This Master Services Agreement (the “Agreement”) is entered into as of the payment of the corresponding Invoice, which relates to this Agreement (the “Effective Date”) between provider (“Provider”), and the customer (“Customer”) included in the Invoice and their Affiliates when expressly stated in the Invoice.

1. DEFINITIONS .

“Agreement” means this Master Services Agreement as well as any exhibits, annexes, schedules, appendixes and the like and including and not limited to the Data Processing Addendum (as published in this link). In the event of conflict between the Agreement and any of the ancillary documents aforementioned such ancillary document will prevail solely with respect to the specific matters addressed
therein (e.g., data protection).
“Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having fifty percent (50%) or more of the stock or other equity interest of such entity and a party directly or indirectly owned by the same person or entity, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.
“Aggregated Anonymous Data” means data submitted to, collected by, or generated by Provider in connection with Customer’s use of the Services in aggregated, anonymized form which cannot be linked to Customer or identify any End-User.
“Claims and Resulting Losses” will have the meaning set out in Section 7.1 below.
“Confidential Information” means information disclosed under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. The terms of this Agreement are the Confidential Information of both parties. All pricing information, Response Data, and technical information, disclosed by Provider is Provider’s Confidential Information.
“Customer Data” means data including Personal Data (as applicable) uploaded or submitted to the Platform by Customer in the course of using the Service for Provider to process on Customer’s behalf. For the avoidance of doubt the Customer Data to be processed by Provider, consisting of the End-User (as defined herein below) personal data, shall be raw data, i.e the personal data without any modifications.
“Documentation” means Provider’s usage guidelines and standard technical documentation for the Services, the current version of which is available online.
“End-User” means an identified or identifiable natural person who will ultimately provide their personal  data to be processed through the Services.
“Invoice” means a written or electronic billing statement issued by Provider to the Customer that specifies the amounts due for the Services rendered under this Agreement, including, where applicable, references to the applicable Services, price list, taxes, payment instructions, and a hyperlink or reference to this Agreement published at [insert link]. Unless otherwise agreed in writing, payment of an Invoice by the Customer shall constitute and imply acceptance of the Services described therein and all of the terms and conditions of this Agreement and the policies included herein or in the Documentation.
“Platform” means Provider’s software as a service solution that enables businesses to review individual End-User ́s identity according to the functionalities used by the Customer, including any APIs made available to which third party applications or services may connect.
“Response Data” means any information Provider provides to Customer in connection with the Services pursuant to this Agreement that is licensed to the Customer solely for its internal business purposes and/or assessment of End-Users solely for its internal fraud prevention purposes. The Response Data will depend on the Services purchased by Customer.
“Services” means (a) remote access to the Platform and Software, and (b) any other services provided by Provider that are specified in an applicable Invoice.
“Software” means any software code provided by Provider hereunder.
“Authorized Personnel” means any employee or contractor of Customer or its Affiliates that Customer allows to use (operate) the Services on its behalf.
“Usage Data” means data generated from the use of the Services that is collected and analyzed by Provider to improve the functionality, performance, and overall user experience of Provider’s services.

2. LICENSES .

2.1. Permitted Use. With respect to each Invoice, subject to Customer’s compliance with all of the terms
and conditions of the Agreement (including any limitations and restrictions set forth on the Invoice
applying to such Services), Provider hereby grants Customer a nonexclusive, limited, revocable,
personal, non-sublicensable, non-transferable right during the Term (as defined in Section 5.1. herein) to
remotely access and use the Services specified in such Invoice, only for the internal business purposes
of Customer, only as provided herein and only in accordance with Provider’s applicable Documentation.
Customer acknowledges that the Service is not specifically designed or created for Customer. Licenses
granted hereunder are not limited by, or conditioned on, Customer ́s productivity or any similar metric.

2.2. Authorized Personnel. Only Authorized Personnel may access or use the Services on behalf of the
Customer. Each Authorized Personnel must keep its login credentials confidential and not share them
with anyone else. Customer is responsible for each Authorized Personnel compliance with this
Agreement and any actions taken through Authorized Personnel’ accounts. Customer will promptly
notify Provider if it becomes aware of any compromise of any of its Authorized Personnel’ login
credentials.

