Software as a Service Agreement 
 

This software as a service agreement (“Agreement”), dated as of [DATE] (“Effective Date”), is entered into by and between Willfully, LLC, a North Carolina limited liability company having its principal place of business at 240 N Water St #1252, Wilmington, NC 28401 (“Willfully”), and [COMPANY OR INDIVIDUAL LEGAL NAME], a[n] [individual OR STATE ENTITY TYPE] having an address at [INSERT FULL ADDRESS] (“Customer”, and together with Willfully, the “Parties”, and each, a “Party”). 

 

WHEREAS, Willfully provides access to its software-as-a-service offerings to its customers; 

 

WHEREAS, Customer desires to access certain software-as-a-service offerings described herein, and Willfully desires to provide Customer access to such offerings, subject to the terms and conditions set forth in this Agreement. 

 

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:‌ 

 

1.   Definitions. 

 

“Access Credentials” means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access and use the Services. 

 

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise. 

 

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise/ownership of more than 50% of the voting securities of a Person. 

 

“AI Technology” means any and all machine learning, deep learning, and other artificial intelligence (“AI”) technologies, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts. 

 

“Authorized Users” means Customer’s employees, consultants, contractors, and agents: (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder. Each user account may be used only by a single, individual Authorized User. 

 

“Confidential Information” means information that the disclosing Party treats as confidential or proprietary, including without limitation information trade secrets, technology, information pertaining to business operations, strategies, customers, pricing, marketing, finances, sourcing, personnel or operations. Confidential Information does not include information that either Party can demonstrate by written or other documentary records: (w) was already known by one Party without restriction on use or disclosure prior to receipt of such information from the other Party; (x) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the receiving Party or any of its Representatives; (y) was received from a third-party who was not, at the time, under any obligation to the other Party or any other Person to maintain the confidentiality of such information; or (z) was or is independently developed by the receiving Party without reference to or use of any of the disclosing Party’s Confidential Information. 

 

“Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User by or through the Services, including patient data. For the avoidance of doubt, Customer Data does not include Resultant Data. 

 

“Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services. 

 

“Data Security Breach” means any actual or reasonably suspected (i) unauthorized access to, acquisition of, or use of Customer’s Confidential Information; (ii) unauthorized or accidental loss, alteration, disclosure, or destruction of Customer’s Confidential Information; (iii) compromise, intrusion, interference with, or unauthorized access to networks, systems, databases, servers, or electronic or other media on which Customer Confidential Information is Processed or from which Customer Confidential Informational may be accessed, including those of Willfully Subcontractors; and/or (iv) other circumstance that actually or is reasonably suspected of compromising, or could compromise, the privacy, security, confidentiality, availability, or integrity of any Customer Confidential Information or the proper functioning of the network resources of Customer. 

 

“Documentation” means any manuals, instructions, or other documents or materials Willfully provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Willfully Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof. 

 

“Harmful Code” means any: (a) virus, trojan horse, worm, backdoor, or other software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems, or software; or (b) time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any Person, or otherwise deprive a Person of its lawful right to use such computer program. 

 

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 

 

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction. 

 

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity. 

 

“Process” means to take any action or perform any operation or set of operations that the SaaS Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings. 

 

“Representatives” means, with respect to a Party, that Party’s employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal and financial advisors. 

 

“Resultant Data” means data and information related to Customer’s use of the Services that is used by Willfully in an aggregate, de-identified and/or anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.  

 

“Willfully Materials” means the Services, Documentation, and Willfully Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Willfully or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Willfully Systems. For the avoidance of doubt, Willfully Materials include Resultant Data and any information, data, or other content derived from Willfully’s monitoring of Customer’s access to or use of the Services, but do not include Customer Data. 

 

“Willfully Personnel” means all individuals involved in the performance of Services as employees, agents, or independent contractors of Willfully or any Subcontractor. 

 

“Willfully Systems” means the information technology infrastructure used by or on behalf of Willfully in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Willfully or through the use of third-party services. 

