Terms of Service
Effective Date:
February 2025
PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY SADIE TECHNOLOGY LIMITED (“SADIE”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH SADIE, WHICH DIRECTLY INCORPORATE BY REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ORDER FORM WHICH YOU SUBMIT VIA SADIE’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY SADIE SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THESE TERMS AND THE TERMS OF THE AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
1. Services
(a) Order Forms. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the Terms (including any limitations and restrictions set forth on the applicable Order Form) Sadie grants Customer a nonexclusive, limited, personal, non-sublicensable, nontransferable right and license to internally access and use the Sadie product(s) and/or service(s) specified in such Order Form (collectively, the “Service,” “Services,” or “Core Service”) during the applicable Order Form Term (as defined below) in connection with the Customer tools provided to end users (“End Users”), only as provided herein and only in accordance with Sadie’s applicable official user documentation for such Service (the “Documentation”).
(b) Evaluation Services. If you are accessing the Service on a free, pilot, unpaid, trial, beta, demonstration, pre-release, evaluation, testing or similar basis (collectively, “Evaluation Services”) including, without limitation, during the Pilot Period (as defined below) then unless otherwise indicated on an applicable Order Form, certain of Sadie’s obligations under this Agreement will not apply, as further described below. “Pilot Period” shall mean the term for which Sadie is providing Customer with the Evaluation Services.
(c) Implementation. Upon payment of any applicable fees set forth in each Order Form, Sadie agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”).
(d) Service Updates; Experimental Features. From time to time, Sadie may provide upgrades, patches, enhancements, or fixes for the Services to its Customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Sadie shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Sadie may make improvements and/or modifications to the Services at any time in its sole discretion which may include, without limitation, experimental features or functionality and testing variations on message content and delivery, provided that Sadie shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes that might adversely impact Customer’s use of the Services or which would modify existing features or functionality of the Services as configured by Customer. In the event Sadie provides Customer with access to Evaluation Services or other experimental features or functionality, as may be indicated on the Services or otherwise by Sadie, then Customer acknowledges and agrees such Evaluation Services or other features or functionality are experimental in nature, are provided “AS IS”, and may not be functional on any machine or in any environment.
(e) Ownership; Feedback. As between the parties, Sadie retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Sadie for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may provide suggestions, comments or other feedback to Sadie with respect to the Service (“Feedback”). Sadie acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to Sadie a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Sadie’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
2. Term and Termination.
These Terms, and the Agreement, shall commence upon the effective date of the first Order Form (“Agreement Effective Date”), and, unless earlier terminated in accordance herewith, shall last until the expiration of all active Order Form Terms.
For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein: (i) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (ii) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, a “Order Form Renewal Term”) unless either party provides written notice to the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term.
In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice.
Without limiting the foregoing, Sadie may suspend or limit Customer’s access to or use of the Service if: (i) Customer’s account is more than ten (10) days past due, (ii) Customer is in breach of Section 4 or (iii) Customer’s use of the Service results in (or is reasonably likely to result in) damage to or material degradation of the Service which interferes, or is likely to interfere with, Sadie’s ability to provide access to the Service to other customers; provided that in the case of subsection (iii): (a) Sadie shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Sadie shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Sadie shall reinstate Customer’s use of or access to the Service, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by Sadie to Customer, including any assistance in exporting the Customer Data, shall be billable at Sadie’s standard rates then in effect.
For Customer to terminate the Agreement during an effective Pilot Period, Customer must provide written notice to Sadie on or before the end of the Pilot Term.
For Customer to terminate the Agreement during an effective Pilot Period, Customer must provide written notice to Sadie on or before the end of the Pilot Term.
3. Fees and Payment.
Customer shall pay Sadie fees at a rate set forth in each Order Form (each, a “Price Tier”) which corresponds with Customer’s anticipated usage of the Services (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced monthly in advance and all invoices issued under this Agreement are payable in Customer location’s local currency within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Service (excluding taxes based on Sadie’s net income). All Fees paid are non-refundable and are not subject to set-off provided that Sadie shall refund to Customer any Fees actually paid by Customer to Sadie for the Evaluation Service if Customer terminates this Agreement during the Pilot Period in accordance with Section 2. If Customer exceeds any user or usage limitations set forth on an Order Form (or as may be indicated on the Services or otherwise by Sadie) on an average calendar month basis determined once per calendar month by Sadie, then Customer acknowledges and agrees that, for all subsequent Fees, Sadie shall invoice Customer for such additional usage at the now applicable Price Tier set forth on the Order Form (or if no such Price Tier is set forth on the Order Form, at Sadie’s then-current standard Price Tier for such usage).
4. Restrictions.
Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any Sadie product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures Sadie may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service). Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service.
Customer: (a) shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual or other proprietary rights.
