Sub360 Product & Service Agreement

These Sub360 Product and Service Agreement Terms (“Terms”) describe your rights and responsibilities when using our Products and Services. These Terms are between you and Sub360, Inc. (“Sub360”, “we”, “us”). If you are a Customer (defined below), these Terms govern your access and use of our Products and Services. You will be referred to in these Terms as either “you” or “Customer.” If you sign up for a Product and Service using an email address from your employer or another entity, then: (a) you will be deemed to have the authority to represent such party, (b) your acceptance will bind that entity to these Terms, and (c) the word “you” or “customer” in these Terms will refer to your employer or that entity. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and must not use the Products and Services. These Terms are entered into on the earlier of you: (a) clicking "I Agree", "Create Account", “Register” or similar acceptance to these Terms to gain access to, or use of, the Products and Services; (b) you are given access to or use of the Products and Services (including following notice that these Terms apply to such use), or (c) the Effective Date as provided for in an Order, (the "Effective Date").

TERMS

Products and Services. These Terms govern our Products and Services and related Support Products and Services (if applicable). These Terms include any linked terms or policies, the Product and Service-Specific Terms, and your Orders. These Terms do not govern any Sub360 consulting, training, implementation or other professional services which are subject to additional agreements with Sub360.

PROVISION OF SERVICES

Access to Products and Services. Subject to these Terms, during the Subscription Term, Sub360 grants you a limited, non-exclusive, non-transferable, and non sublicensable right to access and use the Products and Services available to you for your internal business use in accordance with these Terms, the applicable Order and the Documentation. You agree that the license and use of the Products and Services is not contingent on any future functionality or features, or dependent on any oral or written statements made by Sub360 or any of its Affiliates regarding future functionality or features.

Evolving Sub360 Technology. Sub360 may issue Updates for the Products and Services and/or Documentation during the Subscription Term.

Protection of Customer Data. Sub360 will maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. You will only provide to Sub360 the minimum amount of personal data necessary to enable your use of the Products and Services in accordance with these Terms.

USE OF PRODUCTS AND SERVICES

​Administrators. Through the Products and Services, you may be able to specify certain Authorized Users as “Administrators” who have rights and controls over your use of the Products and Services and Authorized User accounts. This may include making Orders for Products and Services (which may incur Fees); creating, de-provisioning, monitoring Authorized User accounts, setting Authorized User permissions and managing access to Customer Data by Authorized Users and others.

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Your Responsibilities. Only Authorized Users are permitted to access and use the Products and Services. You acknowledge that Sub360 may contact you and Authorized Users in connection with Sub360’s and its Affiliates’ services. You will be solely responsible for (a) who you allow to become Administrators, as well as any of their actions or omissions, (b) Authorized Users’ compliance with these Terms, any Order(s) issued hereunder, the Documentation and the User Terms of Product and Service (“User Terms”); (c) the accuracy and quality of Customer Data, the means by which you acquired Customer Data, and obtaining appropriate usage rights with respect to Customer Data; (d) maintaining the confidentiality of usernames, passwords, and other account information or access credentials (as applicable); (e) all activities that occur under its Authorized Users’ usernames, passwords, accounts or access credentials as a result of Authorized Users’ access to the Products and Services; and (f) ensuring Authorized Users’ use the Products and Services only in accordance with the Documentation. You will provide written notice to Authorized Users and/or Data Subjects that Customer Personal Data is subject to your own privacy policy and other terms regarding the use or handling of Customer Personal Data in accordance with applicable Data Protection Law. You will provide disclosures to and obtain consents from Authorized Users as required under applicable Data Protection Law in order to share Customer Data. You will notify Sub360 immediately of any unauthorized use of, or access to, the Products and Services.

