Terms of Service

FINTARY, INC. TERMS OF SERVICE

THESE TERMS OF SERVICE (“TERMS”) GOVERN THE PURCHASE OF SUBSCRIPTIONS TO FINTARY, INC. (“FINTARY”) SERVICES BY THE ENTITY SPECIFIED IN THE APPLICABLE SERVICE ORDER (“CUSTOMER”). BY EXECUTING A SERVICE ORDER THAT INCORPORATES THESE TERMS (COLLECTIVELY, SUCH SERVICE ORDER AND THESE TERMS SHALL BE REFERRED TO HEREIN AS THE “AGREEMENT”), THE INDIVIDUAL EXECUTING ON BEHALF OF CUSTOMER REPRESENTS THAT SHE OR HE HAS THE AUTHORITY TO BIND CUSTOMER, AND AGREES ON BEHALF OF THE CUSTOMER TO THE TERMS AND CONDITIONS OF THE AGREEMENT.

IF THE INDIVIDUAL EXECUTING THE SERVICE ORDER DOES NOT HAVE AUTHORITY TO BIND CUSTOMER, OR DOES NOT AGREE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT, SUCH INDIVIDUAL MUST NOT EXECUTE THE SERVICE ORDER AND NEITHER CUSTOMER NOR ITS PERSONNEL MAY ACCESS OR USE THE SERVICES. CAPITALIZED TERMS NOT DEFINED IN THE BODY OF THE AGREEMENT WILL HAVE THE MEANINGS SET FORTH IN SECTION 22 (DEFINITIONS) OF THESE TERMS.

These Terms were last updated on and are effective as of July 1, 2026.

1. Subscriptions to Fintary Services.

Fintary, Inc. (“Fintary”) offers its customers rights to purchase Subscriptions to access and use the Service(s) specified on the applicable Service Order(s), in the form provided by Fintary, and Fintary is willing to grant the Subscription rights set forth herein, subject to and conditioned upon Customer’s compliance with the terms and conditions of this Agreement.

2. Scope of Agreement.

2.1. Terms and Conditions. This Agreement sets forth the terms and conditions under which Customer may access and use the Service(s) specified on the applicable Service Order(s), in the form provided by Fintary, for the applicable Fees and during the Term specified in such Service Order(s).

2.2. Order of Precedence. In the event of any conflict or inconsistency between the terms and conditions of these Terms and the terms and conditions of:

(a) the applicable Service Order, the terms and conditions of the applicable Service Order shall govern, and the conflicting or inconsistent provision(s) in these Terms will have no force or effect with respect to such Service Order; and

(b) the attached Exhibit, the terms and conditions of the attached Exhibit shall govern, and the conflicting or inconsistent provision(s) in these Terms will have no force or effect.

3. Services.

3.1. License Grant. Subject to and conditioned upon Customer’s compliance with the terms and conditions of the Agreement, including payment of all applicable Fees, Fintary grants Customer a limited, non-exclusive, non-transferable, non-sublicensable Subscription license during the Term to designate and permit Authorized Users to access and use Customer’s instance of the Services specified in the applicable Service Order solely for Customer's internal business operations in accordance with such Service Order and Fintary’s then-current Documentation.

3.2. Payment Functionality and Transaction Disclaimers; Payment Initiation. The Services may enable Customer to create, initiate, or schedule payments or transfers (each, a “Transaction”). Fintary: (a) is not a bank, financial institution, or money transmitter; (b) does not hold, own, or control Customer funds at any time; and (c) relies on Third Party payment processors and financial institutions to execute Transactions, each subject to such Third Party’s own terms and conditions. Customer acknowledges that Fintary's role is limited to providing technology to facilitate such Transactions.

3.3. Processing Time Requirements. Following each substantial Customer Data upload to the Services, Fintary requires a minimum of two (2) Business Days to process, reconcile, and review such Customer Data (“Minimum Processing Period”) before Customer may rely on certain data elements or metrics in Fintary’s Dashboards, Reports or other Service outputs, including revenue reporting and payout calculations, especially for closing Customer’s books or making material business decisions. Customer acknowledges that: (i) such Minimum Processing Period will only be applicable following Fintary’s notification to Customer (with Email Notice sufficient) that Fintary’s go live procedures associated with such Service Order are substantially completed (“Go Live”), (ii) any Customer reliance upon Dashboards, Reports or other Service outputs before completion of both the applicable Go Live and the Minimum Processing Period may, and likely will, result in incomplete or inaccurate data, (iii) Customer is encouraged to confirm with Fintary before closing its books or making material business decisions that neither Go Live nor Minimum Processing Period risks are applicable.

3.4. Verification of Payees; No Liability. Customer is solely responsible for (a) verifying the identity, bank account details, licensing status, and proper authorization of every intended recipient; and (b) ensuring that each Transaction is accurate, properly authorized, and lawful. FINTARY DOES NOT VERIFY THE IDENTITY, LICENSING STATUS, AUTHORIZATION, OR LEGITIMACY OF ANY RECIPIENT AND SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY TRANSACTION THAT IS MISDIRECTED, FRAUDULENT, UNAUTHORIZED, MADE TO AN INCORRECT RECIPIENT, MADE TO AN UNLICENSED OR IMPROPERLY LICENSED RECIPIENT, OR OTHERWISE IMPROPER. Customer acknowledges and agrees that once a Transaction is initiated, it may not be possible to cancel or reverse it, and Fintary shall have no obligation to assist in recovering or redirecting misdirected funds.

3.5. Compliance. Customer must comply with all Applicable Laws governing payments, including anti‑money‑laundering obligations, “know your customer” requirements, and state money‑transmission regulations, and must not use the Services to facilitate illegal Transactions.

3.6. Account Access, Credentials and Users.

3.6.1. Fintary will provide Customer with an Account and Credentials for the applicable Service(s). Customer agrees not to share its Credentials with anyone other than its Authorized Users, not to let anyone other than its Authorized Users access its Account, and not to do anything else that might jeopardize the security or confidentiality of its Account or Credentials.

3.6.2. Customer agrees to notify Fintary promptly if:

(a) its Credentials are lost, stolen, or disclosed to any unauthorized Third Party,

(b) there is any unauthorized access to or use of its Account; or

(c) it learns of any other breach of security in relation to any Fintary Materials. Customer is solely responsible and liable for all activities that occur through the use of its Account, and all acts and omissions of users of its Account.

3.7. Proprietary Rights.

3.7.1. Fintary and its Third Party licensors, as applicable, own and will retain all right, title and interest in and to Intellectual Property Rights in the Service(s) and all other Fintary Materials and other technology used to deliver the Service(s), whether such rights are registered or unregistered, present or future, and wherever in the world those rights may exist (“Fintary Rights”). Neither Fintary nor its Third Party licensors, as applicable, intends to grant, and neither Fintary nor its Third Party licensors, as applicable, does actually grant in connection with this Agreement any license or other right that is not expressly stated in this Agreement with respect to any Intellectual Property Rights licensed by Fintary or such Third Party licensor, whether by implication, statute, inducement, estoppel or otherwise. Customer shall not commit any act or omission, or permit or induce its Affiliates or any Third Party to commit any act or omission, inconsistent with the Fintary Rights.