2.3. Restrictions. No rights or licenses are granted except as expressly and unambiguously set forth in
this Agreement. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit
any third party to), directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise
attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the
Services (except to the extent laws pspecifically prohibit such restrictions); (b) modify, translate, or
create derivative works based on the Services; (c) copy, rent, lease, distribute, pledge, assign, or
otherwise transfer or encumber rights to the Services; (d) use the Services for the benefit of a third party
(other than, indirectly, End-Users as contemplated herein); (e) remove or otherwise alter any proprietary
notices or labels from the Services or any portion thereof; (f) use or access the Services to build an
application or product that is competitive with any Provider product or service or for other competitive or
benchmarking purposes; (g) interfere or attempt to interfere with the proper working of the Services or
any activities conducted on the Services; (h) bypass any measures Provider may use to prevent or
restrict access to the Services (or other accounts, computer systems, infrastructure services or networks
connected to the Services); or (i) sell, resell, license, sublicense, distribute, make available, rent or lease
any Services or Response Data provided under the Services or (j) disclose Provider’s Services or any
technical or performance information about the Services in violation of or in a manner not permitted
under this Agreement. For clarity, all of the foregoing restrictions will also apply to any Software.
Customer is responsible for all of Customer’s activity in connection with the Services, including but not
limited to uploading Customer Data onto the Services. Customer shall use the Services in compliance
with all applicable local, state, national and foreign laws, treaties and regulations in connection with
Customer’s use of the Services (including those related to data privacy, international communications,
export laws and the transmission of technical or personal data laws). Furthermore, Customer
acknowledges and agrees that Provider is not a “consumer reporting agency” and neither the Services
nor the Response Data constitutes “consumer reports”, as those terms are defined in the Fair Credit
Reporting Act, 15 U.S.C. § 1681, et seq., or any similar state statute (“FCRA”). Consequently, Customer is
prohibited from using the Services or Response Data, in whole or in part, for the purpose of serving as a
factor in establishing a person’s eligibility for credit, insurance, employment, or another purpose for
which a consumer report is permitted be used under the FCRA. Provider makes no representation or
warranty as to the credit worthiness, credit standing, credit capacity, character, general reputation,
personal characteristics, or mode of living of any person. Customer agrees not to use any part of the
Services or the Response Data in the preparation of a consumer report and/or take any “adverse action”
(as that term is defined in the FCRA) against a consumer based in whole or in part on the Services or
Response Data. Customer may use, except as otherwise prohibited, restricted or otherwise limited by
this Agreement (including the restrictions contained in this Section 2.3), the Services or Response Data
for the purposes of (i) verifying individuals’ identities, (ii) preventing or detecting fraud, and (iii) satisfying
Customer’s KYC/KYB requirements, and may not use the Services or Response Data for any other
purpose. If Customer uses the Services or Response Data to verify the identities of employees or
potential employees of any entity, Customer shall provide an alternative method for such individuals to
verify their identity in the event their identity is not able to be verified using the Services or Response
Data and shall provide notice of such alternative method to such individuals, including instructions on
how to use it.

2.4. Customer Data. Customer shall retain all right, title and interest in and to the Customer Data.
Customer represents and warrants that it owns all right, title and interest in and to the Customer Data or
otherwise has sufficient rights to the Customer Data to permit its use and process as contemplated
hereunder. Provider shall use commercially reasonable efforts to maintain the security and integrity of
the Services and the Customer Data. Provider is not responsible to Customer for unauthorized access to
Customer Data or the unauthorized use of the Services unless such access is due to a failure to comply
with its security obligations under this Agreement. The parties acknowledge and agree that any data
personal and specific to an End-User is owned by such End-User. Customer acknowledges and agrees
that Provider may use Customer Data to: (i) improve its products and services (including its algorithms)
and provide the Services to Customer; and (ii) generate Usage Data, including Aggregated Anonymous
Data. Provider may perpetually retain and use Usage Data and Aggregated Anonymous Data for
Provider’s business purposes (including without limitation, for purposes of improving, testing, operating,
promoting and marketing Provider’s products and services). Customer acknowledges and agrees that it
is responsible to keep records of all Customer Data, including any backups, required to comply with its
legal obligations.
2.5. End User Data. Customer represents and warrants that (a) all of its activities in connection with the
processing of End User personal information (including, without limitation, biometrics), including, without
limitation, provision of the same to Provider for the purposes hereunder, will comply with all laws,
regulations, and third-party rights and (b) it will ensure that it fully complies with the End User consent
and notice requirements set out in the Data Processing Addendum or as otherwise agreed to by the
parties.

