Service Agreement

1. Definitions

“Account” means Customer's account for the Services.

“Authorized User” means an employee, contractor, or other member of Customer's personnel whom Customer authorizes to use the Services on its behalf.

“BillCadence Output” means a billing schedule, calculation, invoice preview, alert, recommendation, report, or other output generated for Customer through the Services from Customer Data.

“Customer Data” means digital content, data, and information submitted to the Services by Customer or an Authorized User, retrieved from a Connected Service authorized by Customer, or generated specifically for Customer through its use of the Services, including BillCadence Output. Customer Data does not include Usage Data.

“Documentation” means the user materials, instructions, and specifications we make available for the Services.

“Order” means an online purchase, subscription selection, order form, statement of work, proposal, or other ordering document accepted by Customer and SaaSync that identifies Services.

“Services” means the BillCadence hosted software and related services made available under an Order, including tools for organizing customer and subscription terms, managing effective-dated billing changes, preparing and reviewing billing schedules and invoice information, coordinating approval workflows, connecting to accounting or other business systems, and providing related support or professional services.

“Usage Data” means telemetry, statistics, and operational information relating to the configuration, performance, security, and use of the Services.

2. Services

2.1 Access and use

Subject to this Agreement, SaaSync grants Customer during the Term a non-exclusive, non-transferable (except as permitted under Section 13.2), non-sublicensable right to access and use the Services for Customer's internal business purposes in accordance with the Documentation. Customer may permit Authorized Users to exercise that right on its behalf.

2.2 Service changes

We may improve or modify the Services from time to time. We will not materially reduce the core functionality of a paid Service during a fixed subscription term. Customer's purchase is not contingent on future functionality or on public statements about future features.

2.3 Beta and evaluation services

We may identify certain Services as beta, pilot, preview, early access, free, trial, or evaluation services (“Evaluation Services”). Evaluation Services may be incomplete, change materially, contain errors, or be suspended or discontinued at any time. They are provided without service levels, support commitments, or warranties, to the maximum extent permitted by law. Customer will use Evaluation Services only for evaluation and testing and will independently review all resulting BillCadence Output before operational use.

2.4 No service-level agreement

SaaSync does not provide an uptime guarantee, support-response commitment, service credit, recovery-time commitment, or other service level unless an applicable Order expressly states one.

3. Accounts and customer responsibilities

3.1 Accounts and Authorized Users

Customer is responsible for selecting its Authorized Users, assigning and reviewing permissions, and promptly removing access that is no longer authorized. Credentials are personal to the Authorized User to whom they are issued and may not be shared. Customer is responsible for its Authorized Users' compliance with this Agreement and for activity conducted through its Account.

3.2 Account information and security

Customer will provide accurate, complete, and current account, organization, billing, and Authorized User information; protect account credentials and connected systems; and promptly notify SaaSync of suspected unauthorized access or compromised credentials. SaaSync may rely on instructions submitted through the Account unless it has actual notice that they are unauthorized.

3.3 Customer's billing decisions

Customer controls and is solely responsible for its commercial terms, customer agreements, prices, quantities, taxes, discounts, credits, service periods, accounting treatment, billing policies, approvals, and final invoices. Depending on Customer's configuration, the Services may create draft or final invoices in a Connected Service and may initiate a Connected Service's invoice-delivery workflow. The Services do not require human approval before every action. Customer is responsible for selecting its automation, review, approval, and delivery settings and for reviewing BillCadence Output at a frequency appropriate to its business and risk. Customer will maintain appropriate internal controls and records and will not treat the Services as a substitute for professional accounting, tax, legal, or financial advice.

