Master Terms and Conditions and End User License Agreement

This Master Terms and Conditions and End User License Agreement (this “Master Agreement,” “Master Terms and Conditions” or “EULA”) may be incorporated into one or more Statements of Work or Orders and their attachments and schedules. Each Statement of Work or Order, together with this Master Terms and Conditions, forms a separate agreement (each an “Agreement”) between the party identified in the applicable Statement of Work or Order as the purchaser of the Solution (“Client”) and StartSmartt LLC, a Delaware limited liability company (“StartSmartt,” the “Company”) (together, the “Parties” and individually a “Party”), and governs the proprietary Software and related hosted services identified in it (collectively, the “Solution”), as modified from time to time. Each Statement of Work or Order specifies the effective date of the Agreement (the “Effective Date”).

1. Software License

1.1 Grant. Subject to the terms of the Agreement, StartSmartt grants Client and its Authorized Users a revocable, personal, non-exclusive, non-transferable, non-sublicensable license and right to access the software programs identified in the applicable Statement of Work or Order (collectively, the “Software”), by means provided by StartSmartt, solely for Client’s internal business purposes and for the Authorized Users permitted under the applicable Statement of Work or Order.

1.2 Authorized Users. Client may designate Authorized Users, subject to any limit stated in the applicable Statement of Work or Order. Client is responsible for the acts and omissions of its Authorized Users.

1.3 Counterparty Access. Certain features of the Solution permit Client to invite third parties — including sponsors, borrowers, lenders, brokers and advisers — to view or participate in a transaction. Client is solely responsible for determining which third parties to invite, what information to make available to them, and on what terms. StartSmartt provides the mechanism; it does not select participants, verify their identity or authority beyond the authentication controls described in the Documentation, if any, or assume responsibility for what Client chooses to disclose. Invited third parties may access the Solution only under their own Statement of Work or Order, or by accepting these Master Terms and Conditions by click-through.

1.4 Pricing Confidentiality. Unless published by StartSmartt, all pricing terms are Confidential Information, and Client agrees not to disclose them to any third party.

1.5 Restrictions on the License. The license granted in Section 1.1 does not include, and Client shall not, and shall not permit any Authorized User or third party to: (i) resell, sublicense, rent, lease, or provide the Solution as a service bureau to any third party; (ii) use the Solution to build or assist in building a competing product or service, or provide access to a direct competitor of StartSmartt; (iii) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, structure or algorithms of the Software, except to the extent that right cannot lawfully be excluded; (iv) use any automated means to scrape, index or extract data from the Solution; (v) remove or obscure any proprietary notice; or (vi) exceed the scope of use contemplated by the applicable Statement of Work or Order.

1.6 No Involvement in Counterparty Disputes. StartSmartt is not a party to any transaction, negotiation or dispute between Client and any Counterparty or other user, has no obligation to participate in or resolve any such dispute, and does not guarantee the identity, authority or conduct of any user. StartSmartt may remove or restrict content that it reasonably believes violates the Agreement or applicable law.

2. Additional Services

2.1 Scope. StartSmartt provides the Solution described in the applicable Statement of Work or Order. Services or customization beyond that scope are provided only under a written change order signed by both Parties, and StartSmartt is not obliged to perform work outside an agreed scope.

3. Client Obligations

3.1 Use of the Solution. Client shall use the Solution only for its own internal business purposes and only in accordance with the Agreement and the Documentation, if any.

3.2 Accuracy of Client Data. Client is responsible for the accuracy, quality and legality of Client Data, for the means by which it acquired Client Data, and for its right to submit Client Data to the Solution.

3.3 Authorized User Conduct. Client shall ensure its Authorized Users comply with the use restrictions in Section 1.5 and Section 7, and shall promptly notify StartSmartt of any unauthorized use of an account or credential.

3.4 Client Audit Rights. Where Client is subject to a regulatory examination or a legitimate internal audit requirement relating to the Solution, StartSmartt will cooperate reasonably, provide its then-current security and compliance documentation, and respond to reasonable written questions.

3.5 Credentials. Each Authorized User account is for one named individual and may not be shared. Client is responsible for keeping credentials confidential and for all activity under its Authorized Users’ accounts, and shall promptly deactivate the account of any individual who no longer requires access.

