CLIENT MASTER APPLICATION SUBSCRIPTION AGREEMENT
AND MULTI – USER LICENSE TERMS OF USE
As of November 20, 2025
THIS AGREEMENT GOVERNS YOUR USE OF ONE OR MORE SERVICES OF SW DIRECT SALES LLC dba HUSSLE TECHNOLOGY (“HUSSLE”). IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A QUOTE THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are a competitor of Hussle, except with Hussle’s prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on the date set forth above. It is effective between You and Us as of the date of You accepting this Agreement. We may amend the Terms of Service at any time, as required by applicable laws or regulations, or as we determine necessary to ensure the effective operation or improvement of the Services, with notice that we deem reasonable under the circumstances. Such notice may be provided by posting the Revised Version on our website or communicating it to you through the Services (each a ‘Revised Version’). The Revised Version will become effective as of the time it is posted, unless otherwise specified. Your continued use of the Services after the Revised Version is posted constitutes your acceptance of the updated Terms of Service.
1. DEFINITIONS
1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than fifty per cent (50%) of the voting interests of the subject entity.
1.2. “Agreement” means these Terms of Service (as updated), and any agreements incorporated herein by this
1.3. “Beta Services” means Our services that are not generally available to
1.4. “Documentation” means Our online user guides, documentation, and help and training materials, as updated from time to time, and as We make accessible to You.
1.5. “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
1.6. “Minimum Monthly Fee” means the minimum monthly subscription fee applicable to the Client as set forth in the applicable Quote. The Minimum Monthly Fee represents the base monthly revenue amount due to Hussle, calculated exclusively from the fees for Active Users, excluding revenue derived from Pro model in-app subscriptions or other revenue-sharing arrangements. The Minimum Monthly Fee is payable regardless of the actual usage levels or revenue from Pro Subscriptions unless otherwise agreed in writing.
1.7. “Non-Hussle Applications” means a Web-based or offline software application that is provided by You or a third party and interoperates with a Service, including, for example, an application that is developed by or for You.
1.8. “Per User Fee” means the monthly fee for each User within a User Class, as set forth in the
1.9. “Purchased Services” means Services that You or Your Affiliate purchase under a Quote, as distinguished from those provided pursuant to a free trial.
1.10. “Quote” means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements By entering into a Quote You and Your Affiliates, agrees to be bound by the terms of this Agreement.
1.11. “Services” means the products and services that are ordered by You under a free trial or a Quote and made available online by Us, including associated offline components, as described in the Documentation. “Services” exclude Your Content and Non-Hussle
1.12. “User” means each person who is an Active User, and/or a Provisioned User, and/or a Subscription
1.13. “User Classes” include the following:
(a) “Provisioned Users” means each individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password, and whose account has not been deactivated by Users may include, for example, Your employees, distributors, consultants, contractors, independent sales representatives, agents, or other designated associates or Affiliates.
(b) “Active Users” means Your employees, distributors, consultants, contractors, independent sales representatives, agents, or other designated associates or Affiliates, for whom an authorized account has been created that has Accessed the Services at least once in the ninety (90) day period immediately preceding the close of the applicable monthly billing cycle. For purposes hereof, “Accessed” means (1) an open session in any Hussle Applications, (2) the sharing by any User of Your Content or Hussle Content stored in any Hussle Applications; or (3) the interaction with or click on any link originally generated by or stored in any Hussle Applications.
(c) “Subscription Users” means each Provisioned User who subscribes for or opts in to receive any upgraded features or premium Services. For clarity, each Subscription User must also be a Provisioned User and, if meeting the activity criteria, an Active User. Subscription Users are included within, and not in lieu of, the counts of Provisioned Users and Active Users for all billing and usage purposes. A User’s enrollment in a Pro Subscription does not eliminate or reduce any fees owed for such User as a Free or basic Active User.
1.14 “Hussle Applications” means Our website, platform or any applications provided by Us and through which Our Services are accessed or used by Users.
1.15. “Hussle Content” means all information provided by Us, whether generated by Us, obtained by Us from Our content licensors, or obtained by Us from publicly available sources, and which information is provided to You pursuant to a Quote, as more fully described in the Documentation.
1.16. “Hussle Live” is Our online video webinar
1.17. “We,” “Us“, “Hussle” or “Our” means SW Direct Sales LLC dba Hussle Technology, and its affiliates and
1.18. “You” or “Your” means the company or other legal entity for which You are accepting this Agreement, and Affiliates of that company or entity.
1.19. “Your Content” means any information You or Your Users submit to the Service, or post or transmit through the
1.20. “Your Data” means electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services, excluding Hussle Content and Non-Hussle Applications.
1.21. “Pro Subscription”: Refers to the upgraded subscription option offered to end users, available on a monthly or annual basis, as described in this Agreement.
1.22. “Pro User Trial Period”: A 14-day period during which a User may access Services without payment, unless otherwise agreed in writing.
1.23. “User Threshold”: The agreed-upon minimum number of active subscriptions required before revenue is shared with the Client, as specified in the applicable Quote.
1.24. “Effective Date” means the earlier of (a) the date You click to accept this Agreement, or (b) the date both parties execute a Quote that references this Agreement, unless a different effective date is expressly stated in the applicable Quote.
1.25. “Initial Term” means the initial committed period for the applicable Purchased Services as set forth in the Quote.
1.26. “Renewal Term” means each subsequent renewal period following the Initial Term, as specified in the Quote or, if not specified, as provided in Section 12.2.
1.27. “Subscription Term” means, collectively, the Initial Term and all Renewal Term(s) for the applicable Purchased Services.
1.28. “Current Term” means the then-current portion of the Subscription Term (either the Initial Term or a Renewal Term).
1.29. “CPI” means the U.S. Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items (not seasonally adjusted), or if that index is discontinued or materially revised, a successor or comparable index measuring changes in consumer prices.
