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Model Wiz Master Subscription Agreement


v1.0 updated March 24, 2024

This Model Wiz Master Subscription Agreement (the “Agreement”) is between Model Wiz Inc., a Delaware corporation located at 2 Colgate Rd, Great Neck NY, 11023 (“Model Wiz”) and each party (a “Customer”) that executes an Order Form for Model Wiz Products, defined below. This Agreement consists of these terms, each Order Form that has been executed by Model Wiz and Customer (each an “Order Form”) and all exhibits and amendment of any of the foregoing. By executing the initial Order Form, Customer agrees to all the terms set forth below.

  1. Definitions. 

    1. “Affiliate” means an entity controlling, controlled by or under common control with a party to this Agreement at any time during the term of this Agreement, for so long as such ownership and control exists, provided such entity is not a current or prospective competitor to Model Wiz or in the business of developing and offering products or technologies that are substantially similar to Products. 

    2. “Applicable Law” means each federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to a party. 

    3. Beta Features” means pre-production Product features, functionalities, and/or Modules.

    4. Customer Data” means all data entered by Customer into Products or pulled into the product via integrations.

    5. “Fees” means the fees charged by Model Wiz for Products described on each Order Form.

    6. “Prohibited Content” means content that: (a) is illegal under Applicable Law; (b) violates any third party’s intellectual property rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (c) contains indecent or obscene material; (d) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (e) promotes unlawful or illegal goods, services, or activities; (f) contains false, misleading, or deceptive statements; (g) contains any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms that would: (i) cause Products to cease functioning; (ii) in any way damage or corrupt data, storage media, programs, equipment, or communications; or (iii) otherwise interfere with the operations of Products, including, without limitation, trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices. 

    7. The “Product(s)” consists of: (a) Software provided by Model Wiz either as downloadable software or in a Software as a Service mode and all improvements, enhancements or modifications thereto, (b) support services, and (c) setup services identified on the Order Form. 

    8. “Software” means the proprietary source and object code, underlying structure, ideas, know-how, algorithms and AI models underlying and used to provide Products. 

    9. “User(s)” means employees, contractors, or agents authorized by Customer to access and use Products under its account. 

  2. Use of Products. 

    1. Use Rights. During each subscription term, Model Wiz will provide to Customer the Products identified on each Order Form. Customer may use Products to support its internal business operations subject to the terms of this Agreement and the Order Form. Customer may at any time subscribe to use additional Products on execution of a new Order Form. 

      1. When Customer purchases SaaS subscriptions Model Wiz grants Customer the right to access and use the SaaS versions of Products listed on the Order Form, in accordance with this Agreement. 

      2. When Customer purchases Software subscriptions, Model Wiz grants Customer a license to download, install and use the downloaded versions of Products listed on the Order Form, in accordance with this Agreement. Model Wiz, and make a reasonable number of copies of Software in order to support such usage. 

    2. Embedded Deployments. If so specified in the applicable Order Form or Addendum, Customer may offer Products to its customers ("Clients”) as part of an integrated product, subject to: (a) a written agreement with each end-customer that conditions its authorization to use the Product on its acceptance of the terms found at, and (b) Model Wiz’s prior approval of the integrated product and use case proposed by Customer for its Clients. Customer may not accept, and acknowledges that Model Wiz will not be bound by, any terms or conditions with Clients that modify, add to or change in any way this Agreement (including any Order Form). Customer is responsible for providing first-level support to Clients regarding Product-related issues; Model Wiz will provide support only to Customer regarding such Model Wiz Product. Customer is responsible for Clients’ use of the Products under this section in a manner that conforms with the documentation and restrictions set forth in this Agreement. To the extent Model Wiz reasonably believes that Customer is not in compliance with this Section 2.2, Model Wiz shall have the right to immediately suspend Customer’s use of the embedded Products and will provide notice of any such suspension.

    3. Subscription Term. Customer’s Product subscription is for the time period specified in the Order Form, or if no such term is stated, then for one year, in either case subject to the provisions of this Agreement. 

    4. Renewal. The subscription term will automatically renew for additional one year periods unless either party gives the other written notice of non-renewal at least 30 days prior to expiration of the then-current term, so long as Model Wiz makes Products available. Model Wiz will invoice Customer for each renewal period at least 30 days prior to expiration of each subscription term. 

