Master Services & Subscription Agreement

This Master Services & Subscription Agreement (this “Agreement”) is entered into between Khor Developer LLC (the “Company”) and the entity or individual accepting this Agreement (“Customer”), along with any authorized users designated by the Customer (“Licensees”). This Agreement governs access to and use of the Khor Developer Software, including the Excel Add-In and any associated workbook templates, media, documentation, updates, upgrades, bug fixes, enhancements, or new versions provided by Khor Developer (collectively, the “Product”). Each of Company, Customer and Licensee is a “Party”, and together, the “Parties”.

BY ACCEPTING THIS AGREEMENT—EITHER BY (i) PROCESSING PAYMENT FOR THE PRODUCT (FOR CUSTOMERS), OR (ii) INSTALLING OR USING THE PRODUCT (FOR LICENSEES), CLICKING A BOX INDICATING ACCEPTANCE, OR OTHERWISE AFFIRMATIVELY INDICATING ACCEPTANCE—YOU:

  1. ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT;

  2. REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR YOUR ORGANIZATION;

  3. UNDERSTAND THAT THE CUSTOMER IS RESPONSIBLE FOR PAYMENT OF THE ONGOING SUBSCRIPTION FEES TO LICENSE THE PRODUCT;

  4. AGREE THAT THE LICENSEE’S RIGHT TO USE THE PRODUCT IS CONDITIONED ON THE CUSTOMER’S ACTIVE SUBSCRIPTION AND CONTINUED PAYMENT OF SUBSCRIPTION FEES;

  5. AGREE TO BE BOUND BY THIS AGREEMENT AND THE PRIVACY POLICY OF KHOR DEVELOPER LLC, AVAILABLE AT: https://www.khordeveloper.com/privacy-policy.

IF THE CUSTOMER’S SUBSCRIPTION EXPIRES OR IS TERMINATED, ALL ASSOCIATED LICENSEES WILL IMMEDIATELY LOSE ACCESS TO THE PRODUCT.

IF YOU DO NOT AGREE TO THESE TERMS, CLICK 'CANCEL' AND DO NOT INSTALL, USE THE PRODUCT, OR COMPLETE THE PAYMENT PROCESS.

 

1. Definitions

“Customer” means the entity or individual that purchases a Subscription for the Product and is responsible for maintaining payment. Customer may designate one or more Licensees to use the Product under the Customer’s Subscription.

“Licensee” means an individual user authorized by the Customer to install and use the Product. The Licensee's access to the Product is contingent upon the Customer's active Subscription and continued payment of Subscription fees.

“Product” means the Khor Developer Software, including the Excel Add-In and any associated workbook templates, media, documentation, updates, upgrades, bug fixes, enhancements, or new versions provided by Company.

“Subscription” means the recurring payment made by the Customer to maintain access to the Product, which is required for the Licensee to use the Product.

“Term” means the period for which the Customer and Licensees are granted access to the Product, contingent on the Customer’s active Subscription and continued payment of Subscription fees.

"Receiving Party" refers to the Party that receives Confidential Information from the Disclosing Party under this Agreement.

"Disclosing Party" refers to the Party that discloses Confidential Information to the Receiving Party under this Agreement.

 

2. Product Rights and Usage Restrictions

2.1 License Grant. Subject to the terms of this Agreement, Company grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to install and use the Product subject to any other restrictions or limitations identified in this Agreement together with the Documentation for Customer's own internal business purposes.

2.2 Responsibility. Licensee is responsible for complying with all provisions of this Agreement that apply to them. The Customer is responsible for all activity conducted under its registered Licensee accounts, including any actions or omissions by its assigned Licensees. The Customer must ensure that all Licensees comply with this Agreement and shall be liable for any breach of the Agreement by a Licensee as if it were the Customer’s own breach.

