Terms of Service Agreement

TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement (Agreement) is made and entered into as of Effective Date: by and between Provider Name: with principal place of business at , and Client Name: with principal place of business at (each a Party and collectively the Parties).

RECITALS

WHEREAS, Provider is in the business of developing, hosting and operating certain software, platforms and related services described herein; and

WHEREAS, Client desires to obtain access to and use Provider's services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide such services to Client subject to the terms and conditions set forth below.

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 "Services" means the software, APIs, hosting, maintenance, support and other deliverables and functionality provided by Provider pursuant to this Agreement and any attached schedules or statements of work.

1.2 "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential, including trade secrets, business and financial information, technical data, product roadmaps, and customer information.

1.3 "User Content" means all data, content, information, and material submitted, uploaded, posted or otherwise provided by Client or Client's users through the Services.

2. PROVISION OF SERVICES

2.1 Provider shall make the Services available to Client in accordance with the terms of this Agreement. Provider reserves the right to modify the Services where such modifications do not materially diminish core functionality, and Provider shall provide notice of material changes in accordance with the Notices section.

2.2 Provider may perform scheduled maintenance and updates. Provider shall use commercially reasonable efforts to minimize disruption to Client's use of the Services and to provide advance notice of scheduled maintenance where practicable.

3. CLIENT OBLIGATIONS

3.1 Client shall: (a) provide accurate account and contact information; (b) use the Services only for lawful purposes and in compliance with all applicable laws; (c) maintain appropriate security controls for its accounts and access credentials; and (d) be responsible for all activity occurring under its accounts.

3.2 Prohibited conduct includes, without limitation, attempting to gain unauthorized access, reverse engineering the Services, introducing malicious code, or using the Services to transmit unlawful material. Provider may suspend access immediately where Client's actions create a security risk, legal exposure, or violation of this Agreement.

4. FEES AND PAYMENT

4.1 Client shall pay all fees specified in an applicable order, invoice, or statement of work. Fees are non-refundable except as otherwise expressly stated in this Agreement.

4.2 Invoices are due within thirty (30) days of invoice date unless otherwise agreed in writing. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall reimburse Provider for reasonable collection costs, including attorneys' fees.

5. INTELLECTUAL PROPERTY

5.1 All intellectual property rights in the Services, including software, documentation and related technology, are owned by Provider or Provider's licensors. Provider hereby grants Client a limited, non-exclusive, non-transferable, revocable license to use the Services solely in accordance with this Agreement.

5.2 Client retains ownership of User Content. Client grants Provider a worldwide, royalty-free, sublicensable license to host, store, transmit and display User Content as necessary to provide the Services and to improve Provider's offerings, subject to Provider's confidentiality obligations.

6. PRIVACY AND DATA SECURITY

6.1 Provider will maintain reasonable administrative, physical and technical safeguards designed to protect the security of User Content. Provider will promptly notify Client upon becoming aware of a confirmed security breach affecting Client's User Content and will cooperate with Client to investigate and remediate such breach.

6.2 Each Party shall comply with applicable data protection and privacy laws in connection with its processing of personal data.

7. TERM AND TERMINATION

7.1 This Agreement commences on the Effective Date and continues until terminated in accordance with this Section. Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days after written notice of such breach.

7.2 Upon termination, Client shall immediately cease use of the Services. Termination shall not relieve Client of any obligation to pay fees accrued prior to termination, nor shall it affect any provision that by its nature survives termination.

8. WARRANTIES; DISCLAIMER

8.1 Each Party represents that it has the legal power to enter into this Agreement. Provider warrants that it will provide the Services in a professional manner consistent with industry standards.

8.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY, THE AGGREGATE LIABILITY OF PROVIDER FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INDEMNIFICATION

10.1 Client shall indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's misuse of the Services, or Client's violation of applicable law.

11. CONFIDENTIALITY

11.1 Each Party agrees to protect Confidential Information of the other Party using at least the same standard of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes generally available to the public through no breach of this Agreement, was known to the recipient prior to disclosure, or is independently developed without use of the discloser's Confidential Information.

12. NOTICES

Notices shall be in writing and delivered by personal delivery, nationally recognized courier, or certified mail (return receipt requested), and shall be effective upon receipt.

13. AMENDMENTS; WAIVER

13.1 No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both Parties. No waiver by either Party of any breach or default shall constitute a waiver of any subsequent breach or default.

14. ASSIGNMENT

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

15. FORCE MAJEURE

Neither Party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, governmental action, labor disputes, failures of third party services, or Internet disturbances, provided that the affected Party uses commercially reasonable efforts to resume performance.

16. ENTIRE AGREEMENT; SEVERABILITY; GOVERNING LAW; COUNTERPARTS

16.1 This Agreement (including any exhibits, schedules and statements of work) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

16.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the Parties will negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the original intent.

16.3 This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in the selected jurisdiction for disputes arising out of this Agreement.

17. ADDITIONAL TERMS

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