These Terms of Service (“Terms”) govern your use of the SimpleMDG software-as-a-service platform (the “Service”) provided by Laidon Group, LLC. (“Provider,” “Laidon Group,” “we,” or “us”). By accessing or using the Service, you agree to be bound by these Terms.

1.     Acceptance of Terms

1.1. You must read, understand, and agree to these Terms before accessing or using SimpleMDG. If you do not agree with any part of these Terms, you may not use SimpleMDG.

1.2. Laidon Group reserves the right to modify, update, or replace these Terms at any time without prior notice. Continued use of the Service after any such changes constitutes your acceptance of the revised Terms.

2.    Use of Service

2.1. SimpleMDG provides an SAP BTP base solution that allows users to create, manage, and collaborate with the purpose of master data governance and management. You may use the Service only for lawful purposes and in compliance with these Terms and applicable laws.

2.2. You are responsible for maintaining the confidentiality of your account credentials and any activities that occur under your account. You agree to notify Provider immediately of any unauthorized use of your account.

2.3. You may not use SimpleMDG to:

• Violate any applicable laws or regulations.
• Infringing upon the intellectual property rights of others.
• Transmit any harmful, unlawful, or objectionable content.
• Interfere with or disrupt the Service or its servers.
• Attempt to gain unauthorized access to any part of the Service or its systems.

3.    Data Governance

3.1. SimpleMDG is designed to assist you in managing and governing your master data. You understand and acknowledge that Provider does not assume responsibility for the accuracy, completeness, or quality of the data entered or processed using SimpleMDG.

3.2. You will be solely responsible for the data you upload, store, or process using SimpleMDG, as well as for complying with all applicable laws and regulations regarding data privacy, security, and confidentiality.

4.   Intellectual Property

4.1. Provider retains all rights, title, and interest in and to the Service, including any intellectual property rights associated with it. These Terms do not grant you any ownership rights to the Service.

4.2. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of SimpleMDG.

4.3. You retain all rights to the data you create or process through SimpleMDG. However, by using the Service, you grant Provider a limited, worldwide, non-exclusive, and royalty-free license to process data and content solely for the purpose of providing and improving the Service, as well as for complying with legal obligations imposed on Provider.

5.    Confidentiality

5.1. Both parties may have access to certain confidential information of the other party during this Agreement. Confidential information shall be treated as confidential and shall not be disclosed to any third party without the express written consent of the disclosing party, except as required by law.

5.2. Provider may collect and use certain data and information about your use of SimpleMDG in accordance with its Privacy Policy.

6.    Data Privacy and Security

6.1. Provider acknowledges that data processed through SimpleMDG may contain proprietary or confidential information. Provider agrees to process personal data in compliance with its Privacy and Data Protection Policy applicable data protection laws.

6.2. Provider will implement appropriate technical and organizational measures to ensure the security and confidentiality of personal data and to protect it against unauthorized or unlawful processing, accidental loss, destruction, or damage.

6.3. Provider implements reasonable security measures to protect your data stored in SimpleMDG. However, no system is completely secure, and Provider cannot guarantee the absolute security of your data.

6.4. Provider will use personal data only for the purposes specified in these Terms and as instructed by you. Provider will not disclose or transfer personal data to any third party without your explicit consent or as required by law.

7.    Payment and Subscription

7.1. Access to SimpleMDG may require the payment of subscription fees. The fees, payment terms, and billing cycle will be specified in the applicable pricing plan and/or agreement.

7.2. You are responsible for the timely payment of all applicable fees. Failure to pay may result in the suspension or termination of your access to the Service.

8.    Limitation of Liability

8.1. In no event shall Provider be liable to you or any third party for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, or business interruption, arising out of or in connection with the use or performance of the Master Data Governance product, even if Provider has been advised of the possibility of such damages.

8.2. This limitation applies regardless of the legal theory under which such damages are sought, and even if any remedy fails in its essential purpose.

8.3. Provider’s total liability, whether in contract, tort (including negligence), or otherwise, arising out of or in connection with SimpleMDG shall be limited to the amount you have actually paid to Provider for the product during the twelve (12) months immediately preceding the event giving rise to the liability.

9.    Term and Termination

9.1. This Agreement shall remain in effect until terminated by either party.

9.2. Either party may terminate this Agreement for convenience by providing written notice to the other party.

9.3. Termination of this Agreement shall not relieve either party of any obligations incurred before the termination.

10.  Governing Law and Dispute Resolution

10.1. This Agreement shall be governed by and construed in accordance with the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions.

10.2. Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the parties. If the parties are unable to resolve the dispute amicably, it shall be submitted to binding arbitration in accordance with applicable laws.

11.   Support and Maintenance

11.1. Provider will use commercially reasonable efforts to provide technical support and maintenance for the B2B SaaS product during the term of this Agreement.

11.2. Support and maintenance may include bug fixes, patches, updates, and enhancements to the B2B SaaS product. Provider reserves the right to determine the scope and timing of such support and maintenance.

12.  Third-Party Services and Integrations

12.1. The B2B SaaS product may integrate with or utilize third-party services or products. Your use of such third-party services or products is subject to their respective terms and conditions.

12.2. Provider does not endorse, warrant, or assume any responsibility for the availability, accuracy, or reliability of any third-party services or products

13.  Feedback

13.1. You may provide suggestions, feedback, or ideas regarding SimpleMDG to Provider (“Feedback”).

13.2. Provider may freely use, modify, and incorporate Feedback into its products and services without any obligation or restriction.

14.  Survival

The provisions of Sections Intellectual Property, Confidentiality, Limitation of Liability, Governing Law and Dispute Resolution, as well as any other provisions that by their nature should survive termination, shall survive the termination or expiration of this Agreement.

15.  Miscellaneous

15.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and representations.

15.2. Provider may update or modify this Agreement from time to time, and any such changes will be effective upon posting the revised Agreement on the Provider’s website or notifying you by email.

15.3. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.4. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

By using the B2B SaaS product, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree with any of the terms and conditions stated herein, you should not access or use the B2B SaaS product.