Master Subscription Agreement

Define the defined terms used throughout: Customer, Services, Customer Data, Subscription Term, Order Form, Authorized Users, and any others the rest of the agreement relies on.

Describe the license grant, permitted users and use, account provisioning, and any restrictions on sharing credentials or exceeding licensed seats.

Cover pricing, billing cadence, late payment consequences, taxes, and how fee changes are communicated.

State who owns Customer Data, what Procession OS may do with it, export rights, and cross-reference to the Privacy Policy and DPA for handling of personal data.

Incorporate the Acceptable Use Policy by reference and state the consequence of a violation (suspension, termination).

Define confidential information, standard exclusions, and each party’s obligations to protect it.

State the limited warranties made (if any) and the disclaimer of all others, including fitness for a particular purpose and non-infringement, in the jurisdiction -appropriate form.

Set the liability cap, excluded damages (consequential, indirect), and any carve-outs (e.g. confidentiality breach, indemnification obligations, gross negligence) counsel wants excluded from the cap.

Describe each party’s indemnification obligations, e.g. IP infringement claims against the Customer, and the procedure for notice and control of defense.

Cover initial term, renewal, termination for cause and convenience, and what happens to Customer Data after termination (export window, deletion timeline).

State the governing law, venue, and dispute resolution mechanism (litigation vs. arbitration).

Standard boilerplate: assignment, notices, force majeure, entire agreement, severability, how this agreement can be amended.