4. Payment Terms

4.1 Invoicing. Where fees apply, they are invoiced as stated in the applicable Statement of Work or Order, and invoices are payable within thirty (30) days of the invoice date.

4.2 Fee Increases. Unless otherwise stated in a Statement of Work or Order, StartSmartt may increase recurring fees for the Solution once annually, effective on a Renewal Term, on not less than sixty (60) days’ written notice before the start of that Renewal Term. Where the Solution is provided at no charge, StartSmartt may introduce fees on not less than sixty (60) days’ written notice, effective at the end of the notice period; Client may decline the fees by giving written notice of termination within that period, and no fees accrue before the notice period ends.

4.3 Late and Disputed Payments. Amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law. Client shall notify StartSmartt in writing of any disputed invoice amount within fifteen (15) days of the invoice date, and the Parties shall resolve the dispute in good faith. Where an undisputed amount remains unpaid fifteen (15) days after the due date and five (5) days after written notice, StartSmartt may suspend access to the Solution until payment is received, without deleting Client Data. Client shall pay the reasonable costs of collecting amounts not paid when due, to the extent permitted by law.

5. Taxes

Fees are exclusive of taxes. Client is responsible for all sales, use, value added, excise and similar taxes and duties imposed on the transactions contemplated by the Agreement, other than taxes on StartSmartt’s net income. Where StartSmartt is required to collect or remit such a tax, it will be added to the invoice. StartSmartt is not responsible for penalties or interest arising from Client’s failure to pay a tax for which Client is responsible. Client shall provide a valid exemption certificate where it claims an exemption.

6. Term and Termination

6.1 Term. The Agreement begins on the Effective Date and continues for the initial term stated in the applicable Statement of Work or Order (the “Initial Term”). Unless otherwise stated, the Agreement renews automatically for successive one (1) year periods (each a “Renewal Term”) unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term. Fees for a Renewal Term, if any, are as stated in the applicable Statement of Work or Order.

6.2 Termination for Cause. Either Party may terminate the Agreement on written notice if the other Party materially breaches it and fails to cure the breach within thirty (30) days of written notice describing it. StartSmartt may terminate immediately where Client’s use of the Solution creates a material risk to the security or integrity of the Solution or to another client’s data.

6.3 Termination for Insolvency. Either Party may terminate immediately where the other becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed over a substantial part of its assets.

6.4 Effect of Termination. On termination or expiry: (i) Client’s and its Authorized Users’ rights to access the Solution cease; (ii) all fees accrued to the effective date of termination become due; and (iii) each Party shall return or destroy the other’s Confidential Information as provided in Section 9.

6.5 Return and Deletion of Client Data. For thirty (30) days following the effective date of termination, StartSmartt will make Client Data available for export by Client through the Solution’s standard export functionality at no additional charge. After sixty (60) days from the effective date of termination, StartSmartt will delete Client Data in accordance with Section 8 of the Data Processing Addendum, save for copies retained in backup media until ordinary backup expiry and copies StartSmartt is required to retain by applicable law.

6.6 No Lien. StartSmartt shall have no lien, right of retention, or right of set-off over Client Data, and will not condition the return or export of Client Data on payment of any disputed amount. Amounts genuinely owed are recoverable as a debt.

6.7 End of Life. StartSmartt may discontinue the Solution or a material feature of it on not less than ninety (90) days’ written notice to Client (the “End of Life Period”). Where StartSmartt discontinues the Solution during the Term and Client is not in breach, StartSmartt will refund a pro-rata portion of prepaid fees for the period after the discontinuation takes effect. On expiry of the End of Life Period, Client’s license and access cease, subject to Section 6.5.

6.8 Third-Party Dependencies. Certain features of the Solution interoperate with third-party applications and services. Where a third party discontinues, modifies or restricts access to its service, StartSmartt may modify or discontinue the affected feature, and will notify Client as soon as practicable. This is not a breach of the Agreement, but where the affected feature was a material part of the Solution, Client may terminate the affected Statement of Work or Order on thirty (30) days’ notice and receive a pro-rata refund of prepaid fees.

