SaaS Agreement - SMB (Arkansas)

SOFTWARE AS A SERVICE AGREEMENT (SMB)

STATE OF ARKANSAS

TABLE OF CONTENTS

1. Parties and Recitals
2. Definitions
3. Access Rights and Restrictions
4. Service Levels and Support
5. Customer Obligations
6. Fees and Payment
7. Data Protection and Security
8. Intellectual Property and Feedback
9. Confidentiality
10. Warranties and Disclaimers
11. Indemnification
12. Limitations of Liability
13. Term, Renewal, and Termination
14. Beta and Free Trials
15. Compliance
16. Governing Law and Dispute Resolution
17. Miscellaneous
18. Signature Blocks
19. Attachments

1. PARTIES AND RECITALS

This Software as a Service Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date") by and between:

Provider:
Name: [________________________________]
State of Organization: [________________________________]
Principal Address: [________________________________]
Email for Notices: [________________________________]

("Provider")

AND

Customer:
Name: [________________________________]
State of Organization: [________________________________]
Principal Address: [________________________________]
Email for Notices: [________________________________]

("Customer")

Provider and Customer are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider has developed and operates a cloud-based software application that it makes available to customers on a subscription basis as a service;

WHEREAS, Customer desires to subscribe to and access Provider's software application for use in Customer's internal business operations;

WHEREAS, Provider is willing to grant Customer access to the SaaS Platform subject to the terms and conditions of this Agreement and the applicable Order Form(s);

WHEREAS, the Parties intend that this Agreement, together with any Order Forms, the Data Processing Addendum, the Service Level Agreement, the Support Policy, and the Acceptable Use Policy, shall constitute the entire agreement between the Parties regarding the subject matter hereof;

WHEREAS, this Agreement shall be governed by the laws of the State of Arkansas;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

As used in this Agreement, the following capitalized terms have the meanings set forth below:

2.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

2.2 "Acceptable Use Policy" or "AUP" means Provider's policy governing acceptable use of the SaaS Platform, as set forth in Attachment E and as may be updated by Provider from time to time with reasonable prior notice to Customer.

2.3 "Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access and use the SaaS Platform under Customer's account, subject to the Usage Limits.

2.4 "Business Day" means any day other than a Saturday, Sunday, or public holiday in the State of Arkansas.

2.5 "Confidential Information" means all non-public information disclosed by or on behalf of one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, trade secrets, business plans, financial data, customer lists, technical data, product roadmaps, source code, algorithms, and the terms and pricing of this Agreement.

2.6 "Customer Data" means all electronic data, content, and information submitted, uploaded, or transmitted by or on behalf of Customer or its Authorized Users to the SaaS Platform, including Personal Data.

2.7 "Data Processing Addendum" or "DPA" means the data processing terms attached hereto as Attachment D, governing Provider's processing of Personal Data on behalf of Customer.

2.8 "Documentation" means Provider's standard user guides, online help resources, technical specifications, and other materials describing the features, functionality, and use of the SaaS Platform, as updated by Provider from time to time.

2.9 "Downtime" means any period during which the SaaS Platform is unavailable to Customer, excluding Scheduled Maintenance, emergency maintenance communicated to Customer, and outages caused by factors outside Provider's reasonable control (including Customer's internet connectivity, Customer's equipment, or Force Majeure Events).

2.10 "Effective Date" means the date set forth in the preamble of this Agreement.

2.11 "Fees" means the subscription fees, usage-based fees, professional services fees, and any other amounts payable by Customer to Provider under this Agreement and any Order Form.

2.12 "Force Majeure Event" means any event beyond the reasonable control of the affected Party, including acts of God, fire, flood, tornado, earthquake, epidemic, pandemic, war, terrorism, riot, civil commotion, government action or regulation, labor dispute (not involving the affected Party's employees), internet service provider failure, power outage, or third-party telecommunications failure.

2.13 "Intellectual Property" or "IP" means all patents, copyrights, trademarks, service marks, trade secrets, know-how, inventions, moral rights, and all other intellectual property rights, whether registered or unregistered, and all applications and registrations therefor.

2.14 "Malware" means any virus, worm, Trojan horse, ransomware, spyware, adware, or other malicious code designed to disrupt, disable, or harm computer systems or data.

2.15 "Order Form" means each ordering document entered into between the Parties that references this Agreement and specifies the SaaS Platform subscriptions, Usage Limits, Fees, Subscription Term, and other commercial terms.

2.16 "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws, including the Arkansas Personal Information Protection Act (Ark. Code Ann. § 4-110-103).

2.17 "SaaS Platform" or "Service" means the cloud-based software application(s) and related services provided by Provider to Customer as identified in the applicable Order Form.

2.18 "Scheduled Maintenance" means routine maintenance of the SaaS Platform performed by Provider during the designated maintenance window as described in the SLA (Attachment B), of which Provider has given Customer reasonable prior notice.

2.19 "Service Level Agreement" or "SLA" means the service level commitments and remedies set forth in Attachment B.

2.20 "Subscription Term" means the initial subscription period and any renewal periods as specified in the applicable Order Form.

