Legal
Master Subscription Agreement
Last Updated: January 25, 2026
1. Overview
This Master Subscription Agreement ("Agreement") is entered into between indexy Inc. ("indexy", "we", "us") and the entity or individual ("Customer", "you") who accesses or uses the indexy platform and related services. By signing an Order Form that references this Agreement or by accessing or using the Services, Customer agrees to be bound by the terms of this Agreement. This Agreement governs Customer's access to and use of the Services, as defined herein. Each Order Form executed by the parties shall be subject to and governed by this Agreement.
2. Services
2.1 Access Grant
Subject to the terms of this Agreement and applicable Order Forms, indexy grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business purposes.
2.2 Users
Customer may permit its employees and authorized contractors ("Users") to access the Services, provided that Customer ensures all Users comply with the terms of this Agreement. Customer is responsible for all activities conducted through User accounts.
2.3 Restrictions
Customer shall not: (a) sublicense, resell, or distribute the Services; (b) reverse engineer, decompile, or disassemble any part of the Services; (c) use the Services to develop a competing product; (d) interfere with or disrupt the integrity or performance of the Services; or (e) attempt to gain unauthorized access to any systems or networks connected to the Services.
3. Service Levels and Support
indexy shall use commercially reasonable efforts to make the Services available in accordance with the service levels described in the applicable Order Form or Service Level Agreement ("SLA"). indexy will provide Customer with reasonable technical support during normal business hours. Enhanced support options may be available as set forth in the applicable Order Form.
4. Data
4.1 Retention of Rights
Customer retains all right, title, and interest in and to Customer Data. indexy retains all right, title, and interest in and to the Services, including all intellectual property rights therein.
4.2 Use of Customer Data
indexy may access and use Customer Data solely as necessary to provide, maintain, and improve the Services, and as otherwise permitted by this Agreement or authorized by Customer.
4.3 Telemetry
indexy may collect and use telemetry data and usage statistics in an aggregated and anonymized manner for purposes of improving the Services, provided such data does not identify Customer or any individual.
4.4 Data Processing
To the extent indexy processes personal data on behalf of Customer, the parties shall enter into a Data Processing Addendum, which shall be incorporated into and form part of this Agreement.
5. Customer Obligations
Customer shall: (a) be responsible for the accuracy and legality of Customer Data; (b) use the Services in compliance with all applicable laws and regulations; (c) prevent unauthorized access to or use of the Services; and (d) promptly notify indexy of any unauthorized use or security breach.
6. Suspension of Service
indexy may suspend Customer's access to the Services if: (a) Customer's use poses a security risk to the Services or any third party; (b) Customer's use may adversely impact the Services or other customers; (c) Customer is in breach of this Agreement; or (d) suspension is required by law or regulation. indexy will provide reasonable notice before suspension, except where immediate suspension is necessary.
7. Third-Party Platforms
The Services may integrate with or rely upon third-party platforms, services, or content. indexy does not control and is not responsible for third-party platforms. Customer's use of any third-party platform is subject to that third party's terms and privacy policies.
8. Fees and Taxes
Customer shall pay all fees specified in the applicable Order Form. Unless otherwise stated, fees are quoted exclusive of taxes. Customer is responsible for all applicable taxes, excluding taxes based on indexy's net income. Fees are non-refundable except as expressly set forth in this Agreement. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
9. Warranties and Disclaimers
indexy warrants that the Services will perform materially in accordance with the applicable documentation during the Subscription Term. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND INDEXY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. Term and Termination
This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated. Either party may terminate this Agreement or an Order Form for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice. Upon termination, Customer's access to the Services shall cease, and each party shall return or destroy the other party's Confidential Information.
11. Feedback
If Customer provides indexy with any suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Customer hereby grants indexy a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate such Feedback into the Services.
12. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.
13. Indemnification
indexy shall indemnify, defend, and hold harmless Customer from any third-party claim that the Services infringe upon any intellectual property right of such third party. Customer shall indemnify, defend, and hold harmless indexy from any third-party claim arising from Customer's use of the Services in violation of this Agreement or applicable law.
14. Confidentiality
Each party agrees that all information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information") shall be kept confidential. The receiving party shall not disclose Confidential Information to any third party except to its employees and contractors who need to know and who are bound by obligations of confidentiality at least as protective as those herein.
15. Required Disclosures
Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that such party gives the other party reasonable prior notice and cooperates in any effort to obtain confidential treatment of the information.
16. Trials and Betas
indexy may offer trial or beta access to new features or services ("Beta Services"). Beta Services are provided "as is" without warranty. indexy may discontinue Beta Services at any time without notice. Any data entered into Beta Services may be permanently lost when the Beta Service ends.
17. Publicity
Neither party shall use the other party's name, trademarks, or logos without prior written consent, except that indexy may include Customer's name and logo in its customer lists and marketing materials unless Customer opts out in writing.
18. General Terms
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, or representations. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. Neither party may assign this Agreement without the other party's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall continue in full force and effect.