  

“Service Error” means a failure of the Services to perform in accordance with this Agreement. 

 

“Services” means the software-as-a-service offering described in Exhibit A. 

 

“Territory” means United States. 

 

“Third-Party Materials” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Willfully. 

 

2.   Services. 

 

2.1 Access and Use. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, Willfully hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 14.8) right to access and use the Services and Documentation during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Willfully shall provide to Customer the Access Credentials within a reasonable time following the Effective Date. 

 

2.2 Order Forms. Willfully agrees to provide the Services described in the initial order form entered into under this Agreement (“Order Form”, each substantially in the same format as is found in Exhibit A). This initial Order Form and any subsequent Order Form(s) are incorporated into and made a part of this Agreement. If there are any inconsistencies between this Agreement and an Order Form, this Agreement will take precedent unless the Order Form specifically modifies a provision of this Agreement. The Parties may agree at any time in writing to add new or change existing Order Form(s). 

 

2.3 Authorized Users. The total number of Authorized Users will not exceed the number set forth in Exhibit A, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder. Authorized Users shall be required to enter into separate written agreements with Willfully, including an end user license agreement (found [LINK HERE]) and a data privacy policy (found at https://www.willfully.com/privacy) (“Authorized User Policies”), both of which may be updated from time-to-time by Willfully in its sole discretion; however, Customer shall be responsible and liable for any actions of the Authorized Users with respect to the Services and Documentation. Customer agrees to notify Willfully of a suspected or known unauthorized use, breach or non-compliance by an Authorized User of this Agreement or the Authorized User Policies. Customer is not entitled to make or pass through any warranties to any third parties regarding the Services, including any related SaaS platform, unless specifically authorized in writing by Willfully on a case-by-case basis. Customer is responsible for all representations and warranties Customer makes to Authorized Users regarding the Services. Customer agrees to indemnify, defends, and hold Willfully harmless from and against any liabilities, losses, damages, costs, expenses, including attorneys’ fees and costs, incurred by Willfully resulting from any claims based on or related to any representation or warranty made by Customer regarding the Services that was not specifically authorized in writing by Willfully. 

 

2.4 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the Parties: 

 

  1. Willfully has and will retain sole control over the operation, provision, maintenance, and management of the Willfully Materials;  

 

  1. Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Willfully Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or Willfully; (ii) results obtained from any use of the Services or Willfully Materials; and (iii) conclusions, decisions, or actions based on such use; and 

 

  1. Notwithstanding anything to the contrary in this Agreement, all Services, including all Processing of Customer Data by or on behalf of Willfully shall be provided solely from within, and on computers, systems, networks, and other infrastructure located in, the United States. 

 

2.5 Integration with Non-Willfully Applications or Systems. The Services may contain features designed to interoperate with non-Willfully applications or systems of the Customer Systems. Willfully cannot guarantee the continued availability of such Service features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a non-Willfully application or system within Customer Systems ceases to make itself available for interoperation with the corresponding Service features in a manner acceptable to Willfully. 

 

2.6 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Willfully Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Willfully Materials, and the Third-Party Materials are and will remain with Willfully and the respective rights holders in the Third-Party Materials. 

 

2.7 Changes. Willfully reserves the right, in its sole discretion, to make any changes to the Services and Willfully Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Willfully’s services to its customers; (ii) the competitive strength of or market for Willfully’s services; or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable Law. Without limiting the foregoing, either Party may, at any time during the Term, request in writing changes to the Services, or the permitted uses of such Services or Willfully Materials. No requested changes will be effective unless and until memorialized in a written change order signed by both Parties. 

  

2.8 Subcontractors. Willfully may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”). Willfully will be responsible for the performance of Willfully Personnel and their compliance with Willfully’s obligations under this Agreement, except as otherwise specified in this Agreement. 

