Terms and Conditions
Agreement between User and subscript.com
Welcome to subscript.com. The subscript.com website (the "Site") is comprised of various web pages operated by Subscript, Inc. ("Subscript"). subscript.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of subscript.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
subscript.com is a Subscription Software Site.
Customers use Subscript to understand and track revenue metrics, and to understand their data in more depth.
Visiting subscript.com or sending emails to Subscript constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Subscript is not responsible for third party access to your account that results from theft or misappropriation of your account. Subscript and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
Children Under Thirteen
Subscript does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use subscript.com only with permission of a parent or guardian.
Links to Third Party Sites/Third Party Services
subscript.com may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Subscript and Subscript is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Subscript is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Subscript of the site or any association with its operators.
Certain services made available via subscript.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the subscript.com domain, you hereby acknowledge and consent that Subscript may share such information and data with any third party with whom Subscript has a contractual relationship to provide the requested product, service or functionality on behalf of subscript.com users and customers.
No Unlawful or Prohibited Use/Intellectual Property
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Subscript or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Subscript content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Subscript and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Subscript or our licensors except as expressly authorized by these Terms.
Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has business, technical or financial information relating to Disclosing Party’s business which it has disclosed or may disclose during this Agreement (“Confidential Information”). Subscript's Confidential Information includes non-public information regarding features, functionality and performance of the Services, as well as all user visible aspects of the Services. Customer’s Confidential Information includes information provided by Customer to Subscript to enable the provision of the Services as well as all Customer Data. The terms and conditions of this Agreement, including all pricing and related metrics, are each party’s Confidential Information.
Non-Use. Receiving Party agrees that it will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Disclosing Party. Without limiting the foregoing, Receiving Party will take at least those measures that it takes to protect its own most important confidential information. Receiving Party agrees (i) not to use any Confidential Information of Disclosing Party for any purpose except to perform its obligations or exercise its rights under this Agreement and (ii) not to disclose any Confidential Information of Receiving Party to third parties or to such party's employees, officers, agents, contractors or other representatives (“Personnel”), except to those Personnel of Receiving Party who need or have access to such Confidential Information in order to perform works in connection with this Agreement and are subject to confidentiality obligations consistent with those of this Agreement.
Exceptions. Disclosing Party agrees that these confidentiality obligations will not apply to any information that Receiving Party can document (i) is or becomes generally available to the public; (ii) was in its possession or known by it prior to receipt from Disclosing Party; (iii) was rightfully disclosed to it without restriction by a third party; and/or (iv) was independently developed without use of any Confidential Information of Disclosing Party. Nothing in this Section precludes either party from disclosing the other party’s Confidential Information as required by law or a legal process, provided that such party (a) gives the other party prior written notice sufficient to permit the other party to contest the disclosure or seek a protective order (or other confidential treatment) and (b) reasonably cooperates with the other party in limiting the disclosure. In addition, a party may disclose information concerning this Agreement and the transactions contemplated under this Agreement, including providing a copy of this Agreement, to any or all of the following: (1) potential acquirers, merger partners, investors and their personnel, attorneys, auditors and investment bankers, solely in connection with the due diligence review of such party by persons and provided that the disclosures are made in confidence, (2) the party’s outside accounting firm, or (3) the party’s outside legal counsel.
Return of Confidential Information. Promptly following the earlier of (i) the expiration or earlier termination of this Agreement, or (ii) the request of Disclosing Party, Receiving Party will return to Disclosing Party, or destroy, all Confidential Information that are in written, electronic or other tangible form (including, without limitation, all written or printed documents, notes, memoranda, email, or computer memory, whether or not prepared by Receiving Party) to the extent containing or summarizing any portion of the Confidential Information, including, without limitation, all copies and extracts of such Confidential Information. In addition, upon the request of Disclosing Party, Receiving Party will certify to Disclosing Party in writing Receiving Party’s and its Personnel’s compliance with its obligations pursuant to this Section.
Equitable Remedies. Receiving Party acknowledges that in the event of a breach of this Section by Receiving Party, substantial injury could result to Disclosing Party and money damages will not be a sufficient remedy for such breach. In the event that Receiving Party engages in, or threatens to engage in any act which violates any provision of this Agreement, Disclosing Party will be entitled, in addition to all other remedies which may be available to it under law, to seek injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of this Agreement. Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief.
