Master Subscription Agreement

This Master Subscription Agreement (“Agreement”) is entered into by and between SoloFire, Inc., a Delaware corporation (“SoloFire”), and the entity identified in the applicable Order Form (“Customer”). This Agreement governs Customer’s access to and use of the Services (defined below).

This Agreement is effective as of the Effective Date set forth in the applicable Order Form.

  • DEFINITIONS
      1. “Authorized Users” means employees, contractors, or agents of Customer authorized to access and use the Services on Customer’s behalf.
      2. “Customer Data” means data, content, and materials submitted to the Services by or on behalf of Customer, including files, presentations, marketing materials, business contact information, and related metadata.
      3. “Documentation” means SoloFire’s standard user documentation made available to Customer.
      4. “Order Form” means an ordering document referencing this Agreement and executed by the parties.
      5. “Security Incident” means unauthorized access to or acquisition of Customer Data resulting from a failure of SoloFire’s security measures.
      6. “Services” means SoloFire’s hosted software platform, including web-based services, mobile applications, desktop applications, APIs, and related functionality provided under this Agreement.
      7. “Subscription Term” means the subscription period specified in an Order Form, including any Renewal Term.
  • SERVICES & ACCESS RIGHTS
    1. Provision of Services. Subject to this Agreement and the applicable Order Form, SoloFire grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer’s internal business purposes.
    2. Authorized Users and Seats. Access is limited to the number of seats purchased under the applicable Order Form. Seats may be reassigned among individuals, provided that the total number of concurrent Authorized Users does not exceed the number purchased. Customer is responsible for all activities conducted through its Authorized Users and for maintaining the confidentiality of account credentials.

Upon reasonable prior written notice and no more than once annually (unless a prior review identified material non-compliance), SoloFire may verify Customer’s compliance with the seat limitations set forth in this Agreement through reasonable documentation review or written certification by Customer. Any such review will be conducted during normal business hours in a manner designed to minimize disruption to Customer’s operations. If Customer has exceeded the number of purchased seats, Customer shall promptly purchase additional subscriptions covering such excess usage and pay the applicable fees retroactively to the date the excess use began. If excess usage exceeds five percent (5%) of the number of seats purchased, Customer shall reimburse SoloFire for reasonable verification costs.

  1. Service Modifications. SoloFire may update, enhance, modify, or discontinue features of the Services from time to time in the ordinary course of business. SoloFire will not materially reduce the overall functionality of the Services during an active Subscription Term, except where such modification is required for security, legal, regulatory, or third-party dependency reasons. Nothing in this Agreement obligates SoloFire to provide any specific future functionality or features.
  • SUPPORT. During the applicable Subscription Term, SoloFire will provide standard support for the Services consisting of email-based technical support and access to online documentation and knowledge resources. Support is provided during SoloFire’s normal business hours (Mountain Time), excluding holidays. SoloFire may also provide onboarding assistance, including a remote administrator training session and optional end-user training, as described in the applicable Order Form or as otherwise agreed in writing.

SoloFire will use commercially reasonable efforts to respond to support inquiries in a timely manner; however, SoloFire does not guarantee specific response or resolution times and does not provide service level agreements or uptime commitments unless expressly set forth in a separate written agreement. Support does not include custom development, on-site implementation, or ongoing consulting services, unless separately agreed in a written statement of work.

  • RESTRICTIONS. Customer shall not, and shall not permit any third party to:
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services;
  • Scrape, harvest, or extract data from the Services other than Customer Data;
  • Publish or disclose benchmarking or performance results without SoloFire’s prior written consent;
  • Use the Services to develop, train, or assist in creating a competing product or service;
  • Resell, sublicense, distribute, or white-label the Services;
  • Circumvent or exceed seat limitations;
  • Introduce malware, harmful code, or security vulnerabilities into the Services; or
  • Use the Services in violation of applicable law or regulations.
  • FEES & PAYMENT
    1. Fees. Customer shall pay the fees set forth in the applicable Order Form.
    2. Prepayment. All fees are prepaid unless otherwise specified. Services will commence only upon receipt of payment.
    3. Renewal. Subscriptions automatically renew for successive terms of equal length unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the current Subscription Term.

