Subscription Agreement Package

SUBSCRIPTION AGREEMENT PACKAGE

This Subscription Agreement Package (the Agreement) is entered into as of (Effective Date), by and between:

Parties

Recitals

WHEREAS, Issuer develops and supplies subscription services, products, or membership rights described herein (the Services); and

WHEREAS, Subscriber desires to subscribe for and acquire the Services on the terms and conditions set forth in this Agreement, and Issuer is willing to provide such Services subject to those terms.

Scope of Work / Description of Subscription

Subscription Terms & Payment

Number of subscription units: ; Price per unit: $ ; Total subscription amount: $ .

All payments are due net days from invoice date unless otherwise stated. Late payments shall bear interest at the lesser of (per month) or the maximum rate permitted by applicable law. Subscriber shall also reimburse Issuer for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

Term: This Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with this Section.

Termination for convenience: Either party may terminate this Agreement upon days' prior written notice to the other party.

Termination for cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall be without prejudice to any remedies available at law or in equity.

Confidentiality

Each party (Recipient) shall keep confidential and not disclose to any third party Confidential Information of the other party (Discloser) disclosed in connection with this Agreement. Confidential Information means non-public information disclosed by Discloser which is designated as confidential or that reasonably should be understood to be confidential. Recipient shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict access to Confidential Information to employees, contractors and agents with a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than through breach of this Agreement; (ii) was rightfully in Recipient's possession prior to receipt from Discloser; (iii) is independently developed by Recipient without use of Discloser's Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives Discloser prompt notice and cooperates in any lawful effort to limit disclosure.

Representations; Warranties; Limitations

Each party represents that it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations. Issuer warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND ISSUER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of liability: Neither party shall be liable for consequential, incidental, indirect, special, exemplary or punitive damages. Each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Subscriber to Issuer under this Agreement in the 12 months preceding the claim.

Notices

Notices must be in writing and delivered by hand, overnight courier, certified mail (return receipt requested), or email (with confirmation). Notices to Issuer shall be sent to:

Notices to Subscriber shall be sent to:

Governing Law; Miscellaneous

Governing law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising under this Agreement.

Assignment; amendment; severability: Neither party may assign this Agreement without the other's prior written consent, except to a successor in interest to all or substantially all of its business. This Agreement may be amended only by a written instrument signed by both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire agreement: This Agreement, together with exhibits and schedules attached hereto (if any), constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Additional Provisions

Acknowledgment

Subscriber acknowledges receipt of this Agreement and the documents describing the Services, and confirms that Subscriber has had the opportunity to review and negotiate the terms herein and to seek independent advice prior to execution.

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