2.6. Feedback. Customer may (but is not obligated to) provide suggestions, comments or other feedback
to Provider with respect to the Services or Software (“Feedback”). Customer shall, and hereby does,
grant to Provider an exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-
free, fully paid up license to reproduce, modify, develop, distribute, use and otherwise exploit any
Feedback for any purpose. Provider acknowledges that Feedback is provided “AS IS”.

2.7. Ownership. As between the Parties, Provider retains all right, title, and interest in and to the Services
and Software, including all Updates, Documentation, products, works, and other intellectual property and
moral rights related thereto or created, used, or provided by Provider for the purposes of this Agreement,
including any copies and derivative works of the foregoing. For the avoidance of doubt, this Agreement is
not a sale, but only a right to use under the conditions hereto and does not convey any rights of
ownership in or related to the Services, Software and/or Provider’s technology, including all Updates,
Documentation, products, works and the intellectual property rights in such, which are owned by
Provider. Provider’s name and logo as well as its product names associated with the Service are
trademarks of Provider, and no right or license is granted to use them except as otherwise specified in
this Agreement.

3. PROVIDER SERVICES .

3.1. Support; Service Levels. During the provision of the Services, and subject to Customer’s payment of all fees due under the corresponding Invoice, Provider will provide support, maintenance service, and uptime for each Service substantially in accordance with Provider’s then-current standard Service Level and Support Policy (the current version of which is attached hereto as Exhibit A of this Agreement).

3.2. Service Updates. From time to time, in its sole discretion, Provider may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge(“Updates”), and such Updates will become part of the Services and subject to this Agreement. Provider shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes; provided that Customer understands that Provider may cease supporting old versions or
releases of the Services at any time in its sole discretion. This Section 3.2 will also apply to all Software.

3.3. SDK Updates. Provider will provide reasonable notice of new Provider Software Development Kit
(SDK) Updates. Customer hereby agrees to implement, and use on a going forward basis, the most recent
version of the Provider SDK within ninety (90) days from it being made available by Provider. In the event
Customer fails to implement and use the updated SDK as required above, Provider will not be responsible
for any resulting issues (including without limitation service level issues). Provider reserves the right to
cancel or adjust SLA and Support Policy terms with respect to Customer if Customer is not in compliance
with these requirements, to reflect the limitations imposed by the use of outdated SDK versions.

4. COMMERCIAL TERMS .

4.1. Fees; Payment. Customer shall pay Provider the fees for the Service set forth in each Invoice
(“Fees”). Unless otherwise specified in an Invoice, all Fees are payable in U.S. dollars within the terms
sated in the corresponding Invoice. Customer is responsible for any sales, use, GST, value-added,
withholding or similar taxes or levies that apply to its Invoice, whether domestic or foreign (“Taxes”),
excluding taxes based on Provider’s net United States income. Fees and expenses are exclusive of Taxes.
All payments made by Customer to Provider hereunder shall be made free and clear of and without
deduction for or on account of withholding taxes, in case Customer is required to make such a payment
subject to the deduction or withholding of Tax, in which case the sum payable by Customer (in respect of
which such deduction or withholding is required to be made) shall be increased to the extent necessary to
ensure that Provider receives a sum net of any withholding or deduction equal to the sum which it would
have received had no such deduction or withholding been made or required to be made. All Fees paid are
non-refundable and are not subject to set-off. If Customer exceeds any Authorized Personnel or usage
limitations set forth on an Invoice, then (a) Provider shall invoice Customer for such additional usage at
the overage rates set forth on such Invoice (or if no overage rates are set forth on the Invoice, at
Provider’s then-current standard overage rates for such usage), in each case calculated on a daily pro-
rata basis from the first date of such excess usage.

5. TERM; TERMINATION .

5.1. Term. This Agreement shall commence on the Effective Date and will be valid for the Subscription
Term specified on the corresponding Invoice.

