Terms and Conditions

Subject to the terms and conditions of this Agreement and during the Term, Company will make the Service available to Customer as set forth in the applicable Order Form(s).

Company provides a software platform that may enable Customer to manage information, communications, and content, and to identify and interact with Counterparties in connection with a Transaction. Company does not provide lending, brokerage, investment, legal, or tax advice, and does not act as an agent, broker, or fiduciary for any party. Customer is contracting directly with the applicable Counterparty in connection with each Transaction, and Company is not a party to any agreement between Customer and any Counterparty.

While Company may, in its discretion, facilitate communications or help facilitate the resolution of disputes between Customer and Counterparties, Company has no control over and does not guarantee:

Customer is responsible for doing its own due diligence with respect to any Counterparty, Counterparty Data, and Transaction. For the avoidance of doubt, any Transaction is entered into directly between the applicable parties and the applicable Counterparty, and not by Customer solely by virtue of its use of the Service.

The terms of this Agreement will also apply to updates and upgrades of the Service subsequently provided by Company to Customer. Company may update the functionality, user interfaces and usability from time to time in its sole discretion as part of its ongoing mission to improve the Service.

Company will maintain commercially reasonable administrative, physical, and technical safeguards designed to prevent unauthorized access to or use of Customer Data.

Company will comply with all laws applicable to Company's provisioning of the Service to its customers generally (i.e., without regard to the specific nature of the Customer Data or Customer's particular use of the Service).

In order to access the Service, Customer is required to register an Account on the Service. Customer is responsible for maintaining the confidentiality of its logins, passwords, and accounts and for all activities that occur under its Account. Customer will:

Customer may not, and will not allow any Authorized Users or other persons to:

Customer shall not knowingly cause, direct, or facilitate the consummation of a Transaction with a Referred Counterparty for the primary purpose of avoiding payment of fees otherwise payable to Company in connection with such Transaction under an applicable Order Form; provided, however, that this restriction shall apply only to the extent such fees are specified in the applicable Order Form, and only if:

This Section 3.3 shall not apply to:

For the avoidance of doubt, Customer shall not be deemed to violate this Section 3.3 solely as a result of the independent actions of any third party that Customer did not knowingly cause or direct.

Customer may permit its Authorized Users to access and use the Service through Customer's Account or as otherwise permitted through the Service solely for Customer's business purposes and in accordance with this Agreement and any applicable Order Form. Customer is responsible for all access to and use of the Service by its Authorized Users and for their compliance with this Agreement, and any act or omission by an Authorized User will be deemed an act or omission by Customer.

By accessing or using the Service (including by viewing, downloading, uploading, or otherwise interacting with content shared through the Service), each Authorized User agrees to comply with this Agreement as applicable to such access and use. Customer represents and warrants that it has obtained and will maintain all rights, consents, and permissions necessary to share any Customer Data or other content through the Service with any Authorized User.

Subject to the terms and conditions herein, Company hereby grants to Customer a limited, revocable, worldwide, non-exclusive, non-sublicensable, non-transferable right and license to use the Company Data during the Term solely in connection with the authorized use of the Service by Customer and its Authorized Users under this Agreement and the applicable Order Form(s). Customer may make the Company Data available to, and permit access to the Company Data by, its Authorized Users solely in accordance with this Agreement. Customer acknowledges and agrees that it is fully responsible and liable for any act or omission of its Authorized Users.

Customer grants to Company and its affiliates a worldwide, non-exclusive, limited term license to access, use, host, store, copy, transmit, display, distribute, and otherwise use Customer Data, and to provide necessary access to Customer Data to third party service providers acting on Company's behalf (such as Company's hosting services provider), and to other third parties as directed by Customer through the Service:

Customer warrants that it has obtained and will maintain all rights, consents, and permissions necessary for Customer to make available the Customer Data to Company for its use as contemplated herein. Company has no obligations to store any Customer Data, any Counterparty Data, or any results from Customer's use of the Service, except as expressly set forth in an Order Form.

