SaaS Subscription Agreement

Parties and Effective Date

This SaaS Subscription Agreement (the “Agreement”) is entered into as of [Effective Date] by and between [CatOps legal entity name and address] (“CatOps”) and [Client legal name and address] (“Client”). This Agreement includes each mutually executed Order Form and any document expressly incorporated by reference.

Service and Authorized Use

Subject to Client’s payment and compliance with this Agreement, CatOps grants Client a limited, non-exclusive, non-transferable right during the subscription term for its authorized users to access and use the subscribed CatOps features for Client’s internal beverage operations.

The subscribed facilities, features, user limits, implementation services, fees, and term will be stated in an Order Form. Features not listed in an Order Form are not included, even if they appear in demonstrations, documentation, beta environments, or future-product descriptions.

Client Responsibilities

• Provide accurate implementation information and reasonably timely decisions, access, and cooperation.
• Control authorized users, roles, credentials, devices, and removal of access when no longer needed.
• Confirm that Client has the right to upload and process all Client Data.
• Review operational, inventory, production, billing, shipping, tax, and compliance outputs before relying on them.
• Maintain any source records or independent controls required by law, regulation, contract, or Client policy.

Fees, Taxes, and Payment

Client will pay the fees and applicable taxes stated in each Order Form. Unless the Order Form states otherwise, invoices are due within [15/30] days, implementation fees are non-refundable once work begins, and recurring fees are billed [monthly/annually] in advance. Past-due undisputed amounts may result in suspension after written notice and a reasonable opportunity to cure.

Client Data

As between the parties, Client retains its rights in data, files, images, records, and instructions submitted to the service (“Client Data”). Client authorizes CatOps to host, process, transmit, back up, and display Client Data only as necessary to provide, secure, support, and improve the service and as otherwise documented in the parties’ agreements.

CatOps retains all rights in the service, software, documentation, workflows, templates, and improvements, excluding Client Data. CatOps will not sell Client Data. Any use of de-identified or aggregated service information must be addressed by counsel and the final Privacy Policy and DPA.

Security and Confidentiality

Each party will protect the other party’s non-public business, technical, and financial information using reasonable care and use it only to perform under this Agreement. CatOps will maintain the security measures stated in the final Security Addendum. No system is guaranteed to be completely secure, and Client must promptly report suspected unauthorized access.

Availability, Support, and Changes

Support, planned maintenance, service objectives, exclusions, and remedies, if any, are governed by the applicable Support & Availability Policy or Order Form. CatOps may modify the service for security, legal, operational, or product reasons, provided it does not materially reduce paid core functionality during the then-current term without reasonable notice.

Term, Suspension, and Termination

The Agreement continues while an Order Form is active. Either party may terminate for an uncured material breach after [30] days’ written notice, or immediately if the breach cannot reasonably be cured. CatOps may suspend access when reasonably necessary to prevent material security risk, unlawful use, or harm to the service or another customer, with notice when practicable.

Following termination, Client may request export of available Client Data during the period stated in the Data Retention & Deletion Policy. Accrued payment obligations and provisions that by their nature should survive will survive termination.

Warranties and Disclaimers

Each party warrants that it has authority to enter into the Agreement. Any limited service warranty, cure obligation, disclaimer of implied warranties, and treatment of beta features must be finalized by counsel. CatOps is operational software and does not provide legal, tax, accounting, regulatory, or compliance advice or automatically file regulatory reports.

Liability, Indemnity, and Insurance

The final exclusions of damages, liability cap, indemnification duties, defense procedures, and insurance requirements must be negotiated and approved by qualified counsel. No liability cap or indemnity language in this draft is intended to be binding.

General Terms

The final Agreement should address notices, assignment, subcontractors, export controls, force majeure, waiver, severability, entire agreement, order of precedence, governing law, venue, electronic signatures, and counterparts. Proposed governing law and venue: [State and County — counsel to confirm].

CATOPS: [legal name, signatory, title, signature, date]. CLIENT: [legal name, signatory, title, signature, date].