Software as a Service Agreement

SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: with a principal place of business at Provider Address: and Client Name: with a principal place of business at Client Address: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Provider develops, hosts, and maintains a software platform and related services described in this Agreement and in the Service Description; and

WHEREAS, Client desires to obtain from Provider, and Provider desires to provide to Client, a subscription to the hosted software services on the terms and conditions set forth herein.

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the use, operation, support, security, and payment for the Services.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the hosted software functionality, updates, maintenance, and related services described in the Service Description. 1.2 "Service Description" means the written description of subscription tiers, features, support levels, and service levels appended to or incorporated into this Agreement. 1.3 "Documentation" means Provider's user manuals, help files, onboarding materials, and related documentation provided to Client for use of the Services. 1.4 "Customer Data" means data, information and materials submitted or uploaded by Client or on Client's behalf in the course of using the Services.

2. SERVICES

2.1 Provision of Services. Provider shall provide the Services to Client in accordance with the Service Description and this Agreement. Provider will use commercially reasonable efforts to make the Services available 24 hours per day, 7 days per week, except for: (a) planned downtime of which Provider gives advance notice in accordance with Section 14; and (b) emergency maintenance.

2.2 Access and Use. Provider grants Client a non-exclusive, non-transferable right to access and use the Services during the Term solely for Client's internal business purposes and subject to this Agreement and the Documentation. Client shall not (and shall not permit any third party to) copy, modify, reverse engineer, or otherwise attempt to derive the source code of the Services.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider the fees specified for the Services as set forth in the Service Description and as further detailed below. Fees are exclusive of taxes, which are Client's responsibility unless Client provides a valid exemption certificate.

3.2 Invoicing and Payment Terms. Provider will invoice Client in advance for recurring fees unless otherwise set forth in the Service Description. Unless otherwise agreed, Client shall pay invoices within thirty (30) days of the invoice date. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4. TERM AND TERMINATION

4.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for Term Length: unless earlier terminated as provided herein. Thereafter the Agreement will automatically renew for successive renewal periods of equal length unless either Party provides written notice of non-renewal at least Renewal Notice Period: prior to the end of the then-current term.

4.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach. 4.3 Termination for Insolvency. Either Party may terminate immediately upon the insolvency, bankruptcy, or appointment of a receiver for the other Party.

5. CONFIDENTIALITY

5.1 Confidential Information. "Confidential Information" means non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential. Each Party will (a) protect Confidential Information of the other with at least 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 other than to perform its obligations under this Agreement; and (c) not disclose Confidential Information except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

5.2 Exceptions. Confidential Information does not include information that is (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; (c) already known by the receiving Party without restriction; or (d) independently developed without use of the disclosing Party's Confidential Information.

6. DATA SECURITY AND PRIVACY

6.1 Data Processing. Provider shall process Customer Data only on Client's documented instructions and shall implement reasonable technical and organizational measures designed to protect Customer Data against unauthorized access, alteration, disclosure or destruction.

6.2 Breach Notification. Provider shall notify Client without undue delay and in no event later than Breach Notification Days: hours after becoming aware of a confirmed security incident affecting Customer Data and shall cooperate with Client to investigate and remediate the incident.

7. INTELLECTUAL PROPERTY

7.1 Provider Ownership. Provider and its licensors retain all right, title and interest in and to the Services, the platform, and the Documentation, including all intellectual property rights. No rights are granted to Client other than the limited license expressly set forth in this Agreement.

7.2 Client Data. As between the Parties, Client retains all right, title and interest in and to Client Data. Client grants Provider a non-exclusive license to host, reproduce, transmit and display Client Data as necessary to provide the Services.

8. WARRANTIES; DISCLAIMER

8.1 Limited Warranty. Provider warrants that the Services will materially conform to the Service Description. For any breach of the foregoing warranty, Client's exclusive remedy and Provider's entire liability will be the re-performance of the nonconforming Services, or if Provider cannot substantially correct the nonconformity within a reasonable time, Client may terminate the affected Service and receive a pro rata refund of pre-paid fees for the unused portion.

8.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall indemnify, defend and hold Client harmless from and against any third-party claim alleging that the Services infringe a third party's intellectual property rights, provided Client promptly notifies Provider in writing of the claim and cooperates with Provider in the defense.

9.2 Client Indemnity. Client shall indemnify, defend and hold Provider harmless from and against any third-party claim arising from Client Data or Client's use of the Services in violation of this Agreement.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF SECTION 5 (CONFIDENTIALITY) OR SECTION 6 (DATA SECURITY), A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. AUDIT; SUBCONTRACTORS

11.1 Audit Rights. Provider shall maintain records necessary to demonstrate compliance with obligations under this Agreement. Client may, once per twelve-month period, audit Provider's compliance upon reasonable prior written notice, subject to confidentiality and protection of Provider's proprietary information.

11.2 Subcontractors. Provider may engage subcontractors to perform Services, provided Provider remains responsible for the subcontractor's performance and compliance with this Agreement. Provider shall ensure appropriate contractual protections with each subcontractor.

12. SUPPORT AND SERVICE LEVELS

12.1 Support. Provider will provide support in accordance with the support level specified in the Service Description. Response times and priority handling are described in the Service Description.

12.2 Service Availability. Provider targets Service Availability: measured monthly. Service credits for failure to meet the target are Provider's sole remedy for availability failures.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses below or at such other address as a Party designates by notice in accordance with this Section. Notices are effective upon receipt.

14. MISCELLANEOUS

14.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets or corporate reorganization.

14.2 Force Majeure. Neither Party shall be liable for delay or failure to perform to the extent such delay or failure is caused by events beyond its reasonable control, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

14.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Governing Law: without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction.

14.4 Entire Agreement. This Agreement, together with the Service Description and any mutually executed statements of work, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and proposals.

14.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the original intent as closely as possible.

14.6 Amendments and Waiver. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing.

14.7 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one instrument. Signatures delivered by electronic means shall be effective to bind the signing Party.

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