Master Services Agreement

Last Updated: November 24, 2025

MASTER SERVICES AGREEMENT

This Master Services Agreement (“Agreement”) is between Conduit Security, Inc., a Delaware corporation (“Conduit Security”) and the party accepting this Agreement (“Customer”) to establish the terms pursuant to which Customer will purchase, and Conduit Security will provide, access to and use of Conduit Security’s proprietary wire fraud protection software-as-a-service offering, pursuant to the terms and conditions of this Agreement. This Agreement is effective as of the date Customer accepts this Agreement (the “Effective Date”)

CUSTOMER ACCEPTS THIS AGREEMENT BY: (1) ENTERING INTOAN ORDER (AS DEFINED BELOW) THAT REFERENCES THIS AGREEMENT; (2) CLICKING A BOXINDICATING ACCEPTANCE; (3) PAYING AN INVOICE THAT REFERENCES THE PLATFORM ORTHIS AGREEMENT; (4) SUBMITTING CREDIT CARD OR OTHER PAYMENT INFORMATION; OR (5)OTHERWISE ACCESSING THE PLATFORM.

THE PLATFORM AND SERVICES AND CUSTOMER’S UTILIZATIONOF THE PLATFORM AND SERVICES ARE EXPRESSLY CONDITIONED ON CUSTOMER’S ACCEPTANCEOF THIS AGREEMENT, AND CUSTOMER MAY ONLY UTILIZE THE PLATFORM AND SERVICES, ANDCONDUIT SECURITY WILL ONLY PROVIDE THE PLATFORM AND SERVICES, UPON THE TERMSAND CONDITIONS IN THIS AGREEMENT. ANY INDIVIDUAL AGREEING TO THIS AGREEMENT ONBEHALF OF A LEGAL ENTITY REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS THEAUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING,IF THE PARTIES HAVE OTHERWISE AGREED TO A SEPARATE WRITTEN AGREEMENT SIGNED BYAUTHORIZED REPRESENTATIVES OF EACH PARTY GOVERNING THE PLATFORM AND SERVICES(THE “SERVICES AGREEMENT”), SUCH SERVICES AGREEMENT APPLIES AND THISAGREEMENT WILL BE OF NO FORCE OR EFFECT.

The parties agree as follows:

1.            Definitions.

1.1            “Affiliate” means, with respect to a party, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, where “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of 50% or more of the outstanding  (but only for as long as such entity meets these requirements).

1.2           “Content” means content, data, and information that is owned by Conduit Security or any of its licensors that is provider made available by Conduit Security through use of the Platform or as part of or in connection with Conduit Security’s provision of Services. Content does not include Customer Data.

1.3           “Customer Data” means the electronic data and information input into the Platform by Customer or on Customer’s behalf. Customer Data does not include Usage Data or Aggregated Data.

1.4          “Documentation” means any user materials, instructions, and specifications made available by Conduit Security to Customer for the Services.

1.5          “Implementation Services” means Conduit Security’s standard implementation and set up services for the Platform as set forth in an Order.

1.6          “Order” means any ordering document, statement of work, or similar document accepted by Conduit Security that outlines the Services purchased under this Agreement. No Order will be binding unless accepted in writing by an authorized representative of Conduit Security. Each Order is incorporated into this Agreement by reference.

1.7          “Platform” means Conduit Security’s proprietary platform utilized by Conduit Security to provide the Software to Customer under this Agreement. The Platform does not include Customer’s connectivity equipment, internet and network connections, hardware, software, and other equipment as may be necessary for Customer and Customer’s Users to connect to and obtain access to the Platform or to utilize the Services.

1.8          “Professional Services” means any professional services provided by Conduit Security asset forth in the applicable Order pursuant to Appendix A of this Agreement.

1.9          “Services” means, collectively, Implementation Services, Professional Services, access to the Platform, Support Services, and the other services made available on, by, or through the Platform by Conduit Security under this Agreement.

1.10        “Software” means Conduit Security’s proprietary software as a service offering designed to protect against wire fraud as set forth in the applicable Order and made available through remote access by Conduit Security to Customer and Customer’s Users as part of the Platform, including any modified, updated, or enhanced versions that may become part of the Software.

1.11         “Support Services” means Conduit Security’s standard technical support and Software maintenance offering for the Platform as set forth in an Order.

1.12        “Usage Data” means any content, data, or information that is collected or produced by the Platform in connection with use of the Services that does not identify Customer or Customer’s Users, and may include, but is not limited to, usage patterns, traffic logs, and user conduct associated with the Platform.

1.13        “Users” means Customer’s employees, independent contractors, and other individuals who are authorized by Customer to use the Services on behalf of Customer.

2.              Services.

2.1          Provision of Services. Subject to the terms and conditions of this Agreement, Conduit Security shall provide the Services to Customer and Customer’s Users.

2.2          Cooperation. Customer shall supply to Conduit Security the Customer Data, along with access and personnel resources that Conduit Security reasonably requests in order for Conduit Security to provide the Services.

2.3          Resources. Customer is solely responsible for, at Customer’s own expense, acquiring, installing, and maintaining all connectivity equipment, internet and network connections, hardware, software, and other equipment as may be necessary for Customer’s Users to connect to and access the Platform.

