Terms of Service
Saturation.io Terms of Service
Last updated on October 31 2025.
Effective as of Nov 30, 2025
These General Terms of Service (these "Terms") apply to any Services (as defined herein) and are incorporated into and made a part of any Agreement (the "Agreement") between Saturation.io, Inc. ("Saturation") and each customer ("Customer") for whom Saturation.io provides Services (as defined herein) (each of Saturation.io and Customer, a "Party" and, collectively, the "Parties"). Customer and each designated individual user(s) with distinct Services access as authorized by Customer ("User") represents and warrants that it has the right and authority to enter into any Master Agreement and to accept these Terms.
These Terms are effective as of the earlier of any Effective Date specified in the applicable Agreement, order form, or when Saturation.io first provides any Services to Customer or a User. These Terms govern Customer's and Users' use of or interactions with Saturation.io's website(s), mobile applications, Application Program Interfaces (API)s, products, services, instruction sets, templates, content files, related documentation, or other offerings (collectively, the "Services"), including but not limited to Saturation.io's financial management platform services (budgeting, forecasting, spend tracking, purchase order management, cost reporting and analytics); payment processing services (ACH, wire transfers, vendor payments); card issuance and management services (virtual and physical prepaid cards); treasury and financial account services; tax compliance and 1099 management tools; approval workflows and access control features; integration services and APIs; AI-powered automation and data processing features; analytics and reporting tools; mobile and web applications; implementation and support services; the Saturation.io website(s); Customer's and any Users' Saturation.io account and/or any other services, features, functionalities, offers or promotions of Saturation.io, whether or not Customer enters into a separate Agreement for such Services (in cases where there is no such separate Agreement, these Terms shall constitute the applicable Agreement for such Services). These Terms include any Ordering Document hereto that further describes the delivery of specific Services made available to Customer and Users by Saturation.io. The Services provided to Customer and Users by Saturation.io are also subject to Saturation.io's policies and procedures, as may be published and amended from time to time on the Services or otherwise made available to Customer in writing, and Applicable Law.
The Parties acknowledge and agree that if there is any inconsistency between these Terms and any other Agreement terms, such other Agreement terms shall control, but only to the extent of such conflict. The Parties further acknowledge and agree that if there is any inconsistency between the terms set forth in an Ordering Document to these Terms and any other provisions of these Terms, the terms of such Ordering Document shall control, but only to the extent of the conflict. By signing an Agreement or utilizing or receiving any Services, Customer agrees to these Terms on behalf of itself and any Users of the Services in Customer's name or on its behalf.
1. Definitions
Except as otherwise specifically indicated, capitalized terms used herein have the meanings set forth in Section 11 (Definitions) of these Terms.
2. Services
2.1 General
(a) Saturation.io is engaged in the business of providing financial management services and solutions for the entertainment industry. The Services offered by Saturation.io and made available to particular Customers vary from time to time and are subject to Saturation.io's approval.
(b) Saturation.io will establish, maintain, and provide certain Websites and other Technology that will be used to facilitate the provisioning of the Services ("Application"). Customer acknowledges that any access or use of the Application or any related features, functionality or Services by Customer will be subject to applicable terms and conditions as determined by Saturation.io in its sole discretion. Saturation.io may terminate the ability of any Customer to access or utilize the Application at any time in its sole discretion.
(c) Saturation.io may retain and utilize the services of one or more subcontractors or other third parties (each a "Subcontractor") to perform any of Saturation.io's duties or obligations under these Terms, or any other services on its behalf, including software maintenance services, advertising serving technologies, e-mail services, Payment processing services, database management, web analytics, and other services.
(d) Customer and Users will at all times ensure that all data furnished to Saturation.io in connection with these Terms, including all Customer Data (as defined herein), is complete and accurate in all respects. Failure of a Customer or User to maintain accurate information in the Application could result in suspension of access to the Application.
(e) Each Customer must specify an administrator to manage and set up User accounts. Customers can add, remove, or manage additional administrators and Users; set or change settings and rules; view transactions; run reports and download statements; provide, view or update data; connect to linked accounts and third party services; provide authorization to debit linked accounts (if applicable); consent to new or updated Terms and conditions and any supplemental terms as may be provided from time to time; and perform other tasks as required to use the Application.
(f) Customer and Users will not use any portion of the Services for any illegal transaction or activity under Applicable Law.
(g) Customer is solely responsible for determining and calculating any and all taxes and duties, including sales, use, transfer, value added, withholding, income, and other taxes and/or duties ("Taxes") assessed, incurred, or required to be collected, paid, or withheld in relation to amounts transferred or received by Customer in connection with the Services, and for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority.
(h) All data transmissions conducted between the Parties pursuant to these Terms shall be conducted in such manner and form as specified in any technical specifications and processes provided by Saturation.io to Customer from time to time.
(i) From time to time, Customer may request additional Services from Saturation.io, and except as otherwise provided herein, to the extent mutually agreed, the Parties may thereafter enter into an amendment or other adjustment to the applicable Agreement(s) reflecting the complete set of Services to be provided to Customer.
(j) Saturation.io may change any features, functions, brand, Subcontractor, Bank, third-party provider, or attributes of a Services, or any element of its systems or processes, from time to time, in its sole discretion. Customer shall not rely on the identification of specific brands associated with or names of third-party providers of a Services as an obligation of Saturation.io to use any particular brand, Subcontractor, Bank, or third-party provider.
(k) The Application may from time to time provide Customer and Users with access to, or utilize the services of, third parties whose services are provided on terms and conditions that Saturation.io does not control. Except as expressly set forth herein, Saturation.io has no liability for such services and no control over the terms and conditions on which they are made available to Customer and Users, which terms and conditions Customer agrees to accept as a condition of receiving such services. Without limiting the generality of the foregoing, by accessing and/or using any cross-border Payment services pursuant to these Terms or the Application, Customer agrees to be bound by the terms and conditions of any third-party provider designated by Saturation.io to provide cross-border Payment services pursuant hereto.
(l) Customer may access their data or provide data to Saturation.io and the Services via and API. Any use of the API, including use of the API through a third-party product/service that accesses the Application, is bound by these Terms. Customer and each User expressly understands and agrees that Saturation.io bears no responsibility and shall not be held liable for any damages or losses resulting from the use of the API or use of any third-party products/services that access data through the API.
(m) Customer understands and agrees that unless otherwise stated, the Services available through the Application are delivered solely via electronic means. Customer and Users acknowledge and accept that in order to download and/or use the Application, the intended device(s) and its respective software (including operating systems) must be legal, commonly used, up-to-date, and consistent with the Saturation.io requirements. Application download may be limited in time and space.
2.3 Additional Responsibilities
(a) Customer shall be solely responsible, at its sole expense and in accordance with format and transmission specifications defined by Saturation.io, for furnishing any information, data, records, or documents (collectively, "Customer Data") requested by Saturation.io in connection with its performance of a Services, and shall bear any risk of loss resulting from such data furnishing (including in circumstances where a third party, such as a Customer payee, furnishes Customer Data to Saturation.io on Customer's behalf). If Customer directs Saturation.io to disclose Customer Data to a third party, Customer authorizes Saturation.io to complete such disclosure, represents and warrants to Saturation.io that it has the legal authority to do so, and shall bear any risk of loss or liability associated with that disclosure. In addition, Saturation.io shall be held harmless from any claim resulting from the third party's use of that Customer Data, and Saturation.io may, in its discretion, require the third party to enter into a written agreement with Saturation.io governing disclosure of that Customer Data.
