Legal Ping Agreement

LEGAL PING AGREEMENT

This Legal Ping Agreement ("Agreement") is entered into as of by and between Client Name: with principal address , and Provider Name: with principal address .

Recitals

WHEREAS, Provider operates a secure electronic ping and notification service designed to deliver time-stamped communications and receipt data ("Ping Service") to designated recipients in accordance with the terms set forth herein; and

WHEREAS, Client desires to engage Provider to perform pinging and notification services for purposes of notice, evidence of delivery, or other communications authorized by Client and consistent with applicable law; and

WHEREAS, the parties wish to define their respective rights and obligations regarding the use, security, and legal effect of pings and related data generated by the Ping Service.

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

1. Definitions

1.1 "Ping" means an electronic transmission initiated by Provider through the Ping Service that attempts to deliver a Notification to a designated recipient and records metadata including time, delivery status, and routing information.

1.2 "Notification" means the content and any attachments submitted by Client for transmission via the Ping Service.

1.3 "Service Data" means all metadata, delivery receipts, logs, and related records generated by Provider in the course of performing the Ping Service.

2. Scope of Services

2.1 Provider shall transmit Pings on behalf of Client to recipient contact information supplied by Client. Provider shall use commercially reasonable efforts to achieve delivery and shall record Service Data for each Ping.

2.2 Provider will provide Client access to Service Data in the form and frequency set forth in the Service Order. Provider's obligation to retransmit a Notification shall be limited to corrections of technical failure where failure is attributable to Provider's platform.

2.3 Client acknowledges that successful delivery of a Ping depends on accurate recipient information, third-party network conditions, and applicable law. Provider does not guarantee that delivery by Ping will satisfy any legal requirement unless expressly agreed in writing.

3. Term and Termination

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

3.2 Termination for Convenience. Either party may terminate this Agreement upon days written notice to the other party.

3.3 Termination for Cause. Either party may terminate this Agreement for the material breach of the other party that remains uncured thirty (30) days after receipt of written notice specifying the breach.

4. Fees and Payment

4.1 Fees. Client shall pay Provider the fees set forth in the applicable Service Order. Base fee per Ping: (currency units).

4.2 Payment Terms. Unless otherwise specified, fees are due within days of invoice. Overdue amounts bear interest at the lesser of 1.5% per month or the maximum permitted by law.

5. Confidentiality

5.1 Each party shall keep confidential and not disclose Confidential Information of the other party except as necessary to perform its obligations. "Confidential Information" includes Notifications, Service Data, pricing, and non-public business information.

5.2 Exclusions. Confidential Information does not include information that is (a) publicly available through no breach by the receiving party; (b) rightfully obtained from a third party without restriction; or (c) independently developed without use of the disclosing party's Confidential Information.

6. Data Security and Retention

6.1 Security Measures. Provider shall implement and maintain administrative, physical, and technical safeguards designed to protect Service Data against unauthorized access, disclosure, alteration, or destruction, consistent with industry standards.

6.2 Deletion. Upon termination or expiration, Provider shall retain and/or delete Service Data as required by law and as set forth in the Service Order; Client may request export of Service Data within the retention period.

7. Representations and Warranties

7.1 Each party represents that it has full corporate power and authority to enter into and perform this Agreement and that execution and performance will not violate any applicable law or third-party agreement.

7.2 Provider warrants that it will perform the Ping Service in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES.

8. Limitation of Liability

8.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

9. Indemnification

9.1 Client shall indemnify, defend, and hold Provider harmless from and against any third-party claims arising out of Client's Notifications, instructions, or misuse of the Ping Service, except to the extent caused by Provider's gross negligence or willful misconduct.

9.2 Provider shall indemnify Client against claims arising from Provider's breach of its security obligations or misrepresentation of the Service capabilities, to the extent such claims are caused by Provider's negligence or willful misconduct.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or such other address as a party designates in writing. Notices are effective upon receipt.

11. Assignment

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes Provider's obligations hereunder.

12. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which constitutes an original.

13. Governing Law; Entire Agreement; Severability

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to choice-of-law rules.

13.2 Entire Agreement. This Agreement, together with the applicable Service Order(s), constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Miscellaneous

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