Legal Disclaimer Document

LEGAL DISCLAIMER DOCUMENT

This Legal Disclaimer Document (the "Disclaimer") is made effective as of by and between Provider Name: with principal address: and Recipient Name: with principal address: .

RECITALS

WHEREAS, Provider offers certain products, services, information or materials described as: (the "Materials"); and

WHEREAS, Recipient may receive, access, use, or rely upon the Materials in connection with Recipient's operations, decisions, or business activities; and

WHEREAS, the parties desire to set forth certain disclaimers of warranties and limitations of liability in relation to the Materials and their use.

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

1. DEFINITIONS

For purposes of this Disclaimer, the following terms shall have the meanings set forth below:

"Materials" means the items, information, documents, products, services, or deliverables provided by Provider to Recipient as described above.

"Permitted Use" means only those uses expressly authorized in writing by Provider.

2. DISCLAIMER OF WARRANTIES

Provider disclaims, to the fullest extent permitted by law, all warranties, whether express, implied, statutory, or arising by course of dealing or performance, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, reliability and non-infringement. Any descriptions, examples, sample outputs, or demonstrations of Materials are for illustration only and do not constitute a warranty that the Materials will meet Recipient's needs or produce any particular result.

Recipient acknowledges that the Materials may not be error-free, complete, or suitable for all purposes and that Provider has no obligation to update the Materials unless expressly agreed in writing.

3. LIMITATION OF LIABILITY

Except for liability that cannot be excluded by applicable law, Provider's total cumulative liability to Recipient for any and all claims arising out of or relating to this Disclaimer or the Materials, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the greater of (a) the amount paid by Recipient to Provider for the specific Materials giving rise to the claim, or (b) the amount set forth as the liability cap below.

In no event shall Provider be liable for any indirect, incidental, special, consequential, punitive or exemplary damages, including lost profits, lost business opportunities, loss of data, or business interruption, even if Provider has been advised of the possibility of such damages.

4. INDEMNIFICATION

Recipient shall defend, indemnify and hold harmless Provider and its affiliates, officers, directors, employees, agents and contractors from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's use of the Materials, Recipient's breach of this Disclaimer, or Recipient's negligent or willful acts or omissions.

5. USE RESTRICTIONS

Recipient shall not: (a) use the Materials for any unlawful purpose; (b) distribute, resell, assign, sublicense, or otherwise make the Materials available to third parties except as expressly permitted in writing; or (c) alter, reverse engineer, decompile or disassemble the Materials except to the extent permitted by applicable law.

6. REPRESENTATIONS

Each party represents and warrants that it has full corporate or individual power and authority to enter into this Disclaimer, that the person signing on its behalf is authorized to do so, and that this Disclaimer is a valid and binding obligation enforceable in accordance with its terms.

7. CONFIDENTIALITY

If the parties exchange Confidential Information, such information shall be subject to the terms of a separate nondisclosure agreement; absent such an agreement, each party shall maintain the confidentiality of information reasonably identifiable as confidential and not disclose it to third parties except as required by law.

8. NOTICES

All notices required or permitted under this Disclaimer shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as a party designates by written notice. Notices shall be deemed given when delivered personally, sent by certified mail, or sent by nationally recognized overnight courier.

9. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Disclaimer shall be effective unless in writing and signed by both parties. The waiver by either party of a breach of any provision shall not operate or be construed as a waiver of any other or subsequent breach.

10. GOVERNING LAW

This Disclaimer 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.

11. ENTIRE AGREEMENT

This Disclaimer constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

12. SEVERABILITY

If any provision of this Disclaimer is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be severed and the remainder of this Disclaimer shall continue in full force and effect.

13. COUNTERPARTS

This Disclaimer 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 provided by electronic means shall be deemed to be original signatures.

ADDITIONAL TERMS

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