3.4 Restrictions

Customer will not, and will not permit another person to:

• use the Services unlawfully, fraudulently, or outside the scope of this Agreement;
• reverse engineer, decompile, disassemble, or attempt to derive source code, trade secrets, or non-public algorithms from the Services, except to the extent a restriction is prohibited by law;
• modify, copy, or create derivative works of the Services except through functionality we provide;
• access the Services to build or train a competing product or service;
• circumvent security controls, permissions, rate limits, or technical restrictions;
• introduce malicious code, interfere with the Services, or access another customer's data or account; or
• exceed applicable usage limits or use the Services in an excessive or abusive manner.

4. Third-party services

Customer may authorize the Services to access, exchange data with, or take actions in third-party products and services, including accounting, payment, commerce, customer-relationship, subscription analytics and revenue reporting, and communications systems (“Connected Services”). Customer instructs SaaSync to process Customer Data and perform the configured actions necessary for those connections, which may include creating a draft or final invoice, updating a billing record, or initiating a Connected Service's invoice- delivery workflow. The Connected Service, rather than BillCadence, may perform the final transmission to the invoice recipient.

The Services may use software, infrastructure, APIs, and data-processing functionality also used to provide SaaSync's core integration platform (“Shared SaaSync Components”). Shared SaaSync Components are operated by SaaSync, LLC as internal components of the Services and are not, solely because they are shared, a separate third party or Subprocessor. For example, if Customer enables a ChartMogul integration, Customer instructs SaaSync to use Shared SaaSync Components to retrieve, transform, map, classify, and synchronize applicable Customer Data with Customer's ChartMogul account and to combine that data with BillCadence configuration and metadata solely to improve the accuracy and operation of the integration.

Before Customer enables an integration using Shared SaaSync Components, BillCadence will identify the systems involved, material data categories, requested permissions, and principal actions the integration is configured to perform. Enabling the integration constitutes Customer's documented instruction to perform the disclosed processing. SaaSync remains responsible for Shared SaaSync Components under this Agreement and the Data Processing Addendum.

Connected Services are governed by Customer's agreements with their providers. SaaSync does not control and is not responsible for a Connected Service, its availability, its data, or changes to its API or functionality. Customer is responsible for obtaining all accounts, permissions, notices, consents, and lawful bases required to connect and use a Connected Service. SaaSync is not liable for an error, delay, deletion, change, or other loss caused by a Connected Service, Customer's configuration, or data received from or sent to a Connected Service.

5. Fees and payment

5.1 Fees

Customer will pay the fees displayed when it purchases the Services or stated in an Order (“Fees”). Fees may be based on accounts, customers, invoices, billing volume, features, usage, or other disclosed metrics. SaaSync may require an upgrade, invoice additional Fees, or limit excess use after reasonable notice if Customer exceeds a purchased limit. Fees are nonrefundable except as expressly stated in this Agreement or an Order.

5.2 Subscriptions and renewal

A paid subscription automatically renews for successive periods of the same duration unless Customer cancels before the renewal date or an Order states otherwise. Customer authorizes SaaSync and its payment processor to charge the provided payment method for recurring Fees and other authorized amounts. SaaSync will provide at least 30 days' notice before an increase in published rates affects an existing subscription, except for an adjustment under an already-disclosed usage or pricing schedule.

5.3 Taxes and invoices

Fees exclude taxes, duties, and governmental charges other than taxes on SaaSync's net income or employment. Customer is responsible for applicable taxes unless it provides a valid exemption certificate. Unless an Order states otherwise, invoiced amounts are due within 30 days. SaaSync may charge interest on overdue amounts at 1.5% per month or the highest lawful rate, whichever is lower.

6. Term, suspension, and termination

6.1 Term and cancellation

This Agreement begins when Customer first accepts it, accepts an Order, or accesses the Services and continues until all BillCadence subscriptions and Orders have expired or been terminated (the “Term”). Customer may cancel through available Account functionality or by emailing support@billcadence.com. Cancellation prevents the next renewal but does not entitle Customer to a refund of prepaid Fees.

