Master SaaS Agreement

"Agreement" means this Master SaaS Agreement together with any Order Forms, schedules, and the Data Processing Agreement.

"Customer" means the entity entering into this Agreement with Clapwork.

"Platform" means the Clapwork web application, APIs, and associated services made available by Clapwork.

"Order Form" means a document referencing this Agreement that specifies the services, subscription tier, pricing, and term.

"Authorized Users" means individuals authorized by the Customer to access the Platform under the Customer's subscription.

Subject to the terms of this Agreement and payment of applicable fees, Clapwork grants the Customer a non-exclusive, non-transferable right to access and use the Platform during the subscription term for the Customer's internal business purposes.

The Customer may permit its Authorized Users to access and use the Platform in accordance with this Agreement. The Customer is responsible for all acts and omissions of its Authorized Users.

• Ensure that Authorized Users comply with this Agreement and the Acceptable Use Policy.
• Maintain the security of account credentials and promptly notify Clapwork of any unauthorized access.
• Ensure that use of the Platform complies with applicable laws, including employment and anti-discrimination laws.
• Not reverse-engineer, decompile, or attempt to derive the source code of the Platform.
• Not resell, sublicense, or make the Platform available to third parties except as expressly permitted.

Fees are specified in the applicable Order Form. Unless otherwise stated, all fees are quoted in USD and are non-refundable. Clapwork may adjust fees upon renewal with 60 days' prior written notice.

Payment is due within 30 days of invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.

Clapwork provides service level commitments as described in the Service Level Agreement. Service credits are the Customer's sole remedy for failure to meet service level targets.

Clapwork retains all rights, title, and interest in the Platform, including all intellectual property rights. Nothing in this Agreement transfers ownership of any intellectual property to the Customer.

The Customer retains all rights to Customer Data uploaded to or created within the Platform. The Customer grants Clapwork a limited license to use Customer Data solely to provide and improve the Platform services.

Each party shall protect the other's Confidential Information with at least the same degree of care used for its own confidential information, but no less than reasonable care. Confidential Information shall not be disclosed to third parties except as required to perform obligations under this Agreement.

Processing of Personal Data is governed by the Data Processing Agreement, which is incorporated by reference into this Agreement.

Clapwork warrants that the Platform will perform materially in accordance with the applicable documentation during the subscription term. Clapwork's sole obligation for breach of this warranty is to use commercially reasonable efforts to correct the non-conformity or provide a refund of prepaid fees for the affected period.

Except for the express warranty above, the Platform is provided "as is" without warranties of any kind, whether express, implied, or statutory.

Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages. Clapwork's total aggregate liability under this Agreement shall not exceed the fees paid by the Customer in the 12 months preceding the event giving rise to the claim.

The initial term is specified in the Order Form and renews automatically for successive periods of equal length unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term.

Either party may terminate this Agreement for material breach if the breach remains uncured 30 days after written notice. Upon termination, the Customer's access to the Platform ceases, and data is handled as described in the DPA.

This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of laws principles. Any disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.