LEGAL & SERVICE TERMS
Terms of Service
Last updated: April 24, 2026
These Terms of Service (“Agreement”) are entered into between PSM Software Inc., a Delaware corporation doing business as Samwise (“Samwise,” “we,” “us,” or “our”), and the entity accepting these terms (“Customer”). This Agreement governs Customer’s access to and use of the Samwise PSM software-as-a-service platform (the “Service”).
By clicking “I agree,” signing an order form that references this Agreement, or accessing or using the Service, Customer accepts this Agreement on behalf of the entity it represents. The individual accepting this Agreement represents that they have the authority to bind that entity. If Customer does not agree to this Agreement, do not use the Service.
1. The Service
1.1 Provision of Service. Subject to the terms of this Agreement and timely payment of fees, Samwise grants Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term solely for Customer’s internal business purposes related to process safety management. 1.2 Nature of Service. The Service is a process safety management software platform designed to assist in organizing, tracking, and documenting PSM program activities including process hazard analyses, training records, equipment management, and contractor safety. The Service is a program management and documentation tool only. It is not a safety system, control system, or operational technology system, and does not directly monitor, control, or interact with any physical process or equipment. Customer is solely responsible for all safety decisions, operational actions, and regulatory compliance at its facilities. 1.3 Modifications. Samwise may update, modify, or enhance the Service from time to time. Samwise will use commercially reasonable efforts to provide advance notice of any changes that materially reduce functionality. 1.4 Support. Samwise will provide reasonable technical support to Customer administrators via email at support@samwisepsm.com during normal business hours (Monday–Friday, 9am–5pm Central Time, excluding U.S. federal holidays).
2. Customer Accounts and Responsibilities
2.1 Account Registration. Customer must designate at least one administrator account. Customer is responsible for ensuring that all information provided to Samwise is accurate and kept current. 2.2 Account Security. Customer is responsible for maintaining the confidentiality of all login credentials for its users and for all activity that occurs under Customer’s accounts. Customer must promptly notify Samwise at security@samwisepsm.com of any unauthorized access or suspected security incident. 2.3 Users. Customer may provision access for its authorized employees and contractors (“Users”). Customer is responsible for its Users’ compliance with this Agreement and for any breach of this Agreement by its Users. 2.4 Acceptable Use. Customer and its Users must not: use the Service to store, transmit, or process data that is unlawful, harmful, or violates any third party’s rights; attempt to gain unauthorized access to any part of the Service or its underlying infrastructure; reverse engineer, decompile, or disassemble any part of the Service; use the Service to develop a competing product or service; interfere with or disrupt the integrity or performance of the Service; or remove or obscure any proprietary notices in the Service.
3. Fees and Payment
3.1 Subscription Fees. Customer agrees to pay the subscription fees set forth in the applicable order form or as displayed at the time of subscription. All fees are in U.S. dollars. 3.2 Billing. Fees are billed in advance on a recurring basis (monthly or annually, as selected). Payment is processed by Stripe. By providing payment information, Customer authorizes Samwise to charge the applicable fees to that payment method. 3.3 Taxes. Fees do not include taxes. Customer is responsible for all applicable taxes, levies, or duties imposed by taxing authorities, excluding taxes on Samwise’s income. 3.4 Late Payment. If any fees are past due, Samwise may suspend Customer’s access to the Service after providing 10 days’ written notice, without liability to Customer. 3.5 No Refunds. All fees are non-refundable except as expressly required by applicable law or as set forth in Section 9.3 (Termination for Cause).
