Legal SNS Agreement

LEGAL SNS AGREEMENT

This Legal SNS Agreement ("Agreement") is entered into as of by and between Provider Name: a Entity Type: Corporation LLC Other organized under the laws of with its principal place of business at , and Client Name: a Entity Type: Corporation LLC Other organized under the laws of with its principal place of business at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Provider operates and maintains a social networking service and related software, systems and support services designed to enable online communities, content sharing, messaging, and analytics (the "Service"); and

WHEREAS, Client desires to obtain from Provider certain rights to access and use the Service and to have Provider host and process certain Client Content and User Data in accordance with the terms set forth herein; and

WHEREAS, Provider is willing to provide the Service and Client is willing to accept the Service, each on the terms and conditions set forth in this Agreement.

NOW, THEREFORE

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

1. DEFINITIONS

1.1 "Agreement" means this Legal SNS Agreement and all Schedules and Exhibits hereto. 1.2 "Client Content" means any content provided, uploaded, posted or transmitted by Client or its end users to the Service. 1.3 "User Data" means personal data and other data collected, stored or processed in connection with Client's use of the Service. 1.4 "Confidential Information" means non-public information designated as confidential or which, by its nature, should reasonably be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Services. Provider shall provide the Service described in the Scope of Services. A general description of the Services and deliverables is:

2.2 Service Levels. Provider will use commercially reasonable efforts to maintain the Service in accordance with the service levels set forth below. Provider's sole obligation for failure to meet any service level will be the credits or remedies expressly set forth herein.

3. ACCESS, ACCOUNTS AND USE

3.1 Accounts. Provider will grant Client, and Client will permit only its authorized administrators and end users (collectively, "Authorized Users") to access the Service under account credentials. Client is responsible for Authorized User activity. Client will promptly notify Provider of unauthorized access or use.

3.2 Acceptable Use. Client shall ensure that Client Content and Authorized User activity comply with applicable law and Provider's acceptable use policies. Provider reserves the right to suspend access to the extent necessary to prevent or stop breaches of law, security incidents, or violations of this Agreement.

4. DATA, PRIVACY AND SECURITY

4.1 Data Processing. Provider will process User Data only on documented instructions from Client and will implement administrative, physical and technical safeguards appropriate to the risk. Client represents that it has the right to provide User Data to Provider for processing.

4.2 Breach Notification. Provider will notify Client without undue delay upon becoming aware of a confirmed security incident affecting Client's User Data and will cooperate with Client to investigate and mitigate the incident.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Provider retains all right, title and interest in and to the Service, Provider software, technology and improvements. Client retains all right, title and interest in and to Client Content and any intellectual property therein, subject to the license granted to Provider below.

5.2 License to Provider. Client grants Provider a non-exclusive, worldwide, royalty-free license to host, copy, transmit and display Client Content solely as necessary to provide the Service and to comply with this Agreement.

6. RESTRICTIONS

Client shall not: (a) reverse engineer, decompile or attempt to derive the source code of the Service; (b) use the Service to store or transmit illegal content; or (c) allow third parties to resell the Service except as expressly permitted in writing by Provider.

7. FEES AND PAYMENT

7.1 Fees. Client will pay Provider the fees set forth in the Order Form or fee schedule attached hereto. Fees are non-refundable except as expressly provided in this Agreement.

7.2 Taxes and Payment Terms. All fees are exclusive of taxes. Client shall pay invoices within the payment terms specified in the invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

8. CONFIDENTIALITY

8.1 Confidentiality Obligations. Each Party shall (a) use Confidential Information only to perform its obligations under this Agreement and (b) protect Confidential Information of the other Party using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

8.2 Exclusions. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party, was known prior to receipt, was rightfully received from a third party without breach, or is independently developed.

9. WARRANTIES; DISCLAIMER

9.1 Warranties. Each Party represents that it has the authority to enter into this Agreement. Provider warrants that it will provide the Service in a professional manner consistent with industry standards.

9.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INDEMNIFICATION

11.1 By Provider. Provider shall defend, indemnify and hold Client harmless from third-party claims alleging that the Service as provided infringes a valid U.S. patent, copyright or trade secret, provided Client gives prompt written notice and cooperates in the defense.

11.2 By Client. Client shall defend, indemnify and hold Provider harmless from third-party claims arising from Client Content, Client's breach of law, or Client's misuse of the Service.

12. TERM; TERMINATION

12.1 Term. The term of this Agreement commences on the Effective Date and continues for the initial period specified in the applicable Order Form. Thereafter, the Agreement renews for successive terms as set forth in the Order Form unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

12.2 Termination for Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure within thirty (30) days of receipt of written notice specifying the breach.

13. EFFECTS OF TERMINATION

Upon termination, Client shall pay all fees accrued through the effective date of termination. Provider will, upon Client's written request made within sixty (60) days following termination, provide Client with a copy of Client Content in a commonly used electronic format and then securely delete Client Content as required by applicable law.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses below. Notices are effective upon receipt when delivered in person, by nationally recognized overnight courier, or by certified mail, return receipt requested.

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may not be amended except by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party to exercise any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original.

16. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

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

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

16.3 Entire Agreement. This Agreement, together with any Order Forms and exhibits, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior and contemporaneous agreements and understandings.

17. MISCELLANEOUS PROVISIONS

The Parties acknowledge that they have read and understand this Agreement, that each has had the opportunity to consult with counsel, and that they consent to be bound by its terms.

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