Effective Date: March 14, 2025
These Software-as-a-Service Terms and Conditions (the “SaaS Terms”) are entered into by and between TalosConnect (“we,” “us,” or “our”) and the organization or individual (“Customer”) that has purchased licenses to access and use any software-as-a-service product provided by TalosConnect (“SaaS Software”), either directly from TalosConnect or through an authorized reseller.
These SaaS Terms become effective on the earliest of:
●The date on which the Customer executes an order form referencing these SaaS Terms (“Order Form”);
●The date on which the Customer accepts these terms by clicking to accept or agree within the SaaS Software; or
●The date on which the Customer uses the SaaS Software.
1. Scope of License; Restrictions
1.1 Access; License
Subject to the terms of these SaaS Terms and any applicable Order Form, TalosConnect grants to Customer a non-exclusive, revocable, non-sublicensable, non-transferable right to:
●Access and use the SaaS Software; and
●Use any applicable documentation provided by TalosConnect related to the SaaS Software (“Documentation”), during the Term indicated on the applicable Order Form by those individuals authorized to use such SaaS Software on Customer’s behalf (“End Users”).
1.2 End Users
Customer is responsible for all use of the SaaS Software and Documentation by its End Users. Any action or omission by an End User that violates these SaaS Terms will be considered a breach by the Customer. Customers must ensure End Users are aware of and comply with these SaaS Terms.
1.3 Credentials
End Users must register for login credentials to access and use the SaaS Software.
Customers are responsible for maintaining the security of all login credentials and must promptly notify TalosConnect of any unauthorized access.
1.4 Use Restrictions
Except as otherwise permitted by these SaaS Terms or an applicable Order Form, Customer shall not, nor permit any third party to:
●Reverse engineer, decompile, or disassemble the SaaS Software;
●Modify or create derivative works of the SaaS Software;
●Sell, distribute, sublicense, rent, lease, or otherwise make the SaaS Software available to any unauthorized third party;
●Remove or alter any proprietary rights notices in the SaaS Software;
●Use the SaaS Software for unlawful activities or in a way that violates any applicable laws or third-party rights.
2. Availability; Support
2.1 Service Availability
TalosConnect will use commercially reasonable efforts to make the SaaS Software available 99.9% of the time, measured monthly, excluding downtime for scheduled maintenance or events beyond TalosConnect’s control.
2.2 Support
Support services will be available Monday through Friday, 9:00 AM to 5:00 PM (ET), excluding public holidays. Support requests may be submitted via email at support@talosconnect.com.
3. Data Ownership and Privacy
3.1 Data Controller and Processor
The Customer is the Data Controller — determining the purpose and means of processing personal data. TalosConnect is the Data Processor — processing personal data solely on behalf of and in accordance with the Customer’s instructions.
3.2 Personal Data
The SaaS Software may process the following personal data as provided by the Customer:
●Full name
●Mobile number
●Email address
●Job title (if applicable)
●Any additional information integrated from HR or Vendor Management Systems
3.3 Data Retention
Personal data is retained for the duration specified by the Customer or the term of the agreement. Upon termination, TalosConnect will delete or return all personal data as instructed by the Customer.
3.4 Security Measures
TalosConnect implements technical and organizational measures to secure personal data, including:
●Encryption of data in transit and at rest
●Role-based access controls
●Multi-factor authentication (MFA)
●Continuous monitoring and logging
3.5 Cross-Reference to Privacy and Compliance Policy
For detailed information regarding data processing practices, End User rights, data integrity, and update procedures, please refer to the TalosConnect Privacy and Compliance Policy, which is incorporated herein by reference.
4. Fees and Payment
4.1 Fees
Fees for the SaaS Software are outlined in the applicable Order Form. All fees are non-refundable unless explicitly stated otherwise.
4.2 Invoicing and Payment
Invoices are due within thirty (30) days of the invoice date. Late payments may result in suspension of service.
5. Term and Termination
5.1 Term
The SaaS Terms remain effective until all active Order Forms have expired or been terminated.
5.2 Termination for Breach
Either party may terminate the SaaS Terms or any active Order Form if the other party breaches any material term and fails to remedy it within thirty (30) days of written notice.
5.3 Effect of Termination
Upon termination, the Customer must discontinue use of the SaaS Software, and TalosConnect will provide reasonable access for thirty (30) days to retrieve Customer Data.
6. Liability and Warranties
6.1 Disclaimer of Warranties
The SaaS Software is provided “as is” without warranties of any kind. TalosConnect disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
6.2 Limitation of Liability
TalosConnect’s liability under these SaaS Terms will not exceed the fees paid by the Customer in the twelve (12) months preceding the claim. For additional details regarding privacy-related disclaimers and limitations, please refer to our TalosConnect Privacy and Compliance Policy.
7. Miscellaneous
7.1 Governing Law
These SaaS Terms are governed by the laws of the State of [Insert State], without regard to its conflict of law principles.
7.2 Assignment
Customers may not assign their rights under these SaaS Terms without TalosConnect’s prior written consent.
7.3 Entire Agreement
These SaaS Terms, along with the Order Form, constitute the entire agreement between TalosConnect and the Customer, superseding all prior agreements and understandings. For matters related to data processing and privacy, the TalosConnect Privacy and Compliance Policy is incorporated by reference and forms an integral part of this overall agreement.
Contact Information
For any questions regarding these SaaS Terms, please contact:
●TalosConnect Legal Team
●Email: legal@talosconnect.com
For privacy-related inquiries specifically, please refer to our TalosConnect Privacy and Compliance Policy or contact our Privacy Team at privacy@talosconnect.com. By using TalosConnect’s SaaS Software, the Customer agrees to these Terms of Service.
These updates now provide clear cross-references between the Privacy and Compliance Policy and the SaaS Terms, ensuring that data processing practices, user rights, and related procedures are consistently communicated across both documents. Let me know if you need any further modifications.