Direct Messaging License Agreement

DIRECT MESSAGING LICENSE AGREEMENT

This Direct Messaging License Agreement (the "Agreement") is entered into as of Effective Date: by and between Licensor Name: (Entity Type: Corporation LLC Individual ), with principal address: and Licensee Name: (Entity Type: Corporation LLC Individual ), with principal address: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Licensor has developed or controls a software, application programming interface (API), protocols, and related documentation that enable secure direct messaging and message delivery between registered participants (collectively, the "Direct Messaging Technology"); and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use the Direct Messaging Technology in accordance with the terms and conditions set forth in this Agreement for the purpose of transmitting messages to end users, customers, or other designated recipients; and

WHEREAS, the Parties intend by this Agreement to allocate responsibility for intellectual property rights, security, data handling, support obligations, and limitations on use and liability.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the Parties agree as follows.

1. DEFINITIONS

For purposes of this Agreement, the following terms have the following meanings:

1.1 "Licensed Materials" means the Direct Messaging Technology, object code, associated documentation, API specifications, sample code expressly provided by Licensor, and any updates or enhancements thereto that Licensor makes available to Licensee under this Agreement.

1.2 "Territory" means the geographic area in which Licensee is authorized to use the Licensed Materials:

2. GRANT OF LICENSE

2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Exclusive Non-exclusive (select one) license to use the Licensed Materials solely to integrate, operate, and provide direct messaging services to Licensee's customers, end users, or authorized recipients in the Territory during the Term set forth in Section 6.

2.2 The license granted is limited, non-transferable except as expressly permitted in Section 14, and does not confer to Licensee any title or ownership in the Licensed Materials. Licensee may not sublicense the Licensed Materials except where Licensor has expressly authorized sublicensing in writing.

3. SCOPE, RESTRICTIONS AND USE

3.1 Licensee shall use the Licensed Materials only for lawful messaging purposes consistent with the documentation and the representations made by Licensee to Licensor. Licensee shall not reverse engineer, decompile, disassemble, modify, or create derivative works of the Licensed Materials except to the extent expressly permitted by law without the possibility of contractual waiver.

3.2 Licensee shall not: (a) remove or alter any proprietary notices or labels; (b) distribute the Licensed Materials to third parties except pursuant to an authorized sublicense; (c) use the Licensed Materials to send spam, unsolicited marketing, or messages in violation of applicable law; or (d) exceed any agreed throughput, message volume, or recipient limits set forth in writing between the Parties.

4. FEES AND PAYMENT

4.1 In consideration for the license and services provided hereunder, Licensee shall pay Licensor the fees set forth below and in any applicable Order Form. Licensee shall pay a License Fee of USD and any usage-based fees calculated in accordance with the Parties' written agreement.

5. SUPPORT AND MAINTENANCE

Licensor will provide support and maintenance in accordance with the level agreed in writing. Emergency security patches shall be provided with commercially reasonable speed. Licensor shall use reasonable efforts to remedy reproducible defects reported by Licensee; provided, however, Licensor is not obligated to correct defects caused by Licensee's misuse, third party products, or unauthorized modifications.

6. TERM AND TERMINATION

6.1 The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Section.

6.2 Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days after written notice specifying the breach. Either Party may terminate for insolvency, bankruptcy, or unlawful assignment as set forth below.

6.3 Upon termination, Licensee shall cease use of the Licensed Materials, return or destroy Licensor Confidential Information, and pay all accrued fees through the effective date of termination.

7. CONFIDENTIALITY

7.1 "Confidential Information" means non-public information disclosed by a Party and identified as confidential or that reasonably should be considered confidential given the nature and circumstances of disclosure, including trade secrets, technical data, business information, and customer data. Each Party shall: (a) protect Confidential Information of the other Party with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform under this Agreement; and (c) not disclose Confidential Information except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

8. DATA SECURITY AND PRIVACY

8.1 Licensee acknowledges that messages transmitted through the Direct Messaging Technology may contain personal data and agrees to comply with applicable data protection laws. Licensor will implement and maintain technical and organizational measures reasonably designed to protect Licensed Materials and transmitted data against unauthorized access, disclosure, alteration, or destruction.

8.2 Licensee shall be responsible for the content of messages it transmits and for obtaining any consents required by law for the collection, processing, and transmission of personal data. If the Parties require a separate data processing addendum, indicate below: Data Processing Addendum Required

9. REPRESENTATIONS AND WARRANTIES

9.1 Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Licensor represents that, to Licensor's knowledge, it has the right to grant the license herein and that the Licensed Materials will substantially conform to the Documentation under normal use.

9.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. INDEMNIFICATION

10.1 Licensor shall indemnify and hold Licensee harmless from and against any third-party claim that the Licensed Materials, when used in accordance with this Agreement, infringe a third party's issued patent, copyright, or trade secret, provided that Licensee (a) promptly notifies Licensor in writing of the claim, (b) allows Licensor to control the defense and settlement, and (c) cooperates with Licensor in such defense. Licensee's remedies are limited as set forth herein, and Licensor will not be liable for claims arising from modifications made by Licensee or use outside the scope of this Agreement.

10.2 Licensee shall indemnify and hold Licensor harmless from claims arising from Licensee's content, negligence, or breach of this Agreement.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY LICENSEE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR USD, whichever is greater.

12. INSURANCE

Licensee shall maintain, at its expense, commercial general liability and cyber liability insurance with minimum limits of and shall provide evidence of such insurance upon Licensor's request.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section. Notices shall be deemed given upon receipt when delivered by hand, three (3) days after deposit with a nationally recognized overnight carrier, or upon delivery if sent by confirmed electronic transmission.

14. ASSIGNMENT

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of its assets, provided the assignee assumes all obligations under this Agreement.

15. GOVERNING LAW; VENUE

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

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Order Forms or attachments signed by the Parties, constitutes the entire agreement between the Parties and supersedes all prior negotiations and understandings. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

17. AMENDMENT; WAIVER; COUNTERPARTS

No amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. Waiver of any breach shall not constitute a waiver of any other or subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic or facsimile signatures shall be effective as original signatures.

18. MISCELLANEOUS

The Parties acknowledge that they negotiated this Agreement and had the opportunity to review it with counsel. Headings are for convenience only and shall not affect interpretation. The Parties agree to execute further documents necessary to effectuate the terms of this Agreement.

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