2.21 "Support" means the technical support and maintenance services provided by Provider in accordance with the Support Policy (Attachment C).

2.22 "Updates" means bug fixes, patches, minor enhancements, and new releases of the SaaS Platform that Provider makes generally available to subscribing customers at no additional charge.

2.23 "Usage Limits" means the quantitative limits on Customer's use of the SaaS Platform as specified in the applicable Order Form, including limits on the number of Authorized Users, storage, API calls, or transaction volumes.

3. ACCESS RIGHTS AND RESTRICTIONS

3.1 License Grant

Subject to Customer's compliance with this Agreement and payment of all applicable Fees, Provider hereby grants Customer a non-exclusive, non-transferable (except as provided in Section 17.1), non-sublicensable right to access and use the SaaS Platform during the Subscription Term, solely for Customer's internal business purposes and in accordance with the Documentation and Usage Limits specified in the applicable Order Form.

3.2 Authorized Users

(a) Customer may permit its Authorized Users to access and use the SaaS Platform. Customer shall ensure that each Authorized User maintains unique login credentials and does not share credentials with any other person.

(b) Customer is responsible for all actions taken through Authorized Users' accounts and shall ensure that each Authorized User complies with this Agreement and the AUP.

(c) Customer shall promptly deactivate the credentials of any Authorized User who is no longer authorized to access the SaaS Platform.

3.3 Usage Limits

Customer shall not exceed the Usage Limits. If Customer exceeds the Usage Limits, Provider may: (a) charge Customer for the excess usage at Provider's then-current rates; or (b) require Customer to execute an amended Order Form reflecting the additional usage.

3.4 Restrictions

Customer shall not, and shall not permit any third party to:

(a) Copy, modify, adapt, translate, or create derivative works based on the SaaS Platform or any component thereof;

(b) Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, algorithms, or underlying structure of the SaaS Platform, except to the extent expressly permitted by applicable Arkansas or federal law;

(c) Sublicense, lease, rent, loan, distribute, sell, resell, or otherwise transfer access to the SaaS Platform to any third party;

(d) Use the SaaS Platform for the benefit of any third party, including operating a service bureau, outsourcing arrangement, or time-sharing service;

(e) Remove, alter, or obscure any proprietary notices, labels, or markings on the SaaS Platform or Documentation;

(f) Interfere with or disrupt the integrity or performance of the SaaS Platform or any third-party systems connected thereto;

(g) Attempt to gain unauthorized access to the SaaS Platform, other customers' accounts, or Provider's systems or networks;

(h) Use the SaaS Platform to transmit any Malware or engage in any activity that violates the AUP;

(i) Use the SaaS Platform to store or transmit content that is infringing, defamatory, obscene, or otherwise unlawful;

(j) Publish, disclose, or distribute any benchmarking or performance testing results of the SaaS Platform without Provider's prior written consent;

(k) Allow any competitor of Provider to access the SaaS Platform, where legally permissible to restrict.

3.5 API Access

If the SaaS Platform includes application programming interfaces ("APIs"), Customer may use such APIs solely in accordance with the Documentation and any API-specific terms provided by Provider. Provider reserves the right to impose rate limits, authentication requirements, and other technical restrictions on API usage.

3.6 Third-Party Integrations

Customer may integrate the SaaS Platform with third-party applications, provided that: (a) Customer assumes all risk associated with such integrations; (b) Provider shall have no liability for issues arising from third-party integrations; and (c) Customer shall not hold Provider responsible for the performance, security, or availability of any third-party applications.

4. SERVICE LEVELS AND SUPPORT

4.1 Uptime Commitment

Provider shall use commercially reasonable efforts to maintain a monthly uptime percentage of at least [____]% (the "Uptime Target") for the SaaS Platform, measured and calculated as set forth in the SLA (Attachment B). The Uptime Target excludes Scheduled Maintenance windows and Downtime caused by Force Majeure Events.

4.2 Uptime Measurement

(a) Monthly uptime percentage is calculated as: ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) x 100.

(b) Provider shall maintain monitoring systems to track the availability of the SaaS Platform and shall make uptime reports available to Customer upon reasonable request.

4.3 SLA Credits

(a) If Provider fails to meet the Uptime Target in any calendar month, Customer shall be entitled to SLA credits as follows:

(b) Customer must request SLA credits in writing within thirty (30) days after the end of the month in which the failure occurred.

(c) SLA credits shall be applied against future Fees and shall not exceed the total Fees paid or payable for the affected month. SLA credits are Customer's sole and exclusive remedy for Provider's failure to meet the Uptime Target, unless chronic failure triggers termination rights under Section 13.

4.4 Support Services

Provider shall provide Support in accordance with the Support Policy (Attachment C), which shall include:

(a) Support Hours: [________________________________]

(b) Support Channels: [________________________________] (e.g., email, phone, chat, ticketing system)

(c) Response Times:

4.5 Scheduled Maintenance

Provider shall perform Scheduled Maintenance during the designated maintenance window of [________________________________] (e.g., Sundays 2:00 AM - 6:00 AM CT) and shall provide Customer with at least [____] hours' prior notice. Emergency maintenance may be performed outside the maintenance window with as much advance notice as reasonably practicable.