1.30. “App Stores” means the Apple App Store and Google Play Store. The “Small Business Program” means the Apple App Store Small Business Program or any substantially similar program offered by an App Store that reduces standard commission rates for eligible developers.
1.31. Launch Date means the date on which the Hussle Application or Purchased Services are first made available for use by the Client’s Users, as confirmed by Hussle in writing or evidenced by production deployment. Launch Date is retained in these Terms for legacy clients who previously used it as the billing or subscription trigger.
1.32. Term Start Date means the date on which billing and the Subscription Term officially begin, as specified in the applicable Quote. If no Term Start Date is expressly stated, it will be deemed to be ninety (90) days after the execution of the applicable Quote or upon Us providing written notice that Services are available, whichever is earlier.
2. FREE TRIALS
2.1. Free Trial Website Registration. If You register on Our website for a free trial, we will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or (b) the start date of any Purchased Services ordered by You. Additional trial terms and conditions may appear on the trial registration webpage or in a Quote. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA YOU ENTER INTO THE HUSSLE APPLICATIONS, AND ANY CUSTOMIZATIONS MADE TO THE HUSSLE APPLICATIONS BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL, THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
2.2. Testing. If the Customers and Hussle mutually elect to conduct a beta test prior to the launch date of the application, the following terms shall apply
(a) Notice Requirement: The Customer must provide Hussle with a minimum of two (2) weeks’ written notice prior to the desired start date of the beta test.
(b)Testing Environment: The beta test must be conducted exclusively using the TestFlight platform or any equivalent testing environment approved by Hussle.
(c) User Limit: The beta test shall not exceed 100 users and a duration of 2 weeks, unless extended by mutual agreement in writing.
(d)Duration: The beta testing period shall not exceed two (2) weeks.
(e) Timeline: The beta testing must occur within the ninety (90) days preceding the agreed launch date of the application. If any of the above parameters are not adhered to or are exceeded, Hussle reserves the right to charge the Customer according to the standard user fees outlined in this Agreement. Such fees shall be calculated based on the number of active users during the beta test or the minimum billed amount, whichever is greater, and customer will be invoiced in accordance with the billing terms set forth in this Agreement.
3. OUR RESPONSIBILITIES
3.1. Provision of Purchased Services. We will (a) make the Purchased Services and Hussle Content available to You pursuant to this Agreement and the applicable Quotes, (b) provide Our standard support for the Purchased Services to You at no additional charge, or for such additional charges as specified in a Quote, and (c) use commercially reasonable efforts to make the Purchased Services available twenty-four (24) hours a day, seven (7) days a week, except for: (i) planned downtime (for which We shall endeavor to provide at least 8 hours electronic notice and schedule, to the extent practicable, during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific Standard Time MST), and (ii) unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, pandemic, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-Hussle Application, or denial of service attack.
3.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Your Data, as described in the Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, including facilitating onboarding workflows and account-related engagement messaging, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing. (d) Hussle will maintain receipt records from Apple and Google for audit purposes, ensuring accurate billing and reporting. Subscription data, including trial periods, cancellations, and renewals, will be managed through reports from Apple, Google, or client systems.
3.3. Our Personnel. We will be responsible for the performance of Our employees and contractors, and their compliance with Our obligations under this Agreement, except as otherwise specified herein.
3.4. Beta Services. From time to time, We may invite You to try Beta Services at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of, one year from the trial start date, the date that a version of the Beta Services becomes generally available, or the date, We, in Our sole discretion, decide to discontinue such Beta We may never make any Beta Services generally available and shall have no liability for any harm or damage arising out of or in connection with a Beta Service, Your use of a Beta Service, or the discontinuance thereof.
3.5. Event Support: On-site Events: Hussle is willing to support on-site events as long as Customer agrees to cover the costs of airfare, hotel to attend the event, and Allott a daily peridium for food. A minimum number of 400 attendees is required for on-site events. There is not a speaker or attendance fee outside of covering airfare and lodging costs. Hussle will support virtual training as long as 1 week notice is provided. Minimum attendance of 100 attendees.
3.6. Authorized Communications With Users. Client expressly authorizes Hussle, its affiliates, and subcontractors to communicate directly with Client’s Users through in-app messages, email, push notifications, SMS, or other communication channels integrated into the Services when such communications are, in Hussle’s reasonable judgment, (a) necessary to provide technical support, account assistance, or usage guidance; (b) intended to inform Users of new or improved features, system updates, or best-practice recommendations; or (c) otherwise made in the legitimate interests of ensuring proper operation, security, and adoption of the Services. Client agrees that such communications may be branded as coming from Hussle or co-branded with the Client’s name and may include links or calls to action designed to assist Users in maximizing use of the Services. Hussle will comply with all applicable data-protection and anti-spam laws, and Users may manage or opt out of non-transactional communications through the mechanisms provided within the application.
4. USE OF SERVICES AND HUSSLE CONTENT
4.1. Subscriptions. Unless otherwise provided in the applicable Quote, (a) Services and Hussle Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
4.2. Usage Limits. Purchased Services and Hussle Content are subject to usage limits, including, for example, the quantities specified in Unless otherwise specified, (a) a quantity in a Quote refers to Users, and the Service or Hussle Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service or Hussle Content. If You exceed a contractual usage limit, You shall pay any amounts due for excess usage in accordance with Section 6.2 (Invoicing and Payment).
