Legal YBOX Agreement

LEGAL YBOX AGREEMENT

This Legal YBOX Agreement (the "Agreement") is made and entered into as of the Effective Date: by and between Party A: , with principal address at ; and Party B: , with principal address at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Party A has developed and operates certain technologies and services identified as YBOX that enable management, storage, processing and distribution of digital content and related functionality;

WHEREAS, Party B desires to engage Party A to provide access to and use of YBOX subject to the terms and conditions contained herein, and Party A is willing to provide such access and services on the terms set forth in this Agreement;

WHEREAS, the Parties intend by this Agreement to establish the rights and obligations of each Party with respect to the access, use, development, support and ownership of materials and results related to YBOX.

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

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a Party to the other Party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.2 "Services" means the access, hosting, support, maintenance and other services to be provided by Party A relating to the YBOX offering as described in Section 2.

2. SCOPE OF SERVICES

2.1 Provision. Subject to the terms and conditions of this Agreement, Party A shall provide the Services to Party B described in the Service Specifications attached to this Agreement or otherwise set forth in writing between the Parties.

2.2 Changes. Any material changes to the scope, schedule, or deliverables shall be documented in a written change order or amendment signed by authorized representatives of both Parties.

3. FEES AND PAYMENT

3.1 Fees. In consideration for the Services, Party B shall pay Party A the fees set forth below: Fee Amount: ; Payment Schedule:

3.2 Late Payment. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Party B shall reimburse Party A for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

4. TERM AND TERMINATION

4.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for unless earlier terminated in accordance with this Agreement.

4.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any representation, warranty or obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4.3 Effects of Termination. Upon termination, Party B shall promptly pay all undisputed fees accrued through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law and any other provisions that by their nature survive termination shall so survive.

5. CONFIDENTIALITY

5.1 Obligation. Each Party shall: (a) hold the other Party's Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information for any purpose other than to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

5.2 Exclusions. Confidential Information does not include information that is (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed without use of the other Party's Confidential Information; or (d) required to be disclosed by law, provided the disclosing Party gives prompt notice and cooperates in any reasonable attempt to limit disclosure.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Party A retains all right, title and interest in and to YBOX and all modifications, improvements, trade secrets, software, documentation and other intellectual property associated therewith, including derivative works and enhancements, whether created prior to or during the Term. Party B retains ownership of its pre‑existing materials and data.

6.2 License. Subject to Party B's payment of all fees and compliance with this Agreement, Party A grants Party B a non-exclusive, non-transferable, non-sublicensable license to access and use YBOX solely for Party B's internal business purposes during the Term.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder and that its execution does not violate any other agreement to which it is bound.

7.2 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‑INFRINGEMENT.

8. INDEMNIFICATION

8.1 By Party A. Party A shall indemnify, defend and hold harmless Party B from and against any third-party claim alleging that Party A's provision of the Services violates any third-party intellectual property right, provided Party B promptly notifies Party A of the claim and reasonably cooperates in the defense.

8.2 By Party B. Party B shall indemnify, defend and hold harmless Party A from and against any third-party claim arising out of Party B's use of the Services in violation of this Agreement, Party B's data, or Party B's breach of representations herein.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 CAP. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, THE AGGREGATE LIABILITY OF EACH PARTY FOR DIRECT DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

10. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement without consent in connection with a merger, acquisition or sale of substantially all its assets, provided the assignee assumes the obligations of the assigning Party.

11. NOTICES

11.1 All notices under this Agreement must 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 when delivered personally, upon confirmed delivery by courier, or three (3) business days after deposit in the mail if sent by certified mail.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its principles of conflicts of law.

12.2 Disputes. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within thirty (30) days, either Party may initiate binding arbitration before a single arbitrator in the agreed venue, with the arbitrator's decision final and binding, except as limited by applicable law.

13. ENTIRE AGREEMENT

This Agreement, together with any statements of work or addenda executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether oral or written, relating to such subject matter.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

15. AMENDMENTS; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce at any time any provision of this Agreement shall not be construed as a waiver of that provision or any other provision.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

17. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect interpretation. References to "including" shall mean "including without limitation."

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