Legal SLTP Terms Agreement

LEGAL SLTP TERMS AGREEMENT

This Legal SLTP Terms Agreement ("Agreement") is entered into as of the day of , by and between Provider: , with principal place of business at , and Client: , with principal place of business at .

RECITALS

WHEREAS, Provider has developed and operates the SLTP platform and related services described in this Agreement ("SLTP Services"), which permit secure structured transfer and processing of transactions and related data; and

WHEREAS, Client desires to engage Provider to provide the SLTP Services under the terms and conditions set forth herein, and Provider is willing to provide the SLTP Services to Client under such terms; and

WHEREAS, the parties intend by this Agreement to set forth the scope, performance standards, fees, obligations, and the respective rights of each party with respect to the SLTP Services.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Agreement" means this Legal SLTP Terms Agreement and all schedules and exhibits attached hereto. 1.2 "SLTP Services" means the software, platform, maintenance, processing, and ancillary services provided by Provider as described in Section 2 and any applicable Statement of Work. 1.3 "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

2.1 Provider shall provide SLTP Services to Client in accordance with the specifications set forth in this Agreement and any statement of work accepted by both parties. Provider will use commercially reasonable efforts to deliver services in a professional and workmanlike manner consistent with industry standards.

2.2 Change Requests. Either party may propose a change to the scope of services. Provider will not be required to implement any change until the parties have executed a written change order, which shall specify any adjustments to fees and schedule.

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 Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach with reasonable particularity.

3.3 Effect of Termination. Upon termination, Provider shall cease providing the SLTP Services, Client shall pay all undisputed fees due and owing through the effective date of termination, and each party shall return or destroy Confidential Information of the other in accordance with Section 5.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees for SLTP Services as set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

4.2 Invoicing and Payment Terms. Provider will invoice Client monthly in arrears. Payment is due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Each party shall hold in confidence and not disclose to any third party any Confidential Information of the other party, and shall use such Confidential Information only for the purposes of performing its obligations under this Agreement. Confidential Information shall not include information that is or becomes publicly known other than through breach of this Agreement.

5.2 Remedies. The parties acknowledge that any breach of this Section 5 may cause irreparable harm and that monetary damages may be inadequate. In addition to other remedies, the non-breaching party shall be entitled to seek injunctive relief.

6. DATA SECURITY AND PRIVACY

6.1 Provider shall implement and maintain administrative, physical, and technical safeguards reasonably designed to protect Client Data from unauthorized access, use or disclosure. Provider shall promptly notify Client of any security breach affecting Client Data and shall cooperate with Client in any investigation and remediation.

7. INTELLECTUAL PROPERTY

7.1 Provider retains all right, title and interest in and to the SLTP Services, including all intellectual property rights therein and thereto, subject only to the limited license expressly granted to Client herein. Client grants Provider a license to use Client Data solely as necessary to perform the SLTP Services.

8. WARRANTIES; DISCLAIMER

8.1 Mutual Warranties. Each party warrants that it has the right and authority to enter into this Agreement. Provider warrants that the SLTP Services will be performed in a commercially reasonable manner consistent with prevailing industry standards.

8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SLTP SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

9.2 CAP ON LIABILITY. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, A PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INDEMNIFICATION

10.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from and against any third-party claim alleging that the SLTP Services infringe a third party's intellectual property rights, provided that Client promptly notifies Provider in writing of any such claim and cooperates in the defense.

10.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against any claim arising from Client Data, Client's use of the SLTP Services not in accordance with this Agreement, or Client's violation of applicable law.

11. COMPLIANCE; EXPORT

Each party shall comply with all applicable laws and regulations in the performance of its obligations under this Agreement. Client shall not permit access to the SLTP Services in contravention of applicable export controls.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth below (or such other address designated by written notice):

13. AMENDMENTS; WAIVER; COUNTERPARTS

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

13.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

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 instrument.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

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

MISCELLANEOUS

The parties acknowledge that they have read and understand this Agreement and that they are authorized to execute this Agreement on behalf of the respective parties.

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