This End User SaaS Agreement (the "Agreement") is entered into as of the date of the last Party’s signature hereto (the "Effective Date"), between [Subscriber, Inc.] ("Subscriber"), with offices located at [address], and Language Access Tools, LLC ("Licensor"), with offices located at [address]. Subscriber and Licensor each may be referred to individually as a "Party" and together as the "Parties."

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

As used herein:

• "Authorized Users" means Subscriber's employees and independent contractors working for Subscriber in the ordinary course of business who are specifically authorized by Subscriber to access the Service under an applicable Order Form.
• "Confidential Information" means all non-public information disclosed by one Party to the other that is designated as confidential or should reasonably be understood to be confidential.
• "Fees" means the fees payable pursuant to Section 5 hereof and any applicable Order Form.
• "Order Form" means a written document executed by the Parties that describes the Service, Term, Fees, number of Authorized Users, and any other specific conditions. Executed Order Forms are incorporated into this Agreement.
• "Service" means Licensor's web-based language software platform identified on an Order Form, including associated digital documentation made available to Subscriber.
• "Service Start Date" means the date from which Subscriber first accesses the Service or the date identified on an applicable Order Form, whichever is earlier.
• "Subscriber Data" means any electronic data, customer data, information, or material that Subscriber or its Authorized Users provide, upload, or submit to the Service.
• "Term" means the period beginning on the Effective Date and ending on the date the last active Order Form terminates or expires.

2. Access Grant and Scope of Service

• (a) Grant of Access: Subject to the terms of this Agreement, Licensor hereby grants Subscriber a limited, non-exclusive, non-transferable, and revocable right to access and use the web-based Service during the Term, solely for Subscriber's internal business purposes. Subscriber may permit Authorized Users to access and use the Service up to the maximum number of user slots purchased under the applicable Order Form. No software code is downloaded or transferred under this Agreement.
• (b) Subscriber Responsibility: Subscriber is entirely responsible for all activities that occur under Subscriber’s and its Authorized Users’ accounts. Subscriber shall ensure that all Authorized Users comply with this Agreement and remains directly liable for any breach of these terms by its users.
• (c) Platform Maintenance: Nothing in this Agreement obligates Licensor to continue providing access to any specific feature of the Service beyond the date when Licensor ceases providing or supporting such feature to its subscribers generally.

3. Strict Restrictions on Use

Subscriber shall not, and shall not permit any Authorized User or third party to:

• (i) Reverse engineer, decompile, decode, decrypt, disassemble, or in any way attempt to derive the source code or underlying algorithms of the web Service.
• (ii) Modify, translate, adapt, alter, or create derivative works from the Service.
• (iii) Copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise commercially exploit the Service.
• (iv) Share, loan, or grant account access credentials to any third party (including corporate affiliates) other than designated Authorized Users.
• (v) Harvest, scrape, collect, or gather data regarding other subscribers or end-users of the platform.
• (vi) Transmit through or post on the Service any unlawful, immoral, libelous, infringing, defamatory, or obscene material.
• (vii) Upload or transmit material containing software viruses, malware, trojan horses, or harmful computer codes, files, scripts, agents, or programs.
• (viii) Interfere with or disrupt the performance, security, or integrity of the Service or the third-party data contained therein.
• (ix) Attempt to gain unauthorized access to the Service, cloud hosting environments, computer systems, or networks related to the platform.
• (x) Remove, alter, or obscure any proprietary, copyright, or trademark notices appearing on the Service UI or documentation.
• (xi) Access or use the Service for the purpose of building a competitive product or service, or conducting benchmarking activities.
• (xii) Use the Service in violation of any applicable local, state, national, or international laws, including United States export control regulations.

4. Subscriber Data & Content Quality

Subscriber retains all ownership rights to the Subscriber Data uploaded to the web platform. Subscriber has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data submitted to the Service. Subscriber grants Licensor a limited, non-exclusive right to host, process, and display Subscriber Data solely to provide the web services described herein.

5. Fees, Invoicing, and Payment

• (a) Service Fees: Subscriber shall pay Licensor the recurring Fees identified in the applicable Order Form, commencing on the Service Start Date.
• (b) Payment Terms: Unless otherwise stated in an Order Form, all Fees are billed in advance, non-refundable, and payable within thirty (30) days of the invoice date.
• (c) Suspensions for Non-Payment: Licensor reserves the right to suspend web application access for Subscriber and all Authorized Users if any uncontested Fees become overdue, until such balances are paid in full.

6. Term and Termination

• (a) Material Breach: Either Party may terminate this Agreement if the other Party commits a material breach and fails to cure such breach within thirty (30) days of receiving a written notice detailing the violation ("Notice of Breach").
• (b) Immediate Termination: Licensor reserves the right to immediately terminate this Agreement or suspend Subscriber's web access without a cure period if Subscriber violates any of the strict usage restrictions listed in Section 3.
• (c) Effect of Termination: Upon termination or expiration of this Agreement, all access grants to the web Service cease immediately. Subscriber and its Authorized Users must stop using the platform, and Licensor will handle or delete remaining Subscriber Data in accordance with its standard retention policies.

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