SOC SUBSCRIPTION AGREEMENT

This Subscription Agreement is by and between AG1, Inc (dba AgileBlue), with a principal place of business at 9000 Sweet Valley Drive, Cleveland, Ohio 44125 (“AgileBlue”) and the client whose name and address are set out in the order form (“Subscriber”) and is effective on the later of the dates underneath the parties’ signatures below (the “Effective Date”). In consideration of the mutual obligations set forth hereinafter and intending to be legally bound, AgileBlue and Subscriber agree as follows:

  1. Subscription Rights. In consideration of Subscriber’s payment of the fees and compliance with the terms herein, AgileBlue grants Subscriber a non-exclusive, nontransferable right for the Subscription period ordered (unless earlier terminated pursuant to the terms of this Agreement) to use the Service solely for Subscriber’s internal business use.

  2. Charges and Payment of Fees. Subscriber shall pay the Subscription fees as set out in the order form at the time the fees or charges are due and payable.

  3. Billing and Renewal. Subscription fees are charged in advance for use of the Service. AgileBlue or the supplier named in the order form will automatically issue an invoice to Subscriber monthly, quarterly or each year on the subsequent anniversary for annual service as set out in the order form. The renewal charge will be equal to the service fees in effect during the prior term, unless AgileBlue or the supplier has given Subscriber at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Subscription fees are non-refundable and are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Subscriber shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on AgileBlue’s or the supplier’s income. Invoices will not reset unless Subscriber consistently exceeds 10% increase on devices or acquires a business.

    Subscriber agrees to provide AgileBlue or the supplier with complete and accurate billing and contact information. This information includes Subscriber’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact.

  4. Non-Payment and Suspension. In addition to any other rights granted to AgileBlue herein, AgileBlue reserves the right to suspend or terminate this Agreement and Subscriber’s access to the Service if Subscriber’s account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Subscriber will continue to be charged for Licenses during any period of suspension. If Subscriber or AgileBlue initiates termination of this Agreement, Subscriber will be obligated to pay the balance due on its account computed in accordance with the Charges and Payment of Fees section above. AgileBlue or the supplier reserves the right to impose a reconnection fee in the event Subscriber is suspended and thereafter request access to the Service. Subscriber agrees and acknowledges that AgileBlue has no obligation to retain Subscriber Data and that such Subscriber Data may be irretrievably deleted if Subscriber’s account is 30 days or more delinquent.

  5. Subscriber Data. AgileBlue does not own any Subscriber Data. AgileBlue will not share, distribute or print any Subscriber Data except as may be required by this service and the law. Upon termination for cause, Subscriber’s right to access or use Subscriber Data immediately ceases, and AgileBlue will have no obligation to maintain or forward any Subscriber Data.

  6. Confidentiality. In the course of performance of this Agreement, both parties acknowledge that each will obtain or gain access to non-public information that is confidential and proprietary to the other (“Confidential Information”). The parties agree that any AgileBlue intellectual property and technology and Subscriber Data are Confidential Information. Each party will (a) only use the other party’s Confidential Information for the purposes contemplated by this Agreement; (b) not use for its own benefit or knowingly disclose to, or use for the benefit of, any other person any Confidential Information without the other party’s prior written consent; (c) use at least the same degree of care and caution to protect the other party’s Confidential Information from disclosure that it employs with respect to its own confidential information, but in no event less than a reasonable degree of care and caution; (d) disclose Confidential Information only to those of its employees, agents, consultants or contractors who require access to it in order for the party to be able to perform its obligations under this Agreement; and (e) take appropriate action by instruction, agreement or otherwise with persons allowed such access to satisfy the foregoing obligations. This section will not apply to any information which (i) is or becomes publicly available through no fault of the receiving party; (ii) is already in the receiving party’s possession without restriction on disclosure when disclosed by Subscriber; (iii) is independently developed by the receiving party without use of the Confidential Information of the disclosing party; or (iv) is rightfully obtained by the receiving party from a third party without violating the rights of the disclosing party.

  7. Limited Warranties, Limitations of Liability, and Indemnity.
    7.1. Limited Warranty. AgileBlue warrants, for the benefit solely of Subscriber, that the Services will be provided in a competent and professional manner and shall be in accordance with the practices and quality standards reasonably applicable to similar services.

    7.2. Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING OR RELATING TO THE SERVICES OR TO ANY OTHER MATERIALS, GOODS OR SERVICES FURNISHED TO SUBSCRIBER HEREUNDER OR IN CONNECTION HEREWITH. AGILEBLUE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF PRODUCTS, WHETHER MADE BY AGILEBLUE EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, WILL BE DEEMED TO BE A WARRANTY BY AGILEBLUE FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF AGILEBLUE WHATSOEVER. WITHOUT LIMITING THE FOREGOING, AGILEBLUE SERVICES ARE NOT INTENDED TO PREVENT CYBER ATTACKS OR BREACHES, RATHER, TO INCREASE AWARENESS AND VISIBILITY TO THE INCIDENT WHERE CYBER CRIMINALS HAVE BREACHED THE COMPANY DEFENSES.

    7.3. Limitation of Liability. Regardless of the form of action, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID TO AGILEBLUE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR WITH RESPECT TO A BREACH OF SUBSCRIBER’S PAYMENT OBLIGATIONS, THE AMOUNT OWED BY SUBSCRIBER. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY SIMILAR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFIT OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FOR WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY SUCH DAMAGES. IN NO EVENT WILL AGILEBLUE HAVE ANY LIABILITY FOR THIRD PARTY PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION THOSE BUNDLED, INTEGRATED OR OTHERWISE ASSOCIATED WITH AGILEBLUE PRODUCTS OR SERVICES.

  8. Term and Termination. This Agreement commences on the Effective Date. The Initial Term of the Agreement shall be twenty-four (24) months from the Effective Date and shall automatically renew for subsequent twelve (12) month periods unless either party notifies the other party in writing at least ninety (90) days prior to the next-scheduled renewal date of its intention not to renew. Either party may terminate this Agreement effective only upon the expiration of the then current License Term, by notifying the other party in writing at least ninety (90) days prior to the anniversary date of the initial or renewal Effective Date(s).

  9. Entire Agreement; Modifications. This document contains the entire agreement between the parties relating to the matters covered by it, superseding all other oral or written representations, understandings, proposals or other communications between the parties. This Agreement may be modified only by a written instrument signed by an authorized representative of each party.

  10. Severability. In the event that any provision of this Agreement is for any reason void or unenforceable in any respect, such provision will be without effect to the extent of the voidness or unenforceability without affecting such provision in any other respect and without affecting any other provision.

  11. Governing Law. This Agreement will be governed by the substantive laws (but not the conflicts of laws provisions) of the State of Ohio; and each party hereby submits to the exclusive jurisdiction of the federal and state courts located in Ohio for purposes of any actions or disputes related to this Agreement.

  12. Force Majeure. In no event will either party be liable for any delay or failure to perform under this Agreement (except obligations to make payments as and when due) that is due to causes beyond the reasonable control of such party.