4.3. Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Hussle Content, and notify Us promptly of any such unauthorized access or use, (d) use the Purchased Services and Hussle Content only in accordance with the Documentation and applicable laws and government regulations, and (e) comply with terms of service of Non-Hussle Applications with which You use the Purchased Services or Hussle Content. Ensure the transmission of needed information and data is consistently given to Hussle in the agreed to format. This includes back-office data, content, training information, and anything expected to be inside the HUSSLE application. Customer acknowledges that customer data transmission is a customer responsibility. Failure by the Customer to provide required materials, data, or access necessary for any configuration, integration, or feature enablement will not delay, pause, or otherwise affect the Subscription Term, billing obligations, or other contractual commitments. Customer acknowledges that customer data transmission is a customer responsibility. (f) Provide read-only access to financial reports in the associated Google and Apple Stores to ensure timely and accurate billing. (g) you agree to submit the App Store Small Business Program Application form which allows the percentage retained by the App Stores to be discounted from 30% to 15%. If the Client does not apply for the program, the difference in percentage will be deducted from the your share in a pro model or you will pay the difference in associated fee to Hussle. (h) nsure the provisioning of user accounts to Hussle’s system upon user enrollment in Your platform to enable the activation of onboarding workflows, including the delivery of engagement messaging and account-related updates necessary for maintaining and improving the Services. You are also responsible for obtaining and maintaining all necessary authorizations or consents from end users to allow Hussle to send such communications as part of the Purchased Services. (i) Hussle shall not be responsible or liable for any financial damages, obligations, or losses incurred by the Customer’s end users, including but not limited to end users who have purchased subscriptions or paid for extended access to Pro models or other services through the Hussle platform, in the event that the Customer fails to pay for the subscription or otherwise discontinues the use of the Hussle application. If the Customer stops paying for the Hussle subscription or terminates this Agreement, Hussle reserves the right to disable the application and cease providing services. Any refunds, credits, or remedies for the Customer’s end users arising from such a discontinuation shall be the sole responsibility of the Customer. Hussle is not responsible for refunds, credits, or any other compensation and will not provide refunds, credits, or any other compensation directly to Customer or the Customer’s end users.
4.4. Non-Interference with Services. Client shall not, directly or indirectly, take any action or omit to take any action that would, in Hussle’s reasonable judgment, impair, delay, hinder, or otherwise interfere with Hussle’s ability to provide the Services, support other customers, or maintain system stability. Prohibited conduct includes, without limitation: (a) disabling or restricting required integrations, APIs, data feeds, or authentication connections necessary for Hussle to deliver the Services; (b) withholding or failing to provide information, credentials, or access that Hussle reasonably requires to perform its obligations; (c) engaging in any activity that consumes disproportionate system resources or compromises platform availability; and (d) making public statements or taking technical actions intended to harm Hussle’s reputation, data integrity, or service reliability. Any such interference, as determined by Hussle in its reasonable discretion, constitutes a material breach of this Agreement. In addition to all other remedies available at law or in equity, Hussle may, in its sole discretion: (i) immediately suspend performance without liability until the interference is remedied to Hussle’s satisfaction; (ii) recover from Client any increased costs, damages, or losses arising from or related to the interference, including without limitation any Collection/Breach Fee under Section 6.9/6.10; and (iii) terminate this Agreement for material breach upon written notice.
4.5. Usage Restrictions. You will not, and shall ensure that Your Users do not, (a) make any Service or Hussle Content available to, or use any Service or Hussle Content for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Hussle Content, or include any Service or Hussle Content in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, threatening, harassing, obscene, indecent or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Hussle Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Hussle Content in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Hussle Content except as permitted herein or in a Quote or the Documentation, (j) frame or mirror any part of any Service or Hussle Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Hussle Content in order to build a competitive product or service, (l) use any Services to engage in activity that is illegal, fraudulent, false, or misleading, (m) use the Services in violation of any of our policies or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations, and any laws requiring the consent of subjects of audio and video recordings, or (n) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services (to the extent such restriction is permitted by law) (collectively, the “Usage Restrictions”). Any violation of these Usage Restrictions shall constitute a material breach of this Agreement, entitling Hussle to immediate suspension of Services and all other remedies available at law or in equity.
4.6. Recordings. To the extent we offer the ability to record your webinars, live streams, or any activity using Hussle’s Live features, You are solely responsible for compliance with all applicable recording laws, including but not limited to obtaining all necessary consents from participants. You agree to indemnify, defend, and hold Hussle harmless from any claims arising from Your failure to comply with such laws. By using Hussle’s Live features, you are giving us consent to store recordings for any or all webinars that you join, if such recordings are stored in our system, and You grant Hussle a perpetual, worldwide, royalty-free license to use, store, and process such recordings for purposes of providing and improving the Services.
4.7. External-Facing Services. If You subscribe to a Service for creation and hosting of external facing websites, You will comply with and be solely responsible for complying with Our policies as implemented from time to time, as well as applicable law in any use of cookies or other tracking technologies on such websites.
4.8. Removal of Content and Non-Hussle Applications. If We are required by a licensor to remove Your Content, or receive information that Your Content may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-Hussle Application hosted on a Service by You may violate Our policies or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-Hussle Application or modify the Non-Hussle Application to resolve the potential If We determine, in Our sole discretion, that any Content violates applicable laws or third-party rights, We may disable the applicable Content, Service and/or Non-Hussle Application without prior notice, until the potential violation is resolved.
4.9. System Requirements. Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, Your ability to access and use the Services may be affected by the performance of these High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
4.10. Pro User Trial Period Management: (a) All Pro subscriptions, facilitated through Apple and Google App Stores, include a 14-day trial period unless otherwise agreed upon in writing by Hussle. (b) Users who do not convert to paid subscriptions within the pro user trial period are not billable as Pro Users, provided that Client has properly configured and managed the trial period in accordance with Hussle’s specifications. (c) Client must disclose Pro user trial period details in advance and accurately reflect them in subscription activity reports. Failure to properly manage or report trial periods may result in billing for such users at Hussle’s discretion.
4.11. Audit Rights and Compliance Verification
4.11.1. Audit Rights. Hussle shall have the right, no more than once per calendar year (or more frequently if a prior audit revealed material non-compliance), to audit Customer’s use of the Services and compliance with this Agreement, including but not limited to: (a) verification of the number and classification of Users; (b) compliance with Usage Restrictions and licensing terms; (c) accuracy of reported usage data, revenue sharing calculations, and billing information; (d) implementation of required security measures and data protection practices; and (e) compliance with any applicable regulatory requirements related to the Services.
