Effective Date: February 13, 2023
The Raizer Master Subscription Agreement sets forth the terms and conditions between Client (“Client,” “you,” and “your”) and Bnfts, Inc. (“Raizer**,” “we,” “our,” and “us”**) which govern Client and its affiliates’ license to access and use Raizer web-based application. Raizer and Client may individually be referred to as a “Party” and collectively the “Parties”. The Agreement is effective as of the date that you sign up for Services or submit or/and pay an Order Form (the “Effective Date”).
By accepting this Master Subscription Agreement (the “Agreement”), either by clicking a box indicating your acceptance, executing an Order Form or other document that references this Agreement, by using (or making any payment for) the Services, or by otherwise indicating your acceptance of this Agreement, you: (1) agree to this Agreement on behalf of the client indicated on the Order Form (if applicable) or the organization, business, or other legal entity for which you act; and (2) represent and warrant that you have the authority to bind Client to this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.
1.1 Subscriptions and Subscription Terms. Client and its affiliates may subscribe to Services by executing an Order Form. Unless otherwise specified, all Order Forms shall be governed by this Agreement. In the event of a conflict between this Agreement and an Order Form, the Order Form shall control. The Services are licensed pursuant to Subscriptions. Subscriptions will be for the Subscription Term agreed to in the applicable Order Form. Unless otherwise provided for in an Order Form, each Order Form shall automatically renew for a period equal in duration to the then expiring Subscription Term unless either Party notifies the other in writing of its intent not to renew the applicable Order Form at least thirty (30) days prior to the end of the then-current Subscription Term.
1.2 Provision of the Services. The method and means of providing the Services shall be under the exclusive control, management, and supervision of Raizer. We will comply with all laws applicable to Raizer role as a software-as-a-service provider. We may modify or update the Services from time to time at its sole discretion.
1.3 Access to the Services. Subject to Client's payment of all Subscription Fees and compliance with this Agreement, Raizer grants to Client a worldwide, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to use the Raizer Services.
1.4 Account Information. We may collect account information about you. We will process account information in accordance with our Privacy Policy available at: https://raizer.app/privacy.
1.5 Compliance with Law. You will comply with applicable laws and regulations in connection with your use of the Services, including (as examples) those laws and regulations applicable to your business, your employment of individuals, and/or your transactions with service providers (e.g., applicable employment or tax-related laws). You also agree that your use of the Services is meant to assist you in fulfilling your compliance requirements and it does not, in any way, guarantee or meet your compliance requirements.
1.6 Support. Subject to payment of all Subscription Fees and compliance with this Agreement, we will provide customer support to you relating to usage Raizer Services via its support email ([email protected]), Monday – Friday from 9:00am – 6:00pm PT, with the exclusion of standard observed company holidays.
1.7 Additional Terms. This Agreement includes Exhibition A — Raizers Administration ASA (“ASA”) and you additional agree with attached ASA as part of the Agreement. If for any reason this Agreement has terms that are inconsistent with an ASA, the ASA will control with respect to the relevant Services.
2.1 Your Responsibilities. You are solely responsible for: (i) the selection of your Administrator(s); (ii) managing access to Administrator accounts; and (iii) ensuring that each Administrator’s access and use of the Services complies with this Agreement and applicable law. Further, you are responsible for all activities that occur under your account and you will ensure that all information provided through or in connection with the Services is complete, accurate, and up to date.
2.2 Your Restrictions. Except as expressly permitted in this Agreement, You will not, and will not permit or authorize third parties to: (1) license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Services; (2) use the Services to provide business process outsourcing services to third parties (e.g., as a service bureau); (3) use the Services in a way that would violate this Agreement or the applicable ASA; (4) circumvent or disable any security or other technological features of the Services; (5) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms related to the Services (except to the extent this restriction is prohibited by applicable law); (6) modify, translate, or create derivative works based on the Services; (7) remove any proprietary notices or labels from the Services; (8) use the Services in a manner that violates or attempts to circumvent applicable law; (9) use the Services to transmit any content that is offensive, harassing, libelous, abusive, threatening, harmful, or otherwise objectionable; (10) upload or introduce to, or use the Services to distribute, any viruses or other malicious code, or to transmit large amounts of data in a way that would be expected to have a detrimental effect on the Services; (11) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by Raizer other clients; (12) access or use the Services to develop or sell a competing product or service; (13) access or use the Services for purposes that are competitive with Raizer;
3.1 Subscription Fees. The applicable Subscription Fees to your Subscription shall be as specified in the Order Form. Subscription Fees are due and payable upon the commencement of the applicable Subscription Term. Except in the case of an uncured material breach of this Agreement by Raizer, all Subscriptions are non-cancelable and Subscription Fees are non-refundable.
3.2 Transactional Fees. We reserve the right to charge certain Transactional Fees based on specific transactions or requests made through the Services. Such Transactional Fees will be as set forth in the applicable Order Form or in the Services.
3.3 Special offers. We reserve the right to offer certain special offers from time to time, which may be offered solely on a one-time basis, and may apply solely to a specific Subscription Term or service. Any such promotional pricing is offered in our sole discretion, and we are under no obligation to offer any promotional pricing to you even if we have provided promotional pricing offers to any other client, or to continue to offer any promotional pricing previously offered.
3.4 Payment Terms. Unless specified otherwise in an Order Form, Subscription Fees are due in advance on each monthly renewal date or annual renewal date (as applicable in Order Form). Subscription Fees shall be due and payable in full at the time of purchase and Client authorize Raizer to automatically debit all next Subscription Fees via bank card charge transaction on the due date.
3.5 Automatic Renewal. Unless otherwise specified in an applicable Order Form, all Subscription Terms automatically renew as follows: a monthly Subscription Term will automatically renew for additional, successive 1-month increments on your monthly renewal date, unless you cancel your Subscription. Annual Subscription Term will automatically renew for additional, successive 12-month increments on your annual renewal date, unless you cancel your Subscription.