Master Services Agreement

Introduction

This ComplyCo Master Services Agreement (“MSA”) is effective as of the effective date of an applicable signed order form ( “Order Form” and such date the “Effective Date”) and is by and between ComplyCo Inc., a Delaware corporation with a place of business at 540 Howard Street, San Francisco, CA 94105 (“ComplyCo”), and the customer set forth on the Order Form (“Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form control. ‍

Section 1. Services

1.1 Services. The “Services” mean the products and services that are ordered by Customer from ComplyCo in an Order Form referencing this MSA. Services exclude any products or services provided by third parties that Customer has connected to the Services. Subject to the terms and conditions of this MSA, ComplyCo will make the Services available to Customer during the Term (as defined in Section 3.1).

1.2 Agency Usage. If Customer is accessing the Services on behalf of Customer’s own customers (each an “Agency End Customer”), (i) Customer is responsible for each Agency End Customer’s acts and omissions, including compliance with the terms of this Agreement; (ii) Customer will not misrepresent or make any inaccurate or fraudulent representations about ComplyCo or the Services to Agency End Customer(s); (iii) Customer will ensure that each Agency End Customer is bound to the terms and conditions of this MSA; and (iv) Customer will notify ComplyCo of each new Agency End Customer by providing their full legal entity name and contact information via email to partners@complyco.com. For purposes of clarification, ComplyCo will provide support services directly to Customer, and Customer is responsible for coordinating with any Agency End Customer(s) around issues requiring support. ComplyCo may request changes to this Section 1.2 from time to time, and Customer agrees to negotiate such provisions in good faith. If Customer and ComplyCo are unable to reach agreement on such changes, ComplyCo may terminate this Agreement and/or any related Order Forms upon notice to Customer, provided that in the event of such termination, ComplyCo will provide a pro rata refund to Customer of any pre-paid and unused Fees.

1.3 Professional Services.

• 1.3.1. ComplyCo may provide configuration, implementation support, integration assistance, or other professional services (“Professional Services”) to Customer during the Term. ComplyCo may use third-party suppliers and subcontractors (collectively, the “Subcontractors”) for performance of the Professional Services, provided that ComplyCo will remain responsible for compliance by any such Subcontractors with the terms of this Agreement and for the acts or omissions of any such Subcontractors to the same extent as ComplyCo would be liable for its own acts or omissions under this Agreement. Customer hereby authorizes ComplyCo to provide access to the Subcontractors in order to enable the provision of the Professional Services.

• 1.3.2. To the extent that ComplyCo and/or the Subcontractors create reports or other works in the course of providing the Professional Services (the “Materials”), Customer may use the Materials in connection with the Services, solely for Customer’s own internal business purposes. As between the parties, ComplyCo owns and will retain ownership in and to the Materials, together with all associated Intellectual Property Rights and modifications or derivative works thereof (excluding any of Customer’s Confidential Information or Customer Materials (as defined below) incorporated into the Materials).

• 1.3.3. Customer agrees to provide ComplyCo and/or the Subcontractors with reasonable information and assistance to facilitate performance of the Professional Services and acknowledges that performance of the Professional Services will be excused until such information and assistance are provided. Customer hereby grants to ComplyCo and/or the Subcontractors a limited right to use any material (excluding Customer Data) provided to ComplyCo and/or the Subcontractors in connection with the Professional Services (the “Customer Materials”) solely for the purpose of performing the Professional Services, or as set forth in this Agreement. As between the parties, Customer owns and will retain ownership in and to the Customer Materials, together with all associated Intellectual Property Rights and modifications or derivative works thereof (excluding any of ComplyCo’s Confidential Information or Materials incorporated into the Customer Materials).

Section 2. Fees and Payment

2.1. Fees. Customer will pay the fees specified in the Order Form (the “Fees”).

2.2. Payment; Taxes. ComplyCo shall invoice Customer for Fees, either within the Services or directly, within thirty (30) days of the Effective Date, the start of the Renewal Term (as defined below), or otherwise as specified in the Order Form. Customer shall pay all invoiced Fees upon receipt of such invoice. In the event of non-payment of Fees by Customer for thirty (30) days after the due date of an invoice, Customer’s access to the Services may be immediately suspended and Customer must pay the entire remaining balance of Fees to regain access to the Services. Fees do not include local, state, or federal taxes or duties of any kind and any such taxes will be assumed and paid by Customer, except for taxes on ComplyCo based on ComplyCo’s income or receipts.

