Social Networking Service Agreement

SOCIAL NETWORKING SERVICE AGREEMENT

This Social Networking Service Agreement (the Agreement) is made and entered into as of Effective Date: by and between Provider Name: (Provider) and Client Name: (Client). Provider and Client may be referred to individually as Party and collectively as Parties.

RECITALS

WHEREAS, Provider operates, maintains, and provides technology, software, and related services to host and operate social networking functionality, community features, content distribution, analytics, and related services (the Services);

WHEREAS, Client desires to engage Provider to provide the Services described herein for Client's accounts, content distribution, community management, or advertising activity, and Provider is willing to provide such Services pursuant to the terms and conditions of this Agreement; and

WHEREAS, the Parties intend for this Agreement to set forth the scope of Services, payment obligations, confidentiality protections, and other terms governing their relationship.

1. SCOPE OF WORK

Provider shall perform the Services described below in accordance with the terms of this Agreement. The Parties acknowledge that specific deliverables, service levels, and acceptance criteria will be set forth as part of the Project Description.

2. PAYMENT TERMS

Client shall pay Provider for the Services as set forth below. All amounts due are exclusive of taxes, which are the responsibility of the Party required to pay them by applicable law.

Invoices are due within days of receipt. Any past due amount shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower) and Client shall reimburse Provider for reasonable collection costs and attorneys' fees.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing the other Party with written notice at least days prior to the effective termination date. Either Party may terminate for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice of the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

Upon termination, Provider will, at Client's written request and for a reasonable fee, provide transitional assistance and transfer of Client data in Provider's possession in a commonly used electronic format, subject to payment of outstanding amounts and compliance with confidentiality obligations.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) in any form that is designated as confidential or that, by its nature, would reasonably be considered confidential, including business plans, product information, user data, trade secrets, pricing, and marketing strategies. Confidential Information does not include information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) protect the Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Upon termination or written request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information, except to the extent retention is required by applicable law or for archival backup.

5. INTELLECTUAL PROPERTY

Except as expressly set forth herein, each Party retains all right, title and interest in and to its preexisting intellectual property. Provider retains all right, title and interest in and to Provider's platform, software, tools, methodologies, and related intellectual property. Client retains all right, title and interest in and to Client's content and materials provided to Provider. Provider is granted a limited, non-exclusive, non-transferable license to use Client content solely to perform the Services.

6. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

Each Party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE LIMITED WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be delivered to the Parties at the addresses set forth below or to such other address as either Party may specify in writing.

9. GOVERNING LAW AND 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 shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. If the Parties cannot resolve the dispute within thirty (30) days, the dispute shall be resolved in the state or federal courts located in the county indicated by the governing law, and each Party consents to personal jurisdiction and venue in such courts.

10. ASSIGNMENT

Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that Provider may assign this Agreement without Client consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all of Provider's assets, provided that the assignee assumes all of Provider's obligations.

11. ENTIRE AGREEMENT

This Agreement, together with any schedules, statements of work, or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both Parties.

12. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. The Parties are independent contractors, and nothing in this Agreement shall create an agency, partnership, joint venture, or employment relationship.

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