MASTER SUBSCRIPTION AGREEMENT
This Master Subscription Agreement (this “Agreement”) is entered into as of the effective date of the first Order Form that references this Agreement (the “Effective Date”) by and between Orita Inc., a Delaware corporation (“Orita”), and the customer identified in the applicable Order Form (“Customer”).
This Agreement governs Customer’s access to and use of Orita’s hosted software and related services described in the applicable Order Form (the “Services”). By executing an Order Form or using the Services, Customer agrees to be bound by this Agreement.
MASTER SUBSCRIPTION AGREEMENT
This Master Subscription Agreement (this “Agreement”) is entered into as of the effective date of the first Order Form that references this Agreement (the “Effective Date”) by and between Orita Inc., a Delaware corporation (“Orita”), and the customer identified in the applicable Order Form (“Customer”).
This Agreement governs Customer’s access to and use of Orita’s hosted software and related services described in the applicable Order Form (the “Services”). By executing an Order Form or using the Services, Customer agrees to be bound by this Agreement.
1. DEFINITIONS
1.1 “Affiliate” means any entity that controls, is controlled by, or is under common control with a party.
1.2 “Customer Data” means any data Customer submits to or makes available within the Services.
1.3 “Documentation” means Orita’s online user guides and material describing the Services.
1.4 “Order Form” means an ordering document executed by Customer and Orita referencing this Agreement.
1.5 “Subscription Term” means the initial subscription period set forth in the Order Form and any Renewal Terms.
1.6 “Aggregate Data” means de-identified or aggregated data derived from Customer Data or usage of the Services that does not identify Customer or any individual.
1. DEFINITIONS
1.1 “Affiliate” means any entity that controls, is controlled by, or is under common control with a party.
1.2 “Customer Data” means any data Customer submits to or makes available within the Services.
1.3 “Documentation” means Orita’s online user guides and material describing the Services.
1.4 “Order Form” means an ordering document executed by Customer and Orita referencing this Agreement.
1.5 “Subscription Term” means the initial subscription period set forth in the Order Form and any Renewal Terms.
1.6 “Aggregate Data” means de-identified or aggregated data derived from Customer Data or usage of the Services that does not identify Customer or any individual.
ACCESS TO SERVICES
2.1 Provision of Services. Orita will make the Services available during the Subscription Term for Customer’s internal business purposes.
2.2 License Grant. Orita grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term.
2.3 Accounts. Customer will maintain accurate account information and ensure that access credentials remain confidential. Customer is responsible for all activity occurring under its accounts.
2.4 Restrictions. Customer will not: (a) sublicense, sell, or distribute the Services; (b) reverse engineer or modify the Services; (c) build a competing product; (d) remove proprietary notices; or (e) use the Services in violation of law or third-party rights.
ACCESS TO SERVICES
2.1 Provision of Services. Orita will make the Services available during the Subscription Term for Customer’s internal business purposes.
2.2 License Grant. Orita grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term.
2.3 Accounts. Customer will maintain accurate account information and ensure that access credentials remain confidential. Customer is responsible for all activity occurring under its accounts.
2.4 Restrictions. Customer will not: (a) sublicense, sell, or distribute the Services; (b) reverse engineer or modify the Services; (c) build a competing product; (d) remove proprietary notices; or (e) use the Services in violation of law or third-party rights.
CUSTOMER DATA PRIVACY
3.1 Ownership. Customer retains all rights in Customer Data.
3.2 License to Orita. Customer grants Orita a license to host, copy, use, transmit, and process Customer Data as necessary to provide and support the Services.
3.3 Aggregate Data. Orita may create and use Aggregate Data for analytics, product development, and business purposes, provided it does not identify Customer.
3.4 Customer Responsibility. Customer is responsible for obtaining all required consents and complying with all laws relating to Customer Data.
CUSTOMER DATA PRIVACY
3.1 Ownership. Customer retains all rights in Customer Data.
3.2 License to Orita. Customer grants Orita a license to host, copy, use, transmit, and process Customer Data as necessary to provide and support the Services.
3.3 Aggregate Data. Orita may create and use Aggregate Data for analytics, product development, and business purposes, provided it does not identify Customer.
3.4 Customer Responsibility. Customer is responsible for obtaining all required consents and complying with all laws relating to Customer Data.
THIRD-PARTY SERVICES
The Services may interoperate with third-party platforms. Customer’s use of third-party services is governed by those providers’ terms. Orita is not responsible for third-party services.
THIRD-PARTY SERVICES
The Services may interoperate with third-party platforms. Customer’s use of third-party services is governed by those providers’ terms. Orita is not responsible for third-party services.
SECURITY & CONFIDENTIALITY
5.1 Security. Orita will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data.
5.2 Confidential Information. Each party may receive confidential business or technical information (“Confidential Information”). The receiving party will:
(a) protect Confidential Information using reasonable care;
(b) use it only to perform under this Agreement; and
(c) not disclose it except to personnel with a need to know or as required by law.
5.3 Publicity. With Customer’s prior consent, Orita may use Customer’s name and logo in its marketing materials.
SECURITY & CONFIDENTIALITY
5.1 Security. Orita will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data.
5.2 Confidential Information. Each party may receive confidential business or technical information (“Confidential Information”). The receiving party will:
(a) protect Confidential Information using reasonable care;
(b) use it only to perform under this Agreement; and
(c) not disclose it except to personnel with a need to know or as required by law.
5.3 Publicity. With Customer’s prior consent, Orita may use Customer’s name and logo in its marketing materials.
FEES & PAYMENT
6.1 Fees. Customer will pay all fees specified in each Order Form (“Fees”). Fees are non-refundable except as expressly stated.