(b) Customer will designate an employee as a primary contact relating to the Services ("Primary Contact"). Customer may change the individual designated as Primary Contact by providing notice to Saturation.io, and such change will take effect once Saturation.io has actually received such notice and had a reasonable period of time to act on it. The Primary Contact shall be responsible for providing any information required by Saturation.io as described herein and for initial attempts to work with Saturation.io to resolve any disputes that arise in connection with the Services. Saturation.io may also permit Users to access and use the Services and Applications, and Customer acknowledges that it is responsible for administering such user access and permissions and that Saturation.io is entitled to rely on any associated user designations that Customer may make or permit.
(c) Saturation.io is not responsible for the accuracy, completeness or authenticity of any Customer Data furnished by Customer, a User, or a third party that is not an authorized agent of Saturation.io, and Saturation.io shall have no obligation to audit, check or verify that Customer Data. If any Customer Data submitted to Saturation.io by Customer, a User, or a third party that is not an authorized agent of Saturation.io is incorrect, incomplete, or not in the required format, Saturation.io may require Customer to resubmit the Customer Data or Saturation.io may correct the Customer Data and bill Customer at its then current rates for performing those corrections. Saturation.io shall notify Customer prior to Customer incurring such expense.
(d) Saturation.io will use commercially reasonable security measures to protect Customer Data against unauthorized disclosure or use.
(e) Saturation.io is not responsible for any computer viruses (including, programs commonly referred to as "malware," "keystroke loggers," and/or "spyware"), problems or malfunctions resulting from any computer viruses, or any related problems that may be associated with the use of a third-party online system or services including but not limited to the Application. Saturation.io is not responsible for any damage to the computer or operating systems of Customer or for loss of data that results, whether due to any computer virus or otherwise. Customer is responsible for maintaining, protecting, and securing Customer's operating systems, including anti-virus software, security patches, and firewalls as reasonably determined by Customer. Saturation.io is not responsible for any errors or failures of any software or systems installed on Customer's operating systems or accessed through an internet connection. Customer will protect itself and remain vigilant against e-mail fraud and other internet frauds and schemes (including, without limitation, fraud commonly referred to as "phishing" and "pharming"). Customer will educate its employees, agents, representatives and contractors as to the risks of such fraud and train such persons to avoid such risks. In the event that Customer, any User, or any of its employees, agents, representatives, or contractors receives an e-mail or other electronic communication that such party believes, or has reason to believe, is fraudulent, Customer agrees that neither it nor any of its Users, employees, agents, representatives, or contractors will respond to the e-mail, provide any information to the e-mail sender, click on any links in the e-mail, or otherwise comply with any instructions in the e-mail. Customer agrees that Saturation.io is not responsible for any losses, injuries, or harm incurred by Customer as a result of any electronic, e-mail, or internet fraud.
(f) Customer shall maintain a copy of all Customer Data furnished to Saturation.io (whether directly or through a third party) or otherwise pursuant to Saturation.io's request to permit reconstruction if ever required in accordance with Customer's data retention policy. Customer assumes all risk and expense associated with Customer Data reconstruction, except for those expenses attributable to an act or omission of Saturation.io, Saturation.io's failure to perform any Saturation.io responsibility, or Saturation.io's breach of these Terms. If Customer Data reconstruction is ever required, the Parties shall mutually agree on a Ordering Document and the applicable fees for that reconstruction.
(g) To the extent that Customer receives any information from Saturation.io or other third party, related to any other customer's use of any portion of the Services, even if such information is anonymized and aggregated such that no customer of Saturation.io can be identified, (such information, "Saturation.io Data"), Customer acknowledges and agrees that such information shall constitute Confidential Information of Saturation.io and that Customer will not store, use, disclose, or permit any third party to access such Saturation.io Data other than as expressly permitted herein or authorized in advance in writing by Saturation.io. The Parties acknowledge and agree that the terms "Customer Data" and "Saturation.io Data" may, in certain instances, refer to the same information, and that Saturation.io Data may be based on or derived from Customer Data, and that such circumstances shall not impact the rights and obligations associated with such information pursuant to these Terms.
(h) In the event of any error by Saturation.io in processing any Customer Data or preparing any report or file hereunder, Saturation.io's sole obligation (if any) shall be to correct the error by reprocessing the affected Customer Data or preparing and issuing a new file or report at no additional cost to Customer; provided, however, Saturation.io's obligation herein is contingent upon Customer notifying Saturation.io of the error within one (1) Business Day after Customer receives the improperly processed Customer Data, report or file.
2.4 Fees & Incentives
(a) In connection with Saturation.io's provision of the Services, Customer agrees to pay to Saturation.io the fees and other charges as set forth in the applicable Agreement. Such fees and other charges begin to accrue upon the earlier of (i) Customer's first use of any Services or (ii) the date any Services is first available for Customer's use.
(b) Except as otherwise provided in the applicable Agreement, the fees, charges and financial terms applicable to Services shall be unchanged during the first twelve (12) months of the Term.
(c) Saturation.io shall be entitled at any time without prior notice to also pass through any fees and any increases in communications tariffs related to the Services, including, without limitation, government-imposed access fees, fees resulting from changes in regulation or statute, fees or assessments imposed pursuant to any Operating Regulations, transaction costs, and any third-party imposed costs.
(d) Except as otherwise expressly provided hereunder, each Party will bear their own costs and expenses in connection with the performance of their obligations and the provision and receipt of the Services hereunder.
(e) Customer must notify Saturation.io of any errors related to fees paid or due from Customer to Saturation.io in connection with provision of the Services within sixty (60) days after the date the error was made. Saturation.io shall investigate such matters of which it receives such notice and provide a report of its investigation to Customer, together with any adjustment Saturation.io determines is appropriate, within 30 days after receipt thereof. The reporting of any errors will enable Saturation.io to recover amounts or prevent the errors from continuing, as reasonably applicable. Saturation.io will have no obligation to investigate or provide refunds for errors that the Customer reports more than sixty (60) days after the occurrence of such error, absent any gross negligence or willful misconduct by Saturation.io.
(f) Any payment or other amounts to be provided or otherwise made available to Customer pursuant to the Services may be offset by any amounts due to Saturation.io under the applicable Agreement or otherwise pursuant to these Terms.
(g) Customer shall pay all fees and other charges to Saturation.io within thirty (30) days of Saturation.io's corresponding invoice date. In the event any undisputed amounts owed by Customer remain unpaid as of such due date, the outstanding balance shall carry interest at the rate of six percent (6%) per annum, or the maximum interest allowed under Applicable Law, whichever is lower, from the due date until paid in full.
(h) Saturation.io will provide information regarding acceptable payment options during the ordering process. Some payment methods may only be available subject to additional conditions or fees. Payments may be independently processed through third-party services. The Application does not collect any payment information – such as credit card details – and only receives a notification once the payment has been successfully completed. If a payment through the available methods fails or is refused by the payment service provider, Saturation.io shall be under no obligation to provide the Services and any costs or fees resulting from the failed or refused payment shall be due and payable by Customer. Access to any Services is subject to payment of any fees due.
