This SUBSCRIBER CREDITS ADDENDUM (the “Credits Addendum”) is by and between Deep Origin Inc., (the “Company”) and “Subscriber”, as defined in that certain MASTER SERVICES AND SUBSCRIPTION AGREEMENT (“MSA”),  by and between Company and Subscriber of even date herewith. Company and Subscriber may each be referred to herein, individually, as a “Party” and, collectively, as the “Parties”. 

All capitalized terms not otherwise defined in this Credits Addendum shall have the meaning ascribed to such term in the MSA.

Recitals

WHEREAS, Subscriber has previously purchased from Company a subscription to access the Platform and use the Service, the terms of which are governed by the MSA, as well as Service Order(s) and Company’s User Terms of Service and Privacy Policy, which, by this reference, are incorporated herein, and referred to, collectively, as the “Terms”; 

WHEREAS, Company offers an option to allow its subscribers to pre-pay for access to the Platform and use of the Service by means of credits and discounts from Company;

WHEREAS, Subscriber is interested in utilizing the credits and discounts offered by the Company, pursuant to the terms and conditions of this Credits Addendum; 

WHEREAS, this Credits Addendum serves to addend the terms and conditions of the MSA, which remains in full force and effect, unless specifically modified herein; and 

NOW THEREFORE, Company and Subscriber for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows:

1. Definitions. The following terms shall be understood as defined herein. All capitalized terms used in this Credits Addendum, but not defined shall be understood as defined in the Terms.
1. “Coupon(s)” refers to a promotional document or voucher that may be issued by Company, at its discretion, that entitles Subscriber to receive a specified discount on certain goods and services, as identified by Company from time to time.
2. “Credit(s)” as used herein, refers, generally and collectively, to Discount Credits and Paid Credits.
3. “Credits Program” refers to the credits and discounts offered by Company, to Subscriber, to be used towards Subscriber’s pre-payment for the Service, upon the terms and conditions set forth herein.
4. “Discount Credits” refers to credits that Subscriber receives from Company, for no consideration. Discount Credits may only be used to discount the price of certain goods and SAAS services offered by Company, as identified by Company to Subscriber, in Company’s sole discretion and as may be changed by Company from time to time. 
5. “Paid Credits” refers to credits that Subscriber may receive by paying Company for the Service, which may be exchangeable for future use of the Service and access to the Platform, as well as any other goods and services as may be offered by Company from time to time.
6. “Subscription Term” refers to, collectively, all period(s) of time that this Agreement and each corresponding Service Order is effective, including the initial Term and any and all renewal Terms.
2. Service Commitment Obligations. In order to be eligible to partake in the Credits Program offered by Company, Subscriber must (i) execute the MSA and (ii) a corresponding Service Order, wherein Subscriber commits to a Subscription Term. The Subscription Term must include a commitment by Subscriber to either a minimum dollar amount or a minimum period of time for use of the Service.
3. Acquiring Credits. Upon Subscriber’s commitment to a Subscription Term, Subscriber may acquire Credits from Company during the Subscription Term as follows: 
1. Discount Credits.
1. Company may issue Discount Credits to Subscriber solely at Company’s discretion;
2. The number of initial Discount Credits available to Subscriber shall be as listed on the Service Order between the Parties;
3. Company may issue additional Discount Credits, beyond those listed in a Service Order to Subscriber at any time and in any amount, in Company’s sole discretion and such additional Discount Credits shall be as identified by Company on a Deep Origin Site or on a separate documentation provided by Company.
2. Paid Credits. 
1. Company shall issue Subscriber Paid Credits, in the amount and at the rate as listed on the Service Order, upon payment by Subscriber, in full, for the Subscription Term to which Subscriber has committed in the Service Order.
2. Subscriber may purchase additional Paid Credits from Company via a Deep Origin Site at a rate of $1.00 per Paid Credit, plus applicable sales tax or VAT (generally, “Tax(es)”) . 
1. Company may adjust the price per Paid Credit at its discretion, but no changes will be applied during the initial or renewal Term in which the Paid Credit is acquired by Subscriber.
2. The amount of Taxes on Paid Credits purchased by Subscriber will be estimated by Company at the time of sale of the Paid Credits, and Company will hold the total amount paid towards Taxes in a non-interest-bearing escrow account, until Subscriber orders Services using Paid Credits, at which time Company will apply the collected Tax amounts towards payment of the actual Taxes due by Subscriber for the Service purchased.
3. If any adjustment is required to the amount of Taxes collected by Company at the time of Paid Credits purchase as compared to the amount of sales tax required for the Service actually ordered by Subscriber, Company shall notify Subscriber of the difference and either reimburse or invoice Subscriber for the difference within ninety (90) days of the end of the Subscription Term. Such an invoice shall be payable upon receipt. 

