Thank you for choosing TrustEngine! Please carefully read these terms as they form a part of the legal agreement between you and TrustEngine. If you have any questions about these terms, please contact us at [email protected].

BY ACCEPTING THESE TERMS OF USE, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS OF USE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU ARE ENTERING INTO THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS OF USE, IN WHICH CASE THE TERMS “CUSTOMER” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES AS APPLICABLE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MUST NOT ACCEPT THESE TERMS OF USE AND MAY NOT USE THE SERVICES.

These Mortgage Coach Terms of Use including the URL links referenced herein and any exhibits or addenda attached hereto (“Terms of Use”), together with the applicable Order Form forms the full legal agreement (“Agreement”) between Customer and Sales Boomerang, LLC dba TrustEngine (“TrustEngine”) regarding the Services and is made as of the date the Customer first completes an Order Form and accepts these Terms of Use (“Effective Date”).

Definitions.

1.1 “Affiliate” of a party means any other entity that controls, is controlled by, or is under common control with, such party. A party is in “control” of another entity when the respective party directly or indirectly owns or controls fifty percent (50%) or more of the outstanding voting stock or other ownership interests of the entity, or possesses, directly or indirectly, the power to elect or appoint fifty percent (50%) or more of the members of the governing body of the entity.

1.2 “Authorized User” is a natural person authorized by Customer to access the Services on behalf of Customer for Customer’s internal business purposes, and in accordance with the Agreement. Examples of Authorized Users include loan officers who use the Services as part of the Customer’s organization, and employees of Customer assigned to administer and manage the Services on behalf of Customer.

1.3 “IP Rights” means any and all intellectual property rights anywhere in the world, including all patents, copyrights and all other similar rights in software, documentation, and other works of authorship, trade secrets, trademarks and service marks, any other similar, corresponding or equivalent rights to any of the foregoing related to any technology, hardware, software or services, including applications and formal registrations for the foregoing, and including all common law rights to the foregoing.

1.4 “Services” means the Mortgage Coach software-as-a-service made available to Customer, as specified in an Order, pursuant to these Terms of Use.

1.5 “Subscription Term” means the duration of the Services subscription as specified in the Order.

1.6 “Order” refers to the applicable order form executed by TrustEngine and the Customer that references these Terms of Use. It specifies the details of the Services to be provided, the fees payable by Customer, and any other applicable terms.

2. Services.

2.1 License. Subject to Customer’s compliance with the Agreement, TrustEngine grants to Customer a non-exclusive, non-assignable (except as permitted in Section 10.1 (Assignment)) license to access and use the Services described in each Order during the Subscription Term, subject to any additional limitations specified in each Order. Customer may permit Authorized Users to access the Services within the scope of the license granted to Customer under the Agreement.

2.2 Use of Services. Customer will not itself, and will not permit others to: (a) use the Services to violate privacy rights, infringe property rights, or otherwise violate applicable laws, ordinances, or regulations; (b) perform or disclose any benchmarking or availability testing of the Services; (c) perform or disclose any performance or vulnerability testing of the Services; (d) perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Services; (e) white label or otherwise provide the Services directly or indirectly to third parties except as expressly permitted by the Agreement, (f) share passwords among Authorized Users, or otherwise permit more than one Authorized User to access the Services using a single corresponding account, ((a) through (f) collectively, the “Use Policy”). In addition to its other rights and remedies under the Agreement, TrustEngine has the right to take immediate remedial action if Customer violates or permits the violation of the Use Policy, including to suspend Customer’s Services account or remove or disable access to material that violates the Use Policy. Customer will ensure that all passwords and all access to the accounts held by Authorized Users within the Services are kept secure and confidential. Customer will be responsible for all access and losses that may occur to the extent caused by security lapses, failure to keep confidential access credentials, or other misconduct by Authorized Users.

