Aggregator Services Agreement

AGGREGATOR SERVICES AGREEMENT

This Aggregator Services Agreement ("Agreement") is entered into as of the day of , (the "Effective Date") by and between Client Name: , Entity Type: Corporation LLC Partnership Individual (hereinafter "Client"), and Aggregator Name: , Entity Type: Corporation LLC Partnership Individual (hereinafter "Aggregator"). Client and Aggregator are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Aggregator operates a platform, marketplace, or system that aggregates data, content, or third-party services and provides related integration and facilitation services to clients; and

WHEREAS, Client desires to engage Aggregator to perform certain aggregation, integration, distribution, and related services described herein, and Aggregator is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the services, fees, data handling, and intellectual property arising from the engagement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Services" means the aggregation, normalization, enrichment, routing, distribution, reporting and related services to be performed by Aggregator as described in Section 2 and in the Service Exhibit. "Client Data" means all data, content, information and materials provided by or on behalf of Client to Aggregator in connection with the Services. "Confidential Information" means nonpublic information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

Aggregator shall provide the Services described in the Service Description below and in associated attachments, including ingestion, transformation, storage, routing to downstream parties, and reporting. Service Description:

Aggregator shall use commercially reasonable efforts to meet the service levels and delivery schedules set forth in the Service Description. Aggregator may engage subcontractors to perform Services provided Aggregator remains responsible for performance and compliance with this Agreement.

3. TERM; TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for months (the "Initial Term"), unless earlier terminated as provided herein. Thereafter this Agreement shall automatically renew for successive periods of months each unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach. Either Party may terminate immediately for insolvency, bankruptcy, or appointment of a receiver for the other Party.

4. FEES AND PAYMENT

Client shall pay Aggregator fees as set forth in the Fee Schedule. Aggregator's fees are: Aggregation Fee: of aggregated transactions, and/or fixed fees described in the Service Description. Payment Terms: .

Aggregator shall invoice Client in accordance with the invoicing cycle: . Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. DATA HANDLING AND SECURITY

Aggregator shall implement and maintain administrative, physical, and technical safeguards to protect Client Data consistent with industry standards for similar service providers. Minimum security standards: . Aggregator shall notify Client without undue delay upon becoming aware of a security breach materially affecting Client Data.

6. INTELLECTUAL PROPERTY

Client retains all right, title and interest in and to Client Data and any pre-existing intellectual property owned by Client. Aggregator retains all right, title and interest in and to Aggregator's platform, tools, algorithms and other pre-existing or independently developed intellectual property. To the extent Aggregator develops new materials specifically for Client in the performance of Services, ownership of such deliverables shall be: , subject to the licenses granted below.

Aggregator grants Client a nonexclusive, nontransferable, revocable license to use Aggregator's deliverables solely for Client's internal business purposes during the term of this Agreement, subject to payment of fees and compliance with this Agreement.

7. CONFIDENTIALITY

Each Party shall maintain the confidentiality of the other Party's Confidential Information and shall not disclose it except to employees, contractors or affiliates who have a need to know and are bound by confidentiality obligations no less protective than those herein. The receiving Party shall use Confidential Information only to perform its obligations under this Agreement. The confidentiality obligations shall survive termination for years.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the authority to enter into this Agreement and that performance will not violate applicable law or third-party agreements. Aggregator warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND AGGREGATOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. INDEMNIFICATION

Client shall defend, indemnify and hold harmless Aggregator from and against any third-party claims arising out of Client Data, Client's misuse of the Services, or Client's breach of representations herein. Aggregator shall defend, indemnify and hold harmless Client from and against third-party claims arising from Aggregator's gross negligence, willful misconduct, or breach of its confidentiality or data security obligations. The indemnifying Party shall pay reasonable costs of defense, settlement and damages finally awarded.

10. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. AGGREGATOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO AGGREGATOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. COMPLIANCE WITH LAWS; EXPORT

Each Party shall comply with applicable laws, regulations, and industry standards in performing its obligations. Client is responsible for ensuring that Client Data provided to Aggregator is collected and transferred in compliance with applicable privacy and data protection laws. The Parties shall comply with applicable export controls and sanctions.

12. AUDIT RIGHTS

Client may, upon reasonable notice and during normal business hours, audit Aggregator's compliance with the security and data handling obligations set forth in this Agreement not more than once annually, unless a material breach is suspected. Audits shall be conducted in a manner that does not unreasonably disrupt Aggregator's business. Aggregator may require a mutually acceptable nondisclosure agreement prior to any audit.

13. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party designates by notice). Notices shall be deemed given when delivered by hand, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

14. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both Parties. No waiver shall be effective unless in writing and signed by the Party granting the waiver, and no waiver of any breach shall be deemed a waiver of any subsequent breach.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means (including scanned signatures and electronic signature platforms) shall be binding.

16. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute provision that most nearly effects the Parties' intent.

18. MISCELLANEOUS

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. The Parties are independent contractors and nothing in this Agreement creates an employment, joint venture or agency relationship.

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