Terms & Conditions

Subscription Agreement - Terms & Conditions

This Master Software Subscription Agreement (the "Agreement") is made effective as of [Start Date of Customer's Subscription], the date on which the Customer commenced its subscription to the Company's Software, by and between Profitual Inc., a company incorporated and existing under the laws of the Province of New Brunswick, Canada, with its principal place of business at Suite 255, 444 Aberdeen St. Fredericton, New Brunswick (the "Company"), and you (the "Customer").

1. Term and Termination 

1.1 Term. The initial term of this Agreement shall commence on the Start Date of Customer's Subscription and shall continue for a period of m \onths (the "Initial Term"), as specified in the Customer's subscription plan. Thereafter, this Agreement shall automatically renew for successive one-month periods (each, a "Renewal Term"), unless either party provides written notice of termination at least thirty (30) days prior to the end of the then-current term. 

1.2 Termination for Cause. Either party may terminate this Agreement for cause upon thirty (30) days' written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of such notice.  

1.3 Effect of Termination. Upon termination of this Agreement, the Customer's right to use the Software shall immediately cease. The Company shall have no obligation to provide any further support or maintenance services.

2. Software License 

2.1 Grant of License. Subject to the terms and conditions of this Agreement, the Company grants to the Customer a non-exclusive, non-transferable, limited license to use the Software, solely for the Customer's internal business purposes.

2.2 Restrictions. The Customer shall not: sublicense, assign, or transfer the Software to any third party; modify, adapt, or create derivative works of the Software; reverse engineer, decompile, or disassemble the Software; or- access the Software in a manner that circumvents the Company's security measures. 

‍3. Fees and Payment 

3.1 Fees. The Customer shall pay the Company fees for the Software based on the subscription package selected. 

3.2 Payment Terms. The Customer shall pay all fees in advance monthly or annually unless otherwise specified. 

‍4. Support and Maintenance 

4.1 Support Services. The Company shall provide reasonable technical support services to the Customer during normal business hours. 

4.2 Maintenance Services. The Company shall use commercially reasonable efforts to correct defects in the Software. 

‍5. Intellectual Property 

5.1 Ownership. The Company retains all right, title, and interest in and to the Software, including all intellectual property rights therein. 

‍6. Confidentiality 

6.1 Confidentiality. Each party agrees to keep confidential all Confidential Information of the other party. "Confidential Information" means any and all information disclosed by one party to the other party, whether orally or in writing, that is designated as confidential or that, under the circumstances, should reasonably be understood to be confidential. Confidential Information includes, but is not limited to, trade secrets, business plans, financial information, customer lists, marketing strategies, and technical data.

6.2 Protection of Confidential Information. Each party agrees to take all reasonable measures to protect the confidentiality of the other party's Confidential Information, using at least the same degree of care as it uses to protect its own confidential information of a similar nature.

‍7. Limitation of Liability 

7.1 Limitation of Liability. In no event shall either party be liable to the other party for any indirect, incidental, special, consequential, or punitive damages, including, without limitation, loss of profits, loss of revenue, loss of data, or business interruption, arising out of or in connection with this Agreement, regardless of the form of action, whether in contract, tort, or otherwise.

‍8. Severability

‍8.1 If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.  

‍9. Waiver  

‍9.1 The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of the right to enforce such provision thereafter.

‍10. Force Majeure

‍10.1 Either party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, civil disturbances, labor strikes, lockouts, shortages of materials, transportation difficulties, fire, flood, earthquake, or any other event beyond the reasonable control of such party. 

‍11. Governing Law 

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of New Brunswick, Canada.   

‍12. Dispute Resolution 

12.1 Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall be resolved through negotiation or mediation. If negotiation or mediation fails to resolve the dispute, the parties agree to submit the dispute to binding arbitration in Fredericton, New Brunswick.

13. Notices 

‍13.1 Any notice, document, or communication given under this Agreement will be effective if delivered or sent by email to the contact information provided by each party. Any notice sent by email will be deemed received on the date it is sent, or on the next business day if sent outside of business hours. Each party agrees to promptly notify the other party of any changes in its contact information. 

‍14. General Provisions This Agreement may not be amended or modified except inwriting signed by authorized officers of both Parties. a. This Agreement shall endure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. b. Neither Party may assign this Agreement, or any part thereof, nor any amount payable thereunder, without the prior written consent of the other Party.