Subscription Agreement

Subscription Agreement

This Subscription Agreement (“Agreement”) sets forth the terms and conditions governing your purchase of subscriptions to, and use of, the Services (as defined below), and forms a contract between Universal Storage System, an Arizona corporation (“Universal Storage System”), and you or the entity or organization you represent.

If you are an individual using the Services for your own purposes: (1) all references to “Customer” refer to you, and (2) you represent and warrant that you are at least 18 years of age, or have reached the age of majority where you reside, and that you have the right, power, and authority to enter into this Agreement.

If you are using the Services on behalf of an entity or organization: (1) all references to “Customer” refer to that entity or organization, and (2) you represent and warrant that you are at least 18 years of age, or have reached the age of majority where you reside, and that you have the right, power, and authority to enter into this Agreement on behalf of the Customer.

This Agreement becomes binding and effective on the Customer upon the earliest of: (1) when you access or use the Services, (2) when you click an “I Accept,” “Sign up,” or similar button or checkbox referencing this Agreement, or (3) when you enter into an Order (as defined below) with Universal Storage System.

1. Orders

This Agreement governs the terms under which the Customer may access and use Universal Storage System’s Services in connection with one or more Orders. Subject to the terms of an Order, the Services will support the Customer’s operation of a digital customer loyalty program for the Customer’s business (collectively, but exclusive of the subscribed Services, “Customer’s Environment”).

2. Access and Use

2.1. Subject to the applicable Order and this Agreement, Universal Storage System grants the Customer the right to access and use the Services in accordance with the Documentation during the Order Term for the Customer’s Environment.

2.2. All rights granted under this Section 2 are limited, nonexclusive, and, except as otherwise provided in this Agreement, non-transferable.

3. Availability

Universal Storage System commits to make the Services available at least 99.8% of the time, exclusive of any time the Services are unavailable due to one or more Exceptions (“Availability Standard”). If actual Availability is less than the Availability Standard in any two consecutive months, the Customer may terminate the applicable Order in the following calendar month upon written notice to Universal Storage System. In such event, Universal Storage System will issue a Pro-Rated Refund (as defined in Section 14.4).

4. Support

Universal Storage System will provide Support to Authorized Users via email. While resolution times are not guaranteed, Universal Storage System commits to respond to each Support Request within 48 hours. The Customer’s sole remedy for any failure to provide Support with reasonable skill, care, and diligence is re-performance of the applicable Support.

5. Security and Privacy

5.1. Each Party has obligations regarding the security of the Services and Customer Data. Universal Storage System will employ administrative, physical, and technical measures in accordance with industry practice to protect the Services and prevent accidental loss or unauthorized access, use, alteration, or disclosure of Customer Data during each Order Term.

5.2. The Customer is responsible for properly configuring the Services, enabling single sign-on, and securing access credentials (“Customer Credentials”). The Customer agrees to use reasonable efforts to prevent unauthorized access or use of the Services and to promptly notify Universal Storage System if Customer Credentials are compromised or if unauthorized access is suspected.

5.3. Except for limited Personal Information in Account Data, Universal Storage System does not require Personal Information for access and use of the Services. The Customer shall limit Personal Information in Account Data to what is necessary for account creation and administration. The Customer shall not use the Services to process Sensitive Information and should restrict the inclusion of other Personal Information in Customer Data.

5.4. Universal Storage System may process information about the Customer’s configuration and use of the Services (“Usage Data”), Customer Data, and Account Data to manage accounts, provide and improve Services and Support, and for reporting and analytics, subject to obligations under this Agreement, the DPA (if applicable), and the Privacy Policy.

6. Customer Responsibilities and Restrictions

6.1. The Customer is solely responsible for: (a) Customer’s Environment; (b) Account Data, Customer Data, and Customer Credentials; (c) providing required notices and obtaining consents from users and data subjects; and (d) ensuring use of the Services is in accordance with the AUP, Documentation, and applicable Third-Party Terms.

6.2. The Customer shall not: (a) enable anyone other than Authorized Users to access the Services; (b) attempt unauthorized access; (c) use the Services to access Universal Storage System’s intellectual property except as permitted; (d) modify or create derivative works; (e) resell or distribute the Services; (f) reverse engineer or attempt to discover source code; (g) remove proprietary notices; (h) send or store malicious code; (i) use the Services in violation of law; or (j) use the Services outside the scope of the Order or Agreement.

6.3. Universal Storage System reserves the right to investigate potential violations and may suspend access as necessary, providing notice except in urgent situations.

7. Compliance with Laws

Each Party agrees to comply with all applicable laws, including those concerning privacy, anti-bribery, and export controls. The Customer is responsible for providing notices and obtaining consents for Personal Information. If Customer Data may include EU Personal Information, a Data Processing Addendum (“DPA”) may be requested.

8. Pricing and Fees

The Customer agrees to pay all fees for Services as set forth in Orders and Service Plans. Fees are payable in U.S. dollars and include Support. The Customer authorizes Universal Storage System to charge the designated payment method and must keep billing information current.

9. Taxes

All fees are exclusive of taxes. The Customer is responsible for all applicable taxes except those on Universal Storage System’s income.

10. Ownership

The Customer owns all rights to Customer’s Environment and Data; Universal Storage System owns all rights to the Services, Documentation, and Feedback.

11. Confidentiality

Each Party agrees to protect the other’s Confidential Information and not to use or disclose it except as permitted by this Agreement or required by law.

12. Disclaimers

Except as expressly provided, all Services and Support are provided “as is” and “as available.” Universal Storage System disclaims all warranties, express or implied.

13. Term and Termination

The Agreement continues through the expiration or termination of the last Order. Upon termination, rights to Services end, and the Customer may access and download Customer Data for up to 30 days, subject to the Agreement.

14. Indemnification

Universal Storage System will defend and indemnify the Customer against claims that the Services infringe U.S. intellectual property rights, subject to limitations. The Customer will indemnify Universal Storage System for claims arising from Customer-Controlled Matters.

15. Limitations of Liability

Neither Party is liable for indirect or consequential damages. Aggregate liability is limited to fees paid in the 12 months preceding the event giving rise to liability, except for indemnification, breach of restrictions, or payment obligations.

16. Publicity

Neither Party may use the other’s marks or issue publicity without consent, except Universal Storage System may list the Customer as a client unless requested otherwise.

17. Notices

Notices must be sent to the addresses specified in Orders or as updated by notice.

18. Customer Affiliates

Customer Affiliates may use the Services under this Agreement, and the Customer is responsible for their compliance.

19. Assignment

The Customer may assign this Agreement in connection with a merger or sale of business, subject to conditions.

20. U.S. Government Customers

The Services are provided as “commercial items” with standard rights and restrictions.

21. Independent Parties

The Parties are independent contractors; no third-party beneficiaries are created.

22. Force Majeure

Neither Party is liable for delays due to events beyond their control.

23. Governing Law

This Agreement is governed by the laws of Arizona, with exclusive venue in Tempe, AZ.

24. Miscellaneous

This Agreement, together with Orders and the AUP, is the complete agreement and supersedes prior agreements. Modifications must be in writing.

25. Definitions

Capitalized terms have the meanings assigned in this section or elsewhere in the Agreement.