Renewal fees will increase automatically by three percent (3%) annually unless otherwise agreed in writing.

If renewal fees are not paid prior to the start of the Renewal Term, SoloFire may suspend access and the subscription will not renew.

  1. No Refunds. All fees are non-refundable.
  2. Late Payment; Suspensions. If Customer fails to pay any undisputed amount when due, such amount will accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. Customer shall reimburse SoloFire for reasonable costs of collection, including attorneys’ fees, incurred in recovering overdue amounts.

If any undisputed fees remain unpaid for thirty (30) days after the applicable due date, SoloFire may, upon written notice, suspend Customer’s access to the Services until all overdue amounts are paid in full. Suspension shall not relieve Customer of its obligation to pay fees accrued or payable during the applicable Subscription Term. SoloFire may terminate this Agreement for material breach if non-payment continues for thirty (30) days following suspension.

  • TERM & TERMINATION
    1. Term. This Agreement remains in effect for the duration of any active Order Form.
    2. Termination for Breach. Either party may terminate this Agreement for material breach if the breach is not cured within thirty (30) days after written notice.
    3. Immediate Suspension. SoloFire may immediately suspend access to the Services if:
  • Customer violates Section 3 (Restrictions);
  • Continued access poses a security risk;
  • Required by law or governmental authority; or
  • Customer fails to pay fees when due.
  1. Effect of Termination. Upon termination or expiration:
    1. Customer’s access to the Services will be disabled;
    2. Customer Data will remain available for export for ninety (90) days; and 
    3. After ninety (90) days, Customer Data will be permanently deleted.
  • CUSTOMER DATA & PRIVACY
    1. Ownership. Customer retains ownership of Customer Data.
    2. Processing. SoloFire processes Customer Data solely to:
      1. Provide and support the Services;
      2. Improve functionality; and 
      3. Generate aggregated and anonymized analytics.

SoloFire does not use Customer Data to train generalized or third-party AI models.

  1. Subprocessors. Customer acknowledges and agrees that SoloFire may engage third-party service providers, including hosting providers, analytics providers, and infrastructure vendors, to assist in providing the Services (“Subprocessors”). SoloFire remains responsible for the performance of its Subprocessors in accordance with this Agreement. SoloFire will require Subprocessors to maintain appropriate confidentiality and security protections consistent with the nature of the Services. A current list of Subprocessors will be made available upon request.
  2. Prohibited Data. Customer shall not upload, transmit, or otherwise make available through the Services: (i) protected health information as defined under the Health Insurance Portability and Accountability Act, unless the parties have entered into a separate written business associate agreement; (ii) payment card information subject to PCI-DSS requirements; (iii) government-issued identification numbers, financial account numbers, or authentication credentials not necessary for the Services; (iv) biometric identifiers; (v) personal data relating to children under the age of 16; or (vi) any special categories of personal data as defined under applicable data protection laws, including data revealing racial or ethnic origin, political opinions, religious beliefs, health status, or sexual orientation, except where expressly agreed in writing. Customer is solely responsible for ensuring that Customer Data does not include prohibited data.
  3. Data Processing Addendum. If required by applicable law, the parties shall enter into SoloFire’s standard Data Processing Addendum. 
  • CONFIDENTIALITY. Each party (the “Receiving Party”) may receive Confidential Information of the other party (the “Disclosing Party”) in connection with this Agreement. “Confidential Information” means any non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation business plans, pricing, product information, technical data, Customer Data, and the terms of this Agreement. The Receiving Party agrees to use the Disclosing Party’s Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement and to protect such Confidential Information using the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care. The Receiving Party may disclose Confidential Information only to its employees, contractors, advisors, and affiliates who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the Receiving Party without restriction prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it may do so provided it gives prompt notice to the Disclosing Party (unless legally prohibited) and cooperates, at the Disclosing Party’s expense, in seeking protective treatment. Upon termination or expiration of this Agreement, each party will return or destroy the other party’s Confidential Information, except that copies may be retained as required for legal or compliance purposes subject to ongoing confidentiality obligations. The obligations in this Section shall survive termination of the Agreement for a period of five (5) years, except that obligations relating to trade secrets shall survive for so long as such information remains a trade secret under applicable law.
  • SECURITY. SoloFire maintains commercially reasonable administrative, technical, and organizational safeguards. 
      1. Notification. SoloFire will notify Customer without undue delay following confirmation of a Security Incident. Notification is not required for unsuccessful attempts or incidents caused by Customer. Notification does not constitute admission of liability. 
  • INTELLECTUAL PROPERTY. SoloFire retains all right, title, and interest in the Services, Documentation, analytics models, and related technology. SoloFire retains ownership of aggregated, anonymized, and derivative analytics. Feedback provided by Customer may be used by SoloFire without restriction.

