Cloud Service License Agreement

CLOUD SERVICE LICENSE AGREEMENT

This Cloud Service License Agreement ("Agreement") is entered into as of Effective Date: by and between Licensor Name: and Client Name: .

Recitals

WHEREAS, Licensor develops, operates and maintains a cloud-hosted software platform and related services described as Service Name: (the "Service"); and

WHEREAS, Client desires to obtain, and Licensor is willing to grant, a license to access and use the Service on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

Scope of Work

Licensor shall provide and maintain the Service consistent with the functionality and deliverables described in the Scope of Work above. Licensor will use commercially reasonable efforts to ensure availability and perform maintenance in accordance with the service levels set forth in this Agreement.

License Grant and Restrictions

Subject to Client's payment of fees and compliance with this Agreement, Licensor grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for Client's internal business purposes during the Term. All rights not expressly granted are reserved by Licensor.

Client shall not (a) copy, modify, distribute, or create derivative works of the Service; (b) reverse engineer or attempt to derive source code; (c) use the Service to operate a service bureau or time-share service; or (d) remove or alter proprietary notices. Any permitted sublicense must be documented in writing and approved by Licensor.

Permit sublicensing with prior written consent from Licensor

Payment Terms

All fees are payable in U.S. dollars unless otherwise agreed. Client is responsible for applicable taxes arising from the transactions under this Agreement, except taxes based on Licensor's net income. Licensor may suspend access to the Service if Client fails to pay undisputed amounts within thirty (30) days after written notice.

Term and Termination

Term Start Date:    Term End Date:

This Agreement shall remain in effect for the Term and shall automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal not less than days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice describing the breach. Upon termination, Client shall cease use of the Service. Licensor will, at Client's written request and subject to payment of outstanding fees, provide exported Client Data within days after termination, after which Licensor may permanently delete Client Data.

Confidentiality

Each party (the "Receiving Party") shall protect Confidential Information of the other party (the "Disclosing Party") with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall include non-public business, technical, and financial information disclosed in connection with this Agreement.

The Receiving Party may disclose Confidential Information to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential Information does not include information that is: (a) publicly available through no fault of the Receiving Party; (b) rightfully obtained from a third party without obligation of confidentiality; or (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain confidential for so long as such information qualifies as a trade secret under applicable law.

Data Security

Licensor will implement and maintain administrative, physical and technical safeguards designed to protect Client Data against unauthorized access, use, alteration or disclosure consistent with industry standards. Licensor shall notify Client without undue delay upon becoming aware of any security breach affecting Client Data and shall cooperate in reasonable mitigation efforts.

Warranties, Disclaimers and Remedies

Licensor warrants that it will provide the Service in a professional manner consistent with general industry standards. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE SERVICE IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Client's sole and exclusive remedies for any breach of the warranty above are, at Licensor's option, to use commercially reasonable efforts to correct the nonconformity or to terminate the Agreement and receive a refund of prepaid, unused fees. These remedies shall not apply to issues caused by Client's misuse or third-party components.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, BREACHES OF CONFIDENTIALITY, OR INFRINGEMENT INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF LICENSOR ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense, which the indemnifying party controls.

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county of for resolution of disputes.

Notices

All notices, requests and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses provided above by hand, certified mail, or overnight courier, and shall be effective upon receipt.

Entire Agreement

This Agreement, including any exhibits, schedules and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

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