saasap – Terms of Service

Disclaimer. This document is provided for internal drafting purposes only and does not constitute legal advice. You should have it reviewed by qualified counsel in every jurisdiction where you operate.

1. Definitions

For clarity, the following capitalised terms are used throughout these Terms.

Term	Meaning
"saasap Platform"	The cloud-hosted environment, development framework, codebase, templates, documentation and tooling that saasap makes available to Users, whether through a web interface, API, repository access or other delivery method.
"Setup"	The specific bundle (installer, repository, container image or similar) that gives a User access to the saasap Platform.
"User Application"	Any software-as-a-service (SaaS) product, website or back-end created in whole or in part using the saasap Platform.
"Deployment Event"	The first time a User Application is made publicly accessible (including private beta) on any domain, sub-domain or IP address under the User's control.
"Value-Added Material"	Original source code and assets developed by the User (or its contractors) that introduce substantial new functionality, integrations or user-interface elements; purely cosmetic edits, branding swaps or string replacements are not Value-Added.
"Compliance Hook"	The non-removable code snippet embedded in the Setup which automatically transmits a one-time Deployment Event notice (domain and timestamp only) to saasap servers.
"Resell" / "Redistribute"	To sell, license, sublicense, publish, share, disclose or otherwise make available the saasap Platform, the Setup or any derivative thereof to a third party, except as expressly permitted in §5 below.

2. Service Provider

The Service is operated by saasap, Via Dell'Annunziata, Santa Maria Capua Vetere, Campania (CE), Italy ("saasap", "we", "our", "us"). Contact: team.saasap@gmail.com.

3. Account Registration & Security

1. Users must provide accurate information and keep credentials confidential.
2. We may suspend or revoke access for security, legal or policy reasons.

4. Licence Grant

1. Limited, Non-transferable Licence. Subject to these Terms, we grant you a non-exclusive, revocable, worldwide licence to access and use the saasap Platform solely to develop and operate User Applications.
2. No Ownership Transfer. Title, intellectual-property and all rights not expressly granted remain with saasap.
3. SaaS Access Only. The licence covers access to our hosted services and/or a time-limited, subscription-based Setup. It is not a perpetual sale of software copies; the EU "first-sale" doctrine and similar exhaustion rules therefore do not apply.

5. Permitted & Prohibited Uses

5.1 Permitted

• Develop, test and run User Applications for your own business or for a client provided that §6 (Value-Added Requirement) is met.

5.2 Strictly Prohibited

1. Resell / Redistribute. You must not Resell or Redistribute the saasap Platform, the Setup or any portion thereof, either as-is or with merely cosmetic changes.
2. Removal of Compliance Hook. The Compliance Hook forms a material condition of this licence. Tampering with, disabling or removing it constitutes a material breach (§10).
3. Reverse Engineering, Scraping, Automated Extraction except to the limited extent allowed by mandatory law.
4. AI Model Training. Knowingly or intentionally using any part of the saasap Platform or its datasets to train or fine-tune machine-learning models without our prior written consent. Users are not liable for unauthorised AI training conducted by third-party services without the User's knowledge, consent, or reasonable ability to prevent such use.

6. Value-Added Requirement (Anti-Resell Safeguard)

1. Each User Application intended for third-party commercial exploitation must contain Value-Added Material representing at least fifteen per cent (15%) of its total source-code volume or introduce at least two (2) substantial new functional modules. The higher standard prevails.
2. Cosmetic modifications, re-branding, asset swaps or trivial refactors do not count toward the threshold.
3. On written request, you shall—within fifteen (15) days—provide reasonable evidence (e.g., Git logs, diff reports, architecture diagrams) establishing compliance.

7. Compliance Hook & Deployment Notices

1. The Setup embeds the Compliance Hook, which sends a one-time, non-personally-identifying Deployment Event notice to saasap.
2. You must not alter, obfuscate or remove the Compliance Hook. Any such action is a material breach.
3. If the Compliance Hook fails to operate (e.g., outbound firewall block), you shall manually notify us of the Deployment Event within seventy-two (72) hours.

