MASTER SAAS SUBSCRIPTION AGREEMENT

 Last Updated: January 3, 2025

This Master SaaS Subscription Agreement (“Agreement”) is between eFraud Services Inc., a corporation (“eFraud Services” or “Provider”) and the entity accepting the terms of this Agreement (“Client” “You” or “Your”) and governs Client’s access to and use of the Services and Provider’s provision of the Services. This Agreement is effective on the date of Client’s acceptance of this Agreement (the “Effective Date”). CLIENT ACCEPTS THIS AGREEMENT BY: (1) SELECTING A PRICE LEVEL ON OUR WEBSITE AS DEFINED IN PARAGRAPHS 2.1 AND  5; (2) MAKING PAYMENT INFORMATION; OR (3) ACCESSING THE SERVICES.

BY EXECUTING THIS AGREEMENT, THE CLIENT AGREES TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT AND THE CLIENT IS PERMITTED TO PROCEED TO ACCESS THE SERVICES. IF A CLIENT DOES NOT AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, PROVIDER IS UNWILLING TO GRANT THE CLIENT ANY RIGHTS TO USE THE SERVICES, AND CLIENT MUST STOP INSTALLING AND ACCESSING THE SERVICES.

By using Provider’s Services, you accept and agree to be bound and abide by our Privacy Policy incorporated herein by reference (“Privacy Policy“) available at Privacy Policy. If you do not want to agree to Our Privacy Policy, you must not access or use Provider’s Services.

1. Definitions.

1.1 “Agreement” means, collectively, this Provider SaaS Subscription Agreement agreed to by the parties, as well as any attached or referenced exhibits or schedules, and amendments to this Agreement, each of which is incorporated into the Agreement by this reference.

1.2 “Client” means the company, organization, other entity, or individual on behalf of which this Agreement is accepted, as described above.

1.3 “Client Data” means all electronic data or information submitted, uploaded, imported, processed through, collected from, made available by, produced by or resulting from Client and its authorized users’ use of the Services during the Term to or through the Provider’s Services for processing, and the outputs and modifications to that data obtained from such processing. All Client Data, consisting of bank statements and other financial documents, has been designed, created and provided solely by third parties such as clients, lawyers or financial institutions without the participation or involvement of Provider. Client is primarily responsible for the Client Data, and for all activity in its Services accounts that is authorized by Client or results from Client’s acts or omissions. The client shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Client Data entered or inputted into the Services. Provider assumes no responsibility for the accuracy, ownership, or usefulness to the Client of the Client Data. Client Data does not include Usage Data or Aggregated Data.

1.4 “Provider” means eFraud Services Inc., 2430 Vanderbilt Beach Rd Ste 108-251, Naples, FL 34109.

1.5 “Services” means Provider’s hosted SaaS application (“SaaS Application” or “eFraud Investigator”) accessible by Authorized Users and Administrative Users solely for the internal business operations of Client during the Term as ordered by Client on Provider’s website, which includes new features, functionality, enhancements, upgrades, error corrections and bug fixes to the Services that Provider makes generally available for no additional charge to Clients. The SaaS Application is a proprietary software-as-a-service application accessible over the Internet application that enables the extraction of all data from any bank statement and other financial documents and organizes it for analysis for financial fraud investigations and other users.

1.6 “Software” shall mean all the underlying Software used to build or create the Services.

1.7 “Subscription Term(s)” means the subscription period(s) specified in Paragraphs 6.1 in this Agreement during which Authorized Users may use the Services, subject to the terms of the Agreement.

1.8 “Usage Data” means any content, data, or information that is collected about how our Clients use the Services.

