Legal

Paisley General SaaS Terms and Conditions

These General SaaS Terms and Conditions (“General Terms”) apply to each Software as a Service Agreement (“SaaS Agreement”) between Paisley Inc., a Delaware corporation (“Paisley”) and the party who is authorized to use the Platform (as defined below) pursuant to such a SaaS Agreement (the “Client”). The General Terms also apply to any party who is an End User pursuant to a SaaS Agreement.

Last updated: May 31, 2026

Definitions

In this Agreement, the following terms have the meanings specified below:

“Authorized Users” means your employees, subcontractors, agents, consultants and customers, as well as any parents or students you identify as such.

“Client”, “you”, “your”, and the like each mean the entity named on the signature page of this Agreement as the Client.

“SaaS Agreement” means our standard form or scope of work for ordering our Platform, Software licenses and/or Professional Services, each of which reference, is incorporated into and made part of this Agreement, and is made effective as of the date specified therein when signed by both parties.

“Platform” means our software platform offerings, including our Software, services, applications, utilities and databases, as may be configured, deployed and utilized pursuant to this Agreement and an applicable Order.

“Professional Services” or “Services” means our professional services specified by the parties in an applicable Order containing a detailed description of and fees for such professional services.

“Software” means all software (including related integration, implementation and configuration coding from Provider as part of Professional Services we provide to you) and Updates obtained from Provider as described in an Order.

“Student Data Privacy Agreement” means our standard student data privacy agreement which supplements the terms of this Agreement and is made effective as of the date specified therein when signed by both parties.

“Third Party Technology” means all software, hardware, systems, networks, servers, communication systems, internet hosting and access and any other services that are created, developed, distributed or made accessible by any person or entity other than Paisley.

“Update” means any update, patch, new release and/or new version of our Platform and Software.

“Provider”, “we”, “us”, “our”, and the like each mean Paisley, Inc.

Use of Website

You may use this website for lawful informational and business purposes. You agree not to misuse the website, interfere with its operation, or attempt to access systems or information without authorization.

1. Acceptance of Terms

1.1 Introductory Matters. These General Terms specify the terms and warranty limitations between each User and Paisley for the Paisley software to be used by each User for purposes of sending and, if applicable, receiving funds via electronic funds transfer (the “Software”) and related services (the Software and the related services are collectively referred to herein as the “Platform”). Each User has a right to use the Platform pursuant to an applicable SaaS Agreement, these General Terms. The Platform is not licensed or sold to you. If you are a Client, you should carefully read all the terms and conditions of your applicable SaaS Agreement, these General Terms and your applicable before accessing or using the Platform. Paisley’s willingness to provide you access to the Platform is expressly conditioned on your acceptance of all of the terms in these General Terms. Paisley may, at any time and from time to time, update these General Terms. Paisley will give you written notice (via email or another form of written notice) of any updates to these General Terms. You will be bound by any such updated version of these General Terms if you continue to access and use the Platform after receiving notice of any such updated version.

UPON ACCESSING OR IN ANY WAY USING ANY VERSION OF THE SOFTWARE OR THE PLATFORM, YOU ARE REAFFIRMING THAT YOU AGREE TO BE BOUND BY THE THEN CURRENT VERSION OF THESE GENERAL TERMS.

2. Subscription Grant and Right of Use

2.1. Subscription Grant. Subject to all limitations and restrictions contained herein and the SaaS Agreement, Paisley grants Client a subscription, software as a service (‘SaaS’), nonexclusive, and nontransferable right to access and operate the object code form of Applications (and use its Documentation) as hosted by Paisley as described in the SaaS Agreement (“Use”) and solely to perform those functions described in the Documentation. For clarity, an “Application” means Paisley’s proprietary software that is specifically subscribed to Client pursuant to the SaaS Agreement.

2.2. Application Specific Terms. Each Application to which the Client subscribes may be subject to Application Specific Terms, as described in the SaaS Agreement. Client is subject to and responsible for compliance with all Application Specific Terms for the respective Application to which the Client subscribes.