Redundancy. Notwithstanding anything to the contrary in this Agreement, (i) Subscript may retain Confidential Information after termination of this Agreement for such period of time agreed to by Customer and Subscript, (ii) to the extent that Subscript is required by law to maintain copies of Confidential Information, Customer Data, or records related to disclosure or handling of Confidential Information, Subscript will be under no obligation to destroy such information, (iii) Subscript will be permitted to retain such information, as Subscript reasonably determines necessary to demonstrate to Customer or any regulatory authority, Subscript's compliance with this Agreement or any applicable law or regulation, and (iv) Subscript will be permitted to retain such information in automatically created data backups, provided that Subscript complies with its non-disclosure and non-use obligations under this with respect to such information. At such time as Subscript's basis for retaining such information ceases to exist, Subscript will destroy such information as set forth above.
Third Party Accounts
You will be able to connect your Subscript account to third party accounts. By connecting your Subscript account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
The Service is controlled, operated and administered by Subscript from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Subscript Content accessed through subscript.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You agree to indemnify, defend and hold harmless Subscript, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Subscript reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Subscript in asserting any available defenses.
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Subscript agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. SUBSCRIPT, INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
SUBSCRIPT, INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. SUBSCRIPT, INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Term and Termination
Term. This Agreement will commence on its Effective Date and will remain in effect for the term set forth in the Order (“Initial Term”). The Agreement will automatically renew for successive terms equal to the Initial Term (each a “Renewal Term”), unless one party gives notice to the other party of its intent not to renew at least thirty (30) days prior to the expiration of the then current Term. The Initial Term together with any Renewal Term permitted under this Section is the “Term” of this Agreement. If there are any active Orders existing under this Agreement as of the expiration of the Term, which Orders are not otherwise terminated under this Agreement, the Term of this Agreement will continue with respect to an outstanding Order until expiration, termination or completion of each such Order.
Termination for Breach. Either party may terminate this Agreement or any Order at any time by giving written notice to the other party in the event that the other party is in breach of any of its obligations under this Agreement or any Order and fails to remedy such breach within thirty (30) days after written notice from the other party.
Termination for Convenience. Customer may terminate an Order for convenience only if all fees have been paid to Subscript in respect of the then-current Initial Term or Renewal Term, as applicable. For the avoidance of doubt, no refunds will be provided in the case that Customer terminates for convenience.
Termination for Insolvency. If: (i) a party files a petition under any chapter of the United States Bankruptcy Code (11 U.S.C. §101 et. seq., as amended from time to time, or under any similar law or statute (each, an “Insolvency Statute”); (ii) a petition is filed under any such Insolvency Statute (provided that such petition is not dismissed within thirty (30) days of filing) or such party notifies the other party that such a petition will be filed under an Insolvency Statute; (iii) a party becomes or is declared insolvent, or is unable to pay its debts as they become due; (iv) a party is the subject of any proceedings related to dissolution, liquidation, insolvency or the appointment of a receiver, trustee or similar officer for all or a substantial part of such party's assets; or (v) a party makes an assignment for the benefit of all or substantially all of its creditors; then the other party may terminate this Agreement and all Orders as of a date specified in a termination notice.
Post Termination Obligations. Upon expiration or termination of this Agreement for any reason, Subscript may terminate the Services at any time. Subscript will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. All of Customer’s payment obligations are non-cancelable and all amounts paid by Customer are non-refundable, except in the event of a termination by Customer for Subscript's breach of the Agreement, in which case Subscript shall refund amounts already paid in respect of Services that have not yet been provided as of the effective date of such termination. Termination will not relieve either party from any liability arising from any breach of this Agreement. Neither party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms. Furthermore, termination of this Agreement by a party will be without prejudice to any other right or remedy of a party under this Agreement or applicable law.
To the maximum extent permitted by law, this agreement is governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
Representations and Warranties
DISCLAIMER. SUBSCRIPT DOES NOT WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES SUBSCRIPT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED OR THE LOSSES THAT MAY OCCUR FROM USE OF THE SERVICES. EXCEPT AS SPECIFICALLY SET FORTH IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND SUBSCRIPT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Subscript as a result of this agreement or use of the Site. Subscript's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Subscript's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Subscript with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Subscript with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Subscript with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
Changes to Terms
Subscript reserves the right, in its sole discretion, to change the Terms under which subscript.com is offered. The most current version of the Terms will supersede all previous versions. Subscript encourages you to periodically review the Terms to stay informed of our updates.
Subscript welcomes your questions or comments regarding the Terms:
2093 PHILADELPHIA PIKE #5554
Claymont, Delaware 19703
Effective as of January 01, 2021