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The Platform Integration Terms and Conditions, together with the Order Form (collectively, the “Agreement”), is by and between Moov Financial, Inc., a Delaware corporation ("Moov"), and you or the Person on whose behalf you are accepting the Agreement ("Company"), and is effective as of the effective date set forth in the Order Form (the “Effective Date”). Unless otherwise defined in the Agreement, capitalized terms used in the Agreement have the meanings set forth in Section 18. The parties, intending to be legally bound, hereby agree as follows:

1. General Overview.

1.1. Overview of the Moov Services. Moov is the provider of a technology platform and related APIs (collectively, the “Moov Platform”) through which Moov, in conjunction with one or more financial institution partners (each, an “FI Partner”), enables the initiation and receipt of funds transfers and payments, and provides related services, as further described in the Documentation and the Agreement (the Moov Platform, together with the related services, collectively, the “Moov Services”).

1.2. Scope of the Agreement. The Agreement sets forth the terms and conditions applicable to Company’s integration of the Moov Services into the Company Platform and making available the Moov Services through the Company Platform. To the extent Company accesses and uses the Moov Services to initiate or receive funds transfers or payments on its own behalf, Company’s access to and use of the Moov Services will be subject to the terms and conditions of the Moov Platform Agreement and Company agrees to comply with the terms and conditions of the Moov Platform Agreement in connection with its access to and use of the Moov Services on its own behalf.

1.3. FI Partners. In order to provide or otherwise make available certain of the Moov Services, Moov may establish and rely on relationships with FI Partners and such FI Partners may establish certain requirements, standards, guidelines, and other expectations that apply to the Moov Services, as the same may be modified, supplemented, or replaced from time to time (collectively, “FI Partner Guidelines”). Therefore, the licenses granted under the Agreement and the provision and availability of the Moov Services will be subject to any applicable FI Partner Guidelines.

1.4. Acceptance. Company may obtain the Moov Services via an Order Form provided or made accessible by Moov or a Reseller. After receipt of an Order Form, Company may submit a purchase order to Moov or a Reseller. However, acceptance of an Order Form is expressly limited to and conditioned on the terms contained in the Order Form, including any reference to these Platform Integration Terms and Conditions contained therein. Moov objects to any terms in Company’s acceptance or confirmation of an Order Form (including terms contained or referenced in any purchase order) that are additional to or different from the terms of the Agreement. Company acknowledges that any such additional or different terms, whether received prior to or after the date of an Order Form, will be disregarded. This includes any terms set forth in any click-through agreements referenced in a purchase order or otherwise. In the event of a conflict between an Order Form and these Platform Integration Terms and Conditions, the terms in the Order Form will control, but only to the extent of the conflict.

2. The Moov Services.

2.1. License. Subject to Moov’s written approval of the Company Platform and use case through which Company will make available the Moov Services, and subject to Company’s compliance with the terms and conditions of the Agreement, Moov grants to Company a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to integrate the Moov Services with the Company Platform as described in, and in accordance with, the Documentation solely as necessary to make available the Moov Services to Company Customers through the Company Platform in strict accordance with the use case approved by Moov in order for such Company Customers to access and use the Moov Services only as expressly permitted by and in accordance with the Moov Platform Agreement and the Agreement.

2.2. Provision of the Moov Services. Subject to Company’s compliance with the terms and conditions of the Agreement, Moov will use commercially reasonable efforts to provide the Moov Services in accordance with the Documentation.

2.3. Modifications. Moov may modify, replace, or discontinue all or any part of the Moov Services or the Documentation from time to time, including by imposing limitations or other restrictions on the use of or access to the Moov Services. Moov will use commercially reasonable efforts to notify Company in advance of any modifications to the Moov Services or the Documentation that would reasonably be expected to require Company to make material modifications to the Company Platform in order for Company to continue to make available the Moov Services in accordance with the Agreement. If Moov makes any modifications to the Moov Services, the Company will promptly implement such modifications in accordance with the Documentation.

3. Certain Obligations of Company.

3.1. Responsibility for Company Services. Company will be responsible for all aspects of providing or otherwise making available the Company Services to Company Customers in accordance with the terms and conditions of the Company Customer Agreement. Company will ensure that Company’s provision of the Company Services complies with all Applicable Law and Network Rules and that Company Customers access and use the Company Services in accordance with all Applicable Law and Network Rules. As between Moov and Company, Company will be responsible and liable for all activity occurring on or through the Company Services.

