Terms of Service

1. Sausalito Labs Service (“Service”)

Sausalito Labs provides a solution to help clients comply with their regulatory record keeping requirements by capturing and sending client employee encrypted messages to their existing recordkeeping systems.

These Terms of Service set out the framework terms and conditions on which Sausalito Labs provides the Services to Client. Sausalito Labs makes no guarantees as to the availability of the Service or it’s features. Sausalito Labs reserves the right to change, modify, improve or cancel the Service or these Terms, any part thereof, at any time without notice.

2. Fees

Client shall pay to Sausalito Labs usage fees for messages delivered to the client record keeping system at rates agreed between Sausalito Labs and the client. Fees are due at the time Sausalito Labs makes a production instance of the Service available to the client.

If Sausalito Labs does not receive full payment of client fees within thirty (30) days of the date an account statement is made available to the client, an additional 1.5% per month late charge will be added and will accrue monthly. Client termination of the Service must be carried out in accordance with terms outlined in Section 11 or as otherwise agreed to by Sausalito Labs.

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3.  License and Restrictions

Sausalito Labs grants the client an individual, non-sublicensable, non-exclusive and non-transferable license to use the Service on any client or client employee-owned personal computer or mobile device. Client will not decompile, disassemble, reverse engineer or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service. The client acknowledges that Sausalito Labs retains ownership of the Service and all rights therein. The terms of the License will govern any upgrades provided by Sausalito Labs that replace or supplement the Service. Upon termination of these Terms for any reason, this License will terminate and the client hereby agree to cease using the Service.

4.  Service Availability

Sausalito Labs will make commercially reasonable efforts to provide Customer a high level of service availability, provided that Sausalito Labs reserves the right to perform Regular Maintenance, or immediately implement Emergency Maintenance to prevent or remediate a Service impacting situation or security concern. Sausalito Labs will endeavor to apply Emergency Maintenance during the time window set for Regular Maintenance, and to provide Customer with as much advance written notice as possible where the Maintenance will materially affect Customer’s use of the Services.

During the Term, technical support and management of incidents is provided for by Sausalito Labs and all technical support or service requests will be acknowledged by Sausalito Labs within 2 hours during business hours of 9AM – 5PM Monday – Friday United States Pacific Time.

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5. New Releases and Updates

Customer acknowledges that Sausalito Labs may provide new Releases and updates to the Service from time to time. Sausalito Labs will endeavor to provide Customer with reasonable advanced notice of any Release that will materially affect Customer’s use of the Services.

6.  Proof of Concept (POC) and Test Environments.

Customer testing or POC’s of the Service are for internal evaluation only during a Test Period agreed to by Sausalito Labs. Either party may terminate testing at any time for any reason.

Test Environment. If Sausalito Labs makes available to Customer an Environment to perform testing of certain Services in the form of a proof of concept (POC), or user acceptance testing (UAT) (collectively, “Test Environment”), the scope, cost, and Test Period of such Test Environment shall be set out in an Order Form. Sausalito Labs provides no warranty, indemnity, service level metric or support for testing.

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7.  Lawful Use

Use of Sausalito Labs may implicate various laws or regulations, including those related to securities, banking, financial transactions, privacy, data protection, and employment. Sausalito Labs may be used only for lawful purposes and in a lawful manner. Client agrees to use Sausalito Labs pursuant to, and assumes all responsibility for complying with, applicable laws, regulations and policies, and will obtain or has obtained any consents, permissions, or licenses that may be needed.

The client is not permitted to actively use the Service to capture messages for unauthorized users. Client agrees to notify Sausalito Labs immediately when an employee user’s employment is terminated or otherwise changed to an unauthorized user status, and disable that user’s use of the service within 24 hours of their termination. Client agrees to provide each employee user with clear and conspicuous notice of policies regarding the use of the Service. Client is responsible for ensuring that each employee user has agreed to use of the Service and has no reasonable expectation of privacy from the Client for communications captured by the Service.

Any unauthorized commercial use of the Service, or the resale of the Service, is expressly prohibited. You agree to abide by all applicable local, state, national and international laws and regulations and shall be solely responsible for all acts or omissions that occur under any and all of your accounts or passwords, including the content of any of your transmissions via the Service. Sausalito Labs may disconnect a user immediately, without warning, if, in its sole discretion, there is reasonable suspicion of any violation of these Terms.