 

2.9 Suspension or Termination of Services. Willfully may, directly or indirectly, by lawful means suspend, terminate, or otherwise deny Customer’s, any Authorized User’s, or any other Person’s access to or use of all or any part of the Services or Willfully Materials, without incurring any resulting obligation or liability, if: (a) Willfully receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Willfully to do so; or (b) Willfully believes, in its good faith and reasonable discretion, that: (i) Customer or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section 2.9 does not limit any of Willfully’s other rights or remedies, whether at law, in equity, or under this Agreement. 

 

3. Use Restrictions; Service Usage and Data Storage. 

  

3.1 Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or Willfully Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits: 

 

  1. copy, modify, or create derivative works or improvements of the Services or Willfully Materials, which shall include incorporating any Willfully Materials into any AI Technology accessible by any third-party; 

 

  1. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Willfully Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; 

 

  1. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Willfully Materials, in whole or in part; 

 

  1. bypass or breach any security device or protection used by the Services or Willfully Materials or access or use the Services or Willfully Materials other than by an Authorized User through the use of his or her own then valid Access Credentials; 

 

  1. input, upload, transmit, or otherwise provide to or through the Services or Willfully Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; 

 

  1. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, Willfully Systems, or Willfully’s provision of services to any third party, in whole or in part; 

 

  1. remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Willfully Materials, including any copy thereof; 

 

  1. access or use the Services or Willfully Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Willfully customer), or that violates any applicable Law; 

 

  1. access or use the Services or Willfully Materials for purposes of competitive analysis of the Services or Willfully Materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Willfully’s detriment or commercial disadvantage; or 

 

  1. otherwise access or use the Services or Willfully Materials beyond the scope of the authorization granted under this Section 3.1. 

  

3.2 Service Usage and Data Storage. Exhibit A sets forth Fees for designated levels of usage and data storage (each a “Subscription Tier”), beginning with the Fees payable by Customer for the levels of usage and data storage in effect as of the Effective Date. Willfully will use commercially reasonable efforts to promptly notify Customer in writing if Customer has reached 90% of its then current Subscription Tier and Customer may increase its Subscription Tier and corresponding Fee obligations in accordance with Exhibit A. If Customer exceeds its Subscription Tier for any relevant period, Customer shall also pay to Willfully the applicable excess usage and storage Fees set forth in Exhibit A. Customer acknowledges that exceeding its then-current Subscription Tier may result in service degradation for Customer and other Willfully customers and agrees that Willfully has no obligation to permit Customer to exceed its then-current Subscription Tier. 

 

4. Customer Obligations. 

  

4.1 Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with this Agreement all Customer Systems on or through which the Services are accessed or used; (b) provide Willfully Personnel with such access to Customer Systems as is necessary for Willfully to perform the Services in accordance with the Availability Requirement (see Exhibit B); and (c) provide all cooperation and assistance as Willfully may reasonably request to enable Willfully to exercise its rights and perform its obligations under and in connection with this Agreement. 

 

  1. Customer authorizes Willfully to communicate with Authorized Users, including patients, via SMS messaging in accordance with the Authorized User Policies. 

 

  1. Customer acknowledges and agrees that Willfully may use third-party data processors engaged who may receive Resultant Data from Willfully for processing in compliance with the terms of the Agreement and the Authorized User Policies, which may be used to provide, secure, and improve the Services. Willfully will be responsible for the acts and omissions of such sub-processors to the same extent that Willfully would be responsible if Willfully were performing the sub-processing services directly under the terms of this Agreement and the Authorized User Policies.   

 

  1. Customer acknowledges and agrees that while the Services may be used to assist financial planners and attorneys through the processing of data, it is not a substitute for human intervention and discretionary thinking by trained professionals. Service output is designed for data analyses and information purposes only and is not a substitute for professional advice and oversight. Therefore, Customer agrees to defend or settle, and indemnify and hold harmless, our Indemnitees from any Action by a client or client representative that relates to or arises out of client care, advice, or outcomes and which is based in whole or in part on the use of (or inability to use) the Services.  