    5. Orders by Affiliates. Customer’s Affiliates may order separate Product subscriptions on execution of additional Order Forms referencing this Agreement. On execution of an Order Form by Model Wiz and the Affiliate, the Affiliate will be bound by the provisions of this Agreement as if it were an original party hereto.  

    6. Support. Support consists of problem diagnosis and resolution of errors in Products within a time reasonable under the circumstances and considering the impact of the problem on Customer. Support is available between 9:00 AM and 5:00 PM Eastern Time, Monday through Friday, not including US holidays.

    7. Beta Features. From time to time, Model Wiz may invite Customer to try Beta Features. Customer may accept or decline any such trial in its sole discretion. Beta Features are for evaluation purposes only and not for production use, are not supported, and may be subject to additional terms. Model Wiz disclaims any warranties for Beta Features, may discontinue Beta Features at any time in its sole discretion and may never make them generally available. 

    8. Customer Data Export and Deletion. During the subscription term Customer may export Customer Data from SaaS Products at any time. After Customer’s subscription ends, Model Wiz will revoke access to the account and delete any stored Customer Data in accordance with its standard schedule and procedures, and in any case within a maximum of 30 days from the subscription end date. If Customer elects to proactively delete its account at any time, all associated Customer Data will be deleted permanently and cannot be retrieved.

  3. Customer Obligations. 

    1. Limitations on Use. Customer will not and will not authorize, permit, or encourage any User or any third party to: (a) allow anyone other than Users to access and use Products; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discern, access or download the source code or interface protocols of Products; (c) modify, adapt, or translate Products; (d) make any copies of Products except as described in Section 2.1(b) above; (e) resell, distribute, or sublicense Products, or use any of the foregoing for the benefit of anyone other than Customer and its Users; (vi) remove or modify any proprietary markings or restrictive legends placed on Products; (vii) use Products in violation of any Applicable Law, in order to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (viii) introduce, post, or upload to Products any Prohibited Content. 

  4. Ownership Rights

    1. No Ownership Assignment. This Agreement is for SaaS use rights. Neither party will assign ownership rights in any of its assets to the other pursuant to this Agreement, and neither party grants the other any rights or licenses not expressly set out in this Agreement.

    2. What Customer Owns. Customer owns all right, title and interest in and to the Customer Data as well as any data generated by Customer through its use of the Products, and all intellectual property rights related to any of the foregoing. 

    3. What Model Wiz Owns. Model Wiz owns and retains all right, title and interest in and to: (a) Products and Software, and (b) all intellectual property rights related thereto.

  5. Payment Terms.

    1. Payment Terms. Model Wiz will bill through an invoice. Full payment for invoices issued in any given month must be received by Model Wiz within 30 days after Customer’s receipt of Model Wiz’s invoice, which may be sent by email. Except as otherwise provided herein all fees are noncancelable and nonrefundable. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Products. If Customer believes that Model Wiz has billed Customer incorrectly, Customer must contact Model Wiz no later than 60 days after the date of the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Model Wiz’s customer support department. Without limiting its other remedies, Model Wiz may suspend Products for nonpayment of fees.

    2. Taxes. Customer is responsible for any sales, use, value added, excise, property, withholding or similar tax and any related tariffs, and similar charges, except taxes based on Model Wiz’s net income. If Customer is required to pay any such taxes, Customer shall pay such taxes with no reduction or offset in the amounts payable to Model Wiz hereunder. If an applicable tax authority requires Model Wiz to pay any taxes that should have been payable by Customer, Model Wiz will advise Customer in writing, and Customer will promptly reimburse Model Wiz for the amounts paid. 

  6. Warranties. 

  1. Authority. Each of Model Wiz and Customer represents and warrants that: (a) it has the full right, power and authority to enter into and fully perform this Agreement; (b) the person signing this Agreement on its behalf is a duly authorized representative of such party who has in fact been authorized to execute this Agreement; (c) its entry herein does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation and shall continuously remain in good standing during the term of this Agreement.

  1. Model Wiz further warrants that: 

    1. Product Operation. The Product will operate substantially in conformity with Model Wiz’s documentation.

    2. Protection of Customer Data. Model Wiz will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data in accordance with industry standards, and will protect personal data provided by Customer in accordance with Model Wiz’s Data Processing Addendum found at [] which is incorporated herein by reference. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Model Wiz personnel except: (a) to provide Products and to prevent or address service or technical problems, or (b) as Customer expressly permits in writing.