(i) The Application or specific Services may be made available for purchase via a third-party app store. To access such purchases, Customer and Users must follow the instructions provided on the relevant online store (such as "Apple App Store" or "Google Play"), which may vary depending on the particular device in use. Unless otherwise specified, purchases done via third-party online stores are also subject to such third-parties' terms and conditions, which, in case of any inconsistency or conflict, shall always prevail upon these Terms. Users purchasing through such third-party online stores must therefore read such terms and conditions of sale carefully and accept them.
(j) Customer and Users may have the option to test the Application or selected Services during a limited and non-renewable trial period, at no cost. Some features or functions of the Application may not be available to Users during the trial period. Further conditions applicable to the trial period, including its duration, will be specified on the Application or in writing to Customer. The trial period shall automatically convert into the equivalent paid subscription for the Application unless canceled before the trial period expires.
(k) Subscriptions allow Customers and Users to receive access to the Application continuously or regularly over time. Details regarding the type of subscription and termination are outlined below:
Open-ended subscriptions - Paid subscriptions begin on the day the payment is received by Saturation.io. In order to maintain subscriptions, Users must pay the required recurring fee in a timely manner. Failure to do so may cause service interruptions.
Subscriptions handled via Apple ID – Subscriptions may be processed with an Apple ID associated with an Apple App Store account. In this case, Customer and Users acknowledge and accept that:
any payment due shall be charged to their Apple ID account;
subscriptions are automatically renewed for the same duration unless the User cancels at least 24 hours before the current period expires;
any and all fees or payments due for renewal will be charged within 24-hours before the end of the current period;
subscriptions can be managed or cancelled in the Users' Apple App Store account settings.
2.5 System Requirements and Services Availability
(a) In order for Customer and Users to access and use one or more of the Services, Saturation.io may require that Customer and Users meet certain requirements for computers, hardware, or telecommunications equipment, for Internet access, for software, or for other systems or Technology, or any settings for the foregoing (collectively, the "System Requirements"). Customer is responsible at its sole expense for: (i) meeting the System Requirements, (ii) properly maintaining, in accordance with any applicable third-party provider recommendations, such Technology in good working order, (iii) the performance, functionality, input, output and connectivity of such Technology, (iv) any damage to such Technology, whether in connection with use of the Services or otherwise, and all necessary repairs and/or replacements therefor, (v) having all Technology maintenance, repairs, upgrades and replacements required herein performed by properly trained personnel, whether they are employees of Customer or third-party employees, and (vi) implementing reasonable measures to protect the security of its Technology against unauthorized access to and/or use of the Services or Services data and information entered or delivered through the Application. Saturation.io shall have no responsibility for failures, interruption or other defects in the Services which are occasioned by an incompatible, improperly installed or improperly maintained item of Customer Technology. Saturation.io may add to, modify, or replace System Requirements at its sole discretion and without notice.
(b) In connection with the Application and certain Services, Customer and Users may be required to establish an account with Saturation.io and provide certain enrollment or onboarding information. Such information shall constitute Customer Data and may include information about Customer's financial transactions and experiences and other sensitive non-public information, including Customer's or Users' bank or other payment account information and preferences. Customer and Users represents, warrants, and agrees that: (1) all such information it provides will be complete, accurate, and current; (2) it shall maintain and promptly update such information to keep it accurate and current; and (3) it has the full right, power, and authority to provide such information. Although in its sole discretion it may take steps to do so in order to comply with Applicable Law or otherwise operate its business, Saturation.io has no duty or obligation to monitor, update, maintain, or review any aspect of such information.
(c) Customer is solely responsible for resolving any disputes that may arise between Customer and any User or other person because of Customer's use or attempted use of the Application or any Services. Accordingly, Saturation.io is not responsible for, or a party to, Customer's relationship with any User and, notwithstanding anything in these Terms or other provisions of the applicable Agreement to the contrary, disclaims any and all obligation to in any way resolve any disputes between Customer and any User in connection with Customer's use or attempted use of the Application or any Services.
(d) Customer and Users will ensure the security and confidentiality of any usernames, accounts, access codes, security devices, or other means of accessing the Application. Customer and Users agree that the security procedures applicable to the Services are commercially reasonable in light of the size, type, and nature of Customer's use of the Services generally. Customer and Users agree to notify Saturation.io immediately if Customer believes that any such access means have been stolen, compromised, or otherwise become known to persons other than Customer or its Users or if Customer believes that any Application or transaction or activity is unauthorized or in error. In the event of any actual or threatened breach of Application security, Saturation.io may issue Customer and Users new access means as soon as reasonably practicable, but Saturation.io shall not be liable to Customer or any third party for any delay in taking such actions. Customer agrees to indemnify, defend all claims, and hold Saturation.io harmless from any loss, damages, or expenses, including but not limited to attorney's fees, caused by Customer, Customer's employees', or agents' failure to keep Application access means secure and confidential.
(e) Saturation.io will use reasonable efforts to ensure that the Application can be accessed by Customer in accordance with this Agreement; however, Saturation.io makes no guarantee that the Application will be available at all times or for particular purposes. Saturation.io will make reasonable efforts to provide Customer with notice of planned maintenance or Service outage. Customer accepts the risks associated with the fact that the Application may not always be available for use.
2.6 Books & Records; Audit Rights
(a) Books & Records: Customer shall maintain complete and accurate books of account and records, in accordance with Applicable Law, and all financial transactions arising in connection with its obligations pursuant to these Terms for a period of not less than that legally required for such records from the date last recorded or created, but in no event less than three (3) years following the end of the Term. The Parties agree to work together in good faith to reconcile any accounting discrepancies relating to the Services.
(b) Audits: Saturation.io reserves the right to inspect, or have a third party designated by Saturation.io inspect, Customer's books and records that are directly related to the obligations of Customer hereunder, provided that any such inspection shall occur upon no less than ten (10) Business Days prior written notice and at a mutually agreed upon date and time during Customer's normal business hours and no more frequently than once during any calendar year unless Saturation.io has a reasonable belief Customer is not acting in compliance with the terms of these Terms or that its activities pose material risk to Saturation.io, any of its Subcontractors or other Customers. Customer shall furnish to Saturation.io or its designee all such information concerning transactions and Customer's performance of its obligations hereunder as Saturation.io may reasonably request.
2.7 Transition Assistance
Upon termination of Services, Saturation.io shall cooperate in the transition of the applicable Services to Customer or a replacement service provider and, if requested by Customer, perform ancillary services for additional fees. However, no transition assistance or services shall be provided by Saturation.io until and unless: (i) Customer and, if applicable, the replacement service provider, have executed Saturation.io's confidentiality agreement; (ii) Customer has fully paid all outstanding amounts which are not disputed by Company in good faith; (iii) Customer has completely prepaid Saturation.io's fees for transition services; and (iv) the Parties mutually agree in writing on a date for final transition of the Services. Notwithstanding any provision herein to the contrary, the Agreement shall continue on the same commercial terms and conditions until the completion of the transition services.
