Master Subscription Agreement

MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: with principal place of business at and Subscriber: with address at .

RECITALS

WHEREAS, Provider operates and licenses a hosted software platform and related services as described in this Agreement (the "Subscription Services");

WHEREAS, Subscriber desires to obtain and Provider desires to grant a subscription to the Subscription Services subject to the terms and conditions set forth herein; and

WHEREAS, the parties intend to set forth their respective rights and obligations regarding access, support, fees, confidentiality, data protection, and intellectual property in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Master Subscription Agreement and all Schedules and Exhibits attached hereto.

1.2 "Subscription Services" means the Provider-hosted software, related online documentation, updates, and Support described in Section 3 and any Statement of Work executed under this Agreement.

1.3 "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature and circumstances of disclosure.

2. SUBSCRIPTION SERVICES

2.1 Provision. Provider will make the Subscription Services available to Subscriber in accordance with the terms of this Agreement and the applicable ordering document or invoice.

3. FEES AND PAYMENT

3.1 Fees. Subscriber shall pay Provider the subscription fees set forth in each ordering document. Fees are non-refundable except as expressly provided herein. All fees are denominated in the currency specified in the relevant ordering document.

3.2 Taxes. All fees are exclusive of taxes. Subscriber will be responsible for all taxes, duties or other governmental assessments (other than taxes on Provider's net income).

4. TERM AND TERMINATION

4.1 Term. The initial term shall commence on the Effective Date and continue for months, unless earlier terminated as provided herein.

4.2 Renewal. The subscription will automatically renew for successive terms of equal duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4.3 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach is not cured within thirty (30) days after written notice specifying the breach.

5. CONFIDENTIALITY

5.1 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 except as necessary to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted herein.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party.

6. DATA PROTECTION

6.1 Each party will comply with applicable data protection laws in the collection, processing and transfer of personal data. Provider will implement reasonable technical and organizational measures to protect Subscriber Data against unauthorized access, alteration, or destruction.

7. INTELLECTUAL PROPERTY

7.1 Provider Ownership. Provider retains all right, title and interest in and to the Subscription Services, Provider's Confidential Information, and all related intellectual property rights. Nothing in this Agreement conveys any rights other than the limited license to access and use the Subscription Services as expressly set forth herein.

7.2 Subscriber Data. As between the parties, Subscriber retains all right, title and interest in and to Subscriber Data. Provider shall have the limited right to process Subscriber Data solely to provide the Subscription Services.

8. WARRANTIES; DISCLAIMER

8.1 Mutual Warranty. Each party represents and warrants that it has the full power and authority to enter into this Agreement and perform its obligations hereunder.

8.2 Provider Warranty. Provider warrants that the Subscription Services will materially conform to the documentation for the Subscription Services. For any breach of this warranty, Subscriber's exclusive remedy and Provider's entire liability shall be the repair or replacement of the non-conforming portion of the Subscription Services.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SUBSCRIPTION SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY SUBSCRIBER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INDEMNIFICATION

10.1 Provider Indemnity. Provider will defend, indemnify and hold Subscriber harmless from and against any third-party claims alleging that the Subscription Services, as provided and used in accordance with this Agreement, infringe a third party's issued patent, copyright, or trademark. Provider's obligations are conditioned upon Subscriber (a) promptly notifying Provider in writing of the claim; (b) permitting Provider to control the defense and settlement; and (c) providing reasonable assistance at Provider's expense.

10.2 Subscriber Indemnity. Subscriber will defend, indemnify and hold Provider harmless from and against any third-party claims arising from Subscriber Data or Subscriber's breach of this Agreement.

11. SUPPORT; SERVICE LEVELS

12. AUDIT RIGHTS

Provider may audit Subscriber's use of the Subscription Services to verify compliance with this Agreement upon reasonable prior notice and during regular business hours. If an audit reveals underpayment, Subscriber shall promptly pay the deficiency and Provider's reasonable audit costs if underpayment exceeds five percent (5%) of amounts due.

13. NOTICES

All notices under this Agreement must be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery, and are effective upon receipt.

14. MISCELLANEOUS

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified here:

14.2 Entire Agreement. This Agreement, together with any ordering documents and exhibits, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements related to the subject matter hereof.

14.3 Amendments. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

14.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

14.5 Waiver. Failure or delay by either party to exercise any right shall not operate as a waiver of that right.

14.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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