Software as a Service Order Form

Software as a Service Order Form

Parties and Recitals

This Software as a Service Order Form (the Agreement) is entered into by and between Client Name: and Service Provider: .

WHEREAS, Provider operates and licenses access to a cloud-based software platform and related services as described below; and

WHEREAS, Client desires to engage Provider to provide the services and subscriptions set forth in this Order Form and Provider agrees to provide such rights and services subject to the terms and conditions herein;

Effective Date: . This Order Form supplements and is governed by the terms and conditions of the governing master agreement between the parties.

Subscription Details

Scope of Work

Provider will grant Client non-exclusive, non-transferable access to the Provider's software-as-a-service platform and will perform hosting, maintenance, and support services described below.

Payment Terms

Client shall pay Provider the fees for the subscription and related services as set forth below. Fees are non-refundable except as expressly provided in this Order Form.

All fees are exclusive of taxes. Client is responsible for any sales, use, VAT, or other taxes imposed on payments under this Order Form, excluding Provider's income taxes.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

This Order Form shall remain in effect for the Subscription Term specified above and will automatically renew for successive terms of the same duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate this Order Form for material breach of the obligations herein if such breach remains uncured thirty (30) days after written notice. Termination shall not relieve Client of charges accrued or payable through the effective date of termination.

Confidentiality

Each party shall maintain as confidential all non-public information disclosed by the other party that is identified as confidential or that, by its nature, should be treated as confidential. Confidential information shall not include information that is publicly known, rightfully received from a third party without confidentiality obligations, independently developed, or required to be disclosed by law.

Confidentiality obligations survive termination for a period of years from the date of disclosure.

Data Security and Privacy

Provider will maintain reasonable administrative, physical, and technical safeguards appropriate to the nature of Client Data to protect against unauthorized access, disclosure, alteration, or destruction. Provider shall notify Client without undue delay upon becoming aware of a security breach affecting Client Data.

Warranties; Limitation of Liability

Provider warrants that it will provide the services materially in accordance with the documentation and service levels described in this Order Form. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, AND AGGREGATE LIABILITY SHALL BE LIMITED to the total fees paid by Client under this Order Form during the twelve (12) months preceding the claim, except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or data protection obligations.

Governing Law

This Order Form shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement

This Order Form, together with any applicable master services agreement, exhibits, schedules, and attachments referenced herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings with respect to the subject matter hereof. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

Additional Terms

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