G/YCombinator-SaaS/Form/0.md

/Docs/G/YCombinator-SaaS/Form/0.md
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(Order.Sec = (Order.Ti = Order Form ({Doc.GUID}))

(Order.sec =

(Order.Customer.Sec = (Order.Customer.Ti = Customer)
(Order.Customer.sec = (Order.Customer.0.sec = )
(Order.Customer.xlist =
(Order.Customer.Olist =
(Order.Customer.Secs = (Order.Customer.secs = (Order.Customer.1.sec = Customer: {Customer.Name.Full})
(Order.Customer.2.sec = Contact Person: {Customer.Contact.Name.Full}, {Customer.Contact.Adr.1,2})
(Order.Customer.3.sec = Phone: {Customer.Contact.Phone}, Email: {Customer.Contact.Email})
)
)
)
)
(Order.Customer.00.sec = )
)
)
(Order.Services.Sec = (Order.Services.Ti = {Def.Services})

(Order.Services.sec = {Services.Describe} (the "(DefT.Service = (_Service = Service)
)
(s)").)
)
(Order.Fees.Sec = (Order.Fees.Ti = {Def.Fees})

(Order.Fees.sec = {Fee.Monthly.$} per month, payable in advance, subject to the terms of Section 4 of the Terms and Conditions.)
)
(Order.InitialServiceTerm.Sec = (Order.InitialServiceTerm.Ti = {Def.Initial_Service_Term})

(Order.InitialServiceTerm.sec = {InitialServiceTerm})
)
(Order.ServiceCapacity.Sec = (Order.ServiceCapacity.Ti = {Def.Service_Capacity})

(Order.ServiceCapacity.sec = {ServiceCapacity})
)
(Order.ImplementationServices.Sec = (Order.ImplementationServices.Ti = {Def.Implementation_Services})
(Order.ImplementationServices.sec = (Order.ImplementationServices.0.sec = )
(Order.ImplementationServices.xlist =
(Order.ImplementationServices.Olist =
(Order.ImplementationServices.Secs = (Order.ImplementationServices.secs = (Order.ImplementationServices.1.sec = (_Company = Company)
will use commercially reasonable efforts to provide (_Customer = Customer)
the services described in the Statement of Work ("{DefT.SoW}") attached as Exhibit A hereto ("{DefT.Implementation_Services}"), and (_Customer = Customer)
shall pay (_Company = Company)
the (_Implementation_Fee = Implementation Fee)
in accordance with the terms herein.)
(Order.ImplementationServices.2.sec = {Def.Implementation_Fee} (one-time) {ImplementationFee.$})
)
)
)
)
(Order.ImplementationServices.00.sec = )
)
)
(Order.PilotUse.Sec = (Order.PilotUse.Ti = Pilot Use)
(Order.PilotUse.sec = (Order.PilotUse.0.sec = )
(Order.PilotUse.xlist =
(Order.PilotUse.Olist =
(Order.PilotUse.Secs = (Order.PilotUse.secs = (Order.PilotUse.1.sec = Check here ||{PilotUse.Yes/No}|| if (_Services = Services)
use during the (_Pilot_Period = Pilot Period)
will be restricted to non-productive evaluation use. If so, then, notwithstanding anything else, in connection with such pilot/evaluation use (1) no fees will apply, except for any Pilot Use Fee specified below, (2) the (_Services = Services)
are provided "AS IS" and no warranty obligations of (_Company = Company)
will apply, and (3) (_Customer = Customer)
may terminate this (_Agreement = Agreement)
and all of its rights hereunder by providing (_Company = Company)
written notice thereof no less than 10 days prior to the end of the (_Pilot_Period = Pilot Period)
; otherwise, this (_Agreement = Agreement)
shall continue in effect for the (_Initial_Service_Term = Initial Service Term)
(subject to earlier termination as provided in (_this_Agreement = this (_Agreement = Agreement)
)
). )
(Order.PilotUse.2.sec = Pilot Period: {PilotPeriod.days})
(Order.PilotUse.3.sec = Pilot Use Fee: {PilotUse.Fee.$})
)
)
)
)
(Order.PilotUse.00.sec = )
)
)

)
)

(Doc = (Head.Div = (Head.Message = GUID: {Doc.GUID})
(Head.Sec =

(Doc.Ti = SAAS SERVICES AGREEMENT)

(Head.sec = (Head.PartyList = {Customer.Name.Full}
{Company.Name.Full})

(Head.EffectiveDate.sec = (_Effective_Date = Effective Date)
: {EffectiveDate.YMD})
)
)

)
(Among.Div = (Among.Sec = (Among.Ti = (Among.Ti/2 = By and Between:)
)

(Customer.US.Contract.Among.Slim = {Customer.US.Contract.Among.Name.sec}
)
(Company.US.Contract.Among.Slim = {Company.US.Contract.Among.Name.sec}
)
(Among.Def.sec = Each a "(DefT.Party = (_Party = Party)
)
" and collectively the "(DefT.Parties = (_Parties = Parties)
)
.")

