LOANBRIDGE HOLDINGS, INC.

SERVICES TERMS AND CONDITIONS

These Loanbridge Holdings, Inc. Services Terms and Conditions (these “Terms”)[ dated as of user’s acceptance of the same (the “Effective Date”)] are entered into between Loanbridge Holdings, Inc., a Delaware corporation (“Loanbridge”), and the customer set forth in the Order (defined below) (“Customer”). These Terms include, and incorporate by this reference, (a) any ordering document between Loanbridge and Customer referencing these Terms, if any (an “Order” and together with these Terms, the “Agreement”) and (b) all amendments and addenda to the Agreement. Loanbridge and Customer are sometimes referred to collectively as the “Parties” and individually as a “Party”.

Loanbridge and Customer agree as follows:

  1. Definitions. Capitalized words used but not defined in this Agreement have the following meanings:

“Account” means a single user electronic account on the Loanbridge Platform permitting Customer or Authorized Users to access and use the Services.

“Confidential Information” means any information that is proprietary or confidential to the Discloser or that the Discloser is obligated to keep confidential (e.g., pursuant to a contractual or other obligation owing to a third party). Confidential Information may be of a technical, business or other nature, including, but not limited to, information which relates to the Discloser’s technology, research, development, products, services, pricing of products and services, employees, contractors, marketing plans, finances, contracts, legal affairs, business affairs, or Intellectual Property Rights. Confidential Information includes “Customer Data” as defined below.

“Customer Data” means, except for Feedback, any data, content or information provided by Customer or any Authorized User to Loanbridge including, for the avoidance of doubt, the vehicle identification number (“VIN”) of any Identified Vehicle. This includes sensitive, confidential, or Personal Information that is transmitted by, processed in some way, or stored in electronic media.

“Customer Software” means the applications or software owned (or licensed), used and hosted by Customer to access and use the Services.

“Documentation” means the documentation relating to the Services furnished or made available by Loanbridge to Customer from time to time.

 “Feedback” means information and feedback (including, without limitation, questions, comments, suggestions, or the like), whether given through the functionality of the Services or otherwise, regarding the performance, accuracy, features, functionality and overall Customer experience of or with the Services. Feedback also includes additional fields requested by Customer to be included in the Results.

“Identified Vehicle” means any vehicle which Customer is attempting to identify or locate through use of the Services.

“Intellectual Property Rights” means any patent, copyright, trademark, service mark, trade name, trade secret, know-how, moral right or other intellectual property right under the laws of any jurisdiction, whether registered, unregistered, statutory, common law or otherwise.

“IP Dispute” means any dispute, cause of action, claim, or controversy relating to Customer’s or Loanbridge’s Intellectual Property Rights.

“Loanbridge APIs” means the application programming interfaces, specifications, instructions and other documentation and materials made available by Loanbridge to Customer from time to time to provide the third-party source information (“Source Data”) needed to enable Customers to access and use the Services.

 “Loanbridge Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Loanbridge and its affiliates.

“Loanbridge Parties” means Loanbridge and its affiliates, independent contractors and service providers, and each of their respective members, directors, officers, employees and agents.

“Loanbridge Servers” means the Loanbridge Internet servers and networks used in the performance of the Services.

“Loanbridge Platform” means the software as a service tool provided by Loanbridge under the Agreement (if ordered by Customer through an Order) to search, produce, access, view, and monitor the Results, along with any improvements, updates, bug fixes or upgrades thereto.

“Personal Information” has the meaning granted to it under § 1798.140(v) of the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq (“CCPA”). All Personal Information qualifies as “Confidential Information” as defined herein.    

“Results” means the data resulting from Customer’s use of the Services, which may include: (a) location and contact information for the facility where the Identified Vehicle is being stored or held; (b) a case number related to the removal or towing of the Identified Vehicle; (c) information relating to why the Identified Vehicle was towed or stored; and (d) any other information returned by the Loanbridge Platform based on the Customer Data submitted thereto, and other reports or data analyses relating to same.

“Services” means (a) the Loanbridge Platform, (b) the Loanbridge APIs; (c) the Results; and/or (d) any other professional services to which the Parties may agree in an Order.

“Unauthorized Use” means any use, reproduction, modification, distribution, disposition, possession, examination, inspection, viewing, disclosure or other activity involving the Services or Documentation of Loanbridge that is not expressly authorized under the Agreement or otherwise in writing by Loanbridge.