Customer owns Customer Data and reports generated specifically for Customer’s use. Customer grants SoloFire a worldwide, non-exclusive license to use Customer Data solely to provide the Services.

  • INDEMNIFICATION
      1. By SoloFire. SoloFire shall defend Customer against any third-party claim, suit, or proceeding alleging that the Services, as provided by SoloFire and used in accordance with this Agreement, infringe or misappropriate such third party’s intellectual property rights, and SoloFire shall indemnify and hold harmless Customer from any damages, costs, and expenses (including reasonable attorneys’ fees) finally awarded against Customer by a court of competent jurisdiction or agreed to in settlement by SoloFire in connection with such claim. SoloFire shall have no obligation under this Section to the extent the claim arises from: (a) Customer Data; (b) modifications to the Services not made by SoloFire; (c) use of the Services in combination with products, services, or materials not provided by SoloFire; (d) use of the Services in violation of this Agreement; or (e) use of an outdated version of the Services where a current, non-infringing version was made available. If the Services are, or in SoloFire’s reasonable opinion are likely to become, the subject of an infringement claim, SoloFire may, at its option and expense, procure the right for Customer to continue using the Services, replace or modify the Services to make them non-infringing without materially reducing functionality, or terminate the affected Services and refund any prepaid fees covering the remaining unused portion of the applicable Subscription Term. This Section sets forth SoloFire’s sole and exclusive liability, and Customer’s sole and exclusive remedy, with respect to any claim of intellectual property infringement.
      2. By Customer. Shall defend SoloFire against any third-party claim, suit, or proceeding arising from or relating to (i) Customer Data, including any allegation that Customer Data infringes or misappropriates third-party rights; (ii) Customer’s use of the Services in violation of this Agreement or applicable law; or (iii) Customer’s business operations or products independent of the Services, and Customer shall indemnify and hold harmless SoloFire from any damages, costs, and expenses (including reasonable attorneys’ fees) finally awarded or agreed to in settlement in connection with such claim.
      3. Indemnification Procedure. The indemnified party shall promptly notify the indemnifying party in writing of any claim subject to indemnification, provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced by such failure. The indemnifying party shall have sole control of the defense and settlement of the claim, provided that it may not settle any claim in a manner that admits fault or imposes non-monetary obligations on the indemnified party without that party’s prior written consent (not to be unreasonably withheld). The indemnified party shall reasonably cooperate in the defense at the indemnifying party’s expense.
  • DISCLAIMER OF WARRANTIES. Except as expressly provided in this Agreement, the Services and all related software, applications, documentation, analytics, reports, and materials are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, SoloFire disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, and any warranties arising from course of dealing or usage of trade. SoloFire does not warrant that the Services will be uninterrupted, error-free, secure, or free from harmful components, or that any defects will be corrected.

SoloFire does not warrant that the Services will meet Customer’s specific business, regulatory, or compliance requirements. Customer is solely responsible for determining whether the Services satisfy applicable legal or regulatory obligations in its industry, including without limitation requirements applicable to medical device, life sciences, healthcare, or other regulated sectors. SoloFire does not provide legal, regulatory, or compliance advice, and no information provided through the Services shall be construed as such.

SoloFire makes no representation or warranty regarding the accuracy, completeness, reliability, or usefulness of any analytics, insights, or reports generated through the Services. Any decisions made by Customer based on the Services are Customer’s sole responsibility. SoloFire does not guarantee any particular business results, sales outcomes, engagement metrics, or performance improvements arising from use of the Services.