5. CUSTOMER OBLIGATIONS

5.1 Account Security

(a) Customer shall be responsible for maintaining the confidentiality and security of all login credentials and account information associated with the SaaS Platform.

(b) Customer shall implement reasonable security measures, including multi-factor authentication where available, to prevent unauthorized access to Customer's account.

(c) Customer shall promptly notify Provider of any unauthorized access to or use of Customer's account or any other breach of security.

5.2 Acceptable Use

Customer shall comply with the AUP and shall ensure that all Authorized Users comply. Customer shall not use the SaaS Platform in any manner that violates any applicable federal, state, or local law or regulation, including without limitation the Arkansas Deceptive Trade Practices Act (Ark. Code Ann. § 4-88-101 et seq.).

5.3 Data Accuracy

Customer shall ensure that all Customer Data submitted to the SaaS Platform is accurate, complete, and lawfully obtained, and that Customer has all necessary rights, consents, and permissions to submit such data.

5.4 Cooperation

Customer shall provide reasonable cooperation and assistance to Provider as necessary for Provider to perform its obligations, including timely responses to support requests, access to necessary systems and information, and designation of a primary point of contact.

5.5 System Requirements

Customer shall maintain the hardware, software, internet connectivity, and system configurations necessary to access and use the SaaS Platform as set forth in the Documentation.

5.6 Compliance with Laws

Customer shall use the SaaS Platform in compliance with all applicable laws and regulations, including data protection, export control, and anti-corruption laws.

6. FEES AND PAYMENT

6.1 Subscription Fees

Customer shall pay the subscription Fees as specified in the applicable Order Form. Unless otherwise stated, subscription Fees are invoiced:

☐ Annually in advance
☐ Quarterly in advance
☐ Monthly in advance

6.2 Usage-Based Fees

If applicable, Customer shall pay usage-based Fees for usage exceeding the Usage Limits, calculated at the rates specified in the Order Form. Provider shall provide Customer with access to usage reports and shall invoice usage-based Fees [________________________________] (e.g., monthly in arrears).

6.3 Professional Services Fees

Fees for any professional services (implementation, training, customization, consulting) shall be set forth in a separate statement of work or the Order Form.

6.4 Invoicing and Payment Terms

(a) Provider shall invoice Customer in accordance with the billing frequency specified in the Order Form.

(b) All invoices are due and payable within [____] days of the invoice date (the "Payment Period"), unless otherwise specified in the Order Form.

(c) All payments shall be made in United States dollars by the payment method specified in the Order Form.

(d) Except as expressly set forth in this Agreement, all Fees are non-refundable.

6.5 Late Payment

(a) Overdue amounts shall bear interest at the rate of [____]% per month (or [____]% per annum), or the maximum rate permitted under Arkansas law, whichever is less.

(b) Arkansas Interest Rate Limitation: Under Amendment 89 to the Arkansas Constitution and Ark. Code Ann. § 4-57-104, the maximum lawful rate of interest on any contract shall not exceed five percent (5%) per annum above the Federal Reserve Discount Rate at the time of the contract. For consumer loans, the cap is seventeen percent (17%) per annum. The Parties acknowledge that the late payment interest rate specified herein shall not exceed the maximum rate permitted under Arkansas law. Any interest charged in excess of the lawful maximum shall be automatically reduced to the maximum lawful rate, and any excess amounts previously collected shall be credited to amounts due hereunder.

(c) Customer shall also reimburse Provider for all reasonable costs of collection, including attorneys' fees, incurred as a result of Customer's failure to pay.

6.6 Taxes

(a) All Fees are exclusive of taxes. Customer shall be responsible for all sales, use, value-added, withholding, and other taxes imposed on the transactions contemplated by this Agreement, excluding taxes based on Provider's net income.

(b) Arkansas SaaS Tax Note: As of the date of this Agreement, cloud-based SaaS accessed remotely without download is generally not subject to Arkansas sales tax, as Arkansas does not classify SaaS as tangible personal property or a specified digital product. However, if SaaS is delivered via download or on tangible media, sales tax may apply. The Parties shall cooperate to determine the appropriate tax treatment and shall adjust tax obligations if the applicable tax authority issues guidance changing the taxability of SaaS in Arkansas.

(c) If Provider is required by law to collect taxes from Customer, Provider shall include such taxes on the applicable invoice, and Customer shall pay such taxes in addition to the Fees.

6.7 Price Increases

(a) Provider may increase subscription Fees upon renewal by providing Customer with at least [____] days' written notice prior to the start of the renewal Subscription Term.

(b) Any price increase shall not exceed [____]% of the Fees for the immediately preceding Subscription Term, unless otherwise agreed in writing.

6.8 Disputed Invoices

(a) Customer may dispute any invoice or portion thereof in good faith by providing written notice to Provider within [____] days of the invoice date, specifying the disputed amount and basis.

