Client Data Upload Form

CLIENT DATA UPLOAD AGREEMENT

This Client Data Upload Agreement (Agreement) documents the terms and conditions under which Client will transmit electronic data to Service Provider and Service Provider will receive, store, process and/or host that data. The parties identify themselves below and agree that the Effective Date of this Agreement is the date set forth in the signature block at the end of this document.

Parties and Contact Information

Recitals

WHEREAS, Client possesses certain electronic data, records and information that Client desires to transmit to Service Provider for storage, processing and/or hosting in accordance with the terms of this Agreement; and

WHEREAS, Service Provider has the necessary technical capabilities and security controls to receive, store and process such data subject to the confidentiality, handling and liability obligations set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

Scope of Work

Service Provider will accept and maintain the data files uploaded by Client and will provide the services selected below, subject to the terms of this Agreement. Details of the services to be provided, performance standards, and deliverables are described in the Scope below.

Data Upload Specifications

Client shall supply metadata and any required accompanying documentation at the time of upload. Service Provider will verify receipt and, where applicable, run integrity checks as described below.

Client certifies whether uploaded data contains personal data or sensitive categories.

Payment Terms

Client agrees to pay Service Provider for data hosting, transfer bandwidth, processing and any additional services in accordance with the schedule below.

Late payments shall accrue interest at the rate indicated below and Service Provider may suspend access to hosted data after written notice in the event of non-payment.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date or until earlier termination as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice. Upon termination, Service Provider will, at Client's written direction, either return or securely delete Client data in accordance with the data deletion procedures described in the Scope of Work; deletion shall be completed within the timeframe set forth in those procedures.

Confidentiality and Data Protection

Service Provider shall treat uploaded data as Confidential Information. Service Provider will implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the data, including encryption in transit and at rest where applicable, access controls, logging, and routine security testing. Service Provider shall not disclose Client data except as required by law or as authorized in writing by Client.

In the event of an unauthorized access, disclosure or other security incident affecting Client data, Service Provider shall notify Client without undue delay and shall cooperate in incident response, mitigation and any regulatory obligations. Service Provider's indemnification obligations, if any, are limited to breaches attributable to Service Provider's failure to implement or maintain reasonable security measures consistent with industry standards.

Representations and Warranties

Client represents and warrants that (a) it has the legal right to provide the uploaded data to Service Provider and to authorize Service Provider's use and processing of such data as set forth in this Agreement; (b) the data does not violate any third-party rights or applicable law; and (c) Client will not upload data that it is prohibited from transmitting under applicable law or contractual obligations to third parties.

Limitation of Liability

Except for indemnification obligations arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall be limited to the fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, special or consequential damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to its conflict of law rules.

Entire Agreement

This Agreement, together with any exhibits and the Scope of Work supplied hereunder, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Client Acknowledgment and Certification

By checking the box below, Client certifies that it has authority to provide the uploaded data to Service Provider, that the data complies with applicable laws, and that Client has provided any required notices and obtained any consents necessary for Service Provider to receive and process such data.

Client certifies the foregoing and acknowledges the terms of this Agreement.

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