In this Agreement, unless the context otherwise requires, the following capitalized terms shall bear the meanings respectively ascribed to them in this Section.

"Software" shall mean the proprietary cloud-hosted application identified as [Software Name], together with all associated application programming interfaces, user interfaces, modules, databases, object code, scripts, templates, configuration files, graphical elements, and any Updates, Upgrades, patches, modifications, enhancements, customizations, derivative works and documentation thereof made available by the Licensor to the Licensee from time to time pursuant to the terms of this Agreement.

"Documentation" shall mean the technical specifications, user manuals, administrator guides, release notes, online help files and any other written or electronic materials describing the functionality, features, operation, installation and permitted use of the Software, as made generally available by the Licensor in its then-current form.

"Authorized User" shall mean any employee, agent or independent contractor of the Licensee who is duly authorized by the Licensee to access and use the Software in accordance with this Agreement, provided that such person is bound by written obligations of confidentiality and acceptable use no less protective of the Licensor than those contained herein.

"Subscription Term" shall mean the period commencing on the Effective Date and continuing for the initial term specified in Section 3, as the same may be renewed or extended in accordance with this Agreement, or earlier terminated pursuant to the provisions hereof.

"Confidential Information" shall mean any and all non-public information disclosed by one Party to the other, whether orally, in writing, visually or in any other tangible or intangible form, which is designated as confidential or which, by its nature or the circumstances of its disclosure, ought reasonably to be understood to be confidential, including without limitation the Software, its source code, pricing, business plans, customer data and technical know-how.

The headings used in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation hereof. References to Sections are to sections of this Agreement unless otherwise stated. Words importing the singular shall include the plural and vice versa, and words denoting any gender shall include all genders.

Any reference to a statute, regulation or other legal instrument shall be construed as a reference to such statute, regulation or instrument as amended, re-enacted or extended from time to time. The expressions "include", "including" and "in particular" shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words.

Subject to the Licensee's full, timely and continuing compliance with each and every term and condition of this Agreement, including without limitation the punctual payment of all License Fees, the Licensor hereby grants to the Licensee a limited, non-exclusive, non-transferable, non-sublicensable and revocable right and license to access and use the Software, solely in object code form and solely through the cloud-hosted interface made available by the Licensor, during the Subscription Term and solely for the Licensee's internal business purposes.

The license granted hereunder shall extend only to the number of Authorized Users specified in the applicable subscription plan or ordering document agreed in writing between the Parties, and the Licensee shall not permit the Software to be accessed or used by any person exceeding such permitted number without the prior written consent of the Licensor and the payment of applicable additional License Fees.

Each Authorized User shall be issued unique access credentials and shall not share, transfer or disclose such credentials to any other person. The Licensee shall be fully responsible and liable for all acts and omissions of its Authorized Users and for any use of the Software made through its account, whether or not authorized by the Licensee.

No rights or licenses are granted to the Licensee by implication, estoppel, exhaustion or otherwise, other than those expressly set forth in this Agreement. All rights not expressly granted to the Licensee hereunder are reserved by the Licensor and its licensors.

The Licensee acknowledges and agrees that the license granted herein is a license to access and use the Software as a service, and that no copy of the Software, in whole or in part, is being sold, assigned or otherwise transferred to the Licensee.

The Licensor reserves the right, in its sole and absolute discretion, to modify, suspend, revoke or restrict the scope of the license granted hereunder in the event of any actual or suspected breach by the Licensee of its obligations under this Agreement.

The initial Subscription Term shall commence on the Effective Date and shall continue in full force and effect for an initial period of [Initial Term Length] (the "Initial Term"), unless earlier terminated in accordance with the provisions of this Agreement.

Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal periods of [Renewal Term Length] each (each a "Renewal Term"), unless either Party provides the other with written notice of non-renewal no less than [Notice Period] days prior to the expiration of the then-current Subscription Term.

The Licensor reserves the right to modify the License Fees, support levels or other commercial terms applicable to any Renewal Term by providing the Licensee with written notice of such changes no less than [Fee Change Notice Period] days prior to the commencement of the applicable Renewal Term. The Licensee's continued use of the Software following the commencement of the Renewal Term shall constitute acceptance of such modified terms.

