In this Agreement, except where the context otherwise requires, the following capitalized terms shall have the meanings ascribed to them below.

"Affiliate" means, with respect to any entity, any other entity that directly or indirectly Controls, is Controlled by, or is under common Control with such entity, where "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise, with such Control being presumed where fifty percent (50%) or more of the voting equity interests are held.

"Authorized User" means any employee, contractor, consultant or agent of the Customer or its permitted Affiliates who has been duly authorized by the Customer to access and use the Service pursuant to the terms of this Agreement and for whom a user subscription has been procured in accordance with the applicable fee schedule set forth at [Fee Schedule / Order Details].

"Confidential Information" has the meaning ascribed to it in the section titled Confidentiality below, and shall encompass any and all non-public information, in whatever form or medium, disclosed by or on behalf of one Party to the other Party in connection with this Agreement.

"Customer Data" means any and all data, information, content, text, files, images, records, or other materials, in whatever form, that are submitted, uploaded, transmitted, processed, stored or otherwise made available to or through the Service by or on behalf of the Customer or any Authorized User.

"Documentation" means the user guides, technical specifications, operating manuals and other written materials, in electronic or printed form, made generally available by the Provider from time to time describing the functionality, features and proper operation of the Service.

"Intellectual Property Rights" means any and all intellectual property and proprietary rights of any kind or nature, whether registered or unregistered, arising under the laws of any jurisdiction, including without limitation patents, patent applications, copyrights, moral rights, trademarks, service marks, trade names, trade dress, trade secrets, know-how, database rights, domain names, software, and any and all applications, registrations, extensions, renewals and continuations thereof.

"Order Form" means the written or electronic ordering document, quotation, service order or online enrollment executed or accepted by both Parties and referencing this Agreement, which sets forth, inter alia, the subscription plan, number of Authorized Users, Subscription Term, Fees and any other commercial terms applicable to the Customer's subscription.

The headings of sections and subsections contained in this Agreement are inserted solely for convenience of reference and shall not be deemed to affect the meaning, construction or interpretation of any provision hereof. Words denoting the singular include the plural and vice versa, and words denoting any gender include all genders. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation."

In the event of any conflict or inconsistency between the body of this Agreement and any Order Form, the terms of the body of this Agreement shall prevail, except to the extent that such Order Form expressly identifies the specific provision of this Agreement that it is intended to modify and is duly executed by authorized representatives of both Parties.

Subject to the Customer's continuous compliance with the terms and conditions of this Agreement, including without limitation the timely payment of all Fees when due, the Provider hereby grants to the Customer, during the Subscription Term, a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the Service and the Documentation solely for the Customer's internal business operations and solely by the Authorized Users.

The right of access granted hereunder is strictly limited to the subscription plan, scope, functionality tier, number of Authorized Users and other usage parameters expressly set forth in the applicable Order Form, and any use exceeding such parameters shall constitute a material breach of this Agreement and shall entitle the Provider to invoice the Customer for such excess use at the Provider's then-current standard rates.

The Customer shall be solely and exclusively responsible for the acts, omissions, defaults and breaches of each of its Authorized Users as if the same were the acts, omissions, defaults or breaches of the Customer itself, and the Customer shall ensure that each Authorized User complies with all applicable terms of this Agreement and the Documentation.

Each Authorized User account shall be assigned to a single named individual, and account credentials shall not be shared, transferred, reassigned or made available to any other person except where an Authorized User is permanently replaced by another individual, in which event the account may be reassigned provided it is not used by more than one individual concurrently.

The Customer may permit its Affiliates to access and use the Service as Authorized Users, provided that (i) the Customer shall ensure that each such Affiliate complies with the terms of this Agreement, (ii) the Customer shall remain primarily liable for any act or omission of such Affiliate, and (iii) all orders, invoices and payments shall be processed through the Customer unless otherwise agreed in writing by the Provider.

The Provider reserves the right to modify, enhance, update, upgrade or otherwise alter the Service from time to time, provided that no such modification shall materially diminish the overall functionality of the Service during the then-current Subscription Term.

All rights not expressly granted to the Customer under this Agreement are reserved by the Provider and its licensors. No rights or licenses are granted by implication, estoppel, exhaustion or otherwise.

