# Terms of Service

These Terms of Service constitute an agreement (this “Agreement”) by and between Unit21 Inc., a Delaware corporation with offices at 49 Geary Street, Suite 200, San Francisco, CA 94108 (“Vendor” or “Unit21”) and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“Customer”). This Agreement is effective as of the earlier of the date that Customer (i) clicks “Accepted and Agreed To” (or similar button or checkbox), or (ii) executes an SOW (as defined below) referencing these terms (such date, the “Effective Date”). Customer’s use of and Vendor’s provision of Vendor’s Services (as defined below in Section 1.8) are governed by this Agreement.

**EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.**

## 1. DEFINITIONS.

The following capitalized terms will have the following meanings whenever used in this Agreement.

1. “API” means Vendor’s application program interface, or file ingestion, through which Customer sends Customer Data used in providing the Services.
2. “Customer Data” means data in electronic form input or collected through the Services by or from Customer or the Users including without limitation information related to Customer’s clients or potential clients as well as information related to payment or payment related events facilitated, processed or otherwise recorded by Customer.
3. “De-Identified Data” means any information or other data derived from the Customer Data, including the Customer Data itself, that may be aggregated with data provided to Unit21 by other Customers or users, all of which has been de-identified by hashing out individual identifiers so that it is not specific to a person, does not include personally identifiable information, and cannot be identified as having been provided by a specific Customer.
4. “Derived Data” means (i) any data that is derived by Vendor while processing Customer Data as data that would lead to improvements to Vendor’s analytical models, and (ii) Customer Data that is aggregated and anonymized.
5. “Documentation” means Vendor's standard documentation related to use of the Services, as well as [docs.unit21.ai](http://docs.unit21.ai/).
6. “FCRA” means the Fair Credit Reporting Act, 15 U.S.C. § 1681 or any similar state statute.
7. “Feedback” means any suggestion, idea, enhancement request, or recommendation for improving or otherwise modifying any of Vendor’s Services provided by the Customer or a User, excluding any Customer Data and any Confidential Information of Customer.
8. “Marks” means trademarks, service marks, logos, symbols, and trade dress.
9. “Primary Contact” means an employee designated by the Customer who shall act as the sole point of contact with the Vendor.
10. “Services” means services using the System to identify and investigate potential money laundering in Customer Data as detailed in the SOW.
11. “SLA” means Vendor’s standard service level agreement.
12. “SOW” means the Vendor’s statement of work that includes the description of different modules of the Services and specifications of the System.
13. “System” means Vendor’s API and Workbench.
14. “Term” is defined in Section 11.1 below.
15. “Transition Period” means a period not to exceed two (2) weeks post-termination.
16. “Usage Data” means any data reflecting access or use of the Services by the Customer or a User.
17. “User” means any individual who uses the Services on Customer’s behalf.
18. “Vendor Associates” means Vendor’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.
19. “Workbench” means Vendor’s investigations operations web portal which the Customer can access for insights and analyses related to anti-money laundering compliance surfaced by Vendor.

## 2. SERVICES.

### 1. Services.
During the Term, Vendor will provide Customer with the Services.

### 2. Customer’s Duties.

1. Customer will reasonably cooperate with Vendor in connection with the performance of this Agreement.
2. Customer will also cooperate with Vendor in establishing login and authentication control mechanisms for the System.
3. Customer must provide Customer Data. The Customer Data may be delivered through the API or by uploading the file on the Vendor Workbench.

### 3. Documentation.
Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the Services.

### 4. Service Suspensions.
Vendor may reasonably suspend Customer’s access to the Services.

### 5. Support.
Vendor will provide support to Customer for the Services in accordance with the SLA.

### 6. Service Revisions.
Vendor may revise the features and functions of the Services at any time.

### 7. Primary Contact.
Customer shall designate a Point of Contact for reporting any issue in connection with the Services or the Agreement.

## 3. PAYMENT.

1. **Subscription Fees.** Customer shall pay Vendor the fee set forth in the SOW (the “Subscription Fee”).
2. **Taxes.** Amounts due under this Agreement are payable to Vendor without deduction and are net of any tax.
3. **Late Payments.** The Customer shall reimburse Vendor for all reasonable costs incurred by Vendor in collecting any late payment.

## 4. CUSTOMER DATA & PRIVACY.

1. **Risk of Exposure and Data Security.** Customer recognizes and agrees that hosting data online involves risks.
2. **Data Accuracy.** Vendor will have no responsibility or liability for the accuracy of data uploaded by Customer.
3. **Derived and Usage Data.** Vendor shall be the owner of any Derived Data and Usage Data.

