User Agreement Form

USER AGREEMENT

This User Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider: (Provider) and User: (User).

Provider Entity Type: Individual Corporation LLC     User Entity Type: Individual Corporation LLC

RECITALS

WHEREAS, Provider develops, operates and maintains certain software, platforms and related services described herein and offered to its users under the terms of this Agreement; and

WHEREAS, User desires to access and use the services provided by Provider in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the rights and obligations set forth in this Agreement govern their respective use of the services and any associated content.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

"Services" means the software, applications, website functionality, APIs, documentation and other offerings made available by Provider to User under this Agreement. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, Provider grants User a non-exclusive, non-transferable, revocable right to access and use the Services solely for User's internal business purposes or personal use as applicable. All rights not expressly granted are reserved by Provider.

3. USER OBLIGATIONS

User will (a) comply with all applicable laws in connection with use of the Services, (b) keep access credentials secure and not permit unauthorized access, (c) provide accurate information to Provider and promptly update such information as necessary, and (d) use the Services only in accordance with any acceptable use policies or documentation provided by Provider.

4. RESTRICTIONS

User shall not (a) copy, modify, create derivative works of, or distribute the Services except as expressly authorized, (b) reverse engineer, decompile or attempt to discover source code, (c) permit third parties to access the Services except as permitted herein, or (d) use the Services to store or transmit infringing, unlawful, or harmful material.

5. FEES AND PAYMENT

Where applicable, User will pay fees for paid tiers of the Services in accordance with Provider's pricing and payment terms. Fees are non-refundable unless required by law. If payments are required, the amount and schedule shall be set forth in an order or invoice mutually executed by the parties.

6. CONFIDENTIALITY

Each party will hold the other party's Confidential Information in confidence and not disclose it to any third party except to personnel who need access and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other's Confidential Information.

7. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Services and all associated intellectual property rights. User retains ownership of data and content uploaded or provided by User ("User Data"). User hereby grants Provider a limited, worldwide, royalty-free license to use User Data solely to provide and improve the Services.

8. TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until terminated by either party upon thirty (30) days' written notice. Provider may suspend or terminate User's access immediately if User materially breaches this Agreement and fails to cure within ten (10) days of notice. Sections that by their nature survive termination shall survive.

9. WARRANTIES; DISCLAIMER

Each party represents it has authority to enter into this Agreement. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, DATA OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, A PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY USER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INDEMNIFICATION

User will indemnify, defend and hold harmless Provider from any claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of User's breach of this Agreement, violation of law, or User Data. Provider will indemnify User for third-party claims that the Services as delivered infringe a third party's issued patents or copyrights, subject to Provider's control of the defense and compliance with reasonable cooperation requirements.

12. NOTICES

All notices under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notice is effective upon receipt.

13. AMENDMENTS

No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

14. WAIVER

No failure or delay by either party in exercising any right will constitute a waiver of that right. A waiver must be in writing to be effective.

15. GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below, without regard to conflict of law principles.

Choice of Governing Jurisdiction:

16. ENTIRE AGREEMENT

This Agreement, together with any order forms, exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the parties' intent.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one and the same instrument. Electronic signatures or scanned copies of signatures will be treated as originals.

19. ADDITIONAL TERMS

Any additional terms specific to a particular engagement may be set forth in an attachment or order form which, when executed by both parties, will become part of this Agreement.

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