3.7.2. All materials embodied in, or comprising, the Fintary Materials, including application programming and visual interfaces, graphics, images, code, applications, and text, as well as the design, structure, selection, coordination, expression, “look and feel,” arrangement of such Fintary Materials, as well as the associated Fintary Marks, are owned by Fintary or its Third Party licensors. Title to Fintary Materials shall not pass from Fintary to Customer, and, as between Customer and Fintary, Fintary Materials shall at all times remain the sole and exclusive property of Fintary.

3.7.3. Other than as set forth expressly herein, there are no other rights or licenses granted in connection with the Fintary Materials. All Fintary Rights are expressly reserved by Fintary and its Third Party licensors, as applicable.

3.8. Restrictions. Customer will not, and will not permit or induce its Affiliates or any Third Party to:

(a) access or use any Fintary Materials in a manner not expressly authorized under this Agreement;

(b) attempt to breach, disable or circumvent any security mechanisms used by or on Fintary Materials or otherwise attempt to gain unauthorized access to any portion or feature of any Fintary Materials by any means, including hacking or password “mining;”

(c) decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code, underlying ideas or algorithms of any Fintary Materials;

(d) copy, alter, translate, adapt in any way, or otherwise make Modifications to, Fintary Materials without first obtaining Fintary’s prior express written consent;

(e) offer, rent, lend, lease, network, loan, pledge, encumber, sublicense, sell, distribute, disclose, assign or otherwise transfer rights in or to any Fintary Materials;

(f) fail to cooperate with Fintary regarding – or otherwise cause unreasonable delay in connection with – applicable Service(s) integration(s) and/or other go live requirements;

(g) use any Fintary Materials in commercial timesharing, rental or other sharing arrangements;

(h) use any “deep-link,” “page-scrape,” “robot,” “spider” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of any Fintary Materials;

(i) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of any Fintary Materials, or with any Third Party’s use of any Fintary Materials;

(j) use any Fintary Materials for any illegal purpose, for soliciting the performance of any illegal activity, or as otherwise prohibited by this Agreement or Applicable Laws;

(k) send, upload or transmit Malicious Content to, through, or in connection with any Fintary Materials; or

(l) fail to notify Fintary promptly if Customer becomes aware that any Fintary Materials are being used by Customer, its Affiliates or any Third Party for any unauthorized purpose, or in violation of Applicable Laws.

4. Customer Responsibilities, Customer Data, and Feedback.

4.1. Customer Responsibilities. As between Customer and Fintary, Customer is responsible for:

(a) obtaining, provisioning, configuring, securing, maintaining and paying for all computer hardware, software, and communications equipment reasonably required to access and use Fintary Materials governed by this Agreement;

(b) ensuring that its Personnel abide by all Applicable Laws;

(c) ensuring that the websites, applications, platforms and other online services of Customer and of any Third Party under Customer’s control or operating on Customer’s behalf are compliant with all Applicable Laws; and

(d) Customer Data.

4.2. Customer Data.

4.2.1. As between Customer and Fintary, Customer retains all right (other than the limited license rights expressly granted herein), title and interest in, and is responsible for the accuracy and quality of all Customer Data. Customer is also responsible for ensuring that its collection, use, processing, and disclosure of Customer Data complies with all Applicable Laws.

4.2.2. Customer hereby:

(a) agrees that Fintary may use Customer Data for purposes of providing the Services, including to provide any associated Reports to Customer and its Authorized Users;

(b) grants Fintary and its Third Party service providers the limited right and license, during the applicable Term, to use, reproduce, store, transmit, modify, adapt, reformat, display and create derivative works of Customer Data to provide the applicable Service(s) to Customer and its Authorized Users, and for Fintary’s legitimate internal business purposes, including maintaining and improving the Services, training artificial intelligence and machine learning models to enhance Services functionality and automation, and understanding overall market trends and usage patterns across Fintary’s customer base; and

(c) authorizes Fintary, in its reasonable discretion, to hash, encrypt, pseudonymize, De- identify, desensitize, delete, and/or anonymize Customer Data where Fintary believes in good faith that such actions are required by Applicable Laws.

4.3. Permitted Uses of Aggregated Data.

4.3.1. Customer hereby grants Fintary a non-exclusive, irrevocable (except upon termination of the Agreement for Fintary’s uncured material breach), royalty-free, worldwide, fully sublicensable (through multiple tiers), transferable license to use, reproduce, distribute, modify, create derivative works of, and otherwise exploit Aggregated Data for the following purposes:

(a) training, validating, testing, and improving machine learning models, including large language models and recommendation algorithms;

(b) enhancing the accuracy, performance, scalability, reliability, and security of the Services;

(d) conducting any other internal research and development activities that are reasonably aligned with Fintary’s business objectives.

(e) marketing, promoting, benchmarking, and demonstrating the value, outcomes, and performance of the Services, provided that any external use under this subsection (e) relies solely on Aggregated Data and does not identify Customer, any individual, or any specific Customer client.

4.4. De-identification and Safeguards.

4.4.1. Fintary shall implement and maintain administrative, technical, and physical safeguards consistent with prevailing industry standards and Applicable Laws to (a) ensure the confidentiality, integrity, and availability of Customer Data; (b) effectuate the De-identification of Customer Data prior to its use for any purpose under Section 4.3; and (c) prevent the unauthorized re-identification or misuse of any De-identified or Aggregated Data.

4.4.2. Fintary shall not attempt, and shall contractually prohibit its Personnel and subprocessors from attempting, to re-identify any Aggregated Data or to associate it with any identifiable individual, Customer, or Customer client.

4.5. Feedback. Customer hereby grants Fintary a non-exclusive, royalty-free, worldwide, transferable, sub-licensable (through multiple tiers of sub-licensees), irrevocable, perpetual license to Feedback received pursuant to this Agreement, including the right to use such Feedback in connection with, or incorporate it into, Fintary Materials.

5. Term, Termination, and Suspension.

5.1. Term.

5.1.1. This Agreement shall commence on the Effective Date and shall continue for the Initial Period specified on the applicable Service Order (but if no period is specified, then for one (1) year), and then for successive renewal periods of equal duration, or for any other period of time if specified expressly in the Service Order (each a “Renewal Period”), unless earlier terminated in accordance with this Agreement.

5.1.2. Either Party shall be entitled to terminate this Agreement:

(a) during the Initial Period or a Renewal Period, provided it gives Legal Notice of such termination on or before the thirtieth (30th) day prior to and inclusive of the last date of the Initial Period or applicable Renewal Period, in which case this Agreement will terminate at the end of the Initial Period or applicable Renewal Period.

