Subscriber Terms of Use

Last Updated on April 9, 2025.

INTRODUCTION THESE SUBSCRIBER TERMS OF USE (“TERMS”) GOVERN YOUR ACCESS TO AND USE OF THE CP PLATFORM AND CP SERVICES.

PLEASE READ THE BINDING ARBITRATION PROVISIONS AND CLASS ACTION WAIVER IN SECTION 15.10 OF EXHIBIT A, WHICH AFFECT HOW DISPUTES ARE RESOLVED.

BY (1) CLICKING “JOIN NOW” OR ANOTHER BOX INDICATING ACCEPTANCE OF THESE TERMS, (2) USING THE CP PLATFORM OR ANY CP SERVICES, OR (3) CONSENTING TO AN ORDER FORM THAT REFERENCES THESE TERMS, YOU AGREE AND BECOME A PARTY TO THESE TERMS. IF THE INDIVIDUAL ACCEPTING THESE TERMS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (EACH, A “COMPANY SUBSCRIBER”), SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND THE COMPANY SUBSCRIBER IDENTIFIED IN THE REGISTRATION PROCESS (AND ITS AFFILIATES) TO THESE TERMS, IN WHICH CASE THE TERM “YOU” REFERS TO THE COMPANY SUBSCRIBER AND ITS AFFILIATES. IF YOU DO NOT HAVE AUTHORITY TO ACCEPT THESE TERMS, OR DO NOT AGREE WITH THESE TERMS, DO NOT CLICK “JOIN NOW” OR ANY OTHER BOX INDICATING ACCEPTANCE OF THESE TERMS, AND DO NOT ACCESS OR USE THE CP PLATFORM OR ANY CP SERVICES.

CP’s direct competitors are prohibited from accessing or using the CP Platform, except with CP’s prior written consent. In addition, the CP Platform may not be accessed for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes.

The Terms include this Introduction, plus; (a) the General Terms and Conditions in Exhibit A below; (b) the Definitions in Exhibit B below; (c) the Authorized Reseller Addendum attached as Exhibit C below; (d) the Plaid Services Addendum attached as Exhibit D below; (e) the then-current Website Terms of Use; (f) the Data Protection Addendum, as applicable, available to you via the CP Platform; (g) any and all Order Forms; and (h) any applicable Additional Terms. These Terms were last updated on April 9, 2025.

EXHIBIT A – GENERAL TERMS AND CONDITIONS

1. Definitions.

Terms defined either in Exhibit B, or in the context in which they first appear in these Terms (including any Order Form), will have the indicated meaning throughout these Terms and all attached documents. Unless otherwise indicated, all section references in these Terms are to sections within the same Exhibit in which the section reference appears.

2. Provision of CP Services.

Until expiration or termination of your Subscription Term, CP grants you a limited, revocable, worldwide, non-exclusive, non-transferable, non-assignable (except as expressly stated herein) license during the Subscription Term for you to access and use (if you are an individual subscriber) or for you to allow your Users to access and use (if you are a Company Subscriber) those functionalities of the CP Platform and CP Services which are consistent with your Subscription Level, solely for your internal business purposes. Your right to access and use the CP Platform and CP Services is (a) subject to your Subscription Level and your compliance with these Terms, including your timely payment of all applicable Fees, (b) not contingent on the delivery of any future functionality or features, and (c) not dependent on any oral or written comments made by CP regarding future functionality or features.

3. Use of CP Platform.

3.1. Your Responsibilities. You will (a) be solely responsible for your (and for Company Subscribers, each User’s) compliance with these Terms, (b) be solely responsible for the accuracy, quality, integrity, and legality of your Content and Applications, the means by which you and/or your Users acquired your Content or Applications, and you and your Users’ rights to use your Content or Applications (c) use commercially reasonable efforts to prevent unauthorized access to or use of any CP Platform account, and notify CP promptly of any such unauthorized access or use, (d) access and use, and cause your Users (if applicable) to access and use, the CP Platform only in accordance with these Terms and applicable laws and government regulations, including those related to privacy, electronic communications, and anti-spam.

3.2. No Modifications. Neither you nor your Users may in any way: (a) modify, change, alter, or create derivatives works based upon the CP Platform or any CP Services; or (b) use the CP Platform or any CP Services for any purpose that (i) violates applicable law or regulation or (ii) is not expressly authorized under these Terms.

3.3. Usage and Storage Limits. Neither the CP Platform nor any CP Service is a storage service, and may be subject to usage and storage limits. CP has no obligation to store, maintain or provide you with a copy of any Content that you or other Subscribers may provide, except to the extent such obligation is: (a) an express part of a CP Service which you have purchased; or (b) otherwise required by applicable law. If you or your Users exceed a then-current usage or storage limit, or a contractual usage or storage limit that applies to a particular CP Service, CP may work with you to seek to reduce your usage and storage so that it conforms to that limit. If, notwithstanding CP's efforts, you are unable or unwilling to abide by an applicable usage or storage limit, you will pay any invoice for excess usage in accordance with the "Fees and Payment" section below.

3.4. Usage Restrictions. You will not, and will not permit your Users to (a) make the CP Platform or any CP Services, or any portion thereof, available to anyone other than your Users, or use the CP Platform or CP Services for the benefit of anyone other than you, (b) sell, resell, license, sublicense, distribute, make available, rent, or lease the CP Platform or any CP Services, or any portion thereof, (c) use the CP Platform or any CP Services to disseminate, store, or transmit infringing, libelous, or otherwise unlawful or tortious material, or to disseminate, store, or transmit material in violation of third-party intellectual property or privacy rights, (d) use the CP Platform or any CP Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the CP Platform or any CP Service, (f) attempt to gain unauthorized access to the CP Platform or its related systems or networks, (g) permit direct or indirect access to or use of the CP Platform or any CP Service in a way that circumvents any provision of these Terms, or use the CP Platform or any CP Services to access or use any of CP's intellectual property (except as expressly permitted under these Terms), (h) modify, copy, or create derivative works based on the CP Platform or any CP Services or any part, feature, function, or dashboard thereof, (i) copy the CP Platform or any CP Services or any portion thereof (except as CP may expressly permit Vendors to copy certain pitch templates), (j) frame or mirror any part of the CP Platform or any CP Services other than framing on your own intranets for your own internal business purposes, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the CP Platform or any CP Services or access to them, (l) build a competitive product or service, (m) build a product or service using similar ideas, features, functions or graphics of the CP Platform or any CP Services, (n) copy any ideas, features, functions or graphics of the CP Platform or any CP Services (except as CP may expressly permit Vendors to copy certain pitch templates), (o) use bots or other automated methods to access or use the CP Platform or any CP Service, (p) imply or state that you are affiliated with or accredited or endorsed by CP without our express consent; or (q) share any User account or password, or transfer all or any part of an account. Any use of the CP Platform or any CP Services in breach of this section may result in immediate suspension or termination of your account, in CP’s sole discretion; CP may, in its sole discretion, use commercially reasonable efforts under the circumstances to provide you with notice and an opportunity to remedy such breach or threat prior to any such suspension or termination.

4. APPLICATIONS, CONTENT AND COMMUNICATIONS BETWEEN SUBSCRIBERS; EVENTS.

4.1. Any promotion, license, acquisition or other use by a Channel Partner of any Vendor Applications, any exchange of data, links or communications between Subscribers, and any license or other contract for products or services between Subscribers, is solely between the applicable Subscribers. CP is not and will not be a party to any license or other contract between Subscribers concerning access or subscription to, or use of, any Vendor Application or any other Vendor product or service. Any reliance by a Channel Partner on any Vendor Content, Vendor Application, or any other Vendor representation or communication, is at the Channel Partner’s own risk; and any reliance by a Vendor on any Channel Partner Content or any other Channel Partner representation or communication, is at the relying Subscriber’s own risk.

4.2. CP DOES NOT PROVIDE, ENDORSE, GUARANTEE OR WARRANT ANY VENDOR APPLICATION, SUBSCRIBER CONTENT OR EVENT, NOR DOES CP OFFER, SUPERVISE, DIRECT, CONTROL, SUPPORT OR MONITOR ANY VENDOR APPLICATION. SUBSCRIBERS ARE INDEPENDENT BUSINESS OWNERS OR INDIVIDUALS AND ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF CP. ALTHOUGH CP MAY IMPOSE CERTAIN USAGE RESTRICTIONS ON USERS, CP DOES NOT SUPERVISE, SCOPE, DIRECT OR CONTROL, AND HAS NO OBLIGATION TO MONITOR, ANY EVENT OR ANY SUBSCRIBER’S ACTIONS, COMMUNICATIONS OR SUBSCRIBER CONTENT, AND CP AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY OR RESPONSIBILITY ARISING OUT OF ANY SUBSCRIBER CONDUCT, SUBSCRIBER CONTENT OR EVENT, OR YOUR USE OR ACCESS TO ANY SUBSCRIBER CONTENT, VENDOR APPLICATION OR EVENT.

