Last updated January 1, 2026
This Master Subscription Agreement (“Agreement”) governs Customer’s access to and use of the Services (defined below) provided by Cnect, Inc. (“Cnect”). By paying any Invoice that references this Agreement, Customer agrees to be bound by this Agreement. Each such Invoice identifies the Services and/or Modules provided, service dates or subscription term, and applicable Fees, and is incorporated into this Agreement.
If Customer is entering into this Agreement on behalf of an entity, Customer represents it has authority to bind that entity and its Affiliates, in which case “Customer” includes that entity and its Affiliates. If Customer does not have authority or does not agree, Customer must not use the Services.
If Customer pays an Invoice for a Service Term (as defined below), the Services will be provided for that Service Term and may renew only as set forth in this Agreement and the applicable Invoice.
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.2 “Authorized Users” means Customer’s employees, agents, contractors, or representatives authorized by Customer to use the Services.
1.3 “Customer Content” means any content, data, or information submitted to the Services by Customer or its Authorized Users.
1.4 “Documentation” means Cnect’s then-current technical and functional documentation for the Services made available to Customer.
1.5 “Fees” means the subscription fees and other fees set forth in an Invoice.
1.6 “Invoice” means an invoice or similar billing document issued by Cnect to Customer that (a) references this Agreement, and (b) specifies the Services and/or Modules provided, service dates or subscription term, and Fees. Customer’s payment of any Invoice constitutes Customer’s acceptance of this Agreement and the Invoice terms, and each Invoice is incorporated into and governed by this Agreement.
1.7 “Services” means the Cnect hosted software services and related features identified in an Invoice, including any Modules.
1.8 “Modules” means the specific features/functions of the Services purchased by Customer as described in an Invoice.
1.9 “Confidential Information” has the meaning in Section 6.
1.10 “Service Term” means the period during which Customer is entitled to access and use the Services as stated on the applicable Invoice.
2.1 Access and Use Rights. Subject to Customer’s payment of Fees and compliance with this Agreement, Cnect grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Service Term to access and use the Services for Customer’s internal business purposes in accordance with the Documentation.
2.2 Use Restrictions. Customer will not (and will not permit anyone else to): (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share, or otherwise make the Services available to any third party except as expressly permitted; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas, except to the extent prohibited by law; (c) access the Services to build a competing product or service; (d) interfere with or disrupt the integrity or performance of the Services; (e) introduce malicious code or attempt unauthorized access; (f) use the Services in violation of applicable law.
2.3 Support. Cnect will provide support consistent with its standard support policies, which may be updated from time to time. Any premium support must be set forth in an Invoice.
2.4 Hosting. Cnect will host the Services. Customer is responsible for procuring and maintaining its own network connections and equipment necessary to access the Services.
2.5 Suspension. Cnect may suspend access to the Services if: (a) Customer is materially delinquent on payment; (b) Customer’s use poses a security risk, violates applicable law, or threatens the integrity/availability of the Services; or (c) required by law or governmental request. Cnect will use commercially reasonable efforts to provide notice and limit suspension to the minimum necessary.
3.1 Payment Method. Payment may be made via credit card, ACH, wire transfer, or other method approved by Cnect.
3.2 Invoicing and Payment Terms. Fees are due as stated in the applicable Invoice. Unless otherwise stated, Fees are billed in advance and are non-cancellable and non-refundable except as expressly stated in this Agreement.
3.3 Fee Increases. Cnect may increase Fees upon renewal by providing notice at least 30 days prior to the renewal start date. Unless otherwise stated in an Invoice, increases will not exceed 5% annually.
3.4 Taxes. Fees exclude taxes, duties, and governmental assessments. Customer is responsible for all applicable taxes (excluding taxes based on Cnect’s net income).
3.5 Late Payments. Late payments may accrue interest at 1.0% per month (or the maximum rate permitted by law), plus reasonable collection costs.
Customer is responsible for all activity under Customer’s accounts and by Authorized Users, including ensuring that: (a) Customer Content is accurate, lawful, and does not infringe third-party rights; (b) Customer maintains the confidentiality of its credentials; (c) Customer promptly notifies Cnect of suspected unauthorized access; (d) Customer’s use complies with applicable law and Customer’s own governing documents and policies.
5.1 Ownership. As between the parties, Customer retains all rights in Customer Content. Customer grants Cnect a worldwide, non-exclusive license to host, copy, process, transmit, display, and use Customer Content solely to provide, secure, and support the Services.
5.2 Data Processing and Security. Cnect will implement commercially reasonable administrative, technical, and organizational measures designed to protect Customer Content against unauthorized access, disclosure, or alteration.