2.3. Use. Client will have a limited right to Use the Application solely in connection with the Client listed on the SaaS Agreement by the Authorized Users and End Users (each as defined and set forth in Sections 1.4 and 5, respectively), and solely to perform the functions described in the Documentation. Client shall not allow any website that is not fully owned by Client to frame, syndicate, distribute, replicate, or copy any portion of Client’s website that provides direct or indirect access to the Application and/or to the Platform. Unless otherwise expressly permitted in the SaaS Agreement and subject to Section 1.6, Client shall not permit any other entities, divisions, subsidiaries, affiliated companies, or third parties to access the Platform.

2.4. Authorized Users. Unless otherwise specifically provided for in the SaaS Agreement, Client’s internal access to the Application is limited to employees of Client (the “Authorized Users”). Authorized Users have a limited right to Use the Application solely (i) in accordance with the Documentation, Section(s) 1.6 (General Restrictions) and 1.7 (Additional Restrictions), and the other use restrictions in these SaaS Terms, and (ii) for the internal use of the Client.

2.5. End Users. The Client’s end customers and/or users who are the general public may also access a limited portal in the Application in connection with the Client for a Use (collectively, the “End Users”) so as to provide inputs and to accept outputs from Client; such access will be conditioned upon each End Users agreement and compliance with certain end user terms, conditions and privacy policies that will be presented to End Users from time to time (collectively the “EULA”).

2.6. Client License Grant. Client grants to Paisley a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display and distribute Client Data as is reasonable or necessary for Paisley to perform or provide the Application. Client retains ownership of all Client Data (subject to the rights granted in this Section and in the Aggregate Data provision below).

2.7. Exclusivity. Unless otherwise specifically provided for in the SaaS Agreement, Client agrees during the Term indicated in the SaaS Agreement to exclusively use only the subscription and/or transaction services subscribed to in the SaaS Agreement from Paisley and not use any competing subscription and/or transactions services.

3. Use Restrictions

3.1. Responsibilities. You accept and assume sole responsibility for your use of the Platform.

3.2. Credentials. You may not share your log-in info/credentials or otherwise allow anyone else to use them to access the Platform.

3.3 Applicable laws. You agree that you will always comply with all applicable laws in connection with your use of the Platform. This means not violating any applicable law, legal right or protection, including but not limited to third parties’ privacy rights and intellectual property rights.

3.4 Content, use of site. The Platform may NOT be used for, or in connection with any of the following, any or all of which may result in your account being temporarily suspended or permanently terminated, at our sole discretion:

  • Email solicitation, Mass Emailing, Spamming, Phishing, and the like
  • Violating anyone’s privacy rights
  • Financial/monetary fraud or schemes
  • Computer fraud or other computer crimes
  • Defamation, discrimination, or harassment
  • Funding, encouraging, or facilitating any criminal or other illegal activities
  • Promoting, encouraging, or requesting any form of violence or harm to anyone
  • Collecting credit card information or third parties’ log-in credentials for other sites or platforms
  • Collecting highly sensitive personal information such as social security numbers, national ID cards or numbers, and the like, without what we deem to be a valid reason for doing so
  • Forms that include fields for the submitter to provide the personal information of any third party where the submitter does not have the permission of the third party to provide such information
  • Promoting your or other third-party product(s) or service(s) on our platform or website
  • Promoting products or services on social media platforms or other websites where such actions violate the terms of use or community guidelines of such platforms or websites
  • Money-making or other schemes involving legal, medical, or other professional services
  • Including a third party’s copyrighted or trademarked content or trade secrets in your form(s) without that party’s permission
  • Encouraging violence, bullying, or harm to others
  • Gathering, collecting, or asking for or suggesting that form submitters provide pornographic or sexually explicit content, or promoting or encouraging prostitution or other activities involving the exchange of sexual services as part of any transaction
  • Any other activity prohibited under these Terms or under applicable law
>

3.5. Right to Remove. You agree that we have the absolute and unconditional right to remove any form that we in our sole discretion believe is being used or may be used in connection with any of the above prohibited purposes or activities, whether such use is by you or others such as form submitters who may use your forms. In cases where we remove a form, we may at our sole discretion also disable your access to any past or future submissions to such forms.

3.6. Paisley Responsibility. You and your agents hereby forever release Paisley from any and all responsibility for any and all wrongs and violations of our terms or of the law committed by you relating to your use of the Platform.