Any renewal of the Subscription Term shall be on the terms and conditions of this Agreement as in effect at the time of such renewal, together with any modifications notified by the Licensor in accordance with the foregoing clause.

Notwithstanding any other provision of this Agreement, the Licensor shall have the right to decline renewal of the Subscription Term, in its sole and absolute discretion, by providing written notice of non-renewal to the Licensee prior to the expiration of the then-current Subscription Term.

The Subscription Term shall in all cases be subject to earlier termination in accordance with Section 16 of this Agreement.

The Licensee shall use the Software solely for its internal business purposes and strictly in accordance with the terms of this Agreement and the Documentation. Any use of the Software outside the scope expressly permitted herein shall constitute a material breach of this Agreement.

The Licensee shall not, and shall not permit any Authorized User or third party to: (i) copy, reproduce, modify, adapt, translate or create derivative works of the Software or any part thereof; (ii) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats or non-public application programming interfaces of the Software, except to the extent such restriction is expressly prohibited by applicable mandatory law; (iii) sell, resell, rent, lease, lend, sublicense, distribute, transfer, assign or otherwise commercially exploit or make available the Software to any third party; (iv) use the Software to provide any service bureau, time-sharing, outsourcing, application service provider or similar service to third parties; or (v) remove, obscure or alter any proprietary notices, labels or marks contained in or on the Software.

The Licensee shall not use the Software in any manner that: (i) violates any applicable law, regulation or third-party right; (ii) infringes, misappropriates or otherwise violates any intellectual property or proprietary right of any person; (iii) transmits any unlawful, harassing, defamatory, obscene, threatening or otherwise objectionable material; or (iv) transmits any viruses, worms, Trojan horses, time bombs, spyware or other malicious code.

The Licensee shall not attempt to probe, scan, penetrate or test the vulnerability of the Software or the Licensor's systems or networks, nor shall it attempt to circumvent any security, authentication or usage limitation measures implemented by the Licensor, nor shall it interfere with or disrupt the integrity or performance of the Software or the data contained therein.

The Licensee shall be solely responsible for ensuring that its use of the Software, and the content and data uploaded to, processed by or transmitted through the Software by the Licensee or its Authorized Users, complies with all applicable laws, regulations and industry standards.

The Licensor reserves the right, but shall have no obligation, to monitor the Licensee's use of the Software for the purposes of verifying compliance with this Agreement and ensuring the proper functioning, security and integrity of the Software.

The Licensee shall promptly notify the Licensor in writing upon becoming aware of any actual or suspected unauthorized access to or use of the Software, any breach of security, or any violation of this Section by any Authorized User or third party.

The Licensor shall make the Software available to the Licensee electronically via the Internet through a cloud-hosted platform operated and maintained by or on behalf of the Licensor, accessible through standard web browsers or such other access methods as the Licensor may designate from time to time.

Access shall be effected by means of unique user credentials issued to the Licensee's Authorized Users. The Licensee shall be responsible for maintaining the confidentiality and security of all such credentials and shall promptly notify the Licensor in writing of any actual or suspected unauthorized disclosure or use thereof.

The Licensee shall be solely responsible for procuring and maintaining, at its own cost and expense, all hardware, software, telecommunications equipment, internet connectivity and other infrastructure necessary to access and use the Software, as well as for ensuring that such infrastructure meets any minimum technical requirements specified by the Licensor from time to time.

The Licensor shall have no responsibility or liability for any failure, delay, degradation or interruption in the Licensee's ability to access or use the Software to the extent arising from or related to any failure, inadequacy or malfunction of the Licensee's infrastructure, telecommunications services or third-party systems not under the Licensor's control.

The Licensor reserves the right, in its sole discretion, to modify, enhance, redesign or discontinue any feature, functionality or component of the Software, provided that any material reduction in the overall functionality of the Software during a Subscription Term shall be notified to the Licensee in writing.

The Software shall be deemed delivered and accepted by the Licensee upon the Licensor making the Software available for access by the Licensee, and no formal acceptance testing or acceptance procedure shall apply unless otherwise expressly agreed in writing by the Licensor.