4. Data and Privacy
4.1 Customer Data. “Customer Data” means all data, content, and information submitted to the Service by Customer or its Users. As between the parties, Customer retains all right, title, and interest in Customer Data. Samwise acquires no rights in Customer Data except the limited rights necessary to provide the Service. 4.2 Data Processing Roles. Customer is the data controller for Customer Data, including any personal information of Customer’s employees, contractors, or other individuals contained in Customer Data. Customer is responsible for ensuring it has the legal authority to submit Customer Data to the Service and that doing so complies with applicable privacy laws. Samwise is the data processor for Customer Data and will process Customer Data only on Customer’s instructions and as necessary to provide the Service. 4.3 Samwise’s Data Obligations. Samwise will process Customer Data only to provide and improve the Service, and as otherwise instructed by Customer; implement appropriate technical and organizational security measures; not sell Customer Data or use it for advertising or marketing; notify Customer without undue delay of a security breach affecting Customer Data; and assist Customer with data subject rights requests to the extent technically feasible. 4.4 Sub-processors. Samwise uses third-party sub-processors to provide the Service. A current list is available at samwisepsm.com/sub-processors and is incorporated by reference. Samwise will provide at least 30 days’ notice before adding a new sub-processor that processes personal information. If Customer reasonably objects, the parties will work in good faith to resolve the objection; if unresolved, either party may terminate the affected subscription with a pro-rated refund. 4.5 AI Processing. The Service includes features that use third-party artificial intelligence models to process and extract information from documents uploaded by Customer. By using these features, Customer instructs Samwise to submit relevant document content to applicable AI sub-processors. Customer should not upload documents to AI-enabled features that contain personal information beyond what is necessary. 4.6 CCPA. To the extent the California Consumer Privacy Act applies, Samwise acts as a “service provider” with respect to Customer Data and will not retain, use, or disclose Customer Data for any other purpose except as permitted by law. 4.7 Privacy Policy. Samwise’s Privacy Policy, available at samwisepsm.com/privacy, governs account-level information. 4.8 Data Return and Deletion. Upon expiration or termination, Samwise will, at Customer’s written request made within 30 days, provide an export of Customer Data in a machine-readable format. After 30 days, Samwise may delete Customer Data in accordance with its data retention practices, completing deletion within 90 days unless retention is required by law.
5. Security
Samwise will maintain a security program that includes encryption of Customer Data at rest (AES-256) and in transit (TLS 1.2+); access controls limiting Customer Data access to authorized personnel; regular backups with point-in-time recovery capability; monitoring and alerting for security incidents; and an incident response plan. Samwise’s current security practices are described in its Information Security Program, available to Customer upon written request.
6. Confidentiality
6.1 Definition. “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or reasonably should be understood to be confidential. Customer Data is Customer’s Confidential Information. Samwise’s pricing, product roadmap, and technical architecture are Samwise’s Confidential Information. 6.2 Obligations. Each party will hold the other’s Confidential Information in strict confidence using at least the same care it uses for its own confidential information, but no less than reasonable care; not disclose it to third parties except as permitted; and use it only to exercise rights and fulfill obligations under this Agreement. 6.3 Exceptions. These obligations do not apply to information that is or becomes publicly known through no breach; was rightfully known before disclosure without restriction; is rightfully received from a third party without restriction; or is required to be disclosed by law or court order, provided the receiving party gives prompt written notice and cooperates in seeking a protective order.
7. Intellectual Property
7.1 Samwise IP. Samwise retains all right, title, and interest in and to the Service, including all software, technology, documentation, and improvements. No rights are granted to Customer except as expressly set forth in this Agreement. 7.2 Feedback. If Customer provides feedback or suggestions regarding the Service, Samwise may use that feedback without restriction or obligation to Customer. 7.3 Aggregated Data. Samwise may collect and use aggregated, de-identified data derived from Customer’s use of the Service, with no identifying information about Customer or its Users, to improve the Service, benchmark, and conduct analytics.
8. Warranties and Disclaimers
8.1 Samwise Warranties. Samwise warrants that the Service will perform materially in accordance with its documentation under normal use and that Samwise will not knowingly introduce malware into the Service. 8.2 Customer Warranties. Customer warrants that it has the legal authority to enter into this Agreement, has all necessary rights to submit Customer Data, and will use the Service in compliance with applicable laws. 8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICE IS PROVIDED “AS IS.” SAMWISE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SAMWISE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. THE SERVICE IS NOT DESIGNED OR INTENDED FOR USE AS A SAFETY-CRITICAL SYSTEM. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH RELIANCE ON THE SERVICE FOR ANY SAFETY OR OPERATIONAL DECISION.