4.11.2. Audit Procedures. Hussle may conduct audits through: (a) Remote Access: Electronic review of Customer’s systems, databases, logs, and reports through secure remote access; (b) On-Site Inspection: Physical inspection of Customer’s facilities, systems, and records by Hussle personnel or authorized third-party auditors; or (c) Self-Assessment: Requiring Customer to complete detailed compliance questionnaires and provide supporting documentation.
4.11.3. Notice and Timing. Except in cases of suspected material breach, fraud, security incident, or regulatory requirement (where immediate access may be required), Hussle shall provide Customer with at least ten (10) business days’ prior written notice of any audit. Audits shall be conducted during Customer’s regular business hours and in a manner designed to minimize disruption to Customer’s operations.
4.11.4. Customer Cooperation. Customer shall: (a) provide Hussle and its authorized representatives with access to relevant records, systems, personnel, and facilities that relate to Customer’s use of the Services, provided that such access shall be limited to information reasonably necessary for the audit purpose and shall not include access to Customer’s confidential information unrelated to the Services or information subject to attorney-client privilege, attorney work product, or legal compliance obligations that prohibit disclosure; (b) ensure that all Customer personnel and third parties cooperate fully with the audit process; (c) provide accurate and complete responses to all audit inquiries; (d) remediate any identified non-compliance within thirty (30) days of written notice, or such shorter period as may be required by law or regulation, provided that if Hussle believes a shorter period is necessary to protect its interests or other customers, the parties shall meet and confer in good faith to agree upon a reasonable expedited timeline that is commercially feasible for Service Provider to implement; (e) maintain complete and accurate records of Service usage, User activities, and revenue data for at least three (3) years; and (f) designate a primary contact to coordinate audit activities and ensure timely responses.
4.11.5. Third-Party Auditors. Hussle may engage qualified third-party auditors to conduct audits on its behalf, provided such auditors execute appropriate confidentiality agreements. Customer acknowledges that such third-party auditors may need access to Customer’s confidential information to perform their duties.
4.11.6. Audit Costs and Remedies. (a) Standard Audits: Hussle shall bear the costs of routine compliance audits unless the audit reveals underpayment of fees or material non-compliance exceeding three percent (3%) of the amounts due or usage permitted, in which case Customer shall reimburse Hussle for all audit costs (including without limitation fees for auditors, attorneys, and Hussle personnel time); (b) Breach-Related Audits: Customer shall bear all costs of audits conducted due to suspected or actual material breach; (c) Underpayment Remedies: If an audit reveals underpayment of fees, Customer shall immediately pay all underpaid amounts plus interest at the rate specified in Section 6.8, plus any applicable late fees and the Collection/Breach Fee under Section 6.13; (d) Over-Usage Remedies: If an audit reveals usage exceeding licensed quantities, Customer shall immediately pay fees for such excess usage retroactively and purchase additional licenses to cover current usage levels.
4.11.7. Regulatory and Third-Party Audits. Customer acknowledges that Hussle may be subject to regulatory examinations or third-party audits that require verification of Customer compliance. Customer agrees to reasonably cooperate with such audits and provide necessary documentation and access, with costs borne by Hussle unless the audit reveals Customer non-compliance.
4.11.8. Continuous Monitoring. In addition to periodic audits, Hussle reserves the right to implement automated monitoring and reporting tools within the Services to continuously verify compliance with usage limits, security requirements, and other Agreement terms.
4.11.9. Remedies for Non-Cooperation. If Customer fails to cooperate with audit procedures or provide required access, Hussle may: (a) suspend Services until full cooperation is provided; (b) estimate usage and fees based on available information and bill Customer; accordingly, (c) terminate this Agreement for material breach; and/or (d) exercise any other remedies available at law or equity.
4.11.10. Survival. This Section 4.11 shall survive termination of this Agreement for a period of three (3) years to allow completion of any pending audits and verification of final compliance.
4.12. Feature Additions and Platform Enhancements. Hussle may, at any time and in its sole discretion, add or modify features across any portion of the Services. Enhancements may be included in existing tiers or introduced as new paid features, and any enhancements added to the Client’s existing tier will automatically be included without amendment to this Agreement.
5. NON-HUSSLE PROVIDERS
5.1. Acquisition of Non-Hussle Products and Services. We or third parties may make available third-party products or services, including, for example, Non-Hussle Applications and implementation and other consulting services. Any acquisition by You of such Non-Hussle products or services, and any exchange of data between You and any Non-Hussle provider, is solely between You and the applicable non-Hussle provider. We do not warrant or support Non-Hussle Applications or other non-Hussle products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in a Quote.
5.2. Non-Hussle Applications and Your Data. If You install or enable a Non-Hussle Application for use with a Service, You grant Us permission to allow the provider of that Non-Hussle Application to access Your Data as required for the interoperation of that Non-Hussle Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by a Non-Hussle Application.
5.3. Integration with Non-Hussle Applications. The Services may contain features designed to interoperate with Non-Hussle Applications. To use such features, You may be required to obtain access to Non-Hussle Applications from their providers and may be required to grant Us access to Your account(s) on the Non-Hussle In Our sole discretion and for any reason, including, but not limited to, the provider of a Non-Hussle Application ceasing to make the Non-Hussle Application available for interoperation with the corresponding Service features on reasonable terms, We may cease providing those Service features without entitling You to any refund, credit, or other compensation.
5.4. Accounts and Applications Required for Hussle Application Functionality. To ensure the proper functionality of the Hussle Application, certain services and accounts are required. In most cases, Hussle will arrange for the deployment of these services. However, there are specific applications and accounts that you are responsible for establishing. These necessary accounts include, but are not limited to, developer accounts for the Apple iOS Store and the Google Play Store. You are required to establish accounts with these services and meet their requirements, such as obtaining a Dun & Bradstreet number and covering any associated fees. Please note that additional accounts or services may be required from time to time, depending on your specific customization needs or changes in requirements.
