Terms of Use

Overview

These Terms of Use (this “Agreement”), effective as of the date on which you click a button or check a box (or something similar) acknowledging your acceptance of this Agreement, you execute with Subtica an Order that incorporates this Agreement by reference, you register for a Services account, or you otherwise agree to the terms of this Agreement and the entity on whose behalf the individual accepting this Agreement accepts this Agreement (“Customer”). The individual accepting this Agreement hereby represents and warrants that it is duly authorized by the entity on whose behalf it accepts this Agreement to so accept this Agreement.

1. CERTAIN DEFINITIONS

In addition to any other capitalized terms defined throughout the body of this Agreement, the following capitalized terms have the following definitions:

1.1 “Authorized User” means employees, agents, consultants or other representatives authorized by Customer to access or use the Services.

1.2 “Connected Application” means Customer’s or a third party’s web-based, mobile, or other software application that is made available by Customer or its Authorized Users.

1.3 “Order” means: (i) a purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference; or (ii) if Customer registered for the Services through Company’s online ordering process, the results of such online ordering process.

1.4 “Platform” means Subtica’s proprietary hosted software platform for subscription tracking and related analytics.

1.5 “Services” means the services selected by Customer in an Order, which may include the Platform, and other services made available by Subtica from time to time.

1.6 “Usage Limitations” means the usage limitations set forth in this Agreement and the Order, including without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and support tiers agreed upon by the parties.

2. SERVICES AND SUPPORT

2.1 Provision of Services. Subject to the terms of this Agreement, Subtica will use commercially reasonable efforts to provide Customer the Services selected by Customer in an Order. The Platform includes access to all features provided by Subtica including the maximum amount of tracked revenue every month communicated to Customer in an Order.

2.2 Necessary Disclosures and Consents. Customer will make all disclosures to, and procure all necessary consents and authorizations from, Customer’s users as are reasonably necessary or appropriate for Subtica’s performance of the Services, including without limitation: (i) Subtica’s and Stripe’s processing of personally identifiable information relating to such users, including, without limitation, by disclosing Subtica’s and Stripe’s processing of such information in Customer’s privacy policy in a reasonable and industry-standard manner.

2.3 Connected Applications. The Platform may contain features designed to interoperate with Connected Applications. To use such features, Customer or its Authorized Users may be required to obtain access to such Connected Applications from their providers, and grant Subtica access to Customer’s or its Authorized Users’ account(s) on such Connected Applications. If Customer uses a Connected Application with the Services, Customer grants Subtica permission to allow the Connected Application and its provider to access Customer Data solely as required for the interoperation of that Connected Application with the Services. Any acquisition by Customer of Connected Applications, and any exchange of Customer Data between Customer and any Connected Application provider, product or service, is solely between Customer and the applicable Connected Application provider. Subtica does not warrant or support Connected Applications. Subtica is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Connected Application or its provider.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1 General Restrictions. Customer will not, directly or indirectly (and will not allow any third party to): (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, or documentation related to the Services (“Software”); (ii) modify, translate, display, republish, or create derivative works based on the Services or Software; (iii) act as a reseller or distributor of, or a service bureau for, the Platform or Services or otherwise use, exploit, make available or encumber the Platform or Services to or for the benefit of any third party; (iv) access or use the Platform or Services without the prior written consent of Subtica if Customer is or becomes a direct competitor to Subtica or its affiliates; (v) share access, use, or information about the Platform or Services with a direct competitor of Subtica; (vi) access the Services in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Services; (vii) use the Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (viii) use the Services to post or send infringing, obscene, threatening, libellous, or otherwise unlawful material; (ix) use the Services to access blocked services in violation of applicable laws; (x) upload to the Services or use the Services to send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (xi) use the Services to run automated queries to web sites; (xi) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (xii) attempt to gain unauthorized access to the Services or its related systems or networks; (xiii) without the express prior written consent of Subtica, conduct any benchmarking or comparative study or analysis involving the Services for any reason or purpose except, to the limited extent absolutely necessary, to determine the suitability of the Services to interoperate with Customer’s internal systems (xiv) use the Services or Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (xv) remove any proprietary notices or labels; or (xvi) use the Services other than as set forth in Subtica’s then-current product documentation for the applicable Service(s) (the “Documentation”) and in accordance with the Usage Limitations (if any). In addition, Customer agrees that it shall (a) only permit access to the Services by Authorized Users; and (b) not access or use the Services from an embargoed nation or any other country/region that becomes an embargoed nation, in violation of applicable export compliance laws.

3.2 Customer Responsibilities. Customer agrees and understands that (i) it is responsible for all activity of Authorized Users and for its Authorized Users’ compliance with this Agreement; (ii) it shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data; (b) prevent unauthorized access to, or use of, the Services, and notify Subtica promptly of any such unauthorized access or use; and (c) comply with all applicable laws in using the Services. Customer shall be responsible for supplying Subtica with any technical data and other information Subtica may reasonably request to allow Subtica to provide the Services to Customer. Customer represents that it has obtained all consents necessary for Customer and its Authorized Users to use the Services.

