This Software-as-a-Service Master Subscription & Services Agreement (together with all schedules, exhibits, and any associated Order Forms, Self-Serve Plans, or Statements of Work (SOW), this “Agreement”) governs access to and use of the Subscription Services (defined below) provided by Sublime Technologies, Inc., a Delaware corporation (“Provider” or “Sublime”).

Customer means any individual or entity that accesses or uses the Subscription Services and thereby accepts this Agreement—whether by clicking an “I Agree” (or similar) button, completing an online checkout, or executing an Order Form or SOW.

Provider and Customer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” The Effective Date is defined below. 

“Effective Date” means (a) for a Self-Serve Plan, the calendar date on which Customer completes the online sign-up and payment process with Sublime Technologies, Inc., and (b) for any Order Form or SOW, the calendar date on which the last Party signs that document.

‍“Subscription Services” means the proprietary software-as-a-service offerings that Provider makes available to Customer either (a) under a Self-Serve Plan purchased via Sublime Technologies, Inc. property or (b) as expressly stated in an executed Order Form.

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‍1. WHEREAS CLAUSES
1.1 Provider offers access to certain proprietary software-as-a-service offerings and related professional services.
1.2 Customer desires to subscribe to such offerings and receive such services subject to the terms and conditions of this Agreement, and Provider desires to provide the same.

‍NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

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‍2. ORDERS, SELF-SERVE SUBSCRIPTIONS & STATEMENTS OF WORK
2.1 Ordering Mechanisms.
 (a) Self-Serve Plan. When Customer purchases a subscription through the on-line checkout flow for accessing a Sublime Technologies, Inc. product, Customer agrees to comply with—and pay—the plan tier, usage parameters, and Fees displayed there, which constitute the Parties’ binding commercial terms unless superseded by a separately executed Order Form.
 (b) Enterprise Order Form. Alternatively, the Parties may execute a written or electronic Order Form specifying the Subscription Services, usage parameters, Fees, and any other commercial terms. Each Order Form is effective only when executed by both Parties and expressly incorporates this Agreement.

‍2.2 Optional Statements of Work (“SOWs”). From time to time the Parties may enter into mutually agreed SOWs describing optional professional, onboarding, or implementation services. An SOW is not required for a Self-Serve Subscription and becomes effective only when executed by both Parties; each SOW is deemed part of this Agreement.

‍2.3 Order of Precedence.
(i) If Customer has executed an Order Form that states it overrides this Agreement, that Order Form governs the conflicting subject matter.
(ii) Otherwise, this Agreement governs.
(iii) For Self-Serve Subscriptions, the plan-specific commercial terms displayed at Pricing Page govern economic terms only and do not modify the legal terms of this Agreement.

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‍3. ACCESS AND LICENSE GRANTS
3.1 Provision of Access. Subject to the terms and conditions of this Agreement and the applicable Order, Provider will make the Subscription Services available to Customer via a hosted environment beginning on the delivery date specified in the Order.

‍3.2 Subscription License. Provider grants Customer a non-exclusive, non-transferable, worldwide right during the applicable Service Term to access and use the Subscription Services for Customer’s internal business purposes, solely in accordance with the documentation and usage limits stated in the Agreement.

‍3.3 Documentation & API License. Provider grants Customer a non-exclusive license during the Service Term to use documentation provided by Provider and any application programming interface (API) materials solely in support of Customer’s authorized use of the Subscription Services.

‍3.4 Restrictions. Except as expressly permitted, Customer shall not (and shall not allow any third party to): (a) sublicense, resell, or otherwise commercially exploit the Subscription Services; (b) copy, modify, or create derivative works; (c) reverse engineer or attempt to discover source code; or (d) remove proprietary notices.

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‍4. FEES AND PAYMENT
4.1 Customer shall pay the fees set forth in each Order or SOW (collectively, the “Fees”).
(a) Self-Serve Plans. Fees for a Self-Serve Plan are charged automatically to Customer’s designated payment method (i) at the time of initial checkout and (ii) on each subsequent renewal date of the applicable subscription term. All such charges are processed without further invoice and, except as required by law, are non-refundable. All fees and charges are non-refundable.
(b) Order Forms. Unless otherwise stated in the applicable Order Form, Fees are invoiced annually in advance and are due net thirty (30) days from the invoice date. All fees and charges are non-refundable.

‍4.2 Late Payments. Late undisputed payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

‍4.3 Taxes. Fees are exclusive of taxes; Customer is responsible for all sales, use, VAT, and similar taxes excluding taxes based on Provider’s net income.

