Legal AMS Waiver

LEGAL AMS WAIVER

This Legal AMS Waiver (the Agreement) is made and entered into as of Effective Date: , by and between Releasor Name: , an entity of type Individual Corporation LLC , with principal place of business or residence at (hereinafter "Releasor"), and Releasee Name: , an entity of type Individual Corporation LLC , with principal place of business at (hereinafter "Releasee"). Releasor and Releasee are sometimes referred to herein collectively as the Parties and individually as a Party.

RECITALS

WHEREAS, Releasee provides, operates, supports or otherwise manages an automated management system, including hardware, software, telemetry, data collection, analytics, interfaces and related services (collectively, "AMS Services");

WHEREAS, Releasor participates in, receives access to, or otherwise uses the AMS Services and, in connection therewith, may be exposed to risks related to data integrity, system malfunctions, third-party integrations, maintenance activities, or other operational impacts;

WHEREAS, the Parties desire to allocate responsibility and to set forth Releasor's express waiver and release of certain claims arising from or relating to the AMS Services, subject to the limitations and exceptions contained herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and other valuable consideration set forth herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "AMS Services" means the systems, software, sensors, communications networks, interfaces, data streams and services described in the specifications and any updates listed in the Systems Covered field below.

2. WAIVER AND RELEASE

2.1 Waiver. Releasor, on behalf of itself and its successors, assigns, agents, officers, directors, employees and representatives, hereby irrevocably waives, releases and forever discharges Releasee and its affiliates, and each of their respective officers, directors, employees, agents and contractors (collectively, the Released Parties) from any and all claims, demands, liabilities, losses, damages, causes of action, costs and expenses (including reasonable attorneys' fees) of whatever kind or nature, whether known or unknown, foreseen or unforeseen, arising out of or relating to Releasor's use of, access to, or reliance upon the AMS Services, except to the extent such claims arise from Releasee's gross negligence or willful misconduct.

2.2 Scope. The release in Section 2.1 includes, without limitation, claims arising from data inaccuracies, interrupted service, delayed transmissions, unauthorized access by third parties, software defects, firmware updates, system maintenance, or integration failures with third-party systems, subject to the exceptions stated in this Agreement.

3. REPRESENTATIONS AND WARRANTIES

3.1 Releasor represents and warrants that it has full authority to enter into this Agreement, that the person signing on behalf of Releasor is authorized to bind Releasor, and that Releasor has read and understands the risks associated with the AMS Services.

3.2 Releasee represents that it will perform AMS Services in a commercially reasonable manner consistent with industry practices, but makes no warranty that AMS Services will be uninterrupted, error-free, or meet any particular performance metric unless expressly set forth in a separate written service agreement executed by the Parties.

4. CONSIDERATION

4.1 Consideration. The Parties acknowledge that the mutual promises and releases set forth herein constitute sufficient and adequate consideration for this Waiver. If monetary consideration has been provided, specify amount:

5. INDEMNIFICATION

5.1 Releasor shall indemnify, defend and hold harmless Releasee from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Releasor's breach of this Agreement, negligent acts or omissions, or willful misconduct in connection with the AMS Services, except to the extent caused by Releasee's gross negligence or willful misconduct.

6. LIMITATION OF LIABILITY

6.1 Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, in no event shall either Party be liable to the other for indirect, incidental, consequential, punitive or special damages, including loss of profits, loss of business, or loss of data, even if advised of the possibility of such damages. The aggregate liability of either Party for direct damages arising out of or relating to this Agreement shall not exceed the amounts actually paid by Releasor to Releasee under any separate AMS service agreement during the twelve (12) months preceding the claim.

7. CONFIDENTIALITY

7.1 Each Party shall maintain in confidence information disclosed by the other Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information does not include information that is publicly available through no fault of the receiving Party or required to be disclosed by law, provided the disclosing Party is given prompt notice of such requirement and an opportunity to seek protective relief.

8. TERM AND TERMINATION

8.1 Term. This Agreement becomes effective on the Effective Date set forth above and remains in effect until terminated by mutual written agreement or as otherwise provided herein.

8.2 Termination. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach in reasonable detail.

9. NOTICES

9.1 All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or to such other address as a Party may designate by notice pursuant to this Section.

10. AMENDMENTS; WAIVER; COUNTERPARTS

10.1 Amendment. This Agreement may not be amended or modified except by a written instrument executed by authorized representatives of both Parties.

10.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

10.3 Counterparts. 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. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the Parties:

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11.3 Severability. If any provision of this Agreement 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.

12. ACKNOWLEDGEMENTS

12.1 Releasor acknowledges that it has carefully read and fully understands the terms of this Agreement and that it is entering into this Agreement voluntarily and without duress. Releasor further acknowledges that it has had the opportunity to seek independent legal advice prior to executing this Agreement.

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