  1. Access to the Services; Restrictions
  1. Access to the Services. Subject to Customer’s compliance with the Agreement, Loanbridge hereby grants to Customer a limited, nonexclusive, nontransferable, nonsublicensable, revocable right during the Services Term to: (a) access and use the Services specified in an Order solely for Customer’s internal business operations; (b) access the Loanbridge Servers solely for the purpose of receiving the Services and send and receive Customer Data to and from the Loanbridge Servers for such purpose; and (c) if Customer has ordered the Loanbridge Platform through an Order, invite and enable up to the additional number of Customer’s employees or other designees specified in such Order (“Authorized Users”) to create an Account and access and use the Loanbridge Platform solely for or on behalf of Customer for Customer’s internal business operations. The rights granted in the foregoing clauses may not be sublicensed without Loanbridge’s prior written consent. Customer is responsible for all Authorized Users’ compliance with the Agreement.
  2. Service Plans.
  1. Loanbridge makes available the Services through paid plans (“Paid Plans”) [and trial plans (“Trial Plans”)]. Current plans are described at https://www.loanbridge.ai/product and Customer’s specific plan will be identified in the Order. Customer’s permitted scope of use (such as features available, permitted number of Authorized Users and other usage limits) depends on the plan that Customer selects and will be specified on the applicable Order.
  2. Paid Plans are provided for the Services Term designated on the applicable Order and, unless otherwise specified on the Order, each Services Term will automatically renew for the same period as the then-current Services Term unless either party gives the other written notice of termination at least 30 days prior to expiration of the then-current Services Term (e.g., monthly Paid Plans will automatically roll over month-to-month and annual Paid Plans will automatically renew for additional 12-month periods).
  3. Under Trial Plans, Customer may use the Services solely to determine whether to purchase a Paid Plan, and the Services Term will be 30 days unless otherwise specified in the Order. If Customer does not upgrade from a Trial Plan to a Paid Plan at the end of the Services Term of that Trial Plan, then Customer’s access to the Services may be limited or suspended (to be determined at Loanbridge’s sole discretion) until such time as Customer terminates the Agreement or converts to a Paid Plan.
  4. Trial Plans may not include all features or functionality offered as part of Paid Plans, and Loanbridge reserves the right to add or subtract any features or functionality at any time for such plans. Loanbridge has the right to suspend or terminate a Trial Plan at any time for any reason.
  1. Beta Releases. 
  1. Customer may receive access to a Service (or Service features) as an alpha, beta or early access offering (“Beta Releases”). Loanbridge identifies all Beta Releases as such and any usage by Customer is optional. With respect to any Beta Release that Loanbridge makes available to Customer from time to time, at its sole discretion, Loanbridge grants Customer a non-transferable and non-exclusive license to use the Beta Release solely for Customer’s internal evaluation and to provide Loanbridge with Feedback regarding Customer’s experiences with the installation and operation of the Beta Release, during the period designated by Loanbridge (or if not designated, 30 days). The Beta Release may be subject to additional terms provided by Loanbridge and agreed by Customer. Loanbridge may suspend or terminate Customer’s access to Beta Releases at any time for any reason. Beta Releases may be inoperable, incomplete or include features that Loanbridge may never release, and their features and performance information are Loanbridge’s Confidential Information.
  2. Notwithstanding anything in the Agreement to the contrary, Loanbridge has no obligation to provide support, maintenance, upgrades, modifications, or new releases for a Beta Release. Owing to the experimental nature of the Beta Release, Customer is advised not to rely exclusively on the Beta Release for any reason. CUSTOMER AGREES THAT THE BETA RELEASE AND RELATED DOCUMENTATION ARE BEING DELIVERED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL LOANBRIDGE BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR DAMAGES, DIRECT OR INDIRECT, OF ANY NATURE OR EXPENSES INCURRED BY CUSTOMER IN CONNECTION WITH THE BETA RELEASE. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WILL BE TO TERMINATE ITS USE OF THE BETA RELEASE AND THIS LICENSE BY WRITTEN NOTICE TO LOANBRIDGE.
  1. Restrictions; Limitations.
  1. Except to the extent agreed to by the parties in the Order, Customer’s access and use of the Loanbridge API and API Services is limited to the sole purpose of searching, producing, accessing, viewing and monitoring the Results. Customer may not: (i) use the Services in any manner or for any purpose other than as expressly permitted by the Agreement; (ii) use the Services in violation of any applicable law or regulation; (iii) use the Services outside of the United States; or (iv) submit Personal Information to the Services, except as may be necessary to register, access, and maintain Customer’s and its Authorized Users’ Accounts. Customer’s use of any Services may be subject to any additional terms and conditions or limitations as may be set forth or referenced in the Order. Such limitations may include a limitation or throttle on the number of calls that Customer may make to the Loanbridge APIs or similar usage restrictions. Loanbridge may utilize technical measures to prevent over usage and/or stop usage of the API Services by Customer after any usage limitations are exceeded.
  2. Without limiting the foregoing, the rights granted under this Section 2 do not include or authorize (unless otherwise set forth in an Order):  (i) modifying, disassembling, decompiling, reverse engineering or otherwise making any derivative use of the Loanbridge API or Services or using or accessing the Loanbridge API or Services to build a competitive product or service; (ii) using any data mining, robots or similar data gathering or extraction methods except as provided by the Services; (iii) performing or disclosing any benchmarking or performance testing of the Services; (iv) selling, licensing, renting, leasing, assigning, distributing, displaying, hosting, disclosing, outsourcing or otherwise exploiting the Services; or (v) using the Services other than for their intended use. The rights granted under this Section 2 are conditioned on Customer’s continued compliance with the Agreement (including, without limitation, Authorized Users’ compliance with the Agreement), and may, at Loanbridge’s sole discretion, immediately and automatically terminate if Customer does not comply with any material term or condition of the Agreement.
  3. Customer will treat all Loanbridge APIs as Confidential Information and will be solely responsible for all authorized and unauthorized use of the Services using such Loanbridge APIs. Customer will promptly notify Loanbridge if it discovers or otherwise suspects any security breaches related to the Services, including any unauthorized use or disclosure of the Loanbridge API or any other access credentials of a third party.
  1. Changes to Services; Terms. Loanbridge may change the features, functionality or other aspects of the Services without notice to the Customer, provided that such changes do not materially reduce the functionality of the Services.
  2. Suspension of Services. Notwithstanding Section 6.3 to the contrary, Loanbridge may, in its sole discretion, immediately suspend access to or use of the Services by Customer or any Authorized User if Customer or any Authorized User violates a material restriction or obligation of Customer or Authorized Users in the Agreement, or if, in Loanbridge’s reasonable judgment, the Services or any components thereof are about to suffer a significant threat to security or functionality. Loanbridge may, but is not required to, provide advance notice to Customer of any such suspension based on the nature of the circumstances giving rise to the suspension. Loanbridge will use reasonable efforts to re-establish the affected Services promptly after Loanbridge determines that the situation giving rise to the suspension has been cured. Loanbridge may terminate access to the Services if any of the foregoing causes of suspension are not cured within 30 days after Loanbridge’s initial notice thereof. Any suspension or termination by Loanbridge under this Section 2.6 will not excuse Customer from its obligation to make payment(s) under the Agreement. Any suspension under this Section will remain in effect until the applicable breach, if curable, is cured.
