Templafy Teams SaaS Agreement 

1. Definitions

“Authorized User” means an individual authorized by Customer to use the Services on Customer’s behalf. 

“Billing Administrator” means the Authorized User who enrolls Customer, provides the payment method, and administers Customer’s subscription. 

“Customer Data” means data, content, or materials provided to Templafy by or at the direction of Customer through the Services, including generated documents, user profiles, AI inputs, AI outputs, and AI configurations. 

“Services” means the Templafy Teams software-as-a-service offering and related applications, functionality, support, and improvements made available under Customer’s subscription. 

“Trial Period” means the 30-day period beginning when Customer enrolls in Templafy Teams. 

2. Access and use

2.1 Subscription access

Templafy grants Customer a non-exclusive, non-transferable right to access and use the Services during the Trial Period and any paid subscription period solely for Customer’s internal business purposes. 

2.2 Authorized Users

Customer may permit the Billing Administrator and up to 24 additional Authorized Users to use the Services, for a maximum of 25 Authorized Users at any time. Authorized Users must be Customer’s personnel and may not share accounts or login credentials. 

Customer is responsible for its Authorized Users’ compliance with this Agreement and for all activity conducted through Customer’s accounts. Customer must promptly remove access for any individual who is no longer authorized to use the Services. 

2.3 Restrictions

Customer shall not, and shall not permit any Authorized User or third party to: 

1. copy, modify, or create derivative works of the Services; 
2. rent, lease, sell, sublicense, distribute, publish, transfer, or otherwise make the Services available to any third party; 
3. reverse engineer, decompile, disassemble, decode, or attempt to derive or gain access to any software component of the Services; 
4. remove proprietary notices from the Services; 
5. circumvent usage, account, or access limitations; 
6. use the Services to develop or benchmark a competing product, except where applicable law prohibits this restriction; or 
7. use the Services in violation of applicable law or any third party’s rights. 

3. Trial and paid subscription

3.1 Trial Period

Customer will receive access to the Services for a 14-day Trial Period without subscription fees. The Billing Administrator will be notified by email that the Trial Period will expire. Unless Templafy agrees otherwise, each Customer is entitled to only one Trial Period. 

Templafy may suspend or terminate the Trial Period for misuse, security concerns, or violation of this Agreement. If Templafy terminates the Trial Period, Customer will not be enrolled in a paid subscription unless Customer subsequently provides express authorization. 

3.2 Conversion to Paid Subscription 

For continued access after the Trial Period, Customer may enroll in a paid subscription by entering their payment information and paying the monthly subscription fee.  

The date on which the paid subscription begins is Customer’s first billing date. The subscription will then automatically renew for successive one-month billing cycles until canceled or terminated in accordance with this Agreement. 

3.3 Cancellation during the Trial Period

Customer may cancel at any time before the Trial Period expires and will not be charged a subscription fee. 

3.4 Cancellation after the Trial Period

Customer may cancel its Subscription at any time before the start of the next billing cycle. Cancellation will be effective at the end of the then-current billing cycle, and Customer will not be charged for any subsequent billing cycle. Except as required by law, Customer is not entitled to any refund or credit for the current or any prior billing cycle and may continue using the Services until the cancellation takes effect. 

4. Payment

3.1 Payment authorization

Customer authorizes Templafy’s payment processor to store the payment credentials provided during enrollment in the paid subscription and automatically charge the applicable subscription fees, taxes, and other authorized amounts on each billing date until the subscription ends. 

The Billing Administrator represents that they are authorized by Customer and the applicable cardholder to provide the payment method and authorize recurring charges. 

4.2 Fees

The monthly subscription price is the price presented and accepted during enrollment. Except as expressly stated in this Agreement, all payments are non-cancelable and non-refundable. 

4.3 Taxes and third-party fees

Fees exclude applicable sales, use, value-added, and similar taxes. Customer is responsible for those taxes, other than taxes imposed on Templafy’s income. 

4.4 Failed payments

Customer must maintain complete, accurate, and current billing and payment information. If a charge fails, Templafy may retry the payment method and suspend access to the Services until all outstanding amounts are paid. Suspension does not relieve Customer of its payment obligations. 

4.5 Price changes

Templafy may change the monthly subscription price upon at least 30 days’ prior notice. A price change will take effect on the first billing date occurring at least 30 days after notice. Customer may cancel in accordance with Section 3.4 to avoid the changed price. 

5. Customer obligations

Customer shall:

1. provide accurate enrollment, account, billing, and contact information; 
2. maintain the security and confidentiality of all accounts and credentials; 
3. promptly notify Templafy of suspected unauthorized access; 
4. provide the systems and technical environment required to access the Services; 
5. obtain all rights, permissions, and lawful bases required for Templafy to process Customer Data; and 
6. ensure that Customer Data and Customer’s use of the Services comply with applicable law and do not infringe any third party’s rights. 

