Subscription Services Agreement

SUBSCRIPTION SERVICES AGREEMENT

This Subscription Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider: and Subscriber: .

RECITALS

WHEREAS, Service Provider operates and maintains a subscription-based software-as-a-service platform and related services described herein; and

WHEREAS, Subscriber desires to obtain access to and use Service Provider's subscription services under the terms and conditions set forth in this Agreement, and Service Provider is willing to grant such access subject to the terms herein.

SCOPE OF WORK

Service Provider will provide the subscription services, ongoing maintenance, updates, and support described below. Subscriber shall receive access to the services in accordance with the subscription plan selected and the Service Level obligations set forth in this Agreement.

PAYMENT TERMS

Subscriber shall pay Service Provider the fees set forth below in consideration for access to and use of the subscription services. All fees are non-refundable except as expressly provided in this Agreement.

All invoiced amounts not paid within the Payment Terms shall accrue interest at the rate specified above and Service Provider may suspend access to services after providing Subscriber with written notice and a reasonable cure period as set forth in this Agreement.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for material breach shall be effective if the breaching party fails to cure such breach within the notice period above. Termination shall not relieve either party of obligations accrued prior to termination, including payment of fees.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"), except as required by law or as permitted herein. "Confidential Information" means non-public information disclosed in tangible or intangible form that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement, restrict access to personnel with a legitimate need to know, and take reasonable measures to protect Confidential Information from unauthorized disclosure.

DATA SECURITY AND PRIVACY

Service Provider shall implement and maintain administrative, technical, and physical safeguards appropriate to the nature of Subscriber Data to protect against unauthorized access, disclosure, alteration, or destruction. Service Provider will promptly notify Subscriber of any confirmed security breach affecting Subscriber Data and shall cooperate in any remediation.

INTELLECTUAL PROPERTY

Service Provider retains all right, title and interest in and to its pre-existing intellectual property and the subscription service platform (collectively, "Service Provider IP"). Subscriber is granted a limited, non-exclusive, non-transferable license to access and use the services during the Term solely for Subscriber's internal business purposes. Subscriber retains ownership of Subscriber Data.

WARRANTIES AND LIMITATION OF LIABILITY

Service Provider represents that it will provide the services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail, or by nationally recognized overnight courier to the addresses below or to such other address as a party may designate by notice in accordance with this provision.

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. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation; if the dispute is not resolved within 30 days, the parties shall submit to the exclusive jurisdiction of the state and federal courts located in the governing state.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or order forms executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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 its assets. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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