Legal Traffic Package Agreement

LEGAL TRAFFIC PACKAGE AGREEMENT

This Legal Traffic Package Agreement (the Agreement) is entered into as of by and between Client Name: , with principal business address: (Client), and Provider Name: , with principal business address: (Provider).

RECITALS

WHEREAS, Provider operates a traffic delivery service and offers traffic packages, targeting, tracking and reporting services designed to generate clicks, visits, impressions, leads, and related user activity (Traffic Services); and

WHEREAS, Client desires to procure from Provider, and Provider desires to provide to Client, a Traffic Package comprised of the deliverables, performance metrics, and reporting described in this Agreement under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Traffic Package and associated services.

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

1. DEFINITIONS

1.1 "Traffic Package" means the set of Services, deliverables, targeting parameters, volume commitments and reporting described in Exhibit A (Deliverables and Specifications) and any Statement of Work executed under this Agreement.

1.2 "Acceptable Use Policy" means Provider's commercially reasonable policies prohibiting illegal, infringing or fraudulent use of traffic delivered hereunder, as further described in Section 7.

2. SERVICES AND DELIVERABLES

2.1 Scope. Provider shall deliver the Traffic Package described in the Deliverables and Specifications section below and any attachments. Provider shall use commercially reasonable efforts to meet the agreed metrics but does not guarantee outcomes beyond the specific volume or quality commitments set forth.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of months unless earlier terminated in accordance with Section 3.2.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach. Termination shall be without prejudice to any accrued rights or obligations.

4. FEES, PAYMENT AND INVOICING

4.1 Fees. Client shall pay Provider the fees set forth for the Traffic Package. The base package fee is per , exclusive of applicable taxes.

4.2 Late Payment. Unpaid amounts shall bear interest at the lesser of 1.5% per month or the maximum permitted by law. Client shall be responsible for reasonable collection costs for delinquent invoices.

5. METRICS, REPORTING AND ACCEPTANCE

5.1 Measurement. Provider shall track and report metrics including but not limited to impressions, clicks, unique visitors, conversions and click-through rates. Reporting frequency: .

5.2 Acceptance. Client shall have ten (10) business days following delivery of an initial monthly report to notify Provider of any material discrepancies. Absent timely notice, the reported metrics shall be deemed accepted.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any applicable law or agreement.

6.2 Provider Warranties. Provider warrants that Services will be provided in a professional manner consistent with industry standards. Provider does not warrant results beyond the specific performance commitments set forth in this Agreement.

7. COMPLIANCE, ACCEPTABLE USE AND PROHIBITED CONTENT

7.1 Compliance with Laws. Each party shall comply with all applicable laws, rules and regulations in performing its obligations. Provider shall use commercially reasonable measures to prevent delivery of traffic that is fraudulent, harmful, or illegal.

7.2 Prohibited Content. Client shall not request or accept traffic for content that is unlawful, infringing, exploitative, or otherwise disallowed. Provider may suspend delivery for traffic that violates the Acceptable Use Policy or poses legal or reputational risk.

8. DATA PROTECTION

8.1 Data Handling. Provider will handle and process any Client personal data only in accordance with the parties' written instructions and applicable data protection laws. The parties shall implement and maintain reasonable technical and organizational measures to protect such data.

9. INTELLECTUAL PROPERTY

9.1 Ownership. Client retains all right, title and interest in Client Materials provided to Provider. Provider retains ownership of its pre-existing technology, methodologies, analytics and trade secrets used to deliver the Services.

9.2 License. Client grants Provider a limited, non-exclusive, revocable license to use Client Materials solely to perform the Services. Provider grants Client a limited, non-exclusive license to use delivered reports for Client's internal business purposes.

10. CONFIDENTIALITY

10.1 Confidential Information. "Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential. Each receiving party shall maintain confidentiality and not disclose Confidential Information except to employees or contractors with need to know.

10.2 Exceptions. Confidential Information does not include information that is or becomes publicly available without breach, known to the recipient prior to disclosure, independently developed, or rightfully received from a third party.

11. INDEMNIFICATION

11.1 By Client. Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Client Materials, Client content, Client's breach of law, or Client's breach of this Agreement.

11.2 By Provider. Provider shall indemnify, defend and hold harmless Client from third-party claims arising from Provider's gross negligence, willful misconduct, or material breach of warranties under this Agreement.

12. LIMITATION OF LIABILITY

Except for each party's indemnification obligations, or for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Provider's aggregate liability under this Agreement shall not exceed the fees paid by Client to Provider in the six (6) months preceding the claim.

13. NOTICES

All notices shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice. Notices are effective upon receipt.

14. AMENDMENTS, WAIVER, COUNTERPARTS

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

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

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

15. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by Client choice: without regard to conflict of laws principles.

15.2 Entire Agreement. This Agreement, together with any exhibits or statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

MISCELLANEOUS

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