1.9 “Users” means Client’s employees, independent contractors, and other individuals who are authorized by Client to use the Services on behalf of Client. Under the rights granted to Client under this Agreement, Client may permit its and its Affiliates’ independent contractors and employees to become Users in order to access and use the Services in accordance with this Agreement and consistent with the relevant access rights granted by Client; provided that Client will be liable for the acts and omissions of all Client Affiliates and Users to the extent any of such acts or omissions, if performed by Client, would constitute a breach of, or otherwise give rise to liability to Client under, this Agreement. Client shall not, and shall not permit any User to, use the Services, Software or Documentation except as expressly permitted under this Agreement. Client is responsible for Users’ compliance with this Agreement. Users who are designated by Client to have administrative rights to Client’s account for the Services are responsible for the creation of new User accounts. Client shall take and shall ensure that its Users take commercially reasonable efforts to maintain the confidentiality of all User log-in account credentials (“User IDs”) and shall immediately notify Provider of any unauthorized use of User IDs or any other breach of security relating to the Services known to Client. Client acknowledges that certain tiers of Users will have different access and use rights to the Services consistent with the access rights described in the Documentation.

1. PROVISION OF THE SERVICES.

2.1 Services; Access Right. Provider shall host and make the Services available to Client during the Subscription Term(s) as described on Provider’s website Pricing Page. The Services include the features and functionality applicable to the Services as ordered by Client. Provider shall host the Services and may update the content, functionality, and user interface of the Services from time to time in its sole discretion. Some features and functionality may be available only with certain versions or editions of the Services, or subject to additional fees or additional provisions.

2.1.2 Provider shall also:

• Provide standard updates and general enhancements to the Software at no additional charge
• Ensure that the Services employs Transport Layer Security (TLS) version 1.2 or higher for securing data in transit between the Services and the Client’s systems. However, the Provider shall not be responsible for the security of the Client’s local systems, networks, or any other infrastructure used by the Client to access or view data from the Services.
• Maintain sufficient resources, including personnel and infrastructure, to support the Services and ensure its proper functioning.

2.2 Access and Usage Restrictions. Client has a non-exclusive, non-sublicensable, non-transferable (except as specifically permitted in this Agreement) right to access and use the Services under this Agreement during the applicable Subscription Term, solely for Client’s internal business purposes relating to the processing of Client Data subject to the limitations stated on Provider’s website, Pricing Page. Unless otherwise specifically permitted in this Agreement, Client shall not (a) sublicense, sell, transfer, assign, distribute or otherwise grant or enable access to the Services in a manner that allows access or use of the Services by an individual who is not an Authorized User, or to commercially exploit the Services; (b) copy, modify or create derivative works based on the Services (for the sake of clarity, inputting Client Data is not considered a creation of a derivative work); (c) reverse engineer or decompile the Services (except to the extent permitted by applicable law and only if Provider fails to provide permitted interface information within a reasonable period of time after Client’s written request); (d) copy any features, functions or graphics of the Services; (e) access or use the Services except as expressly permitted under this Agreement; or (f) access or use the Services (i) to send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights; (ii) in violation of applicable laws; (iii) to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, or agents; (iv) in a manner that interferes with or disrupts the integrity or performance of the Provider’s Service (or the data contained in the Services); or (v) to gain unauthorized access to the Services (including unauthorized features and functionality) or its related systems or networks.

2.3 Security and Integrity of Client Data. Client acknowledges that it retains administrative control over to whom it grants access to the Client Data hosted in the Services. Nonetheless, during the Subscription Term, Provider shall maintain reasonable administrative and technical safeguards designed for the physical protection, confidentiality, and integrity of Client Data. Provider will not use Client Data except to provide the Services, or to prevent or address service or technical problems, as permitted in this Agreement or as instructed by Client.

2.4 Third-Party Integrated Services and Sub-Processor Services. Third-Party Integrated Services and Sub-Processor Services are third-party products or services that are provided and managed by third-party providers and interoperate with the Services. Client consents to Third-Party Integrated Services and Sub-Processor Services being integrated with the Services. The provider does not provide any warranties or guarantees in its use of Third-Party Integrated Services and Sub-Processor Services that interoperate with the Services. See Addendum 1 for a list of Sub-Processors and Third-Party Integrators.

