Master Subscription Agreement Terms and Conditions

Last Updated: April 28, 2025 

THIS MASTER SUBSCRIPTION AGREEMENT (the “Agreement”) governs your access to and use of software services provided by Scrollmotion, Inc. d/b/a Ingage, a Delaware corporation with an address at 1040 Stony Hill Road Suite 125, Yardley, PA 19067 (“we,” and its derivatives). By executing a Subscription Form referencing this Agreement, you agree to the following terms and conditions. If you do not so agree, you may not access or use our software or services. “You” and its derivatives refers to the entity entering into this Agreement.

1.1.“Confidential Information” means non-public or proprietary information in any form disclosed by or on behalf of either Party that (i) is marked or identified as “confidential” or with a similar designation, or (ii) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential.

1.2.“Documentation” means written descriptions of Software features and functionality, as the same may be amended from time to time during the Term. Documentation is available at http://support.ingage.io.

1.3.“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent any User from accessing or using the Software as intended by this Agreement.

1.4.“Intellectual Property Rights” means all intellectual and industrial property rights in any jurisdiction worldwide, including copyrights, patents, trademarks, trade names, trade secrets, mask work rights, moral and contract rights, and all registrations, applications, renewals, extensions, continuations, divisions or reissues thereof.

1.5.“OS Provider” means an entity that controls a mobile computing operating system (i.e., Apple for iOS).

1.6.“Party” means either you or us, depending on context; “Parties” means you and us.

1.7.“Software” means any of our proprietary software products.

1.8.“Sensitive Information” means personally identifiable information, regulated information (e.g., data subject to HIPAA or GLBA) and other data that is subject to more heightened protections than Confidential Information.

1.9.“Subscription” means the right to access and use Software granted hereunder. Subscriptions are detailed in a “Subscription Form” agreed to by the Parties (online or otherwise) and referencing and governed by this Agreement.

1.10.“Subscription Fees” means fees charged for the access to the Software.

1.11.“Updates” means minor revisions of Software usually designated by the same numeric prefix but a different suffix (i.e., 5.2 as an Update to 5.1).

1.12.“Upgrades” means significant revisions of Software usually designated by a different numeric prefix (i.e., 6.0 as an Upgrade to 5.x). An Upgrade is also a “major version” change.

1.13.“User” means an individual who may access Software. Users may include (i) your employees, consultants, contractors and agents, and (ii) employees of third parties that provide services to you.

1.14.“Your Content” means all text, pictures, graphics, sound, video and other content you incorporate or have incorporated into otherwise distribute via the Software.

2.1 General

The Software licensed is specified in your Subscription. Documentation for the Software is available at http://support.ingage.io.

2.2 Software License

(a) Grant. We grant you a limited, non-exclusive, non-transferable, worldwide right for your Users to use the Software for your business purposes during the Term as set forth in the Subscription Form. WE RETAIN ALL OTHER RIGHT, TITLE AND INTEREST IN AND TO THE SOFTWARE, INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS.

(b) Restrictions. You may not (1) repackage Software elements on a standalone basis, (2) incorporate Software elements into any product, (3) make Software available to anyone except Users, (4) sell, resell, rent or lease access to Software, or (5) isolate or extract Software elements from Software for any purpose that was not facilitated by the Software. Except as permitted by applicable law, you may not yourself or through others reverse engineer, decompile, disassemble or attempt to derive the source code of the Software.

2.3 Access

We will provide you with Software access following receipt of the initial Subscription Fee. An internet connection is required to download certain Software elements to your mobile device, as well as to access cloud-based Software elements identified in the Documentation. Once files are downloaded to a User’s mobile device, they are accessible on such device without an internet connection, (provided the User does not log out of Software that uses cloud-based authentication).

2. 4 Security

(a) The Software has administrative, physical and technical safeguards appropriate for the protection of Confidential Information.

(b) We will not modify Your Content.

(c) We are not responsible for any compromise of data caused by transmission across computer networks (including the Internet) other than our own.

(d) THE SOFTWARE IS NOT INTENDED FOR THE STORAGE OR TRANSMISSION OF SENSITIVE INFORMATION. WE ARE NOT RESPONSIBLE FOR LOSS, CORRUPTION, OR MISAPPROPRIATION OF SENSITIVE INFORMATION UPLOADED TO THE SOFTWARE.

