This Master Subscription Agreement (“Agreement”) governs the relationship between GroupSolver, Inc. (“GroupSolver”) and the customer (“Customer”) accessing the GroupSolver® software-as-a-service platform.
1. Definitions
- Authorized User — any individual permitted by the Customer to access the Software
- Customer Data — data submitted by the Customer or its Authorized Users through the platform
- Software — the GroupSolver® platform and all associated services
- GroupSolver IP — all intellectual property owned by GroupSolver, including the Software and any aggregated, anonymized usage data
2. Access and Use
GroupSolver grants the Customer a revocable, non-exclusive, non-transferable right to access and use the Software for internal business purposes during the term of this Agreement. The Customer may not:
- Copy, modify, or create derivative works of the Software
- Reverse engineer or attempt to extract the source code
- Sublicense or resell access to the Software
- Use the Software for any unlawful purpose
GroupSolver retains the right to collect aggregated, anonymized usage data to improve its services.
3. Customer Responsibilities
The Customer is responsible for:
- Ensuring all Authorized Users comply with this Agreement and GroupSolver’s acceptable use policies
- Maintaining the confidentiality of account credentials
- Ensuring Customer Data does not violate any third-party rights or applicable laws
- All actions taken by Authorized Users under the Customer’s account
4. Service Levels and Support
GroupSolver commits to 99.5% monthly platform availability, excluding scheduled maintenance windows and events beyond GroupSolver’s reasonable control. Support is provided via telephone and email during business hours.
5. Fees and Payment
Fees are set out in the applicable Order Form. Invoices are issued annually or monthly depending on the subscription type selected. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
6. Confidentiality
Each party agrees to protect the other’s confidential information with at least the same degree of care it uses to protect its own confidential information, and not less than reasonable care. This obligation survives termination of this Agreement.
7. Privacy
The Customer’s use of the Software is subject to GroupSolver’s Privacy Policy. GroupSolver will process Customer Data only as necessary to provide the services and as described in its Privacy Policy.
8. Intellectual Property
GroupSolver retains all right, title, and interest in and to the Software and GroupSolver IP. The Customer retains all right, title, and interest in and to Customer Data. Any feedback provided by the Customer to GroupSolver becomes the property of GroupSolver.
9. Limited Warranty
The Software is provided “as is.” GroupSolver does not warrant that the Software will be error-free, uninterrupted, or fit for any particular purpose. This disclaimer does not affect rights that cannot be excluded under applicable law.
10. Indemnification
- GroupSolver will defend and indemnify the Customer against third-party claims alleging that the Software infringes any intellectual property right
- Customer will defend and indemnify GroupSolver against third-party claims arising out of Customer Data or Customer’s use of the Software in violation of this Agreement
11. Limitation of Liability
GroupSolver’s total liability under this Agreement shall not exceed the amounts paid by the Customer in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, or consequential damages.
12. Term and Termination
Annual subscriptions renew automatically each year; monthly subscriptions renew automatically each month, unless either party provides written notice of non-renewal before the renewal date. Either party may terminate for material breach upon fifteen (15) days’ written notice if the breach is not cured.
13. Modifications
GroupSolver may modify this Agreement by providing email notice to the Customer. Continued use of the Software after the effective date of the modification constitutes acceptance.
14. Governing Law
This Agreement is governed by the laws of the State of California. The parties consent to the exclusive jurisdiction of the courts located in California.
15. Entire Agreement
This Agreement, together with any applicable Order Forms, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements relating to its subject matter.
For questions about this Agreement, contact us at ops@groupsolver.com.