Restrictions. You will not and will not permit others to (a) make any Products and Services available to any third party other than you or Authorized Users; (b) sell, resell, license, sublicense, distribute, rent, or lease any Products and Services, or include any Products and Services in a service bureau or outsourcing offering; (c) use the Products and Services to store or transmit infringing, tortious, libelous, or otherwise unlawful material, Harmful Code, or material that otherwise violates the rights of any third-party; (d) interfere with or disrupt the integrity or performance of the Products and Services or any third-party data contained therein; (e) use, or permit direct or indirect access to, the Products and Services in a way that seeks to circumvent Product and Service use limitations, (f) use the Products and Services to exploit any Sub360 Intellectual Property Rights except as otherwise expressly permitted under these Terms, an Order, or the Documentation; (g) frame or mirror any part of the Products and Services, except as permitted by and in accordance with the Documentation; (h) access the Products and Services in order to develop a competitive product or service or benchmark with a non-Sub360 product or service, or to otherwise exploit for competitive purposes; (i) subject to applicable law, reverse engineer, copy, or modify any software included as part of the Products and Services; (j) use the Products and Services for any improper, fraudulent, or other non-legitimate business purpose; (k) use the Products and Services in a way that could be considered harmful, malicious, threatening, offensive, pornographic, defamatory, bigoted, hateful, indecent, or otherwise objectionable in Sub360’s reasonable discretion; (l) use the Products and Services to send unsolicited communications, promotions, or advertisements in violation of the CAN-SPAM Act or any other applicable anti-spam or e-privacy law, rule, or regulation; (m) use any automated device or process, such as a robot, spider, datamining, web-scraping, or other means to circumvent, access, use, or integrate with the Products and Services or its contents, including but not limited to other user account information; (n) damage, interfere, disable, or impair the Products and Services in any way; or (o) use the Products and Services in violation of applicable law.

THIRD-PARTY APPLICATIONS

Products or services offered by third parties may be available to you (including your Authorized Users), including via Sub360’s API, for use with the Products and Services (“Third-Party Applications”). By using Third-Party Applications, you permit Sub360 to grant such Third-Party Application providers access to Customer Data or other data as required for the use and support of such Third-Party Applications together with the Products and Services which may include transmitting, transferring, modifying or deleting Customer Data, or storing Customer Data on systems belonging to the third party providers or other third parties. Third-Party Applications are not Products and Services under these Terms, may be subject to the third-party provider’s additional terms, and may require additional fees to such providers. The Products and Services may contain features designed to interoperate with Third-Party Applications. Such features are not Products and Services under these Terms. Sub360 may cease providing such features for any reason, including if the Third-Party Application provider ceases to make the Third-Party Application available for interoperation with the Products and Services, without entitling you to any refund, credit, or compensation. Sub360 is not responsible for the use, access or protection of Customer Data in any Third-Party Applications. You are solely responsible for your decision to permit any third party provider or third party product or service to use Customer Data. SUB360 DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY APPLICATIONS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS.

FEES AND PAYMENT

Subscriptions. All Products and Services are offered either on a subscription basis or as outlined in an Order. Unless earlier terminated per these Terms, the initial Subscription Term and applicable renewal(s) will begin and end on the start date and end date in each Order. Unless otherwise specified in an Order, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term, unless either party gives the other party notice (email is sufficient) of non-renewal at least thirty (30) days before the end of the relevant Subscription Term. Notice of non-renewal to Sub360 must be sent to contracts@sub-360.com.

Fees. You will pay Sub360 all fees described in each applicable Order, and all applicable Taxes (“Fees”). Except for Sub360’s material breach of its limited warranties below, all payment obligations are non-cancelable and Fees paid are non-refundable. Fees may be subject to foreign exchange fees or differences in prices based on location (e.g., exchange rates). Sub360 may change Fees at any time (excluding Fees for a then current Subscription Term under an Order), provided that Sub360 will first provide you with notice and an opportunity to terminate your Product and Service subscription per these Terms.

Payment Terms. All Fees will be billed in advance of the Subscription Term. You will pay all Fees, Taxes, and Overages within the time frame and in the currency in each applicable Order, without deduction or setoff. You are responsible for providing Sub360 with complete and accurate billing and contact information and updating Sub360 of any changes. If you fail to pay any undisputed portion of an invoice, then: (a) interest on unpaid amounts will accrue from the due date at the higher of 1.5% per month and the highest rate allowed by applicable law; and (b) within ten (10) business days from notice of late payment, Sub360 may, without limiting its rights and remedies, suspend the Products and Services until Fees are paid in full. Sub360 is not obligated to provide Products and Services without payment of applicable Fees.