As between the Parties, the Licensor and its licensors shall at all times retain all right, title and interest in and to the Software, the Documentation and any and all modifications, enhancements, derivatives, improvements, corrections and updates thereto, together with all intellectual property rights embodied therein or related thereto, including without limitation all copyrights, patents, patentable inventions, trademarks, service marks, trade names, trade secrets, know-how, moral rights and all other proprietary rights of any nature whatsoever, whether registered or unregistered and wherever existing throughout the world.

The Licensee acknowledges and agrees that nothing in this Agreement shall operate or be construed to transfer, assign or convey to the Licensee any right, title or interest in or to the Software, the Documentation or any related intellectual property rights, other than the limited right to access and use the Software expressly granted under Section 2.

To the extent that the Licensee provides any suggestions, comments, feedback, recommendations, corrections, requests for enhancements or other input relating to the Software or the Documentation (collectively, "Feedback"), the Licensee hereby irrevocably assigns to the Licensor all right, title and interest in and to such Feedback, including all intellectual property rights therein, and waives any moral rights it may have in respect thereof.

The Licensee shall not remove, alter, deface or obscure any copyright, trademark, patent or other proprietary rights notices affixed to or contained within the Software, the Documentation or any related materials.

The Licensee shall promptly notify the Licensor in writing upon becoming aware of any actual or threatened infringement, misappropriation or other violation of the Licensor's intellectual property rights in or to the Software, and shall provide such reasonable cooperation and assistance as the Licensor may request in connection with the investigation, prosecution or defense of any related claim.

The Licensor shall have the sole right, but no obligation, to institute, prosecute, defend, settle or compromise any action, suit or proceeding relating to the Software or any intellectual property rights therein, and shall be entitled to retain all damages, settlements and other proceeds recovered in connection therewith.

As between the Parties, the Licensee shall retain all right, title and interest in and to the data, content and materials uploaded to or inputted into the Software by or on behalf of the Licensee (the "Licensee Data"), and the Licensee hereby grants the Licensor a non-exclusive, worldwide, royalty-free license to use, store, process, transmit and display the Licensee Data solely to the extent necessary to provide, maintain, support and improve the Software and to perform the Licensor's obligations under this Agreement.

In consideration of the rights granted hereunder, the Licensee shall pay to the Licensor the subscription fees set forth in the applicable ordering document or subscription plan agreed between the Parties (the "License Fees"), in the amount of [Amount] [Currency] per [Billing Period], payable in advance.

The Licensor shall issue invoices to the Licensee in accordance with the billing cycle agreed between the Parties, and all invoices shall be payable by the Licensee within [Payment Term] days of the date of the invoice, in [Currency], by electronic transfer to such bank account as the Licensor may designate from time to time.

All License Fees are stated and payable exclusive of all applicable taxes, duties, levies, tariffs and other governmental charges of any nature, all of which shall be borne solely by the Licensee, with the exception of taxes imposed on the Licensor's net income. The Licensee shall promptly reimburse the Licensor for any such amounts paid or payable by the Licensor on the Licensee's behalf.

Any amount not paid when due shall accrue interest from the due date until the date of actual payment, both before and after any judgment, at a rate equal to [Interest Rate]% per month or the maximum rate permitted by applicable law, whichever is lower, together with all reasonable costs of collection, including attorneys' fees.

Without prejudice to any other rights or remedies available to it, the Licensor shall have the right to suspend the Licensee's access to the Software, in whole or in part, upon the Licensee's failure to pay any undisputed amount within [Grace Period] days of the applicable due date, until such amount, together with any accrued interest and collection costs, has been paid in full.

All License Fees are non-cancellable and non-refundable, and the Licensee shall not be entitled to any credit, refund or set-off of any amounts paid or payable hereunder, except as may be expressly provided in this Agreement.

The Licensee shall notify the Licensor in writing of any good-faith dispute concerning any invoice within [Dispute Period] days of the date of the invoice, failing which such invoice shall be deemed accepted and payable in full. Any undisputed portion of any invoice shall be paid in accordance with the terms hereof notwithstanding the existence of any such dispute.

Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (iii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action; and (iv) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

Each Party further represents and warrants that its execution and performance of this Agreement will not violate or conflict with any applicable law, regulation, order, judgment or decree, or any contract, agreement or other instrument to which it is a party or by which it is bound.

The Licensor represents and warrants that it is the owner of, or otherwise holds all necessary rights to license, the Software to the extent required to grant the rights expressly granted to the Licensee hereunder.

The Licensee represents and warrants that it shall use the Software solely in accordance with this Agreement and all applicable laws, regulations and third-party rights, and that it shall not use the Software for any unlawful, fraudulent or improper purpose.

The Licensee further represents and warrants that any data, content or materials uploaded to or processed through the Software by or on behalf of the Licensee shall not infringe or violate any intellectual property, privacy, publicity or other right of any third party, and that the Licensee has obtained all necessary consents, authorizations and permissions required for the use of such data, content and materials in connection with the Software.

Except for the express representations and warranties set forth in this Section, neither Party makes any other representations or warranties, express, implied, statutory or otherwise, with respect to the subject matter of this Agreement.

Subject to the Licensee's payment of all applicable License Fees and continuing compliance with this Agreement, the Licensor shall provide the Licensee with standard technical support services relating to the Software during the Licensor's normal business hours, being [Business Hours] on business days in the Licensor's principal place of business, excluding public holidays.

Support services shall be limited to the diagnosis and reasonable commercial efforts to resolve defects, errors or malfunctions in the Software reproducibly occurring in the current supported version thereof, and shall be requested by the Licensee through such channels as the Licensor may designate from time to time, including email at [Support Email] or such online support portal as the Licensor may make available.

The Licensor shall use commercially reasonable efforts to acknowledge and respond to support requests within the response times generally applicable to its standard support offering, provided that no specific resolution times are warranted or guaranteed hereunder unless otherwise expressly agreed in writing.

The Licensor may from time to time, in its sole discretion, release updates, upgrades, patches, bug fixes, new versions and other modifications to the Software (collectively, "Updates"), which shall be deemed part of the Software and subject to the terms of this Agreement. The Licensor shall have no obligation to maintain or support any prior version of the Software upon the release of an Update.

The Licensor's support obligations shall not extend to, and the Licensor shall have no responsibility for resolving, any issues arising from or related to: (i) use of the Software other than in accordance with this Agreement and the Documentation; (ii) modifications to the Software not made or authorized by the Licensor; (iii) combination of the Software with any hardware, software, data or services not provided or approved by the Licensor; (iv) the Licensee's or any third party's equipment, software, networks or systems; or (v) any force majeure event.

The Licensor may, upon reasonable prior notice, perform scheduled maintenance on the Software during which access thereto may be temporarily suspended or restricted. The Licensor shall endeavor to schedule such maintenance outside of normal business hours whenever reasonably practicable.

Any support, consulting, training, implementation, customization or professional services beyond the standard support described in this Section shall be subject to a separate written agreement between the Parties and shall be provided at the Licensor's then-current rates.

The Licensor shall use commercially reasonable efforts to make the Software available for access and use by the Licensee during the Subscription Term, excluding periods of scheduled maintenance, emergency maintenance and any downtime caused by factors outside the Licensor's reasonable control.

The Licensor does not warrant or guarantee any specific level of uptime, availability, response time, throughput or performance of the Software, and the Licensee acknowledges that the Software is provided on a reasonable-efforts basis, subject to the inherent limitations of internet-based services.

The Licensor shall not be liable for any unavailability, degradation or interruption of the Software caused by or resulting from: (i) scheduled maintenance; (ii) emergency maintenance necessary to protect the security, integrity or operation of the Software; (iii) failures or outages of the internet, telecommunications networks or third-party services; (iv) acts or omissions of the Licensee or any Authorized User or third party acting on the Licensee's behalf; (v) force majeure events; or (vi) any suspension of access to the Software in accordance with this Agreement.

The Licensor reserves the right to throttle, limit or restrict access to or use of the Software in the event of excessive, abusive or anomalous usage patterns that may adversely affect the performance, security or availability of the Software for other users.

The Licensee's sole and exclusive remedy, and the Licensor's sole and exclusive liability, for any failure of the Software to be available in accordance with this Section shall be as set forth in Section 12, and no service credits, refunds or other remedies shall be available unless expressly agreed in writing between the Parties.

