Terms of Service

MASTER SUBSCRIPTION AGREEMENT

Last updated: August 21, 2023

This Master Subscription Agreement (“Agreement”) is made and entered into between Double-Loop, Inc., a Delaware

corporation (“Company”) and Client (defined below). This Agreement sets forth the terms pursuant to which Client will be

permitted to use and receive access to the Service (defined below). Each of Company and Client is a “Party” and together, the

“Parties.”

FORM OR OTHER DOCUMENT THAT REFERENCES THIS AGREEMENT, USING (OR MAKING ANY PAYMENT FOR) THE SERVICE OR

1. DEFINITIONS

1.1. “Affiliate” means any corporation, partnership, joint venture, or other entity: (i) as to which a Party owns or controls,

directly or indirectly, stock or other interest representing more than 50% of the aggregate stock or other interest entitled to

vote on general decisions reserved to the stockholders, partners, or other owners of such entity; (ii) if a partnership, as to which

a Party or another Affiliate is a general partner; or (iii) that a Party otherwise is in common control with, controlled by, or

controls in matters of management and operations.

1.2. “Authorized Users” means Client’s personnel accessing and using the Service on Client’s behalf.

1.3. “Client Data” means information, content, data, and materials imported or input by Client into the Service.

1.4. “Losses” means: (i) all damages, costs, and attorneys’ fees finally awarded against Indemnitee pursuant to the

Indemnified Claim; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Indemnitee in

1.6. “Service Data” means information, content, data, and materials generated by Company or obtained directly by

aggregate usage data collected or obtained in connection with the use of the Service hereunder.

1.7. “Service” means those modules and features of Company’s software-as-a-service platform as made available by

on behalf of Company, including associated documentation made available to Client in written form or online.

1.8. “System” means Client’s information technology systems and equipment.

2. SUBSCRIPTIONS

2.1. Accounts and Registration. To access and use the Service, Client must register for an account. When registering for an

support@doubleloop.app.

2.2. Subscription Options. Client may purchase access to the Service through either (i) an online Subscription; or (ii)

Service up to date. Company may change the Subscription Fees for the Service, including

additional fees or charges. Client is encouraged to check Company’s pricing page periodically

pricing page. "

2.2.1.2. General Payment Terms. Before payment of any Subscription Fee, Client will have an

opportunity to review and accept the fees that will be charged. All Subscription Fees are in

or as required by applicable law.

payment processors to periodically charge, on a going-forward basis and until cancellation of

the Subscription, all accrued sums on or before the payment due date. Client’s account will be

charged automatically on the Subscription Billing Date and thereafter on the renewal date of

method associated with Client’s account.

next periodic Subscription Fee to Client’s account. Client may cancel its Subscription by clicking

“cancel” on the billing page or contacting Company at support@doubleloop.app. CLIENT’S

Term, the Order Form will automatically renew for subsequent terms of the same length as the Initial Term,

unless a Party provides written notice of nonrenewal at least thirty (30) days prior to the end of the then

current Subscription Period (collectively, the “Subscription Term”).

Fees are quoted in, and all payments must be made in, U.S. dollars.

2.2.2.2. Payment Terms Unless otherwise specified in an Order Form, Client will pay all amounts due

instrument for the Order Fees in advance in accordance with any billing frequency stated in

the applicable Order Form. Amounts due from Client under this Agreement may not be

2.2.2.3. Late Payment Any amount not paid when due will be subject to finance charges equal to 1.5%

Client will reimburse any costs or expenses (including, but not limited to, reasonable

attorneys’ fees) incurred by Company to collect any amount that is not paid when due.

2.2.2.4. Billing. Client will provide Company with valid and updated payment instrument information

all Service ordered in the applicable Order Form during the Term (defined below).

2.3. Authorization. Client authorizes Company to charge all sums for Subscription Fees and/or Order Fees (collectively

“Fees”) including all applicable taxes, to the payment method specified in Client’s account. If Client pays any Fees with a credit

card, then Company may seek pre-authorization of Client’s credit card account prior to purchase to verify that the credit card

amount is due but unpaid. In addition to the amount due for the Service, a delinquent account may be charged with fees or

transferable, non-sublicensable right, during the Term (defined below), to allow its Authorized Users to access and use the

Service for Client’s internal business purposes.

3.2. API License. If under the terms of Client’s Subscription or if an Order Form indicates that Client will receive access to

an application programming interface, or if Company provides credentials to Client that enable Client to access a Company-

provided application programming interface in connection with the Service (each, an “API”), subject to Client’s full and ongoing

compliance with the terms and conditions of this Agreement, including without limitation the payment of all applicable Fees,

then Company hereby grants Client a non-exclusive, non-transferable and non-sublicensable right and license under Company’s

rights in that API to access and use such API solely for the term set forth in such Order Form and in accordance with all applicable

Documentation (defined below) and the restrictions set forth in this Agreement. Without limiting the foregoing, Client will

comply with any volume or other usage-based restrictions provided by Company as set by the Subscription or as forth in an

applicable license to or grant of access and usage rights of the Service.