6. FEES AND PAYMENT FOR PURCHASED SERVICES
6.1. Fees. You will pay all fees specified in Except as otherwise specified herein or in a Quote,
(a) Fees are based on the Purchased Services, and with respect to subscriptions, the number of Users within each User Class,
(b) Payment obligations are non- cancelable, and fees paid are non-refundable,
(c) Quantities purchased cannot be decreased during the relevant subscription term
(d) Fees may be adjusted based on actual usage, and any increase in Users during any month that results in increase fees, shall be applied to the next contract month.
Hussle will collect 100% of net revenue, defined as the total subscription revenue collected less applicable App Store fees, until the agreed-upon User Threshold is achieved. Once the User Threshold is met, net revenue will be allocated between Hussle and the Client according to the revenue-sharing percentages outlined in the applicable Quote.
Coexistence of Base and Pro Billing. For avoidance of doubt, any User who purchases or enrolls in a Pro Subscription shall continue to be counted as a User within the applicable User Class (including, as applicable, Provisioned User, Active User, and Base User) for purposes of calculating the Minimum Monthly Fee and any Per User Fees. Pro Subscription fees and related revenue-sharing amounts are incremental to, and do not replace, waive, or credit against, any base or Free / basic user subscription fees owed for such User under this Agreement. No User shall be excluded from Active User counts solely because such User has purchased or is receiving Pro Subscription features.
6.2 Ramp-Up Period: During any agreed ramp-up period, the fees shall be reduced as outlined in the applicable Quote. Following the ramp-up period, standard fees shall apply, and the subscription term shall be extended as described in the Term of Agreement. The renewal date for the Agreement shall be calculated from the start of the full-cost payment period.
6.3 Promotional Discounts or Free Trials: Promotional discounts or free trials offered by the Client will be paid to Hussle directly by client or will be deducted from the Client’s share of the revenue in a Pro-Model unless otherwise agreed in writing by both parties.
6.4 Invoicing and Payment: The initial month of billing will be billed at the minimum or stated rate as per the Quote/ Contract in advance. For all subsequent months, We will invoice You an amount equal to the greater of, (a) the Minimum Monthly Fee, or (b) an amount equal to the Per User Fee applicable to each User Class, multiplied by the number of Users within such User Class. Unless otherwise stated in the Quote, invoiced charges are due net ten (10) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. Small Business and / or Customers with no credit history will provide Us with valid and updated credit card information, or banking details. If You provide credit card information or banking details to Us, You authorize Us to charge such credit card or bank account for all Purchased Services listed in the Quote for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Customers with monthly billing less than $5,000 per month, will be charged by the credit card on file. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Quote. We shall commence invoicing You as of the Term Start Date, which shall be the earlier of (i) the Launch Date or (ii) ninety (90) days following Your execution of the applicable Quote, unless a different Term Start Date is expressly stated in that Quote. In either case, You shall be billed no later than the Term Start Date specified in the Quote. If launch failure for the Purchased Services within such ninety 90 day period results from Our delay, then the ninety 90 daytime will be extended by the number of days the launch was delayed by Us. This date can be altered in writing and/ or if the launch date is specified in the order Quote. In either case, You shall be billed no later than ninety 90 days from the launch date specified in the quote. For Pro subscriptions, the billed amount for annual subscriptions will be invoiced in the month the end user pays the App Store, while monthly subscriptions are invoiced in the month the payment is processed. Invoices will reflect successful transactions, prorated adjustments, or cancellations based on platform reports.
6.5. Access to Third Party Software Providers. We will invoice You for access to third-party solutions that We have integrated with on your behalf. If We do, so you will need to be compliant with all software license requirements such as end user license agreements. Access may include software providers such as data visualization, email solutions, mobile device push notifications, etc.
6.6. Additional Custom Work. Any development work or other professional services You may require that are outside the scope of work covered by this Agreement shall be performed pursuant to a separate detailed scope of work, which shall contain, amongst other things, a timeline and associated cost. Such scope of work shall be submitted to You for approval before any such work or services begin. Fees for development of work and professional services range from $90/hr – $175/hr.
6.7. Travel and Expenses. If Hussle personnel travel at Customer’s written request or with Customer’s prior approval to perform services under this Agreement, Customer shall reimburse Hussle for all reasonable and pre-approved travel, lodging, meal, and incidental expenses incurred in connection with such travel. Hussle shall provide copies of receipts or reasonable documentation upon request.
6.8. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Quotes on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).
6.9 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Purchased Services is thirty (30) or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and/or suspend the Purchased Services, until such amounts are paid in full. We will give You at least ten (10) days’ prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice), before suspending the Purchased Services.
6.10. Payment Disputes. We will not exercise Our rights under Section 6.3 (Overdue Charges) or Section 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. You shall notify Us of any payment disputes within thirty (30) days after receipt of the applicable invoice, and Your failure to do so, shall be deemed a waiver of any further right to dispute such invoice.
6.11. Taxes. Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
6.12 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
6.13 Collection / Financial Breach Fee. In addition to all other amounts due under this Agreement, if Client (a) attempts to terminate, rescind, or otherwise exit this Agreement before the end of the then-current subscription term other than as expressly permitted herein, (b) fails to pay any undisputed amount when due and does not cure within ten (10) days after written notice, or (c) takes any action or omits any required action that materially interferes with or reduces the payment or remittance of fees owed to Hussle under this Agreement (each, a “Financial Breach”), then Client shall pay a Collection / Breach Fee equal to the greater of: (i) Hussle’s actual costs of collection (including reasonable attorneys’ fees, court costs, agency fees, and internal administrative costs), or (ii) twenty percent (20%) of the Annual Contract Amount. For purposes of this Section, “Annual Contract Amount” means the greater of (x) twelve (12) times the Minimum Monthly Fee then in effect (as adjusted pursuant to Section 12.4, if applicable), or (y) the annualized total of amounts invoiced or payable for the then-current subscription term based on actual usage and committed minimums, as set forth in the applicable Quote(s). A violation of Section 4.4 (Non-Interference with Services) shall be deemed a Financial Breach for purposes of this Section.
