Master Subscription Agreement

Effective Date: Effective Date of Quote

This agreement (“Agreement”) is between Neostella LLC, a Wisconsin limited liability company located at 325 E. Chicago Street, 5th Floor, Milwaukee, WI 53202 (“Neostella”) and the customer (“Customer”) listed in the quote between Neostella and Customer (“Quote”).  Capitalized terms not defined are defined in the Quote.

1. Quote. Once executed, a Quote is incorporated into this Agreement. If a conflict exists between a Quote and this Agreement, the terms of the Quote will control.
2. Products and Services. Customer will buy or license (as applicable) software (“Products”) and services (“Services”) from Neostella for the fees listed in the Quote (“Fees”).
3. Products- Modification. Neostella may modify Products at any time without notice, except that Neostella will give ninety (90) days’ notice if such modification materially reduces Products’ core functionality. If (i) Neostella gives such notice and (ii) the applicable Quote is between Customer and Neostella, Customer may, within the ninety (90) day time period after such notice, terminate such Quote by written notice. Upon such termination, Neostella will refund to Customer any prepaid, unused Fees pro-rated for the rest of the term of such Quote.
4. Documentation. Neostella may give documents or materials to Customer that describe Products’ functionality, components, features, or requirements (“Documentation”) including without limit the Documentation located at: https://w-r.screenstepslive.com/s/12930. Customer may only use Products per the Documentation.
5. License- Products. Neostella grants Customer a non-exclusive, revocable, non-sublicensable, non-transferable (except per this Agreement), worldwide license to use Products only for Customer’s internal business purposes.
6. License- Process. Customer grants Neostella a non-exclusive, revocable, non-sublicensable, non-transferable (except per this Agreement), worldwide license to use Processes to perform Services. “Process” means all code, data, documents, integrations, intellectual property, know-how, methods, processes, report templates, techniques, tools, and software Customer (i) owns (or licenses) as of the Effective Date or (ii) creates outside this Agreement.
7. No Rights to IP Rights. Unless this Agreement says otherwise, Neostella does not grant Customer any rights to Neostella’s IP Rights or to any Products or Documentation. “IP Rights” means all intellectual property, proprietary marks, and logos, (and any related applications, registrations, moral rights, or common law rights) worldwide.
8. Reservation of Rights. Neostella and Customer reserve all rights not granted to the other party under this Agreement.
9. Feedback. Neostella may use any feedback or suggestions from Customer for its internal business purposes without further attribution or compensation.
10. Customer Responsibilities- Generally. Unless this Agreement says otherwise, Customer will not (and will not let any person it buys a license to use Products (“User”)): (i) input into Products anything contrary to Documentation or that infringes a third party’s IP Rights; (ii) develop (during the term of this Agreement and for three (3) years after) any software competitive with Products; or (iii) allow use of Products in or by a country or person subject to U.S. government sanctions.
11. Customer Responsibilities- Users. Customer will (i) follow (and require all Users to follow) Neostella’s Work-Relay Terms of Use, if any, (which Neostella may update at any time without notice); (ii) not let Users access Products who are (or who work for) Neostella’s direct competitors; (iii) keep confidential all usernames, passwords, and other credentials used to access Products; (iv) prevent (and promptly tell Neostella of) any known or suspected unauthorized access, use, or misuse of Products; and (v) ensure that each User complies with this Agreement. Any breach by a User will be deemed a breach by Customer. Each User’s log-in credentials are custom but may later be transferred to new Users.
12. Salesforce Platform. Products are built on Salesforce’s platform (“Platform”). Customer must buy, before this Agreement starts, at least the same number of user licenses to the Platform from Salesforce as the number of User licenses bought from Neostella. Customer is solely responsible for accepting Salesforce’s terms and conditions for the Platform. Products will be available per the Platform’s availability, which is set forth at: https://availability.salesforce.com/
13. Support. Neostella offers support for Products as listed in: https://www.neostella.com/legal-docs/support-services-schedule-work-relay/ (“Support”). Customer may purchase such Support, which will be listed in an applicable Quote. Neostella may change Support at its sole discretion but will not materially reduce the level of Support provided during the term of the applicable Quote for which Support fees have been paid.
14. Updates. Neostella may in its sole discretion provide to Products bug fixes, error corrections, and other minor updates (“Updates”). Customer must promptly install all Updates (as prompted). Neostella is not liable if Customer does not install any Updates.
15. Upgrades- Generally. Neostella may in its sole discretion provide enhancements, major modifications, and new versions for Products (“Upgrades”). Neostella’s Upgrade policy is located at: https://www.neostella.com/legal-docs/work-relay-msa-schedule-end-of-life/ (“Policy”). Customer will promptly install (and do anything needed to install) all Upgrades.