The Provider shall use commercially reasonable efforts to make the Service available with an uptime of ninety-nine and nine-tenths percent (99.9%) during each calendar month of the Subscription Term (the "Uptime Commitment"), measured on a twenty-four (24) hour per day, seven (7) day per week basis, exclusive of Excluded Downtime (as defined below).

For purposes of this Agreement, "Excluded Downtime" means any period during which the Service is unavailable due to (i) scheduled maintenance performed during a maintenance window notified in advance by the Provider; (ii) emergency maintenance reasonably necessary to protect the integrity, security or performance of the Service; (iii) any Force Majeure Event; (iv) acts or omissions of the Customer, any Authorized User, or any third party not under the direct control of the Provider; (v) failures, defects or malfunctions of the Customer's equipment, software, systems, network or internet connectivity; (vi) suspension of the Service in accordance with this Agreement; or (vii) third-party services, platforms, connectivity or infrastructure not provided by the Provider.

In the event that the Provider fails to meet the Uptime Commitment in any given calendar month, the Customer shall be entitled, as its sole and exclusive remedy and the Provider's sole and exclusive liability for such failure, to receive a service credit (a "Service Credit") calculated as follows: (i) for monthly uptime of less than 99.9% but equal to or greater than 99.0%, a credit equal to five percent (5%) of the monthly pro-rated portion of the Fees for the affected month; (ii) for monthly uptime of less than 99.0% but equal to or greater than 95.0%, a credit equal to ten percent (10%) of such amount; and (iii) for monthly uptime of less than 95.0%, a credit equal to fifteen percent (15%) of such amount.

In order to claim any Service Credit, the Customer must submit a written request to the Provider at [Support/Billing Contact] within thirty (30) days following the end of the calendar month in which the Uptime Commitment was not met, which request shall include sufficient detail to enable the Provider to verify the alleged downtime; failure to submit such request within such period shall constitute an irrevocable waiver of the Customer's right to receive such Service Credit.

Service Credits shall be applied solely against future Fees payable by the Customer under this Agreement, shall not be redeemable for cash or any other form of payment, shall not accrue interest, and shall not exceed, in the aggregate in any given calendar month, fifteen percent (15%) of the monthly pro-rated portion of the Fees for such month.

The Provider shall endeavor to perform all scheduled maintenance during off-peak hours and shall use reasonable efforts to provide the Customer with at least forty-eight (48) hours' prior notice of any planned maintenance that is reasonably expected to result in material unavailability of the Service.

Measurement of uptime shall be determined solely by reference to the Provider's monitoring systems and records, which shall be deemed conclusive absent manifest error.

The Customer shall not, and shall not permit any Authorized User or third party to, directly or indirectly: (i) copy, modify, translate, adapt, create derivative works of, or otherwise alter the Service or any component thereof; (ii) reverse engineer, decompile, disassemble or otherwise attempt to derive or gain access to the source code, underlying ideas, algorithms, file formats or non-public application programming interfaces of the Service, except to the extent such restriction is expressly prohibited by applicable law.

The Customer shall not sell, resell, rent, lease, sublicense, distribute, assign, transfer, grant any security interest in, or otherwise commercially exploit or make the Service available to any third party, nor use the Service to provide service bureau, hosting, consulting or outsourcing services to any third party.

The Customer shall not use the Service in any manner that (i) violates any applicable law, regulation or third-party right; (ii) infringes, misappropriates or otherwise violates any Intellectual Property Right or privacy right; (iii) is defamatory, obscene, harassing, threatening or otherwise objectionable; or (iv) transmits any viruses, worms, Trojan horses, time bombs, spyware or other malicious code or harmful computer programs.

The Customer shall not use the Service to (i) interfere with or disrupt the integrity, security or performance of the Service or the data contained therein; (ii) attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service; (iii) perform any load, penetration, vulnerability or benchmarking testing without the Provider's prior written consent; or (iv) build or facilitate the building of any competitive product or service.

The Customer shall use the Service only in accordance with the applicable usage parameters, volume limits, storage limits, transaction limits, user limits, bandwidth limits, API call limits and other technical limitations set forth in the applicable Order Form, the Documentation or as otherwise communicated by the Provider from time to time.

The Customer shall maintain the security and confidentiality of all account credentials, access tokens, passwords and authentication information associated with its subscription and any Authorized User account, and shall promptly notify the Provider of any unauthorized access or suspected security breach.