5. NOTICES AND MESSAGES.

5.1. By entering into these Terms or using the CP Platform, and by providing telephone numbers and email accounts of your Users, you expressly agree and affirmatively consent: (a) to receive communications (i) from us, (ii) from our independent contractors and (ii) from other Subscribers, where the applicable CP Platform functionality permits or requires communications or where you have indicated your consent to be contacted by such parties, including via e-mail, text message, calls, and push notifications or other messaging tools and features within the CP Platform; and (b) that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our Affiliates may include: operational communications concerning your account or the use of the CP Platform or CP Services, updates concerning new and existing features or offerings on the CP Platform or with respect to CP Services, communications concerning promotions run by us or our third-party partners, or news concerning industry developments. Standard text messaging charges applied by your cell phone carrier may apply to text messages that we send. All such charges are billed by and payable to your cell phone carrier. You understand that you do not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY REPLY “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM US (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE CP PLATFORM OR RELATED CP SERVICES. If you choose to discontinue or terminate these Terms, or lose or plan to give up your telephone number(s) that are linked to your account or any User, you will send a text message with the word “STOPALL” to our sending number from the mobile phone that you wish to opt-out of before stopping use of the mobile number(s) provided to CP, and you agree to timely update all contact information in your account. You represent and warrant that you own and control all contact information linked to your CP Platform account, including the email accounts and the telephone number(s).

5.2. You agree to indemnify CP and its Affiliates for any privacy, tort or other claims relating to your voluntary provision of a telephone number or email account that is not owned by you and/or your failure to promptly notify CP of any changes in your contact information, including telephone number. You agree to indemnify, defend and hold CP and its Affiliates harmless from and against any and all such claims, losses, liability, costs and expenses (including reasonable attorneys’ fees). CP will have the exclusive right to choose counsel, at your expense, to defend any such claims.

6. PROPRIETARY RIGHTS.

6.1. Reservation of Rights. Subject to the limited rights expressly granted in these Terms, CP, its Affiliates, and its and their licensors reserve all rights, title, and interest in and to the CP Platform and all CP Services (including all updates, customizations, and/or modifications thereto), and its and their trade and service marks, and the Aggregate Data (defined below), including in each case all related intellectual property rights. No rights are granted to you or your Users other than as expressly set forth in these Terms.

6.2. Your Marks. You authorize CP to display your name and logo: (a) on the CP Platform and in connection with CP Services, in connection with your use thereof; and (b) on its web site and marketing materials which are not a part of the CP Platform or CP Services (unless you provide written notice to the contrary). CP will not alter approved marketing materials which include your trademark or other proprietary rights notice without your prior written consent. CP has no ownership interest in any of your trademarks.

6.3. Ownership and Use of your Content. As between CP and you, you exclusively own all rights, title, and interest in and to your Content. To the extent you embed, upload, transmit or post your Content on the CP Platform, you hereby grant CP and its Affiliates a nonexclusive, perpetual, royalty-free, transferable, and fully sub-licensable right to host, copy, transmit, use, reproduce, adapt, translate, distribute, publish, process and publicly display and perform your Content throughout the world in any media, now known or hereafter devised, on and through the CP Platform, without any further consent, notice and/or compensation to you or others. Without limiting the generality of the foregoing, you agree that CP shall have the right to: (a) access and use your Content (i) to provide, maintain, and update your Content and your account and otherwise provide CP Services to you and other Subscribers (ii) to make automated recommendations for connections, Subscriber Content and features that may be useful to you, (iii) for the purpose of providing statistical insights and analysis related to your Users’ use of the CP Platform; and (b) anonymize and aggregate your Content (“Aggregate Data”) to prepare reports, studies, analyses, and other work product resulting from such Aggregate Data; under no other circumstances (except as may be required by law) shall CP distribute or otherwise make available to any third party any data that is identifiable as your Content. Subject to the limited rights expressly granted hereunder, CP acquires no right, title, or interest from you under these Terms in or to any of your Content. You can effectively end this license with respect to specific components of your Content by deleting those specific components from the CP Services, or generally by closing your account, except (x) to the extent you previously shared it with other Subscribers as part of the CP Services and they copied, re-shared it or stored it and (y) for the reasonable time it takes us to remove that deleted Content from our backup and other systems in the ordinary course of business.

6.4. Feedback. You and your Users grant CP and its Affiliates a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, and assignable license to use and incorporate into the CP Platform and any CP Services, any suggestions, enhancement requests, recommendations, corrections, or other feedback (“Feedback”) provided by you or Users relating to the CP Platform, any CP content and any CP Services.

7. TERM & TERMINATION.

7.1. Term of Agreement. These Terms commence on the date you first accept them, and continue until all Subscription Terms have expired or have been terminated.

7.2. Renewal of Subscription Terms. Unless otherwise provided in an applicable Order Form, the term of each subscription shall (a) be for one year (the “Subscription Term”) and (b) automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other notice (email is acceptable) of non-renewal at least 30 days before the end of the expiring Subscription Term. The pricing for CP Services provided during any renewal term may increase, provided that CP (or the applicable Authorized Reseller, if section 8.7 applies) provides you notice of different pricing at least 45 days prior to the applicable renewal Subscription Term.

7.3. Termination. Either party may terminate these Terms, including all applicable Order Forms, immediately and without further notice upon (a) a material breach by the other party of a material term or condition of these Terms, if such breach remains uncured within 30 days after the non-breaching party gives written notice of breach to the breaching party, (b) the institution by or against the other party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of the other party’s debts, (c) the other party making an assignment for the benefit of creditors, or (d) the other party’s dissolution or ceasing to do business. A material breach under this section includes your failure to pay any applicable Fees when due. Additionally, CP may terminate these Terms and/or any or all Order Forms, at any time, without liability, effective immediately, by providing written notice to you: (x) if necessitated by changes in applicable law or regulations, licensing from third parties, or technology; or (y) you independently develop, acquire, or make available any tool or service that is directly competitive with the CP Platform or any CP Content or CP Service.

7.4. Effect of Termination or Expiration. Upon the termination of these Terms or the expiration and non-renewal of a Subscription Term, you (and your Users, if you are a Company Subscriber) will you lose the right to access or use the CP Platform and other CP Services, and shall immediately cease and desist from accessing and using the CP Platform (including any applicable CP Services). The following shall survive termination of these Terms or the expiration and non-renewal of a Subscription Term: (a) other Subscribers’ rights to access and re-share any of your Content that was previously shared through the CP Platform or other CP Service but was not deleted from your account prior to termination; (b) sections 7.4, 8, 9, 10, 11.4, 12, 13, 14, 15.9 and 15.10 of Exhibit A; (c) the obligation to pay any unpaid but due Fees in accordance with sections 6.1, 6.3 and 6.4 of Exhibit A; and (d) section 5 of Exhibit D..

8. FEES AND PAYMENT.

8.1. Fees. You will pay all fees applicable to your Subscription Level (“Fees”). Except as otherwise specified in an applicable Order Form: (a) Fees are based on subscriptions to the CP Platform and CP Services, not actual usage; and (b) payment obligations are non-cancelable and Fees paid are non-refundable. Unless otherwise provided in an applicable Order Form, Fees are fixed for one calendar year from the initial effective date of the first Subscription Term, but may be modified thereafter as set forth in section 7.2.

8.2. Invoicing and Payment. You will provide CP with valid and updated credit card information, or with a valid purchase order or alternative payment method acceptable to CP. If you provide credit card information to CP, you authorize CP to charge such credit card for all Fees due hereunder, including with respect to renewals. Except as otherwise set forth in an applicable Order Form, invoices are issued in advance, and Fees shall be paid in advance, monthly or annually or in accordance with any different billing frequency stated in the applicable Order Form. You are responsible for providing complete and accurate billing and contact information to CP and notifying CP of any changes to such information, as well as for payment of any fees or charges associated with your payment other than those charged by CP’s or its Affiliate’s bank.

8.3. Overdue Charges. If payment of any Fees is not received by CP by the due date, without limiting CP’s other rights or remedies: (a) unpaid Fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) CP may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” section above.

8.4. Suspension and Acceleration. If any Fees are 30 days or more overdue, (or ten or more days overdue in the case of amounts you have authorized CP to charge to your credit card), CP may, without limiting its other rights and remedies, accelerate your unpaid Fees obligations so that all such obligations become immediately due and payable, and/or suspend your access to the CP Platform and CP Services until such amounts are paid in full; provided that if you are paying by credit card or direct debit and payment has been declined by the applicable financial institution, CP will give you at least ten days’ prior notice that your payment is overdue before suspending your access to the CP Platform.

8.5. Payment Disputes. CP will not exercise its rights under the “Overdue Charges” or “Suspension and Acceleration” sections above for 60 days if you are disputing the applicable Fees reasonably and in good faith and are cooperating diligently to resolve the dispute in accordance with section 15.10.

