Technology Use Agreement

Technology Use Agreement

This Technology Use Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , a with principal place of business at ("Provider"), and User Name: , with address at ("User"). Provider and User are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider owns or licenses certain software, services, systems, platforms, and related documentation and support (collectively, the "Technology"); and

WHEREAS, User desires to access and use the Technology for the internal business purposes set forth in this Agreement and Provider is willing to grant limited access on the terms and conditions contained herein; and

WHEREAS, the Parties intend by this Agreement to define the permitted uses, security obligations, data ownership, confidentiality, and remedies for unauthorized use.

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

1. DEFINITIONS

1.1 "Authorized Users" means individuals expressly authorized by User to access the Technology on User's behalf and permitted by Provider's policies and this Agreement. User is responsible for all acts and omissions of Authorized Users.

1.2 "Confidential Information" means nonpublic information disclosed by one Party to the other, whether oral, written or electronic, that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, pricing, customer data, and technical data.

2. GRANT OF ACCESS

2.1 Provider hereby grants to User a nonexclusive, nontransferable, revocable right to access and use the Technology solely for User's internal business purposes and only for the scope expressly permitted in this Agreement. No rights are granted other than those expressly set forth herein.

2.2 User shall not sublicense, resell, distribute, modify, decompile, reverse engineer, or create derivative works of the Technology, except to the extent such restrictions are prohibited by applicable law.

3. AUTHORIZED USE AND RESTRICTIONS

3.1 User shall ensure Authorized Users comply with Provider's acceptable use policies and this Agreement. Prohibited activities include, without limitation, the following:

3.2 Provider may temporarily or permanently suspend access for users who violate this Section 3 or whose use presents a security risk, subject to any notice obligations set forth in Section 12 below.

4. USER OBLIGATIONS

4.1 User shall: (a) implement and maintain reasonable administrative, physical and technical safeguards to protect access credentials and Confidential Information; (b) promptly notify Provider upon becoming aware of any unauthorized access; and (c) ensure compliance by Authorized Users with this Agreement.

4.2 User shall be liable for all activity occurring under User's account or credentials, whether or not such activity was authorized by User.

5. SECURITY, CREDENTIALS AND ACCESS

5.1 Provider will implement commercially reasonable security measures designed to protect the Technology. Provider does not warrant that the Technology is immune from vulnerabilities or that it will be error-free.

5.2 User shall maintain unique credentials for Authorized Users. Provider may require multi-factor authentication where reasonably necessary.

6. DATA USE, OWNERSHIP AND PRIVACY

6.1 User retains all right, title and interest in and to User Data. Provider shall use User Data only as necessary to provide the Technology and as otherwise permitted by this Agreement.

6.2 Provider may collect technical and usage information to operate and improve the Technology, so long as such collection is aggregated or de-identified. Provider shall not sell User Data.

7. MONITORING, AUDITS AND COMPLIANCE

7.1 Provider may monitor use of the Technology for security, performance and compliance with this Agreement. Provider will make commercially reasonable efforts to provide notice prior to suspension except where immediate action is necessary to protect systems or other Parties.

7.2 Upon reasonable notice and during normal business hours, Provider may conduct audits of User's use of the Technology to verify compliance, provided such audits do not unreasonably interfere with User's business operations.

8. INCIDENT RESPONSE

8.1 In the event of a suspected or confirmed security incident affecting User Data, Provider will: (a) promptly take reasonable steps to contain and remediate the incident; (b) notify User without undue delay; and (c) provide reasonable cooperation to assist User's investigation and regulatory obligations.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues until terminated as provided herein.

9.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breach is not cured within thirty (30) days after written notice specifying the breach.

9.3 Effect of Termination. Upon termination, Provider will disable User's access. Sections that by their nature survive termination shall survive, including but not limited to ownership, confidentiality, indemnification, limitation of liability, and governing law.

10. REPRESENTATIONS AND WARRANTIES

10.1 Each Party represents that it has full power and authority to enter into this Agreement and perform its obligations. Provider represents that it will provide the Technology in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE TECHNOLOGY IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

11. INDEMNIFICATION

11.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any third-party claims arising out of (a) Indemnifying Party's gross negligence or willful misconduct, or (b) Indemnifying Party's breach of Section 3 (Authorized Use and Restrictions). The Indemnified Party shall promptly notify the Indemnifying Party of any claim and permit control of the defense, provided the Indemnifying Party may not settle a claim that admits fault or imposes injunctive relief without the Indemnified Party's consent, not to be unreasonably withheld.

12. LIMITATION OF LIABILITY

12.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY USER TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13. CONFIDENTIALITY

13.1 Each Party shall hold the other's Confidential Information in confidence and shall not use or disclose such information except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information shall be disclosed only to employees or contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

14. NOTICES

14.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as a Party designates by written notice. Notice is effective upon receipt.

15. AMENDMENT, WAIVER AND COUNTERPARTS

15.1 No modification, amendment or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by authorized representatives of both Parties. The waiver of any breach shall not operate as a waiver of any other or subsequent breach.

15.2 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. Signatures delivered by electronic means shall be binding.

16. SEVERABILITY

16.1 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall endeavor to replace the invalid provision with a valid provision that effectuates the original intent.

17. GOVERNING LAW

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

18. ENTIRE AGREEMENT

18.1 This Agreement, including any exhibits, schedules or order forms expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

ADDITIONAL PROVISIONS

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

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