Effective Date: 5/9/2025
This Software as a Service ("SaaS") Master Subscription Agreement ("Agreement") is entered into as of the Effective Date (as defined below) by and between Ziuiur 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 organizations 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 customers 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 the vendor to populate their company, profile, certification, 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 for the length of the agreement is a "First 20 Subscription" model that applies to the first 20 organizations adopting the software and are provide benefits defined in the order form.
"Updates" are any modifications, improvements, bug fixes, or other new versions of the Subscription Services made available as part of the Subscription. Company will make all Updates available to Customer as and when they are available to other Subscription Service users.
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 order form and this Agreement.
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. The Subscription Services shall not be subject to user usage limits.
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.
At no additional charge, Company shall provide Application Programming Interface ("API") integration and documentation to access its API with RESTful services. 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.