Master Subscription Agreement

/ 01

Definitions

Capitalized terms have the meanings given below or where first defined in this Agreement. Capitalized terms used in an Order Form but not defined there have the meanings given in this Agreement.

• “Agreement” means this Master Subscription Agreement together with all Order Forms, the Data Processing Addendum, any Business Associate Agreement, and any other documents expressly incorporated by reference.
• “Order Form” means an ordering document or online order that references or incorporates this Agreement and is signed by or otherwise accepted by Customer, describing the Service ordered, the number of Seats, fees, and the Subscription Term.
• “Effective Date” means the date Customer first accepts this Agreement, signs an Order Form, or begins using the Service, whichever occurs first.
• “Service” means the NorthernPlus platform, websites, admin console, intake forms, voice, email, and SMS messaging functionality, AI Features, integrations, APIs, applications, and related services made available by NorthernPlus, together with the Documentation.
• “Documentation” means the usage guides, policies, and technical documentation NorthernPlus makes generally available for the Service.
• “Subscription Term” means the period during which Customer is authorized to access the Service, as stated in the applicable Order Form.
• “Seat” means a single named user license to access the Service, as quantified and priced in an Order Form.
• “Authorized User” means an individual (such as an employee, contractor, or agent of Customer) whom Customer permits to access the Service under Customer’s account.
• “End User” means a prospective or existing customer, client, or contact of Customer who interacts with the Service, including through an intake form, magic-link portal, message, or AI voice call.
• “Customer Data” means all data, content, files, records, contact lists, scripts, and other information that Customer or its Authorized Users or End Users submit to or generate through the Service, excluding Feedback, Usage Data, and Aggregated Data.
• “Communications” means outbound and inbound voice calls, text or SMS/MMS messages, and emails initiated, sent, or received through the Service at Customer’s direction or on Customer’s behalf, together with their content, scripts, recordings, transcripts, and target or contact lists.
• “Applicable Communications Laws” means all laws, rules, and carrier or industry requirements applicable to the Communications, including the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule and the National and internal Do-Not-Call requirements, the CAN-SPAM Act, state telemarketing, calling-time, automated-call, artificial-voice, and call- and message-recording or consent laws (including two-party consent statutes), and messaging program requirements such as 10DLC brand and campaign registration and carrier content rules.
• “AI Features” means features of the Service that use artificial intelligence or machine learning, including the KATE lead scoring, routing, and decisioning agent and the JO voice agent.
• “AI Output” means scores, classifications, recommendations, routing decisions, transcripts, summaries, generated speech, and other output produced by AI Features.
• “Feedback” means suggestions, enhancement requests, recommendations, comments, or other feedback Customer or its Authorized Users provide about the Service.
• “Usage Data” means technical and operational data and metadata generated by the operation or use of the Service, such as logs, configuration, performance, and event data.
• “Aggregated Data” means data that has been de-identified and aggregated so that it does not identify Customer, any Authorized User, or any End User and cannot reasonably be used to do so.
• “DPA” means the NorthernPlus Data Processing Addendum, which governs the processing of personal data and is incorporated into this Agreement by reference.
• “Fees” means all amounts payable by Customer for the Service as set out in an Order Form.
• “Losses” means damages, liabilities, settlement amounts, and reasonable costs and attorneys’ fees that are finally awarded by a court or agreed in settlement.

/ 02

The Service; provision and support

2.1 Access. Subject to this Agreement and the applicable Order Form, NorthernPlus grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for Customer’s internal business purposes, up to the number of Seats purchased.

2.2 Accounts. To use the Service, Customer and its Authorized Users must register accounts and provide accurate, current, and complete information. Customer is responsible for the security of its account credentials and for all activity that occurs under its account. Customer must notify NorthernPlus promptly at hello@northernplus.com if it suspects unauthorized access. Each Authorized User must be at least 18 years old and authorized to act for Customer.

2.3 Support and availability. NorthernPlus will use commercially reasonable efforts to make the Service available and to provide support consistent with its then-current practices and any service levels stated in an Order Form. Except where an Order Form states a specific service level, the Service is provided without a committed uptime guarantee.

2.4 Changes to the Service. NorthernPlus may modify, enhance, or discontinue features of the Service from time to time. We will not materially decrease the core functionality of the Service for which Customer has paid during a paid Subscription Term without providing a comparable replacement or reasonable notice.