Payment Cards. If you pay by credit or debit card, you: (a) will provide Sub360 or its third-party payment processor with valid payment card information; and (b) authorize Sub360 or its third-party payment processor to charge such payment card for all Fees in the applicable Order and invoice(s) in accordance with these Terms. You hereby authorize Sub360 and its payment processor to store and continue billing the payment method you have on file with us, to avoid interruptions in Products and Services purchased and to pay other Products and Services you may buy. If you purchase a subscription, you authorize Sub360 and its payment processor to automatically charge your payment method on file at the start of each Subscription Term for the applicable Fees and Taxes. Your authorization will remain in full force and effect until Sub360 receives written notice of your revocation of such authorization or upon termination of the subscription provided that all of your payment obligations are satisfied.

Taxes. Fees and Overages (defined below) do not include any taxes, tariffs, levies, duties, or similar governmental charges or assessments of any nature, including, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) excluding taxes on Sub360’s income, property and employees. You are responsible for paying all Taxes associated with your purchases under these Terms. If Sub360 is legally required to pay or collect Taxes that you are responsible for paying under these Terms, Sub360 will invoice you and you will pay such amounts, unless you provide Sub360 with a valid tax exemption certificate. Unless prohibited by the applicable taxing jurisdiction, the tax situs will be your ship-to address as set forth in the applicable Order or Sub360 systems. You will pay all Fees net of any applicable withholding taxes.

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PROPRIETARY RIGHTS AND LICENSES

Ownership; Reservation of Rights. All Sub360 Intellectual Property Rights, including Intellectual Property Rights in the Products and Services, and Sub360’s Confidential Information, are and will remain owned exclusively by Sub360 and its Affiliates, as applicable. Ownership in all Updates, derivatives, modifications, new functionalities, enhancements, and customization related to the Products and Services created by or on behalf of Sub360 will immediately vest in Sub360 upon creation. Nothing in these Terms will preclude or limit Sub360 from using or exploiting any concepts, ideas, techniques, or know-how of or related to the Products and Services. Other than as expressly set forth in these Terms, no license or other rights in or to the Products and Services or other Sub360 Intellectual Property Rights are granted to you, and all such rights are expressly reserved to Sub360 and its Affiliates

Customer Data. Customer Data and Customer’s Confidential Information are and will remain owned exclusively by Customer or its Authorized Users, as applicable. Customer hereby grants Sub360, its Affiliates, and its subprocessors a worldwide right and license to access, host, display, process, analyze, transmit, reproduce, and otherwise utilize Customer Data) for the purposes of providing and improving the Products and Services in accordance with this Agreement.

Statistical Usage Data. Sub360 and its Affiliates may collect, use, and otherwise process Statistical Usage Data for their own analysis, analytics, marketing, and other internal business purposes, including, without limitation, improving Sub360’s products and services. Except where Customer has expressly provided its written consent, Sub360 will only disclose Statistical Usage Data if such data is (a) aggregated or anonymized; and (b) does not disclose the identity of Customer or its Authorized Users or any Customer Confidential Information.

CONFIDENTIALITY

Definition of Confidential Information. “Confidential Information” means all information or data disclosed by a party or any of its Affiliates (as applicable, the “Disclosing Party”) that is confidential, proprietary, or otherwise not publicly available, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure whether oral or in writing, and disclosed during the Term in connection with the Products and Services. Confidential Information includes, (a) with respect to you, Customer Data; (b) with respect to Sub360, the Products and Services, pricing; and (c) with respect to a party, any technical, financial, economic, marketing, strategic, business, product, design, operational, including the terms of these Terms and all Orders, of such party. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of these Terms or any other agreement by the party receiving information or any of its Affiliates (as applicable, the “Receiving Party”); (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without restriction on disclosure and without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to any Confidential Information.

Protection of Confidential Information. The Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information for any purpose outside the scope of these Terms; and (c) except as otherwise expressly consented to by an authorized representative of the Disclosing Party, limit access to Confidential Information to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less restrictive than those herein. Neither party will disclose the terms of these Terms or any Order to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, on condition that a party that makes any such disclosure to its Affiliate, legal counsel, or accountants will remain responsible for such Affiliate’s, legal counsel’s, and accountants’ compliance with this “Confidentiality” Section.

Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law or legal process to do so, on condition that the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the compelled disclosure. If the Receiving Party is compelled by law to disclose Confidential Information as part of a proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, DISCLAIMERS

General Warranty. Each party represents and warrants that it has the necessary rights to enter into these Terms and has the legal power to do so.