3.7. No Reverse Engineering. You agree not to reproduce, duplicate, reverse engineer, copy, sell, resell, or exploit for any commercial purposes the Platform or any portion thereof or the offer or sell the right to use the Platform.

4. User Content

4.1. Data Use. You accept and agree that you have sole responsibility for the information, data, and content (collectively “Data”) you receive or collect from or in the forms that you create or use in connection with the Platform, and for what you do with that Data. You agree that Paisley is not responsible for and does not own any of that Data. You hereby authorize us to access, use and display Data for the purpose of and to the extent necessary to provide the Platform to you, customer support to you, to protect the Data, to protect our online and computer resources from unlawful cyberattacks, and to fulfill our legal obligations.

5. Fees

5.1. Fees. Client shall pay all Fees, expenses, and other financial obligations set forth in the applicable SaaS Agreement and/or these SaaS Terms. Unless otherwise provided in the SaaS Agreement, all Fees are to be paid to Paisley within thirty (30) days of the date of invoice. Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial periods) or at the maximum rate permitted by law, whichever is less. If Client has set up a direct debit, Paisley will not debit Client’s designated account before seven (7) days have elapsed from the date of the invoice. If Client is delinquent on a payment of Fees for fifteen (15) days or more, Paisley may suspend access to the Application and/or the Platform. Complaints concerning invoices must be made in writing within thirty (30) days from the date on the invoice. Invoices will be sent by electronic delivery unless requested otherwise by Client, in which case additional Fees will apply. Client agrees that End Users who do not pay Fees in accordance with the EULA will not be permitted to access the Platform.

5.2. Taxes. All amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Client shall reimburse Paisley and hold Paisley harmless for all sales, use, VAT, excise, property, or other taxes or levies which Paisley is required to collect or remit to applicable tax authorities. This provision does not apply to any taxes for which Client is exempt, provided Client has furnished Paisley with a valid tax exemption certificate.

5.3. Automatic Renewal. For subscriptions, you will be billed in advance on a recurring, periodic basis. Your Paisley subscription will automatically renew at the end of each billing cycle until you cancel your subscription.

5.4. Fee Changes. Paisley may from time to time make changes to Fees, including recurring Fees, Service Fees, or minimum commitments. Unless otherwise specified by Paisley, changes become effective for Client upon renewal of the then-current Term or upon the effective date of a new SaaS Agreement following the date the Fee change goes into effect. Paisley will use reasonable efforts to notify Client of the changes in advance through communications via Client’s Account, email or other means. Client may be required to accept or otherwise agree to the Fee change before renewing a Term or upon the effective date of a new SaaS Agreement, and in any event, continued use of any Paisley Offering after the Fee change goes into effect will constitute Client’s acceptance of such update. If Client does not agree to the Fee change, Client can reject the change by cancelling the SaaS Agreement prior to the Fee change going into effect.

6. Hosting and Security

6.1. Service Availability. Paisley will use reasonable efforts to achieve a Monthly Uptime Percentage of at least 99.5% for any calendar month. “Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month. “Downtime” means the time in which any service is not capable of being accessed or used by the Client, as monitored by Paisley.

6.2. Exclusion from Downtime. The following are not counted as Downtime for the purpose of calculating Monthly Uptime Percentage: (i) Service unavailability caused by scheduled maintenance of the platform used to provide the applicable service (Paisley will endeavor to provide seven (7) days’ advance notice of service-affecting scheduled maintenance); or (ii) Service unavailability caused by events outside of the direct control of Paisley or its subcontractor(s), including any force majeure event, the failure or unavailability of Client systems, the Internet, and the failure of any other technology or equipment used to connect to or access the service.

6.3. Support Services. Upon payment of the relevant Fees on the applicable SaaS Agreement in advance, Client may receive certain support services for the Application as specified in the applicable SaaS Agreement and subject to any additional terms stated therein.


