Online Subscription Agreement

ONLINE SUBSCRIPTION AGREEMENT

This Online Subscription Agreement (the "Agreement") is made by and between:

Provider Name:    Provider Address:

Subscriber Name:    Subscriber Address:

WHEREAS

WHEREAS, Provider is engaged in the business of providing online subscription services, software-as-a-service, and related support and maintenance; and

WHEREAS, Subscriber desires to obtain a subscription to Provider's online services subject to the terms and conditions set forth in this Agreement; and

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

1. SCOPE OF SERVICES

Provider will make available to Subscriber the online subscription services described below (the "Services") in accordance with the terms of this Agreement. The Services shall include any functionality, features, support, and updates specifically identified in the selected subscription plan.

2. SUBSCRIPTION PLAN AND FEES

Subscription Plan:

Payment Method: Credit Card ACH / Bank Transfer Invoice

Late Payment Fee: If Subscriber fails to pay undisputed amounts when due, Provider may charge a late fee of or a flat fee of , and suspend access to the Services until payment is made.

3. TERM AND TERMINATION

Term Commencement Date: . Term End Date (if any): .

Renewal: Subscription automatically renews at the end of the term. Renewal period:

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the effective termination date.

Termination for Cause: Either party may immediately terminate this Agreement for material breach by the other party if the breach remains uncured for a period of thirty (30) days after written notice of such breach, provided that payment breaches may be subject to the late fee and suspension provisions set forth above.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is either designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors or agents who need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to third parties except as permitted by this Agreement or required by law. Confidential Information does not include information that is (i) publicly available through no fault of the receiving party, (ii) rightfully received from a third party without breach of an obligation of confidentiality, (iii) independently developed without use of the disclosing party's Confidential Information, or (iv) known to the receiving party prior to disclosure.

5. INTELLECTUAL PROPERTY; LICENSE

Provider retains all right, title and interest in and to the Services, software, documentation, and any derivatives thereof, including all intellectual property rights. Subject to Subscriber's payment of fees and compliance with this Agreement, Provider grants Subscriber a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the term solely for Subscriber's internal business purposes.

6. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Provider warrants that it will provide the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, in no event shall either party be liable to the other for indirect, incidental, special, punitive, or consequential damages, including lost profits. Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Subscriber to Provider under this Agreement in the twelve (12) months preceding the claim. Subscriber shall indemnify and hold harmless Provider from and against any third-party claims arising from Subscriber's use of the Services or breach of this Agreement.

8. NOTICES

All notices under this Agreement shall be in writing and delivered to the contact information provided below. Notices shall be deemed given when delivered personally, sent by certified mail, or by overnight courier.

9. 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 rules.

10. ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any modification to this Agreement must be in a written instrument signed by both parties.

11. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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