Legal User Form

LEGAL USER FORM

This Legal User Form (the "Agreement") is entered into as of by and between Provider Name: with a principal place of business at and User Name: with a mailing address at .

RECITALS

WHEREAS, Provider operates certain software, services, documentation and related materials (collectively, the "Services") and permits authorized users to access and use the Services under the terms of this Agreement;

WHEREAS, User desires to obtain access to the Services and agrees to comply with the terms, representations and restrictions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the rights, duties and obligations of each party with respect to the access, use, confidentiality and protection of data and intellectual property relating to the Services.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings: "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. "Personal Data" means any information relating to an identified or identifiable natural person processed in connection with the provision of the Services. Other capitalized terms shall have the meanings assigned to them in this Agreement.

2. ACCESS AND LICENSE

Provider hereby grants User a limited, non-exclusive, non-transferable license to access and use the Services solely for User's internal business purposes and subject to the terms and restrictions of this Agreement. User's license is conditioned on timely payment of any applicable fees and compliance with the terms herein.

3. USER OBLIGATIONS; RESTRICTIONS

User shall (a) use the Services in compliance with all applicable laws and regulations; (b) not reverse engineer, modify, decompile, disassemble, or attempt to derive the source code of the Services; (c) not sublicense, resell or otherwise distribute access to the Services except as expressly permitted in writing by Provider; and (d) promptly provide true, complete and accurate information required for account creation and maintenance.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that performance will not violate any agreement with any third party. Provider warrants that it will provide the Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

5. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of Confidential Information of the other party and not to disclose such information except to employees, contractors or agents who need to know and who are bound by confidentiality obligations no less protective than those contained herein. Obligations of confidentiality do not apply to information that is or becomes generally known through no fault of the receiving party, was known by the receiving party prior to disclosure, or is rightfully obtained by the receiving party from a third party without breach of an obligation of confidentiality.

6. DATA PROTECTION

With respect to Personal Data processed in connection with the Services, the parties shall implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction or damage. Each party shall comply with all applicable data protection laws. Provider shall process Personal Data only on documented instructions from User unless required otherwise by law.

7. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Services, including all intellectual property rights. User retains all right, title and interest in and to User Data provided by User. Nothing in this Agreement transfers ownership of Provider's intellectual property to User.

8. INDEMNIFICATION

User shall defend, indemnify and hold harmless Provider and its officers, directors, employees and agents from and against any third-party claim arising out of User's breach of this Agreement, violation of applicable law, or User Data. Provider shall indemnify User against claims that the Services as provided infringe a third party's valid intellectual property rights, subject to Provider's sole control of the defense and settlement of any such claim.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY USER TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. TERM; TERMINATION; SURVIVAL

This Agreement commences on the Effective Date and continues until terminated by either party upon thirty (30) days' prior written notice or immediately upon material breach by the other party that remains uncured after thirty (30) days' notice. Sections regarding Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and Survival shall survive termination.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the United States mail, or one (1) day after delivery to an internationally recognized overnight courier.

12. AMENDMENT; WAIVER

No amendment or modification of this Agreement will be binding unless executed in writing by authorized representatives of both parties. No waiver of any provision shall constitute a waiver of any other provision or any subsequent breach.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Signatures transmitted by electronic means (including scanned or electronic signatures) shall be binding and deemed originals.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

15. ACKNOWLEDGMENT AND CERTIFICATION

By signing below, each party certifies that the individual signing has full authority to bind the party on whose behalf the signature is made, that the party has read and understands this Agreement, and that the party agrees to be bound by its terms and conditions.

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