In this Agreement, unless the context otherwise requires, the following 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 ownership of, or the power to vote, more than fifty percent (50%) of the voting equity interests of such entity, or the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract, or otherwise.

"Authorized User" means any employee, contractor, agent, or other individual who is authorized by the Customer to access and use the Service on the Customer's behalf and in furtherance of the Customer's internal business operations, and for whom a subscription has been purchased pursuant to this Agreement.

"Customer Data" means all data, content, information, materials, files, text, images, and other works of authorship that are uploaded, submitted, transmitted, or otherwise provided to the Service by or on behalf of the Customer or any Authorized User, including without limitation any output generated by the Service specifically from such data.

"Documentation" means the user guides, technical specifications, operating manuals, and other written or electronic materials made generally available by the Provider that describe the functionality, features, and proper use of the Service, as such materials may be updated by the Provider from time to time.

"Order Form" means a written or electronic ordering document executed by both Parties that references this Agreement and sets forth the specific subscription plan, number of Authorized Users, fees, Subscription Term, and other commercial terms applicable to the Customer's subscription.

"Subscription Term" means the initial term of the Customer's subscription to the Service as specified in Section 14, together with any renewal terms thereof.

Headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation 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."

Subject to the terms and conditions of this Agreement, including the Customer's timely payment of all applicable fees, the Provider hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service, and to permit its Authorized Users to access and use the Service, solely for the Customer's internal business operations and in accordance with the Documentation.

The Customer shall be responsible for the acts and omissions of its Authorized Users as if such acts and omissions were those of the Customer, and shall ensure that each Authorized User is bound by obligations of use, confidentiality, and conduct no less protective of the Provider than those set forth in this Agreement.

Access to the Service shall be effected by means of unique account credentials issued to each Authorized User. The Customer shall, and shall cause each Authorized User to, maintain the confidentiality of all account credentials, and the Customer shall be solely responsible for any activity occurring under its accounts, whether or not authorized.

The Customer may increase or decrease the number of Authorized User subscriptions in accordance with the procedures made available by the Provider from time to time, with corresponding adjustments to fees as provided in Section 5. Any reduction in subscriptions shall take effect only at the commencement of the next billing cycle unless otherwise agreed in writing.

The Provider reserves the right to modify, enhance, or update the Service from time to time, provided that no such modification shall materially diminish the core functionality of the Service during the then-current Subscription Term. Material changes shall be communicated to the Customer with reasonable prior notice where feasible.

The Service is provided as a hosted, multi-tenant offering, and the Customer acknowledges that no copy of the Service software is being delivered to the Customer and that the Customer obtains no right, title, or interest in or to the Service other than the limited access rights expressly set forth herein.

The Provider shall provide reasonable implementation and onboarding assistance to enable the Customer to configure and begin using the Service, including initial account provisioning, standard configuration guidance, and access to the Documentation. The scope, duration, and any fees for implementation services beyond the Provider's standard onboarding shall be set forth in a written statement signed by both Parties.

The Provider shall provide technical support services to the Customer during the Subscription Term in accordance with the Provider's then-current standard support policies, including the provision of a designated support channel accessible via [support email/portal] during the Provider's standard business hours of [support hours] on Business Days.

Support requests shall be classified by severity in accordance with the Provider's standard severity matrix, with the Provider using commercially reasonable efforts to acknowledge and respond to such requests within target response times corresponding to each severity level, as published in the Documentation and updated by the Provider from time to time.

The Provider shall make available, at no additional charge, routine upgrades, bug fixes, patches, and enhancements that the Provider generally makes available to its subscribers of comparable subscription tiers. Separately priced optional modules, add-on features, or professional services may be offered under separate terms.

The Customer shall provide the Provider with such cooperation, information, access, and assistance as may be reasonably necessary for the Provider to perform its implementation and support obligations, including timely designation of a technical point of contact and provision of accurate configuration information.

Training services, custom development, data migration, and other professional services not expressly included in the Customer's subscription may be provided by the Provider at the Provider's then-current rates, pursuant to a separate written engagement executed by both Parties.

The Customer acknowledges that the quality and timeliness of support services may be adversely affected by the Customer's failure to use the Service in accordance with the Documentation, by modifications to the Customer's systems, or by circumstances beyond the Provider's reasonable control.

