Terms of Service

Effective Date: 24/11/2025

For customers using https://insurance.subtraid.com/

The following “User License Agreement” governs your use of the software and services provided by Subtraid Inc. (and its subsidiaries) (“Subtraid”). This is a legal agreement between you and Subtraid and incorporates the Privacy Policy at https://www.subtraid.com/privacy-policy and the attached Exhibits. By registering your use of the Service (as defined below), you are accepting to be bound to the terms of this User License 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 affiliates to these terms and conditions, in which case the terms “you” or “your” or “Subscriber” shall refer to such entity and its affiliates. 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 Service. For certainty, “Subscriber”, “you” or “your” shall refer to the purchaser of the Service and shall also include any agent, representative, independent contractor, employee, servant, attorney and any entity or person who has authority to act on the purchaser’s behalf, including the Administrator and Primary Subscriber. 

The Service is intended only for access and use by individuals at least 18 years old. By accessing or using the Service, you warrant and represent that you are at least 18 years old and with the full authority, right, and capacity to enter into this Agreement. If you are not at least 18 years old, you are prohibited from both the access and usage of the Service.

1. Definitions

(a) “Account Data” means data which pertains to the Subscriber, Authorized Users, and Registered Clients necessary to identify them and administer their use of the Service. For the avoidance of doubt Account Data does not include data uploaded by the Subscriber or Authorized Users relating to contacts, matters, tasks or similar data.

(b) “Administrator” shall mean a Subscriber (as defined in Section 1(l)) with authority to designate additional Authorized Users and/or Administrators, and commit the Subscriber to additional services from Subtraid.

(c) “Agreement” shall mean this entire User License Agreement and incorporates by reference the Privacy Policy located at https://www.subtraid.com/privacy-policy and the attached Exhibits.

• Exhibit A – Subtraid Support Services Policy

• Exhibit B – Subtraid Data Protection Addendum for GDPR Compliance

• Exhibit C – Subtraid Authorized Subprocessors

(d) “Authorized User” shall mean an individual Subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.

(e) “Confidential Information” shall mean the Account Data, Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.

(f) “Content” shall mean any information you upload or post to the Service and any information provided by you to Subtraid in connection with the Service, including, without limitation, information about your or from your Authorized Users or Registered Clients.

(g) “Intellectual Property Rights” means all rights and interests in all (a) patents, utility models, patent applications, and continuing (continuation, divisional, or continuation-in-part) applications, re-issues, extensions, renewals, and re-examinations thereof and patents issued thereon; (b) registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill; (c) registered and unregistered copyrights and all other literary and author’s rights or moral rights; (d) trade secrets, know-how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether or not patentable; (e) all other intellectual, industrial, and proprietary rights now or hereafter coming into existence throughout the world; (f) applications for and registrations, renewals, and extensions of any of the foregoing; and (g) exclusive and non-exclusive license rights to any of the foregoing.

(h) “Order Document” means a pricing proposal, purchase order, online order form, statement of work or similar document (or collection of the foregoing) entered into by Subtraid and Subscriber for the Service, or any other similar mechanism made available by Subtraid through which a Subscriber purchases the Service.

(i) “Primary Subscriber” shall mean the Subscriber who initiated the Service offered by Subtraid and is assumed by Subtraid to have the sole authority to administer the subscription.

(j) “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.

(k) “Service” shall mean one or more software or hosted software services provided by Subtraid as specified in the relevant Order Document.

(l) “Subscriber” shall refer to the purchaser of the Service provided by Subtraid and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.

(m) “Security Emergency” shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) Subtraid’s provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third party access to the Service.

2. Limited License & Use of the Service

2.1 Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.

2.2 Subtraid does not review or pre-screen the Content and Subtraid claims no Intellectual Property Rights with respect to the Content.

