Standard Subsciption Terms
Last updated: September 27th 2025
These standard subscription terms (“Standard Terms”), as they may be amended from time to time as set out herein, govern the use and provision of the services provided by MTech to Subscriber and forms part of the Subscription Agreement between the parties. Capitalized terms not defined herein shall have the meaning set forth in the SOW.
1. Definitions
"AUP" means the MTech acceptable use policy available at https://mtechsystems.io/legal/acceptable-use-policy/ from time to time.
"Confidential Information" means all information disclosed by a party (or its affiliates) to the other party (or its affiliates), whether orally or in writing, including (i) information that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should reasonably be understood to be confidential, (ii) Subscriber Data, (iii) information related to the Subscription Services, (iv) the terms and conditions of the Subscription Agreement, or (v) a party’s Intellectual Property Rights, business and marketing plans, technology and technical information, pricing, product plans and designs, or business processes disclosed in connection with the Subscription Agreement. Confidential Information does not include information that, at the time of disclosure is (a) in the public domain through no fault of the receiving party, (b) known to the receiving party at the time of disclosure without obligation of confidentiality, (c) rightfully obtained by the receiving party from a third party without obligation of confidentiality, or (d) independently developed by the receiving party without access to the Confidential Information.
"DPA" means the MTech data processing addendum available at https://mtechsystems.io/legal/data-processing-addendum from time to time.
"Intellectual Property Rights" means all intellectual or industrial property rights, including patents, trademarks, trade names, service marks, domain names, designs, utility models, copyrights, neighboring rights, database rights, confidential know-how, trade secrets, and similar rights valid against third parties, whether registered or not, and including applications and the right to apply for registration of any rights, which may be protected anywhere in the world.
"Professional Services" means the consulting, implementation, configuration, training, data migration, and/or custom development services performed by or on behalf of MTech as specified in a SOW.
"SOW" means a written statement of work setting out, among other things, the Subscription Services subscribed to, and any Professional Services purchased by, Subscriber, as well as any associated fees.
"Subscriber Data" means information, data, and other content (including any input and output provided to or generated by any machine learning or artificial intelligence features in the Subscription Services), in any form or medium, that is submitted, posted, generated (in respect of machine learning and artificial intelligence features), or otherwise transmitted by or on behalf of Subscriber through the Subscription Services. For avoidance of doubt, Usage Data is not considered Subscriber Data.
"Subscription Agreement" means each SOW, these Standard Terms, the DPA, the AUP, and any supplementary documents referred to in such documents.
"Subscription Services" means the software-as-a-service offering provided by MTech to Subscriber, including any support services, as further specified in each SOW. For avoidance of doubt, Subscription Services does not include Professional Services.
"Subscription Term" means the subscription term for the Subscription Services as specified in a SOW.
"Usage Data" means data and information related to Subscriber’s use of the Subscription Services that is used by MTech in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Subscription Services.
2. Services
2.1 General. Subject to the Subscriber’s compliance with the Subscription Agreement, MTech will make the Subscription Services available to Subscriber as specified in each applicable SOW during the Subscription Term. MTech grants Subscriber a limited, non‑exclusive, non‑transferable, non‑sublicensable, and revocable license for the Subscription Term to access and use the Subscription Services specified in each SOW for Subscriber’s internal business purposes.
2.2 Changes to the Subscription Services. MTech may, in its sole discretion, make improvements, additions, changes (including, subject to Section 9.2, removing features), and to correct any errors and defects in the Subscription Services, notwithstanding that such measures may temporarily impair Subscriber’s access to or use of the Subscription Services.
2.3 Individual Licenses and User Responsibility. Each individual license is assigned to an individual end user and may not be shared, transferred, or used by more than one person. Subscriber is responsible for all use of the Subscription Services by its administrators and end users, including compliance with the Subscription Agreement and AUP. Subscriber must implement processes to safeguard access credentials and promptly notify MTech of any suspected or confirmed unauthorized access or use. MTech may rely on communications from administrators when managing or servicing Subscriber.