)
(Friends.Div = )

)
(This.Div =
(This.Sec = (This.sec = This SaaS Services Agreement (this "(DefT.Agreement = (_Agreement = Agreement)
)
") is entered into on {EffectiveDate.YMD} (the "(DefT.Effective_Date = (_Effective_Date = Effective Date)
)
") between {Company.N,E,A} ("(DefT.Company = (_Company = Company)
)
"), and {Customer.N,E,A} ("(DefT.Customer = (_Customer = Customer)
)
"). This (_Agreement = Agreement)
includes and incorporates the (_Order_Form = Order Form)
, as well as the attached Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.)
)

)
(Why.Div = )
(That.Div =
(That.Sec = (That.sec = )
)

)
(Sec.Div = )
(By.Div =
(By.Sec = (By.Ti = Signature)

(By.sec = (By.0.sec = IN WITNESS WHEREOF, the (_Parties = Parties)
have executed (_this_Agreement = this (_Agreement = Agreement)
)
as of the (_Effective_Date = Effective Date)
.)

(By.secs =

{Customer.US.Contract.By.Sec}

{Company.US.Contract.By.Sec}

)
)
)

)
(Annex.Div = )
)

(TC.Sec = (TC.Ti = Terms and Conditions ({Doc.GUID}))

(TC.sec =

(TC.Service.Sec = (TC.Service.Ti = SaaS Services and Support)
(TC.Service.sec =
1. (TC.Service.Base.sec = (TC.Service.Base.CompanyWillProvide.sec = Subject to the terms of (_this_Agreement = this (_Agreement = Agreement)
  )
  , (_Company = Company)
  will use commercially reasonable efforts to provide (_Customer = Customer)
  the (_Services = Services)
  in accordance with the Service Level Terms attached hereto as Exhibit B.)
  (TC.Service.Base.CustomerWillRegister.sec = As part of the registration process, (_Customer = Customer)
  will identify an administrative user name and password for (_Customer = Customer)
  's (_Company = Company)
  account. )
  (TC.Service.Base.Cancellation.sec = (_Company = Company)
  reserves the right to refuse registration of, or cancel passwords it deems inappropriate.)
  )
2. (TC.Service.TechnicalSupport.sec = Subject to the terms hereof, (_Company = Company)
  will provide (_Customer = Customer)
  with reasonable technical support services (TC.Service.TechnicalSupport.Per.sec = (TC.Service.TechnicalSupport.Per.Alt0.sec = (TC.Service.TechnicalSupport.Per.AltPrompt = OPTIONAL: As an alternative, some companies simply include a commitment to provide support (per Alt2))
  : (copy)- "(TC.Service.TechnicalSupport.Per.SecName = (TC.Service.SecName = Service)
  .TechnicalSupport.Per)
  .sec={(TC.Service.TechnicalSupport.Per.SecName = (TC.Service.SecName = Service)
  .TechnicalSupport.Per)
  .AltX.sec}" where X is 1-2)
  :(TC.Service.TechnicalSupport.Per.Altolist =
  (TC.Service.TechnicalSupport.Per.Altsecs = (TC.Service.TechnicalSupport.Per.Alt1.sec = (TC.Service.TechnicalSupport.Per.ExhibitC.cl = in accordance with the terms set forth in Exhibit C)
  )
  (TC.Service.TechnicalSupport.Per.Alt2.sec = (TC.Service.TechnicalSupport.Per.StandardPractice.cl = in accordance with (_Company = Company)
  's standard practice)
  )
  )
  )
  )
  .)
)
)
(TC.Restrict.Sec = (TC.Restrict.Ti = Restrictions and Responsibilities)
(TC.Restrict.sec =
1. (TC.Restrict.Misuse.Sec = (TC.Restrict.Misuse.Ti = Misuse)
  