/ 03

Orders, fees, and payment

3.1 Order Forms. Customer orders the Service under one or more Order Forms. Each Order Form is governed by and incorporates this Agreement. The Service is generally licensed on a per-Seat basis at the rate stated in the Order Form, with additional Seats available at the same per-Seat rate unless otherwise agreed.

3.2 Fees and invoicing. Customer will pay all Fees stated in the applicable Order Form. Unless the Order Form states otherwise, Fees are billed in advance on the cadence stated in the Order Form (for example, monthly). By starting a subscription, Customer authorizes NorthernPlus or its payment processor to charge the payment method on file for all applicable Fees and Taxes.

3.3 Non-refundable. Except as expressly stated in this Agreement or required by applicable law, all Fees are non-refundable and payment obligations are non-cancelable, and Fees are not subject to set-off.

3.4 Taxes. Fees are exclusive of sales, use, value added, GST, withholding, and similar taxes. Customer is responsible for all such Taxes other than taxes based on NorthernPlus’s net income.

3.5 Late payment and suspension. If an invoice or charge is past due, NorthernPlus may, after providing reasonable notice, charge interest at the lower of 1.5% per month or the maximum rate permitted by law, recover reasonable costs of collection, and suspend the Service until amounts are paid. Suspension for non-payment does not relieve Customer of its payment obligations.

3.6 Price changes. NorthernPlus may change pricing for renewal terms or, for month-to-month subscriptions, on a prospective basis, in each case with at least thirty (30) days’ notice before the change takes effect.

/ 04

Subscription term, renewal, and termination

4.1 Term. This Agreement begins on the Effective Date and remains in effect until all Order Forms have expired or been terminated. Each Subscription Term is as stated in the applicable Order Form. Where an Order Form provides for a month-to-month subscription, either party may cancel effective at the end of the then-current billing month by giving notice before the next billing date. Where an Order Form states a fixed term or auto-renewal, those terms control, and Fees for a committed term remain payable and non-refundable.

4.2 Termination for cause. Either party may terminate this Agreement or an affected Order Form for cause if the other party materially breaches this Agreement and fails to cure the breach within ten (10) days after written notice, or immediately if the other party becomes insolvent or subject to bankruptcy or similar proceedings.

4.3 Suspension and termination by NorthernPlus. NorthernPlus may suspend or terminate access immediately if Customer violates Section 6 (Authorized Users and acceptable use) or Section 7 (Customer communications; consent and telephony compliance), if required by law or a carrier or regulator, or if Customer’s use creates a security, legal, or reputational risk to NorthernPlus, its other customers, or third parties. Where practicable, NorthernPlus will limit the suspension to the affected activity.

4.4 Effect of termination. On termination or expiration, Customer’s right to access the Service ends. For thirty (30) days following termination, Customer may export Customer Data using available tools, after which NorthernPlus may delete Customer Data from active systems in accordance with the Privacy Policy and the DPA. Customer remains responsible for Fees accrued through the effective date of termination.

4.5 Survival. Sections 1, 3, 4.4, 4.5, 8, 10, 11, 12, 13.4, 14, 15, 16, and 17, and any other provision that by its nature should survive, will survive termination or expiration of this Agreement.

/ 05

Free trials and beta features

5.1 Free trials. If NorthernPlus makes the Service or a feature available to Customer on a free or evaluation basis as stated in an Order Form or in writing, that access is permitted only for Customer’s internal evaluation during the stated trial period and ends when the trial period expires, when a paid subscription begins, or when NorthernPlus ends the trial. NorthernPlus has no obligation to retain Customer Data submitted during a trial after the trial ends.

5.2 Beta features. NorthernPlus may offer pre-release, alpha, beta, preview, or evaluation features (“Beta Features”). Beta Features are optional, may be changed or withdrawn at any time, and are not part of the warranted Service.

5.3 Disclaimer. FREE TRIALS AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY, SUPPORT COMMITMENT, OR INDEMNIFICATION OBLIGATION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NORTHERNPLUS’S TOTAL LIABILITY ARISING FROM FREE TRIALS OR BETA FEATURES WILL NOT EXCEED ONE THOUSAND DOLLARS ($1,000).