2.4          Third Party Offerings. The Platform may enable access to or use of third-party software, services, applications, or functionality (collectively, “Third-Party Offerings”). Third-Party Offerings are limited to those made available to Customer by a third-party provider under a direct agreement between Customer (or its Users) and that provider. Customer acknowledges that Conduit Security does no town or control such Third-Party Offerings, that they are not part of the Platform, and that they are not subject to any of the warranties, commitments, or other obligations applicable to the Platform under this Agreement. Customer’s access to and use of any Third-Party Offering is solely between Customer and the applicable third-party provider, at Customer’s own risk, and subject to the terms and conditions applicable to such Third-Party Offering. Third-Party Offerings do not include any third-party products, services, or sub processors that Conduit Security engages to provide the Services on Conduit Security’s behalf. Conduit Security may disable or restrict access to any Third-Party Offerings at any time without notice and is not liable for any Third-Party Offerings or for any Customer Data provided to a third party through a Third-Party Offering.

2.5          Professional Services. Subject to the terms and conditions of this Agreement, Conduit Security shall provide any Professional Services in accordance with Appendix A. Solely with respect to the Professional Services, to the extent of any conflict between the provisions of this Agreement, the provisions of any Order, and the provisions of Appendix A, the order of precedence will be as follows: (a) the provisions of Appendix A govern unless the Order specifically provides otherwise; (b) then, the provisions of this Agreement will govern unless the Order specifically provides otherwise; and (c)finally, the Order will govern.

3.           Grant OF RIGHTS.

3.1           Access Rights; Customer’s Use of the Platform. Subject to the terms and conditions of this Agreement, Conduit Security hereby grants to Customer, during the Term (as defined below), a non-exclusive, non-transferable (except as permitted by Section 12.3), non-sublicensable right to access and use the Platform for Customer’s and its Affiliates’  business purposes in accordance with the Documentation and the terms and conditions of this Agreement. Conduit Security and its licensors reserve all rights in and to the Platform and the Services not expressly granted to Customer under this Agreement.

3.2         Restrictions on Use. Customer shall not (a) reproduce, display, download, modify, create derivative works of or distribute the Platform, or attempt to reverse engineer, decompile, disassemble or access the source code for the Platform or any component thereof; (b) use the Platform, or any component thereof, in the operation of a service bureau to support or process any content, data, or information of any party other than Customer or Customer Affiliates; (c) permit any party, other than the then-currently authorized Users to independently access the Platform; (d) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third-party, or that violates any applicable law; or (e) use the Platform to store or transmit any code, files, scripts, agents, or programs intended todo harm, including, for example, viruses, worms, time bombs and Trojan horses.

3.3          Users. Under the rights granted to Customer under this Agreement, Customer may permit its and its Affiliates’ independent contractors and employees to become Users in order to access and use the Platform in accordance with this Agreement; provided that Customer will be liable for the acts and omissions of all of Customer Affiliates and Users to the extent any of such acts or omissions, if performed by Customer, would constitute a breach of, or otherwise give rise to liability to Customer under, this Agreement. Customer shall not, and shall not permit any User to, use the Platform, Software or Documentation except as expressly permitted under this Agreement. Customer is responsible for Users’ compliance with this Agreement.

3.4         Purchasing From Reseller Partners. If Customer purchases any portion of the Services through one of Conduit Security’s authorized reseller partners (each, a “Reseller Partner”), Section 4 and Section 5.2 of this Agreement will be without effect with respect to the portion of the Services purchased through such Reseller Partner (collectively, the “Reseller Services”), and Customer will be subject to the applicable fees, payment terms, and other terms for the Reseller Services of the applicable Reseller Partner through whom Customer is purchasing such Reseller Services. Any refund that Conduit Security is obligated to provide to Customer under this Agreement will be provided by Conduit Security to the applicable Reseller Partner, and Customer acknowledges that it must seek such refunds solely from such Reseller Partner. Conduit Security may, upon notification to Customer and with no liability to Customer, terminate this Agreement or any Reseller Services (or both) where the applicable Reseller Partner has breached its agreement with Conduit Security, including, but not limited to, for such Reseller Partner’s failure to pay Conduit Security any amounts due in respect to Customer’s purchase of the Reseller Services or where the applicable Reseller Partner is no longer an authorized reseller for Conduit Security. Customer acknowledges that Reseller Partners are not authorized to modify this Agreement or make any promises or commitments on Conduit Security’s behalf, and that Conduit Security is not bound by any obligations or liabilities to Customer other than as set forth in this Agreement. If requested by the applicable Reseller Partner for Customer’s breach of any agreement between Reseller Partner and Customer, including, but not limited to, for Customer’s failure to pay any fees when due, Conduit Security may, upon notice to Customer and without liability, suspend the Reseller Services or terminate this Agreement (or both). With respect to any Reseller Services, Customer hereby: (a) authorizes Conduit Security to comply with all instructions received from the applicable Reseller Partner with respect to Customer’s account on the Platform, unless Conduit Security receives contrary instructions from Customer; (b) acknowledges that it is Customer’s obligation to inform Reseller Partner of any restrictions regarding the use of Customer Data and to obtain any necessary rights and consents for Reseller Partner to access and use the Customer Data (if applicable); (c) acknowledges that Conduit Security will have no responsibility or liability to Customer for the acts or omissions of any Reseller Partner; and (d) acknowledges that the applicable Reseller Partner is not an agent or representative of Conduit Security.