The Provider shall use commercially reasonable efforts to make the Service available with a monthly uptime percentage of at least ninety-nine and one-half percent (99.5%) during each calendar month of the Subscription Term (the "Uptime Commitment"), measured in accordance with the methodology set forth in this Section.

"Monthly Uptime Percentage" shall be calculated as the total number of minutes in the applicable calendar month, less the number of minutes of Unavailability during such month, divided by the total number of minutes in such month, expressed as a percentage. "Unavailability" means any period during which the Service is not accessible or materially fails to perform its core functions, excluding Scheduled Maintenance and Excluded Events.

"Scheduled Maintenance" means planned maintenance windows for which the Provider provides at least forty-eight (48) hours' prior notice to the Customer, provided that the Provider shall use reasonable efforts to schedule such maintenance during off-peak hours. "Excluded Events" means Unavailability resulting from (i) force majeure events, (ii) acts or omissions of the Customer or its Authorized Users, (iii) third-party services, equipment, software, or networks not under the Provider's control, (iv) suspension of the Service in accordance with this Agreement, or (v) beta or trial features.

If the Monthly Uptime Percentage falls below the Uptime Commitment in any given calendar month, the Customer shall be entitled, as its sole and exclusive remedy, to a service credit calculated as a percentage of the monthly fees paid for the affected Service for such month, in accordance with the following schedule: (i) 5% credit for uptime of at least 99.0% but less than 99.5%; (ii) 10% credit for uptime of at least 98.0% but less than 99.0%; and (iii) 25% credit for uptime below 98.0%.

To receive a service credit, the Customer must submit a written claim to the Provider within thirty (30) days following the end of the calendar month in which the Unavailability occurred, specifying the dates and times of Unavailability and sufficient supporting information to permit verification. Failure to submit a timely claim shall constitute a waiver of the right to receive a service credit for such month.

Service credits approved by the Provider shall be applied against future invoices for subscription fees and shall not be refundable in cash. In no event shall the aggregate service credits awarded in any calendar month exceed one hundred percent (100%) of the subscription fees paid by the Customer for the affected Service for such month.

The remedies set forth in this Section 4 shall constitute the Customer's sole and exclusive remedy, and the Provider's sole liability, for any failure to meet the Uptime Commitment, except in the case of material and persistent breach entitling the Customer to terminate for cause pursuant to Section 14.

The Customer shall pay to the Provider all fees set forth in the applicable Order Form or otherwise agreed by the Parties in writing (the "Fees"). Unless otherwise expressly stated, all Fees are quoted and payable in United States dollars.

Subscription Fees shall be billed monthly in advance. The Provider shall issue an invoice at or prior to the commencement of each monthly billing cycle, and all invoiced amounts shall be due and payable within thirty (30) days after the invoice date, except as otherwise set forth in the applicable Order Form.

Fees for additional Authorized Users or subscription tier upgrades added during a billing cycle shall be prorated for the remainder of the then-current billing cycle and billed on the next invoice. Reductions in subscriptions shall take effect at the commencement of the next billing cycle and shall not entitle the Customer to any refund or credit for the then-current cycle.

Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the date due until the date paid in full. The Customer shall reimburse the Provider for all reasonable costs of collection, including reasonable attorneys' fees, incurred by the Provider in collecting overdue amounts.

If any undisputed invoiced amount remains unpaid for more than fifteen (15) days after the Customer's receipt of written notice of nonpayment, the Provider may, in addition to any other remedies available at law or in equity, suspend the Customer's access to the Service until such amounts are paid in full. The Customer may withhold payment of any amount it reasonably and in good faith disputes, provided it gives written notice of the dispute within fifteen (15) days of the invoice date and pays all undisputed amounts in a timely manner.

All Fees are exclusive of all taxes, levies, duties, and similar governmental assessments, including sales, use, value-added, excise, and withholding taxes, other than taxes based upon the Provider's net income. The Customer shall be responsible for payment of all such taxes associated with its subscription, and shall indemnify the Provider for any such taxes assessed against the Provider.

The Provider may increase Fees upon any renewal of the Subscription Term by providing written notice to the Customer at least sixty (60) days prior to the end of the then-current term. Absent such notice, the Fees for the renewal term shall remain the same as those applicable during the immediately preceding term.