/ 06

Authorized Users and acceptable use

6.1 Authorized Users. Customer is responsible for its Authorized Users’ compliance with this Agreement and for all activity under its account. Authorized Users may not share accounts or credentials; account sharing is a material breach of this Agreement by Customer.

6.2 Acceptable use. Customer agrees not to, and not to permit any Authorized User or End User to:

• use the Service to violate any law, regulation, or third-party right;
• send unsolicited or unlawful Communications, or Communications that violate Applicable Communications Laws (see Section 7);
• upload or transmit malware, viruses, or other harmful code, or attempt to gain unauthorized access to the Service or its systems;
• reverse engineer, decompile, or attempt to derive the source code, models, or underlying structure of the Service, except to the extent this restriction is prohibited by law;
• resell, sublicense, rent, or provide the Service to a third party, or provide access to a NorthernPlus competitor or to anyone for the purpose of building or assisting a competing product, without NorthernPlus’s written authorization;
• interfere with the integrity or performance of the Service, or circumvent rate limits, usage caps, Seat limits, or other technical controls;
• submit to the Service categories of data it is not designed to handle, such as full payment card numbers in unstructured fields or classified government information; or
• use the Service to develop a competing service or to scrape or extract data other than Customer Data.

6.3 Enforcement. NorthernPlus may investigate suspected violations and may suspend or terminate accounts engaged in prohibited conduct as described in Section 4.3.

/ 07

Customer communications; consent and telephony compliance

The Service enables Customer to initiate and manage voice calls, text messages, and emails to End Users, including through the JO voice agent and automated follow-up. Because Customer determines who is contacted and the content and timing of those Communications, Customer bears primary legal responsibility for them. This Section allocates that responsibility.

7.1 Customer is the initiator. As between the parties, Customer is the “sender,” “caller,” “telemarketer,” and the party “on whose behalf” each Communication is made, and NorthernPlus acts solely as a technology provider carrying out Customer’s instructions. Customer controls and is responsible for the contact lists, scripts, message and call content, calling and messaging windows, frequency, and the decision to contact any person.

7.2 Consent and legal basis. Customer represents, warrants, and covenants that, for every Communication, it has obtained and maintains all consents, authorizations, and legal bases required under Applicable Communications Laws, including any prior express written consent required for autodialed, prerecorded, artificial-voice, AI-generated-voice, or marketing calls or texts, and that it will honor all opt-outs and revocations of consent without undue delay.

7.3 Customer responsibilities. Customer is solely responsible for:

• maintaining and honoring internal do-not-call and do-not-contact lists, and scrubbing against the National Do-Not-Call Registry and applicable state registries where required;
• complying with calling- and messaging-time restrictions, quiet hours, frequency limits, and identification and disclosure requirements;
• providing any disclosures and opt-out mechanisms required by the CAN-SPAM Act and applicable messaging rules, and any disclosure that a caller is an artificial or AI voice where required by law;
• obtaining any consent required to record calls, including in two-party or all-party consent jurisdictions;
• completing and maintaining any required messaging registrations (including 10DLC brand and campaign registration) and complying with carrier content and throughput requirements; and
• ensuring it has the right to contact each End User and to use the contact information it submits.

7.4 Tools, not legal advice. NorthernPlus provides configurable tools that can assist with compliance, such as consent capture at the start of a call, do-not-contact suppression, quiet-hours windows, and opt-out handling. These tools do not constitute legal advice, and NorthernPlus does not determine whether Customer’s Communications are lawful. Customer is responsible for configuring and using these tools in compliance with Applicable Communications Laws.

7.5 Suspension. NorthernPlus may throttle, suspend, or block Communications that it reasonably believes violate this Agreement or law, or that generate carrier, regulator, or recipient complaints, without liability for doing so.

7.6 Indemnity. Customer’s Communications and consent practices are subject to Customer’s indemnification obligations in Section 14 and are excluded from the liability cap as described in Section 15.

/ 08

Customer Data; privacy and security

8.1 Ownership. As between the parties, Customer owns and controls all Customer Data. Customer grants NorthernPlus a non-exclusive, worldwide license to host, process, transmit, display, and otherwise use Customer Data solely to provide, secure, and support the Service and as otherwise permitted by this Agreement, the Privacy Policy, and the DPA.