## 5. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS.

1. **Acceptable Use.** Customer shall not allow third parties to use the Services for service bureau or time-sharing purposes.
2. **Restrictions.** Customer is prohibited from using the Services as a factor in establishing a person’s eligibility for credit, insurance, employment, or another purpose.
3. **Unauthorized Access.** Customer shall take reasonable steps to prevent unauthorized access to the Services.
4. **Compliance with Laws.** In its use of the Services, Customer shall comply with all applicable laws.
5. **User Access.** Customer is responsible and liable for Users’ use of the Services.

## 6. IP & FEEDBACK.

1. **IP Rights to the Services and Customer’s Feedback.** Vendor alone retains all right, title, and interest in and to the Services.
2. **License to Use the Services.** Vendor grants Customer a limited, non-exclusive license to use the Services.
3. **Rights to Customer Data.** Customer and its licensors shall have and retain all right, title, and interest in and to Customer Data.
4. **License to Use Customer Data.** Customer grants Vendor a limited license to use, view, copy, reformat, distribute, display and analyze the Customer Data.
5. **Fraud Consortium.** Customer grants Vendor a license to use Customer Data for alerting other customers of the Fraud Consortium.
6. **License to Generate and Use De-Identified & Aggregated Data.** Customer agrees that Vendor may use and modify Customer Data to generate De-Identified and Aggregated Data.
7. **Customer Marks; Marketing.** Customer grants Vendor a license to use Customer Marks.

## 7. CONFIDENTIAL INFORMATION.

1. **Definition.** “Confidential Information” refers to any confidential information shared by one Party with the other.
2. **Nondisclosure.** Neither Party will disclose any Confidential Information to any third party.
3. **Use of Confidential Information.** Either Party may disclose Confidential Information as required by applicable law.
4. **Injunction.** The Parties agree that a breach of this Article would cause irreparable injury.
5. **Termination & Return.** Upon termination of this Agreement, the Parties shall return or destroy all copies of Confidential Information.
6. **Exception & Immunity.** Pursuant to the Defend Trade Secrets Act of 2016.

## 8. REPRESENTATIONS & WARRANTIES.

1. **From Vendor.** Vendor represents and warrants it has the full right to perform its obligations under this Agreement.
2. **From Customer.** Customer represents and warrants it has the full right to perform its obligations under this Agreement.
3. **Warranty Disclaimers.** CUSTOMER ACCEPTS THE SERVICES “AS IS” AND AS AVAILABLE.

## 9. INDEMNIFICATION.

1. Customer shall defend, indemnify, and hold harmless Vendor against any third party claim.
2. Vendor shall defend, indemnify, and hold harmless Customer against third party claims related to infringement of intellectual property rights.

## 10. LIMITATION OF LIABILITY.

1. **Dollar Cap.** VENDOR’S CUMULATIVE LIABILITY WILL NOT EXCEED U.S. DOLLARS ONE HUNDRED THOUSAND ($100,000).
2. **Excluded Damages.** Vendor will not be liable for lost profits or consequential, indirect, special, incidental, or punitive damages.
3. **Clarifications & Disclaimers.** The liabilities limited by this Article apply to all forms of action.

## 11. Term & Termination.

1. **Term.** Subject to earlier termination, the Term of this Agreement shall be specified in the SOW.
2. **Termination for Cause.** Either Party may terminate this Agreement for material breach.
3. **Effects of Termination.** Customer shall cease all use of the Services upon termination.
4. **Survival.** Certain provisions will survive termination or expiration of this Agreement.
5. **Migration Services.** Vendor shall provide assistance in migrating Customer Data upon customer request prior to termination.

## 12. MISCELLANEOUS.

1. **Independent Contractors.** The Parties are independent contractors.
2. **Notices.** All notices under this Agreement will be in writing.
3. **Force Majeure.** No delay will constitute a breach of this Agreement due to causes beyond control.
4. **Assignment & Successors.** Neither Party may assign rights without consent.
5. **Severability.** If a provision is held to be invalid, the remaining provisions will continue in effect.
6. **No Waiver.** No waiver of any rights under this Agreement will occur except in writing.
7. **Choice of Law & Jurisdiction.** This Agreement will be governed by California law.
8. **Conflicts.** In the event of any conflict, this Agreement will govern.
9. **Technology Export.** Customer shall comply with all applicable U.S. laws and regulations.
10. **Entire Agreement.** This Agreement sets forth the entire agreement of the parties.
11. **Amendment.** This Agreement may be amended only in writing.