This Subscription Agreement (“Agreement”) is entered into by and between iSpanify LLC, a Texas limited liability company (“iSpanify,” “we,” “us,” or “our”), and the business, organization, company, entity, or individual that creates an account, signs an Order, accepts this Agreement, pays for the Service, or uses the Service (“Customer,” “you,” or “your”).
By clicking “I agree,” checking an acceptance box, signing electronically, creating an account, submitting payment information, submitting an Order, accessing the Service, or using the Service, Customer agrees to be bound by this Agreement and represents that the person accepting this Agreement has legal authority to bind Customer.
If Customer does not agree to this Agreement, Customer must not access or use the Service.
1. Definitions
“Service” means the iSpanify business-operations platform, including the web application, mobile application, dashboards, workflows, automations, SOP tools, task tools, training tools, HR tools, KPI tools, audit tools, reporting tools, documents, templates, AI-assisted tools, Industry Packs, integrations, updates, documentation, and related features made available by iSpanify.
“Customer Data” means all data, content, documents, SOPs, forms, employee records, contractor records, operational records, customer records, client records, task records, audit records, training materials, performance records, messages, files, images, reports, business information, and other materials submitted to, uploaded to, stored in, generated through, or processed through the Service by Customer or Authorized Users.
“Authorized Users” means Customer’s employees, contractors, managers, owners, officers, franchisees, locations, advisors, agents, service providers, or other individuals Customer authorizes to access or use the Service under Customer’s account.
“Order” means the plan, subscription, invoice, checkout page, order form, pricing page, proposal, statement of work, or written order accepted by Customer that describes the selected plan, subscription term, pricing, active locations, users, modules, add-ons, Industry Packs, implementation services, or other commercial terms.
“Policies” means iSpanify’s Terms of Service, Privacy Policy, Acceptable Use Policy, Data Processing Addendum, Refund and Cancellation Policy, Cookie Policy, and any other policies incorporated into this Agreement or made available through the Service.
“Industry Packs” means industry-specific templates, workflows, forms, SOPs, dashboards, training materials, task structures, audit templates, or other configurations made available for specific industries, including spa and wellness, salon, retail, home services, franchise organizations, professional services, and other business categories.
2. The Service
iSpanify provides a business-operations software platform designed to help businesses organize, manage, track, standardize, and improve internal operations.
The Service may include tools for tasks, SOPs, training, HR, hiring, KPI tracking, performance reviews, audits, documents, assets, calendars, reports, announcements, approvals, AI assistance, customer workflows, employee workflows, location management, franchise operations, onboarding, and business analytics.
The Service is designed to support Customer’s business operations. It is not a replacement for licensed legal, tax, accounting, payroll, medical, financial, employment, franchise, insurance, or regulatory advice.
Customer is solely responsible for Customer’s business decisions, employment decisions, payroll decisions, compensation decisions, tax filings, customer communications, employee communications, franchise compliance, legal compliance, regulatory compliance, and business outcomes.
3. License and Access Rights
Subject to this Agreement and payment of applicable fees, iSpanify grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the applicable subscription term solely for Customer’s internal business operations.
Customer may allow Authorized Users to access and use the Service on Customer’s behalf. Customer is responsible for all Authorized Users and for all activity under Customer’s account.
Customer may not copy, sell, rent, lease, sublicense, resell, distribute, modify, reverse engineer, decompile, scrape, commercially exploit, or create derivative works from the Service except as expressly permitted by this Agreement.
All rights not expressly granted to Customer are reserved by iSpanify.
4. Business Use Only
The Service is intended for business and organizational use only.
Customer represents that it is using the Service for business purposes and not primarily for personal, family, household, or consumer purposes.
If Customer uses the Service to communicate with its own employees, contractors, applicants, customers, clients, members, guests, vendors, franchisees, or other third parties, Customer is solely responsible for obtaining all legally required consents, notices, permissions, approvals, and authorizations.
5. Accounts and Security
Customer must provide accurate and complete account, business, billing, and contact information.
Customer is responsible for keeping login credentials, admin access, API keys, authentication methods, and connected accounts secure and confidential.
Customer is responsible for all activity under Customer’s account, including activity by Authorized Users and any person who accesses the Service using Customer’s credentials.
Customer must promptly notify iSpanify at security@ispanify.com if Customer becomes aware of unauthorized access, credential compromise, suspected data breach, security incident, misuse of the Service, or unauthorized use of Customer’s account.
iSpanify may require multi-factor authentication, password standards, role-based access controls, or other security measures for certain features, plans, users, or accounts.
