User Account Activation Form

USER ACCOUNT ACTIVATION AGREEMENT

This User Account Activation Agreement ("Agreement") is entered into between Provider Name: and Client Name: , effective as of Activation Date: .

WHEREAS

WHEREAS, Provider develops and operates an online account platform and related services and is willing to activate a user account to permit Client access under the terms set forth herein;

WHEREAS, Client desires activation of an account to access the features described in the Scope of Work and agrees to the Payment Terms, Term and Termination provisions, and confidentiality obligations in this Agreement;

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

ACCOUNT DETAILS

Individual Organization Administrator

SCOPE OF WORK

Provider will activate and configure a user account for Client and provide access to the platform features specified below. The activation includes authentication credential setup, initial configuration, and access to the services expressly listed. Client shall use the account only as permitted by this Agreement and any applicable acceptable use policies.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for account activation and access. All fees are due in accordance with the schedule and are non-refundable except as expressly provided in this Agreement.

Payments not received within days of the due date shall incur a late fee of % per month on the outstanding balance, compounded monthly, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

The term of this Agreement commences on Start Date: and, unless earlier terminated as provided below, continues until End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Provider may suspend access to the account immediately upon written notice if Client fails to pay fees when due or materially breaches this Agreement and does not cure such breach within days after receipt of notice specifying the breach.

Upon termination, Client's access will be disabled and Provider may delete Client data after a commercially reasonable retention period unless otherwise required by law or agreed in writing.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) exercise 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.

Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party, (ii) was rightfully in the possession of the receiving party prior to disclosure, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates in any lawful effort to limit the scope of the disclosure.

DATA, OWNERSHIP AND USE

Client retains ownership of data submitted through the account. Provider shall maintain reasonable administrative, physical and technical safeguards for protection of Client data and shall process such data only to provide the services under this Agreement. Provider may use aggregated, de-identified data for analytics, benchmarking, and product improvement provided it does not identify Client or individual users.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization.

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