  2. Disclaimers. 



  1. Confidential Information 

    1. Confidential Information. Subject to the limitations in Section 7.2, all information disclosed by one party to the other party during the term of this Agreement, whether in oral, written, graphic or electronic form, shall be deemed to be “Confidential Information”. Confidential Information of Model Wiz includes non-public information regarding features, functionality and performance of Products. Confidential Information of Customer includes all Customer Data. 

    2. Exceptions. Confidential Information does not include information which: (a) is part of the public domain at the time of disclosure; (b) becomes a part of the public domain through no fault of the receiving party or persons or entities to whom the receiving party has disclosed, transferred or permitted access to such information; (c) becomes available to the receiving party on a non-confidential basis from a source legally entitled to share the information without confidential treatment; (d) is independently developed by the receiving party without use of or access to the disclosing party's Confidential Information; or (e) is released from the confidentiality obligations herein by written consent of the disclosing party.

    3. Nondisclosure. Each party covenants that it will not disclose any Confidential Information of the other party to any person or entity except: (a) to agents of the receiving party who have a need to know such information, who are subject to confidentiality agreements with the receiving party at least as protective of the disclosing party’s Confidential Information as this Agreement, or (b) pursuant to the terms of a valid and effective subpoena or court order, provided that the receiving party immediately notifies the disclosing party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the disclosing party may seek appropriate protective action. Neither party may use the other party's Confidential Information in any directly competitive manner or for any purpose other than to exercise its rights and comply with its obligations under this Agreement.

    4. Return; Destroy; Protect. On the disclosing party’s request, the receiving party must return or destroy all Confidential Information of the disclosing party which has been supplied to or acquired by the receiving party other than: (a) records the receiving party has a separate legal right or obligation to retain; and (b) copies of Confidential Information created in the ordinary course of the receiving party’s business and retained in accordance with its internal document retention and information technology policies. To the extent the receiving party retains information disclosed by the disclosing party, the receiving party will continue to protect such information in accordance with Section 7.3: (x) for so long as it meets the definition of Confidential Information above; (y) if it constitutes a trade secret or personal data for so long as required under Applicable Law.

    5. Customer Identification. Model Wiz may identify Customer as a user of Products and may use Customer’s name and logo in Model Wiz’s customer list, press releases, blog posts, advertisements, and website. 

  2. Indemnification

    1. Indemnification by Model Wiz. 

      1. Model Wiz at its own expense will defend, indemnify and hold harmless Customer, its affiliates, successors, assigns, members, shareholders, officers, directors and agents (“Related Parties”) against all liabilities, damages, fines, judgments, settlements, costs and expenses (including reasonable attorney’s fees and disbursements) (“Costs”) arising from or relating to claims, demands, suits, actions or proceedings made or brought by third parties against Customer and its Related Parties (collectively, “Claims”) alleging that the Products infringes such third party’s trademark or copyright arising under the laws of the United States, or that Model Wiz misappropriated such third party’s trade secrets in the development of the Products. 

      2. If use of the Products by Customer has become or, in Model Wiz’s opinion, is likely to become, the subject of any infringement Claim, Model Wiz may at its option and expense: (i) procure for Customer the right to continue using Products as set forth herein; (ii) modify Products to avoid the infringement; or (iii) if the foregoing options are not reasonably practicable, terminate this Agreement and refund Customer any unused pre-paid fees for periods following the termination date. This Section 8.1 states Customer’s exclusive remedy for any infringement claim.

      3. Model Wiz will have no liability or obligation with respect to any Claim if such Claim is caused by: (i) use of the Products by Customer not in accordance with this Agreement; (ii) the combination, operation, or use of the Products with other products or services where Products would not by itself be infringing, and such combination, operation, or use is not authorized by Product documentation; or (iii) Customer Data or Beta Features.

    2. Indemnification by Customer. Customer at its own expense will defend, indemnify and hold harmless Model Wiz and its Related Parties against any Costs arising from or relating to Claims alleging that Customer Data or Customer’s use of Products violates Applicable Laws. 

    3. Indemnification Procedure. 

      1. Promptly after a party seeking indemnification learns of the existence or commencement of a Claim, the indemnified party must notify the other party of the Claim in writing. The indemnifying party’s indemnity obligations will be waived only if and to the extent that its ability to conduct the defense are materially prejudiced by the indemnified party’s failure to give notice. 