Customer is responsible for managing Authorized User access, permissions, roles, terminations, and account removals.
6. Authorized Users and Customer Responsibility
Customer is responsible for ensuring that Authorized Users comply with this Agreement and the Policies.
Customer is responsible for assigning appropriate user permissions and limiting access based on each user’s role.
Customer is responsible for removing access when an Authorized User no longer works for Customer, no longer needs access, changes roles, or should no longer be permitted to access Customer Data.
Any breach of this Agreement by an Authorized User is considered a breach by Customer.
7. Acceptable Use
Customer agrees not to, and not to allow any Authorized User or third party to:
- Use the Service for unlawful, fraudulent, deceptive, harmful, abusive, or unauthorized purposes.
- Upload, transmit, store, or distribute malware, viruses, spyware, ransomware, malicious code, or harmful files.
- Access or attempt to access accounts, systems, networks, tenants, data, or environments without authorization.
- Probe, scan, test, attack, bypass, disable, or interfere with the security, integrity, availability, or performance of the Service.
- Interfere with or disrupt the Service, servers, networks, infrastructure, or other customers.
- Scrape, harvest, copy, or bulk-export data except through supported Service features.
- Upload or use content that infringes intellectual property, privacy, publicity, contractual, employment, or other rights.
- Send spam, unauthorized marketing, unlawful SMS messages, unlawful emails, or unsolicited communications.
- Harass, threaten, abuse, discriminate against, defame, exploit, or harm others.
- Misrepresent identity, authority, affiliation, employment status, business status, franchise status, or customer status.
- Use the Service to make final employment, medical, legal, tax, credit, housing, insurance, or other high-impact decisions without appropriate human review and professional guidance.
- Use the Service to store protected health information requiring HIPAA compliance unless iSpanify has separately signed a Business Associate Agreement.
- Use the Service for regulated medical diagnosis, treatment, prescribing, or clinical decision-making.
- Resell, white-label, sublicense, rent, lease, or provide the Service to third parties without iSpanify’s prior written consent.
- Use the Service to compete with iSpanify, benchmark the Service for competitive purposes, or copy iSpanify’s platform, workflows, structure, templates, or product design.
- Remove, obscure, or alter any proprietary notices, branding, or ownership notices.
- Violate any applicable law, regulation, industry standard, court order, or third-party agreement.
Customer is responsible for ensuring that all Customer Data is lawful, accurate, properly authorized, and appropriate for use in the Service.
8. Free Trials
iSpanify may offer free trials, beta access, demo access, pilot access, or evaluation access.
Trial access is provided for evaluation only. Trial features may be limited, modified, suspended, or discontinued at any time.
If a free trial converts to a paid subscription, iSpanify will disclose the applicable plan, price, billing date, renewal terms, and cancellation method at sign-up, checkout, or in the applicable Order.
Customer authorizes iSpanify or its payment processor to charge the selected payment method when the paid subscription begins unless Customer cancels before the trial ends.
Trial access, beta features, pilot features, and demo environments are provided “as is” and “as available” without warranty.
9. Subscription Term and Renewal
Paid subscriptions begin when Customer submits an Order, completes checkout, accepts an invoice, signs an order form, or otherwise starts a paid plan.
Unless the applicable Order states otherwise, subscriptions continue for the billing period selected by Customer and automatically renew for successive periods of the same length unless Customer cancels before the end of the then-current billing period.
Subscription pricing may be based on plan type, number of active locations, number of users, modules, Industry Packs, add-ons, usage, implementation services, onboarding services, support level, or other terms stated in the applicable Order.
Annual plans are billed in advance and are non-refundable except where required by law or expressly agreed in writing by iSpanify.
Downgrades, location reductions, user reductions, module removals, or plan reductions take effect at the next renewal unless iSpanify agrees otherwise in writing.
Customer is responsible for reviewing the Order, billing terms, renewal terms, cancellation terms, and pricing before accepting or paying.
10. Cancellation
Customer may cancel renewal through account settings, if available, or by contacting billing@ispanify.com.
Cancellation takes effect at the end of the current billing period unless the applicable Order states otherwise or applicable law requires otherwise.
Customer will retain access to the paid Service until the end of the current paid billing period, subject to this Agreement.
