SaaS Master Agreement

SaaS MASTER AGREEMENT

Parties

Recitals

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

WHEREAS, Client desires to engage Provider to grant Client a license to access and use Provider's software platform, subject to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows. Effective Date:

1. Definitions

Capitalized terms used in this Agreement have the meanings set forth herein: "Services" means the hosted software services, related functionality, updates, and support provided by Provider; "Documentation" means Provider's user guides and technical documentation; "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential.

2. Scope of Work

Provider shall make the Services available to Client pursuant to the terms of this Agreement and the Service Level Agreement set forth below. Provider will use commercially reasonable efforts to provide the Services in accordance with industry standards.

3. Service Levels and Support

4. Payment Terms

Client shall pay Provider the fees specified below for access to the Services. Unless otherwise stated, fees are non-refundable and payable in U.S. dollars.

Client is responsible for all taxes associated with payments hereunder, excluding taxes based on Provider's net income. Provider may suspend access for non-payment if amounts remain unpaid beyond fourteen (14) days after written notice.

5. Term and Termination

The term of this Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Upon termination, Client's license to the Services terminates and Provider will invoice and Client will pay all outstanding fees through the effective date of termination. Sections that by their nature survive termination shall survive.

6. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for the purposes of performing under this Agreement. Confidential Information shall not include information that is publicly known through no breach of this Agreement, already known by the recipient without restriction, or independently developed by the recipient without use of Confidential Information. The obligations set forth in this Section will continue for three (3) years after termination of this Agreement.

7. Data Protection

Provider will process Client Data only as necessary to provide the Services and in accordance with reasonable industry standards for security. Provider will implement administrative, technical and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration and destruction.

8. Intellectual Property

Provider retains all right, title and interest in and to the Services, Documentation, and Provider's pre-existing and underlying software and technology. Client retains ownership of Client Data and hereby grants Provider a limited license to use Client Data to provide the Services. Nothing in this Agreement operates to transfer ownership of Provider's intellectual property to Client.

9. Warranties; Disclaimer; Limitation of Liability

Provider warrants that it will use commercially reasonable efforts to provide the Services in a professional manner. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

10. Indemnification

Each party will indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt notice of any claim and cooperate in the defense at the indemnifying party's expense.

11. 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

12. Entire Agreement; Amendments

This Agreement, together with any exhibits or statements of work executed hereunder, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral, relating to the subject matter hereof. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

13. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets. Notices under this Agreement shall be in writing and sent to the addresses set forth above unless updated in writing.

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