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8. Ownership Rights and Content of Communications

The Service, including the Site and any other part thereof and any content or information contained therein and all copies thereof are the sole property of Sausalito Labs. Sausalito Labs owns all title, copyright, and other intellectual property rights to the Service and to the Site, and to all copies, derivative works thereof and the underlying software (“Sausalito Labs IP“). Client use of the Service does not grant the client any ownership rights in the Sausalito Labs IP.

The content of the communication via the Service is beyond the control of Sausalito Labs and is the sole responsibility of the person from whom such content originated. Client acknowledges that by using the Service it and its users may be exposed to content that is offensive or objectionable, and that Client uses the Service at its own risk. As between Sausalito Labs and Client, Client will have sole and exclusive ownership of all right, title, and interest in and to Client data. Nothing in these Terms of Service grants Sausalito Labs any right, title, or interest in or to any Client data other than as necessary to perform the Service. Client’s Data is managed and controlled via the actions of Client and its Users.

Client agrees not to Use any Content that is subject to any third-party IP Rights, unless Client has a license or specific permission to Use such third-party content, which it grants Sausalito Labs.

9. Users Privacy

Client user privacy is governed by the Sausalito Labs Privacy Policy, which can be found here:

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10. External Terms of Service

In addition to these Sausalito Labs Terms of Service, when using other networks or mobile instant messaging services, Client is subject to their privacy policies and terms of service as set forth in their respective notifications, as follows:

-        WhatsApp Capture – under WhatsApp and WhatsApp Business

-        iMessage Capture – for iOS and MacOS

11. Modification of Terms; Termination, Cancellation, and Suspension

The term of the Service provided to Client will be 12 months, unless otherwise mutually agreed by Client and Sausalito Labs. Sausalito Labs shall have the right to modify the Terms and to change or discontinue any aspect or feature of the Service as it deems reasonably necessary, which shall be effective immediately upon posting of such addition, change, or deletion. If Client does not agree with any such changes, it may cancel the Service in accordance with the procedures for cancellation set forth in these Terms.  

These Terms and the License granted hereunder may be terminated, canceled and/or suspended by Sausalito Labs at any time if, in Sausalito Labs’ determination, Client breaches any of these Terms, which shall be effective upon notification by Sausalito Labs.

Upon termination, Client is responsible for any outstanding fees accrued for using the Service. Client agrees to immediately cease using the Service and remove all references to Sausalito Labs service accessed by any device under Client’s custody or control.

Client may terminate the Agreement: (i) at the expiry of the Term in accordance with 60 days written notice to Sausalito Labs; or (ii) for cause upon Sausalito Lab’s Material Breach in performing its obligations under the Agreement, if the reason for that breach is not remedied to Client’s reasonable satisfaction within 30 days following Sausalito Lab’s receipt of written Notice. In the absence of timely termination by the Client with 60 days written notice, the term will automatically renew for a period of 12 months.

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12. No Warranties or Liabilities

CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICE AND THE INTERNET GENERALLY IS AT ITS OWN RISK AND THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED. SAUSALITO LABS WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAKE ACCESS TO THE SERVICE AVAILABLE TO THROUGH THE REQUIRED ACCESS PROTOCOLS, BUT MAKES NO WARRANTY OR GUARANTEE THAT CLIENT WILL BE ABLE TO ACCESS THE SERVICE OR ANY PART THEREOF AT ANY PARTICULAR TIME OR ANY PARTICULAR LOCATION.

WITHOUT LIMITING THE GENERALITY OF THE TERMS SET FORTH IN THIS SECTION, SAUSALITO LABS AND ITS AFFILIATES, AGENTS, CONTENT PROVIDERS, SERVICE PROVIDERS, AND LICENSORS:
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(a) HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES AS TO THE ACCURACY, COMPLETENESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OF THE SERVICE GENERALLY, AND ANY CONTENT OR SERVICES CONTAINED THEREIN, AS WELL AS ALL EXPRESS AND IMPLIED WARRANTIES THAT THE OPERATION OF THE SERVICE GENERALLY AND ANY CONTENT OR SERVICES CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE;