Cancellation stops future renewal. Cancellation does not cancel amounts already due, does not create a refund right, and does not eliminate payment obligations for the current subscription term.
If Customer cancels during a free trial before the trial ends, Customer will not be charged for the paid plan unless Customer already selected or used paid services that are separately billable.
11. Fees and Payment
Customer agrees to pay all fees stated in the applicable Order.
Fees are billed in advance unless otherwise stated in the Order.
Customer authorizes iSpanify and its payment processor to charge the payment method on file for all fees, taxes, renewals, add-ons, implementation fees, onboarding fees, setup fees, usage fees, late fees, and other amounts due.
Customer must keep a valid payment method on file.
If Customer adds users, locations, modules, Industry Packs, integrations, or add-ons during a subscription term, iSpanify may charge prorated or full-period fees as described in the Order or checkout process.
All fees are in U.S. dollars unless otherwise stated.
12. Taxes
Fees are exclusive of taxes.
Customer is responsible for all applicable sales, use, value-added, withholding, excise, transaction, and similar taxes, duties, or governmental charges, except taxes based on iSpanify’s net income.
If iSpanify is required to collect or remit taxes, iSpanify may charge those taxes to Customer.
Customer is responsible for providing accurate tax information and exemption certificates, if applicable.
13. No Refunds
Except where required by law or expressly agreed in writing by iSpanify, all fees are non-refundable.
This includes subscription fees, annual plan fees, monthly plan fees, implementation fees, onboarding fees, setup fees, migration fees, customization fees, consulting fees, integration fees, add-on fees, unused-user fees, unused-location fees, unused-feature fees, partial-month fees, partial-year fees, downgrade differences, and early-cancellation amounts.
Customer is not entitled to a refund because Customer did not use the Service, did not complete onboarding, did not invite users, did not launch internally, did not connect integrations, changed business needs, reduced locations, terminated employees, closed locations, or stopped using the Service.
14. Late Payments, Failed Payments, and Collection Costs
Fees are due when stated in the applicable Order, invoice, checkout page, or billing schedule.
If any amount is not paid when due, iSpanify may, without limiting any other rights or remedies:
- suspend or limit Customer’s access to the Service;
- pause onboarding, implementation, support, customization, data migration, AI configuration, or integration work;
- require payment of all past-due amounts before restoring access;
- require an updated payment method;
- require advance payment before continuing service;
- recover chargeback fees, failed-payment fees, bank fees, payment-processor fees, collection costs, and reasonable attorneys’ fees to the extent permitted by law; and
- terminate the account if the balance remains unpaid.
Past-due amounts may accrue late-payment interest at the lesser of: (a) 1.5% per month, calculated daily and applied as simple interest; or (b) the maximum rate permitted by applicable law.
Any payment returned, rejected, reversed, disputed, or charged back may also be subject to a reasonable administrative fee, payment-processor fee, bank fee, or collection cost to the extent permitted by law.
Customer agrees to contact iSpanify at billing@ispanify.com before initiating a chargeback so the parties may attempt to resolve the billing issue directly.
Accounts with unresolved chargebacks may be suspended or terminated.
If any interest, fee, charge, or amount under this Agreement is determined to exceed the maximum amount permitted by applicable law, the amount will automatically be reduced to the maximum lawful amount, and any excess amount collected will be credited or refunded as required by law.
Suspension does not relieve Customer of payment obligations. Customer remains responsible for all fees due through the end of the current subscription term.
15. Price Changes
iSpanify may change pricing, plan features, packaging, add-ons, usage limits, or billing methods from time to time.
For existing paid subscriptions, iSpanify will provide reasonable notice of material pricing changes before the next renewal or billing cycle.
Continued use of the Service after a pricing change takes effect constitutes acceptance of the new pricing.
If Customer does not agree to a pricing change, Customer must cancel before the change takes effect.
16. Customer Data Ownership
As between Customer and iSpanify, Customer owns Customer Data.
Customer grants iSpanify a limited, worldwide, non-exclusive license to host, process, transmit, display, copy, back up, analyze, and use Customer Data as necessary to provide, secure, maintain, support, troubleshoot, improve, and operate the Service; comply with law; enforce this Agreement; prevent fraud or abuse; and fulfill Customer’s instructions.
Customer represents and warrants that Customer has all rights, permissions, consents, notices, and lawful bases required to submit Customer Data to the Service and allow iSpanify to process Customer Data under this Agreement.
