Rops LLC Subscription Agreement
This Subscription Agreement ("Agreement") is entered into by and between Rops LLC ("Rops") and the customer who purchases Rops Services ("Subscriber"), and governs the use of the Rops Services by the Subscriber and its Authorized Users. Rops and Subscriber may collectively be referred to as the "Parties."
1. Agreement to Terms
By subscribing to Rops Services, Subscriber agrees to these terms and conditions. If Subscriber is a legal entity, the person signing this Agreement represents that they have the authority to do so.
2. Definitions
“Rops Services” refers to the software and related services provided by Rops, as specified in the Sales Order.
“Authorized Users” means individuals authorized by Subscriber to access and use the Rops Services, such as employees, agents, or contractors.
“Confidential Information” means any proprietary information disclosed by either Party to the other, including software, data, and business plans.
3. Subscription and Use
Rops grants Subscriber a non-exclusive, non-transferable right to access and use the Rops Services during the Term specified in the Sales Order. The number of Authorized Users is limited to what is specified in the Sales Order.
4. Restrictions
Subscriber may not:
Share access to the Rops Services with unauthorized users.
Reverse engineer or decompile any portion of the Rops Services.
Use the Rops Services to create a competing product or service.
5. Subscriber’s Obligations
Subscriber must ensure that Authorized Users comply with the terms of this Agreement. Subscriber is responsible for maintaining the confidentiality of their account credentials.
6. Data Protection
Rops will take commercially reasonable measures to protect Subscriber’s data. However, Subscriber acknowledges that internet transmissions are never completely secure. Rops is not responsible for the data or any third-party services used in conjunction with the Rops Services.
7. Term and Termination
This Agreement will remain in effect for the Term specified in the Sales Order. Either Party may terminate the Agreement upon a material breach by the other Party, with 30 days' written notice, unless the breach is cured. Upon termination, Subscriber must cease using the Rops Services and delete all related data.
8. Payment and Fees
Subscriber agrees to pay the fees specified in the Sales Order. Payments are due as specified, and late payments may incur interest and collection fees.
9. Limitation of Liability
Rops’ liability for any claim under this Agreement is limited to the amount paid by Subscriber for the Rops Services in the 6 months prior to the claim. Rops is not liable for any indirect, incidental, or consequential damages.
10. Confidentiality
Both Parties agree to keep Confidential Information secret and not use it for any purpose other than fulfilling their obligations under this Agreement.
11. Indemnity
Subscriber agrees to indemnify and hold harmless Rops from any claims arising from Subscriber’s use of the Rops Services, including any violations of intellectual property rights or other third-party claims.
12. Governing Law
This Agreement will be governed by the laws of the state of [State] and any disputes will be resolved through binding arbitration in [Location].
13. Miscellaneous
Force Majeure: Neither Party is liable for failure to perform due to circumstances beyond their control.
Modifications: Rops may modify this Agreement from time to time.
Entire Agreement: This Agreement constitutes the entire understanding between the Parties.