Effective Date: 6/6/2025
This Software as a Service ("SaaS") Master Subscription Agreement ("Agreement") is entered into as of the Effective Date (as defined below) by and between Ziur Holdings LLC, a Wyoming limited liability company, dba Unified Systems Intelligence ("Company"), and the undersigned subscriber ("Customer"). This Agreement governs Subscriber's access to and use of Company's software-as-a-service applications.
"Customer Data" means (a) all information, data and materials owned or controlled by Customer that are furnished to Company in connection with the Subscription Services, uploaded to the Subscription Services in connection to the Customer's tenant account, or otherwise made available to Company pursuant to this Agreement and subsequent Vendor connection events where Vendor Data may be shared to the Customer with express consent of the Vendor, and (b) any results, data, and reports generated via the Subscription Services incorporating or based on the above.
"Vendor Data" means (a) all information provided to Customer by a vendor through mutual connection within the software (b) data that is uploaded from Vendor accounts that are shared through onboarding checklists (c) Vendor profiles that are created with the express consent of a vendor to populate their company information and profile, certifications, and onboarding data of their own volition with the goal of connecting with new customers.
"Effective Date" means the last date of execution between the Parties.
"Order Form" means an ordering document specifying Customer's purchase of subscription(s) that is entered into between Customer and Company, including any addenda and supplements thereto.
"Services" means the software-as-a-service applications provided by Company and as ordered in an Ordered Form by Customer, including but not limited to:
"Subscription Services" means: (i) the Unify.CMS software application or applications ordered by Customer under an Order Form, and (ii) all new versions, updates, revisions, enhancements, improvements, derivatives and modifications of the foregoing. The Subscription the Customer falls under is designated through an autocheck out process or through negotiation and defines the scope of the products.
"Updates" are any modifications, improvements, bug fixes, or other new versions of the Subscription Services made available as part of the specified Subscription. Company will make all Updates available to Customer as and when they are available to other Subscription Service users. This is no way means the customer will receive new updates that are outside of the existing subscription products for specified Customer.
Company grants Subscriber a limited non-transferable, non-exclusive right during the Term (as defined in Section 3 Term and Termination below) for Users to use and access the Subscription Services (such access, the "Subscription"), subject to the terms of this Agreement and any Order Form.
Customer will be granted an unlimited number of credentialed user accounts. Customer will immediately notify Company if (a) a credential issued to a User (i.e. user ID and password) is compromised or improperly disclosed, or (b) the User assigned to a credential no longer requires access to the Subscription Services.
Subscriber shall not (i) modify, copy, or create derivative works based on the Services; (ii) reverse engineer or decompile the Services; (iii) remove any proprietary notices from the Services; or (iv) use the Services in violation of any applicable law or regulation.
Subscriptions ordered by Customer shall be listed in the Order Form. Each Order Form will specify the specific subscriptions ordered, and the fees and payment terms for use of the subscriptions. Each Order Form during the Term is governed by the terms of this Agreement and in the event of a conflict or discrepancy between the terms of an Order Form and the terms of this Agreement, this Agreement shall govern except as to which specific subscriptions were ordered, the subscription term for the order, and the fees, currency and payment terms for the order, for which the Order Form shall govern. Except as otherwise specified in an Order Form, fees are based on services purchased and not actual usage. Customers may self-check out through the portal and if self-check out occurs, the Order Form designation is waived and the default terms and requirements fall within the self-checkout requirements.
Company shall provide Application Programming Interface ("API") integration and documentation to access its API with RESTful services at the listed price associated with specified 3rd party and customized API cost requirements. Company utilizes REST v3, and requires multiple authentication point of entry. Company agrees to provide Customer API integration as requested by the end of 2025.
Customer will pay Company the fees as set forth in each Order Form (the "Fees"). Unless otherwise set forth in an Order Form, Subscription Services will be invoiced annually in advance. Unless otherwise set forth in an Order Form, undisputed Fees are due thirty (30) days after Customer's receipt of the applicable invoice.
The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder.
Company will provide database and server infrastructure on dedicated hardware to support its Services.