As between the Parties, the Customer retains all right, title, and interest in and to the Customer Data, including all intellectual property rights therein. No ownership rights in Customer Data are transferred to the Provider by virtue of this Agreement.

The Customer hereby grants to the Provider a limited, non-exclusive, worldwide, royalty-free license to access, use, process, host, store, transmit, display, and reproduce Customer Data solely to the extent necessary to provide, maintain, support, and improve the Service for the Customer, to prevent or address technical or security issues, and to comply with the Customer's instructions and applicable law.

The Provider shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, which safeguards shall be no less rigorous than generally accepted industry standards for cloud service providers of comparable services.

The Provider may generate and use aggregated, anonymized, and de-identified data derived from the operation of the Service, including from Customer Data, for purposes such as improving the Service, developing new features, and generating industry benchmarks, provided that such data does not identify the Customer, any Authorized User, or any individual, and is not made available to third parties in a manner that could reasonably permit identification of the Customer.

In the event the Provider becomes aware of any confirmed unauthorized acquisition of or access to Customer Data in the Provider's possession or control (a "Security Incident"), the Provider shall promptly notify the Customer, investigate the Security Incident, take reasonable steps to mitigate its effects, and cooperate reasonably with the Customer in connection with the Customer's response obligations under applicable law.

The Customer represents and warrants that it has all rights, consents, and authorizations necessary to provide Customer Data to the Provider and to permit the Provider's use of Customer Data as contemplated herein, and that the Customer Data does not infringe or violate the rights of any third party or any applicable law.

If the Customer intends to transmit any personal information, protected health information, cardholder data, or other data subject to specific regulatory regimes through the Service, the Parties shall execute such additional agreements (including a data processing addendum or business associate agreement) as may be reasonably required to address the Parties' respective obligations under applicable law.

The Customer shall not, and shall not permit any Authorized User or third party to: (i) sell, resell, license, sublicense, distribute, rent, or lease the Service, or include the Service in a service bureau or outsourcing offering; (ii) use the Service to store or transmit infringing, libelous, unlawful, or tortious material, or material in violation of third-party privacy rights; (iii) use the Service to store or transmit malicious code; or (iv) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein.

The Customer shall not attempt to gain unauthorized access to the Service or its related systems or networks, nor permit direct or indirect access to the Service by any person other than Authorized Users.

The Customer shall not copy, modify, translate, or create derivative works based on the Service or Documentation, nor reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service, except to the extent such restriction is expressly prohibited by applicable law.

The Customer shall not frame or mirror any part of the Service, nor remove, obscure, or alter any proprietary notices, labels, trademarks, or marks of ownership appearing in or on the Service or Documentation.

The Customer shall not use the Service for benchmarking or competitive analysis purposes, nor for the purpose of developing, marketing, selling, or distributing any product or service that competes with the Service.

The Customer shall comply with all applicable laws, rules, and regulations in its use of the Service, including without limitation export control, trade sanctions, anti-corruption, data protection, and privacy laws.

The Provider reserves the right, upon prior written notice to the Customer where reasonably practicable, to suspend access to the Service in the event of a material breach of this Section 7 or where continued access poses a security risk, legal risk, or risk of material harm to the Provider or any third party. The Provider shall restore access promptly upon cure of the condition giving rise to the suspension.

As between the Parties, the Provider shall own and retain all right, title, and interest in and to the Service, the Documentation, and all software, technology, methodologies, know-how, templates, interfaces, visual designs, and other materials used or made available by the Provider in connection with the Service, together with all modifications, improvements, enhancements, and derivative works thereof, and all intellectual property rights therein.

The Customer retains all right, title, and interest in and to Customer Data as set forth in Section 6, and nothing in this Agreement shall be construed as a transfer or assignment of any Customer intellectual property to the Provider other than the limited license expressly granted herein.

If the Customer or any Authorized User provides any suggestions, enhancement requests, recommendations, comments, or other feedback regarding the Service (collectively, "Feedback"), the Customer hereby grants to the Provider a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and otherwise exploit such Feedback for any purpose, without any obligation or compensation to the Customer.

The Provider's trademarks, service marks, trade names, logos, and other brand elements (collectively, "Provider Marks") are the sole property of the Provider, and the Customer shall acquire no rights in or to the Provider Marks by virtue of this Agreement, except that during the Subscription Term the Customer may identify itself as a customer of the Provider in a factual manner.