Customer is solely responsible for the accuracy, legality, quality, integrity, reliability, and appropriateness of Customer Data.
17. Privacy and Data Processing
iSpanify’s collection, use, and processing of personal information is described in iSpanify’s Privacy Policy and Data Processing Addendum.
For Customer Data processed on behalf of Customer, Customer is generally the controller, business, or data owner, and iSpanify acts as a processor or service provider as described in the Data Processing Addendum.
For account information, billing information, website information, analytics information, support communications, and iSpanify business-contact information, iSpanify may act as an independent controller as described in the Privacy Policy.
iSpanify does not sell Customer Data.
Customer is responsible for providing privacy notices to its own employees, contractors, applicants, customers, clients, members, guests, vendors, franchisees, and other individuals where required by law.
Customer is responsible for ensuring that its use of the Service complies with applicable privacy, data-protection, employment, consumer-protection, SMS, email, marketing, and recordkeeping laws.
18. Data Security
iSpanify will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data.
These safeguards may include encryption in transit, access controls, role-based permissions, least-privilege access, logging, monitoring, backups, security reviews, and tenant-separation controls.
Customer acknowledges that no software, network, system, cloud service, or transmission method is completely secure.
Customer is responsible for securing its own devices, networks, credentials, user access, connected accounts, third-party integrations, and internal security practices.
iSpanify will notify Customer without undue delay after becoming aware of a confirmed personal-data breach affecting Customer Data, consistent with applicable law.
19. Subprocessors and Third-Party Vendors
iSpanify may use subprocessors, vendors, contractors, and third-party service providers to provide, host, secure, support, analyze, bill, communicate, improve, or operate the Service.
These providers may include cloud hosting providers, database providers, analytics providers, email providers, SMS providers, payment processors, customer support tools, AI service providers, monitoring tools, storage providers, and infrastructure vendors.
iSpanify will impose appropriate confidentiality and data-protection obligations on subprocessors that process Customer Data on iSpanify’s behalf.
Customer authorizes iSpanify to use subprocessors as necessary to provide the Service.
20. Data Export and Deletion
During the subscription term, Customer may export Customer Data through available Service features where supported.
After termination or expiration, Customer may request export of Customer Data within 30 days, unless the account was terminated for unlawful conduct, security risk, nonpayment, or other serious violation.
After the export period, iSpanify may delete Customer Data in the ordinary course.
Deleted data may continue to exist for a limited time in backups, logs, archives, audit records, legal records, security records, or systems where deletion is not technically immediate.
iSpanify may retain information as necessary to comply with law, resolve disputes, enforce agreements, prevent fraud or abuse, maintain security, preserve audit trails, or comply with legitimate business recordkeeping obligations.
21. Confidentiality
Each party may receive non-public business, technical, financial, operational, product, customer, employee, strategic, or other confidential information from the other party (“Confidential Information”).
The receiving party will use Confidential Information only to perform under this Agreement, protect it with reasonable care, and not disclose it except to personnel, contractors, advisors, service providers, affiliates, or legal authorities who have a legitimate need to know and are bound by confidentiality obligations or professional duties.
Confidentiality obligations do not apply to information that is publicly available without breach, independently developed without use of Confidential Information, rightfully received from a third party without confidentiality restriction, or required to be disclosed by law.
If disclosure is required by law, the receiving party will provide notice to the disclosing party where legally permitted.
22. Intellectual Property
iSpanify and its licensors own all rights, title, and interest in and to the Service, including software, source code, object code, workflows, templates, forms, documents, Industry Packs, AI tools, dashboards, designs, interfaces, reports, configurations, business logic, automations, documentation, trademarks, trade names, logos, and other intellectual property.
Customer receives only the limited access rights expressly stated in this Agreement.
No ownership rights are transferred to Customer.
Customer may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, or use iSpanify’s intellectual property except as expressly permitted by this Agreement.
23. Customer Content and Templates
Customer retains ownership of Customer’s pre-existing content, documents, SOPs, forms, policies, training materials, brand materials, and business materials uploaded to the Service.
If Customer uses iSpanify templates, Industry Packs, AI-generated drafts, or prebuilt workflows, Customer is responsible for reviewing, editing, approving, and adapting them to Customer’s business, jurisdiction, industry, and compliance needs before use.
iSpanify templates and Industry Packs are provided for operational support only and are not legal, HR, tax, medical, payroll, franchise, or regulatory advice.