5.2. Termination.

5.2.1. Either Party may, but is under no obligation to, terminate this Agreement immediately by giving Legal Notice to the other Party in the event that:

(a) the other Party materially breaches this Agreement and does not remedy such breach within thirty (30) calendar days following the breaching Party’s receipt of a Legal Notice requiring remedy of such breach; or

(b) an order is made or resolution passed for the other Party to be wound up (other than for the purposes of a business reorganization or other solvent restructuring); the other Party is otherwise an insolvent entity or unable to pay its debts; the other Party makes an assignment for the benefit of creditors or an arrangement pursuant to any insolvency law; the other Party discontinues or dissolves its business; or a trustee, receiver, examiner or administrator is appointed in respect of the insolvency of the other Party.

5.3. Effects of Termination.

5.3.1. Upon the termination of this Agreement for any reason:

(a) Customer shall cease access to and use of Fintary Materials immediately;

(b) Fintary’s obligations to provide access to and use of Fintary Materials shall cease immediately; and

(c) Customer shall pay to Fintary the full amount of any outstanding Fees due and payable hereunder within five (5) calendar days following such termination.

5.3.2. For avoidance of doubt, no refunds will be due to Customer in the event of a termination of this Agreement unless expressly stated otherwise in this Agreement.

5.3.3. Notwithstanding the foregoing, the following Terms shall survive the termination of this Agreement, together with any other terms which by their nature are reasonably intended to survive such termination: Sections 2.2 (Order of Precedence), 3.2 (Account Access, Credentials and Users) (last sentence only), 3.3.1 – 3.3.3 (Proprietary Rights), 3.4 (Restrictions), 4 (Customer Responsibilities; Customer Data; and Feedback), 5.3 (Effects of Termination), 6 (Fees, solely until all Fees and/or Taxes due and payable are paid), 7 (Representations and Warranties; and Disclaimers of Warranties), 8 (Indemnification), 9 (Limitation of Liability), 10 (Confidentiality and Publicity), 12 (Export), 13 (Governing Law and Jurisdiction), 14 (Notices), 15 (Force Majeure), 16 (Permitted Affiliates), 17 (Assignment), 18 (Amendments), 19 (Waiver and Severability), 20 (Independent Contractors), 21 (No Third Party Beneficiaries), 22 (Definitions and Interpretation), and 23 (Entire Agreement).

5.4. Suspension.

5.4.1. Fintary Materials may be unavailable at certain times, including during Force Majeure Events. Fintary will use commercially reasonable efforts to provide information regarding any such interruptions and the restoration of use of, and access to, Fintary Materials following any such interruption, as per the service levels set forth in Exhibit A hereto.

5.4.2. Fintary reserves the right to suspend or terminate Customer’s access to Fintary Materials if Fintary reasonably determines that:

(a) there is a threat or attack on such Fintary Materials (including a denial of service attack) or other event that may create a risk to Fintary Materials, Fintary, Customer, or any Third Party;

(b) Customer’s or its Authorized Users’ use of Fintary Materials disrupts or poses a security risk to Fintary Materials, Fintary or any Third Party, may harm Fintary’s systems, or may subject Fintary or any Third Party to liability;

(d) Customer or any of its Authorized Users are using Fintary Materials in breach of this Agreement, including any breach of Section 3.4 (Restrictions) of these Terms; or

(e) Customer is in default of its Fee payment obligations hereunder, (collectively, “Service Suspensions”).

5.4.3. Fintary will make commercially reasonable efforts, circumstances permitting, to provide Email Notice to Customer of any Service Suspension, and to provide updates regarding resumption of Customer’s access to Fintary Materials following any Service Suspension. For avoidance of doubt, any Service Suspension pursuant to Sections 5.4.2(b) – 5.4.2(e) shall not relieve Customer of its obligation to pay all Fees that would otherwise be applicable to such period of Service Suspension.

6. Fees and Payment Terms.

6.1. Fees.

6.1.1. Unless otherwise specified in the applicable Service Order, all Fees are:

(a) payable in United States dollars, and

(b) exclusive of all Taxes now or hereafter levied against the provision of access to or use of Fintary Materials.

6.1.2. Taxes will be invoiced and collected by Fintary if and to the extent required by any applicable taxing jurisdiction and Customer will bear ultimate financial responsibility for the payment of any such Taxes.

6.1.3. Fintary will invoice Customer as specified in a Service Order and Customer shall pay all invoices within fifteen (15) days of receipt. Without limiting any other remedies, payments not reasonably in dispute that are received later than fifteen (15) days after the invoice due date will accrue late charges at a rate of one and one quarter percent (1.25%) per month or the maximum rate permitted by Applicable Laws, whichever is less, until such amount is paid; and, under such circumstances, Customer will also be liable for all collection agency fees and reasonable attorneys’ fees and costs payable by Fintary or its Affiliates in connection with enforcing Customer’s payment obligations, initiating any legal and/or arbitration proceedings, and/or enforcing any orders, awards, or judgments for the recovery of monies determined to be owed to Fintary.

6.1.4. Except as otherwise mutually agreed upon by the Parties in writing or as stated expressly herein:

(a) each Party is responsible for its own expenses under this Agreement, and

(b) all Fees payable under this Agreement are non-refundable.

6.1.5. Automatic Renewal Increase. At the start of each Renewal Period, the recurring Subscription Fees for the renewing Service(s) will increase automatically by the greater of (a) five percent (5%) or (b) the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U, U.S. City Average, all items, not seasonally adjusted, as published by the U.S. Bureau of Labor Statistics) over the most recent available trailing twelve (12) month period. This increase is a minimum and does not limit Fintary’s right under Section 6.2 to set custom Fees for a Renewal Period. Fintary will state the renewing Subscription Fees on the applicable invoice or renewal notice.

6.2. Changes to Fees. Fintary may change its Fees and payment terms at its discretion, and will provide prior Email Notice to Customer of any such changes; provided, however, that such changes will not take effect for Customer until the start of the next Renewal Period.

6.3. Failures to Pay Fees when Due.

6.3.1. Notwithstanding anything to the contrary in this Agreement, if any Fees become more than thirty (30) days overdue, and are not reasonably in dispute, under this Agreement, Fintary shall have the right, in addition to any other remedies available to it, to initiate litigation in a court of competent jurisdiction to recover such Fees, plus interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until paid in full.

6.3.2. The Parties hereby agree to waive any and all rights to a jury trial for any Fee-recovery litigation under this Section 6.3.

6.3.3. In any Fee-recovery litigation pursuant to this Section 6.3, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, court costs, and other litigation expenses, including expert witness fees and costs of investigation, from the non-prevailing Party.

