1. Definitions
1.1. “Additional Usage Fees” means the fees payable by Customer, calculated at the per-purchase rate set forth in the applicable Order Form, for each End User Purchase in excess of the Included Usage specified in such Order Form. 1.2. “Authorized User” has the definition given in Section 3.1. 1.3. “Customer Account” has the definition given in Section 3.1. 1.4. “Customer Content” has the definition given in Section 5.2. 1.5. “End Users” means end users of Customer’s platform, products, or services. 1.6. “End User Data” means data acquired from or about End Users that is provided, uploaded, submitted, or otherwise collected through the Services and made available by Subtotal to Customer or its Service Providers, but only: (i) with respect to End User Purchases made during the Subscription Term; (ii) in accordance with any disclosure limitations or privacy preferences indicated by End Users; (iii) as limited by any disclosure preferences specified by Customer in the applicable Order Form; and (iv) as permitted by applicable law (including exclusions for data deemed “sensitive” under data protection laws). 1.7. “End User Purchase” means a purchase transaction made by an End User through a retailer account that the End User has linked to Customer’s application or website using the Services, where such transaction includes at least one product sold under a Subscribed Brand. 1.8. “Fees” has the definition given in Section 4.1. 1.9. “Included Usage” means the number of End User Purchases a Customer can access during the period of time specified in an Order Form without incurring Additional Usage Fees. 1.10. “Order Form” means an ordering document for the Services, including any online registration page, that references this Agreement and sets forth the applicable terms agreed between the parties. 1.11. “Renewal Term” has the meaning given in Section 14.1. 1.12. “Service Providers” means “service providers” and/or “processors” as such terms are defined under applicable data privacy and security laws. 1.13. “Subscribed Brand” means a brand for which Customer has purchased a subscription as indicated on an Order Form. 1.14. “Subscription Term” means the period of time specified in the applicable Order Form during which Customer is authorized to access and use the Services identified in that Order Form, together with any Renewal Terms.2. Services
2.1. Eligibility. You may use the Services only if you are able to form a binding contract with Subtotal (either on your own behalf or on behalf of the entity you represent), and only in compliance with the Agreement and all applicable local, state, national, and international laws, rules, and regulations. Any use of or access to the Services by individuals under the age of 18, except to view the Website, is strictly prohibited. The Services are also not available to any Customer previously removed from the Services by Subtotal. By registering a Customer Account or executing an Order Form, you represent and warrant that (a) you are at least 18 years of age, (b) you will use the Services in accordance with this Agreement and all applicable laws, and (c) if registering or executing an Order Form on behalf of a company or other entity, you are an authorized representative of and have the authority to bind such entity to this Agreement. 2.2. License. During the applicable Subscription Term 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 solely for your internal business purposes. 2.3. 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 or to commercially perform, distribute, or exploit the Services other than as expressly permitted; (e) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access or other technical 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) benchmark, test, or analyze the Services for competitive purposes; (j) use the Services for or with any activity prohibited by law; (k) 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 expressly permitted in this Agreement. Subtotal may restrict, delay, or limit any use of the Services, including the number or frequency of API calls or requests, that could damage, disable, overburden, impair, or otherwise interfere with the operation, security, integrity, or availability of the Services. Subtotal will use commercially reasonable efforts to notify Customer of any such restriction and will work in good faith with Customer to address Customer’s reasonable business needs while maintaining the stability and security of the Services. 2.4. Changes to the Services. Subtotal may make improvements and modifications to the Services from time to time, including by adding, modifying, or removing features or functionalities. If Subtotal makes a material change that reduces the overall functionality of the Services, Subtotal will provide Customer with prior notice. Subtotal will not be liable for any such modifications, provided that the Services continue to perform in all material respects as described herein.3. Customer Account