5. Customer Data.
For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of Customer using the Service(s), but does not include data collected from End Users of the Services (“End User Data”). Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Sadie, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Sadie as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third-party rights (including, without limitation, intellectual property rights and rights of privacy). Sadie shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Sadie is not responsible to Customer for the unauthorized access to Customer Data or the unauthorized use of the Service(s) unless such access is due to Sadie’s gross negligence or willful misconduct. Customer is solely responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. To the extent that the Customer Data includes any personal information: (i) Sadie will process, retain, use, and disclose such personal information only as necessary to provide the Services hereunder and as otherwise permitted under this Agreement, which constitutes a business purpose, (ii) Sadie agrees not to sell such personal data, to retain, use, or disclose such personal data for any commercial purpose other than the foregoing purposes, or to retain, use, or disclose such personal data outside of the scope of this Agreement. Sadie understands its obligations under applicable data protection laws and will comply with them. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is sixty (60) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Sadie may: (i) internally use and modify (but not disclose) Customer Data for the purposes of (a) providing the Service to Customer and (a) generating Aggregated De-Identified Data (as defined below), and (ii) freely use, retain and make available Aggregated De-Identified Data for Sadie’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Sadie’s products and services). “Aggregated De-Identified Data” means data submitted to, collected by, or generated by Sadie in connection with Customer’s use of the Service, but only in aggregate, de-identified form which can in no way be linked specifically to Customer.
6. End User Data.
Before any End User engages with Customer in a manner that uses the Services, Customer warrants, and will ensure, that it provides all notices and obtains all consents required under applicable law to enable Sadie to process End User Data in accordance with Sadie’s Privacy Policy. Customer will not: (i) make representations or other statements with respect to End User Data that are contrary to or otherwise inconsistent with Sadie’s Privacy Policy, or (ii) interfere with any independent efforts by Sadie to provide End User notice or obtain End User consent.
7. Third Party Integrations; Customer Equipment.
Customer acknowledges and agrees that: (i) the Service(s) may operate on, with or using telecommunications hardware or services, Internet connectivity, application programming interfaces (APIs), equipment, infrastructure, servers and/or other services that are operated, maintained or provided by third parties (e.g., other vendors of Customer) (“Third Party Integrations”) or by or on behalf of Customer (“Customer Equipment”), (ii) the availability and operation of the Service(s) or certain portions thereof may be dependent on Sadie’s ability to access such Third Party Integrations or Customer Equipment, and (iii) Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations or Customer Equipment may result in a suspension or interruption of the Service(s). Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations or Customer Equipment that it integrates with the Service(s), and Customer shall indemnify, defend and hold harmless Sadie for all claims, damages and liabilities arising out of Customer’s use of any Third Party Integrations or Customer Equipment in connection with or through the Service(s). Sadie cannot and does not guarantee that the Service shall incorporate (or continue to incorporate) any particular Third Party Integrations or Customer Equipment and does not make any representations or warranties with respect to Third Party Integrations or Customer Equipment. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Integrations (including any Customer Data or other information relating thereto), maintaining Customer Equipment in good working order and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
8. Indemnification.
Each party (each an “Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that: (i) the Customer Data or Customer’s use of the Service (in the case of Customer as Indemnitor), or (ii) the Service(s) (in the case of Sadie as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right.
Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of Sadie do not apply with respect to the Service(s) or any information, technology, materials, or data (or any portions or components of the foregoing) to the extent (a) not created or provided by Sadie (including without limitation any Customer Data), (b) made in whole or in part in accordance to Customer specifications, (c) modified after delivery by Sadie, (d) combined with other products, processes or materials not provided by Sadie (where the alleged Losses arise from or relate to such combination), (e) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (f) Customer’s use of the Service is not strictly in accordance with the Terms and/or Agreement herewith. Notwithstanding anything to the contrary herein, Sadie shall have no obligation under this Section 8 with respect to any Evaluation Services.
9. Disclaimer of Warranty
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE(S) IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE PROVIDED ENTIRELY WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, SADIE HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR COVENANTS REGARDING THE ACCURACY, QUALITY OR TRUTHFULNESS OF THE SERVICES.
10. Limitation of Liability.
EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 4, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (i) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (ii) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (iii) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO SADIE HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
11. Miscellaneous.
(a) Entire Agreement. This Agreement (including all Order Forms) represents the entire agreement between Customer and Sadie with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Sadie with respect thereto. In the event of any conflict between these Terms and an Order Form, the Order Form shall control.
(b) Choice of Law; Waiver of Class Action. The Agreement shall be governed by and construed in accordance with the laws of Ireland, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the courts located in Dublin, Ireland. To the fullest extent permitted by law, the parties agree that any dispute, claim, or controversy arising out of or relating to these Terms, any Order Form, or the Agreement, including its formation, performance, breach, enforcement, interpretation, or validity, shall be resolved on an individual basis. Customer expressly waives any right to commence, participate in, or be part of any class or representative action, whether as a plaintiff, class member, or otherwise. Any relief awarded shall be limited to the individual claimant and shall not affect or benefit other persons.
(c) Marketing. Sadie will be permitted to refer to the parties’ relationship hereunder for sales and marketing purposes. Sadie will obtain Customer’s written consent to include anything about the relationship with Customer in any press releases. Sadie may identify Customer as a client (and use Customer’s logos in connection with the same) on Sadie’s website while this Agreement is in effect. Any other use of Customer’s logos and marks shall be subject to Customer’s prior written approval.
(d) Notices. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section.
(e) Updates to Terms. Sadie may, at any time, update these Terms by posting a new version, or through the Services. Continued use of the Services after such revised Terms are posted or provided through the Services shall constitute acceptance of the revised Terms by Customer. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties; provided that if Customer is a user of Evaluation Services, then Sadie may amend or modify this Agreement with respect to such Evaluation Services by: (i) posting a new version of this Agreement on the Services, and (ii) providing notice to Customer via email or other reasonable means.
(f) Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
(g) Assignment. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that: (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) Sadie may utilize subcontractors in the performance of its obligations hereunder.
(h) No Joint Venture or Employment. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
(i) Attorney Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
(j) Severability. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.
(k) Waiver. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
