Organization License Agreement

THIS LICENSE AGREEMENT, including any Purchase Order, Order Form or Invoice (“Order Form”) which by this reference is incorporated herein (this “Agreement”), governs the use of The Lonely Entrepreneur Learning Community (the “Community”) by your organization and your authorized users (“Users”). This is a binding agreement between TLE Enterprises LLC, a New Jersey limited liability company (“Company”) and the person or entity identified on the Order Form as the licensee of the Services (“Customer”).

1. Definitions.

“Services” means the web-based, on-line, hosted software as a service Community including (j) the learning environment, tools and templates and vendor reviews available at lonelyentrepreneur.teachable.com, (ii) the online community available at https://thelonelyentrepreneur.mn.co and (iii) the online group video coaching delivered via the online community.
“Malicious Code” means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.
“Start Date” means the date on which the Services specified in the Order Form are first made available to Customer.
“Trademarks” means the federally registered trademarks for the phrases The Lonely Entrepreneur and 1 Million Entrepreneurs and trademark rights in The Lonely Entrepreneur Learning Community.

2. Services and Fees.

Services. Subject to and conditioned on Customer’s and its authorized users’ compliance with the terms and conditions of this Agreement, during the Term (as defined below), COMPANY shall use commercially reasonable efforts to provide to Customer and its authorized users the SERVICES in accordance with the terms and conditions hereof, 24 hours per day, seven days per week every day of the year, except for: (a) scheduled downtime; (b) service downtime or degradation due to a force majeure event; (c) any other circumstances beyond COMPANY’s reasonable control, including Customer’s or any authorized user’s use of third party materials, misuse of the SERVICES, or use of the SERVICES other than in compliance with the express terms of this Agreement and the documentation; and (d) any suspension or termination of Customer’s or any authorized users’ access to or use of the SERVICES as permitted by this Agreement.
Fees. Customer agrees to pay COMPANY the fees set forth in the Order Form (the “Fees”) for the SERVICES.

3. Term and Payment Terms.

Unless otherwise stated in the Order Form, the term of this Agreement commences as of the Start Date and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect until one year from such date (the “Term”).
COMPANY may charge Customer interest on the outstanding balance of any overdue Fees, charges, or expenses at a rate equal to 1.5% per month or the highest rate permitted by applicable law, whichever is lower. Customer will reimburse COMPANY for all reasonable costs incurred (including reasonable attorneys’ fees) in collecting past due amounts owed by Customer. All payment obligations will survive termination of this Agreement. If balances remain unpaid for fifteen (15) days, Customer acknowledges and agrees that COMPANY may cease providing SERVICES under this Agreement.

4. Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

COMPANY may terminate this Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than fifteen (15) days after COMPANY’s delivery of written notice thereof; or (ii) breaches any of its obligations under the Section entitled “Grant of License” or “Intellectual Property Rights.”
Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; and
Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

5. Grant of License.

Grant. Subject to the terms and conditions of the Order Form and this Agreement, COMPANY hereby grants to Customer, and Customer’s authorized users who have been registered with COMPANY during the Term, the number of non-exclusive and nontransferable licenses indicated in the Order Form to access and use the SERVICES via the Internet. Customer agrees that its purchase of subscription(s) for the SERVICES is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by COMPANY with respect to future functionality or features. Upon expiration or termination of this Agreement or upon expiration of the Term, the rights and licenses granted hereunder will automatically terminate, and Customer may not continue to use the SERVICES.
Restrictions. The license granted in the previous paragraph is conditioned upon Customer’s compliance with the terms and conditions of this Agreement. Customer may use the SERVICES in compliance with applicable law, and shall not: (i) create derivative works based on the SERVICES; (ii) modify, reverse engineer, translate, disassemble, or decompile the SERVICES, or cause or permit others to do so; (iii) access the SERVICES in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions, or graphics of the SERVICES; and (v) remove any title, trademark, copyright, and/or restricted rights notices or labels from the SERVICES. Violation of any provision of this Section shall be the basis for immediate termination of this Agreement by COMPANY.
Reserved Rights. COMPANY hereby reserves all rights in and to the SERVICES not expressly granted in this Agreement. Nothing in the Order Form or this Agreement shall limit in any way COMPANY’s right to develop, use, license, create derivative works of, or otherwise exploit the Service or to permit third parties to do so.