1. CLIENT RESPONSIBILITIES

Client has exclusive control and responsibility for determining what data and content Client’s authorized users, employees, third-party users, and third parties submit into the Services and for obtaining all necessary consents and permissions for submission of Client Data and processing instructions to Provider. Client is further responsible for the quality and legality of all Client Data, and for the acts and omissions of Authorized Users and employees in accessing and using the Services. Client shall use reasonable measures to prevent, and shall promptly notify Provider of, any known or suspected unauthorized use of the Services or Authorized User access credentials.

1. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP.

4.1 Client Data. Client owns all rights, title, and interest in Client Data, including all intellectual property rights therein.

4.2 Client Data License Grant. Client hereby grants to Provider and its authorized representatives, a non-exclusive, worldwide, non-transferable license to use the Client Data for the limited purpose of performing the Services for Client and fulfilling its obligations and exercising its rights under this Agreement.

4.3 The Services. Client agrees that all rights, title, and interest in and to all intellectual property rights in the Services and Documentation (including without limitation (i) the software code and source code (collectively, the “Software”) created and used to provide the Services; (ii) all Usage Data owned by Provider that Client might have access to in its use of the Services are protected under copyright, trademark and other laws and are retained and owned exclusively by Provider or its licensors. Provider and its licensors retain full ownership of all rights, title, and interest to all other intellectual property rights in and to the Services, including without limitation the Documentation, Software, APIs, customizations, and enhancements utilized by or developed by Provider in performing its obligations under this Agreement.

4.4 Usage Data. Provider maintains ownership of all rights, title, and interest in and to the Usage Data. Provider is permitted to use Usage Data in the performance of its obligations under this Agreement and for any other lawful business purposes.

1. BILLING AND PAYMENT.

Client can choose daily (“Pay-as-you-go”), monthly (“Monthly subscription”) or yearly (“Annual pre-pay”) subscription fee plans. Client is responsible to pay Provider the then applicable fees described in accordance with the terms (“Pricing Page”) set forth on Provider’s website Pricing Page.

5.1 Client can choose a payment plan from the Pricing page. All Client billing is based on usage, the number of pages uploaded and processed during the subscription period. The plans are:

5.1.1 Pay-as-you-go. Client will be charged a fee at the end of daily use

5.2    Monthly subscription. Client will be charged a recurring monthly fee at the beginning of a monthly subscription.

5.3    Annual prepay. Client will pay for an estimated number of pages in advance.

For monthly and annual plans, unused pages are rolled over as long as the subscription is active. At the termination of the subscription, unused pages are forfeited

6 Term and Termination

6.1 Term; Renewals. Our subscription plans’ billing frequency/term is daily, monthly or yearly. Monthly subscription terms renew on the same day of the month as the subscription starts (the “Monthly Term”). Annual subscriptions renew one year from the Effective Date (the “Yearly Term”). You must provide ten (10) days’ notice to terminate the agreement if you choose the monthly term subscription plan. The one (1) year annual terms shall automatically renew unless either party gives the other written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

6.2.1 Termination for Convenience. Either party can terminate this agreement for convenience by providing thirty (30) days’ notice, in accordance with the Terms. Client understands and agrees that Provider shall offer no refunds.

6.2.2 Termination for Cause. This Agreement shall terminate upon any breach of the Terms by You or Your Authorized Users, in accordance with the Terms.

6.2.3 Effect of Termination. Upon termination, (i) you shall cease any and all use of the Services and You shall relinquish to Us or destroy any and all parts of the Services in Your control, and (ii) all rights, licenses, consents and authorizations granted by Us to You will immediately terminate. The termination of this Agreement shall not limit Our rights or remedies at law or in equity.

