MASTER SUBSCRIPTION AGREEMENT
1. Subscription & Access
- Provider grants Customer a non-exclusive, non-transferable right to access the SaaS Services.
2. Platform Features & AI Functionality
- Provider's Services may include AI features documented in Schedule AI-1.
- Provider will not use Customer Data to train AI models without written consent.
- Illinois AI Disclosure Act: Provider shall comply with applicable AI disclosure requirements.
3. Implementation & Support
- Per Schedules PS-1 and SUP-1.
4. Fees & Payment
- Late payments accrue interest per 815 ILCS 205/2.
5. Proprietary Rights
- Provider retains IP; Customer retains rights in Customer Data.
6. Customer Obligations
- Customer shall not reverse engineer the Services.
7. Warranties & Service Credits
- TO THE EXTENT PERMITTED BY ILLINOIS LAW, PROVIDER DISCLAIMS IMPLIED WARRANTIES.
8. Confidentiality
- Illinois Trade Secrets Act (765 ILCS 1065/) governs trade secret claims.
9. Data Protection, Security & AI Governance
- Illinois Data Breach Notification: Provider shall comply with 815 ILCS 530/ in the most expedient time possible.
- Illinois BIPA: If biometric data is collected, Provider shall comply with 740 ILCS 14/.
- Provider shall perform AI impact assessments.
10. Mutual Indemnification
- Mutual indemnification for third-party claims.
11. Limitation of Liability
- Each Party's aggregate liability is limited to [MULTIPLE] times the fees paid in twelve (12) months.
12. Export Control, Sanctions & Compliance
- Compliance with Illinois Consumer Fraud and Deceptive Business Practices Act (815 ILCS 505/).
13. Term & Termination
- Termination for material breach uncured within [DAYS] days.
14. General Provisions
- Governing Law: Laws of the State of Illinois.
- Venue: State or federal courts in [Cook County], Illinois.
- Jury Waiver: TO THE FULLEST EXTENT PERMITTED BY ILLINOIS LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
- Electronic Signatures: Illinois Electronic Commerce Security Act (5 ILCS 175/) governs.
Schedules & Exhibits
- Schedule OF-1, SLA-1, SUP-1, PS-1, DPA-1, AI-1, SEC-1
SIGNATURE BLOCK
☐ Provider has reviewed and agrees to the terms
☐ Customer has reviewed and agrees to the terms
| Provider | Customer |
|---|---|
| By: __________________________ | By: __________________________ |
| Name: [NAME] | Name: [NAME] |
| Title: [TITLE] | Title: [TITLE] |
| Date: [DATE] | Date: [DATE] |