Financial SaaS Agreement

FINANCIAL SAAS AGREEMENT

This Financial SaaS Agreement (the Agreement) is entered into by and between:

1. Effective Date and Term

Effective Date: . The initial term shall continue for a period of months and shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

2. Definitions

Capitalized terms used in this Agreement have the following meanings unless otherwise defined herein:

"Services" means the software-as-a-service platform and any related professional services described in the Service Description. "Confidential Information" means non-public information disclosed in writing or in a tangible form identified as confidential, or disclosed orally and identified as confidential within thirty (30) days in writing.

3. Services

Provider grants Client a non-exclusive, non-transferable right to access and use the Services solely for Client's internal business purposes, subject to the terms of this Agreement and any applicable usage limits set forth in the Service Description.

4. Fees, Invoicing and Payment

Client will pay Provider the fees set forth in the Fee Schedule below. Fees are due according to the payment terms specified on each invoice.

Payment Terms: Invoices are due within days of invoice date. Late payments shall accrue interest at or the maximum permitted by law, whichever is less. Accepted payment methods: .

5. Data Security and Privacy

Provider will maintain administrative, physical, and technical safeguards designed to protect Client Data against unauthorized access, use, alteration, or disclosure. Provider will process Client Data only on documented instructions of Client and shall notify Client of any confirmed data breach affecting Client Data within days of discovery.

6. Confidentiality

Each party shall maintain the confidentiality of the other party's Confidential Information and shall not disclose such information except to employees, contractors or advisers who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party.

7. Intellectual Property

Provider retains all right, title and interest in and to the Services, software, documentation, and related intellectual property. Client retains all right, title and interest in and to Client Data uploaded to the Services. Provider shall have a perpetual, royalty-free license to use Client Data solely to perform and improve the Services in accordance with this Agreement (subject to confidentiality obligations).

8. Warranties; Disclaimers

Provider warrants that it will perform the Services materially in accordance with the Service Description and will use commercially reasonable efforts to make the Services available in accordance with the published service levels. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Indemnification

Provider will defend Client against any third-party claim alleging that the Services, as provided by Provider under this Agreement, infringe a third party's intellectual property rights and will indemnify Client for amounts finally awarded against Client resulting from such claim, provided Provider is given prompt notice and control of the defense and an opportunity to cure.

10. Limitation of Liability

EXCEPT FOR EACH PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, AND CLAIMS ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Termination and Data Return

Either party may terminate for material breach if the breaching party does not cure within days after written notice. Upon termination, Provider will, at Client's direction, return or securely delete Client Data in Provider's possession within days, subject to permitted backups and retention for legal compliance.

12. Service Levels and Credits

Provider's target uptime is . For any monthly uptime below the target, Client may be eligible for service credits as set forth in the Service Description. Service credits are Client's sole and exclusive remedy for unavailability.

13. Audit and Compliance

Provider shall maintain records reasonably necessary to demonstrate compliance with applicable obligations under this Agreement and shall permit Client, upon reasonable notice and subject to confidentiality protections, to audit such records no more than once per 12-month period, unless required by law.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state of , without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good-faith negotiation and, if unresolved, submit to binding arbitration in the agreed jurisdiction unless otherwise mutually agreed in writing.

15. Notices

Notices under this Agreement shall be sent to the addresses below (or to alternate addresses provided in writing):

16. Additional Terms

The parties agree that electronic signatures, facsimile signatures, or scanned signatures delivered by electronic transmission shall be binding and have the same force and effect as original signatures.

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