This Master Subscription Agreement (the “Agreement”), effective as of the date stated on the applicable invoice or order document (the “Effective Date”), is entered into by and between Contract Logix, LLC, a Delaware limited liability company with a principal place of business at 55 Technology Drive, Suite 103, Lowell, MA 01851 (“Contract Logix”), and the entity named on the applicable invoice or order document (“Customer”). The parties agree as follows:

1. Provision of Service. Upon Customer’s payment of the applicable Subscription Fees, and subject to the terms of this Agreement, Contract Logix shall make the Service available for use during the applicable subscription term by Customer and its Authorized Users. The Customer’s scope of use of the Service, subscription term, and the associated Subscription Fees shall be detailed in the applicable invoice or order document. The Service shall be used solely for the internal business purposes of Customer in accordance with this Agreement and the applicable invoice or order document. “Service” means Contract Logix’s software-as-a-service applications (and any Improvements thereto) as further described in the applicable invoice or order document, the Documentation and this Agreement. “Agreement” means this Master Subscription Agreement, including the applicable invoice or order document, and any other exhibits, addenda, or attachments hereto. “Authorized Users” means Customer’s employees who are expressly authorized by Customer to use the Service and/or provide Customer Data. “Customer Data” means electronic data or information submitted to the Service by Customer or Authorized Users. “Documentation” means the documentation for the Service generally supplied by Contract Logix to assist its customers in the use of the Service, including user and system administrator guides and manuals. In the event that the parties mutually agree that Contract Logix shall provide any professional services in connection with this Agreement (“Professional Services”), the parties shall enter into a separate written statement of work (each a “SOW”) for such Professional Services.
2. Availability. Contract Logix will use all commercially reasonable efforts to make the Service available to Customer 24 x 7 x 365 with 99.9% uptime (excluding scheduled maintenance).
3. Invoices & Payment.  All Subscription Fees for the Service are based on access rights acquired and not actual usage. “Subscription Fees” means all amounts invoiced and payable by Customer for use of the Service. All Subscription Fees shall be due and payable upon receipt of the applicable invoice. Except as otherwise expressly stated herein, all Subscription Fees are non-cancelable and all payments are non-refundable.  Invoices unpaid more than thirty (30) days after due are subject to interest at the rate of 1.5% per month. All Subscription Fees are subject to an annual increase, at the discretion of the Contract Logix, provided that such fee increase shall not exceed six (6%) percent over the prior year’s fees.
4. Suspension for Non-Payment. If a payment is more than thirty (30) days past due and Contract Logix has provided written notice of such delinquency to Customer, Contract Logix may immediately suspend the Service, without liability to Customer, until such amounts are paid in full.
5. Support. During the Term, Contract Logix shall provide Customer with: (a) online help revisions and supplements containing error corrections as reasonably requested by Customer or as otherwise made generally available to other customers; and (b) telephone, email and online support during its normal business hours (8:00am to 6:00pm Eastern Standard Time) for inquiries directly related to the functionality of the Service itself.
6. Taxes. Fees invoiced pursuant to this Agreement do not include, and may not be reduced to account for, any taxes, which may include local, state, provincial, federal or foreign taxes, withholding taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes (collectively “Taxes”).  Customer is responsible for paying all Taxes imposed on the Service or any other services provided under this Agreement.  If Contract Logix has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be computed and invoiced to, and paid by Customer, unless Customer provides Contract Logix with a valid tax exemption certificate authorized by the appropriate taxing authority.
7. Customer Obligations. Customer shall: (a) have sole responsibility for the accuracy, quality, and legality of all Customer Data; and (b) take all commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Contract Logix promptly of any unauthorized access or use.  Customer shall be liable to Contract Logix for any such unauthorized access or use resulting from any breach by Customer of its obligations under this Agreement. Customer shall not: (i) use the Service in violation of Applicable Laws; (ii) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Malicious Code in connection with the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or (v) attempt to gain access to the Service or its related systems or networks in a manner not set forth in this Agreement. Customer is responsible for its Authorized Users compliance with the Agreement and any breach by its Authorized Users shall be deemed a breach by Customer. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.
8. Proprietary Rights. As between Contract Logix and Customer, Customer owns all right, title and interest to its Customer Data. As between Customer, Contract Logix, and Contract Logix’s licensors, Contract Logix and/or its licensors own all right, title and interest to the Service, Documentation, and other Contract Logix Intellectual Property Rights. “Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under applicable law. Except for the limited rights expressly granted to Customer hereunder, Contract Logix reserves all right, title and interest in and to the Service and all associated software and Documentation, including all related Intellectual Property Rights. Contract Logix shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into its services any Customer Input. “Customer Input” means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its employees and/or Authorized Users relating to the operation or functionality of the Service.  Contract Logix shall have no obligation to make Customer Input an Improvement. “Improvements” means all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation, as developed by Contract Logix and made generally available for Customers’ use. Customer shall have no obligation to provide Customer Input.
