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Terms of Use

Welcome to Saama Technologies, LLC (“Saama,” “we,” “us,” or “our”). These Terms of Use (“Terms”) govern your access to and use of our products and services, including our software-as-a-service and other technology and solutions (collectively, the “Services”).

By accessing or using our Services, you agree to be bound by these Terms.

Key terms used in this document are defined as follows.

  • “Affiliate(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
 
  • “Artificial Intelligence” or “AI” refers to a machine-based system or algorithm designed to perform automated tasks by interpreting data.
 
  • “Confidential Information” includes all non-public information disclosed by one party to the other, such as technical, financial, or business information.
 
  • “Customer Data” means any documentation and materials provided to Saama by or on behalf of the customer, including Personal Data and Confidential Information.
 
  • “Intellectual Property” includes patents, trademarks, copyrights, and proprietary computer software.
 
  • “Personal Data” is any information relating to an identified or identifiable person as defined under applicable data protection laws.
 
  • “SaaS Services” are services provided to you on a subscription basis through a web application hosted by Saama.
 
  • “Services” encompasses all offerings provided by Saama under this agreement, including SaaS Services and technology solutions.

The scope and specific details of the Services provided to you may be further described in one or more Statements of Work (“SOWs”) entered into between you and Saama. Services may include:

  • SaaS Services: Hosted platform services provided on a subscription basis.

  • Other Technology Solutions: As specified in a SOW.

We will perform all Services in accordance with industry standards. For each SOW, Saama will assign a “Project Leader” and you will designate a “Customer Representative” to facilitate communication. You agree to cooperate by providing necessary personnel and information for Saama to perform the Services.

  • Your Intellectual Property: All Customer Data remains your property. Saama is granted a non-exclusive, perpetual, royalty-free license to use Customer Data solely to perform and improve the Services.

  • Saama’s Intellectual Property: Saama and its licensors retain all rights, title, and interest in the SaaS Services and our underlying platform and technology. You may not reverse engineer, decompile, modify, or misuse our Intellectual Property. The SaaS Services and related technology remain Saama’s property.

  • Aggregated Data: We reserve the right to use Usage Data in an aggregated and anonymized form to analyze service utilization, improve our products, and publish statistical reports. These reports will not identify individual customers.

You are responsible for:

  • Obtaining all required notices, consents, and authorizations for Saama to process Customer Data.

  • Any security vulnerabilities arising from Customer Data, including viruses or other harmful programming routines.

  • The security, integrity, and confidentiality of Customer Data disclosed to a third party outside of Saama’s control.

  • Adequately backing up your data.

  • Using the Services in a manner consistent with these Terms.

Both parties agree to protect the other’s Confidential Information. Confidential Information will not be disclosed to any third party without prior written consent, except to representatives who need to know the information to perform the Services and are bound by confidentiality obligations. These obligations do not apply to information that is already public knowledge, was already known to the recipient, is received from a third party without a breach of confidence, or is independently developed.

Saama warrants that Services will be performed using commercially reasonable care and skill as may be further described in an SOW. If Services are deficient, you must notify us in writing within fifteen (15) days.

EXCEPT AS STATED IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS.” SAAMA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. EXCEPT FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, A PARTY’S TOTAL LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO SAAMA UNDER THE RELEVANT SOW IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

  • By Saama: Saama will indemnify and defend you against third-party claims arising from infringement of third party intellectual property by the Services and our gross negligence or willful misconduct in the performance of Services.
 
  • By You: You will indemnify and defend Saama against third-party claims arising from your negligence or willful misconduct, or your breach of these Terms.

Either party may terminate this agreement or any SOW for a material breach that is not cured within the specified notice period. Upon termination, you must pay for all Services performed through the date of termination. All licenses granted to you will terminate, and Saama will discontinue the Services.

  • Governing Law: These Terms are governed by the laws of the State of Delaware, and any disputes will be subject to the exclusive jurisdiction of the state and federal courts in Delaware.
 
  • Force Majeure: Neither party will be liable for delays caused by events beyond its reasonable control, such as acts of God, war, pandemics, or government restrictions.
 
  • Independent Contractor: Saama is an independent contractor. These Terms do not create a partnership, joint venture, or agency relationship.
 
  • Assignment: Neither party may assign its rights or obligations under these Terms without the other’s written consent, except in connection with a merger, acquisition, or sale of assets.
 
  • Entire Agreement: These Terms, along with all Exhibits and SOWs, constitute the entire understanding between you and Saama and supersede all prior agreements. In case of any inconsistencies, the SOW will take precedence over these Terms.

The following exhibits form part of this agreement and provide additional terms and conditions related to specific Services. Copies of these exhibits are available upon request.

  • EXHIBIT A: Software as a Service (SaaS) Terms and Conditions

  • EXHIBIT C: Statement of Work (Template)

  • EXHIBIT D: Data Processing Agreement

  • EXHIBIT E: Information Security Requirements

  • EXHIBIT F: International Data Transfer Requirements

  • EXHIBIT G: Business Associate Agreement

  • EXHIBIT H: Federal Acquisition Regulation (FAR)

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