Effective January 24, 2024. These Terms replace and supersede all prior versions. 

This End User License Agreement (the “EULA”) governs Licensee’s use of computer software and associated source code, media, and printed materials, and may include "online" or electronic documentation (the “Software”). “Licensee,” “you” or “your” means the entity accepting these. “iPaaS.com,” “Company,” “we,” “our” or “us” means iPaaS.com, Inc., a Delaware corporation. 

Important: This EULA forms a binding contract between you and iPaaS.com when accepted by you. You accept the terms of this EULA by 

(1) signing an Order referencing this EULA; (2) clicking “I accept” or “I agree” (or similar button or checkbox) to this EULA when registering for Software or placing an Order online; or (3) using the Software.  This EULA is effective on the date of your acceptance. If you are accepting this EULA on behalf of an entity, you warrant and represent that you have authority to bind that entity. If you sign up for Software online using an email address from your employer or another entity, then you will be deemed to represent your employer or that entity and your acceptance will bind your employer or that entity to this EULA. If you do not agree to the terms of this EULA, or are not authorized to accept this EULA, you must not use the Software.  

1. Background.   

1.1 iPaaS.com is the developer and owner of proprietary deployment, training, and support methodologies, materials, techniques, and services that assist Licensees with the execution of retail business functions including iPaaS.com.   

1.2 iPaaS.com is an integration platform that enables technologies to transfer information between application program interfaces (“APIs”).  The platform consists of application program interfaces, automated services, user interfaces published under the domain and any and all materials published under ipaas.com sub-domains, a managed integration service providers program (“MiSP Program”), an integrator SDK, a 3rd party integration development program (“Integrator Program”) together known as (“iPaaS.com”).  

iPaaS.com enables licensees the ability to:  

  1. Manage configurable rules instructing it how to transfer data between independent software.  
  2. Automate data transfers between independent software according to the rules it has been configured with.   
  3. Provides error reporting and tools for identification and diagnostics against transfer issues. 

1.3 Licensee desires to use iPaaS.com to integrate independent software the Licensee owns/licenses.  

1.4 The desired outcome is to integrate each of these independent software programs into iPaaS.com so each can share data to/from iPaaS.com.  

2. Definitions.  In this Agreement and any attached Addendums, those terms defined in the body of this Agreement, the capitalized terms, in both singular and plural forms, shall have the meanings specified in this Section 2. 

“Confidential Information” All business or technical information of the disclosing party that is not generally known to the public, whether such information is disclosed orally or in writing. Confidential Information may include future business plans, licensing strategies, advertising campaigns, information regarding executives and employees, and any software, documentation, flowchart, logic diagram, design proposal, screenshot concept, algorithm, device, compilation of information, method, technique, or process. Confidential Information does not include any information that satisfies at least one of the elements of section 7.4. 

“Effective Date” means the date licensing agreement is executed. 

“MiSP” means a third party, known and registered with iPaaS.com to have trained on the features of iPaaS.com, who may provide value-added services to the Subscriber under a separate agreement.   

“Services” means the services to be provided by iPaaS.com (or independent MISP (Managed Integration Service Provider)) to Licensee. This is set in a separate Services Agreement and subsequent Statements of Work.  Licensee may need additional Services, performed by a MISP, at Licensee’s discretion. All services by a MISP are contracted between that party and Licensee; and not iPaaS.com.  

“Software” means the iPaaS.com application software licensed to Licensee by iPaaS.com in accordance with this Agreement. For the avoidance of doubt, the term Software does not include any deliverables provided to the Licensee by iPaaS.com under any other agreement executed by the parties.  

“Trade Secrets” has the meaning provided under the laws of the State of Delaware. 

“PCI” refers to the Payment Card Industry, the industry protocols, and security rules. 

“PA-DSS” refers to PCI’s Payment Application Data Security Standard program, a security standard for payment applications that involve credit card information. 

“PCI-DSS Compliance” refers to the utilization of processes, procedures, applications, technology and measures to achieve the minimum-security standards required to be considered PCI-DSS Compliant, or PCI-Compliant. 