Customer acknowledges that the Services may depend on third-party infrastructure, networks, and integrations outside of SoloFire’s control, and SoloFire shall not be responsible for failures or delays attributable to such third parties.

The foregoing disclaimers shall not limit any express warranties set forth in this Agreement and shall not apply to the extent prohibited by applicable law.

  • LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, except for Excluded Claims (as defined below), each party’s total aggregate liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total fees paid or payable by Customer to SoloFire under the applicable Order Form in the twelve (12) months preceding the event giving rise to the claim. Notwithstanding the foregoing, with respect to liability arising from a Security Incident involving Customer Data resulting from SoloFire’s failure to implement commercially reasonable security measures, SoloFire’s total aggregate liability shall not exceed two (2) times the fees paid or payable by Customer to SoloFire in the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of goodwill, or loss of data, even if advised of the possibility of such damages and regardless of the theory of liability.

The limitations set forth in this Section shall not apply to (i) a party’s indemnification obligations under this Agreement, (ii) a party’s breach of its confidentiality obligations, (iii) a party’s gross negligence or willful misconduct, or (iv) Customer’s payment obligations (all the “Excluded Claims”). Each party acknowledges that the fees set forth in the applicable Order Form reflect the allocation of risk contemplated by this Agreement and that SoloFire would not enter into this Agreement without these limitations.

  • EXPORT CONTROL & SANCTIONS. Customer acknowledges that the Services, including any related software, technical information, and documentation, may be subject to United States export control and economic sanctions laws and regulations, including without limitation the U.S. Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), as well as applicable export control and sanctions laws of other jurisdictions. Customer agrees to comply with all applicable export control and economic sanctions laws in connection with its access to and use of the Services.

Customer represents and warrants that (i) it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. embargo or sanctions; (ii) it is not listed on, and is not owned or controlled by any person or entity listed on, any U.S. government restricted party list, including the OFAC Specially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce Denied Persons List; and (iii) it will not permit any Authorized User to access or use the Services in violation of applicable export control or sanctions laws. Customer shall not export, re-export, transfer, or otherwise make available the Services, directly or indirectly, to any country, person, or entity in violation of applicable export control or sanctions laws.

SoloFire may suspend or terminate access to the Services without liability if SoloFire reasonably determines that Customer’s use of the Services may violate applicable export control or sanctions laws.

  • PUBLICITY. SoloFire may identify Customer as a customer and use Customer’s name and logo in marketing materials and on its website, subject to Customer’s brand guidelines. Customer may opt out in writing.
  • SURVIVAL. The provisions of this Agreement that by their nature should survive termination or expiration shall survive, including without limitation Sections relating to Fees and Payment (to the extent of accrued obligations), Restrictions, Confidentiality, Intellectual Property, Indemnification, Disclaimer of Warranties, Limitation of Liability, Export Control and Sanctions, Publicity, Governing Law, and this Survival Section. Termination or expiration of this Agreement shall not relieve either party of any obligations accrued prior to the effective date of termination.
  • ASSIGNMENT. Neither party may assign this Agreement without the other party’s consent, except in connection with a merger, acquisition, or sale of substantially all assets.
  • GOVERNING LAW. This Agreement is governed by the laws of the State of Delaware. All disputes shall be resolved exclusively in the state or federal courts located in Delaware. Each party waives any right to a jury trial.
  • ENTIRE AGREEMENT; ORDER OF PRECEDENCE. This Agreement, together with all executed Order Forms and any Data Processing Addendum entered into by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral. In the event of a conflict between this Agreement and an Order Form, the terms of the Order Form shall control solely with respect to that Order Form. In the event of a conflict between this Agreement and an executed Data Processing Addendum, the Data Processing Addendum shall control solely with respect to data protection matters.

No additional or different terms contained in any purchase order, procurement portal, vendor onboarding document, or other document issued by Customer shall be binding on SoloFire, even if acknowledged or referenced, unless expressly agreed in a writing signed by an authorized representative of SoloFire. Any such additional or inconsistent terms are hereby rejected.

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties. Electronic signatures and electronically exchanged copies shall be deemed originals and shall be binding.

  • SEVERABILITY. If any provision is held unenforceable, the remaining provisions remain in effect.