      2. The indemnifying party will at its own expense assume the defense and settlement of the Claim with counsel reasonably satisfactory to the indemnified party. The indemnified party: (i) may join in the defense and settlement of the Claim and employ counsel at its own expense, and (ii) will reasonably cooperate with the indemnifying party in the defense and settlement of the Claim. 

      3. The indemnifying party may not settle any Claim without the indemnified party’s written consent unless the settlement: (i) includes a release of all Claims; (ii) contains no admission of liability or wrongdoing by the indemnified party; and (iii) imposes no obligations upon the indemnified party other than an obligation to stop using any infringing items. 

      4. The indemnified party must mitigate the damages or other losses that would otherwise be recoverable from the indemnifying party, including by taking actions to reduce or limit the amount of damages and/or other losses incurred. 

  3. Limitations of Liability. 

    1. No Consequential Damages. In no event shall either party or its Related Parties be liable for any indirect, incidental, special or consequential damages, including without limitation procurement of substitute products or services or loss of profits, revenue, data or data use, even if such party has been advised of the possibility of such damages. Nothing in this Agreement will limit Customer’s liability for misappropriation of Model Wiz’s intellectual property rights in the Products.

    2. Direct Damages. The aggregate, cumulative liability of each party and its Related Parties under this Agreement shall be limited to the Fees paid or payable by Customer to Model Wiz during the twelve month period prior to the event giving rise to any claim, or $100 if Customer is using a trial of a Product. The foregoing shall not limit Customer’s payment obligations. 

  4. Term and Termination.

    1. Term. This Agreement will continue from the Effective Date until the earlier of: (a) the expiration of all Product subscriptions, or (b) termination pursuant to Section 10.2 below. 

    2. Termination for Cause. In addition to any other remedies it may have, either party may terminate this Agreement upon written notice if the other party: (a) materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within 30 days after written notice describing the breach; or (b) files for bankruptcy or is the subject of an involuntary filing in bankruptcy (in the latter case, which filing is not discharged within 60 days) or makes an assignment for the benefit of creditors or a trustee is appointed over all or a substantial portion of its assets. If Model Wiz terminates this Agreement for Customer’s breach, Customer remains obligated to pay the balance due on Customer’s account for the remainder of the Term, computed in accordance with the applicable Order Form(s), and will be billed for such unpaid fees. 

    3. Effect of Termination. On termination of a subscription term or this Agreement, Customer must cease using the Products as of the effective date of termination.

    4. Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.


    1. No Agency. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever to any third party. 

    2. Notices. All notices under this Agreement must be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested to each party at its respective address provided in the Order Form or this Agreement. 

    3. Enforceability. If any provision of this Agreement is adjudicated invalid or unenforceable, this Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this Agreement prohibited or unenforceable in any respect. 

    4. Force Majeure. If the performance of this Agreement or any obligations (other than payment obligations) hereunder is prevented or interfered with by any act or condition beyond the reasonable control of a party hereto, that party upon giving prompt notice to the other party shall be excused from such performance during such occurrence.

    5. Assignment. This Agreement may not be assigned by either party without the other party’s consent, whether by operation of law or otherwise; provided that either party may assign this Agreement without the other party’s consent to its successor in the event of a merger, acquisition or sale of all or substantially all of the assets of such party. Any other purported assignment shall be void.

    6. Integration. This Agreement is the complete statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. This Agreement shall supersede the terms of any purchase order or other business form. If accepted by Model Wiz in lieu of or in addition to Model Wiz’s Order Form, Customer’s purchase order shall be binding only as to the following terms: (a) the Products ordered and (b) the appropriately calculated fees due. Other terms shall be void. 

    7. Amendment; Waiver. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party; provided that from time to time Model Wiz may modify this Agreement and changes will become effective for Customer on the earlier of: (a) Customer’s next subscription renewal date, and (b) execution by both parties of a new Order Form regarding the Products. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. A User’s consent to Model Wiz’s online terms as part of their account setup process will not amend an agreement for Products executed by Model Wiz and Customer, whether such consent is prior or after the effective date of the signed agreement.

    8. Governing Law and Jurisdiction; Attorney Fees. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Any legal action relating to this Agreement must be brought in the federal or state courts in the Northern District of California, U.S.A., and the parties agree to the exercise of jurisdiction by such courts. In the event of any action, suit or proceeding related to this Agreement, the prevailing party, in addition to its rights and remedies otherwise available, shall be entitled to receive reimbursement of reasonable attorney’s fees and expenses and court costs.

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