3. Responsibilities of Licensee.   

3.1 Licensee is responsible for their system, network, and vendors. This includes the implementation, services, and support around iPaaS.com. Licensee understands that iPaaS.com is not responsible for resolving errors in any third-party software identified by iPaaS.com and that it is the responsibility of the Licensee to organize meetings with vendors to identify root causes, to diagnose and to perform any tasks required for resolution, including configuration changes made within iPaaS.com. 

3.2 Licensee can choose to work with a MISP for any service/support work.  

3.3 Licensee is responsible for using the iPaaS.com platform limited to the scope of use set forth on the applicable Order and the applicable documentation to sync new, changed, or updated data, or to reconcile the deletion of data. Setting up dataflows to re-write the same data repeatedly is prohibited. Should iPaaS.com identify that Licensee is using iPaaS.com in a way that is not consistent with the previous statement, iPaaS.com will notify the Licensee, providing 30 days to remedy the breach of contract. Should the Licensee not remedy the breach of contract within the allotted 30 days, they may opt to upgrade to an iPaaS.com plan that aligns with their unique usage needs, if available, or iPaaS.com will terminate this license under the terms of Section 13 of this agreement.   

3.4 Licensee is responsible for adhering to any and all applicable data privacy laws and regulations, such as, but not limited to: GDPR, CPRA, CDPA, CPA, UCPA, CTDPA, LGPD, PIPEDA, and PIPL. This includes responding to Right To Access, Right To Be Informed, Right To Be Forgotten, Right To Rectification, Right To Restrict Processing, Right To Object, and any other requests of consumers and any other applicable data subjects. 

3.5 iPaaS.com does not permit the storage of unencrypted sensitive information such as, but not limited to: credit card numbers, CVV, SSN, bank account information, and HIPAA-protected health information.  

4. Fees.  

4.1 Licensee shall pay the monthly fee for iPaaS.com to iPaaS.com on the schedule set forth in their plan each month on the credit card maintained on file.  

4.2 If Licensee believes an invoice or charge is incorrect, Licensee must notify iPaaS.com in writing within 45 days of the invoice receipt to be eligible to receive an adjustment or credit. iPaaS.com will research the request and respond within 10 business days. 

4.3 Licensee must maintain a credit card on file for the subscription.   

4.4 iPaaS.com will suspend the subscription if the license fee, if not disputed in faith pursuant to Section 4.2 hereof, is not received in accordance with the timeframe set forth in Section 4.1 hereof (provided, however, that iPaaS.com shall immediately reinstate such subscription upon payment of applicable fees by Licensee (that are not disputed in accordance with Section 4.2)).  

4.5 iPaaS.com will prorate the initial monthly fee based on the starting date (in relation to the days left in that month. I.e. – if a Licensee’s billing period should start on April 15 then April’s fee would be 15/30 or (.5*Monthly Licensing Fee). 

5 Taxes.   

5.1 Licensee is responsible for and must pay, any and all applicable federal, state, or local taxes (other than taxes based on iPaaS.com's income), including any sales taxes imposed in connection with the purchase of the license to use the Software and the Services.   

6. Proprietary Rights and Ownership. 

6.1 Licensee is not acquiring any right or interest in the Software except for the license to use the Software granted in this Agreement.  

6.2 iPaaS.com and its licensors reserve all rights not expressly granted to Licensee.   

6.3 iPaaS.com and its licensors retain title and full ownership of the Software to Licensee by iPaaS.com or its licensors and all intellectual property rights therein, under all applicable laws of the United States and any other applicable state, federal, or foreign law. 

6.4 Except as expressly permitted by this Agreement, Licensee may not:  

(a) except as otherwise agreed by the parties, sublicense, sell, transfer, or otherwise assign its rights in the Software to any third party nor, allow any third party to access or use the Software, other than service providers that are assisting with the Licensee’s use of the Software; 

(b) modify, create derivative works of, translate, reverse engineer, decompile, or disassemble the Software; or  

(c) copy the Software, in whole or in part, without the prior written consent of iPaaS.com.   

6.5 The original and all copies of the Software remain the sole property of iPaaS.com and its licensors, subject to all of the confidentiality and other restrictions set forth in this Agreement.   

6.6 Licensee must retain all iPaaS.com copyright, trademark, patent, or confidentiality markings on all copies of the Software or any print of a screen display from the Software. 

