Provision of Purchased Services. As applicable, FTA will (a) provide access to the Platform to Customer pursuant to Agreement, and the applicable Order Forms and/or SOWs, (a) make the Purchased Services and Content available to Customer pursuant to Agreement, and the applicable Order Forms and/or SOWs, (b) provide Technical Support for the Purchased Services to Customer if purchased, (c) provide the Purchased Services in accordance with laws and government regulations applicable only to FTA Technology and Platform, and (d) subject to Customer’s use of the Purchased Services in accordance with Agreement, and the applicable Order Form and/or SOW.

Additional Services or Out of Scope Services. From time to time, Customer may require Solution, Services, and Consultancy Services from FTA, or its affiliates or subsidiary companies that are outside the scope of the SOW or Order Form contracted for under a SOW or Order Form (“Additional Services” or “Out of Scope Services”).  Where FTA provides the Customer with Additional Services, the Customer must pay FTA’s standard hourly rates or standard fees on its current fee schedule for providing that Additional Services, such standard hourly rates may be amended by FTA from time to time, or which may otherwise be set out in a Statement of Work or Order Form.  Oral or written authorization can be given by Customer to FTA to perform such Additional Services or Out of Scope Services.  In absence of any other written agreement, Order Form or SOW concerning such Additional Services, this MSA shall govern.

Protection of Customer Data. FTA will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). Upon request by Customer made within 30 days after the effective date of termination or expiration of Agreement, FTA will make Customer Data available to Customer for view, download or export. After such 30-day period, FTA will have no obligation to maintain or provide any Customer Data and will have the option to delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited. Furthermore, within 30 days after the effective date of termination or expiration of Agreement, the Parties may agree to have FTA store Customer Data in a data warehouse (by which Customer Data is maintained in a hierarchical format) or a data lake (by which Customer Data is maintained in a repository of raw data), for either of which the parties shall agree to commercially reasonable terms prior to FTA’s obligation to store such Customer Data.

FTA Personnel. FTA will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with FTA’s obligations under Agreement, except as otherwise specified in Agreement.

Usage Limits. Services and Content are subject to usage limits specified in Order Forms or SOWs (if any). If Customer exceeds a contractual usage limit, FTA may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding FTA’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form or an SOW for additional quantities of the applicable Services or Content promptly upon FTA’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below.

Customer Responsibilities. Customer will (a) be responsible for Authorized Users’ compliance with Agreement, Order Forms and SOWs, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Purchased Services, and the interoperation of any Non-FTA Applications on the Platform with which Customer uses Purchased Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Purchased Services and Content, and notify FTA promptly of any such unauthorized access or use, (d) use Purchased Services and Content only in accordance with Agreement, Order Forms, SOWs and applicable laws and government regulations, and (e) comply with terms of service of any Non-FTA Applications. Any use of the Purchased Services in breach of the foregoing by Customer or Users that in FTA’s judgment threatens the security, integrity or availability of Purchased Services, may result in FTA’s immediate suspension of the Purchased Services, however FTA will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.

Usage Restrictions. Customer will not (a) make any Purchased Services or Content available to anyone other than Customer or Authorized Users, or use any Purchased Services or Content for the benefit of anyone other than Customer, unless expressly stated otherwise in an Order Form or an SOW, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Purchased Services or Content, or include any Purchased Services or Content in a service bureau or outsourcing offering, (c) use any Purchased Services and Non-FTA Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use any Purchased Services or Non-FTA Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Purchased Services or third-party data contained therein, (f) attempt to gain unauthorized access to any Purchased Services or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Purchased Services or Content in a way that circumvents a contractual usage limit, or use any Purchased Services to access or use any of FTA Intellectual Property Rights except as permitted under Agreement, an Order Form, or an SOW, (h) modify, copy, or create derivative works based on Purchased Services or Platform or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or an SOW, (j) frame or mirror any part of any Purchased Services or Content, other than framing on Customer's own Workspace or otherwise for its own internal business purposes, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile Purchased Services, Platform, or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of Purchased Services and Platform, (3) copy any ideas, features, functions or graphics of Purchased Services and Platform, or (4) determine whether Purchased Services or Platform are within the scope of any patent.

