Legal Account Access Agreement

LEGAL ACCOUNT ACCESS AGREEMENT

This Legal Account Access Agreement (the Agreement) is entered into as of the day of , , by and between Account Provider Name: with principal address at (Account Provider), and Authorized User Name: with principal address at (Authorized User).

RECITALS

WHEREAS, Account Provider operates one or more electronic accounts, systems, applications and related services identified in this Agreement (collectively, the Accounts and the Systems) and retains sole ownership and control of such Accounts and Systems; and

WHEREAS, Authorized User requires limited access to the Accounts and Systems for the specific business purposes set forth in this Agreement and Account Provider is willing to grant such access subject to the terms and conditions hereinafter set forth; and

WHEREAS, the parties desire to set forth their respective rights, obligations and restrictions with respect to Account access, credential management, security, auditing and confidentiality.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Account" means any electronic account, user profile, subscription, tenant or credentialed access to the Provider Systems specified in Section 2 and in the Access Specification attached in this Agreement.

1.2 "Credentials" means any username, password, multi-factor authentication token, API key, certificate or other secret used to access an Account.

1.3 "Authorized Use" means use of the Account strictly within the scope, time period and permissions granted in this Agreement.

2. ACCOUNTS, SCOPE OF ACCESS AND ACCESS SPECIFICATION

2.1 Account Provider hereby grants Authorized User access to the Accounts and Systems identified below solely for the Authorized Use described herein. Accounts and Systems to which access is granted:

2.2 Access Level (select all that apply): Read-only Limited read/write Administrative

2.3 Authorized User's access under this Agreement begins on the Effective Date and is limited to the business purposes described:

3. CREDENTIALS, SECURITY AND AUTHENTICATION

3.1 Account Provider will issue Credentials to Authorized User by the delivery method: . Authorized User shall accept Credentials only through secure channels and shall not request or accept Credentials via unsecured means.

3.2 Authorized User shall maintain the confidentiality of Credentials, implement reasonable security measures including multi-factor authentication where available, promptly change default passwords and rotate credentials in accordance with industry standards. Authorized User shall immediately notify Account Provider upon becoming aware of any unauthorized access, disclosure, loss or suspected compromise of Credentials.

3.3 Account Provider reserves the right to suspend, revoke or change Credentials at any time for security, compliance or operational reasons. Account Provider may impose additional security requirements and Authorized User will comply within the timeframe specified in writing.

4. AUTHORIZED USE; PROHIBITED ACTIVITIES

4.1 Authorized User shall use Accounts only for the Authorized Use and in a manner consistent with applicable laws, regulations and policies provided by Account Provider. Authorized User shall not use Accounts to commit illegal acts, infringe third-party rights, transmit malware, perform bulk scraping, circumvent security controls, or otherwise misuse the Accounts.

4.2 Unauthorized sharing, sale, transfer or sublicensing of Credentials or access rights is strictly prohibited. Authorized User shall not permit any third party to access Accounts except as expressly authorized in writing by Account Provider.

5. MONITORING, AUDIT AND COMPLIANCE

5.1 Account Provider may monitor, log and audit activity on Accounts and Systems. Authorized User consents to such monitoring and acknowledges that Account Provider may access Account content for security, legal, regulatory and operational purposes.

5.2 Upon reasonable prior notice, Authorized User shall permit Account Provider or its designated auditors to conduct inspections or audits reasonably necessary to verify compliance with this Agreement. Such audits shall be conducted during normal business hours and in a manner that minimizes disruption.

6. CONFIDENTIALITY

6.1 For purposes of this Agreement, Confidential Information means non-public business, technical, operational and security information disclosed in connection with Account access. Authorized User shall hold Confidential Information in strict confidence and shall not disclose it except to those employees or contractors with a need to know who are bound by confidentiality obligations no less protective than those herein.

6.2 Confidentiality obligations do not apply to information that (a) is or becomes generally known to the public without breach of this Agreement, (b) was rightfully in Authorized User's possession prior to disclosure, (c) is independently developed by Authorized User without use of Confidential Information, or (d) is required to be disclosed by law; provided Authorized User provides prompt notice of any compelled disclosure and cooperates to seek protective measures.

7. DATA OWNERSHIP, RETURN AND RETENTION

7.1 Ownership of data hosted within the Accounts shall be governed by the parties' separate data agreements; where no such agreement exists, Account Provider retains ownership of system-level data and Authorized User retains ownership of its input data subject to the license granted herein.

7.2 Upon termination of access, Account Provider shall provide Authorized User with reasonable opportunity to retrieve Authorized User's data. Account Provider shall retain or delete data in accordance with its retention policies; where applicable, Account Provider shall provide export assistance within days following termination.

8. INDEMNIFICATION

8.1 Authorized User shall indemnify, defend and hold harmless Account Provider and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to Authorized User's breach of this Agreement, unauthorized use of Accounts, or negligent or willful acts or omissions.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR A BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES.

9.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED (USD) ARISING FROM THE CLAIM GIVING RISE TO LIABILITY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. TERM, TERMINATION AND SUSPENSION

10.1 This Agreement commences on the Effective Date and continues until terminated in accordance with this Section. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

10.2 Account Provider may immediately suspend or terminate access without prior notice if Authorized User's access creates an imminent security risk, materially violates this Agreement, or is required by law or a government authority.

11. NOTICES

12. AMENDMENTS; WAIVER

12.1 No amendment or modification of this Agreement shall be binding unless reduced to writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right will constitute a waiver of that right.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

14.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements and communications.

14.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall substitute for any invalid or unenforceable provision a valid and enforceable provision that achieves, to the extent possible, the parties' original intent.

14.3 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. Facsimile or electronic signatures shall have the same force and effect as originals.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement is a valid and binding obligation enforceable against such party in accordance with its terms.

MISCELLANEOUS PROVISIONS

The parties agree that injunctive relief and other equitable remedies are appropriate for any breach of confidentiality or unauthorized access that could cause irreparable harm. The exercise of any remedy shall not preclude the exercise of any other remedy.

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