The Provider shall have the right to list the Customer's name and logo in the Provider's customer lists and marketing materials, subject to the Customer's reasonable brand guidelines provided in writing, unless the Customer opts out by written notice to the Provider.

No implied licenses are granted under this Agreement, and all rights not expressly granted to a Party herein are reserved by the other Party.

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, or in any other form, 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 the terms of this Agreement, business plans, product roadmaps, pricing, technical information, Customer Data, and the Service.

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

The obligations set forth in this Section 9 shall not apply to information that the Receiving Party can demonstrate (i) is or becomes publicly known through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party without any confidentiality obligation; (iii) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure; or (iv) is independently developed by the Receiving Party without reference to or use of the Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or valid order of a court or governmental authority, provided that the Receiving Party gives the Disclosing Party, where legally permissible, prompt written notice of such requirement and reasonable cooperation in seeking a protective order or other appropriate remedy.

Upon termination or expiration of this Agreement, or upon the Disclosing Party's earlier written request, the Receiving Party shall, at the Disclosing Party's option, return or destroy all Confidential Information of the Disclosing Party in its possession or control, except as otherwise required by law or as retained in routine backup systems subject to continuing confidentiality obligations.

The confidentiality obligations set forth in this Section 9 shall survive termination or expiration of this Agreement for a period of five (5) years thereafter, provided that Confidential Information constituting a trade secret shall be protected for as long as such information retains its trade secret status under applicable law.

The Parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek equitable relief, including injunction, in addition to all other remedies available at law or in equity.

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 formation; (ii) it has full right, power, and authority to enter into and perform its obligations under this Agreement; (iii) the execution of this Agreement by its representative has been duly authorized by all necessary corporate action; and (iv) this Agreement, when executed and delivered, will constitute a legal, valid, and binding obligation enforceable against it in accordance with its terms.

Each Party further represents and warrants that its performance under this Agreement will not conflict with, breach, or constitute a default under any other agreement, obligation, or restriction to which it is subject.

The Provider warrants that, during the Subscription Term, the Service will perform materially in accordance with the Documentation under normal use and circumstances. As the Customer's sole and exclusive remedy and the Provider's sole liability for breach of this warranty, the Provider shall use commercially reasonable efforts to correct any material non-conformity reported in writing by the Customer, or, if the Provider is unable to effect such correction within a reasonable time, the Customer may terminate the affected subscription and receive a prorated refund of prepaid Fees attributable to the unused portion of the Subscription Term.

The Provider warrants that it shall perform the Service and any implementation and support services in a professional and workmanlike manner, consistent with generally accepted industry standards for comparable cloud services.

The Provider warrants that it will not knowingly introduce into the Service any viruses, worms, time bombs, Trojan horses, or other malicious code intended to disable, erase, or otherwise harm the Customer's software, data, or systems.

The Customer represents and warrants that it will use the Service in compliance with this Agreement and all applicable laws, and that Customer Data as provided to the Provider shall not violate any third-party rights or applicable law.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 10, THE SERVICE, THE DOCUMENTATION, AND ALL RELATED SERVICES AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND THE PROVIDER HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

THE PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL MEET THE CUSTOMER'S REQUIREMENTS OR EXPECTATIONS BEYOND THOSE EXPRESSLY SET FORTH IN THE DOCUMENTATION.

THE CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS A GENERAL-PURPOSE SOFTWARE OFFERING, IS NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT IN REGULATED FIELDS SUCH AS LEGAL, MEDICAL, OR FINANCIAL ADVICE.

THE PROVIDER DOES NOT WARRANT THE RESULTS OBTAINED THROUGH USE OF THE SERVICE, NOR DOES IT WARRANT ANY THIRD-PARTY SERVICES, SOFTWARE, HARDWARE, OR CONTENT THAT MAY BE INTEGRATED WITH OR ACCESSIBLE THROUGH THE SERVICE, WHICH ARE PROVIDED SUBJECT TO THEIR OWN TERMS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CUSTOMER FROM THE PROVIDER OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

The Provider shall defend, indemnify, and hold harmless the Customer and its officers, directors, employees, and Affiliates (collectively, the "Customer Indemnified Parties") from and against any third-party claim, demand, suit, or proceeding (each, a "Claim") alleging that the Customer's authorized use of the Service infringes any valid United States patent, copyright, trademark, or trade secret of such third party, and shall pay all damages finally awarded against the Customer Indemnified Parties by a court of competent jurisdiction or amounts agreed in settlement by the Provider.