3. Confidentiality
3.1 Confidential Information
Each Party acknowledges that it may receive Confidential Information of the other Party. For purposes of these Terms, "Confidential Information" means any Agreement other than these Terms, including any Ordering Document, exhibit, attachment, or amendment thereto; payee lists or other payee information; proprietary data, trade secrets, financial data, and budgetary or other proprietary business information; income or sales data or projections; business operations, policies, procedures, and techniques; advertising summary or tracking reports or other reports generated in accordance with these Terms; schematics, ideas, techniques, know how, concepts, development tools and processes, computer printouts, computer programs, design drawings and manuals; improvements, patents, copyrights, trade secrets or other intellectual property of any kind or nature; and any plans for future development and new product or service concepts, contemplated products or services, research, development, and strategies which a Party ("Discloser") discloses (in writing, orally, visually, or otherwise) to the other Party ("Recipient") or to which Recipient otherwise obtains access in connection with the negotiation or performance of these Terms. Confidential Information shall not include information that: (i) is already rightfully known to the Recipient at the time it obtains Confidential Information from the Discloser; (ii) is or generally becomes available to the public other than as a result of disclosure in breach of these Terms or any other confidentiality obligations; (iii) is lawfully received on a non-confidential basis from a third party authorized to disclose such information without restriction and without breach of these Terms; (iv) is contained in, or is capable of being discovered through examination of, publicly available records or materials; or (v) is developed by a Party without the use of any proprietary, non-public information provided by the other Party. Each Party covenants and agrees that it will not publish, communicate, divulge, or disclose to any Person any Confidential Information of the other Party except in accordance with these Terms.
3.2 Ownership of Confidential Information
As between the Parties, and except as expressly provided herein, each Party's Confidential Information shall remain the property of that Party. Except as expressly provided herein nothing contained in these Terms shall be construed as obligating any Party to grant any ownership rights in or license to its Confidential Information to any other Party.
3.3 Use and Disclosure of Confidential Information
(a) Each Recipient shall only be permitted to use or disclose the Confidential Information of the Discloser as set forth in these Terms. Customer shall not use, share with third parties, retain, or otherwise process Confidential Information of Saturation.io other than as necessary to perform Customer's obligations or exercise Customer's rights with respect to these Terms. During the Term and as necessary thereafter to fulfill obligations under these Terms, Saturation.io may use, retain, and otherwise process Customer Data (as defined in the Privacy Policy) to provide or improve the Services, to develop new products and services, and for its own marketing purposes in compliance with applicable law and the opt-out rights provided in the Privacy Policy. Saturation.io may share Customer Data with (i) service providers and subprocessors as necessary to provide the Services, and (ii) third parties only in aggregated, anonymized form that cannot reasonably identify Customer or any individual. Notwithstanding the foregoing, for Customers who have executed a Data Processing Agreement ("DPA") with Saturation.io, the terms of the DPA shall govern with respect to the processing of Customer Personal Data (as defined in the DPA), and Saturation.io's use of such data shall be limited to the purposes and instructions set forth in the DPA. All use of Customer Data is subject to Customer's rights under the Privacy Policy, including deletion, access, objection, and opt-out rights. These Terms incorporate the privacy policy, as modified from time to time, available on the Application at https://saturation.io/legal/privacy (the "Privacy Policy"), and to the extent of any conflict between the Saturation.io Privacy Policy and other provisions of these Terms, the Saturation.io Privacy Policy shall control to the extent of such conflict. By signing an Agreement or when accessing or using any Service or the Application, Customer and Users acknowledge that they have read, understood, and agreed to the Saturation.io Privacy Policy. Each Discloser represents and warrants that it has all right, power, and authority to provide Confidential Information to the other Party on the terms and conditions described herein and that it will provide and obtain any disclosures or consents from any Person (including but not limited to any of Discloser's officers, directors, employees, agents, suppliers, or payees) necessary to obtain or maintain such right, power, and authority.
(b) Each Recipient may disclose Confidential Information of the other Party to the extent Recipient is directed to do so pursuant to a summons order or other judicial or governmental process issued by a regulatory authority or court or if such disclosure is otherwise required by Applicable Law, including in the course of an examination by a regulatory authority with supervisory and examination authority over such Party; provided (i) that, except in connection with disclosure in the ordinary course of an examination by any such regulatory authority, the Party subject to such Applicable Law shall promptly notify the Discloser of any such use or requirement prior to disclosure of any Confidential Information obtained from the Discloser in order to afford the Discloser an opportunity to seek a protective order to prevent or limit disclosure of the Confidential Information to third parties or otherwise preserve its confidential nature, (ii) that the Party subject to such Applicable Law shall disclose Confidential Information of the Discloser only to the extent required by such Applicable Law, and (iii) that the Party subject to such Applicable Law will only otherwise exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information and other information which is being disclosed. For avoidance of doubt, this subsection (b) shall not apply to the disclosure of Confidential Information by a Recipient pursuant to an agreement entered into by such Party to the extent such disclosure is for purposes otherwise permitted by these Terms.
(c) Each Recipient shall (i) limit access to the Discloser's Confidential Information to those employees, authorized agents, vendors, consultants, service providers, Subcontractors, and other Persons who have a reasonable need to access such Confidential Information consistent with these Terms, and (ii) ensure that any Person with access to the Discloser's Confidential Information is bound to maintain the confidentiality of Confidential Information in a manner consistent with the obligations of this Section 3. Any liability for damages due to disclosure of the Confidential Information by any such Person shall be with the Recipient that disclosed the Confidential Information to the third party.
(d) Each Recipient agrees that any use or disclosure of Confidential Information of the Discloser not authorized by these Terms might cause immediate and irreparable harm to the Discloser for which monetary damages might not constitute an adequate remedy. In that event, the Recipient agrees that injunctive relief may be warranted in addition to any other remedies the Discloser may have. In addition, the Recipient shall promptly (but in no event more than seventy-two (72) hours after completing any investigation confirming the existence of the same) provide the Discloser with notice of any security breach that has actually compromised any of the Discloser's Confidential Information in contravention of these Terms, and of any actual unauthorized misappropriation, disclosure or use by any Person of the Confidential Information of the Discloser in contravention of these Terms, and shall take all steps at its own expense reasonably requested by the Discloser to limit, stop or otherwise remedy such misappropriation, disclosure or use, including, but not limited to, notification to and cooperation and compliance with any regulatory authority; provided, however, that for avoidance of doubt the Parties agree and acknowledge that the foregoing provisions of this subsection (d) shall not apply to any use or disclosure of, or access to, the Discloser's Confidential Information consistent with the terms of these Terms. This Section 3 supplements any separate written confidentiality agreement or non-disclosure agreement between the Parties, and in the event any such agreement conflicts with the terms hereof, these Terms shall control.
(e) Upon the later of the termination or expiration of these Terms or at any time upon the Saturation.io's reasonable request, Customer shall return (or destroy if so directed by Saturation.io) all Confidential Information of Saturation.io that is in the possession of Customer or in the possession of any representative, contractor or third party of Customer. Any Confidential Information of Saturation.io maintained in an electronic format by Customer shall be returned to Saturation.io in an industry-standard format or, at the option of Saturation.io, deleted and removed from all computers, electronic databases and other media. Notwithstanding the foregoing, to the extent Customer is a Recipient in possession of tangible property containing the Confidential Information of Saturation.io, Customer may retain one archived copy of such material for purposes of complying with record retention requirements under Applicable Law, subject to the terms of these Terms, which copy may be used solely for such compliance purposes and may not be used for any other purpose. Compliance by Customer with this Section 3.3 shall be certified in writing upon Saturation.io's request by an appropriate officer of Customer within thirty (30) days of the termination or expiration of these Terms, which certification shall include a statement that no copies of Confidential Information of Saturation.io (as Discloser) have been retained, except as specifically provided by this Section 3.3.