6.9 Survival. Sections 4 (as to accrued amounts), 6.4 through 6.6, 8, 9, 11.5, 12, 13, 16 and 17 survive termination.

7. Use Restrictions

7.1 Access. Client and its Authorized Users may access and use the Solution only through the login protocols provided by StartSmartt. Client shall not access or attempt to access the Solution by any other means.

7.2 Prohibited Conduct. Client shall not, and shall not permit any Authorized User or third party to: (i) use the Solution in violation of applicable law; (ii) upload or transmit any material that infringes a third party’s rights, is defamatory, or is unlawful; (iii) upload or transmit any virus, worm or other malicious code, or otherwise interfere with or disrupt the integrity or performance of the Solution or the System; (iv) copy, frame, mirror or create derivative works of any part of the Solution; (v) probe, scan or test the vulnerability of the Solution or attempt to circumvent any security or authentication measure; or (vi) use the Solution to store or transmit data for which Client does not hold the necessary rights.

7.3 Restricted Data. Unless expressly agreed in a Statement of Work or Order, Client shall not upload to the Solution: payment card data subject to PCI DSS; protected health information subject to HIPAA; data subject to ITAR or EAR controls; or the personal information of a child under 13. Where Client uploads such data without agreement, StartSmartt has no obligation or liability in respect of it.

7.4 Suspension for Cause. StartSmartt may suspend an Authorized User’s access immediately where StartSmartt reasonably believes that user’s activity threatens the security, integrity or availability of the Solution or another client’s data. StartSmartt will notify Client promptly and will restore access once the cause is resolved.

7.5 Monitoring. StartSmartt may monitor use of the Solution for the purposes of security, capacity management, billing verification and enforcement of the Agreement, in accordance with the Privacy Policy.

7.6 Assistance with Investigations. Where Client requires StartSmartt’s assistance with an investigation, an audit, a regulatory inquiry, or a records or data-processing request, StartSmartt will provide reasonable assistance at Client’s expense, except where the matter arises from StartSmartt’s failure to act in accordance with the Agreement, in which case StartSmartt bears its own costs.

8. Ownership

8.1 StartSmartt Technology. The technology used by StartSmartt to generate and provide the Software, the Solution and all related sites, applications and products is protected by applicable law, including United States copyright law and international treaties. All intellectual property rights in the Solution are owned by StartSmartt or by third parties from which StartSmartt has obtained licenses. Except for the limited rights expressly granted, all rights are reserved.

8.2 Client Data. Client retains all right, title and interest in and to Client Data. Client grants StartSmartt a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Client Data solely as necessary to provide, secure and support the Solution, and as otherwise permitted by the Agreement and the Data Processing Addendum.

8.3 Work Product. Any deliverable or customization StartSmartt creates for Client is owned by StartSmartt, and StartSmartt grants Client a non-exclusive, non-transferable license to use it with the Solution. A Statement of Work may state different ownership for a bespoke deliverable that Client pays for separately.

8.4 Feedback. Where Client or an Authorized User provides suggestions, enhancement requests, or other feedback regarding the Solution (“Feedback”), Client grants StartSmartt a perpetual, irrevocable, royalty-free, transferable license to use and incorporate that Feedback, without obligation of any kind. Client shall not provide Feedback that is subject to a third party’s intellectual property rights.

8.5 Aggregated and De-identified Data. StartSmartt may compile aggregated and de-identified information derived from the operation of the Solution (“Aggregated Data”) and may use, disclose, publish, license and otherwise commercialize it, including to improve the Solution and to create benchmarks, indices, market reports and other data products. StartSmartt owns the Aggregated Data and all products derived from it, and this Section survives termination. StartSmartt will release Aggregated Data only if it combines information from at least five (5) separate contributing deals or firms, no single Client or counterparty accounts for a dominant share of it, it does not identify Client, any Authorized User, any counterparty or any transaction, and it cannot reasonably be re-identified. StartSmartt will not disclose Client-identifiable transaction terms, pricing or counterparty identity in any benchmark, market report or other product. Section 9 does not restrict the use or disclosure of Aggregated Data that meets these requirements. Client represents that it has the right to permit StartSmartt’s use of Client Data as described in this Section.

9. Confidentiality

9.1 Definition. “Confidential Information” means non-public information disclosed by one Party (the “Discloser”) to the other (the “Recipient”) in connection with the Agreement that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Client Data is Client’s Confidential Information. The terms of the Agreement, including pricing, are the Confidential Information of both Parties.

