Master Subscription Agreement: Table of Contents
- Introduction
- Payment
- Term and Termination
- Products and Services
- Macbach’s Use of Client Content
- Representation, Warranties and Covenants; Disclaimer
- Liability
- Indemnification
- Confidentiality
- General Provisions
1. Introduction
This Master Subscription Agreement (this “Agreement”) is entered into between Macbach Healthcare Solutions (Macbach) and their clients (hereinafter referred to as “Client”) on the date a quote is signed. This Agreement governs the Client’s use of Macbach’s Products and Services. By accepting this Agreement, Client agrees to the terms of this Agreement. If an individual enters this Agreement on behalf of a company or other legal entity, Client represents that the individual has the authority to bind such Client to these terms and conditions. If you do not have such authority or do not agree with these terms and conditions, you must not accept this Agreement and may not use the Products and Services. If any part of this agreement is executed or an invoice is paid, the contract is implied and will be enforceable in lieu of a signature to this document. This Agreement was last updated on November 16, 2023. It is effective between Client and Macbach when both Parties execute the applicable Subscription Schedule. Macbach and the Client are each referred to herein as a “Party” and collectively as the “Parties.”
1.1 Client Content
Client Content means all business data and other information or content made available by or on the Client’s behalf in connection with its use of the Products and Services. As between Macbach and the Client, the Client retains ownership of all rights to the Client Content except as may otherwise be indicated in a Subscription Schedule or Statement of Work.
1.2 Subscription Schedule and Statement of Work
Macbach offers its clients various Products and Services (as defined above under Section 1.) that may be purchased as subscriptions. Macbach reserves the right, in its sole discretion, to make any changes to the Products and Services that it deems necessary or useful to (a) maintain or enhance (i) the quality or delivery of Macbach’s Products and Services to its customers, (ii) the competitive strength of or market for the Products and Services or (iii) the Products and Services’ cost efficiency or performance; or (b) to comply with applicable law. The specific Product and Services subscriptions purchased by Client and made available by Macbach will be identified in one or more separate, written schedules that are entered into by both Parties and reference this Agreement (each, a “Subscription Schedule” or “Statement of Work,” as applicable). Each Subscription Schedule and Statement of Work will set forth:
- the Products and Services for which Macbach is providing the Client subscriptions;
- the start date and end date of such subscriptions;
- the fees that Client will pay to Macbach for such subscription, and the payment terms; and
- other terms applicable to such subscriptions (for example, the number of purchased Client subscriptions and usage restrictions applicable to particular subscriptions).
Any Subscription Schedules and Statements of Work signed by both Parties will become a part of this Agreement and are incorporated herein by reference. To the extent that any provision of a Subscription Schedule or Statement of Work conflicts with any provision set forth elsewhere in this Agreement, the provision outlined in the Subscription Schedule or Statement of Work will control.
Statement of Work Documents:
Collectively, the above product subscriptions Macbach will provide will hereinafter be referred to as “Products and Services.”
1.3 Publishers (in reference to “Local Listing” Services)
Certain Products may involve the distribution of Client Content, including but not limited to business listing information (e.g., store location, hours of operation, and contact information) and/or other interactions with third parties (the “Publishers”) that own or operate online business directories, search web sites, social media web sites, mobile apps or other online properties (the “Publisher Sites”). Client further acknowledges and agrees that (i) all Client Content shall be subject to the Publishers’ character limits, quality standards, and other applicable content policies and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies, (ii) Macbach does not guarantee that any Client Content will be displayed on any Publisher Site and (iii) the appearance and/or location of any Client Content placement may change at any time.
2. Payment
2.1 Fees
For each Product subscription, the Client will pay Macbach the applicable fees in the amounts in accordance with the payment terms set forth on the applicable Subscription Schedule or Statement of Work. Fees do not include any taxes, levies, duties, or similar government assessments, including, for example, value-added, sale, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, “Taxes”). The client is responsible for paying any Taxes associated with its purchases hereunder. Suppose Macbach has the legal obligation to pay or collect Taxes for which the Client is responsible under this section. In that case, Macbach will invoice the Client, and the Client will pay that amount unless the Client provides Macbach with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Macbach is solely responsible for taxes assessed against it based on its income, property, and employees. Purchased subscriptions may not be canceled, and all fees paid are non-refundable. The client agrees that its purchases are not contingent on Macbach’s future functionality or feature delivery.2.2 Late Payment
Late payments will bear interest at the rate of 5% of the overdue balance per month or the maximum amount permitted by law if lower. Suppose any amount owed by the Client is overdue. In that case, Macbach may suspend Client’s access to Products and Services without limiting its other rights and remedies until such amounts are paid in full or terminate this Agreement under Section 3.2 (“Termination”).3. Term and Termination
3.1 Term
The term of this Agreement begins on the Effective Date and shall continue, with respect to any Subscription Schedule or Statement of Work, for a one (1) year period (“the Term”). Upon the expiration of the original term or any renewal term, the term shall be automatically renewed for one year unless, at least sixty (60) days before the renewal date, either party gives the other party written notice of its intent not to continue the Agreement. During any renewal term, the terms, conditions, and provisions outlined in this Agreement shall remain in effect unless modified under Section 10.8.
3.2 Termination
Either Party may terminate a Subscription Schedule or Statement of Work upon thirty (30) days prior, written notice to the other Party if the other Party commits a material breach of such Subscription Schedule or Statement of Work (or of this Agreement), provided, however, that such Subscription Schedule or Statement of Work will not terminate if the other Party cures such breach by the end of the thirty (30) day period. In the event Client terminates a Subscription Schedule or Statement of Work for Macbach’s uncured material breach in accordance with the previous sentence, Client would be entitled to a pro-rata refund of any prepaid fees for the remaining portion of the Term of such Subscription Schedule or Statement of Work following such termination. In addition, Macbach may terminate any Subscription Schedule or Statement of Work upon notice to Client if Macbach reasonably believes that Client is engaging in any business or conduct that may be illegal, fraudulent, or tortious or if Macbach determines in good faith that termination is necessary to comply with its obligations to Publishers following a breach of this Agreement by Client.
3.3 Effects of Termination
Upon termination of the Agreement for any reason: (a) any amounts owed to Macbach under this Agreement, including any Subscription Schedule(s) and/or Statement(s) of Work before such termination will be immediately due and payable; (b) Macbach reserves the rights in its sole discretion to disable all access to the Products and Services, using any lawful means, including, but not limited to those that disable the Client’s access automatically with time; and (c) the Client shall immediately cease all use of the Products and Services.
3.4 Survival
The following provisions shall survive any termination of this Agreement: Section 2 (“Payment”); Section 3.3 (“Effects of Termination”); this Section 3.4 (“Survival”), Section 4.2 (“Restrictions on Client’s Use”), Section 4.3 (“Proprietary Rights”); Section 5 (“Macbach’s Use of Client Content”); Section 6.2 (“Representations and Warranties; Disclaimer”); Section 7 (“Liability”); Section 8 (“Indemnification”); Section 9 (“Confidentiality”); and Section 10 (“General Provisions”).