16. Upgrades- Failure to Install. If Customer fails to install an Upgrade, Customer may lose support or functionality for Products. If Customer continues to fail to install an Upgrade such that Customer is more than two (2) Major Versions behind the Current Major Version (as defined in the Policy), Customer must promptly install (at its own expense) such Upgrades necessary for Customer to be within two (2) Major Versions of the Current Major Version.
17. Customer Data. All data or information Customer enters into (or is recorded by) Products (“Customer Data”) will stay on the Platform and may be used by Salesforce per the terms of any separate license agreement between Salesforce and Customer. Neostella is not responsible if any Customer Data is damaged, deleted, or misused. It is Customer’s responsibility to back-up Customer Data.
18. Collected Data. Neostella may collect (without collecting Customer Data) the following data (“Collected Data”): (i) de-identified, aggregated Customer Data; (ii) analytics data about Products and Services; and (iii) data related to Products and Services’ performance, operation, and usage by Customer and Users. Neostella owns all right, title, and interest in and to Collected Data. Neostella may use and share Collected Data for any legal business purpose.
19. Term. This Agreement will start on the Effective Date and go until the Quote ends (“Term”).
20. Renewal. Unless otherwise agreed, this Agreement will automatically renew unless either party terminates in writing at least thirty (30) days before the then current Term expires.
21. Suspension. Neostella may suspend Customer’s access to Products and Services without notice: (i) if Customer does not pay any Fees within thirty (30) days of when due (sixty (60) days after invoice date); (ii) for any reasons that Neostella has a right to terminate this Agreement; or (iii) if Neostella or Provider believe that a violation of law, misuse of Products, or safety or security issue may soon occur.
22. Termination- For Cause. Either party may terminate this Agreement, effective upon written notice to the other party (“Defaulting Party”), if Defaulting Party materially breaches this Agreement and (i) Defaulting Party receives notice and does not cure such breach within thirty (30) days; or (ii) such breach cannot be cured.
23. Termination- Other. In addition, Neostella may immediately terminate this Agreement upon written notice if (i) Customer files for bankruptcy or is adjudicated bankrupt, or a petition of bankruptcy is filed against Customer and not dismissed within sixty (60) days; or (ii) Customer admits in writing or in a legal proceeding that it is insolvent or cannot pay its debts.
24. Termination- Effects. When this Agreement ends, Customer will pay all Fees owed and immediately stop using all Products (and Neostella may immediately terminate Customer’s access to Products and Services).
25. Fees. For (i) Neostella’s sale, license, or performance (as applicable) of Products and Services, and (ii) Customer’s rights under this Agreement, Customer will pay Fees.
26. Invoicing. Neostella will invoice Customer annually in advance (for Products) or monthly as incurred (for Services).
27. Payment Terms. Unless a Quote states otherwise, invoices are due with terms of NET 30. All payments will be in US dollars and made by ACH or wire transfer. If any good faith dispute arises as to part of an invoice, the undisputed part will be paid. Invoices over thirty (30) days past due (sixty (60) days after invoice date) will be in default. For any invoices in default, Neostella may suspend Customer’s access to Products or Services per this Agreement. Any such suspension will not relieve Customer of any obligations under this Agreement. If Customer has to pay an initial deposit at the start of a Quote, Neostella may refuse to start performing Services (or may deny Customer access to Products) under such Quote until Customer pays such initial deposit.
28. Pricing- User Licenses. Neostella’s pricing guidelines, terms, and conditions located at: https://www.neostella.com/legal-docs/license-pricing-schedule-work-relay/ are incorporated by reference.
29. Taxes. Neostella will invoice Customer for all applicable taxes.
30. Audit. Neostella may (at its own expense) remotely audit Customer’s compliance with this Agreement (i) during the Term and (ii) once during the twelve (12) month period after the Term ends. Upon request, Customer will promptly give Neostella all necessary access for such audit.
31. Confidential Information. If Customer discloses any non-public information (“Confidential Information”) to Neostella, Neostella will (i) only use Confidential Information to perform its obligations under this Agreement; (ii) not disclose Confidential Information to any third party; (iii) protect Confidential Information with a commercially reasonable degree of care; and (iv) use commercially reasonable efforts to return or destroy Confidential Information.
