Master Subscription Agreement

This Sisu Platform and Mobile Application Master Services Agreement and Terms and Conditions of Use (the “Agreement”) governs your acquisition and use of our services. By accepting this agreement, by clicking a box indicating your acceptance; by executing an Order Form that references this Agreement, you agree to the terms of this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its representatives to these terms and conditions. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services.

1. Definitions.
a. Sisu Platform: The Sisu web-hosted platform and Sisu mobile application.

b. Representative: Any representative of Licensee, whether employee, agent, independent contractor, subcontractor, or otherwise, whom Licensee authorizes to access or use the Sisu Platform on the Licensee’s behalf.

c. You: Any authorized user of the Sisu Platform and includes the Licensee and its Representatives.

d. Named User: License model for the Sisu Platform. The Named User license allows the Named User to access the Sisu Platform from an unlimited number of computers, iPhone, Android, tablet or other appropriate personal electronic devices; via an unrestricted number of sessions or connections, as long as You do not exceed the number of Named Users identified in the Order Form.

e. Subscription Term: The initial term of your subscription beginning on the date of Sisu Platform sign-up and each subsequent renewal term; traditionally a monthly, quarterly, or annual term.

2. Scope of License.
a. The Sisu Platform is licensed, not sold, to Licensee, and is for use only under the terms of this Agreement.

b. Each User constitutes a Named User. The Named User can be changed by Licensee provided that the original Named User ceases using or having access to the Sisu Platform (set as “Inactive” in the Sisu Platform) and the substitute user assigned a Named User license.

c. You may not rent, lease, lend, sell, redistribute or sublicense the Sisu Platform. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Sisu Platform, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of the rights of Licensor and its licensors. If You breach this restriction, You may be subject to prosecution and damages.

d. The terms of this Agreement will govern any upgrades provided by Licensor that replace and/or supplement the original Sisu Platform, unless such upgrade is accompanied by a separate license agreement, in which case the terms of that license agreement will govern.

3. Consent to Use of Data. Licensee will own all User data, subject to the terms and conditions of the Agreement. Licensee (for itself and all of its Representatives) grants Licensor a worldwide, non-exclusive, license to access, use, process, copy, distribute, perform, export and display Your data, to (a) to prevent or address service, security, support or technical issues; (b) improve the Sisu Platform and (c) as required by law. Licensee represents and warrants that it has secured all rights in and to Your data as may be necessary to grant this license. Licensor may use this information and User data via this granted license, as long as it is in a form that does not personally identify You. Any personal information You supply to Licensor when using the Sisu Platform will be used by Licensor in accordance with its Privacy Policy (https://sisu.co/privacy).

4. Rights and Protection. Licensor reserves all rights not expressly granted to You in this Agreement. The Sisu Platform and its user documentation are protected by copyright and other intellectual property laws and international treaties. You have no title to, or ownership of, the Sisu Platform or its documentation.

5. Termination for Convenience. The license is effective until terminated by You or the Licensor. Licensor does not provide refunds if You decide to stop using the Sisu Platform during Your Subscription Term, however, You will still have access to the Sisu Platform during the Subscription Term. If Licensor terminates the Agreement, Licensee will receive a pro-rated refund for the unused remainder of the Subscription Term.

6. Termination for Cause or Breach. Either party may terminate this Agreement for cause, (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. Upon termination of the license, You shall cease all use of the Sisu Platform.

7. Services; Third Party Materials.
a. The Sisu Platform may also enable access to Licensor’s and third party services and web sites (collectively and individually, “Services”). Use of the Services requires Internet access and that You accept additional terms of service, as set forth on Licensor’s website (https://sisu.co/legal) and any applicable third party web sites.

b. You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that Licensor shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.

c. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to Your Sisu Platform password or account. It is Your sole responsibility to (a) control the disclosure and use of Your activation codes and password; (b) authorize, monitor, and control access to and use of the Sisu Platform account and password; and (c) promptly inform Licensor of any need to deactivate a password.

d. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, You acknowledge and agree that Licensor is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Licensor does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You. Financial information displayed by any Services is for general informational purposes only and is not intended to be relied upon as investment advice.

e. You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Licensor is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.

f. In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to from the Sisu Platform are not available in all languages or in all countries. Licensor makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Third Party Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Licensor, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Licensor be liable for the removal of or disabling of access to any such Services. Licensor may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

g. Service accounts operate on shared resources. Excessive use or abuse of these shared network resources by one customer may have a negative impact on all other customers. Misuse of network resources in a manner that impairs network performance is prohibited by this policy and may result in termination of Your account.

