Social Media Content Calendar App

SOFTWARE LICENSE AND SERVICE LEVEL AGREEMENT

THIS SOFTWARE LICENSE AND SERVICE LEVEL AGREEMENT (the "Agreement") is entered into as of this ______ day of ________, 20 (the "Effective Date"), by and between:

LICENSOR: ________________________________________, a company organized and existing under the laws of ________________, with its principal place of business located at ________________________________________ ("Licensor"), and

LICENSEE: ________________________________________, a company organized and existing under the laws of ________________, with its principal place of business located at ________________________________________ ("Licensee").

1. GRANT OF LICENSE

Subject to the terms and conditions herein, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to access and use the social media content calendar application known as "[________________]" (the "Software") for the internal business purposes of the Licensee.

2. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and shall continue for a period of ______ [months/years], unless terminated earlier in accordance with the provisions herein. Either party may terminate this Agreement upon ______ days' written notice in the event of a material breach by the other party.

3. FEES AND PAYMENT

Licensee shall pay to Licensor a subscription fee in the amount of $____________ [Currency], payable on a [Monthly/Annual] basis. All payments shall be made within ______ days of the receipt of an invoice. Late payments shall accrue interest at a rate of ______% per annum.

4. DATA OWNERSHIP AND PRIVACY

Licensee retains all right, title, and interest in and to all content, images, and data uploaded to the Software ("Client Content"). Licensor shall implement commercially reasonable security measures to protect Client Content from unauthorized access. Licensor shall not disclose Client Content to any third party without express written consent, except as required by law.

5. SERVICE LEVEL COMMITMENTS

Licensor shall use commercially reasonable efforts to ensure the Software is available ______% of the time, excluding scheduled maintenance windows. In the event of a critical service failure, Licensor shall initiate recovery procedures within ______ hours of notification by Licensee.

6. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SOFTWARE. LICENSOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE DURING THE ______ MONTHS IMMEDIATELY PRECEDING THE CLAIM.

7. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of ________________. Any disputes arising out of this Agreement shall be resolved through binding arbitration conducted in ________________, in accordance with the rules of the ________________ [Arbitration Association].

8. MISCELLANEOUS

This Agreement constitutes the entire understanding between the parties. No amendment or modification to this Agreement shall be valid unless made in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

LICENSOR:

Signature: __________________________ Name: ______________________________ Title: _______________________________

LICENSEE:

Signature: __________________________ Name: ______________________________ Title: _______________________________