9. Restrictions. Customer shall not (i) modify, copy, or create derivative works based on, the Service or Documentation; (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party other than to Authorized Users as permitted herein; (iii) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by Contract Logix in the provision of the Service and Documentation, except to the extent permitted by Applicable Law; (iv) access the Service or Documentation in order to build any commercially available product or service; or (v) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation.
10. Confidentiality. Each party (a “Recipient”) shall use the same degree of care that it uses to protect its own confidential information of like kind (but in no event using less than a reasonable standard of care) to not disclose or use any Confidential Information of the other party (a “Discloser”) except as reasonably necessary to perform Recipient’s obligations or exercise Recipient’s rights pursuant to this Agreement or with the Discloser’s prior written permission. Either party may disclose Confidential Information on a need to know basis to its affiliates, contractors and service providers bound by confidentiality obligations at least as restrictive as those in this section. “Confidential Information” means (a) any software utilized by Contract Logix in the provision of the Service and its respective source code; (b) Customer Data; (c) each party’s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as “confidential” or “proprietary” or the receiving party knows or should reasonably know is confidential or proprietary; and (d) the terms, conditions and pricing of this Agreement (but not its existence or parties). Confidential Information does not include any information that, without Recipient’s breach of an obligation owed to Discloser: (i) is or becomes generally known to the public; (ii) was known to Recipient prior to disclosure by Discloser; (iii) was independently developed by Recipient; or (iv) is received by Recipient from a third party under no obligation of confidentiality to the Discloser.  Customer Data shall not be subject to the exclusions set forth in this definition. To the extent required by Applicable Law, Recipient’s disclosure of Discloser’s Confidential Information shall not be considered a breach of this Agreement provided that Recipient promptly provides Discloser with prior notice of such disclosure (to the extent legally permitted) and reasonable assistance, at Discloser’s cost, if Discloser wishes to contest the disclosure. Discloser shall have the right to seek injunctive relief to enjoin any breach or threatened breach of this section, it being acknowledged by the parties that other remedies may be inadequate.
11. Protection and Security of Customer Data. Contract Logix agrees that it will maintain, during the Term of this Agreement, and for as long as it holds Customer Data, a comprehensive, written information security policy designed to protect such data (the “Security Policy”) that complies with Applicable Laws and industry best practices. Customer Data shall only be used to provide the Service, to prevent or address service or technical problems, verify Improvements to the Service, in accordance with the Agreement, or Customer instructions.  Contract Logix shall have the right to collect, use and distribute aggregated information, analysis, statistics, related benchmarking algorithms and other data generated by the Service (or derived from the Customer’s use of the Service) provided, however, that Contract Logix shall not disclose any such data unless such data is in an aggregated form that would not permit a third party to identify the data as associated with the Customer or any of its Authorized Users.
12. Unauthorized Disclosure. If either party becomes aware of a confirmed Security Breach, such party must promptly notify the other party, unless legally prohibited from doing so, within the period required by Applicable Law. Additionally, each party will reasonably assist the other party in mitigating any potential damage. As soon as reasonably practicable after any Security Breach, Contract Logix shall conduct a root cause analysis and, upon Customer’s written request, will share the results of its analysis and its remediation plan with Customer. Unless prohibited by Applicable Law, each party shall provide the other party with reasonable notice of and the opportunity to review and comment on the content of all public notices, filings, or press releases about a Security Breach that identify the other party by name prior to any such publication. “Security Breach” means any unauthorized use of, loss of, access to or disclosure of, Customer Data.
13. Warranties. Each party warrants that it has the authority to enter into this Agreement and, in connection with its performance of this Agreement, shall comply with all Applicable Laws.  “Applicable Laws” means any local, state, or national laws and/or regulations directly applicable to the respective party in connection with its obligations under this Agreement. Contract Logix warrants that during the Term of the Agreement: (i) the Service shall perform materially in accordance with the Documentation; (ii) the functionality of the Service will not be materially decreased; and (iii) to the best of Contract Logix’s knowledge, the Service does not contain, and Contract Logix will not knowingly introduce, any Malicious Code. In the event of a breach of the Service warranty set forth in (i), (ii) or (iii) above, Contract Logix shall use all commercially reasonable efforts to correct the non-conforming Service at no additional charge to Customer. If applicable, Contract Logix warrants to Customer that any Professional Services delivered under a SOW shall be performed in a good and workmanlike manner. In the event of a breach of such Professional Services warranty, Contract Logix shall use all commercially reasonable efforts to correct the non-conforming Professional Service at no additional charge to Customer. Customer shall notify Contract Logix in writing within thirty (30) days of identifying a deficiency. The remedies set forth in this section shall be Customer’s sole remedy and Contract Logix’s sole liability for breach of these warranties.
14. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTRACT LOGIX MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  CONTRACT LOGIX DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED, NOR AGAINST ANY LOSS OF USE OR DATA. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER.
