RenewalTracker Subscription Agreement

Last updated on November 5, 2026

Customers with a signed RenewalTracker Software as a Service Agreement are governed by that agreement instead. To ask for a signed, customer-specific agreement, contact us.

PLEASE READ THIS AGREEMENT BEFORE USING RENEWALTRACKER’S SERVICES. THIS AGREEMENT IS ACCEPTED ON BEHALF OF AN ORGANIZATION (“Customer”). BY TICKING A BOX OR CLICKING A BUTTON TO ACCEPT IT, BY PLACING AN ORDER THAT REFERS TO IT, OR BY ACCESSING OR USING RENEWALTRACKER’S SOFTWARE OR SERVICES, YOU AGREE TO IT ON CUSTOMER’S BEHALF, AND YOU CONFIRM THAT YOU HAVE AUTHORITY TO BIND CUSTOMER. IF YOU DO NOT HAVE THAT AUTHORITY, OR IF CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF CUSTOMER AND RENEWALTRACKER HAVE SIGNED A SOFTWARE AS A SERVICE AGREEMENT THAT GOVERNS CUSTOMER’S SUBSCRIPTION, THAT SIGNED AGREEMENT APPLIES INSTEAD OF THIS AGREEMENT.

This Subscription Agreement (“Agreement”) is entered into between Customer and RenewalTracker LLC, a Kansas limited liability company (“RenewalTracker”). RenewalTracker and Customer agree that the following terms and conditions will apply to the Services (“Services”, “SaaS Services”) provided under this Agreement and Orders placed under it. Customer may ask for a signed, customer-specific version of this Agreement at any time by contacting RenewalTracker; until it is signed, this Agreement applies.

1. Definitions

“User” means each Customer person designated by Customer to have access and use the SaaS Services. A “Full User” typically has create new, edit, delete and view permissions, a “View Only User” only has a view permission within the SaaS Services, and a “Notification Only User” does not have access into the SaaS Services. Such permissions are explicitly managed by an Administrator User or any other User as granted by an Administrator User to such User.

“Administrator User” means each User designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf. Each Administrator User must be familiar with the self-administration capabilities of the SaaS Services as reasonably required by RenewalTracker.

“Agreement Effective Date” means the date Customer first accepts this Agreement.

“Customer Content” means all data and materials provided by Customer to RenewalTracker for use in connection with the SaaS Services, including, without limitation, customer applications, data files, and graphics.

“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by RenewalTracker to Customer regarding the use or operation of the SaaS Services.

“Host” means the computer equipment on which the Software is installed, which is owned and operated by RenewalTracker or its subcontractors.

“Maintenance Services” means the support and maintenance services provided by RenewalTracker to Customer under this Agreement and Exhibit A, Support and Maintenance Services.

“Service Level” means the Software availability of the Software under this Agreement and Exhibit B, Service Level Agreement.

“Other Services” means all technical and non-technical services performed or delivered by RenewalTracker under this Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in an Order and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.

“Order” means each order for SaaS Services placed under this Agreement, including (a) a plan, quantities and options Customer chooses and pays for in the SaaS Services, (b) a quote, order form or price schedule from RenewalTracker that Customer accepts, and (c) an invoice from RenewalTracker that refers to this Agreement and that Customer pays. Each Order is incorporated by reference into this Agreement.

“Software” means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.

“SaaS Services”, “Service”, or “System” refer to RenewalTracker’s internet-accessible service identified in an Order that provides use of RenewalTracker’s Software that is hosted by RenewalTracker or its services provider and made available to Customer over a network on a term-use basis.

“Subscription Term” means the initial term stated in an Order and each Renewal Term. “Renewal Term” means each renewal of a Subscription Term under Section 5.6. Unless an Order states otherwise, each Renewal Term has the same length as the term before it.

2. SaaS Services

2.1 During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for your internal business operations subject to the terms of this Agreement and the specific access capabilities and restrictions as documented in the Order.

2.2 Customer acknowledges that this Agreement is a services agreement and RenewalTracker will not be delivering copies of the Software to Customer as part of the SaaS Services.

3. Restrictions

Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized Users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, RenewalTracker shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to RenewalTracker.