24. Feedback
If Customer provides feedback, suggestions, ideas, requests, recommendations, corrections, improvements, or other input regarding the Service, Customer grants iSpanify a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, modify, commercialize, and incorporate that feedback without restriction, compensation, attribution, or obligation to Customer.
25. Trademarks and Publicity
“iSpanify” is a trademark, trade name, and brand of iSpanify LLC.
Customer may not use iSpanify’s name, logo, trademarks, or branding without iSpanify’s prior written consent, except as necessary to identify Customer’s use of the Service.
iSpanify may identify Customer as a customer of iSpanify using Customer’s name and logo in customer lists, websites, presentations, and marketing materials unless Customer opts out by written notice to legal@ispanify.com.
26. AI-Assisted Features
The Service may include AI-assisted features that generate, summarize, classify, recommend, translate, draft, analyze, or organize content.
AI outputs may be incomplete, inaccurate, outdated, biased, noncompliant, or unsuitable for Customer’s specific business needs.
Customer is solely responsible for reviewing, verifying, editing, approving, and using AI outputs.
Customer must not rely on AI outputs as a substitute for professional legal, tax, accounting, payroll, medical, employment, franchise, financial, insurance, or regulatory advice.
Customer must not use AI-assisted features to make final employment, disciplinary, compensation, medical, legal, credit, housing, insurance, or other high-impact decisions without appropriate human review and professional guidance.
iSpanify does not guarantee that AI outputs are correct, compliant, original, complete, or appropriate for Customer’s intended use.
27. Third-Party Services and Integrations
The Service may integrate with third-party platforms, including payment processors, POS systems, booking systems, payroll systems, accounting platforms, marketing tools, SMS providers, email providers, social media platforms, cloud storage providers, analytics providers, AI providers, e-commerce platforms, and other business tools.
Customer’s use of third-party services is governed by those providers’ own terms, policies, fees, and privacy practices.
iSpanify is not responsible for third-party services, including their availability, pricing, uptime, security, errors, delays, data handling, support, or performance.
By enabling an integration, Customer authorizes iSpanify to exchange data with the third-party service as necessary to provide the integration.
iSpanify may suspend, limit, or disable integrations if required for security, compliance, vendor limitations, Service stability, nonpayment, or legal reasons.
28. Payment Processing Features
If the Service includes or connects to payment-processing features, Customer acknowledges that payments may be processed by third-party payment processors.
iSpanify is not a bank, money transmitter, payment processor, payroll provider, or financial institution unless expressly stated in writing.
Customer is responsible for complying with all laws, card-network rules, tax obligations, refund obligations, chargeback rules, customer-payment disclosures, and payment-processing requirements applicable to Customer’s business.
iSpanify is not responsible for payment holds, reserves, chargebacks, processor decisions, failed transactions, delayed payouts, declined payments, or third-party processor actions.
29. Payroll, HR, and Employment Features
If the Service includes HR, payroll-support, scheduling, performance, hiring, compensation, or employee-management features, those features are operational tools only.
iSpanify is not Customer’s employer, co-employer, payroll provider, legal advisor, HR advisor, tax advisor, or benefits administrator.
Customer is solely responsible for wage-and-hour compliance, overtime compliance, payroll taxes, employee classification, contractor classification, benefits, leave laws, hiring practices, termination decisions, workplace policies, discrimination laws, labor laws, and employment records.
Customer must independently review and approve any payroll, compensation, performance, hiring, scheduling, disciplinary, or employment-related output before relying on it.
30. Franchise and Multi-Location Features
If Customer uses the Service for franchise, licensing, brand-standard, or multi-location operations, Customer is solely responsible for franchise law compliance, disclosure obligations, franchise agreements, operations manuals, training requirements, brand standards, audits, royalty calculations, franchisee communications, and relationship management.
iSpanify does not provide franchise legal advice and does not replace franchise counsel.
Customer is responsible for reviewing any franchise-related templates, workflows, checklists, audits, or reports with qualified counsel before use.
31. Implementation, Onboarding, and Customization
If Customer purchases implementation, onboarding, migration, setup, customization, configuration, training, consulting, or integration services, those services will be described in the applicable Order, invoice, proposal, or statement of work.
Unless expressly stated in writing, implementation fees, onboarding fees, setup fees, migration fees, customization fees, and consulting fees are non-refundable.