6.2 Termination for cause or convenience

Either party may terminate an affected Order or this Agreement if the other party materially breaches it and does not cure the breach within 30 days after written notice, if the breach is curable. SaaSync may terminate an Order or Service for convenience on 90 days' written notice. If SaaSync does so during a prepaid term, it will refund the unused prorated Fees Customer paid directly for the terminated portion.

6.3 Suspension

SaaSync may suspend affected Services to the extent reasonably necessary to address a security threat, compromised credentials, unlawful or abusive activity, risk to the Services or another customer, a legal requirement, suspension by a Connected Service, nonpayment, or use beyond applicable limits. We will provide notice when reasonably practicable and use reasonable efforts to restore the Services after the condition is resolved.

6.4 Effect of termination

On termination, Customer's right to access the terminated Services ends and accrued amounts remain due. Customer Data will be returned, retained, and deleted under the applicable Data Processing Addendum. Sections that by their nature should survive will survive, including Sections 5, 6.4, and 7 through 13.

7. Data, privacy, and security

7.1 Customer Data

As between the parties, Customer owns Customer Data. Customer grants SaaSync a limited, non-exclusive, worldwide license during the Term and applicable retention period to host, copy, use, transmit, modify, and otherwise process Customer Data solely to provide, operate, secure, and support the Services; carry out Customer's documented instructions; and comply with applicable law. SaaSync may permit providers identified on the Subprocessor List and Customer-authorized Connected Services to exercise those rights only as necessary for those purposes.

After an Account becomes inactive without an express deletion request, SaaSync may retain active Customer Data for up to 45 days to permit reactivation, export, and account recovery, after which it will schedule the associated accounting and billing data for deletion. If Customer expressly deletes its Account, SaaSync will promptly schedule that data for deletion from production systems, which ordinarily completes within minutes. Limited account, company, transaction, consent, suppression, and security records may be retained where reasonably necessary for legal, tax, accounting, fraud-prevention, dispute, and compliance purposes, as described in the BillCadence Privacy Policy and Data Processing Addendum. Residual backup retention is described in the Data Processing Addendum.

7.2 Data protection

When SaaSync processes personal information in Customer Data on Customer's behalf, the BillCadence Data Processing Addendum is incorporated into this Agreement and controls in the event of a conflict concerning that processing. SaaSync will maintain reasonable and appropriate administrative, technical, and physical safeguards for Customer Data as further described on the Security page. SaaSync processes personal information for its own website, account administration, billing, security, analytics, and marketing purposes as described in the BillCadence Privacy Policy.

7.3 Restricted data

The Services are not designed to process payment-card numbers or security codes, protected health information subject to HIPAA, Social Security or other government identification numbers, biometric data, children's data, or special-category or similarly sensitive personal data unless SaaSync expressly agrees in writing. Customer is responsible for data minimization and for notifying SaaSync if special handling is required.

7.4 Usage Data

SaaSync may collect and use Usage Data to provide, secure, support, bill for, analyze, and improve the Services. SaaSync may use aggregated or deidentified Usage Data for analytics, benchmarking, product improvement, and other lawful business purposes, but will not externally disclose it in a manner that reasonably identifies Customer or an Authorized User.

7.5 Artificial intelligence and model improvement

SaaSync may use artificial-intelligence and machine-learning models to process Customer Data solely to provide, secure, support, and improve the Services for Customer in accordance with this Agreement. A model, embedding, configuration, or similar learned artifact created from Customer Data and maintained solely to provide the Services to Customer (a “Customer-Specific AI Artifact”) will be treated as Customer Data, logically isolated from other customers, and subject to the applicable retention and deletion requirements. SaaSync will not use a Customer-Specific AI Artifact to benefit another customer except in aggregated or deidentified form as permitted below.

SaaSync will not use identifiable Customer Data to train or improve a generalized, shared, or cross-customer artificial-intelligence or machine-learning model unless Customer separately and affirmatively authorizes that use in an Order or other written agreement that identifies the applicable data categories, purposes, and additional terms. An update to this Agreement or the Privacy Policy alone will not constitute that authorization for Customer Data collected before the update.

