Master Subscription Agreement
Last updated: June 24, 2026
THIS MASTER SUBSCRIPTION AGREEMENT (this "MSA" and, together with all Order Forms (as defined below), this "Agreement") is entered into as of the date of entry into the first Order Form (the "Effective Date"), by and between The Accountrepreneur, LLC ("Company") and the customer identified in such Order Form ("Customer"). For purposes of this MSA, (a) “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or other investment fund now or hereafter existing that is controlled by one (1) or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person and (b) “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity. In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Services.
1.1 Order Forms. Company and Customer may, from time to time, enter into proposals, order forms, statements of work, or other ordering documents containing a description of (a) the subscription purchased by Customer, including any additional services expressly set forth (the "Subscription"), (b) the initial subscription term (the "Initial Subscription Term"), and (c) the applicable fees. When executed, each such document is referred to herein as an "Order Form." This MSA is incorporated by reference into, and governs, all Order Forms. Capitalized terms used but not defined in this MSA have the meanings given to them in an Order Form and vice versa. To the extent that a conflict arises between the terms and conditions of an Order Form and the terms and conditions of this MSA, the Order Form will control unless this MSA expressly states otherwise. Company will not be bound by, and specifically objects to, any term, condition, or other provision which is different from or in addition to the provisions of this MSA or such Order Form (whether or not it would materially alter this MSA or such Order Form) that is proffered by Customer in any order, terms and conditions of purchase, receipt, acceptance, confirmation, correspondence, or otherwise, unless Company specifically agrees to such provision in a written instrument signed by Company.
1.2 Performance. Subject to the terms and conditions of this Agreement and each applicable Order Form, Company will provide the Subscription as specified in such Order Form. In providing the Subscription, Company may use internal systems, tools, and workflows to support data processing, controls, and the production of the outputs described in the applicable Order Form.
1.3 Provision of Customer Data. Customer will timely provide to Company all Customer data, materials, information and other items (collectively, “Customer Data”) for Company's provision of the Subscription (including, without limitation, any of the foregoing identified on an Order Form). Company will not be responsible or liable for failures or delays in providing the Subscription to the extent resulting from (a) Customer's delay or failure to provide the Customer Data in a timely manner, (b) inaccurate, incomplete, or defective Customer Data, or (c) Customer's acts or omissions that interfere with Company's provision of the Subscription. In the event any of the foregoing prevent or delay Company's provision of the Subscription, Company may suspend provision of the Subscription, as applicable, until the parties mutually agree in writing to an equitable upward adjustment of the fees payable with respect thereto (which may include, in Company's sole discretion, re-engagement fees and/or other fees payable).
1.4 Company Affiliates. Company may use Affiliates of Company in connection with Company's obligations under an Order Form or this MSA or an Affiliate of Company may enter into an Order Form. To the extent Company uses an Affiliate in connection with Company's obligations under an Order Form or this MSA or any Affiliate of Company enters into an Order Form, then (a) all references to "Company" in this MSA that apply to such Affiliate will refer only to such Affiliate (and not The Accountrepreneur LLC) and (b) only such Affiliate (and not The Accountrepreneur LLC) will be liable for the performance of such obligations under such Order Form or this MSA.
2. Technology, Access, and Use.
2.1 Platform Access. To facilitate the provision of the Subscription, Company may provide Customer’s designated users (each, a “User”) with access to and use of certain functionality of website(s), cloud software, and other related technologies developed by or for Company or its Affiliates (collectively, the “Platform”) during the Term. The Platform is provided on a hosted, cloud-based basis, and may be modified, enhanced, or improved from time to time.
2.2 Internal Systems. To facilitate the provision of the Subscription, Company may use certain internal technologies, systems, and tools, including technologies developed by or for Company or its Affiliates, third-party software libraries, and integrations with Customer systems and third-party services (collectively, “Internal Systems”). Internal Systems are not part of the Platform. Customer agrees to reasonably cooperate with Company to enable the use of such Internal Systems in connection with the Subscription and to refrain from interfering with their operation. If Customer implements new systems or makes changes to existing systems that contain data relevant to the Subscription, Customer will notify Company promptly and reasonably cooperate with Company to support continued delivery of the Subscription.
