MASTER SUBSCRIPTION AGREEMENT

This Subscription Agreement ("Agreement")sets forth the terms which govern your subscription to services between You as a Customer (“You”, "Customer") and Breeze Docs Inc.("Company") a Delaware Corporation. This Agreement is incorporated into, made part of and is subject to Company’ Terms and Conditions, and Privacy Policy, and other related documents ("Terms and Conditions"). All terms defined inthe Terms and Conditions shall have the same meaning when used in this Agreement as provided in the Terms and Conditions unless otherwise noted.

By entering into this Subscription Agreement, you hereby acknowledge and agree that it is expressly subject to all warranties, promises and guarantees given and made by You, as a Customer to Company and Company to You as are set forth in the Terms and Conditions, which is incorporated herein by reference as if fully set forth herein. You may directly access the Terms and Conditions by clicking here.

1)   Services. Company offers a cloud-based AI tool that allows small businesses to respond to its customers using previously submitted content (“Service”), as more described in Annex A. Customers may subscribe to such services on a Month-to-Month and / or a Year-to-Year basis. Unless otherwise noted in writing, the Subscription commences on the day the Customer a) agrees to the Subscription Agreement; b) receives a copy of the invoice; or  c) pays the initial payment due for the Subscription, whichever is earliest.

a)   Auto-Renewal. The Subscription automatically renews after its duration. You must specifically disable such feature in order top revent being charged. You will be required to make all payments due during the duration of the Subscription regardless of whether You choose to access the Website, or use the Services You agreed to in the Subscription Agreement.
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b)   Subscriptions & Prices. All price and payment procedures are permanently accessible on the Services. Prices are subject to change.Your monthly subscription will start when Company confirms your payment and will continue for a period of thirty days. When you purchase a monthly subscription, auto-renew is automatically selected in your Company Account.
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‍c)   Annual Subscription. Your annual subscription will start when Company confirms your payment and will continue for a period of one year.Annual subscriptions purchased are paid in full in advance. When you purchase an annual subscription, auto-renew is automatically selected in your Company Account.

d)  Invoice/Statement of Statement of Work (SOW). The Statement of Work (SOW) will be in the form of Annex A and will include the following: timelines, fees, and terms of the Services. Each SOW will be attached as consecutively numbered add endums to Annex A and will be subject to the terms of the Agreement. Customer agrees each additional SOW is apart of this agreement.

2)   Automatic Payment. As compensation for [MONTHLY/YEARLY] Services,you agree to pay a fee to Company as set forth on the Services. Subscription Fees are due and payable by You upon your receipt of Company’ invoice, unless alternative payment arrangements have been made. Further terms that may affect Your payment obligations are set forth in the Terms and Conditions and are incorporated as if fully set forth herein. Company currently accepts the following forms of payment via Stripe. You further authorize Company to store your payment and to automatically charge your payment method every month until you cancel.

‍a)   Late Payment Penalty. Upon the failure of Customer to pay in full any fee due here under within five days of the due date for such payment, a late payment penalty of Ten Dollars ($10) (the "Late PaymentAmount") shall immediately be charged to Customer and Customer shall pay the Late Payment Amount to Company within ten days of the original due date of such payment. The imposition of the Late Payment Amount shall be in addition to any other rights and remedies of Company.

b)   Failed Payments & Suspension of services. If You fail to make any payment under this agreement or any other, the Company reserves the right to suspend your access to the services as well as assert any collection rights or other rights and remedies of Company.

3)   No Refunds & Cancellation. No refunds and/or rebates will be paid for any part of your subscription. You may however access the services for as long as your subscription is valid.You may cancel your subscription at any time within any subscription period. However, any cancellation will only become effective at the end of the subscription period it was submitted in. Cancellation requests after the period of your renewal date, will not be granted under any circumstances. Subscription Fees are not refundable or cancelable under any circumstance following the period after the auto renewal date.Once you submit your request you will receive an email confirmation within 24 business hours that the cancellation has been completed.

