Legal Disclaimer Agreement

LEGAL DISCLAIMER AGREEMENT

This Legal Disclaimer Agreement (Effective Date: ) is entered into by and between Provider Name: (Entity Type: Individual Corporation LLC Other ) and Recipient Name: (Entity Type: Individual Corporation LLC Other ).

RECITALS

WHEREAS, Provider develops, maintains, or distributes certain materials, content, services and deliverables, including but not limited to written materials, digital content, software, and advice (collectively, the "Materials"); and

WHEREAS, Recipient may access or receive the Materials for its use and Provider desires to disclaim specified warranties and limit certain liabilities arising from such access or use; and

WHEREAS, the parties intend by this Agreement to allocate the risks associated with the use of the Materials and to memorialize the disclaimer and limitations set forth herein.

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

1. DEFINITIONS

1.1 "Materials" means all information, content, data, reports, products, services, software, documentation, and any other materials provided by Provider to Recipient, whether delivered orally, in writing, electronically or otherwise.

1.2 "Effective Date" means the date set forth above and, where relevant, the date upon which Recipient first accesses or uses the Materials.

2. DISCLAIMER OF WARRANTIES

2.1 THE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. PROVIDER DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

2.2 Provider does not warrant that the Materials will meet Recipient's requirements, operate without interruption, be error-free, or be free of viruses or other harmful components. Any examples or projections provided are illustrative only and not guarantees of future performance.

3. LIMITATION OF LIABILITY

3.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATED TO THE MATERIALS OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3.2 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID BY RECIPIENT TO PROVIDER FOR THE MATERIALS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) $.

4. INDEMNIFICATION

Recipient shall defend, indemnify 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 (a) Recipient's misuse of the Materials, (b) Recipient's breach of this Agreement, or (c) Recipient's violation of applicable law in connection with the use of the Materials.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Recipient represents that it will use the Materials only in accordance with applicable law and this Agreement.

6. USE RESTRICTIONS

6.1 Recipient shall not, directly or indirectly, (a) use the Materials in any manner that infringes any third party intellectual property or proprietary rights; (b) attempt to reverse engineer, decompile or disassemble any portion of the Materials that are delivered in object code form; or (c) remove, alter or obscure any proprietary notices contained in the Materials.

6.2 Recipient acknowledges that Provider is not providing legal, medical, financial or other professional advice unless expressly set forth in a separate written agreement signed by both parties. Any reliance on Materials provided by Provider is at Recipient's sole risk.

7. NOTICES

All notices, consents and communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may designate by notice in accordance with this Section. Notice is effective upon receipt.

8. TERM, TERMINATION AND SURVIVAL

This Agreement commences on the Effective Date and shall continue until terminated by either party upon thirty (30) days' prior written notice. Termination shall not relieve Recipient of liability for obligations accrued prior to termination. Sections governing Disclaimer of Warranties, Limitation of Liability, Indemnification, Confidentiality (if any), Governing Law, and Survival shall survive termination.

9. REMEDIES

The parties agree that monetary damages may not be a sufficient remedy for any breach of the covenants set forth in this Agreement and that, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive or other equitable relief to prevent or curtail any such breach.

10. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that state for disputes arising under this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with 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 agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force and effect.

12. AMENDMENT; WAIVER; COUNTERPARTS

Any amendment or modification of this Agreement must be in writing and signed by both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach. 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.

13. ACKNOWLEDGEMENT

RECIPIENT ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS ITS CONTENTS, AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS.

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