Terms of Service

1. Definitions

• "Services" means the SpendSail expense and travel management platform and related services.
• "Customer" means the organization subscribing to the Services.
• "User" means an individual authorized by Customer.
• "Data" means all information submitted to the platform by Customer or Users.

2. Nature of Services

SpendSail provides a software platform to assist organizations with:

• Expense management
• Travel management
• Policy enforcement
• Workflow automation
• Reporting and integrations

SpendSail is not:

• An accounting firm
• A tax advisor
• A legal advisor
• A financial advisor

All financial decisions, tax treatment, policy enforcement, and compliance obligations remain solely the responsibility of Customer.

3. Customer Responsibilities

Customer is solely responsible for:

• Accuracy of submitted data
• Establishing and enforcing internal policies
• Verifying expense reports
• Reviewing AI-generated outputs
• Ensuring compliance with applicable laws
• Maintaining appropriate insurance

SpendSail does not validate the legal or tax correctness of any expense classification, reporting output, or accounting treatment.

4. AI & Automated Processing Disclaimer

The Services may use automated systems including AI and OCR.

Customer acknowledges:

• AI outputs may contain errors
• Extracted data must be reviewed by humans
• Automated flags are advisory only
• SpendSail does not guarantee detection of fraud, duplicate claims, or policy violations

SpendSail shall not be liable for decisions made in reliance on automated outputs.

5. Acceptable Use

Customer and Users may not:

• Reverse engineer the platform
• Attempt to bypass security controls
• Use the Services for unlawful purposes
• Upload malicious code
• Access accounts without authorization
• Resell or sublicense the Services without written consent

Violation may result in immediate suspension or termination.

6. Intellectual Property

All rights, title, and interest in the Services, including:

• Software
• Code
• Algorithms
• AI models
• UI design
• Documentation

remain the exclusive property of SpendSail.

Customer retains ownership of its Data.

SpendSail retains the right to use anonymized and aggregated data for:

• Service improvement
• Benchmarking
• Analytics
• Security monitoring

No personally identifiable information will be disclosed in aggregated use.

7. Fees & Payment

Fees are governed by subscription agreements or pricing plans.

Failure to pay may result in suspension or termination.

Fees are non-refundable unless otherwise required by law.

8. Data Security

SpendSail implements commercially reasonable security measures.

However, Customer acknowledges:

• No system is completely secure
• Internet transmission carries inherent risk
• SpendSail is not responsible for breaches resulting from: Customer misconfiguration; weak passwords; compromised credentials; customer-side systems

9. Indemnification (Customer Indemnity)

Customer agrees to indemnify, defend, and hold harmless SpendSail from any claims arising from:

• Customer Data
• Misuse of the Services
• Violation of law
• Employee disputes related to expenses
• Tax or accounting misstatements
• Policy enforcement decisions

This indemnity includes legal fees.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

SpendSail disclaims all warranties, including:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Accuracy of outputs
• Error-free operation
• Continuous availability

We do not guarantee: fraud prevention; tax compliance; accounting compliance; regulatory compliance.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

SpendSail shall not be liable for:

• Indirect damages
• Consequential damages
• Lost profits
• Lost data
• Business interruption
• Reputational harm
• Regulatory penalties
• Audit findings

TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO SPENDSAIL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow limitations; where prohibited, limitations apply to the fullest extent permitted.

12. No Class Actions

Customer and Users agree:

• Claims must be brought individually
• No class actions
• No consolidated proceedings

13. Dispute Resolution

Any dispute shall be resolved through:

• Binding arbitration
• Confidential proceedings
• Venue and governing law: State of Texas

SpendSail may seek injunctive relief for IP violations.

14. Suspension & Termination

SpendSail may suspend or terminate access for:

• Breach of Terms
• Non-payment
• Security risk
• Legal requirement

Termination does not waive outstanding payment obligations.

15. Export Compliance

Customer agrees to comply with applicable export control laws.

16. Force Majeure

SpendSail shall not be liable for delays caused by:

• Natural disasters
• Government actions
• War
• Cyber attacks
• Infrastructure outages

17. Modifications

SpendSail may update these Terms.