3.2. Establishment of Moov Account. In order for Company to make available the Moov Services to Company Customers through the Company Platform, and in order for Company Customers to access and use the Moov Services through the Company Platform, Company and each Company Customer may be required to establish and maintain a Moov Account. Company will ensure that: (a) all information, data, and supporting documentation necessary to establish a Moov Account for Company and for each Company Customer that is required to establish a Moov Account is provided or otherwise made available to Moov, and (b) such information, data, and supporting documentation is accurate, complete, authentic, valid, and timely. Company will promptly notify Moov of any change to any information, data, or supporting documentation previously provided or otherwise made available to Moov. As between Moov and Company, Company will be ultimately responsible and liable for all activity associated with Company’s Moov Account.

3.3. Use Case Approval. Prior to making available the Moov Services to Company Customers or otherwise accessing or using the Moov Services, Company will provide to Moov a complete and accurate description of Company’s proposed use case for the Moov Services and obtain Moov’s approval of such use case. Company agrees to make available and otherwise access and use the Moov Services in strict accordance with the approved use case and will obtain Moov’s prior written approval before making available or otherwise accessing or using the Moov Services for a use case that has not been approved in advance by Moov.

3.4. Moov Account Credentials. Moov will provide Company with credentials to be used by Company to facilitate access to and use of the Moov Services by Company Customers (the “Account Credentials”). Company agrees that it is solely responsible and liable for securing, protecting, and limiting disclosure of the Account Credentials to authorized employees of Company and for any unauthorized access to or use or disclosure of the Account Credentials. Company will notify Moov immediately, by emailing help@moov.io, if Company becomes aware of any actual or suspected unauthorized access to or use or disclosure of the Account Credentials.

3.5. Integrating and Marketing the Moov Services. Company will integrate the Moov Services with the Company Platform, will market and make available the Moov Services to Company Customers, and will otherwise exercise its rights and perform its obligations in connection with the Agreement in accordance with Applicable Law, Network Rules, the Documentation, and the Agreement.

3.6. Territory. Company will market and make available the Moov Services only to Company Customers located in the Territory.

3.7. Relationship with Company Customers.

Company will be responsible for all aspects of Company’s relationship with Company Customers and Company’s provision of Company Services to such Company Customers, including determining and selecting which Moov Services to make available through the Company Platform in general and in respect of each Company Customer and for properly communicating such selections to Moov.
Prior to allowing any Company Customer to access or use the Moov Services, Company will (1) ensure all information and data requested by Moov to onboard the Company Customer for access to and use of the Moov Services has been provided by the Company Customer, (2) conduct any additional underwriting or due diligence on the Company Customer as requested or required by Moov, (3) validate that the Company Customer has reviewed and agreed to be bound by the terms and conditions of the Moov Platform Agreement, (4) associate the Company Customer’s Moov Account established pursuant to Section 3.2 with Company’s Moov Account, (5) make all necessary disclosures to the Company Customer, (6) obtain all consents, authorizations, permissions, and approvals necessary for Moov, any applicable third party of Moov, and Company to exercise their rights and perform their obligations in connection with the Agreement, and (7) enter into a Company Customer Agreement with the Company Customer.
Company will disclose all Payment Acceptance Transaction Fees to each commercial Company Customer prior to allowing such Company Customer to access or use the Moov Services. Company acknowledges and agrees that Company’s disclosure of Payment Acceptance Transaction Fees and any modifications thereto will be subject to Moov’s review and approval, which will not be unreasonably withheld.
Company will maintain a Company Customer Agreement with each Company Customer that wishes to access and use the Moov Services through the Company Platform. Company will ensure that the Company Customer Agreement (1) clearly, accurately, and completely discloses all relevant terms, conditions, and policies applicable to the Company Services, (2) complies with all Applicable Law and Network Rules, (3) does not include any representations, warranties, or covenants by or on behalf of Moov or otherwise obligate Moov, and (4) does not create any conflict or inconsistency with the Moov Platform Agreement or the Agreement.
Company will be responsible for overseeing and monitoring Company Customers in connection with their access to and use of the Company Services and Moov Services. Moov will have the right to review and approve, such approval not to be unreasonably withheld, conditioned or delayed, the onboarding flow established by Company (e.g., presentation of terms, disclosures, and agreements related to the Moov Services) for Company Customers who wish to access and use the Moov Services through the Company Platform.

