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Terms of Service

Effective Date: January 20, 2025

Last Updated: January 20, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether personally or on behalf of an entity) and Sivuno ("Company," "we," "our," or "us") concerning your access to and use of our AI-powered spend classification services, including our website, application, and related services (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you must not access or use the Services. If you are accessing or using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Services

Sivuno provides cloud-based, AI-powered spend classification and procurement intelligence services, including:

  • Automated classification of spend data using machine learning algorithms
  • Supplier information research and analysis
  • Strategic sourcing recommendations and insights
  • Data visualization and reporting tools
  • Export and integration capabilities
  • Related professional services and support

The Services are provided on a Software-as-a-Service (SaaS) basis, subject to the subscription plan you select and the transaction limits associated with your account.

3. User Accounts and Registration

3.1 Account Creation

To access certain features of the Services, you must register for an account. You agree to:

  • Provide accurate, current, and complete information during registration
  • Maintain and promptly update your account information
  • Keep your password confidential and secure
  • Accept responsibility for all activities under your account
  • Immediately notify us of any unauthorized use or security breach

3.2 Account Types

We offer different account types with varying features and transaction limits. Your rights and obligations may vary based on your account type. Enterprise accounts may be subject to additional terms in a separate agreement.

3.3 Age Requirements

You must be at least 16 years old to use the Services. By using the Services, you represent that you meet this age requirement.

4. Acceptable Use Policy

4.1 Permitted Use

You may use the Services only for lawful purposes and in accordance with these Terms. You agree to use the Services only for your internal business purposes and not to resell or redistribute the Services without our express written consent.

4.2 Prohibited Uses

You agree not to:

  • Violate any applicable laws, regulations, or third-party rights
  • Upload or transmit viruses, malware, or other harmful code
  • Attempt to gain unauthorized access to any part of the Services or related systems
  • Use the Services for any illegal, fraudulent, or unauthorized purpose
  • Process data that you do not have the legal right to process
  • Reverse engineer, decompile, or disassemble any part of the Services
  • Remove, alter, or obscure any proprietary notices on the Services
  • Use automated systems or software to extract data from the Services (scraping)
  • Interfere with or disrupt the Services or servers/networks connected to the Services
  • Attempt to probe, scan, or test the vulnerability of the Services
  • Use the Services to benchmark against competing products without our consent
  • Share your account credentials or allow unauthorized access to your account

5. Data Processing and Ownership

5.1 Your Data

You retain all rights, title, and interest in and to the data you submit to the Services ("Customer Data"). By using the Services, you grant us a limited, non-exclusive license to process your Customer Data solely to provide the Services to you and as described in our Privacy Policy.

5.2 Data Processing Agreement

To the extent we process personal data on your behalf, we will do so in accordance with our Data Processing Agreement, which is incorporated into these Terms by reference and available upon request. We will process personal data as a data processor acting on your instructions.

5.3 Data Security

We implement commercially reasonable technical and organizational measures to protect Customer Data. However, you acknowledge that no method of electronic storage or transmission is 100% secure. You are responsible for maintaining appropriate security and backup of your Customer Data.

5.4 Aggregated Data

We may create aggregated, anonymized data from Customer Data and use it to improve our Services, create industry benchmarks, and for other business purposes. Such aggregated data will not identify you or any individual.

6. AI and Automated Processing

6.1 Nature of AI Processing

The Services use artificial intelligence and machine learning algorithms to classify and analyze data. While we strive for accuracy, you acknowledge that:

  • AI-generated classifications and recommendations are not guaranteed to be 100% accurate
  • Results should be reviewed and validated by qualified personnel
  • We are not responsible for decisions made based solely on AI-generated outputs
  • The AI models may be updated periodically, which may affect results

6.2 Human Review

You have the right to request human review of automated processing results that significantly affect you or your organization. Contact our support team for assistance with human review requests.

7. Billing and Payment

7.1 Subscription Plans

The Services are offered through various subscription plans with different features and transaction limits. Current pricing and plans are available on our website. We reserve the right to modify pricing with reasonable notice.

7.2 Payment Terms

  • Payment is due upon subscription unless otherwise agreed
  • All fees are non-refundable except as required by law or as explicitly stated
  • You are responsible for all applicable taxes
  • We may suspend Services for non-payment after providing notice

7.3 Transaction Limits

Your subscription includes specific transaction processing limits. Exceeding these limits may result in additional charges or require upgrading to a higher-tier plan. We will notify you when approaching your limits.