2.3 Third-Party Services. The Services may facilitate technical integration with various third-party products (“Third-Party Services”). TrustEngine does not control the fees that Third-Party Services providers may charge for such integrations. Customer is responsible for directly engaging with the Third-Party Services provider to establish any necessary legal agreement and to cover the costs associated with enabling the integration for Customer, which may include one-time setup fees and recurring charges.

2.4 Consumer Data. Customer will own all data relating to Customer’s end consumers and/or to the transactions processed using the Services by or for Customer’s end consumers under the Agreement (such data “Consumer and Transaction Data”). Customer will comply with all applicable privacy laws in the course of collecting, storing, uploading to the Services and/or processing through the Services, making it available to TrustEngine, and/or using the Consumer and Transaction Data in connection with the Agreement, including obtaining all necessary consents from the Customer’s respective end consumers. Customer grants to TrustEngine a non-exclusive, limited term license, with the right to sublicense to TrustEngine’s Affiliates, to (a) use the Consumer and Transaction Data in connection with TrustEngine’s business, including to assist Customer to configure and use the Services, to conduct the transactions for Customer and/or for Customer’s end consumers under each Order, to provide to Customer the analytics, sales reporting and other services available for Customer through the Services, and to generally improve the Services, and (b) to produce Anonymized Data from the Consumer and Transaction Data, and to use, share and otherwise commercialize the Anonymized Data in the course of TrustEngine’s business, including to improve the Services. “Anonymized Data” means data that has been anonymized and/or aggregated to remove the identities of Customer, any individuals, and/or any other business entities. TrustEngine will also comply with all privacy laws applicable to TrustEngine in connection with the Consumer and Transaction Data and the Anonymized Data.

2.5 Sub-Processors. TrustEngine may transfer personal information about Customer’s end consumers provided by the Customer to the Services and engage with third-party data processors (“Sub-Processors”) to process the same. Customer hereby authorizes TrustEngine to engage and appoint such Sub-Processors to process such personal information and permits each Sub-Processor to appoint its own Sub-Processors. TrustEngine may continue using its current Sub-Processors (see the list at https://trustengine.com/third-party-processors/) and may engage additional or replace existing Sub-Processors, provided that TrustEngine notifies the Customer of any such changes. When engaging any Sub-Processor, TrustEngine shall impose data protection requirements that meet or exceed appropriate technical and organizational measures, ensuring that the processing complies with TrustEngine’s requirements.

2.6 Updates and Security. TrustEngine may update the Services and the applicable specifications from time to time, including to improve or add new functionality to the Services, or to reflect changes in laws, regulations, rules, technology, industry practices, patterns of system use, and availability of third-party services or content. TrustEngine may suspend Customer’s access to the Services at any time in case of actual or suspected security risks or threats to the Services, in which case TrustEngine will notify Customer of the respective issue as soon as reasonably possible.

2.7 Provision of Services through Affiliate. TrustEngine will provide the Services to the Customer acting through its Affiliate WowTools, Inc. The Order will be executed between Customer and TrustEngine while WowTools, Inc., will directly invoice the Customer for the applicable fees.

2.8 Support and Incident Response SLA. The Services will comply with the support and incident response service levels specified at https://trustengine.com/support-sla/.

3. Fees; Payments.

3.1 Fees. Customer will pay the amounts specified under each Order. Except as otherwise specified in an Order, all payments owed under the Agreement by Customer are due upon receiving an invoice from TrustEngine or from the TrustEngine Affiliate providing the Services. If a payment is more than 30 days past due, TrustEngine may, without limiting its other rights and remedies, suspend the Services without liability to Customer until such amounts are paid in full. Payments that are not made on time by Customer will bear interest at the rate of 1% of the unpaid balance per month (or the maximum amount allowed by law, if lower). Costs of collection for late or unpaid amounts under the Agreement (including any applicable legal fees and other collection fees and expenses) will be paid by Customer.

3.2 Payment. Customer will pay all amounts due under the Agreement either via a recurring, automatic ACH to a bank account designated by TrustEngine in the USA or via a recurring, automatic credit card, subject to a 3.5% processing fee. All amounts under the Agreement are stated and calculated, and will be paid, in United States Dollars ($ U.S.).

