Legal
Version 1.0 · Effective July 22, 2026
This Software as a Service (SaaS) Licensing Agreement (this "Agreement") is entered into by and between NeoGen Technologies, LLC, a Wisconsin limited liability company ("Provider"), and the individual or entity that accesses, subscribes to, or uses the Software or Services ("Customer"). This Agreement is effective as of the earlier of Customer clicking to accept, executing an order form, creating an account, accessing the Software, or otherwise using the Services (the "Effective Date").
By accessing or using the Software or Services, Customer agrees to be bound by this Agreement. If the individual accepting this Agreement is acting on behalf of an entity, that individual represents that he or she has authority to bind that entity. If Customer does not agree to this Agreement, Customer may not access or use the Software or Services.
"Authorized Users" means Customer employees, contractors, agents, or other persons authorized by Customer to access the Software on Customer’s behalf.
"Customer Data" means data, records, files, content, and information submitted to, stored in, or processed through the Software by or on behalf of Customer.
"Documentation" means user guides, technical materials, specifications, or other instructions provided by Provider relating to the Software.
"Order Form" means an ordering document, online subscription selection, invoice, statement of work, or other document identifying subscription terms, fees, users, modules, or related commercial terms.
"Services" means Provider’s hosted software platform, support, maintenance, back-office service functionality, updates, and related services.
"Software" means Provider’s proprietary SaaS software used to provide back-office services for retail businesses, including related modules, features, interfaces, and updates.
Provider provides access to a hosted software platform and related back-office services for retail businesses. The Software may include tools for operational support, records management, workflow management, reporting, administrative functions, integrations, or other retail back-office functionality made available by Provider from time to time.
Provider may modify, enhance, suspend, or discontinue particular features or functionality, provided that Provider will not materially reduce the core functionality of the Services during an active subscription term without reasonable notice or commercially reasonable substitute functionality.
Subject to Customer’s compliance with this Agreement and payment of applicable fees, Provider grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Software solely for Customer’s internal business purposes.
Customer may permit Authorized Users to access the Software, provided Customer remains responsible for all acts and omissions of its Authorized Users and for maintaining the confidentiality of account credentials.
Customer shall not, and shall not permit any third party to:
copy, modify, adapt, translate, or create derivative works of the Software or Documentation except as expressly authorized by Provider;
reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying structure, ideas, or algorithms of the Software;
sell, resell, rent, lease, sublicense, distribute, or provide service bureau, outsourcing, or timeshare access to the Software;
use the Software to transmit malicious code, infringing material, unlawful content, or content that violates the rights of others;
interfere with, disrupt, overload, or attempt to gain unauthorized access to the Software, systems, or networks used by Provider;
remove proprietary notices or use Provider’s name, marks, or branding except as authorized in writing;
use the Software to develop or assist in developing a competing product or service.
Customer is responsible for the accuracy, legality, quality, and integrity of Customer Data; for obtaining all rights and consents necessary for Provider to process Customer Data; and for ensuring that Customer and its Authorized Users use the Software in accordance with this Agreement and applicable law.
Customer shall use commercially reasonable safeguards to prevent unauthorized access to the Software and shall promptly notify Provider of any known or suspected unauthorized access, credential compromise, or security incident involving Customer’s account.
Provider may permit Customer to test pre-release, beta, pilot, trial, experimental, or evaluation versions of the Software or certain features ("Test Features"). Test Features may be incomplete, contain errors, be modified without notice, or be discontinued at any time. Provider makes no commitment to release any Test Features generally or to maintain them as part of the Services.
Customer may use Test Features solely for evaluation and testing purposes unless Provider authorizes production use in writing. Customer should not rely on Test Features for critical operations unless Provider expressly authorizes such reliance.
Customer may provide comments, reports, suggestions, ideas, improvements, defect information, usability observations, or other feedback regarding the Software, Services, or Test Features ("Feedback"). Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable license to use, reproduce, modify, incorporate, commercialize, and otherwise exploit Feedback without restriction, attribution, accounting, or compensation to Customer.
As between the parties, Customer retains all ownership rights in Customer Data. Customer grants Provider and its contractors a limited license to host, process, transmit, display, reproduce, and use Customer Data as necessary to provide, secure, support, maintain, and improve the Services; comply with law; and enforce this Agreement.
Provider may use aggregated or de-identified data derived from use of the Services for analytics, benchmarking, product improvement, security, and business purposes, provided such data does not identify Customer or any individual and does not disclose Customer’s confidential information.
Provider will use commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, loss, misuse, or alteration. Customer acknowledges that no internet-based service can be guaranteed to be completely secure or error-free.
Each party shall comply with applicable privacy and data protection laws to the extent applicable to its activities under this Agreement. Customer is responsible for determining whether the Services are appropriate for the types of data Customer chooses to submit.
Provider will use commercially reasonable efforts to make the Services available, excluding downtime caused by scheduled maintenance, emergency maintenance, Customer systems, third-party providers, force majeure events, misuse, or circumstances outside Provider’s reasonable control.
Provider may provide support by email, help desk, telephone, or other channels made available by Provider. Unless an Order Form states otherwise, support is provided during Provider’s normal business hours and does not include custom development, on-site services, or support for Customer equipment or third-party systems.
The Services may interoperate with or rely on third-party products, platforms, data sources, networks, payment processors, or services. Provider is not responsible for third-party services, their availability, security, performance, or changes. Customer’s use of third-party services may be subject to separate terms between Customer and the applicable third party.