Company has no responsibility or liability for the deletion of any Customer Data or Counterparty Data; the failure to store, transmit or receive transmission of Customer Data or Counterparty Data; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Customer agrees that Company retains the right to create reasonable limits on Customer's use and storage of Customer Data, such as limits on file size, storage space, processing capacity, and similar limits as otherwise determined by Company in its sole discretion. Company will not be responsible for any use, disclosure, modification or deletion of such Customer Data by any Authorized User or other third party.

Customer will pay all fees specified in the Order Form, including without limitation any Platform License Fee. For the avoidance of doubt, Customer remains responsible for all fees specified in the applicable Order Form (including any transaction-based fees), regardless of whether Customer uses the Service on behalf of any affiliate, client, or other third party.

Except as otherwise stated herein, payment obligations are non-cancelable and fees paid are non-refundable. Unless stated otherwise in the Order Form, all Platform License Fees shall be paid in advance. Customer agrees to pay all applicable taxes levied by any tax authority on the Service or Customer's use thereof, or on any other services provided by Company, excluding taxes based on the net income of Company. If an Order Form includes usage-based, transaction-based, or other fees, Customer will pay such fees as set forth in the applicable Order Form.

Subject to the limited rights expressly granted to Customer hereunder, Company reserves and retains, and as between Company and Customer, Company exclusively owns, all rights, title, and interest in and to the Company Data and Service, including all modifications, derivative works, upgrades, and updates thereto, and all related intellectual property rights therein. No rights are granted by Company hereunder other than as expressly set forth herein.

If Customer provides Company any feedback or suggestions regarding the Service, then Customer grants Company an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer.

Subject to the limited licenses granted herein, Company acquires no right, title or interest under this Agreement in or to any Customer Data.

Customer acknowledges and agrees that Company may, during and after the Term,

to create statistical analyses, to improve and enhance the Service, and for research and development purposes in connection with the Service or any other Company offerings. Company retains all right, title, and interest, including all intellectual property rights, in and to Analyses.

For the avoidance of doubt, Analyses may include improvements, insights, outputs, and other information or results derived from or generated using Customer Data and/or use of the Service (including through automated processes and the use of third-party large language models that generate outputs based on prompts and context). Company does not use Customer Data to train Company's own general-purpose artificial intelligence models.

Company may make available or disclose Analyses in aggregated, de-identified, and/or redacted form that does not identify Customer or any individual, including to other customers and third parties. Company may use, commercialize, monetize, license, sell, and otherwise exploit Analyses and any related improvements for any lawful purpose, in each case without obligation to Customer.

The Receiving Party will:

The Receiving Party will provide prompt written notice to the Disclosing Party of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. Upon request of the Disclosing Party during the Term, the Receiving Party will promptly return, or at the Disclosing Party's option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party's possession or under its control.

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the access or disclosure.

Company shall defend, indemnify, and hold harmless Customer and its affiliates from and against any third-party claims, damages, losses, liabilities, and reasonable attorneys' fees finally awarded, to the extent arising out of any allegation that the Service, when used by Customer in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; provided, however, that Company shall have no obligation under this Section to the extent such claim arises from:

This Section 9.1 sets forth Company's sole and exclusive liability with respect to intellectual property infringement claims relating to the Service.

Customer shall defend, indemnify, and hold harmless Company and its affiliates from and against any third-party claims, damages, losses, liabilities, and reasonable attorneys' fees finally awarded solely to the extent arising from Customer's gross negligence, willful misconduct, or fraud, in each case as finally adjudicated, in connection with Customer's direct use of the Service.

The indemnified party shall:

The indemnifying party shall not settle any claim in a manner that imposes non-monetary obligations or admits fault on the indemnified party without such party's prior written consent.

For the avoidance of doubt, the exclusions and limitations set forth in Section 10.1 and Section 10.2 apply with respect to all legal theories of liability, whether in contract, tort, statute, or otherwise, including claims for indemnification. The Parties agree that the exclusions and limitations set forth in Section 10.1 and Section 10.2 allocate the risks between the Parties under this Agreement, and that they have relied on these exclusions and limitations in determining whether to enter into this Agreement.