(b) Customer shall pay all undisputed amounts by the due date. The Parties shall use good-faith efforts to resolve any invoice dispute within thirty (30) days.

(c) Provider shall not suspend or terminate Customer's access solely due to Customer's good-faith dispute of an invoice, provided Customer has paid all undisputed amounts.

7. DATA PROTECTION AND SECURITY

7.1 Security Safeguards

Provider shall implement and maintain administrative, technical, and physical security safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, destruction, or loss, in accordance with industry standards and the DPA (Attachment D). Such safeguards shall include, without limitation:

(a) Encryption of Customer Data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent);

(b) Access controls, including role-based access, least-privilege principles, and multi-factor authentication for Provider personnel;

(c) Regular vulnerability assessments and penetration testing;

(d) Intrusion detection and prevention systems;

(e) Audit logging and monitoring of access to Customer Data;

(f) Employee background checks and security awareness training;

(g) Physical security controls for data centers;

(h) Incident response and business continuity / disaster recovery plans.

7.2 Compliance Certifications

Provider shall maintain, at a minimum:

☐ SOC 2 Type II certification
☐ ISO 27001 certification
☐ Other: [________________________________]

Provider shall make current compliance reports or certifications available to Customer upon reasonable request, subject to Provider's reasonable confidentiality requirements.

7.3 Data Breach Notification - Arkansas Requirements

(a) Provider shall notify Customer of any confirmed Security Breach affecting Customer Data without unreasonable delay and in no event later than [____] hours after Provider's determination that a Security Breach has occurred.

(b) Arkansas Personal Information Protection Act (Ark. Code Ann. § 4-110-105): Arkansas law requires disclosure of a security breach to affected Arkansas residents in the most expedient time and manner possible and without unreasonable delay, but no later than forty-five (45) days after discovery of the breach. If the breach affects more than one thousand (1,000) individuals, notification must also be made to the Arkansas Attorney General within the same forty-five (45) day period.

(c) Provider shall cooperate with Customer in: (i) investigating the nature and scope of the Security Breach; (ii) identifying affected individuals; (iii) preparing and delivering required notifications; (iv) mitigating the effects of the Security Breach; and (v) complying with all applicable breach notification obligations under Arkansas law.

(d) Provider's notification to Customer shall include, to the extent known: (i) a description of the Security Breach; (ii) the type of Personal Data affected; (iii) the estimated number of individuals affected; (iv) the measures taken or proposed to address the Security Breach; and (v) contact information for Provider's designated security representative.

7.4 Data Processing

(a) Provider shall process Customer Data only in accordance with Customer's documented instructions and this Agreement, including the DPA.

(b) Provider shall not access, use, or disclose Customer Data except as necessary to provide the SaaS Platform and perform its obligations under this Agreement, or as required by applicable law.

7.5 Sub-Processors

(a) Customer hereby provides general authorization for Provider to engage sub-processors, subject to Provider: (i) maintaining a current list of sub-processors available to Customer; (ii) providing Customer with at least [____] days' prior written notice before engaging a new sub-processor; and (iii) entering into binding written agreements with each sub-processor imposing data protection obligations no less protective than those in this Agreement and the DPA.

(b) Customer may object to a new sub-processor by providing written notice within [____] days of receiving notice. If the Parties cannot resolve the objection, Customer may terminate the affected Order Form without penalty.

7.6 Data Location

Provider shall store and process Customer Data in the United States, unless otherwise agreed in writing. Provider shall not transfer Customer Data to any jurisdiction outside the United States without Customer's prior written consent.

7.7 Incident Response

Provider shall maintain and test an incident response plan at least annually. Provider shall conduct post-incident reviews for all material Security Breaches and share remediation findings with Customer upon request.

8. INTELLECTUAL PROPERTY AND FEEDBACK

8.1 Provider Intellectual Property

As between the Parties, Provider retains all right, title, and interest in and to the SaaS Platform, Documentation, and all related Intellectual Property, including all Updates, modifications, enhancements, and derivative works thereof. Nothing in this Agreement transfers or assigns any ownership interest in Provider's IP to Customer.

8.2 Customer Intellectual Property

As between the Parties, Customer retains all right, title, and interest in and to Customer Data and all Customer Intellectual Property. Provider acquires no rights in Customer Data except the limited rights expressly granted herein.

8.3 Usage Data

Provider may collect, use, and disclose aggregated and anonymized data derived from Customer's use of the SaaS Platform ("Usage Data"), provided that such Usage Data: (a) does not identify Customer, any Authorized User, or any individual; (b) does not include Customer Data in identifiable form; and (c) is used solely for Provider's legitimate business purposes, including product improvement, benchmarking, and analytics.

8.4 Feedback

If Customer provides Provider with suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the SaaS Platform ("Feedback"), Customer hereby grants Provider a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback without restriction or obligation to Customer.

8.5 No Implied Rights

Except for the rights expressly granted in this Agreement, neither Party grants the other any rights or licenses, express or implied, by estoppel or otherwise, to any Intellectual Property.

