This Master Subscription Agreement is entered into by and between the contracting entity designated as the service provider on the applicable Order Form or account registration page (the 'Provider'), and the entity agreeing to these terms (the 'Customer').
1. Term & Automatic Renewal
1.1 Initial Term: The duration of the subscription (“Term”) shall be explicitly defined within the relevant written Order Form or digital checkout confirmation, commencing immediately upon the date of conclusion.
1.2 Automatic Renewal: Upon the expiry of the Initial Term, this Agreement shall automatically and systematically renew for consecutive periods of equal duration, unless either party delivers an explicit written notice of non-renewal to the other party at least thirty (30) calendar days prior to the expiration of the then-current Term.
2. Rigorous User and Subscription Definitions
2.1 Definition of an Active User: A "User" is defined as any distinct human user account designated as active within the Software database with administrative, creation, or modification privileges.
2.2 Excluded Portal Accounts: Deactivated user accounts and external third-party stakeholders who possess strictly restricted, read-only operational interaction via localized customer portals (“Portal Users”) are excluded from the billable User metric.
2.3 Functional Extensions (Apps & Modules): An "App" or "Extra Module" denotes any specialized functional architecture, Python-based customization, or interface enhancement integrated into the database to alter or expand the standard capabilities of relyd.
3. Software License, Verification Audits, and Infringement Penalties
3.1 Grant of License: For the precise duration of the active Term, the Provider grants the Customer a non-exclusive, non-transferable, revocable license to execute and utilize relyd solely for internal business operations.
3.2 Integrity of Verification Telemetry: The Customer is strictly prohibited from altering, disabling, or interfering with the native validation scripts embedded within the Software. These background telemetry structures monitor compliance, executing automated metrics regarding the exact instance count, active billable Users, and installed database configurations.
3.3 Anti-Fraud & Compliance Penalties: Should the Customer systematically breach these licensing boundaries - including but not limited to masking user counts or circumventing validation scripts - the Customer agrees to pay the Provider an immediate liquidated damages fee equal to three hundred percent (300%) of the standard list price for the total unrecorded utilization discovered.
3.4 Post-Termination Revocation: Upon the expiration or formal dissolution of this Agreement, the license granted herein is instantly revoked. The Customer shall immediately cease all utilization of relyd and forfeit access to the Cloud Platform.
4. Upgrade Lifecycles & Legacy Version Surcharges
4.1 Covered Versions: The Provider actively supports and provides security patching for the three (3) most recently released major versions of the Software architecture.
4.2 Legacy Maintenance Surcharge: To mitigate the extreme engineering overhead of maintaining obsolete systems, should a Customer explicitly request to remain on a legacy database version older than the designated Covered Versions, the Provider reserves the right to invoice a mandatory Legacy Maintenance Surcharge equal to twenty-five percent (25%) of the annualized subscription value, executed annually until an upgrade is completed.
5. Mutual Non-Solicitation & Recruitment Restrictions (Poaching Protection)
5.1 Operational Integrity Covenant: For the active duration of this contractual relationship and for a strict period of twelve (12) months following its expiration or termination, neither party shall directly or indirectly solicit, entice away, or offer employment to any technical specialist, engineer, or representative of the other party who was actively engaged in the execution or utilization of the services.
5.2 Liquidated Damages for Breach: In the event of a breach of Section 5.1 that results in the termination or reassignment of said employee, the breaching party shall pay to the aggrieved party an immediate liquidated penalty of thirty thousand USD (45,000.00) per occurrence as a genuine pre-estimate of structural recruitment and operational friction damages.
6. Corporate Publicity and Reference Rights
6.1 Mutual Logo Licensing: Unless explicitly rescinded by the Customer in writing prior to order confirmation, each party grants the other a worldwide, non-exclusive, royalty-free, revocable license to reproduce and display the corresponding corporate name, logo, and trademark assets.
6.2 Permitted Marketing Use: This visual representation is strictly restricted to professional reference purposes, allowing relyd to state factually that the Customer is a client on public-facing websites, within technical press releases, and across enterprise-grade marketing materials.
7. Contractual Precedence and Interplay
7.1 Hierarchical Governance: This Subscription Agreement governs the digital property and software rights of the platform. In the event of an explicit structural contradiction between the provisions contained within this document and the General Terms of Sale, the clauses within this Master Subscription Agreement shall take absolute contractual precedence.