Customer is responsible for the content, quality, legality, and accuracy of Customer Data, excluding AI outputs generated by the Services. 

6. Customer Data, security, and privacy 

6.1 Customer ownership

As between the parties, Customer retains all right, title, and interest in Customer Data, including AI outputs, to the extent permitted by applicable law.  

6.2 Limited license

Customer grants Templafy a non-exclusive, worldwide, royalty-free right to host, copy, process, transmit, and otherwise use Customer Data solely to provide, support, secure, and administer the Services, comply with applicable law, and enforce this Agreement. Templafy will not sell Customer Data to third parties or use Customer Data for advertising to third parties. 

6.3 Usage data 

Templafy may collect and use service usage, diagnostic, and performance data to operate, secure, analyze, and improve the Services. Templafy may retain and use aggregated or de-identified data that does not identify Customer or an Authorized User. 

6.4 Security and data processing 

Templafy will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data. 

Templafy will process personal data in accordance with the Templafy Data Processing Agreement available at https://www.templafy.com/home/platform/security/data-processing-agreement/ and the Templafy Privacy Policies available at https://www.templafy.com/privacy/, which are incorporated into this Agreement. 

6.5 Customer Communications 

Templafy may use Customer Data and usage information to manage the customer relationship and provide relevant information about the Services and other Templafy offerings, in accordance with applicable law, the Templafy Privacy Policies, and Customer’s communication preferences. 

6.6 Data following termination 

Customer is responsible for exporting any Customer Data it wishes to retain before its access ends. Following expiration or termination, Templafy may delete Customer Data in accordance with its standard retention practices and the Data Processing Agreement. 

7. Artificial intelligence 

7.1 AI functionality 

The Services include integrated, assistive artificial intelligence or machine learning functionality. Use of AI functionality is optional. 

7.2 No training 

Templafy will not use Customer Data submitted to AI functionality to train or fine-tune Templafy’s models or any third-party models made available by Templafy. 

7.3 AI processing 

AI inputs are processed to generate outputs and are not persistently retained by the underlying AI models except as described in Templafy’s applicable product documentation. Customer Data processed through AI functionality is subject to the same contractual data protection and security commitments as other Customer Data. 

7.4 Outputs 

AI outputs can be inaccurate, incomplete, or unsuitable for Customer’s intended purpose. Customer is responsible for reviewing and validating outputs before relying on or using them. 

Customer must not use AI functionality to submit, process, or generate unlawful or infringing content or content that violates any third party’s rights. 

7.5 Changes 

Templafy may modify, replace, suspend, or discontinue AI functionality as the Services and applicable technologies evolve. 

8. Intellectual property

Templafy and its licensors retain all right, title, and interest in and to the Services, Integrations, documentation, software, usage data, improvements, enhancements, and modifications, including all related intellectual property rights. Except for the access rights expressly granted under this Agreement, no rights are granted to Customer. 

If Customer provides feedback or suggestions concerning the Services, Templafy may use them without restriction or obligation. 

9. Confidentiality 

“Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that the receiving party can demonstrate: is publicly available without breach of this Agreement; was lawfully known to the receiving party without confidentiality restrictions; was lawfully received from a third party without confidentiality restrictions; or was independently developed without use of the disclosing party’s Confidential Information. 

The receiving party will protect the disclosing party’s Confidential Information using at least reasonable care and will use it only to exercise its rights or perform its obligations under this Agreement. The receiving party may disclose Confidential Information to its personnel, Affiliates, subcontractors, and professional advisors who need to know it and are bound by confidentiality obligations at least as protective as those in this Agreement. The receiving party may disclose Confidential Information to the extent legally required, provided it gives the disclosing party advance notice where legally permitted and reasonably assists the disclosing party in seeking protective treatment. Unauthorized use or disclosure of Confidential Information can cause irreparable harm for which monetary damages are inadequate. The disclosing party may seek injunctive or other equitable relief. 

10. Service commitments and disclaimers 

During a paid subscription, Templafy will provide the Services with due skill and care in accordance with generally accepted industry standards. No uptime commitment, service credit, guaranteed response time, or other service level applies to Templafy Teams unless Templafy expressly states otherwise in Customer’s enrollment confirmation. Except for the express commitments in this Agreement and to the maximum extent permitted by applicable law, Templafy disclaims all express, implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, and uninterrupted or error-free operation. 