9. CONFIDENTIALITY

9.1 Confidentiality Obligations

Each Party agrees that during the term of this Agreement and for a period of [____] years after its expiration or termination, the Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent, except as permitted herein; (c) use such Confidential Information solely for exercising its rights and performing its obligations under this Agreement; and (d) protect such Confidential Information using at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

9.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information to its employees, contractors, advisors, and agents who: (a) have a need to know for the purposes of this Agreement; and (b) are bound by confidentiality obligations no less restrictive than those herein. The Receiving Party shall be liable for any breach of this Section by its employees, contractors, advisors, or agents.

9.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party's possession prior to disclosure, as evidenced by written records; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is lawfully received from a third party without restriction on disclosure.

9.4 Compelled Disclosure

If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, the Receiving Party shall: (a) provide the Disclosing Party with prompt written notice (to the extent legally permitted); (b) cooperate with the Disclosing Party's efforts to obtain a protective order; and (c) disclose only that portion legally required.

9.5 Trade Secrets - Arkansas Law

(a) To the extent any Confidential Information constitutes a trade secret under the Arkansas Trade Secrets Act (Ark. Code Ann. § 4-75-601 et seq.), the confidentiality obligations with respect to such trade secret shall continue for as long as such information remains a trade secret under applicable law, regardless of the expiration of the time-limited confidentiality period in Section 9.1.

(b) The Parties acknowledge that the Arkansas Trade Secrets Act provides for injunctive relief and damages for misappropriation, and that such remedies shall be in addition to any other remedies available under this Agreement.

9.6 Return or Destruction

Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing, except that the Receiving Party may retain one archival copy solely for legal and compliance purposes, subject to continuing confidentiality obligations.

10. WARRANTIES AND DISCLAIMERS

10.1 Provider Warranties

Provider represents and warrants that:

(a) Conformance: The SaaS Platform shall materially conform to the Documentation and perform substantially in accordance with the specifications described therein during the Subscription Term;

(b) Professional Services: Any professional services shall be performed in a professional and workmanlike manner by qualified personnel;

(c) No Malware: Provider shall use commercially reasonable efforts to ensure the SaaS Platform does not contain any Malware at the time it is made available to Customer;

(d) Authority: Provider has the full power and authority to enter into this Agreement and grant the rights and licenses granted herein;

(e) Non-Infringement: To Provider's knowledge, the SaaS Platform, when used in accordance with this Agreement, does not infringe any third party's Intellectual Property rights;

(f) Compliance with Laws: Provider shall perform its obligations in compliance with all applicable laws, including the Arkansas Personal Information Protection Act (Ark. Code Ann. § 4-110-101 et seq.).

10.2 Customer Warranties

Customer represents and warrants that:

(a) Customer has the full power and authority to enter into this Agreement;

(b) Customer's use of the SaaS Platform and submission of Customer Data shall comply with all applicable laws and shall not infringe any third party's rights;

(c) Customer has obtained all necessary consents and permissions for the processing of Personal Data submitted to the SaaS Platform.

10.3 Warranty Remedies

If the SaaS Platform fails to conform to the warranty in Section 10.1(a), Customer shall notify Provider in writing, and Provider shall, at its option: (a) correct the non-conformity; or (b) provide a workaround achieving substantially the same functionality. If Provider is unable to correct the non-conformity or provide a workaround within [____] days, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid Fees for the unused Subscription Term.

10.4 Disclaimer of Implied Warranties

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 10, AND TO THE MAXIMUM EXTENT PERMITTED BY ARKANSAS LAW, INCLUDING THE ARKANSAS UCC (ARK. CODE ANN. § 4-1-101 ET SEQ.), THE SAAS PLATFORM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

10.5 Consumer Protection Carve-Out

Nothing in this Agreement shall be construed to waive, limit, or otherwise affect any rights Customer may have under the Arkansas Deceptive Trade Practices Act (Ark. Code Ann. § 4-88-101 et seq.) to the extent such rights cannot be waived or limited by contract under Arkansas law.

11. INDEMNIFICATION

11.1 Provider Indemnification (IP Indemnity)

Provider shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, agents, successors, and assigns ("Customer Indemnitees") from and against any third-party claim, suit, or proceeding ("Claim") alleging that Customer's use of the SaaS Platform in accordance with this Agreement infringes or misappropriates such third party's patent, copyright, trademark, or trade secret rights, and shall pay all damages, costs, and expenses (including reasonable attorneys' fees) finally awarded or agreed to in settlement.

11.2 IP Indemnity Exclusions

Provider shall have no obligation under Section 11.1 for any Claim arising from: (a) Customer Data or content provided by Customer; (b) modifications to the SaaS Platform made by anyone other than Provider; (c) Customer's use of the SaaS Platform in combination with products or services not provided by Provider, where the infringement would not have occurred but for such combination; (d) Customer's use of a superseded version where the infringement would have been avoided by using a current version; or (e) Customer's use of the SaaS Platform in violation of this Agreement.

