Master Services Agreement

1. Definitions

For the purposes of this Master Services Agreement (the "Agreement"), the following terms shall have the meanings set forth below unless the context requires otherwise.

1. "Customer" means the entity identified on the applicable Order Form that has agreed to the terms of this Agreement.
2. "Services" means the cloud-hosted software services described in an Order Form and made available by Provider under this Agreement.
3. "Order Form" means an ordering document specifying the Services to be provided that is entered into by Customer and Provider.
4. "Documentation" means Provider's user guides and administrator guides, in each case as updated from time to time.
5. "Order Form" means, in addition to the meaning above, any renewal or amendment thereto signed by both parties.
6. "Confidential Information" means all 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.
7. "Customer Data" means electronic data submitted to the Services by Customer or its authorized users.

2. Scope of Services

Provider shall make the Services available to Customer during the Term pursuant to this Agreement and the applicable Order Form. Provider will provide Customer the Documentation and standard customer support for the Services at no additional charge.

2.1 Modifications to the Services

Provider may make changes to the Services that it determines are necessary to maintain or enhance the quality or delivery of the Services, provided that such changes do not materially reduce the core functionality of the Services during the applicable subscription term.

2.2 Third-Party Products

Provider may make third-party products or services available to Customer. Any acquisition by Customer of such third-party products is solely between Customer and the applicable third-party provider.

3. Fees and Payment

Customer shall pay all fees specified in each Order Form. Except as otherwise specified, payment obligations are non-cancelable and fees paid are non-refundable.

1. Fees are exclusive of all applicable taxes, levies, or duties.
2. Invoiced charges are due within thirty (30) days of the invoice date.
3. Overdue amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

4. Term and Termination

This Agreement commences on the Effective Date and continues until all subscription terms have expired or have been terminated. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and does not cure such breach within thirty (30) days of written notice.

4.1 Effect of Termination

Upon any termination, Customer's right to access and use the Services will terminate. Provider will make Customer data available for export for a period of thirty (30) days following termination.

5. Confidentiality

Each party may disclose Confidential Information to the other party in connection with this Agreement. A receiving party shall use the same degree of care that it uses to protect its own confidential information of similar nature, and in no event less than reasonable care.

6. Warranties and Disclaimers

Provider warrants that it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. Except as expressly provided herein, the Services are provided "as is," and Provider makes no other warranties, whether express, implied, statutory or otherwise.

7. Limitation of Liability

Neither party's aggregate liability arising out of or related to this Agreement shall exceed the total amount paid by Customer hereunder in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages.

8. Indemnification

Provider shall defend Customer against any claim by a third party alleging that the Services infringe such third party's intellectual property rights, and shall indemnify Customer against any damages finally awarded against Customer as a result of such claim.

9. General Provisions

9.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of laws provisions.

9.2 Entire Agreement

This Agreement, together with all Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter.

9.3 Severability

If any provision of this Agreement is held to be unenforceable, that provision shall be modified to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

9.4 Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, labor disputes, governmental action, and internet or utility failures.

9.5 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

9.6 Notices

Any notice required under this Agreement shall be given in writing and sent to the address specified in the applicable Order Form, and shall be deemed given upon receipt.

Revision Notes for This Archived Version

The table below summarizes the substantive changes introduced in Revision 3, relative to Revision 2, for reference purposes only. This summary is not part of the operative terms of the Agreement.

1. Section 3 (Fees and Payment): clarified that invoiced charges are due within thirty (30) days, previously fifteen (15) days.
2. Section 7 (Limitation of Liability): liability cap changed from a fixed amount to fees paid in the preceding twelve (12) months.
3. Section 9.4 (Force Majeure): added as a new provision not present in Revision 2.