2.3 Third-Party Systems. In connection with the Subscription, Company may request that Customer integrate, connect, or provide access to certain Customer systems, software, or third-party services in connection with the Subscription (collectively, “Third-Party Systems”). By providing such access or enabling such integrations, Customer authorizes Mandrel to access and use the applicable Third-Party Systems as reasonably necessary to provide the Subscription. Customer is solely responsible for such Third-Party Systems, including their security, availability, accuracy, and compliance with applicable laws. Company is not responsible for, and disclaims all liability arising from, the operation, performance, security, or availability of any Third-Party Systems or the acts or omissions of any third-party providers.
2.4 Login Credentials. To the extent Customer provides Company with login credentials, access tokens, or similar authentication information for Third-Party Systems pursuant to Section 2.3 (collectively, “Access Credentials”), Customer authorizes Company to: (a) access the applicable Third-Party Systems using such Access Credentials, (b) access, copy, scrape, and transfer data available through the applicable Third-Party Systems to the Platform or Internal Systems; and (c) use, store, modify, and create derivative works of such data, in each case as reasonably necessary to provide, operate, maintain, and improve the Subscription, Platform, and Internal Systems. Customer represents and warrants that it has rights, consents, and permissions necessary to grant the foregoing authorization. Company will use the Access Credentials only in accordance with this Agreement or as otherwise directed by Customer.
2.5 User Responsibilities and Security. Customer is responsible for: (a) maintaining the confidentiality of User access credentials in its possession or control; (b) establishing appropriate internal roles, permissions, policies, and procedures for the secure use of the Platform; (c) its Users’ use of the Platform; and (d) its Users’ compliance with this Agreement and applicable laws. Customer will notify Company promptly if it becomes aware, or reasonably suspects, that the security of any User account has been compromised.
2.6 Vendor Responsibilities and Security. Company will implement and maintain commercially reasonable policies and procedures designed to protect Customer Data and Access Credentials against unauthorized access, use, loss, or disclosure and in compliance with applicable laws and regulations relating to data privacy and security. Mandrel will notify Customer without undue delay upon becoming aware of any confirmed unauthorized access to or disclosure of Customer Data or Access Credentials. The foregoing constitutes Mandrel’s sole and exclusive obligation with respect to protection of Customer Data and Access Credentials from unauthorized access, use, loss or disclosure.
2.7 Platform Restrictions. The Platform is provided solely for Customer's internal business purposes and as expressly permitted under an applicable Order Form. Customer will not, in whole or in part: (a) modify, copy, disclose, alter, translate or create derivative works of the Platform; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Platform; (c) decompile, disassemble, decode, translate, or reverse engineer the Platform or otherwise attempt to learn the source code, structure, algorithms, or internal ideas underlying the Platform or reduce the Platform by any other means to a human-perceivable form; (d) copy, frame or mirror any part or content of the Platform; (e) access the Platform in order to build a competitive product or service; (f) interfere with or disrupt the integrity or performance of the Platform or input, upload, transmit, or otherwise provide any harmful code to or through the Platform; (g) use any data mining, robots, or similar data gathering or extraction methods; (h) attempt to gain unauthorized access to the Platform or its related systems or networks or exceed any User limitations or other limitations set forth on the Order Form with respect to the Platform; (i) disclose to any third party any performance information or analysis relating to the Platform; (j) remove, alter, or obscure any proprietary notices in or on the Platform; or (k) cause or permit any individual to do any of the foregoing. Customer will not assert, nor authorize, assist or encourage any third party to assert, against any Company, any patent infringement or other intellectual property rights infringement claim regarding the Platform. Customer is solely responsible for (i) the acts and omissions of its Users and any act or omission of any User will, for purposes of this Agreement, be deemed an act or omission of Customer and (ii) all activities that occur on Customer's or any User's account for access to the Platform.