4. Customer Responsibilities

4.1 Assistance. Customer shall provide commercially reasonable information and assistance to RenewalTracker to enable RenewalTracker to deliver the SaaS Services including a Customer employee designated as an Administrative User. Upon request from RenewalTracker, Customer shall promptly deliver Customer Content to RenewalTracker in an electronic file format specified and accessible by RenewalTracker. Customer acknowledges that RenewalTracker’s ability to deliver the SaaS Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.

4.2 Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that RenewalTracker exercises no control over the content of the information transmitted by Customer or User through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

4.3 Compliance with Lawful Communications. Customer shall not use SaaS Services for any unlawful or prohibited message sending purposes, such as (a) sending unsolicited bulk emails, messages, or communications (commonly referred to as “spam”) in any form, including, but not limited to marketing emails, promotional offers, or advertisements that are sent without the explicit consent of the recipient and any email campaigns intended to solicit business, products, or services, unless the recipient has expressly agreed to receive such communications, (b) create, transmit, or distribute messages that violate applicable laws or regulations governing unsolicited commercial email (e.g., CAN-SPAM Act, GDPR, or other anti-spam laws) and mislead recipients with false or deceptive subject lines, headers, or content, and (c) use any automated means, including bots or scripts, to collect email addresses or other user data from the service for the purpose of sending unsolicited messages. RenewalTracker reserves the right to immediately suspend or terminate your access to SaaS Services without refund if Customer is found to be in violation of this policy and take appropriate legal action, including seeking damages and injunctive relief, for any breach of this prohibition.

4.4 Unauthorized Use; False Information. Customer shall: (a) notify RenewalTracker immediately of any unauthorized use of any password or user name or any other known or suspected breach of security, (b) report to RenewalTracker immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer or any User, and (c) not provide false identity information to gain access to or use the SaaS Services.

4.5 User Access. Customer shall be solely responsible for the acts and omissions of its Users. RenewalTracker shall not be liable for any loss of data or functionality caused directly or indirectly by the Users.

4.6 Customer Input. Customer is responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third-party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious.

4.7 License from Customer. Subject to the terms and conditions of this Agreement, Customer shall grant to RenewalTracker a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer.

4.8 Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. RenewalTracker or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Third-party technology may be appropriate or necessary for use with some RenewalTracker programs. Customer’s right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by RenewalTracker and not under the Agreement.

4.9 Suggestions. RenewalTracker shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the SaaS Services.

5. Orders and Payment

5.1 Orders. Customer shall order SaaS Services through an Order. All services acquired by Customer shall be governed exclusively by this Agreement and the applicable Order. If an Order conflicts with this Agreement, the Order controls only for the items this Agreement allows an Order to set: the SaaS Services, quantities and limits, fees, billing frequency, Payment Terms, payment method, purchase order requirement and automatic renewal. On every other matter this Agreement controls.

5.2 Payment Before Each Term. Fees for each Subscription Term are billed in advance. Unless the Order sets different Payment Terms under Section 5.3, (a) fees for the initial Subscription Term are due before that term begins, and (b) fees for each Renewal Term are due on or before the last day of the current Subscription Term. RenewalTracker will provide access for a new subscription once payment is received or, where the Order sets net Payment Terms or requires a purchase order, once the Order is accepted and any required purchase order is received. Except as expressly stated in this Agreement, fees are non-refundable. All fees are stated and payable in United States Dollars.

5.3 Payment Terms and Methods. If Customer’s procurement process requires an invoice payable after the term begins, the Order may set net payment terms (“Payment Terms”) of 30, 45 or 60 days. If the Order allows net terms without stating a number of days, the Payment Terms are 30 days. Net payment terms are counted from the first day of the Subscription Term, and RenewalTracker will date the invoice that day. Customer may pay by credit card, ACH bank transfer or check, as stated in the Order. Subscriptions billed monthly are paid by automatic credit card or ACH payment. Customer authorizes RenewalTracker and its payment processor to charge a card or bank account Customer designates for automatic payment of fees for each billing period and Renewal Term, and of any other amounts due under this Agreement, until Customer revokes that authorization in writing or cancels the subscription. Revoking authorization does not end Customer’s obligation to pay amounts due.

