AppsNXT, LLC Terms and Conditions: Subscription Agreement

2.1     Subscription Specifics. Subscription specifics shall be documented in an Order Form or Receipt from subscribing via self-service subscription means.

2.2     Incorporation. Each executed Order Form is incorporated by reference and forms part of this Agreement; its terms are binding on the Parties.

2.3     Subscription Fees. Subject to the terms of this Agreement and the applicable Order Form, Provider shall provide, and Customer shall pay for, the subscription to the Add-In Functionality as set forth in the Order Form.

2.4     Renewal; Cancellation. The Initial Term and any Renewal Terms shall be as specified in the applicable Order Form. Each Renewal Term shall automatically commence unless Customer delivers written notice of non-renewal to Provider at least thirty (30) days prior to the end of the then-current Term. All Subscription Fees are non-refundable

3.1     License Grant. Subject to Customer's payment of all Subscription Fees and compliance with this Agreement, Provider grants Customer a non-exclusive, non-transferable, revocable license to access and use the Add-In Functionality solely for Customer's internal business purposes during the Term.

3.2     Restrictions. Customer shall not (a) sublicense, distribute or resell the Add-In Functionality; (b) reverse engineer, decompile or disassemble the Add-In Functionality; or (c) remove or alter any proprietary notices.

4.1     Fees. Customer shall pay all Subscription Fees in accordance with the applicable Order Form without set-off or deduction. All fees are stated in U.S. dollars and exclusive of taxes, duties and levies, for which Customer is responsible.

4.2     Invoicing; Payment. Provider may invoice Customer in advance of each Term. Unless otherwise specified in an Order Form, Customer shall pay all undisputed amounts within fifteen (15) days of the invoice date. Overdue amounts shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

4.3     No Refunds. All Subscription Fees are non-refundable under any circumstance.

4.4     Suspension Right. If Customer fails to pay any undisputed amount within ten (10) days after its due date, Provider may suspend Customer's access to the Add-In Functionality until such amounts (and any accrued interest) are paid in full. Provider shall not be liable for any damages or losses resulting from such suspension.

5.1     Ownership. As between the Parties, Provider retains all right, title and interest in and to the Add-In Functionality and all associated intellectual property rights. Customer retains all rights in its data.

5.2     Feedback. Customer may from time to time provide suggestions or feedback regarding the Add-In Functionality ("Feedback"). Provider may freely use and commercialize Feedback without obligation or attribution to Customer.

6.1     Definition. "Confidential Information" means all non-public information disclosed by one Party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

6.2     Obligations. Each Party shall (a) use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information except to employees, contractors or affiliates on a need-to-know basis and bound by confidentiality obligations at least as protective as those herein.

6.3     Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach; (b) was rightfully in the receiving Party's possession without restriction prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is approved for release by the disclosing Party in writing.

6.4     Compelled Disclosure. If a Party is required by law to disclose Confidential Information, it shall (a) promptly notify the other Party, and (b) reasonably cooperate with the other Party if it seeks appropriate protective relief.

6.5     Survival. The obligations of this Section 6 and Sections 8 through 12 shall survive termination or expiration of this Agreement for a period of two (2) years.

7.1     Limited Warranty. Provider warrants that, to the extent within its control, it will provide access to the Add-In Functionality in a manner consistent with general industry standards reasonably applicable to similar services.

7.2     Disclaimer. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 7.1, THE ADD-ON FUNCTIONALITY IS PROVIDED "AS-IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

9.1     By Provider. Provider shall defend and indemnify Customer against any third-party claim alleging that Customer's authorized use of the Add-In Functionality infringes a third party's intellectual property rights, provided Customer (a) promptly notifies Provider in writing; (b) grants Provider sole control of the defense and settlement; and (c) cooperates at Provider's expense.

9.2     By Customer. Customer shall defend and indemnify Provider against any third-party claim arising out of Customer's data or Customer's breach of Section 3.2, subject to the same conditions.

10.1     For Cause. Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party materially breaches this Agreement and fails to cure such breach within the notice period.

10.2     Effect of Termination. Upon termination or expiration, Customer shall immediately cease all use of the Add-In Functionality, and Provider shall disable Customer's access. Termination shall not relieve Customer of its obligation to pay all accrued but unpaid fees.

12.1     Notices. All notices under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email (with confirmation), to the addresses set forth above or such other address as a Party may designate in writing.

12.2     Assignment. Neither Party may assign or delegate its rights or obligations under this Agreement without the other Party's prior written consent, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets. Any transfer in violation of this section shall be voidable at the option of the non-violating Party, and shall not otherwise excuse performance of this Agreement.

12.3     Force Majeure. Neither Party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, riot, fire, flood, or government action.

12.4     Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.5     Publicity: Marketing and Promotional Activities. After the Effective Date, Provider may use Customer's name and logo in its general promotional materials.

12.6     Modification. Provider reserves the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the "Last updated" date of this Agreement, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review this Agreement to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Agreement by your continued use of the Services after the date such revised Agreement are posted.