 

4.2 General Obligations. Customer will: (a) be responsible for Authorized Users’ compliance with this Agreement, Documentation and order forms; (b) obtaining Authorized Users’ consent to send and receive personal health information through the Services, including via SMS messaging and the SaaS offerings; (c) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, and Customer’s use of Customer Data with the Services; and (d) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content. 

 

4.3 Effect of Customer Failure or Delay. Willfully is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Customer Failure”). 

 

4.4 Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3.1, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Willfully Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Willfully of any such actual or threatened activity. 

  

5. Willfully Obligations.  

 

5.1 Service Levels. Willfully shall make the Services available to Customer and its Authorized Users pursuant to this Agreement and the applicable Documentation and provide support to Customer and its Authorized Users so that the Services at all times meet or exceed the service levels specified in Exhibit B (“Minimum Service Levels”). Willfully shall employ measures at least as protective as those set forth in the Minimum Service Levels to protect the Willfully Materials, Customer Data and Customer Systems from any unauthorized acts, occurrences, or conditions, including unauthorized access, use, alteration, or disruption. Willfully shall actively monitor the Willfully Materials to optimize performance of the Services and ensure they meet or exceed the Minimum Service Levels terms and conditions. If Willfully identifies or otherwise becomes aware of any circumstance that, if not remedied, is reasonably likely to cause a Service Error, Willfully shall immediately take all measures that are reasonably necessary to remedy such circumstance or otherwise prevent it from causing such Service Error. If Willfully identifies or otherwise becomes aware of any Service Error, Willfully shall immediately notify Customer in writing of such Service Error and respond to and remedy such Service Error in a timely manner.  

 

5.2 Service Maintenance. Willfully shall continuously maintain the Willfully Materials to optimize performance of the Services and ensure they meet or exceed the Minimum Service Levels. Such maintenance services shall include: 

 

  1. implementing all necessary updates, bug fixes, enhancements, new releases, new versions, and other improvements or repairs to the Willfully Materials, so that the Services operate properly in accordance with this Agreement; and 

 

  1. remaining aware of advances in technologies related to or used in website hosting and platforms, including those related to security, and, implementing such changes to the Willfully Materials as are reasonably necessary to ensure the Services’: (i) continued interoperability and compatibility with new standard technologies; and (ii) security and integrity, including with respect to the confidentiality, privacy, and integrity according to the requirements and standards set forth in this Agreement and applicable Law. 

 

5.3 Back-Ups, and Disaster Recovery. Willfully shall routinely back-up the Customer Data and shall store such back-ups at a location outside of the Willfully Systems. Willfully shall maintain a disaster recovery plan that enables re-implementation of the Customer Data and Services upon the occurrence of a disaster. 

 

6. Security. 

  

‌6.1 Information Security. Willfully will employ security measures in accordance with Willfully’s data privacy agreement and various security policies, as they are amended from time to time. Willfully maintains a data breach plan in the event of a Data Security Breach and shall implement the procedures required under such data breach plan on the occurrence of said event.‌ 

 

6.2 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Services and Willfully Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. 

 

6.3 Access and Security. Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services. 

 

7. Fees and Payments. 

  

7.1 Fees and Invoices. In consideration of the Services provided and rights granted by Willfully under this Agreement, Customer shall pay Willfully properly invoiced fees (“Fees”) as set forth in Exhibit A. Willfully shall invoice Customer monthly for the Fees and Customer shall pay all invoiced Fees within 30 days of receipt of the invoice. Customer hereby grants to Willfully the right to conduct an initial credit check. Customer acknowledges Willfully may perform audits on Customer’s use of the Services. Customer shall reimburse Willfully, for any pre-approved, documented out-of-pocket travel and lodging expenses incurred by Willfully in performing its obligations or Services hereunder. 