4)   Customer Content. Any and all content supplied by You or created, edited or amended in connection with the Services in Your Agreement are subject to all licenses, warranties and uses set forth in the Terms and Conditions and its incorporated Privacy and Intellectual Property Policies,which are incorporated as if more fully set forth herein.

5)   Confidentiality. Neither You nor Company will, without the other's prior written consent, disclose to any third party any information concerning the other’s proprietary or confidential information and material,including but not limited to the business or method of working of the other party, which may be revealed as a result of or in connection with Your Subscription and/or Services, except as required by law, to the extent that such information may become public knowledge, may be acquired or generated by either party independently from something other than by a breach of this clause or to obtain legal or tax advise. You and Company agree that each shall maintain and not disclose any and all confidential or proprietary information that is received from the other as a result of or in connection with Your Subscription and/or Services provided in connection therewith.

6)   No Warranties. This subscription, including, but not limited to all related services, materials and website content, etc. Are provided “as is.” Company excludes and disclaims to the fullest extent permitted by applicable law any warranty, express or implied, including,without limitation, any implied warranties of merchantability, satisfactory quality or fitness for a general or particular purpose. Company is not liable for damages of any kind arising from the use of the Subscription, its content and/or the data or services provided in connection therewith, including, but not limited to, direct, indirect, incidental, punitive and consequential damages. The subscription functions, or the materials and conduct available inconnection there with are not warranted to be uninterrupted or without error.The Customer assumes the entire cost of all necessary servicing, repair or correction due to the Customer’s and/or Customer's use of Subscription and its associated materials, including the company website or related services. Exceptas otherwise required by applicable law, neither company nor its officers,directors, employees, agents or contractors are liable for damages of any kind(including, without limitation, lost profits, direct, indirect, compensatory,consequential, exemplary, special, incidental, or punitive damages) arising out of Customer's use of, or inability to use, or the performance of the Subscription, its content and/or data or services provided in connection therewith, whether or not company has been advised of the possibility of such damages.

7)   Limitation Of Liability. In no event shall company be liable for general, indirect, special, exemplary, consequential,incidental or punitive loss, damage or expense, including, but not limited to,lost profits, lost revenues, lost business opportunities without limitation as to whether such damages are considered to be direct, general or consequential damages. Company shall not be liable, (whether in contract, tort, negligence,strict liability in tort or by statute or otherwise) for any and all claims related to the Terms and Conditions or this agreement, except to the extent of company’ gross negligence or willful conduct. It is agreed that should anyliability on the part of company be proven, it will never the less be impractical and extremely difficult to anticipate or fix the amount of damages that we reproximately caused by such liability. Therefore, it is agreed that in no event may the Customer recover an amount in excess of the aggregate of fees paid tocompany or $50 in the event that no fees were paid, in full and complete satisfaction of any and all claims. It is agreed that the foregoing limitation is not intended to be and is not a penalty.

8)   Amendments. Company reserves the right to modify, update,add, delete, revise and change this Agreement as well as the Terms and Conditions at any time. Such changes are effective,
and You agree to be bound by such changes, when You access the Accept button on the Website.

9)   Entire Agreement. This Agreement, as well as the Terms and Conditions, and Privacy Policy, and any documents expressly referenced or incorporated therein, together constitute the full agreement between You and Company as to the matters contained therein. Any term not specifically addressed in this Agreement shall be governed by the Terms and Conditions and incorporated documents. In the event of a conflict between this Agreement andthe Terms and Conditions, the specific terms of this Agreement shall apply.

ACKNOWLEDGEMENT OF FULL UNDERSTANDING. THE PARTIES ACKNOWLEDGES AND AGREES THAT [HE/SHE] HAS FULLYREAD, UNDERSTANDS AND VOLUNTARILY  ENTERS INTO THIS AGREEMENT. THE PARTIES ACKNOWLEDGES AND AGREES THAT [HE/SHE] HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF [HIS/HER] CHOICE BEFORE SIGNING THIS AGREEMENT.
IN WITNESS WHEREOF, the parties here to have executed this Agreement as of the date first above written.