9.2 Obligations. The Recipient shall: (i) hold the Discloser’s Confidential Information in confidence and protect it with at least the degree of care it uses for its own confidential information of like kind, and in no event less than reasonable care; (ii) not disclose it except to those of its personnel, affiliates and professional advisers who have a need to know for the purposes of the Agreement and who are bound by confidentiality obligations no less protective than these; and (iii) not use it for any purpose other than performing or exercising rights under the Agreement. The Recipient is responsible for any breach by a person to whom it discloses.

9.3 Exclusions. These obligations do not apply to information that: (i) is or becomes publicly available through no act or omission of the Recipient; (ii) was rightfully in the Recipient’s possession before disclosure, as evidenced by contemporaneous records; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the Recipient without reference to the Discloser’s Confidential Information.

9.4 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation or valid legal process, provided that, unless prohibited, it gives the Discloser prompt written notice so the Discloser may seek a protective order, discloses only what is required, and continues to treat the information as confidential for all other purposes.

9.5 Return. On the Discloser’s written request or on termination, the Recipient shall return or destroy the Discloser’s Confidential Information, except for copies retained in routine backups until ordinary expiry, copies the Recipient must retain by law, and, in StartSmartt’s case, Client Data pending deletion under Section 6.5. Confidentiality obligations continue as to retained copies.

9.6 Duration. These obligations continue for three (3) years after disclosure; as to Confidential Information that constitutes a trade secret, for so long as it remains a trade secret; and as to Client Data and non-public personal information, for so long as the Recipient retains it.

9.7 Non-Public Personal Information. Where StartSmartt receives non-public personal information subject to the Gramm-Leach-Bliley Act from or on behalf of Client, StartSmartt shall treat it as Client’s Confidential Information, use it only to perform under the Agreement, disclose it only to those of its personnel and permitted subcontractors with a need to know and who are bound by equivalent obligations, and maintain the administrative, technical and physical safeguards required by applicable law.

9.8 Publicity. Neither Party shall use the other’s name, marks or logo in publicity, advertising or similar activity without the other’s prior written consent. Where the Parties agree to a public reference, StartSmartt will obtain Client’s approval of the specific text before publication.

9.9 Remedies. The Parties acknowledge that a breach of this Section may cause irreparable harm for which money damages are an inadequate remedy, and that the Discloser is entitled to seek injunctive or other equitable relief in addition to any other remedy, without the necessity of posting a bond, to the extent permitted by law.

10. Support and Service Levels

10.1 Support. StartSmartt will provide the support described in the applicable Statement of Work or Order or in the Support Schedule.

10.2 Service Levels. Where a Statement of Work or Order provides a service level commitment, it and its remedies are set out in that Statement of Work or Order. Scheduled maintenance and required downtime are excluded from the service level calculation where StartSmartt provides Client with at least forty-eight (48) hours’ notice.

10.3 Availability Disclaimer. Client agrees that modification, interruption or unavailability of the Solution does not of itself constitute a breach of the Agreement, and that use of the internet and of cloud infrastructure carries inherent risks. StartSmartt’s obligations with respect to availability are those, and only those, expressly set out in the Support Schedule and in the applicable Statement of Work or Order.

11. Warranties, Covenants and Disclaimers

11.1 Mutual. Each Party represents and warrants that it has full power and authority to enter into and perform the Agreement, and that no third-party authorization is required in connection with its performance.

11.2 StartSmartt Performance Warranty. StartSmartt warrants that during the Term the Solution will perform materially in conformance with the Documentation, if any, and with the express terms of the applicable Statement of Work or Order. Client’s sole and exclusive remedy for breach of this warranty is for StartSmartt to repair or replace the affected Solution so as to make it conforming or, where StartSmartt determines that it cannot do so within a reasonable period, to terminate the affected Statement of Work or Order and refund the fees prepaid for the unexpired portion of the Term.

11.3 Client Warranties. Client represents and warrants that: (i) it has all rights necessary to submit Client Data to the Solution and to grant the license in Section 8.2; (ii) its use of the Solution, and the Client Data it and its Authorized Users transmit, comply with applicable law; and (iii) where Client uses third-party agents in connection with the Solution, Client has agreements with those agents under which StartSmartt has no liability to them.