2.4 Prohibited Use. Subscriber agrees not to (i) use the Subscription Services in a way that infringes, misappropriates or violates any person’s rights, (ii) sub‑license, sell, or otherwise transfer its right to access or use the Subscription Services (other than as permitted by the Subscription Agreement), (iii) attempt to reverse engineer or derive the source code of the Subscription Services or any portion thereof, (iv) modify, customize, port, translate, localize, or create derivative works of the Subscription Services, (v) use any automated or programmatic method not provided or permitted by MTech to extract data from the Subscription Services, (vi) use its access to the Subscription Services to build a product or service which competes with the Subscription Services, and/or (vii) use the Subscription Services in a manner that interferes or attempts to interfere with the proper functioning of the Subscription Services.
2.5 Service Suspension. If MTech reasonably suspects that Subscriber (or any administrator or end user) has breached the Subscription Agreement, it will notify Subscriber by email and request immediate corrective action. MTech may suspend access to the Subscription Services after issuing such notice if (i) the breach poses an immediate risk of damage to MTech, (ii) Subscriber fails to comply within the time specified in the notice, or (iii) the breach cannot be remedied. If Subscriber does not remedy the breach within ten (10) business days after suspension, MTech may terminate the Subscription Agreement for cause under Section 4.2, without prejudice to its other rights or remedies.
2.6 Emergency Suspension. MTech may temporarily suspend the Subscription Services if MTech determines in good faith that such suspension is necessary to avoid possible harm to MTech’s, Subscriber’s, or any third party’s property, systems, or information. MTech will promptly notify Subscriber of the suspension and reason therefor and will restore access as soon as commercially feasible once the underlying issue is resolved.
2.7 Personal Data. When providing the Subscription Services to Subscriber, MTech will process any personal data on behalf of Subscriber in accordance with the DPA.
3. Fees and Payment
3.1 Fees. Subscriber shall pay the fees set forth in each applicable SOW.
3.2 Fee Adjustments. MTech may propose adjustments to the fees for the Subscription Services in each applicable SOW no later than ninety (90) days prior to the expiration of a Subscription Term. Unless Subscriber cancels the subscription pursuant to Section 4.1, the adjusted pricing will apply at renewal.
3.3 No Setoff or Refunds. All amounts payable to MTech hereunder shall be paid in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding. There is no right to refund or reduction of fees set out in any SOW, whether due to a reduction in sites, end users, or non‑use of the Subscription Services, except in the event of early termination by Subscriber in accordance with Section 4.2, in which case Subscriber is entitled to a refund of pre‑paid fees covering the period after the termination date.
3.4 Payment Terms. Invoices are due net thirty (30) days from the invoice date, unless otherwise specified in a SOW. If Subscriber fails to make any payment when due, MTech may charge interest on the unpaid amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. Subscriber shall reimburse MTech for all reasonable costs and expenses incurred in connection with the collection of overdue amounts. If such failure continues for thirty (30) days or more, MTech may suspend the Subscription Services (or a portion thereof) until such amounts are paid in full.
3.5 Taxes. All fees and other amounts payable by Subscriber under the Subscription Agreement are exclusive of taxes and similar assessments. Subscriber is responsible for all VAT, sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind, other than any taxes imposed on MTech’s income.
4. Term and Termination
4.1 Term. Unless otherwise set out in the SOW, the Subscription Term for a SOW is two (2) years. The Subscription Agreement will remain in force as long as there is any active SOW between the parties and will automatically expire once there is no active SOW. Each SOW will automatically renew for successive periods of twelve (12) months, unless written notice of non‑renewal is received by the other party at least forty‑five (45) days prior to the expiration of the then current Subscription Term.
4.2 Termination for Cause. In addition to any termination rights stated elsewhere in the Subscription Agreement:
(a) MTech may terminate the Subscription Agreement and/or any SOW for cause if Subscriber fails to pay any amount when due hereunder, and such failure continues for more than thirty (30) days after MTech’s written notice; and
(b) a party may terminate the Subscription Agreement and/or any SOW for cause (i) upon thirty (30) days’ written notice to the other party of a material breach, if the breach remains uncured at the expiration of the notice period, (ii) if the other party is insolvent or becomes the subject to a proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of its creditors, or (iii) if the other party goes out of business or ceases its operations.
4.3 Effect of Termination. Upon termination of the Subscription Agreement or any SOW, (i) all rights and licenses granted by MTech shall terminate, and (ii) all outstanding fees shall become due and payable.
4.4 Survival. All provisions of the Subscription Agreement that can be reasonably interpreted as surviving upon the full performance, expiry, termination, cancellation, or voidance of the Subscription Agreement (in particular provisions on Intellectual Property Rights and confidentiality) will survive said performance, expiry, termination, cancellation, or voidance.