6.2.4 Suspension of Services. We may suspend delivery of the Services, without liability, if: (i) You fail to pay any amounts due hereunder to Us, and nonpayment continues for more than thirty (30) days from when notice is given to You by Us, (ii) We reasonably believe that the Services are being used in violation of this Agreement, (iii) You do not cooperate with Our reasonable investigation of any suspected violation of this Agreement, or (iv) required by law. We shall use commercially reasonable efforts to give You reasonable notice of a suspension of Services unless immediate suspension is necessary to protect Us or Our Clients from imminent significant operational or security risk.

 6.2.5 Treatment of Client Data After Expiration or Termination. Client agrees that after termination or expiration of this Agreement, Provider may immediately deactivate Client’s account(s). During the thirty (30) day period after termination or expiration, Provider shall grant a reasonable number of Authorized Users access to the Services for the sole purpose of retrieving any Client Data that it wishes to retain and deleting any remaining Client Data. After the 30-day period, Provider shall delete Client’s account, including remaining Client Data, if any, from the Services unless legally prohibited.

6.3 Effect of Termination; Survival. Upon early termination of this Agreement by Provider under Section 6.2.2, fees relating to the Services applicable to the duration of any applicable Subscription Term shall become immediately due and payable by Client. In addition, upon expiration or termination of this Agreement for any reason: (a) all subscription rights granted under this Agreement, Provider’s obligation to provide the Services, and Client’s right to access or receive the Services, will terminate; (b) Client Data will be available for retrieval and deleted under Section 6.2.5 (“Treatment of Client Data After Expiration or Termination”); and (c) Sections 1 (“Definitions”), the restrictions in Section 2.2 (“Access and Usage Restrictions”) for so long as Client has access to the Services, 3 (“Client Responsibilities”), 4 (“Intellectual Property Rights and Ownership”), 5 (“Billing and Payment”), 6.2.5 (“Treatment of Client Data After Expiration or Termination”), 6.3 (“Effect of Termination; Survival”), 7 (“Representations and Warranties”), 8 (“Indemnification”), 9 (“Limitation of Liability”), 10 (“Confidentiality and Sensitive Data”), and 11 (“General”) will survive.

1. REPRESENTATIONS AND WARRANTIES.

7.1 By Each Party. Each party represents and warrants that it has the power and authority to enter into this Agreement and that its respective provision and use of the Services is in compliance with laws applicable to each party.

7.2 By Provider.

(a) Access to the Services. Provider warrants that the Services will perform materially in accordance with the Documentation and this Agreement. Provider does not warrant that the Services will be completely error-free or uninterrupted. If Client notifies Provider of a reproducible error in the Services that indicates a breach of the foregoing warranty (each, an “Error”) within 30 days after Client experiences such Error, Provider shall, at its own expense and as its sole obligation and Client’s exclusive remedy: (a) use commercially reasonable efforts to correct or provide a workaround for such Error. The warranties set forth in this Section 7.2 do not apply to any Third-party or Sub-Processor offerings, Services or Products or cover any Error caused by: (i) Client or its Users; (ii) use of the Services in any manner or in any environment inconsistent with its intended purpose; (iii) Client’s hardware or software if modified or repaired in any manner which materially adversely affects the operation or reliability of the Services, or (iv) any equipment, software, or other material utilized by Client in connection with the Services contrary to the Provider’s instructions.

(b) Malicious Code. Provider warrants that, to the best of its knowledge, the Services is free from, and Provider shall not knowingly or intentionally introduce, software viruses, worms, Trojan horses or other code, files, scripts, or agents intended to do harm (“Malicious Code”), provided however, that Provider shall not be in breach of this warranty if Client or any Third-Party or Sub-Processor introduces Malicious Code.

7.3 By Client. Client represents and warrants that it has obtained all necessary consents and permissions from data subjects for the submission and processing of client data before submission to the Services.

