Legal Adhesion Declaration

Legal Adhesion Declaration

This Legal Adhesion Declaration (the Declaration) is made effective as of by and between Declarant Name: with a principal business address at (Declarant), and Adhering Party Name: with a principal business address at (Adhering Party). Declarant and Adhering Party are each a Party and collectively the Parties.

RECITALS

WHEREAS, Declarant is the author or owner of certain standardized terms, conditions, policies and procedures presented on a take-it-or-leave-it basis to counter-parties or clients in the ordinary course of Declarant's operations; and

WHEREAS, Adhering Party has elected to accept such standardized terms by virtue of accepting services, products, or access that are conditioned upon acceptance of those terms; and

WHEREAS, the Parties desire to memorialize the Adhering Party's acknowledgment of the non-negotiable nature of the standardized provisions and the consequences of adhesion, including allocation of risks and remedies between the Parties.

NOW, THEREFORE, in consideration of mutual covenants and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Declaration, the following terms have the meanings set forth below. "Adhesion Document" means the written or electronic terms, conditions, policies and disclosures presented by Declarant to the Adhering Party in connection with provision of goods, services, or access. "Acceptance" means any act by Adhering Party reasonably evidencing assent to the Adhesion Document, including but not limited to clicking an acceptance control, executing a purchase, or continuing to use services after notice.

2. ACKNOWLEDGMENT OF ADHESION

Adhering Party expressly acknowledges that the Adhesion Document was presented on a standardized, non-negotiable basis and that Adhering Party had the opportunity to review the Adhesion Document prior to Acceptance. Adhering Party further acknowledges that certain provisions allocate risk, impose limitations on remedies, or require specific dispute resolution procedures.

Adhering Party initial here to confirm review and acceptance: Initials:

3. EFFECT OF ADHESION

To the extent permitted by applicable law, Adhering Party agrees that the Adhesion Document's terms shall bind Adhering Party as though individually negotiated, and Adhering Party hereby waives any claim that the Adhesion Document is unenforceable solely because it was presented on a standardized basis. Adhering Party acknowledges that Declarant's remedies for breach may include injunctive relief, specific performance, and recovery of reasonable costs, consistent with the Adhesion Document.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Declaration and that the individual executing this Declaration on its behalf is duly authorized. Adhering Party further represents that it has had a reasonable opportunity to review the Adhesion Document and to seek advice of counsel.

5. INCORPORATION; PRECEDENCE

The Adhesion Document is incorporated by reference and shall govern the relationship between the Parties to the extent not inconsistent with this Declaration. In the event of a conflict between this Declaration and the Adhesion Document, the terms of this Declaration shall govern solely with respect to matters explicitly addressed herein.

6. REMEDIES; LIMITATIONS

Except where prohibited by applicable law, the Parties agree that monetary damages may be an inadequate remedy and that Declarant shall be entitled to seek equitable relief, including injunction and specific performance. Any limitations of liability set forth in the Adhesion Document shall apply subject to mandatory law; nothing in this Declaration shall be construed to create liability for Declarant beyond what is expressly set forth in the Adhesion Document.

7. INDEMNIFICATION

To the fullest extent permitted by law, Adhering Party shall indemnify, defend and hold harmless Declarant and its officers, directors, employees and agents from and against all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Adhering Party's breach of the Adhesion Document or this Declaration.

8. NOTICES

Notices to Declarant:

Notices to Adhering Party:

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Declaration shall be effective unless in a writing signed by the Party against whom enforcement is sought. No failure or delay by either Party in exercising any right or remedy shall operate as a waiver thereof.

10. GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties below, without regard to conflict of law principles. Governing Jurisdiction:

11. ENTIRE AGREEMENT

This Declaration, together with the Adhesion Document as incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

12. SEVERABILITY

If any provision of this Declaration is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves the original intent as closely as possible.

13. COUNTERPARTS; ELECTRONIC EXECUTION

This Declaration 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 copies of signatures shall be deemed original signatures for all purposes.

ADDITIONAL INFORMATION

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