7. Representations and Warranties; and Disclaimers of Warranties.

7.1. Representations and Warranties.

7.1.1. Each Party represents and warrants to the other Party that it has:

(a) the full power and authority to enter into, and carry out its obligations under, this Agreement;

(b) complied, is currently in compliance, and will in the future comply, with all Applicable Laws in connection with the execution, delivery and performance of this Agreement, including Applicable Laws relating to data protection and privacy; and

7.1.2. Customer represents and warrants to Fintary that:

(a) it will not engage in any illegal or fraudulent business practices in connection with its access to and use of Fintary Materials;

(b) this Agreement does not conflict with or violate any other agreement that Customer may have with any Third Party;

(c) it will make commercially reasonable efforts to ensure that Customer Data provided hereunder will be kept true, accurate and complete, in all material respects;

(d) it is not engaged in, and will not in the future engage in, activity designed to produce IVT;

(e) it is not in breach of, and will not breach, Section 3.4 (Restrictions) of these Terms; and

(f) it will use commercially reasonable efforts to prevent any Malicious Content from being introduced into Fintary Materials.

7.2. DISCLAIMERS OF WARRANTIES.

7.2.1. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT:

(a) FINTARY MATERIALS ARE PROVIDED TO CUSTOMER ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS, WITH ANY AND ALL FAULTS, AND WITHOUT ANY WARRANTY OF ANY KIND TO CUSTOMER OR ANY THIRD PARTY; AND

(b) FINTARY, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS, EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ARISING FROM COURSE OF DEALING, PERFORMANCE OR USAGE.

7.2.2. FINTARY DOES NOT WARRANT THAT FINTARY MATERIALS WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE OPERATION OF FINTARY MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN FINTARY MATERIALS WILL BE CORRECTED.

7.2.3. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FINTARY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A REPRESENTATION OR WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES PROVIDED HEREIN.

7.2.4. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH AN EVENT, FINTARY’S WARRANTIES AND CONDITIONS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAWS IN SUCH JURISDICTION.

8. Indemnification.

8.1. By Customer. Customer shall defend Fintary, its Affiliates and its and their respective directors, officers and employees (collectively, the “Fintary Indemnitees”) against any Third Party claims, actions, demands, proceedings and suits against any Fintary Indemnitee (“Fintary Indemnitee Claims”), and indemnify the Fintary Indemnitees for all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by such Fintary Indemnitees arising out of any Fintary Indemnitee Claims, to the extent such Fintary Indemnitee Claims allege: (i) that Customer Data or its use by Fintary in the provision of Services and other Fintary Materials hereunder infringes, violates or misappropriates any Third Party’s Intellectual Property Rights, privacy rights, rights of publicity or other similar rights; (ii) Customer’s violation of Applicable Laws in connection with this Agreement; (iii) Customer’s or Customer’s Personnel’s gross negligence, willful misconduct, fraud or misrepresentation; or (iv) Customer’s breach of any representation or warranty made herein. Fintary will use reasonable commercial efforts to:

(a) promptly notify Customer in writing of the Fintary Indemnitee Claim;

(b) grant Customer sole control of the defense and settlement of the Fintary Indemnitee Claim; and

(c) provide Customer, at Customer’s reasonable cost and expense, with all assistance, information and authority reasonably required for the defense and settlement of the Fintary Indemnitee Claim.

Customer will not enter into a settlement of any Fintary Indemnitee Claim that would result in liability to, or adversely affect the rights of, Fintary without Fintary’s prior written consent, which Fintary shall not delay or withhold unreasonably.

8.2. By Fintary. Fintary shall defend Customer and its directors, officers and employees (collectively, the “Customer Indemnitees”) against any Third Party claims, actions, demands, proceedings and suits against any Customer Indemnitee (“Customer Indemnitee Claims”) and indemnify Customer Indemnitees for all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by such Customer Indemnitees arising out of any Customer Indemnitee Claims, to the extent such Customer Indemnitee Claims allege that Fintary Materials infringe or misappropriate any U.S. patent issued prior to the Effective Date, copyright, or trade secret. Customer will:

(a) promptly notify Fintary in writing of the Customer Indemnitee Claim;

(b) grant Fintary sole control of the defense and settlement of the Customer Indemnitee Claim; and

(c) provide Fintary, at Fintary’s reasonable cost and expense, with all assistance, information and authority reasonably required for the defense and settlement of the Customer Indemnitee Claim.

Fintary will not enter into a settlement of any Customer Indemnitee Claim that would result in liability to, or adversely affect the rights of, Customer without Customer’s prior written consent, which Customer shall not delay or withhold unreasonably.

8.3. Exceptions. Fintary’s obligations in Section 8.2 (By Fintary) of these Terms do not apply to any Customer Indemnitee Claim arising from use of Fintary Materials by Customer:

(a) beyond the scope of licenses granted in this Agreement;

(b) in breach of Section 3.4 (Restrictions) of these Terms;

(d) after release of a superseding, non-infringing version by Fintary or any other mitigation remedies provided by Fintary pursuant to Section 8.4 (Mitigation) below; or

(e) with any technology, software or hardware not supplied by Fintary, if such alleged infringement would be avoided by use of Fintary Materials without such technology, software or hardware.

8.4. Mitigation.

8.4.1. If a Customer Indemnitee Claim occurs that is subject to Section 8.2 (By Fintary) and not subject to the exceptions in Section 8.3 (Exceptions), or if Fintary determines that a Customer Indemnitee Claim is likely to occur, Fintary may, in its sole discretion:

(a) procure for Customer the right or license to continue to use Fintary Materials, free of the Customer Indemnitee Claim; or

(b) replace or modify the affected Fintary Materials to make them non-infringing, provided that the replacement Fintary Materials substantially conform to Fintary's then-current specification for such Fintary Materials.

8.4.2. If these remedies are not reasonably available in Fintary’s opinion, Fintary may elect to terminate this Agreement, or the applicable portion thereof, in which case Customer shall be entitled to a pro rata refund of applicable Fees already prepaid to Fintary for the then-current Initial Period or Renewal Period, as applicable.

8.5. Exclusive Remedy. Sections 8.2 through 8.4 of these Terms state the sole and exclusive obligations and liability of Fintary for any Third Party Intellectual Property Rights infringement and are in lieu of any warranties of non-infringement.

9. Limitation of Liability.

9.1. EXCLUSIONS OF LIABILITY. EXCEPT FOR CUSTOMER’S: (I) INDEMNIFICATION OBLIGATIONS, (II) BREACHES OF SECTIONS 3 OR 10 OF THESE TERMS, OR (III) LIABILITY TO PAY ALL FEES DUE UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE HEREUNDER, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR RELIANCE DAMAGES, INCLUDING ANY COSTS OF PROCUREMENT OF SUBSTITUTE DELIVERABLES OR OTHER PRODUCTS OR SERVICES AND ANY LOST DATA, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE AND LOST PROFITS OR GOODWILL, ARISING FROM OR RELATING TO THIS AGREEMENT OR FINTARY MATERIALS, REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED AND EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF, OR COULD REASONABLY HAVE PREVENTED, SUCH DAMAGES. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS. FURTHERMORE, NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY DAMAGES ASSOCIATED WITH THE FRAUD, WILLFUL MISCONDUCT OR OTHER INTENTIONAL ILLEGAL ACTIVITY OF THE OTHER PARTY.