6.4. Security. All confidential documents and information provided to Paisley by or on behalf of Client shall be stored and maintained by Paisley with commercially reasonable care for the types of records being stored and maintained. Online access to records or information shall be password protected and provided with commercially reasonable care for the types of records being stored and maintained. Without limiting the foregoing, Paisley specifically agrees to use commercially reasonable efforts to ensure that: (i) all servers, computers, and computer equipment used by Paisley to provide services pursuant to the SaaS Agreement will be maintained in good working order in compliance with generally accepted industry standards in light of the confidential nature of the documents in question and shall be located in a safe, controlled, and environmentally stable environment (including moisture and temperature controls) and reasonably protected against fires, hurricanes, flooding, or similar occurrences; (ii) all websites, files transfer protocols (FTPs), and any other online electronic system used by Paisley to provide services pursuant to the SaaS Agreement will be protected from security breaches by commercially reasonable firewalls and other intrusion detections systems and antivirus software; (iii) Paisley will have technical controls in place designed to ensure the availability of data and the security and confidentiality of Confidential Information; and (iv) all information provided by Paisley pursuant to the SaaS Agreement shall be encrypted while in transit over an open network.

7. Professional Services

7.1. Provision of Professional Services Paisley will perform Professional Services for Client as set forth in each applicable SOW subject to the terms and conditions of these SaaS Terms. Any additional scope or activities that extend beyond the Professional Services will require an additional SOW. For the avoidance of doubt, the SOW may contain terms and conditions specific to the applicable Professional Services ordered (via a SOW). Paisley may immediately cease performing Professional Services, without liability, if a SOW expires and is not immediately extended or replaced with a valid SOW.

7.2. Assistance. Client acknowledges that timely access to applicable Client Materials, resources, personnel, equipment or facilities is necessary for the provision of Professional Services. Client agrees to provide such access and to reasonably cooperate with Paisley during a Professional Services project. Paisley will have no liability for any delay or deficiency to the extent resulting from Client’s breach of its obligation under Section 7.

7.3. Client Materials. Client hereby grants Paisley a limited right to use any Client Material for the purpose of providing Professional Services to Client. Client will retain any of its rights (including all intellectual property rights) in and to the Client Materials. Client Materials comprising Confidential Information will be subject to Section 5 (Confidentiality). Client warrants that Client has and will have sufficient rights in the Client Materials to grant the rights to Paisley under these SaaS Terms and that the Client Materials will not violate any third-party rights.

7.4. Access to Client Data under a SOW. With respect to access to any Client Data under an SOW, Client is solely responsible for ensuring that both the duration and scope of access is strictly limited to the access required under the specific SOW. Client agrees that it will not grant Paisley access to Client Data unless specifically required in an SOW, and that Client will grant any such access only during the term of the applicable Professional Services project. To the extent access to Client Data is granted, unless otherwise specified in an SOW, Client will provide Paisley with: (i) secure Client workstations and networks for accessing Client Data that are monitored, managed, configured, supported and maintained by Client; and (ii) user ID/passwords to each Paisley resource that requires access to Client Data, and these credentials will be solely managed by Client.

7.5. License to Deliverables. The Professional Services Paisley performs and the resulting Deliverables will not be considered works made for hire and will be part of Paisley’s Technology which is exclusively owned by Paisley and no ownership rights thereto will accrue in any manner to Client. Client hereby agrees, upon written request from Paisley, to assign any rights of Client in such Deliverables to Paisley. Subject to the terms and conditions of these SaaS Terms (including Sections 1.6 (General Restrictions) and 1.7 (Additional Restrictions)), Paisley hereby grants Client a limited, non-exclusive, royalty-free, non-transferable worldwide license to use the Deliverables internally solely in connection with such Client’s use of the Service during the period in which such Client has valid access to the Service. The parties may mutually agree to SOWs with additional terms and restrictions related to the use of Deliverables provided as part of that project, in which case those terms and restrictions will also apply for purposes of those deliverables only.

7.6. Change Orders; Other Terms. Client may submit written requests to Paisley to change the scope of Professional Services under an existing SOW. Paisley will promptly notify Client if it believes that the requested change requires an adjustment to the Fees, schedule, assumptions or scope of performance of the Professional Services. Neither party is bound by changes to an SOW unless the parties have entered into a Change Order approved with respect thereto and only upon the mutual execution of a Change Order detailing the changes in scope, schedule, resource, fees, and/or budget to the SOW. Paisley may use subcontractors to deliver Professional Services but will remain responsible for the performance of those Professional Services under the applicable terms and conditions of these SaaS Terms. For clarity, Client will be responsible for any consumption and other Fees for the Service that are generated as part of the Professional Service.

