1. Acceptance of Terms
By (a) accessing or using the Service, (b) clicking "I Agree", or (c) creating an account, you agree to be bound by these Terms and our Privacy Policy.
Eligibility:
- • Must be 18+ years old
- • Have authority to bind your organization (if applicable)
- • Business/commercial use only
- • Not in U.S. embargoed countries or on prohibited party lists
4. Acceptable Use Policy
PROHIBITED ACTIVITIES
Violations result in immediate termination without refund:
6. Payment Terms
Billing
Monthly/annual in advance. Auto-renews unless cancelled.
Methods
Credit/debit cards, PayPal, wire transfer (enterprise).
Taxes
Fees exclusive of taxes. You pay all applicable taxes (VAT, GST).
30-Day Guarantee
New customers: full refund within 30 days of first payment.
Late Fees
1.5%/month on overdue amounts. Suspension after 15 days.
No Refunds
After 30-day period: no refunds for cancellation or partial months.
EU Right of Withdrawal: 14-day withdrawal right under EU Directive 2011/83/EU. By using Service during 14 days, you waive withdrawal right for services provided.
7. Data Protection
USAP as Data Controller: For your account info. USAP as Data Processor: For customer data you upload (you're the controller).
Your Responsibilities as Controller:
- • Have legal basis to process personal data (GDPR Art. 6, Philippine DPA Sec. 12, CCPA)
- • Obtain necessary consents from data subjects
- • Provide required privacy notices
- • Respond to data subject rights requests
- • Comply with GDPR, CCPA, Philippine DPA, and applicable laws
Data Processing Agreement (DPA): Available for enterprise customers with Standard Contractual Clauses (SCCs) for international transfers. Contact legal@usap.io.
8. Warranties & Disclaimers
DISCLAIMER OF WARRANTIES
SERVICE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND.
WE DISCLAIM ALL WARRANTIES INCLUDING:
- • IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT
- • Warranties of uninterrupted, error-free, or secure Service
- • Warranties of accuracy, reliability, or completeness
- • Warranties that defects will be corrected
Some jurisdictions don't allow exclusion of implied warranties. If prohibited, warranties limited to 90 days or minimum required by law.
9. Limitation of Liability
EXCLUSION OF CONSEQUENTIAL DAMAGES
USAP NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING:
- • Loss of profits, revenue, business, data, or goodwill
- • Business interruption or cost of substitute services
Applies regardless of legal theory, foreseeability, or notice.
CAP ON LIABILITY
TOTAL LIABILITY SHALL NOT EXCEED GREATER OF:
Amounts Paid
12 months before event
$100 USD
Minimum amount
Exceptions (NOT LIMITED):
IP infringement, gross negligence, willful misconduct, death/injury, fraud, your indemnification obligations, payment obligations.
12. Dispute Resolution
Governing Law
Republic of the Philippines law governs these Terms. Additional laws apply: GDPR (EU), CCPA (California), Federal Arbitration Act (US).
Informal Resolution (MANDATORY)
Before arbitration/litigation:
- 1. Send notice to legal@usap.io
- 2. We respond within 30 days
- 3. Good faith negotiation for 60 days
Failure may result in dismissal. Statutes of limitation tolled.
ARBITRATION (Non-Philippine Users)
YOU AND USAP AGREE TO BINDING ARBITRATION AND WAIVE CLASS ACTIONS.
Rules:
US: JAMS/AAA Commercial. International: ICC (Singapore). One arbitrator, technology expertise.
Costs:
Claims <$10k: We pay all fees. Claims >$10k: Per arbitration rules. If you prevail, we reimburse filing fees.
NO CLASS ACTIONS
Individual arbitration only. No consolidation or representative actions. If unenforceable, entire arbitration provision void.
Opt-Out (New Users):
30 days to opt-out. Email legal@usap.io with "Arbitration Opt-Out", name, and email.
Philippines Jurisdiction
Exclusive jurisdiction: Makati City, Metro Manila, Philippines for Philippines users and non-arbitrable claims (IP, injunctive relief, small claims). You consent to venue and waive objections.