8.6. Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your access to and use of the CP Platform and any CP Services and other purchases. If CP has the legal obligation to pay or collect Taxes for which you are responsible under this section, CP will calculate taxes and issue an invoice (based on the billing information you have provided to us) and you will pay that amount unless you provide CP with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, CP is solely responsible for taxes assessable against it based on its own income, property, and employees.

8.7. Services Ordered via an Authorized Reseller. Notwithstanding anything to the contrary in this section 8, if you purchase any CP Services through an Authorized Reseller of CP: (a) you shall pay any fees applicable to those CP Services directly to the Authorized Reseller; (b) the terms and conditions applicable to invoicing, fees, and taxes for those CP Services shall be as set forth between the Authorized Reseller and you; and (c) sections 8.2 through 8.6 shall not apply, except that CP reserves the right to suspend any CP Services purchased via an Authorized Reseller if the Authorized Reseller informs CP that Fees due from you with respect to those CP Services are 30 days or more overdue (or ten or more days overdue in the case of amounts you have authorized the Authorized Reseller to charge to your credit card).

9. CONFIDENTIALITY.

9.1. Definition of Confidential Information. “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether electronically, orally, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. CP’s Confidential Information includes the CP Platform, CP Services, the Aggregate Data, contact and identity information of Subscribers and visitors to any CP website, and those other Subscribers provided to or accessible to you as part of the CP Platform, and the terms and conditions of these Terms (including all Order Forms and pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any contractual, legal, or fiduciary obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without reference to, or reliance upon, the Confidential Information of the Disclosing Party. Each party retains all ownership, right, and title in and to its Confidential Information.

9.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) to protect the Confidential Information of the Disclosing Party; (b) not use any Confidential Information of the Disclosing Party for any purpose not authorized by these Terms; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to, and disclosure of, the Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Except for versions of these Terms made publicly available on our website, neither party will disclose any provisions of these Terms or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other party’s prior written consent; provided that a party that makes any such disclosure to its Affiliate, legal counsel, or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing: (i) CP may disclose these Terms and any applicable Order Form to a subcontractor to the extent necessary to perform CP’s obligations related to these Terms, under terms of confidentiality materially as protective as those set forth herein and (ii) CP may provide access to your Confidential Information to those of your Users, employees, contractors, and agents whom you permit to use and manage your access and use of the CP Platform.

9.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

10. DATA PROTECTION.

The terms of the data processing addendum (“DPA”), made available to you via the CP Platform, are hereby incorporated by reference and shall apply to the extent that you provide Personal Data (as defined in the DPA) to CP or its Affiliates, or CP transfers Personal Data, as part of your use of the CP Platform.

11. ELIGIBILITY; REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS.

11.1. Eligibility. You represent and warrant to CP that you (and each of your Users, if you are a Company Subscriber): (a) are at least 16 years old (or older, if applicable law requires that you must be older in order for CP to lawfully provide the CP Services to you, and use your personal data, without parental consent); (b) will have only one account with CP, which must be in your real name; (c) are not already restricted by CP from using the CP Platform or any CP Services; and (d) are not a local, state or federal government entity or agency. CP does not offer CP Services to governmental entities or agencies pursuant to these Terms.

11.2. Representations and Warranties by you. You represent and warrant to CP that: (a) your Content will be true and complete, (b) neither your Applications, Content or Confidential Information contain any material which violates CP’s content guidelines or which is otherwise unlawful, defamatory, or obscene, or which infringes or violates any third-party rights (including any intellectual property rights or privacy or publicity rights), or which may encourage a criminal offense or otherwise give rise to civil liability, or which contains any Malicious Code, (c) you and your Users will comply with all applicable laws and regulations (including all applicable privacy/data protection laws and regulations) and (d) you will ensure that you have all necessary and appropriate consents and notices in place to enable lawful transfer and processing of personal data (as defined under applicable data protection laws). CP reserves the right, at its sole discretion and without notice, to reject or remove your Content or any other information or materials posted by you on or through the Platform or to alter such information or materials to conform to technical specifications for the CP Platform and/or to comply with applicable law. You further represent and warrant to CP that you will not, and will not authorize or induce any other party, to: (i) generate automated, false, fraudulent, or otherwise invalid accounts, reviews, questions, comments, lead conversions, clicks, or other actions with regard to the CP Platform; (ii) post or publish via the CP Platform any review that is dishonest, not based on actual, current and permitted use of the Application or other product or service which is the subject of review, intentionally written in a favorable fashion on behalf of the applicable Vendor in exchange for a fee, credit or some other consideration promised or paid by or on behalf of the applicable Vendor, or intentionally written in an unfavorable fashion on behalf of a competitor to the applicable Vendor or some other third party in exchange for a fee, credit or some other consideration promised or paid by or on behalf of such competitor or other third party the applicable Vendor; (iii) use any automated means or form of scraping or data extraction to access, query, or otherwise collect CP Services or other data, content, or reviews from the CP Platform, except as expressly permitted by CP; or (iv) use any CP trade or service marks in any manner without CP’s prior written consent.

11.3. Mutual Warranties. Each party represents and warrants that it has the legal power to enter into these Terms.

11.4. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, CP MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND CP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE USE OR SERVICE, ERROR CORRECTION, AVAILABILITY, ACCURACY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CP SERVICES AND THE CP PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, CP SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING (A) PERFORMANCE, QUALITY, AND RESULTS, (B) CLICK RATES AND CONVERSIONS, AND (C) THE ACCURACY OF THE INFORMATION THAT CP PROVIDES IN CONNECTION WITH THE CP PLATFORM AND/OR THE CP SERVICES. CP SHALL NOT BE LIABLE FOR NON-PERFORMANCE OF SUBSCRIBERS OR OTHER THIRD PARTIES OR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL. ADDITIONALLY, CP DISCLAIMS ALL LIABILITY ARISING FROM CP’S ACCESS TO YOUR ACCOUNT ON YOUR BEHALF IN ORDER TO MAKE CHANGES OR POST INFORMATION TO THE CP PLATFORM IN ACCORDANCE WITH YOUR INSTRUCTIONS; IT IS YOUR RESPONSIBILITY TO CONFIRM THAT YOUR INSTRUCTIONS ARE EXECUTED AS REQUESTED. You acknowledge that CP does not control the transfer of data over telecommunications facilities, including the internet. CP does not warrant secure operation of the CP Platform, CP Services, or any other third-party content and services made available on or through the CP Platform (such as video conferencing or messaging services), or that it will be able to prevent disruptions to your access or use of the CP Platform. You acknowledge further that the CP Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. CP is not responsible for any delays, delivery failures, or other damage resulting from such problems with the use of the internet or electronic communications.

12. INDEMNIFICATION.

12.1. Indemnification by you. You will defend CP and its Affiliates against any actual or threatened claim, demand, suit, or proceeding made or brought against CP or any Affiliate arising out of or in connection with (a) a third party allegation (i) concerning goods or services provided by you (except for Resale Services made available by you in accordance with Exhibit C), (ii) that your Content or Application infringes or misappropriates such third party’s intellectual property rights, including rights of privacy and publicity or (iii) that you have violated applicable law or breached a contract or duty owed to another Subscriber, (b) any violation of a representation, warranty or covenant provided under these Terms by you, (c) your and/or your Users’ use of the CP Platform or CP Services in an unlawful manner or in violation of these Terms and/or an applicable Order Form ((a) through (c) each a “Claim Against CP”), and will indemnify and hold harmless CP and its Affiliates from any attorneys fees and costs incurred, and any damages and expenses finally awarded against CP or its Affiliates, as a result, and for any amounts paid by CP or its Affiliates under a settlement approved by you in writing, of a Claim Against CP, provided that CP: (i) promptly gives you written notice of the Claim Against CP; (ii) gives you sole control of the defense and settlement of the Claim Against CP (except that you may not settle any Claim Against CP unless it unconditionally releases CP and its Affiliates of all liability); and (iii) gives you reasonable assistance, at your expense. The above defense and indemnification obligations do not apply to the extent a Claim Against CP arises from CP’s or its Affiliate’s breach of these Terms (including the applicable Order Form).

12.2. Indemnification by CP. CP will defend you against any third party claim, demand, suit, or proceeding to the extent based on an allegation that CP breached section 8 (Confidentiality) of these Terms (a "Claim Against You"), and will indemnify you from any damages, attorney fees, and costs finally awarded against you as a result, or for amounts paid by you under a settlement approved by CP in writing, of a Claim Against you: provided that you: (a) promptly give CP written notice of the Claim Against you; (b) give CP sole control of the defense and settlement of the Claim Against you (except that CP may not settle any Claim Against you unless it unconditionally releases you of all liability); and (c) give CP all reasonable assistance, at CP's expense. This section states CP’s sole liability to you and your exclusive remedy against CP for any Claim Against You.