7.7. Order of Precedence. Each SOW shall be governed by the terms and conditions of these SaaS Terms and the applicable SaaS Agreement; however, in the event of any conflict between these SaaS Terms and a SOW, the provisions of the SOW shall prevail.

7.8. Third Party Rights. Client acknowledges that in the event Paisley provides Professional Services pertaining to any third-party products (including software, hardware, equipment, or any other material), all rights in such third-party products (“Third Party Rights”) are retained by the respective third party. Client shall be required to obtain any Third Party Rights from the respective third party directly and any rights in the Professional Services related to such Third Party Rights will be subject to Client’s agreement with the respective third party.

7.9. Support. Paisley shall have no support and enhancement obligations related to any Professional Services except as otherwise specified in a SOW.

8. Termination

8.1. Term of Agreement. The term of these SaaS Terms is effective as of the Effective Date and will remain in effect until terminated in accordance with its terms. If there is no Software Agreement currently in effect, either party may terminate these SaaS Terms upon written notice to the other party. Each Software Agreement will terminate upon expiration of the applicable Term, unless expressly stated otherwise therein or in these SaaS Terms.

8.2. Term of Subscription and Transaction Services and Renewals. The Term of each Paisley Offering shall be as specified in the applicable Software Agreement. Except as otherwise specified in the Software Agreement, each Paisley Offering will automatically renew for additional periods equal to the applicable expiring Term or one year (whichever is shorter) (“Renewal Term”), unless either Party gives the other notice of non-renewal at least sixty (60) days before the end of the relevant Term.

8.3. Termination by Paisley. These SaaS Terms and any rights created hereunder may be terminated by Paisley: (i) if Client fails to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to Client if Client fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) Client files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.

8.4. Termination by Client. These SaaS Terms may be terminated by Client on providing ninety (90) days written notice to Paisley if Paisley fails to perform any material obligation required of it hereunder, and such failure is not cured within ninety (90) days from Paisley’s receipt of Client’s notice or a longer period if Paisley is working diligently towards a cure.

8.5. Effect of Termination. Upon termination of these SaaS Terms, Client shall no longer access the Platform and Client shall not circumvent any security mechanisms contained therein.

8.6. Other Remedies. Termination of SaaS Terms will not limit either party from pursuing other remedies available to it, including injunctive relief, nor will such termination relieve Client’s obligation to pay all fees that have accrued or are otherwise owed by Client under these SaaS Terms.

8.7. Suspension of Paisley Offerings. In addition to any of its other rights or remedies (including without limitation, any termination rights) set forth in these SaaS Terms, Paisley reserves the right to suspend the provision of the Paisley Offerings: (a) if any Fee is thirty (30) days or more overdue; (b) if Paisley deems such suspension necessary as a result of Client’s breach of Sections 1.6 (General Restrictions), 1.7 (Additional Restrictions), or Section 11 (Client Obligations); (c) if Paisley reasonably determines suspension is necessary to avoid material harm to Paisley or its customers, including if the Platform is experiencing denial of service attacks, mail flooding, or other attacks or disruptions outside of Paisley’s control; or (d) as required by law or at the request of governmental entities.

9. WARRANTY

9.1. No Malicious Code. To the knowledge of Paisley, the Application does not contain any malicious code, program, or other internal component (e.g. computer virus, computer worm, computer time bomb, or similar component), which could damage, destroy, or alter the Application, or which could reveal, damage, destroy, or alter any data or other information accessed through or processed by the Application in any manner. This warranty will be considered part of and covered under the provisions of these SaaS Terms. Client must: (i) notify Paisley promptly in writing of any nonconformance under this warranty; (ii) provide Paisley with reasonable opportunity to remedy any nonconformance under the provisions of these SaaS Terms; and (iii) provide reasonable assistance in identifying and remedying any nonconformance.

9.2. Authorized Representative. Client and Paisley warrant that each has the right to enter into these SaaS Terms and that these SaaS Terms and the Software Agreement executed hereunder will be executed by an authorized representative of each entity.

