These Terms of Use (the “Agreement”) establish the general terms and conditions that govern your access to and use of Sovos Unclaimed Property Standard (UP Standard), including any content and functionality (“UP Standard”) and is an agreement between Sovos Compliance, LLC (“Sovos”) and you or the entity you represent (“you”, “your” or “Customer”). This Agreement will apply during the free trial period.

 

Please read the Agreement carefully before commencing use of UP Standard. By clicking to accept or agree to the Agreement when this option is made available to you, you represent and warrant that you are at least 18 years of age and accept and agree to be bound and abide by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and your affiliates to these terms and conditions. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and you may not use UP Standard.

 

Sovos reserves the right, in its sole discretion, to change, modify, add, or remove portions of this Agreement at any time. The current Agreement will be made available to you through UP Standard and it is your responsibility to review the Agreement periodically for changes. Your continued use of UP Standard following the posting of changes will mean that you accept and agree to the terms.

 

In consideration of the mutual promises set forth below, the parties hereby agree as follows:

 

1.       Definitions
Escheatment means dormant, abandoned or unclaimed property assets that are remitted to the relevant state.
Metrics means the limitation on the usage of UP Standard as designated at the time of subscription purchase.
Record means any property actively managed in UP Standard from the date entered into the software through the date of Escheatment.  
Users mean your employees, consultants, contractors or agents who are authorized to use UP Standard and have been supplied user identifications and passwords to access the system.
Your Information means all company, associate, employee, contractor, and unclaimed property information submitted by or with respect to you.

2.       UP Standard

2.1      UP Standard is a cloud-based solution that provides users with the capabilities to (i) manage unclaimed property data, (ii) execute property holder due diligence outreach; (iii) deliver Sovos-supported unclaimed property reports to governmental agencies; (iv) access to data and liability reporting tools, records archive, due diligence letter templates and unclaimed Property resources that allow you to look up the latest due diligence and state report filing requirements; and includes any updates or upgrades which may be generally released by us to all customers from time to time.  

2.2     Subject to the provisions contained in this Agreement, including without limitation the restrictions set forth herein and timely payment of the applicable fees, Sovos hereby grants you for the term a non-transferable, non-exclusive license, without the right to grant sublicenses to access and use UP Standard solely for your internal business purposes. Access is limited to the version of UP Standard in Sovos’ production environment. Sovos provides a knowledge base tool that is hosted by a third-party service provider, Customer acknowledges that by accessing such tool, Customer expressly agrees to the sharing of email addresses. 

2.3     You shall not: (i) copy, resell, host, rent or sublicense UP Standard  or any performance or capacity statistics or the results of any benchmark test performed on UP Standard; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of UP Standard, in whole or in part, or otherwise write or develop any derivative works based upon UP Standard, except as otherwise permitted in this Agreement; (iii) upload or transmit viruses or any other type of malicious or destructive code; (iv) use UP Standard to provide processing services to third parties, or otherwise use the same on a ‘service bureau’ basis or otherwise allow access to, provide, divulge or make available UP Standard to any user other than your employees and individual contractors who have a need to such access and who shall be bound by nondisclosure obligations that are at least as restrictive as the terms of this Agreement; (v) use UP Standard for any unlawful purpose or solicit others to perform or participate in any unlawful acts; (vi) use UP Standard to violate any international, federal, provincial, state or local laws, regulations, rules or ordinances; (vii) infringe upon or violate Sovos’ intellectual property rights or the intellectual property rights of others; or (viii) use UP Standard to submit false or misleading information.

2.4     You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Information; (ii) establish User connectivity using the internet, including opening applicable ports; and (iii) have responsibility for periodic data delivery, output validation, and task authorization.

2.5     You agree that your purchases hereunder are neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written comments made by Sovos regarding future functionality or features.

2.6     Your right to use UP Standard is limited by the number of Metrics purchased. All fees are based on the Metrics purchased and those quantity(ies) represent maximum amounts that you have committed to for the term. There shall be no fee adjustments or refunds for any decreases in usage or Metrics during the term. You will pay additional fees for any Metrics over the licensed quantity.

2.7     You represent and warrant that before providing non-public personal or financial information to Sovos or its agents, you will comply with any laws applicable to the disclosure of personal information, including providing notices to or obtaining permission from third parties to allow sharing of their personal information with Sovos under the Agreement. 

3.       Support. Sovos will provide self-help support resources in UP Standard.  Additionally, a web form will be available in the Help Center for support issues not addressed through the self-help resources.

