Fast Company Subscription Pricing Agreement

Subscription Agreement

This Subscription Agreement (“Agreement”) is between Do Process LP by its general partner, Dye & Durham Acquisition Limited, (“DoProcess”) and the undersigned subscriber (the “Subscriber”) effective this 20th day of September 2021. (“Effective Date”)

(a) Grant: Subject to the Subscriber’s payment of applicable Subscription Fees as stated in (b) below, DoProcess grants the Subscriber a non-exclusive, non-transferable, non-sublicensable, limited right and licence to access and use the Fast Company Program (“the Program”) during the Subscription Period.

(b) Fees: DoProcess will allocate fees based on the tiered pricing fee structure below (“Subscription Fees”) taking into account the Subscriber’s transaction volumes in the past twelve (12) months on the Program.

Tiered Pricing Fee Structure 

Tier	Transaction Volumes per year	Subscription Fees ($) per month
1	1 – 10	$25.00
2	10 – 25	$65.00
3	25 – 50	$140.00
4	50 – 200	$300.00
5	200 – 500	$1,000.00
6	500 – Unlimited	$2,500.00

Based on the Subscriber’s transaction volumes in the past twelve (12) months the Subscriber will be placed in the appropriate Tier, payable per month, and monthly in advance as set out in communications shared by DoProcess.

The Subscription fees are fixed for the initial Subscription Period unless the Subscriber is upgraded or downgraded as may be requested and approved by Do Process in its sole discretion. Do Process reserves the right to review and adjust the Subscription fees at renewal upon notice to the Subscriber. In which case, unless otherwise agreed, the change will be effective upon the start of the next Subscription Period, and Subscriber will be charged and will pay the adjusted fees for that Subscription Period. If the Subscriber does not agree with the change in fees, either party may choose to terminate the subscription at the end of the then current term.

DoProcess reserves the right to review and adjust the calculation matrix for the tiered pricing fee structure from time to time and will notify the Subscriber in the event of any modifications.

(c) Payment: Subscriber will pay the Subscription Fees and all applicable taxes and other charges imposed by governmental authorities in respect of those fees. As an incentive for signing up to the subscription fee program within the promotional period, the Subscriber will only pay the Subscription Fees for the first Thirty- Six (36) months of the Term, with no fees attributed to transactions created within the last six (6) months of the Term. For clarity, the Subscriber will not be charged for months Thirty-Seven (37) to Forty-Two (42) of the Subscription Period.

All Subscription fees are payable by the payment options made available and designated by DoProcess, either by credit card payments, or against an invoice, including automatic payment mechanisms. The Subscriber will continue with the same payment method as designated in their current account. The Subscriber hereby expressly authorizes DoProcess or its agents to charge or withdraw all fees incurred under this Agreement to such applicable payment source and such authorization will survive termination of this Agreement until there are no charges owing by the Subscriber under this Agreement.

The Subscriber must comply with the terms of all agreements between Subscriber and any third-party payment processors, and if Subscriber has any disputes regarding the processing of any payment, then Subscriber must deal directly with those third parties to resolve the disputes.

If for any reason DoProcess is unable to obtain automatic payment using the designated payment source, Subscriber will immediately pay DoProcess the amount due and provide DoProcess with an alternative payment method for future payments.

Any late payments will be subject to interest at the rate of 18% per year, calculated from the date payment was due until the date the payment (including all accrued interest) is paid in full.
All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

(d) Suspension and Acceleration: If any amount owing by Subscriber under this Agreement is overdue for thirty (30) days, or if Subscriber’s or any User’s access to or use of the Program or Subscriber Data breaches this Agreement or violates the rights of any third party or is considered unlawful (as determined by DoProcess in its sole discretion) then DoProcess may, without limiting its other rights and remedies:
(i) accelerate any unpaid fee obligations so that all such obligations become immediately due and payable;
(ii) suspend access to and use of the Program.

DoProcess will attempt to notify Subscriber in advance of the suspension so that Subscriber can take corrective actions, but DoProcess reserves the right to act immediately if it reasonably believes it may be subjected to civil or criminal liability or regulatory action, or that its provision of the Program will be enjoined.

(e) Term: This Agreement will commence on the Effective date and continues for a period of  Forty-Two (42) months, (“Subscription Period”) unless terminated earlier in accordance with (f) below. The Subscription Period will automatically renew for successive Subscription Periods unless either party gives the other party written notice of its intention not to renew at least 30 days prior to the end of the then-current Subscription Period. (All Subscription Periods are collectively the “Term”.)

(f) Termination: The Subscriber may terminate the Subscription within the first ten (10) days of the Effective Date by written notice to Do Process. The Subscriber may terminate the subscription at its convenience anytime after the first 30 days of the Subscription Period provided that Do Process, unless otherwise agreed, will not provide any refunds of prepaid Subscription Fees or unused Subscription Fees and the Subscriber will promptly pay all unpaid fees due through the end of the Subscription Period.

(g) Additional Provisions:

Governing Law: This Agreement will be performed and interpreted in accordance with the laws of Ontario (and the federal laws of Canada applicable in Ontario), without regard to conflict of laws principles, and the parties hereby irrevocably submit to the exclusive jurisdiction of the Ontario courts, provided that DoProcess may apply to a court of competent jurisdiction for interim protection or equitable relief such as an interlocutory or interim injunction.

Entire Agreement; Modification. This Agreement, and the End User Licence Agreement (EULA)  which terms are incorporated by reference herein, constitutes the entire agreement between the parties, and replaces any and all prior agreements and understandings, whether written or oral, in any way relating to the subject matter of this Agreement.

Conflict or Inconsistency: In the event of any conflict or inconsistency between this Subscription Agreement and the End User Licence Agreement with respect to the Fast Company Program, this Subscriber Agreement shall prevail.

Invalidity: If a court of competent jurisdiction finds any provision of this agreement to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement will not be affected or impaired.