9.3. Services Warranty. Paisley warrants that: (a) the Service will operate in substantial conformity with the applicable Documentation; and (b) Professional Services and Deliverables will be provided in a professional and workmanlike manner and substantially in accordance with the specifications in the applicable Software Agreement and or the relevant SOW.

9.4. Disclaimer of Warranties. ANY AND ALL OF SOFTWARE, SERVICES, CONFIDENTIAL INFORMATION AND ANY OTHER TECHNOLOGY OR MATERIALS PROVIDED BY Paisley TO THE CUSTOMER ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION 6 OF THESE SAAS TERMS. PAISLEY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NEITHER PAISLEY (NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS OR LICENSORS) WARRANTS OR REPRESENTS THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER’S PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.

9.5. Modifications. Notwithstanding anything to the contrary in this Section 6, any and all warranties under these SaaS Terms will not apply if non-conformance was caused by: (i) Client’s misuse of the Service or Deliverables; (ii) modifications to the Service or Deliverables by Client or any third party; or (iii) any service or hardware of Client or any third parties used by Client in connection with the Service or Deliverables. For Professional Services and Deliverables, the warranty will not apply unless Client provides notice of a claim within thirty (30) days after the expiration of the applicable SOW.

10. Limitation of Liability

10.1. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Paisley BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES.

10.2. Disclaimer of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Paisley BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.

10.3. THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

11. Indemnification

11.1. Paisley Indemnity. Paisley agrees to defend, indemnify, and hold harmless Client, its officers, directors, employees, and agents from and against any and all damages, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising out of any third-party claim to the extent such claim is caused by: (i) An allegation that the Application, as provided by Paisley to Client, infringes or misappropriates any United States patent, copyright, or trade secret; (ii) Paisley’s material breach of any of its obligations set forth in this Agreement; or (iii) Any gross negligence or willful misconduct of Paisley or its employees, contractors, or agents in connection with the performance of this Agreement. Paisley will pay those damages and costs finally awarded against Client or agreed to in settlement of any such claim, provided that Paisley has approved such settlement in writing. Client must: (i) promptly notify Paisley of any claim under this Section; (ii) allow Paisley sole control of the defense or settlement of such claim, provided that Paisley shall not settle any claim in a manner that imposes a material obligation or liability on Client without Client’s prior written consent (such consent not to be unreasonably withheld); and (iii) reasonably cooperate with Paisley, at Paisley’s expense, in the defense or settlement of such claim. Client retains the right to participate in the defense of any claim with counsel of its choosing, at its own expense.

11.2. No Liability. Paisley will have no liability for any claim of infringement based on: (i) Platform which has been modified by parties other than Paisley where the infringement claim would not have occurred in the absence of such modification; (ii) Client’s use of the Platform in conjunction with data or third party software where use with such data or third party software gave rise to the infringement claim; or (iii) Client’s use of the Platform outside the permitted scope of these SaaS Terms.

11.3 Remedies. Should the Platform become, or in Paisley’s opinion is likely to become, the subject of a claim of infringement, Paisley may, at its option, (i) obtain the right for Client to continue using the Platform, (ii) replace or modify the Platform so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or (iii) if neither of the foregoing options is commercially reasonable, terminate the access and Use of the Platform. Upon such termination, Client shall cease accessing the Platform and Paisley will refund to Client, as Client’s sole remedy for such subscription termination, the Fees paid by Client for the terminated license for the past twelve (12) months. THIS SECTION 11 STATES THE ENTIRE LIABILITY OF Paisley WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE APPLICATION.

11.4. Client Indemnity. Client agrees to defend, indemnify, and hold Paisley and its officers, directors, employees, consultants, and agents harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees), and settlement amounts incurred in connection with any claim arising from or relating to Client’s: (i) breach of any of its obligations set forth in Section 11 (Client Obligations); (ii) Client’s gross negligence or willful misconduct; (iii) actual or alleged use of the Application in violation of these SaaS Terms or applicable law by Client or any Authorized Users, End Users or Permitted Contractors; (iv) any actual or alleged infringement or misappropriation of third party intellectual property rights arising from data provided to Paisley by the Client or otherwise inputted into the Application, whether by the Client, an Authorized User, End User or otherwise including Client Data; and/or (v) any claim of any kind by an End User except to the extent that such claim results from Paisley’s breach of the EULA, (vi) any violation by Client or its Authorized Users, of any terms, conditions, agreements or policies of Paisley.

