This Terms of Service Agreement ("Agreement") is entered into by and between [Company Name] and [Client Name] (collectively, the "Parties").

1. Scope of Services. [Company Name] will provide the services set forth in the attached Statement of Work (“SOW”) to [Client Name].

2. Term. This Agreement shall commence on the date of the last signature below and continue for a period of [number] months (the "Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive [number] month periods unless terminated by either Party upon thirty (30) days written notice.

3. Fees. [Client Name] shall pay [Company Name] the fees set forth in the SOW for the services provided hereunder. All fees are non-refundable.

4. Confidentiality. The Parties acknowledge that during the course of this Agreement, each Party may have access to Confidential Information of the other Party. "Confidential Information" means any information disclosed by a Party to the other Party, whether orally or in writing, 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. The Parties agree to use the Confidential Information only for the purposes of this Agreement and to protect the Confidential Information from unauthorized use, disclosure, or dissemination.

5. Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it has the full right, power, and authority to enter into and perform its obligations under this Agreement; and (ii) the execution, delivery, and performance of this Agreement does not and will not violate any agreement to which it is a party or by which it is bound.

6. Indemnification. [Client Name] agrees to indemnify and hold harmless [Company Name] and its officers, employees, and agents from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with [Client Name]'s use of the services provided hereunder.

7. Disclaimer of Warranties. [Company Name] provides the services "as is" and without any warranty or condition, express, implied, or statutory. [Company Name] specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.

8. Limitation of Liability. In no event shall [Company Name] be liable for any damages, including direct, indirect, incidental, consequential, or special damages, arising out of or in connection with this Agreement or the services provided hereunder, even if [Company Name] has been advised of the possibility of such damages.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State].

10. Dispute Resolution. Any disputes arising out of or in connection with this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in the State of [State].

11. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, whether written or oral, with respect to the subject matter hereof. This Agreement may be amended only in writing signed by both Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized representatives as of the date first written above.