4.           Fees and Payment Terms.

4.1          Price. Customer shall pay Conduit Security the fees set forth in the applicable Order (“Fees”) in accordance with the terms of this Agreement. Fees are exclusive of, and Customer shall pay all taxes, fees, duties, and other governmental charges arising from the payment of any Fees or any amounts owed to Conduit Security under this Agreement (excluding any taxes arising from Conduit Security’s income or any employment taxes).

4.2         Payment. Customer shall pay to Conduit Security all Fees within 30 days after Customer’s receipt of the applicable invoice for such Services. All payments received by Conduit Security are non-refundable, except as otherwise expressly provided in this Agreement. Customer shall make all payments in United States dollars.

5.            Term and Termination.

5.1         Term. This Agreement commences on the Effective Date and, unless terminated earlier in accordance with this Agreement, continues until all Orders have terminated (the “Term”).

5.2         Order Term. The initial term of an Order begins on the date set forth in the applicable Order and continues for the period set forth in such Order (the “Initial Term”). Each Order will automatically renew for additional periods of the same duration as the Initial Term (each, a “Renewal Term”), unless a party gives the other party written notice of its intent to not renew at least 30 days prior to the end of the Initial Term or the then-current Renewal Term. Fees for the Services will automatically increase by 5% at the commencement of each Renewal Term, and the Fees under the applicable Order will be deemed amended accordingly.

5.3          Termination for Cause. A party may terminate this Agreement or an Order upon notice if the other party breaches any material provision of this Agreement and (provided that such breach is capable of cure) does not cure such breach within 30 days after being provided with written notice of such breach.

5.4          Effects of Termination. Upon termination of this Agreement and all Orders: (a) all amounts owed to Conduit Security under this Agreement before such termination will be due and payable in accordance with Section 4; (b) Customer’s rights granted in this Agreement will immediately cease; (c) Customer shall promptly discontinue all access and use of the Platform and return or erase all copies of the Documentation in Customer’s possession or control; and(d) Conduit Security shall promptly return or erase all Customer Data, except that Conduit Security may retain Customer Data in Conduit Security’sarchived backup files. Sections 4, 5.4, 6, 7.4, 7.5, 8, 9, 10, and 11 surviveexpiration or termination of this Agreement.

5.5         Suspension. Notwithstanding anything to the contrary in this Agreement, Conduit Securitymay suspend Customer’s and Customer’s Users’ access to the Platform if ConduitSecurity determines that: (a) there is an attack on the Platform; (b) Customer’sor any of its Users’ use of the Platform poses a reasonable risk of harm orliability to Conduit Security and, if capable of being cured, Customer is nottaking appropriate action to cure such risk; (c) Customer has breachedSections 3.2 or 10; (d) Customer’s or its Users’ use of the Platform violates applicablelaw; or (e) Customer has failed to pay any undisputed charge owed underthis Agreement when due and has failed to cure such late payment within 15 daysafter Conduit Security has provided Customer with written notice of such latepayment. Conduit Security shall use commercially reasonable efforts to provide Customerwith notice of such suspension. Conduit Security may suspend Customer’s and itsUsers’ access to the Platform until the situation giving rise to the suspensionhas been remedied to Conduit Security’s reasonable satisfaction. Except forsuspension under Subsection (a), Conduit Security’s suspension of access to thePlatform will not relieve Customer of its payment obligations under thisAgreement.

6.              PROPRIETARY RIGHTS; DATA; PRIVACY.

6.1           Customer Data. As between the parties, Customer owns all right,title, and interest in Customer Data, including all intellectual propertyrights therein. Customer is solely responsible for the accuracy of CustomerData and the legality of the means by which Customer acquires Customer Data. Customershall: (1) give adequate notice and make all required disclosures to datasubjects and third parties (including, but not limited to, Customer’s payeesand other partners) regarding Customer’s use and disclosure and ConduitSecurity’s processing of Customer Data; and (2) obtain all necessary rights,and, where applicable, all necessary consents to disclose such Customer Data toConduit Security to permit the processing of such Customer Data by ConduitSecurity in accordance with this Agreement, including, but not limited to, oras may be required by applicable law. Customer shall notify Conduit Security ofany changes in, or revocation of, the permission to use, disclose, or otherwiseprocess Customer Data that would impact Conduit Security’s ability to complywith the Agreement or applicable law.