The Provider shall have the right to monitor the Customer's use of the Service for the purposes of verifying compliance with this section, improving the Service and generating aggregated and de-identified statistical and analytical data, and the Customer hereby consents to such monitoring.

In the event that the Customer exceeds the applicable usage parameters, the Provider may, at its option, (i) invoice the Customer for the excess usage at the Provider's then-current standard rates; (ii) require the Customer to upgrade its subscription plan; or (iii) throttle, restrict or suspend access to the Service in accordance with the suspension provisions of this Agreement.

This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial term of [Initial Term, e.g., twelve (12) months] commencing on the subscription start date set forth in the applicable Order Form (the "Initial Term"), unless earlier terminated in accordance with the terms hereof.

Upon expiration of the Initial Term, this Agreement and each subscription hereunder shall automatically renew for successive renewal periods of equal duration to the Initial Term (each, a "Renewal Term," and together with the Initial Term, the "Subscription Term"), unless either Party provides the other with written notice of non-renewal not less than [Notice Period, e.g., sixty (60)] days prior to the expiration of the then-current Subscription Term.

The Provider shall have the right to increase the Fees applicable to any Renewal Term by providing written notice to the Customer not less than [Fee Change Notice Period, e.g., forty-five (45)] days prior to the expiration of the then-current Subscription Term, and such increased Fees shall apply to the applicable Renewal Term, provided that if the Customer does not accept such increase it may elect not to renew by providing timely notice of non-renewal as set forth above.

In the absence of a Fee increase notice, the Fees applicable to any Renewal Term shall be the Provider's then-current standard list price for the applicable Service, or, at the Provider's discretion, the Fees payable during the immediately preceding Subscription Term adjusted to reflect reasonable inflationary or operational factors.

Any additional subscriptions, upgrades or expansions of scope ordered by the Customer during a Subscription Term shall be co-terminous with the then-current Subscription Term, with Fees pro-rated accordingly.

Downgrades of subscription plans or reductions in the number of Authorized Users shall not be permitted during a Subscription Term and shall take effect, if requested, only at the commencement of the next Renewal Term, subject to the applicable notice requirements.

Expiration or non-renewal of this Agreement shall not relieve the Customer of its obligation to pay all Fees accrued or payable prior to the effective date of such expiration or non-renewal.

As between the Parties, the Provider and its licensors retain all right, title and interest in and to the Service, the Documentation, the underlying software, platform, infrastructure, know-how, methodologies, templates, workflows, user interfaces, designs, and all improvements, modifications, enhancements, extensions and derivative works thereof, together with all Intellectual Property Rights therein and thereto.

The Customer shall retain all right, title and interest in and to the Customer Data, and the Customer hereby grants to the Provider a non-exclusive, worldwide, royalty-free, fully paid-up right and license to host, store, process, transmit, display and use the Customer Data solely for the purposes of providing, maintaining, supporting and improving the Service, enforcing this Agreement, and complying with applicable law.

The Customer hereby irrevocably assigns to the Provider all right, title and interest in and to any and all suggestions, feedback, recommendations, enhancement requests, ideas or other information provided by the Customer or any Authorized User relating to the Service ("Feedback"), and the Provider shall be free to use, modify, exploit and incorporate such Feedback into the Service or any other product or service without any obligation of attribution, compensation or accounting to the Customer.

The Provider may collect, use and disclose aggregated, anonymized or de-identified data derived from the operation of the Service, including data derived from the Customer Data, provided that such data does not identify the Customer, any Authorized User or any identifiable individual, and such aggregated data shall be the sole property of the Provider.

The Customer shall not remove, alter, obscure or deface any proprietary notices, trademarks, service marks, copyright notices or other marks of ownership appearing on or in the Service, the Documentation or any output thereof.

The Provider's name, logos, product names and other trademarks shall not be used by the Customer in any press release, marketing material, publication, website, or other public communication without the Provider's prior written consent, except that the Provider may identify the Customer as a customer of the Service in the Provider's marketing materials, customer lists and website.

Nothing in this Agreement shall be construed to transfer or assign any Intellectual Property Rights of the Provider to the Customer, and the Customer shall not take any action inconsistent with the Provider's ownership of such rights.

In consideration of the access and rights granted hereunder, the Customer shall pay to the Provider the subscription fees set forth in the applicable Order Form (the "Fees"), which Fees shall be structured as a flat periodic subscription fee in the amount of [Amount] [Currency] per Subscription Term.