 

7.2 Failure to Pay. If the Customer fails to make any timely payment, then, without limiting the Willfully's remedies hereunder, the account is in default and the outstanding Fees due shall be subject to an interest charge of the lesser of 1.5% per month, or the maximum rate permitted by law. Any account in default shall be subject to service interruption without notice; such service interruption does not relieve Customer of the obligation to pay any monthly recurring Fees due. The Customer agrees to pay Willfully its reasonable expenses, including reasonable attorney and collection agency fees, incurred in enforcing its rights under this Agreement. 

 

7.3 Disputes. Customer may withhold from payment any amount disputed by Customer in good faith, pending resolution of the dispute, provided that Customer: (i) timely pays all amounts not subject to dispute; (ii) works with Willfully in good faith to resolve the dispute promptly; and promptly pays any amount determined to be due by resolution of the dispute. Willfully shall continue performing the Services in accordance with this Agreement notwithstanding any such dispute. ‌ 

 

7.4 Taxes. Willfully acknowledges that Willfully will receive an IRS Form 1099-MISC from the Customer, and that Willfully will be solely responsible for all federal, state, and local taxes. The Fees do not include any taxes. 

 

7.5 Fee Changes. Willfully may adjust any hourly Fees and recurring monthly or annual Fees, with 90 days’ prior written notice to Customer before the beginning of any Renewal Term. Such Fee adjustment will take effect at the beginning of such Renewal Term. 

  

8. Confidentiality. 

  

8.1 Obligation of Confidentiality. Each Party (“Receiving Party”) acknowledges that in connection with this Agreement each Party will gain access to Confidential Information of the other Party (“Disclosing Party”). As a condition to being furnished with access to Confidential Information, Receiving Party shall: 

 

  1. not access or use Confidential Information other than as strictly necessary to perform its obligations under and in accordance with this Agreement; 

 

  1. not to use any Confidential Information, directly or indirectly, in any manner to the detriment of Disclosing Party or to obtain any competitive benefit with respect to Disclosing Party; 

 

  1. maintain all Confidential Information in strict confidence and, except as may be permitted by and subject to its compliance with Section 8.2 below, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of Receiving Party’s performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and Receiving Party’s obligations under this Section 8.1; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 8.1;  

 

  1. safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and 

 

  1. ensure its Representatives’ compliance with, and be liable for, any of its Representatives’ noncompliance with, this Section 8.1. 

 

8.2 Compelled Disclosures. If the Receiving Party is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party of such requirement so that the Disclosing Party can seek a protective order or other appropriate remedy or waive its rights under this Section 8; and (b) provide reasonable assistance to the Disclosing Party at Disclosing Party’s expense in opposing such disclosure or seeking a protective order or other limitations on disclosure. If Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 8, Receiving Party remains required by Law to disclose any Confidential Information, Receiving Party shall disclose only that portion of the Confidential Information that Receiving Party is legally required to disclose and, at Disclosing Party’s expense, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment. 

 

9. Intellectual Property Rights. 

  

9.1 Willfully Materials. All right, title, and interest in and to the Willfully Materials, including all Intellectual Property Rights therein, are and will remain with Willfully and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the Willfully Materials except as expressly set forth in Section 2.1 or, with respect to the Third-Party Materials the applicable third-party license, in each case subject to Section 3.1. All other rights in and to the Willfully Materials are expressly reserved by Willfully. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to Willfully an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto. 

 

9.2 Customer Data. As between Customer and Willfully, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 9.3. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to Willfully, its Subcontractors, and the Willfully Personnel to enforce this Agreement and exercise Willfully’s, its Subcontractors’, and the Willfully Personnel’s rights and perform Willfully’s, its Subcontractors’, and the Willfully Personnel’s obligations hereunder.‌ Further, Customer grants to Willfully a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users relating to the operation of Willfully’s Services. Customer acknowledges that through the course of processing and interacting with Customer Data, including the embedded machine learning algorithms and artificial intelligence capabilities, the Services may be enhanced or improved as a result of such processing, and such enhancements, changes, modifications, or improvements to the Platform resulting from the processing of Customer Data will be exclusively owned by Willfully. 

