Effective date: February 28, 2025

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Access to the Services; License

Subject to Developer’s compliance with the terms and conditions of this Agreement, Subtotal grants Developer a nonexclusive, limited, personal, non-sublicensable, nontransferable right and license to access and use the Subtotal product(s) and/or Services(s) (collectively, the “Services”) during the applicable Term (as defined below) for the internal business purposes of Developer, only as provided herein and only in accordance with the terms of the Agreement (the “Documentation”).

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Developer Account

Upon payment of all applicable fees, Subtotal will provide Developer with access privileges that permit Developer to access and manage its account through the Services (“Developer Account”). Developer is solely responsible for the activity that occurs on the Developer Account, and for keeping the Developer Account password secure. Developer shall be responsible for the acts or omissions of any person who accesses the Platform using passwords or access procedures provided to or created by Developer.

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Ownership; Feedback

As between the parties, Subtotal retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Subtotal for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Developer hereunder shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement.

Developer may (but is not obligated to) provide suggestions, comments, or other feedback to Subtotal with respect to the Services (“Feedback”). Developer grants to Subtotal a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.

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Fees; Payment

Developer shall pay Subtotal fees as set forth in each Order Form (“Fees”). Unless otherwise specified, all Fees shall be invoiced monthly in arrears and are payable in U.S. dollars within thirty (30) days from the date of invoice. Past due invoices are subject to interest on any outstanding balance at the lesser of 1.5% per month or the maximum amount permitted by law.

Developer shall be responsible for all taxes associated with the Services (excluding taxes based on Subtotal’s net income). All Fees paid are non-refundable and are not subject to set-off.

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Restrictions

Except as expressly set forth in this Agreement, Developer shall not:

  • Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services.
  • Modify, translate, or create derivative works based on the Services.
  • Copy, rent, lease, distribute, assign, or transfer rights to the Services.
  • Use the Services for the benefit of a third party.
  • Remove or alter any proprietary notices from the Services.
  • Use the Services to build a competing product.
  • Interfere with the proper working of the Services.

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Developer Data

“Developer Data” means any data, information, or other material provided, uploaded, or submitted by Developer in the course of using the Services. Developer retains all rights in and to the Developer Data. Subtotal is not responsible for unauthorized access to Developer Data unless due to Subtotal’s gross negligence or willful misconduct.

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End User Data

Subtotal grants Developer a nonexclusive, limited, personal, non-sublicensable, nontransferable right and license to access and use End User Data solely for internal business purposes. Developer is responsible for unauthorized access to End User Data unless due to Subtotal’s gross negligence or willful misconduct.

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Confidentiality

Each party agrees that confidential business, technical, and financial information disclosed shall be protected as confidential property. Confidential Information does not include information that:

  • Was previously known without restriction.
  • Becomes publicly available through no fault of the receiving party.
  • Is disclosed by a third party without restriction.
  • Is independently developed without access to Confidential Information.

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Publicity

Developer grants Subtotal a non-exclusive license to include Developer’s name and logo within lists of customers utilizing Subtotal’s services on Subtotal’s public-facing website and in marketing materials.

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Term; Termination

This Agreement shall commence upon the date of the first Order Form and last until the expiration of all Order Form Terms. Each Order Form shall continue for the initial term specified and automatically renew unless either party provides notice of non-renewal at least thirty (30) days prior to expiration.

In the event of a material breach, the non-breaching party may terminate this Agreement if the breach is not cured within thirty (30) days of notice. Subtotal may suspend Developer’s access to the Services if Developer’s account is more than sixty (60) days past due or if Developer’s use of the Services materially degrades the Services.

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Representations and Warranties; Disclaimer

Each party represents and warrants that:

  • It is duly organized and validly existing under the laws of its jurisdiction.
  • It has full power and authority to enter into this Agreement.
  • This Agreement is legally binding upon it.

Subtotal warrants that the Services will be provided in a professional and workmanlike manner and will conform to the Documentation in all material respects. The Services are provided “as is” and “as available” without warranty of any kind.

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Limitation of Liability

Neither party shall be liable for indirect, incidental, punitive, or consequential damages. Direct damages are limited to the fees paid in the twelve (12) months preceding the claim.

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Miscellaneous

This Agreement shall be governed by the laws of the State of Delaware. Any disputes shall be resolved in state or federal courts in Delaware. Neither party may assign rights or obligations without consent, except in connection with a sale of business.

In case of force majeure events, neither party shall be liable for failure to perform obligations. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full effect.

For any questions, please contact Subtotal at support@subtotal.com.

End User Terms of Service