All Fees shall be invoiced annually in advance, with the first invoice being issued on or about the subscription start date and each subsequent invoice being issued on or about the anniversary thereof during the Subscription Term.

The Customer shall pay each undisputed invoice in full, in immediately available funds and without any set-off, counterclaim, deduction or withholding of any kind, within [Payment Term, e.g., thirty (30)] days following the date of such invoice, to the account designated by the Provider in writing.

All Fees are stated and payable in [Currency] and are exclusive of all applicable taxes, levies, duties, tariffs, assessments and governmental charges of any kind (including without limitation value added tax, goods and services tax, sales tax, use tax and withholding tax), excluding only taxes imposed on the Provider's net income, and the Customer shall be solely responsible for the payment of all such taxes.

Any amount not paid when due shall accrue interest from the due date until the date of actual payment at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, together with all reasonable costs of collection (including reasonable attorneys' fees).

If any invoiced amount is not received by the Provider by the due date, then, without limiting the Provider's other rights or remedies, the Provider may (i) suspend the Customer's access to the Service upon not less than ten (10) days' prior written notice, and/or (ii) condition future subscription renewals and Order Forms on payment terms shorter than those specified herein.

If the Customer, acting in good faith, disputes any portion of an invoice, the Customer shall pay the undisputed portion when due and shall notify the Provider in writing of the disputed portion within fifteen (15) days following receipt of such invoice, specifying in reasonable detail the basis of the dispute; failure to so notify the Provider shall constitute a waiver of all claims with respect to such invoice.

All Fees paid are non-refundable, and no partial Subscription Term shall entitle the Customer to any refund or credit, except as expressly provided in this Agreement.

For purposes of this Agreement, "Confidential Information" means any and all information, in whatever form or medium (whether oral, written, electronic, visual or otherwise), disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of its disclosure, including without limitation business plans, financial information, customer and supplier lists, technical information, source code, product designs, pricing, and the terms of this Agreement.

The Confidential Information of the Provider shall include, without limitation, the Service, the Documentation, the underlying technology, pricing and any performance or benchmarking information relating to the Service, and the Confidential Information of the Customer shall include, without limitation, the Customer Data.

The Receiving Party shall (i) hold the Disclosing Party's Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses to protect its own confidential information of like importance (but in no event less than a reasonable degree of care); (ii) use the Disclosing Party's Confidential Information solely for the purposes of performing its obligations and exercising its rights under this Agreement; and (iii) not disclose such Confidential Information to any third party except to its employees, officers, directors, Affiliates, agents, contractors and professional advisors who have a bona fide need to know such information and who are bound by confidentiality obligations no less restrictive than those set forth herein.

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

In the event that the Receiving Party is required by law, regulation, court order or governmental authority to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice and reasonable cooperation (at the Disclosing Party's expense) to enable the Disclosing Party to seek a protective order or other appropriate remedy, and shall disclose only that portion of the Confidential Information that it is legally compelled to disclose.

Upon the earlier of (i) the written request of the Disclosing Party, or (ii) the expiration or termination of this Agreement, 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 to such return or destruction; provided, however, that the Receiving Party may retain Confidential Information in accordance with its standard archival and back-up procedures or as required by applicable law, subject to continuing obligations of confidentiality.

The confidentiality obligations set forth in this section shall survive the expiration or termination of this Agreement for a period of five (5) years, except with respect to Confidential Information constituting a trade secret, which shall remain confidential for so long as such information retains its character as a trade secret under applicable law.

The Receiving Party acknowledges that any breach of this section may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek injunctive and other equitable relief, in addition to any other remedies available at law or in equity, without the need to post bond or prove actual damages.

During the Subscription Term, the Provider shall provide the Customer with standard technical support services for the Service in accordance with the Provider's then-current support policy and procedures, as communicated to the Customer from time to time.

Technical support shall be available during the Provider's standard business hours of [Business Hours] on business days, excluding weekends and recognized public holidays in [Country/Jurisdiction], and shall be provided via the support channels designated by the Provider, including [email/portal/telephone] at [Support Contact].

The Customer shall designate up to [Number] authorized technical contacts who shall be responsible for submitting support requests, and the Provider shall have no obligation to accept support requests from any individual who is not a designated technical contact.