 

• Use of Credits. Use of Credits by Subscriber are subject to the following terms and conditions:

 

1. Credits.
1. Subscriber may acquire and use, and the Company may issue, fractional Credits.
2. Credits are not redeemable for cash and are not refundable.
3. Subscriber is responsible for confirming it has sufficient quantity of Credits available to run the Service and process the amount of data it intends. In the event Subscriber uses more Credits than Subscriber currently has available to it, Company shall issue an invoice to Subscriber for the balance of Credits owed to Company and Subscriber shall pay Company for the excess Credits used. 
4. Company reserves the right to decline the use of Credits by Subscriber if Company determines, at its sole discretion, that Subscriber’s financial status with respect to Company is unsatisfactory. Factors contributing to an unsatisfactory financial status may include, but are not limited to, current pending invoices, outstanding debt owed to Company, prior late or missed payments to Company, or any indication of financial distress or insolvency. Company’s decision shall be final and binding.
2. Discount Credits.
1. Discount Credits may only be used on those certain goods and services identified by Company to Subscriber, in Company’s sole discretion. Company may change the goods and services on which Discount Credits may be used in its sole discretion, without prior notice to Subscriber.
2. Discount Credits may not be used to acquire or discount the cost of Paid Credits or towards taxes. 
3. In the event Subscriber is refunded any portion of a payment made to Company for the Service, per the MSA, the corresponding amount of Discount Credits held by Subscriber will be returned to Company.  
4. Discount Credits may not be available in all jurisdictions. 
5. Subscriber shall remain liable for the full cost of the Service, as agreed-upon in the Service Order. If Subscriber fails to make any timely payments, per the Service Order, or stops use of the Service, during the Subscription Term, or similar failures to comply with the Terms, Company may decline to honor Discount Credits previously issued to Subscriber and require payment in full for the Service. 
3. Paid Credits.
1. Subscriber may use Paid Credits to pay for the Service offered by Company.
2. Subscriber is solely responsible for determining the number of Paid Credits needed to complete its intended processes on the Platform. 
3. If Subscriber uses Paid Credits to run Software offered by Company on the Platform, as part of the Service,  and the Software fails, Company may, in its sole discretion, offer Subscriber Discount Credits or Coupons that may be used towards the cost of re-running the Software.

 

• Credits Rollover and Expiration. Credits shall be subject to the following conditions of use during and after the Subscription Term.

 

1. Discount Credits.
1. Any unused Discount Credits will automatically expire at the end of a Subscription Term, unless noted otherwise in the Service Order.
2. Upon termination of the MSA by the Company for any reason, any unused Discount Credits shall be forfeited by Subscriber.
2. Paid Credits.
1. Any unused Paid Credits will automatically rollover to the next renewal Term, throughout the entire period of the Subscription Term. 
2. If the Subscription Term is not renewed, all Paid Credits will expire 90 days after the end of the Subscription Term. 
3. No refunds shall be issued for expired Paid Credits.
1. General Provisions. 
1. Upon termination of the MSA or a Service Order by the Company, as a result of a breach or threatened breach by Subscriber, no Credits will be refunded to Subscriber.
2. Company shall provide Subscriber with a monthly or live statement detailing Subscriber’s  usage of Credits. The statement shall include the beginning balance, usage during the immediately preceding month, deductions (payments made using Credits) and ending balance of Credits.
3. By execution of the MSA and the acquisition of any Credits, Subscriber affirms its understanding of the Credits Program offered by Company and that its participation in the Credits Program is fully voluntary and not mandatory in order to access the Platform and use the Service, unless otherwise noted by Company in writing for certain features of the Service, which may be accessible only via use of Credits. 
4. All other terms and conditions of the MSA shall remain in full force and effect. In the event of any conflict between the terms of the MSA and this Credits Addendum, the terms of this Credits Addendum shall prevail solely with respect to the subject matter herein.