5.3 Customer Content Deletion. Upon termination or expiration, Cnect will make Customer Content available for export for a limited period (e.g., 30 days) upon request. After that, Cnect may delete Customer Content unless legally prohibited.
5.4 Usage Data. Cnect may collect and use aggregated and de-identified data regarding use of the Services for analytics, product improvement, benchmarking, and reporting, provided such data does not identify Customer or any individual.
6.1 Definition. “Confidential Information” means any nonpublic information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”) that is designated confidential or should reasonably be understood as confidential, including the Services, Documentation, business plans, product plans, and security information.
6.2 Protection. The Receiving Party will (a) protect Confidential Information using at least the same degree of care it uses to protect its own similar confidential information (not less than reasonable care), and (b) use Confidential Information only to perform under this Agreement. Access is limited to employees/contractors with a need to know who are bound by confidentiality obligations.
6.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is public through no breach; (b) was known prior to disclosure; (c) is independently developed; or (d) is rightfully received from a third party without duty of confidentiality.
6.4 Compelled Disclosure. If required by law, the Receiving Party may disclose Confidential Information, provided it gives prompt notice (if permitted) and cooperates to seek protective treatment.
7.1 Term. This Agreement begins on the date Customer first pays an Invoice that references this Agreement (the “Effective Date”) and continues until all Services provided under all paid Invoices have expired or been terminated in accordance with this Agreement.
7.2 Service Term; Renewals. The service dates or subscription term for the Services will be set forth on the applicable Invoice (the “Service Term”). If an Invoice states that Services will renew automatically, then at the end of the Service Term the Services will renew for successive renewal terms of equal length unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current Service Term.
7.3 Termination for Cause. Either party may terminate this Agreement or the applicable Services covered by an Invoice for material breach if the breaching party fails to cure within 30 days after written notice.
7.4 Effect of Termination. Upon termination/expiration: (a) Customer’s access to the Services will cease; (b) Customer will pay any unpaid Fees owed for Services provided through the effective termination date; (c) Sections intended to survive (including confidentiality, IP, limitation of liability) will survive.
8.1 Cnect IP. Cnect and its licensors retain all right, title, and interest in the Services, Documentation, and all improvements, enhancements, and derivatives thereof. No rights are granted except as expressly stated.
8.2 Feedback. If Customer provides suggestions or feedback, Cnect may use it without restriction or obligation.
9.1 Performance Warranty. Cnect warrants that the Services will materially conform to the Documentation under normal use. Customer’s exclusive remedy is that Cnect will use commercially reasonable efforts to correct the nonconformity.
9.2 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CNECT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10.1 By Cnect. Cnect will defend Customer against third-party claims alleging that the Services infringe a U.S. patent, copyright, or trademark, and will pay resulting damages awarded (or settlement amounts approved by Cnect), provided Customer promptly notifies Cnect and cooperates. Cnect has no obligation for claims arising from: (a) Customer Content, (b) misuse, (c) third-party products, or (d) modifications not made by Cnect.
10.2 By Customer. Customer will defend Cnect against third-party claims arising from Customer Content or Customer’s violation of the use restrictions or applicable law.
11.1 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
11.2 Cap. EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE INVOICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
11.3 Exceptions. The liability cap does not apply to: (a) Customer’s payment obligations, (b) breach of confidentiality, or (c) indemnification obligations (optional depending on your preferred risk posture).
12.1 Applicable Laws. Each party will comply with laws applicable to its performance under this Agreement.
12.2 Export Controls. Customer will comply with applicable export and sanctions laws and will not permit access in violation of such laws.
13.1 Assignment. Neither party may assign this Agreement without the other party’s written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
13.2 Notices. Notices must be in writing and delivered to the addresses in the applicable Invoice (or as otherwise specified in writing).
13.3 Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control.
13.4 Relationship of Parties. The parties are independent contractors.
13.5 Governing Law; Venue. This Agreement is governed by the laws of the State specified in the applicable Invoice (or, if not specified, the state where Cnect is headquartered), excluding conflict of laws rules.
13.6 Entire Agreement; Order of Precedence. This Agreement, together with all applicable Invoices and incorporated exhibits, is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements and understandings. If there is a conflict, the following order controls: (1) the applicable Invoice and (2) this Agreement.
13.7 Amendments. Any amendment must be written and signed by authorized representatives of both parties.
13.8 Severability; Waiver. If a provision is unenforceable, it will be modified to reflect intent, and the remainder remains in effect. Failure to enforce is not a waiver.