  3. No Unauthorized Warranties. Loanbridge’s warranty obligations to Customer and Authorized Users are limited to those specified in these Terms. Customer will not make or extend on Loanbridge’s behalf any written or oral warranty regarding the Services.
  1. Eligibility; Registration; Data Practices; Loanbridge Responsibilities
  1. Eligibility. Customer represents and warrants that it and all Authorized Users: (a) are not: (i) a resident of any country subject to a United States embargo or other similar United States export restrictions; (ii) on the United States Treasury Department’s list of Specifically Designated Nationals; (iii) on the United States Department of Commerce’s Denied Persons List or Entity List; or (iv) on any other United States export control list; and (b) will only use the Services within the United States.
  2. Registration. Customer and, if applicable, each Authorized User, will need to register for an Account with Loanbridge. Each Authorized User Account may only be used by one person. Customer and, if applicable, each Authorized User that is invited to register for an Account will: (a) provide accurate, current and complete information when creating an Account; (b) maintain and promptly update all Account information; (c) do not share passwords with others and restrict access to the Account and their computer or mobile device; (d) promptly notify Loanbridge if Customer or any Authorized User discovers or otherwise suspects any security breaches related to Customer’s or such Authorized User’s Account; and (e) accept responsibility for all Unauthorized Use and activities that occur under Customer’s or such Authorized User’s Account. Each Account login password should be chosen carefully and not contain any personal or other information that may be easily guessed by anyone else.
  3. Violations. Customer is responsible for all activity that occurs under its and Authorized Users’ Accounts, its and Authorized Users’ compliance with the Agreement and any use, misuse or Unauthorized Use (including by third parties) of Accounts, and Loanbridge reserves the right to terminate the Account of Customer or any Authorized User for any such Unauthorized Use. The acts or omissions of any Authorized User or third party under Customer’s Account (including any Authorized User’s Account) are considered the Customer’s acts or omissions, as applicable.
  4. Loanbridge Responsibilities. Customer acknowledges that Customer Data are hosted and processed on a distributed network owned and maintained by a third-party service provider that is responsible for securing the network. Loanbridge will implement and maintain during the Services Term commercially reasonable administrative, physical and technical safeguards designed to protect Customer Data from unauthorized access, use and disclosure.
  1. Performance of Services
  1. Performance. Loanbridge will use commercially reasonable efforts to provide to Customer the Services that are described in each Order agreed upon by the Parties during the Services Term.
  2. Changes. Either Party may propose changes in the Services to be performed under the Agreement. If any agreed-upon change in the Services or levels of Services causes an increase or decrease in the time required for the performance of any Services or in Loanbridge’s costs to perform any Services, then the schedules for performance of such Services and the compensation payable to Loanbridge will be equitably adjusted. If the Parties agree upon any such change and related adjustments, the Parties will prepare, agree upon and sign an amendment to the applicable Order or other written instrument evidencing such agreement.
  1. Fees, Payments and Taxes
  1. Fees. Customer will pay the fees for the Services set forth on an Order (collectively, the “Fees”).
  2. Invoiced Payment.
  1. Invoicing schedule. The invoicing schedule is set forth in the applicable Order.
  2. Payment terms. Unless otherwise set forth in an Order, Customer will pay invoiced Fees not otherwise subject to good faith dispute at the address or account for Loanbridge set forth on the applicable invoice within 45 days of Customer’s receipt of the corresponding invoice. If Customer fails to make any such payment when due, without limiting Loanbridge’s other rights and remedies: (i) Loanbridge may charge interest on the past due amount (not otherwise subject to good faith dispute) at the rate of 1% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer will reimburse Loanbridge for all reasonable costs incurred by Loanbridge in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, Loanbridge may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
  3. Claims. If Customer believes that Loanbridge has invoiced Customer incorrectly, Customer must contact Loanbridge no later than 60 days after the date of the invoice in which the claimed error or problem appeared, in order to receive an adjustment or credit, if any. Inquiries should be directed to accounting@loanbridge.ai 
  1. Pricing and Availability. All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. Loanbridge reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon 30 days’ prior notice to Customer (which may be sent by email).
  2. Taxes. Customer is responsible for any sales, duty or other governmental taxes or fees due with respect to the Services. Loanbridge will collect, and Customer will pay, applicable sales tax if Loanbridge determines that it has a duty to collect sales tax.
  1. Services Term and Termination
  1. Term. The term of the Agreement will commence on the Effective Date and will continue for the subscription term set forth in the applicable Order together with the renewal terms (if any) set forth in Section 2.2, unless and until terminated pursuant to the Agreement (the “Services Term”).
  2. Termination. Customer may terminate its access to a Service upon at least 30 days’ notice to Loanbridge by contacting Loanbridge at support@loanbridge.ai and specifying the Service it desires to terminate and its desired termination date within such 30 day period. Customer will be responsible for all charges (including any applicable taxes and other charges) incurred with respect to Fees processed prior to the effective date of Customer’s termination. Customer will not receive a refund for any partial or renewal periods of service, as applicable, that occur during the 30-day notice period.
  3. Termination for Material Breach. Either Party may terminate the Agreement, effective on written notice to the other Party, if the other Party materially breaches the Agreement, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach.
  4. Updates. These Terms are operational in nature and may be modified at any time by Loanbridge. Loanbridge will take appropriate measures to inform Customer of modifications and will provide Customer the right and a 30-day window of time from the date of Loanbridge’s notice of such modifications to review any proposed change, discuss it with Loanbridge, and terminate the Customer relationship without penalty if all parties cannot abide by the revisions. Once such 30-day period has expired, unless otherwise terminated, the modified Terms will apply to Customer’s use of and access to the Services.
  5. Effect of Termination. In the event of any termination of the Services Term:
  1. all of Customer’s and each Authorized User’s rights under the Agreement will immediately terminate (including the rights granted in Section 2.1) and Customer and all Authorized Users will immediately cease any access or use of the Services; provided that Customer may retain a copy of the Results for its own internal business use in perpetuity after such termination;
  2. if Loanbridge terminates the Agreement for material breach by Customer under Section 6.3, then Customer will remain responsible for the remaining balance of the Fees in Customer’s Order and Customer must pay within 45 days all such amounts, as well as all sums remaining unpaid for other Orders under the Agreement plus related taxes and expenses; and
  3. Sections 1, 2.4, 3.3, 5, 6.5, 7, 8, 9.3 and 10 through 12 of these Terms, together with any other provisions that by their nature are intended to survive, will continue to apply in accordance with their terms.

