Online Internet Lease Agreement

ONLINE INTERNET LEASE AGREEMENT

This Online Internet Lease Agreement (the Agreement) is entered into as of (Effective Date), by and between Lessor Name: , Lessor Address: , and Lessee Name: , Lessee Address: .

RECITALS

WHEREAS, Lessor is the lawful owner or authorized manager of certain online asset(s) described as: (Leased Asset); and

WHEREAS, Lessee desires to lease and operate the Leased Asset for the purposes set forth herein, and Lessor is willing to lease use of the Leased Asset to Lessee on the terms and conditions of this Agreement.

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

SCOPE OF WORK; RIGHTS GRANTED

Grant of Rights: Lessor grants to Lessee a non-exclusive, revocable lease to use the Leased Asset solely for the Permitted Uses described in the Scope of Work. Lessee shall not transfer, sublicense, or assign access to the Leased Asset except as provided in Section 9 (Assignment).

PAYMENT TERMS

Late Payment: Any amount not received by Lessor within days after the applicable due date shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. Lessee shall also be responsible for all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement without cause by providing the other party with no less than days' prior written notice.

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and not disclose to any third party any Confidential Information of the other party (Disclosing Party). "Confidential Information" includes credentials, account access details, non-public user data, trade secrets, business plans, and technical information and does not include information that is (a) publicly known through no breach of this Agreement, (b) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (c) rightfully received from a third party without restriction. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

On expiration or termination of this Agreement, Receiving Party shall promptly cease use of and, at Disclosing Party's option, return or destroy Confidential Information and any credentials or keys providing access to the Leased Asset.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Lessor represents and warrants that it has lawful authority to grant the rights described in this Agreement, and that, to Lessor's knowledge, the use contemplated by Lessee will not infringe third-party rights. Lessee represents that its planned use is lawful and will comply with applicable laws and third-party terms. Neither party makes any other express or implied warranty, and all other warranties are hereby disclaimed to the maximum extent permitted by law.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its representations, warranties, or obligations under this Agreement, or the indemnifying party's negligent or willful misconduct.

Limitation of Liability: Except for a party's breach of confidentiality obligations, indemnification obligations, or willful misconduct, in no event shall either party be liable for indirect, incidental, consequential, special, or punitive damages, and the parties' aggregate liability for any claim arising out of this Agreement shall not exceed the total amount of fees paid by Lessee to Lessor under this Agreement during the six (6) months immediately preceding the claim.

ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer of control, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to negotiate in good faith to resolve disputes amicably before pursuing litigation; nothing in this paragraph limits a party's right to seek injunctive or other equitable relief.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules or written exhibits expressly incorporated, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

MISCELLANEOUS

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other. Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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