PLUR Subscription Agreement

PLUR Subscription Agreement

This PLUR Subscription Agreement (the Agreement) is entered into as of by and between Provider Name: and Subscriber Name: .

WHEREAS

WHEREAS, Provider develops, hosts and maintains the PLUR subscription services, including the software, content, and related services described herein (collectively, the Services); and

WHEREAS, Subscriber wishes to obtain a subscription to the Services and Provider is willing to provide such Services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Provider shall provide the Services described above in accordance with the documentation and specifications made available to Subscriber. Provider shall use commercially reasonable efforts to maintain the availability of the Services in accordance with any service levels expressly set forth in this Agreement.

PAYMENT TERMS

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Additionally, Subscriber shall be responsible for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice of the breach.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the purposes of performing its obligations under this Agreement and shall protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact address for each party set forth below.

INTELLECTUAL PROPERTY AND LICENSE

Provider retains all right, title and interest in and to the Services, including all software, documentation and intellectual property rights therein. Provider grants Subscriber a non-exclusive, non-transferable, revocable license to access and use the Services during the term solely for Subscriber's internal business purposes in accordance with this Agreement and any usage rules provided by Provider.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACHES OF CONFIDENTIALITY OR INFRINGEMENT INDEMNITIES, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND 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 DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

INDEMNIFICATION

Subscriber shall indemnify, defend and hold harmless Provider from and against any losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising from Subscriber's use of the Services in violation of this Agreement or applicable law, or from Subscriber Data.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and order forms executed hereunder, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter hereof. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be deemed to create an agency, partnership, or joint venture between the parties. 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.

Sign Now