Galaxy Holdings
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Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date:
This SaaS Subscription Agreement (the “Agreement”) is entered into as of between Galaxy Holdings, a TX LLC located at (the “Provider”), and , located at (the “Customer”). This Agreement governs the Customer's access to and use of the Provider's hosted software service, (the “Service”).
Subject to this Agreement, the Provider grants the Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term for the Customer's internal business purposes. The Customer's subscription is for the plan, which permits up to authorized users. Each user must have unique credentials and may not share them.
The Customer will pay subscription fees of per . Fees are billed in advance and are due within of the invoice date. Except as expressly stated, fees are non-refundable and are not subject to set-off. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. The Provider may adjust fees effective at the start of any Renewal Term on at least thirty (30) days' prior written notice. All fees are exclusive of taxes, which are the Customer's responsibility other than taxes on the Provider's net income.
The Provider will use commercially reasonable efforts to make the Service available at least of the time, measured monthly, excluding scheduled maintenance and events outside the Provider's reasonable control. If the Provider fails to meet this commitment in a given month, the Customer's sole remedy is a service credit calculated under the Provider's then-current service-level policy. The Provider will provide technical support through during .
As between the Parties, the Customer owns all data it submits to the Service (“Customer Data”). The Customer grants the Provider a limited license to host, process, and transmit Customer Data solely to provide and support the Service. The Provider will maintain administrative, physical, and technical safeguards designed to protect Customer Data, consistent with industry standards described in . The Provider will not access or use Customer Data except to provide the Service, prevent or address technical problems, or as required by law. Upon termination, the Provider will make Customer Data available for export for , after which it may delete the data.
The Customer will not (a) resell or provide the Service to third parties except its authorized users; (b) reverse engineer or attempt to derive source code from the Service; (c) introduce malicious code or interfere with the Service's integrity; (d) use the Service to store or transmit unlawful or infringing content; or (e) exceed the usage limits of its plan. The Provider may suspend access as described in Section 8 for violations.
The Service, including all software, documentation, and improvements, is and remains the exclusive property of the Provider. Except for the access rights granted here, no rights are transferred to the Customer. The Provider may use aggregated, de-identified usage data that does not identify the Customer or any individual to operate and improve the Service.
The initial subscription term begins on and continues for (the “Initial Term”). The Agreement will automatically renew for successive periods equal to the Initial Term (each, a “Renewal Term”) unless either Party gives written notice of non-renewal at least before the end of the then-current term. The Initial Term and any Renewal Terms are the “Subscription Term.”
The Provider may suspend the Customer's access if (a) the Customer's account is more than past due after notice; (b) the Customer's use poses a security risk or may harm the Provider or others; or (c) required by law. The Provider will restore access promptly after the cause of suspension is resolved. Either Party may terminate this Agreement for the other's material, uncured breach following thirty (30) days' written notice. On termination, the Customer's access ends and any accrued fees become immediately due.
The Provider warrants that the Service will perform materially in accordance with its then-current documentation. The Customer's exclusive remedy for breach is correction of the non-conformity or, if the Provider cannot do so within a reasonable time, termination and a pro-rata refund of prepaid, unused fees. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS," AND THE PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
EXCEPT FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR THE CUSTOMER'S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR DATA. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED .
This Agreement is governed by the laws of the State of TX, without regard to conflict-of-laws principles. It is the entire agreement between the Parties on its subject matter and supersedes prior agreements. Amendments must be in writing and signed by both Parties. This Agreement may be executed in counterparts and by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: