This Subscription Agreement (“Agreement”) is made and entered into as of the date of acceptance of the terms and conditions by the user (“Customer”) with WidgetGPT Inc. (“WidgetGPT”), a company incorporated under the laws of Nevada, with its principal place of business at 1 Liberty Street, Reno, NV, 89501, and _____________ , Inc. (collectively, “WidgetGPT”).

1. Service

WidgetGPT provides a software-as-a-service (“SaaS”) platform that enables Small Medium Businesses (“SMBs”) to communicate with consumers using the WidgetGPT AI platform offering chat through images and other features (“Service”). The Service is made available to Customer on a subscription basis.

2. SaaS Subscription

a. SaaS Subscription Term: The subscription term (“Subscription Term”) will begin on the date of acceptance of the terms and conditions by the Customer and continue until terminated by either party in accordance with this Agreement.

b. Subscription Fee: In consideration for the use of the Service, Customer agrees to pay WidgetGPT the subscription fee (“Subscription Fee”) according to the subscription (“Subscription Plan”) selected by the Customer herein. The Subscription Fee is due and payable at the beginning of each Subscription Term.

c. Payment Method: Customer shall pay the Subscription Fee by credit card, debit card, e-check, ACH, or any other payment method accepted by WidgetGPT Inc.

d. Changes to Subscription: Customer may change its subscription plan or add or remove users during the Subscription Term by contacting WidgetGPT’s customer support team at [email protected] . Any change to the Subscription Fee will be effective on the next billing cycle.

3. Use of Service

a. License: WidgetGPT grants Customer a non-exclusive, non-transferable, limited license to use the Service during the Subscription Term solely for Customer’s internal business purposes within the US and in accordance with the terms and conditions of this Agreement and the WidgetGPT Terms of Service.

b. Restrictions: Customer shall not, directly or indirectly: (i) copy, modify, or create derivative works of the Service; (ii) reverse engineer, disassemble, or decompile the Service; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service to any third party; or (iv) use the Service in violation of any applicable laws or regulations. Any violation of Terms of Service may be grounds for immediate cancellation of the Service by WidgetGPT.

c. Customer Data: Customer shall retain all right, title, and interest in and to any data or information submitted to the Service by Customer (“Customer Data”). Customer hereby grants WidgetGPT a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display Customer Data solely for the purpose of providing the Service to Customer.

d. Support: WidgetGPT shall provide reasonable technical support to Customer during the Subscription Term by either email, live chat, or a customer support toll-free line provider to the Customer.

4. Confidentiality

a. Definition: “Confidential Information” means any information disclosed by one party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, 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.

b. Confidentiality Obligations: Each party agrees to maintain the confidentiality of the other party’s Confidential Information and not to disclose such information to any third party without the other party’s prior written consent, except as required by law or court order. Each party shall take reasonable measures to protect the other party’s Confidential Information from unauthorized use or disclosure.

c. Exclusions: The obligations of confidentiality shall not apply to any information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was known by the receiving party prior to receiving the same from the disclosing party; (iii) is received by the receiving party from a third party without breach of any obligation owed to the disclosing party; or (iv) is independently developed by the receiving party.

5. Pricing, Term and Order Form

a. Terms: This Agreement shall continue in effect for the Subscription Term unless terminated by the Customer and/or WidgetGPT. 

b. Basis: There are no per message fees or set-up charges. All pricing is on a per-location / per-store, basis.