3.3 No Fee Changes during Subscription Term. During each Subscription Term, (a) TrustEngine may not change the fees for the respective Services during the applicable Subscription Term, and (b) neither TrustEngine nor the Customer may terminate that Order without the written consent of the other party until the expiration of that Subscription Term. In the absence of a Subscription Term applicable to any Services, or at the end of any Subscription Term, TrustEngine may change prices for such Services at any time. Fees due under any Order from Customer are not cancellable for the respective Subscription Term, and payments made by Customer under any Order are not refundable.

3.4 Taxes. Prices specified in an Order are exclusive of taxes. To the extent any taxes and other charges (including sales and use taxes, withholding taxes, gross receipts taxes, and other charges such as duties, customs, tariffs, imposts and other government-imposed surcharges) (“Taxes”) are applicable to the payments made by Customer to TrustEngine under the Agreement, Customer will be responsible for those Taxes and will pay them to the appropriate authorities. Customer will reimburse TrustEngine for any such Taxes that TrustEngine may pay on behalf of Customer. TrustEngine will reasonably cooperate with Customer to help the Customer obtain evidence of Tax payments under the Agreement to the extent Customer needs such evidence to claim tax credits. Each Party is responsible for its own respective income taxes.

4. Intellectual Property.

4.1 Ownership and Reservation of Rights. Except for the right to use the Services in accordance with Section 2 (Services), TrustEngine, its Affiliates, and licensors owns and will retain all right, title and interest in and to the Services and all related software and other technology used to deliver the Services, and to all IP Rights in and to all such Services, software and other technology. TrustEngine, its Affiliates, and licensors will retain ownership of its own respective technology (including software and hardware), services, and IP Rights.

5. Confidentiality.

5.1 Definition. “Confidential Information” means any information disclosed by either Party (including any of its Affiliates) to the other Party (including any of its Affiliates) in connection with the agreement (each a “Discloser” or “Recipient” of Confidential Information, as applicable). Confidential Information includes all information that is communicated orally, or that is in written, electronic, graphic, machine readable or in other tangible form that should be reasonably known to be confidential given its nature or the circumstances of its disclosure. Confidential Information will include all technology, technical and business information, and all other tangible items and electronically stored data, including materials, formulations, compositions, prototypes, structures, designs, software, APIs, documentation, systems, files, records, databases, drawings, artwork, designs, displays, audio-visual works, manuals, specifications, flow charts, web pages, customer lists, test cases, customer support information, electronic and other data, tangible embodiments of technical or business data, marketing collateral, market requirement documentation, R&D development specifications, protocol specifications, and any other similar technology, information, data, materials and tangible or intangible items. The Services and any modifications or additions made to the Services in connection with the agreement will be the Confidential Information of TrustEngine. The Customer’s technology, and any modifications or additions made in connection with the agreement to Customer’s technology, will be the Confidential Information of the respective Customer. Notwithstanding the foregoing, Confidential Information will exclude any information that (i) was at the time of disclosure, or later becomes generally known and available in the public domain, through no fault of the Recipient; (ii) was known to the Recipient at the time of disclosure; (iii) is publicly disclosed with the prior written approval of the Discloser; (iv) was, or is later independently developed by the Recipient without any use of the Discloser’s Confidential Information; or (v) becomes known to the Recipient from a source other than the Discloser and not in violation of the Discloser’s rights.

5.2 Obligations. With respect to any Confidential Information disclosed under the agreement by Discloser, (a) Recipient will treat such Confidential Information as confidential and will handle it using at least the same procedures and degree of care which it uses to prevent the misuse and disclosure of its own confidential information of like importance, but in no event less than reasonable care, (b) Recipient will only use such Confidential Information as expressly permitted under the agreement and only to the extent necessary, and (c) Recipient will not disclose any such Confidential Information to any of its employees, consultants or other individuals or entities except to the extent necessary for the purposes of the agreement and subject to confidentiality and nonuse obligations at least as protective of the Discloser as those set forth in the agreement (in which case Recipient will remain responsible for any noncompliance by such employees, consultants or other individuals or entities). Recipient further agrees to keep confidential the terms of the agreement. Recipient will not reverse engineer, disassemble or decompile any Services or other technology made available by the Discloser under the agreement, except to the extent that this clause is not enforceable under applicable laws.

