Business Services SaaS Document

BUSINESS SERVICES SAAS AGREEMENT

This Business Services SaaS Agreement (the Agreement) is entered into as of between ("Provider") and ("Client").

RECITALS

WHEREAS, Provider develops and operates a software-as-a-service platform and offers business services delivered through that platform; and

WHEREAS, Client desires to obtain and Provider agrees to provide access to and use of the Platform and related services subject to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the Agreement govern the license, service levels, fees, confidentiality, and other rights and obligations of the parties.

SCOPE OF WORK

Provider shall host, maintain, and provide access to the Platform, including any updates and support described in this Agreement. Provider will use commercially reasonable efforts to provide the Services in accordance with the service description in the Scope of Work and the documented support and maintenance procedures agreed by the parties.

PAYMENT TERMS

All fees are payable in the currency specified on the invoice and are exclusive of taxes, duties, or similar governmental charges, which shall be paid by Client unless Client provides valid tax exemption documentation prior to invoicing. Provider may suspend access for non-payment after a thirty (30) day written notice and opportunity to cure.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for material breach that remains uncured for the notice period above. Provider may terminate immediately if Client materially and repeatedly breaches payment obligations. Upon termination Client's right to access the Platform ends; Provider will make available a single export of Client Data for a period of thirty (30) days subject to payment of outstanding fees.

CONFIDENTIALITY

Each party agrees that Confidential Information disclosed by one party to the other shall be kept in strict confidence and shall not be disclosed to any third party without prior written consent, except as required by law. Confidential Information does not include information that: (a) is publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain reasonable administrative, physical, and technical safeguards designed to protect Client Data from unauthorized access, use, or disclosure. Provider shall notify Client of any confirmed data breach affecting Client Data promptly and shall cooperate with Client in accordance with applicable law in investigating and mitigating such breach.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in its Platform, software, improvements, and any derivative works, including all intellectual property rights. Subject to payment of fees and compliance with this Agreement, Provider grants Client a limited, non-exclusive, non-transferable license to access and use the Platform during the Term solely for Client's internal business purposes.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Provider warrants that it will provide the Services substantially in accordance with the Scope of Work. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR DIRECT DAMAGES WILL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Client will indemnify and hold Provider harmless from third-party claims arising from Client's use of the Platform in violation of this Agreement, Client Data, or Client's breach of any representations or obligations.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses provided above, and shall be deemed given upon receipt or, if sent by certified mail, three (3) business days after mailing.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written agreements, proposals, and communications relating to the subject matter hereof. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business related to the Platform.

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