Continued use constitutes acceptance.

18. Entire Agreement

These Terms constitute the entire agreement unless superseded by a signed Master Service Agreement.

19. Contact

SpendSail Software LLC
Email: legal@spendsail.com
Website: https://spendsail.com

For general inquiries, you may also use our contact form.

20. Binding Arbitration & Jury Waiver

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Arbitration shall take place in the State of Texas, unless otherwise agreed in writing.

The arbitration shall be conducted by a single arbitrator.

The proceedings shall remain confidential.

The arbitrator shall have authority to award individual relief only.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• CUSTOMER WAIVES THE RIGHT TO A TRIAL BY JURY.
• CUSTOMER WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
• NO CLAIM MAY BE BROUGHT AS A REPRESENTATIVE OR CLASS ACTION.

Nothing in this section prevents SpendSail from seeking injunctive relief in court to protect intellectual property or confidential information.

21. Explicit Waiver of Tax & Regulatory Damages

SpendSail does not provide tax, accounting, legal, or regulatory advice.

Customer acknowledges and agrees that SpendSail shall not be liable for:

• Tax penalties
• Interest charges
• Audit adjustments
• Regulatory fines
• Accounting restatements
• Compliance violations

arising from: expense classifications; tax treatment decisions; GL coding; travel reimbursements; per diem calculations; cross-border tax handling.

All tax and compliance determinations remain solely the responsibility of Customer and its advisors.

22. Service Level Disclaimer (No Guaranteed Uptime)

Unless expressly agreed in a signed Master Service Agreement:

• The Services are provided on a commercially reasonable basis.
• SpendSail does not guarantee uninterrupted availability.
• Maintenance windows may occur.
• Temporary outages may occur.

SpendSail shall not be liable for: downtime; latency; service interruptions; third-party integration failures; cloud provider outages.

No credits or refunds are provided for temporary interruptions unless contractually agreed.

23. Beta Features Disclaimer

From time to time, SpendSail may offer beta, preview, or experimental features ("Beta Features").

Customer acknowledges:

• Beta Features are provided "AS IS."
• Beta Features may be modified or discontinued at any time.
• Beta Features may contain defects.
• No service levels apply to Beta Features.

SpendSail disclaims all liability arising from use of Beta Features.

24. Open-Source Software

The Services may incorporate open-source software components.

Such components are governed by their respective licenses.

SpendSail makes no warranties regarding open-source components beyond those required by applicable licenses.

SpendSail shall not be liable for defects originating from open-source dependencies.

25. Insurance Limitation Clause

SpendSail maintains commercially reasonable insurance coverage consistent with industry practice.

Customer acknowledges that:

• Insurance limits do not increase SpendSail's liability beyond the cap stated in Section 11.
• The existence of insurance does not create additional rights or remedies.
• Under no circumstances shall SpendSail's liability exceed the contractual limitation of liability regardless of insurance coverage.

26. Limitation for Data Breach Claims

In the event of a security incident:

• SpendSail shall notify Customer as required by law.
• SpendSail shall take commercially reasonable steps to remediate.

However: To the maximum extent permitted by law, SpendSail shall not be liable for indirect damages resulting from a security incident. Liability for direct damages arising from a security incident shall remain subject to the overall liability cap (Section 11).

SpendSail shall not be liable for breaches resulting from: customer misconfiguration; compromised credentials; weak passwords; customer-side systems; third-party integrations.

Customer is responsible for implementing appropriate internal safeguards.

27. AI Liability Shield Clause

Customer acknowledges that the Services may use artificial intelligence, machine learning, and automated decision-support tools.

Customer agrees:

• AI outputs are probabilistic and may contain inaccuracies.
• AI-generated classifications, flags, and recommendations are advisory.
• Human review is required.
• SpendSail does not guarantee fraud detection.
• SpendSail does not guarantee policy violation detection.
• SpendSail does not guarantee accounting accuracy.

Customer assumes all responsibility for decisions made in reliance upon AI-generated outputs.