11.3 IP Indemnity Remedies

If the SaaS Platform becomes or is likely to become the subject of an infringement Claim, Provider may, at its option: (a) procure the right for Customer to continue using the SaaS Platform; (b) replace or modify it to become non-infringing without materially diminishing functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Order Form and refund prepaid Fees for the unused Subscription Term.

11.4 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, successors, and assigns ("Provider Indemnitees") from any third-party Claim arising from: (a) Customer Data submitted to the SaaS Platform; (b) Customer's violation of the AUP; (c) Customer's breach of this Agreement; or (d) Customer's violation of applicable law.

11.5 Indemnification Procedure

(a) The indemnified Party shall promptly notify the indemnifying Party in writing. Failure to provide prompt notice shall not relieve the indemnifying Party of its obligations except to the extent materially prejudiced.

(b) The indemnifying Party shall have sole control over the defense and settlement, provided that: (i) settlement shall not impose obligations on the indemnified Party or admit fault without its consent; and (ii) the indemnified Party may participate at its own expense.

(c) The indemnified Party shall provide reasonable cooperation at the indemnifying Party's expense for out-of-pocket costs.

11.6 Sole Remedy

This Section 11 states the indemnifying Party's sole liability and the indemnified Party's sole remedy for third-party Claims described herein.

12. LIMITATIONS OF LIABILITY

12.1 Liability Cap

EXCEPT FOR THE OBLIGATIONS IN SECTION 12.3 (CARVE-OUTS), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE [____]-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (THE "LIABILITY CAP").

12.2 Exclusion of Consequential Damages

EXCEPT FOR THE OBLIGATIONS IN SECTION 12.3 (CARVE-OUTS), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Carve-Outs

The limitations in Sections 12.1 and 12.2 shall not apply to:

(a) A Party's indemnification obligations under Section 11;

(b) A Party's breach of confidentiality obligations under Section 9;

(c) A Party's willful misconduct or gross negligence;

(d) Customer's payment obligations under Section 6;

(e) Provider's obligations under the DPA with respect to data security and breach notification;

(f) Any liability that cannot be limited or excluded under applicable Arkansas law.

12.4 Essential Purpose

THE LIMITATIONS SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN.

12.5 Arkansas Law Compliance

The limitations and exclusions shall apply to the fullest extent permitted by the laws of the State of Arkansas.

13. TERM, RENEWAL, AND TERMINATION

13.1 Agreement Term

This Agreement commences on the Effective Date and continues until all Order Forms have expired or been terminated, unless earlier terminated in accordance with this Section 13.

13.2 Subscription Term and Renewal

The initial Subscription Term shall be as specified in the Order Form. Unless otherwise stated, each Subscription Term shall automatically renew for successive periods of equal length unless either Party provides written notice of non-renewal at least [____] days prior to the end of the then-current Subscription Term.

13.3 Termination for Convenience

Either Party may terminate an Order Form for convenience by providing [____] days' prior written notice. If Customer terminates for convenience, Customer shall pay all Fees accrued through the effective date of termination but shall not be entitled to a refund of prepaid Fees unless specified in the Order Form.

13.4 Termination for Cause

Either Party may terminate this Agreement or any Order Form immediately upon written notice if:

(a) The other Party commits a material breach and fails to cure within [____] days after written notice (or [____] days for payment defaults);

(b) The other Party becomes the subject of a voluntary or involuntary bankruptcy petition not dismissed within sixty (60) days;

(c) The other Party ceases to do business in the ordinary course or admits in writing its inability to pay debts as they become due.

13.5 Suspension Rights

(a) Provider may suspend Customer's access upon [____] days' written notice if: (i) Customer fails to pay undisputed Fees when due; (ii) Customer's use violates the AUP or poses a security risk; or (iii) suspension is required by law or court order.

(b) Provider shall limit the scope and duration of any suspension and shall promptly restore access upon Customer's cure.

13.6 Effect of Termination

Upon termination or expiration:

(a) Customer's right to access and use the SaaS Platform shall immediately cease;

(b) Customer shall pay all Fees accrued through the effective date of termination;

(c) Each Party shall return or destroy Confidential Information per Section 9.6;

(d) Provider shall make Customer Data available for export for [____] days following termination. After such period, Provider shall delete all Customer Data per the DPA, unless retention is required by law.

13.7 Survival

Sections 2, 6 (accrued obligations), 7.3, 8, 9, 10.4, 11, 12, 13.6, 13.7, 16, and 17 shall survive termination or expiration.

14. BETA AND FREE TRIALS

14.1 Trial Access

Provider may make available beta features, pilot programs, or free trial access ("Trial Services") for evaluation purposes only.

14.2 Trial Terms

(a) Trial Services are provided "AS IS" without any warranty, SLA, indemnity, or support obligation.

(b) Provider may modify, suspend, or discontinue Trial Services at any time without notice or liability.

(c) The trial period shall be as specified by Provider and shall terminate at the end of the trial period unless converted to a paid subscription.

14.3 Data Handling

Upon termination of Trial Services, Provider may delete all Customer Data associated with the trial unless Customer converts to a paid subscription.