 

9.3 White-label Services. As listed in an applicable Order Form, Willfully agrees to develop, design, implement and provide certain white labeling in connection with the Services, such that Customer may utilize Customer’s own branding and content for display within the SaaS offerings. If white labeling is provided, Willfully hereby authorizes Customer to market and sell to Authorized Users under the Customer’s own brand name. Customer hereby grants Willfully a limited, non-transferable, non-sublicensable, royalty-free license to incorporate any trademarks or copyright-protected content provided by Customer to Willfully to incorporate into the Services or provide the Services under this Agreement; such license terminating immediately upon the termination of this Agreement. Customer is responsible for appropriateness of the design of this Customer Data, ensuring this Customer data complies with all applicable privacy and data protection laws, and indemnifying Willfully of any intellectual property claims against Willfully with respect to this Customer Data. With Customer’s prior written permission in each instance, Willfully may use Customer’s name, logo, and trademarks solely to identify Customer as a Willfully customer on marketing materials. 

 

10. Representations and Warranties. 

  

10.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: 

 

  1. it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering; 

 

  1. it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder;  

 

  1. the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Party; and  

 

  1. when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms. 

 

10.2 Additional Willfully Warranties. Willfully warrants to Customer that: 

  

  1. it will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement;‌ 

 

  1. the Services (excluding Customer Materials and Third-Party Materials), as delivered by Willfully and used in accordance with this Agreement: (i) will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or other rights of any third-party; (ii) will comply with all applicable Laws; and (iii) will not contain Harmful Code; 

 

  1. in performing the Services hereunder, Willfully will comply with all Laws; and 

 

  1. when delivered and for the Term, the Services (excluding Customer Materials and Third-Party Materials) will be, and will function, in all respects in conformity with this Agreement, including Exhibit A. If any non-conformity is discovered during such warranty period, Willfully shall promptly remedy such non-conformity at Willfully’s sole cost and expense. 

 

10.3 Additional Customer Warranties. Customer warrants to Willfully that the Customer Materials, as delivered by Customer and used in accordance with this Agreement: (a) will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or other rights of any third-party; (b) will comply with all applicable Laws; and (c) will not contain Harmful Code. 

 

10.4 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT, AND SERVICE PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. 

 

11. Indemnification. 

  

11.1 Mutual Indemnification. Each indemnifying Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party (“Indemnified Party”) and the Indemnified Party’s officers, directors, employees, agents, successors, and assigns (each, an “Indemnitee”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, that are incurred by an Indemnitee, arising out of or resulting from any claim, suit, action, or proceeding (each, an “Action”) alleging: (a) Indemnifying Party’s breach of any representation, warranty, covenant, or obligation of Indemnifying Party under this Agreement; (b) any gross negligence by Indemnifying Party in connection with performing Services under this Agreement; or (c) that any Service excluding Customer Materials and Third-Party Materials (when Willfully is the Indemnifying Party) or Client Materials (when Customer is the Indemnifying Party), as delivered and used in accordance with this Agreement: (i) infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other rights of any third party; and (ii) violates any applicable Law. 

 

‌11.2 Indemnification Procedure. Indemnified Party will promptly notify Indemnifying Party in writing of any Action for which it is entitled to be indemnified pursuant to Section 11.1 and cooperate with Indemnifying Party at Indemnifying Party’s sole cost and expense. Indemnifying Party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its own choosing to handle and defend the same, at Indemnify Party’s sole cost and expense. Indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the Indemnified Party without Indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed. Indemnified Party’s failure to perform any obligations under this Section 11.2 will not relieve Indemnifying Party of its obligations under this Section 11 except to the extent that Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure. Indemnified Party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. 

  

12. Limitations of Liability. 

 

‌12.1 EXCLUSION OF INDIRECT DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 12.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CLAIMS ASSERTING OR BASED ON THE USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE WEBSITE OR SERVICES, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS, OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, SHUTDOWN, SYSTEM INCOMPATIBILITY, OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION, FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. 