5.4 Purchase Orders. If Customer requires a purchase order, Customer will issue it in time for payment to be made when due, and RenewalTracker will show the purchase order number on its invoice. A purchase order is for Customer’s internal administration only. Its terms do not change this Agreement or an Order, as provided in Section 12.9. A delay in issuing a purchase order does not extend the payment due date.

5.5 Renewal Notice and Price Changes. At least 30 days before the end of each Subscription Term, RenewalTracker will send Customer’s Billing Contact written notice of the upcoming renewal, including the fees for the Renewal Term. RenewalTracker may increase fees at each renewal by up to 5% over the fees for the immediately preceding Subscription Term. For a subscription billed monthly, the fees stated in the initial Order apply for the first 12 months. After that, RenewalTracker may increase them by up to 5% no more than once in any 12-month period, with at least 30 days’ written notice. Any increase above these limits requires a new Order accepted by Customer. Fees for added Users, Groups, storage or other options ordered during a term are prorated to the end of that term.

5.6 Automatic Renewal. Unless the Order states that the subscription does not renew automatically, each Subscription Term renews automatically for a Renewal Term. Either party may prevent a renewal by written notice to the other at least 15 days before the current Subscription Term ends; Customer may also do so by cancelling in the SaaS Services where that option is available. If the subscription does not renew automatically, RenewalTracker will send a renewal quote or invoice at least 30 days before the term ends. The subscription then renews only if, before the term ends, Customer pays the renewal invoice or, where the Order sets net Payment Terms, accepts the renewal quote or issues a purchase order. Otherwise, the subscription expires at the end of the term.

5.7 Expenses. Customer will reimburse RenewalTracker for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. RenewalTracker shall notify Customer prior to incurring any such expense. RenewalTracker shall comply with Customer’s travel and expense policy if made available to RenewalTracker prior to the required travel.

5.8 Taxes. Customer shall be responsible for calculation and payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of SaaS Services and Other Services.

5.9 Free Trials. If RenewalTracker provides the SaaS Services on a free trial basis, this Agreement applies to the trial, except that (a) the trial is provided as is, without the warranty in Section 8.1 or the Service Level in Exhibit B, (b) the trial ends on the date RenewalTracker states when the trial begins, unless Customer places an Order before then, and (c) RenewalTracker may delete Customer Content from a trial that does not become a paid subscription after the trial ends.

6. Term and Termination

6.1 Term. This Agreement begins on the Agreement Effective Date and continues while any Subscription Term is in effect. It ends when the last Subscription Term expires or is terminated, subject to Section 12.10 (Survival).

6.2 Termination. Either party may terminate this Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.

6.3 Late Payment. Customer agrees that RenewalTracker, at its discretion, can charge Customer interest from the date the undisputed amounts are due at the lesser of (a) simple interest at 1.5 percent per month or (b) the maximum allowable rate of interest in the State of Kansas for transactions between commercial parties. If payment is collected at law or through an attorney-at-law or under advice therefrom, or through a collection agency, Customer agrees to pay all costs of collection, including without limitation all court costs and reasonable attorney’s fees.

6.4 Late Payment, Suspension and Ending the Subscription. If any undisputed amount is not paid when due, RenewalTracker will notify Customer’s Billing Contact in writing. If the amount is still unpaid 10 days after that notice, RenewalTracker may suspend access to the SaaS Services until it is paid. During suspension, Customer Content is kept intact, and access is restored promptly once payment is received. If the amount is still unpaid 30 days after the due date, RenewalTracker may end the subscription by written notice. Suspension or ending the subscription does not release Customer from its obligation to pay amounts due, including fees for a Renewal Term that began before the subscription ended. RenewalTracker is not liable to Customer or any third party for any suspension under this Section.

6.5 Suspension for Ongoing Harm. RenewalTracker reserves the right to suspend delivery of the SaaS Services if RenewalTracker reasonably concludes that Customer or User’s use of the SaaS Services is causing immediate and ongoing harm to RenewalTracker or others. In the extraordinary case that RenewalTracker must suspend delivery of the SaaS Services, RenewalTracker shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. RenewalTracker shall not be liable to Customer or to any third-party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 6.5. Nothing in this Section 6.5 will limit RenewalTracker’s rights under Section 6.6 below.