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Sub360 Limited Warranties. SUB360 WARRANTS THAT (A) THE PRODUCTS AND SERVICES WILL GENERALLY PERFORM IN ACCORDANCE WITH THE APPLICABLE DOCUMENTATION; (B) SUB360 WILL NOT MATERIALLY REDUCE THE CORE FUNCTIONALITY OF THE PRODUCTS AND SERVICES DURING THE CURRENT SUBSCRIPTION TERM . YOUR EXCLUSIVE REMEDY AND SUB360’S ENTIRE LIABILITY FOR A BREACH OF THE ABOVE WARRANTIES WILL BE, AT SUB360’S OPTION, (X) THE CORRECTION OF THE DEFICIENT PRODUCT AND SERVICE THAT CAUSED THE BREACH OF WARRANTY, OR (Y) PROVISION OF COMPARABLE FUNCTIONALITY. IF SUB360 CANNOT ACCOMPLISH (X) OR (Y) IN A COMMERCIALLY REASONABLE MANNER, AS DETERMINED IN ITS REASONABLE DISCRETION, SUB360 MAY TERMINATE THE DEFICIENT PRODUCT AND SERVICE AND REFUND YOU ANY PREPAID FEES FOR THE TERMINATED PRODUCT AND SERVICE, PRORATED TO COVER THE REMAINING PORTION OF THE SUBSCRIPTION TERM FOLLOWING NOTICE OF THE BREACH OF WARRANTY.

Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY OR ITS LICENSORS MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SUB360 DOES NOT WARRANT THAT PRODUCTS AND SERVICES WILL BE ERROR-FREE, FAIL-SAFE OR UNINTERRUPTED, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT ITS SECURITY MEASURES WILL BE SUFFICIENT TO PREVENT THIRD-PARTY ACCESS TO CUSTOMER DATA.

INDEMNIFICATION

Your Indemnification. You will defend, indemnify and hold Sub360, its Affiliates, contractors, employees, agents, third party suppliers, licensors, and partners harmless against any claim, suit, proceeding, losses, damages, liabilities, including legal fees and expenses arising out of or related to (a) Customer Data or your violation of any third party intellectual property right; (b) your breach of these Terms (including any Product and Service-Specific Terms); (c) your (including your Authorized User’s) use or misuse of the Products and Services; and/or (d) your violation of any applicable law or regulation. Sub360 reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Sub360, and you agree to cooperate with Sub360 in defense of these claims. Sub360 will use reasonable efforts to notify you of any such claim upon becoming aware of it.

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LIMITATION OF LIABILITY

Exclusion of Damages. Neither party nor its respective Affiliates will be liable for any loss of profits, revenues, goodwill, anticipated savings, or use, costs of substitute goods or services, or business interruption, or work stoppage, or any indirect, special, incidental, exemplary, punitive, or consequential damages, however caused, and based on any theory of liability, whether for breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, even if such party is advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by law.

Limitation of Liability. A party’s and its respective Affiliates’ aggregate cumulative liability for all damages arising out of or related to these Terms will not exceed the applicable Fees paid or payable to Sub360 in an Order the applicable Products and Services and attributable to the six (6) month period immediately preceding the event giving rise to the liability. The existence of more than one claim will not expand this limit. The liability limitations under this section will not apply to (a) your obligations to pay Fees due under these Terms; (b) your breach of the Use of Products and Services section of these Terms; (c) your indemnity obligations under these Terms; or (d) either party’s gross negligence, willful misconduct, or fraud. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable.

TERM AND TERMINATION

Term. The term of this Agreement will be as set out in the Order(s) (the “Subscription Term”). If there are no active Orders, these Terms will automatically be terminated by either Party if a new Order is not entered into for thirty (30) days.

Suspension. In the event of your or an Authorized User’s breach of these Terms, including without limitation for your non-payment of Fees, Sub360 may, in its reasonable discretion, suspend your or an Authorized User’s access to or use of the Products and Services. Sub360 will use good-faith, reasonable efforts, unless the circumstances dictate otherwise, to reasonably notify you or an Authorized User before taking the foregoing actions.