2.3 Subscriber is responsible for all acts and omissions of its Authorized Users and for their compliance with the terms of this Agreement. Subscriber shall ensure that any individual invited to use the Service as a Registered Client affirmatively agrees to the then-current Registered Client End User License Agreement ("EULA") prior to accessing the Service. Subscriber is responsible for all acts and omissions of its Registered Clients and for any breach of the EULA by such Registered Clients.

2.4 Authorized Users shall not reproduce, duplicate, copy, sell, resell, exploit access to, or create derivative works of the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from Subtraid.

2.5 Authorized Users shall not modify, disassemble, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, Subtraid, or any other software or service provided by Subtraid.

2.6 Authorized Users shall not use the Service in any manner which may infringe Intellectual Property Rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement. Authorized Users must not remove any proprietary notices or labels from the Service.

2.7 Authorized Users shall not use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, or introduce or use any viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature. Subtraid monitors usage patterns to detect potential abuse violations of this Agreement. If Subtraid reasonably suspects abuse, misuse, or activity that could harm the Service, other users, or our reputation, Subtraid may temporarily suspend access to the affected Service until the issue leading to suspension is resolved to Subtraid’s reasonable satisfaction.

2.8 Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, Intellectual Property Rights and other rights and interests in and to the Service shall remain solely with Subtraid. The Subtraid name, logo, and related marks are its property and may not be used without written permission.

2.9 Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). It is the responsibility of the Authorized User to determine if the Service being shared is appropriate for each Registered Client. Subtraid reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.

2.10 Subtraid reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Content that breaches the terms of this Agreement, including removal of such Content.

2.11 Subtraid reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that Subtraid shall provide Subscriber with 30-days notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.

2.12 Subtraid reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days notice prior to any such suspension. Such notice shall be provided to you in advance through by way of notification within the Service, email or other notification method deemed appropriate by Subtraid. Further, Subtraid shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, Subtraid will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.

2.13 Subscriber grants to Subtraid a non-exclusive, worldwide, sublicensable, royalty-free right to use, store, modify, transmit, collect, and otherwise process the Content and Confidential Information for the sole purpose of providing the Service, performing Subtraid’ obligations and exercising Subtraid’s rights under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for Subtraid to, in perpetuity, generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1.  Subtraid may collect information generated from use of the Services, such as technical logs, data and learnings about Subscriber’s use of the Services (collectively, “Usage Data”), and may use, share and otherwise process such Usage Data for its lawful business purposes, provided that Subtraid does not publicly identify Subscriber as the source of the Usage Data. Subscriber will not interfere with the collection of Usage Data.

2.14 Subtraid uses one code-base for all jurisdictions. Subscriber is required, using settings available within the Service, to configure the Service for its own jurisdiction and to verify that the settings meet the Subscriber’s requirements. 

2.15 Subscriber must comply with all applicable laws and regulations in connection with its use of the Service. Subscriber is solely responsible for, and to the maximum extent permitted by law Subtraid disclaims all liability for, the provision of goods and services sold to Subscriber’s clients (including Registered Clients) as part of its use of the Service, and any obligations Subscriber may owe to its clients. Subscriber is responsible for providing, and must provide, all necessary notices to, and obtain all necessary rights and consents from, all applicable individuals (including Subscriber’s clients) sufficient to enable Subscriber to lawfully use the Service in the ways this Agreement and Subtraid’s Privacy Policy describe. Subscriber will determine the content of the notices it provides.

2.17 Subscriber is responsible for all actions taken on or through its account. 

3. Access to the Service

3.1 Only Authorized Users and Registered Clients are permitted to access and use the Service if he/she is an Authorized User or a Registered Client. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by Subtraid.

3.2 Each Authorized User will use their email address to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.

3.3 Subtraid may, at its discretion, require all Authorized Users to use two-factor authentication when logging in to their account. Two-factor authentication may be enabled by the Authorized User through the account settings, subject to any additional security requirements imposed by Subtraid.

