This Master Subscription Agreement ("Agreement") is entered into by and between:

Axsy Marketing (UK) Ltd, a United Kingdom corporation with its principal place of business at 1 Doughty Street, London, WC1N 2PH, United Kingdom ("Provider"), and [Customer Name], a [State/Country] corporation with its principal place of business at [Address] ("Customer").

1. OVERVIEW / PURPOSE

This Agreement sets forth the terms and conditions under which Provider grants Customer access to and use of Provider’s Application. The Application is hosted and managed within the Salesforce Platform and is designed to enhance Customer’s ability to conduct mobile inspections using the Salesforce Platform.

This Agreement governs all orders and transactions between Provider and Customer and sets forth the legal, security, support, and compliance obligations for both parties. Each Order Form executed under this Agreement shall be subject to these terms unless otherwise agreed in writing.

2. DEFINITIONS

2.1 "Salesforce Platform" means the cloud computing platform provided by Salesforce, Inc. that hosts the Application.

2.2 "Application" means the software application developed, owned, and provided by Provider, which is hosted and managed entirely within the Salesforce Platform.

2.3 "Mobile Application" means any Provider-developed application that extends the functionality of the Application and runs on iOS, Android, and Windows devices, facilitating secure storage and transmission of Customer data between the device and the Salesforce Platform.

2.4 "User" means an individual authorized by Customer to access and use the Application.

2.5 "Subscription Term" means the period during which Customer is authorized to use the Application, as specified in an Order Form.

2.6 "Reseller" means a third-party entity that has been authorized by Provider to market, distribute, and sell subscriptions to the Application. 

2.7 "Order Form" means a document specifying the services provided under this Agreement.  An Order Form may be executed between Customer and Provider or between Customer and a Reseller. If the Order Form is executed with a Reseller, Customer acknowledges that its contractual relationship for billing and procurement is with the Reseller, while access and use of the Application remain subject to the terms of this Agreement.

3. GRANT OF LICENSE

3.1 License Grant. Provider grants Customer a non-exclusive, non-transferable, revocable right to access and use the Application and Mobile Application for internal business operations, subject to the terms of this Agreement and the applicable Order Form.

3.2 Restrictions. Customer shall not (i) sublicense, sell, or distribute the Application or Mobile Application; (ii) modify, reverse engineer, or attempt to derive the source code of the Application or Mobile Application, except as permitted by law; (iii) use the Application or Mobile Application in violation of applicable laws, Salesforce’s terms of use, or this Agreement.

4. PROVISION OF SERVICES

4.1 Scope of Services. Provider shall make the Application and related services available to Customer in accordance with this Agreement and any applicable Order Forms. The Application runs locally on Customer’s Salesforce instance and mobile devices, and Provider shall use commercially reasonable efforts to ensure its functionality and compatibility within these environments. Provider does not have access to Customer’s Salesforce environment, mobile devices, or any data stored therein unless explicitly granted access by Customer for support purposes.

4.2 Support Services. Provider shall offer Level 2 (L2) support services, which are limited to assisting Customer’s designated Level 1 (L1) support team with diagnosing and resolving complex technical issues related to the Application.

4.2.1 Issue Escalation. L2 support is available only after Customer’s L1 support team has:

• Triaged and documented the issue.
• Verified that the issue is reproducible and related to the Application, rather than user error, third-party dependencies, or general system misconfiguration.
• Collected all relevant logs, error messages, and system details necessary for troubleshooting.

4.2.2 Scope of L2 Support. L2 support includes:

• Investigating software defects and application performance issues.
• Providing technical guidance on resolving application-related incidents.
• Recommending workarounds or best-practice configurations.
• Escalating confirmed software bugs or critical failures to the Provider’s engineering team for resolution.

4.2.3 Exclusions from L2 Support. Provider shall not be responsible for:

• Responding directly to end users.
• Troubleshooting third-party systems, integrations, or network issues outside the Application.
• Performing routine system maintenance, user management, or configuration tasks unless otherwise agreed.

4.2.4 Support Availability & Response Times. Support requests must be submitted by Customer’s designated L1 support personnel via the agreed support channels. Response and resolution times shall be subject to the priority level assigned to the issue and the terms outlined in the Order Form (if applicable). Provider does not assume responsibility for incident resolution timeframes related to issues arising from Customer’s Salesforce environment, third-party dependencies, or factors outside Provider’s direct control.

4.3 No Service Level Agreement (SLA). Because the Application operates within Customer’s Salesforce environment and mobile devices, which are beyond Provider’s direct control, there is no service level agreement (SLA) associated with uptime, availability, or performance guarantees.

