Subscription Services Agreement
Master Subscription Agreement
This Master Subscription Agreement ("Agreement") is entered into by and between dba Media, LLC, a Florida limited liability company doing business as dbaPlatform ("dbaPlatform," "we," "us," or "our"), and the customer identified in the applicable ordering document ("Customer," "you," or "your").
By creating an account, signing an order form, using the Services, or otherwise indicating your acceptance, you agree to be bound by this 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 for successive one-year terms unless either party provides written notice of non-renewal at least 60 days prior to the end of the current term ("Nonrenewal Deadline").
- Late Notice of Nonrenewal: If you fail to deliver Notice of nonrenewal by the Nonrenewal Deadline, you will pay to us an amount equal to ten percent (10%) of the Fees for the Renewal Subscription Term for each day past the Nonrenewal Deadline that you fail to deliver the required Notice (the “Late Fee”), up to a maximum amount equal to fifty percent (50%) of the Renewal Subscription Term Fees. The Late Fee is agreed to constitute compensation and not a penalty.
- Buyout for Early Cancellation: Annual subscriptions may only be cancelled within the first contract year upon payment of a buyout fee.
- Minimum Requirements: Certain pricing tiers may require a minimum number of licenses or bundles. These terms will be specified in the applicable Order Form. If you are receiving a discount based on quantity or term length, cancelling early or reducing the number of active licenses below the discounted quantity may result in a retroactive adjustment to the price per license.
- License Additions: Additional licenses may be added at any time, resulting in a prorated charge for that month and co-termed with the original Subscription Term.
- Setup Periods: Work related to software setup, onboarding, or coordination is covered under the scope of setup time in the agreement and does not delay billing.
- Start of Billing: Billing begins upon contract signature, regardless of whether you have submitted the inputs required to begin provisioning your software.
- Monthly Billing for Services: For services billed monthly, the billing date is the contract date each month. Payment is due in advance of each month.
- Nonpayment Suspension: We reserve the right to suspend access to Services in the event of nonpayment after a 10-day grace period following notice.
- Ad Spend: You are solely responsible for managing and funding any advertising budgets; dbaPlatform is not liable for ad spend overages.
- Refunds: We do not offer refunds. No refund is due if you cancel your subscription or stop using the Services before the end of your term.
- Taxes: You are responsible for all applicable taxes, except those based on our income.
---
- 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 of your data. We may use aggregated and anonymized data for analytics and service improvement.
- Confidentiality: Both parties agree to maintain the confidentiality of non-public information.
- Privacy: Our use of personal data is governed by our Privacy Policy [to be provided].
- Case Studies: You grant us the right to reference your company name, logo, and general results in marketing materials and case studies, unless otherwise agreed in writing.
---
- TERM AND TERMINATION
This Agreement begins upon acceptance and continues until terminated. Either party may terminate for material breach with 30 days' notice and opportunity to cure. We may suspend access for non-payment after 10 days' notice.
Upon termination:
- All rights granted under this Agreement cease.
- You remain responsible for unpaid fees.
---
- LIMITATIONS OF LIABILITY
To the maximum extent permitted by law:
- We disclaim all warranties, express or implied.
- Our liability is limited to the amount you paid us in the 12 months preceding the claim.
- We are not liable for indirect, incidental, or consequential damages.
---
- GENERAL LEGAL TERMS
- Governing Law and Jurisdiction: This Agreement is governed by the laws of the State of Florida. Any disputes shall be resolved in the state or federal courts located in Florida.
- Entire Agreement: This Agreement, together with any applicable Order Form(s), constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements.
- Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest via merger or acquisition.
- Force Majeure: Neither party shall be liable for delay or failure to perform due to causes beyond their reasonable control.
- Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
- Export Compliance: You agree to comply with all applicable export laws and regulations of the United States and other jurisdictions.
- Waiver: No waiver of any breach or default shall be deemed a waiver of any other breach or default.
- Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force.
- Notices: All legal notices must be sent via email and certified mail to the addresses listed in the Order Form or as otherwise designated in writing.
- No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties and their permitted assigns; no other person or entity shall have any rights.
- Survival: Sections related to payment, data rights, confidentiality, indemnity, limitations of liability, and other obligations which by their nature should survive termination shall survive.
- Execution and Counterparts: This Agreement may be executed electronically and in counterparts, each of which is deemed an original.
---
Electronic Delivery & Acceptance: You consent to receive all notices and documentation electronically. Agreement to these terms is made by checking the acceptance box, signing an order form, or otherwise using the Services.
---
Version 2025.1
Effective Date: 6.24.2025
For questions, contact billing@dbaplatform.com