6.7 iPaaS.com reserves the right to advertise the Licensee’s use of the Software for marketing purposes. 

7 Confidentiality.  

7.1 Each recipient of Confidential Information (the “Recipient”) agrees that it will not disclose, provide, or otherwise make available any Confidential Information of the other party (the “Disclosing Party”) during the term of this Agreement and for a period of five years thereafter, and in the case of Confidential Information that constitutes a trade secret under applicable law, for as long as such Confidential Information remains a trade secret.     

7.2 Each Recipient agrees that it will obtain a written confidentiality agreement from each third party (consultant or any other person) not governed by this Agreement who is provided access to the Confidential Information of the Disclosing Party.   

7.3 In addition, each Recipient agrees that it will not:  

(a) Use the Disclosing Party’s Confidential Information for any purpose beyond the scope of this Agreement;  

(b) Copy any part of the Confidential Information or disclose any part of the Confidential Information to any person other than to Recipient’s employees, contractors, or consultants who need the information to perform their duties;  

(c) Authorize or permit any such employee, contractor, or consultant to use or disclose any part of the Confidential Information in violation of this Agreement; or  

(d) Reverse engineer, decompile, or disassemble any of the Confidential Information nor use any of the Confidential Information for the purpose of reverse engineering, decompiling, or disassembling the Software.  

(e) Produce any product nor offer any service of any nature whatsoever based in whole or in part on the Disclosing Party’s Confidential Information nor cause or assist any other person in doing so. 

7.4 Exclusions from Confidential Information.  Information that satisfies at least one of the elements below is not Confidential Information, and the Recipient's obligations under this Agreement will not apply to any information that:  

(a) At the time of disclosure to Recipient, was in the public domain or subsequently becomes a part of the public domain through no breach of this Agreement;  

(b) Recipient had in its possession at the time of disclosure by the Disclosing Party, as established by written documentation in existence at that time, and that was not acquired directly or indirectly from the Disclosing Party or with knowledge of confidentiality restrictions;  

(c) Recipient subsequently acquires by lawful means from a third party who is under no obligation of confidentiality or non-use owed to Disclosing Party; or  

(d) Recipient subsequently independently develops without any use of or reference to the Confidential Information. 

7.5 Injunctive Relief.  Recipient acknowledges that Disclosing Party will be entitled to enforce its rights under this Section 7 by seeking appropriate equitable relief including an injunction.   

7.6 No delay or failure by Disclosing Party in exercising any right under this Agreement will be construed to be a waiver of that right or of the right to assert a claim with respect to any future breach of this Agreement. 

7.7 Disclosure Pursuant to Legal Process.  If Recipient is legally compelled to disclose any portion of the Confidential Information in connection with a lawsuit or similar proceeding or to any governmental agency, Recipient will give Disclosing Party prompt notice of that fact, including in its notice the legal basis for the required disclosure and the nature of the Confidential Information that must be disclosed. 

7.8 Recipient will reasonably cooperate with Disclosing Party in obtaining appropriate protection relating to the disclosure and subsequent use of the Confidential Information.   

7.9 Recipient will disclose only that portion of the Confidential Information that is legally required to be disclosed.  

7.10 Return of Confidential Information.  Upon request by the Disclosing Party, the Recipient will return any portion of the Confidential Information that the Recipient no longer has the right to use, including all copies of that Confidential Information, and all abstracts, summaries, or documents produced using that Confidential Information, or, if so directed by the Disclosing Party in writing, the Recipient will destroy all copies of that Confidential Information (including abstracts, summaries or documents produced using that Confidential Information) and will certify to the Disclosing Party in writing that all copies, abstracts, summaries, and documents have been destroyed.  Notwithstanding the foregoing, the Receiving Party may retain any copies of the Disclosing Party’s Confidential Information (A) to comply with applicable law; or (B) that are maintained as archived copies on the Receiving Party’s disaster recovery or information technology backup systems, provided, however, that such copies will be destroyed on the expiration of the receiving party’s backup files. 

8. Limited Warranties.   



8.3 Subject to the limitations and conditions set forth herein, iPaaS.com warrants that the duration of the license, the Software will: 

(a) materially conform to the Documentation, 

(b) materially perform the documented features and functionality, and 

(c) remain free from known viruses, malware, and other harmful code.   