4.       Third-Party Services. Use of UP Standard may include services or functionality developed, provided, or maintained by third-party service providers (“Third-Party Services”). In addition to the terms of this Agreement, your access to and use of any Third-Party Services is also subject to any other terms separate from this Agreement that you may enter into (or may have entered into) relating to those Third-Party Services (“Third-Party Service Terms”). Except as set forth in this Agreement, the terms of any Third-Party Service Terms will control in the event of a conflict between the terms of this Agreement and those Third-Party Service Terms. Third-Party Services may be subject to additional fees as described in the ordering platform. You acknowledge that access to such Third-Party Services may require the sharing of your employees’ email addresses to the third-party service providers and you expressly agree to the sharing of the email address.

5.       Compliance with Laws. Each party shall at all times comply with all federal, state, and local laws, ordinances, regulations, and orders that are applicable to this Agreement and its performance hereunder. Without limiting the generality of the foregoing, each party shall at all times, at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct its business relating to the exercise of its rights and the performance of its obligations under this Agreement.

6.       Fees and Payments

6.1      Fees are specified in the ordering platform and/or UP Standard, if available. Payment of all fees is by credit card or ACH and will be charged when the purchase is made and shall be made in U.S. Dollars. 

6.2     Sovos may adjust any fees at any time during the term of this Agreement to be effective upon the next billing period following notice to you.

6.3     You shall be responsible for payment of all taxes (excluding those on Sovos’ net income) relating to the provision of UP Standard, except to the extent a valid tax exemption certificate or other written documentation acceptable to Sovos to evidence your tax exemption status is provided to Sovos prior to the date Sovos charges the fees as set forth in Section 6.1.

6.4     In addition to its other rights or remedies provided hereunder, Sovos will be entitled to suspend your access to UP Standard if (i) you fail to provide a valid payment method, (ii) you are in breach of this Agreement, or (iii) so long as, in Sovos’ sole judgment, there is a risk created by you that may interfere with the proper continued provision of UP Standard or the operation of Sovos’ network or systems. The suspension shall continue until such time as the amounts are paid in full or you cure the applicable breach. Sovos may impose an additional charge to reinstate access to UP Standard following a suspension set forth in items (i) and (iii) above.

7.          Term and Termination

7.1          Free Trial Period. The subscription includes a 7-day free trial period. During the trial period, you will have full access to the software and may input data and manage property, but you may not create due diligence letters, download previews or proceed with any NAUPA files. Sovos will deem any attempt to create due diligence letters, download previews or proceed with any NAUPA files as a request to convert to a paid subscription and your credit card will be charged for the annual subscription fee. On or before the end of the free trial period, you will need to cancel the subscription by sending an email to UPCancellations@sovos.com, and you agree that you will no longer be able to access the software. If no cancellation request is received, your subscription will automatically convert to a paid subscription and your credit card will be charged.

7.2         The term of this Agreement will begin on the date of purchase through the ordering platform (the “Effective Date”) and continue so long as you use UP Standard or until terminated by you or by Sovos. The term of the paid subscription will be for an initial period of one (1) year from the end of the trial period, and will thereafter automatically renew for additional one (1) year renewal terms unless terminated as set forth herein. Notwithstanding the foregoing, you may terminate the Agreement as of the end of the initial term or then current renewal term by following the instructions in UP Standard. Sovos may terminate your subscription by providing written notice to you via email at least thirty (30) days prior to the end of the initial term or any renewal term.

7.3         Either party may terminate the subscription immediately upon written notice at any time if the other party (i) commits a non-remediable material breach of the Agreement, or if the other party fails to cure any remediable material breach or provide a written plan of cure within thirty (30) days of being notified of such breach; (ii) ceases business operations; or (iii) becomes insolvent, generally stops paying its debts as they become due or seeks protection under any bankruptcy, receivership, trust, deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within 90 days after the commencement of one of the foregoing events). Upon termination, you lose the right to utilize UP Standard. Termination shall not relieve you of the obligation to pay any fees accrued or payable to Sovos prior to the effective date of termination. Those provisions that by their nature are intended to survive termination of this Agreement shall so survive.

7.4         You may retrieve Your Information during the term of the subscription by following the instructions in UP Standard. After termination of the subscription, Your Information can be made available to you up to thirty (30) days after the effective date of the termination upon your written request to Sovos. After the 30-day period, Sovos shall have no obligation to maintain or provide any of Your Information and shall thereafter, unless legally prohibited or as part of Sovos’ routine backup, archival and data destruction procedures, delete all of Your Information in its systems or otherwise in its possession or under its control.