7.4 WARRANTY DISCLAIMERS. EXCEPT AS WARRANTED IN THIS SECTION 7, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WHEN PROVIDER IDENTIFIES A VERSION OF THE SERVICES OR OTHER TECHNOLOGY AS BETA, PILOT, TRIAL, LIMITED RELEASE, PRE-RELEASE, EVALUATION, NON-PRODUCTION OR SIMILAR DESIGNATION, THAT VERSION IS PROVIDED “AS IS,” EXCLUSIVE OF ANY AND ALL WARRANTIES, IS NOT SUPPORTED, AND IS NOT SUBJECT TO ANY AVAILABILITY OR SECURITY OBLIGATIONS, AND PROVIDER MAY TERMINATE OR DISCONTINUE THAT VERSION AT ANY TIME WITHOUT LIABILITY.  PROVIDER IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY RELATED TO DELAYS, DELIVERY FAILURES, INTERCEPTION, ALTERATION OR OTHER DAMAGE RESULTING FROM PROBLEMS INHERENT IN THE USE OF THE INTERNET, MOBILE AND PERSONAL COMPUTING DEVICES, AND TRANSMISSION OF ELECTRONIC COMMUNICATIONS OVER THE INTERNET OR OTHER NETWORKS OUTSIDE OF ITS CONTROL.

7.5. Disclaimer – Client Data. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT ACKNOWLEDGES THAT PROVIDER IS NOT RESPONSIBLE FOR THE INTEGRITY OF THE CLIENT DATA PROCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION, ITS COMPLETENESS, ACCURACY, VALIDITY, AUTHORIZATION FOR PROCESSING AND INTEGRITY OVER TIME AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OF SUCH CLIENT DATA.

7.6. Disclaimer – Third-Party Integrated Services and Sub-Processor Integrated Services. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT ACKNOWLEDGES THAT PROVIDER IS NOT RESPONSIBLE FOR THE USE OF ANY THIRD-PARTY PRODUCTS, THIRD-PARTY INTEGRATED SERVICES, AND SUB-PROCESSOR INTEGRATED SERVICES, THAT INTEROPERATE WITH THE SERVICES.

7.7 Disclaimer – Account Credentials. CLIENT IS RESPONSIBLE FOR ENSURING THAT USERS ARE KEEPING THEIR CREDENTIALS TO ACCESS THEIR ACCOUNTS CONFIDENTIAL AND SECURED, INCLUDING BY FOLLOWING INFORMATION SECURITY BEST PRACTICES REGARDING PASSWORDS. IF ACCOUNTS ARE COMPROMISED AS A RESULT OF USERS’ NEGLIGENCE, PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES RESULTING FROM THIS NEGLIGENCE.

7.8 You further agree that Provider does not warrant or guarantee any product information presented on the website or within the Services.

1. INDEMNIFICATION.

8.1 Provider Indemnification. Provider shall defend, indemnify and hold Client harmless from and against any damages and costs (including reasonable attorneys’ fees and costs incurred by Client) finally awarded against Client (or, subject to Section 8.3, the amount of any settlement Provider enters into) resulting from any claim, demand, suit or proceeding from an unaffiliated Third-Party (“Claim”) specifically alleging that the Services directly infringes or misappropriates a valid copyright, trademark, or trade secret of a Third-Party. Provider shall have no indemnification obligation for Claims to the extent arising from: (a) Client’s or any Authorized User’s use of the Services other than as permitted under this Agreement; (b) the combination of the Services developed by Provider with any Client Data or with any Client or Third-Party products, services, hardware, data, content, or business processes; or (c) from the modification of the Services by any party other than Provider or Provider’s agents, or modification by Provider or Provider’s agents based on Client instructions. The foregoing is Provider’s exclusive obligation for infringement claims. If Provider becomes aware of a Claim alleging infringement or misappropriation, or Provider reasonably believes such a Claim will occur, Provider may, at its sole option: (i) obtain for Client the right to continue use of the Services; (ii) replace or modify the Services so that it is no longer infringing; or, (iii) if neither (i) nor (ii) is reasonably available to Provider, terminate the Services, in which case Provider’s sole liability (in addition to the indemnification obligations set out in this Section 8.1) is to refund to Client a prorated amount of prepaid fees for the Services applicable to the remaining period (from the date Provider is notified of the infringement claim by Client) in the then-current Subscription Term.

