These Subscription Terms (“Terms”) govern the access to and use of the Services provided by LendARR, Inc. (“FlexPoint”) and is incorporated by reference into one or more order forms, statements of work, or other ordering documents (each, an “Order Form”). By executing an Order Form that references or incorporates these Terms, the entity identified as the customer in that Order Form (“Customer”) agrees to be bound by the terms of these Terms as of the effective date set forth in the applicable Order Form (the “Effective Date”). These Terms, together with all Order Forms, exhibits, and any other documents or policies referenced herein, constitute the entire agreement between FlexPoint and Customer regarding the Services. These Terms supersede all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions, and understandings, whether written or oral, with respect to the Services. In the event of a conflict between these Terms and an Order Form, the Order Form will govern.

1.1. Offerings.

1.1.1. FlexPoint provides various offerings. The specifics of each transaction with Customer will be set forth on a Order Form. Each offering, if selected, is set forth in an Order, and the Order outlines the following: (i) the nature of the services to be provided by FlexPoint including the software services, any applicable maintenance and support services, and/or consulting, implementation, or other professional services (“Services”); (ii) whether the Services will be provided on a trial basis and the term of such trial, if applicable (“Trial Period”); (iii) the period the Services will be provided on a non-trial basis (each, a “Service Period”); (iv) the number of Users (as defined below) authorized to use the Services (“Service Capacity”), as applicable; and (v) the fees for the Services (“Service Fees”).

1.1.2. Subject to the terms and conditions of these Terms, FlexPoint will make the Services available to Customer and Customer’s authorized users (each, a “User”) for Customer’s access and internal use during the Service Period by using commercially reasonable efforts to provide the Services. The total number of Users who are permitted access to and use of the Services shall not exceed the Service Capacity number set forth in the Order Form (if any), except as expressly agreed to in writing by the parties and subject to any appropriate adjustment of the Service Fees payable hereunder. Customer is responsible for all acts and omissions of Users, and any act or omission by a User that would constitute a breach of these Terms if taken by Customer will be deemed a breach of these Terms by Customer. Customer will make all Users aware of these Terms provisions as applicable to such User’s use of the Services (or any component thereof) and shall cause Users to comply with such provisions.

1.1.3. Access to certain content, including Output (as defined below), may be available through the Services (“Content”). Customer may use, download, and modify the Content for its internal use or for in accordance with these Terms and any applicable Third-Party Terms of Service.

1.1.4. Maintenance and Support. FlexPoint may conduct maintenance on the Services from time to time without prior notice to Customer. Support will be provided in accordance with FlexPoint’s support policy (located here https://flexpoint.zendesk.com/hc/en-us/articles/28920306484756-Support-Policy) which is incorporated herein by reference.

1.2. Third-Party Providers. Portions of the Services (including the Content) may be provided through third-party providers, which may have a separate agreement with Customer or, if not, may impose certain restrictions or additional terms and conditions (“Third-Party Terms of Service”). If applicable, the Third-Party Terms of Service are incorporated into these Terms by reference. In the event of conflict between the terms and conditions of the Third-Party Terms of Service and the terms and condition of these Terms, the terms and conditions of the Third-Party Terms of Service will govern with respect to such portions. Customer agrees to abide by the terms and conditions of the Third-Party Terms of Service provided by FlexPoint, if applicable. FlexPoint disclaims any liability with respect to such portions of the Services. Customer agrees that such third-party providers are third-party beneficiaries of all terms applicable to them. Customer, at its sole expense, will defend, indemnify, and hold harmless the FlexPoint Parties from and against any and all Losses arising from any Claim resulting from or arising in connection with any alleged or actual violation of any Third-Party Terms of Service by or on behalf of Customer.

1.3. Merchant Terms. Customer acknowledges and agrees that all payments made under these Terms will be processed by a third-party payment processor (the “Payment Processor”). In order to use the payment processing services, Customer must enter into a separate agreement with the Payment Processor (the “Merchant Terms”). The terms of the Merchant Terms are in addition to, and not incorporated into, these Terms. Customer further acknowledges that the Company may not be a party to the Merchant Terms and is not responsible for the services provided by the Payment Processor. Customer is solely responsible for reviewing and complying with the terms of the Merchant Terms, including any applicable fees and obligations related to payment processing.

1.4. Payment Acceptance Terms. Customer acknowledges and agrees that as a condition to providing the Services, FlexPoint requires that Customer accept and agree to the Payment Acceptance Terms of Service (located at https://www.getflexpoint.com/payment-processing-terms-of-service). The Payment Acceptance Terms of Service are incorporated herein by reference.

Except as expressly authorized by these Terms or separate agreement signed by the parties, Customer may not (i) modify, disclose, alter, translate, or create derivative works of the Services (or any components thereof); (ii)license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Services (or any components thereof); (iii) use the Services to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions; (iv)copy, frame, or mirror any part or content of the Services; (v) build a competitive product based on the Services or service, or copy any features or functions of the Services; (vi) interfere with or disrupt the integrity or performance of the Services; (vii) attempt to gain unauthorized access to theServices or their related systems or networks; (viii) disclose to any unrelated third party any performance information or analysis relating to the Services;(ix) remove, alter, or obscure any proprietary notices in or on the Services including copyright notices; (x) disclose or make available Passwords that FlexPoint has provided to Customer or the Users; (xi) create or retain any copies of anyContent, except to print or download insubstantial amounts of the Content as available through the Services’ intended use; (xii) reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile, or otherwise translate, create, or create the source code of the Services or their structural framework (in whole or in part), or perform any process intended to determine the source code for the Services; (xiii) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Services or the functionality of the Services; (xiv) take any action that imposes an unreasonable or disproportionately large load on the Services; (xv) use the Services in any way that may violate any applicable law, rule, or regulation, for any purpose that is illegal in any way or that advocates illegal activity; or (xvi) cause or permit any User or third party to do any of the foregoing.

3.1.      Service Fees. Customer will pay, or cause to be paid, to FlexPoint the Service Fees in accordance with the payment terms set forth in the Order Form. The Service Fees do not include taxes. Unless otherwise set forth in the Order Form, and Customer agrees that, as a condition of using the Services, it will connect and maintain a valid U.S.bank account via FlexPoint’s designated payment processor. Customer authorizes FlexPoint to automatically debit the connected bank account for all amounts due under these Terms. All payments must be made in U.S. Dollars. If FlexPoint is unable to successfully collect payment when due, Customer remains responsible for all unpaid amounts and FlexPoint may assess late fees or suspend access to theServices as provided herein.

3.2.      Interest and Additional Terms. Interest on any late payments will accrue at the rate of 1.5%per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is paid in full. Customer will be responsible for, and will pay all sales and similar taxes on, all license fees and similar fees levied upon the provision of the Services, excluding only taxes based solely on FlexPoint’s net income. Notwithstanding any terms to the contrary in these Terms, (i) FlexPoint will not be obligated to issue any refunds for Service Fees paid, and (ii) FlexPoint, at its sole discretion, may modify its pricing during any Service Period, provided that modifications will only be effective as of the following Service Period and that FlexPoint notifies Customer of such pricing modifications at least 30days beforehand.

3.3.      Price Increases. Beginning 12 months after the Effective Date, or the end of the Term stated on the OrderForm, whichever is later, the Service Fees shall automatically increase by 5% over the Service Fees previously in effect. The updated pricing shall take effect without further action by either party. FlexPoint may waive or modify any price increase in its sole discretion. All such adjustments shall be deemed part of the Service Fees under these Terms.

4.1. Term.

If there is a Trial Period, then these Terms commence on the Effective Date and, unless earlier terminated as set forth in Section 4.3, continue for the Trial Period. Thereafter, unless FlexPoint provides written notice of its intent not to renew the Terms at least 30 days before the end of the Trial Period, these Terms continue through the Service Period, if any. Thereafter, unless terminated as set forth in Section 4.3 or otherwise provided in the Order Form, these Terms will automatically renew for successive periods equivalent to the length of the Service Period (each period referred to as a Service Period) unless either party provides written notice of non-renewal no less than 30 days prior to the end of the then-current Service Period.

If there is no Trial Period, then these Terms commence on the Effective Date and, unless earlier terminated as set forth in Section 4.3, continue for the Service Period. Thereafter, unless terminated as set forth in Section 4.3 or otherwise provided in the Order Form, these Terms will automatically renew for successive periods equivalent to the length of the Service Period (each period referred to as a Service Period) unless either party provides written notice of non-renewal no less than 30 days prior to the end of the then-current Service Period.

“Term” as referenced in these Terms means the total duration these Terms are in effect, subject to the provisions for termination and renewal as specified in this Section 4.1.

4.2. Suspension. Notwithstanding any terms to the contrary in these Terms, FlexPoint may suspend use of the Services (or any portion thereof) without liability (a)  if FlexPoint reasonably determines that (i) Customer fails to pay any undisputed Service Fees when due, (ii) Customer or any of its Users are in breach of Section 1.3, (iii) Customer’s or any User’s use of the Services or Content disrupts or poses a security risk to the Services or to any other customer or vendor of FlexPoint, (iv) any vendor of FlexPoint has suspended or terminated FlexPoint’s access to or use of any third-party services or products required to enable Customer to access the Services, (v) FlexPoint is required by any applicable law to suspend the Services; or (b) for any other reason in FlexPoint’s sole discretion.

4.3. Termination. Either party may terminate these Terms, for cause, if the other party materially breaches these Terms and does not remedy such breach within 30 days after its receipt of written notice of such breach. FlexPoint may terminate these Terms, in whole or in part, upon 30 days’ written notice to Customer.

4.4. Effects of Termination. Upon any expiration or termination of these Terms (i) all rights and licenses granted to Customer under these Terms will immediately terminate, and (ii) Customer must promptly pay, or cause to be paid, to FlexPoint all amounts due and payable up to the effective date of termination of these Terms, unless Customer terminates for cause pursuant to Sections 4.3 or 10.4. Notwithstanding any terms to the contrary in these Terms, (a) Sections 1.3, 1.4, 1.4, 3, 4.4, 5, 6, 8, 9, 10, and 11 will survive any termination or expiration of these Terms, and (b) no refunds will be issued except as otherwise provided in these Terms.

5.1. FlexPoint acknowledges that, as between FlexPoint and Customer and subject to the rights and licenses granted in these Terms, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to non-public data provided by Customer and its Users to FlexPoint to enable the provision of the Services (“Customer Data”). Customer hereby grants to FlexPoint a non-exclusive, royalty-free, worldwide license to Process the Customer Data and perform all acts with respect to the Customer Data as may be necessary or useful for FlexPoint to provide the Services to Customer.

5.2. Customer acknowledges and agrees that FlexPoint may, through the Services or otherwise, Process Customer Data and other inputs provided by Customer and Users (collectively, “Input”), to generate output based on the Input (“Output”), to perform the Services for the benefit of Customer, to maintain and provide the Service, to train the machine learning models used to provide the Services, to develop and improve FlexPoint technologies and offerings, to offer and provide such FlexPoint technologies and offerings to third parties, and to generate or develop deidentified data from the Input, Output, and any derivatives thereof (the “Deidentified Data”). Customer represents and warrants that Customer has all rights, licenses, and permissions required to provide Input to the Services. Customer is solely responsible for all use of the Outputs and evaluating the Output for accuracy and appropriateness for each use case. For purposes of these Terms, “Process” means to take any action or perform any operation or set of operations that the Services are now or hereafter capable of taking or performing on any documents, graphics, materials, or other data, information, and other content, including, without limitation, to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise generate, provide, or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.

5.3. Customer acknowledges that, as between Customer and FlexPoint and subject to the rights and licenses granted in these Terms, FlexPoint owns all right, title, and interest, including all Intellectual Property Rights, in and to the Deidentified Data.

5.4. Customer acknowledges and agrees that FlexPoint may monitor, collect, use, and store anonymous and aggregate statistics regarding use of the Services and/or any individuals/entities that interact with the Services (including, without limitation, information concerning Customer Data and data derived therefrom) (collectively, “FlexPoint Analytic Data”). As between the parties and subject to the grants expressly set forth in these Terms, FlexPoint owns all right, title, and interest in and to the Services and FlexPoint Analytic Data, together with any and all Intellectual Property Rights embodied in or related to the foregoing.

5.5. Customer acknowledges and agrees that FlexPoint may market, promote, and sell its Services, or otherwise communicate with downstream parties that may have access to FlexPoint’s Services regardless of their commercial relationship with Customer (collectively, “Downstream Parties”). Nothing in these terms shall restrict FlexPoint from engaging in direct communications, demonstrations, marketing campaigns, sales activities, or providing services to Downstream Parties, unless otherwise agreed to in writing by Customer and FlexPoint.

6.1. Definition. “Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) concerning or related to these Terms or the Disclosing Party (whether before, on, or after the Effective Date) that is marked “Confidential” or “Proprietary” or with similar designation by the Disclosing Party, at the time of initial disclosure to the Receiving Party or, if the Disclosing Party makes an oral disclosure, the Disclosing Party, within 5 days of such oral disclosure, notifies the Receiving Party in writing that the information disclosed by the Disclosing Party should be treated as confidential/proprietary to the Disclosing Party. Notwithstanding the foregoing, Confidential Information will not include information that (i) is or becomes publicly available without breach of these Terms through no fault of the Receiving Party, (ii) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party, (iii) the Receiving Party can demonstrate was developed by the Receiving Party independently, and without use of or reference to, the Confidential Information, or (iv) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. In addition, the Receiving Party may disclose Confidential Information that is required to be disclosed by law or regulation or by a subpoena or order issued by a court of competent jurisdiction (each, a “Court Order”), but solely on the conditions that the Receiving Party (a) gives the Disclosing Party written notice of the Court Order promptly after receiving it, if permitted by applicable law or regulation, and (b) cooperates fully with the Disclosing Party before disclosure to provide the Disclosing Party with the opportunity to interpose any objections it may have to the disclosure of the information required by the Court Order and seek a protective order or other appropriate relief. In the event of any dispute between the parties as to whether specific information is within one or more of the exceptions set forth in this Section 6, the Receiving Party will bear the burden of proof, by clear and convincing evidence, that such information is within the claimed exception(s).

6.2. Obligations. The Receiving Party will maintain in confidence the Confidential Information during the Term and for the 10-year period commencing upon the effective date of termination of these Terms, and will not use such Confidential Information except as expressly permitted in these Terms. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations or exercising the Receiving Party’s rights under these Terms. In addition, the Receiving Party will only disclose Confidential Information to its affiliates within Customer, directors, officers, employees, vendors, and/or contractors who have a need to know such Confidential Information in order to perform their duties under these Terms, provided such affiliates, directors, officers, employees, vendors, and/or contractors are under an obligation to maintain the confidentiality of the Confidential Information. Each party agrees that the terms and conditions of these Terms will be treated as Confidential Information of both parties and will not be disclosed to any third party; provided, however, that each party may disclose the terms and conditions of these Terms in confidence (i) to such party’s legal counsel, accountants, banks, financing sources, and their advisors; (ii) in connection with the enforcement of these Terms or rights under these Terms; (iii) in connection with an actual or proposed equity investment, merger, acquisition, or similar transaction; or (iv) to governmental or regulatory authorities in connection with examinations or audits.

7. Representations and Warranties. Each party represents and warrants that (i) it is validly existing and in good standing under the laws of the place of its establishment or incorporation, (ii) it has full corporate power and authority to execute, deliver, and perform its obligations under these Terms, (iii) the person signing these Terms on its behalf has been duly authorized and empowered to enter into these Terms, and (iv) these Terms are valid, binding, and enforceable against it in accordance with its terms.

8. Disclaimer. EXCEPT AS SET FORTH IN SECTION 7, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, FLEXPOINT, ITS AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (I) THE ACCESS TO OR USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (II) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, OR OTHERWISE PRODUCE ANY PARTICULAR RESULTS, (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, OR WILL NOT BE LOST, DAMAGED, OR CORRUPTED, (IV) ERRORS OR DEFECTS WILL BE CORRECTED, PATCHES OR WORKAROUNDS WILL BE PROVIDED, OR FLEXPOINT WILL DETECT EVERY BUG IN THE SERVICES, (V) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (VI) THIRD-PARTY DISRUPTIONS AND SECURITY BREACHES OF THE SERVICES WILL BE PREVENTED.

9.1. Indemnification by FlexPoint. FlexPoint, at its sole expense, will defend Customer, its affiliates, and its and their respective directors, officers, employees, consultants, and agents (“Customer Parties”) from and against any and all third-party claims, suits, actions, or proceedings (each a “Claim”), and indemnify Customer Parties from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest, and disbursements) (“Losses”) that are awarded by a court of competent jurisdiction or included in a settlement approved, in advance and in writing, by FlexPoint, in each case resulting from or arising in connection with (i) the Services (solely in the form delivered to Customer and excluding any Content) infringing any Intellectual Property Rights (as defined in Section 10.4) of any third party, or (ii) any violation of applicable law or regulation by or on behalf of FlexPoint, provided that Customer was not also involved in such violation.

9.2. Indemnification by Customer. Customer, at its sole expense, will defend FlexPoint, its affiliates, and its and their respective directors, officers, employees, consultants, and agents (“FlexPoint Parties”) from and against any third-party Claim, and indemnify the FlexPoint Parties from any related Losses, resulting from or arising in connection with (i) Customer Data or use of any Content, (ii) any breach of Section 1.4, 11.2 or (iii) any violation of applicable law or regulation by or on behalf of Customer.

9.3. Procedure. The indemnifying party’s indemnification obligations under this Section 9 are conditioned upon the indemnified party (i) giving prompt written notice of the Claim to the indemnifying party once the indemnified party becomes aware of it, (ii) granting the indemnifying party the option to solely control the defense (including the right to use its own counsel) and settle the Claim (except that the indemnified party must approve any settlement that requires an affirmative obligation of the indemnified party), and (iii) providing reasonable cooperation to the indemnifying party and assistance in the Claim’s defense or settlement.