Legal DVS Agreement

LEGAL DVS AGREEMENT

This Legal DVS Agreement ("Agreement") is made and entered into as of Effective Date: by and between Provider Name: a/an Corporation LLC Individual, organized under jurisdiction: with principal place of business at: (hereinafter "Provider"), and Client Name: a/an Corporation LLC Individual, with principal place of business at: (hereinafter "Client"). Provider and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Provider operates a digital verification service ("DVS") that performs identity, document and data verification, risk screening, and related verification processes using automated and manual review methods; and

WHEREAS, Client desires to engage Provider to perform verification services on Client's behalf under the terms set forth herein, and Provider is willing to provide such services subject to the terms and conditions of this Agreement; and

WHEREAS, the Parties intend to establish the scope, fees, confidentiality, data handling standards, liability allocations and other terms governing the provision of the DVS services.

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

1. DEFINITIONS

1.1 "DVS Services" means the data and document verification, identity checks, credential validation, automated scoring and related verification activities described in the Scope of Services.

1.2 "Client Data" means all information, documents, images, data files and other materials provided by or on behalf of Client to Provider for verification under this Agreement.

2. SCOPE OF SERVICES

2.1 Services. Provider shall perform the DVS Services described in the Scope of Services field below and deliver verification outputs in accordance with the Service Levels set forth herein.

2.2 Service Levels. Provider will use commercially reasonable efforts to process verifications within the agreed standard turnaround time. Provider's standard target timeframe is for automated checks and for manual review, subject to system availability and receipt of complete Client Data.

3. CLIENT OBLIGATIONS

3.1 Client shall provide accurate, complete and timely Client Data in formats acceptable to Provider. Client represents and warrants that it has all necessary rights and consents to submit Client Data to Provider for the purposes set forth in this Agreement.

3.2 Client shall not submit any data that violates applicable law, infringes third-party rights, or contains malicious code. Provider may refuse or suspend processing of any Client Data that creates legal, operational or security risk.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees for DVS Services as set forth below. Fees may be calculated per transaction, per batch, or as a subscription; the selected fee model is:

4.2 Payment Terms. Unless otherwise agreed in writing, invoices are due within days of invoice. Late payments incur interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Each Party shall keep confidential and not disclose Confidential Information of the other Party except to its employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.2 "Confidential Information" includes Client Data, verification outputs, pricing, non-public technical and business information, and other information designated confidential or that a reasonable person would understand to be confidential. Confidential Information does not include information that is publicly known, independently developed without use of the other's Confidential Information, or lawfully received from a third party.

6. DATA PROTECTION

6.1 Provider shall maintain appropriate administrative, physical and technical safeguards to protect Client Data against unauthorized access, disclosure, alteration or destruction consistent with industry standards. Provider shall process Client Data only for the purposes described in this Agreement and in accordance with Client's documented instructions.

6.2 Breach Notification. Provider will notify Client without undue delay upon becoming aware of a confirmed security breach affecting Client Data and will cooperate with Client in investigating and responding to the incident. Provider's notification obligations do not limit its liability.

7. INTELLECTUAL PROPERTY

7.1 Provider retains all right, title and interest in and to Provider's systems, software, algorithms, models, methodologies and any derivative works thereof (collectively, "Provider IP"). Nothing in this Agreement transfers ownership of Provider IP to Client.

7.2 Client retains ownership of Client Data. Provider is granted a limited, non-exclusive, non-transferable license to use Client Data solely to perform the DVS Services and for internal diagnostics and improvement subject to aggregation and anonymization.

8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

8.1 Each Party represents that it has the power and authority to enter into this Agreement and to perform its obligations. Client warrants that Client Data is accurate to the best of Client's knowledge and that Client has obtained all required consents.

8.2 EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Client shall defend, indemnify and hold Provider and its officers, directors and employees harmless from and against any third-party claims, liabilities, damages and expenses arising out of Client's breach of this Agreement, Client Data, or Client's violation of applicable law.

9.2 Provider shall indemnify Client against third-party claims that Provider's delivery of the DVS Services, as provided hereunder and not altered by Client, infringes a third party's issued patent, copyright or trademark; provided that Client gives Provider prompt notice and reasonable cooperation.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

11. TERM AND TERMINATION

11.1 Term. This Agreement commences on the Effective Date and continues for an initial term of and thereafter automatically renews for successive periods of the same duration unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

11.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breach is not cured within days after written notice of such breach.

11.3 Effects of Termination. Upon termination, Provider shall cease processing Client Data and, at Client's direction, return or securely delete Client Data in Provider's possession within a commercially reasonable period, subject to applicable law and backup retention practices.

12. NOTICES

12.1 All notices under this Agreement must be in writing and delivered to the address specified below or to such other address as each Party may designate by notice. Notices are effective upon receipt.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing.

13.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Signatures delivered by electronic means shall be binding.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws rules.

14.2 Entire Agreement. This Agreement, together with any exhibits or attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by law.

15. MISCELLANEOUS

15.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture or employment relationship.

15.2 Audit Rights. Upon reasonable notice and during normal business hours, Provider shall permit Client to audit Provider's compliance with data handling obligations as they relate to Client Data; such audits shall be subject to confidentiality obligations.

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