3.1. Authorized Users. Upon payment of any applicable Fees, we will provide you with access to an account through the Services (“Customer Account”). You may authorize certain of your employees, subcontractors, and other agents (collectively, “Authorized Users”) to access and use the Services on your behalf, provided that you shall remain fully responsible for all such access and use, including, without limitation, each Authorized User’s compliance with this Agreement, including the scope of the license, the use restrictions, and your confidentiality obligations. You will ensure that only Authorized Users use the Services through your Customer Account. You are responsible for any activity that occurs on your Customer Account, including with respect to Customer Content (other than as a result of Subtotal’s willful misconduct), and for keeping the Customer Account and login credentials secure. You agree to notify us immediately of any actual or suspected unauthorized use of the Services under or in connection with your Customer Account. 3.2. Service Providers. As a data controller under applicable data protection laws, Customer is responsible for the activities of any Service Providers that it authorizes to access, collect, or process End User Data on its behalf. Customer represents and warrants that it has obtained any legally required End User consent or has another lawful basis permitting Subtotal to disclose or make available End User Data to such Service Providers (or that such Service Providers have obtained such consent directly or have another lawful basis for accessing or receiving End User Data). 3.3. Account Suspension. Subtotal reserves the right to suspend, deactivate, or replace your Customer Account if it determines that the account has been, or may have been, used for an unauthorized purpose. To the maximum extent permitted by law, Subtotal will not be liable for any losses arising from the unauthorized use of a Customer Account.4. Fees; Payment
4.1. Fees. In consideration of the rights granted under this Agreement, Customer will pay Subtotal the base subscription fees set forth in the applicable Order Form (together with any Additional Usage Fees, the “Fees”). Each Order Form will specify the Included Usage and the time period applicable to such Included Usage. If Customer exceeds the Included Usage during such period, then beginning with the month in which such Included Usage is first exceeded, Customer will incur Additional Usage Fees, which will be invoiced and charged monthly in arrears. 4.2. Fee Increases. Subtotal may, in its sole discretion, increase the Fees for any Renewal Term by providing at least sixty (60) days’ prior written notice to Customer. Fees may also be adjusted if Customer no longer qualifies for a discount based on changes in the quantities purchased or the length of the Subscription Term. Except as expressly provided in this Agreement, all payments are non-cancelable and non-refundable. Any permitted suspension of the Services by Subtotal pursuant to the terms of this Agreement will not relieve Customer of its payment obligations. 4.3. Payment Terms. Unless otherwise specified in an Order Form, Subtotal will invoice and automatically charge Customer’s designated payment method (via Stripe or another platform selected by Subtotal) for Fees due on the Effective Date and on the same day of each subsequent month (or, if a month does not contain such day, on the last day of that month) during the Subscription Term. Customer’s payment obligations are absolute and not subject to any setoff claims or rights of offset of any kind. If any automatic payment of undisputed Fees is declined or otherwise fails, Customer will have ten (10) days from the due date to remedy such failure. Without limiting Subtotal’s other rights and remedies, if Customer does not cure within that period, then (a) Subtotal may suspend Customer’s access to the Services upon notice, (b) Subtotal may elect to charge interest on overdue amounts at a rate of 1.5% per month (or the maximum rate permitted by law), and (c) Customer will reimburse Subtotal for any reasonable third-party costs of collection, including attorneys’ and professionals’ fees. 4.4. Payment Disputes. If Customer believes that a charge has been made in error, Customer must notify Subtotal within thirty (30) days of the charge, specifying the basis of the dispute in reasonable detail. Failure to provide such notice will constitute a waiver of Customer’s right to dispute the charge. The parties will work together in good faith to resolve any payment disputes, and Customer will pay all undisputed amounts when due. 4.5. Taxes. Customer will be responsible for all duties, levies, and taxes (including sales tax) imposed on the Fees by any governmental authority, other than taxes based on Subtotal’s net income. All automatic charges and payments under this Agreement will be processed exclusive of such taxes. If applicable law requires Customer to withhold or deduct taxes (for example, international withholding taxes), Customer will pay such additional amounts as are necessary to ensure that Subtotal receives the full amount of Fees as if no such withholding or deduction had been required. Subtotal will provide Customer with any tax forms reasonably requested to reduce or eliminate applicable withholding or deduction obligations. If any portion of Customer’s activities is tax exempt, (i) Customer will provide Subtotal a copy of Customer’s exemption certificate, and (ii) this Section 4.4 will not apply to the extent Customer’s use of the Services falls within the scope of such exemption. 