2.3 Restricted Uses. Except as explicitly provided in this Agreement or as permitted by applicable law, Licensee will not, and will not permit or authorize third parties to: (a) rent, lease, sublicense, or otherwise allow third parties or unauthorized individuals to access or use the Product, including any related documentation, unless expressly authorized by Company; (b) use the Product to provide services to third parties, such as operating a service bureau, providing training, or offering any commercial services, except as expressly permitted by Company; (c) use the Product for benchmarking purposes or in connection with the development of any product that is competitive with, or derived from, the Product or any other product offered by Company; (d) circumvent, disable, or interfere with any security features or technological protections of the Product, or engage in any activities that could compromise the security, integrity, or availability of the Product or Company’s systems; (e) modify, translate, reverse-engineer, decompile, disassemble, or attempt to derive the source code, underlying algorithms, architecture, or structure of the Product, except as expressly permitted by law; (f) use any script, bot, crawler, automation tool, or other unauthorized means to interact with, extract data from, or manipulate the Product; (g) provide access to, or distribute, any output generated by the Product (e.g., reports, data, or other content) to any individual who is not a Licensee as defined under this Agreement; (h) use the Product in a manner that places an undue burden on Company’s servers, systems, or resources, or otherwise interferes with Company’s ability to provide the Product to other authorized users;

2.4 License Account Usage and Transfer. License accounts cannot be shared or used by any individual who is not the license recipient Customer has indicated to the Company. License accounts may be reassigned to new Licensees who replace former Licensees. Licensees cannot transfer their rights under this Agreement. Only Customers may request reassignment of a license to a new user, subject to Company’s approval. Any reassignment of a license to a new Licensee does not change Customer’s payment obligations.

2.5 Product Documentation. If the Product comes with any user guides, manuals, help files, or other related documentation (collectively, "Documentation"), Company grants Licensee a non-exclusive, non-transferable license to use such Documentation solely to support Licensee's authorized use of the Product under this Agreement. This license does not permit any other use of the Documentation outside of the rights explicitly granted to Licensee under this Agreement.

2.6 Third-Party Software. This Agreement does not grant any rights to Microsoft Excel or other third-party platforms required to use the Product. Licensee is responsible for obtaining any necessary third-party licenses.

2.7 Compliance with Applicable Laws. Licensee agrees to use the Product and associated Documentation in accordance with all relevant local laws, regulations, and industry standards. This includes ensuring that any data processed via the Product is done so legally and ethically, respecting applicable privacy and data protection regulations.

2.8 Prevention of Unauthorized Use. Licensee is responsible for ensuring that no unauthorized individuals access or use the Product or Documentation. If Customer or Licensee becomes aware of any unauthorized use, they must immediately notify Company and take necessary steps to prevent further unauthorized access. This includes terminating access to the Product for any individual who should not have it.

2.9 Ownership and Intellectual Property. Company retains all rights, title, and interest in the Product, including any associated intellectual property rights. Licensee’s rights to use the Product are strictly limited to those explicitly granted under this Agreement. Licensee agrees not to take any action that could impair the Company’s intellectual property rights or otherwise negatively impact the Company’s ownership of the Product.

2.10 Feedback. If Licensee provides any feedback, suggestions, or ideas regarding the Product, the Company is free to use that feedback at its discretion, without compensation to the Licensee. Licensee acknowledges that the Company may incorporate such feedback into future versions of the Product or other related products.

2.11 Licensee Data. Licensee retains ownership of any data they input into the Product ("Licensee Data"). By using the Product, Licensee grants Company a license to process and use this data to fulfill obligations under this Agreement. Licensee acknowledges that the Company may use aggregated, anonymized data for business purposes, such as improving the Product or developing new features. Licensee represents that they have the necessary rights to provide the Company with the data and that its use does not violate any third-party rights.

2.12 Data Protection Acknowledgment. Licensee is responsible for complying with applicable data protection laws related to the data they process through the Product. If Licensee’s data includes any personal data, they must ensure that it is handled in compliance with relevant privacy laws. If Licensee is located in jurisdictions with specific privacy regulations (e.g., California's CCPA), they must comply with those laws when using the Product. Company will take reasonable steps to ensure that data is securely handled and will notify Licensee if there are any significant changes to how data is processed.