13. LIMITATION OF LIABILITY.

13.1. Limitation of Liability. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER ANY SECTION OF THE TERMS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES UNDER THE APPLICABLE ORDER FORM IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT YOU AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

13.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, DATA, USE, OR OTHER ECONOMIC ADVANTAGE, OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW AND DOES NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE “INDEMNIFICATION” SECTION OR LIABILITY FOR FIRST PARTY INFRINGEMENT.

Last Updated on November 9, 2021.The parties agree that this section 13 represents a reasonable allocation of risk and that CP would not proceed in the absence of such allocation.

14. NON-SOLICITATION. 

You agree that you shall not, at any time during the term and for a period of 18 months after termination of these Terms, whether for your own account or for the account of others, solicit for employment, hire or otherwise engage any of the employees or independent contractors of CP. Notwithstanding the foregoing, nothing in these Terms shall prevent you from hiring any person who responds to a general solicitation not personally directed to such person. In the event you hire or engage an employee or contractor of CP in violation of this section, CP shall be entitled to collect liquidated damages from you to compensate CP for locating, recruiting, hiring and training a replacement person. CP’s liquidated damages shall be a sum equal to two times the gross annual compensation of the person you wrongfully hired or engaged. Gross annual compensation means twelve times the subject employee or contractor’s last full month’s compensation from CP, including bonuses and benefits. The parties agree and acknowledge that this amount is a reasonable, liquidated amount and not a penalty.

15. GENERAL.

15.1. Assignment. Neither you nor CP may assign these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided, however, that either of us may assign these Terms in their entirety (including all Order Forms), without the other party’s prior written consent (a) to an Affiliate or (b) in connection with a change of control, merger, stock transfer, sale or other disposition of substantially all the assets of the assigning party’s business. Subject to the foregoing, these Terms (including each Order Form) will bind and inure to the benefit of CP and you, and our respective successors and permitted assigns.

15.2. Interpretation. If any provision of these Terms or any applicable Order Form, shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision of these Terms or any applicable Order Form is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. Titles and headings of sections of these Terms are for convenience only and shall not affect the construction of any provision of these Terms. Any ambiguous provisions are not to be construed against either party. Any use of the term “include” or “includes” or “including” means “include without limitation,” “includes without limitation” and “including,” respectively.

15.3. Relationship of the Parties. You and CP are independent contractors to one another. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between us, or between CP and any Authorized Reseller. Each of us will be solely responsible for payment of all compensation owed to our respective employees, as well as all employment-related taxes for our respective employees.

15.4. Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms.

15.5. Waiver. No failure or delay by either of us in exercising any right under these Terms will constitute a waiver of that right.

15.6. Export Compliance; Use by Non-USA Nationals. Each of us represents that it is not named on any U.S. government denied-party list. You will not permit any User to access or use the CP Platform or any CP Services or take any steps to facilitate such use: (a) in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria, and Crimea); (b) in violation of any U.S. export law or regulation; or (c) if the User is a national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the U.S. Export Administration Regulations, 15 C.F.R. 740 et. seq.

15.7. Notice. Unless otherwise expressly indicated, any consent or authorization required under these Terms shall be at the sole discretion of the party from whom such consent is required. Notice shall be deemed to have been received by a party, and effective, on the day received. All breach-related and indemnification-related notices permitted or required under these Terms shall be in writing and delivered by recognized postal or courier services who provide delivery confirmation to the other party’s address set forth on the initial Order Form, or such other address as the parties may subsequently provide in writing. All other notices may be sent by email with notice deemed given: (a) upon acknowledgement of receipt by a reply email; or (b) when CP posts the notice in the CP Platform.

15.8. Force Majeure. CP shall not be liable to you by reason of any failure in performance of these Terms if the failure arises out of the unavailability of communications facilities or energy sources, acts of God, your acts, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, pandemics, cybersecurity incidents, or any other causes beyond the reasonable control of CP.

15.9. Applicable Law.

15.9.1. U.S., Canada, Caribbean and the Americas. If your principal place of business (or primary residence, if you are an individual) is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in all respects (without regard to any conflict of laws provisions) in accordance with the laws of the United States of America and the State of Maryland as such laws are applied to agreements entered into and to be performed entirely within the State of Maryland.

15.9.2. United Kingdom, Europe and Elsewhere. If your principal place of business (or primary residence, if you are an individual) is located in the United Kingdom, Europe or anywhere other than North America or South America, these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation shall be governed by and construed in all respects (without regard to any conflict of laws provisions) in accordance with the laws of England as such laws are applied to agreements entered into and to be performed entirely within England.

15.9.3. Provisions Applicable in all Countries. As these Terms are not a contract for the sale of goods, these Terms shall not be governed either by: (a) codification of Article 2 or 2A of the Uniform Commercial Code; or (b) the United Nations Convention on the International Sale of Goods. No version of the Uniform Computer Information Transactions Act shall apply to these Terms. CP and you confirm that we have requested that these Terms be drafted in English. Les parties contractantes confirment qu’elles ont exigé quele présent contrat et tous les documents associés soient redigés en anglais.

15.10. Dispute Resolution.

15.10.1. Informal Resolution. Subject to section 15.10.6, CP and you agree to try for 60 days to resolve any dispute under or in connection with these Terms (a “Dispute”) informally. If the parties cannot settle any Dispute during this time period, then subject to section 15.10.6: (a) the parties agree to enter binding arbitration (as defined in this section 15.10), and not to sue in court in front of a judge or jury; and (b) if your principal place of business is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, or anywhere else permitted by law, the parties also agree that class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed, nor is combining individual proceedings without the consent of all parties.

15.10.2. Service of Process and Notice of Dispute. To the fullest extent permitted by applicable law or by any rules of any applicable arbitrators, courts or other tribunals, each party who is not an individual hereby: (a) designates its respective corporate officers (including the President, CEO, and other C-level executives or equivalents) as agents to receive service of process by delivery via a reputable overnight courier to the receiving party’s address on file with the government registry of that party’s jurisdiction of organization or formation; and (b) acknowledges and agrees that such service of process shall be adequate and sufficient as if it were made by formal service of process pursuant to applicable laws or rules. If you wish to raise a Dispute and CP’s customer service representatives cannot resolve it, you must send a notice of dispute by postal mail to CP, ATTN: LEGAL DEPARTMENT which includes: your name, address, how to contact your, the problem your wishes to raise, and your preferred means of resolution. CP will do the same if CP has a dispute with you. After 60 days, subject to section 15.10.6, you or CP may start arbitration in accordance with section

15.10.3 if the dispute is unresolved. 15.10.3. Exclusive Forum and Place of Arbitration.

15.10.3.1. U.S., Canada, Caribbean and the Americas. If your principal place of business (or primary residence, if you are an individual) is located in the United States, Canada, the Caribbean or anywhere else in North America, Central America or South America, and a Dispute was not resolved through the informal resolution process described above then, subject to section 15.10.6: (a) such Dispute shall be finally settled in accordance with the Commercial Arbitration Rules of the American Arbitration Association; and (b) any such arbitration shall be conducted in the English language in Anne Arundel County, Maryland by a sole arbitrator.

15.10.3.2. United Kingdom, Europe and Elsewhere. If your principal place of business (or primary residence, if you are an individual) is located in the United Kingdom, Europe or anywhere other than North America, Central America or South America, and a Dispute was not resolved through the informal resolution process described above then, subject to section 15.10.6: (a) such Dispute shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce, as amended by this section 15.10; and (b) any such arbitration shall be conducted in the English language in London, England by a sole arbitrator.

15.10.4. Appointment of Arbitrator. For the purposes of the arbitration, a single arbitrator shall be selected by the parties, in default of which the arbitrator shall be appointed in accordance with the applicable arbitration rules. The arbitrator elected by the parties must be a qualified attorney, solicitor or barrister with at least 10 years of post-qualification practice experience, and also have experience in the fields of software development and distribution and intellectual property disputes (together, the “Requirements”). In appointing an arbitrator, the arbitral tribunal must, as far as possible, have regard to the Requirements.

15.10.5. Limitations. To the extent permitted by applicable law, you must commence arbitration of any Dispute within one year of the date on which the relevant cause of action accrued (or, if later, within one year of the date on which the innocent party ought reasonably to have become aware of such an accrual), otherwise it is permanently barred. The arbitrator shall be bound by the provisions of these Terms and base the decision on applicable law and judicial precedent, shall include in such decision the findings of fact and conclusions of law upon which the decision is based, and shall not grant any remedy or relief that a court could not grant under applicable law. Except to the extent otherwise expressly provided in applicable arbitration rules, the arbitrator's decision shall be final and binding upon the parties, and shall not be subject to appeal.