If Customer terminates the Agreement for material breach under Section 6.3, then Loanbridge will refund to Customer within 45 days of the effective date of termination any unused, pre-paid Fees on a pro rata basis for the remaining Services Term.

  1. Indemnification
  1. By Customer. Customer will defend, indemnify, and hold harmless the Loanbridge Parties from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party or Authorized User claim concerning: (a) Customer’s or Authorized Users’ Unauthorized Use of the Services, including any use of the Services other than as permitted under the Agreement; (b) any Customer Data or other data or content related to Customer or Authorized Users which Customer provides, uploads, or inputs into the Services; (c) the combination of the Customer Data with other applications, content or processes; or (d) Customer’s use of the Results (including actions taken by Customer in light of the Results). If Loanbridge is obligated to respond to a third-party subpoena or other compulsory legal order or process described above, Customer will also reimburse Loanbridge for reasonable attorneys’ fees, as well as the time and materials spent by Loanbridge’s employees and contractors responding to the third-party subpoena or other compulsory legal order or process at Loanbridge’s then-current hourly rates.
  2. By Loanbridge.

(a)     Loanbridge will defend, indemnify, and hold harmless Customer from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim that alleges that the Loanbridge Platform (excluding any Customer Data or Results) infringes, misappropriates or otherwise misuses (whether directly or indirectly) any third party’s Intellectual Property Rights or other proprietary rights (“IP Claim”). If an IP Claim is made or appears possible, Loanbridge may, in its sole discretion, (a) modify or replace the Loanbridge Platform or component part thereof to make it non-infringing, or (b) obtain rights sufficient for Customer to continue using the Loanbridge Platform in accordance with this Agreement. If Loanbridge determines that neither alternative is reasonably available, Loanbridge may terminate the Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. Loanbridge’s obligations relating to an IP Claim do not apply to the extent that the IP Claim arises from (i) use of the Loanbridge Platform in combination with data, software, hardware, equipment, or technology not provided by Loanbridge; (ii) modifications to the Loanbridge Platform not made by Loanbridge; (iii) use of the Loanbridge Platform in a manner that breaches the terms of the Agreement; (iv) third-party products; or (v) Customer’s use of a Beta Release. Additionally, Loanbridge will have no liability for any IP Claim that could have been avoided by use of the then-current maintenance release, if applicable, or if Customer had followed Loanbridge’s reasonable written instructions to avoid such infringement.

(b)  Loanbridge further agrees to defend, indemnify, and hold harmless Customer from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or relating to any third party claim against Customer that alleges a breach of Customer Data or Loanbridge’s obligations under Section 8 of this Agreement.  