14.4 Feedback

Any Feedback provided during the trial period shall be subject to Section 8.4.

15. COMPLIANCE

15.1 Acceptable Use Policy

Customer shall comply with the AUP (Attachment E). Provider may update the AUP with reasonable prior notice. Material changes adversely affecting Customer's use shall be subject to the notice requirements in Section 17.7.

15.2 Export Controls and Sanctions

(a) Each Party shall comply with all applicable export control laws, including the U.S. Export Administration Regulations (15 CFR Parts 730-774) and ITAR (22 CFR Parts 120-130).

(b) Customer shall not access the SaaS Platform from any country subject to comprehensive U.S. sanctions or provide access to any person on U.S. government restricted party lists, including the SDN List and the Entity List.

15.3 Anti-Corruption

(a) Each Party shall comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. § 78dd-1 et seq.).

(b) Neither Party shall make any facilitation payments or improper payments in connection with this Agreement.

(c) Each Party shall maintain accurate books and records.

15.4 Accessibility

Provider shall use commercially reasonable efforts to make the SaaS Platform accessible in accordance with Section 508 of the Rehabilitation Act and WCAG 2.1 Level AA, as applicable.

15.5 Arkansas Regulatory Requirements

Customer acknowledges that certain industries regulated under Arkansas law may impose additional requirements on software and cloud services. Customer is solely responsible for ensuring compliance with any industry-specific or regulatory requirements applicable to Customer's business.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas, without giving effect to any principles of conflicts of law.

16.2 Venue

Any legal action or proceeding arising out of this Agreement shall be brought exclusively in the state courts of Pulaski County, Arkansas, or the United States District Court for the Eastern District of Arkansas (Little Rock Division). Each Party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum or lack of jurisdiction.

16.3 Escalation Procedure

Before initiating formal legal action (other than actions seeking injunctive or equitable relief), the Parties shall attempt to resolve disputes through the following escalation procedure:

(a) Step 1 - Operational Contacts: The Parties' designated operational contacts shall meet within ten (10) Business Days of written notice and attempt resolution in good faith.

(b) Step 2 - Executive Escalation: If not resolved within twenty (20) Business Days, the matter shall be escalated to senior executives who shall meet within ten (10) Business Days.

(c) Step 3 - Mediation (Optional): If not resolved within twenty (20) Business Days of Step 2, either Party may propose non-binding mediation in Little Rock, Arkansas, with costs shared equally.

16.4 Jury Waiver

IMPORTANT ARKANSAS-SPECIFIC NOTICE: In Tilley v. Malvern National Bank, 2017 Ark. 343 (2017), the Arkansas Supreme Court held that pre-dispute contractual jury trial waivers are generally unenforceable under the Arkansas Constitution (Article 2, Section 7). The Legislature subsequently enacted Ark. Code Ann. § 16-30-104, which provides a statutory basis for contractual jury trial waivers in certain contracts to borrow or lend money. The applicability of this statute to SaaS agreements may be subject to judicial interpretation.

TO THE FULLEST EXTENT PERMITTED BY ARKANSAS LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES THAT: (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THIS WAIVER; (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS; (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY THE MUTUAL WAIVERS IN THIS SECTION. THE PARTIES ACKNOWLEDGE THAT THE ENFORCEABILITY OF THIS PROVISION MAY BE SUBJECT TO JUDICIAL REVIEW UNDER ARKANSAS LAW.

16.5 Attorneys' Fees

In any action arising out of this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, court costs, and litigation expenses.

16.6 Injunctive Relief

Either Party may seek injunctive or equitable relief from any court of competent jurisdiction to prevent irreparable harm or enforce its rights under Sections 3, 8, or 9, without posting a bond or proving actual damages.

17. MISCELLANEOUS

17.1 Assignment

Neither Party may assign this Agreement without the other Party's prior written consent (not unreasonably withheld); provided, however, that either Party may assign without consent to an Affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets, so long as the assignee assumes all obligations. Any purported assignment in violation of this Section shall be void.

17.2 Subcontracting

Provider may subcontract its obligations, provided that Provider shall remain fully responsible for the performance of its subcontractors and their compliance with this Agreement.

17.3 Notices

All notices shall be in writing and deemed given: (a) upon personal delivery; (b) one (1) Business Day after deposit with a nationally recognized overnight courier; (c) three (3) Business Days after deposit in U.S. mail, certified, return receipt requested; or (d) upon confirmation of receipt if sent by email to the addresses in the preamble or Order Form. Either Party may change its notice address by written notice.

17.4 Force Majeure

(a) Neither Party shall be liable for any failure or delay in performing its obligations (other than payment obligations) caused by a Force Majeure Event.

(b) The affected Party shall: (i) promptly notify the other Party; (ii) use commercially reasonable efforts to mitigate the effects; and (iii) resume performance as soon as reasonably practicable.

(c) If a Force Majeure Event prevents performance for more than [____] consecutive days, either Party may terminate the affected Order Form without liability.