Service, Client agrees to provide Company with as much access to its System as may be necessary to duplicate and resolve such

3.5. Client Responsibilities. Client is responsible for all activities that occur under Client’s user accounts. Client will: (i)

obtain and maintain all equipment and any ancillary services needed to connect to, access or otherwise use the Service and

uses provided herein.

4.1. Reservation of Rights. Client acknowledges that in providing the Service, Company utilizes (i) Company name,

trademarks; (ii) certain audio and visual information, documents, software and other works of authorship; (iii) analytical,

predictive, and optimization models, frameworks, rules, algorithms, and similar systems, data mining and other algorithms, and

any other technology, software, hardware, products, processes, algorithms, know-how and other trade secrets, techniques,

designs, inventions and other tangible or intangible technical material or information (collectively "Technology"). As between

Technology and the Service and any associated Service Data, together with any and all modifications, customizations or

improvements to any of the foregoing, including without limitation, any AI or machine learning models, algorithms, neural nets,

and similar technologies that may be enhanced, expanded, developed, or otherwise improved through the provision of the

Services and through the processing and use of Client Data (“Derivatives”). Other than as expressly set forth in this Agreement,

no license or other rights in the Technology or Derivatives are granted to Client.

4.2. Client Data. Company acknowledges that, as between Company and Client, Client is the sole and exclusive owner of

the Client Data. In order to enable Company to provide the Service, Client hereby grants to Company and its successors, a

use, process, transmit, store, and disclose any Client Data imported, obtained through Client’s system APIs or integrated with

disaggregated form, or to identify Client as the source of any such Client Data or analytical results.

Documentation as being required to use properly such Service (“Third-Party Service”), the Third-Party Service and their use by

all such terms. Without limiting the foregoing, if Company enables Client to access a hosted environment offered by a third-

party cloud or platform service provider, then Client must agree to the applicable service provider’s terms and conditions prior

to accessing such hosted environment, and Client will comply at all times with such terms and conditions.

4.4. Service Guidelines. Client will use the Service solely as contemplated by this Agreement and will not: (i) submit or

transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs

to or through the Service or transmit unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar or

obscene material or material harmful to minors, or collect data regarding others without their consent; (ii) interfere with or

disrupt the integrity or performance of the Service or the content, data, or information contained therein; (iii) attempt to gain

or permit unauthorized access or access to a third party (including customers or vendors) to the Service, computer systems or

networks related to the Service; (iv) disassemble, reverse engineer, or decompile any of the Technology (defined below), or

to build a competitive product or service, reproduce features of the Service, or resell the Service.

4.5. Usage. Client will use the Service and Documentation in compliance with all applicable laws and regulations. Client will

unauthorized use of which Client becomes aware. Client will immediately terminate any unauthorized use by persons having

access to the Service or Documentation through Client.

4.6. Feedback. If Client provides any feedback to Company concerning the functionality and performance of the Service or

Documentation (including identifying potential errors and improvements), Client hereby assigns to Company all right, title, and

5.1. Taxes. All payments required by this Agreement exclude all sales, value-added, use, or other taxes and obligations, all

of which Client will be responsible for and will pay in full, except for taxes based on Company’s net income. If Company has the

legal obligation to pay or collect taxes for which Client is responsible pursuant to this Section 5.1, the appropriate amount will

be invoiced to and paid by Client, unless Client provides Company with a valid tax exemption certificate authorized by the

appropriate taxing authority.

5.2. Audit Rights. During the Term and for one year thereafter, Company will be entitled to audit Client upon three days’

of Authorized Users) to determine accuracy of all payments owed pursuant to this Agreement. No more than one audit may

be conducted per quarter. Client will cooperate with Company in the performance of any such audit, and will provide to

computer systems and / or facilities as Company may reasonably request for such limited purposes. Company will bear the costs

purchased seat licenses), and (iii) Company may immediately terminate this Agreement for cause, in addition to any and all

remedies available to Company in law or equity.

6. CONFIDENTIALITY

obtained from a Party (“Disclosing Party”) to or by the other Party (“Receiving Party”), whether orally, visually, or in writing,

that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information

and the circumstances of disclosure. “Confidential Information” of a Disclosing Party includes such Disclosing Party’s business

and marketing plans, technology and technical information, product plans and designs, and business processes. Without limiting

information, and all information concerning Service-related database structure information and schema. The Confidential

Information of Client shall include, without limitation, the Client Data. However, “Confidential Information” does not include

any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing

to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d)

6.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving

have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

Notwithstanding the foregoing, Company is permitted to disclose Confidential Information of Client on a need-to-know basis

compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing

7.1. Term. This Agreement will remain in force while there is an active Subscription or Order Form unless terminated in

accordance with this Agreement (the “Term”).

after receipt of written notice of the same. The foregoing cure period will not apply in the case of failure to pay fees. Either

other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency,

receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty

Service in the event that Company determines that Client’s use of the Service violates this Agreement or any applicable law or

7.3. Effect of Termination. Upon the effective date of expiration or termination of this Agreement for any reason:

under this Agreement will become due immediately; (c) within thirty (30) days after such expiration or termination, each Party

copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping

requirement.