8.2 Client Indemnification. Client shall defend, any claim, suit, or action against eFraud Services brought by a Third-Party to the extent that such claim, suit, or action is based upon (i) Provider’s use of any Client Data in accordance with this Agreement, (ii) Client’s use of any Client Data, (iii) Client and its users’ use of the Services, (iv) any gross negligence or willful misconduct by Client in the performance of this Agreement, (v) Client’s breach or alleged breach of this Agreement (vi) any claim that Client’s confidential information infringes the intellectual property rights of any third parties, or (vii) Client’s failure to obtain consents and permissions from data subjects for the submission and processing of personal data, Client data and Content in the Services (the “Claim”) and Client shall indemnify and hold Provider harmless, from and against Losses that are specifically attributable to such Claim or those costs and damages agreed to in a settlement of such Claim. The foregoing obligations are conditioned on Provider: (a) promptly notifying Client in writing of such eFraud Services Claim; (b) giving Client sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at Client’s request and expense, assisting in such defense. Notwithstanding the foregoing, Client will have no obligation under this Section 8.2 or otherwise with respect to any Claim to the extent based upon Provider’s use of the Client Data in violation of this Agreement.

8.3 Indemnity Process. Each party’s indemnification obligations are conditioned on the indemnified party: (a) promptly giving written notice of the Claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the Claim; and (c) providing to the indemnifying party all available information and assistance resulting from the Claim, at the indemnifying party’s request and expense. The indemnified party may participate in the defense of the Claim, at the indemnified party’s sole expense (not subject to reimbursement). Neither party may settle any claim that includes a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought without that party’s prior written consent. Neither party may admit liability for or consent to any judgment or concede or settle or compromise any Claim unless that admission or concession or settlement or compromise includes a full and unconditional release of the other party from all liabilities in respect of the Claim.

9. LIMITATION OF LIABILITY.

9.1 CLIENT ASSUMES THE ENTIRE COST OF ANY DAMAGES RESULTING FROM CLIENT’S USE OF THE SERVICES, THE INFORMATION CONTAINED IN OR COMPILED BY THE SERVICES, THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY PROVIDER OR A THIRD PARTY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL PROVIDER OR ITS SUPPLIERS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, DIRECT, EXEMPLARY, INDIRECT, RELIANCE, LIQUIDATED, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT  LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, REVENUE OR SAVINGS, BUSINESS INTERRUPTION,  BUSINESS  OPPORTUNITIES,  LOSS  OR CORRUPTION OF BUSINESS INFORMATION OR ANY PERSONAL OR CLIENT DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION, IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS, BODILY HARM, EMOTIONAL DISTRESS OR LOSS OF LIFE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE PROVIDER’S SERVICES, OR THE INCOMPATIBILITY OF PROVIDER’S SERVICES WITH  ANY  HARDWARE, SOFTWARE OR USAGE REGARDLESS OF THE LEGAL THEORY  UNDER  WHICH  SUCH DAMAGES ARE SOUGHT, AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.

TO THE EXTENT PERMITTED BY LAW, THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, OR SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION OR ARBITRATOR AND PROVIDER BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, PROVIDER’S TOTAL LIABILITY TO CLIENT OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE FEES PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES WHETHER IN CONTRACT, TORT OR OTHERWISE.

eFraud Services is not responsible nor has any liability if you suffer any damages of any kind from your use of the billing products and services incorporated into the eFraud Services offered by Maxio, Strip or GoCardless. You are subject to the terms and conditions and privacy policies of these companies:

Maxio: https://www.maxio.com/privacy-policy, https://www.maxio.com/terms-and-conditions

Stripe:  https://stripe.com/privacy

9.2 Conditions. The exclusions and limits in this “Limitation of Liability” section reflect the parties’ allocation of risk and will apply under any legal theory (including, without limitation, contract or tort), even where a party was aware of the possibility of such damages, the damages were foreseeable, and/or any remedies hereunder fail of their essential purpose. Such exclusions and limits will not apply to the extent they are prohibited by law.