32. Representations and Warranties- Neostella. Neostella warrants that, during the Term: (i) Products will substantially conform to Documentation if Customer uses Products strictly per this Agreement and Documentation; and (ii) it will provide Services in a professional and workmanlike manner based on commercially reasonable industry standards. Neostella’s only liability, and Customer’s only remedy, for breach of the above warranties will be: (i) in Neostella’s sole discretion, to use commercially reasonable efforts to repair or replace the nonconforming Product to make it conforming, or re-perform the affected Service, as applicable; or (ii) if Neostella in its sole discretion determines that such repair, replacement, or re-performance is commercially infeasible, to terminate the relevant Quote and Agreement and issue Customer a pro-rata refund of any pre-paid but unused Fees for the affected Product. Such remedy is not available unless Customer promptly notifies Neostella in writing of such breach promptly after Neostella delivers such Product or performs such Services.
33. Disclaimer. Unless this Agreement says otherwise, Neostella makes no representations or warranties. This Agreement excludes any warranty of merchantability.
34. Indemnification- Customer. Customer will indemnify or defend Neostella (including without limit Neostella’s affiliates, agents, assigns, directors, employees, officers, and successors) against all actions, awards, claims, costs, damages, deficiencies, expenses, fines, interest, judgments, liabilities, losses, penalties, reasonable legal fees, or settlements Neostella incurs (collectively, “Losses”), relating to any third-party claim arising out of or connected to Customer’s (i) intentional misconduct, recklessness, or fraudulent acts or omissions; or (ii) violation of applicable law.
35. Other Damages. Neostella is not liable to Customer for any (i) loss of use, revenue, profit, or (except as otherwise noted in this Agreement) data, or (ii) consequential, exemplary, incidental, indirect, special, or punitive damages, whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable or whether Neostella was told of the chance of such damages.
36. Limit of Liability. Neostella’s maximum cumulative liability for all damages under this Agreement will not exceed the amounts paid under the Quote under which the claim arose in the prior six (6) months.
37. Amendment. An amendment to this Agreement is only effective if it is in (i) writing signed by each party; or (ii) an update to this Agreement on Neostella’s website (in which case such changes apply when Customer executes a renewal Quote incorporating this Agreement).
38. Compliance. Each party will follow all applicable laws during the Term.
39. Governing Law. Wisconsin law governs this Agreement and all related claims, without regard to choice-of-law rules.
40. Forum. Any legal proceeding related to this Agreement will only be filed in state or federal courts in Milwaukee, Wisconsin, and each party agrees that such forum is convenient. Service of process, summons, notice or other document by mail to such party’s address listed in this Agreement (or as updated per this Agreement) will be effective service of process for any proceeding brought in such forum.
41. Legal Fees. The prevailing party in any action or proceeding arising under this Agreement will be promptly reimbursed by the other party for its related legal fees incurred.
42. Assignment. Neither party may assign this Agreement without the other party’s reasonable consent except in the case of a merger, sale of substantially all stock or assets, or similar transaction. Any assignment that violates this Section is void.
43. Construction. No unfavorable contract construction principle will be used against a party that helped draft this Agreement.
44. Entire Agreement. This Agreement and any other documents incorporated by reference is the parties’ entire agreement for the subject matter.
45. Equitable Relief. If a party breaches this Agreement’s confidentiality, IP Rights, or non-solicitation of employees provisions (if any), the non-breaching party may seek equitable relief without posting bond or proving actual damages.
46. Force Majeure. No party will be liable to the other party for any failure or delay in performing under this Agreement (except payment obligations) caused by an event outside the party’s reasonable control (“Force Majeure Event”). Once the Force Majeure Event ends, the affected party will resume performance under this Agreement as soon as reasonably possible.
47. Headings. This Agreement’s headings are for reference only.
48. Independent Contractors. The parties are independent contractors, and neither party may bind the other party unless this Agreement allows.
49. No Third-Party Beneficiaries. This Agreement does not grant any right, benefit, or remedy to any third party unless otherwise stated.
50. Notice. All notices under this Agreement (“Notice”) will be in writing and addressed to the parties’ addresses noted in this Agreement (or to such other designated address). All Notices will be sent by email, mail (postage pre-paid), or personal delivery. A Notice compliant with this Section is effective only when received, unless otherwise noted in this Agreement.
51. Severability. If any term of this Agreement is held to be unenforceable, the parties will negotiate in good faith to modify such term based on the parties’ original intent. Any such term will not affect the rest of the Agreement or the enforceability of such term in any other jurisdiction.
52. Waiver. No failure to exercise any right under this Agreement will be considered a waiver of such right.

Previous Versions

2/19/2024
3/06/2024