6.2          Customer Data License Grant. Customer hereby grants to Conduit Security and itsauthorized representatives and contractors, during the Term, a limited,non-exclusive, non-transferable (except as permitted by Section 12.3), non-sublicensable license to use the Customer Data for the limitedpurpose of performing the Services for Customer and fulfilling its otherobligations and exercising its rights under this Agreement. In addition,unless Customer explicitly opts out in the applicable Order, Customer elects toparticipate in the Conduit Security Account Check service (the “AccountCheck Service”) made available through the Platform. The Account CheckService is an optional offering that is made available only to customers thathave opted into the Account Check Service and enables participating customersto receive a non-identifying confirmation as to whether other Conduit Securitycustomers that have also opted into the Account Check Service have previouslytransmitted payments to the same bank account. Accordingly, in addition to therights granted elsewhere in this Agreement, upon such election, Customer grantsConduit Security and its authorized representatives and contractors, during theTerm, a limited, non-exclusive, non-transferable (except as otherwise permittedby Section 12.3), non-sublicensable license to use Customer Data solely toenable and deliver the Account Check Service, including to generate and providenon-identifying confirmation to other participating Conduit Security customersthat payments have been made to a given account. Conduit Security shall notdisclose any Customer Data in connection with the Account Check Service in amanner that could reasonably identify Customer, Customer’s Users, or Customer’stransactions as the source of such information. Customer may opt out of theAccount Check Service by providing Conduit Security with written notice.

6.3          The Services. Allproprietary technology utilized by Conduit Security to perform its obligationsunder this Agreement, and all intellectual property rights in and to theforegoing, as between the parties, are the exclusive property of ConduitSecurity. Conduit Security or its third party licensors retain ownership of all right,title, and interest to all copyrights, patents, trademarks, trade secrets, andother intellectual property rights in and to the Content and the Platform,including without limitation the Software, Documentation, customizations, feedback,and enhancements, and all processes, know-how, and the like utilized by orcreated by Conduit Security in performing under this Agreement. Any rights not expressly granted to Customer hereunder are reserved by Conduit Security.

6.4          Acknowledgment and use of Recordings. Customer: (a)understands and agrees that a feature of the Platform permits Customer torecord conversations between Customer and Customer’s payees for transactionverification and recordkeeping purposes; (b) hereby consents to the recordingof such conversations by Conduit Security; (c) shall give notice of suchrecording to the payee at the beginning of the conversation and obtain suchpayee’s consent to recording; (d) shall ensure that such consent complies withall applicable laws, rules, and regulations; (e) acknowledges and agrees that,while Customer may elect to use Conduit Security’s stock consent to recordingnotice for use with third parties, such stock language is provided solely as aconvenience, “AS-IS,” and Customer is solely responsible for ensuring suchconsent to recording language complies with applicable laws, rules, andregulations and satisfies Customer’s obligations under this Agreement; and (f) acknowledgesand agrees that Conduit Security may retain and use such recordings forrecordkeeping and verification purposes.

6.5           Aggregated Data. Notwithstanding anything in this Agreement to thecontrary, Conduit Security may analyze Customer Data to create a de-identifiedand aggregated data set that does not identify Customer or Customer’s Users(collectively, “Aggregated Data”). Conduit Security retains ownership ofall right, title, and interest in and to Aggregated Data. Conduit Security mayuse Aggregated Data for any lawful purpose, including to improve, market, andprovide the Services.

6.6           Usage Data. Conduit Security retainsownership of all right, title, and interest in and to the Usage Data. ConduitSecurity may use Usage data in connection with its performance of itsobligations in this Agreement and for any other lawful business purpose,including, but not limited to, benchmarking, data analysis, and to improve ConduitSecurity’s services, systems, and algorithms.

7.             Warranty; SOLE AND EXCLUSIVE REMEDIES; Disclaimers.

7.1            Access to the Platform. Conduit Security warrants that the Platform will perform materially in accordance withthe Documentation and this Agreement. If Customer notifies Conduit Security ofa reproducible error in the Platform that indicates a breach of the foregoingwarranty (each, an “Error”) within 30 days after Customer experiencessuch Error, Conduit Security shall, at its own expense and as its soleobligation and Customer’s exclusive remedy: (a) use commerciallyreasonable efforts to correct or provide a workaround for such Error; or (b) ifConduit Security is unable to correct or provide a workaround for such Errorwithin 60 days after receiving notice of such Error from Customer, Customer mayterminate this Agreement upon notice to Conduit Security, and Conduit Securityshall refund the amounts paid by Customer for access to the Platform for theperiod during which Customer was not able to use the Platform. The warrantiesset forth in this Section 7.1 do not apply to any Third-Party Offerings or coverany Error caused by: (i) Customer or Customer’s Users; (ii) use ofthe Platform in any manner or in any environment inconsistent with its intendedpurpose; (iii) Customer’s hardware or software which materially adverselyaffects the operation or reliability of the Platform; or (iv) anyequipment, software, or other material utilized by Customer in connection withthe Platform contrary to the provider’s instructions.

7.2           Right to Customer Data. Customer represents and warrants that Customer has theright to: (a) use the Customer Data as contemplated by this Agreement; (b)has complied with Customer’s obligations under Section 6.1; and (c) grant Conduit Security the rights granted under thisAgreement.