2. 5 Software Maintenance

(a) During the Term, we will (i) resolve issues with the then-current version of the Software in a timely manner, and (ii) as promptly as reasonably possible following an Update or Upgrade to a compatible OS Provider operating system, modify the Software to remain compatible with the current and immediately prior major version of such operating system.

(b) We are not required to:

(i) keep Software compatible with mobile devices that are not supported on the current version of the applicable operating system;

(ii) support third party applications; or

(iii) support non-current versions of Software.

3.1 Your Content

You are solely responsible for Your Content as uploaded to Software. We expressly disclaim any liability arising from Your Content. You may not use Software to transmit, store, display, distribute or otherwise make content available that is illegal, harmful, or offensive, including content that is defamatory, obscene, abusive, invasive of privacy, pornographic, or otherwise objectionable. The Software does not replace your need to maintain regular data backups or redundant data archives. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR CONTENT.

3.2 Use and Access

You will not, and will not permit anyone else to, access or use the Software except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, you will not, except as this Agreement expressly permits:

(a) copy, modify, or create derivative works or improvements of the Software;

(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Software to anyone else, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;

(d) bypass or breach any security device or protection used by the Software or access or use the Software other than by an User consistent with the terms of this Agreement;

(e) input, upload, transmit, or otherwise provide to or through the Software, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

(f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Software or our provision of the Software to any third party, in whole or in part;

(g) remove, delete, alter, or obscure any trademarks, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Software, including any copy thereof;

(h) access or use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any third party or that violates any applicable law;

(i) access or use the Software for purposes of competitive analysis of the Software, the development, provision, or use of a competing software service or product or any other purpose that is to our detriment or commercial disadvantage;

(j) access or use the Software in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Software could lead to personal injury or severe physical or property damage; or

(k) otherwise access or use the Software beyond the scope of the authorization granted under this Agreement.

3.3 Internet Access

You are responsible for any network or internet connectivity required to access or use the Software.

3.4 Distributor Agreements

You are responsible for all OS Provider and/or MDM agreements required for you to distribute Software within your organization.

3.5 General

In addition to obligations identified elsewhere in this Agreement, you will provide access to such information, personnel and systems we reasonably require to support the Software.

4.1 Subscription Fees

You will pay the Subscription Fees set forth in the Subscription Form.

4.2 Expenses

You will reimburse us for the actual cost of travel and other expenses incurred in connection with this Agreement in compliance with our expense policy.

4.3 Invoicing and Payment

(a) Subscription Fees will be invoiced annually in advance. The initial Subscription Fee will be invoiced on the date the Subscription Form is executed (the “Effective Date”). Subsequent invoices will be issued thirty (30) days prior to the anniversary of the Effective Date based on the number of Users and Subscription rates in effect on such date.

(b) Invoices will be sent by invoices@ingage.io. All amounts are payable in U.S. dollars and due thirty (30) days from the date of invoice. We may suspend your Software access if undisputed amounts remain unpaid after the due date.

4.4 Late Payment

If you fail to make any payment when due then, in addition to all other remedies that may be available:

(a) We may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;

(b) You will reimburse us for all costs incurred by us in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and

(c) if such failure continues for seven (7) days following written Notice thereof, we may suspend your access to the Software until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to you or any other person by reason of such suspension.

4.5 Taxes

The Subscription Fees do not include, and you will pay, all sales, use, excise, value-added and other taxes levied upon either Party related to this Agreement, except for taxes on our net income.

5.1 Term

This Agreement is valid from the Effective Date until the Subscription is terminated as set forth herein (the “Term”). The initial Subscription is for one (1) year and will renew automatically thereafter on the anniversary of the Effective Date, absent Notice of non-renewal by either Party not less than thirty (30) days before such date.

5.2 Termination for Cause

Either Party may terminate this Agreement for a material breach that remains uncured thirty (30) days after the breaching Party’s receipt of written Notice thereof.

5.3 Effect of Termination

Upon termination of this Agreement: (a) the Subscription will end immediately; (b) each Party will promptly destroy or return, at its expense, the other Party’s Confidential Information, provided that the Parties may retain limited copies of such information subject to Section 8 solely for archival purposes; and (c) you will pay all Subscription Fees accrued prior to the effective date of termination. If you terminate the Agreement for cause, we will refund prepaid Subscription Fees for periods following the date of termination.