8. Intellectual Property Rights

8.1 Our Intellectual Property

The Services and all related content, features, and functionality (including but not limited to software, algorithms, text, displays, images, video, audio, design, and logos) are owned by Sivuno, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

8.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during your subscription term.

8.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, worldwide license to use such feedback without compensation or attribution.

9. Third-Party Services and Content

9.1 Third-Party Integrations

The Services may integrate with third-party services. Your use of such integrations is governed by the third party's terms and policies. We are not responsible for third-party services.

9.2 Third-Party Data

We may provide supplier information and other third-party data through the Services. While we strive for accuracy, we do not guarantee the completeness or accuracy of third-party data and are not liable for decisions based on such data.

10. Warranties and Disclaimers

10.1 Service Warranty

We warrant that the Services will perform materially in accordance with the applicable documentation during your subscription term. Your sole remedy for breach of this warranty is correction of the Services or, if we cannot correct the issue, termination and a pro-rata refund.

10.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OR RESULTS OBTAINED THROUGH THE SERVICES.

11. Indemnification

11.1 Your Indemnification

You agree to defend, indemnify, and hold harmless Sivuno, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or expenses (including attorneys' fees) arising from:

  • Your use of the Services
  • Your violation of these Terms
  • Your violation of any third-party rights
  • Your Customer Data or the combination of your Customer Data with other applications or data

11.2 Our Indemnification

We will defend you against any third-party claim that the Services infringe such third party's intellectual property rights, and we will pay any resulting adverse final judgment or settlement, provided you promptly notify us of the claim and cooperate with our defense.

12. Limitation of Liability

12.1 Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE LEGAL THEORY, WHETHER OR NOT THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability

EXCEPT FOR INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY, EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13. Confidentiality

Each party will maintain the confidentiality of the other party's Confidential Information and will not use or disclose such information except as necessary to perform under these Terms or as required by law. "Confidential Information" means all non-public information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential.

14. Term and Termination

14.1 Term

These Terms commence when you first access the Services and continue until terminated. Subscription terms are specified in your order or subscription selection.

14.2 Termination for Convenience

You may terminate your subscription at any time through your account settings or by contacting us. Termination takes effect at the end of your current subscription period.

14.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of notice.

14.4 Effect of Termination

Upon termination:

  • Your right to use the Services immediately ceases
  • We will delete your Customer Data within 30 days unless legally required to retain it
  • You remain liable for all fees incurred before termination
  • Sections that by their nature should survive will remain in effect

15. Dispute Resolution

15.1 Informal Resolution

Before filing a claim, each party agrees to try to resolve the dispute informally by contacting the other party. We will try to resolve disputes informally for at least 30 days.

15.2 Arbitration

If informal resolution fails, any dispute arising from these Terms will be resolved through binding arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules. The arbitration will be conducted in English and the arbitrator's decision will be final and binding.

15.3 Exceptions

Either party may seek injunctive relief in court for violations of intellectual property rights, confidentiality obligations, or to prevent irreparable harm.

16. Export Controls and Sanctions

You may not use the Services in violation of U.S. export control laws and regulations or any economic sanctions. You represent that you are not on any U.S. government list of prohibited or restricted parties.

17. General Provisions

17.1 Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

17.2 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Data Processing Agreement, constitute the entire agreement between you and Sivuno regarding the Services and supersede all prior agreements.

17.3 Modifications

We may modify these Terms at any time. Material changes will be notified via email or through the Services at least 30 days before taking effect. Continued use after changes indicates acceptance.

17.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms without restriction in connection with a merger, acquisition, or sale of assets.

17.5 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

17.6 Waiver

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term.

17.7 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, riots, or internet service provider failures.

18. Contact Information

For questions about these Terms of Service, please contact us:

  • Email: legal@sivuno.com
  • Website: https://sivuno.com/contact
  • Postal Address: [Company Address]

19. Additional Terms for Specific Users

19.1 Enterprise Customers

Enterprise customers may be subject to additional terms in a separately executed agreement, which will take precedence over conflicting provisions in these Terms.

19.2 Free Trial Users

If you are using a free trial or promotional offer, additional terms may apply. Free trials are provided "as is" without any warranties, and we may terminate free trials at any time.

19.3 Government Users

If you are a U.S. government entity, the Services are "Commercial Items" as defined at 48 C.F.R. §2.101, and your rights are limited to those granted to all other users under these Terms.