8.       Intellectual Property, Proprietary Rights, and License.  You own and shall own all rights to Your Information. Sovos shall have a perpetual, irrevocable, worldwide right to use any de-identified and aggregated data that arises from your use of UP Standard, provided such data (i) is not identifiable to any person or entity and (ii) does not contain any of your Confidential Information. Except for the rights granted to you in this Agreement, you will have no interest in UP Standard. All rights, title, and interest in or to any copyright, trademark, service mark, trade secret, and other proprietary right relating to UP Standard and the related logos, product names, etc. are reserved and all rights not expressly granted are reserved by Sovos. You may not obscure, alter, or remove any copyright, patent, trademark, service mark, or proprietary rights notices on any product.  You will not use or permit access to UP Standard in an effort to develop or modify competitive services.

9.       Indemnity. You agree to indemnify, defend and hold harmless Sovos, its affiliates, and its and their respective employees, agents, suppliers, partners, officers, directors, independent contractors and service providers (each, a “Sovos Entity”), from and against all claims, suits, demands, losses, liabilities, damages, penalties, costs, actions and proceedings, including reasonable attorneys’ fees (collectively, “Claims”), to the extent that such Claim is based upon or arises out of: (i) your breach of these terms or the documents incorporated by reference; (ii) your violation of any law or the rights of a third party; (iii) any unauthorized use of UP Standard, or any of your actions or omissions relating to UP Standard; (iv) any liability we incur that results from your use of UP Standard; or (v) any data uploaded by you into UP Standard.

10.    Disclaimers

10.1    No Tax or Legal Advice. Sovos does not, and shall not, be deemed to provide tax or legal advice in providing UP Standard. Sovos will use reasonable efforts to ensure that UP Standard is current and accurate, but due to rapidly changing tax rates and regulations which require interpretation by your qualified tax and legal professionals, you bear full responsibility to determine the applicability of the output generated by UP Standard and to confirm its accuracy. You are solely responsible for any liabilities, penalties, or interest arising from use of UP Standard. You will not rely solely on your use of UP Standard in complying with any laws and governmental regulations.

10.2   UP STANDARD IS PROVIDED ON AN “AS-IS” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE OF UP STANDARD. SOVOS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF UP STANDARD OR FOR ANY PURPOSE. SOVOS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY OTHER IMPLIED WARRANTY. SOVOS DOES NOT REPRESENT OR WARRANT THAT UP STANDARD WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.

11.    Limitation of Liability

11.1    NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, SOVOS AND ITS LICENSORS AND SUPPLIERS WILL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, INACCURATE DATA, OR LOSS OF DATA OR COST OF COVER) THAT YOU MAY INCUR OR EXPERIENCE IN CONNECTION WITH THE AGREEMENT OR THE SOFTWARE, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2    Notwithstanding anything to the contrary contained in this Agreement, Sovos’ total liability for any and all damages in connection with this Agreement, AND ALL SOVOS SOFtware, regardless of the form of action, shall not exceed the fees paid by you TO SOVOS for THE software FROM WHICH SUCH CLAIM ARISES within the twelve (12) month period preceding the claim.

12.    Confidential Information. This Section 12 shall supersede all previous Nondisclosure/Confidentiality Agreements that may exist between the parties with respect to the subject matter of this Agreement. “Confidential Information” means any non-public financial, business and other information, in whatever form or medium, that is furnished, including technical data, software, source code, object code, specifications, pricing know-how or business information specific to you or Sovos which is marked as confidential or contain a similar legend or which, given the nature of the information and circumstances of disclosure, would reasonably be confidential. Confidential Information does not include information which (a) was in the public domain at the time it was disclosed or becomes in the public domain through no fault of the receiver; (b) can be shown by written documentation to have been known to the receiver, without restriction, at the time of disclosure; (c) was independently developed by the receiver without any use of the discloser’s Confidential Information; or (d) becomes known to the receiver, without restriction, from a source other than the discloser without breach of any confidentiality agreement and otherwise not in violation of the discloser’s rights. Notwithstanding anything to the contrary herein, UP Standard shall not be deemed to have been placed in the public domain by Sovos for purposes of this Section. The parties agree that the pricing terms are Confidential Information of Sovos. Each party will treat the Confidential Information of the other party in a confidential manner with the same degree of care as such party treats its own proprietary information of like importance, which will be no less than a reasonable degree of care. This Section will not prohibit disclosure of Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, the receiver will furnish prompt notice thereof to enable the discloser to seek a protective order or otherwise prevent such disclosure. The obligations of this Section will survive termination for any reason for a period of three years. The parties agree that each party shall be entitled to seek equitable relief to protect its interests under this Section, including preliminary and permanent injunctive relief, as well as money damages. Nothing stated herein shall be construed to limit any other remedies available to the parties for breach of this Section. Sovos will comply with its privacy policy located at https://sovos.com/privacy-policy/. 