6. Use of SERVICES.

COMPANY Responsibilities. COMPANY shall endeavor to respond to Customer’s support inquiries within a reasonable time, provided that Customer supplies COMPANY with any information and/or materials reasonably requested, including without limitation any information needed to replicate, diagnose, and correct any error or other problem reported by Customer relating to the access or use of the SERVICES. Information that COMPANY may request to aid in the diagnosis and resolution efforts may include: (i) the name and contact information of the reporting person; (ii) symptoms of the suspected failure; (iii) any testing performed by Customer with respect to the suspected failure; and (iv) whether use of the SERVICES may be temporarily suspended by COMPANY for testing purposes. COMPANY shall respond only to support inquiries originated by Customer, and Customer shall be responsible for responding to the support inquiries of its authorized users.
Customer Responsibilities. Customer shall be responsible for its and its authorized users’ compliance with this Agreement. Customer shall not (i) use the SERVICES to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (ii) use the SERVICES to store or transmit Malicious Code, (iii) interfere with or disrupt the integrity or performance of the SERVICES or third-party data contained therein or any systems or networks or violate the regulations, policies, or procedures of such networks used with the SERVICES, (iv) attempt to gain unauthorized access to the Service or its related systems or networks, the COMPANY data or the data of any other COMPANY customers, or (v) harass or knowingly or intentionally interfere with another COMPANY customer’s use and enjoyment of the SERVICES. Any conduct by Customer that in COMPANY’s sole discretion restricts or inhibits any other COMPANY customer from using or enjoying the SERVICES is expressly prohibited. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the SERVICES, and notify COMPANY promptly of any such unauthorized access or use. Customer or its Authorized Users shall be responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for access to and use of the SERVICES and all charges related thereto.
Customer Activities. Customer is solely responsible for any and all activities that occur under all Customer’s accounts. Customer agrees to notify COMPANY immediately of any unauthorized use of Customer’s accounts or any other breach of security. COMPANY will not be liable for any loss that Customer may incur as a result of someone else using Customer’s passwords or accounts, either with or without the Customer’s knowledge.
Reserved Rights. COMPANY reserves the right in its sole discretion to decline to license access and use of the SERVICES to Customer. COMPANY further reserves the right in its sole discretion to terminate Customer’s license to access and use the SERVICES, at any time, for reasons including. but not limited to. a breach or other violation of the terms and conditions set forth in this Agreement; abuse of the SERVICES or COMPANY’s underlying systems; illegal or misrepresentative use of the SERVICES or underlying systems; and acts or circumstances detrimental to COMPANY, its other customers, associates, business partners, suppliers, or others, whether or not such circumstances are directly under the control of Customer. COMPANY shall promptly communicate to Customer its decision to terminate Customer’s license to access and use the SERVICES pursuant to this Section as well as, if it so chooses, the relevant reason(s) for such termination. Customer agrees to provide any assistance reasonably requested by COMPANY in connection with such termination. Termination under this Section shall be without any liability to Customer whose access and use license is terminated.

7. Intellectual Property Rights.

General. All right, title, and interest in and to the SERVICES, COMPANY’s Confidential Information, COMPANY’S trademarks, including, without limitation, all modifications, enhancements, and intellectual property rights thereto, shall belong solely to COMPANY and/or its applicable licensors.
Suggestions. COMPANY shall exclusively own all right, title, and interest in and to any suggestions, ideas, enhancement requests, recommendations, or other feedback provided by Customer relating to the SERVICES.
Survival. The terms of this Section shall survive termination or expiration of this Agreement.

