Client Portal Application

Client Portal Application

Recitals

THIS CLIENT PORTAL APPLICATION (the Application) is made between Client Name: and Service Provider Name: .

WHEREAS, Client requires secure electronic access to certain data and services maintained by Service Provider through an online client portal (the Portal); and

WHEREAS, Service Provider maintains the Portal and is willing to grant access to Client subject to the terms and conditions set forth in this Application and the attached operational provisions; and

WHEREAS, the parties intend this Application to govern Portal access, permitted uses of Portal data, payment for Portal services, and related security and confidentiality obligations.

Applicant Information

Portal Access Requested

Select the access roles requested. Service Provider will provision roles consistent with security review and availability.

Administrator (full access)
Standard User (create and edit)
Read-Only
Billing Access (invoices and payments)
API Access (programmatic access)

Scope of Work

The Portal services to be provided include secure access to specified data sets, transaction submission functionality, reporting, and administrative controls as detailed below. Client hereby requests the features and service levels set forth in the Scope of Work field. Service Provider will provision the Portal in accordance with standard operational practices and any mutually agreed customizations, subject to additional fees where applicable.

Payment Terms

Client agrees to pay Service Provider for Portal access and related services as set forth below. All fees are exclusive of taxes, which Client shall additionally be responsible for unless Client provides valid exemption documentation.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate for convenience by providing written notice to the other party at least days prior to the intended termination date. Service Provider may suspend access immediately upon Client's material breach that remains uncured for ten (10) days after written notice; termination for material breach shall be effective if the breach is not cured within the notice period.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party in connection with Portal access (Confidential Information). Confidential Information shall not include information that (a) is or becomes generally available to the public other than by breach of this Application, (b) was already known to the receiving party without restriction, or (c) is lawfully received from a third party without breach of obligation. The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The receiving party may disclose Confidential Information if required by law, provided it gives prompt notice to the disclosing party and limits disclosure to the extent legally required.

Data Security and Ownership

Client retains ownership of all Client Data submitted to the Portal. Service Provider shall implement administrative, technical, and physical safeguards reasonably designed to protect the confidentiality, integrity, and availability of Client Data. Service Provider will promptly notify Client of any unauthorized access materially affecting Client Data and shall cooperate in remediation. Service Provider may use aggregated, anonymized data derived from Client Data for service improvement provided no individual Client Data or identifying information is disclosed.

Limitation of Liability

Except as expressly provided herein, neither party will be liable to the other for incidental, special, consequential, or punitive damages, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. The aggregate liability of Service Provider arising out of or in connection with this Application shall be limited to fees paid by Client to Service Provider under this Application in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Application shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties will attempt in good faith to resolve disputes by negotiation prior to initiating litigation; if unresolved, disputes shall be resolved in the state or federal courts located in the county specified by Service Provider, unless the parties agree otherwise in writing.

Entire Agreement; Amendment

This Application, together with any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, and agreements, whether written or oral. No amendment or modification of this Application will be effective unless in writing and signed by authorized representatives of both parties.

Acknowledgment and Certifications

By submitting this Application and signing below, Client represents and warrants that the information provided herein is true and correct, that it has the authority to request Portal access on behalf of the organization identified above, and that it agrees to be bound by the terms set forth in this Application.

I certify that I have read and accept the terms of this Application and authorize Service Provider to provision Portal access as requested. I understand that access is conditional on Service Provider's approval and completion of any required security or account setup processes.

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