Terms of Service

Last updated: July 12, 2023

PLEASE READ THIS AGREEMENT BEFORE USING SPENDHOUND’S SERVICES. BY (1) CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT, (2) EXECUTING THIS AGREEMENT OR AN ORDER SCHEDULE THAT REFERENCES THIS AGREEMENT, OR (3) USING THE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR SPENDHOUND’S SAAS MANAGEMENT SERVICES, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.


These Terms of Service, together with any Order Schedule (defined below), the Privacy Notice, and the Data Processing Agreement (together, the “Agreement”) is entered into by and between SpendHound, LLC, a limited liability company organized in the state of Delaware, having its principal place of business at 90 5th Avenue, 11th Floor, New York, NY 10011 (“SpendHound”) and the entity identified as Customer on the applicable Order Schedule or online account creation (“Customer”), to provide the terms and conditions under which SpendHound will provide the SaaS Management services indicated on the Order Schedule (“Services”), as applicable.


1. DEFINITIONS

“Account” means an account maintained by Customer through which Services are accessed by an Authorized User.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Deidentified Data” means Customer Content from which personal data has been removed so that remaining data cannot reasonably identify or be capable of being associated with a particular individual or Customer.

“Authorized User” means each Customer employee designated by Customer to access Account and serve as technical administrator of the Services.

“Customer Content” means any reports, information, files, documents, customer applications, graphics data, Customer Personal Data (as defined in the Data Processing Agreement), or other content provided by Customer to SpendHound for use in connection with the Services.

“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by SpendHound to Customer regarding the use or operation of the Services.

“Feedback” means any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users relating to the operation of the Services.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Other Services” means all technical and non-technical services, such as implementation services, performed or delivered by SpendHound pursuant to an Order Schedule or a separate Statement of Work. Other Services will be provided on a time and material basis, and will not be considered work for hire.

“Order Schedule” is a written document either attached to this Agreement as Exhibit A or executed separately by SpendHound and Customer for the purpose of purchasing Services under the terms and conditions of this Agreement and setting forth any additional terms (such as usage caps).

“Subscription Term” shall mean an indefinite period, subject to termination for convenience by either party (unless otherwise specified in the Order Schedule) during which Customer will have on-line access and use of the Services.


2. SERVICES
2.1
Subscription. During the Subscription Term and subject to the terms of this Agreement and applicable Order Schedule, Customer will receive a limited, nonexclusive, non-assignable, non-sublicensable, royalty free, worldwide right to access and use the Services solely for Customer’s internal business operations.
2.2
Implementation Services. If indicated on the Order Schedule or a separate Statement of Work, SpendHound will provide implementation services on a time and material basis. Implementation Services will not be considered work for hire.
2.3
Account. The Account may be accessed solely by Authorized users. Customer acknowledges and agrees it will: (i) provide accurate and complete Account and login information and keep such information up to date; and (ii) remain solely responsible and liable for all activity in Customer’s Account, (iii) ensure that its Authorized Users keep the Account login details secure at all times and comply with the terms of this Agreement, (iv) remain fully responsible for any breach of this Agreement by its Authorized Users. Customer is solely responsible for maintaining the security of its Account and devices from unauthorized access. In the event of unauthorized access to Customer’s Account, Customer shall immediately notify SpendHound and take all reasonable steps to remediate such unauthorized access.
2.4
Restrictions. Customer shall not, and shall not permit anyone to: (i) copy, modify, translate, patch, improve, alter, change, or create derivative works of or distribute any part of the Service, (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Services, except and only to the extent such activity is expressly permitted by applicable law, (iii) make the Services available to any person other than an Authorized User, (iv) use or access the Services to provide service bureau, time-sharing or other computer hosting services to third parties, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the Services or Documentation, (vi) access the Services in order to build a similar product or competitive product, (vii) use the Service in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property right, (viii) use the Service to store or transmit infringing, libelous, obscene, harassing or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, or (ix) use the Service to store or transmit Malicious Code.
2.5
Integrations. Customer may request SpendHound to retrieve Customer Content or otherwise provide its Services through the use of integrations with third party vendors (each an “Integration Vendors”). For any Integration Vendor that Customer selects, Customer must first review and agree to the specific terms relating to that integration in the SpendHound portal. By clicking connect and/or otherwise permitting SpendHound to set up the integration, Customer has agreed to those additional terms and those are hereby incorporated into this Agreement.