Customer is responsible for providing timely access, accurate information, approvals, data files, third-party credentials, business rules, brand assets, employee lists, location information, and required decisions.
Delays caused by Customer may delay onboarding, launch, configuration, migration, or delivery timelines.
iSpanify is not responsible for implementation delays caused by Customer, third-party systems, missing information, unavailable integrations, inaccurate data, or delayed approvals.
32. Support
iSpanify may provide support through email, in-app support, help center materials, chat, scheduled calls, or other channels made available by iSpanify.
Support availability may vary by plan.
iSpanify is not required to provide support while Customer has unpaid past-due amounts, unresolved chargebacks, suspended access, or material violations of this Agreement.
Support does not include legal advice, tax advice, payroll advice, accounting advice, medical advice, employment advice, franchise advice, or professional compliance advice.
33. Service Changes and Availability
iSpanify may add, modify, update, improve, suspend, discontinue, or remove features from time to time.
iSpanify will use commercially reasonable efforts not to materially reduce the core functionality of a paid plan during a paid subscription term without reasonable notice.
Customer acknowledges that the Service may be unavailable from time to time due to maintenance, updates, outages, third-party service failures, security issues, internet problems, cloud-provider issues, or events beyond iSpanify’s reasonable control.
iSpanify does not guarantee that the Service will be uninterrupted, error-free, secure, or available at all times.
34. Beta Features
iSpanify may offer beta, pilot, experimental, early-access, or preview features.
Beta features are optional and provided “as is,” “as available,” and without warranty.
iSpanify may modify, suspend, discontinue, or limit beta features at any time.
Beta features may be incomplete, unstable, inaccurate, or subject to additional terms.
Customer should not rely on beta features for critical business operations.
35. Warranties and Disclaimer
iSpanify will provide the Service in a professional and commercially reasonable manner.
Except as expressly stated in this Agreement, the Service is provided “as is” and “as available.”
To the maximum extent permitted by law, iSpanify disclaims all warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, accuracy, availability, security, error-free performance, and suitability for Customer’s specific business needs.
iSpanify does not warrant that the Service will meet Customer’s requirements, produce specific business results, increase revenue, reduce costs, prevent employee errors, prevent compliance failures, prevent data loss, prevent fraud, or eliminate operational risk.
iSpanify does not provide legal, tax, payroll, accounting, employment, franchise, medical, financial, insurance, or regulatory advice.
Customer is solely responsible for business outcomes, compliance decisions, employment decisions, customer communications, franchise operations, tax filings, payroll decisions, and use of the Service.
36. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost goodwill, loss of business opportunity, business interruption, reputational harm, or loss of data, even if advised of the possibility of those damages.
To the maximum extent permitted by law, each party’s total aggregate liability arising out of or related to this Agreement will not exceed the fees Customer paid to iSpanify during the 12 months immediately preceding the event giving rise to the claim.
The above limitations do not apply to Customer’s payment obligations, Customer’s misuse of the Service, Customer’s violation of the Acceptable Use section, either party’s confidentiality obligations, indemnification obligations, infringement or misuse of intellectual property, or liability that cannot be limited under applicable law.
Multiple claims will not increase the liability cap.
37. Indemnification by Customer
Customer will defend, indemnify, and hold harmless iSpanify, its affiliates, officers, managers, members, employees, contractors, agents, licensors, and service providers from and against any third-party claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising from or related to:
- Customer Data;
- Customer’s use of the Service;
- Customer’s breach of this Agreement or the Policies;
- Customer’s violation of law;
- Customer’s employment, payroll, HR, customer, franchise, tax, medical, financial, or compliance decisions;
- Customer’s communications to employees, applicants, contractors, customers, clients, vendors, franchisees, or third parties;
- Customer’s violation of privacy, data-protection, consumer-protection, employment, intellectual-property, anti-spam, SMS, marketing, or recordkeeping laws;
- Customer’s third-party integrations, connected accounts, or third-party services;
- Customer’s products, services, locations, employees, contractors, customers, clients, or business operations; and
- Customer’s unauthorized use or misuse of the Service.
38. Indemnification by iSpanify
iSpanify will defend Customer against third-party claims alleging that the Service, as provided by iSpanify and used in accordance with this Agreement, directly infringes that third party’s U.S. intellectual-property rights.
iSpanify will pay damages finally awarded by a court or settlement amounts approved by iSpanify, subject to the limitations in this Agreement.
iSpanify has no obligation for claims arising from:
- Customer Data;
- Customer’s modifications;
- third-party services;
- unsupported use;
- use outside the scope of this Agreement;
- combination with non-iSpanify products, data, systems, or services;
- use after iSpanify provides a fix, replacement, or workaround; or
- Customer’s violation of this Agreement.