  (TC.Restrict.Misuse.sec = (TC.Restrict.Misuse.0.sec = (_Customer = Customer)
  will not, directly or indirectly:)
  (TC.Restrict.Misuse.xlist =
  (TC.Restrict.Misuse.secs = (TC.Restrict.Misuse.1.sec = reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the (_Services = Services)
  or any software, documentation or data related to the (_Services = Services)
  ("{DefT.Supplier_Software}");)
  (TC.Restrict.Misuse.2.sec = modify, translate, or create derivative works based on the (_Services = Services)
  or any (_Supplier_Software = Supplier Software)
  (except to the extent expressly permitted by (_Company = Company)
  or authorized within the (_Services = Services)
  );)
  (TC.Restrict.Misuse.3.sec = use the (_Services = Services)
  or any (_Supplier_Software = Supplier Software)
  for timesharing or service bureau purposes or otherwise for the benefit of a third person; or )
  (TC.Restrict.Misuse.4.sec = remove any proprietary notices or labels.)
  )
  )
  (TC.Restrict.Misuse.00.sec = )
  )
  )
2. (TC.Restrict.ExportControl.Sec = (TC.Restrict.ExportControl.Ti = Export Control)
  
  (TC.Restrict.ExportControl.sec = (_Customer = Customer)
  may not remove or export from the United States or allow the export or re-export of the (_Services = Services)
  , (_Supplier_Software = Supplier Software)
  or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the (_Supplier_Software = Supplier Software)
  and documentation are "commercial items" and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of (_this_Agreement = this (_Agreement = Agreement)
  )
  and will be prohibited except to the extent expressly permitted by the terms of (_this_Agreement = this (_Agreement = Agreement)
  )
  .)
  )
3. (TC.Restrict.ProperUse.Sec = (TC.Restrict.ProperUse.Ti = Use of Services)
  
  (TC.Restrict.ProperUse.sec = (TC.Restrict.ProperUse.PoliciesAndApplicableLaw.sec = (_Customer = Customer)
  represents, covenants, and warrants that (_Customer = Customer)
  will use the (_Services = Services)
  only in compliance with (_Company = Company)
  's standard published policies then in effect (the "{DefT.Supplier_Policy}") and all applicable laws and regulations.)
  (TC.Restrict.ProperUse.Indemnify.sec = (_Customer = Customer)
  hereby agrees to indemnify and hold harmless (_Company = Company)
  against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from (_Customer = Customer)
  's use of (_Services = Services)
  .)
  (TC.Restrict.ProperUse.Monitoring.sec = Although (_Company = Company)
  has no obligation to monitor (_Customer = Customer)
  's use of the (_Services = Services)
  , (_Company = Company)
  may do so and may prohibit any use of the (_Services = Services)
  it believes may be (or alleged to be) in violation of the foregoing.)
  )
  )
4. (TC.Restrict.CustomerInfrastructure.Sec = (TC.Restrict.CustomerInfrastructure.Ti = (_Customer = Customer)
  Infrastructure)
  
  (TC.Restrict.CustomerInfrastructure.sec = (_Customer = Customer)
  shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the (_Services = Services)
  , including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "{DefT.Customer_Equipment}"). (_Customer = Customer)
  shall also be responsible for maintaining the security of (_Customer_Equipment = (_P1 = (_Customer = Customer)
  )
  Equipment)
  , (_Customer = Customer)
  account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of (_Customer = Customer)
  account or (_Customer_Equipment = (_P1 = (_Customer = Customer)
  )
  Equipment)
  with or without (_Customer = Customer)
  's knowledge or consent.)
  )
5. (TC.Restrict.License.Sec = (TC.Restrict.License.Ti = License to Use Software)
  
  (TC.Restrict.License.sec = With respect to any (_Supplier_Software = Supplier Software)
  that is distributed or provided to (_Customer = Customer)
  for use on (_Customer = Customer)
  premises or devices, (_Company = Company)
  hereby grants (_Customer = Customer)
  a non-exclusive, non-transferable, non-sublicensable license to use such (_Supplier_Software = Supplier Software)
  during the (_Agreement_Term = Agreement Term)
  only in connection with the (_Services = Services)
  .)
  )
)
)
(TC.Conf.Sec = (TC.Conf.Ti = Confidentiality)
(TC.Conf.sec =
1. (TC.Conf.Scope.Sec = (TC.Conf.Scope.Ti = Definition)
  