11.5. Indemnification Procedures. Each indemnifying party’s obligations as set forth in this Section are subject to the other party: (i) giving the indemnifying party prompt written notice of any such claim or the possibility thereof; (ii) giving the indemnifying party sole control over the defense and settlement of any such claim; and (iii) providing full cooperation in good faith in the defense of any such claim.

12. Other Provisions

12.1. Assignment. You may not assign any or all of your rights or obligations under this Agreement without the prior written consent of Paisley. If we do give our consent, you agree to ensure that the assignee agrees in writing to the terms of this Agreement.

12.2. Modifications To the Platform. Paisley reserves the right to modify the Platform and any functionality provided in or through the Platform, and to stop offering such things for your use, with or without notice to you. We always endeavor to improve our products and services, but we do not warrant or guarantee that any of them or any particular features or functionality will always be available during the term of your subscription. Paisley shall not be liable to you or any third party for any such modifications or changes.

12.3. Additional Warranty Disclaimer. Paisley makes no warranty that the Platform or any aspect thereof, or anything you create or use in connection therewith, will be available 100% of the time or that they will be error free. You are solely responsible for any issues, problems, or damage you experience because of a mistake or error you make in connection with using the Platform and any aspect thereof.

12.4. Email Communications. By giving your email address to Paisley, you agree to receive occasional administrative, announcements, newsletters, sales, and marketing emails from Paisley. You can opt out from these emails by clicking on the “unsubscribe” link at the end of the emails.

12.5. Affiliates and Third Parties. At the direction and sole discretion of Paisley, affiliates of Paisley (the “Paisley Affiliates”) may perform certain tasks related to Paisley’s obligations and rights under the SaaS Agreement and the SaaS Agreement, including, but not limited to, invoicing, payment, technical support, project management and/or sales support. Client hereby consents to Paisley Affiliates’ role. Client further agrees and acknowledges that Paisley and Client are the only parties to the SaaS Agreement and the SaaS Agreement, and that any action taken by Paisley Affiliates in connection with the performance of Paisley’s obligations under the SaaS Agreement and the SaaS Agreement will not give rise to any cause of action against Paisley Affiliates, regardless of the theory of recovery. Paisley shall at all times retain full responsibility for Paisley Affiliates’ compliance with the applicable terms and conditions of the SaaS Agreement and the SaaS Agreement. Paisley will have the right to use third parties, including offshore entities who employ foreign nationals, as well as employees and contractors of Paisley Affiliates and subsidiaries, who may also be foreign nationals (collectively, “Subcontractors”) in the performance of its obligations hereunder and, for purposes of these SaaS Terms, all references to Paisley or its employees will be deemed to include such Subcontractors. Paisley will have the right to disclose Client Confidential Information to such third parties provided such third parties are subject to confidentiality obligations similar to those between Paisley and Client.

12.6. Compliance with Laws. Both parties agree to comply with all applicable laws, regulations, and ordinances relating to such party’s performance under these SaaS Terms.

12.7. Survival. Following any termination of an applicable SaaS Agreement: (i) the Client who is a party to that SaaS Agreement will remain obligated to pay any fees incurred and owed by it prior to such termination; and (ii) Section 11 of the SaaS Agreement and all of the Sections of these General Terms will survive and remain enforceable.

12.8. Notices. Any notice required under these SaaS Terms shall be given in writing and will be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified on the SaaS Agreement or to such other address as the parties may designate in writing. Any notice of material breach will clearly define the breach including the specific contractual obligation that has been breached.

12.9. Force Majeure. Paisley shall not be liable to you for any delay or failure to perform hereunder (excluding payment obligations which may be delayed but not excused) due to circumstances our party’s reasonable control, including acts of God, acts of government, pandemic, flood, fire, earthquakes, civil unrest, acts of terror, labor strikes, service disruptions involving hardware, software or power systems not within such party’s reasonable control, and denial of service attacks.