Company shall have its Unify.CMS Subscription Service functional and operating no later than December 31, 2025. Company commits to provide 99.7% availability with respect to the Customer's Service during each calendar month of the Term, excluding scheduled maintenance times ("Service Availability"). If, in any calendar month, this Service Availability is not met by Company, and Customer was negatively impacted (attempted to log into or access the Service and failed due to Unplanned Downtime, as defined below), Company shall provide, as the sole and exclusive remedy, a service credit based on the monthly fee for the use of the Service, as follows:
| Service Availability | Service Credit |
|---|---|
| <99.7% and >= 99.5% | 10% |
| <99.5% and >= 99.0% | 15% |
| < 99.0% | 25% |
Company measures the Service Availability over each calendar month by dividing the difference between the total number of minutes in the monthly measurement period and any Unplanned Downtime by the total number of minutes in the measurement period, and multiplying the result by 100 to reach a percent figure. "Unplanned Downtime" means any time during which a problem with the Service would prevent the Customer from logging in or accessing the Service. Company shall calculate any Unplanned Downtime using Company's system logs and other records. Unplanned Downtime does not include any time during which the Services are not available due to any suspension or termination of the applicable Service, or any other unavailability or performance issue that results from Customer's and/or a third-party's equipment, software, services, or other technology (other than third party equipment or services within Company's direct control).
Company will use commercially reasonable efforts to make the Subscription Services continuously available to Customer. Any scheduled maintenance does not count as Unplanned Downtime for the purposes of calculating a Service Credit. Maintenance schedules are as follows:
Maintenance is pushed out every day between 7AM-8AM EST. These updates are minor updates that do not impact clients or their use of the platform. Users may experience an application load error during this time, but it will clear within a 1-2 minute time frame.
This occurs between 7AM-8AM EST on Monday mornings. These updates are major updates and may impact user experience for the hour they are being pushed.
These are once per month, the final Friday of every month. These updates are pushed between 12AM EST - 6AM EST and may have severe impact on usability, hence the time period they are conducted. These deployments incorporate major security updates and various large scale upgrades that can impact user experience.
Maintenance is 'scheduled' if it is communicated (i) in accordance with the Notice section set forth below, and (ii) at least two full business days in advance of the scheduled maintenance time, although Company will strive to communicate scheduled maintenance at least a week in advance when possible.
Depending on expressed level of support defined in the subscription chosen, these benchmarks for time and initial response are provided. Support levels are subscriptions separate from the subscription utilized for the products themselves, and Customer must have a Medium, High or Critical designation on their account to receive the below designated SLAs. Any other inquiry will expect a P4 response.
| Severity Level | Definition | Initial Response Time | Resolution Time Target |
|---|---|---|---|
| Critical (P1) | The Service is completely unavailable or severely impacted, causing a full service outage with no workaround available. | Within 30 minutes (24/7) | Within 24 hours |
| High (P2) | Major functionality of the Service is impaired, but a temporary workaround is available. | Within 2 hours (Business Hours) | Within 48 hours |
| Medium (P3) | Minor functionality is affected, but core features remain operational. | Within 1 Business Day | Within 5 Business Days |
| Low (P4) | General inquiries, minor bugs, or enhancement requests that do not impact functionality. | Within 2-4 Business Days | Next release cycle or as agreed upon |
Company will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). Company utilizes Accunetix, Wazuh, Invicti Cyber Security End Point monitoring 24 hours a day 7 days a week on all its resources. Where Customer's use of Subscription Services includes the processing of Personal Data (as defined in the DPA), the terms of the data processing addendum shall apply to such processing and shall be incorporated into this Agreement, provided and from the date that a copy of the DPA is signed by the Customer and sent to Company. For detailed information about our security measures, please refer to our Security Protocols.
Customer retains all right, title, and interest in the Customer Data within the Customer Tenant, except as explicitly set forth herein. Customer grants Company a worldwide, royalty-free, sublicensable (solely to subcontractors in order to fulfill the purposes of this Agreement), nonexclusive license during the Term to use Customer Data solely for the purpose of providing the Subscription Services. Company shall not sell or provide access to any Customer Data to any third parties, data brokers, other organizations, or partners, other than what is expressly permitted hereunder and with the written consent of Customer.
Vendors create their accounts from a request of the Customer or by signing up on a Vendor Registration form. In this scenario, the Vendor retains all right, title and interest in its own data records and uploads data as a part of its Vendor profile – this data can be shared to Customer when making connections. The data aggregated from Vendor connections within the Customer tenant is retained with the Customer, and the Data uploaded by the Vendor in their Vendor account is retained with the Vendor.