2.7 Rights. As between the parties, (a) Customer owns and retains all rights, title and interest in and to the Customer Data and (b) Company owns and retains all rights, title and interest in and to the Platform, including, without limitation, any documents, information, or other deliverables or materials developed or provided to Customer in connection with the Platform (the “Deliverables”). Subject to the terms and conditions of this Agreement, Customer may internally use the Deliverables for Customer's internal business purposes. All Deliverables are Confidential Information (as defined below) of Company. If Customer provide Company with feedback, ideas, requests, recommendations or suggestions about the Platform or Internal Systems (“Feedback”), then Company may use that information without obligation to Customer, and Customer grants Company a non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, and sublicense the Feedback for any purpose.
3. Fees and Payment Terms; Remedies.
3.1 Fees and Payment Terms. Company will issue invoices for all fees payable as set forth in the applicable Order Form (the “Fees”) and will collect payment automatically using the payment method on file. Customer represents that the authorized payment account is a business account and not used primarily for personal, familial, or household purposes. Fees are exclusive of applicable taxes, which Customer is responsible for paying. If Customer authorizes payment via ACH, Customer authorizes Company and/or its payment processor to initiate debit and credit entries to Customer’s designated business bank account in accordance with applicable network rules, including to correct any erroneous transactions. If payment is made by credit card, Customer agrees to maintain accurate and current payment information throughout the term of the Agreement. Company may suspend provision of the Subscription if any undisputed amounts remain past due. Customer is responsible for all Fees incurred by its Affiliates under the Agreement. Services that fall outside the scope of the applicable Subscription, as described in the Order Form (“Out-of-Scope Services”), whether requested by Customer or reasonably required by Company to provide the Subscription, may be provided by Company on an as-incurred basis, subject to availability. Company will notify Customer in advance if such Out-of-Scope Services may result in additional fees. Any such fees will be invoiced and charged in arrears in accordance with this Agreement and will apply solely to the specific Out-of-Scope Services requested. Except as expressly set forth in this Agreement, all payments are non-refundable and non-creditable.
3.2 Fee and Scope Updates. From time to time, Company may update the price and/or scope of the Subscription. The Subscription and associated Fees set forth in each Order Form are based on Customer’s business operations and scale as of the Order Form Effective Date. In the event of a material increase in Customer’s operations or scope (including, without limitation, increases in retail locations, sales channels, retail or distribution partners, transaction volumes, or connected Third-Party Systems), the parties may mutually agree in writing to update the applicable Order Form’s scope and associated Fees to reflect such changes. Any other increase in Fees or material modifications to the Subscription outside of the foregoing will apply only upon renewal and will be communicated to Customer at least sixty (60) days prior to the start of the next Renewal Subscription Term. Continued renewal of the Subscription following such notice will constitute Customer’s acceptance of the updated pricing or scope.
3.3 Remedies for Non-Payment. Without limiting Company's remedies at law or in equity, if Customer fails to timely make any payment owed hereunder, Company may exercise any or all of the following remedies: (a) suspend provision of the Subscription, Platform, or Out-of-Scope Services; (b) require Customer to reimburse Company for all costs and expenses incurred in anticipation of providing the Subscription, Platform, or Out-of-Scope Services (and Customer will pay such amounts to Company immediately on demand); and/or (c) charge interest at a rate of 3% per month or the highest rate allowed by law, whichever is less (and Customer will pay such amounts to Company immediately on demand).
4. Confidential Information.
4.1 Definition. "Confidential Information" is any information and materials disclosed or made available by or on behalf of one party (the "Disclosing Party"), or that the other party (the "Receiving Party") obtains in connection with this Agreement that is designated as confidential or should be reasonably expected to be confidential or proprietary. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to trade secrets, business, technical and financial information not generally known to the public, such as business plans, strategies, practices, products, and personnel related data.