12.10. Limited Liability. No owner, director, manager, officer, agent or employee of Paisley or you shall have any personal liability or obligation of any kind under or in connection with these General Terms or any applicable SaaS Agreement.

12.11. Severability and Reformation. Each provision of these SaaS Terms is a separately enforceable provision. If any provision of these SaaS Terms is determined to be or becomes unenforceable or illegal, such provision will be reformed to the minimum extent necessary in order for these SaaS Terms to remain in effect in accordance with its terms as modified by such reformation.

12.12. Interpretation. These General Terms and any applicable SaaS Agreement shall be construed in accordance with its fair meaning, with no regard whatsoever to who drafted such document. As used in these General Terms or any applicable SaaS Agreement, unless the context expressly indicates otherwise, the word “or” is inclusive and means “and/or” and the word “including” (and any variation of that word) is inclusive and means “including without limitation” (or a phrase of equivalent meaning)

12.13. Use of Name. Notwithstanding any other provision these General Terms or to these General Terms or any applicable SaaS Agreement, Paisley may use your name and logo (if applicable) in listing you as a customer of Paisley who is using or has used the Platform.


12.14. Signatures. The SaaS Agreement and any other document or instrument related thereto may be signed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same agreement. The SaaS Agreement and any other document or instrument relating thereto may be executed by a party’s signature transmitted electronically in pdf or other electronic format, and copies of the SaaS Agreement and any such document or instrument executed and delivered by means or electronic format signatures (including any signatures via DocuSign or any other electronic signature application) shall have the same force and effect as copies hereof executed and delivered with original signatures. All parties may rely upon electronic format signatures as if such signatures were originals. All parties agree that an electronic format signature may be introduced into evidence in any proceeding arising out of or related to the SaaS Agreement or any such document or instrument as if it were an original signature.

12.15. Governing Law. These General Terms and any applicable SaaS Agreement shall be governed by the laws of the State of North Carolina, USA regardless of any conflicts of law or choice of law principles of any jurisdiction, including but not limited to claims under state consumer protection laws, unfair competition laws, and in tort. The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to these SaaS Terms. The parties agree that the federal and state courts located in Mecklenburg County, North Carolina, USA will have exclusive jurisdiction for any dispute arising under, out of, or relating to these SaaS Terms. Mediation will be held in Mecklenburg County, North Carolina, USA.

12.16. Dispute Resolution.

a. Negotiations. Where there is a dispute, controversy, or claim arising under, out of, or relating to these SaaS Terms, the aggrieved party shall notify the other party in writing of the nature of such dispute with as much detail as possible about the alleged deficient performance of the other party. A representative from senior management of each of the parties shall meet in person or communicate by video conference or telephone within five (5) business days of the date of the written notification in order to reach an agreement about the nature of the alleged deficiency and the corrective action to be taken by the respective parties.

b. Mediation. Any dispute, controversy, or claim arising under, out of, or relating to these SaaS Terms and any subsequent amendments of these SaaS Terms, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach, or termination, as well as non-contractual claims, and any claims with respect to the validity of this mediation agreement (hereinafter the “Dispute”), shall be submitted to mediation in accordance with the then- current WIPO Mediation Rules. The language to be used in the mediation will be English.

c. Opportunity to Cure. Notwithstanding anything contained hereunder, Client agrees and acknowledges that no dispute resolution or litigation will be pursued by Client for any breach of these SaaS Terms until and unless Paisley has had an opportunity to cure any alleged breach. Client agrees to provide Paisley with a detailed description of any alleged failure and a description of the steps that Client understands must be taken by Paisley to resolve the failure. Paisley shall have thirty (30) days from Paisley’s receipt of Client’s notice to complete the cure.

d. Injunctive Relief. The parties agree that it will not be inconsistent with their duty to mediate to seek injunctive or other interim relief from a competent court. The parties, in addition to all other available remedies, shall each have the right to initiate an action in any court of competent jurisdiction in order to request injunctive or other interim relief with respect to a violation of intellectual property rights or confidentiality obligations. The choice of venue does not prevent a party from seeking injunctive or any interim relief in any appropriate jurisdiction.

Contacting Us

If there are any questions regarding this privacy policy you may contact us using the information below.

210 Delburg St.
Davidson, NC 28036
(704) 998-1411
[email protected].