If the Service becomes or may become subject to an infringement claim, iSpanify may, at its option, obtain the right for Customer to continue using the Service, modify the Service, replace the Service, or terminate the affected Service and provide a prorated refund of prepaid unused fees for the affected Service.
39. Indemnification Procedure
The indemnified party must provide prompt written notice of the claim, reasonable cooperation, and allow the indemnifying party to control the defense and settlement.
The indemnifying party may not settle a claim in a way that imposes liability, admission of wrongdoing, or ongoing obligations on the indemnified party without the indemnified party’s prior written consent.
Failure to provide prompt notice does not relieve the indemnifying party of its obligations except to the extent the delay materially prejudices the defense.
40. Suspension
iSpanify may suspend, limit, or disable Customer’s access to the Service if:
- payment is overdue or fails;
- Customer initiates an unresolved chargeback;
- Customer violates this Agreement or the Policies;
- Customer’s use creates a security, legal, operational, financial, reputational, or compliance risk;
- Customer’s use threatens the integrity, security, availability, or performance of the Service;
- Customer’s use may harm iSpanify, other customers, users, third parties, or infrastructure;
- Customer fails to maintain accurate account, billing, or payment information;
- suspension is required by law, court order, government authority, vendor requirement, or third-party service provider; or
- Customer uses the Service for unlawful, fraudulent, abusive, or unauthorized purposes.
Where reasonable, iSpanify will provide notice and an opportunity to resolve the issue.
iSpanify will restore access when the issue is resolved, unless termination is appropriate.
Suspension does not relieve Customer of payment obligations.
iSpanify is not liable for losses, damages, or business interruption resulting from suspension under this Agreement.
41. Termination
This Agreement begins when Customer accepts it and continues until all subscriptions and Orders expire or are terminated.
Customer may cancel renewal as described in this Agreement.
Either party may terminate this Agreement for material breach if the breach is not cured within 30 days after written notice.
iSpanify may terminate immediately if Customer’s use creates serious security, legal, fraud, abuse, payment, or compliance risk.
iSpanify may terminate immediately if Customer misuses the Service, infringes iSpanify’s intellectual property, attempts unauthorized access, violates the Acceptable Use section, or uses the Service for unlawful purposes.
Upon termination, Customer’s right to access and use the Service ends.
Customer remains responsible for all fees accrued through the effective termination date and all fees due for the current subscription term, unless otherwise required by law or expressly agreed by iSpanify in writing.
42. Survival
Sections that by their nature should survive will survive termination or expiration, including sections regarding payment, taxes, no refunds, late payments, Customer Data, confidentiality, intellectual property, feedback, disclaimers, limitation of liability, indemnification, suspension, termination, governing law, dispute resolution, electronic signatures, notices, and general terms.
43. Governing Law
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules.
44. Informal Dispute Resolution
Before filing a lawsuit, the parties will attempt in good faith to resolve any dispute informally.
The party raising a dispute must send written notice describing the dispute, the requested relief, and relevant facts.
Notices to iSpanify must be sent to legal@ispanify.com.
The parties will have 30 days after notice to attempt to resolve the dispute informally.
45. Venue and Jurisdiction
If a dispute is not resolved informally, either party may bring the dispute in the state or federal courts located in Tarrant County, Texas, unless another venue is required by law.
Each party consents to personal jurisdiction and venue in those courts.
Either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent misuse of intellectual property, Confidential Information, Customer Data, credentials, systems, or the Service.
46. Jury Trial Waiver
To the maximum extent permitted by law, each party knowingly and voluntarily waives any right to trial by jury in any dispute arising out of or related to this Agreement, the Service, any Order, or the relationship between the parties.
47. Class Action Waiver
To the maximum extent permitted by law, each party agrees that disputes will be brought only on an individual basis and not as a plaintiff or class member in any class, collective, consolidated, private attorney general, or representative action.
48. Incorporated Policies
The following iSpanify policies are incorporated into this Agreement by reference:
- Terms of Service
- Privacy Policy
- Acceptable Use Policy
- Data Processing Addendum
- Refund and Cancellation Policy
- Cookie Policy
- Any applicable Order, checkout page, invoice, proposal, statement of work, or written order form
Current versions are available through iSpanify’s website, checkout process, account dashboard, or upon request.