11.4 No Third-Party Beneficiaries. The warranties made by StartSmartt are for Client’s benefit only and do not extend to any affiliate, subsidiary, customer or counterparty of Client, or to any other person.

11.5 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN SECTION 11.2, THE SOLUTION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND STARTSMARTT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUALITY, ACCURACY, PERFORMANCE, AND FREEDOM FROM ERROR OR INTERRUPTION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11.6 No Financial, Legal or Investment Advice. The Solution is a technology platform. StartSmartt is not a broker, dealer, investment adviser, lender, arranger, placement agent, fiduciary or agent of any Client or counterparty, and does not provide legal, tax, accounting, valuation or investment advice. StartSmartt does not underwrite, verify, endorse or make any representation as to any transaction, borrower, sponsor, lender, term sheet, document or piece of information transmitted through the Solution. Client is solely responsible for its own diligence, credit decisions, regulatory compliance and documentation. Nothing in the Solution constitutes an offer, solicitation or recommendation with respect to any security or loan.

11.7 AI-Generated Content. Certain features of the Solution use artificial intelligence, including large language models, to generate summaries, comparisons, flagged discrepancies, or other output derived from Client Data (“AI Output”). AI Output is provided solely as a convenience to assist Client’s own review, does not constitute advice of any kind, and does not substitute for Client’s independent review of the underlying data, documents, or responses from which it was derived. StartSmartt does not warrant the accuracy, completeness, or reliability of AI Output, and Client is solely responsible for verifying AI Output before relying on it for any business, financial, or transactional decision. Consistent with Section 2.4 of the Data Processing Addendum, StartSmartt will not use Client Data to train, fine-tune, or improve any AI model other than a model used solely to provide the Solution to Client and not made available to any other client.

11.8 Pilot and No-Charge Use. Where StartSmartt makes the Solution or any feature available at no charge, or as a pilot, preview or beta (including before fees begin under Section 4.2), the Solution is provided “as is”; Section 11.2 does not apply; the Solution may contain errors and may change; and StartSmartt may modify features, limit access, and reset or remove demonstration or test data. Client is responsible for exporting any Client Data it wishes to keep, and nothing in this Section limits Section 6.5.

12. Indemnification

12.1 By StartSmartt. StartSmartt will defend Client against any third-party claim alleging that the Solution, as provided by StartSmartt and used in accordance with the Agreement, infringes that third party’s United States patent, copyright, trademark or trade secret rights, and will indemnify Client against damages and costs finally awarded, or agreed in settlement approved by StartSmartt. StartSmartt may, at its option, modify the Solution to be non-infringing, procure the necessary rights, or terminate the affected Statement of Work or Order and refund prepaid fees for the unexpired Term. StartSmartt has no obligation under this Section to the extent the claim arises from Client Data, from modification of the Solution by anyone other than StartSmartt, from combination of the Solution with anything not supplied by StartSmartt, or from Client’s use of the Solution other than as permitted.

12.2 By Client. Client will defend StartSmartt against any third-party claim arising from Client Data, from Client’s or an Authorized User’s use of the Solution in breach of the Agreement or applicable law, or from a transaction or relationship between Client and a counterparty, and will indemnify StartSmartt against damages and costs finally awarded or agreed in settlement approved by Client.

12.3 Procedure. The indemnified Party shall give the indemnifying Party prompt written notice of the claim, reasonable cooperation at the indemnifying Party’s expense, and sole control of the defense and settlement, provided that no settlement imposing a non-monetary obligation on the indemnified Party may be made without its consent. Failure to give prompt notice relieves the indemnifying Party only to the extent it is prejudiced.

13. Limitation of Liability

13.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS, REVENUE, SALES OR BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR CORRUPTION OF SOFTWARE OR DATA, WORK STOPPAGE, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT FORESEEABLE OR ADVISED OF THE POSSIBILITY.

13.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE STATEMENT OF WORK OR ORDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY AND (B) TEN THOUSAND DOLLARS ($10,000). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT, AND ALL CLAIMS BY CLIENT, ITS AFFILIATES AND ITS AUTHORIZED USERS SHALL BE AGGREGATED AND SUBJECT TO A SINGLE LIMIT UNDER THIS SECTION 13.