7. Confidential Information.

Each party (the “Disclosing Party” for purposes of this Section) may disclose to the other party (the “Receiving Party” for purposes of this Section 3) certain non-public information relating to such party’s business, including, without limitation, technical, marketing, financial, personnel, planning, and other information that is marked confidential, or which the Receiving Party should reasonably know to be confidential given the nature of the information and the circumstance of disclosure (“Confidential Information”). The Receiving Party agrees that it will not disclose Disclosing Party’s Confidential Information except (i) to the employees, contractors, advisors, or agents of the Receiving Party to the extent that they need to know that Confidential Information for the purpose of performing such party’s obligations under this Agreement, and who are bound by confidentiality terms with respect to that Confidential Information no less restrictive than those contained in this Section; or (ii) as required to be disclosed by law, to the extent required to comply with that legal obligation, provided that the Receiving Party will promptly notify the Disclosing Party of such obligation, unless otherwise prohibited by such law or legal obligation.
With respect to the SERVICES subscribed to by Customer, the definition of Confidential Information set forth in the Agreement shall include the SERVICES (including all underlying software and systems of COMPANY used with the SERVICES), subject to the exceptions set forth in the Agreement.
The terms of this Section shall survive the termination or expiration of this Agreement.

8. Warranties. COMPANY warrants during the Term that the SERVICES will be free of material defects and will function in substantial conformance to its documentation provided to Customer by COMPANY, which provision may be through COMPANY’s website, and which documentation sets out a description of the SERVICES and the instructions for use of the SERVICES. COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE FUNCTIONS PERFORMED BY THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE SERVICES WILL BE CORRECTED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND COMPANY DISCLAIMS ANY AND ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, ORAL, OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT COMPANY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY FURTHER DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF COMPANY’S OBLIGATIONS HEREUNDER. No action for breach of the limited warranty set forth in this Section 9 may be commenced more than one (1) year following the expiration of the Term.

9. Limitation of Liability.

General. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, COMPANY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, OR AT LAW WITH RESPECT TO ANY SERVICES PROVIDED BY COMPANY (WHETHER NEGLIGENT OR OTHERWISE), WILL BE LIMITED TO THE TOTAL FEES PAID (LESS ANY REFUNDS OR CREDITS) BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE PRECEDING TWELVE (12) MONTH PERIOD. IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER UNDER, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, OR OTHERWISE, INCLUDING NEGLIGENCE, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY ARE A CONDITION AND MATERIAL CONSIDERATION FOR THEIR ENTRY INTO THIS AGREEMENT. CUSTOMER SHALL INDEMNIFY COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY LOSS, DAMAGE, COST, OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM OR ASSOCIATED WITH (1) ANY ACTIONS OR OMISSIONS OF CUSTOMER, (2) THE BREACH OF THIS AGREEMENT BY CUSTOMER, (3) NON-COMPLIANCE WITH ANY FEDERAL, STATE, OR LOCAL LAWS OR REGULATIONS, OR (4) ANY INTELLECTUAL PROPERTY OR CONTENT PROVIDED BY CUSTOMER TO COMPANY. THIS INDEMNITY SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
Release of Claims. COMPANY shall not be liable for loss, injury, or damage of any kind to any person or entity resulting from any use, condition, performance, defect, or failure in the SERVICES. Customer releases and waives on behalf of Customer and its authorized users all claims, known or unknown, against COMPANY, its parent, subsidiaries, affiliated companies, agents, or content providers, and the directors, trustees, officers, shareholders, employees, agents, and representatives of each of the foregoing, from any and all claims, damages, liabilities, costs, and expenses arising out of Customer’s use of the SERVICES.
Internet Security. COMPANY does not guarantee the security of any information transmitted to or from Customer over the Internet, including through the use of e-mail. Access to the Internet, if employed, is Customer’s sole responsibility and the responsibility of Internet provider(s) Customer COMPANY does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.
Survival. This Section shall survive termination or expiration of this Agreement.

10. INTENTIONALLY LEFT BLANK.

11. Application Upgrades.

The SERVICES include all maintenance and upgrades. COMPANY schedules new feature releases for off hours and weekends to minimize any effect on its customers and will announce its release schedule well in advance. COMPANY strives to ensure that there is no operational impact and no deterioration of service, support or technical SLA performance during product upgrades. Each of these changes goes through an extensive quality control process before they are released into production.
Each of COMPANY’s releases may incorporate major new features or enhancements that increase the core functionality of the SERVICES. Release announcements are made by either e-mail to system administrators and/or can also appear on the log-in page in advance of the actual release event. These communications cover the reasons for, and impact of, the upgrades to Customer’s users.