4.5 Data Export and Deletion. MTech undertakes to, on Subscriber’s reasonable request and at Subscriber’s reasonable expense, assist Subscriber in retrieving any Subscriber Data stored in the Subscription Services in a standard machine‑readable format. Furthermore, MTech undertakes to delete any Subscriber Data stored in the Subscription Services upon request in connection with any termination or expiry of the Subscription Agreement or a SOW.
5. Intellectual Property Rights
5.1 MTech Intellectual Property Rights. MTech and its affiliates or licensors own all rights, title, and interest in and to the Subscription Services, including but not limited to all Intellectual Property Rights included therein, as well as all modifications, updates, and upgrades thereof. Nothing in the Subscription Agreement shall be considered a transfer or license to those rights, except as explicitly stated herein.
5.2 Subscriber Intellectual Property Rights. As between the Parties, Subscriber owns all right, title, and interest, including but not limited to all Intellectual Property Rights, in and to the Subscriber Data. Subscriber grants to MTech and its affiliates a limited, non‑exclusive, worldwide license to use, store, copy, transmit, create derivative works of, and display the Subscriber Data for the provision of the Subscription Services in accordance with the Subscription Agreement.
5.3 Machine Learning and Artificial Intelligence. Depending on Subscriber’s subscription plan, the Subscription Services may include machine learning and artificial intelligence features. Subscriber acknowledges that input data provided to such features may be identical or similar to input data provided by other customers. Additionally, Subscriber acknowledges that (i) due to the nature of machine learning, output generated by such features may not be unique across customers/end users, and (ii) the Subscription Services may generate identical or similar output for Subscriber and third parties. Input provided by, and output generated for, MTech’s other customers in connection with the use of these features is not considered Subscriber Data under the Subscription Agreement.
5.4 Feedback. Feedback, comments, ideas, proposals, and suggestions (collectively, “Feedback”) for improvements from Subscriber and its end users is encouraged by MTech. MTech may use Feedback without restriction or payment of compensation, and any Intellectual Property Rights associated with Feedback shall exclusively vest with MTech.
5.5 Usage Data. Notwithstanding anything to the contrary in the Subscription Agreement, MTech may collect Usage Data to develop, improve, support, and operate its Subscription Services. Any Intellectual Property Rights associated with Usage Data shall exclusively vest with MTech. MTech may not share Usage Data with any third party except (i) in accordance with Section 7, or (ii) to the extent the Usage Data is aggregated and anonymized such that Subscriber, its affiliates, and its end users cannot be identified.
5.6 Custom Functionality. Subscriber may request, and MTech may develop at its sole discretion, custom functionality and features (“Custom Functionality”) required for Subscriber‑specific processes that cannot reasonably be accomplished through the standard use of the Subscription Services. Development of Custom Functionality shall be documented in a SOW and is subject to the payment of additional fees. Custom Functionality may include components or code from the standard Subscription Services in addition to the custom code developed to the specifications supplied by Subscriber. MTech retains ownership of the Intellectual Property Rights and associated code‑base of the compiled Custom Functionality that encompasses both standard and custom logic; however, MTech may not provide identical custom code components to other customers if they can be explicitly identified as Subscriber‑requested proprietary practices or procedures. Subscriber acknowledges it is highly likely similar functionality has or will be requested by multiple customers of the Subscription Services and that development of Custom Functionality on behalf of Subscriber in no way shall limit MTech’s ability to provide similar code or logic if requested by other customers of the Subscription Services.
6. Service Levels and Support
6.1 Service Levels. MTech shall use commercially reasonable efforts to make the Subscription Services available in accordance with the service levels set out in each applicable SOW and/or service level agreement entered into between the parties.
6.2 Support. The access rights granted hereunder entitle Subscriber to the support services specified in each applicable SOW.
7. Confidentiality and Information Security
7.1 Confidentiality Undertaking. Each party shall (i) keep the other party’s Confidential Information confidential, (ii) safeguard all Confidential Information of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information, and (iii) not use Confidential Information for any purpose other than to perform its obligations or exercise its rights under the Subscription Agreement.
7.2 Permitted Disclosure. Each party is permitted to disclose Confidential Information to those of its and its affiliates’ employees, directors, attorneys, agents, subcontractors, and consultants who need to know the Confidential Information and are bound by confidentiality obligations (either through agreement or under law) no less stringent than those in the Subscription Agreement.