5.3 Deletion of Confidential Information. Upon any termination of the agreement or upon request from the Discloser, Recipient will delete all of the Confidential Information received from the Discloser under the agreement (together with all copies and derivatives of such Confidential Information), except that (a) Recipient may continue to temporarily hold a copy of such information for data retention purposes in accordance with its data retention policy or as required by applicable laws, and (b) Recipient may continue to hold and use any Confidential Information received from the Discloser to the extent that Recipient is otherwise entitled to hold such data under the agreement and/or pursuant to applicable laws.

6. Warranties; Disclaimers

6.1 Warranties. TrustEngine warrants to Customer that the Services will operate substantially in accordance with TrustEngine’s applicable documentation made available by TrustEngine to Customer. TrustEngine’s sole obligation, and Customer’s sole and exclusive remedy with respect to any failure by TrustEngine to perform in accordance with the warranty in the preceding sentence, is for TrustEngine in its sole discretion to take commercially reasonable efforts to re-perform the affected Services or refund the Fees paid or payable for Services provided during the period of the failure.

6.2 Performance. TrustEngine and Customer each warrant and represent that, if it is a corporation or other legal entity, it is duly organized, validly existing and in good standing with the applicable authorities, and that it has all necessary power and authority to execute these Terms of Use and each Order executed by it, and perform its obligations under the Agreement.

6.3 Compliance with Laws. Each Party will comply with all laws, rules and regulations applicable to its business and operations in connection with the Agreement.

6.4 Mutual Disclaimers. EXCEPT AS EXPRESSLY SPECIFIED IN THIS AGREEMENT, NEITHER TRUSTENGINE, NOR CUSTOMER PROVIDES ANY OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY, TO EACH OTHER OR TO ANY THIRD PARTY, WITH RESPECT TO ANY PRODUCTS OR SERVICES (INCLUDING ANY IP RIGHTS, SERVICES, SOFTWARE, OR DATA), AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, AVAILABILITY, RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE OR USAGE.

7. Indemnification

7.1 TrustEngine Indemnification. TrustEngine will defend, indemnify and hold Customer harmless from and against any third party claim, demand, suit or proceeding (“Claim”) and related fees and expenses (including reasonable attorney’s fees) made or brought against Customer alleging the Services, as made available by TrustEngine under the Agreement to Customer, infringes or misappropriates such third party’s patents, copyrights, trademarks, or trade secret rights under the laws of the United States. If TrustEngine receives information about an infringement or misappropriation claim related to the Services, TrustEngine may, in its discretion, and at no cost to Customer: (a) modify the Services so that it no longer infringes or misappropriates; (b) obtain a license for Customer’s continued use of that Services in accordance with this Agreement; or (c) terminate Customer’s subscriptions for the Services upon thirty (30) days’ prior written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim arises from or relates to: (i) Third Party Services; (ii) Customer’s or any Authorized User’s breach of the Agreement; (iii) any modifications of the Services by or for Customer; (iv) use of the Services in combination with another product or service not provided by TrustEngine; or (v) failure to timely implement any modifications, upgrades, replacements or enhancements made available by TrustEngine to Customer at no additional cost.

7.2 Customer Indemnification. Customer will defend, indemnify, and hold TrustEngine harmless from and against any Claim and related fees and expenses (including reasonable attorney’s fees) made or brought against TrustEngine in connection with or arising from: (a) Consumer and Transaction Data; or (b) Customer’s violation of applicable laws.

