Software as a Service Agreement

Last updated on 27 August 2024

1. Definitions

"Service" refers to the software-as-a-service platform provided by the Company, including any associated software, tools, features, or functionalities.
"Freemium Service" means the basic level of Service provided at no charge to the User.
"Paid Service" refers to the subscription-based services offered by the Company, which include additional features and support beyond the Freemium Service.
"User Data" means any data, information, or material submitted by the User in the course of using the Service.

2. Service Provision and License

Grant of License: Elven grants the User a limited, revocable, non-exclusive, non-transferable license to access and use the Freemium Service, subject to the terms of this Agreement.
Modifications: The Company reserves the right to modify, suspend, or discontinue the Service, or any part thereof, with or without notice. The User agrees that the Company shall not be liable to the User or any third party for any such modifications.

3. User Responsibilities

Account Registration: The User agrees to provide accurate and complete information during the registration process and to keep such information up-to-date.
Compliance: The User shall use the Service in accordance with all applicable laws, regulations, and industry standards.
Prohibited Uses: The User shall not:‍

1. Use the Service for any illegal or unauthorized purposes;
2. Attempt to gain unauthorized access to the Service or related systems;
3. Upload any viruses or malicious code;
4. Resell, sublicense, or transfer rights to the Service without the Company’s written consent.

4. Service Availability and Support

Grant of License: Elven grants the User a limited, revocable, non-exclusive, non-transferable license to access and use the Freemium Service, subject to the terms of this Agreement.
Paid Service: Users who upgrade to a Paid Service will receive access to enhanced features, support, and service level commitments as outlined in the applicable subscription plan. An inde
Maintenance and Downtime: The Company may schedule maintenance or upgrades that may result in temporary Service interruptions. The Company will make reasonable efforts to notify Users in advance of any planned downtime.

5. Fees and Payment (Applicable to Paid Service)

Subscription Fees: The fees for the Paid Service are as set forth on the Company’s website or as otherwise provided in writing. All fees are non-refundable except as provided herein.
Billing: Fees are billed on a [monthly/annual] basis in advance. The User authorizes the Company to charge the User’s payment method for the applicable subscription fees.
Late Payments: Any late payments may result in suspension or termination of the User’s access to the Paid Service.

6. Data Security and Privacy

Data Ownership: The User retains all rights and ownership of User Data. The Company will not access, use, or disclose User Data except as necessary to provide the Service or as required by law.
Data Protection: The Company will implement reasonable and appropriate measures to protect User Data against unauthorized access, loss, or disclosure.
Privacy Policy: The User’s use of the Service is subject to the Company’s Privacy Policy, which is incorporated by reference into this Agreement.

7. Confidentiality

Confidential Information: Both parties agree to keep confidential any proprietary or confidential information disclosed during the course of this Agreement.
Exclusions: Confidential Information does not include information that is publicly available, independently developed without use of the other party’s Confidential Information, or disclosed by a third party not under a duty of confidentiality.

8. Limitation of Liability

Exclusion of Damages: To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption.
Cap on Liability: The Company’s total liability arising out of or related to this Agreement shall not exceed the total amount paid by the User for the Paid Service in the twelve (12) months preceding the claim.

9. Term and Termination

Term: This Agreement will commence on the date the User first registers for the Service and will remain in effect until terminated by either party.
Termination by User: The User may terminate this Agreement at any time by discontinuing use of the Service and deleting their account.
Termination by Company: The Company may terminate this Agreement or suspend the User’s access to the Service if the User breaches any terms of this Agreement, or for any other reason at the Company’s sole discretion.
Effect of Termination: Upon termination, the User’s right to access and use the Service will immediately cease. The Company will have no obligation to maintain or provide any User Data after termination.

10. Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles.

11. Miscellaneous

Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the subject matter herein and supersedes all prior agreements or understandings.
Amendments: The Company may amend this Agreement from time to time. Continued use of the Service after such amendments constitutes acceptance of the amended terms.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
No Waiver: The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.

12. Scope of Service

The Freemium Service include the following functions:

Service

Limitation

Entity Mangement

Transaction Management

3,000

Add accounts and transactions

Unlimited

Treasury Dashboard

Unlimited

Transaction labeling (manual, automatic)

Unlimited

Custom COA

Unlimited

Custom business activity labels

Unlimited

Trial balance

Unlimited

Financial statements

Unlimited

Crypto Asset Disclosure

Unlimited

Import business data

Trial

Auxilliary Code

Trial

Valuation report

Trial

Cost breakdown

Trial

Custom cost method

Trial

Custom price source

Trial

Reconciliation module

Trial