 

12.2 CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 12.3, IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO WILLFULLY PURSUANT TO THIS AGREEMENT IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CAUSE OF ACTION. 

  

12.3 Exceptions. The exclusions and limitations in Sections 12.1 and 12.2 shall not apply to a Party’s obligations under Section 11 or Section 14.12, a Party’s breach of its obligations under Section 8, a Party’s gross negligence or willful misconduct or breach, nor to the extent damages or liabilities are covered by a Party’s insurance. 

  

13. Term and Termination. 

  

13.1 Term. The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect until December 31, [YEAR] (the “Initial Term”) and shall automatically renew for successive 1-year terms (the “Renewal Term”, and together with the Initial Term, the “Term”). 

 

13.2 Termination for Convenience. Either Party may terminate this Agreement at any time without cause by providing prior written notice to the other Party at least 90 days prior to the beginning of any Renewal Term, such termination being effective upon the expiration of the then-current Initial Term or Renewal Term.‌  

 

13.3 Termination for Cause. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 15 days after the non-breaching Party provides the breaching Party with written notice of such breach. 

 

13.4 Other Termination. Either Party may terminate this Agreement, effective upon written notice to the other party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 

  

13.5 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: 

 

  1. All rights, licenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate. Willfully may disable all Customer and Authorized User access to the Willfully Materials. 

 

  1. Customer will remain obligated to pay Fees for all Services received before the effective date of such termination.  

 

  1. Upon written request by Customer, Willfully shall promptly return all such Customer Materials to Customer and permanently erase Customer’s Confidential Information from its computer systems, notwithstanding any electronic backup records maintained in the normal course of business. Willfully’s obligations under this Section 13.5(c) do not apply to any Resultant Data. 

 

  1. If Customer terminates this Agreement pursuant to Section 13.3, Customer will be relieved of any obligation to pay any further Fees hereunder. 

 

  1. If Customer terminates this Agreement pursuant to Section 13.2, Customer shall remain obligated to pay 50% of any Fees due for the remainder of the then-current Initial Term or Renewal Term. 

 

13.5 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3.1, Sections 8-9, Sections 13.5-13.6, and Sections 10-12. 

  

14. Miscellaneous. 

 

14.1 Further Assurances; Counterparts. Upon a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 

 

14.2 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other party in any manner whatsoever. 

 

14.3 Force Majeure. Neither Party will be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any acts of God, flood, fire, earthquake or explosion, war, terrorism, pandemics, invasion, riot or other civil unrest, embargoes, or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns, or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation facilities (each of the foregoing, a “Force Majeure Event”), in each case, provided that (i) such event is outside the reasonable control of the affected Party; (ii) the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue; and (iii) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Client may terminate this Agreement if a Force Majeure Event affecting Willfully continues substantially uninterrupted for a period of 30 days or more. No Force Majeure Event will modify or excuse Willfully’s responsibility or liability, or limit Client’s remedies, under Section 5.3, except to the extent Willfully demonstrates by documentary evidence that it exercised the standard of care required under that Section. 

 

14.4 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections and exhibits mean the sections of, and exhibits to this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 

 

14.5 Entire Agreement. This Agreement, including the exhibits and Willfully’s data privacy, terms of use and data security policies, constitutes the entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter. If there is an inconsistency between any of the provisions in the main body of this Agreement and any exhibit or policy, the provisions in the main body of this Agreement shall prevail. 

 

14.6 Assignment. Neither Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed, except pursuant to (a) the sale of all or substantially all of the assets of the Party, or (b) any merger, or other business combination by which the Party is acquired by or acquires another entity with the result that the Party is not the surviving entity of the merger or other business combination; provided however that in the event of sale of all or substantially all of the assets of a Party or such business combination, the acquiring or surviving entity shall likewise be prohibited from further assignment as provided in this Section 14.6. No delegation or other transfer will relieve either Party of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 14.6 is void. This Agreement is binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. 

