Subscription Service Agreement

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Subscription Service Agreement Powered By Docstoc
					This is an agreement between a website and a subscriber that wants to use the
website’s services. The parties can customize this agreement to specify the service the
website provides and the amount of the one-time subscription fee. This document
contains numerous standard provisions that are commonly included in these types of
agreements, and may be customized to fit the specific needs of the contracting parties.
This agreement can be used by small businesses or other entities that offer a service
over the internet and want to enter into an agreement with subscribers.
                 SUBSCRIPTION SERVICE AGREEMENT

This Subscriber Agreement (hereinafter “the Agreement” is entered into and effective as of
[insert date] by and between by and between the following parties:

[Insert Name of Company] (hereinafter “Company”) having its physical place of business at
___________________________________; and

[Insert Name of Subscriber] (hereinafter “Subscriber”) its physical place of business            at
_______________________ _______ ____,collectively referred to as the “Parties”.


      WHEREAS, Company provides certain services via a website (“Website”) to
___________________ (the "Services"); and

       WHEREAS, Subscriber desires to use the Services upon the terms contained herein.

1.      THE SERVICE. Company will provide the Subscriber with the use of the
_____________________               (the        “Service”).       The       Service       includes
_____________________________________(describe). The Subscriber’s sign-up and
registration for, or use of, the Service shall be deemed to be agreement by the Subscriber to abide
by all the terms and conditions of this Agreement.

2.      TERM. The initial term of this Agreement shall be twelve (12) months from the
Effective Date (the "Initial Term").Thereafter, this Agreement shall automatically renew for
additional one (1) year terms ("Renewal Terms") unless Company notifies Subscriber in writing
no later than thirty (30) days prior to the expiration of the then current Term that it desires to
terminate the Agreement (collectively, the Initial Term and any Renewal Terms constitute the
"Term"). Any decision to renew and/or allow an Agreement to expire is entirely within
Company’s discretion

3.     SUBSCRIPTION FEE. A one-time Subscription Fee of $_________ is due upon
execution of this Agreement.

4.     SERVICE ACCESS AND AVAILABILITY. The Subscriber shall be solely
responsible for obtaining and maintaining all computer hardware, software and communications
equipment needed to access the Service, and for paying all third-party access charges incurred
while using the Service. Company warrants that the Service will have 100% service availability
and uptime reliability. If the Service experiences a downtime, the Subscriber will be entitled to a
refund of the Monthly Usage Fee equal to the reported downtime as a percent of the total
monthly uptime. Subscriber must send proof such downtime within 5 days of the occurrence
however, Company shall not be liable for any refunds for planned outages in which Company
provides at least 24 hours advanced notice.
5.      SECURITY. Subscriber shall notify Company immediately of any unauthorized use of
its account (including, if applicable, the passwords and accounts of each user accessing the
Service by means of an account established by Subscriber) or any other breach of security.
Company will not be liable for any loss or damage arising from Subscriber’s failure to comply
with these requirements.

6.     ACCURATE SUBSCRIBER INFORMATION.                            Subscriber agrees to provide
Company with accurate billing and contact information, including legal name, company name (if
applicable), street address, telephone number, and Email address. The Subscriber also agrees to
notify Company of any changes to this information within 30 days. Company reserves the right
to terminate Subscriber access to the Service, without any obligation to return Subscriber data, if
the Subscriber provides false or fraudulent contact or billing information

7.      PROPRIETARY SOFTWARE AND LICENSE. Subscriber acknowledges, and
agrees, that the Service uses proprietary software (the “Software”) owned or licensed by
Company, and the Subscriber is being granted an individual, limited, non-exclusive, non-
transferable license to use the Software subject to the terms and conditions of this Agreement.
The Subscriber acknowledges, and agrees, that the Subscriber, its employees and agents, are
expressly prohibited, directly or indirectly, from attempting to discover the source code,
underlying algorithms, or technology of the Software; renting, leasing, selling, assigning, or
transferring rights to the Software; modifying or making derivative works based on the Software;
or using the Software in any service bureau or timeshare capacity. The Subscriber acknowledges,
and agrees, that Company retains exclusive ownership throughout the world of its Software,
including portions or copies, and all rights not expressly granted to the Subscriber are reserved
by Company.

