Master Subscription Agreement

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

MASTER SUBSCRIPTION AGREEMENT

This Master Subscription Agreement ("Agreement") is entered into as of {{effective_date}} ("Effective Date") by and between {{provider_company_name}}, a company duly incorporated under the laws of {{provider_jurisdiction}}, with its principal place of business at {{provider_address}} ("Provider"), and {{customer_company_name}}, a company duly incorporated under the laws of {{customer_jurisdiction}}, with its principal place of business at {{customer_address}} ("Customer").

1. DEFINITIONS

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

1.2 “Agreement” means this Master Subscription Agreement.

1.3 “Customer Data” means all electronic data or information submitted by Customer to the Services.

1.4 “Order Form” means an ordering document specifying the Services to be provided hereunder, that is entered into between Customer and Provider, including any addenda or supplements thereto. By entering into an Order Form hereunder, an Affiliate of Customer agrees to be bound by the terms of this Agreement as if it were an original party hereto.

1.5 “Services” means the products and services that are ordered by Customer under an Order Form and made available online by Provider.

2. PROVISION OF SERVICES

2.1. Provider shall make the Services available to Customer pursuant to this Agreement and the relevant Order Forms during the Subscription Term.

2.2. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Provider regarding future functionality or features.

3. USE OF SERVICES AND CUSTOMER RESPONSIBILITIES

3.1. Customer shall be responsible for its users' compliance with this Agreement.

3.2. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Provider promptly of any such unauthorized access or use.

3.3. Customer shall use the Services only in accordance with Provider’s user guide and applicable laws and government regulations.

4. FEES AND PAYMENT

4.1. Customer shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) the number of user subscriptions purchased cannot be decreased during the relevant subscription term.

4.2. Invoiced charges are due net {{payment_days}} days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Provider and notifying Provider of any changes to such information.

5. TERM AND TERMINATION

5.1. This Agreement commences on the Effective Date and continues until all Order Forms entered into hereunder have expired or been terminated.

5.2. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

6. WARRANTIES AND DISCLAIMERS

6.1. Provider warrants that (i) it has validly entered into this Agreement and has the legal power to do so, (ii) the Services shall perform materially in accordance with the user documentation, (iii) subject to the “Integration with Third-Party Services” section below, Provider will not transmit malicious code to Customer, and (iv) the Services will be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof.

6.2. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. LIMITATION OF LIABILITY

7.1. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.

7.2. THE FOREGOING LIMITATION WILL NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

8.2. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_body}}.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

For and on behalf of {{provider_company_name}}:

Name: {{provider_signatory_name}}

Title: {{provider_signatory_title}}

Signature: _________________________

Date: {{provider_signature_date}}

For and on behalf of {{customer_company_name}}:

Name: {{customer_signatory_name}}

Title: {{customer_signatory_title}}

Signature: _________________________

Date: {{customer_signature_date}}