Master Subscription Agreement

2.1 License Grant

Subject to the terms of this Agreement and Customer's timely payment of fees, Rocketgraph grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's internal business purposes in accordance with the Documentation and the applicable Order Form.

2.2 Usage Restrictions

Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, or disassemble the Service; (b) copy, modify, or create derivative works; (c) resell, sublicense, or make the Service available to third parties; (d) use the Service to build a competing product; (e) remove proprietary notices; or (f) use the Service in violation of applicable law.

2.3 Authorized Users

Customer is responsible for ensuring all Users comply with this Agreement and shall promptly notify Rocketgraph of any unauthorized access.

3.1 Ownership

Customer retains all right, title, and interest in and to Customer Data. Rocketgraph claims no ownership over Customer Data.

3.2 License to Process

Customer grants Rocketgraph a limited license to process Customer Data solely to provide, maintain, and improve the Service as described in this Agreement and the Data Processing Addendum (“DPA”).

3.3 Data Processing

Where Customer Data includes personal data subject to applicable data protection laws, the DPA governs Rocketgraph's processing of such data. Rocketgraph will process Customer Data as a data processor acting on Customer's instructions.

3.4 Security

Rocketgraph will implement commercially reasonable technical and organizational measures to protect Customer Data, consistent with the Security Policy at rocketgraph.app/security.

4.1 Fees

Customer agrees to pay fees set forth in the applicable Order Form. All fees are non-cancellable and non-refundable except as expressly stated herein.

4.2 Invoicing and Payment

Unless otherwise specified in the Order Form, Rocketgraph will invoice Customer in advance. Invoices are due within thirty (30) days of the invoice date.

4.3 Taxes

Fees are exclusive of taxes. Customer is responsible for all applicable taxes excluding those based on Rocketgraph's net income.

5.1 Definition

“Confidential Information” means any non-public information designated as confidential or that reasonably should be understood to be confidential. Rocketgraph's Confidential Information includes the Service, ML models, algorithms, and pricing. Customer's Confidential Information includes Customer Data.

5.2 Obligations

Each party agrees to hold the other's Confidential Information in strict confidence, not disclose it to third parties without consent, and use it solely to fulfill obligations under this Agreement.

5.3 Exceptions

Obligations do not apply to information that is publicly known, was rightfully known before disclosure, is independently developed, or must be disclosed by law.

6.1 Rocketgraph IP

Rocketgraph retains all right, title, and interest in the Service, Documentation, and underlying technology. No rights are granted except as expressly stated herein.

6.2 Feedback

Rocketgraph may use any feedback Customer provides without restriction or obligation.

6.3 Aggregated Data

Rocketgraph may use aggregated, anonymized data derived from Customer's use for product improvement and benchmarking, provided it does not identify Customer or any individual.

7.1 Rocketgraph Warranties

Rocketgraph warrants it has authority to enter this Agreement, the Service will perform materially in accordance with the Documentation, and reasonable security measures will be maintained.

7.2 Customer Warranties

Customer warrants it has authority to enter this Agreement, has obtained all rights necessary to submit Customer Data, and its use will comply with applicable laws.

7.3 Disclaimer

EXCEPT AS PROVIDED IN SECTION 7.1, THE SERVICE IS PROVIDED “AS IS.” ROCKETGRAPH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.1 By Rocketgraph

Rocketgraph will defend Customer against third-party claims alleging the Service infringes a valid U.S. patent, copyright, or trade secret when used as authorized, and will pay resulting damages or settlements.

8.2 By Customer

Customer will defend Rocketgraph against third-party claims arising from Customer Data, Customer's breach of this Agreement, or use in violation of applicable law.

8.3 Procedure

Indemnification is conditioned on prompt written notice, sole control of defense, and reasonable cooperation at the indemnifying party's expense.

9.1 Exclusion of Consequential Damages

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability

EACH PARTY'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.3 Exceptions

The above limitations do not apply to indemnification obligations, Customer's obligation to pay fees, or a party's gross negligence, willful misconduct, or fraud.

10.1 Term

This Agreement continues until all Order Forms have expired or been terminated.

10.2 Termination for Cause

Either party may terminate upon thirty (30) days' written notice of a material breach that remains uncured. Rocketgraph may immediately suspend access for non-payment.

10.3 Effect of Termination

Upon termination, all licenses terminate, each party returns or destroys the other's Confidential Information, and Customer Data is available for export for thirty (30) days.

10.4 Survival

Sections 1, 3.1, 5, 6, 7.3, 9, 10.3, and 11 survive termination.

11.1 Governing Law

This Agreement is governed by the laws of the State of Delaware. The parties consent to exclusive jurisdiction in the state and federal courts of San Francisco, California.

11.2 Entire Agreement

This Agreement and all Order Forms constitute the entire agreement between the parties and supersede all prior agreements and representations.

11.3 Amendments

Rocketgraph may update this Agreement with thirty (30) days' prior notice. Continued use after the effective date constitutes acceptance.

11.4 Assignment

Neither party may assign this Agreement without consent, except in connection with a merger, acquisition, or sale of substantially all assets.

11.5 Force Majeure

Neither party is liable for delays or failures resulting from circumstances beyond reasonable control, including acts of God, government actions, or Internet failures.

11.6 Notices

Notices must be in writing and delivered to addresses in the applicable Order Form, or to legal@rocketgraph.app for Rocketgraph.

11.7 Publicity

Rocketgraph may reference Customer's name and logo as a customer in its marketing materials. Customer may opt out by written notice.