8.       USE RESTRICTIONS. Subscriber may not use the Service for spamming, chain
letters, junk mail or distribution lists to contact any person who has not given specific
permission to be included in such list. Subscriber agree not to transmit, or permit Subscriber’s
employees to transmit, through the Service any unlawful, harassing, libelous, abusive,
threatening, vulgar, obscene or otherwise reasonably objectionable material of any kind.
Subscriber agree to only use the Service for purposes authorized herein, in compliance with all
applicable laws including, without limitations, copyright, trademark, obscenity and defamation
laws. Unlawful activities may include (without limit) storing, distributing or transmitting any
unlawful material, attempting to compromise the security of any networked account or site, or
making direct threats of physical harm. SUBSCRIBER AGREES TO DEFEND, INDEMNIFY
AND HOLD COMPANY HARMLESS AGAINST ANY CLAIM OR ACTION THAT
ARISES FROM SUBSCRIBER’S USE OF THE SERVICE IN AN UNLAWFUL MANNER
OR IN ANY MANNER INCONSISTENT WITH THE RESTRICTIONS AND POLICIES
STATED HEREIN.

9.     BILLING PERIOD AND PAYMENT METHOD. Company shall charge and collect
fees on a monthly basis. An invoice will automatically be issued to a Subscriber at the first of
every month for the Total Monthly Usage Fee. Invoices are billed in U.S. Dollars and payable by
check or money order in U.S. Dollars drawn on a U.S. Bank. The Subscriber agrees to pay the
Total Monthly Usage Fee, which is non-refundable, for its account in accordance with the usage


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fee and billing terms in effect at the time the fees are due and payable. Invoice amounts are
exclusive of all taxes, levies, or duties that may be imposed by taxing authorities having
jurisdiction over the Subscriber’s access location.

10.    TOTAL MONTHLY USAGE FEES.

[Describe how the fee is calculated]

11.     INVOICE ERRORS. The Subscriber must contact Company in writing within forty-five
(45) days of the date of an invoice claimed to reflect a billing error to be eligible to receive a
credit or adjustment.

12.    PAYMENT OPTIONS.

[Describe payment options].

13.    NON-PAYMENT. In the event the Subscriber account becomes more than thirty (30)
days overdue, Company reserves the right to suspend the Service provided to the Subscriber and
terminate this Agreement without any obligation and liability to Subscriber.

14.     TERMINATION OF SERVICE AGREEMENT. The Subscriber or Company may
terminate this Service Agreement by notifying the other party with a thirty (30) days written
notice before the beginning of the next monthly billing period. Upon termination of the Service
Agreement for any reason, the Subscriber, and all users accessing the Service using the
Subscriber account, will immediately be denied access to the Service. After termination,
Company will remove all data in the Subscriber account. [Instruction: Insert any additional
responsibilities Company may owe Subscriber after termination].

15.     SUBSCRIBER SUPPORT. Company, or its designee(s), shall provide Email or
Telephone support during normal business hours (9:00am to 5:00pm ____ Time Zone) Monday-
Friday, except on holidays.

16.      SUBSCRIBER DATA. Company warrants that all data inputted into the Service by the
Subscriber (Subscriber Data), or its agents, is and shall remain the exclusive property of the
Subscriber. The Subscriber acknowledges, and agrees, that Subscriber shall remain solely
responsible for the accuracy, integrity, reliability, quality, and legality, of Subscriber Data, and
Company shall not be held accountable or liable for any correction, deletion, loss, destruction, or
failure to store any such Subscriber Data. All Subscriber Data is considered confidential.
Company will not share, rent, sell, trade or otherwise disclose any personally identifiable
information or Subscriber identifiable information. Company may, however, in its sole discretion
disclose to third parties that Subscriber Data which is not personally identifiable. Company shall
use all reasonable efforts to protect the Subscriber’s data and conduct data backups.

17.    SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES. Subscriber represent
and warrant to us that (a) Subscriber are at least 18 years old; (b) Subscriber has the right, power
and authorization necessary to enter into and perform this Agreement; and (c) that Subscriber


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will obtain all necessary consents from the parents or guardians of Students that may be required
to comply with applicable law, rule or authority for use, collection, transmission and storage of
Subscriber Data on the Internet, and (d) that any payment or credit card information Subscriber
supply is correct, that Subscriber’s financial institution or credit card company shall honor
charges Subscriber incur, and Subscriber shall in turn pay those charges.