Support requests shall be classified by severity level in accordance with the Provider's then-current severity classification scheme, and the Provider shall use commercially reasonable efforts to acknowledge and respond to support requests within the target response times set forth in such scheme, which times are targets only and not guarantees.

The Provider's support obligations shall not include (i) training services; (ii) data recovery services; (iii) support for any third-party software, hardware, integrations or services; (iv) support for any issues caused by misuse, improper use, unauthorized modification or use of the Service other than in accordance with the Documentation; or (v) on-site support, each of which may be provided, if at all, as a separately chargeable professional service.

The Provider shall, from time to time and in its sole discretion, deploy updates, upgrades, bug fixes, patches and new releases to the Service, which shall be made available to the Customer at no additional charge as part of the Customer's subscription, provided that the Provider shall have no obligation to develop or deploy any specific update or functionality.

The Provider shall perform scheduled maintenance on the Service in accordance with its standard maintenance schedule, and shall endeavor to minimize any disruption to the availability of the Service during such maintenance windows.

The Customer shall provide the Provider with such information, access and cooperation as the Provider may reasonably require in order to diagnose, reproduce and resolve any issue reported by the Customer, and the Provider's support obligations shall be excused to the extent the Customer fails to provide such cooperation.

As between the Parties, the Customer is and shall remain the sole owner of all Customer Data, and the Customer represents and warrants that it has all necessary rights, consents, licenses, authorizations and permissions to submit the Customer Data to the Service and to grant the rights and licenses contemplated by this Agreement.

The Customer shall be solely responsible for the accuracy, quality, legality, reliability, integrity and appropriateness of all Customer Data, and the Provider shall have no obligation to verify, monitor, review or correct any Customer Data.

The Provider shall implement and maintain commercially reasonable administrative, physical and technical safeguards designed to protect the security, confidentiality and integrity of the Customer Data, taking into account the nature of the Customer Data and the risks presented by its processing.

To the extent that the Provider processes any personal data on behalf of the Customer in connection with the Service, the Parties shall comply with the applicable data protection laws of [Country/Jurisdiction], and shall, where required by law, enter into a separate data processing agreement setting forth the respective rights and obligations of the Parties with respect to such processing.

The Customer shall be solely responsible for determining the lawfulness of its processing of personal data through the Service, for providing all required notices to and obtaining all required consents from data subjects, and for responding to requests from data subjects and regulatory authorities.

The Provider shall notify the Customer without undue delay upon becoming aware of any confirmed unauthorized access to, acquisition of, or disclosure of Customer Data constituting personal data in the Provider's possession, and shall provide reasonable cooperation and information to assist the Customer in meeting its obligations under applicable data protection laws.

The Customer acknowledges that the Service may involve the storage and processing of Customer Data in geographic locations outside of the Customer's country of operation, and the Customer hereby consents to such storage and processing, subject to the Provider's compliance with applicable law.

Upon termination or expiration of this Agreement, the Provider shall, upon the written request of the Customer made within thirty (30) days following the effective date of such termination or expiration, make Customer Data available to the Customer for export in a commercially reasonable format, after which period the Provider shall have no obligation to retain Customer Data and may delete it in accordance with its standard practices.

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 the jurisdiction of its organization; (ii) it has the full right, power and authority to enter into and perform its obligations under this Agreement; (iii) the execution and delivery of this Agreement have been duly authorized by all necessary corporate action; and (iv) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Each Party represents and warrants that its performance of this Agreement shall not conflict with or constitute a breach of any other agreement, obligation or duty by which it is bound.

The Provider warrants that during the Subscription Term the Service shall perform substantially in accordance with the Documentation under normal use and circumstances, provided that this warranty shall not apply to any non-conformity resulting from (i) use of the Service other than in accordance with the Documentation or this Agreement; (ii) modification of the Service by any person other than the Provider or its authorized representatives; (iii) combination of the Service with any software, hardware or service not supplied or approved by the Provider; or (iv) any Customer Data or third-party content.

As the Customer's sole and exclusive remedy, and the Provider's entire liability, for any breach of the warranty set forth in the immediately preceding clause, the Provider shall use commercially reasonable efforts to correct the non-conforming portion of the Service, and if the Provider is unable to do so within a reasonable period of time, the Customer may terminate the affected subscription and shall be entitled to a pro-rata refund of any pre-paid Fees for the unused portion of the then-current Subscription Term.

