Legal Acceptance of Terms Agreement

LEGAL ACCEPTANCE OF TERMS AGREEMENT

This Legal Acceptance of Terms Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: with principal address at and Recipient Name: with principal address at .

RECITALS

WHEREAS, Provider possesses terms, policies, and related requirements governing the use, access, or provision of certain products, services, materials or software (collectively, the "Terms"); and

WHEREAS, Recipient has been presented with the Terms and desires to accept and be bound by those Terms as a condition to receiving or continuing to receive the benefit of Provider's products or services; and

WHEREAS, the parties wish to set forth the acceptance, acknowledgement, and certain obligations applicable to the Terms in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, capitalized terms not otherwise defined in the body of this Agreement shall have the meanings assigned to them in the Terms. In addition, "Confidential Information" means any non-public information disclosed by a party to the other party in any form 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.

2. ACCEPTANCE; ACKNOWLEDGMENT

Recipient hereby expressly accepts, acknowledges and agrees to be bound by the Terms in their entirety. Recipient represents that it has had the opportunity to review the Terms, has the authority to accept those Terms, and that acceptance of the Terms is a material inducement to Provider to deliver, continue, or permit access to the products, services, materials or software described in the Terms.

3. SCOPE AND TERM

3.1 Scope. This Agreement governs only the parties' rights and obligations with respect to acceptance of the Terms and does not, by itself, create any licenses, grants, or obligations beyond those expressly set forth herein or in the Terms.

3.2 Term. This Agreement commences on the Effective Date and will continue in effect until the earlier of (a) termination pursuant to the Terms, (b) mutual written agreement of the parties, or (c) thirty (30) days after written notice by Provider to Recipient specifying a material breach by Recipient that remains uncured at the expiration of the cure period.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has the full corporate or individual power and authority to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation enforceable in accordance with its terms; and (c) it will perform its obligations in compliance with all applicable laws and regulations.

5. CONFIDENTIALITY

5.1 Obligations. Each party shall: (a) hold Confidential Information in confidence using at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely for the purposes contemplated by this Agreement and the Terms.

5.2 Permitted Disclosures. A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, to the extent legally permissible, the disclosing party gives the non-disclosing party prior written notice and reasonably cooperates, at the expense of the non-disclosing party, in seeking confidential treatment or other protective measures.

6. INTELLECTUAL PROPERTY

Except as expressly provided in the Terms, nothing in this Agreement transfers or licenses any intellectual property rights between the parties. Provider retains all right, title and interest in and to its preexisting intellectual property and any modifications, improvements or derivative works made by or for Provider.

7. INDEMNIFICATION

Recipient shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Recipient's breach of this Agreement or the Terms or Recipient's negligent or willful acts or omissions.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BETWEEN THE PARTIES UNDER THE APPLICABLE TERMS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and addressed as follows. Notices shall be deemed given when (a) delivered personally, (b) sent by certified mail, return receipt requested, (c) sent by nationally recognized overnight courier, or (d) sent by email with confirmatory copy by one of the foregoing methods.

10. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement and under the Terms. Recipient shall not use Provider's products or services for any unlawful purpose or in violation of applicable export, privacy, or similar laws.

11. MISCELLANEOUS

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

11.2 Entire Agreement. This Agreement, together with the Terms as incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

11.3 Amendments and Waiver. No amendment to or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay by either party to exercise any right shall operate as a waiver of that right.

11.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and the parties shall, to the extent possible, negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that most closely approximates the original intent.

11.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and facsimile or scanned copies of signatures shall be deemed to have the same force and effect as originals for all purposes.

12. CERTIFICATION

By signing below, each party certifies that the individual signing on its behalf is duly authorized to bind that party to this Agreement, and that the party accepts and will comply with the Terms as set forth herein.

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