  1. Procedure. For any claims under this Section 7, the indemnifying party will: (a) give the indemnified party prompt written notice of the claim; (b) provide such assistance in connection with the defense and settlement of the claim as the indemnified party may reasonably request; (c) obtain the indemnified party’s written consent prior to (i) selecting and retaining counsel to defend against any claim under this Section 7 and (ii) agreeing to any settlement; and (d) comply with any settlement or court order made in connection with the claim.
  1. Ownership; Use of Customer Data
  1. The Services; Results. As between Loanbridge and Customer, Loanbridge owns all right, title, and interest in and to the Services and the Results, together with all Intellectual Property Rights therein or thereto. Except as otherwise specified in Section 2.1 and 6.5(a), Customer does not obtain any rights under the Agreement from Loanbridge to the Services or Results, including any related Intellectual Property Rights.
  2. Feedback. Customer and Authorized Users may voluntarily provide Loanbridge with Feedback and may make designees available to Loanbridge on a reasonable basis for this purpose. Customer will not, and will ensure such designees do not, provide any such Feedback to any third party without Loanbridge’s prior written consent in each instance. Loanbridge will own, and Customer and such Customer designees hereby assign, all exclusive rights, including, without limitation, all Intellectual Property Rights, in and to Feedback and Loanbridge will be entitled to the unrestricted use and dissemination of Feedback for any purpose without acknowledgment or compensation to Customer or any such designees.
  3. Trademarks. As between Loanbridge and MBSI, each party retains all right, title, and interest in and to its respective trademarks, service marks, logos, and branding (collectively, the "Marks"). Any goodwill arising out of the use of a party’s Marks will remain with and belong solely to that party and its licensors. Neither party may copy, imitate, or use the other party’s Marks without prior written consent from the respective trademark holder.
  4. Customer Data.
  1. Customer hereby instructs and authorizes Loanbridge to collect and process such Customer Data to provide and improve the Services and to communicate with Authorized Users or individuals designated by Customer about the Accounts and Loanbridge products and services (the “Purpose”). As between the Parties, Customer retains all right, title and interest in and to any Customer Data. Except as provided in this Section 8, Loanbridge obtains no rights under the Agreement from Customer to the Customer Data, including any related Intellectual Property Rights. Loanbridge may collect de-identified usage data related to Customer’s or its Authorized Users’ use of the Services (such as, but not limited to, number of users, uptime, functional data, time spent using the Services, among others) (collectively “Usage Data”). Such Usage Data will be the sole property of Loanbridge and is not considered Customer Data.
  2. Loanbridge reserves the right to: (i) disclose Customer Data to its service providers in conjunction with performance of the Services and, where required by applicable law or court order, to governmental or regulatory authorities with jurisdiction over the Parties; (ii) process Customer Data in order to create de-identified or aggregated Customer Data (“Aggregated Data”); (iii) copy, use, modify, distribute, display, disclose, and otherwise process Aggregated Data in connection with its business services and offerings; (iv) copy, modify and use Customer Data solely for internal operations and functions, including, but not limited to, operational analytics, machine learning, improvement of the Services, reporting, internal financial reporting and analysis, audit functions and archival purposes; and (v) store Customer Data in the United States. De-identified, aggregated Data will be the sole property of Loanbridge and not considered Customer Data.Customer will provide all legally required notices and obtain all legally required consents, as required under applicable law, including any and all privacy, security and data protection laws and regulations that apply to the processing of Personal Information by Loanbridge under the Terms, which may include the CCPA and the Gramm-Leach Bliley Act, 15 U.S.C. 6801, et seq, as applicable (“Data Protection Law”), to ensure that Customer and Loanbridge may collect, use, disclose, and otherwise process Customer Data, and any other Personal Information required for performance of the Services, in accordance with the terms of the Agreement without violating any applicable laws, including by providing notice of a privacy policy that accurately describes how Customer and Loanbridge collect, use and disclose information from the sources of Customer Data, as applicable. Without limiting the generality of the foregoing, Customer will ensure that Customer’s privacy policy discloses that information from such sources may be shared with Loanbridge, including as described in this Section 8.4. Customer’s privacy policy will apply to all of Customer’s interactions with the sources of Customer Data and Authorized Users.  
  3. Loanbridge’s use of Customer Data shall be limited to only such use required to perform services under this Agreement. Unless otherwise required by law or court order, Loanbridge hereby agrees that under no circumstances shall Customer Data be disclosed, sold, used, distributed or otherwise provided to any third party without prior authorization from Customer.   Loanbridge  further agrees that it has and will maintain Customer Data policies and procedures that comply with all applicable privacy and data security laws, and maintain Customer Data in a manner consistent with those policies, procedures, and applicable laws.
  4. To the extent Loanbridge collects, processes, or stores Customer Data which is Personal Information for or on behalf of Customer or Authorized Users or customers who are residents of the State of California, Loanbridge will (i) collect, retain, use, or disclose the Personal Information only as is necessary for the specific purpose of performing the Services, and will not collect, retain, use, or disclose the Personal Information for a commercial purpose other than providing the Services; and (ii) comply with other reasonable written instructions provided by Customer where such instructions are consistent with the terms of the Agreement and with Data Protection Law. If Loanbridge believes or becomes aware that any of Customer’s instructions conflict with any Data Protection Law, Loanbridge shall inform Customer without undue delay. As between the Parties, Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Information within Customer Data, the means by which Customer obtained such information, and for identifying a lawful basis for processing such information. Without limiting the foregoing, Loanbridge will not sell the Personal Information.
  1. Limited Warranties and Remedies
  1. Warranties. Loanbridge represents and warrants that: (a) it will provide the Services with commercially reasonable care and skill and in material compliance with applicable laws, and each of the personnel furnished to perform Services hereunder will have the proper skill and training so as to be able to perform Services to which he/she is assigned in the above referenced manner, and that Loanbridge has sufficient number of personnel to provide all Services contemplated; (b) it is a corporation validly organized and in good standing under the laws of the State of Delaware; (c) Loanbridge is the owner of the Loanbridge API and the Loanbridge Platform, or otherwise has the right to provide access to the same to Customer; (d) there exists no agreement or restriction that would interfere with or prevent Loanbridge from entering into the Agreement or rendering Services described herein; and (e) the Services are regularly scanned for viruses, worms, Trojan horses or similar software, hardware, system, or combinations thereof with the potential to corrupt, interfere, or otherwise affect access to the Services.
  2. Remedy. Loanbridge’s sole obligation with respect to a breach of the warranties in Section 9.1 will be to use commercially reasonable efforts to correct any nonconformance of the Services.
  3. DISCLAIMER. EXCEPT AS SET FORTH IN SECTION 9.1: (A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND RESULTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND LOANBRIDGE HEREBY DISCLAIMS, AND CUSTOMER HEREBY WAIVES AND RELEASES LOANBRIDGE FROM, ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR RESULTS OF THE SERVICES INCLUDING ANY WARRANTY THAT THE SERVICES OR ANALYTICAL RESULTS WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY MATERIALS OR CUSTOMER DATA PROVIDED BY CUSTOMER OR A THIRD PARTY WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; AND (B) EXCEPT TO THE EXTENT PROHIBITED BY LAW, LOANBRIDGE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OR TRADE PRACTICE. THIS SECTION DOES NOT APPLY TO BETA RELEASES, FOR WHICH A SEPARATE DISCLAIMER IS SET FORTH IN SECTION 2.3.
  1. Limitations of Liability
  1. Force Majeure. Neither Party will be liable for, or be considered to be in, breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement as a result of any cause or condition beyond such Party’s reasonable control (including, without limitation, any act or failure to act by the other Party). This paragraph will not apply to any payment obligation of either Party.
  2. Limitation of Liability. IN NO EVENT WILL ANY OF THE LOANBRIDGE PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) THE USE OF OR INABILITY TO USE THE SERVICES OR THE RESULTS, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN, (B) THE CUSTOMER’S USE OF THE RESULTS OR (C) THE PERFORMANCE OF THE SERVICES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF ANY OF THE LOANBRIDGE PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE AGREEMENT EXCEED THE COMPENSATION PAID BY CUSTOMER, IF ANY, TO LOANBRIDGE IN THE 12 MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO LIABILITY. THIS SECTION DOES NOT APPLY TO BETA RELEASES, FOR WHICH A SEPARATE LIMITATION IS SET FORTH IN SECTION 2.3, OR THE INDEMNIFICATION PROVISIONS SET FORTH IN SECTION 8.4(c). 
  1. Confidential Information