  (TC.Conf.Scope.sec = Each party (the "(DefT.Receiving_Party = (_Receiving_Party = Receiving Party)
  )
  ") understands that the other party (the "(DefT.Disclosing_Party = (_Disclosing_Party = Disclosing Party)
  )
  ") has disclosed or may disclose business, technical or financial information relating to the (_Disclosing_Party = Disclosing Party)
  's business (hereinafter referred to as "{DefT.Proprietary_Information}" of the (_Disclosing_Party = Disclosing Party)
  ). (_Proprietary_Information = Proprietary Information)
  of (_Company = Company)
  includes non-public information regarding features, functionality and performance of the Service. (_Proprietary_Information = Proprietary Information)
  of (_Customer = Customer)
  includes non-public data provided by (_Customer = Customer)
  to (_Company = Company)
  to enable the provision of the (_Services = Services)
  ("{DefT.Customer_Data}").)
  )
2. (TC.Conf.Engage.Sec = (TC.Conf.Engage.Ti = Engagements)
  
  (TC.Conf.Engage.sec = (TC.Conf.Engage.0.sec = The (_Receiving_Party = Receiving Party)
  agrees: )
  (TC.Conf.Engage.xlist =
  (TC.Conf.Engage.secs = (TC.Conf.Engage.1.sec = to take reasonable precautions to protect such (_Proprietary_Information = Proprietary Information)
  , and )
  (TC.Conf.Engage.2.sec = not to use (except in performance of the (_Services = Services)
  or as otherwise permitted herein) or divulge to any third person any such (_Proprietary_Information = Proprietary Information)
  .)
  )
  )
  (TC.Conf.Engage.00.sec = )
  )
  )
3. (TC.Conf.Except.Sec = (TC.Conf.Except.Ti = General Exceptions)
  
  (TC.Conf.Except.sec = (TC.Conf.Except.0.sec = The (_Disclosing_Party = Disclosing Party)
  agrees that the foregoing shall not apply with respect to any information after (TC.Conf.Engage.Life.years = five (5) years)
  following the disclosure thereof or any information that the (_Receiving_Party = Receiving Party)
  can document:)
  (TC.Conf.Except.xlist =
  (TC.Conf.Except.secs = (TC.Conf.Except.1.sec = is or becomes generally available to the public, or )
  (TC.Conf.Except.2.sec = was in its possession or known by it prior to receipt from the (_Disclosing_Party = Disclosing Party)
  , or )
  (TC.Conf.Except.3.sec = was rightfully disclosed to it without restriction by a third party, or )
  (TC.Conf.Except.4.sec = was independently developed without use of any (_Proprietary_Information = Proprietary Information)
  of the (_Disclosing_Party = Disclosing Party)
  or )
  (TC.Conf.Except.5.sec = is required to be disclosed by law.)
  )
  )
  (TC.Conf.Except.00.sec = )
  )
  )
4. (TC.Conf.Own.Sec = (TC.Conf.Own.Ti = Proprietary Rights)
  
  (TC.Conf.Own.sec = (TC.Conf.Own.0.sec = )
  (TC.Conf.Own.xlist = (TC.Conf.Own.Olist =
  (TC.Conf.Own.Secs = (TC.Conf.Own.secs = (TC.Conf.Own.1.sec = (TC.Conf.Own.1.0.sec = )
  (TC.Conf.Own.1.xlist = (TC.Conf.Own.1.sens = (TC.Conf.Own.1.1.sec = (_Customer = Customer)
  shall own all right, title and interest in and to the (_Customer_Data = (_P1 = (_Customer = Customer)
  )
  Data)
  )
  (TC.Conf.Own.1.2.sec = as well as any data that is based on or derived from the (_Customer_Data = (_P1 = (_Customer = Customer)
  )
  Data)
  and provided to (_Customer = Customer)
  as part of the (_Services = Services)
  .)
  )
  )
  (TC.Conf.Own.1.00.sec = )
  )
  (TC.Conf.Own.2.sec = (TC.Conf.Own.2.0.sec = (_Company = Company)
  shall own and retain all right, title and interest in and to:)
  (TC.Conf.Own.2.xlist =
  (TC.Conf.Own.2.secs = (TC.Conf.Own.2.1.sec = the (_Services = Services)
  and (_Supplier_Software = Supplier Software)
  , all improvements, enhancements or modifications thereto, )
  (TC.Conf.Own.2.2.sec = any software, applications, inventions or other technology developed in connection with Implementation Services or support, and )
  (TC.Conf.Own.2.3.sec = all intellectual property rights related to any of the foregoing.)
  )
  )
  (TC.Conf.Own.2.00.sec = )
  )
  )
  )
  )
  )
  (TC.Conf.Own.00.sec = )
  )
  )
5. (TC.Conf.PerformanceInformation.Sec = (TC.Conf.PerformanceInformation.Ti = Exception for Performance Information)
  
