Video Connection Agreement

VIDEO CONNECTION AGREEMENT

This Video Connection Agreement ("Agreement") is entered into on by and between:

WHEREAS

WHEREAS, Provider offers video conferencing, connection facilitation, streaming, and related real-time audiovisual communication services ("Video Services"); and

WHEREAS, Client desires to engage Provider to connect Client with specified participants and to provide Video Services under the terms set forth herein; and

WHEREAS, the parties wish to confirm their respective responsibilities for connection quality, data security, recording, and payment.

SCOPE OF WORK

EQUIPMENT, ACCESS, AND TECHNICAL REQUIREMENTS

Provider will supply access credentials and any proprietary connection software required for scheduled connections. Client is responsible for providing compatible endpoint equipment, sufficient internet bandwidth, and a secure location for use of the Video Services. Provider is not responsible for third-party internet outages or end-user device failures.

PAYMENT TERMS

Client shall pay Provider for the Video Services according to the following terms.

Late payments shall accrue interest at on overdue balances until paid. Client shall also reimburse Provider for reasonable collection costs and legal fees incurred to collect any overdue amounts.

TERM AND TERMINATION

This Agreement commences on and will continue until unless earlier terminated in accordance with this Section.

Either party may terminate for convenience by providing days' written notice to the other party. Provider may suspend services immediately for nonpayment or for a material breach that is not cured within 10 days after written notice.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed in connection with the Video Services that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the other party's Confidential Information. Receiving party shall use 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.

RECORDING, DATA SECURITY, AND PRIVACY

Provider may record sessions only with prior written consent of the parties. Client provides the following consent to recording: Check to consent

Provider will implement commercially reasonable technical and organizational measures to protect data transmitted or stored in connection with the Video Services. Provider does not warrant absolute security and is not liable for unauthorized access resulting from Client's failure to follow Provider's access or authentication instructions.

LIMITATION OF LIABILITY; INDEMNIFICATION

EXCEPT FOR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. PROVIDER'S AGGREGATE LIABILITY FOR CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Client shall indemnify, defend and hold Provider harmless from and against any third-party claims arising from Client's breach of this Agreement, misuse of the Video Services, or failure to obtain necessary consents from participants.

FORCE MAJEURE

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, telecommunications failures, internet outages, or governmental actions. The affected party shall notify the other promptly and shall use commercially reasonable efforts to resume performance.

GOVERNING LAW

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.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any attachments executed by the parties, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous understandings and agreements, whether written or oral. Any amendment must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as a party designates by written notice.

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