Last Updated: March 21, 2025

This Developer Services Agreement (“Agreement”) applies to any individual or entity that builds integrations with us. The Agreement is entered into by and between Subtotal, Inc. (together with our affiliates, “Subtotal,” “we,” “our,” or “us”) and you (if you are an individual) or the entity you represent (if you are registering as or on behalf of a business, or registering in your capacity as representative of a business) (“Developer,” “you,” or “your”). This Agreement governs your use of our website (https://www.subtotal.com/) and any other related products and services (collectively, the “Services”).

By creating an account and clicking the applicable button to indicate your acceptance of this Agreement, you agree, effective as of the date of such action (the “Effective Date”), to be bound by this Agreement. This Agreement will continue for one month (the “Subscription Period”), and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party at least thirty (30) days before the end of the current Subscription Period.

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1. Access and License

During the Subscription Period and subject to the terms of this Agreement, we grant you a non-exclusive, non-sublicensable, non-transferable license to access and use the Services for your internal business purposes.

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2. Purchases and Payment

Payment. Our Services have different subscription tiers, which are available on our pricing page, https://www.subtotal.com/pricing. You agree to pay us the applicable fees based on your subscription tier and usage. You authorize us to charge your payment method on file monthly without further approval. All fees paid are non-refundable.

Pricing Changes. We may update our pricing, in our sole discretion and at any time by giving notice (including by email or notification within our Services). Any change will become effective in the next Subscription Period.

Payment Information You agree to provide and maintain current, complete, and accurate payment and account information, including email address, payment method, and payment card expiration date, so that we can process your payments and contact you if needed.

Currency and Taxes. All fees are in U.S. dollars and are exclusive of taxes. You are responsible for all taxes associated with the Services, except for our income taxes.

Payment Dispute. If you have a good-faith disagreement about any fees charged, you must notify us about the dispute within thirty (30) days of payment, and must pay all undisputed amounts on time. The parties will work together to resolve any dispute within fifteen (15) days.

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3. Developer Account

Upon payment of the applicable fees, we will provide you with access privileges that permit you to access and manage your account through the Services (“Developer Account”). You are responsible for any activity that occurs on the Developer Account, and for keeping the Developer Account and login credentials secure. You will promptly notify us if you suspect or know of any fraudulent activity in connection with your Developer Account or credentials. You are responsible for the acts or omissions of any person who uses the Services on your behalf or through your Developer Account, including any employee, contractor, or agent.

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4. Feedback and Usage Data

You may (but are not obligated to) provide suggestions, comments, or other feedback to Subtotal with respect to the Services (“Feedback”). We may use all Feedback freely without any restriction or obligation. In addition, we may collect and analyze data and information about the provision, use, and performance of the Services based on your use of the Services (“Usage Data”). We may freely use Usage Data to maintain, improve, enhance, and promote our products and services without restriction or obligation.

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5. Developer Content

We may copy, display, modify, and use any data, information, or materials you (or your employees, contractors, or agents) provide, upload, or submit in the course of using the Services (“Developer Content”) only as needed to provide and maintain the Services and related offerings. You are responsible for the accuracy, quality, and content of Developer Content. We are not responsible to you for unauthorized access to Developer Content unless such access is due to our gross negligence or willful misconduct.

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6. End User Data

Subject to the terms of this Agreement, we grant you a non-exclusive, non-sublicensable, non-transferable license to access and use data, information, and other materials provided, uploaded, or submitted by end users of your platform, products, or services (“End User Data”) solely for internal business purposes. You are not permitted to share End User Data with any third party. You are responsible for unauthorized access to End User Data unless such access is due to our gross negligence or willful misconduct.

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7. Machine Learning

Usage Data and Developer Content may be used to develop, train, or enhance any artificial intelligence or machine learning models that are part of our products and services, including third-party components of the Services, and you authorize us to process your Usage Data and Developer Content for such purposes.

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8. Restrictions

Except as expressly set forth in this Agreement, you will not (and will not allow anyone else to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (b) copy, modify, translate, or create derivative works of the Services; (c) provide, sell, transfer, assign, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (d) use the Services for the benefit of any third party; (e) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services; (f) remove or alter any proprietary notices or labels; (g) access accounts, information, data, or portions of the Services to which you do not have authorized access; (h) use the Services to develop a competitive product; (i) use the Services for or with any activity prohibited by law; (j) upload, submit, or otherwise make available to us any data or information to which you do not have the proper rights; or (k) use End User Data except as described in Section 6 (End User Data) of this Agreement.

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9. Suspension

If you (a) have an outstanding, undisputed balance on your account for more than 30 days; (b) breach Section 8 (Restrictions) of this Agreement; or (c) use the Services in violation of this Agreement or in a manner that negatively affects the Services or others, then we may suspend your access to the Services with or without notice. We will reinstate your access to the Services only if you resolve the underlying issue.

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10. ​Term and Termination

As set forth above, this Agreement will begin on the Effective Date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal to the other party at least thirty (30) days before the end of the current Subscription Period.

In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breach is not cured within thirty (30) days of receipt of such notice. ​

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11. Reservation of Rights

Except as otherwise set forth in this Agreement, we retain all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights created, used, or provided by Subtotal in connection with this Agreement, including any copies and derivative works. Except as otherwise set forth in this Agreement, you retain all right, title, and interest in and to Developer Content.