3. OWNERSHIP
3.1
Reservation of Rights. Subject to the limited rights granted herein, SpendHound shall own all right, title and interest in and to the Services (including all modifications, improvements, upgrades, and derivative works), all insights and analytics data derived from or relating to the Services, Feedback and Deidentified Data, and all intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to SpendHound. For clarity and without limiting the foregoing, the parties acknowledge and agree that SpendHound may collect and derive from Customer Content aggregated, de-identified and/or anonymized data that does not identify Customer or any natural persons, and may, in our sole discretion, use, disclose, and/or sell such data for any lawful purpose, including (but not limited to) improving the Services, research, service and product development, and marketing.
3.2
Customer Content. Customer retains ownership and intellectual property rights in and to its Customer Content. Subject to the terms and conditions of this Agreement. Customer grants to SpendHound a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the Services to Customer or as otherwise provided for in this Agreement or SpendHound’s Privacy Notice. Customer represents and warrants that it has all of the consents and permissions required to provide, and grant to SpendHound the aforementioned rights in, the Customer Content.
3.3
Publicity. Unless otherwise requested by Customer in writing, SpendHound may reference Customer’s name and use its logo and trademarks as well as indicate that Customer is a SpendHound customer in SpendHound’s business development and marketing efforts and materials (both printed and online), including, without limitation, its website.

4. CUSTOMER RESPONSIBILITIES
4.1
Customer is responsible for the timely delivery (in the format specified by SpendHound), as well as the accuracy, quality and legality of Customer Content, the means by which Customer Content is acquired and used with the Services, and the interoperation of any third party applications with which the Services are used. Customer acknowledges that SpendHound’s ability to deliver the Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such Customer Content.
4.2
Customer will comply with terms of service of any third party applications used with the Services.
4.3
Any use of the Services that in SpendHound’s judgment threatens the security, integrity or availability of the Services may result in immediate suspension of the Services; however, SpendHound will use commercially reasonable efforts under the circumstances to provide notice and an opportunity to remedy such violation or threat prior to any such suspension. SpendHound shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension.
4.4
Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that SpendHound exercises no control over the content of the information transmitted by Customer through the Services.

5. PERSONAL DATA
5.1
Customer hereby acknowledges and agrees that SpendHound’s performance of this Agreement may require SpendHound to process, transfer and/or store Customer Personal Data (as defined in the Data Processing Agreement). By submitting Customer Personal Data to SpendHound, Customer agrees that SpendHound and its Affiliates will process, transfer and/or store Customer Personal Data in accordance with the requirements set forth in the Data Processing Agreement and the SpendHound Privacy Notice.
5.2
In relation to all Customer Personal Data provided by or through Customer to SpendHound, Customer will be responsible as sole Data Controller for complying with Data Protection Law (as defined in the Data Processing Agreement). Customer agrees to obtain all necessary consents and make all necessary disclosures before including Customer Personal Data in Customer Content and using the Services. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Customer Content, including any information which any Authorized User shares with third parties on Customer’s behalf.
5.3
Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by SpendHound under this Agreement, including that such processing according to Customer’s instructions will not place SpendHound in breach of Data Protection Law.

6. TERM AND TERMINATION
6.1
Term of Agreement. The term of this Agreement shall begin on the Effective Date set out in the Order Schedule and shall continue until terminated by either party as outlined in this Section.
6.2
Termination. Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach. Either party may terminate this Agreement at any time for convenience upon thirty (30) days’ notice.
6.3
Effect of Termination. Upon termination of this Agreement or expiration of the Subscription Term, SpendHound shall immediately cease providing the Services and all usage rights granted under this Agreement to Customer shall terminate.