9.2. LIMITATION OF DAMAGES. EXCEPT FOR CUSTOMER’S: (I) INDEMNIFICATION OBLIGATIONS, (II) BREACHES OF SECTIONS 3 OR 10 OF THESE TERMS, OR (III) LIABILITY TO PAY ALL FEES DUE UNDER THIS AGREEMENT, EACH PARTY’S TOTAL CUMULATIVE LIABILITY (WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED AT ANY POINT IN TIME THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO FINTARY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE FOREGOING LIMITATION IN THIS SECTION IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT, AND THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THAT LIMIT.

9.3. ALLOCATION OF RISK. THE SECTIONS OF THIS AGREEMENT THAT ADDRESS INDEMNIFICATION, LIMITATIONS OF DAMAGES AND EXCLUSIONS OF LIABILITY, AND THE DISCLAIMER OF WARRANTIES, ALLOCATE THE RISK BETWEEN THE PARTIES. THIS ALLOCATION OF RISK IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH PARTY ACKNOWLEDGES THAT THESE LIMITATIONS AND EXCLUSIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. Confidentiality and Publicity.

10.1. Confidential Information. Confidential Information may include services, pricing information, computer programs, source code, names and expertise of employees and consultants, know-how, and other technical, business, financial and product or service development information, but does not include any information that the Receiving Party can demonstrate by its written records:

(a) was rightfully known to it without obligation of confidentiality prior to its disclosure hereunder by the Disclosing Party;

(b) is or becomes publicly known through no wrongful act of the Receiving Party;

(c) has been rightfully received without obligation of confidentiality from a Third Party authorized to make such a disclosure; or

(d) is independently developed by the Receiving Party without reference to confidential information disclosed hereunder. Fintary’s Confidential Information includes Fintary Materials, and any other aspect of the business or operations of Fintary, including any information or materials relating to the operations, clients, Personnel, distributors, or marketing plans of Fintary.

10.2. Obligation of Confidentiality.

10.2.1. Neither Party will use any Confidential Information of the other Party except as expressly permitted by this Agreement or as expressly authorized in writing by the Disclosing Party.

10.2.2. The Receiving Party shall use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than a reasonable standard of care.

10.2.3. The Receiving Party may not disclose the Disclosing Party’s Confidential Information to any person or entity other than to those of its Personnel who:

(a) are subject to a written agreement with the Receiving Party that includes use and confidentiality restrictions that are at least as protective as those set forth in this Agreement, and

(b) need access to such Confidential Information solely for the purpose of fulfilling the Receiving Party’s obligations or exercising the Receiving Party’s rights hereunder. Receiving Party will remain responsible for any noncompliance by such Personnel.

10.2.4. The foregoing obligations will not restrict the Receiving Party from disclosing Confidential Information of the Disclosing Party:

(a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Receiving Party required to make such a disclosure gives reasonable notice to the Disclosing Party prior to such disclosure (if reasonably permissible under Applicable Laws); and

(b) on a confidential basis to its legal and financial advisors.

10.2.5. With respect to any Confidential Information disclosed after the Effective Date, the terms of this Agreement supersede any previous non-disclosure agreements or any other preliminary representations or understandings that have been entered into by the Parties. Fintary may disclose the existence and terms of this Agreement to Third Parties in connection with any merger or sale of all or substantially all of Fintary’s assets.

10.3. Publicity.

10.3.1. Customer agrees it will not, without prior written approval of Fintary in each instance:

(a) make any use of Fintary Marks, including in advertising, publicity, promotional materials or otherwise;

(b) make any public statements or issue press releases or similar announcements about this Agreement or Fintary Materials; or

(c) represent, directly or indirectly, that any product or any service provided by Customer has been used, approved or endorsed by Fintary.

10.3.2. Fintary acknowledges that no rights or licenses are being granted to Fintary with respect to any Customer Marks, except that Fintary may:

(a) use Customer Marks in connection with the provision of Services to Customer;

(b) include Customer Marks on its client lists (in equal prominence to other clients); and

(c) identify Customer as a Fintary customer on Fintary’s website, in marketing materials, and in a social media announcement. Any public announcement describing the parties’ relationship beyond such identification will be subject to Customer’s prior approval

11. Data Protection and Security.

11.1. Privacy Policy.

11.1.1. Customer covenants that it shall be solely responsible and liable for: (i) providing all legally required notices to, and obtaining all legally required consents, permissions, and authorizations from, Customer’s and its Permitted Affiliates’ Personnel (including Authorized Users), clients, and end users regarding the collection, use, processing, storage, and transfer of Customer Data by Fintary in connection with the Software and Analytics Services; and (ii) ensuring that all such notices and consents comply with Applicable Laws.

11.1.2. Customer agrees that: (i) it has the right to transfer, or provide access to, the Customer-Furnished Materials to Fintary for receiving, transferring and processing in accordance with this Agreement; (ii) that it has undertaken as required under any Applicable Laws, all such data protection impact assessments and/or security assessments to facilitate the transfer of Customer-Furnished Materials to Fintary and that nothing shall prohibit Fintary from accessing, receiving, storing, using or otherwise processing Customer-Furnished Materials in accordance with this Agreement.

11.1.3. Customer will include on each web page, and/or landing page associated with its application(s) or platform(s), as applicable, a readily accessible privacy policy that includes accurate disclosures concerning the data processing activities undertaken in connection with this Agreement, which complies with Applicable Laws and discloses, at a minimum, a description of the types of data that are collected and processed, including Personal Data.

11.2. Data Protection. Each Party will maintain a comprehensive information security program that includes appropriate administrative, physical, technical, and organizational safeguards designed to: (i) ensure the security, confidentiality, and integrity of Customer Data and Fintary Data, as applicable; (ii) protect against any anticipated threats or hazards to the security, confidentiality, or integrity of such data; (iii) protect against unauthorized access, use, disclosure, alteration, or destruction of such data; and (iv) ensure the proper disposal of such data. Such security program shall comply with Applicable Laws, and industry standards. Fintary will provide reasonable assistance to Customer, including providing relevant documentation and information, to help Customer verify Fintary's compliance with this Section 11.2 and respond to security incidents, data subject requests, and regulatory inquiries.

12. Eligibility; Territory; Export Compliance.

12.1. Fintary’s Services are intended solely for (i) licensed insurance brokerages and agencies operating in the life and annuity, employee benefits, individual health, and/or property and casualty sectors, (ii) that are domiciled in the United States, and (iii) whose Authorized Users are at least eighteen (18) years old.

12.2. Fintary Materials may include technology, software or information that is subject to the customs and export control laws and regulations of the United States. Customer may not use or otherwise export or re-export Fintary Materials except as authorized by Applicable Laws.