4.4 Customer must maintain a valid payment method on file at all times; failure to do so is a material breach.

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‍5. CONFIDENTIALITY
5.1 Confidentiality. In connection with this Agreement, each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including trade secrets, know-how, business plans, strategies, customers, pricing, and technology, whether or not marked “confidential.” Without limiting the foregoing: (a) all Customer Data (including any Personal Information) is Customer Confidential Information; and (b) the Subscription Services, related documentation, Provider’s product road-map, pricing, usage data, and Aggregated Statistics are Provider Confidential Information; and (c) the existence and financial terms of this Agreement are Confidential Information of both Parties.

‍5.2 Exclusions. Confidential Information does not include information the Receiving Party can demonstrate by written record: (i) was lawfully known to it without restriction before disclosure; (ii) becomes publicly available through no breach of this Agreement; (iii) is received from a third party free of any duty of confidentiality; or (iv) was independently developed without use of the Disclosing Party’s Confidential Information.

‍5.3 Obligations. During the Term and for one (1) year thereafter, the Receiving Party will: (a) use Confidential Information only to fulfil this Agreement; (b) not disclose Confidential Information except to its affiliates, employees, contractors, or advisers who need to know and are bound by obligations at least as protective; (c) protect Confidential Information with the same degree of care it uses for its own information of similar sensitivity (and no less than reasonable care); (d) promptly notify the Disclosing Party of any unauthorised use or disclosure; and (e) remain responsible for any breach by its representatives.

‍5.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information, it will (where legally permitted) give prompt notice to the Disclosing Party and reasonably cooperate (at the Disclosing Party’s cost) with efforts to seek confidential treatment. The Receiving Party will disclose only the portion legally required to be disclosed.

‍5.5 Return or Destruction. Upon written request or termination of this Agreement, each Party will promptly return or permanently delete the other Party’s Confidential Information and certify deletion, except for copies retained in routine backups or as required by law.

‍5.6 Survival. This § 5 survives any termination or expiry of the Agreement for the period stated in § 5.3, and for trade secrets as long as they remain trade secrets under applicable law.


‍6. INTELLECTUAL PROPERTY; CUSTOMER DATA
6.1 Reservation of Rights. Except for the licenses expressly granted, neither Party grants the other any rights to any intellectual property.

‍6.2 Customer Data License. Customer grants Provider a non-exclusive right to process Customer-provided data solely to provide the Services. Provider may generate de-identified Aggregated Statistics for product improvement and benchmarking.


‍7. MARKETING & PUBLICITY
‍Customer hereby grants Provider the right to list Customer’s name and logo on Provider’s website (including all brands under Sublime Technologies, Inc.) and in standard sales presentations, to identify Customer as a client of Provider. Provider may also develop and publicly release a written or video case study describing Customer’s use of the Subscription Services, provided that Provider obtains Customer’s prior written approval of the content (not to be unreasonably withheld or delayed). Customer may revoke such consent for future materials upon thirty (30) days’ written notice.


‍8. WARRANTIES; DISCLAIMER
8.1 Mutual Warranties. Each Party represents that it is duly organized and has authority to enter into this Agreement.

‍8.2 Provider Warranty. Provider warrants that the Subscription Services will materially conform to the documentation and that professional services will be performed in a professional and workman-like manner.

‍8.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS.” PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


‍9. INDEMNIFICATION
9.1 Provider Indemnity. Provider will defend Customer against claims that the Subscription Services infringe third-party intellectual-property rights and will pay resulting damages, subject to standard exclusions (e.g., combinations, misuse, Customer-provided materials).

‍9.2 Customer Indemnity. Customer will defend Provider against claims arising from Customer’s breach of Section 3.4 or Customer Data infringing third-party rights.


‍10. LIMITATIONS OF LIABILITY
10.1 Exclusion of Certain Damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

‍10.2 Cap. PROVIDER’S AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. Customer’s aggregate liability is capped at two (2) times that amount.


‍11. PAYMENT-PROCESSING & TRANSACTION FEES
11.1 Third-Party Processing Relationship. The Subscription Services enable Customer to submit payment transactions to a third-party acquiring bank or payment-processing platform selected by Provider (the “Processor”). Provider is not a bank, money transmitter, or Processor and does not hold, receive, or disburse settlement funds on Customer’s behalf. Customer’s ability to accept card or alternative-payment transactions is governed by a separate merchant or payment-services agreement between Customer and the Processor (the “Merchant Account Agreement”). This Agreement supplements—but does not replace—that Merchant Account Agreement. If the Merchant Account Agreement terminates or is suspended, Provider may immediately suspend the Payment-Processing functionality of the Subscription Services.

‍11.2 Transaction Fees. In addition to any Subscription Fees, Customer shall pay the “Transaction Fees” listed on Provider’s Pricing Page (or applicable Order Form) for each transaction that Provider routes to the Processor on Customer’s behalf. Provider may (a) deduct Transaction Fees from settlement funds before the Processor pays Customer or (b) charge them to Customer’s payment method on file. Provider may update Transaction Fees at any time by posting revised pricing— continued use after the effective date constitutes acceptance; continued use of Payment-Processing functionality after the notice period constitutes acceptance of the new rates.