8.2 Customer responsibilities. Customer is responsible for the accuracy and content of Customer Data and for having the legal basis and any required consents to collect, submit, and process it through the Service, including obtaining required consents from End Users. Customer is responsible for its own recordkeeping and retention obligations under applicable industry rules, insurance requirements, and law; the Service provides tools to support these obligations but does not relieve Customer of them.

8.3 Privacy and the DPA. NorthernPlus’s handling of personal data is described in the Privacy Policy and governed by the Data Processing Addendum, which is incorporated into this Agreement by reference. With respect to the processing of personal data, the DPA controls over any conflicting term of this Agreement.

8.4 Sensitive data and HIPAA. The Service is built to handle sensitive intake data. Where Customer’s use involves protected health information subject to HIPAA, a Business Associate Agreement is available for eligible engagements as described in an Order Form (for example, on the Advanced tier). Customer must not submit sensitive data through fields or methods not designed for it, and remains the controller of End-User intake data.

8.5 Security. NorthernPlus maintains administrative, physical, and technical safeguards designed to protect Customer Data, consistent with the practices described on our Security page and in the DPA. NorthernPlus will notify Customer of a personal data breach affecting Customer Data without undue delay in accordance with the DPA and applicable law. No system is perfectly secure.

8.6 Subprocessors. NorthernPlus uses subprocessors to provide the Service (such as hosting, email delivery, voice telephony, and payment processing). A current list is available on request, and NorthernPlus will provide notice of material subprocessor changes that affect the handling of Customer Data as described in the DPA.

/ 09

Service limits and fair use

NorthernPlus provides “unlimited” file storage as part of every plan, meaning we do not charge per-gigabyte fees for normal business use. The following limits apply to keep the Service reliable for all customers and to discourage misuse.

9.1 Soft limit. Storage exceeding 100 GB per workspace (Starter plan) or 500 GB per workspace (Professional plan) triggers an email notice to the workspace owner with 30 days to either reduce usage or contact sales about a custom storage allocation. Service continues normally during the notice period.

9.2 Hard limit. Storage exceeding 500 GB per workspace (Starter) or 2 TB per workspace (Professional) blocks new file uploads. Existing files remain accessible and downloadable, and in-flight intake submissions complete successfully via the intake pre-fill path. Uploads resume automatically when usage falls below the limit.

9.3 Per-file size. Single uploads are capped at 1 GB regardless of plan. The intake form’s per-field file size limit may be lower at the company’s discretion.

9.4 Acceptable use. Storage is intended for files related to active customer records: documents, correspondence, intake submissions, and other supporting files. Storage is not intended for backup of unrelated company data, media libraries, software distribution, or storage of files belonging to third parties.

9.5 Investigation. NorthernPlus may review storage usage that significantly exceeds typical patterns for the company’s size and usage volume and may contact the workspace owner if usage appears inconsistent with the acceptable-use clause above. We will not delete files without thirty (30) days’ written notice except where required by court order or where files violate the acceptable use provisions of this Agreement.

9.6 Retention. Files are retained for the active life of the workspace plus thirty (30) days after subscription cancellation, at which point they are permanently deleted. Customers on a paused or trial-converted account retain full access to files for the same period.

/ 10

Artificial intelligence

10.1 AI Features. The Service includes AI Features, including the KATE agent (which scores, classifies, routes, and helps prioritize leads and records) and the JO voice agent (which conducts voice conversations and generates transcripts and summaries).

10.2 AI Output is not advice and may be inaccurate. AI Output is probabilistic and may be incomplete, inaccurate, or unsuitable for a particular purpose. AI Output is provided to support, not replace, human judgment. NorthernPlus is a technology provider and does not provide legal, financial, tax, medical, or other professional advice, and no AI Output constitutes such advice or the practice of law. Customer is responsible for reviewing AI Output and for all decisions and actions it takes based on AI Output.

10.3 Customer responsibility for decisions. Customer will not use AI Output as the sole basis for any decision that has a legal or similarly significant effect on an individual where applicable law requires human review, specific notices, or other safeguards. Customer is responsible for compliance with laws applicable to its use of AI Output, including any required disclosures, human review, adverse action or notice requirements, and obligations relating to fairness or automated decision-making.