Customer shall pay all fees set forth in the applicable Order Form or otherwise agreed by the parties. Unless otherwise stated, fees are due in U.S. dollars, are non-refundable, and are exclusive of taxes.
Customer is responsible for all sales, use, value-added, withholding, and similar taxes, duties, and governmental assessments other than taxes based on Provider’s net income. Provider may suspend access to the Services for overdue amounts after providing reasonable notice and an opportunity to cure.
"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential, including business information, technical information, pricing, security information, product plans, Customer Data, and Software information.
Each party shall use the other party’s Confidential Information only to perform or exercise rights under this Agreement and shall protect it using at least reasonable care. Confidential Information does not include information that is publicly available without breach, already known without restriction, independently developed without use of Confidential Information, or rightfully received from a third party without restriction.
A party may disclose Confidential Information if required by law, court order, or governmental authority, provided it gives reasonable notice when legally permitted and cooperates in efforts to limit disclosure.
Provider and its licensors retain all right, title, and interest in and to the Software, Services, Documentation, Provider technology, interfaces, workflows, designs, templates, know-how, updates, enhancements, and all related intellectual property rights. No rights are granted except as expressly stated in this Agreement.
Customer retains ownership of Customer Data. Customer does not acquire ownership of the Software or any Provider technology by accessing or using the Services.
Each party represents that it has the legal power and authority to enter into this Agreement. Customer represents that its use of the Services and Customer Data will comply with applicable law and will not infringe, misappropriate, or violate third-party rights.
Provider represents that it will provide the Services in a professional and workmanlike manner consistent with commercially reasonable SaaS industry practices.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE, SERVICES, DOCUMENTATION, TEST FEATURES, AND RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, AND ERROR-FREE OPERATION.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
Customer shall defend, indemnify, and hold harmless Provider and its officers, members, managers, employees, contractors, and agents from and against claims, damages, liabilities, losses, costs, and expenses arising out of or relating to Customer Data, Customer’s use of the Services in violation of this Agreement or law, or Customer’s infringement or violation of third-party rights.
Provider shall defend Customer against a third-party claim alleging that the Software, as provided by Provider and used in accordance with this Agreement, infringes a U.S. intellectual property right, and shall pay damages finally awarded or agreed in settlement, provided Customer promptly notifies Provider, gives Provider sole control of the defense and settlement, and reasonably cooperates. Provider has no obligation for claims arising from Customer Data, modifications not made by Provider, combinations with non-Provider products, unauthorized use, or continued use after Provider provides a non-infringing alternative.
This Agreement begins on the Effective Date and continues while Customer has an active subscription or otherwise uses the Services. Either party may terminate this Agreement if the other party materially breaches and fails to cure within thirty (30) days after written notice, or immediately if the breach is incapable of cure or involves unlawful use, security risk, or infringement.
Provider may suspend access to the Services if Customer fails to pay fees when due, poses a security risk, uses the Services unlawfully, or materially violates this Agreement. Provider will use commercially reasonable efforts to provide advance notice when practical.
Upon termination, Customer’s right to access the Services ceases. Provider may retain or delete Customer Data in accordance with its standard retention practices, legal obligations, backup procedures, and any applicable Order Form. Sections intended by their nature to survive will survive termination, including confidentiality, ownership, fees, disclaimers, limitations of liability, indemnification, and governing law.
Customer shall comply with applicable export control, sanctions, anti-corruption, and trade compliance laws. Customer shall not use the Services in embargoed countries or for prohibited end uses or by prohibited persons.
If Customer is a governmental entity, the Software and Documentation are commercial items and are provided with only those rights expressly granted in this Agreement. Any additional governmental terms are rejected unless expressly accepted in writing by Provider.
Provider may identify Customer as a customer in ordinary marketing materials unless Customer notifies Provider in writing that it does not consent to such use. Any use of Customer’s trademarks must comply with Customer’s reasonable brand guidelines provided to Provider.
Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email to the addresses designated by the parties. Notices to Provider shall be sent to NeoGen Technologies, LLC at the address or email designated in the applicable Order Form or other written notice from Provider.
Customer may not assign or transfer this Agreement without Provider’s prior written consent, except to a successor by merger, reorganization, or sale of substantially all assets, provided the assignee agrees to be bound by this Agreement. Provider may assign this Agreement to an affiliate or in connection with a merger, reorganization, financing, sale of assets, or change of control.
Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, labor disputes, war, terrorism, civil unrest, governmental action, internet or utility failures, third-party service failures, epidemics, pandemics, or other force majeure events. Payment obligations are not excused by force majeure.
This Agreement is governed by the laws of the State of Wisconsin, without regard to conflict of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wisconsin for disputes arising out of or relating to this Agreement, unless the parties agree otherwise in writing.
A breach of confidentiality, intellectual property, security, or use restrictions may cause irreparable harm for which monetary damages may be inadequate. The injured party may seek injunctive or equitable relief without posting bond, in addition to any other remedies available at law or equity.
This Agreement, together with any applicable Order Form, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, proposals, or representations regarding the subject matter. If there is a conflict between this Agreement and an Order Form, the Order Form controls only for the specific transaction to which it applies.
No waiver is effective unless in writing and signed by the waiving party. If any provision is held unenforceable, the remaining provisions will remain in effect and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship.
Customer’s electronic acceptance, account creation, access to the Software, or use of the Services constitutes Customer’s signature and acceptance of this Agreement. This Agreement may be maintained electronically and electronic records will have the same legal effect as originals.