7.4. Survival. Notwithstanding anything to the contrary herein, all definitions and Sections 1, 2.2.2.3, 2.4, 4.1, 4.2, 4.6, 5, 6,

7.3, 7.4, 8.3, 10, and 11 will survive termination or expiration of this Agreement.

8. WARRANTIES AND DISCLAIMER

consistent with applicable industry standards; (ii) it has all necessary right, power, and authority to enter into this Agreement

and provide the Service to Client in accordance with the terms of this Agreement without any conflict or breach of any contract

or obligation to any third party; and (iii) to Company’s knowledge, Client’s use of the Service as provided and in accordance with

this Agreement does not and will not infringe the intellectual property rights of any third party, provided that Client’s sole and

8.2. By Client. Client represents and warrants to Company that:

privacy and data protection laws and regulations, or Client’s internal privacy policies, in connection with the collection, use or

accruing to it.

DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY,

SERVICE. COMPANY DOES NOT WARRANT THAT THE SERVICE IS ERROR-FREE OR THAT OPERATION OF THE SERVICE WILL BE

SECURE OR UNINTERRUPTED. COMPANY DOES NOT WARRANT THAT ANY INFORMATION PROVIDED BY THE SERVICE OR

infringes or misappropriates any patent, copyright, or trademark, subject to Section 9.4, and (ii) indemnify Client from and pay

or specifications; (3) use of the Service by Client for purposes not intended or outside the scope of the license granted to Client;

9.2. Mitigation; Limited Remedy. If Company becomes aware of, or anticipates, a Claim subject to Section 9.1, Company

may, at its option: (i) modify the Service so that it becomes non-infringing or substitute a functionally equivalent product; (ii)

state Company’s sole and exclusive liability, and Client’s sole and exclusive remedy, for the actual or alleged infringement,

complete control over the defense and settlement of the Indemnified Claim; (iii) providing assistance in connection with the

defense and settlement of the Indemnified Claim as Indemnitor may reasonably request; and (iv) complying with any settlement

or court order made in connection with the Indemnified Claim. Indemnitee will not defend or settle the Indemnified Claim

10. LIMITATIONS OF LIABILITY

INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, ARISING OUT OF OR RELATED TO THE SUBJECT MATTER

ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF

THE TOTAL AMOUNT PAID BY CLIENT TO COMPANY UNDER THE INVOICE WITH RESPECT TO WHICH THE LIABILITY AROSE

DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN

10.3. Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF

ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND

11.1. Relationship of the Parties. Company will be and act as an independent contractor (and not as the agent or

representative of Client) in the performance of this Agreement. Company may utilize subcontractors or other third parties to

perform its duties under this Agreement so long as Company remains responsible for all of its obligations under this Agreement.

11.2. Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if: (i) in

other Party in accordance with this Section 11.2. Notices are deemed given 1 business day following the date either Party sends

such limited use by Company shall include proper attribution to Client or its parent company of any trademark or logo of Client

11.4. Assignability. Neither Party may assign its right, duties, or obligations under this Agreement without the other Party’s

prior written consent, which consent will not be unreasonably withheld or delayed, except that Company may assign this

assignment of this Agreement. “Change of Control” means a merger, acquisition, divestiture, sale of assets or equity, or similar

transaction.

Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Client

11.6. U.S. Government Restricted Rights. If the Service is commercial computer software, as that term is defined in 48 C.F.R.

§2.101. Accordingly, if Client is the U.S. Government or any contractor therefor, Client will receive only those rights with respect

respect to all other U.S. Government licensees and their contractors.

11.7. Force Majeure. Neither Party will be liable for, or be considered to be in breach of or default under this Agreement

as a result of any cause or condition beyond its reasonable control, so long as that Party uses all commercially reasonable efforts

to avoid or remove the causes of non-performance.

11.8. Arbitration. Any dispute, claim, or controversy between the Parties arising out of or relating to this Agreement,

Arbitration Rules and Procedures then in effect before a single arbitrator chosen in accordance with such rules. The ruling by

local laws of the State of California, and not including the provisions of the 1980 U.N. Convention on Contracts for the

11.10. Waiver. The waiver by either Party of any breach of any provision of this Agreement does not waive any other breach.

The failure of any Party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not

11.11. Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of

this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Service under this

in this Agreement will include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and

pronouns will include the plural, and vice versa. The headings set forth in this Agreement are for convenience of reference

purposes only and will not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any

term or provision hereof. Any law defined or referred to herein means such law as from time to time amended, modified or

supplemented, including (in the case of statutes) by succession of comparable successor laws.

11.13. Entire Agreement. This Agreement, including all attachments, is the final and complete expression of the agreement

between these Parties regarding the subject matter hereof. This Agreement supersedes, and the terms of this Agreement