Subscription Service Level Agreement

SUBSCRIPTION SERVICE LEVEL AGREEMENT

This Subscription Service Level Agreement ("Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Service Provider operates and maintains a subscription-based software or platform service offering described herein (the "Service"); and

WHEREAS, Subscriber desires to obtain and Service Provider desires to provide the Service pursuant to the terms, service levels, fees, and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to define the performance standards, measurement and reporting, remedies for failure to meet service levels, and other material terms governing Subscriber's subscription to the Service.

SCOPE OF WORK

Service Provider will provide subscription access to the Service, platform maintenance, support, and related deliverables as described below. The parties acknowledge that the scope may include software access, hosted infrastructure, routine updates, and support services.

SERVICE LEVELS

Service Provider warrants that the Service will meet the following minimum performance levels measured on a monthly basis unless otherwise specified.

Uptime Guarantee: % availability per calendar month, excluding scheduled maintenance and force majeure events.

Severity 1 (Service Down) Response Time: . Severity 2 (Major Degradation) Response Time:

Scheduled Maintenance: Service Provider will provide advance notice of scheduled maintenance of at least , and such maintenance windows will, where practicable, occur outside of normal business hours.

REMEDIES; SERVICE CREDITS

In the event Service Provider fails to meet the Uptime Guarantee for a given calendar month, Subscriber may be eligible for a service credit calculated as follows:

Credit Percentage: of monthly fees for each tier of unavailability, subject to a monthly cap of of the monthly subscription fee.

To request a credit, Subscriber must submit a written claim to Service Provider within of the end of the month to which the claim relates and include supporting evidence and logs. Service Provider will investigate and, if validated, apply any credit to the next invoice. Service credits are Subscriber's sole and exclusive remedy for service level failures.

MEASUREMENT AND REPORTING

Service Provider shall measure availability and response times using its system monitoring and shall provide monthly service level reports upon request. Measurement tools and methods shall be reasonably consistent and documented internally by Service Provider; Subscriber may request reasonable details necessary to substantiate a credit claim.

PAYMENT TERMS

Subscription Fee (Recurring): $ per .

Billing Schedule: . Payment is due within days of invoice date.

Late Payment: Past-due amounts shall accrue interest at or the maximum rate permitted by applicable law, whichever is lower. Service Provider may suspend access to the Service for invoices overdue by more than days after notice.

TERM AND TERMINATION

Term Commencement Date: . Initial Term Expiration Date: .

Renewal: Unless either party provides written notice of non-renewal at least prior to the end of the then-current term, this Agreement will automatically renew for successive terms of equal duration.

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 after written notice specifying the nature of the breach. Termination shall be without prejudice to any accrued rights or obligations.

CONFIDENTIALITY

"Confidential Information" means non-public business or technical information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential. Each party agrees: (a) to hold Confidential Information of the other in strict confidence; (b) not to use such Confidential Information except to perform under this Agreement; and (c) to disclose it only to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Exclusions include information that is publicly known, rightfully received from a third party, independently developed, or required to be disclosed by law, provided the disclosing party gives prompt notice where legally permitted.

Confidentiality Term: Confidentiality obligations shall survive termination or expiration of this Agreement for a period of , or for so long as required by law for trade secrets.

LIMITATION OF LIABILITY

Except for a party's gross negligence or willful misconduct, neither party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages, including lost profits. Each party's aggregate liability for direct damages arising from or relating to this Agreement shall not exceed the fees paid or payable by Subscriber to Service Provider under this Agreement in the preceding the claim.

GOVERNING LAW

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

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses below or such other address as either party designates by written notice to the other.

AMENDMENT; ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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