Legal Online Agreement

LEGAL ONLINE AGREEMENT

This Legal Online Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: (the "Provider"), having its principal place of business at and Client Name: (the "Client"), having its principal place of business at .

Entity Type: Corporation LLC Individual

RECITALS

WHEREAS, Provider operates and maintains an online platform and related services for the delivery of software, hosting, data processing and platform access (the "Services"); and

WHEREAS, Client desires to obtain access to and use the Services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to grant Client a limited, non-exclusive right to access the Services and Client is willing to accept such access subject to the terms herein.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a disclosing party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, pricing, technical data and user information.

1.2 "Documentation" means Provider's user manuals, technical specifications and other published materials describing the features, functionality and operation of the Services.

2. SERVICES

2.1 Scope. Provider shall provide the Services and make the Documentation available to Client as described in the Service Description below. Provider shall use commercially reasonable efforts to make the Services available 24/7, subject to scheduled maintenance and force majeure events.

3. ACCESS, SECURITY AND USER OBLIGATIONS

3.1 Access. Provider shall grant Client access credentials to the Services. Client shall ensure that access credentials are kept confidential and shall be responsible for all activities that occur under Client's account.

3.2 Security. Client shall implement reasonable administrative, physical and technical safeguards to protect access to the Services and any Client Data. Client shall promptly notify Provider of any unauthorized use or security breach.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth below. Unless otherwise agreed in writing, fees are exclusive of taxes and are due within thirty (30) days of invoice.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose such information to any third party except as necessary to perform its obligations under this Agreement or as required by law.

5.2 Return or Destruction. Upon termination or expiration of this Agreement, each party will, upon request, return or destroy the other party's Confidential Information, except to the extent copies are retained in backup systems or as required by applicable law.

6. DATA PROTECTION

6.1 Processing. Provider will process Client Data only in accordance with Client's documented instructions and as necessary to provide the Services. Provider shall implement appropriate technical and organizational measures to protect Client Data against unauthorized processing.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Provider retains all right, title and interest in and to the Services, Documentation and Provider's pre-existing intellectual property. Client retains ownership of Client Data and any intellectual property rights therein.

7.2 License to Client Data. Client grants Provider a limited, non-exclusive, royalty-free license to the extent necessary to host, reproduce and display Client Data in order to provide the Services.

8. WARRANTY; DISCLAIMER

8.1 Limited Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy shall be re-performance of the affected Services or, if Provider fails to re-perform, a refund of fees paid for the affected Services.

8.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA OR INTERRUPTION OF BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT.

9.2 Cap on Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INDEMNIFICATION

10.1 By Provider. Provider shall defend, indemnify and hold harmless Client from and against any third-party claim alleging that the Services, as provided and used in accordance with this Agreement, infringe a third party's issued patent, copyright or trademark, provided that Client gives Provider prompt written notice and sole control of the defense and settlement of the claim.

10.2 By Client. Client shall defend, indemnify and hold harmless Provider from and against any third-party claim arising out of Client Data, Client's use of the Services in violation of this Agreement, or Client's violation of applicable law.

11. TERM AND TERMINATION

11.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of months, unless earlier terminated in accordance with this Agreement.

11.2 Termination for Cause. Either party may terminate this Agreement for the other party's material breach if such breach remains uncured thirty (30) days after written notice specifying the breach.

12. NOTICES

12.1 Methods. All notices under this Agreement must be in writing and delivered by hand, national overnight courier, certified mail (return receipt requested) or email with confirmation of receipt to the addresses set forth below or to such other address as either party may designate by notice.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

13.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude further exercise of that right.

13.3 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. Delivery of an executed signature page by electronic transmission shall be effective as an original signature.

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 specified below without regard to conflict of laws principles.

14.2 Entire Agreement. This Agreement, together with any exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

SIGNATURES

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