4.6. Free Trials & Promotions. Subtotal may offer the Services on a trial or promotional basis, free of charge or at a discounted rate. Any such trial or promotional subscription is subject to the applicable terms presented at sign-up and will terminate or automatically convert into a paid subscription in accordance with those terms and this Agreement. During the promotional period, your right to use the Services is limited and may be suspended or terminated at any time at Subtotal’s discretion. You may cancel your promotional subscription at any time during the promotional period by providing written notice to Subtotal. 4.7. Beta Services. From time to time, Subtotal may make available to Customer services or functionality that are not generally available to Subtotal customers or that are designated as alpha, beta, pilot, preview, or another pre-release designation (“Beta Services”). Beta Services are not part of the “Services” under this Agreement and may be modified, suspended, or discontinued at Subtotal’s sole discretion. Customer acknowledges and agrees that Beta Services (a) are provided solely on an “AS IS” and “AS AVAILABLE” basis; (b) are not final products and may contain defects, bugs, errors, or other issues; and (c) are provided without any warranties of any kind, express or implied. CUSTOMER ASSUMES ALL RISKS AND COSTS ASSOCIATED WITH ITS USE OF THE BETA SERVICES, INCLUDING WITHOUT LIMITATION ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION, OR DATA. Subtotal has no obligation to maintain or provide technical or other support for the Beta Services.5. Intellectual Property Ownership and Licenses
5.1. Services. The Services, including the text, graphics, images, and other content contained therein, and all intellectual property rights therein and thereto, are owned by Subtotal or our licensors. Except as explicitly stated in this Agreement, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors. 5.2. Customer Content. As between Subtotal and Customer, Customer owns all intellectual property rights in and to any data, information, or materials Customer (or Customer’s employees, contractors, or agents) provide, upload, or submit in the course of using the Services (the “Customer Content”). Customer hereby grants Subtotal a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to host, cache, store, reproduce, transmit, modify and otherwise use, the Customer Content (including Customer logos and brand names) to provide and improve the Services and related offerings. Without limiting the foregoing, you acknowledge and agree that Subtotal and its licensors may use Customer Content 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. 5.3. End User Data. Subtotal licenses certain rights in End User Data from End Users in order to provide the Services. Subject to the terms of this Agreement, Subtotal grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use such End User Data, at all times in compliance with applicable data privacy and security laws, solely to deliver personalized experiences that benefit End Users (e.g. rewards, promotions, rebates, and offers) and for Customer’s other internal, legitimate business purposes, and not for distribution or resale to third parties. For the avoidance of doubt, Customer may disclose End User Data to its Service Providers to the extent permitted under Section 6.2 and subject to the requirements set forth therein. 5.4. Feedback. Customer may from time to time provide suggestions, comments, or other feedback to Subtotal, including suggestions for product or service offerings, changes, improvements, or new functionality or capabilities (“Feedback”). Feedback is entirely voluntary, and Subtotal is not required to treat Feedback as Confidential Information of Customer and will be free to use Feedback and ideas generated from Feedback for the improvement of the Services and for Subtotal’s future product development and otherwise without restriction, attribution, or compensation to Customer. To the extent a license is required under Customer’s intellectual property rights to make use of the Feedback, Customer hereby grants Subtotal an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with Subtotal’s business, including the enhancement of the Services. 5.5. Reservation of Rights. Except as otherwise set forth in this Agreement, each party retains all right, title, and interest in and to its intellectual property.6. Data; Data Privacy