11. Indemnification

11.1 Templafy indemnification

Templafy will defend and indemnify Customer against direct losses, liabilities, damages, costs, and expenses arising from a third-party claim that Customer’s authorized use of the Services infringes or misappropriates that third party’s intellectual property rights. 

This obligation does not apply to a claim arising from: use of the Services contrary to this Agreement; Customer Data (except for AI outputs); modification of the Services not made or authorized by Templafy; combination of the Services with items not provided or approved by Templafy; or Customer’s continued use after Templafy instructs Customer to discontinue the allegedly infringing use. 

If the Services become subject to an infringement claim, Templafy may procure continued use rights, modify or replace the affected Services, or terminate the affected subscription and refund prepaid fees covering the period after termination. 

11.2 Customer indemnification 

Customer will defend and indemnify Templafy against direct losses, liabilities, damages, costs, and expenses arising from a third-party claim that Customer Data or Customer’s use of the Services in breach of this Agreement infringes, misappropriates, or violates that third party’s rights. 

11.3 Process 

The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation, and permit the indemnifying party to control the defense and settlement. The indemnifying party may not settle a claim in a manner that admits fault by or imposes non-monetary obligations on the indemnified party without its prior written consent. 

This Section states each party’s sole liability and exclusive remedy for claims covered by it. 

12. Limitation of liability

12.1 Excluded damages 

Except for a party’s intellectual property indemnification obligations, fraud, willful misconduct, or breach of confidentiality obligations, neither party will be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or any loss of profits, revenue, sales, data, goodwill, reputation, business interruption, or cost of substitute services.  

12.2 Liability cap

To the maximum extent permitted by applicable law, each party’s total aggregate liability arising out of or relating to this Agreement will not exceed the fees paid by Customer to Templafy during the 12 months preceding the event giving rise to the claim. For claims arising solely during the Trial Period before Customer has paid any fees, Templafy’s total aggregate liability will be zero. 

Customer’s obligation to pay subscription fees and taxes is not limited by this Section. 

12.3 Non-excludable liability 

Nothing in this Agreement excludes or limits liability to the extent it cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud, or willful misconduct. 

13. Suspension and termination 

13.1 Suspension 

Templafy may suspend access to the Services if: 

1. Customer fails to pay amounts when due; 
2. Customer or an Authorized User breaches this Agreement; 
3. suspension is reasonably necessary to prevent or address a security risk, unlawful activity, or material harm to the Services or any third party; or 
4. applicable law requires suspension. 

Where practicable, Templafy will notify Customer of the suspension and restore access after the underlying issue is resolved. 

13.2 Termination for breach 

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure the breach within 30 days after receiving notice, or if the breach is incapable of cure. 

Either party may terminate immediately if the other party becomes insolvent, enters liquidation, or ceases conducting business in the ordinary course. 

13.3 Effect 

Upon expiration or termination: 

1. Customer and its Authorized Users must cease using the Services; 
2. Customer must pay all amounts due through the effective termination date; 
3. prepaid fees are non-refundable except as expressly provided in this Agreement; and 
4. Sections intended by their nature to survive will remain in effect, including payment, intellectual property, confidentiality, indemnification, limitation of liability, and general provisions. 

14. General provisions 

14.1 Entire Agreement and precedence 

This Agreement, Customer’s enrollment confirmation, the Data Processing Agreement, and documents expressly incorporated into them constitute the entire agreement concerning the Services and supersede prior or contemporaneous understandings concerning their subject matter. 

The enrollment confirmation controls solely regarding the selected plan, monthly price, Trial Period dates, billing date, and number of Authorized Users. The Data Processing Agreement controls regarding the processing of personal data. 

14.2 Updates 

Templafy may update this Agreement upon at least 30 days’ notice. Material changes will take effect on the first billing date occurring at least 30 days after notice, and Customer may cancel before the effective date in accordance with Section 3.4. Changes required by law or reasonably necessary to address security or misuse may take effect upon notice. 

14.3 Assignment 

Neither party may assign this Agreement without the other party’s prior written consent, which will not be unreasonably withheld. Either party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all its relevant assets upon notice to the other party. 

14.4 Subcontractors 

Templafy may use Affiliates and subcontractors to provide the Services and remains responsible for their performance as required under this Agreement. 

14.5 Force majeure 

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, except that this Section does not excuse Customer’s payment obligations. 

14.6 Electronic communications 

Customer agrees that Templafy may provide contractual notices, billing communications, and other legally required communications electronically using the email address associated with Customer’s account. Customer is responsible for maintaining a current contact email address. 

14.7 No waiver and severability 

A failure to enforce any provision is not a waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in effect. 

14.8 Governing law and jurisdiction 

This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York, New York.