Last Updated August 10, 2023
THIS SUBSKRIBE USER AGREEMENT (THIS “AGREEMENT”) GOVERNS YOUR USE AND ACCESS TO (A) THE WEBSITE LOCATED AT SUBSKRIBE.COM (TOGETHER WITH ANY SUCCESSOR WEBSITES, THE “SITE”, (B)THE CURRENT VERSION OF THE SUBSKRIBE SUBSCRIPTION SALES MANAGEMENT PLATFORM AND OTHER SUBSKRIBE SERVICES TO WHICH SUBSKRIBE GIVES YOU ACCESS AND (C) ALL SOFTWARE, DATA REPORTS, CONTENT, FEATURES AND FUNCTIONALITIES MADE AVAILABLE THROUGH ANY OF THE FOREGOING (COLLECTIVELY, THE “SERVICES”), WHICH ARE MADE AVAILABLE TO YOU BY SUBSKRIBE, INC., A DELAWARE CORPORATE (“SUBSKRIBE”, “WE” OR “OUR”). FOR PURPOSES OF THIS AGREEMENT, “YOU” OR “YOUR” MEANS YOU AS A USER OF THE SERVICES.
BY ACCEPTING THIS AGREEMENT, EITHER BY (I) USING OR ACCESSING THE SERVICES OR (II) CLICKING “I AGREE” (OR SIMILAR BUTTON OR CHECKBOX INDICATING ACCEPTANCE OF THIS AGREEMENT), YOU FULLY ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT IS EFFECTIVE AS OF YOUR ACCEPTANCE OF THIS AGREEMENT (THE “EFFECTIVE DATE”).
SUBSKRIBE RESERVES THE RIGHT, AT SUBSKRIBE’S SOLE DISCRETION, TO CHANGE OR MODIFY PORTIONS OF THIS AGREEMENT AT ANY TIME. IF SUBSKRIBE DOES THIS, SUBSKRIBE WILL POST THE CHANGES ON THIS PAGE AND WILL INDICATE AT THE TOP OF THIS PAGE THE DATE THIS AGREEMENT WAS LAST REVISED. YOU CAN REVIEW THE MOST CURRENT VERSION OF THIS AGREEMENT AT ANY TIME AT https://subskribe.com/terms-of-service. ANY CHANGES WILL BECOME EFFECTIVE WHEN POSTED. YOUR CONTINUED USE OF THE SERVICES AFTER CHANGES ARE POSTED CONSTITUTES YOUR ACCEPTANCE OF THE NEW AGREEMENT. WHILE WE WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF MATERIAL CHANGES TO THIS AGREEMENT, YOU SHOULD VISIT THIS PAGE BEFORE USING THE SERVICES EACH TIME TO SEE IF THERE HAVE BEEN ANY CHANGES TO THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THE AGREEMENT AS SO MODIFIED, YOUR ONLY REMEDY IS TO STOP USING THE SERVICES.
1. Your Use Under a Customer Account: Your use of the Services is subject to the terms and conditions agreed to by Your employer or another third-party entity (referred to herein as “Customer”) that has invited You to use the Services under such Customer’s subscription to the Services. Customer has separately agreed to a Master Services Agreement governing Customer’s use of the Services (the “MSA”). The MSA sets forth Customer’s rights with respect to data You submit or upload through the Services and Customer’s other choices and control over Your use of the Services.
a. AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU OF ANY POLICIES AND PRACTICES IMPLEMENTED BY CUSTOMER THAT MAY IMPACT YOUR USE OF THE SERVICES OR CUSTOMER’S USE OF YOUR DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AS REQUIRED FOR OUR USE OF YOUR DATA IN CONNECTION WITH OUR PROVISION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF YOUR DATA COMPLIES WITH APPLICABLE LAW; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU REGARDING YOUR USE OF THE SERVICES OR USE OF YOUR DATA.
2. Access to the Services: Subject to the terms and conditions hereof, Subskribe hereby grants You a non-exclusive, non-transferable, non-sublicensable right to use the Services (the “License”). You are responsible for maintaining the confidentiality of Your login, password, and account and for all activities that occur under Your login or account. Subskribe reserves the right to access Your account in order to respond to Your requests for technical support.
3. Conditions of Access and Use:
a. You agree to not use the Services to:
i. modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services;
ii. duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
iii. use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
iv. use the Services or any related materials to create a competitive product or service;
v. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services;
vi. violate any applicable local, state, national, or international law, or any regulations having the force of law;
vii. harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
viii. obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Services;
ix. introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
x. engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If You are blocked by Subskribe from accessing the Services (including by blocking Your IP address), You agree not to implement any measures to circumvent such blocking (e.g., by masking Your IP address or using a proxy IP address or virtual private network); or
xi. access or use the Services in any way not expressly permitted by this Agreement.
4. Your Data: You are solely responsible for all data, information, other materials that are uploaded, posted, delivered, provided, or otherwise transmitted or stored by or on Your behalf through the Services (collectively, “Your Data”). If any of Your Data contains personal information, we will use such information in accordance with our Privacy Policy.
a. You hereby grant us a non-exclusive, royalty-free, fully-paid worldwide license (with the right to sublicense to our subcontractors performing services for us and to third party service providers used by us in providing the Services) to access, use, reproduce and create derivative works of Your Data to provide the Services and (b) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other products and services we may offer. Additionally, we will be free at any time (including after You terminate Your access and use of the Services) to use and share Your Data in aggregated, de-identified form in connection with our conduct of its business, including to train our algorithms internally through machine learning techniques.
5. Feedback: You agree to provide feedback (including suggestions, comments for enhancements, functionality, or usability, etc.) (“Feedback”) to Subskribe on Your experience using the Services. Subskribe shall have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features, or functionality, and You hereby grant Subskribe the full, unencumbered right to incorporate and otherwise fully exploit Feedback in connection with Subskribe’s products and services.
6. Duration: This Agreement shall be in effect from the Effective Date until terminated in accordance with this Section 6. Either party may terminate this Agreement (i) for convenience upon thirty (30) days’ written notice to the other party or (ii) if the other party materially breaches this Agreement and such breach is not cured within ten (10) days after receipt of written notice specifying the breach. Additionally, this Agreement will terminate immediately upon termination of the MSA. Sections 3 through 10 will survive any expiration or termination of this Agreement.
7. Proprietary Rights:
a. As between the parties, Subskribe retains all rights, title, and interest in and to Services. In addition, notwithstanding anything herein, if, as a result of the parties’ activities hereunder, the parties jointly author or create, or You author or create, any software, data, information or other intellectual property to be included in the Services (“Services Improvements”), Subskribe will own all right, title and interest in and to such Services Improvements, and You hereby assign all of Your rights, title and interest in any Services Improvements to Subskribe. You will reasonably cooperate with Subskribe to perfect such rights, at Subskribe’s reasonable expense.
b. “Confidential Information” means any information, software (including the Services) and know-how disclosed or made available by either party (the “disclosing party”) to the other party (the “receiving party”) hereunder. The receiving party shall: (i) not use the disclosing party’s Confidential Information except for the exercise of its rights or performance of its obligations hereunder; (ii) not disclose such Confidential Information to any party, other than its employees and consultants who have a “need to know” for the receiving party to exercise its rights or perform its obligations hereunder; and (iii) use at least reasonable measures to protect the confidentiality of such Confidential Information. If the receiving party is required by law to make any disclosure of such Confidential Information, the receiving party shall first give written notice of such requirement to the disclosing party, and shall permit the disclosing party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation to the disclosing party in seeking to obtain such protection. Information will not be deemed Confidential Information hereunder if such information: (1) is known or becomes known (independently of disclosure by the disclosing party) to the receiving party prior to receipt from the disclosing party from a source other than one having an obligation of confidentiality to the disclosing party; (2) becomes publicly known, except through a breach hereof by the receiving party; or (3) is independently developed by the receiving party without any use of the disclosing party’s Confidential Information.
8. Disclaimer of Warranties: YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. SUBSKRIBE DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATING TO THE SERVICES, WHETHER EXPRESS, IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SUBSKRIBE MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
9. Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 7, IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER FOR (A) LOSS OF PROFITS, REVENUE, OR LOSS OR INACCURACY OF DATA, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (B) ANY OTHER AMOUNTS IN EXCESS OF $100, WHICHEVER IS GREATER, IN EACH CASE EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
10. Miscellaneous: For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. This Agreement shall be governed by the governing law set forth in the MSA and any dispute arising hereunder shall be resolved in accordance with the dispute resolution process set forth in the MSA. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. Neither party shall have the right to assign or transfer this Agreement, except that Subskribe may assign its rights and obligations without consent to a successor to substantially all its relevant assets or business. No waiver, change, or modification to this Agreement will be effective unless in writing signed by both parties. Any notices in connection with this Agreement will be in writing and sent by first class US mail, confirmed facsimile or major overnight delivery courier service to the address specified below or such other address as may be properly specified by written notice hereunder. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated so that this Agreement shall otherwise remain in full force and effect and enforceable. The failure of either party to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right.
11. Questions? Concerns? Suggestions?: Please contact us at sales@subskribe.com to report any violations of this Agreement or to pose any questions regarding this Agreement or the Services.
