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CXF Master Subscription, License and Services Agreement (MSSA)

Effective Date: This Agreement becomes effective upon the earlier of (i) the date on which Customer first creates an account, accesses, or uses the CXF Platform, or (ii) the date of Customer's acceptance of an Order Form referencing this Agreement.

This Master Subscription, License and Services Agreement ("Agreement" or "MSSA") governs access to and use of the Composable Experience Framework ("CXF Platform") provided by Mints.Cloud, Inc., a company constituted under Mexico's law, with offices in Tijuana, Baja California, Mexico ("CXF" or "Provider").

By creating an account, accessing, or using the CXF Platform, the entity or individual accepting this Agreement ("Customer" or "Client") agrees to be bound by the terms of this MSSA, including the Data Processing Agreement ("DPA"), Service Level Agreement ("SLA"), and any applicable Service Annexes, which are incorporated by reference.

If Customer does not agree to these terms, Customer may not access or use the CXF Platform.

1. Recitals

WHEREAS, CXF is a single-tenant, cloud-based Composable Experience Platform, delivered as PaaS with SaaS convenience, enabling customers to design, manage, orchestrate, and securely publish endpoints that serve customer-facing content, commerce objects, customer data, and engagement flows;

WHEREAS, Customer desires to access and use the CXF Platform in accordance with the terms of this Agreement;

NOW, THEREFORE, the parties agree as follows:

2. Definitions

Capitalized terms not otherwise defined herein shall have the meanings outlined in the applicable Annexes, including the DPA and SLA.

3. License Grant

3.1

Subscription License. Subject to this Agreement, CXF grants Customer a limited, non-exclusive, non-transferable right to access and use the CXF Platform, including subscribed modules, utilities, and APIs, solely for Customer's internal business purposes during the subscription term.

3.2

Restrictions. Customer shall not:

  • a)sublicense, resell, or commercially exploit the CXF Platform;
  • b)modify, reverse engineer, or decompile the CXF Platform;
  • c)use the CXF Platform to build competing products or services.

4. Services

4.1

Provision of Services. CXF shall provide access to the CXF Platform and related services as described in the SLA and any applicable Service Annexes.

4.2

Support Services. CXF will provide support in accordance with Customer's selected support tier, as further described in the SLA.

4.3

Professional Services. Any professional or implementation services, if provided, shall be described in a separate Service Annex. Unless otherwise agreed in writing, all intellectual property arising from such services remains the property of CXF.

5. Fees and Payment

5.1

Fees. Customer shall pay all fees as outlined in the applicable order form, online subscription, or Service Annex.

5.2

Billing. Fees are invoiced in advance on a monthly or annual basis unless otherwise specified.

5.3

Taxes. Fees exclude applicable taxes, which shall be borne by Customer.

6. Term and Termination

6.1

Term. This Agreement remains in effect for as long as Customer maintains an active subscription or account with CXF.

6.2

Termination for Cause. Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice.

6.3

Effect of Termination. Upon termination, Customer's access will cease, and CXF will delete or return Customer Data in accordance with the DPA.

7. Data Protection

The processing of Personal Data is governed by the Data Processing Agreement (DPA), incorporated herein by reference.

8. Service Levels

Service availability, uptime commitments, and remedies are governed by the Service Level Agreement (SLA), incorporated herein by reference.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other's confidential information and use such information only for purposes of performing under this Agreement.

10. Liability

10.1

Limitation. Each party's liability is limited in accordance with the MSSA terms. Neither party shall be liable for indirect, incidental, or consequential damages.

10.2

Cap. CXF's aggregate liability shall not exceed the total fees paid by Customer to CXF in the twelve (12) months preceding the claim.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Baja California, Mexico. The parties expressly submit to the jurisdiction of the competent courts of Tijuana, Baja California, Mexico, waiving any other jurisdiction that may apply by reason of domicile or otherwise.

12. Miscellaneous

12.1

Entire Agreement. This Agreement, together with incorporated Annexes (DPA, SLA, Service Annexes), constitutes the entire agreement between the parties and supersedes all prior agreements.

12.2

Amendments. CXF reserves the right to update this Agreement from time to time. Continued use of the CXF Platform after changes are posted constitutes acceptance of the revised terms and conditions.

12.3

Notices. All notices shall be provided electronically to the email addresses designated by each party.

IN WITNESS WHEREOF, by creating an account, accessing, or using the CXF Platform, Customer agrees to be bound by this MSSA as of the Effective Date.