MASTER SUBSCRIPTION AGREEMENT
This Master Subscription Agreement (“Agreement”) is made by and between Rapidfacto (hereinafter “Rapidfacto,” “we,” “us,” or “our”) and the undersigned customer (hereinafter “Customer” or “you”). This Agreement governs your subscription to and use of Rapidfacto’s software and related services.
1. DEFINITIONS
1.1 “Effective Date” means the date on which Customer subscribes to the Services.
1.2 “Services” means the MES (Manufacturing Execution System), QMS (Quality Management System), and any other modules or functionalities provided by Rapidfacto, including updates, enhancements, and related documentation.
1.3 “Subscription Term” means the initial subscription period (monthly or yearly, based on the plan chosen by the Customer) and any subsequent renewal periods, as agreed by the parties.
1.4 “Customer Data” means any data, information, or material uploaded, transmitted, or otherwise made available by Customer to the Services.
2. SUBSCRIPTION & TERM
2.1 Subscription Grant. Subject to the terms and conditions of this Agreement and Customer’s payment of applicable fees, Rapidfacto grants Customer a non-exclusive, non-transferable right to access and use the Services for the duration of the Subscription Term.
2.2 Initial Term. The Subscription Term commences on the Effective Date and continues for the period selected by the Customer (monthly or annually).
2.3 Renewal. If Customer consents, the subscription will automatically renew for successive periods of the same length unless either party provides written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current term.
2.4 User Seats. All service features are provided under each subscription plan, but the number of authorized users (“user seats”) is limited according to the plan selected by the Customer.
3. FEES & PAYMENT
3.1 Subscription Fees. Customer agrees to pay the subscription fees in accordance with the pricing plan chosen (monthly or annually).
3.2 Invoicing & Payment. All fees are due in full upon receipt of invoice unless otherwise agreed in writing.
3.3 Late Payments. Rapidfacto reserves the right to charge interest on any overdue amounts at the maximum rate permitted by law.
3.4 Refunds. If the subscription is terminated with time remaining in the Subscription Term (pursuant to Section 10), Customer shall be entitled to a pro rata refund for the unused portion of the Subscription Term.
4. CONFIDENTIALITY
4.1 Definition. “Confidential Information” means any non-public information, in any form, that is disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) and that is identified or should be reasonably understood to be confidential.
4.2 Obligations. The Receiving Party shall use the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, to:
- Not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent.
- Use the Confidential Information solely for purposes of performing under this Agreement or as otherwise authorized in writing.
4.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known by the Receiving Party prior to disclosure; (c) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is obtained rightfully from a third party not obligated to keep such information confidential.
4.4 NDA. The parties acknowledge that they may execute a separate Non-Disclosure Agreement (NDA) prior to or during the subscription. In the event of a conflict between the NDA and this Agreement, the terms of the NDA shall govern with respect to confidentiality.
5. DATA PROTECTION & PRIVACY
5.1 Privacy Policy. The parties agree to abide by the terms of Rapidfacto’s Privacy Policy, available at https://www.rapidfacto.com/privacy-policy/, which is incorporated herein by reference.
5.2 Customer Data. Customer retains all rights, title, and interest in and to Customer Data. Rapidfacto shall not access or use Customer Data for any purpose other than providing the Services, except as otherwise required by law.
5.3 Data Deletion. Upon Customer’s written request, Rapidfacto shall delete Customer Data in accordance with its standard procedures, unless prohibited by law or required to maintain such data for legal or compliance obligations.
6. INTELLECTUAL PROPERTY
6.1 Ownership of the Services. Rapidfacto (and its licensors, if any) owns all rights, title, and interest in and to the Services, including all intellectual property rights. No rights are granted to Customer other than as expressly set forth in this Agreement.
6.2 Restrictions. Customer shall not (a) copy, modify, or create derivative works of the Services; (b) reverse engineer, decompile, or otherwise attempt to discover the source code of the Services; or (c) resell, sublicense, lease, or transfer the Services without Rapidfacto’s prior written consent.