The term of this Agreement commences on the Effective Date and, unless earlier terminated in accordance with the terms of this Agreement, will continue for the term specified in the Order Form (the "Term").

Company may suspend (but not terminate) Customer's access to the Service on a temporary basis to the extent reasonably necessary and only for the following reasons:

Except as required by applicable law or in the event of an imminent security risk, Company shall provide Customer with prior written notice of any suspension and shall use commercially reasonable efforts to promptly restore access to the Service upon resolution of the applicable issue.

Either Party may terminate this Agreement for cause, in whole or part, effective after fifteen (15) days' written notice if the other Party materially breaches this Agreement and such breach is not cured within such fifteen (15) day period (ten (10) days if such breach is due to non-payment by Customer).

Upon any termination for cause by Customer, or any termination without cause by Company, Company shall refund to Customer any prepaid Platform License Fees covering the remainder of the term of the Order Form after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any fees payable to Company for the period prior to the effective date of termination, including any Transaction fees payable with respect to Transactions to the extent (and only to the extent) Company would be entitled to such fees pursuant to Section 3.3.

Upon any termination or expiration of this Agreement, Company may disable Customer's Account and access to the Service by Customer and its Authorized Users. Company may archive Customer Data (retained but inaccessible) and may delete such archived Customer Data at any time, subject to applicable law and Section 7.

Upon Customer's written request made within thirty (30) days after termination or expiration of this Agreement resulting from Customer's termination or non-renewal, and provided that all fees owed by Customer to Company have been paid in full, Company will use commercially reasonable efforts to provide Customer with an export of Customer Data then in Company's possession or control, in a commercially reasonable format. Company may charge a reasonable fee for such export unless otherwise specified in an Order Form.

Upon any termination of this Agreement and the Disclosing Party's request, the Receiving Party will promptly return, or at the Disclosing Party's option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party's possession or under its control; provided, however, that the Receiving Party may retain copies of Confidential Information (including Customer Data) to the extent required by applicable law or maintained in backup or archival systems in the ordinary course of business, and any such retained Confidential Information will remain subject to the confidentiality obligations in Section 7.

Any section which by its nature should survive termination or expiration of the Order Form or this Agreement shall survive, including Sections 2.2 (Company Provides a Platform), 3.2 (Usage Restrictions), 3.3 (Subverting the Platform), 5 (Fees), 6 (Proprietary Rights), 7 (Confidentiality), 8 (Representations, Warranties, and Disclaimers), 9 (Indemnification), 10 (Limitation of Liability), 11.4 (Effects of Termination), and 12 (General Provisions).

The section and subsection headings used in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. As used herein, the words "include" and "including" shall be deemed to be followed by the words "without limitation." Unless the context otherwise requires, references to Sections refer to Sections of this Agreement.

The Parties have participated jointly in the negotiation and drafting of this Agreement, and in the event of any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship.

Except for payment obligations, neither Party will be liable hereunder by reason of any failure or delay in the performance of its obligations due to events beyond the reasonable control of such Party, which may include natural disasters, fires, epidemics, pandemics, riots, war, terrorism, denial of service attacks, internet outages, labor shortages, and judicial or government action.

Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Company. Notwithstanding the foregoing, Customer may assign or transfer this Agreement in its entirety, without the consent of Company, in connection with a merger, consolidation, internal reorganization, restructuring, change in control, or sale of all or substantially all of its assets, or to any affiliate of Customer. Any purported assignment in violation of this Section will be null and void. This Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.

This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of New York, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The state and federal courts located in New York County, New York will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts.

All notices under this Agreement will be in writing addressed to the Parties at the addresses set forth on the Order Form and will be deemed to have been duly given:

The Parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries to this Agreement.

No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in full force and effect.

This Agreement, including any addenda hereto and all Order Forms, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter herein. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by each of the Parties.

To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any addendum hereto or any Order Form, the terms of such addendum or Order Form will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any Customer purchase order or other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.