Subscription Services Agreement: Definition & Sample

ContractsCounsel has assisted 316 clients with subscription services agreements and maintains a network of 194 technology lawyers available daily. These lawyers collectively have 43 reviews to help you choose the best lawyer for your needs. Customers rate lawyers for subscription services agreement matters 4.94.

What is a Subscription Services Agreement?

A subscription services agreement is a document that specifies the terms and conditions of a business relationship between two parties. It also details the responsibilities of both parties and any limitations on liability or warranties.

This type of agreement is often used in connection with early-stage startups to provide some protection against unforeseen risks such as bankruptcy, theft, and other financial losses. A typical subscription service agreement will include provisions for: what the agreement covers products or services, how these products or services shall be provided, any limitations on liability, and termination provisions.

Subscription Services Agreement Sample

SOFTWARE AND SERVICES AGREEMENT

This Software and Services Agreement (the “Agreement”) is entered into as of the 1st day of January, 2009 (the “Effective Date”) between TRX, Inc (“TRX”), a Georgia corporation with its principal place of business at 2970 Clairmont Rd. NE, Suite 300, Atlanta, GA 30329 USA and BCD Travel USA LLC (“BCD” or “Client”), a Georgia limited liability company, having its principal place of business at Six Concourse Parkway NE, Suite 2400, Atlanta, GA 30328 USA. This Agreement is intended to supersede and replace all prior agreements between BCD and TRX or between BCD and Hi-Mark, LLC (a company whose assets were acquired by TRX) related to the Services hereunder (“Prior Agreements”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

All capitalized terms, where not otherwise defined herein, will have the meanings set forth in the attached Exhibit A .

The term of this Agreement will commence on the Effective Date and will continue to be valid and binding between the Parties until the earlier of; (a) two (2) years from the Effective Date (the “Initial Term”), or (b) the termination of this Agreement as set forth in Section 5 . Unless otherwise terminated as stated herein, this Agreement shall automatically renew at the end of the Initial Term for one additional one-year term (“Renewal Term”).

a. Grant of License . TRX hereby grants to Client a non-exclusive, non-transferable license to use the Software described in Exhibit B to this Agreement and the accompanying users’ manuals (“Documentation”), * for internal business purposes and to provide reporting services and other services to Client’s customers and Affiliates, including the right to use the Software to access TravelMan Data (as defined below), as set forth under this Agreement. All rights and title to the Software and Documentation, including but not limited to, Intellectual Property Rights are the sole and exclusive property of TRX. All such Software and Documentation shall be considered to be part of the Services provided hereunder. For the avoidance of doubt, Client shall have the right to * to the date of this Agreement, including, without limitation, the right to * using the TRX tools for *.

(i) Location of Software . Client’s license to use the Software is a * license. Client may use the Software on * of computers in Client’s facilities including computer’s onsite at Client’s customers’ locations. In conjunction with the execution of this Agreement, Client shall prepare an exhibit identifying the copies of Software covered by this Agreement at its inception and the locations at which such copies are installed, and such exhibit shall be attached to this Agreement. Client shall notify TRX in writing of any change of location of a copy of the Software. Client may use the Software only with *. The Software is considered to be part of the Services provided hereunder.

(ii) Authorized Use of Database . Client may use the Software to access and populate the TravelMan database. Client may populate the TravelMan database with data for transactions as available to Client for all Client’s customers travel.

(iii) Data Consolidation. Notwithstanding anything to the contrary, the exercise of rights granted by TRX pursuant to this Section 3 may be exercised to perform data consolidation subject to the following additional conditions: (a) * and (b) *. Client may request that TRX perform data consolidation services, and pricing for such data consolidation shall be mutually agreed to by the parties at the time such request is made by Client. Any data consolidation provided by TRX for Client hereunder shall be

considered part of the Services. Notwithstanding the foregoing, in the event that Client secures a new customer and needs to consolidate historical data for such customer from the new customer’s previous travel agencies, Client may *.