SaaSync may use information derived from Customer Data to develop and improve the Services and related models only when the information has been aggregated or deidentified so that it does not reasonably identify Customer, an Authorized User, a Data Subject, or another person. SaaSync will maintain technical and organizational safeguards designed to prevent reidentification, will not attempt to reidentify the information, and will not disclose it in a form that reasonably permits reidentification.

8. Proprietary rights

SaaSync and its licensors own all rights in the Services, Documentation, software, APIs, connectors, workflows, methods, models, templates, reusable components, improvements, and related intellectual property, excluding Customer Data, Customer-Specific AI Artifacts, and Customer's preexisting materials. No right is granted except as expressly stated in this Agreement.

If Customer provides suggestions or feedback, Customer grants SaaSync a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use and exploit that feedback without restriction or obligation. Feedback does not include Customer Data or Customer's Confidential Information.

9. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or reasonably should be understood to be confidential. SaaSync's Confidential Information includes the Services and Documentation; Customer's includes Customer Data. Confidential Information excludes information the recipient can document was lawfully known without restriction, received lawfully from another source, publicly available through no fault of the recipient, or independently developed without use of the Confidential Information.

The recipient will use Confidential Information only to perform or exercise rights under this Agreement, protect it using at least reasonable care, and disclose it only to personnel and contractors who need to know it and are bound by protective obligations. A recipient may disclose Confidential Information when legally required if, where permitted, it gives prompt notice and reasonable assistance so the discloser may seek protection.

10. Warranties and disclaimers

10.1 Mutual authority

Each party represents that it has the authority to enter into this Agreement. Customer represents that it has all rights, permissions, notices, consents, and lawful bases required for SaaSync to process Customer Data and perform Customer's configured instructions.

10.2 Performance warranty

For paid, generally available Services, SaaSync warrants that the Services will perform substantially as described in the applicable Documentation when used in accordance with it. Customer must report a reproducible nonconformity within 30 days after experiencing it. SaaSync's obligation and Customer's exclusive remedy are for SaaSync to use reasonable efforts to correct the nonconformity or, if SaaSync cannot do so within 30 days, for Customer to terminate the affected Service and receive a prorated refund of prepaid Fees for the terminated period.

10.3 Billing and professional-services disclaimer

BillCadence Output depends on Customer Data, Customer's configuration, and data and functionality supplied by Connected Services. SaaSync does not warrant that BillCadence Output is complete or suitable for Customer's contracts, tax obligations, accounting policies, or legal requirements. The Services do not provide accounting, tax, legal, or financial advice and do not replace Customer's review and approval.

10.4 General disclaimer

Except for the express warranties in this Agreement, the Services, Evaluation Services, BillCadence Output, and Documentation are provided “as is” and “as available.” To the maximum extent permitted by law, SaaSync and its licensors disclaim all other express, implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and those arising from course of dealing or trade practice. SaaSync does not warrant that the Services will be uninterrupted, error-free, or completely secure.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for special, incidental, punitive, indirect, exemplary, or consequential damages; loss of profits, revenue, business, goodwill, or anticipated savings; or interruption or loss of use, even if advised of the possibility of those damages.

Except for enhanced-cap claims and excluded claims, each party's total aggregate liability arising out of or relating to this Agreement will not exceed the Fees paid or payable to SaaSync for Customer's use of the affected Services during the 12 months before the first event giving rise to liability (the “General Cap”). Each party's total aggregate liability arising from its breach of Section 9, its data- protection or security obligations, or a security incident caused by its breach of this Agreement will not exceed two times the General Cap.

Neither cap limits Customer's payment obligations, a party's fraud or fraudulent misrepresentation, willful misconduct, or deliberate infringement or misuse of the other party's intellectual property. Nothing limits liability that cannot lawfully be limited or mandatory rights under applicable standard contractual clauses.