13.3 Exclusions from the Cap. The limitations in Sections 13.1 and 13.2 do not apply to: (i) Client’s obligation to pay fees; (ii) Client’s indemnification obligations under Section 12.2, and StartSmartt’s indemnification obligations under Section 12.1, for which StartSmartt’s total liability shall not exceed the greater of (a) two (2) times the amount in Section 13.2 and (b) one million dollars ($1,000,000); (iii) a Party’s breach of Section 9 (Confidentiality), except that StartSmartt’s liability for unauthorized access to or disclosure of Client Data is governed by clause (iv) and not this clause (iii); (iv) StartSmartt’s breach of the Data Processing Addendum, or its liability for unauthorized access to or disclosure of Client Data, for which liability shall not exceed the greater of (a) two (2) times the amount in Section 13.2 and (b) one million dollars ($1,000,000); or (v) liability that cannot be limited or excluded by applicable law, including a Party’s fraud, willful misconduct or gross negligence.

13.4 Unauthorized Actions. StartSmartt is not liable for any matter to the extent it arises from unauthorized or improper use or modification of the Solution, or unauthorized combination of the Software with third-party data or software.

13.5 Independent Allocation of Risk. Each provision of the Agreement providing for a limitation of liability, disclaimer of warranty or exclusion of damages represents an agreed allocation of risk between the Parties, is reflected in the pricing, and is an essential element of the basis of the bargain. Each such provision is severable and independent of the others, and each applies even if a warranty has failed of its essential purpose.

13.6 Time Limit for Claims. To the extent permitted by applicable law, any claim arising out of or relating to the Agreement must be commenced within one (1) year after the cause of action arises, except that this Section does not limit StartSmartt’s right to collect unpaid fees.

14. Legal Compliance

14.1 Export. Client acknowledges that the Solution and related information, documentation, software, technology and technical data are subject to United States and other export control laws. Client represents that it is not located in, under the control of, or a national or resident of an embargoed country, and is not a prohibited end user, and that it will not export or re-export the Solution in breach of those laws.

14.2 Anti-Corruption. Each Party shall comply with applicable anti-bribery and anti-corruption laws, shall maintain policies and procedures designed to ensure compliance, and shall promptly report to the other any request or demand for an undue financial or other advantage received in connection with the Agreement.

14.3 Sanctions and Screening. Each Party represents that it is not, and is not owned or controlled by, a person subject to sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control or any other applicable sanctions authority. Client is responsible for its own sanctions, anti-money-laundering, know-your-customer and beneficial-ownership screening of its counterparties. StartSmartt does not perform that screening on Client’s behalf unless a Statement of Work expressly provides for it.

14.4 Compliance Generally. Each Party shall perform its obligations in a manner that complies with applicable law.

14.5 Due Diligence Documentation. On Client’s written request and at no additional charge, StartSmartt will provide its then-current security and compliance package — comprising its written policies, procedures and controls governing the processing of Client Data, insurance documentation, and any third-party attestations, certifications or reports it holds — for Client’s diligence review. StartSmartt will respond to a reasonable number of written security questionnaires each year, each within ten (10) business days of receipt.

14.6 Personnel Practices. StartSmartt will perform in compliance with applicable employment and equal opportunity law. StartSmartt will provide all personnel with access to non-public personal information with training on privacy and confidentiality requirements associated with the Gramm-Leach-Bliley Act, on engagement and at least annually. StartSmartt will not knowingly permit any of its personnel or third-party providers to have access to non-public personal information where that person has been convicted of a crime involving dishonesty, breach of trust or money laundering as described in 12 U.S.C. § 1829(a), or of a felony.

15. Insurance

15.1 Coverage. StartSmartt will maintain, at its own cost, workers’ compensation coverage where required by law throughout the Term, and will obtain, within sixty (60) days after the Effective Date, and then maintain throughout the Term, the commercial general liability, technology errors and omissions and cyber liability coverage listed below, in each case with insurers rated not less than “A- VII” by AM Best or, if StartSmartt is unable to obtain coverage from such an insurer on commercially reasonable terms, another reputable insurer, in the following amounts, which may be achieved through any combination of primary and excess or umbrella coverage:

15.2 Evidence. On Client’s written request, StartSmartt will furnish certificates of insurance evidencing the above. StartSmartt will give Client thirty (30) days’ notice of cancellation or non-renewal and ten (10) days’ notice of cancellation for non-payment.