7.3           Sole and Exclusive Remedies. If: (a) Customer suffers a wire fraud loss as a resultof Customer’s use of the Platform; and (b) Customer’s use of the Platform hasbeen in accordance with this Agreement, then: (i) Customer may terminate thisAgreement by providing Conduit Security with 10 days’ prior written notice nolater than 30 days after Customer experiences such wire fraud loss, and ConduitSecurity shall refund to Customer any prepaid but unused Fees Customer paid toConduit Security for the period following such termination, plus theFees Customer paid to Conduit Security for access to the Platform for the 12-monthperiod preceding such wire fraud loss. The foregoing remedies are Customer’ssole and exclusive remedies for any wire fraud loss Customer suffers inconnection with the Platform and the Services.

7.4            Disclaimer. EXCEPTAS EXPRESSLY PROVIDED IN SECTION 7.1, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND ANDEACH PARTY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS,IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ANDANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. CONDUITSECURITY MAKES NO WARRANTY THAT THE PLATFORM, THE SOFTWARE, OR THE SERVICES WILLBE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, OR THAT DATA TRANSFERRED OVERTHE PLATFORM WILL BE SECURE FROM UNAUTHORIZED ACCESS.

7.5            No Warranty Against Wire Fraud. NOTWITHSTANDING SECTION 7.3, CONDUIT SECURITY MAKES NO WARRANTY THAT THE PLATFORM,THE SOFTWARE, OR THE SERVICES WILL PREVENT WIRE FRAUD, MISTAKES, OR ERRORSRELATING TO WIRE TRANSACTIONS, OR OTHER MISTAKEN, ERRONEOUS, FRAUDULENT, ORMALICIOUS TRANSACTIONS. CUSTOMER ACKNOWLEDGES THAT CONDUIT SECURITY CANNOT, ANDDOES NOT, GUARANTY ABSOLUTE SECURITY WITH RESPECT TO WIRE TRANSACTIONS AND THATFRAUD IS AN INHERENT RISK IN MONEY TRANSFERS. ACCORDINGLY, CUSTOMERACKNOWLEDGES THE SOLE AND EXCLUSIVE REMEDY OFFERED IN SECTION 7.3 IS NOT AWARRANTY OR GUARANTY AGAINST WIRE FRAUD AND CONDUIT SECURITY WILL NOT BE LIABLETO CUSTOMER FOR ANY WIRE FRAUD LOSS OTHER THAN FOR THE SOLE AND EXCLUSIVEREMEDIES OUTLINED IN SECTION 7.3.

8.               Indemnification.

8.1           Claims Against Customer. ConduitSecurity shall defend any claim, suit, or action againstCustomer brought by a third party to the extent based on an allegation that theSoftware infringes any intellectual property rights of such third party (each,a “Customer Claim”), and ConduitSecurity shall indemnify and hold Customer harmless from and against damages,losses, liabilities, and expenses (including reasonable attorneys’ fees andother legal expenses) (collectively, “Losses”)that are specifically attributable to such Customer Claim or those costs anddamages agreed to in a settlement of such Customer Claim. The foregoingobligations are conditioned on Customer: (a) promptly notifying ConduitSecurity in writing of such Customer Claim; (b) giving Conduit Securitysole control of the defense thereof and any related settlement negotiations;and (c) cooperating and, at Conduit Security’s request and expense,assisting in such defense. In the event that the use of the Platform is enjoined, ConduitSecurity shall, at its option and at its own expense, either (i) procurefor Customer the right to continue using the Platform; (ii) replace theSoftware with a non-infringing but functionally equivalent product; (iii) modifythe Software so it becomes non-infringing; or (iv) terminate thisAgreement and refund the amounts Customer paid for access to the Platform thatrelate to the period during which Customer was not able to use the Platform. Notwithstanding theforegoing, Conduit Security will have no obligation under this Section 8.1 with respect to any infringementclaim based upon: (1) any use of the Platform not in accordance with thisAgreement; (2) any use of the Platform in combination with products,equipment, software, or data that Conduit Security did not supply or approve ofif such infringement would have been avoided without the combination with suchother products, equipment, software, or data; (3) any modification of the Platformby any person other than Conduit Security or its authorized agents orsubcontractors; or (4) any Third-Party Offering. This Section 8.1 states Conduit Security’s entireliability and Customer’s sole and exclusive remedy for infringement claims oractions.

8.2           Claims Against Conduit Security. Customershall defend (at Conduit Security’s option) any claim, suit, or action against ConduitSecurity brought by a third party to the extent that such claim, suit, oraction is based upon: (a) Customer’s or Conduit Security’s use of any Customer Datain accordance with this Agreement; or (b) Customer’s breach of Sections 6.1 or 6.4(c) (or both) (each claim, suit,or action under this Section 8.2, a “Conduit Security Claim”), and Customer shall indemnify and hold ConduitSecurity harmless from and against Losses that are specifically attributable tosuch Conduit Security Claim or those costs and damages agreed to in asettlement of such Conduit Security Claim. The foregoingobligations are conditioned on Conduit Security: (a) promptly notifyingCustomer in writing of such Conduit Security Claim; (b) giving Customersole control of the defense thereof and any related settlement negotiations;and (c) cooperating and, at Customer’s request and expense, assisting insuch defense.