 

3. Fees and Payment

3.1 Subscription Fees and Payment Terms. Customer agrees to pay the Subscription fees as specified at the time of purchase. Payment is processed through Stripe (https://stripe.com/) via a secure payment link provided by Company. By completing the payment process, Customer authorizes Company to charge the designated payment method on a recurring monthly basis until the Subscription is canceled. Customer may cancel the Subscription at any time, and no further charges will be incurred after the current billing period ends. However, payments already made are non-refundable, and Licensee access to the Product will continue until the end of the paid Subscription period.

3.2 Late Payments and Failed Transactions. If a payment attempt is unsuccessful, Customer will be notified and must update their payment information promptly. Company reserves the right to suspend or terminate access to the Product if payment is not received within a reasonable time.

3.3 Taxes. All applicable taxes, fees, or governmental charges related to Customer’s purchase and use of the Product are the sole responsibility of Customer. Company will collect and remit taxes where required by law.

 

4. Term and Termination                 

4.1 Term. This Agreement remains in effect as long as Licensee has access to the Product. Licensee access is contingent on Customer maintaining an active Subscription and making timely payments.

4.2 Termination by Customer. Customer may terminate its Subscription at any time. If the Customer’s Subscription is terminated, expires, or becomes invalid, Licensee access to the Product will be revoked immediately. Upon termination, Licensee must stop using the Product and either return or destroy all copies of the Product and related documentation. Company may require Customer to confirm in writing that they have complied with these obligations. Failure to do so may result in enforcement action by Company.

4.3 Termination by Company. Company may terminate this Agreement immediately if Customer or Licensee violates any material term, including unauthorized use of the Product or any action that threatens the security, functionality, or integrity of the Product. If the Agreement is terminated, Licensee must immediately stop using the Product and return or destroy all copies, including related documentation. Company may also terminate an individual Licensee’s access to the Product without impacting the Customer’s Subscription status. In this event, the individual Licensee must immediately stop using the Product and return or destroy all copies, including related documentation, and the Customer can transfer the license (see Section 2.4). Company may also require Customer to provide written confirmation that they have complied with these requirements.

4.4 Termination for Non-Payment. If Customer fails to make timely payments, Licensee access to the Product may be suspended. If payment is not received within 30 days, Company may permanently revoke Licensee access and terminate this Agreement.

4.5 Termination for Legal Compliance. Company may terminate this Agreement if it determines, in its sole discretion, that continued access to the Product would violate any applicable law, regulation, or court order.

4.6 Post-Termination Obligations. If this Agreement is terminated or expires, Licensee must immediately stop using the Product, return or destroy all copies of the Product and related documentation, and confirm compliance in writing if requested by Company. Failure to comply may result in legal action or other enforcement measures.

4.7 Survival. Certain provisions of this Agreement will remain in effect even after termination, including those related to intellectual property, confidentiality, limitation of liability, indemnification, and any other necessary provisions.

 

5. Confidentiality

5.1 Definition of Confidential Information. For the purposes of this Agreement, "Confidential Information" refers to any information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the context of its disclosure. This includes, but is not limited to, business strategies, technical data, product designs, financial information, client lists, and any proprietary software or materials related to the Product. Confidential Information also includes any data provided by Customer or Licensee, system architectures, source code, product documentation, and any other sensitive material. Confidential Information does not include information that: (a) becomes publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party’s possession before it was disclosed by the Disclosing Party; (c) is received from a third party who is not under a confidentiality obligation; or (d) is independently developed by the Receiving Party without reference to the Confidential Information.

5.2 Obligations of the Receiving Party. The Receiving Party agrees to: (a) treat all Confidential Information with the same level of care it uses to protect its own confidential and proprietary information, ensuring that at least reasonable safeguards are in place; (b) use the Confidential Information exclusively for the purpose of fulfilling the obligations under this Agreement; (c) limit the disclosure of Confidential Information to employees, agents, or contractors who have a legitimate need to know, and who are subject to confidentiality obligations at least as stringent as those set forth in this Agreement; (d) not use or exploit the Confidential Information for any other purpose without the prior written consent of the Disclosing Party; (e) promptly notify the Disclosing Party if there is any unauthorized use or disclosure of Confidential Information.

