LC-MS-IQ Subscription Terms and Conditions

Version 1.0

Effective Date: __________

These Subscription Terms and Conditions govern access to and use of LC-MS-IQ provided by LCMS IQ, LLC.

These Terms supplement the End User License Agreement (EULA), Privacy Policy, and other applicable agreements.

1. Subscription Service

LC-MS-IQ is offered as a subscription-based software service.

Subscription fees provide access to the software during the active subscription period only.

The subscription does not transfer ownership of the software.

All software remains the exclusive property of LCMS IQ, LLC.

2. Subscription Plans

Subscription plans may vary based upon:

• Number of users
• Number of instruments
• Number of methods
• Data storage requirements
• Support level
• Service level
• Additional features

LCMS IQ, LLC reserves the right to modify available plans and pricing for future subscription periods.

3. User Accounts

Each user must maintain an authorized account.

Users may not:

• Share credentials
• Allow unauthorized access
• Circumvent licensing restrictions

The customer is responsible for all activity occurring under its accounts.

4. Subscription Fees

Subscription fees are payable in advance.

Fees may be billed:

• Monthly
• Quarterly
• Annually

as specified in the applicable order, proposal, quote, or invoice.

All fees are non-refundable unless otherwise required by law or expressly agreed in writing.

5. Taxes

Customer is responsible for all applicable taxes, duties, assessments, and governmental charges associated with the subscription, excluding taxes based upon LCMS IQ, LLC income.

6. Automatic Renewal

Unless otherwise agreed in writing, subscriptions automatically renew for successive terms equal to the original subscription period.

Customers may cancel renewal by providing written notice prior to the renewal date.

7. Cancellation

Customers may cancel future renewals at any time.

Cancellation does not entitle the customer to a refund for fees already paid.

Access remains available through the end of the current subscription term unless otherwise terminated.

8. Non-Payment

Failure to pay subscription fees may result in:

• Suspension of access
• Restriction of functionality
• Termination of accounts
• Deletion of stored data following applicable retention periods

LCMS IQ, LLC may charge interest on overdue balances to the maximum extent permitted by law.

Customer remains responsible for all unpaid amounts.

9. Trial Accounts

Trial subscriptions may be offered at the discretion of LCMS IQ, LLC.

Trial accounts may include:

• Feature limitations
• Storage limitations
• Usage limitations
• Time limitations

LCMS IQ, LLC may terminate trial access at any time.

10. Software Availability

LCMS IQ, LLC will make reasonable efforts to provide reliable access to the software.

However, uninterrupted availability is not guaranteed.

Availability may be affected by:

• Maintenance
• Updates
• Network failures
• Third-party service interruptions
• Security incidents
• Force majeure events

11. Support

Support services are governed by the LC-MS-IQ Support and Maintenance Policy.

Subscription fees do not include consulting services unless expressly stated in writing.

12. Customer Data

Customer retains ownership of customer-provided data.

Customer grants LCMS IQ, LLC a limited right to process, store, transmit, display, analyze, and back up such data as necessary to operate the service.

Customer is responsible for maintaining independent backups of any information deemed important.

13. Data Export

Customers are responsible for exporting and retaining any desired data before subscription termination.

LCMS IQ, LLC is not obligated to retain customer data indefinitely following termination.

14. No PHI Storage

LC-MS-IQ is not intended for storage or processing of:

• PHI
• ePHI
• Patient-identifiable information

Customers shall not upload such information unless separately authorized through written agreement.

Customers remain solely responsible for compliance with privacy laws and regulations.

15. Subscription Modifications

Customers may request:

• Additional users
• Additional instruments
• Additional storage
• Additional support services

Additional fees may apply.

Changes become effective upon approval by LCMS IQ, LLC.

16. Price Changes

LCMS IQ, LLC may modify subscription pricing for future subscription terms.

Reasonable notice will be provided before renewal pricing changes take effect.

Existing prepaid subscription periods are unaffected.

17. Intellectual Property

All rights, title, and interest in LC-MS-IQ remain the exclusive property of LCMS IQ, LLC.

Nothing in these Terms transfers ownership of any intellectual property to the customer.

18. Termination by LCMS IQ, LLC

LCMS IQ, LLC may suspend or terminate access if:

• Customer violates applicable agreements.
• Customer engages in unlawful activity.
• Customer compromises system security.
• Customer fails to pay subscription fees.

19. Limitation of Liability

Subscription fees reflect the allocation of risk between the parties.

Liability limitations contained within the LC-MS-IQ EULA and Limitation of Liability provisions apply to all subscription services.

20. Governing Law

These Terms shall be governed by the laws of the State of Florida.

Any dispute shall be brought exclusively in the courts of Florida.

21. Entire Agreement

These Subscription Terms, together with the EULA, Privacy Policy, Support Policy, Intended Use Statement, and any applicable Order Form, constitute the complete agreement between the parties regarding subscription access to LC-MS-IQ.

22. Acceptance

Payment for, registration for, access to, or use of LC-MS-IQ constitutes acceptance of these Subscription Terms and Conditions.