Termination for Cause. Either party may terminate these Terms and/or any Order upon notice if the other party is in material breach of these Terms, where such material breach is not cured (to the extent capable of being cured) within thirty (30) days after receipt of notice from the non-breaching party, or with immediate effect where such material breach cannot be cured. This Agreement may be terminated by either party with immediate effect if the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within forty-five (45) days.

Effect of Termination. Upon the termination of these Terms for any reason (a) unless otherwise agreed by the parties in writing, all outstanding Orders and access to the Products and Services, will automatically terminate; (b) you and your Authorized Users will immediately cease access and use of the Products and Services, other than for retrieval purposes provided in (d); (c) all outstanding payment obligations by you will become due and payable immediately; and (d) for thirty (30) days following the termination of these Terms Sub360 will make Customer Data available to you, at your request, via read-only access to the Product and Service, solely for purpose of allowing you to retrieve Customer Data. After thirty (30) days, Sub360 will have no obligation to maintain or provide any Customer Data, and thereafter may delete or destroy all copies of Customer Data. If Sub360 is required to retain a copy of Customer Data for legal purposes, such copy remains subject to the confidentiality provisions of these Terms.

Refund or Payment upon Termination. If you terminate these Terms due to Sub360’s material breach, Sub360 will refund you the prorated portion of prepaid Fees for unused Products and Services. If Sub360 terminates these Terms due to your material breach, you will pay any unpaid Fees. Termination will not relieve you of your obligation to pay any Fees for the period prior to the effective date of termination.

GENERAL PROVISIONS

Publicity. Sub360 may identify you as a Sub360 customer in our promotional materials. You may revoke this grant at any time, in part or in whole, by sending an email to marketing@sub-360.com.

Governing Law and Choice of Forum. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to its choice of laws principles. The parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Nassau County, New York for the purposes of adjudicating any matter arising from or in connection with this Agreement

Dispute Resolution. The parties will attempt in good faith to promptly resolve any disputes arising out of or relating to these Terms by negotiation between representatives of each party with the authority to resolve such dispute. If the parties are unsuccessful, such dispute will be submitted to final and binding arbitration. Notwithstanding the foregoing, neither party is required to arbitrate claims (a) where all named parties seek monetary relief which, in the aggregate, qualifies as a claim that meets the requirements of an applicable small claims court; or (b) seeking injunctive relief. However, if a small claim is transferred, removed, or appealed to a different court, either party may require that the claim be submitted to final binding arbitration. Any arbitration will take place on an individual basis. The parties waive the right to participate in a class, consolidated, or representative action or arbitration (“class action waiver”). If this class action waiver is deemed unenforceable, the class, consolidated, or representative action will be brought in a court of competent jurisdiction. To increase the efficiency of resolution, if 25 or more similar arbitration demands, presented by or with the assistance of the same law firm(s) or organization(s) are submitted to an arbitration provider against Sub360 within reasonably close proximity ("Mass Filing"), the parties agree (i) to administer the Mass Filing in batches of no more than 25 demands per batch (if there are less than 25 arbitration demands left over after the above batching, a final batch of the remaining demands) with only one batch filed and adjudicated at a time; (ii) to designate one arbitrator per batch; (iii)to provide for resolution of each batch as a single arbitration with one set of filing and administrative fees per batch; (iv) that no other arbitration demands that are part of the Mass Filing may be filed or adjudicated until the prior batch is adjudicated; (v) that arbitrations fees for a demand in a Mass Filing, including fees owed by Sub360 and claimants, will only be due after your arbitration demand is included in a batch that is properly filed and adjudicated; and (vi) that this staged batch process will continue until each demand (including yours) is adjudicated or otherwise resolved. Arbitrator selection for each batch will be conducted to the extent possible under the arbitration provider’s rules, and the arbitrator will determine the location of the proceedings. You agree to cooperate in good faith with Sub360 and the arbitration provider to implement such a batch approach to resolution and fees. An arbitrator appointed by the arbitration provider will resolve any disagreement between the parties as to whether this provision applies or to the batch process. Unless Sub360 consents in writing, Sub360 does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances.

Force Majeure. Neither party will be responsible or liable for any failure or delay in its performance under these Terms (except for payment of Fees) to the extent due to any cause beyond its reasonable control (“Force Majeure Event”). The party suffering a Force Majeure Event will use reasonable efforts to mitigate against the effects of such Force Majeure Event.