15.10.6. Enforcement; Equitable Relief; IP Disputes. Notwithstanding anything to the contrary in this section 15.10: (a) either party may enforce any judgment rendered by the arbitrator in any court of competent jurisdiction; (b) the arbitrator shall have the right to issue equitable relief, including preliminary injunctive relief; (c) CP shall be entitled to apply to any court of competent jurisdiction for any interim relief; (d) CP shall be entitled to bring, in any court of competent jurisdiction, at any time, any claim concerning or related to the enforcement or validity of any intellectual property rights (including, for the avoidance of doubt, any trade secrets or confidential information) of CP or licensors of CP (an “IP Dispute”); and (e) CP shall be entitled, upon receipt of any request for arbitration from your under this section 15.10, to decline to submit to the jurisdiction of any arbitral tribunal insofar as the request for arbitration relates to any IP Dispute, in which case you may bring the same IP Dispute in any court of competent jurisdiction.

15.10.7. Attorneys’ Fees. The rules of the applicable arbitral tribunal will govern payment of filing fees and the arbitrator’s fees and expenses, but the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

15.11. Changes in Laws. Notwithstanding anything to the contrary in these Terms, CP may limit or discontinue the provision of the CP Platform and CP Services to the extent: (a) CP or any vendor of CP is restricted by any rule, regulation, law or governmental entity; (b) CP or any vendor has discontinued the collection of data; or (c) CP or any vendor of CP is prohibited from providing CP Services. In addition, CP may discontinue, upgrade or change the production, support, delivery and maintenance of the CP Platform and any CP Services if CP develops an upgraded version or otherwise no longer generally provides the same to its subscribers. In the event that CP materially modifies the content or scope of the CP Platform of CP Services provided to you, the parties shall renegotiate the fees in good faith according to the prevailing pricing models.

15.12. Forms of Consent. These Terms (including applicable Order Forms) and any amendments thereto may be executed in counterparts. THE PARTIES CONSENT TO THE CONDUCT OF TRANSACTIONS AND THE EXECUTION OF ANY AMENDMENTS BETWEEN THEM BY ELECTRONIC MEANS OR RECORDS, INCLUDING BY USE OF ELECTRONIC SIGNATURES AND FACSIMILE COPIES OF A PARTY’S SIGNATURE.

15.13. Entire Agreement. Some of the CP Services may be subject to additional terms and conditions, including our Acceptable Use Policy and other policies linked or cross-referenced in the Terms (“Additional Terms”), which are posted separately from these Terms but are incorporated into and form a part of these Terms if you decide to use or access those features. These Terms (including the then-current Website Terms of Use, any applicable Additional Terms, and the other components identified in the Introduction) contain the entire agreement of the parties with respect to the subject matter hereof, and there are no other promises or conditions in any other agreements, whether oral or written. These Terms supersede any prior written or oral agreements between the parties in connection with the subject matter hereof. The parties agree that any term or condition stated in a purchase order provided by you or in any other order documentation provided by you (excluding Order Forms) is void and expressly rejected. In the event of any conflict or inconsistency, the order of precedence shall be: (a) the applicable Order Form, (b) any applicable Additional Terms, (c) these Terms, and (d) the Website Terms of Use.

15.14. Changes. CP reserves the right, in its sole discretion, to change terms and conditions, including the General Terms and Conditions, the Website Terms of Use and any other exhibit (“Updated Terms”) from time to time. Unless CP makes a change for legal or administrative reasons, CP will provide reasonable advance notice before the Updated Terms become effective. You agree that CP may notify you of the Updated Terms by posting them on the CP Platform, and that your use of the CP Platform after the effective date of the Updated Terms (or engaging in such other conduct as CP may reasonably specify) constitutes your agreement to the Updated Terms. You should review these Terms and any Updated Terms before using the CP Platform or any CP Services. If you object to any changes reflected in Updated Terms, you may close your account and provide us with notice of termination. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the CP Platform and the CP Services from that point forward. Except as otherwise expressly provided in this section, these Terms may be amended or modified only in a writing executed by both parties.

EXHIBIT B – DEFINITIONS

“Acceptable Use Policy” means CP’s then-current conditions for remote access to any CP asset, including the CP website and the CP Platform website platform.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Authorized Reseller” means a Channel Partner or other third party authorized by CP to offer one or more of our CP Services for sale. Use of the term “partner” in this context is used in the colloquial sense; these Terms do not create or constitute a legal partnership between or among CP or any Authorized Reseller, Channel Partner, Vendor or other Subscriber.

“Channel Partner” means a Subscriber who is a managed services provider, value-added reseller, consultant, IT service provider or other member of the information technology channel community. Use of the term “partner” in this context is used in the colloquial sense; these Terms do not create or constitute a legal partnership between or among CP or any Authorized Reseller, Channel Partner, Vendor or other Subscriber.

“CP” means Channel Program LLC and/or its Affiliates, as identified in the relevant Order Form.

“CP Services” means the content and information created, and those services, tools or functionalities offered, by CP, its Affiliates, or their respective licensors that are made available to you on or through the CP Platform, and all associated features and dashboards. CP Services include Channel Pitch, Channel Explorer, Channel Command, Channel Chatter, Channel Cash, Channel Engage, BetterTracker, NaviStack, MyITSpend, and infographics, research insights, various means of communication or interaction with Vendors, Vendor management tools, and/or social media assets.

“Channel Explorer” means a curated directory of Vendors and/or Vendor Content, and all associated features and dashboards provided by CP on the CP Platform.

“CP Platform” means the website(s) and mobile application(s) owned and operated by CP and/or its Affiliate(s) at which, among other things (a) MSPs and their Users as potential purchasers of business solutions and services may view or access CP Services, the Channel Explorer, and/or Subscriber Content (as applicable) and (b) Vendors may promote, feature, or market their Vendor Applications and Subscriber Content. The CP Platform includes CP Services and Private-Labelled Platforms.

“Event” means a meeting, conference or other event organized by a Subscriber or other third party.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order Form” means any printed or electronic ordering or registration document or page, including, in either case, any addenda and supplements thereto, which cross-references and is subject to these Terms. By entering into an Order Form with CP or an Authorized Reseller, you and your Affiliates agree to be bound by these Terms as if each were an original party to these Terms.

“Subscriber” or “you” or “your” means, in the case of an individual accepting these Terms on their own behalf, such individual, or, in the case of an individual accepting these Terms on behalf of a company or other legal entity, the Company Subscriber for which such individual is accepting these Terms and the Affiliates of that Company Subscriber (for so long as they remain Affiliates). Depending on the applicable Subscription Level, a Subscriber may act in the capacity of (a) a Vendor wishing to promote products or services or (b) a Channel Partner wishing to manage or promote a sales channel.

“Subscriber Content” means any content or information provided by a Subscriber that is made available to you on or through the CP Platform. Subscriber Content includes, for example, content or information about Applications provided by Vendors and reviews of Applications provided by Channel Partners, and may include content in any form, including in the form of text, documents, graphics, audio or videos.

“Subscription Level” means the level of CP Services to which you are then subscribed, based either on the subscription level to which you subscribed during the registration process or thereafter.

“User” means an individual who you, as a Company Subscriber, authorize to use your CP Platform account, and to whom you (or, when applicable, CP at your request) have supplied a unique user name. Users may (a) include your employees, consultants, contractors and agents, and third parties with which you transact business, each of whom is acting solely on or for your behalf, and with your express permission, (b) include subscribers who are Eligible Customers, in the case of Authorized Resellers reselling Resale Services in accordance with Exhibit C, and Authorized Resellers to whom an Eligible Customer provides access, and (c) be limited by Subscription Level.

“Vendor” means a Subscriber who is an information technology vendor or distributor, including any Subscriber which provides Applications or Subscriber Content featured, listed, described or made available on or through the CP Platform.

“Vendor Application” means any Vendor product or service, including any business solution, web-based, mobile, offline, cloud-based or other application or software that may be featured, listed, described or made available on the CP Platform.

“you” or your” or “Subscriber” means, in the case of an individual accepting these Terms on their own behalf, such individual, or, in the case of an individual accepting these Terms on behalf of a company or other legal entity, the Company Subscriber for which such individual is accepting these Terms and the Affiliates of that Company Subscriber (for so long as they remain Affiliates). Depending on the applicable Subscription Level, a Subscriber may act in the capacity as (a) a Vendor wishing to promote products or services or (b) a Channel Partner wishing to manage or promote a sales channel.

“your Content” means any text, data, documents, graphics, audio, videos, photos and other information, reviews, profile information, and other materials which you (or your Users, if you are a Company Subscriber) embed or post, or otherwise make available or generate on the CP Platform.

EXHIBIT C – AUTHORIZED RESELLER ADDENDUM

If you are an Authorized Reseller subject to an Order Form with Channel Program (the “Resale Order Form”) that permits you to resell CP Services as identified in an Order Form (the “Resale Services”), the terms and conditions set forth in this Exhibit C supplement the General Terms and Conditions in Exhibit A. In the event of a conflict between Exhibit C and the Terms, Exhibit C shall govern, but only with respect to your resale of Resale Services.

