Customer Portal Software Agreement

Customer Portal Software Agreement

This Customer Portal Software Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at and Provider Name: with principal place of business at .

Recitals

WHEREAS, Provider has developed a web-based customer portal software platform designed to collect, display, and manage customer interactions, payments, and support requests (the "Software"); and

WHEREAS, Client desires to obtain a license to use the Software and related services described herein, and Provider is willing to provide such license and services on the terms set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth their complete understanding regarding delivery, payment, confidentiality, and allocation of rights with respect to the Software and any custom work.

Scope of Work

License and Use

Provider hereby grants to Client a non-exclusive, non-transferable, revocable license to access and use the Software solely for Client's internal business purposes, subject to the terms and limitations set forth in this Agreement. Client shall not sublicense, reverse engineer, modify, copy, distribute, or create derivative works of the Software except as expressly permitted in writing by Provider.

Payment Terms

All payments are due in U.S. dollars. Client is responsible for any applicable taxes and for reimbursing reasonable, pre-approved out-of-pocket expenses incurred by Provider in performance of the Scope of Work. Provider shall invoice Client in accordance with the Payment Schedule and Client shall pay invoices within thirty (30) days of receipt unless otherwise agreed in writing.

Term and Termination

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Provider may suspend access to the Software if Client fails to pay undisputed fees when due, subject to fifteen (15) days' prior written notice and an opportunity to cure.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) protect Confidential Information of the other party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information of the other party except to perform its obligations under this Agreement; and (c) not disclose Confidential Information of the other party to any third party except to those employees, contractors, or advisors with a need to know and who are bound to confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is or becomes publicly available without breach, was known to the receiving party prior to disclosure, or is independently developed by the receiving party without use of Confidential Information.

Confidentiality Term (in years):

Data Security and Ownership

Client retains all right, title and interest in and to Client Data. Provider shall implement and maintain administrative, physical, and technical safeguards reasonably designed to protect Client Data from unauthorized access, use, or disclosure. Provider shall process Client Data only on Client's instructions and in accordance with this Agreement.

Warranties, Disclaimer and Limitation of Liability

Provider warrants that the Software will materially conform to the functional specifications set forth in the Scope of Work for a period of ninety (90) days after delivery. Client's exclusive remedy for breach of this warranty shall be, at Provider's option, re-performance or refund of fees paid for the nonconforming component. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages. Provider's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

Governing Law

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. Any action to enforce this Agreement shall be brought exclusively in the state or federal courts located in that State.

Entire Agreement

This Agreement, including the Scope of Work and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy.

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