6.14. The Collection / Breach Fee is in addition to (and not in lieu of) late charges under Section 6.3, suspension/acceleration remedies under Section 6.4, and any Termination Fees under Section 12.7. The parties agree the damages resulting from a Financial Breach would be difficult to ascertain at the time of contracting and that the Collection / Breach Fee constitutes a reasonable pre-estimate of such damages and is not a penalty. Payment of the Collection / Breach Fee does not limit Hussle’s right to seek all other remedies available at law or in equity, including recovery of all undisputed amounts owed.
6.15. Calculating Minimum Monthly Fee with Pro Subscription Revenue. The Services include both annual and monthly subscription plans for the PRO Model. Where subscription fees are collected by Customer, billing for the Services shall be based on the actual number of monthly active users per account. Annual subscriptions are billed upfront for the full subscription term in accordance with Customer’s collection practices, while monthly subscriptions are billed monthly following the receipt of payments from Customer.
7. PROPRIETARY RIGHTS AND LICENSES
7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the Services and Hussle Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
7.2. License by Us to Use Hussle Content. We grant to You a worldwide, limited-term license, under Our applicable intellectual property rights and licenses, to use Hussle Content acquired by You pursuant to Quotes, subject to those Quotes, this Agreement and the Documentation.
7.3. License by You to Host Your Data, Your Content and Non-Hussle Applications. You grant Us and Our Affiliates a worldwide, limited-term license to host, copy, transmit and display Your Data, Your Content and any Non-Hussle Applications and program code created by or for You using a Service, as necessary for Us to provide the Services in accordance with this Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data or any Non-Hussle Application or program code. All client and user data remain the property of the client. Hussle retains rights to use derivative, aggregated, and anonymized data that does not identify Client or its users for performance analysis, benchmarking, and AI model improvement.
7.4. Access to Client Dataset: Client shall provide Hussle with timely access to required datasets (including provisioned user data, revenue data, and engagement metrics) reasonably needed for contractual billing or system performance, subject to Client’s data security policies and applicable data protection laws. Client may temporarily restrict access if required by law or to address a bona fide security incident, provided Client notifies Hussle promptly and restores access as soon as reasonably practicable.
7.5. License by You to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty- free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Users relating to the operation of the Services.
7.6. Aggregated Anonymous Data. Notwithstanding anything to the contrary set forth herein and subject to applicable law, We may use any and all data gathered in connection with providing the Services; provided, however, except as set forth in the following sentence, We shall not release any such data to the We may compile customer data with other data in an aggregate and anonymous manner to derive statistical and performance information related to the provision and operation of Hussle, the Services, or related to any other matter (“Aggregated Anonymous Data”), and may make such information publicly available or privately available to third parties, provided that such information does not include any data that would enable the identification of customers, or the disclosure of any of Your confidential information. We retain all rights, title and interest in and to such statistical and performance information. Revenue from Pro subscriptions, whether monthly or annual, will be split between Hussle and the Client based on the revenue-sharing percentages outlined in this Agreement, following the deduction of applicable App Store fees and upon achieving the User Threshold.
7.7. Marketing Rights. Customer agrees to allow HUSSLE to list Customer as a customer, including displaying the Customer logo and company description on the HUSSLE website, social media platforms and in marketing collateral materials.
8. CONFIDENTIALITY
8.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Hussle Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Quotes (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Confidential financial reports, including trial period data and revenue reports from app stores, will be shared with Hussle for the purpose of accurate billing and reporting.
8.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Quote to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 8.2.
8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
8.4. Non-Solicitation. During the Term and for twelve (12) months after any termination of this Agreement, neither party will directly solicit for employment any employee of the other party who has been involved in the performance of this Agreement, unless approved by duly authorized representatives of both parties in writing. This section does not apply to the hiring of any employee responding to an advertisement, job opening, or recruitment by a third party or by an employee instigating contact with either party.
8.5. Equitable Relief. Each party agrees that in the event of a breach by a party of any provision of this Article 8, monetary damages will not be an adequate remedy, and that in such circumstances the non-breaching party will be entitled to injunctive or other equitable relief, or both, in each case without the requirement to post any bond or other form of security and without such constituting an election of remedies or disentitling the non-breaching party to each and every remedy available at law or in equity for a breach of this Agreement.
9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
9.1. Our Warranties. We warrant that (a) the Purchased Services will perform materially in accordance with the applicable Documentation, (b) subject to any contrary provision in this Agreement, including, but not limited to, Section 3 (Integration with Non-Hussle Applications), We will not materially decrease the functionality of the Purchased Services during a subscription term, (c) the Purchased Services and Hussle Content will not introduce Malicious Code into Your systems, and (d) We have validly entered into this Agreement and have the legal power to do so. For any breach of a warranty in Section 9.1, Your exclusive remedies are those described in Section 12.6 (Termination for Cause) and Section 12.7 (Refund or Payment upon Termination).
9.2. Your Warranties. You represent and warrant that (a) You shall be solely responsible for Your Content and the consequences of submitting and publishing Your Content on the Service, and that You own or have the necessary licenses, rights, consents, and permissions to publish Your Content; and You license to Us all patent, trademark, trade secret, copyright or other proprietary rights in and to Your Content for publication on the Service pursuant to these Terms of Service, (b) Your Content will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless You have permission from the rightful owner of the material or You are otherwise legally entitled to post the material and to grant Us all of the license rights granted herein; (c) neither You nor Your Users shall violate the Usage Restrictions, and (d) You have validly entered into this Agreement and have the legal power to do so.
9.2. Non-endorsement. We do not endorse any content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and We expressly disclaim any and all liability in connection with We do not permit copyright infringing activities and infringement of intellectual property rights on the Service and will remove all content if properly notified that such content infringes on another’s intellectual property rights. We reserve the right to remove content without prior notice.
9.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. HUSSLE CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
9.5. Artificial Intelligence and Automated Features. Certain Services may incorporate artificial-intelligence, machine-learning, or other automated decisioning technologies (“AI Features”). Client acknowledges and agrees that: (a) AI Features generate outputs based on patterns and data inputs and may not always be accurate, complete, or appropriate for every use; (b) Hussle does not guarantee the correctness, originality, or legality of any AI-generated output; (c) Client is solely responsible for reviewing, validating, and determining the suitability of any AI-generated output before relying on or publishing it; and (d) Hussle may use anonymized and aggregated data, including interaction data from AI Features, to improve system performance and training. Except to the extent prohibited by law, Hussle disclaims all liability for decisions or actions taken in reliance on AI Features, provided Hussle maintains commercially reasonable administrative and technical controls to safeguard Client and User data used by those AI Features.
10. MUTUAL INDEMNIFICATION
10.1. Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of a Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our warranties under Section 9.2 (Our Warranties), (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Your Content, a Non-Hussle Application or Your breach of this Agreement.
10.2. Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Your Content in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (i) promptly give You written notice of the Claim Against Us, (ii) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (iii) give You all reasonable assistance at Your expense.
10.3. Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.
11. LIMITATION OF LIABILITY
11.1. Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HERE UNDER IN THE 6 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED SERVICES).
11.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
12. TERM AND TERMINATION
12.1. Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.
12.2. Term of Purchased Subscriptions. The term of each subscription shall begin on the Term Start Date (as defined in Section 1) and continue for the duration specified in the applicable Quote. For legacy customers, any reference to “Launch Date” in a prior agreement shall be deemed to mean the Term Start Date for purposes of billing, renewal, and contract administration. Except as otherwise specified in a Quote, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one-year (whichever is greater), unless either party gives the other notice of non-renewal at least ninety (90) days before the end of the relevant subscription term. The subscription term for Pro Subscriptions begins on the launch date plus any applicable trial period, as disclosed in the Quote or agreed upon in writing by both parties.
12.3. Annual Price Increase. The per-unit or flat rate pricing during any automatic renewal term or any other renewal may be increased by up to 10% or CPI (consumer price index) based on the country location where invoices are sent, whichever is higher, that You were paying immediately before such renewal unless otherwise agreed to in writing by You and Us. Increases only take effect at the end of the contract term.
12.4. Minimum Monthly Recurring Revenue (MRR) Adjustment. Beginning after the first twelve (12) months following the Effective Date, Hussle will calculate the average of the invoiced amounts for the preceding twelve (12) months (“Average MRR”). The monthly the greater of (a) the Minimum Monthly Fee originally stated in the Quote or (b) the Average MRR shall become the new Minimum Monthly Fee for all subsequent billing periods and renewal terms. For multi-year agreements, this recalculated Minimum Monthly Fee shall apply automatically at the start of the second contract year and shall remain in effect for the remainder of the Current Term and any Renewal Terms. Hussle will provide written notice of such adjustment at least thirty (30) days before it takes effect.
12.5. Term Extension for Subsequent Purchase of Additional Features. When there is a subsequent purchase of additional features outside the initial subscription purchase, the subscription term will extend for one (1) year from the term end date of the added feature, unless the current subscription term already exceeds one (1) year.
12.6. Termination. A party may terminate this Agreement for cause (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured within ninety (90) days upon notice of material breach, or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
12.7. Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 12.6 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Quotes after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 12.6, You shall, within five (5) days, pay Us any unpaid fees for Purchased Services provided prior to such termination, plus an amount equal to the Minimum Monthly Fee multiplied by the number of months remaining in the term following the effective date of such termination, or a pro rata portion thereof for any partial months (“Termination Fees”), and to the extent payments are made under any Quote, via credit card or ACH transfer, You hereby authorize Us to charge such credit card or the applicable bank account for all such past due fees and Termination For clarity, any Financial Breach by Client will also trigger the Collection / Breach Fee in Section 6.8, which shall be due in addition to any Termination Fees.
12.8. Your Data Portability and Deletion. Upon request by You made within thirty (30) days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export or download as provided in the Documentation. After that 30-day period, We will have no obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control as provided in the Documentation, unless legally prohibited.
12.9. Surviving Provisions. Section 6 (Fees and Payment for Purchase Services), Section 7 (Proprietary Rights and Licenses), Section 8 (Confidentiality), Section 9.4 (Disclaimers), Section 10 (Mutual Indemnification), Section 11 (Limitation of Liability), Section 12.7 (Refund or Payment upon Termination), Section 12.8 (Your Data Portability and Deletion), Section 13 (Notices, Governing Law and Jurisdiction) and Section 14 (General Provisions), will survive any termination or expiration if this
13. NOTICES, GOVERNING LAW AND JURISDICTION
13.1. Venue; Choice of Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed, and interpreted in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the federal and state courts in Bexar County, Texas, for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement; (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement, except in the federal and state courts in Bexar County, Texas; and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.
13.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the second business day after mailing by reputable courier services with tracking and signature required (i.e. FEDEX or UPS), or (c) the first business day after sending by email with confirmation of receipt (provided email shall not be sufficient for notices of termination or an indemnifiable claim unless such notice is expressly accepted as such by the intended recipient in writing, in each instance). Billing-related notices to You shall be addressed to the relevant billing contact designated by All other notices to You shall be addressed to the relevant system administrator designated by You.
13.3. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
13.4. No Agency. We enter into this Agreement as principal and not as agent for any other Subject to any permitted Assignment under Section 14.4, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.