The Licensor shall endeavor to notify the Licensee of material unplanned outages affecting the Software and shall use commercially reasonable efforts to restore access and functionality as promptly as reasonably practicable.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 8, THE SOFTWARE, DOCUMENTATION AND ALL RELATED SERVICES ARE PROVIDED BY THE LICENSOR ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND THE LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, COLLATERAL OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION OR INFORMATIONAL CONTENT.

THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS OR EXPECTATIONS, THAT ITS OPERATION WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT ALL DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SOFTWARE OR THE SERVERS ON WHICH IT IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE LICENSEE ASSUMES ALL RISK AND RESPONSIBILITY ARISING FROM ITS USE OF THE SOFTWARE AND ANY RELIANCE PLACED UPON THE RESULTS OBTAINED THEREFROM, AND ACKNOWLEDGES THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE LICENSOR, ITS AGENTS OR EMPLOYEES SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.

THE LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD-PARTY PRODUCTS, SERVICES, DATA, CONTENT, SOFTWARE OR SYSTEMS THAT MAY BE ACCESSED THROUGH, INTEGRATED WITH OR USED IN CONJUNCTION WITH THE SOFTWARE, AND ANY SUCH THIRD-PARTY ITEMS SHALL BE GOVERNED SOLELY BY THE TERMS APPLICABLE TO THEM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY STATUTORY, IMPLIED OR OTHER WARRANTIES THAT CANNOT BE DISCLAIMED SHALL BE LIMITED IN DURATION TO THE MINIMUM PERIOD AND REMEDY REQUIRED BY SUCH APPLICABLE LAW.

THE DISCLAIMERS AND LIMITATIONS CONTAINED IN THIS SECTION CONSTITUTE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THE LICENSE FEES PAYABLE HEREUNDER REFLECT, AND WOULD NOT HAVE BEEN AGREED BY THE LICENSOR IN THE ABSENCE OF, SUCH DISCLAIMERS AND LIMITATIONS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR, ITS AFFILIATES, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE LICENSOR HAS BEEN ADVISED OF OR SHOULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE LICENSOR AND ITS AFFILIATES, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID BY THE LICENSEE TO THE LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

THE LICENSEE ACKNOWLEDGES THAT THE LICENSE FEES PAYABLE HEREUNDER HAVE BEEN SET IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION, AND THAT SUCH LIMITATIONS CONSTITUTE A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES.

MULTIPLE CLAIMS SHALL NOT ENLARGE OR EXTEND THE AGGREGATE CAP ON LIABILITY SET FORTH IN THIS SECTION, AND ALL CLAIMS BROUGHT BY THE LICENSEE OR ANY PERSON CLAIMING THROUGH THE LICENSEE SHALL BE SUBJECT TO SUCH AGGREGATE CAP.

NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE MANDATORY LAW.

The Licensee shall defend, indemnify and hold harmless the Licensor, its affiliates and their respective officers, directors, employees, agents and representatives from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, costs and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (i) the Licensee's or any Authorized User's use of the Software in violation of this Agreement, applicable law or any third-party right; (ii) any Licensee Data or any content, data or materials uploaded, transmitted or processed by or on behalf of the Licensee through the Software; (iii) any breach by the Licensee of its representations, warranties, covenants or obligations hereunder; or (iv) the Licensee's negligence, willful misconduct or fraud.

Subject to the limitations set forth in Section 12 and the exclusions set forth below, the Licensor shall defend the Licensee against any third-party claim alleging that the Software, when used by the Licensee strictly in accordance with this Agreement and the Documentation, infringes any copyright or registered trademark of such third party, and shall pay any damages and costs finally awarded by a court of competent jurisdiction against the Licensee or agreed in settlement by the Licensor in respect of such claim.

The Licensor's obligations under the foregoing clause shall not apply to any claim arising out of or relating to: (i) any use of the Software in combination with any hardware, software, data, service or process not provided or expressly authorized by the Licensor; (ii) any modification of the Software not made by the Licensor; (iii) use of the Software other than in accordance with this Agreement or the Documentation; (iv) use of any version of the Software other than the then-current version where such claim would have been avoided by use of the current version; (v) any Licensee Data; or (vi) any Software provided on a free, trial, beta or evaluation basis.