7.3 Compelled Disclosure. Each party is permitted to disclose Confidential Information if compelled by applicable law or a binding decision or order by any authority, regulator, governmental body, or court of competent jurisdiction. Prior to making any such disclosure, the relevant party shall, to the extent possible, provide the other party with notice of the compelled disclosure proceeding and cooperate in any effort to obtain confidential treatment of the Confidential Information. If such effort is unsuccessful, the relevant party may produce only such Confidential Information as is required by the compelled disclosure proceeding.
7.4 Return of Confidential Information. At either party’s request upon termination of the Subscription Agreement, the other party will promptly return or destroy all Confidential Information (including any copies thereof) in its possession or control, except that the other party may retain (i) any copies required to be retained under applicable law, and (ii) copies in backup or archive media created in the ordinary course of business; provided in each case that the obligations of confidentiality hereunder will continue to apply to such retained copies.
7.5 Information Security. Each party must implement reasonable and appropriate measures designed to help secure access to and use of Confidential Information. MTech is SOC2 Type 2 certified and shall maintain the certification, or a corresponding certification or standard, throughout the term of the Subscription Agreement.
8. Indemnification
8.1 Indemnification by MTech. MTech shall defend Subscriber against any third‑party claim alleging that Subscriber’s use of the Subscription Services in accordance with the Subscription Agreement infringes any Intellectual Property Rights of such third party and will indemnify Subscriber against any damages actually awarded against Subscriber resulting from such claim. Notwithstanding the foregoing, MTech will not have an obligation to indemnify or defend Subscriber to the extent the applicable claim is attributable to (i) any materials, data, or technology not provided by MTech either alone or in combination with the Subscription Services, (ii) Subscriber Data, or (iii) any modifications to the Subscription Services or other use of the services in violation of the Subscription Agreement.
8.2 Infringement Claims. If Subscriber’s use of the Subscription Services results (or in MTech’s opinion is likely to result) in an infringement claim, MTech may either (i) substitute functionally similar products or services, (ii) procure for Subscriber the right to continue using the Subscription Services, or (iii) if neither (i) and (ii) are commercially reasonable, terminate the Subscription Agreement and refund Subscriber any prepaid unused fees.
8.3 Indemnification by Subscriber. Subscriber shall defend MTech against any third‑party claim arising from or relating to Subscriber Data that is in violation of any term or condition of the Subscription Agreement or that Subscriber knew or reasonably should have known was likely to lead to violating Subscriber Data and indemnify MTech against any damages actually awarded against MTech resulting from such claim.
9. Warranties
9.1 Machine Learning Limitations and Responsibilities. Machine learning and artificial intelligence are rapidly evolving fields of technology. MTech is constantly working to make machine learning and artificial intelligence features within the Subscription Services more accurate, reliable, safe, and beneficial. However, given the probabilistic nature of machine learning, use of the Subscription Services may in some situations result in incorrect output that does not accurately reflect real people, places, or facts. Subscriber is responsible for evaluating the accuracy and quality of output as appropriate for its use case, including by using human review of the output. Subscriber is also responsible for the lawfulness of the Subscriber Data, including for verifying that its use of Subscriber Data does not infringe upon any third party’s rights.
9.2 Warranty. MTech warrants during the Subscription Term that the Subscription Services will conform materially in accordance with the specifications provided by MTech. Subscriber’s sole and exclusive remedies for a breach of this Section shall be to (i) request a remedy of the breach, and (ii) if remedial action is not taken or possible and the breach is material, exercise its termination rights under Section 4.2.
9.3 Disclaimer. EXCEPT FOR THE WARRANTIES IN THIS SECTION, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND MTECH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, NON‑INFRINGEMENT, AND TITLE. MTECH DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, COMPATIBLE WITH ANY SYSTEM OR SOFTWARE, WILL ACHIEVE ANY INTENDED RESULT, OR BE FREE OF HARMFUL CODE.
10. Limitation Of Liability
10.1 Exclusion of Indirect Damages. MTECH SHALL NOT BE LIABLE UNDER THE SUBSCRIPTION AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, LOSS OF DATA, LOST OPPORTUNITIES, OR COST OF SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH THE SUBSCRIPTION AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 Limitation of Liability. OTHER THAN WITH RESPECT TO DAMAGES ARISING OUT OF MTECH’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, MTECH’S AGGREGATE LIABILITY UNDER THE SUBSCRIPTION AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID TO MTECH IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE CLAIM.