9.3 Client assumes the entire cost of any damages it may incur or suffer of any kind resulting from Client’s use of any Third-Party Products, Third-Party Integrated Services, and Third-Party Subprocessor Services that interoperate with the Services.

9.4 Limitations Fair and Reasonable. EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY STATED IN THIS SECTION 9 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES UNDER THIS AGREEMENT, AND THAT IN THE ABSENCE OF THOSE LIMITATIONS OF LIABILITY, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SIGNIFICANTLY DIFFERENT.

10. CONFIDENTIALITY AND SENSITIVE DATA.

10.1 Confidentiality. “Confidential Information” means this Agreement, the Services, Provider pricing information, Provider technical information, Client Data and any other information disclosed by one party (“Discloser”) to the other (“Recipient”) related to the provision or use of the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient may use Discloser’s Confidential Information solely to perform Recipient’s obligations or exercise its rights under this Agreement. Recipient will not disclose, or permit to be disclosed, Discloser’s Confidential Information to any Third-Party without Discloser’s prior written consent, except that Recipient may disclose Discloser’s Confidential Information solely to Recipient’s employees and subcontractors who have a need to know and who are bound in writing to keep that information confidential under confidentiality requirements consistent with this Agreement. Recipient agrees to exercise due care in protecting Discloser’s Confidential Information from unauthorized use and disclosure, and at a minimum will use at least the degree of care a reasonable person would use. The foregoing will not apply to any information that: (a) was in the public domain at the time it was communicated to the Recipient by the Discloser; (b) entered the public domain after the time it was communicated to the Recipient by the Discloser through no fault of the Recipient; (c) was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient by the Discloser; (d) was rightfully communicated to the Recipient free of any obligation of confidence after the time it was communicated to the Recipient by the Discloser; (e) was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the Discloser; or (f) is expressly permitted to be disclosed under the terms of this Agreement.

10.2 Compelled Disclosure. The Recipient shall not be in violation of Section 10.1 for a disclosure that was in response to a valid order by a court or other governmental body, as long as the Recipient provides the Discloser with prior written notice of the disclosure to permit the Discloser to seek confidential treatment of that information.

11. GENERAL.

11.1 Notices. Notices to a party will be sent by email to an individual who has the authority and can bind each company.

If to eFraud Services Inc.:

Barbara Steinberg, CEO

barbara@efraudservices.com

If to Customer:

The Executive Director of the Client company, organization or agency.

11.2 Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld) except as provided in this Section 11.2.

11.3 Governing Law.  By using the Provider’s Website or Services, you agree that the laws of the State of Florida without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Provider.

11.4 Disputes/Arbitration.

ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF PROVIDER’S WEBSITE OR SERVICES SHALL BE SUBMITTED TO CONFIDENTIAL BINDING ARBITRATION IN COLLIER COUNTY, FLORIDA, EXCEPT FOR INTELLECTUAL PROPERTY CLAIMS BROUGHT BY EITHER PARTY (WHICH FOR PURPOSES OF THIS SECTION DO NOT INCLUDE PRIVACY AND PUBLICITY CLAIMS) AND CLAIMS THAT MAY BE BROUGHT IN SMALL-CLAIMS COURT.