10.4 Model training. NorthernPlus will not use identifiable Customer Data to train artificial intelligence or machine learning models for the benefit of other customers. NorthernPlus may use Aggregated Data, Usage Data, and Feedback to operate, secure, analyze, and improve the Service and its models, including the AI Features.

/ 11

Confidentiality

11.1 Confidential Information. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated as confidential or that a reasonable person would understand to be confidential, including the Service and Documentation, Customer Data, pricing and non-public terms of this Agreement, and security and business information. Confidential Information does not include information that is or becomes public through no fault of Recipient, was rightfully known to Recipient without restriction, is independently developed without use of the Confidential Information, or is rightfully received from a third party without restriction.

11.2 Obligations. Recipient will use Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will disclose it only to its personnel and advisors who have a need to know and are bound by confidentiality obligations at least as protective as these.

11.3 Compelled disclosure. Recipient may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the Discloser prior notice and reasonable cooperation to seek protective treatment.

11.4 Injunctive relief. The parties agree that a breach of this Section may cause irreparable harm for which monetary damages are inadequate, and that the Discloser may seek injunctive relief in addition to any other remedy.

/ 12

Intellectual property and feedback

12.1 NorthernPlus IP. NorthernPlus and its licensors retain all right, title, and interest in and to the Service, including all software, models, AI Features, designs, documentation, trademarks, and other materials, and all related intellectual property rights. Except for the limited rights expressly granted in this Agreement, no rights are granted to Customer.

12.2 Customer Data. Customer retains all right, title, and interest in and to Customer Data, subject to the license granted in Section 8.1.

12.3 Feedback. Customer grants NorthernPlus a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use and incorporate Feedback into the Service and NorthernPlus’s products and business without restriction or obligation to Customer.

12.4 Usage and Aggregated Data. NorthernPlus owns Usage Data and Aggregated Data and may use them for any lawful purpose, including operating, securing, analyzing, and improving the Service and its models, provided that NorthernPlus does not identify Customer, an Authorized User, or an End User from Aggregated Data.

/ 13

Representations, warranties, and disclaimers

13.1 Mutual authority. Each party represents that it has the authority to enter into this Agreement.

13.2 Limited warranty. NorthernPlus warrants that it will provide the Service with reasonable care and skill and that the Service will perform materially in conformity with the Documentation. Customer’s exclusive remedy and NorthernPlus’s entire liability for breach of this warranty is, at NorthernPlus’s option, to correct the non-conformity or, if it cannot do so within a reasonable period, to terminate the affected Order Form and refund any prepaid, unused Fees for the terminated portion of the Subscription Term.

13.3 Customer warranties. Customer represents and warrants that it has the legal basis and all consents required for Customer Data and for the Communications, that its use of the Service complies with this Agreement and applicable law, including Applicable Communications Laws, and that it has the right to grant the licenses in this Agreement.

13.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICE, AI FEATURES, AI OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, NORTHERNPLUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NORTHERNPLUS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT AI OUTPUT WILL BE ACCURATE, OR THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR ENSURE CUSTOMER’S COMPLIANCE WITH ANY LAW. THE SERVICE IS A TOOL, AND CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ITS OWN COMPLIANCE OBLIGATIONS.

/ 14

Indemnification

14.1 By NorthernPlus. NorthernPlus will defend Customer against any third-party claim alleging that the Service, as provided by NorthernPlus and used in accordance with this Agreement, infringes or misappropriates that third party’s United States patent, copyright, trademark, or trade secret, and will indemnify Customer for resulting Losses. If the Service is or may be subject to such a claim, NorthernPlus may, at its option, procure the right for Customer to continue using the Service, modify or replace it to be non-infringing, or terminate the affected Order Form and refund prepaid, unused Fees. NorthernPlus has no obligation under this Section for claims arising from (a) Customer Data; (b) use of the Service in violation of this Agreement or the Documentation; (c) modification of the Service by anyone other than NorthernPlus; (d) combination of the Service with products, data, or services not provided by NorthernPlus; (e) Customer’s specifications or configurations; or (f) Beta Features or no-charge use. This Section states NorthernPlus’s entire liability, and Customer’s exclusive remedy, for any claim of intellectual property infringement.