(iv) Authorized Uses of WebMan . Client may use WebMan in connection with the TravelMan Data; and enable the personnel of Client to access and operate WebMan through an extended computer network (such as the Internet) and through such access to generate reports from the TravelMan Data; and enable the personnel of customers to which Client provides services to access and operate WebMan through an extended computer network (such as the Internet) and through such access to general reports from the TravelMan Data pertaining to such customer. Client is solely responsible for administering passwords and identifications and controlling the access of WebMan users to specific data records.

(v) Copying . Client may make one backup copy of the Software and Documentation at each approved location.

b. Services . Conditioned upon Client’s continuing compliance with the terms of this Agreement, TRX shall provide the support and consulting services described in Exhibit B and Exhibit D in connection with Client’s use of the Software licensed hereunder (“Services”). “Services” as used hereafter in this Agreement shall refer collectively to Software and Services.

c. Rights to Updates . Client shall be entitled to use the Services under this Agreement as they are later updated or modified, provided such updates or modifications are made generally available to all clients of the Services.

d. Provision of Other Services . To the extent that TRX agrees to perform services that are outside of the scope of or otherwise not described in the Services set forth in Exhibit B , the parties agree to execute a statement of work that includes pricing information and sufficient detail to enable TRX to adequately perform its obligations under such statement of work, a form of which is set forth as Exhibit F (“Statement of Work”). Such Statement of Work will be governed by this Agreement and executed prior to TRX beginning any additional services.

e. Upgrades to Services . The parties agree to mutually evaluate the need and costs of any upgrades to the services. TRX retains the right to require BCD to upgrade the services provided by TRX if TRX * and any such upgrade *. In the event that the parties agree that such an upgrade results in a *.

f. Rights to New Functionality . From time to time TRX may introduce new functionality into the Services. TRX may, in its sole discretion, offer such new functionality to all its clients for an additional fee specified by TRX. Client shall be under no obligation to acquire such new functionality.

* Confidential Treatment Requested

g. Proprietary Notices . Client agrees not to remove, alter or conceal any product identification, copyright notices, or other notices or proprietary restrictions from the documentation provided to Client by TRX, and to reproduce any and all such TRX notices on any copies of such materials; *.

a. Client Systems . Client shall be solely responsible for procuring and maintaining the necessary hardware and software for accessing and utilizing the Services.

b. Provision of Client Data . The provisions of this sub-section (b) shall apply in the event that TRX provides any services under this Agreement that require TRX to receive and/or process Client Data.

(i) Client is responsible for the quality and accuracy of all Client Data and other input provided to TRX by Client or any party providing data on Client’s behalf. TRX shall not be responsible or liable in any way for any delay resulting from any failure by Client to comply with Client’s responsibilities under this Section.

(ii) Internally Provided Data. In the event that Client is directly providing Client Data to TRX for the provision of Services hereunder (“Internally Provided Data”), Client must bear the expense of providing such data to TRX. Internally Provided Data may be delivered to TRX on tangible media, by e-mail attachment, or by telecommunications link to the computer housing the Services.

(iii) Externally Provided Data. In the event that Client Data is provided by a third-party, TRX will deliver to Client a “Data Access Authorization” (the form of which is attached hereto as Exhibit E ) for Client to execute and provide to the sources of the data feeds required for TRX to deliver the Services. Client will execute and deliver the Data Access Authorization to TRX. Upon receipt TRX will also submit the Authorization to Client’s named data providers so that TRX may receive the necessary data for Client to use the Services (“Externally Provided Data”). Notwithstanding anything else in this Agreement, Client’s use of the Services is contingent upon data providers giving TRX access to Client’s Externally Provided Data.

c. Access by Authorized Users . Client shall be solely responsible for ensuring that access by all users are Authorized Users including, but not limited to (a) ensuring that all persons to which Client grants access have end user profiles that comply with applicable security and confidentiality policies of Client; (b) issuing passwords to Authorized Users and ensuring the integrity and security of the passwords after their issuance; and (c) implementing any changes to Authorized Users’ profiles and access rights commensurate with such Authorized Users’ level of authority to utilize the Services.