The Customer represents and warrants that (i) it shall use the Service in compliance with all applicable laws, rules and regulations; (ii) it has obtained and shall maintain all rights, consents, licenses, authorizations and permissions necessary for the submission and processing of the Customer Data through the Service; and (iii) its Customer Data does not and shall not infringe, misappropriate or otherwise violate any Intellectual Property Right, privacy right or other right of any third party.

The warranties set forth in this section are made solely to the Parties to this Agreement and may not be relied upon by any third party, and no claim for breach of any warranty may be brought more than six (6) months after the Party asserting such claim became aware or reasonably should have become aware of the facts giving rise to such claim.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE SECTION TITLED REPRESENTATIONS AND WARRANTIES, THE SERVICE, THE DOCUMENTATION AND ALL RELATED MATERIALS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, AND THE PROVIDER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUSES.

THE PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE FROM HARMFUL COMPONENTS, OR THAT THE SERVICE WILL MEET THE CUSTOMER'S REQUIREMENTS, EXPECTATIONS OR BUSINESS NEEDS, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

THE PROVIDER MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE, OR THAT THE SERVICE WILL COMPLY WITH ANY LAWS, REGULATIONS OR STANDARDS SPECIFIC TO THE CUSTOMER'S INDUSTRY, BUSINESS OR JURISDICTION.

THE PROVIDER SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY PRODUCTS, SERVICES, APPLICATIONS, PLATFORMS, LINKS, CONTENT OR INTEGRATIONS THAT MAY BE ACCESSED, USED OR INTEGRATED WITH THE SERVICE, WHETHER OR NOT SUCH THIRD-PARTY ITEMS ARE DESIGNATED BY THE PROVIDER AS COMPATIBLE OR OTHERWISE.

ANY STATEMENTS, OPINIONS, RECOMMENDATIONS OR OTHER COMMUNICATIONS MADE BY THE PROVIDER OR ITS REPRESENTATIVES OUTSIDE OF THIS AGREEMENT SHALL NOT CONSTITUTE OR BE DEEMED TO CONSTITUTE A WARRANTY OF ANY KIND, AND THE CUSTOMER SHALL HAVE NO RIGHT TO RELY ON ANY SUCH COMMUNICATIONS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DISCLAIMERS SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST GOODWILL, LOST DATA, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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

THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND SHALL CONSTITUTE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH NEITHER PARTY WOULD HAVE ENTERED INTO THIS AGREEMENT ON THE TERMS CONTAINED HEREIN.

THE FOREGOING LIMITATIONS AND EXCLUSIONS SHALL NOT APPLY TO (I) THE CUSTOMER'S OBLIGATION TO PAY FEES WHEN DUE; (II) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS SET FORTH IN THE SECTION TITLED INDEMNIFICATION; (III) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS (OTHER THAN WITH RESPECT TO CUSTOMER DATA, WHICH IS SUBJECT TO THE CAP SET FORTH ABOVE); (IV) THE CUSTOMER'S VIOLATION OF THE PROVIDER'S INTELLECTUAL PROPERTY RIGHTS OR OF THE USAGE RESTRICTIONS SET FORTH HEREIN; OR (V) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

MULTIPLE CLAIMS SHALL NOT ENLARGE THE LIMITATION ON THE AMOUNT OF LIABILITY SET FORTH IN THIS SECTION, AND SERVICE CREDITS SHALL NOT BE DEEMED TO BE DAMAGES AND SHALL NOT COUNT TOWARD THE LIABILITY CAP.

EACH PARTY ACKNOWLEDGES THAT THE FEES PAYABLE UNDER THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH HEREIN AND THAT THE PROVIDER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH ALLOCATION OF RISK.

The Provider shall defend, or at its option settle, any third-party claim, suit, action or proceeding (a "Claim") brought against the Customer alleging that the Customer's use of the Service in accordance with this Agreement directly infringes any Intellectual Property Right of a third party, and shall indemnify and hold the Customer harmless from any damages, costs and reasonable attorneys' fees finally awarded against the Customer or paid in settlement in connection with such Claim.

The foregoing obligation shall not apply to any Claim arising out of or in connection with (i) any modification of the Service by any person other than the Provider; (ii) any combination of the Service with any product, software, data or service not supplied or approved by the Provider; (iii) any use of the Service in a manner not authorized by this Agreement or the Documentation; (iv) any Customer Data or third-party content; or (v) the Customer's continued use of the Service after being notified of an alleged infringement or being provided with a modification that would have avoided the alleged infringement.