 

14.7 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement. 

 

14.8 Amendment and Modification; Waiver. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing and signed by each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 

 

14.9 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 

  

14.10 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 8 or, in the case of Customer, Section 3.1, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. 

 

14.11 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal Laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule that would require or permit the application of Laws of any jurisdiction other than those of the State of North Carolina. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. 

 

14.12 Waiver of Jury Trial; Attorney Fees. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. If any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party. 

 

14.13 Export Compliance. The Services and other software or components made accessible to Customer and Authorized Users may be subject to U.S. export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of Treasury. Customer agrees to comply with all such laws and regulations as they relate to access to and use of the Services. Customer agrees not to access or use the Services, or provide access to any Authorized User, if Customer or such Authorized User is located in any jurisdiction in which the provision of the Services is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”), nor will Customer provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. 

 

14,14 Anti-Corruption. Customer agrees that Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Willfully’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly give notice to Willfully. 

 

[Signature Page Follows] 

 

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 

 

 

WILLFULLY, LLC [COMPANY/INDIVIDUAL LEGAL NAME] 

 

 

By: By:  

 

Print Name: Print Name:  

 

Title: Title:  

 

Date: Date:  

 

Email: __________________________________ Email: _________________________________  

  

 

 

EXHIBIT A 

ORDER FORM 
 

Description – The Services include an SaaS platform that helps automates estate planning activities. This SaaS uses sophisticated capabilities to triage, categorize, and respond to client inquiries, summarize client plans, and generate estate planning documentation. 

 

Subscription Tiers – [describe applicable subsection tier and costs] – includes technical support in accordance with Exhibit B, in addition to the reporting and data analytics available through the SaaS offering. 

 

Implementation and Integration Services – [describe services and costs] 

 

White-Label Service – The Services may be rebranded using Customer’s branding, providing a seamless integration for your clients. [describe any service limitations and additional costs] 

 

Consulting Services – Additional consulting services, which may include software, SaaS feature or other product development, may be available, but must be provided under a separate agreement. 

 

EXHIBIT B 

MINIMUM SERVICE LEVELS 

 

1. Exhibit. This exhibit describes the standard software as a service support levels currently offered by Willfully to its Customers. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the main body of the Agreement. 

 

2. Service Availability. Willfully will use commercially reasonable efforts to provide availability to the Website at least 99% of the time as measured over the course of each calendar month, excluding unavailability as a result of any of the Exceptions described below (the “Availability Requirement”). “Service Level Failure” means a material failure of the Website to meet the Availability Requirement. “Available” means the Website is available for access and use by Customer and its visitors over the Internet and operating in material accordance with this Agreement. 

  

3. Service Availability Exceptions. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither the Website will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its visitor to access or use the Website that is due, in whole or in part, to any:   

  

(a) Scheduled Downtime; 

(b) Website downtime or degradation due to a Force Majeure Event; 

(c) an act or omission by Customer to use of the Website or hosting environment that does not strictly comply with this Agreement;  

(d) Customer’s internet connectivity;  

(e) failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by Willfully pursuant to this Agreement;  

(f) any other circumstances beyond Willfully’s reasonable control; and 

(g) any suspension or termination of the Customer’s access to or use of the Website as permitted by this Agreement. 

 

4. Scheduled Downtime. Willfully will use commercially reasonable efforts to; (a) schedule downtime for routine maintenance of the Website between the hours of 1 a.m. and 4 a.m., Eastern Time; and (b) give Customer at least 12 hours’ prior notice of all scheduled outages of the hosting services (“Scheduled Downtime”). 

 

5.  Support & Availability. Willfully provides online case submissions with business-hour support providing call-back responses to Customer issues and cases, which includes: 

 

(a) on-line support through Provider’s website; 

(b) on-line case submission; and 

(c) under 5 business day email-back response time.