8. Monitoring & Compliance Verification

1. We may request reasonable documentation to verify compliance with these Terms, particularly regarding Value-Added Requirements (§6) and anti-reselling provisions (§5), no more than once per twelve-month period unless we have reasonable grounds to suspect material breach.
2. Such requests shall be limited to non-confidential information such as: publicly available deployment URLs, general architecture descriptions, anonymised development timelines, or other documentation that does not expose proprietary code, trade secrets, or sensitive business information.
3. If support or integration assistance is requested, access to relevant repositories, build logs, or deployment manifests may be necessary. In such cases, a confidentiality agreement can be provided upon request.
4. If reasonable cooperation is not provided or if we have substantial evidence of breach, we may seek verification through appropriate legal channels, including requests to competent authorities or third-party auditors under court supervision.
5. We will not request direct access to private repositories, source code, or confidential business data unless compelled by legal process.

9. Production-Ready Clarification

"Production-ready" means that the modules shipped in the saasap Platform have been developed and tested to a quality standard suitable for production environments. It does not guarantee that a fresh purchase can be deployed instantly without configuration, nor does it relieve the User of responsibility for security hardening, scaling or content compliance.

10. Breach, Termination & Injunctive Relief

1. Material Breach. Violations of §§ 5–7 constitute a material breach.
2. Cure Period. We may give you seven (7) days to cure, save where the breach is incapable of cure (e.g., unauthorised redistribution).
3. Immediate Termination. We may immediately terminate the licence and suspend all access if you fail to cure or the breach is irremediable.
4. Equitable Relief. You acknowledge that unauthorised use, redistribution or removal of the Compliance Hook would cause irreparable harm; we are entitled to injunctive relief in any jurisdiction without posting bond.
5. Liquidated Damages. For each proven instance of unauthorised redistribution or Compliance Hook removal, you shall pay the greater of (i) three (5) times the total fees paid in the preceding twelve (12) months, or (ii) €10,000, representing a genuine pre-estimate of losses, not a penalty.

11. Indemnification

You will indemnify and hold saasap harmless from any third-party claim arising out of (a) your User Application, (b) your breach of these Terms, or (c) content you upload.

12. Limitation of Liability

To the fullest extent permitted by law, our aggregate liability under these Terms is capped at the higher of (i) the fees you paid in the previous twelve (12) months or (ii) €5,000. We are not liable for indirect, consequential or special damages.

13. Disclaimer of Warranties

The saasap Platform is provided "as is" and "as available" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

14. Data Privacy

Processing of personal data is governed by the saasap Privacy Policy (link). By using the Service you consent to such processing.

15. Legitimate Interest & Marketing Use

Showcase Rights. Upon Deployment Event of your User Application, you grant saasap a non-exclusive, worldwide, royalty-free licence to use non-sensitive, publicly available information about your User Application for marketing and promotional purposes, including but not limited to:

• Application name, logo, and branding elements
• Brief description and key features
• Screenshots of public-facing interfaces
• Domain name and general categorisation

Scope Limitations. This licence does not extend to user data, proprietary algorithms, source code, financial information, or any data marked as confidential. We will not access backend systems or non-public areas of your User Application.

Opt-Out. You may request removal from our showcase by emailing team.saasap@gmail.com. We will honour such requests within thirty (30) days, though previously published materials may remain in archived content.

16. Changes to the Service or Terms

We may modify the Platform or these Terms. Changes take effect thirty (30) days after posting. Continued use constitutes acceptance.

17. Governing Law & Dispute Resolution

1. Governing Law. These Terms are governed by the laws of Italy, excluding its conflict-of-laws rules.
2. Exclusive Forum. All disputes shall be submitted to the exclusive jurisdiction of the Court of Milan, Italy. We may, however, seek injunctive relief in any jurisdiction to protect our IP.
3. Alternative Dispute Resolution. We both agree to attempt mediation under the Milan Chamber of Arbitration before litigating.

18. Miscellaneous

1. Entire Agreement. These Terms constitute the entire agreement between us and supersede prior understandings.
2. Severability. If any provision is held invalid, the remainder shall remain in full force.
3. No Waiver. Failure to enforce a right is not a waiver.
4. Survival. §§ 4–7, 10–13, 16–17 survive termination.

19. Contact

team.saasap@gmail.com

© 2025 saasap. All rights reserved.