4.4 Maintenance and Updates. Provider may provide periodic updates to enhance security, performance, and features. Provider shall endeavor to provide advance notice of any scheduled updates that may impact compatibility with Customer’s Salesforce instance and mobile environments. Maintenance and updates shall be conducted without requiring Provider access to Customer’s Salesforce environment or mobile devices, unless explicitly requested and authorized by Customer.

4.5 Third-Party Dependencies. Customer acknowledges that the performance and availability of the Application depend on third-party systems, including the Salesforce Platform, mobile operating systems, and device hardware. Provider shall not be liable for any service interruptions, performance issues, or failures arising from such third-party dependencies that are beyond its reasonable control.

5. CUSTOMER DATA & SECURITY

5.1 Data Ownership. Customer retains all ownership rights to its data. Provider shall have no rights to Customer data except to the extent required to provide the Application and Mobile Application. Customer is responsible for ensuring compliance with applicable data protection laws.

5.2 No Provider Access to Customer Data. The Application operates entirely within the Salesforce Platform, and Provider does not have access to Customer data unless explicitly authorized by Customer for support or troubleshooting purposes.

5.3 Security. The Application and Mobile Application operate within the security framework of the Salesforce Platform. Provider shall follow industry best practices to ensure security and notify Customer of any material security vulnerabilities.

5.4 Mobile Application Security. Provider shall ensure that the Mobile Application includes appropriate security protections, including:

• Encryption of data in transit and at rest;
• Authentication and access control mechanisms aligned with Salesforce security standards;
• Compliance with security guidelines of iOS, Android, and Windows operating systems.

5.5 Notification Obligations. If Provider becomes aware of a confirmed Security Breach affecting Customer data, Provider shall:

• Notify Customer within 48 hours of discovering the breach, including details of the incident and affected data.
• Provide a written report within 5 business days outlining the root cause, impact assessment, and remediation plan.
• Implement immediate containment measures to mitigate further risks.
• Cooperate with Customer in fulfilling any legal or regulatory reporting requirements arising from the breach.

6. CONFIDENTIALITY

6.1 Definition of Confidential Information. "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that, given the nature of the information or circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information includes but is not limited to business operations, technical data, product plans, software, trade secrets, customer lists, financial information, and any other proprietary or sensitive information.

6.2 Obligations of Confidentiality. The Receiving Party shall:

• Protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care;
• Use the Confidential Information solely for the purposes of fulfilling its obligations under this Agreement; and
• Not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except as permitted herein.

6.3 Exceptions. Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement;
• Is lawfully received from a third party without obligation of confidentiality;
• Is independently developed without use of or reliance on the Disclosing Party’s Confidential Information; or
• Is required to be disclosed by law or regulatory authority, provided that the Receiving Party gives prompt notice to the Disclosing Party to allow the opportunity to seek protective measures.

6.4 Return or Destruction. Upon termination or expiration of this Agreement, each party shall return or destroy all Confidential Information of the other party, except as required for legal or regulatory compliance.

7. WARRANTIES & REPRESENTATIONS

7.1 Representations. Each party represents and warrants that:

(a) It is a duly organized and validly existing entity under the laws of its jurisdiction;

(b) It has the legal authority to enter into this Agreement and fulfill its obligations;

(c) Execution and performance of this Agreement will not violate any contract to which it is bound;

(d) It will comply with all applicable laws and regulations in connection with its obligations under this Agreement.

7.2 Limited Software Warranty. Provider warrants that, during the Subscription Term, the Application will substantially conform to its documentation when used in accordance with this Agreement. If the Application fails to perform as warranted, Customer must notify Provider in writing within 30 days of discovering the issue. Provider’s sole obligation under this warranty is to use commercially reasonable efforts to correct, repair, or provide a workaround for the defect.

7.3 Compliance with Laws. Provider warrants that the Application does not knowingly violate any applicable laws or third-party intellectual property rights.

7.4 No Malicious Code. Provider warrants that the Application does not contain viruses, trojans, backdoors, or other malicious code intentionally inserted by Provider.

7.5 Exclusions. The warranties in this section do not apply if:

(a) The Application is used in a manner inconsistent with the documentation or outside the Salesforce environment.

(b) The issue is caused by third-party software, networks, or hardware that Provider does not control.

7.6 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE APPLICATION IS PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. MUTUAL INDEMNIFICATION

8.1 Indemnification by Provider. Provider shall indemnify Customer from third-party claims related to legal violations, intellectual property infringement, or Provider’s misconduct.