6.6 Effect of Termination.

(a) Upon termination of this Agreement or expiration of the Subscription Term, RenewalTracker shall immediately cease providing the SaaS Services and all usage rights granted under this Agreement shall terminate.

(b) If RenewalTracker terminates this Agreement due to a breach by Customer, then Customer shall immediately pay to RenewalTracker all amounts then due under this Agreement and to become due during the remaining term of this Agreement, but for such termination. If Customer terminates this Agreement due to a breach by RenewalTracker, then RenewalTracker shall immediately repay to Customer all pre-paid amounts for any unperformed SaaS Services scheduled to be delivered after the termination date.

(c) Upon termination of this Agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.

(d) Customer Content after the subscription ends. After a subscription expires or is terminated, RenewalTracker will keep Customer Content for 60 days. During that time, Customer may ask RenewalTracker in writing for an export of its Customer Content in a standard electronic format. At least 15 days before deletion, RenewalTracker will send Customer’s Primary Contact a final written notice. After the 60 days, RenewalTracker permanently deletes Customer Content, and removes it from backups within a further 30 days, except where the law requires RenewalTracker to keep it.

(e) If Customer pays all amounts due before Customer Content is deleted, RenewalTracker may, at its option, restore the subscription for a new Subscription Term.

7. Service Level Agreement

The Service Level Agreement (“SLA”) for the SaaS Services is set forth in Exhibit B, Service Level Agreement, below. The SLA sets forth Customer’s sole remedies for availability or quality of the SaaS Services including any failure to meet any guarantee set forth in the SLA.

8. Warranties

8.1 Warranty. RenewalTracker represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any breach of a warranty, Customer’s exclusive remedy shall be as provided in Section 6, Term and Termination.

8.2 RENEWALTRACKER WARRANTS THAT THE SAAS SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. RENEWALTRACKER DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT RENEWALTRACKER WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT RENEWALTRACKER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY RENEWALTRACKER (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER RENEWALTRACKER NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR WORK FOR EVERY COMMERCIALLY AVAILABLE INTERNET BROWSER, NOR SHALL RENEWALTRACKER OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.

9. Limitations of Liability

NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF RENEWALTRACKER) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD-PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restrictions”, “Indemnification”, or “Confidentiality”.

10. Indemnification

10.1 Indemnification by RenewalTracker. If a third-party makes a claim against Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that RenewalTracker’s negligence or willful misconduct has caused bodily injury or death, RenewalTracker shall defend Customer and its directors, officers and employees against the claim at RenewalTracker’s expense and RenewalTracker shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by RenewalTracker, to the extent arising from the claim. RenewalTracker shall have no liability for any claim based on (a) the Customer Content, (b) modification of the SaaS Services not authorized by RenewalTracker, or (c) use of the SaaS Services other than in accordance with the Documentation and this Agreement. RenewalTracker may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.

10.2 Indemnification by Customer. If a third-party makes a claim against RenewalTracker that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend RenewalTracker and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.

10.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

11. Confidentiality

11.1 Definition. “Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this Agreement, Customer Content is deemed Confidential Information of Customer. RenewalTracker software and Documentation are deemed Confidential Information of RenewalTracker.

11.2 Confidentiality. During the term of this Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third-party. Without limiting the foregoing, each shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

11.3 Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this Agreement and the relationship of the parties. The terms of this Agreement are public, but the terms of each Order (including fees) will be treated as Confidential Information; provided, however, that each party may disclose them to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

12. General Provisions

12.1 Non-Exclusive Service. Customer acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict RenewalTracker’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.

12.2 Personal Data. RenewalTracker’s performance of this Agreement requires it to process, transmit and store personal data of Customer’s Users and of the contacts Customer adds to the SaaS Services (“Customer Personal Data”). RenewalTracker processes Customer Personal Data only on Customer’s behalf and as necessary to provide the SaaS Services. Customer is the controller of Customer Personal Data and is responsible for having a lawful basis, and for giving any notices and obtaining any consents, that applicable data protection laws require (including, where they apply, the EU General Data Protection Regulation and the UK GDPR) before it includes personal data in Customer Content. Customer will tell RenewalTracker in writing before including special categories of personal data, or data subject to cross-border transfer restrictions. The SaaS Services are not designed to store protected health information, and RenewalTracker does not sign business associate agreements. Customer will not store protected health information in the SaaS Services; if it does, it does so at its own risk.