7.3 Indemnification Process. The indemnifying party’s obligations are conditioned upon the indemnified party: (a) giving the indemnifying party prompt written notice of the claim (provided however, the failure to give timely notice will not relieve the indemnifying party of its obligations under this Agreement except to the extent such failure materially impairs the ability of the indemnifying party to defend); (b) granting full control of the defense and settlement to the indemnifying party (provided however, the indemnified party may participate with counsel of its choosing at its own expense); (c) reasonably cooperating with the indemnifying party, at the indemnifying party’s expense with regard to out-of-pocket expenses, in defense and settlement of any such claim; and (d) not admitting any fault or liability of the indemnifying party or itself.

8. Limitation of Liability

8.1 Limitation of Liability. TRUSTENGINE’S CUMULATIVE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO TRUSTENGINE IN ACCORDANCE WITH THE AGREEMENT AND ALL ORDERS HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE UPON WHICH ANY SUCH LIABILITY ARISES.

8.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUE, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Scope of Limitation. THE LIMITATIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION ARE A BARGAINED-FOR EXCHANGE AND A MATERIAL CONDITION AND PREMISE OF THE AGREEMENT.

9. Term; Termination

9.1 Term of these Terms of Use. These Terms of Use commence on the Effective Date and continue until all Orders entered into under these Terms of Use have expired or have been terminated.

9.2 Term of an Order. Customer’s subscription to the Services is as specified in the applicable Order. Except as may otherwise be expressly specified in an Order, subscriptions will automatically renew for additional successive periods of equal duration to the initial Subscription Term unless either party gives the other notice of non-renewal at least sixty (60) days before the end of the Subscription Term.

9.3 Termination. The Agreement may be terminated immediately, by written notice, (i) by either Party in the event of a material breach of the Agreement by the other Party if the circumstances that led to such breach remain uncured for thirty (30) days after receipt of written notice of default, or (ii) by either Party if the other Party ceases to do business without a successor as a result of a bankruptcy event experienced by that Party.

9.4 Effect of Termination. Upon the effective date of termination or expiration of the Agreement: (a) all rights, licenses, and subscriptions granted to Customer under any Order will immediately terminate; (b) Customer and all Authorized Users will immediately cease all use of, and access to, the Services; (c) Customer will immediately either return to TrustEngine or, in TrustEngine’s discretion, destroy all TrustEngine Confidential Information; and (d) TrustEngine will delete any Customer Confidential Information within forty-five (45) days after the effective date of expiration or termination, or as required by applicable law. Notwithstanding the previous sentence, either party may retain the other party’s Confidential Information for a longer period after the effective date of termination or expiration of the Agreement to comply with applicable law or as necessary to prosecute or defend any legal claim, in which case such party may retain such information only for a reasonable time pending resolution of such obligation or issue.

9.5 Refund or Payment upon Termination. If the Agreement is terminated by Customer in accordance with Section 9.3 (Termination), TrustEngine will refund to Customer any prepaid fees covering the remainder of the Subscription Term of the affected Orders after the effective date of termination. If the Agreement is terminated by TrustEngine in accordance with Section 9.3 (Termination), Customer will pay any unpaid fees covering the remainder of the Subscription of the affected Orders. In no event will termination relieve Customer of its obligation to pay any fees payable to TrustEngine for the period prior to the effective date of termination.

9.6 Survival. Section 1 (Definitions), Section 3 (Financial) to the extent that any payment obligations are not completed before the expiration or termination, Section 4 (Intellectual Property), Section 5 (Confidentiality), Section 7 (Indemnification), Section 8 (Limitation of Liability), Section 9.4 (Effect of Termination), Section 9.5 (Refund or Payment upon Termination), Section 9.6 (Survival), and Section 10 (General) will survive any termination or expiration of the Agreement.

10. General

10.1 Assignment. Neither party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other party’s prior written consent, provided that either party may assign the Agreement in its entirety without the other party’s consent in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets to which the Agreement relates. Any assignment in violation of the foregoing will be null and void. Subject to the foregoing, each and all of the provisions hereof will be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns.