5.2. Termination. There is no right to terminate this Agreement for convenience. Either party may
terminate this Agreement if the other party materially breaches this Agreement and fails to cure such
breach within thirty (30) after receiving written notice specifying the breach and the intent to terminate if
not cured. Additionally, either party may terminate this Agreement immediately upon written notice if the
other party seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement,
composition or comparable proceeding, or if such a proceeding is instituted against that party and not
dismissed within one hundred and twenty (120) days. Without limiting the foregoing, Provider may
suspend or limit Customer’s access to, or use of the Services, if: (a) Customer’s account is more than ten
(10) days past due, (b) Customer takes any action that imposes or may impose (as determined in
Provider’s sole discretion) an unreasonable or disproportionately large load on Provider’s infrastructure
or (c) Customer’s use of the Services results in (or is reasonably likely to result in) damage to or material
degradation of the Services which interferes with Provider’s ability to provide access to the Services to
other customers, including but not limited to the following actions caused by act or omission of Customer
such as: processing that generates a loop in calls, connections that generate intermittency,
implementations that cause disruption to Customer’s users and other Provider customers, and illegal or
unauthorized manipulation of the Services. In the case of subsection (c), Provider shall use commercially
reasonable efforts to: (i) cooperate with Customer to resolve or mitigate the damage or degradation in
order to resolve the issue without resorting to suspension or limitation and (ii) reinstate Customer’s use of
or access to the Services, as applicable, if Customer remediates the issue within thirty (30) days of receipt
of such notice.

5.3. Effect of Termination. Upon expiration or earlier termination of this Agreement, all licenses granted
to Customer will cease, and Customer must immediately cease using the Services and delete (or, upon
request, return) all copies of the Software. At the disclosing party’s request upon expiration or earlier
termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential
Information. Confidential Information may be retained in the receiving party’s standard backups after
deletion but will remain subject to this Agreement’s confidentiality and non-use restrictions. Upon
Customer’s written request and for a period of thirty (30) days after the effective date of expiration or
termination of this Agreement, Provider shall make available to Customer for download from the Service
Customer Data that Provider then has in its possession. After those thirty (30) days, Provider will delete or
destroy any and all Customer Data from the Service, unless legally prohibited.

5.4. Survival. All Sections that by their nature should survive expiration or any termination of this
Agreement, including but not limited to the following Sections: 1, 2.3, 2.4, 2.5, 2.6, 2.7, 5.3, 5.4, and 7
through 11 (inclusive).

6. THIRD PARTY SERVICES . 

The Platform enables Customer to use or integrate with applications, data,
and services provided by independent third parties (each, a “Third-Party Service”). For example,
Customer may use the Services to access applications or data provided by a governmental authority, or
a third-party service provider. Provider has no ability to control Customer’s use of the Third-Party
Services, and as such Provider is not responsible for the Third-Party Services, and makes no warranties
regarding their functionality or their availability. Customer is responsible for its use of, and any exchange
of data with, a Third-Party Service.

7. INDEMNIFICATION .

7.1. Indemnification by Provider. Provider will defend, hold harmless, and indemnify Customer from
and against any third-party claims, actions, or demands (and all resulting, to the extent payable to
unaffiliated third parties, damages, fines, cost and expenses, including reasonable attorneys’ fees.
(“Claims and Resulting Losses”) to the extent alleging that the Services or Software, as provided by
Provider, violates a third party’s United States patent, copyright, trademark or trade secret.

7.2. Indemnification by Customer. Customer will, at its own expense, defend, hold harmless, and
indemnify Provider from and against any Claims and Resulting Losses related to (i) Customer use of the
Platform or Services and (iii) Customer’s breach of section 2.5.

7.3. Exclusions. If a claim arises pursuant to Section 7.1, or Provider determines that such a claim may
arise, Provider may at its option: (a) procure rights for Customer’s continued use of the Services or
Software (as applicable), (b) replace or modify the allegedly infringing portion of the Services or Software
(as applicable) to avoid infringement without reducing its overall functionality or (c) terminate the
affected Order Form on thirty (30) days’ notice. Provider’s obligations in this Section 7 do not apply to: (i)
infringement resulting from Customer’s modification of the Software, (ii) the combination, operation or
use of the Services or Software with software and/or hardware not delivered by Provider if such
infringement could have been avoided by combination, operation or use of the Services or Software with
other software and/or hardware, (iii) unauthorized use of the Services or Software, (v) Customer’s failure
to follow the procedures set forth in Section 7.4 below, or (iv) evaluations or other free use of the Services
or Software. This Section 7 sets out Customer’s exclusive remedy and Provider’s entire liability regarding
infringement of third-party intellectual property rights.