12.3 RenewalTracker Personal Data Obligations. RenewalTracker will process Customer Personal Data only as reasonably necessary to provide the SaaS Services and only for that purpose, and will protect it as described in Section 12.20 (Security). Customer Content is hosted in the United States. RenewalTracker’s current subprocessors are listed at https://www.renewaltracker.com/subprocessors, and RenewalTracker will update that list before it adds or replaces a subprocessor that handles Customer Content. Where Customer’s use of the SaaS Services requires a data processing agreement (for example, under the GDPR or the UK GDPR), the parties will sign RenewalTracker’s data processing agreement, which takes precedence over this Section for the processing it covers. Customer retains ownership of Customer data and has sole responsibility for its accuracy, quality, integrity, legality and appropriateness.

12.4 Assignment. Neither party may assign this Agreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all of the business of such party to which this Agreement relates, whether by merger, asset sale or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party shall not be relieved of any obligation under this Agreement.

12.5 Notices. Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when delivered if delivered personally or sent by express courier service, or (c) when transmitted if sent by email. Notices to Customer are sent to the email address of Customer’s Primary Contact or Billing Contact on record in the SaaS Services or with RenewalTracker. Notices to RenewalTracker are sent by email to info@renewaltracker.com or by mail to RenewalTracker LLC, PO Box 23134, Overland Park, KS 66283 USA.

12.6 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

12.7 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach.

12.8 Severability. If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force.

12.9 Entire Agreement; Changes. This Agreement (including all Orders and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this Agreement. If Customer and RenewalTracker sign a Software as a Service Agreement, it replaces this Agreement from its effective date. RenewalTracker may update this Agreement by posting a new version at https://www.renewaltracker.com/legal/subscription-agreement and giving Customer at least 30 days’ written notice of a material change. A change applies to Customer from the start of its next Renewal Term after that notice, or earlier if Customer accepts it. Otherwise, this Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.

12.10 Survival. Sections 3, 5 (for amounts owed), 6, and 8 through 12 of this Agreement shall survive the expiration or termination of this Agreement for any reason.

12.11 Publicity. RenewalTracker may include Customer’s name and logo in its customer lists and on its website. After Customer’s first paid Order, RenewalTracker may issue a high-level press release announcing the relationship and the manner in which Customer will use the RenewalTracker solution. RenewalTracker shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release, if necessary, when requested by Customer. If Customer wishes to restrict RenewalTracker from publicizing the parties’ relationship, Customer will provide expressed written instruction to RenewalTracker detailing such request.

12.12 Export Regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the SaaS Services. Customer agrees that such export control laws govern its use of the SaaS Services (including technical data) and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.

12.13 No Third-Party Beneficiaries. This Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.

12.14 Independent Contractor. The parties have the status of independent contractors, and nothing in this Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.

12.15 Statistical Information. RenewalTracker may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Customer’s data or include Customer’s name.

12.16 Governing Law. This Agreement shall be governed by the laws of the State of Kansas within the United States, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

12.17 Compliance with Laws. RenewalTracker shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data.

12.18 Dispute Resolution. Customer’s satisfaction is an important objective to RenewalTracker in performing its obligations under this Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.

12.19 Electronic Acceptance. Accepting this Agreement electronically, by ticking a box, clicking a button or placing an Order that refers to it, has the same effect as signing it. RenewalTracker keeps a record of each acceptance, including who accepted, on whose behalf, the version accepted and when.

12.20 Security. RenewalTracker will maintain reasonable administrative, technical and physical safeguards designed to protect Customer Content, including: (a) encryption of all connections to the SaaS Services with TLS, and of Customer Content at rest with AES-256; (b) hosting in a SOC 2 Type II and ISO 27001 certified data center in the United States; (c) automatic backups, with full backups nightly and incremental copies every four hours, and encrypted backups kept for 30 days offsite in a second United States data center; (d) access limited to Users with valid credentials, with multi-factor authentication available for all Users and role-based permissions set by Customer’s Administrator Users; and (e) no use of Customer Content to train artificial intelligence models. If RenewalTracker becomes aware of unauthorized access to Customer Content, it will notify Customer without undue delay, and in any case within 72 hours, with the information then available, and will take reasonable steps to contain and remedy it.