If the Software becomes, or in the Licensor's reasonable opinion is likely to become, the subject of an infringement claim, the Licensor may, at its sole option and expense: (i) procure for the Licensee the right to continue using the Software; (ii) modify or replace the Software so that it becomes non-infringing while providing substantially equivalent functionality; or (iii) if neither of the foregoing options is reasonably available to the Licensor on commercially reasonable terms, terminate this Agreement and refund to the Licensee any prepaid License Fees attributable to the unused remainder of the then-current Subscription Term.

The foregoing provisions state the Licensor's sole and exclusive liability, and the Licensee's sole and exclusive remedy, with respect to any claim of intellectual property infringement arising out of or relating to the Software.

The indemnification obligations under this Section shall be conditioned upon the indemnified Party: (i) providing the indemnifying Party with prompt written notice of the claim; (ii) granting the indemnifying Party sole control over the defense and settlement thereof, provided that no settlement imposing any non-monetary obligation or admission of liability on the indemnified Party shall be made without the indemnified Party's prior written consent; and (iii) providing all reasonable cooperation and assistance, at the indemnifying Party's expense, in connection with the defense and settlement of the claim.

Each Party (the "Receiving Party") shall hold in strict confidence all Confidential Information of the other Party (the "Disclosing Party") and shall not use, disclose, reproduce or disseminate such Confidential Information except as expressly permitted by this Agreement or with the prior written consent of the Disclosing Party. The Receiving Party shall apply at least the same degree of care to the protection of the Disclosing Party's Confidential Information as it applies to its own confidential information of similar importance, and in no event less than a reasonable degree of care.

The Receiving Party may disclose Confidential Information only to its employees, officers, directors, agents, affiliates, contractors and professional advisors who have a bona fide need to know such Confidential Information for the purposes of this Agreement, provided that each such person is bound by written obligations of confidentiality no less protective than those set forth herein, and the Receiving Party shall remain fully responsible for the compliance of such persons with the terms hereof.

The obligations of confidentiality set forth herein shall not apply to information that the Receiving Party can demonstrate: (i) was lawfully known to it without any obligation of confidentiality prior to disclosure by the Disclosing Party; (ii) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (iii) is lawfully received by the Receiving Party from a third party without any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

If the Receiving Party is required by applicable law, regulation, court order or governmental authority to disclose any Confidential Information, it shall, to the extent legally permissible, promptly notify the Disclosing Party in writing to enable the Disclosing Party to seek a protective order or other appropriate remedy, and shall furnish only that portion of the Confidential Information which it is legally required to disclose.

Upon the termination or expiration of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all Confidential Information of the Disclosing Party in its possession or control, and shall certify in writing the completion of such return or destruction, provided that the Receiving Party may retain copies of Confidential Information to the extent required by applicable law or its reasonable internal record-keeping policies, subject to continuing obligations of confidentiality.

The obligations of confidentiality set forth in this Section shall survive the termination or expiration of this Agreement for a period of [Confidentiality Period] years, provided that with respect to any Confidential Information constituting a trade secret, such obligations shall continue for so long as such information retains its status as a trade secret under applicable law.

The Receiving Party acknowledges that any breach of its obligations under this Section may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate, and accordingly the Disclosing Party shall be entitled to seek injunctive and other equitable relief, in addition to all other remedies available at law or in equity, without the necessity of posting a bond.

Each Party shall comply with all applicable data protection and privacy laws, regulations and binding guidance in connection with its performance of this Agreement and its processing of any personal data in connection herewith.

To the extent that the Licensor processes any personal data on behalf of the Licensee in connection with the provision of the Software, the Licensor shall act as a processor and the Licensee as the controller of such personal data, and the Parties shall enter into a separate data processing addendum setting forth the terms applicable to such processing, which shall form an integral part of this Agreement upon its execution.

The Licensee represents, warrants and covenants that it has obtained and shall maintain all necessary rights, consents, authorizations and legal bases required for the processing of any personal data uploaded to or processed through the Software by or on behalf of the Licensee, and that such processing by the Licensor in accordance with the Licensee's instructions shall not violate any applicable law or any right of any third party.

