BUTTONS.DESIGN SaaS Terms and Conditions
Last Revised: May 5, 2025
1. Subscription Grant and Right to Use
1.1 Subscription Grant
Subject to these SaaS Terms and the applicable Quote, PELL INC grants Customer a
non-exclusive, non-transferable right to access and use BUTTONS.DESIGN solely for Customer’s
internal business purposes, in accordance with the Documentation.
1.2 Use
Customer may access and use BUTTONS.DESIGN only for its own internal business purposes.
Customer may not sublicense, rent, lease, transfer, assign, distribute, or otherwise commercially
exploit or make the Software available to third parties, except as expressly permitted under these
SaaS Terms.
1.3 Subscription Type
Unless otherwise specified in the Quote, the subscription provided under these SaaS Terms is a
Site Subscription, meaning the Application may be accessed and used by an unlimited number of
individual users solely for the internal business purposes of Customer.
1.4 General Restrictions
Customer shall not (a) copy, modify, reverse engineer, decompile, or disassemble the Software; (b)
use the Software to provide services to third parties; (c) permit unauthorized access to the Software;
(d) circumvent or disable security features; or (e) use the Software in violation of any applicable laws
or third-party rights.
1.5 Authorized Users
“Authorized Users” means Customer’s employees or contractors performing work on Customer’s
behalf. Customer is responsible for all acts and omissions of Authorized Users.
2. Payment
2.1 Fees
Customer shall pay PELL INC the fees indicated on the Quote. Unless otherwise specified, fees are
due within thirty (30) days of invoice. Any disputes regarding invoiced amounts must be submitted in
writing within thirty (30) days of the invoice date. Disputes raised after this period will not be
accepted. Late payments may incur a 1.5% per month interest charge or the maximum rate allowed
by law, whichever is less.
2.2 Taxes
All fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, or similar taxes
(excluding taxes based on PELL INC’s income).
3. Hosting
3.1 Service Availability
PELL INC will use commercially reasonable efforts to maintain access to BUTTONS.DESIGN. No
specific uptime guarantees or service level agreements are provided under these SaaS Terms.
4. Ownership
4.1 Reservation of Rights
PELL INC retains all rights, title, and interest in and to BUTTONS.DESIGN, including all intellectual
property rights.
4.2 Marks and Publicity
PELL INC may use Customer’s name and/or logo in product literature, press releases, social media,
case studies, and other marketing materials. Additionally, PELL INC may include Customer’s name
and/or logo in its customer list for promotional purposes. PELL INC will comply with Customer’s
brand guidelines if provided.
5. Confidentiality
Confidentiality provisions apply equally to both parties, including obligations to protect proprietary
information, with standard exceptions for public domain, independently developed, or legally
compelled disclosures.
6. Warranty
6.1 Disclaimer of Warranties
THE BUTTONS.DESIGN PLATFORM, SOFTWARE, SERVICES, CONFIDENTIAL INFORMATION,
AND ALL OTHER MATERIALS PROVIDED BY PELL INC ARE PROVIDED “AS IS” AND “AS
AVAILABLE.” PELL INC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SYSTEM
INTEGRATION, AND ACCURACY.
PELL INC DOES NOT GUARANTEE THAT THE SOFTWARE WILL BE UNINTERRUPTED,
ERROR-FREE, OR FREE FROM SECURITY DEFECTS. CUSTOMER ASSUMES FULL
RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE SOFTWARE.
6.2 Authorized Representative
Each party warrants that it has the right and authority to enter into these SaaS Terms.
7. Indemnification
7.1 PELL INC Indemnity
PELL INC will defend Customer against third-party claims that BUTTONS.DESIGN, as provided,
infringes U.S. intellectual property rights, subject to limitations and remedies set forth herein.
7.2 Customer Indemnity
Customer agrees to defend, indemnify, and hold harmless PELL INC from claims arising out of
Customer’s misuse of the Software, breach of these SaaS Terms, or violation of applicable laws.
8. Limitation of Liability
8.1 Liability Cap
Except for indemnification obligations, PELL INC’s total liability will not exceed the fees paid by
Customer in the twelve (12) months prior to the claim.
8.2 Disclaimer of Damages
PELL INC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS
INTERRUPTION.
9. Term and Termination
9.1 Subscription Term
Unless otherwise specified in the Quote:
– For monthly plans, the subscription automatically renews monthly at then-current rates unless
Customer provides written notice of cancellation at least fifteen (15) days prior to renewal.
– For contracted subscriptions, the subscription automatically renews for the same term unless
Customer provides written notice at least sixty (60) days prior to expiration.
9.2 Termination
Either party may terminate for material breach upon written notice and failure to cure within the
specified period. PELL INC may suspend access for nonpayment after fifteen (15) days overdue.
10. Customer Obligations
Customer is responsible for maintaining the confidentiality of login credentials, ensuring Authorized
Users comply with these SaaS Terms, using antivirus protections, and complying with applicable
laws, including privacy regulations.
11. Miscellaneous
11.1 Governing Law; Venue
These SaaS Terms are governed by the laws of the State of Michigan. Any disputes will be resolved
exclusively in the state or federal courts located in Wayne County, Michigan.
11.2 Entire Agreement
These SaaS Terms constitute the entire agreement between the parties.
11.3 Marketing Use
PELL INC may reference Customer in marketing materials per Section 4.2.
11.4 Assignment
Customer may not assign these SaaS Terms without prior written consent.
11.5 Force Majeure
PELL INC will not be liable for failure to perform due to causes beyond its reasonable control.
11.6 No Waiver
Failure to enforce any provision will not constitute a waiver.
11.7 Severability
If any provision is unenforceable, it will be modified to the minimum extent necessary; the remainder
will remain in effect.
11.8 Independent Contractor
PELL INC is an independent contractor, not an agent or partner.
12. Data Protection & GDPR Compliance
12.1 Data Processing
Where PELL INC processes personal data on behalf of Customer as part of providing the
BUTTONS.DESIGN platform, the parties agree that PELL INC acts as a “Processor” and Customer
acts as the “Controller” under the General Data Protection Regulation (EU) 2016/679 (“GDPR”).
PELL INC shall:
(a) process personal data only on Customer’s documented instructions unless required by law;
(b) implement appropriate technical and organizational measures to ensure a level of security
appropriate to the risk;
(c) ensure that persons authorized to process personal data are bound by confidentiality obligations;
(d) assist Customer, at Customer’s expense, in responding to data subject requests or supervisory
authority inquiries;
(e) notify Customer without undue delay after becoming aware of a personal data breach;
(f) make available information reasonably necessary to demonstrate compliance with Article 28 of
GDPR and allow audits by Customer or an authorized auditor, at Customer’s expense and upon
reasonable notice.
PELL INC may engage subprocessors to process personal data on its behalf, subject to appropriate
written agreements imposing equivalent data protection obligations. Customer consents to the
engagement of subprocessors listed by PELL INC, as updated from time to time.