7. ACCEPTABLE USE
7.1 Compliance. Customer shall use the Services only in compliance with applicable laws, regulations, and this Agreement.
7.2 Prohibited Uses. Customer shall not use the Services for any illegal activities, unauthorized data collection, or in any manner that could damage, disable, overburden, or impair the Services.
8. WARRANTIES; SERVICE LEVELS
8.1 Limited Warranty. Rapidfacto represents and warrants that during the Subscription Term the Services will perform in all material respects in accordance with the documentation and service descriptions provided to Customer.
8.2 Service Availability. Rapidfacto shall use commercially reasonable efforts to maintain a minimum of 99.9% availability (“3 9s”) for the Services.
8.3 Data Backups & Security. Rapidfacto maintains multiple data backups and standard security features to protect Customer Data. However, Rapidfacto does not warrant that all data loss or unauthorized access can be prevented.
8.4 Disclaimer. Except as expressly stated herein, Rapidfacto disclaims all other warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
9. INDUSTRY STANDARDS & COMPLIANCE
Rapidfacto’s Services are designed with consideration for and reference to key medical device industry standards, including:
- ISO 13485 – Quality management systems for Medical Devices
- ISO 14971 – Application of risk management to medical devices
- IEC 62304 – Medical device software – Software life cycle processes
- IEC 62366 – Application of usability engineering to medical devices
However, Customer remains responsible for its own compliance with applicable laws, regulations, and standards in connection with its use of the Services.
10. TERMINATION
10.1 Termination for Breach. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.
10.2 Termination for Non-Payment or Insolvency. Rapidfacto may suspend or terminate the Services if Customer fails to make timely payment or becomes insolvent.
10.3 Effect of Termination. Upon termination, Customer’s right to access and use the Services immediately ceases. Rapidfacto shall promptly refund any prepaid fees for the remaining unused portion of the Subscription Term, unless termination is due to Customer’s breach.
10.4 Survival. Any provision that by its nature should survive termination shall survive, including confidentiality obligations, limitations of liability, and disclaimers.
11. LIMITATION OF LIABILITY
11.1 Cap on Liability. Except for liability arising from breach of confidentiality or intellectual property infringement, Rapidfacto’s total liability under this Agreement shall be limited to the total fees paid by Customer under the applicable subscription plan in the twelve (12) months preceding the event giving rise to the claim.
11.2 Exclusion of Damages. In no event shall either party be liable for indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, even if advised of the possibility of such damages.
12. INDEMNIFICATION
12.1 Customer Indemnification. Customer shall defend, indemnify, and hold Rapidfacto harmless against any claims, damages, or liabilities arising from Customer’s misuse of the Services.
12.2 Rapidfacto Indemnification. Rapidfacto does not provide indemnification for any third-party intellectual property infringement claims under this Agreement. (If desired, a separate indemnification agreement may be negotiated.)
13. DISPUTE RESOLUTION
13.1 Mediation. In the event of any dispute arising out of or in relation to this Agreement, the parties agree first to attempt resolution through good-faith mediation under a mutually agreed mediator in Haryana, India.
13.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India.
13.3 Venue. The parties irrevocably consent to the exclusive jurisdiction of the courts located in Sonipat, Haryana for any legal action arising out of this Agreement.
14. ENTIRE AGREEMENT
This Agreement, together with any order forms, exhibits, and schedules (including the Privacy Policy and any separately executed NDAs), constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, and communications.
15. CONTACT INFORMATION
If you have any questions regarding this Agreement, please contact:
Rapidfacto
Opp. Dewan Mill, Old DC Road,
Sonipat, Haryana – 131001, India
IN WITNESS WHEREOF, the parties have executed this Master Subscription Agreement as of the Effective Date.
Rapidfacto
[Authorized Signatory Name & Title]
[Signature & Date]
Customer
[Authorized Signatory Name & Title]
[Signature & Date]