12. Indemnification

12.1 Claims against Customer

SaaSync will defend Customer against a third-party claim alleging that the Services, when used as permitted, infringe that third party's intellectual-property rights and will indemnify Customer against damages, losses, liabilities, and reasonable legal expenses awarded or agreed in an approved settlement. SaaSync may procure continued use, replace or modify the affected Services, or terminate them and refund prepaid Fees for the unusable period. SaaSync has no obligation for a claim arising from Customer Data, a Connected Service, unauthorized use, a combination SaaSync did not supply or approve, or a modification not made by SaaSync.

12.2 Claims against SaaSync

Customer will defend SaaSync against a third-party claim arising from Customer Data; Customer's failure to obtain required authority, notices, consents, or lawful bases; Customer's billing decisions; Customer's unlawful or prohibited use of the Services or a Connected Service; or Customer's violation of an agreement with a Connected Service. Customer will indemnify SaaSync against damages, losses, liabilities, and reasonable legal expenses awarded or agreed in an approved settlement.

12.3 Procedure

Indemnification is conditioned on prompt notice, except to the extent a delay materially prejudices the defending party; control of the defense and settlement by the defending party; and reasonable cooperation at the defending party's expense. A settlement may not admit fault by or impose a nonmonetary obligation on the indemnified party without its written consent.

13. General terms

13.1 Independent contractors

The parties are independent contractors. This Agreement does not create an agency, partnership, joint venture, fiduciary, or employment relationship.

13.2 Assignment

Neither party may assign this Agreement without the other party's prior written consent, not to be unreasonably withheld, except that either party may assign it without consent to an affiliate or a successor to the business or assets to which this Agreement relates. An attempted assignment in violation of this Section is void.

13.3 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control if it promptly notifies the other party and uses reasonable commercial efforts to mitigate the delay. If such an event prevents SaaSync from providing affected paid Services for 60 consecutive days, Customer may terminate those Services without further penalty.

13.4 Notices

Legal notices to SaaSync must be sent to. Privacy notices may also be sent to. Support requests may be sent to support@billcadence.com. SaaSync may send notices to Customer's account-owner, billing-contact, or other designated email. Notices of breach, termination, material contract changes, or payment default will be sent by email. Email notice is effective when sent unless the sender receives notice that the address is invalid. This Section governs contractual notices under this Agreement and does not alter legal requirements for service of process.

13.5 Governing law and venue

Colorado law governs this Agreement without regard to conflicts-of-law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Denver, Colorado and waive objections to venue. In an action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees, court costs, and legal expenses.

13.6 Compliance with laws

Each party will comply with laws specifically applicable to it. Neither party will export, re-export, transfer, or make available a regulated item or information in violation of applicable export-control or sanctions laws.

13.7 Entire agreement and precedence

This Agreement is the entire agreement regarding the Services and supersedes prior or contemporaneous proposals and communications on that subject. In a conflict: (a) a separately signed negotiated agreement or amendment controls to the extent it expressly modifies another document; (b) the Data Processing Addendum controls for processing Customer personal data; (c) an Order controls for pricing, subscription term, scope, service-specific commitments, and provisions it expressly modifies; and (d) this Service Agreement controls otherwise. Customer purchase orders are administrative only unless signed by both parties as an amendment.

13.8 Changes to this Agreement

SaaSync may update this Agreement. Nonmaterial changes are effective when posted. SaaSync will provide at least 30 days' email or in-product notice before a material change takes effect. A change required by law or reasonably necessary to address an urgent security or abuse risk may take effect sooner, with notice when practicable. If a material change substantially reduces Customer's rights or increases its obligations, Customer may terminate the affected Service before the change takes effect.

13.9 Miscellaneous

Failure to enforce a provision is not a waiver. A waiver must be in writing and signed by the waiving party. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain effective. Headings are for convenience only. This Agreement may be accepted electronically and executed in counterparts. It creates no third-party beneficiary except where expressly stated.