Terms and Conditions of Use

NOTICE: THIS LICENSE AGREEMENT IS A CONTRACT. BY CLICKING ACCEPT OR OTHERWISE INDICATING THAT YOU AGREE WITH THESE TERMS AND CONDITIONS, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, WE CANNOT PROVIDE YOU ACCESS TO THE SOFTWARE AND YOU SHOULD NOT PROCEED WITH REGISTRATION OR ACCESSING THE SOFTWARE.

1. GENERAL

  • Sovos Compliance, LLC (“Sovos”) provides access to the developer-guide.sovos.com site (the “System Site”) and the accompanying APIs and software (the “Software”) to you only upon the condition that you accept all of the terms contained in this license agreement. Please read the terms carefully before continuing.
  • Clicking the “I understand and agree with Terms and conditions of use” checkbox or otherwise using the Software will indicate your assent to the license terms. If you do not agree, you will not be able to access the site and use the Software and you should not proceed with registration or accessing the Software.
  • The Software and the System Site may host or include associated media, printed materials, and online or electronic documentation, all of which are included within the Software and the System Site. The Software shall also include any upgrades, modified versions, updates, additions, and copies of the Software.
  • The Software is licensed, not sold. While Sovos continues to own the Software, you will have certain rights to use the Software after your acceptance of this license.

2. LICENSE GRANT

Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, Sovos hereby grants you a limited, revocable, non-transferable, non-exclusive, non-sublicensable license to use the Software via the System Site solely for Non-Production purposes. “Non-Production” means use of the Software solely for internal training and testing purposes.

3. USE RESTRICTIONS

At all times while using the Software and the System Site, you may not:

  • use the Software, in whole or in part, except as provided in this License agreement;
  • copy, modify, or create derivative works of the Software, in whole or in part;
  • rent, lease, sublicense, sell, transfer, publish, loan, or otherwise distribute in whole or in part, the Software;
  • combine or integrate the API with any software, technology, services, or materials not authorized by Sovos;
  • process data for your own internal business purposes or for third parties, including as a “service bureau” for third parties or to process data on the Internet as an electronic commerce server for third parties;
  • reverse engineer, decode, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software;
  • remove any proprietary notices from the Software or the System Site;
  • use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; or
  • submit any personal data to the Software, different from that required to register your user account. Personal data means any information relating to an identified or identifiable natural person.

4. YOUR APPLICATIONS

You agree to monitor the use of your applications used in accordance with the Software for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any such use or activity. As between you and us, you are responsible for all acts and omissions in connection with your applications and their use of the Software.

5. NO SUPPORT; UPDATES.

This Agreement does not entitle you to any support for the Software. You acknowledge that we may update or modify the Software or the System Site from time to time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of the API. Updates may adversely affect how your applications communicate with the Software. You are required to make any changes to the applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the Software following an Update constitutes binding acceptance of the Update.

6. COLLECTION OF INFORMATION

We may collect certain information through the Software or System Site about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the Software or the System Site, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements.

7. INTELLECTUAL PROPERTY OWNERSHIP

You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Software, the System Site, and all Sovos trademarks used therein (the “Sovos Materials”) and (b) you own all right, title, and interest, including all intellectual property rights, in and to your applications. You will use commercially reasonable efforts to safeguard the Sovos Materials (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the Sovos Materials and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.

8. TERM, TERMINATION AND SUSPENSION

The term of this Agreement commences when you access the Software or System Site and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the Software or System Site. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Sovos’ rights or remedies at law or in equity.

9. DISCLAIMER AND LIMITATION OF LIABILITY

  • THE SYSTEM SITE AND SOFTWARE ARE PROVIDED “AS IS” AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO NONINFRINGEMENT, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE, ARE HEREBY EXCLUDED AND DISCLAIMED. SOVOS MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR SYSTEM SITE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
  • NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN, IN NO EVENT SHALL SOVOS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, FORESEEABLE, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFIT OR DAMAGES STEMMING FROM INACCURATE DATA OR LOSS OF DATA, EVEN IF SOVOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. MODIFICATIONS

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement. You will be notified of modifications through notifications or posts on the Software or direct email communication from us. You will be responsible for reviewing and becoming familiar with any such modifications.

11. GOVERNING LAW

This agreement is governed by the laws of the Commonwealth of Massachusetts. Any dispute shall be litigated in the state or federal courts located in the Commonwealth of Massachusetts to whose exclusive jurisdiction the parties hereby consent. For purposes of establishing jurisdiction in the Commonwealth of Massachusetts under this Agreement, each party hereby waives, to the fullest extent permitted by applicable law, any claim that: (i) it is not personally subject to the jurisdiction of such court; (ii) it is immune from any legal process with respect to it or its property; and (iii) any such suit, action or proceeding is brought in an inconvenient forum.

12. MISCELLANEOUS

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at www.sovos.com and must be delivered either by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.