3.4 Publicity
Notwithstanding anything to the contrary herein, Customer grants Saturation.io the right to disclose the name of Customer and the existence of the relationship between Customer and Saturation.io for purposes of marketing and advertising the Services.
4. Intellectual Property Rights
4.1 Ownership
Subject to the terms and conditions of these Terms, each Party and the Party's Affiliates will exclusively retain all rights, title, and interests in and to Technology, and Intellectual Property Rights therein, conceived, developed, reduced to practice, created, or acquired (collectively, "Created") by or on behalf of such Party or its Affiliate, whether Created prior to or after the Effective Date. Nothing contained in these Terms shall be construed as constituting a transfer or an assignment by one Party to the other Party of any Technology or Intellectual Property Rights, and except as expressly granted under these Terms or otherwise agreed to in writing by the Parties, neither Party grants the other Party any right, license, or covenant not to sue with respect to any Technology or Intellectual Property Rights. There are no implied licenses granted under these Terms.
4.2 Technology
Subject to the terms and conditions of these Terms, each Party on behalf of itself and its Affiliates, hereby grants to the other Party, its Affiliates and its vendors, Subcontractors, and third-party service providers during the Term, and under the terms and conditions of these Terms, a limited non-exclusive, royalty-free, fully paid up, non-assignable, non-sub-licensable, non-transferable, worldwide right and license to use any items of Technology that the other Party provides or otherwise makes accessible to the other Party in connection with the Services, solely to the extent necessary for the other Party to exercise, perform and comply with its rights and obligations under these Terms in connection with the Services and solely during the Term. This license shall be further subject to any additional terms and restrictions as agreed by the Parties prior to or contemporaneous with the delivery of such Technology. For the avoidance of doubt, nothing herein shall be construed as obligating either Party to provide specific Technology to the other Party, except as expressly contemplated herein, and nothing in this section 4.2 shall limit or modify either Party's rights under section 10.2 hereof to assign, sublicense, or transfer such Technology right and license. Except as otherwise provided herein, neither Party shall, with respect to the other Party's Technology, (a) use, copy, modify, reconfigure, divide, sublicense or distribute such Technology or related materials; (b) relicense, sublicense, rent, lease or lend such Technology or related materials or use the such Technology or related materials for third-party training, hosting, or time sharing; (c) remove or modify from such Technology or related materials any markings or any notice of the Party's or its licensors' proprietary rights; (d) make such Technology or related materials available in any manner to any third party for use in the third party's business operations; (e) cause or permit reverse engineering (unless required by Applicable Law for interoperability), disassembly or decompilation of such Technology (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by such Technology); (f) disclose results of any program benchmark tests; or (g) re-host or use the Technology or related materials on equipment, operating systems or an Application other than approved compatible equipment as set forth in any applicable System Requirements.
4.3 Marks
Subject to the terms and conditions of these Terms, each Party ("Mark Licensor") hereby grants to each other Party (each, a "Mark Licensee") during the Term a non-exclusive, royalty-free, non-assignable license to use (but not the right to sublicense) the Mark Licensor's Marks in the United States solely in connection with the Services, and solely for the purpose, and in the format, form, and manner expressly approved in advance, in writing, by the Mark Licensor, which approval shall not be unreasonably withheld, conditioned or delayed. The Mark Licensor and its Affiliates shall retain its Intellectual Property Rights in the Mark Licensor's Marks and all use of the Mark Licensor's Marks by the Marks Licensee, and all goodwill arising out of such use shall inure to the sole benefit of the Mark Licensor or its Affiliates. Other than the foregoing license rights, the Mark Licensee shall not obtain any right, title, or other interest in or to the Mark Licensor's Marks by virtue of these Terms. Upon the later of the expiration or termination of these Terms, the foregoing license rights conveyed by Mark Licensor to Mark Licensee shall cease, and all such rights shall revert to Mark Licensor. For avoidance of doubt, nothing in this section 4.3 shall limit or modify either Party's rights under section 10.2 hereof to assign, sublicense, or transfer such license.
4.4 Feedback
Customer and Users may, but is not required to, provide feedback to Saturation.io regarding the Services ("Feedback"). Except to the extent that the Parties have agreed in writing to a different set of rights in advance of the disclosure of such Feedback, Customer and Users hereby grant to Saturation.io an irrevocable, perpetual, royalty-free right to use, disclose and otherwise exploit any Feedback, and the Intellectual Property Rights embodied therein for any purpose.
4.5 No Joint Intellectual Property Rights
The Parties shall not be obligated to jointly develop any Technology in connection with these Terms and shall use best efforts not to do so. If the Parties, in their sole discretion, determine to jointly develop any Technology, the Parties shall first enter into a separate and binding written agreement confirming the scope of such joint development efforts and the respective rights of the Parties in any jointly developed Technology, including ownership of the Intellectual Property Rights in any such jointly developed Technology including any ideas, technology, designs, know-how, methods or processes jointly developed.
5. Representations and Warranties
As of the Effective Date and at each use of or access to any Services, Customer hereby represents and warrants to Saturation.io that:
(a) These Terms are valid, binding, and enforceable against Customer in accordance with their terms.
(b) Customer is validly existing, in good standing, and is authorized to conduct business in each jurisdiction in which the nature of Customer's activities hereunder makes such authorization necessary.
(c) Customer has the full power and authority to execute and deliver these Terms and to perform all its obligations under these Terms. The provisions of these Terms and the performance by Customer of its obligations under these Terms are not in conflict with Customer's charter, bylaws or any other organizational document to which Customer is a party or by which it is bound.
(d) There are no pending or, to the knowledge of Customer, threatened, claims or litigation against Customer that would adversely impact Customer's ability to perform its obligations under these Terms.
(e) The information Customer provides to Saturation.io for delivery and/or provision of Services hereunder, including but not limited to the information related to the Customer's legal name, address, DUNS/Equifax number, TIN, phone and other contact details and Customer Information, is true and correct.
(f) Customer shall only use the Services for its own internal business purposes and not for any personal, household, or family purpose or otherwise for any consumer purpose.
(g) No Payment made or received by, through, or in any way utilizing the Application or any Services will be for any personal, household, or family purpose or otherwise for any consumer purpose.
(h) Customer's and Users use of and access to any Services, including, without limitation, Customer Data and any other data or information Customer or Users may provide or generate through its use of or access to the Application or Services, complies with all Applicable Law and shall not cause Saturation.io itself to violate any Applicable Law.