Each Party reserves any and all right, title and interest (including any Intellectual Property Rights) that it may have in or to any Confidential Information that it may disclose (that Party, the “Discloser”) to the other Party (that Party, the “Recipient”) under the Agreement. The Recipient will protect Confidential Information of the Discloser against any unauthorized use or disclosure to the same extent that the Recipient protects its own Confidential Information of a similar nature against unauthorized use or disclosure, but in no event will use less than a reasonable standard of care to protect such Confidential Information. The Recipient will use any Confidential Information of the Discloser solely for the purposes for which it is provided by the Discloser. This Section 11 will not be interpreted or construed to prohibit any use or disclosure of information: (a) that was known to Recipient prior to receiving the same from the Discloser in connection with the Agreement; (b) that is independently developed by the Recipient; (c) that is acquired by the Recipient from another source without restriction as to use or disclosure; (d) that is necessary or appropriate in connection with the Recipient’s performance of its obligations or exercise of its rights under the Agreement; (e) that is required by applicable law (e.g., pursuant to applicable securities laws or legal process), provided that the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof (e.g., so as to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure); or (f) that is made with the written consent of the Discloser. In the event of any breach or threatened breach by the Recipient of its obligations under this paragraph, the Discloser will be entitled to injunctive and other equitable relief to enforce such obligations.

Upon expiration of the Services Term or termination of the Agreement for any reason, the Recipient will, upon request of the Discloser, return to the Discloser, or destroy (with written certification of the same), all copies of the Discloser’s Confidential Information, except for archival and back-up copies on back-up tapes and if, and to the extent, the receiving party is required to retain such material under applicable laws or regulations.

  1. Miscellaneous
  1. Independent Contractors. Each Party is an independent contractor and not a partner or agent of the other. The Agreement will not be interpreted or construed as creating or evidencing any partnership or agency between the Parties or as imposing any partnership or agency obligations or liability upon either Party. Further, neither Party is authorized to, and will not, enter into or incur any agreement, contract, commitment, obligation or liability in the name of or otherwise on behalf of the other Party. 
  2. No Third-Party Beneficiaries. The Agreement does not create any third-party beneficiary rights in any individual or entity that is not a Party to the Agreement. 
  3. Assignment. Neither Party may assign the Agreement or any right, interest or benefit under the Agreement without prior written consent of the other Party; provided that either Party may assign the Agreement or any right, interest or benefit under the Agreement without such prior written consent to an entity that acquires all or substantially all of the business or assets of such Party to which the Agreement pertains, whether by merger, reorganization, acquisition, sale or otherwise. Any attempted assignment in violation of the foregoing will be void. Subject to the foregoing, the Agreement will be fully binding upon, inure to the benefit of and be enforceable by any permitted assignee. 
  4. Nonwaiver. The failure of either Party to insist upon or enforce performance by the other Party of any provision of the Agreement, or to exercise any right or remedy under the Agreement or otherwise by law, will not be construed as a waiver or relinquishment of such Party’s right to assert or rely upon the provision, right, or remedy in that or any other instance; rather the provision, right or remedy will be and remain in full force and effect. 
  5. Dispute Resolution Procedures. Except for (a) any IP Disputes or (b) any claim for injunctive relief, Customer and Loanbridge each waive their respective rights to a jury trial and to have any dispute arising out of or related to the Agreement or the Services resolved in court. Instead, all disputes arising out of or relating to the Agreement, Loanbridge API or the Services will be resolved through confidential binding arbitration held in New Castle County, Delaware before and in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website. The arbitrator may only conduct an individual arbitration and may not consolidate more than one Party’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one party. Customer and Loanbridge agree that the state or federal courts of the State of Delaware have exclusive jurisdiction over any appeals, IP Disputes, any claim for injunctive relief, or the enforcement of an arbitration award. Any claim Customer may have arising out of or related to the Agreement or the Services must be filed within one year after it arose; otherwise, the claim is permanently barred. 
  6. Severability. If any provision of the Agreement is deemed unlawful, void or for any reason unenforceable, then that provision will be severable from the Agreement and will not affect the validity and enforceability of any remaining provisions. 