14.2 By Customer. Customer will defend NorthernPlus and its affiliates and their officers, directors, employees, and agents against, and indemnify them for Losses arising from, any claim arising out of or relating to (a) Customer Data, including its collection, accuracy, content, and the rights to use it; (b) the Communications, including their content, scripts, target lists, recording, and consent practices, and any claim under Applicable Communications Laws; (c) decisions or actions Customer takes in reliance on AI Output; (d) Customer’s or its Authorized Users’ or End Users’ use of the Service in violation of this Agreement or law; or (e) Customer’s breach of Section 6 or Section 7.

14.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided that a settlement imposing a non-monetary obligation on the indemnified party requires its consent), and provide reasonable cooperation at the indemnifying party’s expense.

/ 15

Limitation of liability

15.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE OR BUSINESS, LOST OR CORRUPTED DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 General cap. EXCEPT AS SET OUT IN SECTION 15.4, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM(S) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY (THE “GENERAL CAP”).

15.3 Enhanced cap. FOR CLAIMS ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS (SECTION 11) OR FROM NORTHERNPLUS’S BREACH OF ITS DATA SECURITY AND PRIVACY OBLIGATIONS (SECTION 8 AND THE DPA), THAT PARTY’S AGGREGATE LIABILITY WILL NOT EXCEED TWO TIMES (2X) THE GENERAL CAP.

15.4 Exclusions from the cap. THE LIMITATIONS IN SECTIONS 15.2 AND 15.3 DO NOT APPLY TO: (A) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 3; (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14; (C) CUSTOMER’S BREACH OF SECTION 6 (ACCEPTABLE USE) OR SECTION 7 (COMMUNICATIONS; CONSENT AND TELEPHONY COMPLIANCE); (D) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (E) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15.5 Allocation of risk. THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REFLECT AN AGREED ALLOCATION OF RISK THAT IS REFLECTED IN THE FEES. SOME JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS, SO PORTIONS OF THIS SECTION MAY NOT APPLY TO CUSTOMER.

/ 16

General terms

16.1 Entire agreement; order of precedence. This Agreement, including all Order Forms, the DPA, and any Business Associate Agreement, is the entire agreement between the parties and supersedes all prior proposals and agreements on its subject matter. In the event of a conflict, an Order Form controls over the body of this Master Subscription Agreement as to the subject of that Order Form, and the DPA controls as to the processing of personal data.

16.2 Changes to this Agreement. NorthernPlus may update this Agreement from time to time. For material changes, NorthernPlus will notify Customer by email or in-product notice and update the “Last updated” date. Changes take effect on renewal or thirty (30) days after notice, whichever is sooner for month-to-month subscriptions, and continued use after the effective date constitutes acceptance. Where Customer has a separately negotiated written agreement, changes to that agreement require a writing signed by both parties.

16.3 Assignment. Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign it to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, on notice to the other party.

16.4 Governing law; venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware.

16.5 Class-action and jury waiver. Each party agrees that any claim will be brought in its individual capacity and not as a plaintiff or class member in any class or representative proceeding, and to the extent permitted by law each party waives any right to a jury trial.

16.6 Publicity. NorthernPlus will not use Customer’s name or logo in customer lists, case studies, or marketing materials without Customer’s prior written consent (email is sufficient). Customer may withdraw that consent at any time on written request, after which NorthernPlus will stop the relevant use within a reasonable period.

16.7 Compliance with law; export and anti-corruption. Each party will comply with applicable laws, including export control, sanctions, and anti-corruption laws. Customer will not use the Service in a sanctioned or prohibited jurisdiction or in violation of those laws.

16.8 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.

16.9 Independent contractors; no third-party beneficiaries. The parties are independent contractors. This Agreement creates no third-party beneficiary rights.

16.10 Notices. Notices must be in writing and sent to the contacts on the Order Form or, to NorthernPlus, to hello@northernplus.com. Routine operational notices may be given in-product or by email.

16.11 Severability; waiver; counterparts. If any provision is held unenforceable, the rest remains in effect. A waiver is effective only if in writing. This Agreement and Order Forms may be executed electronically and in counterparts.

/ 17

Contact

Questions about this Agreement? Reach out to us:

NorthernPlus Inc.
Phone: (763) 272-7262
323 Washington Ave N, #200
Minneapolis, MN 55401
Email: hello@northernplus.com