Financial Signed Terms

FINANCIAL SIGNED TERMS

Parties and Administrative Details

Master Agreement Number:    Effective Date:

Recitals and Scope

This Financial Signed Terms document sets forth the payment and financial terms under which Provider will invoice and Client will pay for goods, services, subscriptions, or other deliverables identified by invoice or statement. These terms apply to all invoices and documented charges referenced by the parties unless a written amendment is executed by authorized representatives of both parties.

Payment Terms

Currency of Payment: All amounts are payable in United States Dollars unless otherwise agreed in writing.

Payment methods accepted: select all acceptable methods and provide required details for electronic authorization where applicable.

Electronic Payment Authorization (if applicable)

By providing bank account information and signing below, Client authorizes Provider to initiate debits to the designated account in accordance with invoices and the payment schedule set forth herein.

Late Payment, Interest and Fees

Overdue invoices shall incur late fees and interest as set forth below. These remedies are cumulative and in addition to any other remedies available at law or equity.

Security, Setoff and Collection

Provider may, to the extent permitted by law, set off any amounts due to Provider against amounts owed by Provider to Client. Client grants Provider a security interest in any goods, proceeds, or accounts receivable described in an executed security agreement to secure payment of outstanding obligations, if indicated below.

Taxes and Withholding

Unless otherwise stated, fees and charges are exclusive of taxes. Client is responsible for all sales, use, excise, and similar taxes imposed by any governmental authority, except taxes based on Provider's net income. Where Client is required by law to withhold taxes, Client shall provide certificates of withholding sufficient to entitle Provider to a credit for amounts withheld.

Confidentiality and Data

Each party shall maintain as confidential all nonpublic information received from the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Payment terms and pricing contained in invoices shall be treated as confidential commercial terms.

Representations, Warranties, Indemnity

Each party represents that it has full power and authority to enter into this agreement. Client shall indemnify and hold Provider harmless from any claims, liabilities, losses, or expenses (including reasonable attorneys' fees) arising from Client's breach of this agreement, misuse of deliverables, or failure to pay amounts when due.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, fraud, or indemnification obligations, the aggregate liability of each party for any claim arising out of or relating to these terms shall not exceed the total amount paid or payable by Client to Provider under the invoice or statement giving rise to the claim in the twelve (12) months preceding the claim.

Default and Termination

A material failure to pay undisputed amounts that remains uncured for a period of thirty (30) days after written notice constitutes an event of default. On default, Provider may suspend performance, accelerate amounts due, and pursue all available remedies.

Notices

All notices required or permitted hereunder must be in writing and delivered to the contact information provided above or to updated notice addresses provided in writing. Notices are effective on receipt.

Dispute Resolution and Governing Law

The parties shall endeavor to resolve disputes in good faith. If unresolved, disputes shall be resolved in the courts located in the jurisdiction specified below, and the governing law shall be the law of that jurisdiction, exclusive of its conflicts of law rules.

Additional Terms and Special Instructions

By checking the box below and signing, the undersigned represent and warrant that they are authorized to bind their respective party to these Financial Signed Terms and that they have read and accept all provisions contained herein.

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