8. Subscription Fees and Payments. The Subscription Fee will remain fixed during the Subscription Term unless You: (i) request or initiate with Sisu employees to add additional Named Users, (ii) You increase the number of Named Users from within the Sisu Platform, or (iii) subscribe to additional features, services or products. You will pay all fees, charges, and any applicable taxes associated with the Sisu Platform, in accordance with the rates and payment terms. You will provide a valid credit card number or bank account to Licensor for automatic charging and You agree to so pay all fees, charges and any applicable taxes for the Service. You certify to Licensor that You are 18 years of age and that You are the cardholder of the applicable credit card, or that You are expressly authorized by the cardholder to use it for these charges. You further acknowledge that Your obligation to pay Licensor all fees, charges, and any applicable taxes is not based on Your usage of the Sisu Platform and that You remain obligated to pay for the Sisu Platform regardless of whether You use it or not.

9. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SISU PLATFORM IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY IS WITH YOU. THE SISU PLATFORM AND ALL RELATED SERVICES ARE PROVIDED “AS IS,” AND LICENSOR MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SISU PLATFORM OR RELATED SERVICES, AND DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SISU PLATFORM IS ENTIRELY ERROR-FREE OR THAT ANY ERRORS OR MALFUNCTIONS CAN OR WILL BE CORRECTED.

10. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE Sisu APP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR’S TOTAL LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF THE USE OF OR INABILITY TO USE THE SISU PLATFORM SHALL BE LIMITED TO DIRECT DAMAGES, WHICH SHALL NOT EXCEED THE FEES PAID BY YOU TO LICENSOR DURING THE THREE (3) MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. IF THE SISU PLATFORM OR ANY SERVICES ARE DEFECTIVE, YOU ARE SOLELY RESPONSIBLE FOR THE COST OF ALL NECESSARY REPAIRS OR CORRECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

11. Export; Compliance with Laws. You may not use or otherwise export or re-export the Sisu Platform except as authorized by the laws and regulations of the U.S. and those of the jurisdiction in which the Sisu Platform was obtained. In particular, but without limitation, the Sisu Platform may not be exported or re-exported (a) into any U.S. Government embargoed countries, (b) into any country that has been designated by the U.S. Government as a “terrorist supporting” country; or (c) to anyone listed on any U.S. Government list of prohibited or restricted parties. By using the Sisu Platform, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

12. U.S. GOVERNMENT RESTRICTED RIGHTS. The Sisu Platform and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

13. General. This Agreement, and any associated Order From, which is attached hereto and incorporated herein by reference, constitutes the entire agreement between You and Licensor relating to the subject matter hereof, and supersedes any previous discussions, understandings or agreements. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. No oral or written information or advice given by Licensor or its personnel shall create a warranty or modify this agreement, unless Licensor expressly agrees in writing to amend this Agreement. The laws of the State of Utah, excluding its conflicts of law rules, govern this license and Your use of the Sisu Platform. Your use of the Sisu Platform may also be subject to other local, state, national, or international laws. If any term of this Agreement is found void or unenforceable, all other terms shall remain in full force and effect. Licensor is not liable for any delays or failure to perform its duties to the extent they result from acts of nature, riots, war, acts of public enemies, fires, epidemics, labor disputes, or any other causes beyond its reasonable control. This Agreement may not be assigned by You without Licensor’s prior written consent, which will not be unreasonably withheld.

14. Changes and Updates. Licensor may change or update the Sisu Platform without notice to You. Licensor may also make improvements and/or changes in services and functionalities or add new features at any time without notice.

15. Licensor. If You have any questions, complaints or claims relating to the Sisu Platform, please send an email to success@sisu.co.