12.3. By using Fintary Materials, Customer represents and warrants that: (i) Customer is not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) Customer is not on any U.S. government list of prohibited or restricted parties.

13. Governing Law and Jurisdiction.

13.1. Governing Law. This Agreement and all claims relating to the relationship of the Parties contemplated herein will be construed and interpreted in all respects in accordance with the laws of the State of California, without reference to its choice of law rules.

13.2. Dispute Resolution and Jurisdiction.

13.2.1. In the event that, at any time during the Term of this Agreement, a disagreement, dispute, controversy or claim (other than a claim pursuant to Section 6.3 of these Terms) should arise out of or relating to the interpretation of this Agreement, or performance by a Party under this Agreement, or a breach of this Agreement by a Party, or any claim by a Party that any provision of this Agreement is invalid (each, a “Dispute,” and, collectively, “Disputes”), one Party shall give Email Notice to the other Party that a Dispute exists (or Disputes exist) and the Parties will then attempt in good faith to resolve their differences before resorting to arbitration in accordance with the remainder of this Section 13.2. If the Parties cannot resolve the Dispute(s) within thirty (30) days after such Email Notice, then either Party shall be free to submit the Dispute(s) to binding arbitration in accordance with the remainder of this Section 13.2.

13.2.2. Each Party agrees to resolve any Dispute(s) arising out of or relating to this Agreement through binding arbitration. Any Dispute(s) subject to arbitration pursuant to this Section 13 must be submitted to binding arbitration under the Rules of Arbitration (“Rules”) of the International Chamber of Commerce (“ICC”). The language of the arbitration shall be English.

13.2.3. Such arbitration shall be conducted before a single arbitrator appointed in accordance with and administered by the ICC pursuant to the Rules. The arbitrator will be bound by and will strictly enforce this Agreement, including any limitations and exclusions of liability contained herein, and may not limit, expand or otherwise modify any of the provisions of the foregoing.

13.2.4. Any arbitration will be held in San Francisco, California, unless otherwise agreed upon by the Parties in writing.

13.2.5. Each Party will bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator shall award the prevailing party its reasonable attorney’s fees and costs, and the arbitrator shall award the applicable Party any attorney’s fees and costs to which it may be entitled to under Section 8 of these Terms in connection with an indemnification claim.

13.3. Equitable Relief. Notwithstanding anything in this Agreement to the contrary, each Party may seek injunctive or other equitable relief, in addition to other remedies afforded by law, in any court of competent jurisdiction to protect any actual or threatened misappropriation or infringement of its Intellectual Property Rights or those of its licensors, and each Party hereby submits to the jurisdiction of such courts and waives any objection thereto on the basis of improper venue, inconvenience of the forum or any other grounds. Customer acknowledges and agrees that any breach of the license restrictions or other infringement or misappropriation of Fintary Rights may result in immediate and irreparable damage to Fintary or its Third Party licensors for which there may be no adequate remedy at law, and Fintary shall be entitled to seek immediate injunctive relief without the requirement of posting a bond, in addition to any other remedies available at law or in equity.

14. Notices.

14.1. All Legal Notices required or permitted to be given by a Party must be in writing and sent by commercial delivery service or certified mail, return receipt requested and shall be deemed to have been given on the date set forth in the records of the delivery service or on the return receipt.

14.2. Email Notices will be deemed to have been given upon receipt of the email (regardless of whether the email is opened).

15. Force Majeure.

Neither Party will be liable for any failure or delay in performing any obligation (except the requirement to pay Fees and comply with confidentiality obligations) to the extent such failure or delay is attributable to a Force Majeure Event. The affected Party shall promptly notify the other Party of the Force Majeure Event and use commercially reasonable efforts to minimize the impact of such Force Majeure Event.

16. Permitted Affiliates.

Unless expressly set out in the applicable Service Order, and notwithstanding anything else in this Agreement to the contrary, no Affiliates of Customer shall be entitled to enjoy the benefit of this Agreement, whether accessing or using the Services and/or as sub-licensees of the other Fintary Materials provided pursuant to this Agreement or otherwise, other than to the extent that such Affiliate is a Permitted Affiliate. Customer shall remain responsible and liable for the acts and omissions of any Permitted Affiliates in respect of this Agreement and shall absolutely, unconditionally and irrevocably guarantee such Permitted Affiliate’s performance and discharge of its obligations with the terms of this Agreement. Customer’s obligations shall be independent of its Permitted Affiliate’s obligations and separate actions may be brought against Customer. As guarantor, Customer authorizes amendments to and waivers of provisions of this Agreement without affecting its guarantee. Customer waives any right to require Fintary to pursue any other remedy before enforcing Customer’s guarantee. Customer’s guarantee shall not be affected by (i) any disability or defense of its Permitted Affiliate, (ii) the cessation for any reason of its Permitted Affiliate’s liability under this Agreement, (iii) the impairment or loss of Customer’s reimbursement, subrogation or similar rights against its Permitted Affiliate, (iv) any law providing that a guarantor's obligations to a lender may not be greater than the obligations of the principal debtor whose obligations are guaranteed, and (v) any law providing that a guarantor is released from liability for guaranteed obligations to the extent that the principal debtor is not liable for such obligations. Where a Permitted Affiliate ceases to be an Affiliate of the Customer, any rights of such Permitted Affiliate to enjoy the benefit of this Agreement shall also cease.

17. Assignment.

17.1. Customer may not assign any rights or delegate any obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Fintary (which will not be withheld or delayed unreasonably).

17.2. Fintary may assign this Agreement to any party upon Email Notice to Customer. Subject to Section 17.1 of these Terms, this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto.

18. Amendments.

Except as otherwise specified in this Agreement, the terms of this Agreement may be amended or supplemented only by a written and executed amendment that refers explicitly to this Agreement and that is signed by the authorized representatives of both Parties.

19. Waiver and Severability.

19.1. Neither Party’s acts or omissions shall constitute a waiver of any provision herein or affect that Party’s ability to enforce such right in the future, unless such waiver is in writing and signed by an authorized representative of the Party.

19.2. If any term of this Agreement is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force.

20. Independent Contractors.

The Parties are independent contractors, and nothing contained herein shall be construed as creating an agency, partnership, employee/employer relationship, or joint venture between the Parties. Accordingly, neither Party will have the authority, either express or implied, to make any contract, commitment or representation, or incur any debt or obligation on behalf of the other Party.

21. No Third Party Beneficiaries.

This Agreement shall not be interpreted or construed to confer any rights or remedies on any Third Parties.

22. Definitions and Interpretation.

22.1. The following capitalized terms, when used in this Agreement, will have the corresponding meanings provided below.

(a) “Account” means Customer’s account and the associated Credentials required in order for Authorized Users to access and use the Service(s) specified in the applicable Service Order(s).

(b) “Affiliate” means any entity that directly or indirectly (through one or more intermediaries) Controls, is Controlled by, or is under common Control with Fintary or Customer, as applicable.

