Master Subscription
and Services Agreement

SOWs will be used to process the Customer's purchase of Services. Each SOW shall contain a detailed specification of the Services mutually agreed upon by Customer and Technoxi. The Parties may elect at any time to modify the SOW by written amendment or change order signed by each Party's duly authorized representative.

Where Customer purchases through a Partner, final prices and terms and conditions of sale will be as agreed between Customer and the Partner from which Customer makes such purchases; however, the terms set forth in this Agreement are applicable to Customer's use of, and the performance of Licensor's Software and Services.

Licensee acknowledges that the Product contains proprietary software of the Licensor and that the Software along with all copies and portions thereof, and all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein, are and shall remain the sole and exclusive property of the Licensor.

Each party represents and warrants that it has the right, power and authority to enter into this Agreement and will comply with all applicable laws, rules and regulations in connection with its use or provision of Software and/or Services.

Licensor warrants that the Software will substantially conform to standard user documentation. Services will be performed in a competent and workmanlike manner, in accordance with generally accepted standards of the applicable industry.

Disclaimer: Except for the warranties expressly stated herein, this Software is provided "as is", and Licensor disclaims all other warranties, terms or conditions, express or implied, including warranties regarding merchantability, fitness for a particular purpose, non-infringement, and satisfactory quality.

Confidential Information shall mean any information disclosed by disclosing party to the recipient, either directly or indirectly, either orally or in writing, including without limitation, any materials, trade secrets, Intellectual Property Rights, know-how, formulae, processes, algorithms, ideas, strategies, inventions, data, network configurations, system architecture, designs, proprietary information, business and marketing plans, financial and operational information.

The receiving party shall hold all Confidential Information in confidence, use it only for purposes expressly permitted herein, and not disclose it to any third party without prior written approval of the disclosing party.

Confidentiality obligations shall survive the termination or expiration of this agreement for the period of three (3) years.

In performing the Services, Licensee will comply with the Licensor's Privacy Policy, which is available at https://technoxi.com/privacy and incorporated herein by reference.

Customer consents to the processing of Personal Data by Licensor, and Licensor's Affiliates and sub-processors to facilitate the subject matter of this Agreement. Customer will obtain all required consents from third parties under applicable privacy and data protection laws before providing Personal Data to Licensor.

Licensor will implement and maintain appropriate technical and organizational security measures designed to protect against unauthorized access to, or destruction, loss, unavailability, or alteration of, Customer Data.

Defense and Indemnity: Licensor agrees, at its own expense, to defend or settle any claim brought against Licensee based on a claim that the Licensed Product infringes any United States patent, copyright, trademark, trade secret or other proprietary right of a third party.

Limitation of Liability: To the maximum extent mandated by law, Licensor shall not be liable for any incidental, special, indirect, consequential or punitive damages including damages for loss of business, work stoppage, loss of information or data, loss of revenue or profit, or computer failure.

Licensor's aggregate liability shall not exceed the license fees received by Licensor for the Software in the preceding twelve (12) months from the date the liability arose.

Payment Terms: Technoxi will invoice the Customer for the Products and Services in advance based upon the pricing set forth in the applicable Order and/or SOW. Customer will pay in full the Fees and applicable Taxes due on each invoice in U.S. dollars within thirty (30) days from the date of invoice.

Taxes: Prices do not include any applicable sales, use, ad valorem or similar taxes. Customer shall pay such Taxes unless there is an applicable exemption.

Expenses: Unless otherwise specified in the applicable SOW, Technoxi will be reimbursed for all actual and reasonable travel expenses that are preapproved in writing by Customer in advance.

Term: This Agreement will commence upon the Agreement Effective Date, and shall continue in force and effect unless earlier terminated. The Term of Product licenses shall commence upon the date set forth in the applicable Order and remain in effect for the period mentioned thereon and auto-renew unless terminated earlier.

Termination for Breach: Either party may terminate this Agreement immediately upon notice if the other party materially breaches any provision and fails to cure such breach within thirty (30) days of receiving written notice.

Effect of Termination: Upon termination, all Licenses granted hereunder automatically revert to Licensor and Licensee will no longer have access to the Products. Licensee shall purge all copies of the Software from its systems and certify in writing that such actions have been completed.

Assignment: Either Party may not assign any rights under this Agreement without prior written consent, except that Licensor may assign to any successor in ownership.

Audit: Licensee agrees to permit Licensor to review relevant records and inspect facilities to verify compliance with this Agreement.

Publicity: Licensor may use and display Licensee's trademarks and logos for publicity, promotion, advertising and marketing purposes.

Entire Agreement: This Agreement constitutes the complete agreement between the parties and supersedes all prior agreements. Technoxi reserves the right to change this Agreement by posting updated terms.

Notice: All notices shall be sent to [email protected].

Compliance: Each party shall comply with all applicable laws. The Software is subject to U.S. Export Administration Regulations.

Force Majeure: Either party shall be excused for non-performance due to circumstances beyond reasonable control.

Non-Solicitation: Customer shall not solicit Licensor personnel during the term and for one (1) year thereafter without written consent.

Governing Law: This Agreement shall be governed by Texas law. Disputes shall be referred to American Arbitration Association rules of arbitration in Texas.