7.4. Procedures. The indemnifying party’s obligations in this Section 7 are subject to the indemnified
party providing (a) prompt notice of any claim, (b) the exclusive right to defend and settle such claim and
(c) at the indemnifying party’s request and expense, all reasonably necessary cooperation of the
indemnified party with such defense and settlement efforts. The indemnifying party may not settle or
make any admissions about any claim without the indemnified party’s prior consent if settlement would
require the indemnified party to admit fault or take or refrain from taking any action (other than relating
to use of the Software, when Provider is the indemnifying party). Subject to the foregoing, the
indemnified party may participate in a claim with its own counsel at its own expense.

8. DISCLAIMER .

THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ALL
OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. PROVIDER MAKES NO WARRANTIES WITH RESPECT TO
CUSTOMER’S DECISIONS OR RELIANCE ON ANY RESPONSE DATA DERIVED FROM THE SERVICES.
PROVIDER’S RIGHTS HEREUNDER ARE NOT LIMITED BY, OR CONDITIONED ON, CUSTOMER ́S
PRODUCTIVITY OR ANY SIMILAR METRIC. WITHOUT LIMITING ITS EXPRESS OBLIGATIONS IN SECTION 3.1
(SUPPORT; SERVICE LEVELS), PROVIDER DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES
OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY SECURITY MECHANISMS
IMPLEMENTED BY THE SERVICES OR SOFTWARE WILL NOT HAVE INHERENT LIMITATIONS.

9. LIMITATION OF LIABILITY . 

EXCEPT FOR PROVIDER’S INDEMNIFICATION OBLIGATIONS WITH
RESPECT TO THE INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, AND
CUSTOMER’S INDEMNITY OBLIGATIONS UNDER SECTION 7.2, AND FOR CUSTOMER’S BREACH
OF SECTION 2.3 (RESTRICTIONS) AND ITS PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER
PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT
PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY
OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT (A) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES OF ANY KIND WHATSOEVER, (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS
OR LOSS OF DATA) EVEN IF FORESEEABLE, (B) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR
THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (C) FOR ANY DIRECT DAMAGES IN
EXCESS OF (IN THE AGGREGATE) THE FEES PAID (PLUS PAYABLE) BY CUSTOMER TO PROVIDER
HEREUNDER IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM
HEREUNDER. PROVIDER WILL HAVE NO LIABILITY WITH RESPECT TO CUSTOMER’S DECISIONS
OR RELIANCE ON ANY RESPONSE DATA DERIVED FROM THE SERVICES.

10.CONFIDENTIALITY . 

As the receiving party, each party will (a) hold in confidence and not disclose
Confidential Information to third parties except as permitted in this Agreement and (b) only use
Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving
party may disclose Confidential Information to its employees, agents, contractors and other
representatives having a legitimate need to know, provided the receiving party remains responsible for
the compliance of such representatives with this Section 10 and such representatives of the receiving
party are bound to confidentiality and non-use obligations no less protective than this Section 10. These
confidentiality and non-use obligations do not apply to information that the receiving party can
document (i) is or becomes publicly available through no fault of the receiving party, (ii) it rightfully
knew or possessed prior to receipt under this Agreement, (iii) it rightfully received from a third party
without breach of confidentiality obligations or (iv) it independently developed without using the
disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if
required by law, subpoena or court order, provided (if permitted by law) the receiving party notifies the
disclosing party in advance and cooperates in any effort to obtain confidential treatment. In addition,
either party may disclose this Agreement and its terms to its advisors and potential investors and
acquirers (subject to reasonable confidentiality obligations). The Parties acknowledge that
unauthorized use or disclosure of Confidential Information may cause substantial harm for which
damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition
to other available remedies, for breach or threatened breach of this Section.

