Social Media Content Calendar Tools

SOFTWARE LICENSING AND SERVICE AGREEMENT: SOCIAL MEDIA CONTENT CALENDAR TOOLS

THIS AGREEMENT (the "Agreement") is entered into as of this [___] day of [___________], 20[__] (the "Effective Date"), by and between:

LICENSOR/SERVICE PROVIDER: [______________________________________], with its principal place of business located at [____________________________________________________] ("Provider"), AND

LICENSEE/CLIENT: [______________________________________], with its principal place of business located at [____________________________________________________] ("Client").

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1. DEFINITIONS AND SCOPE OF SERVICE

The Provider agrees to grant the Client access to the proprietary social media content calendar and management software known as [____________________] (the "Platform"). The Platform shall include, but is not limited to, features such as scheduling, analytics, cross-platform publishing, and team collaboration tools as further described in Exhibit A (the "Scope of Services").

2. TERM

This Agreement shall commence on the Effective Date and shall remain in force for a period of [___] months/years, terminating on [___________] (the "Term"), unless terminated earlier pursuant to the provisions herein.

3. FEES AND PAYMENT TERMS

3.1 Subscription Fee: The Client shall pay the Provider a fee of [___________] (USD/Currency) per [month/quarter/annum] for access to the Platform. 3.2 Payment Schedule: Payments are due within [___] days of receipt of an invoice. 3.3 Late Fees: Any overdue payments shall accrue interest at a rate of [___]% per month or the maximum rate permitted by law, whichever is lower.

4. INTELLECTUAL PROPERTY RIGHTS

All rights, title, and interest in and to the Platform, including all intellectual property rights therein, remain the sole and exclusive property of the Provider. The Client is granted a non-exclusive, non-transferable, revocable license to utilize the Platform solely for internal business purposes during the Term.

5. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of all non-public information disclosed by the other party ("Confidential Information"). The receiving party shall not disclose, copy, or use such Confidential Information except as required to perform its obligations under this Agreement.

6. REPRESENTATIONS AND WARRANTIES

6.1 By Provider: The Provider warrants that the Platform will perform substantially in accordance with its published documentation. 6.2 By Client: The Client represents that all content uploaded to the Platform by the Client shall not violate the intellectual property rights of any third party or breach applicable social media platform terms of service.

7. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event shall either party be liable for any indirect, incidental, special, or consequential damages, or loss of profits, revenue, data, or data use, arising out of this Agreement. The Provider’s total liability shall not exceed the amount paid by the Client to the Provider in the [___] months preceding the claim.

8. TERMINATION

Either party may terminate this Agreement upon [___] days' written notice if the other party breaches a material provision of this Agreement and fails to cure such breach within the notice period.

9. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of [____________________]. Any disputes arising from this Agreement shall be resolved through mandatory mediation/arbitration in the city of [____________________].

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SIGNATURES

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

FOR: PROVIDER

Signature: __________________________ Name: [____________________] Title: [____________________]

FOR: CLIENT

Signature: __________________________ Name: [____________________] Title: [____________________]

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EXHIBIT A: SCOPE OF SERVICES

• Platform Modules Included: [____________________________________________________]
• Authorized User Seats: [___]
• Service Level Agreement (SLA) Uptime Guarantee: [___]%
• Additional Specifications: [____________________________________________________]