8.4 iPaaS.com agrees that in the event that a virus, malware, or other harmful code is introduced into the Software, then Licensee may take all reasonable action at its own expense to eliminate the virus, malware, or other harmful code and reduce the effects of the virus on Licensee’s operations. iPaaS.com further agrees to cooperate with Licensee to mitigate and restore any loss of data or operational efficiency. 

8.5 Except for the foregoing, the Software is provided AS IS.  

8.6 Under no circumstances does iPaaS.com warrant that the Software is error-free or that Licensee will be able to operate the Software without problems or interruptions. 

(a) In the case of reported errors or service interruptions, iPaaS.com will undertake commercially reasonable efforts to address a material issue. If iPaaS.com is not able to address such issues to the satisfaction of the Licensee in a reasonable timeframe, the Licensee may elect to terminate the License early and receive a pro-rata refund. 

9. Limitation of Liability.   

9.1 Each party acknowledges and agrees that except for claims under Section 10 (Indemnification) (collectively, the “Exclusion”), in no event shall either party, any affiliate or subsidiary, or any of its officers, directors, employees, or representatives, be liable to the other party for any special, indirect, incidental or consequential damages, loss of profits, or loss of goodwill resulting from the use of iPaaS.com provided hereunder, even if the other party has been notified of the likelihood of such damages occurring.   

9.2 Each party agrees that except with respect to the Exclusion set forth in Section 9.1, it shall be: 

limited to the recovery of actual direct damages not in excess of the total of the last twelve (12) months of fees paid or payable  to iPaaS.com under this Agreement,  

9.3 The parties agree that this limitation of liability shall survive and continue in full force and effect despite any failure of an exclusive remedy. 

10. Indemnification.   

10.1 iPaaS.com shall defend at its sole cost and expense or, at its option, settle, any third-party claim or proceeding brought against Licensee, any affiliate or subsidiary, or any of its officers, directors, employees or representatives, (each, an “Indemnified Licensee Party”) to the extent that it is based on an assertion that the Software infringes, misappropriates, or other violates any issued US patent or copyright, and shall indemnify and hold Licensee harmless from and against all costs, damages, and expenses, including reasonable attorney’s fees, asserted against an Indemnified Licensee Party which result from any such claim. Without limiting the generality of the foregoing, should the Software or any part thereof become, or in iPaaS.com’s opinion be likely to become, the subject of a claim of infringement, misappropriation, or other violation under applicable intellectual property laws, in addition to (but not in lieu of iPaaS.com’s indemnification obligations herein), iPaaS.com shall either procure for Licensee the right to continue using the Software, or replace or modify the Software, without changing its functional capabilities, so that the Software becomes non-infringing.  If iPaaS.com is unable to do either of the foregoing within thirty (30) days, upon Licensee’s request, iPaaS.com shall refund a pro-rata portion of the fees paid to iPaaS.com by the Licensee prorated to reflect the use of the Licensee’s use of the Software prior to commencement of the claim or proceeding described herein and the remaining term for which fees have been paid in advance. 

11. PCI Compliance.  



12. Data Security and Cybercrime Prevention.  

12.1 It is each party’s responsibility to have and maintain in place malware protection software and security for all of its systems and data, which security includes properly configured hardware firewalls, unique, strong passwords per user, physical security, and access control policies.   

12. Each party acknowledges that the security and protection of its network and the data and applications on that network, including protections against unauthorized access, is solely and entirely the party’s responsibility.   

13. Term.   

13.1 Either party may terminate this Agreement: 

(a) upon the occurrence of a material breach hereof by the other party,  

(b) which material breach has not been cured within thirty (30) days after the date of written notice to the breaching party by the non-breaching party.   

13.5 Licensee may terminate the Service and associated monthly fees by informing iPaaS.com, in writing, with 30 days’ notice.  

14. Assignment.   

14.1 Neither this Agreement nor any rights and duties hereunder may be assigned or transferred, by operation of law or otherwise, or delegated by a party without the prior written consent of the other party. A party may assign this Agreement (without the other party’s written consent) to a subsidiary or affiliate or a successor in interest in case of a merger or acquisition of the party or in case of a transfer of all or substantially all of its assets. This Agreement shall be binding and shall inure to the benefit of any such successors and assigns of the respective parties. 

