Subscriber Services Contract

Subscriber Services Contract

This Subscriber Services Contract ("Agreement") is entered into as of the Effective Date: , by and between Subscriber Name: (hereinafter "Subscriber"), and Service Provider Name: (hereinafter "Provider"). Subscriber and Provider may each be referred to individually as a "Party" or collectively as the "Parties."

RECITALS

WHEREAS, Provider develops, operates, and licenses subscription-based access to certain software, services, and related support described herein; and

WHEREAS, Subscriber desires to obtain a subscription to Provider's services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide the services to Subscriber subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the subscription services, software access, maintenance, and support to be provided by Provider as described in Section 2 and in the Service Description attached hereto by reference.

1.2 "Confidential Information" means information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

2. SERVICES

2.1 Scope. Provider shall provide the Services described in the Service Description below and any accompanying schedules. Provider will use commercially reasonable efforts to make the Services available in accordance with any service levels specified.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Commencement Date: and shall continue for months unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

3.3 Termination for Insolvency. Either Party may terminate immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days.

4. FEES AND PAYMENT

4.1 Fees. Subscriber shall pay Provider the fees set forth below and any applicable taxes. Fees are exclusive of taxes, which shall be paid by Subscriber unless Subscriber provides a valid tax exemption certificate.

4.2 Billing. Invoices are due and payable within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each Party shall hold the other's Confidential Information in strict confidence, shall not disclose it to third parties except as permitted herein, and shall use it only to perform its obligations under this Agreement.

5.2 Exclusions. Confidential Information does not include information that is rightfully known to the receiving Party prior to disclosure, becomes publicly known through no breach, or is rightfully received from a third party without restriction.

6. DATA SECURITY AND PRIVACY

6.1 Security Measures. Provider shall maintain reasonable administrative, technical, and physical safeguards commensurate with industry standards to protect Subscriber Data from unauthorized access, use, or disclosure.

6.2 Breach Notification. Provider shall notify Subscriber without unreasonable delay, and in no event later than days after discovery, upon becoming aware of a confirmed security breach affecting Subscriber Data, and shall cooperate in mitigation and regulatory response as reasonably required.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Provider retains all right, title and interest in and to the Services, software, documentation, and all related intellectual property. Subscriber acquires only the limited rights expressly granted in this Agreement.

7.2 License Grant. Subject to Subscriber's payment of all fees and compliance with this Agreement, 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.

8. WARRANTIES; DISCLAIMER

8.1 Limited Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, Subscriber's sole and exclusive remedy shall be re-performance of the deficient Services or, if Provider fails to cure, a refund of the fees paid for the deficient Services during the prior thirty (30) days.

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

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS.

9.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY SUBSCRIBER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION

10.1 By Provider. Provider shall defend, indemnify and hold Subscriber harmless from and against third-party claims alleging that the Services, as provided by Provider, infringe a third party's intellectual property rights, and shall pay any damages finally awarded against Subscriber by a court of competent jurisdiction or any settlement agreed to by Provider, provided Subscriber gives prompt notice and reasonable cooperation.

10.2 By Subscriber. Subscriber shall defend, indemnify and hold Provider harmless from and against claims arising out of Subscriber's use of the Services in violation of this Agreement or applicable law, or Subscriber Data that infringes third-party rights.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section. Notices shall be deemed effective when delivered by hand, upon confirmed receipt by email, or three (3) business days after deposit with a nationally recognized overnight courier.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

12.2 Waiver. The failure of either Party to exercise any right shall not be deemed a waiver of such right or any other right.

12.3 Counterparts. This Agreement may be executed in counterparts, and electronic or facsimile signatures shall be deemed originals and binding.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved as provided herein.

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 merger, acquisition or sale of substantially all assets.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

14.3 Survival. Provisions which by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to Sections 5 (Confidentiality), 7 (Intellectual Property), 9 (Limitation of Liability), 10 (Indemnification), and 13 (Governing Law).

15. ENTITY IDENTIFICATION

Subscriber Entity Type: Individual Corporation LLC Partnership Other

Provider Entity Type: Individual Corporation LLC Partnership Other

SIGNATURES

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