9. Term and Termination
9.1 Term. This Agreement begins on the date Customer first accepts it and continues until all subscriptions have expired or been terminated (“Subscription Term”). 9.2 Renewal. Subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. 9.3 Termination for Cause. Either party may terminate immediately upon written notice if the other materially breaches and fails to cure within 30 days, or becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings. If Samwise terminates for Customer’s cause, no refunds are owed. If Customer terminates for Samwise’s cause, Samwise will refund prepaid fees covering the period after termination. 9.4 Effect of Termination. All Customer rights immediately terminate; Customer must cease all use; and Section 4.8 applies. 9.5 Survival. Sections 4, 6, 7, 8.3, 10, 11, 12, and 13 survive termination.
10. Limitation of Liability
10.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.2 Liability Cap. EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SAMWISE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 10.3 Exceptions. These limitations do not apply to either party’s indemnification obligations; Customer’s payment obligations; either party’s breach of confidentiality obligations; or liability that cannot be limited under applicable law.
11. Indemnification
11.1 By Samwise. Samwise will defend Customer against any third-party claim alleging that the Service, as provided by Samwise and used in accordance with this Agreement, infringes a third party’s intellectual property rights, and will pay damages finally awarded or agreed in settlement, provided Customer promptly notifies Samwise, gives Samwise sole control of the defense, and provides reasonable cooperation. If the Service becomes or is likely to become the subject of such a claim, Samwise may modify the Service to be non-infringing, obtain a license, or terminate the affected subscription with a pro-rated refund. 11.2 By Customer. Customer will defend Samwise against any third-party claim arising from Customer Data, including claims that Customer Data infringes third-party rights or violates applicable law; Customer’s breach; or Customer’s unlawful use of the Service, and will pay damages finally awarded or agreed in settlement, subject to the same cooperation conditions.
12. Dispute Resolution
12.1 Informal Resolution. Before initiating formal proceedings, the parties agree to attempt to resolve any dispute informally by notifying the other party in writing with a description of the dispute. The parties will negotiate in good faith for 30 days following such notice. 12.2 Binding Arbitration. If informal resolution fails, any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, with one arbitrator. The arbitration will be conducted in Delaware, or remotely if agreed by the parties. Judgment on the award may be entered in any court of competent jurisdiction. 12.3 Exceptions. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, without waiving its right to arbitration. 12.4 Class Action Waiver. All disputes must be brought on an individual basis. Neither party may bring a claim as part of a class action, class arbitration, or other representative proceeding.
13. General
13.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles. 13.2 Entire Agreement. This Agreement, together with any order forms and the sub-processor list referenced herein, constitutes the entire agreement and supersedes all prior agreements. In the event of conflict, an order form controls with respect to commercial terms only. 13.3 Amendments. Samwise may update this Agreement from time to time. For material changes, Samwise will provide at least 30 days’ notice by email. Continued use after the effective date constitutes acceptance. If Customer does not agree to a material update, Customer may terminate with a pro-rated refund by notifying Samwise before the effective date. 13.4 Assignment. Neither party may assign this Agreement without the other’s prior written consent, except Samwise may assign it in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound. 13.5 Notices. Legal notices must be sent in writing to Samwise at legal@samwisepsm.com, or by mail to PSM Software Inc., Attn: Legal, PO Box 969, Huntsville, AL 35804, United States; and to Customer at the email address on file for Customer’s primary administrator account. 13.6 Force Majeure. Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, acts of government, labor disputes, or internet or infrastructure failures, provided the affected party gives prompt notice and uses reasonable efforts to resume performance. 13.7 Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and remaining provisions will continue in full force. 13.8 Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later. 13.9 Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship. 13.10 Counterparts. This Agreement may be executed electronically and in counterparts, each of which will be deemed an original.
Last updated: 2026-04-24
PSM Software Inc. — legal@samwisepsm.com