User Permission. Customers may use their Purchased Services user permission settings to control other Users’ access to Customer Data.  FTA takes no responsibility and assumes no liability for (i) any Customer Data that Customer or any other Authorized Users or third parties post or send over the Purchased Services, or (ii) any public display or misuse of Customer Data including but not limited to viewing or access on Customer user interface including on UniFi Applications.

Removal of Content and Third-Party Products. If Customer receives notice that Content or a Third-Party Product that interoperates with Platform must be removed, modified and/or disabled to avoid violating applicable law or third-party rights. Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in FTA’s judgment continued violation is likely to reoccur, FTA may disable the applicable Content, Service and/or the interoperation of Third-Party Products on the Platform. If requested by FTA, Customer shall confirm such deletion and discontinuance of use in writing and FTA shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if FTA is required by any third-party rights holder to remove Content or receives information that Content provided to Customer may violate applicable law or third-party rights, FTA may discontinue Customer’s access to Content through the Services.

Access to Third Party Products. FTA may make available access to Third Party Products and/or its data on the Platform. Any acquisition by Customer of such Third Party Products, and any exchange of data between Customer and any Third-Party Products is solely between Customer and the applicable Third Party Products and may be subject to the privacy statements and practices of the Third Party Product and/or their suppliers. FTA is not responsible for the privacy statements or privacy practices of these Third Party Products or their suppliers and does not warrant or support Third Party Products but will provide Technical Support for OEM Partners based upon the agreement between OEM Partner and FTA, unless expressly provided otherwise in an Order Form or an SOW.  Third Party Products may require a separate license or require Customer to accept additional terms and conditions and/or pay a fee to use its Services. FTA is not responsible for any disclosure, modification or deletion of Customer Data resulting from access to such Third-Party Products.

Integration with Third Party Products. The Purchased Services may contain features designed to interoperate with Third Party Products. FTA cannot guarantee the continued availability of such integration features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of Third-Party Products ceases to make the Third-Party Products available for interoperation with the corresponding Purchased Service features in a manner acceptable to FTA.

Customer Data with Third Party Products. Customer agrees and acknowledges that Third Party Products will access Customer Data and FTA shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by Third Party Products.

Third Party Licenses. Where FTA has resold or embedded Third Party Product Services using APIs, Customer acknowledges and warrants to FTA that Customer has obtained the Third-Party Product licenses to permit the Customer to use the Third-Party Products in accordance with this MSA. Customer acknowledges and agrees that FTA will rely solely on Customer representations and warranties regarding Third Party Products.

Third Party Sites. AccelerationCloud™ may call the servers of other web sites or Services of Third-Party Products at the direction of the Customer including but not limited to data from Third Party Products, Content, Customer Data, and User(s) data. Customer acknowledges the information, or other material, products, Content or Services that are contained on or accessible through Third Party Sites, including financial information, account verification data, material, products, and Services on such sites or available through such sites including from OEM Partners are used solely at Customer’s own risk.

License Grant. Subject to the terms and conditions of the MSA and the Order Form, FTA may grant to Customer a limited, non-exclusive, non-transferable (except as permitted under the MSA), worldwide license to use Purchased Services on the Platform. Client shall have no right to sub-license or resell the Purchased Services.

Compliance. Customer acknowledges and agrees that FTA will monitor Customer’s use of the Services for purposes of verifying compliance with the MSA, and that any act or omission in breach of Section 3.3 and Section 5.1 will constitute an unauthorized exercise of FTA’s exclusive Intellectual Property Rights beyond the scope of the rights granted by this MSA.  FTA may, without limiting its other rights and remedies, suspend the Services without further notice. FTA, at its election, suspend access to the Services or terminate Agreement in the event that Customer commits any breach of its obligations under the MSA or otherwise commits and act of infringement or misappropriation, as applicable, of FTA’s Intellectual Property Rights.

Co-Branded Distribution. Customer shall provide the Services to its clients under the names of both Customer and FTA in a co-branded fashion as part of its products and services using the phrase “Powered by FinTech Automation”, or some other FTA branding as required by FTA.

Territory. FTA may extend Customer’s license to allow Customer to utilize AccelerationCloud™ API within the Territory (as a component of the Integrated Service) to integrate with Third Party Applications, Customer’s Client’s Application and its Authorized User(s).

Limitation of Middleware License. Customer shall not use the AccelerationCloud™ API for any other purpose than what is described in the Order Form or Statement of Work. Customer shall not sell or license the Acceleration Cloud API, Purchased Services, Integrated Service or Proprietary Technology on a stand-alone basis or to any web portal, search engine, or other online commerce site and social media site including but not limited to Yahoo, Google, AOL, MSN, Facebook, etc.

Responsibility. Customer shall be solely responsible for (i) providing, operating and maintaining the (Integrated Service/Applications) and hosting the (Integrated Service/Applications), and (ii) serving, operating and maintaining the Integrated Service, and any related webpages or Customer Content.

Solicitation by Customer. Customer shall only offer the Integrated Service to prospective Customer Clients and its Authorized User(s) on the terms and conditions stated in the MSA and Acceleration Cloud Terms and Conditions.

Forecasting and Reporting. FTA and Customer will participate in monthly reviews of the Customer’s forecast report.

Relationship Management. Customer shall appoint a representative whose responsibility shall be to manage the relationship between FTA and Customer under this MSA and Acceleration Cloud Terms and Conditions.

No Agency. Except as otherwise contemplated under the MSA, Customer agrees that it will not (i) enter into any agreement, contract, or arrangement with any party that imposes any legal obligations or liability of any kind whatsoever upon FTA or (ii) without limiting the generality of the foregoing, sign FTA’s name to any commercial paper, contract or other instrument or contract any debt or enter into any agreement, either express or implied, binding FTA to the payment of money and/or in any other regard.

Customer Client Terms. Prior to the launch of the Integrated Service, Customer shall (i) enter a written agreement with Customer Client meeting the requirements set forth in the Agreement and Acceleration Cloud Terms and Conditions, (ii) signed acknowledgement the Customer Client has received a copy of the MSA, Acceleration Cloud Terms and Conditions, and Addendum(s) (iii) provide FTA with the information required in attached schedules, and (iv) commence payment to FTA of fees specified in the Fee Schedule.

Terms of Service. For all instances in which Customer utilizes AccelertionCloud™ as part of Integrated Services hereunder, Customer shall enter into a written agreement directly with the relevant Customer Client (“Client Agreement”) setting forth the terms of the service in accordance with the Agreement, the Acceleration Cloud Terms and Condition, and Addendum(s); accordingly, all payments under such agreements shall be made directly to Customer and Customer shall be solely responsible for collecting all such amounts.

Privacy Notice. Customer and [Client(s)] shall follow a written privacy notice describing how it uses, collects, stores, handles and shares Data (“Notice”). User must be able to access the Notice easily and Customer and [Client(s)] shall clearly and conspicuously reference or display the Notice during enrollment of Customer and [Client(s)] Service (including, at a minimum via a link on the Customer Service internet homepage and within the Customer Service mobile application).

Access to Data. To enable FTA to provide the Services, Customer agrees to give FTA reliable access to User Data through a data feed or a customer-facing website, the technical details of such access to be agreed upon by the parties. If Customer elects to grant access through a data feed, Customer agrees to build and maintain such a data feed at all times to provide data to FTA for Customer’s account holders, for distribution through and across the Services and FTA network.  User Data will be sent to FTA via a batch data feed mechanism and in accordance with FTA’s OEM Partner (Mastercard Finicity) technical specifications. To further support the data fee, Customer agrees to provide FTA with: (a) at least three test accounts to assist FTA in testing Customer’s batch mechanism and data fee; (b) a technical contact; and (c) an IP address for server access.