  (TC.Conf.PerformanceInformation.sec = (TC.Conf.PerformanceInformation.0.sec = Notwithstanding anything to the contrary, (_Company = Company)
  shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the (_Services = Services)
  and related systems and technologies (including, without limitation, information concerning (_Customer_Data = (_P1 = (_Customer = Customer)
  )
  Data)
  and data derived therefrom), and (_Company = Company)
  will be free (during and after the term hereof) to:)
  (TC.Conf.PerformanceInformation.xlist =
  (TC.Conf.PerformanceInformation.secs = (TC.Conf.PerformanceInformation.1.sec = use such information and data to improve and enhance the (_Services = Services)
  and for other development, diagnostic and corrective purposes in connection with the (_Services = Services)
  and other (_Company = Company)
  offerings, and )
  (TC.Conf.PerformanceInformation.2.sec = disclose such data solely in aggregate or other de-identified form in connection with its business.)
  )
  )
  (TC.Conf.PerformanceInformation.00.sec = No rights or licenses are granted except as expressly set forth herein. )
  )
  )
)
)
(TC.Comp.Sec = (TC.Comp.Ti = Payment of (_Fees = Fees)
)
(TC.Comp.sec =
1. (TC.Comp.Fee.sec = (TC.Comp.Pay.Fees.sec = (_Customer = Customer)
  will pay (_Company = Company)
  the then applicable fees described in the Order Form for the (_Services = Services)
  and Implementation Services in accordance with the terms therein (the "(DefT.Fees = (_Fees = Fees)
  )
  ").)
  (TC.Comp.Pay.AdditionalFees.sec = If (_Customer = Customer)
  's use of the (_Services = Services)
  exceeds the (_Service_Capacity = Service Capacity)
  set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of (_this_Agreement = this (_Agreement = Agreement)
  )
  ), (_Customer = Customer)
  shall be billed for such usage and (_Customer = Customer)
  agrees to pay the additional fees in the manner provided herein.)
  (TC.Comp.Fees.Changes.sec = (_Company = Company)
  reserves the right to change the (_Fees = Fees)
  or applicable charges and to institute new charges and (_Fees = Fees)
  at the end of the (_Initial_Service_Term = Initial Service Term)
  or then current renewal term, upon (TC.Comp.FeeChange.Notice.Period.days = thirty (30) days)
  prior notice to (_Customer = Customer)
  (which may be sent by email).)
  (TC.Comp.Fee.Protest.sec = If (_Customer = Customer)
  believes that (_Company = Company)
  has billed (_Customer = Customer)
  incorrectly, (_Customer = Customer)
  must contact (_Company = Company)
  no later than (TC.Comp.Fee.Dispute.Period.days = sixty (60) days)
  after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.)
  (TC.Comp.Fee.Inquiries.sec = Inquiries should be directed to (_Company = Company)
  's customer support department.)
  )
2. (TC.Comp.Pay.sec = (TC.Comp.Pay.Period.sec = (_Company = Company)
  may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by (_Company = Company)
  (TC.Comp.PayWithin.Period.days = thirty (30) days)
  after the mailing date of the invoice.)
  (TC.Comp.Pay.LateCharge.sec = Unpaid amounts are subject to a finance charge of (TC.Comp.LateFee.PerMonth.% = 1.5%)
  per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of (_Services = Services)
  .)
  (TC.Comp.Tax.sec = (_Customer = Customer)
  shall be responsible for all taxes associated with (_Services = Services)
  other than U.S. taxes based on (_Company = Company)
  's net income.)
  )
)
)
(TC.Life.Sec = (TC.Life.Ti = Term and Termination)
(TC.Life.sec = (TC.Life.0.sec = )
(TC.Life.xlist =
(TC.Life.Olist =
(TC.Life.Secs = (TC.Life.secs = (TC.Life.1.sec = (TC.Life.UnlessTerminated.Cl = Subject to earlier termination as provided below)
, (TC.Life.ForInitialPeriod.cl = (_this_Agreement = this (_Agreement = Agreement)
)
is for the (_Initial_Service_Term = Initial Service Term)
as specified in the Order Form)
, and (TC.Life.AutoRenew.cl = shall be automatically renewed for additional periods of the same duration as the (_Initial_Service_Term = Initial Service Term)
(collectively, the "(DefT.Agreement_Term = {_Agreement Term})
"))
, unless (TC.Life.NonRenewalNotice.Mutual.cl = either party requests termination at least (TC.Life.NonRenewal.NoticePeriod.days = thirty (30) days)
prior to the end of the then-current term.)
)
(TC.Life.2.sec = (TC.Life.2.0.sec = )
(TC.Life.2.xlist = (TC.Life.2.sens = (TC.Life.2.1.sec = In addition to any other remedies it may have, either party may also terminate (_this_Agreement = this (_Agreement = Agreement)
)
upon (TC.Life.TerminateForBreach.NoticePeriod.days = thirty (30) days)
' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of (_this_Agreement = this (_Agreement = Agreement)
)
. (_Customer = Customer)
will pay in full for the (_Services = Services)
up to and including the last day on which the (_Services = Services)
are provided.)
(TC.Life.2.2.sec = Upon any termination, (_Company = Company)
will make all (_Customer_Data = (_P1 = (_Customer = Customer)
)
Data)
available to (_Customer = Customer)
for electronic retrieval for a period of (TC.Life.CustomerMayDownload.Period.days = thirty (30) days)
, but thereafter (_Company = Company)
may, but is not obligated to, delete stored (_Customer_Data = (_P1 = (_Customer = Customer)
)
Data)
.)
)
)