6.2 Payment Terms. Unless otherwise stated in the Order Form:
(a) Fees are due and payable in advance of each Subscription Term;
(b) Orita may charge Customer’s payment method on file for all Fees; and
(c) invoicing or alternative payment arrangements apply only if expressly agreed in the Order Form.
6.3 Late Payments. Undisputed overdue amounts may accrue interest at 1.5% per month (or the maximum allowed by law). Orita may suspend Services following written notice and a reasonable cure period.
6.4 Taxes. Fees exclude taxes. Customer is responsible for applicable taxes except for Orita’s income taxes.
6.5 Payment Processors. Orita may process payments using third-party processors such as Stripe.
PROPRIETARY RIGHTS
7.1 Orita IP. Orita retains all rights in the Services, Documentation, and related intellectual property.
7.2 Feedback. Customer grants Orita a perpetual, royalty-free license to use any feedback or suggestions.
WARRANTIES & DISCLAIMERS
8.1 Orita Warranties. Orita warrants that:
(a) the Services will materially perform in accordance with the Documentation; and
(b) Services will be provided in a professional, workmanlike manner.
8.2 Customer Warranties. Customer warrants that it has all rights necessary to provide Customer Data and that it will use the Services in compliance with applicable laws.
8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND ORITA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
INDEMNIFICATION
9.1 Orita Indemnity. Orita will defend Customer against third-party claims alleging that Customer’s authorized use of the Services infringes U.S. intellectual property rights, and will pay damages awarded or settlements approved by Orita.
9.2 Customer Indemnity. Customer will defend Orita against claims arising from Customer Data, Customer’s misuse of the Services, or third-party services connected to the Services.
9.3 Procedures. The indemnified party must provide prompt notice and reasonable cooperation. The indemnifying party controls defense and settlement.
. LIMITATION OF LIABILITY
10.1 Excluded Damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, OR DATA.
10.2 Liability Cap. EACH PARTY’S TOTAL LIABILITY IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT.
10.3 Exceptions. These limitations do not apply to confidentiality breaches, indemnification obligations, or Customer’s payment obligations.
11. TERM & TERMINATION
11.1 Term. This Agreement continues until all Subscription Terms expire or the Agreement is terminated.
11.2 Subscription Term; Auto-Renewal.
Each Order Form renews automatically:
At the end of your initial term, your contract will automatically renew for one additional 12-month term. Pricing at time of auto-renewal will be based on the number of active and manually suppressed profiles of your list and the then-current rates at time of renewal. During a signed term there is no change in price.
Customers must notify Orita at least 30 days before term-end to avoid auto-renewal. If no notice is given, the renewal will process automatically at then-current list size.
11.3 Termination for Cause. Either party may terminate for material breach not cured within 30 days of written notice.
11.4 Effect of Termination. On termination:
(a) Customer’s access to the Services ends;
(b) Customer must pay all outstanding Fees;
11.5 Survival. Sections 3–10, 11.4, 12, and 14 survive termination.
TERM & TERMINATION
11.1 Term. This Agreement continues until all Subscription Terms expire or the Agreement is terminated.
11.2 Subscription Term; Auto-Renewal.
Each Order Form renews automatically:
At the end of your initial term, your contract will automatically renew for one additional 12-month term. Pricing at time of auto-renewal will be based on the number of active and manually suppressed profiles of your list and the then-current rates at time of renewal. During a signed term there is no change in price.
Customers must notify Orita at least 30 days before term-end to avoid auto-renewal. If no notice is given, the renewal will process automatically at then-current list size.
11.3 Termination for Cause. Either party may terminate for material breach not cured within 30 days of written notice.
11.4 Effect of Termination. On termination:
(a) Customer’s access to the Services ends;
(b) Customer must pay all outstanding Fees;
11.5 Survival. Sections 3–10, 11.4, 12, and 14 survive termination.
. DISPUTE RESOLUTION & GOVERNING LAW
12.1 Governing Law. New York law governs this Agreement.
12.2 Informal Resolution. Parties will attempt good-faith resolution before initiating arbitration.
12.3 Arbitration. Unresolved disputes will be resolved by binding arbitration under the AAA Commercial Rules in New York, NY.
12.4 No Class Actions. Disputes must be brought on an individual basis.
12.5 Injunctive Relief. Either party may seek injunctive relief in court for confidentiality or IP matters.
. LIMITATION ON TIME TO BRING CLAIMS
Claims must be filed within one (1) year of accrual.
. GENERAL
14.1 Entire Agreement. This Agreement and Order Forms constitute the entire agreement.
14.2 Amendments. Changes must be in writing and signed by both parties.
14.3 Assignment. Customer may not assign without Orita’s consent, except to a successor.
14.4 Independent Entities. The parties are independent entities. Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between the parties, and neither party has authority to bind the other.
14.5 Notices. Notices must be sent via email or courier to the contacts listed in the Order Form.
14.6 Waiver. Failure to enforce a right is not a waiver.
14.7 Severability. Invalid provisions are replaced with enforceable ones that reflect the original intent.
14.8 Version Control. The version of this Agreement in effect on the date Customer executes an Order Form referencing this Agreement governs such Order Form and the Services provided under it. Updates to this Agreement do not apply to any existing Order Form or Subscription Term unless the parties expressly agree in writing to adopt the updated version. Orita may update the version posted online for use with future customers without affecting the terms applicable to existing customers.
14.9 Order Form Prevails. If there is any conflict between the terms of an Order Form and this Agreement, the terms of the Order Form will control with respect to the Services, fees, and other commercial terms set forth in that Order Form.