5.3 Protection of Customer Data. The Receiving Party acknowledges that Customer or Licensee data, including personal data and any other information associated with Licensee interactions with the Product, is highly sensitive. The Receiving Party agrees to maintain the privacy and integrity of such data by implementing appropriate measures to prevent unauthorized access or disclosure. This includes taking reasonable steps to ensure data security, including encryption, secure data storage, and adhering to applicable privacy laws and regulations.

5.4 Legal Disclosure. If the Receiving Party is required by law or court order to disclose Confidential Information, it shall notify the Disclosing Party promptly (to the extent permitted by law) to allow the Disclosing Party the opportunity to seek protective measures or otherwise prevent or limit such disclosure. If disclosure is required in a legal proceeding, the Receiving Party shall, at the Disclosing Party’s request and expense, cooperate with the Disclosing Party to contest the disclosure or to seek a protective order.

5.5 Residual Knowledge. Notwithstanding any confidentiality obligations, the Receiving Party may use any general knowledge, skills, or experience gained while performing its obligations under this Agreement. However, the Receiving Party will not use any specific Confidential Information in a manner that would infringe upon the confidentiality provisions of this Agreement.

5.6 Return or Destruction of Confidential Information. Upon termination of this Agreement or at the request of the Disclosing Party, the Receiving Party agrees to return or permanently destroy any Confidential Information, including copies, summaries, or other records that contain or reflect such information, unless retention of such information is required by law or agreed upon in writing by the Disclosing Party.

5.7 No Rights Granted. This Agreement does not grant the Receiving Party any rights or licenses, whether expressed or implied, to use the Confidential Information, except as explicitly permitted under this Agreement. All Confidential Information remains the exclusive property of the Disclosing Party.

 

6. Warranties and Disclaimers

6.1 Limited Warranties. Company guarantees that the Product, when first provided to Licensee, will work according to the instructions and specifications outlined in the Documentation for a period of 30 days (the “Warranty Period”). However, this warranty does not cover issues that arise because the Product has been modified by the Licensee, or any third party, or if the Product has been used with any software, hardware, or technology that was not provided by the Company. If a problem covered by this warranty happens, Licensee must inform the Company with enough details for the Company to recreate the issue. If the Company is notified in writing during the Warranty Period, the Company will either (a) fix the problem at no cost to Customer by providing updated instructions or guidance, or (b) accept the return of the Product and refund any fees paid by Customer, at which point Licensee’s right to use the Product will end. This is Customer’s only remedy for any issues covered by this warranty. Company is not responsible for any issues that are not reported during the Warranty Period or that are caused by Licensee modifications, misuse, or damage to the Product.

6.2 Mutual Warranties. Both Parties confirm that: (a) this Agreement has been properly signed and is legally binding, and (b) no third-party approval is needed for either Party to carry out the terms of this Agreement.

6.3 No Additional Warranties. Except for the warranties provided in Section 6 or in any separate order forms or addendums, Company makes no other guarantees or promises, either expressed or implied, about the Product. Company specifically does not guarantee that the Product will work for any particular purpose, that it will be free of errors, that it will always be available or uninterrupted, or that the Product will meet Customer or Licensee’s expectations. Company also makes no guarantees regarding the quality, accuracy, or completeness of any information provided through the Product, nor does it guarantee that Licensee’s experience will be free of issues. Company is not responsible for how Licensee uses the Product or the results from using it.

 

7. Indemnification

7.1 Indemnification by Company. Company agrees to defend and hold harmless Customer and Licensee from any claims, losses, or damages resulting from a third party's allegation that the use of the Product infringes upon their intellectual property rights, provided that Customer or Licensee promptly notifies Company of the claim, allows Company to control the defense and settlement of the matter, and assists as needed. While Company has full control over the defense, Customer or Licensee can participate at their own expense.

7.2 Company’s Indemnification Responsibility. Company will indemnify Customer and Licensee for any damages, costs, and legal fees incurred in defending or settling claims, as well as any final awards made against the Customer or Licensee in relation to the claim, as long as Company has agreed to defend the claim.

7.3 Exclusions from Indemnification. Company is not responsible for indemnification if the claim arises from: (a) the Product being used in combination with products not provided by Company; (b) modifications made to the Product by Licensee without the Company’s approval; or (c) the Product being used outside the agreed terms of the license.