16. Definitions

Capitalized terms have the meanings given below or where otherwise defined in the Agreement.

16.1 “Account” means the unique account established for Client by StartSmartt.

16.2 “Affiliate” means, with respect to a Party, any parent or subsidiary entity, and any entity controlling, controlled by or under common control with that Party, which agrees in writing to be bound by the obligations of the Agreement. Ownership of fifty percent (50%) or more of the voting equity of an entity is deemed control.

16.3 “Applicable Law” means all federal, state and local laws, statutes, rules, regulations and orders applicable to the Solution and the Agreement, and all requirements of any Regulatory Authority having jurisdiction over the Parties, as amended from time to time during the Term.

16.4 “Authorized User” means an identifiable individual who is a member of Client’s staff, or a contractor or adviser of Client, whom Client authorizes to access and use the Solution.

16.5 “Client Data” means data and content submitted to the Solution by or on behalf of Client or its Authorized Users, including transaction information and documents.

16.6 “Counterparty” means a third party invited by Client to view or participate in a transaction through the Solution.

16.7 “Data Processing Addendum” or “DPA” means the addendum governing StartSmartt’s processing of personal data on Client’s behalf, incorporated by reference where applicable.

16.8 “Documentation” means the then-current user documentation StartSmartt makes generally available for the Solution, if any.

16.9 “Fees” means the amounts payable by Client under a Statement of Work or Order.

16.10 “Privacy Policy” means the StartSmartt privacy policy published at www.startsmartt.com/privacy, as updated from time to time.

16.11 “Regulatory Authority” means any federal, state or local regulatory or governmental agency or authority having jurisdiction over a Party or the Solution.

16.12 “Service Level Schedule” or “SLA” means the availability commitment and remedies, if any, stated in the applicable Statement of Work or Order.

16.13 “Site” means www.startsmartt.com and the related websites and products accessed through StartSmartt’s technology.

16.14 “Software” means the software programs licensed under Section 1.

16.15 “Solution” means, collectively, the Software and the related hosted services identified in a Statement of Work or Order.

16.16 “Statement of Work,” “SOW” or “Order” means the document detailing the Solution to be provided to Client and the commercial terms on which it is provided.

16.17 “Support” means the support services described in the Support Schedule.

16.18 “Support Schedule” means StartSmartt’s Support Schedule as in effect from time to time, incorporated by reference where applicable.

16.19 “System” means, collectively, the hardware, software, programs, network, facilities and equipment used by StartSmartt to provide the Solution.

16.20 “Term” means the Initial Term together with any Renewal Terms.

17. Miscellaneous Provisions

17.1 Relationship of the Parties. Nothing in the Agreement creates a partnership, joint venture, fiduciary, agency or employment relationship, or makes either Party liable for the acts, liabilities, debts or obligations of the other. The Parties are independent contractors. Except as expressly stated, nothing in the Agreement gives rise to a third-party beneficiary.

17.2 Severability. If any provision of the Agreement is determined to be illegal, invalid or unenforceable, the remainder is unaffected, and a provision as similar in terms as is legal, valid and enforceable shall be substituted.

17.3 Headings. Headings are for reference only and do not affect interpretation.

17.4 Counterparts. The Agreement may be executed in counterparts, each an original and all together one document. The Agreement becomes binding when Client signs a Statement of Work or Order that incorporates it, or accepts it by click-through when creating an account or first using the Solution. No separate signature of these Master Terms and Conditions or of the Data Processing Addendum is required. Where Client accepts by click-through without a signed Statement of Work or Order, then unless StartSmartt and Client agree otherwise in writing: (i) the Effective Date is the date of acceptance; (ii) the Solution is the hosted platform functionality StartSmartt makes available to Client’s account; (iii) the Initial Term is twelve (12) months; (iv) no fees apply until StartSmartt gives notice under Section 4.2; (v) the number of Authorized Users is as StartSmartt reasonably permits; and (vi) Client’s notice address is the email address of its account administrator.

