Legal Disclaimer Template

LEGAL DISCLAIMER

This Legal Disclaimer (the "Disclaimer") is made effective as of Effective Date: by and between Party A Name: , Entity Type: Individual Corporation LLC Address:

and Party B Name: , Entity Type: Individual Corporation LLC Address:

RECITALS

WHEREAS, Party A provides certain information, materials, services, products, or technologies (the "Materials") that are made available to Party B on a non‑exclusive basis; and

WHEREAS, Party B acknowledges that Party A desires to limit legal responsibility and clarify the scope of warranties and liabilities associated with the Materials; and

WHEREAS, the parties desire to set forth the disclaimer, limitation of liability, and related terms governing Party A's provision of the Materials.

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Materials" means any content, data, documentation, software, recommendations, or other deliverables provided by Party A to Party B, whether in writing, electronically, or orally, including any updates or modifications thereto.

1.2 "Confidential Information" means non-public information disclosed by a party that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. DISCLAIMER OF WARRANTIES

2.1 Party A provides the Materials "AS IS" and "AS AVAILABLE." To the maximum extent permitted by applicable law, Party A expressly disclaims all warranties, whether express, implied, statutory or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

2.2 Party A does not warrant that the Materials will meet Party B's requirements, that access to the Materials will be uninterrupted or error-free, or that defects will be corrected. Party A does not guarantee the accuracy, completeness, reliability, currency, or suitability of any information contained in the Materials.

3. LIMITATION OF LIABILITY

3.1 Except to the extent prohibited by law, in no event will Party A, its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable for any special, incidental, indirect, punitive, exemplary or consequential damages, including loss of profits, loss of business, loss of data, or business interruption, regardless of the cause of action and even if Party A has been advised of the possibility of such damages.

3.2 Party A's aggregate liability for any claim arising out of or relating to this Disclaimer or the Materials shall not exceed the Liability Cap Amount: , unless otherwise required by applicable law. This limitation applies regardless of the form of action, whether in contract, tort, strict liability or any other legal theory.

4. INDEMNIFICATION

4.1 Party B shall indemnify, defend and hold harmless Party A and its affiliates from and against any and all third‑party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or relating to Party B's use of the Materials, breach of this Disclaimer, or any misuse of the Materials, except to the extent such claims arise from Party A's gross negligence or willful misconduct.

5. USE RESTRICTIONS

5.1 Party B shall use the Materials only for lawful purposes and in accordance with any applicable instructions provided by Party A. Party B shall not: (a) decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from any software; (b) remove or obscure any proprietary notices; or (c) use the Materials in a manner that violates applicable law.

6. INTELLECTUAL PROPERTY

6.1 All intellectual property rights in the Materials, including copyrights, trade secrets, trademarks and patents, are and shall remain the sole and exclusive property of Party A or its licensors. Nothing in this Disclaimer grants Party B any ownership interest in such intellectual property.

7. CONFIDENTIALITY

7.1 Each party shall protect the other's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is publicly known, rightfully received from a third party without restriction, or independently developed without use of the other party's Confidential Information.

8. NOTICES

8.1 All notices under this Disclaimer shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or such other address as a party may specify in writing.

9. AMENDMENTS; WAIVER

9.1 No amendment, modification, or waiver of any provision of this Disclaimer shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right will constitute a waiver of that right.

10. COUNTERPARTS

10.1 This Disclaimer may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures transmitted by electronic means (including scanned images of signatures) shall be effective as original signatures.

11. GOVERNING LAW

11.1 This Disclaimer shall be governed by and construed in accordance with the laws of the Jurisdiction: , without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

12.1 This Disclaimer, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to such subject matter.

13. SEVERABILITY

13.1 If any provision of this Disclaimer is held to be invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions will remain in full force and effect and such invalid provision will be reformed only to the extent necessary to make it enforceable.

14. ADDITIONAL PROVISIONS

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