# Software subscription agreement

This Software Subscription Agreement ("Agreement") is made on March 1, 2026 (the "Effective Date") between Acme Analytics, Inc., a Delaware corporation ("Provider"), and Northwind Traders LLC, an Oregon limited liability company ("Customer").

## 1. Services

1.1 Provider will give Customer access to the Acme Insights dashboard (the "Service") for up to 25 named users.

1.2 Provider may change the features of the Service, but will not materially reduce its overall functionality during a term.

## 2. Term and renewal

2.1 The initial term starts on the Effective Date and lasts 12 months.

2.2 After the initial term, this Agreement renews automatically for successive 12-month renewal terms unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term.

2.3 Provider may increase the fees for any renewal term by up to 7% by giving Customer notice at least 30 days before that renewal term starts.

## 3. Fees and payment

3.1 Customer will pay an annual fee of $18,000 (USD), invoiced in advance at the start of each term.

3.2 Invoices are due within 30 days of the invoice date.

3.3 Late amounts accrue interest at 1.5% per month, or the maximum rate allowed by law, whichever is lower.

3.4 Fees are non-refundable except as stated in Section 6.2.

## 4. Service levels

4.1 Provider will make the Service available 99.5% of the time in each calendar month, excluding scheduled maintenance.

4.2 If availability falls below 99.5% in a month, Customer may request a service credit of 5% of that month's fee for each full percentage point below the target, up to 25% of that month's fee. Customer must request the credit within 15 days after the end of the month.

## 5. Customer data

5.1 Customer owns all data it uploads to the Service ("Customer Data").

5.2 Provider will use Customer Data only to provide the Service.

5.3 For 30 days after termination, Customer may export its Customer Data. Provider will delete Customer Data within 90 days after that export period ends.

## 6. Termination

6.1 Either party may terminate this Agreement if the other party materially breaches it and does not cure the breach within 30 days after receiving written notice of it.

6.2 If Customer terminates under Section 6.1, Provider will refund any prepaid fees for the remainder of the term.

## 7. Limitation of liability

7.1 Each party's total liability under this Agreement is limited to the fees paid by Customer in the 12 months before the event that gave rise to the claim.

7.2 Neither party is liable for indirect or consequential damages, including lost profits.

## 8. Changes to policies

8.1 Provider may update its Acceptable Use Policy at any time by posting the new version on its website. Updates take effect 15 days after posting.

## 9. Notices

9.1 Notices under this Agreement must be in writing and sent by email. Notices to Provider go to legal@acme-analytics.example. Notices to Customer go to contracts@northwind.example.

## 10. Governing law

10.1 This Agreement is governed by the laws of the State of Delaware.