8.2 Indemnification by Customer. Customer shall indemnify Provider from third-party claims arising from misuse of the Application, legal violations, or Customer’s misconduct.

8.3 Indemnification Process. The indemnified party must provide notice and allow the indemnifying party to control the defense and settlement of the claim.

9. FEES & PAYMENT FOR ORDER FORM EXECUTED BETWEEN PROVIDER AND CUSTOMER

9.1 Subscription Fees. Customer shall pay Provider the fees specified in the Order Form for access to the Application and any associated Mobile Applications. All fees are non-refundable except as expressly stated in this Agreement or required by law.

9.2 Payment Terms. Fees are due within 45 days of invoice. Payment shall be made in the currency specified in the Order Form. If Customer disputes an invoice in good faith, Customer must notify Provider in writing before the due date, identifying the specific items in dispute, and both parties shall work in good faith to resolve the issue promptly. Customer shall not unreasonably withhold disputed amounts, and disputed portions shall be resolved within 30 days.

9.3 Price Adjustments. Provider reserves the right to adjust Subscription Fees on each anniversary of the license renewal in accordance with the Consumer Price Index (CPI), based on generally accepted definitions for the applicable jurisdiction. Any such adjustment shall be communicated to Customer in writing at least 60 days in advance of the renewal date.

9.4 Overdue Charges. If any undisputed payment is not received by the due date, Provider reserves the right to charge interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance from the due date until paid in full. Customer shall also be responsible for any reasonable collection costs, including legal fees, incurred by Provider in collecting overdue amounts.

9.5 Taxes. All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. Customer shall be responsible for paying any sales, use, value-added (VAT), or similar taxes that may apply to the Subscription Fees, except for taxes based solely on Provider’s net income. If withholding taxes are applicable, Customer agrees to gross up payments such that Provider receives the full amount as if no withholding taxes were applied. Provider shall provide all necessary tax documentation to Customer.

9.6 Non-Payment & Suspension. If Customer’s account is overdue for more than 30 days, Provider may, after providing written notice, suspend access to the Application until payment is received in full. Provider shall not be liable for any losses incurred by Customer due to such suspension. Reinstatement of services following suspension may be subject to a reactivation fee.

9.7 No Offsets or Deductions. Customer shall not withhold, deduct, or set off any amounts due under this Agreement against any amounts that may be owed by Provider unless expressly agreed in writing by both parties.

10. LIMITATION OF LIABILITY

10.1 Liability Cap. NEITHER PARTY’S TOTAL LIABILITY SHALL EXCEED THE AMOUNTS PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.

10.2 Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EXCEPT FOR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE.

10.3 Limitation of Liability for Security Breaches and Data Loss.

10.3.1 Liability for Security Breaches. Provider shall implement and maintain industry-standard security measures to protect Customer data within the Application. However, in the event of a security breach attributable to Provider’s negligence, willful misconduct, or failure to adhere to its security obligations under this Agreement, Provider’s liability shall be limited to:

10.3.1.1 Reasonable Costs of Investigation & Mitigation. Provider shall reimburse Customer for reasonable, documented costs incurred in investigating and mitigating the breach.

10.3.1.2 Regulatory Fines & Penalties (if applicable). If a breach results in regulatory penalties that are directly attributable to Provider’s non-compliance with its obligations under this Agreement, Provider shall be liable for such penalties to the extent permitted by law.

10.3.1.3 Notification & Credit Monitoring Costs. If legally required, Provider shall cover reasonable costs associated with notifying affected individuals and providing credit monitoring services for a period of up to 12 months.

10.3.1.4 Exclusions. Provider shall not be liable for security breaches resulting from:

• Customer’s failure to configure or secure its Salesforce environment, mobile devices, or third-party integrations.
• Unauthorized access due to weak or compromised Customer credentials.
• Actions or omissions by Customer’s employees, contractors, or third-party service providers.

10.3.2 Liability for Data Loss. Provider does not retain or process Customer data outside of the Salesforce Platform. Customer is responsible for maintaining backups and data recovery processes. In the event of data loss caused solely by Provider’s actions, Provider’s liability shall be limited to using commercially reasonable efforts to assist Customer in restoring lost data from available system logs or backups, if applicable.

10.3.3 Overall Liability Cap Exception. The general liability cap in Section 10.1 shall not apply to damages arising from Provider’s gross negligence, willful misconduct, or non-compliance with data protection laws, in which case liability shall be capped at 3 times the fees paid in the preceding 12 months.

