Legal Adhesion Request

LEGAL ADHESION REQUEST

This Legal Adhesion Request (the "Request") is entered into by and between Client Name: with principal address: , and Provider Name: with principal address: . Effective Date: , .

RECITALS

WHEREAS, Provider has published a standard form of agreement, policy, or term set described as: (the "Adhesion Terms"), identified by reference or internal identifier: ;

WHEREAS, Client seeks to be bound by the Adhesion Terms for the limited scope set forth in this Request and Provider is willing to consider acceptance of Client’s request in accordance with the terms and conditions below; and

WHEREAS, the parties acknowledge that the Adhesion Terms are prepared by Provider and that acceptance by Provider may be conditioned upon Provider’s internal review and execution pursuant to the procedures set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Request, the parties agree as follows:

1. DEFINITIONS

For purposes of this Request: "Adhesion Terms" means the standard form agreement described above together with any schedules, exhibits, and annexes submitted with this Request; "Requesting Party" means Client; "Provider" means Provider identified above; "Effective Date" means the date set forth above, or if acceptance is later, the date of Provider’s counter-signature as specified in Provider’s acceptance notice.

2. REQUEST TO ADHERE

Client hereby requests that Provider accept Client as a party to the Adhesion Terms. Client submits the Adhesion Terms for Provider's consideration and proposes that, upon Provider’s acceptance in writing, Client shall be bound by the Adhesion Terms without further negotiation except as expressly reserved in this Request.

Client acknowledges and agrees (select applicable acknowledgement):

The Adhesion Terms are presented on a take-it-or-leave-it basis and Client has no unilateral right to amend terms absent Provider’s written consent.

Client requests acceptance subject to the limited exceptions or conditions described here:

3. REPRESENTATIONS AND WARRANTIES

Client represents and warrants to Provider that: (a) Client is duly organized or validly existing under applicable law and has full corporate or other power and authority to submit this Request and to perform its obligations under the Adhesion Terms if accepted; (b) the individual executing this Request on behalf of Client is authorized to bind Client; and (c) the information provided in this Request is true, correct and complete in all material respects.

4. PROVIDER ACTIONS AND REVIEW

Provider retains sole discretion to accept, reject, or accept subject to conditions the Request. Provider’s acceptance shall be effective only upon Provider’s issuance of a written acceptance referencing this Request and the Adhesion Terms. Provider agrees to notify Client of acceptance or rejection within a commercially reasonable period specified in Provider’s internal procedures.

5. EFFECT OF ACCEPTANCE; INCORPORATION

Upon Provider’s written acceptance, the Adhesion Terms, together with any accepted exceptions expressly set forth by Provider in writing, shall become binding obligations between the parties. Acceptance incorporates the Adhesion Terms by reference into this Request. To the extent of any conflict between this Request and the Adhesion Terms as accepted in writing by Provider, the written acceptance shall govern.

6. NOTICES

All notices permitted or required under this Request or under any accepted Adhesion Terms shall be given in writing to the addresses set forth below or to such other address as a party designates by written notice in accordance with this section.

7. AMENDMENTS; WAIVER

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

8. GOVERNING LAW

This Request and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. Governing Law State:

9. ENTIRE AGREEMENT

This Request, together with any Adhesion Terms accepted in writing by Provider and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, and agreements, whether oral or written.

10. SEVERABILITY

If any provision of this Request is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

11. COUNTERPARTS; ELECTRONIC SIGNATURES

This Request 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. Signatures transmitted by electronic means shall be deemed original for all purposes.

12. CERTIFICATION

By signing below, Client certifies that it has read and understands the Adhesion Terms described herein, that it has the requisite authority to submit this Request, and that it is requesting acceptance on the terms set forth in this Request and any attachments.

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