(b) SHALL IN NO EVENT BE LIABLE TO CLIENT OR ANYONE ELSE FOR ANY INACCURACY, ERROR OR OMISSION IN, OR LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR IN PART BY FAILURES, DELAYS OR INTERRUPTIONS IN THE SERVICE, OR INSTALLATION AND COMPUTER DEVICE, MOBILE PHONE OR TABLET DISRUPTIONS RELATED TO THE SERVICE, AND ANY CONTENT OR SERVICES CONTAINED THEREIN; CLIENT HEREBY AGREES TO INDEMNIFY SAUSALITO LABS PURSUANT TO THIS SECTION ‎FOR ANY AND ALL THIRD PARTY CLAIMS ARISING FROM SUCH FAILURES, DELAYS OR INTERRUPTIONS IN CONNECTION WITH CLIENT’S USE OF THE SERVICE);

(c) SHALL IN NO EVENT BE LIABLE TO CLIENT OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES ARISING OUT OF, RESULTING FROM, OR RELATING IN ANY MANNER TO THE USE OR INABILITY TO USE THE SERVICE. WITHOUT IN ANY WAY LIMITING THE FOREGOING, SAUSALITO LABS SHALL IN NO EVENT HAVE (IN THE AGGREGATE) ANY LIABILITY WHATSOEVER IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF AN AMOUNT EQUAL TO THE VALUE OF THE CLIENT AGREEMENT OVER THE PREVIOUS 12 MONTHS.

(d) DELIVERY METHODS OF MESSAGES TO VARIOUS COMMUNICATION DEVICES IS SUBJECT TO A COMBINATION OF NETWORK CHAT PROVIDERS AND SERVICE PROVIDERS TERMS AND CONDITIONS AND NETWORK STATUS OVER WHICH SAUSALITO LABS HAS NO CONTROL. SAUSALITO LABS SHALL IN NO EVENT BE LIABLE FOR MESSAGES THAT WERE SENT VIA THE NETWORK CHAT PROVIDER SERVICE BUT NOT DELIVERED, NOT RECEIVED OR NOT ACCURATELY DISPLAYED, HEARD OR REPRESENTED ON ANY SUCH COMMUNICATION DEVICE.

(e) SAUSALITO LABS ALSO SPECIFICALLY DISCLAIMS ANY LIABILITY OF ANY KIND FOR COSTS OR DAMAGES ARISING OUT OF PRIVATE OR GOVERNMENTAL LEGAL ACTIONS RELATED TO CLIENT USE OF ANY OF THE SAUSALITO LABS SERVICES IN ANY COUNTRY.

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12. Assignment

Sausalito Labs shall have the right to assign its rights under these Terms of Service to any Affiliate of Sausalito Labs or to any successor in any merger, acquisition, reorganization or divestiture transaction involving Sausalito Labs or in a sale of the portion of the Sausalito Labs business covered under these Terms of Service.

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These Terms are not assignable, transferable or sub-licensable by Client except with Sausalito Lab’s prior written consent.  A change in control or majority ownership shall be deemed an assignment under this Section.

13. Third Party Beneficiaries

Notwithstanding anything to the contrary contained herein, the provisions for “No Warranties and Liabilities” set forth in Section ‎13 herein are for the benefit of Sausalito Labs and its affiliates, agents, content providers and service providers and each shall have the right to assert and enforce such provisions directly on its own behalf.

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14. Indemnification

Client agrees to indemnify, hold harmless, and defend Sausalito Labs, and its affiliates, agents, content providers and service providers, against any and all claims, liabilities, damages, costs and expenses (including, but not limited to, consequential damages, incidental damages, special damages, attorneys’ fees and disbursements) arising from or relating to (i) the use of the Service in any manner which violates these Terms or otherwise violates any law, rule, or regulation and (ii) any claims made by third parties arising from Client’s use of the Service, including without limitation any and regulation all third party claims arising from or related to any failure, delay or interruption to the Service.  

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15. Notice

All Notices (other than Client Instructions) required or provided under these Terms of Service shall be in writing and shall be deemed to have been delivered (with proof of successful delivery) via: (a) email; (b) mail (registered or certified, postage prepaid with receipt requested); or (c) courier.

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Notice to Sausalito Labs can be provided at the following: Info@sausalitolabs.com

16. General Provisions

The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Term will otherwise remain in full force and effect and enforceable.

These Terms will be governed by and construed in accordance with the laws of the State of California and the United States of America without regard to the conflict of law provisions thereof.