The Licensor shall implement and maintain commercially reasonable technical and organizational security measures designed to protect the Software and any Licensee Data stored therein against unauthorized access, disclosure, alteration, loss or destruction, taking into account the nature of the data and the state of the art.

Notwithstanding the foregoing, the Licensee acknowledges that no security measures can guarantee absolute security, and that the Licensor shall not be liable for any unauthorized access, disclosure, alteration, loss or destruction of Licensee Data except to the extent directly caused by the Licensor's gross negligence or willful misconduct and subject to the limitations of liability set forth in Section 12.

The Licensee shall be solely responsible for maintaining appropriate backups of all Licensee Data, and the Licensor shall have no liability for any loss, corruption or destruction of Licensee Data except as expressly provided herein.

In the event of a confirmed security incident resulting in the unauthorized access to or disclosure of Licensee Data, the Licensor shall notify the Licensee without undue delay and shall provide such reasonable cooperation as may be required to enable the Licensee to meet its own notification and other legal obligations.

Without prejudice to any other rights or remedies available to it, the Licensor shall have the right, at any time and in its sole discretion, to suspend the Licensee's access to the Software, in whole or in part, immediately and without prior notice, in the event that: (i) the Licensee fails to pay any amount when due hereunder; (ii) the Licensor reasonably believes that the Licensee or any Authorized User is in breach of this Agreement; (iii) the Licensor reasonably believes that continued access by the Licensee poses a security, legal or operational risk to the Software, the Licensor or any other user; or (iv) such suspension is required to comply with any applicable law, regulation, court order or request from a governmental authority.

Either Party may terminate this Agreement for cause by written notice to the other Party in the event of a material breach by the other Party that remains uncured for a period of [Cure Period] days following written notice thereof specifying the nature of the breach, provided that no cure period shall be required for breaches of Sections 4, 6, 7, 14 or 15 or for any breach that by its nature is incapable of being cured.

The Licensor may terminate this Agreement immediately upon written notice to the Licensee in the event that: (i) the Licensee becomes insolvent, makes any assignment for the benefit of creditors, files or has filed against it any petition under any bankruptcy, insolvency, reorganization or similar law, has a receiver, trustee or administrator appointed over all or any substantial part of its assets, or ceases or threatens to cease to carry on business; (ii) the Licensee undergoes a change of control to a competitor of the Licensor; or (iii) the Licensor is prohibited by applicable law or governmental authority from continuing to provide the Software to the Licensee.

Either Party may terminate this Agreement for convenience at the end of any Subscription Term by providing the other Party with written notice of non-renewal in accordance with Section 3.

The Licensor shall have the right to terminate this Agreement upon not less than [Discontinuation Notice Period] days' prior written notice to the Licensee in the event that the Licensor elects to discontinue the Software generally, in which case the Licensor shall refund to the Licensee a pro rata portion of any prepaid License Fees attributable to the unused remainder of the then-current Subscription Term.

Any suspension of access to the Software pursuant to this Section shall not relieve the Licensee of its payment obligations under this Agreement, and the Licensee shall remain liable for all License Fees accruing during any period of suspension.

Termination of this Agreement, howsoever occurring, shall be without prejudice to any rights, remedies, obligations or liabilities of either Party that have accrued prior to the effective date of termination.

Upon the termination or expiration of this Agreement for any reason: (i) all rights and licenses granted to the Licensee hereunder shall immediately cease and terminate; (ii) the Licensee shall immediately cease all use of and access to the Software and the Documentation; (iii) all amounts owed by the Licensee to the Licensor hereunder shall become immediately due and payable; and (iv) the Licensee shall, upon the Licensor's request, certify in writing to the Licensor the Licensee's compliance with the foregoing.

For a period of [Data Retrieval Period] days following the effective date of termination or expiration, the Licensor shall, upon the Licensee's written request and subject to the Licensee's payment of any outstanding amounts, make the Licensee Data available for retrieval by the Licensee in the Licensor's then-standard format and through the Licensor's then-standard mechanisms. Following the expiry of such period, the Licensor shall be entitled, but not obligated, to delete all Licensee Data from its systems, and shall have no further obligation or liability in respect thereof.