a. Termination . Either party may terminate this Agreement prior to the beginning of the Renewal Term by providing one hundred twenty (120) days written notice to the other party prior to the end of the then-current term. If notice of termination is provided by Client but TRAVELTRAX services provided by TRX extend past the termination date of the then-current term, then pricing for such TRAVELTRAX services shall be, at Client’s option, either (a) a *; or (b) a *. In the event; that Client exercises its option for a * renewal, the TRAVELTRAX services shall not be extended past December 31, 2012. If Client does not notify

TRX in writing of its choice of option (a) or (b) by December 1, 2011, then Client shall be deemed to have chosen option (b). Either party may terminate this Agreement and the rights granted herein if the other party materially breaches any of the provisions of this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice thereof, provided the breach does not relate to a monetary obligation (in which case TRX may exercise its rights under Section 6(a )) or breach of confidentiality (in which case the non-breaching party may exercise its rights under Section 7(f) ). Termination of this Agreement does not constitute either party’s exclusive remedy for breach or non-performance by the other party and, subject to the other provisions of this Agreement, each party is entitled to seek all other available remedies, both legal and equitable, including injunctive relief.

b. Insolvency . Should either party (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general assignment for the benefit of creditors; (iii) institute proceedings to be adjudicated a voluntary bankruptcy; (iv) consent to the filing of a petition of bankruptcy against it; (v) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (vi) seek reorganization under any bankruptcy act; (vii) consent to the filing of a petition seeking such reorganization; or (viii) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party’s property or providing for the liquidation of such party’s property or business affairs; then, in any such event, the other party, at its option and without prior notice, may terminate this Agreement effective immediately.

c. Effect of Termination . Upon termination of this Agreement for any reason other than the insolvency of TRX or TRX ceasing to conduct business in the ordinary course and its obligations hereunder are not assumed by a third party: (1) all rights and licenses granted to Client hereunder shall immediately cease; (2) TRX shall terminate Client’s access to the Services; (3) Client shall immediately cease use of the Services (including all Software) in any manner whatsoever, and delete and return all copies of Software, Documentation and other related materials to TRX; and (4) all payments owed to either party shall be immediately due and payable. Should TRX become insolvent and cease to conduct business in the ordinary course without its obligations hereunder being assumed by a third party, *.

d. Survival . Where the context or wording of a section indicates, the terms of this Agreement shall survive its termination, including, without limitation, Sections 5(c), 5(d), 6(a), 7, 8, 9, 10, 11, and 12 hereof.

a. Fees . The fees for the Services provided hereunder are set forth in Exhibit C to the Agreement (“Fees”). Unless otherwise specified in Exhibit C , all payments of undisputed fees are due within thirty (30) days of date of invoice in immediately available U.S. Dollars, without withholding, deduction or offset. Client shall pay interest on all undisputed amounts not paid within two (2) days of date payment was due at the rate of 1.5% per month prorated daily, or the highest lawful rate, if less. TRX has the right to suspend or terminate Client’s access to the TRX Services for non-payment of undisputed fees upon thirty (30) days written notice.

* Confidential Treatment Requested

b. Taxes . The fees do not include any charge for taxes and Client is solely responsible for paying any and all national, state and local taxes (including any and all export/import taxes and customs duties) attributable to the Services rendered by TRX in connection with this Agreement, excluding only taxes based upon the net income of TRX.

c. Expenses . TRX will invoice Client for all reasonable expenses incurred in TRX’s performance under this Agreement at actual cost, provided such expenses are preapproved in writing by Client. Such expenses include but are not limited to: travel, lodging, and other miscellaneous expenses.

a. TRX Ownership . TRX owns and shall retain all right, title and interest in and to the Intellectual Property Rights in the Software including without limitation all source and object code, specifications, designs, processes, techniques, improvements, discoveries and inventions, including without limitation any modifications, improvements or derivative works thereof and all works of authorship created, invented, reduced to practice, authored, developed, or delivered by TRX or any third-party, either solely or jointly with others, arising from this Agreement or any amendment to it, including without limitation all copies and portions thereto, whether made by or under the direction of TRX or Client (“TRX Intellectual Property”).

b. TRX Intellectual Property Protection . Client shall not itself nor shall it permit any other party to:

(i) Disassemble, decompile, decrypt, or reverse engineer, or in any way attempt to discover or reproduce source code for any part of the Services or Software; adapt, modify, or prepare derivative works or inventions based on any TRX Dataman DLLs; or use any TRX Dataman DLLs to create any computer program or other material that performs, replicates, or utilizes the same or substantially similar functions as the Services or Software.