15. Contract Logix Indemnity. Contract Logix shall defend Customer, at Contract Logix’s expense, from claims, demands, suits, or proceedings made or brought against Customer by a third party (“Claims”) alleging that the Customer’s use of the Service in accordance with this Agreement directly infringes such third party’s valid and enforceable Intellectual Property Rights and shall indemnify and hold Customer harmless against any loss, damage or costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”).  Contract Logix shall have no liability for Claims or Losses to the extent arising from: (a) modification of the Service by anyone other than Contract Logix; (b) use of the Service in a manner inconsistent with this Agreement; or (c) use of the Service in combination with any other product or service not provided by Contract Logix.  If Customer is enjoined from using the Service or Contract Logix reasonably believes it will be enjoined, Contract Logix shall have the right, at its sole option, to obtain for Customer the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to Contract Logix, then the Agreement may be terminated and Contract Logix’s sole liability, in addition to the indemnification obligations herein, shall be to refund any unused prepaid Subscription Fees for the Service that was to be provided after the effective date of termination.
16. Customer Indemnity. Customer shall defend Contract Logix, at Customer’s expense, from any Claim against Contract Logix by a third party alleging that the use of (a) Customer Data, and/or (b) data submitted by Customer and/or its Authorized Users pursuant to its use of the Service as contemplated under this Agreement, violates, infringes or misappropriates such third party’s Intellectual Property Rights or violates any Applicable Law and Customer shall indemnify and hold Contract Logix harmless against any Losses relating to such Claim. “Claims” and “Losses” shall have the same meaning as used in Section 15 above.
17. Indemnity Conditions. The indemnitor’s obligations in Sections 15 and 16 are conditioned on the indemnitee: (a) promptly giving written  notice of the Claim to the indemnitor (although a delay of notice will not relieve the indemnitor of its obligations under this section except to the extent that the indemnitor is prejudiced by such delay); (b) giving the indemnitor sole control of the defense and settlement of the Claim (although indemnitor may not settle any Claim unless it unconditionally releases indemnitee of all liability); and (c) providing to the indemnitor, at the indemnitor’s cost, all reasonable assistance.  Sections 15 and 16 state each indemnitee’s exclusive remedies and the indemnitor’s sole obligations for all third-party Claims related to the subject matter of those respective sections.
18. LIMITATION OF LIABILITY. IN NO EVENT SHALL CONTRACT LOGIX OR ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID AND/OR PAYABLE UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE.
19. EXCLUSION OF DAMAGES. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES, LOSS OF USE OR DATA, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
20. Term.  This Agreement shall commence on the Effective Date and shall continue for a period of twelve (12) months (the “Initial Term”). This Agreement will automatically renew for additional twelve (12) month periods (each a “Renewal Term”), unless a notice of termination is received no less than thirty (30) days prior to the then current term expiration date. The Initial Term and any Renewal Terms shall be collectively referred to herein as the “Term”.
21. Termination. Either party may terminate the Agreement: (i) upon thirty (30) days prior written notice to the other party for a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon termination by Customer for Contract Logix’s uncured material breach pursuant to this section, Contract Logix shall refund Customer any unused prepaid Subscription Fees for the affected Service that was to be provided after the effective date of termination. Termination for any reason shall not relieve Customer of the obligation to pay any Subscription Fees accrued or due and payable to Contract Logix prior to the effective date of termination and termination for any reason other than for uncured material breach by Contract Logix shall not relieve Customer of the obligation to pay all future amounts due.
22. Retrieval of Customer Data. Upon any expiration or termination of the Agreement, Contract Logix will, for a period of up to forty-five (45) days, hold Customer Data (“Retrieval Period”). After such Retrieval Period and subject to Contract Logix’s legal obligations, Contract Logix has no obligation to maintain or provide any Customer Data and shall, unless legally prohibited, delete Customer Data; provided, however, that Contract Logix will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Contract Logix will continue to protect the Customer Data in accordance with the Agreement. Customer Data will be made available in a format mutually agreed upon between the parties (for example, CSV, delimited text or Microsoft Excel). For clarity, during the Term, Customer may extract Customer Data using Contract Logix’s standard web services.
23. General Provisions.
    1. Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Agreement.
    2. Notices. All notices hereunder shall be in writing and shall be given to the address indicated above (or as otherwise directed in writing). Notices shall be given via certified mail, return receipt requested or via recognized overnight delivery service.
    3. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
    4. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence.
    5. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee agrees to be bound in writing by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    6. Governing Law; Waiver of Jury Trial. This Agreement shall be governed exclusively by laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws rules. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
    7. Export. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to proliferation of weapons of mass destruction.
    8. Publicity.  Customer hereby grants to Contract Logix the right to use its logo, service mark, and name in Contract Logix’s marketing materials, including on its website. Such use by Contract Logix shall be limited to a statement that Customer is a user of specific Contract Logix software. Customer agrees to the release of a joint press release announcing the selection of Contract Logix as Customer’s contract management software partner or vendor. Customer shall participate in the preparation of, and approve this press release in writing prior to Contract Logix and/or the Customer releasing it publicly. Any other use of a party’s trade names, service marks, logos, or any other Intellectual Property right related thereto, for advertising or any other purposes, requires the express prior written consent of the other party.
    9. Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.  Customer acknowledges that it has had the opportunity to review all exhibits and attachments hereto. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.  No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Notwithstanding anything to the contrary in this Agreement, no terms or conditions in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.