Master Subscription Agreement
THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACCESS AND USE OF OUR SERVICES. IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
YOU ACCEPT THIS AGREEMENT AND ITS TERMS BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement may be updated from time-to-time and your continued use of the Services confirms your acceptance of the modified Agreement.
1. Definitions
Key defined terms include Affiliate, Agreement, Beta Services, Content, Documentation, Malicious Code, Mentor (authorized named individual), Order Form, Purchased Services, Services / Mentor Service, User, We/Us/Our (Custom Solutions Group company), You/Your, and Your Data — as set forth in full on www.mentorhq.com/master-subscription-agreement.
2. Free Trial
If You are approved by Us for a free trial, We will make one or more Services available free of charge until the earlier of (a) the end of the free trial period, or (b) the start date of any Purchased Service subscriptions. ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE DURING YOUR FREE TRIAL, WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL. DURING THE FREE TRIAL ALL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
3. Our Responsibilities
We will (a) make the Services and Content available pursuant to this Agreement and applicable Order Forms, (b) provide standard support for Purchased Services at no additional charge (or upgraded support if purchased), and (c) use commercially reasonable efforts to make online Purchased Services available an average of 99% of the time, except for planned downtime/emergency maintenance and unavailability beyond Our reasonable control.
We will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We are responsible for the performance of Our personnel and their compliance with Our obligations, except as otherwise specified.
Beta Services may be offered at no charge for evaluation only, are not production Services, may be discontinued at any time, and carry no liability for harm arising from Beta use.
4. Use of Services and Content
Services and Content are purchased as subscriptions subject to usage limits in Order Forms. You are responsible for Users’ compliance; accuracy, quality and legality of Your Data; preventing unauthorized access; using Services only in accordance with Documentation and law; safeguarding credentials; and obtaining insurance related to Your business’s use of the Services as applicable.
Usage restrictions include (without limitation): making Services available for the benefit of third parties outside permitted Users; storing/transmitting unlawful or infringing material or Malicious Code; interfering with integrity or performance; unauthorized access; circumventing usage limits; copying Services or Content except as permitted; reverse engineering; or accessing Services to build a competitive product.
5. Non-Custom Solutions Group Providers
Acquisition of third-party products/services and exchange of data with those providers is solely between You and the provider. We do not warrant or support Non-Custom Solutions Group Applications except as specified in an Order Form. Enabling such applications grants permission for the provider to access Your Data as required for interoperation; We are not responsible for resulting disclosure, modification, or deletion.
6. Fees and Payment for Purchased Services
You shall pay all fees specified in Order Forms. Except as otherwise specified, fees are based on Services and Content purchased and not actual usage; payment obligations are non-cancelable and fees paid are non-refundable; quantities purchased cannot be decreased during the relevant subscription term.
You must provide valid payment method or purchase order. Credit cards may be charged in advance for initial and renewal terms. Invoiced charges are due net 30 days unless otherwise stated. Overdue amounts may accrue late interest up to 1.5% per month or the maximum permitted by law. Services may be suspended for amounts 30+ days overdue (10+ days for card-authorized amounts) after notice. Fees exclude Taxes; You are responsible for Taxes associated with purchases.
Your purchases are not contingent on delivery of any future functionality or features, or dependent on any public comments regarding future functionality.
7. Subscription, Proprietary Rights and Licenses
Subject to limited rights expressly granted, We and Our licensors reserve all right, title and interest in and to the Services and Content. We grant a worldwide, limited-term subscription to use Content pursuant to Order Forms, this Agreement and Documentation. You grant Us a worldwide, royalty-free limited-term license to host, copy, transmit and display Your Data as necessary to provide the Services. You grant a perpetual, irrevocable, royalty-free license to use feedback relating to operation of the Services.
8. Confidentiality
Each party will protect the other’s Confidential Information with at least reasonable care, use it only for purposes of this Agreement, and limit access to personnel who need it and are bound by confidentiality obligations. Compelled disclosure is permitted as required by law with prior notice where legally allowed.
9. Representations, Warranties, Exclusive Remedies and Disclaimers
Each party represents it has validly entered into this Agreement. We warrant (among other things) that Documentation accurately describes applicable safeguards; We will not intentionally and materially decrease overall security or functionality of Purchased Services during a subscription term; Purchased Services will reasonably perform in accordance with Documentation; Your Data remains Your property except as licensed herein; and Purchased Services do not contain Malicious Code created by Us. Exclusive remedies for warranty breach are those in the Termination and Refund sections.
EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10. Mutual Indemnification
We will defend You against third-party claims that use of a Purchased Service in accordance with this Agreement infringes or misappropriates IP rights, and indemnify for resulting damages/fees, subject to notice, control of defense, and assistance requirements. You will defend Us against claims arising from Your Data or Your use of Services/Content in breach of this Agreement or applicable law.
11. Limitation of Liability
OUR MAXIMUM TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST INCIDENT WHERE DAMAGES ARE CLAIMED. IN NO EVENT WILL WE HAVE LIABILITY FOR LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES. Claims related to excessive downtime are limited as specified in the Agreement (prorata calculation with thresholds).
12. Term and Termination
This Agreement continues until all subscriptions expire or terminate. Subscription terms are as specified in Order Forms and auto-renew unless notice of non-renewal is given at least 30 days before end of term (pricing increase cap as specified). Either party may terminate for cause for material breach uncured after 30 days’ notice (We may terminate immediately for material breach by You except as stated for payment suspension process). Refund/payment upon termination follows Section 12 of the full Agreement. Surviving provisions include fees, proprietary rights, confidentiality, disclaimers, indemnification, limitation of liability, and general provisions.
13. Contracting Entity, Notices, Governing Law
You are contracting with Custom Solutions Group, LLC, a Delaware limited liability company located at 400 S. Main St. Suite 300, Royal Oak, Michigan 48067. Notices must be in writing as specified in the Agreement. This Agreement is governed by the internal laws of the State of Michigan and controlling United States Federal law, with exclusive jurisdiction in state and federal courts with jurisdiction in Royal Oak, Michigan. Prior to lawsuit, You must offer and attend in-person professional mediation in that jurisdiction.
14. General Provisions
Export compliance, anti-corruption, entire agreement and order of precedence (Order Form → Agreement → Documentation), assignment restrictions, independent contractor relationship, third-party beneficiaries (limited), waiver, and severability apply as set forth in the full Agreement.
Full text: For the complete Master Subscription Agreement as published by Mentor, see www.mentorhq.com/master-subscription-agreement. Related: Terms of Service · Privacy Policy.