SpendSail shall not be liable for: false positives; false negatives; misclassification; missed policy violations; fraud not detected; incorrect GL suggestions; inaccurate OCR extraction.

28. Limitation of Damages – Reinforced

Notwithstanding anything to the contrary:

IN NO EVENT SHALL SPENDSAIL BE LIABLE FOR:

• LOST PROFITS
• LOST REVENUE
• LOST DATA
• LOSS OF BUSINESS
• LOSS OF GOODWILL
• REGULATORY PENALTIES
• TAX LIABILITIES
• BUSINESS INTERRUPTION
• PROCUREMENT OF SUBSTITUTE SERVICES

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID IN THE PRIOR 12 MONTHS.

29. Exclusive Remedy

The remedies expressly set forth in these Terms constitute Customer's sole and exclusive remedies.

30. Mandatory Individual Arbitration; No Court Proceedings

ANY CLAIM OR DISPUTE SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION.

• No court litigation except for IP injunctive relief
• No jury trial
• No class action
• No mass arbitration
• No consolidated claims

Each claim must be brought individually.

If any court determines class waiver unenforceable, the entire arbitration clause shall be void and dispute must be litigated exclusively in state courts of Texas.

31. One-Year Claim Limitation Period

ANY CLAIM MUST BE FILED WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE CLAIM.

After one year, claims are permanently barred.

32. Waiver of Punitive and Special Damages

Customer expressly waives any right to:

• Punitive damages
• Exemplary damages
• Treble damages
• Emotional distress damages
• Reputational damages

Even if otherwise available under statute.

33. Maximum Liability Cap (Expanded)

Total cumulative liability for ALL claims, regardless of theory (contract; tort; negligence; strict liability; data breach; security incident; regulatory action) shall not exceed the lesser of:

• Fees paid in prior 12 months, OR
• $50,000

Whichever is lower.

34. Exclusive Remedy Clause

Customer's sole remedy for dissatisfaction is termination of the Services.

Refunds are not required unless expressly agreed in writing.

35. Expanded Data Breach Limitation

SpendSail shall not be liable for: regulatory investigations; fines or penalties; class action claims; identity theft claims; monitoring costs; notification costs — unless directly caused by SpendSail's willful misconduct. Even then, liability remains capped.

36. AI Reliance Waiver

Customer acknowledges: AI is non-deterministic and probabilistic.

Customer waives any claim arising from: misclassification; failure to detect fraud; incorrect data extraction; improper policy flagging; incorrect accounting suggestions; hallucinations; automated decision impacts.

All AI outputs require independent human verification.

37. No Fiduciary Relationship

SpendSail is not: a fiduciary; an agent; a trustee; a financial advisor; a compliance guarantor.

No special duty is created by use of the Services.

38. Third-Party Claim Shield

SpendSail shall not be liable to: employees of Customer; contractors of Customer; vendors of Customer; tax authorities; regulatory agencies.

Any claim must be brought solely by the contracting entity and subject to all limitations herein.

39. No Reliance Clause

Customer acknowledges it has not relied on: marketing statements; sales representations; verbal assurances; future roadmap statements.

Only written, signed agreements govern.

40. Severability Protection

If any provision is held invalid, remaining provisions remain enforceable.

Liability limitations shall survive.

41. Survival Clause

The following survive termination:

• Liability limitations
• Arbitration
• Indemnification
• IP ownership
• Confidentiality
• AI disclaimers

42. Indemnification Expansion

Customer shall indemnify SpendSail against:

• Claims from employees
• Claims from regulators
• Claims related to tax misreporting
• Claims related to reimbursement disputes
• Claims related to misuse
• Claims related to internal fraud not detected

Including attorney fees.

43. Governing Law & Exclusive Venue

Governing Law: State of Texas.

Exclusive venue for permitted court actions: Travis County, Texas.

Customer waives objections to venue and jurisdiction.

44. Force Majeure Expansion

SpendSail not liable for failures due to:

• Cloud provider outages
• Cyber attacks
• Ransomware
• Government sanctions
• AI provider outages
• Internet backbone failures
• Payment processor outages