13.    Security

13.1    Sovos will maintain safeguards and take commercially reasonable technical, physical, and organizational precautions to ensure that Your Information is protected from unauthorized access, and disclosure.

13.2   You will maintain commercially reasonable security procedures for the transmission of data to Sovos. You will notify Sovos immediately of any suspected security breach regarding transmissions to or from Sovos. You will not: (a) breach or attempt to breach the security of UP Standard or any network, servers, data, computers or other hardware relating to or used in connection with UP Standard, or any third party that is hosting or interfacing with any part of UP Standard; or (b) use or distribute through UP Standard, any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of UP Standard or the operations or assets of any other customer of Sovos or any third party. You will comply with the user authentication requirements for use of UP Standard. Sovos has no obligation to verify the identity of any person who gains access to UP Standard by means of an access ID. Sovos may rely on the instructions and actions as being those authorized by you. You are solely responsible for monitoring your authorized users’ access to and use of UP Standard. Any material failure by any authorized user to comply with the Agreement shall be deemed to be a material breach by you, and Sovos shall not be liable for any damages incurred by you or any third party resulting from such breach. You must immediately take all necessary steps, including providing notice to Sovos, to affect the termination of an access ID for any authorized user if there is any compromise in the security of that access ID or if unauthorized use is suspected or has occurred. 

14.    Notices. You agree that Sovos can provide notices, communications, and disclosures that we deem appropriate regarding UP Standard to you by posting such notices, communications, and disclosures in the UP Standard solution or by emailing them to the primary email address on your account.  You may deliver all notices, requests, consents, and other communications in writing and addressed to Sovos via the web form in the Help Center. Except as otherwise provided in this Agreement, a notice is effective only (a) upon receipt by the receiving party and (b) if the party giving the notice has complied with the requirements of this Section.

15.    General. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes and overrides all prior agreements on the same subject matter and shall govern all disclosures and exchanges of Confidential Information made by the parties previously hereto. This Agreement is governed by the laws of the State of Georgia without giving effect to its conflict of law provisions. Any dispute shall be litigated in the state or federal courts located in the State of Georgia to whose exclusive jurisdiction the parties hereby consent. Sovos may assign the Agreement to an affiliate, a successor in connection with a merger, acquisition or consolidation, or to the purchaser in connection with the sale of all or substantially all of its assets. You may not assign the Agreement, nor any of the rights or obligations under the Agreement. Any party hereto will be excused from performance under this Agreement for any period of time that the party is prevented from performing its obligations hereunder as a result of an act of God, war, utility or communication failures, or other cause beyond the party’s reasonable control. Both parties will use reasonable efforts to mitigate the effect of a force majeure event.  Sovos may designate any agent or subcontractor to perform such tasks and functions to complete any Service covered under this Agreement. However, nothing in the preceding sentence shall relieve Sovos from responsibility for performance of its duties under the terms of this Agreement. The parties hereto expressly understand and agree that each party is an independent contractor in the performance of each and every part of the Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. No purchase order or other ordering or business processing document that purports to modify or supplement the text of this Agreement shall add to or vary the terms of this Agreement; any such ordering document shall be considered a purely administrative document on your behalf and shall not modify this Agreement. All such proposed variations or additions (whether submitted by either party) are objected to and deemed material unless agreed to in writing. Your employees, contractors, and clients are not intended to be third party beneficiaries of this Agreement. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of you and Sovos shall be construed and enforced accordingly. Neither party shall issue or release any announcement or other publicity or marketing materials relating to this Agreement, or otherwise use the other party's trademarks, service marks, trade names, or logos, in each case, without the prior written consent of the other party, provided, however, that Sovos may, without your consent, include your name in its lists of current customers or similarly identify you in promotional and marketing materials. The failure by a party at any time to enforce any right or remedy available to it under this Agreement with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. The parties agree that this Agreement may be signed electronically via check box, an “I accept” button, or other means clearly indicating acceptance of terms.