12.Customer and Vendor Support. COMPANY will provide on-going support for both Customer and its Authorized Users (collectively, “Customer Support”) as follows:

Customer Support. COMPANY will provide Customer with an account representative who will be available to assist customer will all customer inquiries and issues related to the launch and provision of the SERVICES. The nature and extent of the support provided to Customer may be described in more detail in an Order Form.
Authorized User Support. COMPANY will provide Customer’s Authorized Users with the following support via the Online Community
- Level I support means e-mail support to Customer for help with simple problems, such as password reset or general “how-to” questions.
- Level II support means web and e-mail support to Customer for help with more complex problems than for Level I support, such as issues dealing with advanced features. Level II support requests may be responded to within two (2) business days and may involve secure access to Customer’s instance in COMPANY’s hosted environment.
- Level III support means issues, questions, and requests involving possible product bugs or failures. Level III support requests can be responded to within two (2) business days and may involve secure access to Customer’s instance in COMPANY’s hosted environment.
- Any additional customer support as detailed on the Order Form.

13. Access and Monitoring. COMPANY and its subcontractors may access Customer’s account as necessary to identify or resolve technical problems or respond to complaints about the SERVICES or as may be required by law. COMPANY shall also have the right, but not the obligation, to monitor the SERVICES to determine Customer’s compliance with the Agreement. Without limiting the foregoing and with two (2) days prior notice, COMPANY shall have the right to remove any material submitted to the SERVICES that COMPANY finds to be in violation of the provisions of this Agreement.

14. Export Compliance. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to Customer’s use of the SERVICES. Customer agrees that such export control laws govern its use of the SERVICES, and Customer agrees to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer agrees that no data, information, program, and/or materials resulting from Customer’s use of the SERVICES (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws. Customer shall indemnify COMPANY and its suppliers for any violation of export laws and regulations by Customer.

15. Third Party Applications.

COMPANY shall have no obligation to provide Customer Support for any customized software or any third-party applications not part of the SERVICES. Further, in the event that any Service is deployed in conjunction with any other software products, including, but not limited to, web servers, browsers, third party databases, and operating systems, COMPANY shall have no obligation to provide Customer Support for these other products, or for ensuring the correct interoperation with these products. Further, COMPANY shall not be responsible for providing Customer Support: (i) for problems caused by Customer’s use of or access to the SERVICES other than as intended; (ii) for any use in violation of this Agreement; or (iii) for any unauthorized modifications made to the SERVICES by Customer or any third party. In the event the Customer Support provided are traced to Customer’s or a third party’s errors, unauthorized use, or system changes, fees and expenses for said Customer Support services may be billed to Customer at COMPANY’s then current rates and shall be paid promptly by Customer.
Any third party applications and/or work products that are software shall be subject to the same subscription limitations of this Agreement and any additional limitations.

16.GENERAL.