6. Compliance
6.1 Transaction Screening
Customer and Users shall comply with all Applicable Law and with Saturation.io's policies. Saturation.io is required to act in accordance with the laws of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions, including economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. Saturation.io is not obligated to execute payment orders or effect any other transaction where a party to the transaction is a person or entity with whom Saturation.io is prohibited from doing business by any law applicable to Saturation.io, or in any case where compliance would, in Saturation.io's opinion, conflict with Applicable Law or market practice or its own policies and procedures. Where Saturation.io does not execute a payment order or effect a transaction for such reasons, Saturation.io may take any necessary action, including freezing or blocking funds. Transaction screening may result in delays in the posting of transactions and/or funds availability. Saturation.io may direct Customer (a) to make changes to payment activity, including to cease and desist transactions involving particular parties from time to time, and (b) not to use its Saturation.io account to send or receive payments with certain characteristics. Customer agrees to comply with such directions.
6.2 Know Your Customer
To assist in the prevention of the funding of terrorism and money laundering activities, Applicable Law may require Saturation.io and/or Bank to obtain, verify, and record information that identifies each person who enters into a relationship with Saturation.io. What this means for Customer: when Customer enters into a relationship with Saturation.io, Saturation.io may ask for Customer's and Users' name, address, date of birth (for natural persons), and/or other information and documents that will allow Saturation.io to identify Customer and/or Users. Saturation.io may also obtain certain information from third parties regarding Customer. For purposes of this provision, Customer, to the extent required by Applicable Law, shall include any authorized person or other Customer signatory.
To fulfill Saturation.io's "know your customer" responsibilities, Saturation.io may request information from Customer and Users from time to time, inter alia, regarding Customer's organization, business, and, to the extent applicable, authorized persons and beneficial owner(s) of Customer, and Customer shall procure and furnish information to Saturation.io in a timely manner. Saturation.io may also request further information and/or documentation from Customer as may be required by Saturation.io's sponsored commercial bank(s) or Applicable Law. The accuracy of any information and/or documentation furnished by Customer is the sole responsibility of Customer and Saturation.io is entitled to rely on the information and/or documentation without making any verification whatsoever (except for the authentication under the security procedures, as applicable). Customer represents and warrants that all such information and/or documentation is true, correct and not misleading and shall advise Saturation.io promptly of any changes. Customer agrees to provide complete and accurate responses to Saturation.io's requests within the timeframes specified. Customer will notify Saturation.io in writing if any monies it places or receives with or through Saturation.io are subject to restrictions or otherwise controlled, held, or received by Customer in a capacity other than previously disclosed to Saturation.io, including monies subject to encumbrances, monies received as intermediary, processor, or payment service provider, or arising from undisclosed business or similar sources. Customer agrees to promptly disclose to Saturation.io transaction activity that is suspicious or violates Applicable Law or sanctions. If Customer fails to provide or consent to the provision of any information required by this Section, Saturation.io may suspend or discontinue providing any Service without further notice.
6.3 Consent for Due Diligence
Without limiting the generality of the foregoing, Customer authorizes Saturation.io and its Subcontractors, agents, and/or service providers to conduct a comprehensive due diligence review of Customer prior to and during the course of Customer's receipt of Services. Customer further agrees to provide any information requested by Saturation.io or its Subcontractors, agents, and/or service providers relating to Saturation.io's due diligence review of Customer. Customer authorizes Saturation.io and its Subcontractors, agents, and/or service providers to obtain and rely on such third party reports or other records as such parties may determine in order to complete such due diligence reviews.
7. Indemnification
7.1 Customer Indemnification
In addition to other rights and remedies as set forth in these Terms or available under Applicable Law, Customer agrees to indemnify, defend and hold harmless Saturation.io, and its Affiliates, sureties, officers, directors, agents, employees, parents and subsidiaries, from and against any and all liability, damages, costs, or expenses, including reasonable legal fees and expenses, for any third party claim or demand ("Claim") and for any Saturation.io Loss arising out of or related to:
(a) Customer's breach of any representation, warranty, covenant or obligation under these Terms;
(b) Negligence, fraud or willful misconduct on the part of Customer or any of its officers, directors, employees, representatives, or any of their respective officers, directors and employees;
(c) Any actions taken by Saturation.io in accordance with or in good faith reliance upon information or instructions provided by Customer or any of its agents or representatives;
(d) Obligations owed to any Customer or other third party by Customer, or any third party retained by Customer; and
(e) Any actual or alleged infringement or misappropriation of any Intellectual Property Rights of any third party by Customer.
The defense obligation of Customer attaches if a Claim alleges or any Saturation.io Loss relates to any of the foregoing violations, breaches, acts or omissions.
7.2 Saturation.io Indemnification
Saturation.io agrees to indemnify, defend and hold harmless Customer from and against any and all Claims alleging infringement or misappropriation by a Services of any Intellectual Property Rights of any third party, provided these obligations shall not apply to the extent the Claim arises directly or indirectly from (i) Customer's use of the Services in combination with any data or any software, hardware, or other Technology not provided by Saturation.io or its Subcontractors; (ii) Customer's use of a Services in a manner or for a purpose not specifically described and permitted by these Terms including the applicable Agreement or not in conformity with any applicable System Requirements; (iii) any modification, change, amendment, customization, or adaptation of any Services not made wholly by Saturation.io or its Subcontractors; or (e) Customer's failure to implement corrections or changes provided by Saturation.io. If a Claim covered by this section has been asserted, or in Saturation.io's opinion is likely to be asserted, Saturation.io may, at its option and as the sole remedy for such Claim: (1) procure for Customer the right to continue using the Services; (2) replace or modify the Services; or (3) terminate the applicable Services or Agreement and refund all pre-paid fees covering future use of the Services.
7.3 Indemnification Procedures
If any Claim is asserted against either Party (the "Indemnified Party") by any person who is not a party to these Terms, or there is otherwise Saturation.io Loss, in respect of which the Indemnified Party may be entitled to indemnification under the provisions of Sections 7.1 or 7.2 above, written notice of such Claim shall promptly be given to the Party from whom indemnification may be sought (the "Indemnifying Party"). The Indemnifying Party shall have the right, by notifying the Indemnified Party within ten (10) Business Days of its receipt of the notice of the Claim or such Saturation.io Loss, to assume the entire control (subject to the right of the Indemnified Party to participate at the Indemnified Party's expense and with counsel of the Indemnified Party's choice) of the defense, compromise or settlement of the matter, including, at the Indemnifying Party's expense, employment of counsel of the Indemnifying Party's choice. The Indemnified Party must provide reasonable cooperation in the defense and the failure to do so will be deemed a waiver by the Indemnified Party of any and all right to indemnification by the Indemnifying Party. Except as otherwise expressly set forth in section 7.2, the Indemnifying Party shall not compromise or settle a Claim against the Indemnified Party (or any other matter giving rise to any Saturation.io Loss) without the Indemnified Party's prior written consent, which shall not be unreasonably withheld or delayed; provided that the Indemnifying Party may, however, effect a compromise or settlement of any action without the Indemnified Party's consent if the following conditions are met: (a) there is no admission of guilt or liability by the Indemnified Party; (b) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; (c) the compromise or settlement entered into between the parties to the matter shall expressly provide that the compromise or settlement entered into between the parties, and all discussions between and among the parties to the matter surrounding the compromise or settlement, shall be kept confidential; such compromise or settlement also shall stipulate that no press releases or other public statements may be made concerning such compromise or settlement without the prior written consent of the Indemnified Party; and (d) the Indemnified Party is made aware of the proposed compromise or settlement as reasonably early as practicable, and the proposed compromise or settlement includes the claimant's or the plaintiff's unconditional release of the Indemnified Party from all liability in respect of the Claim and any Saturation.io Loss.
