Subscription License Agreement

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The following terms and conditions constitute GraVoc Associate, Inc.’s  Subscription License Agreement.

1. Definitions

1.1. Licensed Software: The software product or service provided by Licensor under this Agreement, including any updates or modifications.

1.2 Subscription Term: The duration for which Subscriber has use of the Licensed Software.

2. License Grant

2.1 License: Subject to the terms and conditions of this Agreement, Licensor grants Subscriber a non-exclusive, non-transferable license to use the Licensed Software during the Subscription Term solely for Subscriber's internal business purposes.

2.2 Restrictions: Subscriber shall not (i) sublicense, distribute, or transfer the Licensed Software to any third party; (ii) reverse engineer, decompile, or disassemble the Licensed Software; (iii) modify, adapt, or create derivative works based on the Licensed Software; (iv) use the Licensed Software for any unlawful purpose or in violation of any applicable laws or regulations.

3. Subscription Fees

3.1 Fees: Subscriber agrees to pay Licensor the applicable subscription fees as set forth in the pricing schedule provided by Licensor.

3.2 Payment Terms: Subscription fees are due monthly in advance unless otherwise agreed upon by the parties.

4. Term and Termination

4.1 Term: This Agreement shall commence on acceptance of the license herein and continue for the Subscription Term unless terminated earlier in accordance with this Agreement.

4.2 Termination: Either party may terminate this Agreement upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within 30 days after receipt of written notice thereof.

5. Confidentiality

5.1 Confidential Information: Each party may have access to certain confidential information of the other party. Confidential Information shall be kept confidential and not disclosed to any third party without the disclosing party's prior written consent.

6. Limitation of Liability

6.1 Limitation: In no event shall either party be liable for any indirect, incidental, consequential, special, or punitive damages, including without limitation, damages for loss of profits, data, or use.

7. Miscellaneous

7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Massachusetts

7.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.