SOFTWARE AS A SERVICE AGREEMENT

This Software as a Service Agreement ("Agreement") is entered into as of [Contract Start Date] (the "Effective Date") by and between:

1. SERVICES

Provider agrees to provide Customer with access to the following services (collectively, the "Services"):

2. SERVICE TERM

The initial term of this Agreement shall be 12 months (the "Initial Term"), commencing on the Effective Date. Following the Initial Term, this Agreement shall automatically renew for successive periods of equal length (each a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

3. FEES AND PAYMENT

3.1 Service Fee. Customer agrees to pay Provider a monthly service fee of $2,000 USD per month (the "Service Fee"), billed annually in advance.

3.2 Payment Terms. All fees are due and payable within thirty (30) days of invoice date. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

3.3 Taxes. All fees are exclusive of taxes. Customer is responsible for all applicable taxes, except for taxes based on Provider's income.

4. AUTHORIZED USERS

Customer is authorized to provide access to the Services to up to 8 authorized users (the "Authorized Users"). All Authorized Users must be employees or contractors of Customer. Customer is responsible for all activities conducted by its Authorized Users.

5. DATA USE AND RESTRICTIONS

5.1 Permitted Use. Customer may use the data and insights provided through the Services solely for Customer's internal business purposes, including but not limited to compensation benchmarking, salary band development, and talent acquisition support.

5.2 Restrictions. Customer shall NOT:

• Directly or indirectly transfer, sell, license, or distribute any data received from Provider (including anonymous, aggregate, or derived data) to any third party not employed by Customer;
• Use the data to identify or attempt to identify any individual whose information may be included in the data;
• Reverse engineer, decompile, or disassemble any aspect of the Services;
• Use the Services for any purpose that is unlawful or prohibited by this Agreement.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means any non-public information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

6.2 Obligations. Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information; (b) not disclose such Confidential Information to any third party without prior written consent; and (c) use such Confidential Information only for purposes of this Agreement.

6.3 Survival. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

7. INTELLECTUAL PROPERTY

7.1 Provider IP. Provider retains all right, title, and interest in and to the Services, including all intellectual property rights therein. Nothing in this Agreement transfers any such rights to Customer.

7.2 Feedback. If Customer provides any suggestions, ideas, or feedback regarding the Services, Provider may use such feedback without restriction or compensation to Customer.

8. WARRANTY DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. TERMINATION

10.1 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof.

10.2 Effect of Termination. Upon termination: (a) Customer's access to the Services shall immediately cease; (b) Customer shall return or destroy all Confidential Information of Provider; and (c) any fees owed shall become immediately due and payable.

11. GENERAL PROVISIONS

11.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.

11.3 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.4 Notices. All notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

ORDER SUMMARY