Applicable Law. The Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Delaware without reference to its choice of law principles to the contrary. The 1980 UN Convention on Contracts for the International Sale of Goods or its successor will not apply to the Agreement. Subject to Section 12.6, Customer hereby consents to the jurisdiction and venue of the state and federal courts located in Delaware with respect to any claim arising under or by reason of the Agreement. The Agreement, together with any agreement, Order, or other policy or guideline referenced in the Agreement or these Terms, constitutes the complete and exclusive statement of all mutual understandings between the Parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. In the event of any inconsistency between the contents of the Agreement and any other documents or terms that form part of the Agreement, the following order of precedence governs: (a) first, the Order; (b) second, these Terms; and (c) third, any other documents incorporated by reference into these Terms. 

  1. No Exclusivity and No Minimums.  Either party to this Agreement may contract with other third parties to provide the same or similar services as those contemplated within this Agreement, and nothing within this Agreement shall be construed to create an exclusive relationship between the parties.

  1. US Government Rights. Each of the software components that constitute the Services and the Documentation is a “commercial item” as defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer receives only those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

LOANBRIDGE HOLDINGS, INC.

Mutual NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (this “Agreement”) is made as of acceptance of the terms and conditions (the “Effective Date”), by and between Loanbridge Holdings, Inc., a Delaware corporation (the “Company”), and the user (“Counterparty”).[1]  As used herein, the term “Discloser” refers to the Company whenever the context refers to the Company’s Confidential Information being disclosed to Counterparty, which is referred to as “Recipient” in that context.  Conversely, the term “Discloser” refers to Counterparty whenever the context refers to Counterparty’s Confidential Information being disclosed to the Company, which is referred to as “Recipient” in that context.