Data Source Trademarks. FTA does not grant in these Standards any license to use Data Source trade names, logos, trademarks, or service marks.

User Agreement. Before accessing a User’s Data Source Customer shall enter a written agreement with that User governing Customer’s access and use of the User’s Data (each a “User(s) Agreement”.

User Agreement Terms. Customer shall cause each User Agreement to (i) obtain User(s) consent for Customer to use, collect, store, handle and share the User’s Data in accordance with Customer's Notice; (ii) include the following text in bold or capitalized font (modified as needed to include defined terms in the User Agreement without substantially changing its meaning):
You provide log-in credentials (“Credentials”) to your accounts at your own risk.
By using our service, you agree that the data sources that maintain your accounts and any third parties that interact with your Credentials or account data in connection with our services are not liable for any loss, theft, compromise, or misuse whatsoever in connection with our services (including negligence), except to the extent such liability cannot be limited under applicable law. Data Sources make no warranties of any kind relating to the data provided by our services – whether express, implied, statutory, or otherwise. Except PDFs of official account documents, we retrieve on your behalf and provide to you without alteration, no data provide by our services is an official record of any of your accounts.

Data Source Liability. DATA SOURCES MAKE NO WARRANTIES TO CLIENT(S), CUSTOMER, AND AUTHORIZIED USER(S) OF ANY KIND (WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE). DATA SOURCES PROVIDE ACCESS AT NO INCREMENTAL CHARGE TO CLIENT(S) AND DATA SOURCES AND RELATED PARTIES WILL HAVE NO LIABILITY WHATSOEVER TO CLIENTS, CUSTOMER, AND AUTHORIZED USER(S) RELATING TO ACCESSING OR USING DATA. NO DATA SOURCE OR RELATED PARY WILL BE LIABLE FOR ANY EXPENSES, LOSSES, OR DAMAGES RELATING TO ANY CLIENT’S ACCESS OR USE OF DTA, FOR ANY LOST PROFITS OR OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, OR OTHERWISE IN EXCESS OF $100.  THE LIMITATIONS IN THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW NOTWHITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF THE FORM OF ACTION UNDER WHICH RECOVERY FOR ANY LOSS, DAMAGE, OR EXPENSE IS SOUGHT (INCLUDING NEGLIGENCE)

Fees. Customer will pay all Fees and Costs specified in Agreement, an Order Forms or SOW. Except as otherwise specified in this  MSA, an Order Form or a SOW, (i) Fees are based on Purchased Services and Content purchased and not actual usage, (ii) payment obligations are non-cancelable and Fees and Costs paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Contract Period.

Invoicing and Payment. FTA will invoice Customer in advance or in accordance with the relevant Order Form or SOW. Unless otherwise stated in the Order Form or SOW, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to FTA and notifying FTA of any changes to such information.

Overdue Charges. If any invoiced amount is not received by FTA by the due date, then without limiting FTA’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

Suspension of Service and Acceleration. If any charge owing by Customer to FTA for Purchased Services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized FTA to charge to Customer’s credit card), FTA may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend all Services until such amounts are paid in full, provided that, other than for Customers paying by credit card or direct debit whose payment has been declined, FTA will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.

Taxes. FTA's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If FTA has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, FTA will invoice Customer and Customer will pay that amount unless Customer provides FTA with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, FTA is solely responsible for taxes assessable against it based on its income, property and employees.

Custom Development. Customer hereby does and shall assign to FTA Customer’s entire worldwide right, title and interest in and to all Work Product, Project Technology, and all associated records and intellectual property rights. To the extent any of the rights, title and interest in and to Work Product and Project Technology that cannot be assigned by Customer to FTA, Customer hereby grants to FTA an exclusive, royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to exercise such non-assignable rights, title and interest. To the extent any of the rights, title and interest in and to the Work Product and Project Technology can be neither assigned nor licensed by Customer to FTA, Customer hereby irrevocably waives and agrees never to assert such non-assignable and non-licensable rights, title and interest against FTA or any of FTA’s successors in interest to such non-assignable and non-licensable rights.