6.1. Customer Data. Subtotal will process any Personal Data (as defined in our Customer Privacy Policy) contained in the Customer Content in accordance with our Customer Privacy Policy. 6.2. End User Data and Service Providers. Customer and Subtotal shall each process End User Data as independent controllers in accordance with Subtotal’s Data Processing Addendum. Customer may permit certain Service Providers to access or obtain End User Data on its behalf where such Service Providers have integrated with the Services or where Customer instructs Subtotal to disclose End User Data to such Service Providers. Customer may also share End User Data directly with its Service Providers. In each such event, Customer represents and warrants that: (i) it has binding agreements in place with such Service Providers obligating them to process End User Data only on behalf of Customer; (ii) such Service Providers will at all times process End User Data in compliance with applicable data protection and security laws; and (iii) Customer is authorized to instruct Subtotal to disclose End User Data with such Service Providers. Customer is solely responsible for any misuse of End User Data by its Service Providers. Customer is also solely responsible for any unauthorized access to or use of End User Data provided to Customer or its Service Providers through the Services, unless such access or use is due to Subtotal’s gross negligence or willful misconduct. 6.3. Usage Data. Subtotal may collect data in connection with Customer’s use of the Services, such as account information and settings, billing history, usage details, operational status, authentication details, quality and performance metrics, and other technical information necessary to operate and maintain the Services (“Usage Data”). Customer acknowledges and agrees that Subtotal may use such Usage Data for business purposes related to the ongoing operation, development, and improvement of the Services. Subtotal will not disclose Usage Data to any third party unless it is (a) de-identified so that it does not identify Customer, its Authorized Users, or any other person and (b) aggregated with data across other Customers.7. Suspension
If Customer (a) fails to pay any undisputed Fees when due (including where automatic payment or charge attempts are unsuccessful); (b) breaches Section 2 of this Agreement (Services); or (c) uses the Services in a manner that negatively affects the Services or others, as determined by Subtotal in its reasonable discretion, then Subtotal may immediately suspend Customer’s (and Customer’s Authorized Users’) access to the Services, with or without notice. Subtotal may reinstate access in its sole discretion once the underlying issue has been resolved.8. Third-Party Services
The Services may contain links to, or integrations with, third-party websites, platforms, applications, or services (collectively, “Third-Party Services”). Customer’s access to and use of such Third-Party Services are governed solely by the applicable third party’s terms and conditions, and not by this Agreement. Subtotal does not own or control and is not responsible or liable for any aspect of such Third-Party Services, including without limitation their content, functionality, or practices, or for any harm, damages, or losses that may arise from Customer’s use of or interactions with any Third-Party Services.9. Confidentiality
9.1. 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. 9.2. 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, 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. 9.3. 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 9 (Confidentiality).10. Representations and Warranties
10.1. 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. 10.2. From Customer. If you are entering into this Agreement on behalf of a company or other entity, you represent and warrant that you have full authority to bind that entity to this Agreement. You further represent and warrant that you, your employees, contractors, and agents, and anyone else who submits or makes Customer Content available through the Services have, and will maintain, all rights necessary to do so and to permit Subtotal to use such Customer Content as described in this Agreement. You acknowledge that you are solely responsible for the accuracy, quality, and content of Customer Content and that Subtotal disclaims all liability with respect thereto. 10.3. From Subtotal. Subtotal warrants that the Services will perform in substantial conformity with the applicable documentation. In the event of a breach of this warranty, Customer’s sole and exclusive remedy, and Subtotal’s entire obligation, will be for Subtotal to use commercially reasonable efforts to correct the non-conformity or provide a reasonably equivalent work-around within a reasonable time after Subtotal receives written notice from Customer of the non-conformity. This warranty does not apply to errors or issues resulting from: (a) factors or events outside of Subtotal’s control; (b) use of the Services not in accordance with this Agreement or the documentation; or (c) modifications to the Services made by anyone other than Subtotal.11. Disclaimer of Warranties
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, (i) THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, AND (ii) SUBTOTAL DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SUBTOTAL DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. EACH PARTY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION OTHER THAN THOSE SET FORTH ABOVE IN SECTION 10. TO THE EXTENT THAT SUBTOTAL CANNOT LAWFULLY DISCLAIM EXPRESS, STATUTORY, OR IMPLIED WARRANTIES, THEN ALL SUCH WARRANTIES SHALL BE LIMITED TO THE TERM AND REMEDIES OF THE LIMITED WARRANTY IN SECTION 10 AND THE LIMITATIONS OF SECTION 12 SHALL APPLY.12. Indemnification
12.1. Subtotal’s Indemnification of Customer. Subtotal will indemnify, defend, and hold harmless Customer, 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 (a “Claim”) against Customer to the extent such Claim is based upon an allegation that the Services, when used by Customer in accordance with the terms of this Agreement, violate, misappropriate, or otherwise infringe such third party’s intellectual property rights. THE FOREGOING STATES SUBTOTAL’S SOLE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY AGAINST SUBTOTAL FOR ANY CLAIM THAT THE SERVICES INFRINGE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. 12.2. Customer’s Indemnification of Subtotal. Customer will indemnify, defend, and hold harmless Subtotal and its subsidiaries, agents, licensors, managers, employees, contractors, agents, officers, and directors from and against all Losses that arise from or relate to any Claim to the extent such Claim (a) is based upon an allegation that Customer Content, when used according to the terms of this Agreement, violates, misappropriates, or otherwise infringes such third party’s intellectual property rights; (b) arises from or relates to Customer’s or its Service Provider’s use of End User Data other than as expressly permitted hereunder or in breach of the representations and warranties set forth herein; (c) arises or relates to any breach by Customer of Section 2 (Services); or (d) arises from or relates to any agreement, written or otherwise, between Customer and an End User. 12.3. 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. Notwithstanding the foregoing, 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. 12.4. 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 Customer’s 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) Customer continuing to engage in allegedly infringing activity after being notified thereof.13. Limitation of Liability
13.1. Non-Direct Damages. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 2 (SERVICES) OR OF ITS OBLIGATIONS WITH RESPECT TO END USER DATA, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER FROM BREACH OF CONTRACT, BREACH OF WARRANTY, OR FROM NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER FORM OF ACTION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. 13.2. Aggregate Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 2 (SERVICES) OR OF ITS OBLIGATIONS WITH RESPECT TO END USER DATA, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID OR PAYABLE TO SUBTOTAL BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE RELEVANT CLAIM EXCEPT THAT SUBTOTAL’S TOTAL LIABILITY FOR ANY SERVICES PROVIDED FREE OF CHARGE IS LIMITED TO $100. 13.3. Acknowledgment. CUSTOMER ACKNOWLEDGES THAT THE FEES SPECIFIED IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT SUBTOTAL WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THE FOREGOING LIMITATIONS OF ITS LIABILITY AND THE WARRANTY DISCLAIMERS CONTAINED HEREIN.14. Term and Termination
14.1. Term. The term of the Agreement (the “Term”) shall commence on the Effective Date and, for paying Customers, shall continue until all Subscription Terms have expired or been terminated. Unless otherwise stated on an Order Form, at the end of the then-current Subscription Term, such Customer’s subscription shall automatically renew for an additional term (“Renewal Term”), unless either party notifies the other party of non-renewal at least forty-five (45) calendar days prior to the start of the next Renewal Term. For non-paying Customers, the Agreement will terminate once Customer has reached the number of End User Purchases allocated to the Prototype Plan, as specified on our Pricing Page. 14.2. Termination for Breach or Insolvency. In addition to any other remedy available under this Agreement or otherwise, either party may terminate this Agreement (i) in the event the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of written notification thereof from the non-breaching party, and (ii) upon written notice to the other party if the other party should enter into liquidation or become insolvent, or enter into receivership or bankruptcy. 14.3. Termination by Customer. Customer may terminate this Agreement for convenience by providing written notice to Subtotal within the period of time permitting such termination as specified in the applicable Order Form, if any (such period, the “Termination Window”). In the event of such termination, Subtotal will refund any prepaid Fees for Services covering the remainder of the Subscription Term. 14.4. Termination by Subtotal. Subtotal may terminate this Agreement and your access to the Services upon notice to you in the event that we determine we are required to do so by law. 14.5. Effect of Termination. Upon any expiration or termination of this Agreement, except as otherwise provided herein:- Customer’s rights and access to the Services will immediately cease; and
- Customer will immediately pay all Fees accrued through the date of termination. If Subtotal terminates the Agreement due to Customer’s uncured material breach in accordance with Section 14.2, all Fees for the remainder of the Subscription Term will become immediately due and payable. If Customer terminates under Section 14.3, or if Subtotal terminates under Section 14.4, Subtotal will refund any prepaid, unused Fees for the remainder of the Subscription Term.