9.              Limitations of Liability. In no event will EITHER PARTY be liable for anyconsequential, indirect, EXEmplary, special, or incidental damages, OR FOR anylost data, lost profits, OR costs of procurement of substitute goods orservices, arising from or relating to this Agreement or the services, howevercaused and under any theory of liability (including negligence), even if SUCHPARTY has been advised of the possibility of such damages. EXCEPT FOR CONDUITSECURITY’S PAYMENT OBLIGATIONS UNDER THE SOLE AND EXCLUSIVE REMEDIES PROVIDEDUNDER SECTION 7.3, EACH PARTY’s total aggregate liability inconnection with this Agreement or the services, whether in contract or tort orotherwise, will not exceed the amount OF FEES PAID OR OWED BY Customer TO ConduitSecurity UNDER THIS AGREEMENT DURING THE 12 months preceding the initial eventgiving rise to SUCH LIABILITY. the exclusions and limitation of liabilities set forth in thissection 9 do not apply to a party’sobligationS UNDER section 8, to liability arising from a party’s breachof section 10, or to LIABILITY arising from CUSTOMER’Sbreach of section 3.2.

10.           Confidentiality.

10.1          Definitions. “Confidential Information” means allinformation disclosed by one party (“Discloser”) to the other party (“Recipient”)under this Agreement during the Term. Confidential Information includesinformation that is marked or identified as confidential and, if not marked oridentified as confidential, information that should reasonably have beenunderstood by Recipient to be proprietary and confidential to Discloser or to athird party. Conduit Security’s Confidential Information includes Software andDocumentation. Customer’s Confidential Information includes Customer Data.

10.2          Protection. Recipient shall not use any Confidential Informationfor any purpose not expressly permitted by this Agreement and shall notdisclose Confidential Information to anyone other than Recipient’s employeesand independent contractors who have a need to know such ConfidentialInformation for purposes of this Agreement and who are subject toconfidentiality obligations no less restrictive than Recipient’s obligationsunder this Section 10. Recipient will be liable to the Discloser for any of its employees’and independent contractors’ acts or omissions, which, if performed byRecipient, would constitute a breach of this Section 10. Recipient shall protect Confidential Information from unauthorizeduse, access, and disclosure in the same manner as Recipient protects its ownconfidential or proprietary information of a similar nature and with no lessthan reasonable care.

10.3          Exceptions. Recipient will have no confidentiality obligations under Section 10.2 above with respect to any information of Discloserthat Recipient can document: (a) was already known to Recipient prior toDiscloser’s disclosure; (b) is disclosed to Recipient by a third party whohad the right to make such disclosure without violating any confidentialityagreement with or other obligation to the party who disclosed the information;(c) is, or through no fault of Recipient has become, generally availableto the public; or (d) is independently developed by Recipient withoutaccess to or use of Confidential Information. Recipient may discloseConfidential Information if required to as part of a judicial process,government investigation, legal proceeding, or other similar process on thecondition that, to the extent permitted by applicable law, Recipient givesprior written notice of such requirement to Discloser. Recipient shall takereasonable efforts to provide this notice in sufficient time to allow Discloserto seek an appropriate confidentiality agreement, protective order, or modificationof any disclosure, and Recipient shall reasonably cooperate in such efforts atthe expense of Discloser.

11.            DATA PROTECTION AND SECURITY. Conduit Security shall implementand maintain reasonable technical, administrative, and physical safeguardsdesigned to protect the confidentiality, integrity, and availability ofCustomer Data in Conduit Security’s care, custody, or control and designed toprevent Information Security Incidents (collectively, the “Security Measures”).Conduit Security shall ensure that such Security Measures: (a) are asprotective as the measures that Conduit Security applies to its own similarinformation; and (b) comply with applicable laws to which Conduit Security issubject. “Information Security Incident” means any actual or reasonablysuspected accidental, unauthorized, or unlawful destruction, loss, alteration,unavailability, disclosure of, or access to: (i) Customer Data in ConduitSecurity’s possession, custody, or control; or (ii) information systems owned,operated, or controlled by Conduit Security that process Customer Data.

12.            General.

12.1          Independent Contractor. Therelationship of the parties established under this Agreement is that ofindependent contractors and neither party is a partner, employee, agent, orjoint venture partner of or with the other, and neither party has the right orauthority to assume or create any obligation on behalf of the other party.

12.2        Subcontractors. Conduit Security may utilize subcontractors,third-party service providers, and subprocessors (collectively, “Subcontractors”)in the performance of its obligations, provided that Conduit Security willremain liable and responsible for the Subcontractors’ acts and omissions to theextent any of such acts or omissions, if performed by Conduit Security, wouldconstitute a breach of, or otherwise give rise to liability to Conduit Securityunder, this Agreement when they are performing for or on behalf of ConduitSecurity.

12.3          Assignment. Neither partymay assign this Agreement or any of its rights under this Agreement to anythird party without the other party’s prior written consent; except that aparty may assign this Agreement without consent from the other party to asuccessor to its business or assets to which this Agreement relates, whether bymerger, acquisition, or sale of all or substantially all of its assets, orotherwise. Any attempted assignment in violation of the foregoing will be voidand of no force or effect. This Agreement does not confer any rights or remedies upon any personor entity not a party to this Agreement.

