Business Subscription Form

BUSINESS SUBSCRIPTION FORM

RECITALS

This Business Subscription Agreement is entered into between Service Provider: and Subscriber: .

WHEREAS, Service Provider offers software, services and related deliverables as described herein; and

WHEREAS, Subscriber desires to obtain a subscription to such services under the terms and conditions set forth below, effective as of Effective Date: .

SUBSCRIPTION DETAILS

PAYMENT TERMS

Subscriber shall pay Provider the Subscription Fee in consideration for access to the services. The initial Subscription Fee is: payable as set forth below.

Credit Card    ACH / Bank Transfer    Invoice

Late payments shall incur a late fee equal to: on outstanding amounts, and Subscriber is responsible for collection costs and attorneys' fees incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

The initial term commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon written notice of: days. Provider may suspend services immediately for nonpayment after a cure period of days following notice.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party 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 ("Confidential Information"). Confidential Information shall not include information that (i) becomes publicly available other than through a breach of this Agreement, (ii) was already lawfully in the receiving party's possession, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without using the other party's Confidential Information. Receiving party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but not less than reasonable care.

DATA SECURITY & PRIVACY

Provider will implement and maintain administrative, physical and technical safeguards reasonably designed to protect Subscriber Data from unauthorized access, use, alteration or disclosure. Provider will notify Subscriber without undue delay after becoming aware of any security incident affecting Subscriber Data and will cooperate in remediation efforts.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and accepted order forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

ADDITIONAL BUSINESS INFORMATION

REPRESENTATIONS AND ACKNOWLEDGMENTS

Each party represents and warrants that it has the legal right and authority to enter into this Agreement and perform its obligations hereunder. Subscriber acknowledges responsibility for all use of the services under its account, including use by Authorized Users.

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