3.3 Export Controls and Government Customers. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

3.4 Policy Compliance; Monitoring. Customer represents, covenants and warrants that Customer will use the Services only in compliance with Subtica’s standard published policies then in effect and all applicable laws and regulations. Although Subtica has no obligation to monitor Customer’s use of the Services, Subtica may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

3.5 Customer Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1 Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Subtica includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Subtica to enable the provision of the Services, including, to the extent applicable, Connected Account Data (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. On the expiration or termination of the Agreement, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. Each party’s obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

4.2 Aggregated and Anonymized Data. Notwithstanding anything to the contrary, Subtica shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Subtica will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Subtica offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4.3 Proprietary Rights. Subtica shall own and retain all right, title, and interest in and to (a) the Services and Software, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, (c) aggregated and/or de-identified data prepared pursuant to Section 4.2, and (d) all intellectual property rights related to any of the foregoing.

4.4 Publicity. Customer will consider reasonable requests by Subtica for application of its logo in Subtica marketing materials. Subtica will not use any name or logo of Customer without prior permission.

4.5 Subtica shall have the right to (i) remove or limit distribution of Customer Data that Subtica deems reasonably necessary or appropriate if Subtica concludes that any Customer Data violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of any individual or could create liability for Subtica; (ii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal use of the Services; and (iii) terminate or suspend Customer’s access to all or part of the Services for any violation of this Agreement. Notwithstanding the foregoing, Subtica is not obligated to review Customer Data before it is posted via the Services, and Subtica cannot ensure prompt removal of objectionable Customer Data after it has been posted. Accordingly, Subtica assumes no liability for any action or inaction regarding transmissions, communications or content provided by any Customer User or third party.

5. PAYMENT OF FEES

5.1 Fees. Customer will pay Subtica the fees applicable to the product subscription plan. If Customer’s use of the Services exceeds the Usage Limitations  or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided on our Pricing Page. Subtica reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term. If Customer does not cancel its product subscription plan before renewal, Customer hereby authorizes Subtica to collect payment for the increased pricing.

5.2 Billing Disputes. If Customer believes that Subtica has billed Customer incorrectly, Customer must contact Subtica no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Subtica’s customer support department.

5.3 Automatic Renewal; Cancellation. Each product subscription plan will automatically renew upon each applicable billing cycle, unless Customer cancels its subscription at least 30 days prior to renewal. For paid product subscription plans, Customer authorizes Subtica to charge its credit card or other payment on file or invoice Customer for each renewal until Customer cancels its subscription plan.

5.4. Downgrades. If Customer fails to pay Fees when they are due, Subtica may downgrade Customer to a free product plan. If Customer is downgraded, Customer may lose access to certain paid features of functionality, but this Agreement will continue to apply.

6. TERM AND TERMINATION

6.1 Term. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order, and shall be automatically renewed for additional periods of the same duration as  the Initial Service Term (collectively, the “Term”), unless either party provides the other party with notice of non renewal at least thirty (30) days prior to the end of the then-current term.

6.2 Termination. Subtica may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues for more than ten (10) calendar days after Subtica’s delivery of written notice thereof; or (ii) breaches Sections 2.2, 2.4, or 3. Further, either party may terminate this Agreement, effective on written notice to the other party if the other party: (a)  materially breaches this Agreement and such breach; (b) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (c) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; or (e) applies for or has appointed a receiver, trustee,  custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

6.3 Effects of Termination; Survival. In the case of termination by Subtica for a Customer’s an uncured material breach, Customer will pay in full for the Services and is not entitled to any refund of prepaid subscription fees. Upon any termination, Customer may request deletion of Customer Data by contacting support@subtica.com. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. LIMITED WARRANTY AND DISCLAIMER

Subtica shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Subtica or by third-party providers, or because of other causes beyond Subtica’s reasonable control, but Subtica shall use commercially reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. HOWEVER,  SUBTICA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS  EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND  SUBTICA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED  WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. INDEMNITY

Customer will defend or settle, at Customer’s option, any claim, suit, action, or proceeding brought by a third party (each a “Third Party Claim”) against Subtica or its affiliates, or its or their respective directors, officers, employees, contractors, successors: (i) Customer’s actual or alleged breach of Sections 2 or 3; (ii) Customer’s actual or alleged violation of any applicable law, rule, or regulation; (iii) the content of any Customer Data; or (iv) Customer’s use of the Services other than as authorized under this Agreement, and will indemnify Subtica and the Subtica Indemnitees from and against any and all losses, liabilities, damages, settlement amounts, costs, and expenses (including reasonable attorneys’ fees and court costs) incurred by Subtica, awarded against Subtica by a court of competent jurisdiction, or agreed-to in a mutually approved settlement, in connection with any such Third Party Claim.

9. LIMITATION OF LIABILITY

NOT WITH STANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, SUBTICA AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (I) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (II) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (III) FOR ANY MATTER BEYOND SUBTICA’S REASONABLE CONTROL; OR (IV) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO SUBTICA FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUBTICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

If you have questions, concerns, or requests related to this Privacy Policy, please contact us at: support@subtica.com