3.4 The initial Administrator shall be the Primary Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.

3.5 Where a Subscriber has just one Administrator, it will provide Subtraid with the name and contact information of a designated Authorized User for use as an alternative point of contact if Subtraid is unable to reach the Administrator for a period of thirty days following the initial attempt to contact the Administrator.

3.6 You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any use of your account by a third party and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge, except to the extent that the loss you suffer is caused by Subtraid’s fraud, negligence or wilful misconduct. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

3.7 As between Subtraid and the Subscriber, any Content remains the property of the Subscriber. Upon cancellation or termination of the Service, Subtraid shall only liase with the Administrator or the designated Authorized User described in Section 3.5 above (if the Administrator is unable to be reached) regarding the retrieval of Content.

3.8 All access to and use of the Service via (that is to say, use other than direct interaction with a human Authorized User) is strictly prohibited insofar as the Service includes features which are designed for such use.

3.9 The following provisions apply to the extent that Subtraid provides access to the Service using an Application Program Interface (“API”):

(a) any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by this Agreement;

(b) Subtraid shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Subtraid has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API;

(c) Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. Subtraid, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension; and

(d) Subtraid reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.

3.10 Subscriber is solely responsible for any Content and represents and warrants to Subtraid that Subscriber has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary to provide the Content to Subtraid and to permit Subtraid to use and process the Content as set forth in this Agreement without violating or infringing any laws, third-party rights, or terms or policies that apply to the Content.

4. Confidentiality

4.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations or exercise rights under this Agreement.

4.2 Subtraid and any third party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations or exercise their rights under this Agreement; (b) in compliance with Section 7 of this Agreement, or (c) as otherwise authorized by you in writing.

5. Security and Access

5.1 Subtraid is responsible for providing a secure method of authentication and accessing its Service. Subtraid will provide mechanisms that:

(a) allow for user password management
(b) transmit passwords in a secure format
(c) protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices.

5.2 Subscriber will be responsible for protecting the security of Usernames, passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.

5.3 Subscriber will implement policies and procedures to prevent unauthorized use of passwords, and will promptly notify Subtraid upon suspicion that a Username and password has been lost, stolen, compromised, or misused.

5.4 At all times, Subtraid, and any third party vendors and hosting partners it utilizes to provide the Service, will:

(a) use information security best practices for transmitting and storing your Content, adhering to industry standards;

(b) employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management; and

(c) ensure its host facilities maintain industry standards for security and privacy.

5.5 Subtraid shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that Subtraid reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). Subtraid shall make such report within 72 hours after learning of the Security Breach.

5.6 In the event of a Security Breach, Subtraid shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertake to protect the security and integrity of Content; and (d) use commercially reasonable endeavours to mitigate any harmful effect of the Security Breach.

6. EU Data Protection

If applicable, the parties agree to comply with the provisions of the Data Processing Addendum set out in Exhibit B.

7. Legal Compliance

7.1 Subtraid maintains that its primary duty is to protect the Content to the extent the law allows. Subtraid reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.

If Subtraid is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then Subtraid will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Subtraid may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.

8. Managed Backup and Archiving

8.1 Subtraid’s managed backup services are designed to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. Subtraid will effectuate managed backups of Content every 4 hours each day. Following any cancellation or termination of Service for any reason, Subscriber shall have ninety days to retrieve any and all Content.

9. Payment, Refunds, and Subscription Changes

9.1 To use the Service, you must provide a current, valid, accepted method of payment, as may be updated from time to time (“Payment Method”). As consideration for the Services, you agree to pay the subscription fees set out in the applicable Order Document, in the manner specified below.

9.2 Annual Subscribers who satisfy applicable eligibility requirements, as determined in Subtraid’ sole discretion, may elect to be charged on a semi-annual or quarterly billing cycle. In such circumstances you authorize Subtraid, to charge the subscription fee and applicable Taxes (as defined below) for each billing cycle to your Payment Method.

