Legal OSUP Document

Legal OSUP Document

This Operational Systems Use Policy (the "Agreement") is made and entered into as of by and between Provider Name: and User Name: .

RECITALS

WHEREAS, Provider owns, maintains and operates certain information systems, applications, platforms and related services described as:

WHEREAS, User requires access to the foregoing systems for the purpose of performing business activities expressly permitted by Provider and under the terms set forth in this Agreement; and

WHEREAS, Provider is willing to grant limited access to User subject to the terms, conditions and security requirements contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Authorized Use" means only those interactions with the Systems expressly permitted by Provider in writing, limited to the duties described in Section 2.

1.2 "Confidential Information" means non-public business, technical or operational information disclosed by one party to the other in connection with this Agreement, including system configurations, credentials, account information, and User Data, but excludes information that is or becomes public through no breach of this Agreement.

2. GRANT OF ACCESS

Provider hereby grants User a non-exclusive, non-transferable, revocable right to access the Systems solely for the Permitted Uses described below and subject to User's compliance with the terms of this Agreement.

3. RESTRICTIONS ON USE

User shall not: (a) access or use the Systems for any purpose other than Authorized Use; (b) permit access by third parties except as expressly authorized in writing; (c) attempt to disable, circumvent or defeat security features; (d) reverse engineer, decompile or disassemble software components; or (e) remove or alter proprietary notices or labels.

4. SECURITY AND ACCESS CONTROLS

4.1 User shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the Systems and data, including but not limited to strong authentication, role-based access control, and timely revocation of credentials upon employee separation.

4.2 User shall immediately report any known or suspected security incident affecting the Systems or Confidential Information to Provider at the notices address below. Provider may suspend access if it reasonably determines that User's access presents an imminent security risk.

5. CONFIDENTIALITY; DATA OWNERSHIP

5.1 Each party shall hold Confidential Information of the other in strict confidence and shall not disclose such information except as required by law or as necessary to perform under this Agreement, provided that the receiving party uses at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care.

5.2 All data uploaded by or on behalf of User in connection with Authorized Use ("User Data") shall remain the property of User. Provider retains ownership of the Systems and any underlying software, improvements, and aggregated non-identifiable operational metrics.

6. AUDIT, MONITORING AND REPORTING

Provider may monitor User's activity on the Systems for security, performance and compliance purposes. Upon written request, Provider may provide reasonably requested logs or reports to User subject to redaction of third-party confidential information.

7. INDEMNIFICATION

User shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of User's breach of this Agreement, misuse of the Systems, or negligent or willful acts or omissions.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY USER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED THOUSAND DOLLARS ($100,000), WHICHEVER IS LESS.

9. TERM AND TERMINATION

9.1 The term of this Agreement shall commence on the Effective Date and continue until terminated as provided herein.

9.2 Either party may terminate this Agreement upon thirty (30) days' written notice for any material breach not cured within the notice period. Provider may immediately suspend or terminate access if User's conduct presents an immediate security risk or if required by law.

9.3 Upon termination, User shall cease all use of the Systems. Provider will, at Provider's option, return or securely delete User Data in Provider's possession following any applicable data retention schedule; Provider is not responsible for retained backups beyond its normal backup retention period.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address designated by a party in writing). Notice is effective upon receipt.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended only by a written instrument signed by both parties.

11.2 No failure or delay by either party in exercising any right shall operate as a waiver of that right, except by a writing signed by the waiving party.

11.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles.

12.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings.

12.3 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that closely approximates the parties' intent.

MISCELLANEOUS

Any provision that by its nature survives termination or expiration of this Agreement shall survive, including but not limited to Sections 5 (Confidentiality), 7 (Indemnification), 8 (Limitation of Liability), and 12 (Governing Law; Entire Agreement; Severability).

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