Subscription Service Agreement

SUBSCRIPTION SERVICE AGREEMENT

This Subscription Service Agreement (the "Agreement") is entered into as of by and between Subscriber Name: with principal place of business at and Provider Name: with principal place of business at . Subscriber and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider has developed and operates a subscription-based software and related services described as: (the "Services");

WHEREAS, Subscriber desires to obtain a subscription to the Services and Provider desires to provide the Services subject to the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend that this Agreement govern Subscriber's access to and use of the Services and the respective rights and obligations of the Parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Subscriber Data, pricing, and non-public business information.

1.2 "Subscriber Data" means all electronic data and information submitted by or for Subscriber to the Services.

2. SERVICES

2.1 Provision of Services. Provider shall provide the Services described in the service offering and any Statement of Work attached to this Agreement, and shall use commercially reasonable efforts to make the Services available in accordance with the terms of this Agreement.

3. SUBSCRIPTION FEES AND PAYMENT

3.1 Fees. Subscriber shall pay Provider the subscription fees in accordance with the selected billing cycle. The initial fee amount is in U.S. dollars.

Monthly Annually Other:

3.2 Taxes and Late Payments. Fees are exclusive of taxes. Subscriber is responsible for all taxes arising from its use of the Services. Late payments 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 begin on the Effective Date and continue for (the "Initial Term"). The Agreement shall automatically renew for successive periods of equal length unless either Party provides written notice of non-renewal at least days 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 the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach.

4.3 Effect of Termination. Upon expiration or termination, Provider will terminate Subscriber's access to the Services. Termination will not relieve Subscriber of its obligation to pay accrued fees. Sections concerning Confidentiality, Intellectual Property, Indemnification, and Limitation of Liability survive termination.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Each Party shall (a) maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and (b) not disclose Confidential Information except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach; (b) was known by the receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. As between the Parties, Provider retains all right, title and interest in and to the Services, Provider's technology, and all related intellectual property rights. Subscriber retains all right, title and interest in Subscriber Data.

6.2 License. Subject to Subscriber's payment of 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.

7. DATA SECURITY AND PRIVACY

7.1 Security Controls. Provider will maintain administrative, physical and technical safeguards designed to protect Subscriber Data against unauthorized access, use, or disclosure consistent with industry standards.

7.2 Breach Notification. Provider shall notify Subscriber without undue delay and in any event within days after discovery of any security incident affecting Subscriber Data and will cooperate with Subscriber in investigating and remediating the incident.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Provider Warranty. Provider represents that the Services will be provided in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF CONFIDENTIALITY, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY SUBSCRIBER TO PROVIDER UNDER THIS AGREEMENT DURING THE PERIOD.

10. INDEMNIFICATION

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

10.2 By Subscriber. Subscriber shall indemnify, defend and hold Provider harmless from and against any third-party claim arising from Subscriber's use of the Services in violation of this Agreement or applicable law.

11. NOTICES

11.1 Method. All notices under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier, or by email with confirmation of receipt to the addresses set forth below or to such other address as either Party may designate by notice:

12. AMENDMENTS; WAIVER

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

12.2 Waiver. The failure to exercise or delay in exercising any right shall not operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise of any right or remedy.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles.

14. ENTIRE AGREEMENT

This Agreement, including all exhibits and statements of work incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision will be reformed only to the extent necessary to make it enforceable and the remaining provisions will remain in full force and effect.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

ADDITIONAL TERMS

Sign Now