12.4          Force Majeure. Except for payment obligations, neither party will beliable for any breach of this Agreement, or for any delay or failure ofperformance, resulting from any cause beyond that party’s reasonable control.

12.5          Notices.

(a)             If to Conduit Security.  To be effective, notices to Conduit Security under this Agreement must be delivered in writing by courier, or certified or registered mail (postage prepaid and return receipt requested) at the address set forth below and will be effective upon receipt, except that e-mail may be used for routine communications and to obtain operational approvals and consents but may not be used for any other notices.

Conduit Security, Inc.

Attention: Legal

Box50417

Nashville, TN 37205

(b)             If to Customer: To be effective, notices to Customer under this Agreement must be delivered inwriting by e-mail at the e-mail address that Conduit Security has on file for Customerand will be effective upon receipt. Customer may update Customer’s e-mail addresson file by notifying Conduit Security of such address change in accordance withthis Section 12.5.

12.6          Governing Law; Venue. The laws of the State of Delaware govern this Agreement andany matters related to this Agreement, without regard to any conflicts of lawsprinciples that would require the application of the laws of a differentjurisdiction. The parties hereby submit to the exclusive jurisdiction of, andwaive any venue objections against, state or federal courts sitting in NewCastle County, Delaware in any litigation arising out of this Agreement or theServices.

12.7          Remedies. Each party acknowledges that anyactual or threatened breach of Sections 3.2 or 10 willconstitute immediate, irreparable harm to the non-breaching party for whichmonetary damages would be an inadequate remedy, that injunctive relief is anappropriate remedy for such breach, and that if granted, the breaching partyagrees to waive any bond that would otherwise be required. If any legal actionis brought by a party to enforce this Agreement, the prevailing party will beentitled to receive its attorneys’ fees, court costs, and other legal expenses,in addition to any other relief it may receive from the non-prevailing party.

12.8        Compliance with Laws. Each party shall comply with all laws, rules, andregulations, applicable to that party in connection with this Agreement.

12.9          Waivers. To be effective, any waivers must be in writing and signed by the partyto be charged. Any waiver or failure to enforce any provision of this Agreementon one occasion will not be deemed a waiver of any other provision or of suchprovision on any other occasion.

12.10       Severability. If any provision of this Agreement is unenforceable, the otherprovisions of this Agreement will be unimpaired, and the unenforceableprovision will be deemed modified so that it is enforceable to the maximumextent permitted by law (unless such modification is not permitted by law, inwhich case such provision will be disregarded).

12.11       Modification.ConduitSecurity may modify this Agreement at any time, upon written notice toCustomer. Any such modification will become effective with respect to theapplicable Order upon the commencement of the Renewal Term for such Orderfollowing the date of such notice. If Customer does not agree to the modifiedAgreement, Customer may choose to not renew the then-current Initial Term orRenewal Term (as applicable). Except as otherwise set forth in this Section 12.11, this Agreement may not otherwise be modified except by a writtenamendment signed by an authorized representative of each party.

12.12       Entire Agreement. ThisAgreement, including any Order and any exhibits or attachments thereto,constitutes the final and entire agreement between the parties regarding thesubject hereof and supersedes all other agreements, whether written or oral,between the parties concerning such subject matter. No terms and conditionsproposed by either party will be binding on the other party unless accepted inwriting by both parties, and each party hereby objects to and rejects all termsand conditions not so accepted. To the extent of any conflict between theprovisions of this Agreement and the provisions of any Order, the provisions ofthe Agreement will govern unless the Order specifically overrides thisAgreement.

Appendix A

Professional Services

1.               Professional Services. Subjectto the terms and conditions of this Agreement, Conduit Security shall performthe ProfessionalServices as described in an Order. Each Order will contain descriptions of the ProfessionalServices and a description of any Deliverables (as defined below) to beprovided by Conduit Security,  the Feesfor the Professional Services, and any additional terms and conditions theparties deem appropriate. Customer acknowledges that any schedules or timelinesfor Professional Services set forth in the applicable Order are not firm orfixed performance dates, and are only to be regarded as estimated beginning andcompletion dates for the Professional Services. All Professional Services andDeliverables will be deemed accepted upon delivery.

2.               Changes. Each party may requestchanges that affect the scope or duration of the Professional Services. Neitherparty shall be bound by any change requested by the other party, unless suchchange is agreed to in writing and signed by authorized representatives of eachparty (each, a “Change Order”). EachChange Order will be subject to the terms and conditions of this Agreement.

3.               Customer Assistance. Customer acknowledges thatin order to perform the Professional Services, Conduit Security requires accessto certain materials, content, data, information, and other intellectualproperty of Customer (collectively, “Customer Materials”). Customershall provide Conduit Security with the Customer Materials, along with anyassistance, access, answers, decisions, and personnel resources that ConduitSecurity reasonably requests in order for Conduit Security to perform the ProfessionalServices. Customer acknowledges that Conduit Security’s ability to successfullyperform the Professional Services is contingent upon Conduit Security’s receiptfrom Customer of such Customer Materials and such assistance, access, andpersonnel resources. Accordingly, Conduit Security willnot be deemed in breach of this Agreement and will have no liability to Customerfor failure to perform, or any other deficiencies in, the Professional Servicesor for damages resulting from: (a) Customer’s failure to provide anyCustomer Materials or any such assistance, access, and personnel resources; (b)the acts or omissions of Customer, Customer’s agents, or employees; or (c)performance of the Professional Services in accordance with Customer’s instructions.

