Enterprise Terms
Enterprise Terms
Last Updated: 4/6/2022
PLEASE READ THESE ENTERPRISE TERMS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY SUBSCRIPT, INC. (“SERVICE PROVIDER”). BY MUTUALLY EXECUTING ONE OR MORE CUSTOMER AGREEMENTS WITH SERVICE PROVIDER WHICH REFERENCE THESE TERMS (EACH, A “CUSTOMER AGREEMENT”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL CUSTOMER AGREEMENTS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. ANY ONLINE CUSTOMER AGREEMENT WHICH YOU SUBMIT VIA SERVICE PROVIDER’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY SERVICE PROVIDER SHALL BE DEEMED TO BE MUTUALLY EXECUTED.
1. DEFINITIONS
(a) “Authorized User” means any individual who has been authorized in accordance with the terms of this Agreement to access and use the Enterprise Service by Customer. Authorized Users may include, without limitation, employees and contractors authorized by Customer.
(b) “Enterprise Service” means Service Provider’s enterprise-level SaaS solution described in the Customer agreement, with further specifications for each subscription plan detailed at Pricing.
(c) “Customer agreement” means a mutually executed Subscript Quote or Order form which will initiate the Enterprise Service.
(d) “Intellectual Property Rights” means patent rights, copyrights, trade secrets, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.
(e) “Service Provider Software” means certain proprietary Service Provider software that is necessary for, and supports, the operation of the Enterprise Service.
2. SERVICES
Subject to Customer’s compliance with the terms and conditions of this Agreement, Service Provider will provide Customer with the Enterprise Service.
3. CUSTOMER OBLIGATIONS
(a) Cooperation and Assistance. Customer will at all times provide Service Provider with good faith cooperation and assistance and make available such information, facilities, equipment and personnel as may be reasonably required by Service Provider in order to provide Customer with the Enterprise Service.
(b) Security. Customer will keep confidential and not disclose to any third parties, and will ensure that all Authorized Users keep confidential and do not disclose to any third parties, any user IDs, account numbers, passwords or other similar information for the Enterprise Service.
4. FEES
(a) Payment Terms. Customer will pay the fees (“Fees”) specified in the Customer agreement. Unless otherwise noted in the Customer agreement, Service Provider will invoice Customer annually for the Fees due and payable for that year. Customer will pay each such invoice within thirty (30) days following the date thereof.
(b) Taxes. Service Provider will pay all taxes and duties assessed, in connection with Enterprise Service provided under this Agreement, by any authority within or outside of the U.S.
(c) Interest. All amounts not paid when due under this Agreement will accrue interest monthly (without the requirement of a notice) at a rate of 1.5% per month or the highest rate permissible by law, whichever is lower, until the unpaid balance is paid in full.
5. LICENSE
(a) License to Enterprise Service. Subject to Customer’s compliance with the terms and conditions of this Agreement, Service Provider hereby grants to Customer a non-exclusive license to access and use the Enterprise Service during the Term.
(b) Authorized Users. Customer’s access to and use of the Enterprise Service pursuant to Section 5(a) will be expressly limited to the number of Authorized Users and/or that number of Customer’s customers subscribed to in accordance with the Customer agreement. Customer shall not allow access to or use of the Enterprise Service by anyone other than Authorized Users. Customer shall ensure that all Authorized Users comply with the terms and conditions of this Agreement and the Service Provider’s Terms of Service (“TOS”). Customer shall promptly notify Service Provider of any breach of the terms and conditions of this Agreement or the TOS by any Authorized User. Service Provider may suspend or terminate any Authorized User’s access to the Enterprise Service upon notice to Customer in the event that Service Provider determines that such Authorized User has breached the terms and conditions of this Agreement or the TOS.
(c) Restrictions. Customer will not: (i) sell, resell, rent or lease the Enterprise Service; (ii) reverse engineer the Service Provider Software; (iii) attempt to modify the Service Provider Software; or (iv) use or permit an Authorized User to use the Enterprise Service for any purpose that is unlawful.
6. CONFIDENTIALITY
(a) Definition. “Confidential Information” means: (i) non-public information regarding features, functionality and performance of the Enterprise Service, as well as all user visible aspects of the Enterprise Service; (ii) the terms and conditions of the Customer agreements that are not publicly available; (iii) information that is disclosed in written form and that is clearly labeled as proprietary, confidential or with words of similar meaning; (iv) information that is disclosed orally or visually and that is identified as proprietary or confidential at the time of its disclosure and is summarized in a writing sent by the disclosing party to the other party within thirty (30) days of such disclosure; and (v) any information that due to its nature or the circumstances of disclosure would reasonably be deemed confidential.
(b) Exclusions. The obligations and restrictions in Section 6(c) will not apply to any information that: (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party prior to the disclosure of such information from the disclosing party; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party who had the right to disclose such information without breach of any confidentiality obligation to the disclosing party.
