Master Subscription Agreement

Definitions

• "Services" means the software, tools, and platforms provided by dbaPlatform, including access to APIs, integrations, listings, content management, and analytics.
• "Order Form" means any document or online form specifying the Services purchased.
• "Subscription Term" means the period during which you are entitled to use the Services, as specified in an Order Form.
• "Users" means your employees, agents, contractors, and other authorized individuals who access and use the Services.

Use of Services

You are granted a non-exclusive, non-transferable, revocable license to use the Services during the Subscription Term for your internal business purposes, subject to the limitations set forth herein and in any applicable Order Form.

You agree not to:

• Use the Services in violation of applicable laws or regulations.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code.
• Resell or white-label the Services unless explicitly authorized in writing.

Subscriptions, Billing, and Payments

• Annual Billing & Auto-Renewal: All subscriptions are billed annually in advance and automatically renew unless cancelled in writing at least 60 days before the end of the term.
• Late Notice of Nonrenewal: If notice is late, a Late Fee of 10% per day applies, up to 50% of Renewal Fees.
• Buyout for Early Cancellation: Allowed only with payment of a buyout fee.
• Minimum Requirements: License minimums and discounts apply as noted in Order Form; early cancellation or reduction may trigger retroactive charges.
• License Additions: Charged prorated and co-termed.
• Setup Periods: Setup work is billed as scoped and does not delay billing.
• Start of Billing: Begins at contract signature.
• Monthly Billing: Due monthly in advance on contract date.
• Nonpayment Suspension: After 10-day grace period, service may be suspended.
• Ad Spend: Solely your responsibility.
• Refunds: No refunds are offered for early cancellation.
• Taxes: You are responsible for all applicable taxes except our income tax.

Account Management

You are responsible for maintaining accurate billing information and securing account credentials. You must notify us within 30 days of any invoice disputes.

Data and Confidentiality

• Data Ownership: You retain ownership. We may use anonymized, aggregated data.
• Confidentiality: Both parties must maintain confidentiality of non-public information.
• Privacy: Governed by our Privacy Policy [to be provided].
• Case Studies: We may reference your name/logo in marketing unless agreed otherwise.

Term and Termination

This Agreement continues until terminated. Either party may terminate for material breach with 30 days' notice. We may suspend service after 10 days’ notice for non-payment.

Upon termination:

• All rights granted cease.
• You remain liable for unpaid fees.

Limitations of Liability

• We disclaim all warranties to the extent permitted by law.
• Our liability is limited to the amount paid in the prior 12 months.
• No liability for indirect, incidental, or consequential damages.

General Legal Terms

• Governing Law: Florida law governs. Disputes resolved in Florida courts.
• Entire Agreement: This and Order Forms supersede prior agreements.
• Assignment: Requires written consent, except in mergers/acquisitions.
• Force Majeure: No liability for events beyond reasonable control.
• Independent Contractors: No partnership or employment relationship is created.
• Export Compliance: You must comply with applicable export laws.
• Waiver: No waiver of one breach waives others.
• Severability: Invalid provisions do not affect remainder of Agreement.
• Notices: Sent via email and certified mail to addresses on file.
• No Third-Party Beneficiaries: Agreement benefits only the parties.
• Survival: Key sections survive termination (e.g., payment, liability).
• Execution: May be signed electronically and in counterparts.

Electronic Delivery & Acceptance

You consent to receive all notices and documentation electronically. Agreement is accepted by checking a box, signing an order form, or using the Services.