18.    RELATIONSHIP OF PARTIES. Company, in providing the Services, is acting as an
independent contractor and does not undertake by this Agreement or otherwise to perform any
regulatory or contractual obligation of the Subscriber. Company has the sole right and obligation
to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be
performed by Company under this Agreement.

19.   DISCLAIMER OF WARRANTIES. SUBSCRIBER ACKNOWLEDGE AND AGREE
THAT THE PRODUCT AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS. NONE OF COMPANY, ITS AFFILIATES OR THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE
"COMPANY     PARTIES")   GUARANTEES   THE    TIMELINESS,   ACCURACY,
COMPLETENESS, OR USEFULNESS OF ANY THE PRODUCTS OR SERVICES, OR
THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED, ERROR FREE OR VIRUS
FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS
WEBSITE AND THE TIMELINESS, USEFULNESS, ACCURACY OR COMPLETENESS OF
THE PRODUCTS AND SERVICES IS ASSUMED SOLELY BY SUBSCRIBER. ALL OF
THE    COMPANY     PARTIES   HEREBY   SPECIFICALLY    DISCLAIM   ANY
REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS
OR IMPLIED, REGARDING THE PRODUCTS OR SERVICES, INCLUDING WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY
RIGHTS.WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL OF THE
COMPANY PARTIES DISCLAIM ANY WARRANTIES WITH RESPECT TO ANY
RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS WEBSITE, THE
PRODUCTS OR SERVICES.

20.    OWNERSHIP. Company is the sole and exclusive owner of the Products and Services,
and all Intellectual Property Rights therein. Except for the limited license granted herein in
Section 7 the Subscriber acquires no rights therein.

21.    INDEMNIFICATION

A.      Subscriber shall indemnify, hold harmless and, at no expense to Company, defend
Company and Company’s affiliates (if any), and its and their respective directors, officers,
employees, and authorized agents and other representatives (each a “Company Indemnified
Party”) from and against any and all third-party claims, demands, actions, suits, proceedings,
damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses
(including attorneys’ fees and costs) (collectively, “Third-Party Claims”), arising from, or related
in any manner whatsoever to:
       i.      any actual or alleged breach of this Agreement, or violation of applicable law, by
               Subscriber; or

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       ii.     any actual or alleged infringement or other violation of a third-party’s intellectual
               property rights by Subscriber.

B.      The right of Company (“Indemnified Party”) to indemnification and/or a defense
(collectively, “Indemnity”) hereunder by the Subscriber (“Indemnifying Party”) shall be
conditioned on the following: [Tip: Docstoc has several resources available regarding detailed
Indemnification Agreements including plug-in provisions that can that can be used in conjunction
with this Agreement].
        i.     The Indemnified Party must give the Indemnifying Party prompt written notice of
               the Third-Party Claim, for which it is seeking Indemnity, although the
               Indemnified Party’s failure to provide such prompt notice will not relieve the
               Indemnifying Party of any obligation or liability under this Section except to the
               extent the Indemnifying Party has been materially prejudiced by such failure;
        ii.    The Indemnifying Party shall have sole control of the defense and any settlement
               or other resolution of such Third-Party Claim with legal counsel of the
               Indemnifying Party’s choice, so long as the representation is zealous, legal
               counsel is reputable, there is no conflict of interest in representing the
               Indemnified Party, and the Indemnified Party is recognized as the client of legal
               counsel.
        iii.   The Indemnified Party shall at all times fully cooperate with, and at the
               Indemnifying Party’s expense, provide such assistance as reasonably requested by
               the Indemnifying Party, in connection with any investigation or defense of such
               Third-Party Claim; and
        iv.    The Indemnified Party shall not enter into any settlement, compromise or other
               resolution of such Third-Party Claim, without the Indemnifying Party’s prior
               written consent, which shall not be unreasonably withheld or delayed.

C.      Notwithstanding anything to the contrary herein, no compromise or settlement of any
such Third-Party Claim may be committed to by the Indemnifying Party without the Indemnified
Party’s prior written consent, unless:
        i.     it includes a full discharge and release of liability for the Indemnified Party; and
        ii.    it involves no admission or commitment by or on behalf of the Indemnified Party
               other than the payment of money to be fully indemnified hereunder by the
               Indemnifying Party.