(TC.Life.2.00.sec = )
)
(TC.Life.3.sec = All sections of (_this_Agreement = this (_Agreement = Agreement)
)
which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers(q = )
and limitations of liability.)
)
)
)
)
(TC.Life.00.sec = )
)
)
(TC.Warranty.Sec = (TC.Warranty.Ti = Warranty and Disclaimer)
(TC.Warranty.sec = (TC.Warranty.0.sec = )
(TC.Warranty.xlist =
(TC.Warranty.Olist =
(TC.Warranty.Secs = (TC.Warranty.secs = (TC.Warranty.1.sec = (_Company = Company)
shall use reasonable efforts consistent with prevailing industry standards to maintain the (_Services = Services)
in a manner which minimizes errors and interruptions in the (_Services = Services)
and shall perform the (_Implementation_Services = Implementation Services)
in a professional and workmanlike manner. (_Services = Services)
may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by (_Company = Company)
or by third-party providers, or because of other causes beyond (_Company = Company)
's reasonable control, but (_Company = Company)
shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. )
(TC.Warranty.2.sec = (_Company = Company)
does not warrant that the (_Services = Services)
will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the (_Services = Services)
. Except as expressly set forth in this Section, the (_Services = Services)
and (_Implementation_Services = Implementation Services)
are provided "AS IS" and (_Company = Company)
disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.)
)
)
)
)
(TC.Warranty.00.sec = )
)
)
(TC.Indemnity.Sec = (TC.Indemnity.Ti = Indemnity)
(TC.Indemnity.sec = (TC.Indemnity.0.sec = )
(TC.Indemnity.xlist =
(TC.Indemnity.Olist =
(TC.Indemnity.Secs = (TC.Indemnity.secs = (TC.Indemnity.1.sec = (_Company = Company)
shall hold (_Customer = Customer)
harmless from liability to third parties resulting from infringement by the (_Service = Service)
of any United States patent or any copyright or misappropriation of any trade secret, provided (_Company = Company)
is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; (_Company = Company)
will not be responsible for any settlement it does not approve in writing.)
(TC.Indemnity.2.sec = (TC.Indemnity.2.0.sec = The foregoing obligations do not apply with respect to portions or components of the (_Service = Service)
: )
(TC.Indemnity.2.xlist =
(TC.Indemnity.2.secs = (TC.Indemnity.2.1.sec = not supplied by (_Company = Company)
,)
(TC.Indemnity.2.2.sec = made in whole or in part in accordance with (_Customer = Customer)
specifications,)
(TC.Indemnity.2.3.sec = that are modified after delivery by (_Company = Company)
,)
(TC.Indemnity.2.4.sec = combined with other products, processes or materials where the alleged infringement relates to such combination,)
(TC.Indemnity.2.5.sec = where (_Customer = Customer)
continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or)
(TC.Indemnity.2.6.sec = where (_Customer = Customer)
's use of the (_Service = Service)
is not strictly in accordance with (_this_Agreement = this (_Agreement = Agreement)
)
. )
)
)
(TC.Indemnity.2.00.sec = )
)
(TC.Indemnity.3.sec = (TC.Indemnity.3.0.sec = If, due to a claim of infringement, the (_Services = Services)
are held by a court of competent jurisdiction to be or are believed by (_Company = Company)
to be infringing, (_Company = Company)
may, at its option and expense)
(TC.Indemnity.3.xlist =
(TC.Indemnity.3.secs = (TC.Indemnity.3.1.sec = replace or modify the (_Service = Service)
to be non-infringing provided that such modification or replacement contains substantially similar features and functionality,)
(TC.Indemnity.3.2.sec = obtain for (_Customer = Customer)
a license to continue using the (_Service = Service)
, or)
(TC.Indemnity.3.3.sec = if neither of the foregoing is commercially practicable, terminate (_this_Agreement = this (_Agreement = Agreement)
)
and (_Customer = Customer)
's rights hereunder and provide (_Customer = Customer)
a refund of any prepaid, unused fees for the (_Service = Service)
.)
)
)
(TC.Indemnity.3.00.sec = )
)
)
)
)
)
(TC.Indemnity.00.sec = )
)
)
(TC.LimitedLiability.Sec = (TC.LimitedLiability.Ti = Limitation of Liability)
(TC.LimitedLiability.sec = (TC.LimitedLiability.0.sec = Notwithstanding anything to the contrary, except for bodily injury of a person, (_Company = Company)
and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: )
(TC.LimitedLiability.xlist =
(TC.LimitedLiability.secs = (TC.LimitedLiability.1.sec = for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business;)
(TC.LimitedLiability.2.sec = for any indirect, exemplary, incidental, special or consequential damages;)
(TC.LimitedLiability.3.sec = for any matter beyond (_Company = Company)
's reasonable control; or)
(TC.LimitedLiability.4.sec = for any amounts that, together with amounts associated with all other claims, exceed the fees paid by (_Customer = Customer)
to (_Company = Company)
for the services under (_this_Agreement = this (_Agreement = Agreement)
)
in the 12 months prior to the act that gave rise to the liability, in each case, whether or not (_Company = Company)
has been advised of the possibility of such damages.)
)
)
(TC.LimitedLiability.00.sec = )
)
)
(TC.Misc.Sec = (TC.Misc.Ti = Miscellaneous)
(TC.Misc.sec =
1. (TC.Sever.Sec = (TC.Sever.Ti = Severance)
  
  (TC.Sever.sec = If any provision of this (_Agreement = Agreement)
  is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this (_Agreement = Agreement)
  will otherwise remain in full force and effect and enforceable.)
  )
2. (TC.Assign.Sec = (TC.Assign.Ti = Assignment)
  
  (TC.Assign.sec = (TC.Assign.0.sec = )
  (TC.Assign.xlist = (TC.Assign.Olist =
  (TC.Assign.Secs = (TC.Assign.secs = (TC.Assign.1.sec = (_Customer = Customer)
  may not assign, transfer or sublicense this (_Agreement = Agreement)
  , except with (_Company = Company)
  's prior written consent.)
  (TC.Assign.2.sec = (_Company = Company)
  may transfer and assign any of its rights and obligations under this Agreement without consent.)
  )
  )
  )
  )
  (TC.Assign.00.sec = )
  )
  )
3. (TC.Entire.Sec = (TC.Entire.Ti = Entire Agreement)
  
  (TC.Entire.sec = This (_Agreement = Agreement)
  is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this (_Agreement = Agreement)
  , and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.)
  )
4. (TC.NotAgent.Sec = (TC.NotAgent.Ti = Independent )
  
  (TC.NotAgent.sec = No agency, partnership, joint venture, or employment is created as a result of this Agreement and (_Customer = Customer)
  does not have any authority of any kind to bind (_Company = Company)
  in any respect whatsoever.)
  )
5. (TC.Dispute.Cost.Sec = (TC.Dispute.Cost.Ti = Litigation Costs)
  