8. Limitation of Liability; Disclaimer of Warranties
8.1 Limitation of Liability
IN NO EVENT WILL SATURATION.IO (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS, OR SUBCONTRACTORS) BE LIABLE TO CUSTOMER AND USERS FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THE TERMS, THE DELAY OR INABILITY TO USE THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THE TERMS OR OTHERWISE ARISING FROM THE TERMS, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SATURATION.IO HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF SATURATION.IO TO CUSTOMER AND USERS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF $10,000.00 OR THE AMOUNT OF FEES ACTUALLY PAID TO SATURATION.IO BY CUSTOMER HEREUNDER IN THE TWELVE-MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CUSTOMER AND USERS AGREE THAT SATURATION.IO WOULD NOT ENTER INTO THIS AGREEMENT, TO WHICH THESE TERMS ARE INCORPORATED AND ARE PART OF, WITHOUT THESE LIMITATIONS ON SATURATION.IO'S LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, SATURATION.IO'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8.2 Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS-IS," WITHOUT WARRANTIES OF ANY KIND. SATURATION.IO (AND ITS AGENTS, AFFILIATES AND SUBCONTRACTORS) HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO OR ARISING OUT OF THE TERMS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
9. Term and Termination
9.1 Term
Unless earlier terminated as provided herein, the term of each Agreement will commence on the Effective Date and continue terminated by either Party in accordance with the Serivce term (the "Initial Term"). Each Agreement and Ordering Document shall renew following its Initial Term (each such period being a "Renewal Term", and the Initial Term together with any Renewal Terms being the "Term") unless either Party sends notice of non-renewal to the other Party at least ninety (90) days prior to the end of the Initial Term or then-current Renewal Term, unless otherwise set out in the applicable Ordering Document. Except as expressly set forth herein, these Terms shall be coterminous with any separate Agreement.
9.2 Termination
(a) Customer may terminate any Agreement upon thirty (30) days' written notice to Saturation.io for Saturation.io's material breach that remains uncured at the end of such notice period. Saturation.io may suspend or terminate the Services and any Agreement (including these Terms) immediately upon written notice to Customer if Customer or any User breaches any of the terms or conditions of such Agreement (including these Terms) or any of Customer's representations, warranties or covenants hereunder or if Saturation.io deems any use of the Services as inappropriate, offensive, or for any other reason, or for no reason, in its sole discretion. If Saturation.io suspends or terminates an Agreement for a reason other than Customer's material breach thereof, it will generally provide advance written notice of such action but is under no obligation to do so unless this is required under Applicable Law. Upon expiration or termination of an Agreement, Customer's and all Users' right to use the Services will immediately cease.
(b) Open-ended term subscriptions entered into may be terminated by the Customer or User by sending a clear and unambiguous termination notice to Saturation.io using the contact details provided in this document, or — if applicable — by using the corresponding controls inside this Application. Such terminations shall take effect on the next billing cycle after the notice of termination has been received by the Customer.
(c) In addition to any other termination rights provided elsewhere in these Terms, either Party shall have the right to terminate any Agreement (including these Terms) upon occurrence of one or more of the following events:
(i) Either Party: (A) voluntarily commences any proceeding or filing any petition seeking relief in any other federal, state or foreign bankruptcy, insolvency, liquidation or similar law; (B) applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such Party or for a substantial part of its property or assets, (C) makes a general assignment for the benefit of creditors, or (D) takes corporate action for the purpose of effecting any of the foregoing;
(ii) The commencement of an involuntary proceeding or the filing of an involuntary proceeding or the filing of an involuntary petition in a court or competent jurisdiction seeking: (A) relief in respect for any other Party, or of a substantial part of its property or assets under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (B) the appointment of a receiver, trustee, custodian, sequestrator or similar office for the other Party for a substantial part of its property or assets, or (C) the winding up or liquidation, of the other Party, if such proceeding or petition shall continue un–dismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for sixty (60) days;
(iii) Violation of Applicable Law relating to the performance of these Terms rendering either of the Parties unable to substantially perform these Terms, provided that the Parties cannot find a legally workable solution to avoid violating Applicable Law within a reasonable amount of time; or
(iv) Upon direction from any regulatory authority for either Party to cease or materially limit performance of such Party's obligations under these Terms.
9.3 Rights and Obligations Upon Termination
The Parties' rights to terminate the applicable Agreement(s) will be in addition to, and not in lieu of, any other remedies they may have by virtue of (a) a breach or default with respect to such Agreement (including these Terms) or (b) any other event which permits a termination. Furthermore, the termination or expiration of the Agreement will not relieve the Parties of any obligations due at or before the time of such termination or expiration or prejudice any claim of either Party.
10. Miscellaneous
10.1 Notices
Except where otherwise required by law, Customer and Users agree that Saturation.io may provide Customer with any notice required or allowed hereunder by sending Customer an e-mail to any e-mail address that Customer provides to Saturation.io in connection with the Services, by posting on or otherwise delivering such notice electronically through the Application, or by delivering such notice in writing by mail or overnight courier to the address Saturation.io then has on file for Customer. Such notice to Customer shall be deemed given upon the earliest of Saturation.io's sending such e-mail, completing such Application posting or other electronic delivery, or delivering such written notice. Except as otherwise expressly provided herein, all notices to be given to Saturation.io hereunder shall be effective only when made in writing and actually delivered (by mail, overnight courier, special courier or as mutually agreed upon) to Saturation.io at hello@saturation.io and/or by postal service to 7901 4th St N Suite 300, St. Petersburg, FL 33702 or such other address of which Saturation.io has notified Customer pursuant to this Section 10.1.
10.2 Assignment
Customer may not assign these Terms including any Agreement, in whole or in part, to any third party without the prior written consent of Saturation.io. Saturation.io reserves the right to assign these Terms including any Agreement, in whole or in part, or any right or obligation therein, to any third party in its sole discretion.
10.3 Entire Agreement
Each Party agrees that each Agreement, including these Terms and all Ordering Documents, appendices, and exhibits thereto, and all documents referenced therein, is the complete and exclusive statement of the mutual understanding of the Parties, and supersedes and cancels all previous written and oral agreements, communications, and other understandings, relating to the subject matter thereof. Each Party acknowledges that it is not relying on any information, conditions, covenants, warranties or representations provided to it or to any of its Affiliates or representatives at any time except as expressly stated in these Terms.
10.4 Survival, Severability and Waiver
All provisions of these Terms which by their nature are meant to extend beyond the expiration or termination of these Terms and will survive the expiration or termination of these Terms. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions of these Terms will otherwise remain in full force and effect and enforceable. The failure by either Party to insist upon strict performance of any of the provisions contained in these Terms will in no way constitute a waiver of its rights as set forth in these Terms, at law or in equity, or a waiver of any other provisions or subsequent default by the other Party in the performance of or compliance with any of the terms and conditions set forth in these Terms.