4.2 Obligations. The Receiving Party will maintain in confidence the Confidential Information during the term of this Agreement and thereafter and will not use such Confidential Information except as expressly permitted in this Agreement. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. The Receiving Party will use Confidential Information solely for the purpose of carrying out the Receiving Party’s obligations or exercising the Receiving Party's rights under this Agreement. Each party agrees that the terms and conditions of this Agreement will not be disclosed to any third party; provided, however, that each party may disclose the terms and conditions of this Agreement: (a) to such party’s equity holders, affiliates, consultants, legal counsel and financing sources; (b) in connection with the enforcement of this Agreement or rights under this Agreement; or (c) in connection with an actual or proposed equity investment, financing, change of control, merger, acquisition of all or a portion of the business or assets of such party, or any similar transaction.
4.3 Exceptions. The obligations in Section 4.2 will not apply: (a) to information that (i) is in or enters the public domain without breach of this Agreement through no fault of the Receiving Party, (ii) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party, (iii) the Receiving Party can demonstrate was developed by the Receiving Party independently of, and without use of or reference to, the Confidential Information, or (iv) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (b) to the extent that a party is required, in the reasonable opinion of such party's legal counsel, to disclose information by applicable laws, rules and regulations ("Applicable Law"), order of a governmental agency or a court of competent jurisdiction or legal process, including tax authorities.
5. Representations and Warranties.
5.1 Mutual. Each party represents and warrants that (a) it is validly existing and in good standing under the laws of the place of its establishment or incorporation, (b) it has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, (c) the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement, and (d) this Agreement is valid, binding and enforceable against it in accordance with its terms.
5.2 Company. Company warrants that it will provide the Subscription in a commercially reasonable manner consistent with generally accepted industry standards and applicable laws. In the event of a material breach of this warranty, Company will use commercially reasonable efforts to remedy such breach, provided that Customer gives Company written notice describing the breach in reasonable detail.
5.3 Customer. Customer represents and warrants that (a) it has the right to provide all Customer Data to Company and (b) neither the Customer Data nor Company's use of the Customer Data (i) infringe or will infringe, misappropriate or will misappropriate, or otherwise violate or otherwise will violate any intellectual property rights, publicity rights, privacy rights, or other rights of any third party or (ii) violate Applicable Law. Customer will defend, indemnify and hold Company harmless from and against any and all third-party claims, suits, actions, proceedings, damages, liabilities, losses, costs, and expenses resulting from (A) Customer's breach of this Section 5.3 and/or (B) Customer's use of the Subscription (including the Platform, Internal Systems, and Deliverables) or the Out-of-Scope Services.
6. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5.2, THE SUBSCRIPTION (INCLUDING THE PLATFORM, INTERNAL SYSTEMS, AND DELIVERABLES) AND OUT-OF-SCOPE-SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED OR DERIVED THROUGH THE USE OF THE SUBSCRIPTION OR OUT-OF-SCOPE-SERVICES OR CONCLUSIONS DRAWN THEREFROM AND CUSTOMER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR ACTIONS TAKEN OR DECISIONS MADE (OR NOT TAKEN OR MADE) AS A RESULT OF CUSTOMER'S USE OF THE SUBSCRIPTION OR OUT-OF-SCOPE SERVICES OR ANY INFORMATION, RESULTS, OR OUTPUT PROVIDED, OBTAINED, OR DERIVED THROUGH THE USE OF THE SUBSCRIPTION OR OUT-OF-SCOPE SERVICES OR CONCLUSIONS DRAWN THEREFROM. Without limiting the foregoing, Customer (a) expressly acknowledges and agrees that (i) Outputs may be generated or supported by automated processes and systems and may depend on Customer Data and third-party data, and may not be complete, accurate, or error-free and (ii) Company is not registered or licensed before any legal, governmental, regulatory, or industry authority and that neither the Subscription, nor the Out-of-Scope Services, nor any information provided to Customer in connection therewith, are intended as, or should or will be considered or construed as, any advice or recommendation with respect to compliance with legal, governmental, regulatory, or industry requirements or guidelines (collectively, "Guidelines") and (b) represents and warrants that Customer is not relying on the Subscription, Platform, or Internal Systems , the determination, selection, recommendation, or issuance of any Certification, or any other communication (written or oral) of Company as advice or recommendation designed to comply with Guidelines and that Company has not (i) given any guarantee or representation as to the potential success, return, effect, or benefit of the Subscription or Out-of-Scope Services or (ii) made any representation to Customer regarding the effectiveness of the Subscription or Out-of-Scope Services.
7. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL (A) COMPANY BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, EXPECTATION, RELIANCE, OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, OR REPUTATIONAL HARM OR DAMAGE OR (B) COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER TO COMPANY IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY UNDER THE ORDER FORM GIVING RISE TO THE LIABILITY AND ASSOCIATED WITH THE SUBSCRIPTION, PLATFORM, INTERNAL SYSTEMS, OR OUT-OF-SCOPE SERVICES PROVIDED. MULTIPLE CLAIMS WILL NOT EXPAND THESE LIMITATIONS. THIS SECTION 7 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
8. Term and Termination.
8.1 Term.
(a) This Agreement. This Agreement will commence on the Effective Date and, unless terminated earlier by either party as set forth herein, will continue until expiration of the last effective Order Form between the parties (the "Term").
(b) Order Forms. Each Order Form will continue for the Initial Subscription Term. On expiration of the Initial Subscription Term, unless otherwise specified in such Order Form, such Order Form will automatically renew for successive subscription terms equivalent in length to the Initial Subscription Term (or such term lengths otherwise specified on such Order Form) (each, a "Renewal Subscription Term") unless either party notifies the other party in writing within sixty (60) days prior to the expiration of the Initial Subscription Term or the applicable Renewal Subscription Term of its intent not to renew such Order Form, in which case such Order Form will expire at the conclusion of the Initial Subscription Term or applicable Renewal Subscription Term.
8.2 Termination. Either party may terminate this Agreement or any Order Form if the other party breaches this Agreement or such Order Form and fails to cure the breach within the thirty (30) day period commencing upon its receipt of written notice of the breach. In addition, either party may terminate an Order Form for convenience upon at least sixty (60) days’ prior written notice. Any such termination for convenience will be effective at the end of the applicable notice period, and Customer will remain responsible for all fees due and payable through the effective date of termination. Termination of a particular Order Form will not affect any other Order Form then in effect under this Agreement, unless the parties otherwise specifically agree in writing, and this Agreement will continue to govern such other Order Forms until each such Order Form has terminated or expired in accordance with its terms.
8.3 Effect of Termination. In the event of any termination or expiration of this Agreement or an Order Form, as applicable, (a) all Customer rights and Company obligations will immediately cease and (b) Customer will pay Company all Fees payable (including, without limitation, all Fees payable under the applicable Order Form(s) after the date of such termination or expiration), (c) each party will promptly provide the other party with all Confidential Information of such other party then in its possession or destroy all copies of such other party's Confidential Information, at such other party's sole discretion and direction, and (d) Sections 1.1, 1.3, 2.7, 3, 4, 5.3, 6, 7, 8.3, and 9 will survive. Except as expressly set forth in an Order Form, no refunds will be granted on termination or expiration.
9. Miscellaneous. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to conflict of laws principles. Customer irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery for any disputes Customer raises with respect to this Agreement. In any dispute with respect to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees from the non-prevailing party. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and there are no agreements or understandings between the parties, express or implied, except as are expressly set forth in this Agreement. If any provision of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement will remain valid and enforceable as though such void or unenforceable provision were absent on the date of its execution. Customer may not assign, subcontract, or delegate this Agreement or any of its rights hereunder, including by operation of law, without Company's prior written consent. Electronic notice (including email) will satisfy any requirements that notice hereunder be in writing. Written notice is effective on the day of delivery. Notwithstanding any terms to the contrary in this Agreement, Customer (i) agrees to cooperate with Company, on Company's request, in serving as a reference to prospective customers and/or investors, (ii) agrees to participate, on Company's request, in a case study, and (iii) consents to Company's use of Customer's name and logo on any such reference materials, case studies, the Company website, and on Company's promotional and marketing related materials. Company is excused from performance of this Agreement and will not be liable for any delay in whole or in part caused by any event outside of its control.