The Provider shall have no obligation under the foregoing to the extent that any Claim arises from (i) use of the Service in combination with any software, hardware, data, or materials not provided or authorized by the Provider; (ii) modification of the Service by any party other than the Provider; (iii) use of the Service other than in accordance with this Agreement or the Documentation; (iv) Customer Data; or (v) use of the Service after the Provider has notified the Customer to discontinue use.

If the Service becomes, or in the Provider's 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 the Service to render it non-infringing while maintaining substantially equivalent functionality; or (iii) terminate the affected subscription and refund any prepaid Fees attributable to the unused portion of the Subscription Term.

The Customer shall defend, indemnify, and hold harmless the Provider and its officers, directors, employees, and Affiliates (collectively, the "Provider Indemnified Parties") from and against any Claim arising out of or related to (i) Customer Data, including any claim that Customer Data infringes or violates the rights of a third party or applicable law; (ii) the Customer's or any Authorized User's breach of Section 7 (Acceptable Use Restrictions); or (iii) the Customer's violation of applicable law in connection with its use of the Service.

The indemnifying Party's obligations under this Section 12 are conditioned upon the indemnified Party (i) promptly notifying the indemnifying Party in writing of the Claim, provided that failure to provide prompt notice shall relieve the indemnifying Party of its obligations only to the extent it is materially prejudiced thereby; (ii) granting the indemnifying Party sole control of the defense and settlement of the Claim, provided that no settlement imposing non-monetary obligations or admissions on the indemnified Party may be entered without the indemnified Party's prior written consent; and (iii) providing reasonable cooperation, at the indemnifying Party's expense.

This Section 12 states each Party's entire liability and the other Party's sole and exclusive remedy with respect to third-party claims of the type described herein.

EXCEPT WITH RESPECT TO THE EXCLUDED CLAIMS SET FORTH BELOW, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO THE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE.

The limitations and exclusions set forth in this Section 13 shall not apply to (i) a Party's indemnification obligations under Section 12; (ii) a Party's breach of its confidentiality obligations under Section 9, excluding claims related to Customer Data to the extent otherwise addressed herein; (iii) the Customer's payment obligations; (iv) a Party's gross negligence, willful misconduct, or fraud; or (v) liability that cannot be excluded or limited under applicable law.

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 13 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT THE FEES CHARGED HEREUNDER REFLECT THE ALLOCATION OF RISK SET FORTH HEREIN.

Multiple claims, whether arising from a single event or series of related events, shall not expand the aggregate cap set forth in this Section 13.

Each Party shall have an affirmative obligation to use reasonable efforts to mitigate any damages it may suffer in connection with this Agreement.

The initial term of this Agreement shall commence on the Effective Date and continue for a period of one (1) year (the "Initial Term"), unless earlier terminated in accordance with this Agreement.

Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal terms of one (1) year each (each, a "Renewal Term," and together with the Initial Term, the "Subscription Term"), unless either Party provides written notice of non-renewal to the other Party at least thirty (30) days prior to the end of the then-current term.

Either Party may terminate this Agreement for cause upon written notice to the other Party in the event that the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the breach from the non-breaching Party; provided that for breaches of payment obligations the cure period shall be fifteen (15) days.

Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party (i) becomes insolvent or admits in writing its inability to pay its debts as they mature; (ii) makes an assignment for the benefit of creditors; (iii) files a petition in bankruptcy or has such a petition filed against it that is not dismissed within sixty (60) days; or (iv) ceases to conduct business in the ordinary course.

The Customer may not terminate this Agreement for convenience during the Initial Term or any Renewal Term, and no refund of prepaid Fees shall be due in the event of termination by the Customer for any reason other than the Provider's uncured material breach or as expressly provided elsewhere in this Agreement.

The Provider may terminate this Agreement upon written notice to the Customer if the Customer's continued use of the Service would, in the Provider's reasonable opinion, violate applicable law or expose the Provider to legal, regulatory, or security risk that cannot reasonably be mitigated through suspension or lesser remedies.