Notwithstanding the foregoing, the Licensor may retain copies of Licensee Data as required by applicable law or its reasonable internal backup, archival or record-keeping policies, in each case subject to continuing obligations of confidentiality.

The Licensee shall not be entitled to any refund, credit or set-off of any License Fees or other amounts paid or payable hereunder as a result of any termination or expiration of this Agreement, except as expressly provided herein.

Termination of this Agreement shall not relieve either Party of any liability or obligation that has accrued prior to the effective date of termination, nor shall it waive, release or discharge any claim or cause of action arising out of any pre-termination breach.

The provisions of this Agreement which by their nature are intended to survive termination or expiration, including without limitation the provisions relating to definitions, intellectual property rights, confidentiality, disclaimers, limitations of liability, indemnification, consequences of termination, governing law and dispute resolution, and miscellaneous provisions, shall survive the termination or expiration of this Agreement in accordance with their terms.

This Agreement, and all matters arising out of or relating to this Agreement, including its formation, validity, interpretation, performance, breach and termination, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to any conflict of laws principles that would require the application of the laws of any other jurisdiction.

The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and any applicable version of the Uniform Computer Information Transactions Act shall not apply to this Agreement.

In the event of any dispute, controversy or claim arising out of or relating to this Agreement (a "Dispute"), the Parties shall first attempt in good faith to resolve such Dispute through amicable negotiations between senior representatives of each Party, who shall meet (whether in person or by remote communication) within [Negotiation Period] days of written notice of the Dispute being given by one Party to the other.

If the Dispute is not resolved through such negotiations within [Resolution Period] days of the first meeting of the senior representatives, either Party may submit the Dispute to the exclusive jurisdiction of the courts of [Jurisdiction for Courts], and each Party hereby irrevocably submits to such jurisdiction and waives any objection it may have to the venue of any proceeding in such courts or any claim that any such proceeding has been brought in an inconvenient forum.

Notwithstanding the foregoing, the Licensor shall at all times be entitled to seek injunctive, equitable or other interim relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information or to enforce any payment obligation of the Licensee, without first complying with the negotiation procedures set forth above.

Each Party shall bear its own costs and expenses in connection with any Dispute, provided that the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party to the extent permitted by applicable law.

The Parties hereby irrevocably waive any right they may have to a trial by jury in respect of any Dispute arising out of or relating to this Agreement, to the maximum extent permitted by applicable law.

This Agreement, together with any ordering document executed by the Parties and incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations and warranties, whether written or oral, between the Parties with respect thereto. No terms or conditions contained in any purchase order, acknowledgment or other business form issued by the Licensee shall have any force or effect, notwithstanding any statement to the contrary therein.

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of each Party. No failure or delay by either Party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of any other right, power or remedy.

The Licensee shall not assign, transfer, delegate or otherwise dispose of this Agreement or any of its rights or obligations hereunder, in whole or in part, whether voluntarily, by operation of law or otherwise, without the prior written consent of the Licensor, and any purported assignment or transfer in violation of this provision shall be null and void. The Licensor may freely assign or transfer this Agreement, in whole or in part, without the Licensee's consent. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to render it valid, legal and enforceable while preserving its original intent, and the remaining provisions of this Agreement shall continue in full force and effect.

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, quarantine restrictions, strikes, failures of telecommunications or internet service providers, cyberattacks or governmental actions.

The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment or fiduciary relationship between the Parties, and neither Party shall have any authority to bind or incur any obligation on behalf of the other.

All notices, consents, approvals and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by nationally recognized overnight courier, sent by registered or certified mail (return receipt requested) or sent by email with confirmation of receipt, to the respective addresses of the Parties set forth above or such other addresses as either Party may designate by written notice to the other.

Neither Party shall use the name, logo or trademarks of the other Party in any publicity, advertising, press release or similar communication without the prior written consent of such Party, provided that the Licensor may identify the Licensee as a customer in its customer lists and marketing materials.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Signatures transmitted by electronic means, including facsimile and scanned PDF, shall be deemed to be original signatures for all purposes.