15. Severability.  

The invalidity of any portion, provision, or paragraph of this Agreement shall not affect or render invalid any other portion, provision, or paragraph of this Agreement. 

16. Notices.  

All notices, requests, demands, or other communications hereunder shall be in writing and shall be deemed to have been given if delivered: 

a) via email to Signee (with read receipt), 

b)  or mailed, registered, or certified mail, postage prepaid, to each party at such party’s address as set forth on the applicable Order first page of the License Agreement, which may be changed upon written notice to the other party. 

17. Force Majeure.  

Neither party shall be liable for any delay in performing its obligations under this Agreement if such delay is caused by circumstances beyond that party’s reasonable control that cannot be mitigated, including without limitation any delay caused by acts of God, or fire, floods, or labor disputes. 

18. Governing Law.   

18.1 This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflicts of laws provisions thereof.   

18.2 Any action arising under or in connection with this Agreement may be brought in any appropriate state or federal court sitting in the state of Delaware (collectively, the “Permitted Courts”) 

18.3 Where the parties:  

(a) consent to the jurisdiction of the Permitted Courts in such actions and  

(b) agree not to plead or claim that any litigation brought in the Permitted Courts has been brought in an inconvenient forum.      

18.4 The parties expressly exclude all applications of the United Nations Convention on the International Sale of Goods to this Agreement.   

18.5 Licensee represents and warrants that Licensee is not: 

(a) located in an embargoed country as designated by the Office of Foreign Asset Control of the Treasury Department (an “Embargoed Country”), or 

(b) listed on the prohibited persons list maintained by the Bureau of Industry and Security of the Department of Commerce (the “Prohibited Persons List”).  

18.6 Licensee shall not export or re-export, or allow the export or re-export of the Software or any copy, portion, or direct product of the foregoing, in violation of any export laws, restrictions, national security controls or regulations of the United States or other applicable foreign agency or authority. 

19. Entire Agreement.   

19.1 This Agreement constitutes the complete understanding between the parties with respect to the subject matter of this Agreement and any Addendums hereto and all orders placed pursuant to this Agreement and supersedes all previous written or oral agreements, proposals, RFP responses, Purchase Orders, and representations.  

19.3 Licensee acknowledges and agrees that Licensee has not relied on the potential availability of any future product, functionality, or feature, or any statement or representation by iPaaS.com or its employees concerning the potential availability of any future product, functionality, or feature, in entering into this Agreement.  

19.4 Licensee acknowledges that iPaaS.com objects to all pre-printed terms and conditions on, or attached to, Licensee’s purchase orders and that such pre-printed terms and conditions shall be of no force or effect.  

19.5 This Agreement may be modified only in writing which expressly references this Agreement and is signed by all Signees to this Agreement.  

20. Fees & Term 

20.1 The license term for the subscription shall be set forth in the plan selection, but if not otherwise specified should be assumed to be 12 months. 

21. Restrictions 

21.1 Licensee’s License to use the Software shall be limited to, and Licensee shall not use Software in excess of, the metric(s) or features or feature sets as are set forth in this Agreement and any Addendums. 

21.2 Licensee has no right to use the Software to perform any services for any third-party, without the express written consent of iPaaS.com. 

22. New Functionality  

22.1 Licensee has the right to use new functionality, versions, updates, fixes, and integration endpoints, as iPaaS.com makes them available: 

(a) as long as Licensee is compliant with this Agreement, and  

(b) Licensee is current in the payment of monthly fees under this Agreement.  

23. Modification/Discontinuance 

23.1 iPaaS.com reserves the right, at its sole discretion and without consulting the Licensee, to modify or discontinue the Software, for any reason; provided that iPaaS.com shall not make any modification that materially degrades the functionality of the Software. 

23.2 If iPaaS.com determines to discontinue the Software during the term of the license granted hereunder, then iPaaS.com shall provide the Licensee written notice of the determination and shall continue to make the most current version of the Software available to the Licensee for twelve (12) months after such notice. 

24. License Agreement 

24.1 iPaaS.com grants a non-exclusive, non-transferable, continuous-use license of iPaaS.com.