9.3 Subscriber is responsible for and shall pay all applicable taxes, duties, tariffs, assessments, export and import fees, or other governmental charges (collectively, “Taxes”) imposed by any jurisdiction as a result of or in connection with this Agreement, Subscriber’s use of the Service, or any transactions contemplated herein, excluding only taxes imposed on Subtraid’s net income. If Subtraid is required by law to collect or remit any such Taxes, Subtraid may invoice Subscriber for such amounts, and Subscriber shall pay such invoiced amounts within thirty (30) days of the invoice date. Subscriber shall provide Subtraid with valid tax exemption certificates or other documentation reasonably requested by Subtraid to support any claimed exemption from Taxes. 

9.4 Unless you cancel your subscription before the expiration of the subscription term then in effect, you authorize Subtraid, to charge the subscription fee and applicable Taxes for the next renewal term to your Payment Method in advance of the start of such term, taking into account the expiration of any discounts, and any Subscription Upgrades and/or Subscription Downgrades, each as contemplated below. 

9.5 To the extent permitted by law and except as provided in this Agreement (including without limitation Exhibit A), all charges are final, non-refundable and where applicable, non-cancellable, including without limitation all setup fees, implementation charges, subscription fees and other professional services charges, as applicable. For certainty, if you have been approved for semi-annual or quarterly billing cycles and you terminate within a subscription term, you will be required to pay the balance of the subscription fees owing for the remaining of the term then in effect and you authorize Subtraid to charge the Payment Method in such circumstances.

9.6 Subscribers who purchase setup or professional services, like tailored live training, customized forms and documents, or migration services, must initiate those services within sixty (60) days (the “Service Window”) following their purchase. Absent a separate invoice, the date of purchase for setup or professional services will be deemed to be the initial date of entry of the Payment Method. Failure of the Subscriber to initiate purchased setup or professional services within the Service Window will result in those services no longer being available and no refund will be issued.

9.7 You may increase the total number of clients and/or credits, additional products and any plan upgrades (each, a “Subscription Upgrade”) at any time, in which case you will be charged immediately for the entire cost of the Subscription Upgrade from the effective date of the Subscription Upgrade prorated until the end of the then current billing cycle or subscription term, as applicable, and, at the start of the next billing period or subscription term, as applicable, the cost of the Subscription Upgrade will be incorporated into your quarterly, bi-annual or annual, as applicable, payments. 

9.8 While you may reduce the number of clients and/or credits, reduce the number of products subscribed, or enact plan downgrades at any time during a subscription term (each a “Subscription Downgrade”), doing so will not result in any refunds or reductions in fees during the subscription term then in effect. For certainty, if done within a subscription term, any reduction in fees resulting from a Subscription Downgrade will only become effective upon the next renewal. Further, no refunds or credits will be issued for partial periods of service, unused subscriptions or removal of Subscribers. Subscription Downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service. 

9.9 All payments under this Agreement shall be made without deduction or withholding for any taxes. If Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Subtraid receives an amount equal to the sum it would have received had no such deduction or withholding been made.

9.10 All subscription fees are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service. Continued use of the Service following any modification constitutes Subscriber’s acceptance of the modification.

9.11 Certain Services may be offered as free trials at Subtraid’s discretion, with eligibility criteria determined by Subtraid (“Free Trials”). In connection with Free Trials Subtraid will require a Payment Method to be specified in the applicable Order Document. Upon the expiration of the Free Trial, except as otherwise agreed by Subtraid in the applicable Order Document, your subscription to the applicable Service will commence automatically and you will be charged the applicable subscription fees to the Payment Method provided, unless you cancel the Free Trial before its conclusion. Please be aware that Subtraid will continue to bill and charge for subsequent subscription cycles in accordance with Sections 9 and 10 of this Agreement, unless you cancel the subscription pursuant Section 10.1 of this Agreement

10. Cancellation and Termination

10.1 The initial term of your subscription shall be as set forth in your Order Document. After the initial term, your subscription will automatically renew for successive terms equal in length to your initial term, until cancelled in accordance with this Agreement. Notwithstanding the foregoing, if your initial term is a multi-year term, your subscription will renew on an annual basis.