  (TC.Dispute.Cost.sec = In any action or proceeding to enforce rights under this (_Agreement = Agreement)
  , the prevailing party will be entitled to recover costs and attorneys' fees.)
  )
6. (TC.Notice.Sec = (TC.Notice.Ti = Notices)
  
  (TC.Notice.sec = All notices under this (_Agreement = Agreement)
  will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.)
  )
7. (TC.Law.Sec = (TC.Law.Ti = Governing Law)
  
  (TC.Law.sec = This (_Agreement = Agreement)
  shall be governed by the laws of {Law.State.the} without regard to its conflict of laws provisions.)
  )
8. (TC.PublicStatement.Sec = (TC.PublicStatement.Ti = Publicity)
  
  (TC.PublicStatement.sec = The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the (_Effective_Date = Effective Date)
  , and (_Customer = Customer)
  otherwise agrees to reasonably cooperate with (_Company = Company)
  to serve as a reference account upon request.)
  )
)
)

)
)

(Annex.Sec =

Exhibits

EXHIBIT A
(SOW.Sec = (SOW.Ti = Statement of Work ({Doc.GUID}))

(SOW.sec = (SOW.0.sec = )
(SOW.xlist = (SOW.Olist =

(SOW.Secs = (SOW.1.Sec = (SOW.1.Ti = Bulk provisioning of user accounts)

(SOW.1.sec = {BulkProvisioning.sec})
)
(SOW.2.Sec = (SOW.2.Ti = Customer training (on site or via webinar))

(SOW.2.sec = {CustomerTraining.sec})
)
(SOW.3.Sec = (SOW.3.Ti = Providing documentation)

(SOW.3.sec = {Documentation.sec})
)
(SOW.4.Sec = (SOW.4.Ti = Custom development work (one-time))

(SOW.4.sec = {CustomDevelopment.sec})
)
)

)
)
(SOW.00.sec = )
)
)

EXHIBIT B
(SLA.Sec = (SLA.Ti = Service Level Terms ({Doc.GUID}))

(SLA.sec = (SLA.0.sec = )
(SLA.xlist = (SLA.Olist =

(SLA.Secs = (SLA.secs = (SLA.1.sec = The (_Services = Services)
shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If (_Customer = Customer)
requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond (_Company = Company)
's control will also be excluded from any such calculation. )
(SLA.2.sec = (_Customer = Customer)
's sole and exclusive remedy, and (_Company = Company)
's entire liability, in connection with (_Service = Service)
availability shall be that for each period of downtime lasting longer than {Downtime.Period}, (_Company = Company)
will credit (_Customer = Customer)
5% of (_Service = Service)
fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as (_Customer = Customer)
(with notice to (_Company = Company)
) recognizes that downtime is taking place, and continues until the availability of the (_Services = Services)
is restored. )
(SLA.3.sec = In order to receive downtime credit, (_Customer = Customer)
must notify (_Company = Company)
in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of (_Service = Service)
(_Fees = Fees)
in any one (1) calendar month in any event. (_Company = Company)
will only apply a credit to the month in which the incident occurred. )
(SLA.4.sec = (_Company = Company)
's blocking of data communications or other (_Service = Service)
in accordance with its policies shall not be deemed to be a failure of (_Company = Company)
to provide adequate service levels under (_this_Agreement = this (_Agreement = Agreement)
)
.)
)
)

)
)
(SLA.00.sec = )
)
)

EXHIBIT C
(SupportDesk.Sec = (SupportDesk.Ti = Support Terms ({Doc.GUID}))

(SupportDesk.sec = (SupportDesk.0.sec = )
(SupportDesk.xlist = (SupportDesk.Olist =

(SupportDesk.Secs = (SupportDesk.secs = (SupportDesk.1.sec = (_Company = Company)
will provide Technical Support to (_Customer = Customer)
via both telephone and electronic mail on weekdays during the hours of {SupportDesk.OpenHours.TimeSpan.cl}, with the exclusion of Federal Holidays ("{DefT.Support_Hours}").)
(SupportDesk.2.sec = (_Customer = Customer)
may initiate a helpdesk ticket during (_Support_Hours = Support Hours)
by calling {SupportDesk.Phone.#} or any time by emailing {SupportDesk.Email}.)
(SupportDesk.3.sec = (_Company = Company)
will use commercially reasonable efforts to respond to all Helpdesk tickets within {SupportDesk.Response.TimeSpan}.)
)
)

)
)
(SupportDesk.00.sec = )
)
)

)