11. GENERAL TERMS.

11.1.Assignment. Neither party may assign or transfer this Agreement without the prior consent of the
other party, except that either party may assign or transfer this Agreement in connection with a
merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting
securities. Any non-permitted assignment or transfer is void. This Agreement will bind and inure to
the benefit of each party’s permitted successors and assigns.

11.2.Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of
California and the United States without regard to its conflicts of laws provisions and without regard to
the United Nations Convention on the International Sale of Goods. Any dispute or claim arising out of or
in connection with this Agreement or the performance, breach or termination thereof, shall be finally
settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and
Mediation Service. The arbitration shall be conducted in San Francisco, California pursuant to JAMS
Streamlined Arbitration Rules and Procedures. Each party may be represented by counsel in any such
arbitration. During the course of any arbitration hereunder, each Party will (i) bear its own costs and
attorneys’ fees and any expert witness fees, and (ii) share equally the arbitrators’ fees and expenses,
provided that the arbitrators shall award to the prevailing party all reasonable attorneys’ fees, expert
witness fees, arbitrators’ fees and all other expenses resulting directly or indirectly from such
arbitration. Any arbitration under this Agreement shall be confidential, and either party may request
that the arbitrators issue appropriate protective orders to safeguard each party’s confidential
information. Any award rendered by the arbitrators shall be final, and judgment may be entered upon it
in any court having jurisdiction. The arbitrators shall have the authority to award temporary,
preliminary and permanent injunctive and equitable relief in the arbitration (in addition to any
monetary relief); provided, however, that either party may opt at any time to seek equitable relief,
including emergency injunctive relief, at any time, from a court of competent jurisdiction, and the other
party shall not contest such court as a proper form for seeking such relief. Notwithstanding the
foregoing, if any dispute, controversy or claim involves alleged improper use of Provider’s intellectual
property rights, such matter shall not be subject to the arbitration provisions hereof but shall be
resolved by a court or an administrative agency of competent jurisdiction.

11.3.Notices. Except as set out in this Agreement, notices and consents under this Agreement must be in
writing to the address(es) set forth in an Invoice. Either party may update its address with notice to the
other party. Provider may also send operational notices to Customer by email to the contact
information specified in an Invoice.

11.4.Entire Agreement. This Agreement is the parties’ entire agreement regarding its subject matter and
supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement,
headings are for convenience only and “including” and similar terms are to be construed without
limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs),
each of which is deemed an original and which together form one and the same agreement.

11.5.Changes. With notice to Customer, Provider may modify the Service Level and Support Policy to reflect
new features or changing practices, but the modifications will not materially decrease Provider’s
overall obligations during an Subscription Term.

11.6.Waivers and Severability. Waivers must be expressly agreed by the party’s authorized
representative and cannot be implied from conduct. If any provision of this Agreement is held invalid,
illegal or unenforceable, it will be limited to the minimum extent necessary, so the rest of this
Agreement remains in effect.

11.7.Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this
Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a
strike, blockade, war, act of terrorism, riot, interruption of infrastructure services provided by third
party providers, internet or utility service failures, epidemic, pandemic, refusal of government license
or natural disaster.

11.8.Subcontractors. Provider may use subcontractors and permit them to exercise Provider’s rights and
perform Provider’s obligations under this Agreement, provided that Provider remains responsible for
their compliance with this Agreement and for its overall performance under this Agreement. Excluding
the case of Third-Party Services providers which shall be considered as agreed under clause 6 of this
Agreement.

11.9.Independent Contractors. The parties are independent contractors, not agents, partners or joint
venturers.

11.10.Export. Customer acknowledges that the Software is subject to export restrictions by the United
States government and import restrictions by certain foreign governments. Customer will not and will
not allow any third party to remove or export from the United States or allow the export or re-export of
any part of the Software or any direct product thereof (a) into (or to a national or resident of) any
embargoed or terrorist-supporting country, (b) to anyone on the U.S. Commerce Department’s Table
of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any
country to which such export or re-export is restricted or prohibited, or as to which the United States
government or any agency thereof requires an export license or other governmental approval at the
time of export or re-export without first obtaining such license or approval or (d) otherwise in violation
of any export or import restrictions, laws or regulations of any United States or foreign agency or
authority. Customer agrees to the foregoing and warrants that it is not located in, under the control of
or a national or resident of any such prohibited country or on any such prohibited party list. The
Software is further restricted from being used for the design or development of nuclear, chemical or
biological weapons or missile technology, or for terrorist activity, without the prior permission of the
United States government.