‍11.3 Settlement; Right of Offset. All settlement funds are paid by the Processor to Customer in accordance with the Merchant Account Agreement. If any amounts payable to Provider under this Agreement become past due, Provider may instruct the Processor to offset such amounts against Customer’s future settlement funds or to debit Customer’s depository account.

‍11.4 Chargebacks, Refunds & Reserves. Customer is solely responsible for chargebacks, refunds, reversals, or fines assessed by card networks or the Processor. Provider may require Customer to maintain a reserve (held by the Processor) reasonably calculated to cover anticipated chargebacks or fines. Provider may increase or release the reserve at any time based on Customer’s chargeback or fraud risk profile.

‍11.5 Compliance Obligations. Customer must: (a) comply with all applicable card-network rules, anti-money-laundering (“AML”) and sanctions laws, and any security standards (including PCI-DSS) required by the Processor; (b) provide accurate transaction data and maintain true, complete records; and (c) submit any compliance-related document (for example, PCI-DSS attestations, KYC/KYB forms, or required merchant acknowledgments) no later than the earlier of (i) thirty (30) calendar days after Provider’s request or (ii) any deadline expressly stated in that request. Provider may request— and Customer must promptly provide—proof of compliance (e.g., PCI-DSS Attestation of Compliance). If Customer fails to meet the foregoing deadline, Provider may assess a compliance-documentation fee of USD $50 per calendar month (prorated for any partial month) beginning on the day after the missed deadline and continuing until the required document is fully completed and delivered. This fee is in addition to all other Fees and remedies available under this Agreement and under the Merchant Account Agreement.

‍11.6 Fraud Monitoring & Suspicious Activity. Provider may monitor transactions for fraud indicators and may suspend the Payment-Processing functionality, block specific transactions, or require additional verification if Provider reasonably suspects fraudulent, high-risk, or illegal activity. Provider is not liable to Customer or any third party for losses arising from such protective actions.

‍11.7 Processor-Imposed Actions. The Processor may suspend or terminate Customer’s Merchant Account or impose additional requirements (including reserves or rolling holds). Provider is not responsible for any such Processor-imposed actions but will use commercially reasonable efforts to relay relevant notices to Customer.

‍11.8 No Warranties; Limitation of Liability. Provider makes no representations or warranties regarding the Processor’s services, settlement timing, or transaction approval rates. Provider’s liability arising from or related to Payment-Processing functionality is capped and disclaimed in accordance with the “Limitations of Liability” article of this Agreement.

‍11.9 Survival. Sections 11.2 through 11.8 survive any termination of the Agreement until all outstanding Transaction Fees, chargebacks, fines, and reserves have been fully paid or released.


‍12. TERM AND TERMINATION
12.1 Term of Agreement. This Agreement commences on the Effective Date and continues until terminated as provided herein.

‍12.2 Service Term. Each Order specifies an initial subscription term, which will automatically renew for successive one-year periods unless either Party gives thirty (30) days’ prior written notice of non-renewal.

‍12.3 Termination for Cause. Either Party may terminate this Agreement or any Order for material breach not cured within thirty (30) days after written notice.

‍12.4 Effect of Termination. Upon termination of an Order, Customer’s rights to the Subscription Services thereunder cease and Customer shall pay all outstanding Fees. Provider will make Customer Data available for secure download for thirty (30) days after termination, after which Provider may delete such data.


‍13. GENERAL
13.1 Independent Contractors. The Parties are independent contractors; nothing creates a partnership or agency.

‍13.2 Governing Law; Arbitration. This Agreement is governed by the laws of the State of Delaware, excluding its conflicts principles. All disputes will be resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association in Wilmington, Delaware.

‍13.3 Notices. Notices must be in writing and delivered to the addresses first set forth above (with email copy to support@onesublime.com for Provider).

‍13.4 Assignment. Provider may assign this Agreement in connection with a merger or sale of substantially all assets. Customer may not assign this Agreement without Provider’s prior written consent.

‍13.5 Entire Agreement; Amendments. This Agreement (including Orders and any SOWs) constitutes the entire agreement between the Parties and supersedes all prior agreements. Any amendment must be in writing signed by both Parties.

‍13.6 Acceptance Without Signature. This Agreement is deemed executed and binding on the Effective Date when Customer (a) clicks an “I Agree,” “Accept,” or equivalent button, (b) signs an Order Form or SOW, or (c) first accesses or uses any portion of the Subscription Services—whichever occurs earliest. No wet-ink signature is required; electronic signatures and records, including click-through acceptance, constitute valid execution by both Parties.