Service Subscription Terms

SERVICE SUBSCRIPTION TERMS

This Service Subscription Terms (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing the services described in this Agreement and possesses the necessary personnel, expertise and equipment to perform such services; and

WHEREAS, Subscriber desires to obtain and Service Provider desires to provide the services on the terms and conditions set forth herein.

1. SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. Service Provider shall perform the services in a commercially reasonable manner consistent with industry standards and in accordance with the schedule agreed by the parties.

2. PAYMENT TERMS

Subscriber shall pay Service Provider the fees set forth below in consideration for the services. All fees are payable in United States dollars and are non-refundable except as expressly provided in this Agreement.

All amounts not paid when due shall accrue interest at the rate set forth above or, if no rate is stated, at the lesser of 1.5% per month or the maximum rate permitted by law. Subscriber shall also be responsible for reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

The initial term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice of such breach, or immediately for insolvency or bankruptcy.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Subscriber and Service Provider each agree: (a) to hold Confidential Information in strict confidence and not to disclose it to any third party except as permitted by this Agreement; (b) to use Confidential Information solely to perform obligations under this Agreement; and (c) to take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Each party acknowledges that monetary damages may be inadequate to protect the disclosing party and that the disclosing party shall be entitled to injunctive relief.

5. LIMITATION OF LIABILITY; INDEMNIFICATION

Except for breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for indirect, special, incidental, consequential or punitive damages, including lost profits, even if advised of the possibility of such damages. Each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Subscriber to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Subscriber shall indemnify and hold harmless Service Provider against third-party claims arising from Subscriber's misuse of the services, violation of law, or breach of this Agreement. Service Provider shall indemnify and hold harmless Subscriber against third-party claims alleging that the services, as delivered, infringe a third party's intellectual property rights, provided Service Provider is promptly notified and given control of the defense.

6. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Delivery by nationally recognized overnight courier, certified mail (return receipt requested), or by hand shall be deemed effective upon receipt.

7. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly through negotiation. If negotiation fails, the parties agree to submit disputes to binding arbitration in the chosen jurisdiction unless otherwise agreed in writing.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable, the remainder of the Agreement will remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing on its behalf is authorized to bind that party.

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