5.4 Survival

Sections 4, 5.3, 7, 8, 9, 10, and 11 will survive termination of this Agreement.

6.1 Warranty

(a) We warrant that the Software will function substantially in accordance with the Documentation.

(b) Your sole remedy for a breach of the foregoing warranty will be for us to promptly modify the Software so that it conforms with the warranty at no additional cost to you.

(c) The warranty provided in Section 6.1(a) is void if non-conformance is caused by (i) use of Software in violation of this Agreement or (ii) your failure to use Software Updates or Upgrades provided as part of the Subscription.

6.2 Disclaimer

EXCEPT AS SET FORTH IN SECTION 6.1, SOFTWARE IS PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND. TO THE GREATEST EXTENT ALLOWED BY LAW, WE DISCLAIM ALL WARRANTIES NOT EXPRESSLY PROVIDED FOR HEREIN. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE SOFTWARE, OR ANY RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, SYSTEM, OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

7.1 By Us

(a) We will defend, indemnify and hold you harmless from all losses, damages, costs and expenses awarded by a court or agreed upon in settlement, including reasonable and related attorneys’ fees and court costs, arising from a third party claim that Software infringes such party’s Intellectual Property Rights (“Infringement Claims”).

(b) If an Infringement Claim is brought or threatened, we may, in our sole discretion, (i) secure the right for you to continue using the allegedly infringing item, or (ii) modify or replace the allegedly infringing item to make it non-infringing, while maintaining materially similar functionality of the affected Software elements. If neither (i) nor (ii) is commercially reasonable in our sole judgment, you will, upon Notice from us, cease use of the allegedly infringing item and receive an equitable adjustment of the related Subscription Fees.

(c) Section 7.1(a) does not apply to Infringement Claims that arise from: (i) your use of Software in violation of this Agreement, (ii) your failure to use Software Updates or Upgrades provided as part of the Subscription.

7.2 By You

You will defend, indemnify, and hold us, our agents, officers and employees, harmless from all losses, damages, costs and expenses awarded by a court or agreed upon in settlement, including reasonable and related attorneys’ fees and court costs, arising from a third party claim alleging that Your Content as uploaded to the Software infringes such party’s Intellectual Property Rights.

7.3 Procedures

The obligations in this Section 7 are contingent on the indemnified Party: (a) promptly notifying the indemnifying Party of any claim; (b) granting the indemnifying Party sole control over the defense and/or settlement of the claim (provided that a settlement may not impose costs or liability on the indemnified Party without its consent); and (c) providing reasonable assistance to the indemnifying Party at such Party’s expense.

7.4 Sole Remedy

The remedies in this Section 7 are the indemnified Party’s sole remedy, and the indemnifying Party’s entire liability, with respect to any indemnifiable claim.

8.1 Ownership

Each Party may have access to the other Party’s Confidential Information as a result of this Agreement. Confidential Information is the sole property of the disclosing Party. This Agreement’s terms are Confidential Information of the Parties, but the existence of this Agreement is not.

8.2 Use

Each Party will: (a) only use Confidential Information to fulfill its obligations hereunder; (b) only provide access to Confidential Information on an “as-needed” basis to its personnel, agents, and/or consultants who are bound by obligations materially similar to this Section 8.2, and (c) maintain Confidential Information using methods at least as protective as it uses to protect its own information of a similar nature, but in no event using less than a reasonable degree of care. Subject to Section 5.3, each Party will promptly return or destroy the other Party’s Confidential Information upon termination or expiration of this Agreement. The obligations in this Section 8.2 will apply during and for three (3) years after the Term, except in the case of Confidential Information that is a trade secret, in which case the obligations will remain in effect for so long as the trade secret is maintained.

8.3 Exceptions

(a) Confidential Information does not include, and Section 8.2 does not apply to, information that is: (i) publicly available when disclosed or becomes publicly available without fault of the recipient after disclosure; (ii) rightfully communicated to the recipient by entities not bound to keep such information confidential, whether prior to or following disclosure, (iii) independently developed by recipient; or (iv) approved for unrestricted disclosure by the disclosing Party.

(b) A recipient may disclose the other Party’s Confidential Information only as required: (i) by court order or applicable law (provided that, to the extent legally permissible, the recipient promptly notifies the other Party of such requirement and cooperates with the other Party’s reasonable and lawful efforts to prevent or limit the scope of such disclosure, at the other Party’s expense); or (ii) to establish its rights under this Agreement.