10.2 Subscriptions may be cancelled at any time, provided that the cancellation will become effective at the end of the subscription term then in effect.

10.3 If you cancel your subscription within a subscription term the entire unpaid balance of all amounts owing for the remainder of the applicable term will immediately be due and payable (as updated to include the cost of any applicable Subscription Upgrades). For certainty, there will be no payment adjustments for unused services or for the removal of any licenses during that period, or otherwise.

10.4 If a Subscriber wishes to cancel its subscription an Administrator may do so on its behalf any time by calling support, provided that a cancellation that is initiated within a term, will not be effective until the expiration of that term. For security and compliance reasons, the Administrator must call support to complete the cancellation. Cancellations shall not be accepted by any other means. 

10.5 Subtraid in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Security Emergency.

10.6 If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) Subtraid provides Subscriber with commercially reasonable notice of this violation; (iii) Subtraid uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to Subtraid’s reasonable satisfaction within thirty (30) days of such notice, then Subtraid reserves the right to suspend access to the Service.

10.7 As required by Section 8 above (“Managed Backup and Archiving”), upon cancellation or termination of a subscription, Content is made available to the Administrator or a designated Authorized User. Following a period of no less than ninety (90) days from the cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service.

11. Limitation of Liability

11.1 Except in the case of a violation by Subtraid of its obligations under Section 4 above (“Confidentiality”), Section 5 above (“Security and Access”), and Section 8 above (“Managed Backup and Archiving”), and except as provided in Section 13.2 below (“Indemnification”), Subtraid shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Services provided to Subscriber by Subtraid.

11.2 SUBSCRIBER AGREES THAT THE LIABILITY OF SUBTRAID ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. SUBSCRIBER FURTHER AGREES THAT SUBTRAID IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER SUBTRAID HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 13.2. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY SUBTRAID TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

11.3 Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system.

12. Disclaimer of Warranties

12.1 SUBTRAID HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY SUBTRAID. NOTHING IN THIS SECTION 12.1 SHALL MODIFY SUBTRAID’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 13.2(A) OF THIS AGREEMENT (“INDEMNIFICATION”).

12.2 Subtraid makes no warranty that its services when provided to Subscriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that these Services will be secure or error free. Nor does Subtraid make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 12.2 shall modify Subtraid’s obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”) or Subtraid’s obligation to indemnify you as required by Section 13.2(b) of this Agreement (“Indemnification”).

12.3 Subtraid hereby disclaims all warranties of any kind related to Subscriber’s hardware or software beyond the warranties provided by the manufacturer of Subscriber’s hardware or software.

12.4 Subtraid is not responsible for, and to the maximum extent permitted by law disclaims all liability arising from or relating to Subscriber’s obligations to its clients (including to properly describe and deliver the goods or services being sold to its clients) and Subscriber’s compliance with applicable laws.

13. Indemnification

13.1 Subscriber hereby agrees to indemnify and hold harmless Subtraid from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:

a. Authorized Users’ breach of any representation, warranty or obligation stated in this Agreement; 

b. a Registered Client's breach of any obligation stated in the Registered Client End User License Agreement (EULA);

c. Authorized Users’ negligent acts or omissions; 

d. a Registered Client's negligent acts or omissions;

e. disputes between you and any third party or between Authorized Users or Registered Clients, including disputes relating to account ownership or Authorized User activity.

Subtraid will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to Subtraid. Subtraid reserves the right to participate in the defense of the claim, suit, or proceeding, at Subtraid’s expense, with counsel of Subtraid’s choosing.

13.2 Subject to Section 13.3, Subtraid shall defend, indemnify and hold Subscriber harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Subscriber by a third party:

a. alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; or 

b. arising out of a related violation by Subtraid of its obligations under Section 4 above (“Confidentiality”).

