KNVEY INC.

SaaS Subscription

Thursday, May 1, 2025

Two professionals discussing a contract at a business meeting with documents and a laptop.

This SaaS Subscription Agreement ("Agreement") is entered into by and between KNVEY Inc., a Florida corporation with a principal place of business at 999 Vanderbilt Beach Rd., Naples, FL 34108 ("KNVEY"), and the customer identified in an applicable Order Form ("Customer").

By executing an Order Form, or by accessing or using the Services after being presented with this Agreement, the Customer agrees to be bound by the terms herein.

1. Definitions

  • "Services" means the software-as-a-service platform provided by KNVEY, including content management (CMS), digital asset management (DAM), digital experience tools (DXP), KNVEY Forms, and other modules as specified in the Order Form.
  • "Order Form" means the ordering document signed by both parties (or otherwise acknowledged electronically) that specifies the Services, pricing, term, and any applicable terms.
  • "Customer Data" means any data, content, or information uploaded or submitted to the KNVEY platform by Customer.
  • "Users" means individuals authorized by Customer to access and use the Services.

2. Grant of Rights

KNVEY grants Customer a non-exclusive, non-transferable right to access and use the Services for internal business purposes during the term, subject to this Agreement and the applicable Order Form.

3. Term and Renewal

The term begins on the effective date set forth in the Order Form and continues for the duration specified therein. Unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term, the Agreement shall automatically renew for successive one-year terms.

4. Pricing and Payment

All pricing is set forth in the applicable Order Form. KNVEY may adjust pricing at the end of each term with prior written notice. Payment terms are defined in the Order Form. Late payments may accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is lower.

5. Customer Responsibilities

Customer is responsible for:

  • Maintaining confidentiality and security of user accounts
  • Complying with all applicable laws
  • Backing up Customer Data (if self-hosted)

6. Intellectual Property

KNVEY retains all rights, title, and interest in and to the Services, software, and related intellectual property. Customer retains all rights to its Customer Data.

Customer grants KNVEY a non-exclusive, royalty-free, worldwide license to use Customer feedback or suggestions to improve the Services.

Unless explicitly excluded in an Order Form, Customer also grants KNVEY the right to reference its name, logo, and general use case in marketing and promotional materials.

7. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s confidential or proprietary information and to protect it with reasonable care.

8. Warranties and Disclaimers

KNVEY represents that the Services will function substantially in accordance with its documentation. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND.

9. Limitation of Liability

KNVEY’s total liability under this Agreement shall not exceed the amount paid by Customer under the Agreement in the twelve (12) months preceding the claim. KNVEY shall not be liable for any indirect, incidental, or consequential damages.

10. Termination

This Agreement may be terminated:

  • By either party upon thirty (30) days’ written notice of a material breach that remains uncured
  • By Customer with sixty (60) days’ written notice before the end of the current term (early termination does not entitle Customer to a refund)

11. Indemnification

Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party (the “Indemnified Party”) from any third-party claims, damages, liabilities, or expenses arising from:

  • The Indemnifying Party’s breach of this Agreement
  • The Indemnifying Party’s violation of applicable law
  • Claims that the Indemnifying Party’s intellectual property infringes upon third-party rights

12. Governing Law

This Agreement shall be governed by the laws of the State of Florida, without regard to conflict of law principles. Venue shall be in Collier County, Florida.

13. Miscellaneous

This Agreement, together with the applicable Order Form(s), constitutes the entire agreement between the parties. It supersedes all prior agreements and understandings. Amendments must be in writing and signed by both parties. Neither party may assign this Agreement without written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

EXHIBITS (Incorporated by Reference)