1. Right to Promote and Sell Resale Services. During the Subscription Term of an Authorized Reseller, solely in accordance with the terms and conditions of this Exhibit C and the Terms, CP grants to Authorized Reseller the non-exclusive right to market and promote the Resale Services to its customers and prospective customers that would qualify as Company Subscribers, are not considered consumers under applicable law and are organized and located in the United States (“Eligible Customers”), provided that Authorized Reseller promotes the Resale Services in accordance with applicable laws and this Exhibit C, and requires each Eligible Customer that wishes to subscribe to the Resale Services to (a) consent to an Order Form with Authorized Reseller (the “Customer Order Form”) which expressly incorporates the Terms by reference and does not conflict with the Terms in any way, and (b) become a Subscriber by electronically consenting to the Terms via a link included within a Private-Labelled Platform provided to Authorized Reseller by CP. Authorized Reseller acknowledges that: (i) any Eligible Customer may choose to purchase Resale Services through any other Authorized Reseller, subject to the Eligible Customer completing steps (a) and (b) set forth in this section 1; and (ii) any Eligible Customer may choose to purchase Resale Services directly through CP, but may do so only after expiration or termination of the Eligible Customer’s applicable Subscription Term. For the avoidance of doubt, Authorized Reseller's rights to resell Resale Services are strictly limited to the United States. Authorized Reseller shall not market, promote, or sell Resale Services outside the United States without the prior written consent of CP.

2. Fees for Resale Services.

2.1 Fees Payable by Authorized Reseller to CP. In accordance with the Resale Order Form and the Terms, Authorized Partner shall promptly pay CP for sales of Resale Services.

2.2 Fees Payable by Eligible Customers to Authorized Reseller. Unless otherwise expressly provided in the applicable Resale Order Form, Authorized Reseller shall (a) determine the fees (if any) payable by each Eligible Customer to the Authorized Reseller in exchange for the Resale Services, (b) clearly and conspicuously disclose in each applicable Customer Order Form (i) the amount of those fees and all terms and conditions applicable to related invoicing and taxes and (ii) the Subscription Term applicable to the Resale Services, and (c) be solely responsible for collecting such fees from Eligible Customers. Non-payment by Eligible Customers to Authorized Reseller will not relieve Authorized Reseller of any Authorized Reseller payment or other obligations under this Agreement.

3. Private-Labelled Platform. CP will make available to each Authorized Reseller a unique URL that enables the Authorized Reseller to onboard Eligible Customers and provide Eligible Customers with access to the Resale Services (the “Private-Labelled Platform”); Authorized Reseller shall use the Private-Labelled Platform solely for those purposes. Each Authorized Reseller grants to Channel Program a non-exclusive license to use its trademarks in connection with the applicable Private-Labelled Platform. CP acknowledges that it has no ownership interest in any Authorized Reseller trademark.

4. Marketing Materials. Upon written request from Authorized Reseller, CP shall make available to Authorized Reseller materials to assist Authorized Reseller in the promotion of the Resale Services. Until such time as CP notifies Authorized Reseller otherwise, Authorized Reseller may reproduce such collateral materials for its Eligible Customers during the Subscription Term applicable to the Authorized Reseller.

5. Permitted Service Providers. This section 5 applies to Authorized Resellers who resell Resale Services that include BetterTracker or Plaid Services. Authorized Reseller may permit its employees, agents, contractors, and service providers to access or use BetterTracker or the Plaid Services or Plaid-Provided Data on behalf of Authorized Reseller (collectively, the “Permitted Service Providers”); provided that Authorized Reseller will be responsible for its own compliance, and its Permitted Service Providers’ compliance, with the terms and conditions of this Agreement. Authorized Reseller represents and warrants that Authorized Reseller will: (a) ensure that all Permitted Services Providers use BetterTracker, Plaid Services and Plaid-Provided Data solely on behalf and for the benefit of the applicable Eligible Customer, and make BetterTracker, the Plaid Services and Plaid-Provided Data (and any derivative work of either of the foregoing) available solely to Eligible Customers who are Subscribers (or their respective Users, as applicable), in accordance with this Agreement; (b) ensure that neither Authorized Reseller nor its Permitted Service Providers use BetterTracker or any Plaid Services or Plaid-Provided Data for their own benefit or purposes, including to improve their own products (except to the extent necessary for Authorized Reseller or its Permitted Service Providers to provide their services to, on behalf of, and for the sole benefit of CP); and (c) contractually require all Permitted Service Providers to comply with this section 5 (Permitted Service Providers), and contractually prohibit Permitted Service Providers from using BetterTracker, the Plaid Services or Plaid-Provided Data for their own purposes or benefit in breach of this section 5 (Permitted Service Providers). Authorized Reseller (and neither CP nor Plaid) will be responsible for: (i) any fees and charges incurred by its Permitted Service Providers in their use of BetterTracker or the Plaid Services; and (ii) Authorized Reseller’s relationships with its Permitted Service Providers and for any related billing matters, technical support, or disputes.

6. Eligible Customer Consent. This section 6 applies to Authorized Resellers who resell Resale Services that include BetterTracker or Plaid Services. Authorized Reseller will provide all notices to, and obtain all express consents from, each Eligible Customer (such notices and consents, the “Eligible Customer Consents”) as required under applicable laws in connection with Authorized Reseller’s use, storage, and other processing of any Eligible Customer data that may be uploaded, submitted, posted, transferred, transmitted, or provided or made available by or on behalf of any Eligible Customer by or through the Resale Services (“Eligible Customer Data”). Eligible Customer Consents will: (A) be clear and conspicuous; (B) generally specify the categories of Eligible Customer Data that Authorized Reseller will receive and how Authorized Reseller will use, store, and otherwise process Eligible Customer Data; (C) be valid, enforceable, and expressly accepted by each Eligible Customer; (D) identify any and all third parties or categories of third parties to whom Authorized Reseller may provide Eligible Customer Data for processing; (E) specify how Eligible Customers may exercise their right to revoke their Eligible Customer Consent; and (F) include any other required disclosures under applicable laws. Authorized Reseller will maintain records (which may include technical logs, screenshots, versions of Eligible Customer Consents obtained) to demonstrate Authorized Reseller’s compliance with this section 6 and will promptly provide such records to CP upon request. Authorized Reseller will use, store and otherwise process Eligible Customer Data solely in accordance with the Eligible Customer Consents and applicable laws.

7. Personnel. With respect to any Eligible Customer Data, including Plaid-Provided Data, Authorized Reseller will ensure that: (a) its Permitted Service Providers comply with CP’s privacy, security, and other relevant policies; and (b) for Permitted Service Providers who receive, have access to, or otherwise process Eligible Customer Data, including Plaid-Provided Data, Authorized Reseller will: (i) conduct appropriate pre¬employment background checks and screening; (ii) conduct security and privacy training; (iii) establish and enforce disciplinary processes for violations of information security and privacy requirements; and (iv) upon termination or applicable role change, immediately remove such Permitted Service Provider’s access to Eligible Customer Data and Plaid-Provided Data.

8. No Sharing or Resale to CP Competitors or Other Resellers. Authorized Reseller shall not knowingly market, demonstrate, display or provide access to any Resale Services to any competitor of CP or any other Authorized Reseller.

9. No Contrary or Inconsistent Warranties. With respect to the Resale Services or any other CP Services, Authorized Reseller shall not make any warranties to any Eligible Customer which are contrary to or inconsistent with the warranties given by CP in the Terms, if any. Authorized Reseller is solely responsible for any representations or warranties it may make that are contrary to or inconsistent with any warranties given by CP in the Terms.

10. Indemnity. In addition to other applicable indemnity obligations in the Terms, Authorized Reseller will defend, indemnify, and hold CP and its affiliates and vendors harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising from or in connection with: (a) Authorized Reseller’s breach of any laws or regulations (including with respect to privacy); (b) Authorized Reseller’s or any Permitted Service Provider’s use of MyITSpend, NaviStack, BetterTracker or the Plaid Services, Plaid-Provided Data, or Eligible Customer Data; or (c) Authorized Reseller’s violation of any of its agreements with any Eligible Customer.

11. Proprietary Rights. Authorized Reseller agrees: (a) that all rights and title in and to the Resale Services and all other CP Services, including all intellectual property rights, are the sole property of CP or its licensors; (b) that no rights are granted to Authorized Reseller other than as expressly set forth in these Terms; (c) not to remove any copyright notices or other markings in or on any Private-Labelled Platform or other CP Service; and (d) not to change, alter, or delete any portions or otherwise modify any Private-Labelled Platform or other CP Service.

EXHIBIT D – PLAID SERVICES ADDENDUM

If your Subscription Level includes access to Plaid Services (as defined herein) as part of the CP Services, the terms and conditions set forth in this Exhibit B supplement the General Terms and Conditions in Exhibit A and govern your use of the Plaid Services. In the event of a conflict between this Exhibit B and these Terms, this Exhibit B shall govern, but only with respect to the Plaid Services.