10.2 Notices. Except as otherwise specified in the Agreement, all notices, permissions, and approvals hereunder to Customer will be in writing and will be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; or (c) the first business day after sending by email (provided email will not be sufficient for notices of termination or an indemnity claim). Billing-related notices to the Customer will be addressed to the relevant billing contact designated by the Customer. All other notices to the Customer will be addressed to the relevant Services system administrator designated by the Customer. Notwithstanding the foregoing, TrustEngine occasionally may need to notify Customer and Authorized Users of important announcement regarding operation of the Services, such as notice of downtime, and may provide such information by online notice. It is Customer’s responsibility to keep all email addresses associated with the its Services account current. Customer will be deemed to have received any email sent to any such email address, upon TrustEngine sending of the email, whether or not Customer actually receives the email (unless TrustEngine receives a bounce notice). All notices made by Customer to TrustEngine must be sent to TrustEngine, Attn: Legal, 10045 Baltimore National Pike, Unit A7 #625, Ellicott City, MD 21042, with a copy to [email protected].

10.3 Relationship of Parties. The Agreement does not create and will not be construed as creating any relationship of agency, franchise, fiduciary duty, partnership, or employment between the parties. The Agreement and relationship are not exclusive for either party.

10.4 Applicable Law and Venue. This Agreement and all claims relating to the relationship of the parties contemplated herein, whether or not arising directly under the agreement, will be governed by and construed and interpreted in accordance with the laws of the State of Maryland, applicable to contracts entered into and to be performed within that state. Customer and TrustEngine hereby acknowledge and agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the agreement. TrustEngine and Customer hereby irrevocably consent to the personal jurisdiction and venue of any State or Federal court located in Maryland.

10.5 Injunctive Relief. Both parties acknowledge that any unauthorized use of the Services or breach of the confidentiality or intellectual property provisions herein may cause irreparable harm to the other party, the extent of which would be difficult to ascertain. Accordingly, both parties agree that, in addition to any other remedies to which a party may be legally entitled to, either party will have the right to seek injunctive relief in the event of such a breach.

10.6 Force Majeure. Except for the payment of fees, each party will be excused from any failure or delay caused by or the result of causes beyond its reasonable control and could not have been avoided or corrected through the exercise of reasonable diligence, including, but not limited to, acts of God, fire, flood, hurricane or other natural catastrophe, terrorist actions, laws, orders, regulations, directions or actions of governmental authorities having jurisdiction over the subject matter hereof, or any civil or military authority, national emergency, insurrection, riot or war, labor strikes not involving either party’s employees, general failure of telecommunication or digital transmission links or general failure of the Internet.

10.7 Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (a) the applicable Order (which includes the terms included in any on any schedules, exhibits, or annexes attached to the Order and the terms included on any URL links referenced therein); (b) these Terms of Use; and (c) the Services documentation made available by TrustEngine to Customer.

10.8 Miscellaneous. TrustEngine reserves the right to prospectively change or modify any of the terms and conditions contained in these Terms of Use including, by posting the new version at: https://trustengine.com/mc-terms-of-use/; otherwise, no other amendment or modification of the Agreement will be valid or binding upon the parties unless made in writing and executed by authorized representatives of each party. The Agreement supersedes all prior agreements and understandings, including oral representations, between the Parties relating to its subject matter. In case of any conflict between the Agreement and any Customer-issued purchase order, quotation, or other document, the terms of the Agreement will prevail. Waiver of breach of any provision of the Agreement on any occasion will not be deemed a waiver of that provision or of any other provision on any other occasion, nor will such waiver affect the right of either party to terminate the Agreement. If any provision in the Agreement is held to be invalid or unenforceable for any reason, such provision will, to the extent of such invalidity or unenforceability, be severed, but without in any way affecting the remainder of such provision or any other clause in the Agreement, and the provision will be replaced with a provision which, to the extent permitted by applicable law, achieves the purposes intended by the invalid or unenforceable provision. This Agreement may be executed in counterparts. The headings in these Terms of Use are for convenience of reference only and will not be referred to in connection with the construction or interpretation of these Terms of Use.

Updated March, 2025