11.11.Anti-Corruption. Both parties will comply with all applicable U.S. and foreign anti-corruption laws,
including without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act
of 2010 (“Anti-Corruption Laws”). Neither party will give, offer, authorize or promise any money or
anything of value as an unlawful reward (a) to any governmental official or employee (including
employees of government-owned and government-controlled corporations or agencies or public
international organizations), (b) to any political party, official of a political party, or candidate, (c) to
an intermediary for payment to any of the foregoing, or (d) to any other person or entity in an
improper effort to obtain business or any commercial advantage. Improper payments, provisions,
bribes, kickbacks, influence payments, or other unlawful provisions to any person are prohibited
under this Agreement

11.12.Open Source. The Services may incorporate third-party open source software (“OSS”), as listed in
the Documentation or by Provider upon request. To the extent required by the OSS license, that
license will apply to the OSS on a stand-alone basis instead of this Agreement.

11.13.Government End-Users. Elements of the Software are commercial computer software. If the user
or licensee of the Software is an agency, department, or other entity of the United States Government,
the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software or any
related documentation of any kind, including technical data and manuals, is restricted by the terms of
this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and
Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software
was developed fully at private expense. All other use is prohibited.

11.14.Publicity. Either Party may publicly announce this Agreement without the other Party’s prior written
consent or as required by the Applicable Laws. Provider may include Customer and its logos and
trademarks (“Trademarks”) in Provider’s customer lists and promotional materials in all media
(provided Provider has a prior express consent from the Customer) and means but will cease this use at
Customer’s written request. Likewise, during the period in which the Customer uses the Services, the
Customer undertakes to include in its website and/or application where the Services are incorporated,
the legend “powered by Provider”. In no event will a Party contest or aid in contesting the validity or
ownership of any Trademark or take any action in derogation of the other Party’s rights therein,
including, applying to register any trademark, trade name, service mark or other designation that is
confusingly similar to any Trademark of the other Party.

EXHIBIT A

SERVICE LEVEL AND SUPPORT POLICY
Terms used but not defined herein shall have the meanings given to them in the Agreement.
1. PROVIDER PLATFORM OVERVIEW
1.1 Technical Requirements: Customer must meet certain minimal technical requirements in order to
use the Services, including:
1.1.1 A modern web browser (such as updated versions of Google Chrome or Apple Safari)
1.1.2 A webhook receiver (accessible by external services) [Optional]

2. CUSTOMER SUPPORT
2.1 Customer Service. Whenever a customer contacts the Customer Support team to report an issue,
Provider performs the following reviews:
● Attempt to reproduce the issue;
● Open incident tickets for the customers if engineering support is needed;
● Monitor the progress of the incidents reported.
Miscellaneous Inquiries.
● Support functional product queries.
● Support functional API queries.
● Support product new releases with available docs.

2.2 Scheduled Maintenance. Provider may occasionally need to perform maintenance tasks that may
impact the availability of the Platform. Provider will use commercially reasonable efforts to provide
Customer with prior notice before any such scheduled maintenance.

3. SERVICE LEVELS
3.1 Support Levels. The Customer will receive a First Response to any query raising a qualifying
condition via platform chat or email within 1 hour of their message (the “First Response Time”).
3.2 Availability. The Platform is designed to be accessible 99.5% of the time or greater, calculated as of
each calendar month.
3.3 Exclusions. The service level commitments do not cover, issues or incidents arising from: (i)
Customer’s actions or Customer’s equipment, software, network connections, infrastructure, and
other systems; (ii) use of the platform or Services in a manner not consistent with the Materials; (iii)
modifications to the Platform or Services by any party other than Provider; (iv) Third Party Services;
(v) Customer’s bad faith, fraudulent, or deceptive conduct; or (vi) general Internet problems beyond
Provider’s reasonable control. For purposes of this section, “Third Party Services” means
applications, data, and services provided by third parties