(c) Use and Nondisclosure. During the term of this Agreement and for a period of three (3) years thereafter, each party will not use the other party’s Confidential Information for any purpose other than for the performance and enforcement of this Agreement and will not disclose the other party’s Confidential Information to any party other than to those of its employees and contractors who need to know such Confidential Information for a party’s performance and enforcement of this Agreement.
(d) Permitted Disclosure. The foregoing provision of this Section 6 will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of the Customer agreements: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement; (ii) on a confidential basis to its legal or professional financial advisors; (iii) as required under applicable securities regulations; or (iv) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party.
7. WARRANTY AND SUPPORT
(a) Limited Warranty. Service Provider warrants to Customer that the Enterprise Service will provide the functionality specified in this Subscript one-pager. In the event that the Enterprise Service fails to conform to the foregoing warranty, as Customer’s sole and exclusive remedy and Service Provider’s sole and exclusive liability for any breach of such warranty, Service Provider will modify the Enterprise Service to correct the non-conformity.
(b) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7(a), SERVICE PROVIDER DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT AND THE ENTERPRISE SERVICE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(c) Support. Service Provider will operate and update the Enterprise Service and receive and handle your inquiries relating to your use of or access to the Enterprise Service, such as technical, billing and payment issues and other related issues (“Customer Support”). Our Customer Support is available to you as a customer and user of the Enterprise Service. If you encounter any technical problems, have questions regarding the Enterprise Service, you can contact our Customer Support by email at help@subscript.com. Additional support services may be agreed to in the Customer agreement.
(d) Security. In the performance of the Enterprise Service, Service Provider will protect your data by abiding by the security standards described on its website at Security.
8. INDEMNIFICATION
(a) Indemnification by Service Provider. Service Provider will defend any action brought against Customer to the extent that it is based upon a third party claim that the Enterprise Service, as provided by Service Provider to Customer pursuant to this Agreement, infringes any U.S. patent or any copyright or misappropriates any trade secret, and will indemnify and hold Customer harmless for any costs and expenses incurred by Customer and any damages awarded in final judgment or paid in settlement by Customer with respect to any such claims.
(b) Injunctions. In the event that Customer’s rights to use the Enterprise Service hereunder are enjoined, or in Service Provider’ s reasonable opinion are likely to be enjoined, due to the type of claim specified in Section 8(a), Service Provider may at its sole option and expense: (i) procure for Customer the right to continue using the Enterprise Service; (ii) replace or modify the Enterprise Service so that it is non-infringing and substantially equivalent in function to the enjoined Enterprise Service; or (iii) if options (i) and (ii) above cannot be accomplished, then Service Provider may terminate Customer’s rights and Service Provider’s obligations hereunder.
(c) Exclusions. Service Provider will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (i) the combination, operation or use of the Enterprise Service with equipment, devices, software or data not supplied by Service Provider.
(d) Indemnification by Customer. Customer will defend Service Provider against any action or suit brought against Service Provider by a third party in connection with Customer’s use of the Enterprise Service and will indemnify and hold Service Provider harmless for any costs and expenses incurred by Service Provider and any damages awarded in final judgment or paid in settlement by Service Provider with respect to any such claim.
9. LIMITATION OF LIABILITY
(a) Total Liability. IN NO EVENT WILL SERVICE PROVIDER’S TOTAL LIABILITY TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER’S ACCESS TO AND USE OF THE ENTERPRISE SERVICE EXCEED THE TOTAL MONTHLY FEES PAID BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM.
(b) Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION.
(c) Acknowledgement. The parties acknowledge that the limitations and exclusions contained in this Section 9 represent the parties’ agreement based upon the perceived level of risk associated with their respective obligations under this Agreement.
10. TERM AND TERMINATION
(a) Term. This Agreement will commence upon the date the Customer signs up for the Enterprise Service and will continue for the initial term specified in the Customer agreement or, if no such term is specified, one (1) year.
(b) Termination for Cause. Either party may terminate this Agreement upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following written notice thereof.
(c) Survival. The rights and obligations of the parties under Sections 1, 4, 6, 7(c), 8, 9, 10(c) and 11 will survive any expiration or termination of this Agreement.
11. GENERAL
(a) Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s written consent.
(b) Governing Law. This Agreement and all matters arising out of or relating to this Agreement will be governed by the laws of the State of California.
(c) Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
(d) Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in force.
(e) Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement.
(f) Compliance with Laws. Each party agrees to comply with all applicable laws and regulations.
(g) Relationship Between the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship.
(h) Force Majeure. Neither party will be liable under this Agreement due to events beyond reasonable control.
12. Changes to Terms
Subscript reserves the right, in its sole discretion, to change the Terms. The most current version of the Terms will supersede all previous versions. Subscript encourages you to periodically review the Terms to stay informed of our updates.
Contact Us
Subscript welcomes your questions or comments regarding the Terms:
Subscript, Inc.
2093 PHILADELPHIA PIKE #5554
Claymont, Delaware 19703
Email Address: help@subscript.com