Master Subscription Agreement

1. Parties and order of precedence

Reachmerce is a product operated by Kodensoft (kodensoft.com). In these documents, “Reachmerce,” “we,” “us,” and “our” refer to Kodensoft operating the Reachmerce services.

This Master Subscription Agreement (“MSA”) applies when you purchase a paid Reachmerce subscription, start a paid trial that converts to a subscription, or execute an order form referencing this MSA. Together with any Order Form, the Data Processing Addendum (where applicable), the Acceptable Use Policy, and the Privacy Policy, it forms the Agreement between you (“Customer”) and us.

Order of precedence: Order Form (commercial terms), then this MSA, then Acceptable Use, then Privacy Policy; the DPA governs processing of Customer Personal Data where it applies.

2. Subscription and access

Subject to payment and this Agreement, we grant Customer a non-exclusive, non-transferable right to access the Reachmerce Services during the subscription term for Customer’s internal business use. Usage limits (minutes, SMS, email, seats, campaigns, stores) are as stated on the Order Form or pricing page.

3. Customer data

Customer retains all rights to Customer Data. Customer grants us rights needed to host, process, transmit, and display Customer Data to provide the Services. Customer represents it has all rights and consents required for Shopify sync and outbound communications.

4. Fees, taxes, and renewals

Fees are due as stated on the Order Form or Stripe Checkout. Subscriptions renew automatically for successive terms unless cancelled as described at checkout or in product settings. Taxes are Customer’s responsibility except taxes on our income. Late amounts may result in suspension.

5. Service levels and support

We will use commercially reasonable efforts to make the Services available. Support is provided via the contact channels we publish. No specific uptime SLA applies unless separately agreed in writing.

6. Confidentiality

Each party may receive Confidential Information of the other. The receiving party will protect it with reasonable care and use it only to perform under this Agreement, except for information that is public, independently developed, or required to be disclosed by law.

7. Warranties

Each party warrants it has authority to enter this Agreement. Customer warrants its use will comply with law and the Acceptable Use Policy. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED AS IS, WITH THE DISCLAIMERS IN THE TERMS OF SERVICE INCORPORATED BY REFERENCE.

8. Liability and indemnity

Liability caps and exclusions in the Terms of Service apply to this MSA unless an Order Form states otherwise. Customer’s indemnification obligations in the Terms apply to Customer’s use of the Services and Customer Data.

9. Term and termination

This MSA continues for the subscription term and renewals. Either party may terminate for material breach not cured within thirty (30) days after notice. Upon termination, Customer access ends and we will make Customer Data available for export for a commercially reasonable period, then delete or anonymize it per our retention practices and the DPA.

10. Governing law

This MSA is governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules.

11. Contact

Commercial and legal notices: info@kodensoft.com