2.3. Price Changes. ComplyCo may change prices for the Services from time to time, in its sole discretion. Any price changes will be effective upon the commencement of Customer’s next Renewal Term; provided, that ComplyCo shall provide Customer with reasonable notice of any such fee increase prior to the expiration of the Term or any Renewal Term.

2.4. Discounts and Promotional Pricing. Prices specified in the Order Form may include discounts or promotional pricing. These discounts or promotional pricing amounts may be temporary and may expire upon the commencement of a Renewal Term, without additional notice. ComplyCo reserves the right to discontinue or modify any promotion, sale or special offer at its sole and reasonable discretion.

Section 3. Term and Termination

3.1. Term and Renewal. This MSA commences on the Effective Date and will remain in effect through the term specified in the Order Form and will renew as specified in the Order Form unless otherwise terminated in accordance with this Section (collectively the “Term”). If the Order Form does not specify, the Term will be one year and will automatically renew for successive one-year periods unless Customer provides ComplyCo with notice of termination at least thirty (30) days prior to the end of the Term (a “Renewal Term”).

3.2. Termination for Cause. A Party may terminate this MSA for cause (a) upon notice to the other Party of a material breach if such breach remains uncured after ten (10) days from the date of the breaching Party’s receipt of such notice; (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (c) immediately by ComplyCo if Customer makes one of the Prohibited Uses below. Non-payment of Fees by Customer for sixty (60) days after issuance of an invoice, and any violation of the Prohibited Uses clause below will be considered material breaches of this MSA.

3.3. Effect of Termination and Survival. Upon termination of an Order Form or this MSA (a) with respect to termination of the entire MSA, all Order Forms will concurrently terminate, (b) Customer will have no further right to use the Services under the terminated or canceled Order Forms and ComplyCo will remove Customer’s access to same, and (c) unless otherwise specified in writing, Customer will not be entitled to any refund of fees paid. The following Sections will survive termination: Section 2 (Fees and Payment), Section 4 (Ownership), Section 5 (Confidentiality), Section 7.3 (Disclaimers), Section 8 (Indemnification), Section 9 (Limitation of Liability), and Section 11 (Miscellaneous). Termination of this MSA will not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this MSA.

Section 4. Ownership, License, Use of the Services, and Data

4.1. Ownership. Each Party will retain all rights, title and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”). ComplyCo will retain Intellectual Property Rights in the Services and all components of, or used to, provide the Services or created by the Services or by ComplyCo in the course of providing the Services (the “Services Information”). Customer will retain Intellectual Property Rights in all information it provides to ComplyCo as part of this MSA (other than Feedback as described below), including but not limited to in the course of its use of the Services (the “Customer Information”).

4.2. Feedback. Customer may, under this MSA, provide suggestions, enhancement requests, recommendations about the Services, or other feedback to ComplyCo (the “Feedback”). Customer provides ComplyCo a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services, or otherwise use any Feedback. ComplyCo also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such Feedback.

4.3. Licenses. ComplyCo hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to and license to access and use the Services as set forth in the Order Form subject to the terms and conditions of this MSA and the Order Form. Customer hereby grants ComplyCo a non-exclusive, non-transferable, non-sublicensable right and license to use the Customer Information solely to provide the Services to Customer.

4.4. Authorized Users. Customer may designate and provide access to the Services to employees, agents, auditors, examiners, or authorized contractors (each an “Authorized User”). Customer is responsible for all use and misuse of the Services by Authorized Users and for adherence to all terms of this MSA by any Authorized Users, and references to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. Customer agrees to promptly notify ComplyCo of any unauthorized access or use of which Customer becomes aware. Authorized Users are strictly prohibited from sharing their accounts or account passwords and their doing so is a material breach of this MSA by Customer.

4.5. Prohibited Uses. Customer and Authorized Users will not: (a) “frame,” distribute, resell, or permit access to the Services by any third party other than as allowed by the features and functionality of the Services; (b) use the Services in violation of applicable laws; (c) interfere with, disrupt, or gain unauthorized access to the Services; (d) successfully or otherwise, attempt to: decompile, disassemble, reverse engineer, discover the underlying source code or structure of, or copy the Services; (e) provide ComplyCo any Customer Information or Feedback that is unlawful, defamatory, harassing, discriminatory, or infringing of third party intellectual property rights; (f) transfer to the Services or otherwise use on the Services any code, exploit, or undisclosed feature that is designed to delete, disable, deactivate, interfere with or otherwise harm or provide unauthorized access to the Services; (g) use any robot, spider, data scraping, or extraction tool or similar mechanism with respect to the Services; (h) provide access to the Services to an individual associated with a ComplyCo Competitor (defined below); (i) extract information from the Services in furtherance of competing with ComplyCo; (j) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party; (k) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services; (l) introduce into the Services any software containing a virus, worm, “back door,” Trojan horse or similarly harmful code; or (m) permit any third party to engage in any of the foregoing proscribed acts. A “ComplyCo Competitor” is any entity that provides the same or similar goods and services to those provided by ComplyCo, as would be determined by a commercially reasonable individual. Customer will promptly notify ComplyCo of any violations of the above prohibited uses by an Authorized User or a third party and require such Authorized User or third party to immediately cease any such use. ComplyCo reserves the right to suspend Customer and/or Authorized User’s access to the Services in the event ComplyCo suspects Customer or an Authorized User is in breach of this MSA.

4.6 Customer Data. “Customer Data” means End-User Data and/or Account Data that Customer provides to ComplyCo or ComplyCo observes as part of the Services. By submitting Customer Data to the Services, Customer hereby grants to ComplyCo and its Affiliates a non-exclusive, non-transferable, royalty-free, fully-paid license to process and use Customer Data during the Term solely in order to provide the Services and/or Professional Services to Customer and to monitor, develop, and improve the Services and/or Professional Services provided to Customer. Customer, not ComplyCo, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of or right to use all Customer Data.

4.7 Privacy Configuration. As between Customer and ComplyCo, Customer is solely responsible for how the Services are configured on Customer Applications, including for any Customer Data collected as a result of that configuration. Customer will ensure that its collection, provision, and use of Customer Data complies with all Applicable Laws, rules, and regulations. “Personal Data” means all information relating to a person that identifies such person or could reasonably be used to identify such person, including but not limited to, first and last name, home address, billing address, or other physical address, email address, telephone number, and Sensitive Data, if any, sent to ComplyCo via the Services. “Sensitive Data” means any Personal Data or end-user data that requires a heightened degree of protection by Applicable Law. Customer must configure the Services to prevent the collection, transmission, or processing of any Sensitive Data and must use reasonable efforts to limit the inclusion of other Personal Data in Customer Data to the amount that is directly relevant and necessary to Customer’s use of the Services. If Customer discovers that any Customer Data does include Sensitive Data, Customer will promptly notify ComplyCo and provide sufficient information to ComplyCo to locate such Sensitive Data, and upon such notification, ComplyCo’s sole obligation will be to delete the Sensitive Data in its control or possession.

4.8. Usage Data. Customer agrees that ComplyCo may collect and analyze Usage Data, and ComplyCo may (during and after the Term) use such information and data solely in order to improve, train, modify, support, and operate the Services and for other development, benchmarking, analysis, analytics, research, marketing, machine learning, diagnostic, and corrective purposes in connection with the Services. "Usage Data" means compiled statistical information and data regarding Customer’s use of the Services that is not identifiable to any person or entity, and insights generated or derived therefrom, including for example, compiled data relevant to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom). ComplyCo will not disclose or sell to any third party any Usage Data that reveals or discloses Customer’s Confidential Information.

4.9 Security. Each Party has obligations with respect to the security of the Services and End-User Data. Taking into account the nature and types of Customer Data, ComplyCo will maintain appropriate administrative, physical, and technical safeguards in accordance with industry standard practice to protect and secure the Services and the confidentiality and integrity of Customer Data.

4.10 Legal Holds. If Customer requests that ComplyCo retain any specific or general categories of Customer Data for a defined or undefined period of a time as a result of any anticipated or active claims by or against Customer, then Customer will pay any additional costs for such retention beyond the retention periods agreed to in an applicable Order Form.