Except for the access rights granted herein, all right, title and interest in and to all Company property including the platform, servers, code, database schema, database, APIs, and all architectural elements of the product is retained by Company, and there is no blending, co-mingling or misunderstanding that the product is owned under Company.
"Confidential Information" means non-public or proprietary information in any form disclosed by or on behalf of either party that (a) is marked or identified as "confidential" or with a similar designation, or (b) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential. Without limiting the foregoing, Confidential Information includes any information regarding a party's strategic plans, business development strategies, and technical information.
Each party (the "Receiving Party") may have access to the other party's (the "Disclosing Party") Confidential Information as a result of this Agreement. Confidential Information is and will remain the sole property of the disclosing Party. This Agreement's terms are Confidential Information of the parties, but its existence is not. Each Receiving Party will (a) only use Confidential Information to fulfill its obligations hereunder, (b) only provide access to the Disclosing Party's Confidential Information on an "as-needed" basis to its personnel, agents, and/or consultants who are bound by obligations materially similar to this section, and (c) maintain such Confidential Information using methods at least as protective as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Subject to the "Customer Data Portability and Deletion" section below, each party will promptly return or destroy the other party's Confidential Information upon termination or expiration of this Agreement.
Confidential Information does not include, and the "Ownership and Use" section does not apply to, information that is (a) publicly available when disclosed or becomes publicly available without fault of the Receiving Party after disclosure, (b) rightfully communicated to the Receiving Party by entities not bound to keep such information confidential, whether prior to or following disclosure, (c) independently developed by the Receiving Party, or (d) approved for unrestricted disclosure by the Disclosing Party.
The Receiving Party may disclose the Disclosing Party's Confidential Information as required (a) by court order or applicable law (provided that, to the extent legally permissible, the Receiving Party promptly notifies the Disclosing Party of such requirement and cooperates with the Disclosing Party's reasonable and lawful efforts to prevent or limit the scope of such disclosure, at the Disclosing Party's expense), or (b) to establish its rights under this Agreement.
Each party represents that (a) it has validly entered into this Agreement.
Company warrants that the Subscription Services will perform substantially in accordance with the documentation provided by Company and Company will not materially decrease the functionality or the overall security of the Subscription Services during the Term.
For any breach of the Subscription Services warranty above, Customer's exclusive remedies are those described in the "Termination" and "Rights on Termination" sections below.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Subject to the exclusions set forth below, Company will (i) defend Customer, its officers, directors and employees against any third party claim, demand, suit or proceeding to the extent alleging that the Subscription Services infringes any third party United States patent existing as of the Effective Date, copyright or trademark, or misappropriates any third party trade secret (a "Claim Against Customer") and will (ii) indemnify Customer from any court-ordered award of damages or settlement amount to the extent arising from a Claim Against Customer. Notwithstanding the above, Company's defense and indemnification obligations do not apply if any Claim Against Customer arises from (a) modification of the Subscription Services other than by Company or its contractors, (b) use of the Subscription Services in a manner not contemplated by this Agreement or in combination with any Company Applications (c) Customer's failure to use Upgrades and Updates, or (d) Customer Data or other information, materials, instructions, specifications, or requirements provided by or on behalf of Customer.
If Customer's use of the Subscription Services is or (in Company's reasonable discretion) is likely to be enjoined, Company may (a) procure for Customer the continued use of the Subscription Services, (b) replace the Subscription Services with a non-infringing equivalent, or (c) modify the Subscription Services so it becomes non-infringing, provided that, in the case of (b) or (c), the replacement or modified Subscription Services has materially similar functionality to the original. If Company cannot so reasonably procure, replace, or modify the Subscription Services, without limiting any its rights at law or in equity, Customer may terminate this Agreement and Company shall immediately refund Customer any pre-paid Subscription Services Fees attributable to the terminated portion of the Term.
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, ANTICIPATED SAVINGS OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
This Agreement shall commence on the Effective Date and continue until all subscriptions have expired or have been terminated ("the "Term").
The term of each Order Form will be as set forth in the Order Form. Except as otherwise specified in an Order Form, all subscriptions will automatically renew for one (1) year on the successive anniversary of the applicable Order Form, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term.
Either party may terminate this Agreement if (a) the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors that is not dismissed within thirty (30) days.