COMPANY’s relationship with Customer under this Agreement shall be that of an independent contractor, and nothing in this Agreement or the arrangements for which it is made shall make COMPANY, or anyone furnished or used by COMPANY in the provision of the SERVICES, an employee, joint venture, partner, or servant of Customer. This Agreement is intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party.
COMPANY may terminate this Agreement immediately at any time upon notice to Customer. In such instance, COMPANY shall only be responsible to Customer to provide SERVICES for which Customer has already paid COMPANY. Customer is obligated to pay COMPANY one hundred percent (100%) of the remaining Fees until the end of the Term. In no event will Customer be entitled to a refund.
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, exclusive of its rules governing choice of law and conflict of laws. If legal action is commenced by either party to enforce or defend its rights under this Agreement, such action shall be brought only in a court located in Bergen County, New Jersey, and the parties agree to submit to the jurisdiction of such courts. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.
This Agreement may only be amended or modified by a writing specifically referencing this Agreement which has been signed by authorized representatives of the parties. COMPANY shall not be in default by reason of any failure in performance of this Agreement or if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of COMPANY, including but not limited to, default by subcontractors or suppliers, failure of Customer to provide promptly to COMPANY accurate information and materials, as applicable, acts of God or of a public enemy, acts of terrorism, United States or foreign governmental acts in either a sovereign or contractual capacity, labor, fire, power outages, road icing or inclement conditions, flood, epidemic, restrictions, strikes, and/or freight embargoes.
If any provision of this Agreement is held to be illegal, invalid, or unenforceable, that provision shall be severed or reformed to be enforceable, and the remaining provisions hereof and thereof shall remain in full force. No delay or omission by COMPANY in the exercise or enforcement of any of its powers or rights hereunder shall constitute a waiver of such power or right. A waiver by COMPANY of any provision of this Agreement must be in writing and signed by such party, and shall not imply subsequent waiver of that or any other provision.
Customer agrees that its payment and other obligations under this Agreement are absolute and unconditional and not subject to any abatement, reduction, setoff, defense, counterclaim, or recoupment due or alleged to be due as a result of any past or future claim that Customer may have against COMPANY. Customer agrees that it will use its best efforts to cooperate with COMPANY, and will execute and deliver any and all documents in addition to those expressly provided for herein that may be necessary or appropriate to afford COMPANY the opportunity to adequately provide the SERVICES.
All notices under this Agreement shall be in writing and delivered by overnight delivery service or certified mail, return receipt requested. Notices delivered personally shall be deemed given upon documented receipt or refusal by recipient to accept receipt. Customer agrees that COMPANY may publicly refer to Customer (both in writing and orally) as a client, and may identify Customer as a client, among other places, on its website, in press releases, and in sales materials and presentations.