10.3 Affiliate Use. MTech acknowledges that the Subscription Services may be used by Subscriber’s affiliates as set out in any SOW, and the limitation of liability under the Subscription Agreement shall extend to damages suffered by such affiliates. Subscriber is liable for its affiliates’ use of the Subscription Services in compliance with the Subscription Agreement as if they were “Subscriber” hereunder. Any claims arising under the Subscription Agreement may only be brought by Subscriber and not by its affiliates.
11. Miscellaneous
11.1 Entire Agreement and Precedence. The Subscription Agreement supersedes in full all prior discussions and agreements, oral and written, between the parties and constitutes the entire understanding of the parties relating to the subject matter hereof. The terms of the Subscription Agreement will prevail over any additional, conflicting or inconsistent terms, whether appearing on any purchase order or any other document or agreement furnished by Subscriber, and any such terms will have no force and effect, notwithstanding MTech’s acceptance or execution thereof.
11.2 No Partnership. The Subscription Agreement does not create a partnership, joint venture, or agency relationship between the parties or their respective affiliates. The parties are independent from each other, and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
11.3 Notices. All notices, permissions, and approvals shall be in writing and shall be deemed to have been given upon (i) personal delivery, (ii) the second business day after mailing, or (iii) the day of sending by email. All notices under the Subscription Agreement or a SOW shall be provided to the Parties’ respective contact person as specified in the relevant SOW.
11.4 No Waiver. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed to constitute a waiver of such right or any other rights hereunder. No consent to a breach of any express or implied term of the Subscription Agreement shall constitute consent to any prior or subsequent breach.
11.5 Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of the Subscription Agreement shall be valid and enforceable to the fullest extent permitted by applicable law.
11.6 Assignment. Neither party may assign any of its rights or obligations under the Subscription Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld) provided, however, that MTech may assign the Subscription Agreement in its entirety, without the Subscriber’s consent, (i) to its affiliate, or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
11.7 Amendments. MTech may amend these Standard Terms from time to time by posting the amended version on its website. Such amendment shall be deemed accepted by Subscriber and become effective (i) upon posting, where the amendments are made to comply with mandatory law, or (ii) at the start of the next Subscription Term for any other amendments.
11.8 Force Majeure. In no event shall either party be liable to the other party for any failure or delay in performing its obligations under the Subscription Agreement (except for any obligations to make payments) if such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
11.9 Export Regulations. Subscriber shall not use the Subscription Services in violation of any applicable export control legislation or trade sanctions.
11.10 Subcontractors. MTech may, subject to Section 7 and, in relation to the processing of personal data, the DPA, use subcontractors for the provision of the Subscription Services.
11.11 Publicity. Unless otherwise notified by Subscriber to MTech, Subscriber agrees to MTech using Subscriber’s name and logo in its marketing materials, including on its website, and as a reference in communications with potential customers to identify Subscriber as a user of the Subscription Services.
11.12 Equitable Relief. Each party acknowledges that a breach or threatened breach of its obligations under Section 7, or for Subscriber, Section 2.4, may cause the other party irreparable harm for which monetary damages may not be an adequate remedy. Accordingly, the non‑breaching party may seek equitable relief (including injunction, restraining order, specific performance, and any other relief that may be available from any court) without posting bond or proving actual or monetary damages, in addition to any other available remedies.
12. Governing Law and Dispute Resolution
12.1 Governing Law. The Subscription Agreement shall be governed by the substantive laws of the State of Georgia without regard to any conflict‑of‑law or choice‑of‑law rules.
12.2 Dispute Resolution. Any dispute, controversy or claim arising out of or in connection with the Subscription Agreement, or the breach, termination, enforcement, interpretation or invalidity thereof, including the determination of the scope or applicability of the Subscription Agreement to arbitrate, shall be determined through confidential binding arbitration in Atlanta, Georgia before one (1) arbitrator and administered by the American Arbitration Association. The American Arbitration Association shall administer the confidential binding arbitration pursuant to its Commercial Arbitration Rules. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing. Judgment on the award may be entered in any court having jurisdiction. The parties intend that the rule of construction that provides that a document is construed against the maker thereof be inapplicable in the construction of any of the terms of the Subscription Agreement.