If this Agreement is terminated for cause by Customer, Company will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated for cause by Company in accordance, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. Upon termination of this Agreement, Company will terminate Customer's right to access and use the Services.
Upon request by Customer made within thirty (30) days of the effective date of termination or expiration of this Agreement (the "Transition Period"), Company will make the Customer Data available to Customer for export or download in a standard format to be agreed upon by the parties. After the Transition Period, Company will have no obligation to maintain or provide any Customer Data, and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
During the Term of this Agreement, the Provider shall maintain, at its own cost and expense, the following insurance policies with financially sound and reputable insurance carriers rated A- or better by A.M. Best.
Cyber liability insurance with limits of not less than $5,000,000 each occurrence and $5,000,000 general aggregate covering liabilities for financial loss resulting or arising from (but not limited to) breaches of security, and damage, destruction or theft of data. If Customer shall have access to personally identifiable information, such insurance shall also cover liabilities for the failure to prevent unauthorized access to data containing such information including violations of privacy laws and regulations. Customer shall be added as an additional insured on the policy.
COMPANY MUST OBTAIN THE REQUIRED MINIMUM INSURANCE AND DELIVER CERTIFICATES OF INSURANCE IN A FORM ACCEPTABLE TO CUSTOMER WHICH EVIDENCE THAT COMPANY HAS THE INSURANCE REQUIRED BY THIS SECTION. Client shall be included as an "Additional Insured" with respect to all coverages required by this Section. Company shall obtain the insurance policies required by this Section from a company licensed to do business in the state where the Services will be performed at the time the policies are issued and that has a rating of A+ X or better. Company's policies shall not be canceled without thirty (30) calendar to days prior written notice from the insurer to Company and Customer. Customer shall be under no duty examine the certificates or to advise Company if its insurance is not in compliance with this Agreement.
If Company fails to furnish the certificate describe above, or to maintain the insurance required by this Section, or if any of Company's insurance is cancelled, Customer may immediately terminate this Agreement and Company will reimburse Customer for losses resulting from Company's failure to comply with this Section.
The insurance required by this Section shall be primary insurance and not excess over nor contributing with any insurance maintained by Customer. The insurance required in this Section shall contain a waiver of subrogation in favor of Customer. In addition, the insurance requirements set forth above are minimal coverage requirements and are not to be construed in any way as a limitation on Company's liability under this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.
Except for an assignment of a change of control of ownership pursuant to a merger, acquisition or sale of the party's business, neither party may assign this Agreement or an Order Form without the other party's written consent. Any assignment in violation of this Section shall be void. The Agreement and each Order Form shall be binding upon each successors permitted assigns.
If a dispute arises out of or relates to this TOS, the parties shall endeavor to settle the dispute through direct discussions with representatives of each party's senior management. The parties agree to binding arbitration conducted under the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. The prevailing party in any arbitration shall be entitled to recover from the other party reasonable attorneys' fees, costs and expenses incurred by the prevailing party in connection with such dispute. Notwithstanding, nothing herein shall preclude either party from seeking injunctive relief or to settle payment disputes or collections activity.
The sections titled "Fees and Payment," "Intellectual Property Ownership" "Confidentiality," "Disclaimers," "Indemnification," "Limitation of Liability," "Rights on Termination," "Customer Data Portability and Deletion," "Surviving Provisions" and "General Provisions" will survive any termination or expiration of this Agreement.
This Agreement together with any Memorandum of Understanding, Order Forms, constitutes the entire agreement between the parties regarding the Subscription Services and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning its subject matter.
No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. If there is a conflict between this Agreement and an Order Form, this Agreement will control unless the Order Form specifically references the provision of this Agreement to be superseded.
All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
A party's waiver of a breach of this Agreement will not waive any other or subsequent breach. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be stricken from the Agreement, and the remaining provisions of this Agreement shall remain in effect. The parties intend that the remaining provisions continue to reflect their original intent to the maximum extent possible under applicable law.
Each Order Form shall create an independent contractor relationship between Company and Customer. Neither party shall have any authority to act in any way as a representative of the other, or to bind the other to any third party, except as specifically set forth herein, and the parties shall not be deemed to be partners, joint ventures or the like by virtue of the provisions hereof.
The parties have executed this Agreement as of the Effective Date.