Assignment. You will not assign these Terms, in whole or part, or any right or interest herein, whether by operation of law or otherwise, without the Sub360’s prior written consent, not to be unreasonably withheld, and any purported assignment will be void. Sub360 may assign these Terms without consent to an Affiliate, or in connection with a merger, consolidation, or corporate reorganization, sale of all or substantially all of its assets or business, or other change of control transaction. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

​Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

Entire Agreement; Order of Precedence. These Terms (together with any Orders and linked terms) contains the entire understanding and agreement of the parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications, representations, agreements, and understandings, either oral or written, between the Parties with respect to its subject matter. These Terms may only be amended or waived by a writing signed by both parties; however, Sub360 may update and modify these Terms as necessary to comply with applicable law and regulations.

Modifications. Sub360 may modify these Terms (including any terms or policies referenced herein) from time to time, with notice to you in accordance with the Notice section or by posting the modified Terms on Sub360’s Orders, websites or via the Products and Services. Together with notice, Sub360 will specify the effective date of the modifications. You can review the most current version of these Terms at any time by visiting https://sub-360.com/license terms and by visiting the most current versions of the other pages that referenced in these Terms. The materially revised Terms will become effective on the date set forth in the notice, and all other changes will become effective upon posting of the change. If you (or any Authorized User) accesses or uses the Products and Services after the effective date, that use will constitute your acceptance of any revised terms and conditions.

Miscellaneous. If a provision of these Terms is unenforceable or invalid, the provision will be revised so as to best accomplish the objectives of the parties as evidenced by these Terms, and the remainder of these Terms will continue in full force. The English language version of these Terms will be the version used when interpreting or construing these Terms. Any notices in connection with these Terms must be provided in English. Either party’s failure to enforce any right under these Terms will not waive that right. There are no third-party beneficiaries to these Terms, and you acknowledge that Sub360 will have no obligations or liability whatsoever to any third parties with which you do business.

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DEFINITIONS

“Affiliate” means an entity that controls, is controlled by, or is under common control of a party, where “control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interest of such entity or party (but only for so long as such control exists) or the right to otherwise control the decision making of the subject entity.

​“Authorized Users” means any individual or agents authorized by you to access or use the Products and Services, including if they are not from your organization or domain.

​“Customer Data”means any content, data, information, personal data and other materials submitted by you or an Authorized User to the Products and Services. Customer Data excludes Statistical Usage Data, any content from publicly available sources, and any suggestion, enhancement request, recommendation, correction, or other Feedback relating to the operation of the Products and Services.

​“Documentation” means the official Sub360-provided instructions, user guides, help and training manuals, descriptions of support, and other descriptive product information applicable to the Products and Services, whether in electronic, paper, or equivalent form, as updated from time to time, accessible at sub-360.com or other websites designated by Sub360.

​“Harmful Code” means code, files, scripts, agents, malware, or programs intended to do harm, including but not limited to viruses, worms, time bombs, and Trojan horses.

​"Intellectual Property Rights” means all rights, title, and interest in all intellectual property, including patents, copyrights, trade secrets, mask works, trademarks, and other intellectual property rights of any sort throughout the world.

​“Order” means Sub360’s applicable online registration pages, order pages, flows, in-product screens or other Sub360 approved ordering document or process describing the products and services you are ordering from Sub360, and their permitted scope. Orders will identify the Products and Services, scope, quantity, use limits, charges, and other information relevant to a specific transaction between you and Sub360.

​“Statistical Usage Data” means usage information or data related to the access or use of the Products and Services. Examples of Statistical Usage Data include information or data on user visits, user activity, project activity, and numbers and types of clicks or impressions, as well as statistical, functional, behavioral, or other information or data based on or derived from such access or use.

​“Products and Services”means the Sub360 products including applications, mobile, software, websites or other properties owned by Sub360, and all associated Updates, offered under an Order governed by or subject to these Terms.

​“Subscription Term” means your permitted subscription period (or specific project or transaction, as applicable) for a Product and Service, as described in the Order, including the initial term and any applicable renewal terms.

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“Support Products and Services” means Sub360’s then-current customer support applicable to the Products and Services, if any, as may be specified or purchased in an Order.

​“Updates” means all updates, enhancements, and other modifications that Sub360 makes generally available, at no additional charge, to its customers of the Products and Services identified in an Order.

Last Updated May 1, 2025