Section 5. Confidentiality

If the parties have a separate mutual nondisclosure agreement, that agreement will control (the “Separate MNDA”). Otherwise, as used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. Services Information and Customer Information are Confidential Information under this MSA, or confidential under the Separate MNDA, as applicable. Except as expressly permitted in this MSA, the Receiving Party will not disclose, duplicate, publish, transfer or otherwise make available Confidential Information of the Disclosing Party in any form to any person or entity without the Disclosing Party’s prior written consent. The Receiving Party will not use the Disclosing Party’s Confidential Information except to perform its obligations under this MSA, such obligations including, in the case of ComplyCo, to provide the Services. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party: (a) gives the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure (if such notice is not prohibited by applicable law); (b) uses diligent efforts to limit disclosure and to obtain confidential treatment or a protective order; and (c) allows the Disclosing Party to participate in the proceeding. Further, Confidential Information does not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party.

Section 6. Privacy Practices

ComplyCo operates the Services and handles Customer information, pursuant to the privacy policy available at https://www.complyco.com/legal/privacy (the “Privacy Policy”).

Section 7. Representations, Warranties, and Disclaimers

7.1. Authority. Each Party represents that it has validly entered into this MSA and has the legal power to do so.

7.2. Warranties. ComplyCo warrants that during an applicable Term (a) the Security section accurately describes the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Information; and (b) the Services will perform materially in accordance with any applicable documentation provided to Customer. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in Section 3 (Term and Termination) herein.

7.3. Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND COMPLYCO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT COMPLYCO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM COMPLYCO OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS MSA. THE PARTIES ADDITIONALLY AGREE THAT COMPLYCO WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CLIENT’S VARIOUS COMPLIANCE PROGRAMS, AND THAT THE SERVICES, TO THE EXTENT APPLICABLE, ARE ONLY TOOLS FOR ASSISTING CLIENT IN MEETING THE VARIOUS COMPLIANCE OBLIGATIONS FOR WHICH IT SOLELY IS RESPONSIBLE.

Section 8. Indemnification

8.1. Indemnification by ComplyCo. ComplyCo will indemnify and hold Customer harmless from any third party claim against Customer arising out of Customer’s use or purchase of the Services as permitted hereunder alleging that such Services infringe or misappropriate a third party’s valid patent, copyright, trademark, or trade secret. ComplyCo will, at its expense, defend such claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by ComplyCo for such defense, provided that (a) Customer promptly notifies ComplyCo of the threat or notice of such claim; (b) ComplyCo will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, ComplyCo will not settle or compromise any claim that results in liability or admission of any liability by Customer without prior written consent); and (c) Customer fully cooperates with ComplyCo in connection therewith. If use of a Service by Customer has become, or, in ComplyCo’s opinion, is likely to become, the subject of any such claim, ComplyCo may, at its option and expense, (i) procure for Customer the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by ComplyCo, terminate this MSA and repay, on a pro-rata basis, any Fees previously paid to ComplyCo for the corresponding unused portion of the Term for related Services. ComplyCo will have no liability or obligation under this Section with respect to any claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by Customer; (y) modification of the Services by anyone other than ComplyCo; or (z) the combination, operation or use of the Services with other hardware or software where the Services would not otherwise be infringing. The provisions of this Section state the sole, exclusive, and entire liability of ComplyCo to Customer and constitute Customer’s sole remedy with respect to an infringement claim brought by reason of access to or use of a Service by Customer or Authorized Users.

8.2. Indemnification by Customer. Customer will indemnify and hold ComplyCo harmless against any third party claim arising out of (a) Prohibited Uses in breach of this MSA as set forth above; or (b) alleging that Customer Information infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret; provided (i) ComplyCo promptly notifies Customer of the threat or notice of such claim; (ii) Customer will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, Customer will not settle or compromise any claim that results in liability or admission of any liability by ComplyCo without prior written consent); and (iii) ComplyCo fully cooperates in connection therewith.

SECTION 9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS MSA, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF COMPLYCO), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS MSA OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS MSA, EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS MSA OR THE SERVICES WILL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; PROVIDED THAT LIABILITY UNDER THE PARTIES’ INDEMNIFICATION OBLIGATIONS, FOR BREACHES OF CONFIDENTIALITY, OR FOR DAMAGES DUE TO PROHIBITED USES WILL NOT IN THE AGGREGATE EXCEED TEN TIMES THAT AMOUNT. FOR CLARITY, NOTHING IN THIS MSA WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS MSA BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF COMPLYCO WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. COMPLYCO HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS MSA. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Section 10. Integrations