11. TERM AND TERMINATION

11.1 Term. This Agreement shall commence on the Effective Date and continue until terminated as provided herein. Each Order Form executed with Provider shall remain in effect for the Subscription Term specified therein and, unless specified otherwise in the Order Form, shall automatically renew for a period of 12 months unless Customer provides written notice of non-renewal at least 60 days prior to the end of the current Subscription Term.

11.2 Termination for Convenience. The Customer may terminate this Agreement or an active Order Form executed with Provider for convenience upon providing at least 90 days' prior written notice to Provider. In such cases, Customer shall remain liable for any fees due for the remainder of the Subscription Term.  Provider may not terminate this agreement for convenience.

11.3 Termination for Cause. Either party may terminate this Agreement or an active Order Form executed with Provider immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice of the breach;
• Becomes insolvent, enters into bankruptcy, or ceases its business operations.

11.4 Effect of Termination. Upon termination of this Agreement:

• Customer shall immediately cease all use of the Application and any associated Mobile Applications.
• Any outstanding fees owed by Customer shall become immediately due and payable.
• Each party shall return or destroy any Confidential Information of the other party, except as required for legal or regulatory compliance.

11.5 Survival. The following sections shall survive termination of this Agreement: Confidentiality, Fees & Payment, Indemnification, Limitation of Liability, and Governing Law.

12. GENERAL PROVISIONS

12.1 Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of laws principles.

Any disputes, claims, or controversies arising out of or relating to this Agreement shall first be attempted to be resolved through good faith mediation. The parties shall engage in mediation conducted by a mutually agreed-upon independent mediator. The mediation shall take place in London, United Kingdom, and shall be conducted in English. Each party shall bear its own costs related to mediation, except that the mediator’s fees shall be shared equally.

If the dispute is not resolved through mediation within [30] days from the date of a written request for mediation, either party may initiate legal proceedings in the courts of England and Wales or another court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive relief, equitable remedies, or enforcement of intellectual property rights in a court of competent jurisdiction, without the requirement to first engage in mediation.

Each party shall bear its own legal costs and expenses unless otherwise determined by the court.

12.2 Assignment. Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except in connection with a merger, acquisition, or corporate reorganization.

12.3 Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, strikes, supply chain disruptions, government regulations, or failures of telecommunications or internet service providers.

12.4 Relationship of the Parties. The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between them.

12.5 Notices. All notices under this Agreement must be in writing and delivered by email, certified mail, or courier. Notices to Provider shall be sent to legal@axsy.com, and notices to Customer shall be sent to the address specified in the applicable Order Form or as otherwise designated in writing by the parties.

12.6 Entire Agreement. This Agreement, including any applicable Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings, whether written or oral, relating to the subject matter herein.

12.7 Amendments and Waivers. No modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by an authorized representative of both parties.

12.8 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and does not create any rights for third parties.

12.10 Export Compliance. Each party shall comply with all applicable export control laws and regulations, including those of the United Kingdom, the United States, the European Union, and any other relevant jurisdictions. Customer shall not use the Application in violation of any export restrictions or sanctions imposed by these regulations.

12.11 Anti-Corruption. Each party represents that it has not and will not offer, pay, promise, or authorize any unlawful bribe, gift, or other improper advantage in connection with this Agreement. Both parties agree to comply with applicable anti-bribery and anti-corruption laws, including but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act.

12.12 Anti-Discrimination. Each party agrees to comply with all applicable laws regarding anti-discrimination and equal opportunity, and shall not engage in discrimination on the basis of race, ethnicity, gender, age, disability, religion, sexual orientation, or any other protected characteristic in connection with their obligations under this Agreement.

12.13 Electronic Signatures. This Agreement and any related documents may be executed electronically, and electronic signatures shall be deemed to have the same legal effect as handwritten signatures. The parties agree that electronic communications, including email confirmations, shall be sufficient to bind the parties where applicable.

12.14 Survival. The provisions of this Agreement that by their nature should survive termination, including but not limited to Confidentiality, Fees & Payment, Indemnification, Limitation of Liability, and Governing Law, shall remain in full force and effect after the termination or expiration of this Agreement.

12.15 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one agreement.

13. EXECUTION

IN WITNESS WHEREOF, the parties execute this Agreement as of the Effective Date.

Axsy Marketing (UK) Ltd          [Customer Name]

By: ___________________           By: ___________________

Name: __________________       Name: __________________

Title: ___________________        Title: ___________________

Date: ___________________       Date: ___________________