3.8. Information Provided by Company. Company will ensure that all information or data about or related to Company and Company Customers requested by Moov in connection with the Moov Services or the Agreement is provided or otherwise made available to Moov and that Moov is notified of any change to such information or data. As between Moov and Company, Company will be solely responsible and liable for the accuracy, completeness, and authenticity of all information and data about or related to Company or Company Customers provided or otherwise made available to Moov in connection with the Moov Services and the Agreement and Company agrees that Moov may rely on all such information and data without further inquiry into the accuracy, completeness, or authenticity of such information or data.

3.9. Transaction Instructions. Company will be responsible for receiving Transaction requests and instructions from Company Customers and for accurately and completely conveying such Transaction requests and instructions to Moov through the Moov Services.

3.10. Company Security Procedures. Company acknowledges that it, and not Moov, controls the user interface with Company Customers. Prior to accepting any Funds Transfer Transaction requests or instructions from a Company Customer, Company will implement commercially reasonable security measures that are designed to verify that each Funds Transfer Transaction request or instruction, including any amendments to such requests or instructions, is that of such Company Customer ("Company Security Procedures"). Company will maintain any applicable Company Security Procedures throughout the Term. Company will comply with, and will cause each Company Customer to comply with, any applicable Company Security Procedures for each applicable Funds Transfer Transaction request and instruction. As between Moov and Company, Company will be responsible and liable for ensuring that any applicable Company Security Procedures comply with, and enable compliance with, Applicable Law, FI Partner Guidelines, and Network Rules.

3.11. Restrictions on Use. Without limiting any other provision of the Agreement, Company will not allow access to or use of the Moov Services as follows: (a) in, by, or for any country or Person sanctioned, embargoed, or blocked by any Governmental Authority, including by reason of their inclusion on a list maintained by the U.S. Office of Foreign Asset Control ("OFAC"), (b) in any manner that violates, or could reasonably be expected to violate, Applicable Law or Network Rules, (c) in connection with any activity or type of business identified by Moov or any applicable FI Partner from time to time as a restricted or prohibited activity or business, or (d) in violation of any other restrictions established by Moov or any applicable FI Partner from time to time. Company authorizes Moov and any FI Partner to share information provided or otherwise made available to Moov or such FI Partner with third parties, including the Networks and any other Person involved in the provision of Moov Services.

3.12. Customer Service and Support.

Generally. Company will be responsible for: (1) providing all customer service and support to Company Customers in connection with their access to and use of the Moov Services as described in the Documentation, and (2) establishing and maintaining Transaction dispute handling policies and procedures in compliance with Applicable Law and Network Rules. Without limiting the generality of the foregoing, Company will promptly respond to, investigate, address, and otherwise resolve all inquiries and complaints of Company Customers.
Complaints. To the extent not prohibited by Applicable Law or the relevant Governmental Authority, Company will promptly notify Moov of any inquiry, complaint, or other actual or threat of legal process, litigation, or regulatory action by any Governmental Authority, Company Customer, or other third party arising out of or relating to the Moov Services. Additionally, Company will promptly notify Moov of any allegation that Company or the Company Services do not comply with Applicable Law or Network Rules or that Company is engaging in, or has engaged in, any acts, practices, or conduct that violates Applicable Law or Network Rules.

3.13. Costs and Expenses. Company will be responsible for all costs, expenses, and other amounts incurred by Company in connection with implementing and integrating the Moov Services with the Company Platform, marketing and making available the Moov Services to Company Customers in accordance with the Agreement, and otherwise exercising its rights and performing its obligations in connection with the Agreement.

4. Use of Third Parties.

Company will not use any third party to exercise its rights or perform its obligations in connection with the Agreement without obtaining Moov’s prior written consent to use such third party. If Company is permitted to and does use a third party in connection with the Agreement, Company will be responsible and liable for the acts and omissions of such third party as if such acts or omissions were the acts or omissions of Company.

5. Records; Audits.

5.1. Records. Company will keep, maintain, and share with Moov upon request complete and accurate books and records in connection with Company making available the Moov Services through the Company Platform and Company Customers accessing and using the Moov Services (collectively, “Records”). Company will ensure that Company keeps and maintains Records sufficient for Moov to determine Company’s compliance with the Agreement.