CONFIDENTIAL ARBITRATION UNDER THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY UNDER THE COMMERCIAL ARBITRATION RULES THEN PREVAILING OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA’S CONSUMER RULES”), EXCLUDING ANY RULES AND PROCEDURES GOVERNING OR PERMITTING CLASS OR REPRESENTATIVE ACTIONS. THE RULES ARE AVAILABLE AT THE AMERICAN ARBITRATION ASSOCIATION’S WEBSITE.

YOU AND EFRAUD SERVICES AGREE TO EXPRESSLY WAIVE ANY RIGHTS TO FILE CLASS OR REPRESENTATIVE ACTIONS OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS IN ANY JURISDICTION OR FORUM.

THE ARBITRATOR SHALL APPLY FLORIDA LAW, AND THE ARBITRATOR’S AWARD SHALL BE BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THERE SHALL BE NO APPEAL FROM ANY AWARD OF THE ARBITRATOR. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION UNDER THIS AGREEMENT SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. IF ANY PART OF THIS ARBITRATION PROVISION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL, THE REST OF THIS PROVISION SHALL REMAIN IN EFFECT.

IF THE ENTIRE ARBITRATION PROVISION IS FOUND TO BE INVALID OR UNENFORCEABLE, THEN THE PARTIES CONSENT TO PERSONAL JURISDICTION AND EXCLUSIVE VENUE IN THE STATE COURT LOCATED IN COLLIER COUNTY, FLORIDA.

11.5 Restrictions. You must comply with all applicable foreign, federal, state, provincial, and local laws, including privacy, data protection and access to information laws, when using the Services.

11.6 Export Laws. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Client represents that it is not named on any U.S. government denied party list and shall not make the Services available to any user or entity that is located in a country that is subject to a U.S. government embargo, or is listed on any U.S. government list of prohibited or restricted parties.

11.7 Remedies. Unless stated otherwise in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Where Client controls any Affiliate, Provider is entitled to remedies from Client for the obligations and liabilities of Affiliates who subscribe to a payment plan under this Agreement.

11.8 Independent Contractors. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between Client and Provider as a result of this Agreement or use of the Services or Professional Services.

11.9 U.S. Government End Users. If Client is a branch agency or instrumentality of the United States Government, the following provision applies. If Client is the U.S. Federal Government, Provider provides the Services, including related software and technology, under the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary access right and license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).

11.10 Waiver; Modification. The failure of a party to enforce any right or provision in this Agreement will not constitute a waiver of that right or provision unless the waiver is in writing signed by the waiving party. No modification hereof will be effective unless in writing and signed by both parties.

11.11 Severability. If any provision of this Agreement is unenforceable, that provision will be changed and interpreted to accomplish the objectives of that provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Section 10 (“Limitation of Liability”) will remain in effect notwithstanding the unenforceability of any provision in Section 8 (“Representations and Warranties”).

11.12 Entire Agreement; Execution. This Agreement (including the Exhibits hereto) constitutes the entire understanding and agreement between the parties with respect to the subject matter addressed herein and supersedes any and all prior or contemporaneous oral or written communications with respect to such subject matter. In the event of a conflict between the foregoing terms and conditions and any Exhibits to this Agreement, the foregoing terms and conditions will control. No modification, termination or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by an authorized officer of the relevant Party(ies). A party does not waive its rights under this agreement by granting an extension or forbearance to another party.

 11.13 Force Majeure. Neither party will be liable to the other for a failure or delay in its performance of any of its obligations under this Agreement (except for the payment of amounts due hereunder) to the extent that such failure or delay is caused by circumstances beyond its reasonable control or by events such as fire, riot, flood, labor disputes, natural disaster, regulatory action, internet or telecommunications failures, terrorist acts, or other causes beyond such party’s reasonable control, provided that the non-performing party gives notice of such condition and continues or resumes its performance of such affected obligation to the maximum extent  and as soon as reasonably possible.

11.14 No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any Third-Party.  Only the parties to this Agreement may enforce it.

Addendum 1

eFraud Services uses the following Sub-Processors and Third-party Integrated Services: