Business Risk Acknowledgement

BUSINESS RISK ACKNOWLEDGEMENT

Parties and Recitals

This Business Risk Acknowledgement (the Agreement) is made effective as of (Effective Date), by and between:

WHEREAS, the Provider provides certain services, products or access that involve operational, financial, safety, reputational or regulatory risks to the Business; and

WHEREAS, the Business acknowledges that participation in, use of, or reliance upon the Provider’s services or products involves inherent risks which may result in loss, damage, liability or interruption of business; and

WHEREAS, the parties desire to set forth the Business’s acknowledgement of those risks and certain contractual allocations of responsibility, payment and confidentiality.

Scope of Work

The Provider will deliver the services or goods described below. The Business acknowledges that the description is a statement of scope and that the risks identified elsewhere in this Agreement apply to the activities described.

Assumption of Risk and Acknowledgement

The Business hereby acknowledges and expressly assumes all risks, known and unknown, arising out of or related to the Scope of Work, including but not limited to operational hazards, financial loss, service interruption, third-party actions, data loss, and regulatory risk. The Business further agrees that it will exercise reasonable commercial care in mitigating such risks but that the Provider is not guaranteeing results except as expressly set forth in a separate written agreement.

The Business confirms by checking below that an authorized representative has reviewed and understands the principal risks associated with the Scope of Work:

I have read and understand the risks described above and accept responsibility for managing those risks to the extent allocated to the Business by this Agreement.

Payment Terms

The Business shall compensate the Provider for the Scope of Work under the following terms.

Amounts unpaid beyond the due date shall incur the late fee specified above and interest to the maximum extent permitted by applicable law. The parties acknowledge that the late fee is a reasonable estimate of administrative costs and is not intended as a penalty.

Term and Termination

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within the notice period specified above. Termination shall not relieve the Business of its obligation to pay for Services performed through the effective date of termination or for any non-cancellable commitments incurred by the Provider prior to termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, electronic or observed, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement; was known to the recipient without restriction prior to disclosure; or is rightfully received from a third party without restriction.

Each party shall (a) protect Confidential Information of the other party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Upon termination or written request, the recipient shall return or destroy Confidential Information and certify such return or destruction, except to the extent retention is required by applicable law, regulation or internal record retention policy, in which case the recipient will continue to protect the Confidential Information in accordance with this Agreement.

Indemnification

The Business agrees to indemnify, defend and hold harmless the Provider and its officers, directors, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from the Business’s use of the Provider’s services, breach of this Agreement, negligence, willful misconduct, or any third-party claims to the extent caused by the Business’s acts or omissions.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for any incidental, consequential, special, punitive or indirect damages, including loss of profits, even if advised of the possibility of such damages. The aggregate liability of each party under this Agreement shall not exceed the amounts paid by the Business to the Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles.

Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Authorizations and Certifications

The undersigned representative of each party represents and warrants that they are authorized to execute this Agreement on behalf of the party for whom they sign, and that execution and performance of this Agreement will not violate any other agreement to which that party is subject.

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