4.              Customer Information. Customer acknowledges that ConduitSecurity may, in performing the Professional Services, be dependent upon or usedata, material, and other information furnished by Customer without anyindependent investigation or verification thereof, and that Conduit Security mayrely upon the accuracy and completeness of such information in performing theProfessional Services. Conduit Security, in performing the Professional Services,will be making recommendations and providing advice, but all decisions as toimplementing such advice and recommendations will be made by Customer and will beCustomer’s sole responsibility and Conduit Security may rely on all such Customerdecisions.

5.              Proprietary Rights.

5.1            Customer Materials. As between the parties, Customer owns all right, title and interest in and to the Customer Materials. Customer grants to Conduit Security and its authorized representatives and contractors, during the Term, a limited, non-exclusive, non-transferable (except as permitted in Section 12.3) right and license to use the Customer Materials solely as necessary to perform its obligations and exercise its rights under this Agreement.

5.2            Assignment of Deliverables. Subject to Customer’s payment of all applicable Feesfor Professional Services, Conduit Security hereby assigns to Customer all right, title, and interest worldwide in and to all Deliverables, including all intellectual property rights therein, but excluding Conduit Security Property(as defined below), which is licensed to Customer by Conduit Security pursuantto Section 5.4 of this AppendixA. “Deliverable” means any item created specifically and exclusively for Customer, that is identified as a “Deliverable” in the applicable Order,and is delivered to Customer by or on behalf of Conduit Security in connectionwith the Professional Services, including Work Product included in suchDeliverable. “Work Product” means all (a) content, designs, ideas,know-how, and other intellectual property that Conduit Security makes,develops, conceives, or reduces to practice, whether alone or jointly withothers, in the course of performing the Professional Services; and (b)copyrights, trademarks, service marks, trade secrets, patents, patentapplications, and other proprietary rights related to each and any of theforegoing.  

5.3           Conduit Security Property. Notwithstanding anything to the contrary in thisAgreement, as between the parties, Conduit Security owns all: (a) software,tools, routines, programs, content, data, designs, document forms, technology,ideas, know-how, processes, techniques, formulas, analyses, strategies, marketintelligence, reports, concepts, discoveries, inventions, and other intellectualproperty that Conduit Security uses, makes, develops, or reduces to practice,whether alone or jointly with others or otherwise obtains: (i) prior to thisAgreement; (ii) independently or outside the scope of the ProfessionalServices; or (iii) that has applicability to Conduit Security’s provision ofits products and services to its customers generally; (b) all enhancements,modifications, improvements, and derivative works of each and any of theforegoing; and (c) all copyrights, trademarks, service marks, trade secrets,patents, patent applications, and other proprietary rights related to each andany of the foregoing (collectively, the “Conduit Security Property”).

5.4            License of Conduit Security Property. Subject to the terms andconditions of this Agreement, Conduit Security hereby grants to Customer anon-exclusive, perpetual, worldwide, right and license, with the right tosublicense, under all of Conduit Security’s intellectual property rights, toall Conduit Security Property incorporated into any Deliverable or necessaryfor Customer to fully utilize any Deliverable, to use, reproduce, distribute,publicly display, publicly perform, and create derivative works of such ConduitSecurity Property solely to the extent reasonably required in connection with Customer’suse of the Deliverable on the condition that Customer does not: (a) reproduce,distribute, or use Conduit Security Property other than as components of theDeliverable; or (b) sublicense any rights in Conduit Security Property otherthan in support of Customer’s internal business purposes. For the avoidance of doubt, the license grant in theforegoing sentence does not include the Platform for which access and use is granted solely pursuant to Section 3.1 of the main body of this Agreement, and Customer does not and will nothave or acquire under or in connection with this Agreement any ownershipinterest or rights in the Platform or any intellectual property rights therein.

5.5           Reservation of Rights. Conduit Security reserves all rights not expressly granted to Customer under this Appendix A.

6.               Limited Warranty. ConduitSecurity represents and warrants that: (a) the Professional Services will beperformed in a professional manner consistent with industry standards; and (b)the Deliverables, when delivered, will materially conform to the specificationsset forth in the applicable Order. If Customer notifies Conduit Security of abreach of the foregoing warranty (specifying the breach in reasonable detail)within 30 days after Conduit Security performs the Professional Services ordelivers the Deliverable, Conduit Security shall, at its own expense and as itssole obligation and Customer’s exclusive remedy for breach of the foregoingwarranty: (i) use commercially reasonable efforts to re-perform the ProfessionalServices or re-deliver the Deliverable which gave rise to the breach; or (ii)if Conduit Security cannot re-perform such defective Professional Services orre-deliver such non-conforming Deliverable to Customer within 60 days after receiving notice of the breach, Customer may terminate the applicable ProfessionalServices upon written notice to Conduit Security and Conduit Security shallrefund to Customer the fees paid for such non-conforming Professional Servicesand non-conforming Deliverables.

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