10.1. Disclaimer. The Services are designed to integrate with optional services and tools made available by third party service providers (“Integrations”), but Customer acknowledges that ComplyCo (i) may not have control over how the Services integrate with such Integrations, and (ii) does not control the operation of those Integrations. Any acquisition by Customer of any Integration is solely between Customer and the applicable Integration provider and ComplyCo does not warrant, support, or assume any liability or other obligation with respect to such Integrations. Accordingly, if applicable, Customer acknowledges and agrees that (a) ComplyCo is not responsible for the performance of such Integrations, including, without limitation, their use or treatment of Customer Data therein; (b) ComplyCo is not responsible or liable for any content or other materials generated by such Integrations; (c) ComplyCo is not responsible for any technical inability to access Customer Data in such Integrations; and (d) ComplyCo will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Integrations.

10.2. Rights Grant. If Customer chooses to integrate or interoperate Integrations with the Services in a manner that requires ComplyCo to exchange Customer Data with such Integration or Integrations provider, Customer: (i) grants ComplyCo permission to allow the Integration and/or Integration provider to access Customer Data and information about Customer’s usage of the Integrations as appropriate and necessary to enable the interoperation of that Integration with the Services; (ii) acknowledges that any exchange of data between Customer and any Integration is solely between Customer and the Integration provider and is subject to the Integration provider’s terms and conditions governing the use and provision of such Integration (the presentation and manner of acceptance of which is controlled solely by the Integration provider); and (iii) agrees that ComplyCo is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access to such data by Integrations or Integration providers. Customer acknowledges sole responsibility for and assumes all risk arising from Customer’s use of any third-party websites or resources, including the Integrations.

Section 11. Miscellaneous

11.1. Entire Agreement. This MSA, any active Order Forms, and the Separate MNDA, if applicable, constitute the entire agreement, and supersedes all prior agreements, between ComplyCo and Customer regarding the subject matter hereof.

11.2. Assignment. Either Party may, without the consent of the other Party, assign this MSA to any affiliate or in connection with any merger, change of control, or the sale of all or substantially all of such Party’s assets provided that (1) the other Party is provided prior notice of such assignment and (2) any such successor agrees to fulfill its obligations pursuant to this MSA. Subject to the foregoing restrictions, this MSA will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

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

11.4. Relationship of the Parties. The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.

11.5. Notices. All notices provided by ComplyCo to Customer under this MSA may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by Customer on the Order Form; or (b) electronic mail to the electronic mail address provided for Customer’s account owner. Customer must give notice to ComplyCo either in writing by Courier or U.S. mail to 540 Howard Street, San Francisco, CA 94105 Attn: Legal Department or by email to legal@complyco.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.

11.6. Governing Law, Jurisdiction, Venue. This MSA will be governed by the laws of the State of California, without reference to conflict of laws principles. Any disputes under this MSA shall be resolved in a court of general jurisdiction in San Francisco County, California. Customer hereby expressly agrees to submit to the exclusive personal jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or access to or use of the Services by Customer, its agents, or Authorized Users.

11.7. Export Compliance. The Services and other software or components of the Services that ComplyCo may provide or make available to Customer are subject to U.S. export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of Treasury. Customer will not access or use the Services if Customer or any Authorized Users are located in any jurisdiction in which the provision of the Services, software, or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity, or individual located in any Prohibited Jurisdiction. Customer represents and warrants that (a) it is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) it will comply with all applicable laws regarding the transmission of technical data exported from the United States and the countries in which it and Authorized Users are located.

11.8. Anti-Corruption. Customer represents and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of ComplyCo’s employees or agents in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly give notice to ComplyCo.

11.9. Publicity and Marketing. ComplyCo may use Customer’s name, logo, and trademarks solely to identify Customer as a client of ComplyCo on ComplyCo’s website and other marketing materials and in accordance with Customer’s trademark usage guidelines. ComplyCo may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. ComplyCo never will disclose aggregated and/or anonymized information to a third party in a manner that would identify Customer or any identifiable individual as the source of the information.

11.10. Amendments. ComplyCo may amend this MSA from time to time, in which case the new MSA will supersede prior versions. ComplyCo will notify Customer not less than ten (10) days prior to the effective date of any such amendment and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by ComplyCo as consent to any such amendment.

11.11. Waiver. ComplyCo’s failure to enforce at any time any provision of this MSA does not constitute a waiver of that provision or of any other provision of this MSA.