Organizational License Agreement

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Grant of License to Access and Use Service. Company hereby grants to Customer, including to allCustomer’s Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the COMMUNITY (the “Service”) (the “[DELIVERABLE]”), according to Company’s terms and policies detailed at lonelyentrepreneur.teachable.com.
Support Services. Support services entitles the Customer to the following:
1. Email support in order to help the Customer locate and correct problems with the Software.
2. Bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications.
3. All extensions, enhancements and other changes that the Company makes or adds to the Service and which the Company offers, without charge, to all other Subscribers of the Service.
4. Response in accordance with the following severity levels:
  1. Severity 1: The Production system /application is down, seriously impacted and there is no reasonable workaround currently. Upon confirmation of receipt, the Company will begin continuous work on the issue, and a customer resource must be available at any time to assist with problem determination. Once the issue is reproducible or once we have identified the Software defect, the Company support will provide reasonable effort for workaround or solution within 24 hours.
  2. Severity 2: The system or application is seriously affected. The issue is not critical and does not comply with the Severity 1 conditions. There is no workaround currently available or the workaround is cumbersome to use. The Company will work during normal business hours to provide reasonable effort for workaround or solution within 7 business days, once the issue is reproducible.
  3. Severity 3: The system or application is moderately affected. The issue is not critical and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround. The Company will work during normal business hours to provide reasonable effort for workaround or solution within 10 business days, once the issue is reproducible.
  4. Severity 4: Non-critical issues. The Company will seek during normal business hours to provide a solution in future releases of the Service.
Other Services. The Company will provide the other services detailed in The Lonely Entrepreneur Community Pricing Schedule which is incorporated herein by reference.
Pricing and Payment.
1. Pricing. The pricing for the grant of the license and associated services shall be as reflected on The Lonely Entrepreneur Community Pricing Schedule which is incorporated herein by reference.
2. Payment. Customer shall pay the Subscription Fee to Company
  1. due on [DATE] of each month,
  2. in immediately available funds, and
  3. to the account Company lists immediately below:
3. Taxes. Payment amounts under this agreement do not include Taxes, and Customer shall pay all Taxes applicable to payments between the parties under this agreement.
4. Interest on Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to 1% per month or the maximum allowed by Law, whichever is less.
Service Levels
1. Applicable Levels. Company shall provide the Service to Customer with a System Availability of at least 99% during each calendar month.
2. System Maintenance. Company may take the Service offline for scheduled maintenances that it provides Customer the schedule for in writing (though this scheduled maintenance time will not count as System Availability), and change its schedule of maintenances on one month written notice to Customer.
3. System Availability Definition
  1. Percentage of Minutes per Month. “System Availability” means the percentage of minutes in a month that the key components of the Service are operational.
  2. Not Included in “System Availability. “System Availability” will not include any minutes of downtime resulting from scheduled maintenance, events of force majeure, malicious attacks on the system, issues associated with Customer’s computing devices, local area networks or internet service provider connections, or Company’s inability to deliver services because of Customer’s acts or omissions.
Data Protection. Customer shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the disclosing party’s Data.
Data Privacy. Company may collect, use and process Customer data only according to Company’s Privacy Policy, available at [URL].
Statistical Information. Company may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service service, but only if such information does not identify the data as Customer’s or otherwise include Customer’s name.
Representations
1. Mutual Representations
  1. Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
  2. Authority and Capacity. The parties have the authority and capacity to enter into this agreement.
  3. Execution and Delivery. The parties have duly executed and delivered this agreement.
  4. Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
  5. No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party’s performance of its obligations under this agreement.
  6. No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under its articles, bylaws, or any unanimous shareholders agreement, any Law to which it is subject, any judgment, Order, or decree of any Governmental Authority to which it is subject, or any agreement to which it is a party or by which it is bound.
  7. Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to own, lease, and operate its properties, and conduct its business as it is now carried on.
  8. No Disputes or Proceedings. There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.
  9. No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.
2. Company’s Representations
  1. Ownership.Company is the exclusive legal owner of the Service, including all Intellectual Property included in the Service and granted under the [DELIVERABLE].
  2. Status of Licensed Intellectual Property. Company has properly registered and maintained all Intellectual Property included in the Service and granted under the [DELIVERABLE] and paid all applicable maintenance and renewal fees.
  3. No Conflicting Grant.Company has not granted and is not obligated to grant any license to a third party that would conflict with the [DELIVERABLE].
  4. No Infringement. Company’s Disclosure Schedule]The Service does not infringe the Intellectual Property rights or other proprietary rights of any third party.
  5. No Third Party infringement. To Company’s Knowledge, no third party is infringing the Service.
User Obligations
1. Hardware Obligations. Customer shall be responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Service, and paying all third party access charges incurred while using the Service.
2. Anti-Virus Obligations. Customer shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively “Viruses”).
3. Customer’s Use of Services. Customer shall abide by all local and international Laws and regulations applicable to its use of the Service, use the Service only for legal purposes, and comply with all regulations, policies and procedures of networks connected to the SaaS.
Restricted Uses.Customer will not
1. upload or distribute of any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service,
2. modify, disassemble, decompile or reverse engineer the Service,
3. probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service,
4. take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Service,
5. copy or reproduce the Service,
6. access or use any other clients’ or their users’ data through the Service,
7. maliciously reduce or impair the accessibility of the Service,
8. use the service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, orotherwise objectionable material, or
9. transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability.
Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].
Export Compliance
1. No Representation.Company makes no representation that the Service is appropriate or available for use outside of the United States.
2. Customer Status. Customer represents and that it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed the import or export of goods, on the United States Treasury Department’s List of Specially Designated Nationals or United States Commerce Department’s Table of Deny Orders.
Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the “Term”).
Ownership of Intellectual Property. Company will retain all interest in and to the Services, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the Service, including Company’s name, logos. and trademarks reproduced through the Service.
Termination
1. Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.
2. Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
  1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
  2. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
3. Termination for Failure to Pay. Company may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the monthly Subscription Fee on time [three] times over any 12 month period.
Effect of Termination
1. Refund Amounts. Company shall immediately refund to Customer any prepaid Subscription Fees covering the remainder of the term of all subscriptions after the effective date of termination.
2. Pay Outstanding Amounts. Customer shall immediately pay to Company all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
3. Discontinuance of Use. Customer shall cease all use of the Service upon the effective date of the termination.
4. Recovery of Data. Customer will have [30] days from the date of termination to retrieve any of data that Customer wishes to keep.
Indemnification
1. Indemnification by Company.
  1. Indemnification for Infringement Claims. Company (as an indemnifying party) shall indemnify Customer (as an indemnified party) against all losses and expenses arising out of any proceeding
    1. brought by a third party, and
    2. arising out of a claim that the Services infringe the third party’s Intellectual Property rights.
  2. Qualifications for Indemnification.Company will be required to indemnify Customer under paragraph [INDEMNIFICATION FOR INFRINGEMENT CLAIMS] only if
    1. Customer’s use of the Services complies with this agreement and all documentation related to the Services,
    2. the infringement was not caused by Customer modifying or altering the Services or documentation related to the Services, unless Company consented to the modification or alteration in writing, and
    3. the infringement was not caused by Customer combining the Services with products not supplied by Company, unless Company consented to the combination in writing.
2. Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding brought by either a third party or an indemnified party, and arising out of the indemnifying party’s willful misconduct or gross negligence.
3. Notice and Failure to Notify
  1. Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall notify the indemnifying party of the indemnifiable proceeding, and deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
  2. Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.
4. Exclusive Remedy. The parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].
Limitation on Liability
1. Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
2. Maximum Liability.Company’s liability under this agreement will not exceed the fees paid by Customer under this agreement during the 12 months preceding the date upon which the related claim arose.
General Provisions
1. Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement, represent the final expression of the parties’ intent relating to the subject matter of this agreement, contain all the terms the parties agreed to relating to the subject matter, and replace all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement.
2. Amendment.Company may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].
3. Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.
4. Notices
  1. Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][, or (v) electronic mail] to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section.
  2. Receipt of Notice. A notice given under this agreement will be effective on the other party’s receipt of it, or if mailed, the earlier of the other party’s receipt of it and the [fifth] business day after mailing it.
5. Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.
6. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
7. Waiver
  1. Affirmative Waivers. Neither party’s failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party’s rights.
  2. Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.
  3. No General Waivers. A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.
8. No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
9. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.
Definitions