5.2. Audit Rights. From time to time, Moov, any applicable FI Partner, any Network, any Governmental Authority, and/or any designees of any of the foregoing Persons (each, an “Auditing Party”) may need to inspect, examine, or otherwise audit Company, including Company’s facilities, personnel, books, records, accounts, data, reports, or other similar materials, information, or data involved or related to Company’s activities in connection with the Agreement (each, an “Audit”). While Moov will use commercially reasonable efforts to provide at least 30 days’ prior written notice of any Audit of Company by an Auditing Party, upon any notice to Company, Company agrees that any Auditing Party may conduct an Audit of Company. If the results of any Audit reveal any material issues, including Company’s non-compliance with the Agreement or any Company Customer’s non-compliance with the Moov Platform Agreement, Company will take all appropriate actions, including any actions required by any applicable Auditing Party, to promptly remedy such issues within the time frames established by the Auditing Party and will provide the Auditing Party with any evidence reasonably required by the Auditing Party to demonstrate such issues have been properly remediated. Company will fully cooperate with any Auditing Party in connection with any Audit of Company conducted by such Auditing Party.

6. Fees and Charges.

6.1. Fees and Expenses. Company will pay the fees and expenses set forth in the Order Form (collectively, “Fees”) in accordance with the terms of the Agreement. Depending on how Company obtained the Moov Services, Company will pay Moov or a Reseller the Fees. The Fees will not be modified during the Initial Term. Notwithstanding the foregoing, Moov or a Reseller may modify any Third-Party Fee at any time upon notice to Company, which notice may be provided to Company through Company’s Moov Account, if the applicable third party modifies the Third-Party Fee with respect to Moov. Moov or a Reseller may modify any Fees during any Renewal Term by providing Company with no less than 30 days’ prior written notice, which notice may be provided to Company through Company’s Moov Account.

6.2. Payment Terms. All Fees incurred by Company in a calendar month will be invoiced to Company in a form, format, and method determined by Moov or a Reseller and will be paid by Company within 30 days of Company’s receipt of such invoice, unless otherwise set forth in an Order Form. Any fixed monthly Fees identified in the Order Form will be deemed to have been incurred by Company on the first day of each month or the first day of any shortened prorated period, as applicable, and may be invoiced to Company as of such date. Any per-item Fees identified in the Order Form and any amounts incurred in excess of any monthly minimum Fees will be invoiced in arrears following the period in which they were incurred to the extent they have not already been collected via the Moov Platform at the time of the Transaction.

6.3. Fee Dispute. Company will notify Moov or a Reseller in writing if Company disputes any Fees invoiced to Company and provide substantiating documentation within 20 days following the date on which Moov or a Reseller provides or otherwise makes available the invoice to Company (each, a “Fee Dispute Period”). Company will be deemed to have accepted any Fee it does not dispute within the applicable Fee Dispute Period. Notwithstanding the dispute of any Fees by Company, Company will pay all amounts due within the time period required by the Agreement, and the parties will work in good faith to resolve all disputes in an expeditious manner. If Company successfully disputes any Fees in an invoice, then Moov or a Reseller will credit the amount successfully disputed by Company in a subsequent invoice.

6.4. Taxes. Company will be solely responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind, imposed by any Governmental Authority on any amounts payable by Company hereunder.

7. Ownership.

7.1. Moov IP. As between Moov and Company, Moov will own all right, title, and interest to the systems, hardware, software, interfaces, equipment, technology, Marks, and other materials owned by or licensed to Moov, including the Moov Services and Documentation, and all modifications, enhancements, upgrades, and updates thereto (collectively, the “Moov IP”). Company acknowledges and agrees that there are no implied licenses in or to all or any part of the Moov IP.

7.2. Company IP. As between Moov and Company, Company will own all right, title, and interest to the systems, hardware, software, interfaces, equipment, technology, Marks, and other materials owned by or licensed to Company, excluding any Moov IP, and all modifications, enhancements, upgrades, and updates thereto (collectively, the “Company IP”). Moov acknowledges and agrees that there are no implied licenses in or to all or any part of the Company IP.

7.3. Trademark License. Each party hereby grants to the other party a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to use, display, and reproduce such party’s name, logo, trademarks, service marks, and domain names (collectively, “Marks”) as expressly authorized by this Section 7.3. Company may use, display, and reproduce Moov’s Marks solely for the purpose of identifying Moov as the provider of the Moov Services in conjunction with Moov’s FI Partners, subject to any branding and usage guidelines made available to Company by Moov. Given the regulation of certain aspects of the Moov Services, Company agrees to submit and obtain Moov’s written approval of any proposed use, display, or reproduction of Moov’s Marks prior to using, displaying, or reproducing such Marks. Moov may use, display, and reproduce Company’s Marks on Moov’s webpages, in Moov’s marketing materials and communications, and in Moov’s investor and financial presentations and materials for the purpose of identifying Company as a user of the Moov Services, subject to any branding and usage guidelines made available to Moov by Company. Each party acknowledges that the other party’s Marks are and will remain the exclusive property of such party and all use, display, and reproduction by a party of the other party’s Marks will inure solely to the benefit of the licensor of such Marks.

