Subscription Agreement (SaaS)

This Subscription Agreement (“Agreement”) is between Neo14 Technologies, Inc., 244 Fifth Avenue, Suite 2112, New York, NY 10001, USA ("Neo14") and the individual or entity signing or electronically accepting this Agreement or any Order Form that references it (“Customer”). Contact: info@neo14.com

Effective Date. This Agreement is effective on the earliest of: (a) Customer clicking “Agree”/“Yes” to accept; (b) execution of an Order Form referencing this Agreement; or (c) when Customer is first provided access to the Software.

Authority. If the individual accepting acts on behalf of a company or other legal entity, they represent they have authority to bind that entity and its Affiliates; in that case “Customer” means that entity and its Affiliates. If the individual lacks authority or does not agree, they must not accept or use the Software.

Enterprise Email Notice. If an individual signs up using a company email domain, they acknowledge the account is associated with that enterprise and, upon the enterprise’s request, control over the account and its data may be transferred to the enterprise. For personal use, Neo14 recommends using a personal email.

1) Definitions

Acceptance (of an Order Form) – occurs when: (a) it’s signed; (b) a Quote No. is referenced in a PO or similar document; or (c) the Software is used.
Add-On Users – authorized Users in excess of the quantity purchased.
Affiliate – an entity controlling, controlled by, or under common control with a party (control = >50% voting interests).
Appendix – any appendix attached to this Agreement; each is incorporated herein.
Authorized Partner – a Neo14-authorized reseller/distributor.
Community Edition Software – publicly available/open-source components that may be included; provided as Free Software.
Contractors – third parties engaged by Customer to use the Software solely for Customer’s benefit.
Controlled Subject Matter – the Software and any direct products/derivatives thereof.
Customer Content – all information, software, files, data, and content provided by or on behalf of Customer, or made available via use of the Software.
Customer Records – books/records/contracts/accounts related to payments owed to Neo14.
Customer Support – technical support services provided by Neo14.
Effective Price – net price actually paid by Customer as shown on an Order Form or web purchase.
Enterprise – the organization procuring the Software for use under this Agreement.
Fees – amounts due as set forth in the Order Form or web purchase.
Free Software – limited-feature version provided free or at a substantially reduced price.
Individual – a natural person using the Software for personal purposes (must be at least 13 years old).
List Price – Neo14’s list price for the Software, excluding any discounts.
Order Form – a mutually agreed document listing subscriptions, term, pricing, and other commercial details (incorporated herein).
Purchase Order (PO) – Customer’s internal purchasing document; any conflicting terms are void.
Software – Neo14’s software and branded offerings, including hosted/SaaS components.
Subscription – access to the Software (and included support/features) for a term and User count as described in Appendix 1 and the Order Form.
Subscription Start Date – unless otherwise agreed: (i) the later of the date stated on the Order Form or the date access is granted; or (ii) the web-purchase date.
Subscription Term – starts on the Subscription Start Date and continues for twelve (12) months unless otherwise stated in the Order Form or web purchase.
Supplemental Services – additional capacity/functionality/storage purchased separately; co-termed with the Subscription.
User – a unique named individual (employee/contractor/third-party individual or a machine user) authorized by Customer to access the Software.
Website – Neo14’s websites (including neo14.com) and related subdomains/documentation.

2) Scope

Neo14 provides access to the Software via Subscription tiers (Appendix 1). SaaS terms are in Appendix 2: Software as a Service (SaaS) Offering.

3) Ordering

3.1 This Agreement applies to Software purchased directly from Neo14 (or a Neo14 Affiliate) or through an Authorized Partner. If purchased through an Authorized Partner, Neo14’s obligations are limited to this Agreement unless otherwise agreed in writing.

3.2 All Software use is governed by this Agreement. Purchases may occur via: (a) the Website; (b) an Order Form with Neo14 or a Neo14 Affiliate; or (c) an Authorized Partner.

3.3 Free / Trial Software. Free or trial Software may be modified or discontinued without notice, may have limited features/support, and is provided “AS IS” with no warranties or indemnities.

4) Term; Termination; Suspension

4.1 This Agreement begins on the Effective Date and remains in effect until terminated as provided herein.

4.2 Auto-Renewal. Subscriptions run for the Initial Term shown on the Order Form and automatically renew for successive twelve (12) month Renewal Terms unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term. Unused Subscriptions expire at term end.