17.5 Construction. The Agreement shall not be construed more strongly against either Party regardless of who prepared it. Each Party acknowledges it contributed to and is equally responsible for its preparation.

17.6 Governing Law. The Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Notwithstanding the dispute resolution provisions below, either Party may at any time seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

17.7 Venue. Subject to Section 17.8, any action arising out of or in connection with the Agreement shall be brought exclusively in the state courts of the State of Delaware and the United States District Court for the District of Delaware, and each Party consents to the personal jurisdiction of those courts and waives any objection based on venue or inconvenient forum.

17.8 Dispute Resolution. Before commencing proceedings, the Parties shall attempt in good faith to resolve any dispute through escalation to a senior executive of each Party for a period of thirty (30) days from written notice of the dispute.

17.9 Waiver of Jury Trial. In consideration of the mutual promises and covenants made herein, each Party knowingly, willingly and irrevocably waives its right to a trial by jury in any proceeding arising out of or relating to the Agreement.

17.10 Costs. Each Party bears its own legal fees and costs, except as provided in Section 4.3.

17.11 Assignment. Neither Party may assign the Agreement or any part of it without the other’s written consent, and any assignment in breach of this Section is void. Either Party may, however, assign the Agreement without consent to an Affiliate as part of a reorganization, or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets or of the business to which the Agreement relates, provided the assignee is not insolvent and agrees in writing to be bound.

17.12 No Waiver. Failure to insist on strict performance of any term is not a waiver of any right or remedy, of any subsequent breach, or of any other term.

17.13 Language. To the extent permitted by law, the English version of the Agreement is binding and any translation is for convenience only.

17.14 Force Majeure. Where a Party is prevented from performing by a cause beyond its reasonable control — including war, fire, earthquake, flood, hurricane, riot, act of God, epidemic, act of government, or telecommunications, utility, cloud-hosting or other third-party service-provider outage not caused by that Party — its performance is excused and the time for performance extended for the period of the delay, provided it gives prompt notice of the nature and expected duration of the event, uses commercially reasonable efforts to mitigate, gives periodic updates, and gives prompt notice of the end of the event. Payment obligations are excused only to the extent payment is entirely prevented. Where a force majeure event continues for more than sixty (60) days, either Party may terminate the affected Statement of Work or Order on written notice.

17.15 Notices. Any notice must be in writing and given by certified or registered mail, nationally recognized overnight courier, or email. Notices to StartSmartt must be addressed to StartSmartt LLC, 8735 Dunwoody Place, Suite 7161, Atlanta, GA 30350, with a copy by email to admin@startsmartt.com. Notices to Client must be sent to the address and email stated in the Statement of Work or Order or, where Section 17.4 applies, to the email address of Client’s account administrator. Notice is deemed given on receipt where delivered by email with confirmation of receipt, two (2) business days after mailing, or one (1) business day after delivery to a courier. Either Party may change its notice address by notice given in accordance with this Section.

17.16 Order of Precedence. In the event of conflict, the following order of precedence applies: (i) the Data Processing Addendum, as to the processing of personal data; (ii) the applicable Statement of Work or Order; (iii) this Master Terms and Conditions; (iv) the Support Schedule; and (v) any other document incorporated by reference.

17.17 Entire Agreement and Amendment. The Agreement is the entire agreement of the Parties as to its subject matter and supersedes all prior and contemporaneous understandings. Neither Party has relied on any representation not expressly stated in it. The Agreement may be amended only by a written instrument signed by both Parties. StartSmartt may amend this Master Terms and Conditions on not less than thirty (30) days’ notice, effective on the start of Client’s next Renewal Term; where an amendment materially and adversely affects Client, Client may decline it by giving notice of non-renewal within that period.

17.18 Binding Effect. The Agreement binds and benefits the Parties’ respective successors and permitted assigns.

17.19 Electronic Signature. The Agreement and each Statement of Work, Order and related document may be executed, scanned and transmitted electronically, and electronic signatures have the same legal effect as original signatures in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., the Uniform Electronic Transactions Act as adopted in Delaware, and other applicable law.

17.20 Time. Time is of the essence as to Client’s payment obligations. As to all other obligations, time is of the essence only where a date is expressly stated to be a firm deadline.