Legal Subscription Regulation Agreement

LEGAL SUBSCRIPTION REGULATION AGREEMENT

This Legal Subscription Regulation Agreement (the "Agreement") is made and entered into as of Effective Date: , by and between Subscriber Name: , an entity formed under the laws of State of Formation: , with principal place of business at Address: (hereinafter "Subscriber"), and Provider Name: , a provider of subscription services with principal place of business at Address: (hereinafter "Provider"). Each of the foregoing is a Party and together the Parties.

Recitals

WHEREAS, Provider operates and offers subscription-based access to services and software and desires to make such services available to Subscriber subject to the regulatory requirements and operational terms set forth herein; and

WHEREAS, Subscriber seeks to obtain and maintain access to Provider's subscription services and agrees to comply with applicable laws, regulations and Provider's regulatory controls as a condition of subscription; and

WHEREAS, the Parties intend by this Agreement to allocate responsibilities for regulatory compliance, reporting, data handling and audit rights with respect to the subscription services.

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

1. Definitions

1.1 "Subscription Services" means Provider's services and software made available to Subscriber under this Agreement, including any API access, user interfaces, documentation and updates.

1.2 "Applicable Law" means any statute, regulation, rule, code, ordinance or binding administrative guidance imposed by any governmental authority having jurisdiction over the Parties or the Subscription Services.

2. Subscription and Regulatory Controls

2.1 Grant. Subject to Subscriber's compliance with this Agreement, Provider grants Subscriber a non-exclusive, non-transferable subscription to access and use the Subscription Services during the Term.

2.2 Regulatory Controls. Subscriber acknowledges that Provider may implement controls, monitoring, reporting, identity verification and usage restrictions to satisfy Applicable Law or to mitigate regulatory risk. Provider shall provide notice in accordance with Section 12 prior to materially changing controls that affect Subscriber's access.

3. Compliance Obligations

3.1 Subscriber Compliance. Subscriber shall at all times comply with Applicable Law in connection with its use of the Subscription Services, including but not limited to regulatory registration, reporting, recordkeeping and any restrictions on content or transactions. Subscriber shall implement and maintain commercially reasonable policies and procedures to ensure ongoing compliance.

3.2 Suspension for Non-Compliance. If Provider reasonably determines that Subscriber's activity poses a regulatory, legal or reputational risk, Provider may suspend or limit access to the Subscription Services upon written notice and provide Subscriber an opportunity to cure where required by Applicable Law.

4. Data Handling and Privacy

4.1 Data Processing. Provider shall process Subscriber Data solely for the purpose of providing Subscription Services and in accordance with the data handling terms agreed between the Parties. Provider shall implement administrative, technical and physical safeguards appropriate to the risk.

4.2 Data Subject Requests. Each Party shall cooperate to the extent required to respond to requests from individuals or authorities concerning personal data, and shall promptly notify the other Party of any legally required disclosures.

5. Fees and Payment

5.1 Fees. Subscriber shall pay fees for the Subscription Services in accordance with the Fee Schedule set forth below and incorporated by reference into this Agreement.

6. Audit Rights

Provider shall have the right, upon reasonable prior notice and subject to confidentiality protections, to audit Subscriber's activities and records to verify compliance with regulatory obligations directly relating to the Subscription Services. Audits shall be conducted during regular business hours and not more than once per calendar year unless a material breach is suspected.

7. Representations and Warranties

Each Party represents and warrants that it has full power and authority to enter into this Agreement and that its performance will not violate any agreement or legal obligation applicable to it.

8. Indemnification

Subscriber shall indemnify, defend and hold harmless Provider from and against any third-party claim, fine or penalty arising from Subscriber's breach of Applicable Law or misuse of the Subscription Services. Provider shall indemnify Subscriber for third-party claims arising from Provider's gross negligence or willful misconduct in providing the Subscription Services.

9. Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or indemnification obligations under Section 8, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. Each Party's aggregate liability under this Agreement shall not exceed the fees paid by Subscriber under this Agreement in the twelve (12) months preceding the claim.

10. Term and Termination

This Agreement commences on the Effective Date and continues for the Subscription Term specified below unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for material breach if the breach is not cured within thirty (30) days after written notice, or immediately upon insolvency of the other Party.

11. Confidentiality

Each Party shall maintain in confidence and shall not disclose Confidential Information of the other Party except as necessary to perform under this Agreement or as required by Applicable Law. Confidential Information shall not include information that is publicly known without breach of this Agreement.

12. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a Party designates in writing.

13. Amendments; Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The waiver of any breach shall not operate as a waiver of any subsequent breach.

14. 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. Signatures transmitted by electronic image shall have the same effect as originals.

15. Governing Law; Severability; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of: , without regard to conflict of law principles. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings.

16. Additional Regulatory Matters

The Parties acknowledge that adherence to this Agreement and the controls described herein is necessary to meet regulatory expectations and that compliance obligations may be modified by Applicable Law. The Parties agree to cooperate in good faith to implement reasonable changes necessary to satisfy regulatory requirements.

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