This Software as a Service Master Subscription Agreement ("Agreement") is entered into by and between:
Licensor: Wilkerson Security Solutions, LLC, a Pennsylvania limited liability company ("Licensor"); and
Licensee: The individual or legal entity accessing or using the Software ("Licensee").
By accessing or using the Software, Licensee agrees to be bound by the terms of this Agreement. If Licensee enters into a Service Order with Licensor, the terms of that Service Order shall incorporate this Agreement by reference.
This Agreement governs Licensee's access to and use of Licensor's proprietary Software-as-a-Service platform. Specific subscription terms, including license duration, number of users, and pricing, will be defined in one or more Service Orders executed or electronically accepted by the Parties.
"Software" means the cloud-based platform developed by Licensor for PII mitigation, social media monitoring, and client tracking, including tools for automated PII discovery, manual opt-out tracking, and forum/social media mention monitoring.
"Service Order" means a written or electronic order executed or accepted by both Parties that references this Agreement and sets forth subscription terms, including user limits, subscription duration, pricing, and other service-specific terms.
"Users" means individuals authorized by Licensee to access the Software pursuant to an applicable Service Order.
Subject to the terms of this Agreement and the applicable Service Order, Licensor grants Licensee a limited, non-exclusive, non-transferable, and revocable right to access and use the Software for Licensee's internal business purposes.
Licensee shall not:
Licensee is responsible for compliance with all data privacy and security regulations (e.g., GDPR, CCPA) related to its use of the Software. Licensee must ensure it has lawful grounds to process any personally identifiable information ("PII") entered into the Software.
Licensee determines what data is input into the Software. Upon expiration or termination of a subscription, Licensee may export its data. Licensor will delete stored data within a reasonable period unless otherwise required by applicable law or as specified in a Service Order.
Licensor uses industry-standard technical and organizational measures to protect data, including encryption in transit and at rest, access controls, and credential management.
Licensor will notify Licensee within seventy-two (72) hours of becoming aware of a confirmed data breach that impacts Licensee data.
Licensor will use commercially reasonable efforts to maintain Software availability, excluding scheduled maintenance or outages outside Licensor’s control. Support terms, if any, may be specified in the Service Order.
Licensor retains all right, title, and interest in and to the Software, including all code, documentation, and enhancements. No rights are transferred to Licensee beyond those explicitly granted in this Agreement or a Service Order.
Any feedback or suggestions submitted by Licensee may be used by Licensor without restriction or compensation.
This Agreement remains in effect until terminated. Either Party may terminate this Agreement or an active Service Order upon written notice if the other Party materially breaches its obligations and fails to cure within thirty (30) days.
Upon termination of a Service Order, access to the Software under that Service Order will cease. Sections intended to survive termination (e.g., Intellectual Property, Confidentiality, Limitation of Liability) will remain in effect.
Fees and billing terms are set forth in each applicable Service Order. Unless otherwise stated, fees are non-refundable. Late payments may incur interest as detailed in the applicable Service Order.
To the maximum extent permitted by law, Licensor is not liable for indirect, incidental, special, or consequential damages. Licensor’s aggregate liability for all claims arising under this Agreement or any Service Order shall not exceed the total fees paid by Licensee in the twelve (12) months preceding the event giving rise to liability.
Licensee agrees to indemnify Licensor against claims arising from its misuse of the Software or breach of applicable laws.
This Agreement is governed by the laws of the Commonwealth of Pennsylvania. Any dispute shall be resolved in the courts of Allegheny County, Pennsylvania.
By using the Software, Licensee acknowledges and agrees to be bound by this Agreement.