1. Restrictions.

1.1 Unless Plaid specifically agrees otherwise in writing, Subscriber will not, and will not enable or assist any third-party to: (i) attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Plaid services described at https://www.plaid.com, including those Plaid services that are integrated into or otherwise leveraged by the CP Services (“Plaid Services”); (ii) modify, translate, or create derivative works based on the Plaid Services; (iii) make the Plaid Services or information and data of Subscriber or Subscriber’s Users provided to Subscriber via the Plaid Services (such information and data, the “Plaid-Provided Data”) or any derivative work thereof available to, or use the Plaid Services or Plaid-Provided Data (or any derivative work thereof) for the benefit of, anyone other than Subscriber or Users; (iv) sell, resell, license, sublicense, distribute, rent, or lease any Plaid Services or Plaid-Provided Data (or any derivative work thereof) to any third-party, or include any Plaid Services or Plaid-Provided Data (or any derivative work thereof) in a service bureau, time-sharing, or equivalent offering; (v) publicly disseminate information from any source regarding the performance of the Plaid Services or Plaid-Provided Data; or (vi) attempt to create a substitute or similar service through use of, or access to, the Plaid Services or Plaid-Provided Data.

1.2 Subscriber will use the Plaid Services and Plaid-Provided Data only in compliance with: (a) the Subscriber application, use case, and other restrictions agreed between Plaid and CP; (b) the Plaid developer policies (available at https://www.plaid.com/legal); (c) Plaid’s applicable technical user documentation (available at https://www.plaid.com/docs); and (d) any agreements between Subscriber and Users (for clarity, including any privacy policy or statement). Notwithstanding anything to the contrary, as between Plaid and CP on one hand and the Subscriber on the other hand, Subscriber accepts and assumes all responsibility for complying with all applicable laws and regulations in connection with Subscriber’s activities involving any Plaid Services, Plaid-Provided Data, or User data. Subscriber acknowledges and agrees that: (I) neither Plaid nor CP is a “consumer reporting agency” nor a “furnisher” of information to consumer reporting agencies under the Fair Credit Reporting Act (“FCRA”); and (II) the Plaid-Provided Data is not a “consumer report” under the FCRA. Subscriber represents and warrants that it will not, and will not permit or enable any third party to, use the Plaid Services (including Plaid-Provided Data) as a or as part of a “consumer report” as that term is defined in the FCRA, or otherwise use the Plaid Services (including Plaid-Provided Data) such that the Plaid Services (including Plaid-Provided Data) would be deemed “consumer reports” under the FCRA. Notwithstanding anything to the contrary, Subscriber will be bound by, and will only use the Plaid Services and Plaid-Provided Data in compliance with, the terms and conditions set forth in these Terms.

2. Secondary Investors. Subject to this section 2 (Secondary Investors), Subscriber may request that Plaid or CP disclose Plaid-Provided Data or CP Services including or incorporating Plaid-Provided Data (collectively, the “Shared Data”) to Subscriber’s Secondary Investors. “Secondary Investor” means a third-party investor or purchaser of a financial product originated by Subscriber and provided to a User (e.g., a loan), with which investor or purchaser Plaid maintains a separate technical integration.

(i) Subscriber represents and warrants to Plaid that, before disclosure of Shared Data to any Secondary Investor, Subscriber will provide and obtain all required (including under applicable law) notices and consents from the applicable Users with respect to disclosure of Shared Data to such Secondary Investor by Plaid or CP.

(ii) Notwithstanding anything to the contrary: (a) as between Plaid and Subscriber, solely Subscriber is responsible for its relationships with Secondary Investors and with CP, including any related billing matters, technical support, or disputes; (b) Subscriber will enter into legally binding written agreements with each Secondary Investor that are consistent with this section 2 (Secondary Investors) and all applicable terms and conditions of this Exhibit B, including section 1 (Restrictions); and (c) as between Plaid and Subscriber, Subscriber will remain responsible for the Secondary Investors’ compliance with all of the terms and conditions of this Exhibit B (including terms relating to use of Plaid-Provided Data or Shared Data).

(iii) As between Plaid and Subscriber, Subscriber will be fully liable for: (a) any breach by Subscriber of this section 2 (Secondary Investors); (b) any acts or omissions of Secondary Investors; and (c) any dispute arising among Subscriber, CP, Secondary Investors, and/or Users relating to the disclosure or use of Shared Data as contemplated in this section 2 (Secondary Investors).

3. Privacy and Authorizations. Before any User engages with CP Services which include, are derived from, or incorporate the Plaid Services, Subscriber warrants and will ensure that it provides all notices and obtains all consents required under applicable law to enable Plaid to process Subscriber or User data in accordance with Plaid’s privacy policy (currently available at https://www.plaid.com/privacy). Subscriber will not: (i) make representations or other statements with respect to Subscriber or User data that are contrary to or otherwise inconsistent with Plaid’s privacy policy; or (ii) interfere with any independent efforts by Plaid to provide Users notice or obtain User consent.

4. DISCLAIMER; ENFORCEMENT. THE PLAID SERVICES, PLAID-PROVIDED DATA, AND ANY OTHER INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS PROVIDED BY PLAID IN CONNECTION WITH THESE TERMS ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CP NOR PLAID OR ANY OF THEIR RESPECTIVE AFFILIATES, SUPPLIERS, LICENSORS, OR DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY WARRANTY THAT THE PLAID SERVICES ARE FREE FROM DEFECTS. WITHOUT LIMITING THE FOREGOING IN THIS SECTION 4 (DISCLAIMER; ENFORCEMENT), NEITHER CP NOR PLAID OR ANY OF THEIR RESPECTIVE AFFILIATES, SUPPLIERS, LICENSORS, OR DISTRIBUTORS MAKE ANY REPRESENTATION OR WARRANTY AS TO THE PLAID-PROVIDED DATA THAT MAY BE OBTAINED FROM USE OF THE PLAID SERVICES OR THAT ANY PLAID SERVICES WILL BE UNINTERRUPTED, OR THAT ANY DATA PROVIDED BY OR THROUGH ANY PLAID SERVICES WILL BE TIMELY, ACCURATE, OR COMPLETE. PLAID WILL BE AN INTENDED THIRD-PARTY BENEFICIARY OF THESE TERMS BETWEEN CP AND SUBSCRIBER AND MAY DIRECTLY ENFORCE SUCH AGAINST SUBSCRIBER, WITHOUT CP’S CONSENT OR PARTICIPATION, BUT SOLELY RELATING TO THE PLAID-PROVIDED DATA (INCLUDING FI DATA) AND PLAID SERVICES THAT ARE PROVIDED BY PLAID TO CP OR SUBSCRIBER.

5. FI Data. Through the CP Services or Plaid Services, Subscriber may have access to information about or of Subscribers or Users provided to Plaid by a bank, financial institution, or other data source (each, as designated by Plaid, “FI”, and such information, the “FI Data”).

(i) Subscriber Obligations.

a. User Consents. Subscriber will provide all notices to, and obtain all express consents from, each User as required under applicable laws in connection with Subscriber’s use, storage, and other processing of any FI Data (such notices and consents, the “Express Consents”). Express Consents will: (A) be clear and conspicuous; (B) generally specify the categories of FI Data that Subscriber will receive and how Subscriber will use, store, and otherwise process FI Data; (C) be valid, enforceable, and expressly accepted by each User; (D) identify any and all third parties or categories of third parties to whom Subscriber may provide FI Data for processing; (E) specify how Users may exercise their right to revoke their Express Consent; and (F) include any other required disclosures under applicable laws. Subscriber will maintain records (which may include technical logs, screenshots, versions of Express Consents obtained) sufficient to demonstrate Subscriber’s compliance with this section 5(i)(a) (End User Consents) and will promptly provide such records to Plaid upon request.

b. Scope of Access. Subscriber will only access FI Data for which it has obtained Express Consents from the User for the use case reviewed and permitted by Plaid in writing and consented to by the applicable User (such use case, the “Permitted Use Case”). For clarity, key factors Plaid will consider during its review of a potential Permitted Use Case include whether the use case is appropriate and useful to provide in the Plaid Services to Subscriber and its Users, whether the Plaid Services provide a direct benefit to the Subscriber and its Users, whether the use case directly supports the development of new or improved product features for the benefit of Users, and the jurisdiction(s) in which the Subscriber operates and/or stores FI Data. If Subscriber possesses FI Data that exceeds the scope of the End User’s Express Consents, Subscriber will use industry-standard means to permanently and securely delete (“Delete”) such FI Data; provided that Subscriber may retain such FI Data to the extent required by applicable laws. If Subscriber becomes aware that any data it receives from Plaid does not relate to the Subscriber or User that Subscriber originally requested FI Data for, Subscriber will promptly notify Plaid and will Delete such data.

c. Data Use. Subscriber will use, store and otherwise process FI Data solely in accordance with the Express Consents and applicable laws.