13.5. Digital Millennium Copyright Act. You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. We may deny access to the Services to any User who is alleged to infringe another party’s copyright. Without limiting the foregoing, if You believe that Your copyright has been infringed, please review the provisions of Exhibit A hereto, and notify us as specified on Exhibit A
14. GENERAL PROVISIONS
14.1. Export Compliance. The Services, Hussle Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use any Service or Hussle Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan and Syria) or in violation of any U.S. export law or regulation.
14.2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us.
14.3. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Hussle Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the applicable Quote, (b) this agreement, and (c) the Documentation. Hussle reserves the right to include these Pro Model Billing and Subscription Terms explicitly in future agreements to standardize billing, reporting, and revenue-sharing practices
14.4. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Quotes), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon thirty (30) days’ written notice. In the event of such a termination, We will refund to You any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
14.6. Third-Party Beneficiaries. Our content licensors shall have the benefit of Our rights and protections hereunder with respect to the applicable Hussle Content. There are no other third-party beneficiaries under this Agreement.
14.7. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that
14.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
14.9. Transition from Launch Date to Term Start Date. For avoidance of doubt, all references in legacy contracts or documentation to a “Launch Date” shall be interpreted as referring to the “Term Start Date” defined herein, which is the controlling trigger for billing, renewals, and subscription calculations going forward. This interpretation applies notwithstanding any conflicting reference to “Launch Date” in prior documentation, Quotes, or communications.
14.10. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement that is due to acts of God, fire, flood, earthquake, explosion, war, terrorism, invasion, riot, civil unrest, acts of civil or military authorities, pandemic, epidemic, government regulation or advisory, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, failure of telecommunications or information services, denial of service attacks, other cyberattacks, or other similar events beyond the reasonable control of such party (each, a “Force Majeure Event”). A party seeking to invoke this Section must: (a) provide the other party with prompt written notice of the Force Majeure Event and its expected duration, and (b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance; provided, however, that such party shall not be required to settle labor disputes or incur extraordinary expenses.
During any Force Majeure Event, the affected party’s performance obligations under this Agreement (other than payment obligations for Services already received or minimum contractual commitments) shall be suspended to the extent such performance is prevented by the Force Majeure Event. Notwithstanding any Force Majeure Event affecting Our performance, Customer’s payment obligations for (a) Services provided prior to the Force Majeure Event, (b) minimum fees and contractual commitments during any suspension period regardless of whether such Services remain available, and (c) any fees that accrue during the Force Majeure Event for Services that continue to be provided, shall remain in full force and effect. No service level credits, refunds, or other remedies shall be available to Customer for any service interruptions caused by Force Majeure Events.
If a Force Majeure Event prevents Our performance of material obligations for more than ninety (90) consecutive days, either party may terminate the affected Services upon thirty (30) days’ written notice. In the event of such termination, Customer shall pay all unpaid fees for Services provided through the date of termination, including any minimum commitment fees or contractual minimums for the then-current term, and We shall refund any prepaid fees for Services not provided after the effective date of termination, less any amounts owed for minimum commitments.
For the avoidance of doubt, Force Majeure Events expressly include failures or interruptions in third-party services, platforms, or infrastructure upon which the Services depend, including but not limited to cloud hosting providers, App Stores, payment processors, telecommunications providers, and internet service providers.
Exhibit A
Digital Millennium Copyright Act Provisions
If You are a copyright owner or an agent thereof and believe that any content infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact You, such as an address, telephone number, and, if available, an electronic mail;
- A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(a) Submitting a Copyright/Trademark Infringement Notice. If You believe that third party material posted on or accessible through Hussle Applications, websites, and Services constitutes infringement of Your copyright or trademark rights, please send a notice of infringement to Hussle’s designated agent by legal@Hussle.tech. By submitting the infringement notice, You acknowledge and agree that Hussle or its designated agent may forward the information You provide in Your notice to the person responsible for the allegedly infringing If You are unsure whether the material that You are reporting is in fact infringing, You may wish to contact an attorney before filing a notification with Us. Please be aware that under 17 U.S.C. (s) 512(f) of the DMCA, You may be liable for any damages, including costs and attorneys’ fees incurred by Us or Our merchants, if You knowingly and materially misrepresent that an activity or material is infringing. While the online form is the easiest and quickestway to submit Your complaint with Us, if You prefer, You may also write to Hussle’s designated agent at the following address. If You write to Us, please be sure to provide all the information listed above under Requirements.
SW Direct Sales LLC
dba Hussle Technology
Attn: Copyright/Trademark Agent
1881 W Traverse Pkwy Suite E #304
Lehi, UT 84043
(b) Submitting a Counter-Notice After Removal of an Affected Party’s Material. If Your material has been removed or disabled as a result of an infringement notice and You believe such material is not infringing, or that You have the authorization or right to post and use that material from the copyright or trademark owner, that owner’s agent, or pursuant to law, You may send a counter-notice to Hussle’s designated agent at the address above. The counter- notice must include:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
- Your name, physical address, email address, and telephone number; and
- A statement that You consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if Your address is outside of the United States, for any judicial district in which Hussle may be found, and that You will accept service of process from the person who provided notification of infringement or an agent of such Hussle or its designated agent will forward Your counter-notice to the party who submitted the infringement notice. If the complainant does not file an action seeking a court order to restrain You from engaging in infringing activity related to the removed or disabled material within ten
(10) business days of receiving the counter-notice from Hussle, then Hussle may reinstate the removed or disabled material.
(c) Submitting a Complaint to Report Violation of Your Likeness. If You think that content someone else has posted on Hussle Applications, websites or Services uses Your name, voice, signature, image or likeness, or that of Your minor child, without Your permission and in violation of a legally recognized right of publicity, We encourage You first to contact the user directly about Your concerns. If that does not resolve Your concerns, You may file a report at: legal@Hussle.tech
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