Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between Pegalio, Inc. (“Pegalio,” “we,” “us,” or “our”) and the entity or person that accepts them or uses the Services (“Customer,” “you,” or “your”). By accessing or using the Services, creating an account, or clicking to accept these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

1. Definitions

“Services” means the Pegalio web dashboard, customer portal, APIs, websites, and related applications and features. “Customer Content” means the data, files, text, and other materials that you or your authorized users submit to or generate within the Services. “Authorized Users” means the individuals you permit to access the Services under your account, including your employees, contractors, and invited customer participants. “Order” means an online subscription selection or written ordering document that references these Terms.

2. Accounts and eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Services. You are responsible for the accuracy of the information you provide, for maintaining the confidentiality of your credentials, and for all activity that occurs under your account. You must promptly notify us of any unauthorized use of your account or any other breach of security. You are responsible for your Authorized Users’ compliance with these Terms.

3. Subscriptions, trials, fees, and taxes

Access to paid features is provided on a subscription basis as described in your Order. Unless otherwise stated, subscriptions renew automatically for successive periods equal to the prior term, and fees are billed in advance and are non-refundable except as required by law or expressly stated in these Terms. We may offer free trials; at the end of a trial, your subscription will convert to a paid plan unless you cancel beforehand. We may change our fees on renewal by giving you reasonable prior notice. Fees are exclusive of taxes, and you are responsible for all applicable taxes other than taxes based on our net income. Late amounts may accrue interest and may result in suspension as described in Section 12.

4. Acceptable use

You agree not to, and not to permit any Authorized User or third party to:

• use the Services in violation of any applicable law or regulation;
• upload or transmit any content that is unlawful, infringing, defamatory, or that violates the privacy or intellectual property rights of others;
• send unsolicited communications, malware, or other harmful code, or otherwise interfere with the integrity or performance of the Services;
• attempt to gain unauthorized access to the Services or their related systems, or probe, scan, or test their vulnerability without authorization;
• reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent permitted by law;
• resell, sublicense, or provide the Services to third parties except as expressly permitted; or
• use the Services to build a competing product or to benchmark without our consent.

5. Customer Content and data protection

You retain all rights in your Customer Content. You grant Pegalio a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Content solely as necessary to provide and support the Services. You are responsible for your Customer Content, including its accuracy, legality, and your right to submit it, and for obtaining any consents or providing any notices required for us to process it on your behalf. Our processing of personal data contained in Customer Content is governed by our Data Processing Addendum and our Privacy Policy.

6. Intellectual property

The Services, including all software, content, and materials we provide, and all intellectual property rights therein, are and remain the exclusive property of Pegalio and its licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your subscription term for your internal business purposes. We reserve all rights not expressly granted. If you provide feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction.

7. Third-party services

The Services may interoperate with third-party products and services. Your use of any third-party service is governed by that provider’s terms, and we are not responsible for third-party services. We may modify or discontinue an integration where a third party changes or discontinues its service.

8. Confidentiality

Each party may receive information that is confidential to the other. The receiving party will use the disclosing party’s confidential information only to perform under these Terms and will protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care. These obligations do not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party.

9. Warranties and disclaimers

We warrant that the Services will perform materially in accordance with our published documentation during your subscription term. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

10. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO PEGALIO FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

11. Indemnification

You will defend, indemnify, and hold harmless Pegalio from and against any third-party claims, damages, and costs (including reasonable attorneys’ fees) arising out of your Customer Content, your use of the Services in breach of these Terms, or your violation of law or the rights of a third party. We will defend, indemnify, and hold you harmless from third-party claims alleging that the Services, as provided by us and used in accordance with these Terms, infringe that third party’s intellectual property rights.

12. Suspension

We may suspend your access to the Services if we reasonably determine that your use poses a security risk, may harm our systems or other customers, violates applicable law or Section 4, or if amounts due remain unpaid after notice. Where practicable, we will provide notice and an opportunity to remedy the issue.

13. Term and termination

These Terms remain in effect for the duration of your subscription. Either party may terminate for the other party’s material breach that remains uncured 30 days after written notice. On termination, your right to access the Services ceases, and we will make Customer Content available for export for a limited period before deletion in accordance with our Privacy Policy. Provisions that by their nature should survive termination will survive.

14. Changes to the Services or Terms

We may modify the Services over time. We may also update these Terms; when we make material changes, we will update the “Last updated” date above and provide reasonable notice. Changes take effect on the date stated, and your continued use of the Services after that date constitutes acceptance of the revised Terms.

15. Governing law and dispute resolution

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The parties will attempt in good faith to resolve any dispute informally. Any dispute not resolved informally will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and each party consents to personal jurisdiction there. Nothing in this section prevents either party from seeking injunctive relief to protect its intellectual property or confidential information.

16. General

These Terms, together with any Order and the documents referenced in them, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements on the subject. If any provision is held unenforceable, the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent, except to a successor in connection with a merger or sale of substantially all assets; we may assign these Terms freely. Neither party is liable for delays or failures caused by events beyond its reasonable control. Notices must be in writing and are effective when delivered.

17. Contact us

Questions about these Terms may be sent to [email protected] or by mail to Pegalio, Inc., San Francisco, California, United States.