7.4 Indemnification by Customer. Customer will defend and indemnify the Company against any claims arising from Licensee use of the Product or breach of this Agreement, including any costs or damages resulting from such claims.

 

8. Limitations of Liability

8.1 Disclaimer of Indirect and Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO CUSTOMER, LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL, DATA, OR REVENUE, BUSINESS INTERRUPTION, OR ANY OTHER SIMILAR DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Disclaimer of Data Loss, System Damage, and Security Risks. COMPANY SHALL NOT BE LIABLE FOR ANY LOSS, CORRUPTION, OR BREACH OF CUSTOMER OR LICENSEE DATA, OR FOR ANY DAMAGE TO CUSTOMER OR LICENSEE’S COMPUTER SYSTEMS, NETWORKS, SOFTWARE, OR HARDWARE ARISING FROM THE INSTALLATION, USE, OR INABILITY TO USE THE PRODUCT. CUSTOMER AND LICENSEE ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO PROTECT THEIR DATA, INCLUDING REGULAR BACKUPS AND SECURITY MEASURES.

8.3 Cap on Liability. IN NO EVENT SHALL COMPANY’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, BREACH OF STATUTORY DUTY, OR OTHERWISE), EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO COMPANY FOR THE PRODUCT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF CUSTOMER HAS NOT MADE ANY PAYMENTS TO COMPANY, COMPANY’S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT INCREASE THIS LIMIT.

8.4 Exclusion of Third-Party Claims. COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS BROUGHT AGAINST CUSTOMER OR LICENSEE BY ANY THIRD PARTY ARISING FROM LICENSEE’S USE OF THE PRODUCT, INCLUDING BUT NOT LIMITED TO CLAIMS RELATED TO FINANCIAL OR INVESTMENT DECISIONS, BUSINESS LOSSES, OR DATA ACCURACY. LICENSEE ACKNOWLEDGES THAT THEY ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY OUTPUT GENERATED BY THE PRODUCT BEFORE RELYING ON IT FOR DECISION-MAKING PURPOSES.

8.5 Independent Allocation of Risk. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 8 CONSTITUTE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND REFLECT A REASONABLE ALLOCATION OF RISK. THE PARTIES ACKNOWLEDGE THAT COMPANY’S PRICING IS BASED ON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

9. General Provisions

9.1 Independent Contractor Relationship. Company is an independent contractor and not an agent, employee, or representative of Customer or Licensee. Nothing in this Agreement creates a partnership, joint venture, or any form of legal association between the Parties.

9.2 Assignment. Customer or Licensee may not assign its rights or obligations under this Agreement without prior written consent. Company may assign this Agreement without restriction, including in cases of merger, acquisition, or sale of assets. Any unauthorized transfer by Customer or Licensee is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.

9.3 Subcontractors. Company may engage subcontractors or third parties to perform obligations under this Agreement. However, Company remains fully responsible for compliance with this Agreement.

9.4 Notices. All notices under this Agreement must be in writing and sent via email to the designated contact of each Party. Notices are deemed received upon confirmation of delivery, except for legal notices, which must also be sent by certified mail or courier. Either Party may update their contact details by notifying the other Party in writing.

9.5 Force Majeure. Neither Party is liable for delays or failure to perform obligations due to circumstances beyond their reasonable control, including but not limited to natural disasters, governmental actions, labor disputes, or failures of third-party services (e.g., cloud providers). This does not apply to payment obligations. The affected Party must notify the other and resume performance as soon as feasible.

9.6 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. The Parties agree that any dispute arising under this Agreement shall be resolved in the state or federal courts located in Westchester County, New York, and waive any objections to jurisdiction and venue in such courts.

9.7 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. Failure to enforce any right shall not be deemed a waiver of future enforcement.

9.8 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in effect. If a core limitation of the Agreement is deemed invalid, the Parties shall negotiate in good faith to replace it with a valid provision that preserves the original intent.

9.9 Entire Agreement. This Agreement, including its exhibits and referenced documents, constitutes the entire agreement between the Parties, superseding all prior discussions and agreements. It may only be modified in writing signed by both Parties. This Agreement does not supersede prior confidentiality agreements or separate agreements for other products or services.