D.     As used herein, “affiliate” means any and all parties, who directly, or indirectly through
one (1) or more intermediaries, control, are controlled by, or are in common control with, either
party hereto.

22.   LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY’S TOTAL
LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY THE SUBSCRIBER TO
COMPANY FOR THE SERVICE UNDER THIS SERVICE AGREEMENT IN THE TWELVE
(12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT OF INJURY THAT GAVE
RISE TO THE LIABILITY. NEITHER COMPANY NOR ITS LICENSORS SHALL BE
LIABLE TO ANYONE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES OF ANY TYPE OR KIND
(INCLUDING LOSS OR INACCURACY OF DATA, REVENUE, OR PROFITS) ARISING

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OUT OF, OR IN CONNECTION WITH, THIS SERVICE OR THE INABILITY TO USE THE
SERVICE, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

23.     GENERAL PROVISIONS.

A.          Successors and Assigns

The Parties agree that this Agreement shall be binding upon each of its successors and assigns
and that this Agreement may not be assigned to any other third party, without the written consent
of Company, which shall not be unreasonably withheld.

B.      Amendments

No modification, supplement, termination, extension, waiver or amendment to or of this Agreement
(or any attachments or exhibits) or any of its provisions may be made, and any attempts, shall not be
binding unless agreed to by The Parties in writing, by pen on paper, by duly authorized representatives
of the Parties. There shall be no oral agreements. Electronic writings, including E-mail messages,
text messages, tweets, instant messages, etc., their contents, and any attachments, and any prior or
subsequent communications including oral discussions or negotiations concerning some or all of the
Agreement, or anything at all, are not intended to represent and do not reflect an offer or acceptance to
enter into (or amend, modify, revise, terminate, abrogate, extend, waive a breach or damages of, etc.) a
binding contract, transaction or agreement, and are not intended to and do not bind any party to this
Agreement. The parties may determine that they wish to attempt to negotiate a written agreement that
is binding that amends, modifies, revises, terminates, abrogates, extends, waives a breach or damages
of, this Agreement , however, the parties intend and will continue to intend that there shall be no
contract formations, waivers, modifications, abrogations, extensions, amendments, etc., without
one or more formal written documents executed non electronically but with holographic signatures
by hand with ink pen on paper signed by a duly authorized representative of each of the parties (aka
“wet signatures” or “pen on paper signatures”). Any communication to the contrary in the past, now or
future, is not binding on any party to this Agreement. Absent the written express statement to the
contrary as set out below, it is the intention of the parties, and the parties agree not to conduct any
contract formation, modifying transaction, amend any agreement, abrogate any agreement, grant any
extension, or waive any right by electronic writing. Any alleged communication to the contrary is not
binding on any party. The written express statement mentioned above ("electronic express statement")
shall be the following, or that which expresses the same intent as the following: “I expressly intend
that this shall constitute an electronic signature to a writing thereby [forming, modifying, amending,
abrogating, granting an extension in relations to, or waiving a breach to] a binding [contract or
agreement].” For purposes of any agreement, a formal written document on paper with wet signatures
(pen on paper signatures) and otherwise consistent with the requirements herein, which is transmitted
by facsimile, the internet, or any cell/wireless/mobile telephone system, or the like, as an image or .pdf
document is valid when signed by pen on paper by all parties to be charged. The parties expressly
state and intend that Emails / texts / tweets / instant messages, etc., sent or received - even when there
are multiples or combinations of these - do not include all of the essential or material terms required in
order for there to be a legally binding agreement or contract between the Parties, and are ineffective
for purposes of contract formation, modification, amendment, waiver, etc., without the electronic


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express statement mentioned above. No addition to or modification or consensual cancellation of this
agreement, notice or statement shall be binding unless made in one or more formal written documents
consistent with the pen on paper or "electronic express statement" requirements herein. Any
purported communication to the contrary is not binding.