4.3 Termination for Cause. Either party may terminate this Agreement and any Order Form upon written notice if the other party: (a) materially breaches and fails to cure within thirty (30) days of notice; or (b) becomes insolvent/bankrupt/subject to receivership or similar proceedings.

4.4 Suspension. Neo14 may suspend the Subscription for non-payment under Section 6 until cured.

4.5 Termination does not affect accrued rights. Customer must pay Fees due through the effective termination date. Unless otherwise stated in an Order Form, Neo14’s then-current List Price applies at renewal, and Neo14 may adjust renewal pricing.

5) Restrictions; Responsibilities; Audit

5.1 Customer shall not (and shall not permit any third party to):
(i) use the Software beyond rights granted here; (ii) permit third-party access (except Affiliates/Contractors per this Agreement); (iii) resell/time-share/service-bureau the Software; (iv) use the Software other than for Customer’s and its Affiliates’ internal business; (v) violate applicable laws; (vi) upload malicious/illegal content or engage in abusive, fraudulent, or security-breaching activities; or (vii) reverse-engineer/decompile or access the Software to build a competing product (to the extent not prohibited by applicable law).

5.2 Benchmarking and comparative analysis are permitted, provided no Neo14 confidential information is disclosed, and applicable laws are observed.

5.3 Customer is responsible for data integrity, accuracy, and lawful collection/use.

5.4 Audit. Neo14 may electronically verify usage. Customer shall maintain Customer Records during the Subscription Term and for two (2) years after. With thirty (30) days’ notice, Neo14 may engage an independent auditor to audit Customer Records to verify Fees. If underpayment exceeds 5%, Customer pays the deficiency, late fees (per 6.8), and reasonable audit costs; otherwise Neo14 bears audit costs.

5.5 Security & Contractors. Customer is responsible for account security and any acts/omissions of Contractors, who must be bound by obligations no less protective than this Agreement.

5.6 Support. Neo14 provides support in accordance with Appendix 1 (as updated from time to time).

5.7 Open Source. Open-source components are subject to their licenses; this Agreement governs the Subscription but does not limit Customer’s open-source rights in those components.

5.8 Account Names. Administered on a first-come basis; squatting/transfer for value is prohibited. Neo14 may reassign/remove inactive names at its discretion.

6) Fees; Invoicing; Add-Ons

6.1 Web-portal purchases are due immediately.

6.2 Order Forms must reference this Agreement, specify the Subscription Term(s), Subscription(s), and Fees.

6.3 Order Forms are incorporated by reference. Conflicting PO terms are rejected.

6.4 Customer will pay all Fees (including Supplemental Services) without set-off/deduction within thirty (30) days of invoice unless otherwise stated. Except as expressly set out herein, all Fees are non-refundable.

6.5 Customer may activate Add-On Users during the Term; Add-Ons are co-termed to the Subscription.

6.6 Quarterly True-Up (Direct Purchases). At the end of each calendar quarter starting on the Subscription Start Date, Neo14 will generate a Quarterly Usage Report for Add-On Users and invoice on a prorated basis for the remaining Term at the Effective Price (or, if none, the then-current List Price).

6.7 Partner Purchases / Reporting. If purchased via an Authorized Partner or if a Quarterly Usage Report cannot be generated/collected, Customer must provide an Annual Report within twelve (12) months from the Subscription Start Date listing all incremental Users (“Overage Users”) and pay for such Overage Users for the prior twelve (12) months at the then-current List Price.

6.8 Late Charges; Taxes; Withholding. Past-due amounts accrue 1.0% per month (or the maximum allowed by law), plus reasonable collection costs. Fees exclude taxes/duties; Customer is responsible for all applicable taxes (excluding taxes on Neo14’s income). Fees are payable free of withholding; if required by law, Customer will gross-up so Neo14 receives the full amount.

7) Confidentiality

7.1 “Confidential Information” means non-public information marked or reasonably understood as confidential, including the Software (subject to open-source license terms).

7.2 Each party (Receiving Party) will: (i) not disclose the Disclosing Party’s Confidential Information to third parties except as permitted; (ii) limit access to personnel with a need to know; and (iii) protect it using at least the same degree of care as it uses for its own confidential information (not less than reasonable care).

7.3 Exclusions: information that is (i) publicly available without breach; (ii) received from a third party without restriction; or (iii) independently developed without use of Confidential Information.

7.4 Obligations survive three (3) years post-termination (trade secrets—so long as they remain trade secrets).

7.5/7.6 Equitable relief: actual/threatened breaches may cause irreparable harm; injunctive relief is available.

7.7 Permitted Disclosures: required legal/regulatory filings (with efforts to secure confidential treatment) or limited disclosures to potential investors/acquirers under confidentiality.

7.8 Telemetry. Neo14 may collect and report aggregated, de-identified usage/performance metrics. Neo14 will not identify Customer without prior written consent.

8) Intellectual Property; Feedback; Branding

8.1 License Grant. Subject to payment and this Agreement, Neo14 grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for the number of Users purchased to access and use the Software during the Subscription Term for internal business purposes.

8.2 Ownership & Feedback. Neo14 and its licensors retain all rights in the Software. Customer owns Customer Content. Suggestions/feedback are assigned to Neo14 (excluding Customer Confidential Information and Customer IP).

8.3 Customer shall not remove or obscure proprietary notices in the Software.

8.4 Customer Content License. Customer grants Neo14 a limited license to host, process, transmit, and display Customer Content solely to provide the Services.

8.5 Publicity. Customer permits Neo14 to use Customer’s name and logo in client lists and marketing materials, subject to Customer’s brand guidelines (if provided).

9) Warranties; Disclaimer

9.1 Neo14 Warranties. During the Subscription Term, Neo14 warrants that: (i) it has authority to enter this Agreement; (ii) it will provide the Services in a professional and workmanlike manner; and (iii) to its knowledge, the Software will be provided free from intentionally harmful code (e.g., time bombs, trojans) designed to materially disrupt normal operations.

9.2 Remedy. If Neo14 breaches the above, Customer must notify Neo14 in writing; Neo14 will cure within thirty (30) days or provide a plan to cure. If not cured within a reasonable time, Customer may terminate and receive a prorated refund of prepaid, unused Fees—Customer’s sole and exclusive remedy.

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE, SERVICES, SUPPLEMENTAL SERVICES, AND CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEO14 DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10) Indemnification

10.1 By Neo14 (IP Infringement). Neo14 will defend Customer against third-party claims alleging the Software (excluding Free/Trial versions and open-source components per their licenses) infringes a U.S. patent, copyright, or trade secret, and will pay damages and reasonable attorneys’ fees finally awarded or agreed in settlement, provided Customer: (i) promptly notifies Neo14; (ii) provides reasonable assistance; and (iii) grants Neo14 sole control of defense/settlement (Neo14 will not settle without a full release of Customer). Neo14’s obligations do not apply to claims arising from: modifications not made by Neo14; combinations with items not provided by Neo14; use after notice of alleged infringement where a non-infringing alternative was offered; Customer’s non-Neo14 code; or Customer’s breach.

Mitigation. Neo14 may (a) modify the Software to be non-infringing without material loss of functionality; (b) obtain a license; or (c) terminate the affected Subscription and refund a prorated portion of prepaid, unused Fees.

10.2 By Customer. Customer will defend/indemnify Neo14 from third-party claims arising from: (i) Customer Content (including IP claims); or (ii) Customer’s unlawful use or breach of this Agreement.

10.3 This Section 10 states each party’s exclusive obligations and remedies regarding third-party IP and related claims.

11) Limitation of Liability

11.1 No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS LICENSORS ARE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; OR LOST PROFITS/REVENUE, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

11.2 Cap. EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS; (B) A PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY); OR (C) A PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO NEO14 UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING APPLIES NOTWITHSTANDING FAILURE OF ESSENTIAL PURPOSE.

12) U.S. Government; Export Compliance

12.1 Commercial Items. The Software and documentation are “commercial computer software” and “commercial computer software documentation.”

12.2 Export Controls/Sanctions. Customer will not export, re-export, or transfer Controlled Subject Matter in violation of U.S. export control and sanctions laws, including the Export Administration Regulations (EAR) and OFAC sanctions programs. Customer represents it is not located in, organized in, or ordinarily resident in a sanctioned country/region or on a restricted party list, and will not permit access or use from such jurisdictions or by such parties.