13.3 If Subscriber becomes aware of a potential Claim, Subscriber shall (a) promptly give written notice of the Claim to Subtraid (provided, however, that the failure to so notify shall not relieve Subtraid of its indemnification obligations unless Subtraid can show that it was materially prejudiced by such delay and then only to the extent of such prejudice); (b) give Subtraid sole control of the defense and settlement of the Claim (provided that Subtraid may not settle any Claim unless it unconditionally releases Subscriber of all liability); and (c) provide to Subtraid, at Subtraid’s cost, all reasonable assistance. Subtraid shall not be required to indemnify Subscriber in the event of: (x) modification of the Service by Subscriber in conflict with Subscriber’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (y) use of the Service in combination with any other product or service not provided by Subtraid to the extent that the infringement or misappropriation would not have occurred but for such use; or (z) use of the Service in a manner not otherwise contemplated by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use.

14. Miscellaneous

14.1 Technical support and training are available to Authorized Users with active subscriptions, and is available by telephone, email or electronic support ticket, as defined in Exhibit A.

14.2 Subscriber acknowledges and agrees that Subtraid may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

14.3 The Service may allow you to access or use or integrate with third party providers of products and services (“Third Party Services”). Such Third Party Services are not “Services” under this Agreement and are not subject to any terms related to the Service, including related warranties, indemnities, service commitments or other obligations. The availability of any Third Party Services through the Service does not imply Subtraid’s endorsement of or affiliation with the provider. Access to and use of any Third Party Services are subject to the separate terms and conditions required by the providers of the Third Party Services. Subtraid does not control the Third Party Services and will have no liability to Subscriber in connection with any Third Party Service. Subtraid has no obligation to monitor or maintain any Third Party Service and may replace, disable or restrict access to any Third Party Service or cancel related integrations at any time, without notice. BY USING OR ENABLING ANY THIRD PARTY SERVICE, SUBSCRIBER EXPRESSLY ACKNOWLEDGES THAT ANY LIABILITY AND REMEDIES RELATED TO A THIRD PARTY SERVICE IS WHOLLY GOVERNED BY THE APPLICABLE THIRD PARTY  AGREEMENT AND SUBTRAID DISCLAIMS ALL LIABILITY RELATED TO SUCH THIRD PARTY SERVICE.

14.4 Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold Subtraid liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only Subtraid, with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. Subtraid will make reasonable efforts to provide notice to Subscriber prior to such access and transfer. Subtraid’s actions will comply with its obligations under Sections 4 and 5 of this Agreement.

14.5 The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Nothing in the Agreement creates an exclusive relationship or in any way prevents Subtraid from entering into similar arrangements with or providing similar services to other entities, including, without limitation, other similar customers.

14.6 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.

14.7 This Agreement constitutes the entire agreement between Subscriber and Subtraid and governs Subscriber's use of the Service, superseding any prior agreements between Subscriber and Subtraid (including, but not limited to, any prior versions of this agreement).

14.8 Subtraid reserves the right to amend this Agreement. In the event of material changes to the Agreement, Subtraid will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.

14.9 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.

14.10 Governing Law and Venue. This Agreement and your relationship with Subtraid shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the province of Ontario, Canada and shall be considered to have been made and accepted in Ontario, Canada, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of Ontario in Toronto, and Subscribers consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and legal fees.

14.11 The Service is intended for users located in North America. Subtraid makes no representation that the Service is appropriate or available for use outside of North America. If you choose to use or access the Service outside of North America, you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.

14.12 Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the Data Protection Addendum (Exhibit B), (2) the Privacy Policy, (3) the Terms of Service, (4) the Support Services Policy (Exhibit A), and (5) the applicable Order Document. The terms of an Order Document shall be effective only with respect to that specific Order Document and shall not modify the terms of this Agreement for any other purpose.