17.5 Order of Precedence

In the event of a conflict, the following order of precedence shall apply (highest to lowest): (a) DPA / Security Addendum (Attachment D); (b) Main body of this Agreement; (c) Order Form (Attachment A); (d) SLA (Attachment B); (e) Support Policy (Attachment C); (f) AUP (Attachment E).

17.6 Severability

If any provision is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the Parties' original intent.

17.7 Amendments

This Agreement may not be amended except by a written instrument signed by authorized representatives of both Parties.

17.8 Waiver

The failure of either Party to enforce any provision shall not constitute a waiver. All waivers must be in writing and signed by the waiving Party.

17.9 Entire Agreement

This Agreement, together with all Order Forms and attachments, constitutes the entire agreement between the Parties and supersedes all prior agreements, proposals, and understandings.

17.10 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original.

17.11 Electronic Signatures

This Agreement may be executed by electronic signature, valid and enforceable under the Arkansas Uniform Electronic Transactions Act (Ark. Code Ann. § 25-32-101 et seq.) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.).

17.12 Headings

Headings are for convenience only and shall not affect interpretation.

17.13 Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. No third party shall have any right, benefit, or remedy hereunder.

17.14 Relationship of the Parties

The Parties are independent contractors. Nothing herein shall create a partnership, joint venture, agency, or employment relationship.

17.15 Publicity

Neither Party shall use the other Party's name, logo, or trademarks without prior written consent, except that Provider may include Customer's name in its customer list subject to Customer's trademark guidelines.

17.16 Construction

This Agreement shall be construed fairly and not presumptively against the drafter. "Including" means "including, without limitation."

18. SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

PROVIDER:

CUSTOMER:

19. ATTACHMENTS

The following attachments are incorporated into and form part of this Agreement:

• Attachment A: Order Form - Specifies subscriptions, Usage Limits, Fees, Subscription Term, and commercial terms.

• Attachment B: Service Level Agreement (SLA) - Uptime commitments, measurement methodology, SLA credit calculations, and remedies.

• Attachment C: Support Policy - Support hours, channels, severity levels, response times, escalation procedures, and maintenance windows.

• Attachment D: Data Processing Addendum (DPA) / Security Addendum - Processing of Personal Data, security safeguards, breach notification, sub-processor management, and data subject rights.

• Attachment E: Acceptable Use Policy (AUP) - Prohibited uses, content standards, and enforcement.

ATTACHMENT A: ORDER FORM (TEMPLATE)

ATTACHMENT B: SERVICE LEVEL AGREEMENT (TEMPLATE)

1. Uptime Target: [____]% monthly uptime

2. Measurement Period: Calendar month

3. Exclusions: Scheduled Maintenance, Force Majeure Events, Customer-caused outages, third-party service failures

4. SLA Credit Table:

5. Credit Request Procedure: Written request within 30 days of affected month-end

6. Maximum Credit: Credits shall not exceed 100% of Fees for the affected month

7. Chronic Failure: If uptime falls below [____]% for [____] consecutive months, Customer may terminate

ATTACHMENT C: SUPPORT POLICY (OUTLINE)

1. Support Hours: [________________________________]

2. Support Channels: [________________________________]

3. Severity Definitions and Response Times: (See Section 4.4)

4. Escalation Procedures:

• Level 1: Support engineer
• Level 2: Senior engineer / team lead
• Level 3: Engineering management
• Level 4: Executive escalation

5. Maintenance Windows: [________________________________]

6. Release Management: [________________________________]

ATTACHMENT D: DATA PROCESSING ADDENDUM (SUMMARY)

1. Scope: Processing of Personal Data by Provider on behalf of Customer

2. Roles: Customer as data controller; Provider as data processor

3. Processing Instructions: As documented in this Agreement and Customer's written instructions

4. Security Measures: As described in Section 7.1

5. Sub-Processors: As described in Section 7.5

6. Breach Notification: As described in Section 7.3

7. Data Subject Rights: Provider shall assist Customer in responding to data subject requests

8. Data Deletion/Return: As described in Section 13.6

9. Arkansas Compliance: Provider shall comply with the Arkansas Personal Information Protection Act (Ark. Code Ann. § 4-110-101 et seq.)

ATTACHMENT E: ACCEPTABLE USE POLICY (OUTLINE)

1. Prohibited Activities:

• Unauthorized access or interference with the SaaS Platform
• Distribution of Malware or malicious code
• Sending unsolicited commercial communications (spam)
• Activities that violate applicable law
• Activities that infringe third-party rights

2. Content Standards:

• No unlawful, defamatory, obscene, or harmful content
• No content that infringes intellectual property rights
• No content that violates privacy rights

3. Resource Usage:

• No excessive consumption of computing resources
• No automated scraping or data extraction beyond permitted API usage

4. Enforcement:

• Provider may suspend access for AUP violations
• Provider shall provide notice and opportunity to cure where practicable
• Repeated violations may result in termination

This template is provided for informational purposes only and does not constitute legal advice. Legal counsel licensed in the State of Arkansas should review and customize this Agreement before execution. Laws and regulations change frequently; verify all statutory citations are current before use.