7. WARRANTIES
7.1
Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.
7.2
OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, INCLUDING ANY REPORTS AND OUTPUT GENERATED BY THE SERVICE (“REPORTS”) ARE PROVIDED ON AN “AS IS” BASIS; AND SPENDHOUND MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPENDHOUND DOES NOT WARRANT THAT THE SERVICE WILL BE ACCURATE, UNINTERRUPTED, ERROR FREE, FREE OF MALICIOUS CODE, OR THAT DEFECTS WILL BE CORRECTED

8. LIMITATIONS OF LIABILITY
8.1
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF REVENUE, REPUTATION, OR PROFITS, DATA LOSS, OR DATA USE REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2
NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED $10,000.
8.3
The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Section 2.4 (Restrictions) or Section 9 (Indemnification).

9. INDEMNIFICATION
9.1
Indemnification by SpendHound. If a third party makes a claim against Customer that the Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that SpendHound’s negligence or willful misconduct has caused bodily injury or death, SpendHound shall defend Customer and its directors, officers and employees against the claim at SpendHound’s expense and SpendHound shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by SpendHound, to the extent arising from the claim. SpendHound shall have no liability for any claim based on (a) the Customer Content, (b) modification of the Services not authorized by SpendHound, or (c) use of the Services other than in accordance with the Documentation and this Agreement. SpendHound may, at its sole option and expense, procure for Customer the right to continue use of the Services, modify the Services in a manner that does not materially impair the functionality, or terminate the Subscription Term.
9.2
Indemnification by Customer. If a third party makes a claim against SpendHound that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, or violates an obligation of confidentiality or Data Protection Law or was not permitted to be used by SpendHound as contemplated under this Agreement, Customer shall defend SpendHound and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.
9.3
Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense, assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

10. CONFIDENTIALITY
10.1
Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this Agreement, Customer Content is deemed Confidential Information of Customer. SpendHound software and Documentation are deemed Confidential Information of SpendHound.
10.2
Confidentiality. During the term of this Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.
10.3
Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this Agreement and the relationship of the parties, but agrees that the specific terms of this Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

11. GENERAL PROVISIONS
11.1
Governing Law; Venue. This Agreement is governed by the laws of the State of New York, not including its conflict of law principles. Neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement. Any claims in connection with this Agreement will be subject to the exclusive jurisdiction of the state and federal courts in the Borough of Manhattan, New York; each party irrevocably submits to the personal jurisdiction and venue of, and agrees to service of process issued or authorized by, any such court in any such action or proceeding.
11.2
Force Majeure. The Products, and SpendHound’s ability to provide the Products, may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. SpendHound is not responsible for any delays, delivery failures, or other damage resulting from such problems or for any other event outside the reasonable control of SpendHound, including without limitation acts of God, acts of third parties, government regulations, shortage of supplies, act of war, act of terrorism, earthquake, flood, wind damage, epidemic, pandemic, or electrical, internet or telecommunications outage.
11.3
Notices. Notices under this Agreement must be in writing and will be considered given when delivered personally, or by e-mail (with confirmation of receipt) or by courier or by conventional mail (registered or certified, postage prepaid with return receipt requested). Notices must be addressed to the parties at the addresses specified in the then-most recent Order Schedule, but each party may change its address by written notice in accordance with this paragraph.
11.4
Miscellaneous. Nothing in this Agreement shall be construed as constituting a partnership, joint venture, agency or employment relation between the parties, and neither party shall have any right whatsoever to incur any liability or obligation on behalf of the other party. Neither party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of the other party, except to any purchaser of all or substantially all of the assets or the majority of the stock of such party by merger, consolidation, or otherwise. Headings in this Agreement are for convenient reference only and have no effect in limiting or extending the language of the Agreement. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary to be enforceable. This Agreement will otherwise remain in full force and effect. This Agreement may be amended, or compliance with any term or condition may be waived, only if agreed to in executed writing by the parties (except with respect to modifications pursuant to Section 7 of this Agreement), or in the case of a waiver, by the party waiving compliance. Any modifications to this Agreement pursuant to Section 11 are deemed binding and enforceable. No waiver by any party of any provision of this Agreement will be deemed a waiver of any other provision or a waiver of the same provision at any prior or subsequent time.

EXHIBIT A

ORDER SCHEDULE


SpendHound will provide to Customer an analysis of its vendor spend based on the Customer Content Customer provides to SpendHound.


Effective Date: Date of account creation on the SpendHound app, and acceptance of this Agreement.


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