Reservation of Rights. Subject to the limited rights expressly granted hereunder, FTA, its Affiliates, its licensors and Content providers reserve all of their right, title and interest in and to the Services and Content, including all of their related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

Access to and Use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, SOWs and Agreement.

License by Customer to FTA. Customer grants FTA, its Affiliates and applicable contractors a worldwide, perpetual license to host, copy, use, transmit, license, and display any Purchased Services and Non-FTA Applications and program code created by or for Customer using Purchased Services or for use by Customer with the Purchased Services, and Customer Data, each as appropriate for FTA to provide and ensure proper operation of Purchased Services on the Platform and associated systems in accordance with Agreement. By submitting Customer Data to Purchased Services, Customer hereby grants FTA fully paid-up and royalty-free license to use, display, reproduce, modify, publish, distribute list information regarding, edit translate and analyze the Customer Data within the Purchased Services in any formats and through any applicable channels for the purposes of providing the applicable features and functionality of the Purchased Services and improving the way the Purchased Services work and look, and to create new features and functionality. If Customer chooses to use Purchased Services and Non-FTA Applications on the Platform, Customer grants FTA permission to allow the Purchased Services and Non-FTA Applications and its provider to access Customer Data and information about Customer’s usage of the Purchased Services and Non-FTA Application as appropriate for the interoperation of that Purchased Services and Non-FTA Applications. Subject to the limited licenses granted herein, FTA acquires no right, title or interest from Customer or its licensors under Agreement in or to any Customer Data.

Permitted Use of User Data and Aggregated Data. FTA may use User Data to provide and improve the Services and may use, sell, license, distribute, and disclose Aggregated Data as permitted by law.

License by Customer to Use Feedback. Customer grants to FTA and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of FTA’s or its Affiliates’ services.

Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving 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. Confidential Information of Customer includes Customer Data; Confidential Information of FTA includes the Services and Content, and the terms and conditions of Agreement and all Order Forms or SOWs (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional FTA services.

Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of Agreement or any Order Form or SOW to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, FTA may disclose the terms of Agreement and any applicable Order Form or SOW to a subcontractor or Non-FTA Application Provider to the extent necessary to perform FTA’s obligations under Agreement, under terms of confidentiality materially as protective as set forth herein.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

Representations. Each party represents that it has validly entered into Agreement and has the legal power to do so.

FTA Warranties. FTA warrants that during an applicable Contract Period (a) Agreement, the Order Forms and the SOWs will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) FTA will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Order Form or SOW, and (d) subject to the “Integration with Non-FTA Applications” section above, FTA will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

Customer Data Disclaimer. CUSTOMER ACKNOWLEDGES THAT FTA DOES NOT MANAGE OR CONTROL THE CUSTOMER DATA THAT CUSTOMER ACCESSES, STORES OR DISTRIBUTES THROUGH THE PURCHASED SERVICES, AND ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THAT INFORMATION REGARDLESS OF WHETHER SUCH CUSTOMER DATA IS TRANSMITTED TO OR BY CUSTOMER. FTA MAKES NO WARRANTY WITH RESPECT TO SUCH CUSTOMER DATA CUSTOMER MAY ACCESS, STORE OR DISTRIBUTE THROUGH THE PURCHASED SERVICES. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FTA MAKES NO WARRANTY THAT SUCH CUSTOMER DATA WHEN INPUTTED BY CUSTOMER OR AUTHORIZED USERS WILL BE FREE OF ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, CANCELBOT, OR OTHER DESTRUCTIVE OR MALICIOUS CORDE OR PROGRAMS. CUSTOMER AGREES TO WAIVE, AND HEREBY DOES WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OF REMEDIES CUSTOMER HAS OR MAY HAVE AGAINST FTA WITH RESPECT TO CUSTOMER DATA AND CONTENT THAT CUSTOMER CHOOSES TO ACCESS, STORE OR DISTRIBUTE, THROUGH PURCHASE SERVICES.

Disclaimer of Reliance. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY ARE SOPHISTICATED BUSINESS ENTITIES, EACH HAVING BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OR HAVING HAD THE OPPORTUNITY TO RETAIN SUCH COUNSEL, AND THAT THEY ARE ENTERING INTO THIS AGREEMENT AND ANY SUBSEQUENT OR RELATED ORDER FORMS AND SOWS BASED SOLELY ON THEIR OWN INDEPENDENT JUDGMENT AND THE EXPRESS REPRESENTATIONS, WARRANTIES, AND COVENANTS CONTAINED HEREIN, EACH PARTY HEREBY EXPRESSLY AGREES NOT TO RELY ON AND DISCLAIMS ANY RELIANCE UPON ANY AND ALL PRIOR OR CONTEMPORANEOUS STATEMENTS, REPRESENTATIONS, ASSERTIONS, NON-ASSERTIONS, OMISSION, WARRANTIES, PROMISES, OR ASSURANCES-WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED- THAT ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, OR ANY ORDER FORM OR SOW RELATED OR ENTERED INTO PURSUANT TO THIS AGREEMENT.   EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS CONDUCTED ITS OWN INDEPENDENT INVESTIGATION AND DUE DILIGENCE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.  IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN, EACH PARTY IRREVOCABLY WAIVES ANY AND ALL CLAIMS OR CAUSES OF ACTION AGAINST THE OTHER FOR FRAUD, FRAUDULENT INDUCEMENT, NEGLIGENT MISREPRESENTATION, OR ANY SIMILAR LEGAL OR EQUITABLE THEORY, TO THE EXTENT SUCH CLAIMS ARE BASED ON ANY REPRESENTATION OR STATEMENT NOT EXPRESSLY SET FORTH IN THE AGREEMENT.  THIS DISCLAIMER OF RELIANCE IS A MATERIAL INDUCEMENT TO EACH PARTY’S EXECUTION OF THIS AGREEMENT AND SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.

Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT IS PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

Indemnification by FTA. During the Contract Period, FTA will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Purchased Services infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by FTA in writing of, a Claim Against Customer, provided Customer (a) promptly gives FTA written notice of the Claim Against Customer, (b) gives FTA sole control of the defense and settlement of the Claim Against Customer (except that FTA may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives FTA all reasonable assistance, at FTA’s expense. If FTA receives information about an infringement or misappropriation claim related to a Purchased Service, FTA may in its discretion and at no cost to Customer (i) modify the Purchased Services so that they are no longer claimed to infringe or misappropriate, without breaching FTA’s warranties under “FTA Warranties” above, (ii) obtain a license for Customer’s continued use of that Purchased Service in accordance with Agreement, or (iii) terminate Customer’s Purchased Services for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated Purchased Services. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Purchased Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Purchased Services or any part thereof with software, hardware, data, or processes not provided by FTA, if the Purchased Services or use thereof would not infringe without such combination; (3) a Claim Against Customer arises from Purchased Services under an Order Form or an SOW for which there is no charge; or (4) a Claim against Customer arises from Content, a Non-FTA Applications or Customer’s breach of Agreement or applicable Order Forms or SOWs.

Indemnification by Customer. During the Contract Period and thereafter, Customer will defend FTA and its Affiliates against any claim, demand, suit or proceeding made or brought against FTA by a third party alleging (a) that any Customer Data or Customer’s use of Customer Data with the Services, (b) a Non-FTA Application provided by Customer, or (c) the combination of a Non-FTA Application provided by Customer and used with the Services, infringes or misappropriates such third party’s intellectual property rights, or arising from Customer’s use of the Services or Content in an unlawful manner or in violation of the Agreement or Order Form or SOW (each a “Claim Against FTA”), and will indemnify FTA from any damages, attorney fees and costs finally awarded against FTA as a result of, or for any amounts paid by FTA under a settlement approved by Customer in writing of, a Claim Against FTA, provided FTA (a) promptly gives Customer written notice of the Claim Against FTA, (b) gives Customer sole control of the defense and settlement of the Claim Against FTA (except that Customer may not settle any Claim Against FTA unless it unconditionally releases FTA of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against FTA arises from FTA’s breach of Agreement or applicable Order Forms or SOWs.

Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.

Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY FTA TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Term of Purchased Services. The Contract Period shall be as specified in Agreement or in the applicable Order Form or SOW. If no Contract Period exists in Agreement or in the applicable Order Form or SOW, the Contract Period will begin on the date Customer is provided a User identification and ability to access the Services. Except as otherwise specified in an Order Form or an SOW, Purchased Services will automatically renew to coincide with the Contract Period (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 90 days before the end of the relevant Contract Period. Except as expressly provided in the applicable Order Form or SOW, renewal of promotional or one-time priced Purchased Services will be at FTA’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which Purchased Services Volume or Contract Period for any Services has decreased from the prior Purchased Term will result in re-pricing at renewal without regard to the prior Purchased Term’s per-unit pricing.

Termination. A party may terminate Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Refund or Payment upon Termination. If Agreement is terminated by Customer in accordance with the “Termination” section above, FTA will refund Customer any prepaid fees covering the remainder of the Contract Period of all Order Forms or SOWs after the effective date of termination. If Agreement is terminated by FTA in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the Contract Period of all Order Forms or SOWs to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to FTA for the period prior to the effective date of termination.

Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Content and Third Party Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of Agreement for so long as FTA retains possession of Customer Data.

Export Compliance. The Services, Content, other FTA technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. FTA and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

Recorded Communication. Each Party (i) consents and has no objection to the recording of telephone conversations between the personnel of the Parties in connection with Agreement, the SOW or the Order Form or any potential transaction or service whether by one or other or both of the Parties or their agents, (ii) agrees to the extent permitted by applicable law, that recordings may be submitted in evidence in any legal proceeding and (iii) agrees that in any proceedings either will not object to the introduction of such recordings in evidenced on the grounds that consent was not properly given. Further, the Customer acknowledges, accepts and consents that FTA will produce a written record of telephone conversations, internet-based conversations (chat) and meeting minutes between the Customer and FTA that can be used as evidence in legal proceedings or otherwise.  Either Parties recordings may be used in any forum in which a dispute is sought to be resolved, and the recording Party will retain the recordings for period of time in accordance with the recording Party’s policies and procedures unless one Party notifies the other that a particular transaction is under review and warrants further retention.

Entire Agreement and Order of Precedence. Agreement is the entire agreement between FTA and Customer regarding Customer’s use of Purchased Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) the applicable SOW, and (3) Agreement. Titles and headings of sections of Agreement are for convenience only and shall not affect the construction of any provision of Agreement.

Relationship of the Parties. The parties are independent contractors. Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

Third-Party Beneficiaries. There are no third-party beneficiaries under Agreement.

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

Severability. If any provision of Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of Agreement will remain in effect.

Amendment. This Agreement may be amended from time to time by FTA in its discretion without the consent of Customer when changes in the law or relevant regulations, enforcement authority, or regulatory guidance requires such an amendment.  All other modifications or amendments including but not limited to Fees or Service Levels will be communicated in writing and posted on the website.  There shall be no amendment or modifications made to any SOWs or Order Forms unless made in writing and executed by both Customer and FTA.

Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign Agreement in its entirety (including all Order Forms and SOWs), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate Agreement upon written notice. In the event of such a termination, FTA will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Governing Law and Severability. Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of Nevada. In case any provision of Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of Agreement shall not in any way be affected or impaired thereby.

Manner of Giving Notice. Except as otherwise specified in Agreement, all notices related to Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.

Relationship to Agreement. All terms and conditions of the Agreement shall remain in full force and effect. In the absence of any other written agreement or provision the terms and conditions of this Master Service Agreement shall govern.