C.       No waiver of any breach of any provision of this agreement, notice or statement shall constitute a
waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver
shall be effective unless made in writing and wet signed by pen on paper or electronic express statement as set
out herein. [Note to Docstoc User / Subscriber about the gray highlight: If you wish to allow emails that reflect
some formality, and that you have given adequate and due consideration to the matter, to be used for
amendments, for example, to add to a schedule of deliverables, this version of the document does allow formal
emails with special language in them to be used. Therefore if you do not wish to allow that, and only wish for
there to be signatures by pen on paper you may wish to edit this document by removing the portions in this
section that are highlighted in gray. If you allow this you will want to remove the gray highlight from the final
version of the Agreement before you print it. And then you will want to delete this note.]

D.      Notices

Any notice required, permitted to be given, or otherwise given hereunder may be effectively given by
letter delivered either by personal delivery, registered mail certified return receipt requested, postage
prepaid, or delivered by overnight delivery service, or by facsimile machine upon receipt from the
sender of a confirmation of receipt, or by other electronic means so long as the recipient has
acknowledged receipt (for purposes of this section an automatically generated receipt confirmation
does *not* qualify as acknowledgement of receipt), addressed to the recipient as follows:

        In the case of Company:
        Company
        Attn: _____________
        Tel: __________________
        Fax: __________________
        Email: _______________________

        In the case of Subscriber:
        Subscriber
        Attn: _____________
        Tel: __________________
        Fax: __________________
        Email: _______________________

E.           Waiver

Any party which is entitled to the benefits of this Agreement may, and has the right to, waive any term
or condition hereof at any time on or prior to the time when such term or condition is required to be
fulfilled under this Agreement; provided, however, that such waiver shall be evidenced by written
instrument duly executed on behalf of such party by a duly authorized agent. The waiver by a party of
any term or condition hereof shall not operate as a waiver of that party's rights under this Agreement


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in respect of any other term and condition (whether of the same or any other nature). No failure to
exercise and no delay in exercising any right, remedy, or power under this Agreement shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this
Agreement preclude any other or further exercise thereof, or the exercise of any other right, remedy,
or power provided herein or by law or in equity. No agreed waiver by either Party of a provision or
breach of this Agreement shall operate or be construed as a subsequent waiver of the same, or waiver
of a different, provision, including a waiver of the same but subsequent breach of this Agreement or a
waiver of a different such breach.

F.          Governing Law

This Agreement shall be governed by and construed in all respects in accordance with the laws of the
State of ___________________ as they apply to agreements entered into and to be performed by the
Parties herein.

G.          Venue

The Parties further agree that venue of any legal action or claim hereunder shall be exclusively in and
with a court having jurisdiction over __________ County, __________ , if disputes are to be
resolved in Court, if at all, as set out below, or where arbitration or mediation is to occur, if at all, as
set out below. The Parties further agree and hereby consent to, and waive all defences of lack of
personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the State of
________ and _________County. Notwithstanding the foregoing either party may seek equitable,
preliminary, or permanent injunctive relief from any court of competent jurisdiction, which rights and
remedies shall be cumulative and in addition to any other rights or remedies at law or in equity to
which either party may be entitled.

H.          Entire Agreement

This Agreement shall constitute the entire agreement between the Parties and will supersede all prior
agreements, representations, warranties, statements, promises, information, arrangements and
understandings, whether oral or written, express or implied, with respect to the subject matter hereof.
The Parties shall not be bound or charged with any oral or written agreements, representations,
warranties, statements, promises, information, arrangements or understandings not specifically set
forth in this Agreement. This Agreement has been carefully drafted and the Parties are convinced that
this document completely and clearly expresses their intentions. Further, the Parties place great value
on the quick and inexpensive resolution of any dispute that may arise between them concerning this
contract or the subject hereof. Therefore, the parties agree that: (i) all disputes concerning this
Agreement or the subject matter hereof shall be resolved as provided herein; (ii) this Agreement
constitutes the sole agreement among the Parties, and supersedes any and all prior or
contemporaneous oral or written agreements, promises, or understandings among them, pertaining to
the matters contemplated in this Agreement; (iii) no express or implied representations, warranties, or
inducements have been made by any party to any other party except as set forth in this Agreement;
(iv) this Agreementmay not be amended, added to, or altered except by a writing duly executed by
each of the Parties hereto, as set forth herein; and (v) no parole or extrinsic evidence whatsoever may
be introduce or considered in any judicial or arbitration proceeding involving this agreement, for any
purpose, including to interpret, explain, clarify, or add to this Agreement, except in any instance in


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which a provision is found in whole or in part to be invalid, illegal or unenforceable and subject to
severability and the arbitrator or court undertakes to re-write or construe the severed provision as
closely as possible to conform to the intent of the Parties.

I.     Severability

Each of the provisions of this Agreement (and each part of each such provision) is severable from
every other provision hereof (and every other part thereof). In the event that any provision (or
part thereof) contained in this Agreement or the application thereof to any circumstance shall be
invalid, illegal or unenforceable, in whole or in part, and to any extent: (i) the validity, legality or
enforceability of such provision (or such part thereof) in any other jurisdiction and of the
remaining provisions contained in this Agreement (or the remaining parts of such provision, as
the case may be) shall not in any way be affected or impaired thereby; (ii) the application of such
provision (or such part thereof) to circumstances other than those as to which it is held invalid,
illegal or unenforceable shall not in any way be affected or impaired thereby; (iii) if possible,
such provision (or such part thereof) shall be construed or re-written as closely as possible to
conform to the intent of the parties, in which instance parole or extrinsic evidence may be
considered to do so; (iv) if not susceptible to such construction, such provision (or such part
thereof) shall be severed from this Agreement and ineffective to the extent of such invalidity,
illegality or unenforceability in such jurisdiction and in such circumstances; and (v) the
remaining provisions of this Agreement (or the remaining parts of such provision, as the case
may be) shall nevertheless remain in full force and effect.

J.     Headings

The headings for sections herein are for convenience only and shall not affect the meaning of the
provisions of this Agreement. Such headings shall not be deemed to govern, limit, modify or in
any other manner affect the scope, meaning or intent of the provisions of this Agreementor any
part thereof, nor shall they otherwise be given any legal effect.

K.     No Unannounced Modifications to Signature Documents

The Parties have reviewed (and, if applicable, negotiated) this Agreement, in its electronic form.
They desire to sign the hard-copy version without having to re-read it to confirm that no
unauthorized changes were made before the final printout. Accordingly, by signing and
delivering this Agreement, and/or any exhibit, amendment, or addendum to it, now or in the
future, each Party represents that it has not made any changes to any other draft provided to (or
by) the other party, unless the signing Party has redlined the changes or otherwise expressly
called them to the other party’s attention in writing. (Non-substantive format clean-up and
correction of immaterial spelling errors need not be redlined.)

L.     Survival

Those sections of this Agreement, that should logically survive termination or expiration of this
Agreement, shall survive termination or expiration of this Agreement.

M.     Construction

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If there is any controversy regarding this agreement or the terms of this Agreement, this
Agreement, will be deemed to have been drafted by all parties herein and will not be strictly
construed as against any party. The parties have been made aware of their right and opportunity
to consult with independent legal counsel and have either done so, or knowingly waive the right
to do so. Further, the parties acknowledge that they have engaged in negotiations to reach this
Agreement.

N.     Counterparts

This Agreement, may be executed in several counterparts, each of which shall constitute an
original and all of which, when taken together, shall constitute one and the same agreement,
including the judicial proof of any of the terms hereof. A photocopy, fax copy, or electronic
image copy, which depicts the inclusion of one or more signatures by pen on paper, shall be
deemed an original.

O.     Attorneys’ Fees

In the event of litigation or arbitration relating to the subject matter of this Agreement, the
prevailing party shall have the right to collect from the other party its reasonable costs and
necessary disbursements and attorneys' fees incurred in enforcing this Agreement.

P.     Authority

Each person signing warrants and represents that he or she has full authority to enter into this
Agreement, and that all representations and warranties in this Agreement, are true and correct.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the day
and year first written above.

       Company                             Subscriber
       Per:                                Per:



       Name: __________________            Name: _____________________
       Title:                              Title: ____________________
       I have authority to bind Company.   I     have    authority  to bind          Subscriber.




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DOCUMENT INFO
Description: This is an agreement between a website and a subscriber that wants to use the website’s services. The parties can customize this agreement to specify the service the website provides and the amount of the one-time subscription fee. This document contains numerous standard provisions that are commonly included in these types of agreements, and may be customized to fit the specific needs of the contracting parties. This agreement can be used by small businesses or other entities that offer a service over the internet and want to enter into an agreement with subscribers.