(ii) By any means sell, transform, translate, assign, pledge, mortgage, encumber, or otherwise dispose of any TRX Intellectual Property or any of the rights or obligations granted or imposed on Client hereunder. In no event shall this Agreement, or any rights or privileges hereunder, be an asset of Client under any bankruptcy, insolvency, or reorganization proceedings, or in any other manner whatsoever; provided, however, this Agreement and the transactions provided for herein shall be binding upon and inure to the benefit of the parties, their legal representatives, and permitted transferees, successors, and assigns.

c. Nondisclosure . Client acknowledges that the Services, the terms of this Agreement, and other information provided by TRX to Client represent Proprietary Information of TRX and the source code that underlies the Services is a Trade Secret owned by TRX. Each party agrees with the other (i) to hold the Proprietary Information in the strictest confidence; (ii) not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information to any third-party, subject to the provisions of subsection (iv) below; (iii) not to make use of the Proprietary Information other than for the permitted purposes under this Agreement; and (iv) to disclose the Proprietary Information only to their respective representatives requiring such material for effective performance of this Agreement and who have undertaken a written obligation

of confidentiality and limitation of use consistent with this Agreement. Proprietary Information shall not include information which (1) is already known to the receiving party free of any restriction at the time it is obtained from the disclosing party; (2) is subsequently learned by the receiving party from an independent third-party free of any restriction and without breach of this Agreement; (3) is or becomes publicly available through no wrongful act of either party (4) is independently developed by the receiving party without reference to any Proprietary Information of the disclosing party; or (5) is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the parties provide each other with timely written prior notice of such requirements. Each party hereto shall institute internal operating procedures to assure limited access and use of Proprietary Information consistent with this Agreement, and shall exercise due care to monitor and ensure compliance with this Agreement. The nondisclosure and confidentiality obligations set forth in this Section 7(c) shall survive termination of this Agreement for any reason and shall remain in effect with respect to Trade Secrets for as long as the owner of such information is entitled to protection thereof and with respect to Confidential Information for a period of two (2) years after termination hereof.

e. Acceptable Use . TRX is certified under the U.S. Safe Harbor to the European Data Privacy Directive. Client and TRX shall not, and will not permit others to, engage in activities prohibited by such privacy policy (and will investigate and promptly report to each other any alleged violations thereof), including, without limitation: (i) intentionally accessing data not intended for use in delivering the Services hereunder; (ii) attempting to breach security or authentication measures without proper authorization or interfere with the software systems of either party or with the Services; (iii) taking any action in order to obtain Services to which Client is not entitled; or (iv) assisting or permitting any persons in engaging in any of the activities described above.

f. Reservation of Rights . No exclusive rights are granted by this Agreement. All rights or licenses not expressly granted to Client herein are reserved to TRX.

g. Remedies . The parties acknowledge that, in the event of a breach of any or all of Sections 7(a), 7(b), and 7(c) , by either party, the other party will likely suffer irreparable damage that cannot be fully remedied by monetary damages. Therefore, both parties agree that either party shall be entitled to seek and obtain injunctive relief against any such breach in any court of competent jurisdiction and terminate this Agreement immediately upon written notice to the other party. The rights of either party under this section shall not in any way be construed to limit or restrict the right to seek or obtain other damages or relief available under this Agreement or applicable law.

a. By TRX . TRX represents and warrants that (i) it has all necessary rights, licenses and approvals required to perform its obligations hereunder, and to operate and provide the Services in accordance with this Agreement; (ii) its performance hereunder will be rendered using sound, professional practices in accordance with industry practices; (iii) the Software and Services provided hereunder will be provided in accordance with