Upon termination or expiration of this Agreement for any reason, (i) all rights and licenses granted to the Customer under this Agreement shall immediately cease; (ii) the Customer shall discontinue all use of the Service; and (iii) each Party shall return or destroy the other Party's Confidential Information in accordance with Section 9.

For a period of thirty (30) days following the effective date of termination or expiration (the "Export Window"), the Provider shall make the Customer's then-existing Customer Data available for export by the Customer in a commercially standard format, through self-service tools, the Customer's existing account interface, or such other reasonable means as the Provider may offer, provided that the Customer is current on all amounts owed to the Provider.

The Provider shall have no obligation to retain or make available Customer Data beyond the Export Window, and following expiration of the Export Window the Provider shall delete or render inaccessible all Customer Data in its production systems in the ordinary course of its data lifecycle operations, except as required by applicable law or as retained in routine backup systems subject to the Provider's standard retention and deletion schedule and continuing confidentiality obligations.

Upon written request by the Customer during the Export Window, the Provider may, in its discretion and subject to the Provider's then-current rates, provide reasonable assistance with data export beyond the standard self-service tools.

Termination or expiration of this Agreement shall not relieve the Customer of its obligation to pay any Fees accrued or payable to the Provider prior to the effective date of termination, nor shall it affect any rights or remedies that have accrued prior to such date.

Those provisions of this Agreement that by their nature are intended to survive termination or expiration shall so survive, including without limitation provisions relating to definitions, intellectual property, confidentiality, disclaimers, indemnification, limitation of liability, effect of termination, governing law and dispute resolution, and miscellaneous provisions.

This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing State], United States of America, without giving effect to any conflict of laws principles that would require the application of the laws of another jurisdiction. 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, controversy, or claim arising out of or relating to this Agreement (each, a "Dispute") through informal negotiations between designated representatives of each Party, which negotiations shall commence promptly upon written notice from one Party to the other identifying the Dispute.

If a Dispute cannot be resolved through good faith negotiations within thirty (30) days after the initial notice, either Party may submit the Dispute to binding arbitration administered by [Arbitration Institution] in accordance with its then-prevailing commercial arbitration rules. The arbitration shall be conducted before a single arbitrator in [City, State], and the arbitrator's decision shall be final and binding upon the Parties.

Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or to enforce payment obligations, without first resorting to negotiation or arbitration.

The Parties hereby irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in [County], [Governing State], for any judicial proceedings permitted under this Agreement, and waive any objection to such jurisdiction or venue based on inconvenient forum or similar grounds.

Each Party shall bear its own costs and attorneys' fees in connection with any Dispute, provided that the arbitrator or court shall have discretion to award the prevailing Party its reasonable costs and attorneys' fees as part of any final award or judgment.

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Any Dispute must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action shall be permanently barred.

This Agreement, together with any Order Forms executed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral, relating to such subject matter. In the event of a conflict between this Agreement and any Order Form, the terms of this Agreement shall control unless the Order Form expressly states that it supersedes a specific provision of this Agreement.

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any breach or default hereunder shall constitute a waiver of any subsequent breach or default, and no failure or delay by either Party in exercising any right hereunder shall operate as a waiver of such right.

Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement, upon written notice but without consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes in writing all obligations hereunder. Any purported assignment in violation of this provision shall be void.

Neither Party shall be liable for any failure or delay in performance 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, war, terrorism, civil unrest, labor disputes, governmental actions, pandemics, failures of utilities or telecommunications, or internet service provider failures (each, a "Force Majeure Event"). The affected Party shall promptly notify the other Party and use reasonable efforts to resume performance as soon as practicable.

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

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when (i) delivered personally; (ii) sent by nationally recognized overnight courier with proof of delivery; or (iii) sent by email to the designated contact of the receiving Party with written confirmation of receipt, in each case addressed to the receiving Party at the address set forth in the signature block or such other address as such Party may designate in writing.

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 enforceable, or if not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

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. Delivery of executed signature pages by electronic means (including PDF or recognized electronic signature platforms) shall be effective as delivery of originally executed signature pages.

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing herein shall create or be deemed to create any third-party beneficiary rights in any other person or entity.