Exhibit A – Support and Maintenance Services

1. Support and Maintenance Services. Support and Maintenance Services are included in the SaaS Service subscription detailed in the Order and entitle Customer to the following:

(a) Telephone or electronic support in order to help Customer locate and correct problems with the Software.

(b) Bug fixes and code corrections to correct Software malfunctions in order to bring such Software into substantial conformity with the operating specifications.

(c) All extensions, enhancements and other changes that RenewalTracker, at its sole discretion, makes or adds to the Software and which RenewalTracker furnishes, without charge, to all other Subscribers of the SaaS Service.

(d) Up to three (3) dedicated contacts designated by Customer in writing that will have access to support services.

2. Response and Resolution Goals.

• “Business hours” 8am-5pm Central Time, Monday thru Friday, except holidays.
• “Fix” means the repair or replacement of Software component to remedy Problem.
• “Problem” means a defect in Software as defined in RenewalTracker’s standard Software specification that significantly degrades such Software.
• “Respond” means acknowledgement that the Problem was received, with its severity.
• “Workaround” means a change in the procedures followed or data supplied by Customer to avoid a Problem without substantially impairing Customer’s use of the Software.

If the production System is creating a significant impact to the Customer’s business function preventing that function from being executed, RenewalTracker will attempt to Respond by the next business day and will give the Problem priority during business hours. A customer resource must be available to assist with problem determination. Customer Support will make reasonable efforts to provide a Workaround or Fix as soon as practicable once the Problem is reproducible or the Software defect is identified. RenewalTracker may incorporate Fix in future release of software.

If the production System or application is moderately affected or there is no workaround currently available or the workaround is cumbersome to use, RenewalTracker will attempt to Respond within two (2) business days. Customer Support will make reasonable efforts to provide a Workaround or Fix within ten (10) business days once the Problem is reproducible. RenewalTracker may incorporate fix in future release of software.

If the production System or application issue is not critical: no data has been lost, and the System has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumvented using an available workaround, RenewalTracker will attempt to Respond within three (3) business days. Customer Support will make reasonable efforts to provide a Workaround or Fix in a future release of the Software. RenewalTracker may incorporate Fix in future release of software.

For Non-critical issues, general questions, enhancement requests, or the functionality does not match documented specifications, RenewalTracker will attempt to Respond within five (5) business days. Resolution of Problem may appear in future release of software.

3. Contacting Customer Support. Contacting Customer Support online to resolve any technical difficulties can be achieved when logged into the Software and accessing the Support top menu option. Customer may also email or call their RenewalTracker Account Manager or contact Customer Support via email at support@renewaltracker.com or call +1.913.735.0560.

Exhibit B – Service Level Agreement

The SaaS Services will achieve System Availability (as defined below) of at least 99.9% during each calendar year of the Subscription Term. System Availability means the number of minutes in a year that the key components of the SaaS Services are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from (a) scheduled maintenance announced to Customer in advance, (b) events of Force Majeure under this Agreement, (c) malicious attacks causing Service disruption, (d) issues associated with the Customer’s computing devices, local area networks or internet service provider connections, or (e) inability to deliver services because of acts or omissions of Customer or User. RenewalTracker reserves the right to take the Service offline for (a) scheduled maintenance for which Customer has been provided reasonable notice, and (b) emergency maintenance needed to protect the security or integrity of the SaaS Services, which counts toward System Availability. RenewalTracker reserves the right to change its maintenance window upon prior notice to Customer.

If RenewalTracker fails to meet System Availability in the year, upon written request by Customer within 30 days after the end of the year, RenewalTracker will issue a credit in Customer’s next invoice in an amount equal to 1% of the yearly fee for the affected SaaS Services for each 1% loss of System Availability below stated SLA per SaaS Service, up to a maximum of the Customer’s fee for the affected SaaS Services. If the yearly fee has been paid in advance, then at Customer’s election RenewalTracker shall provide a credit to Customer to be used for term extension. The remedy stated in this paragraph is Customer’s sole and exclusive remedy for interruption of SaaS Services and RenewalTracker’s failure to meet System Availability.