10.5 Force Majeure
Saturation.io is not responsible for any breach or delay in the performance of its obligations pursuant to these Terms for reason of fire, flood, riot, act of terrorism, strike, labor conflict, freight embargo, delay in shipping, fortuitous event, act of a public enemy, of war, of civil disorder, of interruption, of a failure or an interruption of the Internet, phone service, or any other interconnection service or of electronic or mechanical equipment, of any law, of any rule or of any regulation, current or future, or of any act on the part of a government that would delay or prevent the performance of its obligations pursuant to these Terms, or for any other cause reasonably beyond the control of Saturation.io.
10.6 Relationship of Parties
Each Party agrees that, except as otherwise provided herein, they are independent contractors to each other in performing their respective obligations hereunder. Nothing in these Terms or in the working relationship being established and developed hereunder will be deemed or is intended to be deemed, nor will it cause, any of the Parties to be treated as partners, joint ventures, or otherwise as joint associates for profit. Customer does not have any authority of any kind to bind Saturation.io in any respect whatsoever.
10.7 No Third-Party Beneficiaries
Except as stated in these Terms, these Terms do not create any right or cause of action in or on behalf of any person or entity other than the Parties.
10.8 Dispute Resolution
These Terms will be governed by, construed and enforced in accordance with the laws of the State of Florida, without regard to any conflict of laws principles purporting to apply the laws of a different jurisdiction. Jurisdiction and venue for the formal resolution of any disputes relating to these Terms will lie exclusively in the Federal and State Courts located in Florida. The Parties agree to waive any right to have a jury participate in the resolution of any dispute or claim between the Parties or any of their respective Affiliates which may arise under these Terms. Each Party agrees that service of process in any action or proceeding hereunder may be made upon such Party by certified mail, return receipt requested, to the address for notice set forth herein.
10.9 Construction
The headings, captions, headers, footers and version numbers contained in these Terms are inserted for convenience only and shall not affect the meaning or interpretation of these Terms. The singular includes the plural, and the plural includes the singular. All references to "herein," "hereunder," "hereinabove," or like words shall refer to these Terms as a whole and not to any particular section, subsection, or clause contained in these Terms. The terms "include" and "including" are not limiting. Reference to any agreement or other contract includes any permitted modifications, supplements, amendments, and replacements.
10.10 Amendment
Saturation.io may add to or otherwise amend these Terms at any time by making an updated version of these Terms available on its Website or otherwise through the Application or Services. Unless otherwise specified by Saturation.io or required by Applicable Law, such additions or other amendments shall take effect immediately upon being made available by Saturation.io through such means. In addition, Customer's continued use of the Application or any use of any Services after any amendment takes effect will constitute Customer's agreement to such amendment. Customer may not amend or modify these Terms without the prior written consent of Saturation.io.
10.11 Counterparts and Electronic Communications
Each Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Such counterparts may be delivered via facsimile, electronic mail or other transmission method. Any counterpart so delivered shall be deemed to have been duly and validly delivered for all purposes. The Terms shall be binding in accordance with the terms hereof. Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or SMS messages (including text messages) from Saturation.io or anyone communicating on its behalf, Customer expressly consents for it and any of its authorized representatives to be contacted by Saturation.io and anyone communicating on its behalf for any and all purposes arising out of or relating to these Terms or Customer's use of the Services electronically or at any telephone number provided by Customer or such representatives or at which such Persons may be reached.
11. Definitions
Except as otherwise specifically indicated, the following capitalized terms have the following meanings in these Terms (such meanings to be equally applicable to both the singular and plural forms of the terms defined).
a. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with such Person.
b. "Applicable Law" means any and all applicable laws, treaties, conventions, directives, regulations, Operating Regulations, ordinances, and judicial decisions in courts and tribunals of competent jurisdiction that relate to the Services or a Party, including any subsequent amendments, modifications and revisions thereto, or subsequent versions thereof.
c. "API" means an application programming interface used and approved by the Parties.
d. "Bank" means such depository institution(s) or other financial institution(s) as Saturation.io may determine from time to time.
e. "Business Day" means any day other than a Saturday, Sunday or a day on which Bank is not open for business.
f. "Claim" has the meaning set forth in Section 7.1.
g. "Confidential Information" has the meaning set forth in Section 3.1.
h. "Control" means, with respect to any Person, the possession, direct or indirect, of the power to vote fifty-one percent (51%) or more of the securities that have ordinary voting power for the election of directors of such Person, or to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or by contract or otherwise.
i. "Created" has the meaning set forth in Section 4.1.
j. "Customer Data" has the meaning set forth in Section 2.3.
k. "Effective Date" means the commencement date for the Services as specified in the applicable Agreement, or, if no such date is specified, when Saturation.io first provides any Services to Customer.
l. "Feedback" has the meaning set forth in Section 4.4.
m. "Saturation.io Data" has the meaning set forth in Section 2.3.
n. "Saturation.io Loss" means any fines, penalties, liabilities, damages, expenses, third-party costs (including legal fees), or similar amounts paid by Saturation.io or an Affiliate of Saturation.io.
o. "Saturation.io Privacy Policy" has the meaning set forth in Section 3.3.
p. "Indemnified Party" has the meaning set forth in Section 7.3.
q. "Indemnifying Party" has the meaning set forth in Section 7.3.
r. "Intellectual Property Rights" means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, publicity and privacy rights, and mask works; (b) trademarks, and trade name rights and similar rights, service marks, domain names, trade dress, logos, and other distinctive brand features, whether or not registered; (c) trade secret rights; (d) patents and industrial property rights; (e) publicity and privacy rights in marketing, advertising, or other public facing materials (including rights to use the name, likeness, image of persons); and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses "(a)" through "(d)" above.
s. "Mark Licensee" has the meaning set forth in Section 4.3.
t. "Mark Licensor" has the meaning set forth in Section 4.3.
u. "Marks" means, with respect to a Party, the trademarks, service marks (whether registered or at common law), trade names, business names, logos, internet domain names or other proprietary designs and designations service marks, including names and other distinctive marks or logos, which identify such Party.
v. "Operating Regulations" means the by-laws, operating regulations, terms and conditions, rules, guidelines, policies and procedures of any card association or payment network used to process any Payment, or applicable to any payment method used to make any Payment, through the Services, as any or all of the foregoing may be amended and in effect from time to time.
w. "Payment" means any payment (i) instructed or otherwise authorized by Customer or (ii) sent or transferred to Customer, as applicable pursuant to the Services.
x. "Person" means any natural or legal person, including any corporation, partnership, limited liability company, trust or unincorporated association or other entity.
y. "Application" has the meaning set forth in Section 2.1.
z. "Primary Contact" has the meaning set forth in Section 2.3.
aa. "Recipient" has the meaning set forth in Section 3.1.
bb. "Services" means the payment solutions, technology and related services provided or supported by Saturation.io as further described herein.
cc. "System Requirements" has the meaning set forth in Section 2.5.
dd. "Subcontractor" has the meaning set forth in Section 2.1.
ee. "Taxes" has the meaning set forth in Section 2.1.
ff. "Technology" means any processes, methods, know-how, designs, information, data, software programs in both source and object codes, application programming interfaces, documentations, specifications, techniques, software development toolkits, products, devices, apparatuses, equipment, and other forms of technology, and all Intellectual Property Rights therein but excluding the Marks.