7.4. License Restrictions. Company will not, and will not allow any third party to: (a) access or use all or any part of the Moov IP in a manner that is not expressly permitted under the Agreement or the Moov Platform Agreement; (b) remove, deactivate, or otherwise circumvent any license restrictions or mechanisms intended to limit use of all or any part of the Moov IP; (c) create derivative works of all or any part of the Moov IP; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available all or any part of the Moov IP to any third party other than Company Customers as expressly provided by the Agreement; (e) reverse engineer, disassemble, or decompile all or any part of the Moov IP; or (f) misuse, damage, disrupt, or impair all or any part of the Moov IP or interfere with any other Person’s access to or use of the Moov IP.

7.5. Feedback. If a party or any representative of such party provides any Feedback to the other party, then the party providing Feedback, on behalf of itself and such representative, hereby grants to the other party a perpetual, worldwide license to use, disclose, publish, profit from, and otherwise exploit such Feedback, without restriction and without any attribution or compensation to the party providing Feedback or such representative, for any purpose.

8. Data Rights and Restrictions.

8.1. Ownership of Moov Data. As between Moov and Company, Moov will own all right, title, and interest in and to all Moov Data and Moov will not be subject to any restrictions under the Agreement with respect to such Moov Data.

8.2. Ownership of Company Data. As between Moov and Company, Company will own all right, title, and interest in and to all Company Data and Company will not be subject to any restrictions under the Agreement with respect to such Company Data.

8.3. Ownership and Use of Services Data. As between Moov and Company, Moov will own all right, title, and interest in and to all Services Data and Moov will not be subject to any restrictions under the Agreement with respect to such Services Data. Moov hereby grants Company a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to access and use, and to disclose to Company Customers (and only to Company Customers), any Services Data made available to Company through the Moov Services only to the extent necessary for Company to perform its obligations under the Agreement. Company acknowledges and agrees that there are no implied licenses in or to all or any part of the Services Data.

8.4. Data Privacy. The Moov Privacy Policy explains how and for what purposes Moov may collect, use, retain, disclose, and safeguard certain data, including Personal Data, in connection with the Moov Services. Company acknowledges and agrees that Moov may collect, use, retain, and disclose data to the extent not prohibited by Applicable Law or the Moov Privacy Policy. Company will ensure that Company’s privacy policy is consistent with the Moov Privacy Policy and terms and conditions of the Agreement.

8.5. Data Migration.

Upon Company’s written request, Moov will work with Company in connection with Company’s facilitation of the secure transfer of Payment Data from Company’s existing Payment Software Provider to Moov (each, an “Import Data Migration”) and from Moov to a successor Payment Software Provider following the expiration or termination of the Agreement (each, an “Export Data Migration”), subject to and in accordance with the Agreement, the applicable requirements established by Moov, and the data migration plan as agreed by the parties in writing. Any Data Migration assistance provided by Moov will be subject to a fee as agreed by the parties.
Company acknowledges and agrees that: (1) Company will provide all information and assistance reasonably requested by Moov to facilitate any Import Data Migration or Export Data Migration (each, a “Data Migration”), (2) Company will ensure that each Payment Software Provider involved in a Data Migration is certified as compliant with the PCI Standards and otherwise complies with the PCI Standards in connection with the Data Migration, (3)) with respect to an Import Data Migration, Moov is not responsible or liable for the form or format in which, or the method by which, a Payment Software Provider transfers Payment Data to Moov and Moov makes no, and hereby expressly disclaims any, representations, warranties, or covenants as to the usability of such Payment Data in connection with the Moov Services, (4) with respect to an Export Data Migration, Moov will transfer Payment Data in Moov’s then-current standard form and format, and using Moov’s then-current standard method, for transferring such Payment Data, (5) Moov is not responsible or liable for the security of Payment Data received by Moov in connection with an Import Data Migration until such Payment Data is accepted by Moov and securely within Moov’s information technology environment, at which point Moov will only be responsible for the security of such Payment Data as expressly provided by the Agreement, and (5) Moov is not responsible or liable for the security of Payment Data transferred by Moov in connection with an Export Data Migration once such Payment Data is transferred outside of Moov’s information technology environment.

9. Confidentiality.

9.1. Confidential Information. A Disclosing Party may disclose or otherwise make available information or material to the Receiving Party,

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