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12. Confidentiality

Non-Use and Non-Disclosure. Except as otherwise authorized in this Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, neither party will (a) use the other party’s Confidential Information (as that term is defined below), nor (b) disclose the other party’s Confidential Information to anyone else, except as permitted below. Each party will protect the other party’s Confidential Information using at least the same protections that it uses for its own similar information but no less than a reasonable standard of care.

Permitted Disclosures. The receiving party may share the disclosing party’s Confidential Information to the extent required by law provided that the receiving party reasonably cooperates, at the disclosing party’s expense, with the disclosing party’s efforts to obtain confidential treatment for the Confidential Information. The receiving party may also share the disclosing party’s Confidential Information to employees, advisors, contractors, directors, suppliers, and agents who have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those contained in this Section 12 (Confidentiality).

Confidential Information. “Confidential Information” means information in any form disclosed by or on behalf of one party to the other party in connection with this Agreement that (a) the disclosing party identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information does not include information that (a) was previously known without restriction; (b) becomes publicly available through no fault of the receiving party; (c) is disclosed by a third party without restriction; or (d) is independently developed without access to Confidential Information.

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13. ​Representations and Warranties

Mutual. Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; (b) it has the legal power and authority to enter into this Agreement; (c) this Agreement is legally binding upon it; and (d) it will comply with all applicable laws in performing its obligations or exercising its rights under this Agreement.

From Developer. You represent and warrant that you, your employees, contractors, and agents, and anyone else submitting Developer Content each have and will continue to have all rights necessary to submit or make available Developer Content to the Services and to allow the use of Developer Content as described in this Agreement.

From Subtotal. We represent and warrant that we will not materially reduce the general functionality of the Services during the Subscription Period.

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14. Disclaimer of Warranties

We make no guarantees that the Services will always be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections. The Services are provided “as is” and “as available.” The warranties in Section 13 (Representations and Warranties) do not apply to any misuse or unauthorized modification of the Services, or to any product or service provided by anyone other than Subtotal.

Except for the warranties made in Section 13 (Representations and Warranties), each party disclaims all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by applicable law.

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15. Indemnification

Protection by Subtotal. Subtotal will indemnify, defend, and hold harmless Developer, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, and agents from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim, suit, or proceeding by a third party against Developer to the extent such claim is based upon an allegation that the Services, when used by Developer in accordance with the terms of this Agreement, violates, misappropriates, or otherwise infringes such third party’s intellectual property rights.

Protection by Developer. Developer will indemnify, defend, and hold harmless Subtotal from and against all Losses that arise from or relate to any claim, suit, or proceeding by a third party against Subtotal to the extent such claim (a) is based upon an allegation that Developer Content, when used according to the terms of this Agreement, violates, misappropriates, or otherwise infringes such third party’s intellectual property rights; or (b) arises from or relates to Developer’s breach or alleged breach of Section 6 (End User Data) or Section 8 (Restrictions) of this Agreement.

Procedure. The indemnifying party’s obligations in this section are contingent upon the protected party: (a) promptly notifying the indemnifying party, in writing, of each claim for which it seeks protection; (b) providing reasonable information and assistance to the indemnifying party at the indemnifying party’s expense; and (c) giving the indemnifying party sole control over the defense and settlement of any claim, provided that the protected party may participate in such defense and settlement at its own expense. The indemnifying party may not agree to any settlement of a claim that contains an admission of fault or otherwise materially and adversely affects the protected party without the prior written consent of the protected party.

Exclusions. Subtotal’s obligations as an indemnifying party will not apply to any claims that result from: (a) unauthorized uses or modifications of the Services; (b) uses or modifications that were made in accordance with your instructions; (c) use of the Services in combination with products, processes, or materials not provided by Subtotal; (d) use of an old version of the Services where use of a newer version would have avoided the claim; or (e) your continuing to engage in allegedly infringing activity after being notified thereof.

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16. ​Limitation of Liability

Except for the parties’ indemnification obligations and any breaches by you of Section 6 (End User Data) or Section 8 (Restrictions), neither party (or its directors, employees, agents, or partners) shall be liable to the other party (whether in contract, tort, or otherwise) with respect to this Agreement for: (a) any indirect, incidental, punitive, or consequential damages; (b) lost profits or revenues (whether direct or indirect); or (c) any direct damages in excess of the fees (in the aggregate) paid or payable by you to Subtotal in the twelve (12) months preceding the event giving rise to the claim.

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17. General Provisions

Entire Agreement. This Agreement is the only agreement between the parties about its subject matter, and supersedes all prior or contemporaneous statements (whether in writing or not) about its subject matter.

Governing Law and Chosen Courts. This Agreement (and any interpretations and disputes relating to this Agreement) shall be governed by and construed in accordance with the laws of Delaware, excluding its conflict of law rules. Any dispute relating to this Agreement shall be brought in the state or federal courts located in Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts.

Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

Publicity. We may identify you and use your name and logo in marketing to identify you as a user of our Services.

Consent to Electronic Communications. You consent to receive emails and other electronic communications from us about your account, service updates, new features, marketing materials, and other information about Subtotal and the Services.

Force Majeure. Neither party will be liable for a delay of or failure to perform its obligations under this Agreement if caused by a force majeure event. However, this section does not excuse your obligation to pay fees as set forth in Section 2 (Purchases and Payment) of this Agreement.

Modifications, Severability, and Waiver. Any waiver, modification, or change to this Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is found to be invalid or unenforceable by a court or other governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise any right in this Agreement will not constitute a waiver by that party of the term or right.

For any questions, please contact Subtotal at support@subtotal.com.