12.3 The Software may include encryption.

13) Force Majeure

Neither party is liable for delays or failures (other than payment obligations) due to events beyond reasonable control (e.g., acts of God, war, terrorism, labor actions, pandemics, government actions, internet/utility failures). Performance is excused while the event persists and commercially reasonable efforts are used to resume performance.

14) Security; Data Protection

14.1 Neo14 Security. Neo14 will maintain a commercially reasonable information security program designed to protect Customer Content (confidentiality, integrity, availability) and require its subprocessors to do likewise.

14.2 Privacy. Neo14’s Privacy Policy (posted at neo14.com/privacy) applies to personal data processing.

14.3 Sensitive Data. The Software is not designed to process “Sensitive Data” (e.g., PHI under HIPAA; PCI data; special categories under GDPR; SSNs; data subject to COPPA/GLBA, etc.). Customer shall not provide Sensitive Data without Neo14’s prior written consent. Neo14 disclaims liability arising from Customer’s introduction of Sensitive Data contrary to this section.

14.4 Local Laws. If Customer has Users subject to specific regimes (e.g., GDPR, UK GDPR, PIPL), Customer represents it has obtained all necessary notices/consents and will execute any required data processing addendum (DPA) with Neo14 upon request.

15) Miscellaneous

15.1 Severability. If any provision is unenforceable, it will be modified to the minimum extent to be enforceable; the remainder remains in effect.

15.2 Assignment. Neither party may assign without the other’s written consent, except to a successor in interest by merger, reorganization, or sale of substantially all assets/business (not involving a competitor of the non-assigning party), provided the assignee assumes all obligations.

15.3 Entire Agreement; Order of Precedence. This Agreement (including Appendices and Order Forms) is the entire agreement and supersedes prior agreements on the subject. Conflicts are resolved in the following order: (1) Order Form; (2) this Agreement; (3) Appendices; (4) Documentation/Website.

15.4 Independent Contractors. The parties are independent contractors; no agency, partnership, or joint venture is created.

15.5 Fees/Costs. The prevailing party in an action to enforce this Agreement is entitled to reasonable attorneys’ fees and costs.

15.6 Notices. Notices must be in writing and are effective upon receipt. Email notices to Neo14: info@neo14.com(with “Legal Notice” in the subject). Physical addresses may be provided on the Order Form.

15.7 Survival. Sections 3.3, 5–15, and any provisions that by their nature should survive, do survive termination/expiration.

15.8 Governing Law; Venue. This Agreement is governed by the laws of the State of New York, without regard to conflicts rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York County, New York.

Appendix 1: Neo14 Subscriptions & Support

Subscription Basis. Fees are based on User count and selected tier/feature set as specified on the Order Form.

Support Service Levels (example; customize as needed):

• Community (Free) – community forum only.
• Starter – Standard Support (next business day).
• Business – Priority Support (response based on impact/severity).
• Ultimate – Priority Support with enhanced SLAs (response based on impact/severity).

Customer Cooperation. If Customer fails to follow reasonable support instructions (e.g., backups, steps to reproduce), Neo14 may suspend work on the specific issue after 15 days’ notice until the deficiency is cured.

Appendix 2: Software as a Service (SaaS) Offering

Availability. Neo14 will measure and report service availability using industry-standard monitoring. Historical status may be provided via the Website/status page.

Resiliency. Neo14 maintains commercially reasonable resiliency for data, compute, and network services.

Backups. Neo14 maintains commercially reasonable backup processes to support recoverability for service failures.

Monitoring & Incident Response. Neo14 uses monitoring/observability tools and industry-standard incident response practices.

Updates/Upgrades. Neo14 deploys updates on a rolling basis at its discretion to improve security, performance, and features.

Scheduled Maintenance. Neo14 may perform scheduled maintenance (target ≤4 hours/month) with 10 business days’ prior notice when feasible. Emergency maintenance may occur without prior notice to protect customers and the platform; Neo14 will minimize disruption.

Suspension. Neo14 may suspend service for: (i) Agreement breach; (ii) exceeding plan/application limits; or (iii) malicious traffic/activity traced to Customer accounts or systems.

(End of Agreement)