d. Data Disclosure. Subscriber will not disclose, transfer, syndicate or distribute FI Data to any third party (“Data Sharing”) except in each case with the applicable Subscriber’s or User’s Express Consent and in accordance with applicable laws. Notwithstanding anything to the contrary, Subscriber will not sell FI Data.

e. Data Deletion. Subscriber will promptly Delete any FI Data upon request by the applicable User; provided that Subscriber may retain copies of FI Data solely to the extent required by applicable laws.

f. No Attribution. Subscriber will not charge Users any fees attributable to an FI for (a) access to its FI Data or (b) use of User’s account with an FI in connection with the Plaid Services. In addition, Subscriber will not suggest or imply a partnership, sponsorship, or other relationship with an FI based on Subscriber’s receipt of FI Data under these Terms or this section 5 (FI Data).

g. No Other Access. During the Subscription Term, Subscriber will only access FI Data through the Plaid Services or another manner that uses the FI’s authorized APIs. Subscriber will not “screen scrape” data from FIs or collect a User’s log-on credentials for FI accounts, and will not otherwise knowingly obtain from a third party FI Data that was originally sourced through screen scraping an FI. Subscriber will immediately Delete any such User log-on credentials in its possession. Subscriber will maintain records to demonstrate compliance with this section 5(i)(g) (No Other Access). For the avoidance of doubt, nothing in this section 5(i)(g) (No Other Access) will prohibit Subscriber from engaging any third party to obtain services similar to the Plaid Services, provided that such third-party services enable Subscriber's access to FI Data solely via the FI’s authorized APIs.

h. Compliance with Laws. Subscriber will comply with all applicable privacy, security, and other laws pertaining to FI Data. Subscriber will not use, store, disclose, or otherwise process any FI Data for any purpose not permitted under applicable laws. For the avoidance of doubt, Subscriber acknowledges that section 1033 of the Dodd-Frank Act may include obligations on Subscriber relating to processing, handling, and protecting FI Data. Subscriber will maintain a program designed to ensure compliance with applicable laws, including appropriately training Subscriber personnel.

i. Information Security Program. Subscriber will maintain a comprehensive written information security program approved by its senior management (“Infosec Program”). The Infosec Program will include administrative, technical and physical measures designed to: (a) ensure the security of FI Data, (b) protect against unauthorized access to or use of FI Data and anticipated threats and hazards to FI Data and (c) ensure the proper disposal of FI Data. The Infosec Program will be appropriate to Subscriber’s risk profile and activities, the nature of the Subscriber application, and the nature of the FI Data received by Subscriber. In any event, the Infosec Program will meet or exceed applicable control objectives captured in industry standards and best practices, such as AICPA Trust Service Criteria for Security, NIST 800-53, or ISO 27002, and will comply with applicable laws. Subscriber will use up-to-date antivirus software and anti-malware tools designed to prevent viruses, malware, and other malicious code in the Subscriber application or on Subscriber’s systems.

j. Security Breach Obligations. Subscriber will notify Plaid promptly (and in any event within twelve (12) hours) via an email to security@plaid.com, following Subscriber becoming aware of any Security Breach, providing a description of all known facts, the types of Users affected, and any other information related to such Security Breach that Plaid may reasonably request. Subscriber will reasonably cooperate with Plaid in investigating and remediating Security Breaches. Subscriber will be responsible for the costs of investigating, mitigating, and remediating the Security Breach. “Security Breach” means any event that compromises the Subscriber application or Subscriber’s systems or that does or reasonably could compromise the security, integrity or confidentiality of FI Data or result in the unauthorized use, disclosure, or loss of FI Data.

k. FI Confidential Information. If Plaid discloses to Subscriber any confidential or proprietary materials of an FI pertaining to the provision of FI Data hereunder (such materials, “FI Confidential Information”), such materials will be subject to the same obligations that apply to CP’s Confidential Information under these Terms, which will in no event be less protective of such information than a reasonable standard of care. FI Confidential Information will also be subject to the same obligations as FI Data under this section 5(i) (Subscriber Obligations). Subscriber will promptly Delete FI Confidential Information in its possession upon Plaid’s request and will provide a written certification regarding such Deletion.

l. Oversight and Cooperation. Toward assessing Subscriber’s material compliance with this section 5 (FI Data), Subscriber will promptly provide all reasonably necessary information and cooperation requested by Plaid, an FI, or any entity with examination, supervision, or other legal or regulatory authority over Plaid or an FI. In the event that Plaid has a good faith reason to believe that Subscriber is not in material compliance with this section 5 (FI Data), Plaid will notify Subscriber and, upon Plaid’s request, Subscriber will promptly provide sufficient documentation to demonstrate such material compliance. If the documentation provided by Subscriber in accordance with the immediately prior sentence is insufficient (in Plaid’s reasonable discretion) to demonstrate such material compliance, Subscriber will submit to a third-party audit by a firm selected by Subscriber from a list of audit firms reasonably approved by Plaid to verify such compliance. Plaid and FIs may also conduct technical or operational assessments of Subscriber, which will be subject to advance notice and will not occur more than once per year unless legally required and materially different in scope from a preceding audit.

m. Information Sharing. Where required by an FI or relevant to a Subscriber’s access or use of FI Data from that FI, Plaid may share with such FI certain information related to Subscriber’s compliance with this section 5 (FI Data), including with respect to Subscriber’s Infosec Program. Plaid will use commercially reasonable efforts to require that such FI treat any such information in a confidential manner.

n. Insurance. Subscriber will maintain insurance coverage appropriate to Subscriber’s risk profile and activities, the nature of the Subscriber application, and the nature of the FI Data received by Subscriber; provided that such coverage will be no less than industry standard and will include cybersecurity liability insurance.

o. Access Frequency. The parties acknowledge that as of the effective date of these Terms, no guidelines regarding Subscriber’s frequency of “batch” pulls of FI Data (such guidelines, the “Guidelines”) apply to Subscribers of Plaid Services. Notwithstanding the foregoing in this paragraph: (1) Subscriber will comply with any Guidelines provided in writing by Plaid (including via CP); and (2) Plaid and CP may enforce such Guidelines to the extent necessary in accordance with Plaid’s standard practices, which may include throttling, suspension or termination of Subscriber’s access.

p. Subscriber Marks License. Subscriber hereby grants to Plaid and each FI (and each of their third-party service providers) the non-exclusive and non-transferable right and license to use Subscriber’s trademarks and service marks solely in connection with consent management activities, including use associated with User facing consent management portals operated by Plaid or an FI.

(ii) Suspension. Plaid may suspend Subscriber’s access to the Plaid Services or FI Data, in whole or in part, if Plaid determines or reasonably believes that: (a) Subscriber has breached this section 5 (FI Data); (b) Subscriber’s use of the Plaid Services or FI Data will or has materially violated an agreement between Plaid and an applicable FI; (c) Subscriber’s use of the Plaid Services or FI Data will or does pose a risk of material harm, including material reputational harm, to Users, an FI or the Plaid Services. In addition, an FI may suspend Subscriber’s access to FI Data with respect to such FI. Plaid will use commercially reasonable efforts to: (1) notify CP prior to any suspension described in this paragraph; (2) discuss with CP in good faith any such suspension; and (3) resume Subscriber’s access to the Plaid Services and FI Data as promptly as is practicable after the basis for such suspension is cured to Plaid’s (and, as applicable, the relevant FI’s) reasonable satisfaction.

(iii) Indemnity. Subscriber will indemnify, defend and hold harmless CP, FI, Plaid, and the affiliates of each of the foregoing from any claims, actions, suits, demands, losses, liabilities, damages (including taxes), costs, and expenses arising from or in connection with: (a) any Security Breach resulting in unauthorized disclosure of FI Data provided to Subscriber hereunder; (b) Subscriber’s unauthorized or improper use of FI Data provided to Subscriber hereunder (including any unauthorized Data Sharing, transmission, access, display, storage, or loss); or (c) any other breach of this Exhibit D. This section 5(iii) (Indemnity) is not subject to any limitation of liabilities set forth in these Terms. Each FI is a third-party beneficiary of this section 5(iii) (Indemnity).

(iv) Modifications. Subscriber acknowledges that continued access to FI Data provided by certain FIs may necessitate modifications to this section 5 (FI Data) pertaining to all applicable Subscribers. Subscriber will accept such modifications to continue accessing or using the Plaid Services with respect to such FIs. Plaid will use commercially reasonable efforts to notify CP of the modifications and the effective date of such modifications. If Subscriber objects to the modifications, its exclusive remedy is to cease any and all access and use of the Plaid Services as it relates to the applicable FI(s). Continued access to or use of such Plaid Services after the effective date of such modifications to this section 5 (FI Data) will constitute Subscriber’s acceptance of such modifications.

(v) Miscellaneous. In the event of a conflict with any other agreement or provision (including other provisions within these Terms), the terms and conditions of this section 5 (FI Data) will govern and prevail. All provisions of this section 5 (FI Data) will remain in force in the event of the termination or expiration of this section 5 (FI Data), or these Terms.

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