8.4 Software Information

We collect de-personalized information about your use of Software to fulfill our obligations hereunder and improve such Software. Such information is Confidential Information of both Parties; aggregated information about the use of Software by multiple customers is our Confidential Information.

9.1 NEITHER PARTY WILL BE LIABLE UNDER ANY THEORY OF DAMAGES FOR ANY LOST BUSINESS, LOST PROFITS, LOST SAVINGS, LOST REVENUE, OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF A BREACH OF THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH SUCH DAMAGES ARE SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM LIABILITY FOR DAMAGES ARISING OUT OF A BREACH OF THIS AGREEMENT WILL BE THE FEES YOU PAID FOR THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

9.2 EXCEPTIONS AND APPLICABILITY. SECTION 9.1 WILL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY. SECTION 9.1 WILL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR PROVEN INEFFECTIVE.

10.1 All right, title, and interest in and to the Software and Documentation, are and will remain with us. You have no right, license, or authorization with respect to any of the Software or Documentation except as expressly set forth in this Agreement. All other rights in and to the Software and Documentation are expressly reserved by us.

10.2 As between us, You are and will remain the sole and exclusive owner of all right, title, and interest in and to Your Content, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted to us in Section 10.3.

10.3 You hereby irrevocably grant us all such rights and permissions in or relating to Your Content as are necessary or useful to us to enforce this Agreement and to perform our obligations hereunder.

11.1 Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, except if there is a merger, consolidation or sale of all or substantially all of a Party’s stock or assets.

11.2 Entire Agreement; Amendment

This Agreement (a) is the Parties’ entire understanding regarding its subject matter, and (b) supersedes all other oral or written agreements of the Parties as to such subject matter. We may update this Agreement by modifying this web page, and will indicate the date of any such updates above. You will be deemed to have accepted such modifications absent Notice within thirty (30) days of the date posted. This Agreement may also be amended in a writing consented to by the Parties, which writing and consent may be via email. Any terms and conditions in or referenced by an invoice, purchase order or other such document issued pursuant to this Agreement will have no force or effect.

11.3 Notices

A communication intended to have legal effect under this Agreement (a “Notice”) must be written and delivered to (i) us at the address set forth in the preamble, or (ii) you at the address provided on the applicable Subscription by personal delivery, certified mail (postage pre-paid, return receipt requested), or a commercial courier requiring signature for delivery, and will be effective on receipt or when delivery is refused. Operational communications, including changing a Party’s notice address, may be delivered via email.

11.4 Export Compliance

The Software and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. You represent that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use Software in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria, or Crimea (region of Ukraine)) or in violation of any U.S. export law or regulation.

11.5 Independent Contractors

We are an independent contractor, and this Agreement does not create a joint venture, partnership, principal-agent or employment relationship between the Parties. Neither Party will have, or represent to a third party that it has, the authority to act for or bind the other Party.

11.6 No Third Party Beneficiaries

This Agreement is solely for the benefit of the Parties hereto.

11.7 Attribution

We may identify you as a client in standard marketing materials.

11.8 Severability

Any provision of this Agreement found invalid or unenforceable will be restated to reflect the original intent as closely as possible in accordance with applicable law. The invalidity or unenforceability of any provision herein will not affect the validity or enforceability of any other provisions.

11.9 Force Majeure

Neither Party will be liable for a failure to fulfill its obligations due to causes beyond its reasonable control that can not be mitigated through the exercise of due care.

11.10 Governing Law and Venue

This Agreement, including its formation, will be governed by and interpreted according to the laws of the State of Pennsylvania without regard to its conflicts of laws provisions that would require a different result. A cause of action relating to this Agreement may only be brought in the state or federal courts in Bucks County, PA.

11.11 Waiver

A Party’s waiver of a breach of this Agreement will not waive any other or subsequent breach.

11.12 Headings and Interpretation

Headings are for reference only and do not affect the Parties’ obligations. As used herein, “may” means “has the right, but not the obligation, to”; “includes” and its variations means “includes, but is not limited to”; and “days” means calendar days, provided that obligations that would be due on a weekend or holiday will be due on the next business day following such weekend or holiday.

11.13 Non-Solicitation

During and for one (1) year after the Term, you will not induce or attempt to induce our employees or independent contractors to cease their relationships with us.

You can find the previous MSA here.