If the Service becomes, or in the Provider's reasonable opinion is likely to become, the subject of an infringement Claim, the Provider may, at its option and expense, (i) procure for the Customer the right to continue using the Service; (ii) modify or replace the Service so that it becomes non-infringing while providing substantially equivalent functionality; or (iii) if neither of the foregoing options is reasonably available, terminate the Customer's subscription and refund any pre-paid Fees for the unused portion of the then-current Subscription Term. The foregoing shall constitute the Provider's sole and entire liability, and the Customer's sole and exclusive remedy, with respect to any Claim of infringement.

The Customer shall defend, indemnify and hold harmless the Provider, its Affiliates, and their respective officers, directors, employees, agents, suppliers and licensors from and against any and all Claims, damages, losses, liabilities, judgments, settlements, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the Customer Data, including any claim that the Customer Data infringes, misappropriates or violates any Intellectual Property Right, privacy right or other right of any third party, or violates any applicable law; (ii) the Customer's or any Authorized User's use of the Service in violation of this Agreement, the Documentation or any applicable law; (iii) the Customer's breach of any representation, warranty or covenant hereunder; and (iv) any dispute between the Customer and any Authorized User or any third party.

The indemnification obligations set forth in this section are conditioned upon (i) the indemnified Party promptly notifying the indemnifying Party in writing of the Claim (provided that failure to so notify shall not relieve the indemnifying Party of its obligations except to the extent prejudiced thereby); (ii) the indemnifying Party having sole control over the defense and settlement of the Claim, provided that no settlement imposing any non-monetary obligation or admission of liability on the indemnified Party shall be entered into without the indemnified Party's prior written consent (not to be unreasonably withheld); and (iii) the indemnified Party providing, at the indemnifying Party's expense, all reasonable cooperation requested in connection with the defense of the Claim.

The indemnification obligations set forth in this section state the entire liability of the indemnifying Party, and the sole and exclusive remedy of the indemnified Party, with respect to any Claim covered hereby.

The Provider may, at any time and in its sole discretion, immediately suspend the Customer's and any Authorized User's access to the Service, in whole or in part, upon written notice (which may be given by email) if (i) the Customer fails to pay any undisputed Fees when due and such failure continues for more than ten (10) days following the due date; (ii) the Customer or any Authorized User materially breaches any provision of this Agreement, including without limitation the Usage Limits and Restrictions; (iii) the Provider reasonably determines that continued provision of the Service poses a security risk, legal risk or operational risk to the Provider, the Service or any third party; or (iv) required to do so by applicable law or governmental authority.

Any suspension pursuant to the foregoing shall not relieve the Customer of its payment obligations under this Agreement, and the Provider shall have no liability to the Customer or any third party for any such suspension.

Either Party may terminate this Agreement, in whole or in part, for cause upon written notice to the other Party if the other Party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach in reasonable detail; provided that such cure period shall not apply to breaches that are, by their nature, incapable of cure.

Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party (i) becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy or has an involuntary petition filed against it that is not dismissed within sixty (60) days, is adjudicated bankrupt or insolvent, or has a receiver, trustee or liquidator appointed for all or a substantial portion of its assets; or (ii) ceases to carry on business in the ordinary course.

The Provider may terminate this Agreement immediately upon written notice to the Customer if the Customer breaches any provision of the sections titled Grant of Access and Subscription Rights, Usage Limits and Restrictions, Intellectual Property Rights or Confidentiality.

The Provider may terminate this Agreement or any Order Form for convenience upon not less than [Notice Period, e.g., ninety (90)] days' prior written notice to the Customer.

Termination of this Agreement for any reason shall not release either Party from any liability or obligation accrued prior to the effective date of such termination.

Upon the expiration or termination of this Agreement for any reason, (i) all rights and licenses granted to the Customer hereunder shall immediately terminate; (ii) the Customer shall immediately cease all access to and use of the Service and the Documentation; (iii) the Provider may disable all Customer and Authorized User accounts; and (iv) each Party shall return or destroy all Confidential Information of the other Party in accordance with the Confidentiality section.

All Fees that have accrued or become due and payable prior to the effective date of expiration or termination shall remain due and payable, and the Customer shall promptly pay all such Fees. In the event of termination by the Provider for cause or by the Customer for convenience, all Fees for the remainder of the then-current Subscription Term shall become immediately due and payable.

Except in the case of termination by the Customer for the Provider's uncured material breach, no refund of any pre-paid Fees shall be due to the Customer upon expiration or termination of this Agreement.

The Provider shall, upon the written request of the Customer made within thirty (30) days following the effective date of expiration or termination, make Customer Data available to the Customer for export in a commercially reasonable format, after which period the Provider shall have no obligation to retain Customer Data and may delete it from its production systems in accordance with its standard practices, subject to backup and archival retention periods and any legal retention obligations.

The following provisions shall survive the expiration or termination of this Agreement: Definitions and Interpretation; Intellectual Property Rights; Fees, Invoicing and Payment Terms (with respect to accrued amounts); Confidentiality; Customer Data and Data Processing (with respect to post-termination obligations); Representations and Warranties; Disclaimers; Limitation of Liability; Indemnification; Effects of Termination; Governing Law and Dispute Resolution; and Miscellaneous Provisions, together with any other provisions that by their nature are intended to survive.

The exercise by either Party of any right of termination hereunder shall be without prejudice to any other right or remedy to which such Party may be entitled at law, in equity or under this Agreement.

This Agreement, and any dispute, claim or controversy arising out of or in connection with this Agreement or the subject matter hereof (whether in contract, tort or otherwise), shall be governed by, and construed and enforced in accordance with, the laws of [Country/Jurisdiction], without regard to its conflict of laws principles.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

The Parties shall attempt in good faith to resolve any dispute, claim or controversy arising out of or in connection with this Agreement through amicable negotiations between senior representatives of each Party, which representatives shall meet (in person, by telephone or by video conference) within thirty (30) days following written notice of the dispute from one Party to the other.

If the dispute is not resolved through such negotiations within sixty (60) days following the initial notice, the dispute shall be finally resolved by [binding arbitration under the rules of [Arbitral Institution] / the exclusive jurisdiction of the courts of [City, Country/Jurisdiction]], and the Parties hereby irrevocably submit to such jurisdiction and waive any objection based on inconvenient forum or otherwise.

Notwithstanding the foregoing, either Party may at any time seek injunctive, equitable or other provisional relief in any court of competent jurisdiction to prevent or restrain any actual or threatened breach of its Intellectual Property Rights, confidentiality obligations or other rights for which monetary damages would be inadequate.

The language of this Agreement, and of any arbitration or other dispute resolution proceeding hereunder, shall be English, and any translation of this Agreement shall be for convenience only and shall not affect the interpretation hereof.

In any proceeding arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, expert witness fees and other costs of such proceeding from the non-prevailing Party.

This Agreement, together with any Order Form executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, negotiations and understandings, whether written or oral, relating to such subject matter. Any pre-printed terms on any purchase order or similar document issued by the Customer shall be of no force or effect, notwithstanding any acceptance of such document by the Provider.

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both Parties. No waiver of any breach or default hereunder shall be deemed to be a waiver of any subsequent breach or default.

The Customer shall not assign, transfer, delegate or otherwise dispose of this Agreement or any of its rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of the Provider, and any purported assignment in violation of this provision shall be null and void. The Provider may freely assign or transfer this Agreement, in whole or in part, including without limitation in connection with any merger, acquisition, reorganization or sale of all or substantially all of its assets or business to which this Agreement relates. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, embargoes, strikes, labor disputes, pandemics, epidemics, governmental actions, failures of third-party telecommunications or utilities, or internet or network outages (a "Force Majeure Event"), provided that the affected Party gives prompt notice to the other Party and uses commercially reasonable efforts to mitigate the effects of such Force Majeure Event.

All notices, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier, by registered or certified mail (return receipt requested), or by email (with confirmation of receipt), addressed to the Parties at the addresses set forth above or at such other address as a Party may designate in writing from time to time. Notices shall be deemed given upon receipt.

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

If any provision of this Agreement is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal and enforceable, or if it cannot be so modified, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

This Agreement is entered into solely for the benefit of the Parties and shall not create or confer any rights or benefits on any third party.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including by email in PDF format or by electronic signature platform) shall be deemed to have the same legal effect as original signatures.