49. Order of Precedence
If there is a conflict between documents, the documents control in this order:
- signed Order or written order form;
- checkout terms accepted by Customer;
- this Subscription Agreement;
- Data Processing Addendum, for personal-data processing issues;
- Privacy Policy, for iSpanify privacy practices;
- other Policies.
50. Changes to the Service or Agreement
iSpanify may update this Agreement or the Policies from time to time.
For material changes, iSpanify will provide reasonable notice by email, in-app notice, account notice, posting through the Service, or posting on iSpanify’s website.
Continued use of the Service after the effective date of changes constitutes acceptance.
If Customer does not agree to a material change, Customer may cancel before the change takes effect as Customer’s exclusive remedy.
Changes will not retroactively reduce Customer’s rights during a paid subscription term unless required by law or necessary for security, compliance, fraud prevention, third-party service requirements, or Service integrity.
51. Electronic Signatures, Consent, and Records
Customer consents to conduct business electronically.
Customer agrees that clicking “I agree,” checking an acceptance box, submitting an Order, creating an account, typing a name, signing electronically, submitting payment information, accessing the Service, or otherwise indicating acceptance online constitutes Customer’s electronic signature and creates a binding agreement to the same extent as a handwritten signature.
Customer consents to receive this Agreement, Policies, invoices, receipts, renewal notices, cancellation notices, billing notices, payment notices, security notices, support communications, and other Service-related communications electronically.
iSpanify may record and retain evidence of acceptance, including signer name, title, organization, email address, account ID, agreement version, Order details, date, time, IP address, device information, browser information, and related technical metadata.
Customer is responsible for ensuring that the person accepting this Agreement has authority to bind Customer.
Customer may request a copy of its accepted Agreement by contacting legal@ispanify.com.
52. Notices
Notices to iSpanify must be sent to: iSpanify LLC, Email: legal@ispanify.com.
Notices to Customer may be sent to the email address, billing contact, account owner, admin user, or business address associated with Customer’s account.
Customer is responsible for keeping all account, billing, legal, and notice information current.
Notices are deemed given when sent by email, delivered through the Service, delivered by recognized courier, or delivered by other legally recognized method.
53. Assignment
Customer may not assign or transfer this Agreement, any Order, or any rights or obligations under this Agreement without iSpanify’s prior written consent.
iSpanify may assign this Agreement in connection with a merger, acquisition, restructuring, financing, sale of assets, transfer of the Service, corporate reorganization, or change of control.
Any attempted assignment in violation of this section is void.
54. Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including natural disasters, severe weather, acts of God, labor disruptions, internet failures, cloud-provider outages, cyberattacks, war, terrorism, civil unrest, government actions, pandemics, epidemics, power failures, supply-chain failures, payment-processor failures, third-party service failures, or infrastructure failures.
Payment obligations are not excused by force majeure.
55. Export and Sanctions Compliance
Customer may not use, export, re-export, or transfer the Service in violation of applicable export-control or sanctions laws.
Customer represents that Customer and its Authorized Users are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and are not listed on any restricted-party list.
56. Government Use
The Service is commercial computer software.
If Customer is a government entity or uses the Service on behalf of a government entity, the Service is provided with only the rights stated in this Agreement.
57. Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.
The invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties’ original intent as closely as possible.
58. No Waiver
Failure or delay by either party to enforce any provision of this Agreement is not a waiver.
A waiver is effective only if in writing and signed by the party granting the waiver.
59. Relationship of the Parties
The parties are independent contractors.
This Agreement does not create a partnership, franchise relationship, joint venture, agency, fiduciary relationship, employment relationship, or exclusive relationship between the parties.
Neither party has authority to bind the other except as expressly stated in this Agreement.
60. No Third-Party Beneficiaries
There are no third-party beneficiaries under this Agreement unless expressly stated in writing.
61. Entire Agreement
This Agreement, the applicable Order, and the incorporated Policies are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, discussions, understandings, representations, and communications regarding the Service.
62. Acceptance
By clicking “I agree,” checking an acceptance box, signing electronically, creating an account, submitting payment information, submitting an Order, accessing the Service, or using the Service, Customer acknowledges that Customer has read, understood, and agrees to this Agreement and the incorporated Policies.