“Authorized Users” means the list of Persons authorized to use the Services under this agreement, fully listed in the [ATTACHMENT], attached to this agreement.
“Business Day” means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.
“Confidential Information” has the same meaning in this agreement as the term has under the Non-Disclosure Agreement between the parties, dated [DATE], referenced in section [CONFIDENTIALITY OBLIGATIONS] and attached to this agreement.
“Data” means all of the data Customer creates with or uses with the Service, or otherwise related to Customer’s use of the Services.
“Disclosure Schedule” means the schedules delivered, before the execution of this agreement, by each party to the other party which list, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this agreement or as an exception to one or more of the representations or warranties made by the party, or to one or more of the covenants of the party.
“Effective Date” is defined in the introduction to this agreement.
“Governmental Authority” means
(a) any federal, state, local, or foreign government, and any political subdivision of any of them,
(b) any agency or instrumentality of any such government or political subdivision,
(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and
(d) any arbitrator, court or tribunal of competent jurisdiction.
“Intellectual Property” means any and all of the following in any jurisdiction throughout the world
(a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,
(b) copyrights, including all applications and registrations related to the foregoing,
(c) trade secrets and confidential know-how,
(d) patents and patent applications,
(e) websites and internet domain name registrations, and
(f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).
“Law” means
(a) any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and
(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.
“Legal Proceeding” means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).
“[License Grant]” is defined in section [GRANT OF ACCESS AND USE OF SERVICE].
“Order” means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority with jurisdiction over the subject matter, whether preliminary or final.
“Permits” means all material licenses, franchises, permits, certificates, approvals, and authorizations, from Governmental Authorities necessary for the ownership and operation of the party’s business.
“Person” includes
(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and
(b) any individual.
“Service” is defined in section GRANT OF ACCESS AND USE OF SERVICE.
“Subscription Fee” is defined in section [SUBSCRIPTION FEES].
“System Availability” is defined in section SERVICE LEVELS.
“Taxes” includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.
“Term” is defined in section [TERM].
“Viruses” is defined in section [USER OBLIGATIONS].

This agreement has been executed by the parties.
[COMPANY NAME]
By:
Name:
Title:
[CUSTOMER NAME]
By:
Name:
Title:
EXHIBIT A
Premium Service Support
1. Premium Support Services
2. Response and Resolution Goals
2.1