  1. Purpose. The Recipient may use the Confidential Information (as defined below) solely for the purpose of a exploring a possible business opportunity of mutual interest (the “Relationship”).  
  2. Definition of Confidential Information.  “Confidential Information” means all information disclosed (whether in oral, written or other tangible or intangible form) by Discloser to Recipient, or acquired by the Recipient, whether before, on or after the Effective Date, that the Recipient knows or reasonably should know, given the facts and circumstances surrounding the disclosure of the information by the Discloser or acquisition of the information by the Recipient, is confidential or proprietary information of the Discloser.  Confidential Information includes, without limitation:  technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, mask works, engineering designs and drawings, hardware configuration information, regulatory information, medical reports, clinical data and analysis, reagents, cell lines, biological materials, chemical formulas, agreements with third parties, lists of, or information relating to, employees and consultants of the Discloser (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed by Discloser. Confidential Information also includes the purpose of the Relationship and the existence of this Agreement and the fact that the parties may be or are involved in negotiations with respect to a possible business relationship or other transactions.  The parties also acknowledge and agree that any analyses, compilations, studies or other embodiments or derivatives of Confidential Information of the Discloser prepared by the Recipient (or anyone to whom it discloses such Confidential Information) will be owned solely by the Discloser and treated as Confidential Information of the Discloser hereunder. However, Confidential Information excludes any information that the Recipient can prove by clear and convincing evidence (a) was publicly known before the Discloser’s disclosure of the information, or becomes publicly known, through no violation of the terms of this Agreement, after the Discloser’s disclosure of the information; (b) was already known by or in the possession of Recipient at the time of disclosure without any obligation of confidentiality; (c) was obtained by the Recipient from a third party without a breach of such third party’s obligations of confidentiality; or (d) was independently developed by Recipient in the course of work by its employees or other service providers, who neither used nor had access to Confidential Information.
  3. Nonuse and Nondisclosure.  Recipient may not use any Confidential Information disclosed to it by Discloser for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Relationship.  Recipient may not disclose or permit disclosure of any Confidential Information of Discloser to third parties or to employees or other service providers of Recipient, other than directors, officers, employees, consultants and agents of Recipient who (a) have a need to know the Confidential Information to carry out the purpose of the Relationship (each such person, a “Representative”) and (b) are under written obligations of non-disclosure and non-use with the Recipient on terms no less restrictive than those contained in this Section 3.  The Recipient further agrees not to (i) reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that contain or embody any of the Disclosing Party's Confidential Information, or (ii) export or reexport (within the meaning of U.S. or other export control laws or regulations) any of the Disclosing Party's Confidential Information or product thereof.  Recipient will take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Discloser in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.  Such measures must include the same degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature.  Recipient will promptly notify Discloser of any misuse, misappropriation or unauthorized disclosure of Confidential Information of Discloser which may come to Recipient’s attention. In any event, the Recipient will be responsible for any breach of this Agreement by its employees, contractors, agents or any Representative, and Recipient will take all reasonable measures (including but not limited to initiating court proceedings) to enforce the terms of this Agreement with respect to such employees, contractors, agents or any Representative.
  4. Permitted Disclosures.  Notwithstanding Section 3, the Recipient may disclose the Confidential Information that the Recipient is required to disclose by law or by a subpoena or order issued by a court of competent jurisdiction (each, a “Court Order”), but solely on the conditions that the Recipient both (a) gives the Discloser written notice of the Court Order within 24 hours after receiving it and (b) cooperates fully with the Discloser before disclosure to provide the Discloser with the opportunity to interpose any objections it may have to disclosure of the information required by the Court Order and seek a protective order, confidential treatment, or other appropriate relief.
  5. DTSA Notice.  The misappropriation of trade secrets (a form of intellectual property) is a violation of law, just like the theft of any property.  In addition to state law remedies, the Defend Trade Secrets Act of 2016 (the “DTSA”) enables a trade secret owner to bring a trade secret misappropriation case in federal court.  Notwithstanding any other provision of this Agreement to the contrary, pursuant to the DTSA, Recipient understands that Recipient will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  In addition, Recipient understands that the DTSA generally permits an individual to disclose trade secrets to the individual’s attorney in the course of pursuing a lawsuit where the person alleges retaliation for reporting a suspected violation of the law (or uses the trade secret information in such lawsuit, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order).  The DTSA does not, however, preclude the trade secret owner from seeking breach of contract remedies. Recipient understands the foregoing is a very generalized summary of the immunity provisions of the DTSA intended to satisfy the notification requirements of the DTSA and that Recipient is advised to seek legal counsel before disclosing any trade secrets if Recipient intends to seek immunity under the DTSA.
  6. Return of Materials.  Recipient may not, except as otherwise expressly authorized by Discloser, make any copies or duplicates of any Confidential Information. Any materials or documents that have been furnished by Discloser to Recipient in connection with the Relationship will be and remain the property of the Discloser and must be promptly destroyed or returned by Recipient, accompanied by all copies of such documentation, within 10 days after the earlier of (a) the rejection or conclusion of the Relationship or (b) the written request of Discloser; provided, however, that Recipient may at its option retain one copy of such materials or documents for archival purposes only. Thereafter, the Recipient will not use the Discloser’s Confidential Information in any manner for any purpose. Upon the Discloser’s request, the Recipient will certify in writing its destruction of the Confidential Information.
  7. No Rights Granted.  Nothing in this Agreement will be construed as granting any license or rights under any patent, copyright, trade secret or other proprietary or intellectual property right of Discloser, nor will this Agreement grant Recipient any rights in or to Discloser’s Confidential Information other than the limited right to review such Confidential Information solely for the purpose of determining whether to enter into the Relationship.  Nothing in this Agreement requires the disclosure of any Confidential Information, which may be disclosed, if at all, solely at Discloser’s option.  Nothing in this Agreement requires the parties to proceed with or complete the Relationship or any transaction in connection with which the Confidential Information may be disclosed, and each party reserves the right, at any time and in its sole and absolute discretion, to terminate discussions concerning the Relationship.
  8. Warranty; Disclaimer.  The Discloser represents and warrants that it has the right to make the Confidential Information available to the Recipient. The Discloser does not make any other representation or warranty, express or implied, with regard to any Confidential Information and makes available all Confidential Information “AS IS.”
  9. Term.  The foregoing commitments of each party will survive any termination of the Relationship between the parties, and will continue for a period terminating on the later of the date (a) that is [3] years from the date on which Confidential Information is last disclosed under this Agreement or (b) on which all Confidential Information becomes publicly known and generally available through no action or inaction of the Recipient, provided, however, that such duties and obligations with respect to Confidential Information that constitutes a trade secret of Discloser will continue so long as such Confidential Information remains a trade secret under applicable law.
  10. No Partnership; No Obligation.  Nothing contained in this Agreement will be construed to (a) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking; or (b) obligate either party to enter into any contract, transaction or other relationship.
  11. Remedies; Fees.  Each party’s obligations set forth in this Agreement are necessary and reasonable in order to protect Discloser and its business.  Due to the unique nature of Discloser’s Confidential Information, monetary damages would be inadequate to compensate Discloser for any breach by Recipient of its covenants and agreements set forth in this Agreement.  Accordingly, the parties each agree and acknowledge that any such violation or threatened violation may cause irreparable injury to Discloser and, in addition to any other remedies that may be available, in law, in equity or otherwise, including, without limitation, any protections afforded under applicable trade secret laws, Discloser will be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Recipient, without the necessity of proving actual damages and without the necessity of posting a bond (or other security). The prevailing party will be entitled (in addition to any other remedies) to recover any and all costs and expenses (including, without limitation, reasonable attorneys’ fees) that it may incur in connection with any legal action to enforce this Agreement or to recover damages or other relief on account of any breach of this Agreement.
  12. Miscellaneous.  The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto will be governed, construed and interpreted in accordance with the laws of the State of [California], without giving effect to principles of conflicts of law.  Each party (a) agrees that all actions and proceedings arising from or related to this Agreement or its subject matter may be litigated in state or federal courts located in [San Francisco] County, [California] and (b) consents and submits to the personal jurisdiction and venue of any such court. This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the parties to this Agreement.  No delay or failure to require performance of any provision of this Agreement will constitute a waiver of that provision as to that or any other instance. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.  The Company may assign any of its rights and obligations under this Agreement.  No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.  Notwithstanding any terms in this Agreement to the contrary, Confidential Information of Discloser may not be assigned without the prior written consent of Discloser, unless the assignee will be the successor entity to the assignor upon the dissolution of the assignor in its present form. Any notice, demand or request required or permitted to be given under this Agreement must be in writing and will be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid. All notices to the Company must be addressed to the Company’s headquarters, care of its Chief Executive Officer.  All notices to any other party must be addressed to the most recent address set forth in the Company’s books and records. If any provision of this Agreement is deemed to be void or unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision will be excluded from this Agreement, (ii) the balance of this Agreement will be interpreted as if such provision were so excluded and (iii) the balance of this Agreement will be enforceable in accordance with its terms to the extent permitted by applicable law. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement will be deemed to be the product of all of the parties hereto, and no ambiguity will be construed in favor of or against any one of the parties hereto. This Agreement may be executed and delivered electronically (via DocuSign or similar system) and in any number of counterparts, either manually or electronically, each of which when so executed and delivered will be deemed an original, and all of which together will constitute one and the same agreement.

The parties have executed this Mutual Nondisclosure Agreement as of the Effective Date.