(a) “Aggregated Data” means Customer Data that has been (i) De-identified such that it does not identify and cannot reasonably be used to identify Customer, any individual, or any specific Customer client or user; and (ii) combined with other data such that the resulting data sets are presented in summary, statistical, or aggregate form and do not reveal any individual-level or Customer-specific information.

(c) “Analytics Data” means data sets generated by utilization of the Processing Software upon Customer Materials, Fintary Data and Third Party Data, as applicable.

(d) “Applicable Laws” means all applicable national, state, provincial and/or local laws, regulations, rules, ordinances and other decrees of any governmental authority.

(e) “Authorized Users” means Customer’s Personnel who have been issued Credentials to access and use the applicable Service(s) in accordance with this Agreement.

(f) “Business Day” means any day other than a Saturday, Sunday, or U.S. federal holiday, during which Fintary’s operations are open for business in the United States.

(g) “Business Hours” means the period from 9:00 a.m. to 6:00 p.m., Pacific Time, on a Business Day.

(h) “Customer” means the legal entity listed on the Service Order.

(i) “Customer Data” means any data that Fintary receives from Customer, Customer’s systems, a Customer Affiliate, a Customer Affiliate’s systems, or any Third Party’s systems under Customer’s control or direction, in connection with this Agreement.

(j) “Customer-Furnished Materials” means all Customer Data, content, documentation, information, materials, instructions, configurations, or other inputs that Fintary receives from Customer, Customer’s systems, a Customer Affiliate, a Customer Affiliate’s systems, or any Third Party’s systems under Customer’s control or direction in connection with this Agreement, whether directly or indirectly, and in any form (including written, electronic, or oral), for purposes of onboarding, implementing, accessing, or using the Services, including: (a) commission, compensation, and override data, including commission schedules, payout hierarchies, carrier-specific grids, and historical payment records related to insurance producers, brokers, or agencies, as managed across any line of business (including Life & Annuity, Employee Benefits, Individual Health, and Property & Casualty); (b) Personnel and producer information, including the names, contact information, roles, licenses, agency affiliations, appointment statuses, and compensation attributes of insurance producers or other relevant Personnel associated with Customer or its downline entities; (c) policy and book-of-business data, including policyholder records, coverage types, carrier metadata, effective dates, renewal information, premium amounts, and other transactional or administrative data related to insurance products managed by Customer; (d) business logic, operational workflows, and financial rules, including Customer-specific methodologies for calculating commissions, retention rates, customer lifetime value, and related key performance indicators (KPIs); (e) data models, schemas, categorization frameworks, and mappings currently used by Customer in its internal systems (e.g., spreadsheets, agency management systems, CRMs), including custom hierarchies, producer roles, policy types, or reporting structures; (f) Credentials or API access tokens for Third Party platforms or systems (e.g., CRM platforms, agency management systems, accounting tools, payment processors) that Customer authorizes Fintary to access in connection with the provision of Services; (g) Customer Marks, but solely to the extent reasonably necessary for Fintary to provide account configuration, platform customization, or related onboarding services; and (h) any other proprietary, confidential, or client-supplied materials submitted to Fintary by or on behalf of Customer for purposes of enabling Fintary to provide or support the Services.

(k) “Customer Mark” means any name, logo, trademark, service mark, or other distinctive service brand features, owned by Customer.

(l) “Confidential Information” means all information or materials provided or otherwise disclosed by or on behalf of the Disclosing Party to the Receiving Party hereunder, whether orally or in writing, that are designated as confidential or proprietary or that reasonably should be understood to be confidential or proprietary, given the nature of the information disclosed and the circumstances of such disclosure.

(m) “Control” means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interests of the subject entity, or the legal power to direct or cause the direction of the general management of such entity, whether by contract or otherwise.

(n) “Credentials” means any log-in credentials (e.g., usernames and passwords) and any other security information that may be required to access and use the applicable Service(s) or other Fintary Materials in accordance with this Agreement.

(o) “Dashboard” means the then-current Fintary user interface through which Customer may access Customer’s Account, including for viewing and downloading Reports and Analytics Data.

(b) “De-identified” means information that has been processed using industry-standard technical and organizational measures to remove direct and indirect identifiers and to prevent re-identification, such that the information is not reasonably linkable to any specific individual, household, or Customer, whether by Fintary or any Third Party.

(p) “Disclosing Party” means the Party that provides Confidential Information to the Receiving Party (or on behalf of which Confidential Information is provided) in connection with this Agreement.

(q) “Documentation” means any of Fintary’s proprietary documentation made available to or accessible by Customer in connection with access to and use of the Service(s) specified on the applicable Service Order(s).

(r) “Email Notice” means: (i) in the case of notice from Customer to Fintary, emails to the email address of the Fintary Primary Contact specified in the applicable Service Order, as well as operations@fintary.com; or (ii) in the case of notice from Fintary to Customer, an email to the email address of the Customer Primary Contact specified in the applicable Service Order, or the email address that Fintary has on file with respect to the applicable Service(s).

(s) “Feedback” means any information, suggestions, ideas, enhancement requests, recommendations, comments and other feedback that Customer or any of Customer’s Personnel may disclose, transmit, provide or offer to Fintary with respect to Fintary Materials.

(t) “Fees” means any amounts due and payable from Customer to Fintary pursuant to the applicable Service Order(s), including Subscription fees and any other fees stated on such Service Order(s).

(u) “Fintary Data” means any data, other than Customer Data, that is generated or received by Fintary hereunder, including usage, log, and performance data.

(v) “Fintary Mark” means any name, logo, trademark, service mark and other distinctive brand features of any Fintary Materials or otherwise owned by Fintary.

(w) “Fintary Materials” means Fintary Data, Services, Dashboards, Reports, Analytics Data, Software and Documentation, and includes Modifications to any of the foregoing.

(x) “Force Majeure Event” means a circumstance whereby a Party’s delay in performing its obligations hereunder is due to causes beyond such Party’s reasonable control, including fire, flood, earthquake, acts of God, acts of war, acts of a public enemy, labor disruptions affecting employers generally, acts of a nation or any state, territory, or other political division, terrorism, riots, civil disorders, pandemics, epidemics, theft, quarantine restrictions, and internet or other service disruptions involving hardware, software or power systems that are not within such Party's possession or reasonable control, including unauthorized network intrusions and denial of service attacks. For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either Party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a Party's financial inability to perform its obligations hereunder.

(y) “Initial Period” means the period of time specified on the applicable Service Order as the initial period.

(z) “Intellectual Property Rights” means any and all patents, copyrights, trademarks, service marks, trade names, domain name rights, trade secret rights and all other intellectual property rights existing now or in the future, internationally.

(aa) “Legal Notice” means written notification to the following addressees: (i) if from Customer to Fintary, then to “Fintary, Inc., Attention: Legal Affairs, 166 Geary St, Floor 1187, San Francisco, CA 94108-5631,” with a copy via Email Notice; or (ii) if from Fintary to Customer, then to the address that Customer has specified in the applicable Service Order, “Attention: Legal Department,” with a copy via Email Notice.

(ab) “Malicious Content” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

(ac) “Modifications” means changes, upgrades, updates, modifications, fixes or enhancements to, or derivative works of, Fintary Materials.

(ad) “Party” means Customer or Fintary, individually, as applicable; and “Parties” means Customer and Fintary, collectively.

(ae) “Permitted Affiliate” means an Affiliate of Customer that has entered into an Affiliate Adoption Agreement with Fintary that entitles such Affiliate to enjoy the benefit of this Agreement, other than as may be expressly modified in such Affiliate Adoption Agreement.

(af) “Personnel” means agents, employees, officers, directors or contractors of a Party who are employed, engaged or appointed by such Party hereunder. For avoidance of doubt, Customer’s Personnel include Authorized Users.

(ag) “Personally-Identifying Information” means Personal Data that reasonably identifies a natural person.

(ah) “Personal Data” means any information that: (i) identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with any particular consumer or household, and (ii) is defined as “personal data,” “personal information,” “personally identifiable information,” or other substantially similar terminology under Applicable Laws.

(ai) “Processing Software” means Fintary software and Modifications thereto that analyze Customer Data, Third Party Data and Fintary Data, as applicable, and generate Reports therefrom.

(aj) “Receiving Party” means the Party that receives Confidential Information from the Disclosing Party in connection with this Agreement.

(ak) “Reports” means Processing Software output, including the organization and presentation structure of such output, which is made available to Customer via the Dashboard(s) or is otherwise transmitted to Customer by Fintary.

(al) “Service” means each Fintary software service identified on the applicable Service Order, including the Fintary-developed or Fintary-procured infrastructure and tools used to deliver, deploy and support such Fintary software service(s).

(am) “Service Order” means: (i) an ordering document executed by Fintary and Customer, under which Customer purchases Subscriptions to one or more Services; or (ii) online forms published by Fintary that have been “accepted” or “agreed to” electronically by an authorized representative of Customer.

(an) “Subscription” means the right to access and use a Service during the applicable Term, subject to and conditioned upon payment of Fees as set forth in the applicable Service Order.

(ao) “Taxes” means any direct or indirect federal, state and/or local sales, use, excise, withholding, stamp or similar taxes and any duties, tariffs, levies and other similar governmental assessments or charges, but excluding income tax assessed against the actual or potential income of Fintary.

(ap) “Term” means the time period specified on the applicable Service Order when the applicable Subscription is in effect, which includes an Initial Period, and one or more Renewal Periods.

(aq) “Third Party” means an entity or person that is neither a Party, nor an Affiliate of a Party.

(ar) “Third Party Data” means data licensed to Fintary by a Third Party for use in connection with Services.

22.2. In this Agreement, unless where otherwise specified:

(a) headings are included for ease of reference only and shall not affect the construction;

(b) a reference to writing or written includes email;

(c) references to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted and their successors and permitted assigns or transferees;

(d) references to any statute, enactment, order, regulation or other legislative instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended, unless specifically indicated otherwise;

(e) any phrase introduced by “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding them;

(f) the words “include,” “including” and “for example,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation;” and

(g) words used herein in the singular, where the context so permits, shall be deemed to include the plural and vice versa. The definitions of words in the singular herein shall apply to such words when used in the plural where the context so permits and vice versa.

23. Entire Agreement.

23.1. In addition to these Terms of Service, your access to, and use of the Services is also governed by the applicable terms found on Company’s website. These include but are not limited to the Privacy Policy, which describes how Company collects, uses, and discloses your personal information and Company’s other applicable standards and policies.

23.2. This Agreement represents the entire agreement between the Parties relating to its subject matter and supersedes all prior and/or contemporaneous representations, discussions, negotiations and agreements, whether written or oral, except to the extent Fintary makes any software or other services available to Customer under separate written terms.

23.3. Fintary shall have the right to, in its sole discretion, update these Terms from time to time by posting updated terms to the Fintary website at the following URL: https://www.fintary.com/terms-of-service and/or providing notice to Customer. Unless otherwise noted by Fintary, the modifications to these Terms will become effective immediately when they are posted on the website. If Fintary has provided such notice to Customer, Customer must notify Fintary of any objection to such modifications within thirty (30) days of such update . If the modifications have a materially adverse effect on Customer's use of the Services and Customer provides timely notice of its objection, the immediately prior version of the Terms shall continue to apply until the end of the then-current Initial Period or Renewal Period, as applicable. Customer's continued use of the Services following any modifications without timely notifying Company of an objection shall constitute Customer’s acceptance of such modifications.

23.4. Each Party acknowledges and agrees that it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty, or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. The terms on any purchase order, confirmation, or similar document submitted by Customer to Fintary will have no effect and are hereby rejected.

23.5. This Agreement may be entered into in one or more counterparts, each of which will be deemed an original, and all of which taken together shall constitute one and the same instrument.

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

Exhibit A - Service Level Agreement

1. Service Levels. Fintary will make commercially reasonable efforts to provide the applicable Services in accordance with the following:

Availability shall be measured on the basis of twenty-four hours per day, seven (7) days per week during each calendar month of the applicable Term, except prior to Go Live or completion of Minimum Processing Periods, or during times of scheduled Service Maintenance or Force Majeure Events.

2. Service Maintenance. Fintary shall use commercially reasonable efforts to notify Customer of any routine maintenance at least five (5) days prior to taking the applicable Service(s) offline for routine scheduled maintenance and shall use commercially reasonable efforts to perform such maintenance at such times as agreed upon by Customer and when user traffic is at its lowest (such period being “Service Maintenance”). In no event will the applicable Service(s) be offline for Service Maintenance more than a total of sixty (60) minutes during Business Hours per calendar month, excluding emergency maintenance required to address security vulnerabilities or maintain system stability.

3. Response Times based upon Severity. Once notified by Customer of an error in the applicable Service(s), Fintary will respond within the following timeframes:

4. Additional Definitions:

(a) “Severity 1 Error” means an error that causes complete unavailability of the applicable Service(s).

(b) “Severity 2 Error” means an error that causes substantial impairment of one or more material features or functionality of the applicable Service(s) for a significant number of users, where no reasonable workaround is available.

(c) “Severity 3 Error” means an error that causes a reduction of the average performance of a particular feature or functionality of the applicable Service(s).

(d) “Level 1” means Service Availability without a Severity 1 Error.

(e) “Level 2” means Service Availability without a Severity 2 Error.

(f) “Level 3” means Service Availability without a Severity 3 Error.

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Fintary, Inc. Terms of Service (effective July 1, 2026)

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Fintary is an AI-powered revenue growth platform that helps insurance organizations streamline commission and financial operations, enabling them to grow their business.

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