Liftline Customer Terms

These Liftline Customer Terms (these “Terms”) govern access to and use of the Liftline platform and related services. These Terms are entered into by and between Orome Ventures LLC d/b/a Liftline, a New York limited liability company (“Liftline”), and the customer identified on the applicable Order Form (“Customer”). Liftline and Customer are each a “Party” and together the “Parties.”

By executing an Order Form referencing these Terms, Customer agrees to be bound by these Terms. The Order Form and these Terms together constitute the agreement between the Parties (the “Agreement”).

1. Acceptance and Updates

1.1 Acceptance. Customer accepts these Terms by executing an Order Form that references them. The individual executing the Order Form represents that they have authority to bind Customer.

1.2 Updates. Liftline may update these Terms from time to time by posting an updated version at the URL where these Terms are published. Liftline shall provide Customer with at least fifteen (15) days’ prior written notice of any material changes. If Customer does not agree to the updated Terms, Customer may terminate this Agreement by written notice within such fifteen (15) day notice period, in which case the prior version of these Terms shall continue to govern through the end of the then-current Term and the updated Terms shall not apply to Customer. Continued use of the Services after the effective date of the updated Terms constitutes acceptance of the updated Terms.

2. Definitions

2.1 “Aggregated Data” means data, analytics, insights, statistics, or other information derived from Customer Data or any other data processed through the Platform that has been de-identified, anonymized, or otherwise processed such that it cannot reasonably be used to identify Customer, any individual, or any specific obligor.

2.2 “Authorized User” means any individual employee, contractor, or representative of Customer whom Customer has authorized to access the Platform.

2.3 “Capital Partner” means a third-party lender, factor, or other capital provider with whom Customer may enter into a separate Financing Agreement, including capital providers introduced by Liftline through the Capital Partner Sourcing Services.

2.4 “Customer Data” means data and information provided to Liftline by or on behalf of Customer in connection with the Services, including obligor information, invoice data, and Customer’s business records.

2.5 “Documentation” means the user guides, technical specifications, API documentation, and other written or electronic materials made available by Liftline describing the Platform and the Services.

2.6 “Effective Date” means the date set forth on the applicable Order Form.

2.7 “Fees” means the fees set forth in the applicable Order Form.

2.8 “Financing Agreement” means an agreement between Customer and a Capital Partner pursuant to which the Capital Partner provides financing to Customer.

2.9 “Order Form” means a written ordering document executed by both Parties that references these Terms and sets forth the specific scope of Services, Fees, and other commercial terms.

2.10 “Platform” means Liftline’s proprietary software platform for trade credit insurance underwriting, placement facilitation, administration, and related risk management services, including all related applications, modules, user interfaces, APIs, and supporting technology.

2.11 “Platform Data” means data generated, collected, derived, or processed by the Platform, including obligor performance data, payment behavior, claims data, and portfolio analytics.

2.12 “Services” means the services described in Section 3 and the applicable Order Form.

2.13 “TCI” means trade credit insurance.

2.14 “TCI Broker” means a licensed insurance broker through whom Customer may obtain a TCI Policy.

2.15 “TCI Policy” means a trade credit insurance policy.

2.16 “Term” has the meaning set forth in Section 6.1.

2.17 “Use Cases” means the use cases specified in the applicable Order Form for which the Services are provided.

2.18 Rules of Construction. The words “include,” “includes,” and “including” are deemed followed by “without limitation”; “or” is not exclusive; “herein,” “hereof,” “hereunder,” and similar terms refer to these Terms as a whole; section and Order Form references are to these Terms unless otherwise specified; the singular includes the plural and vice versa; any reference to a statute or regulation includes all amendments thereto and all regulations promulgated thereunder; and headings are for convenience only and do not affect interpretation.

3. Services

3.1 Services Generally. Subject to these Terms and the applicable Order Form, Liftline will provide Customer with the following Services as elected in each Order Form:

(a) Platform Access. Access to the Platform via web-based interface and APIs.

(b) Underwriting Services. Obligor credit underwriting via insurance partners, obligor monitoring, and related risk analysis.

(c) TCI Placement Facilitation. Introduction to and facilitation of TCI placement through one or more TCI Brokers. Customer acknowledges that Liftline is not a licensed insurance producer and that placement of any TCI Policy will be performed by a licensed TCI Broker who serves as the agent of record.

(d) TCI Management. API-based and platform-based management of TCI Policies, including coverage requests, limit management, policy maintenance, claims filing support, and claims process coordination.

(e) Capital Partner Sourcing. Introduction to and facilitation of financing arrangements through one or more Capital Partners, and ongoing management of the operational relationship with Capital Partners. Customer acknowledges that Liftline is not a lender, factor, or capital provider, and that financing is provided by Capital Partners under separate Financing Agreements.

(f) Reporting. Generation and delivery of periodic reports as required by applicable TCI Policies, Capital Partner arrangements, or as otherwise agreed in the applicable Order Form.

(g) Implementation Services. Initial setup of Customer’s Use Cases on the Platform.

(h) Customer Support. Support for Customer’s use of the Platform during Liftline’s standard business hours.

3.2 Order Forms. The specific scope, Fees, term, and other commercial terms applicable to Services shall be set forth in an Order Form executed by both Parties. In the event of any conflict between these Terms and an Order Form, the Order Form shall control as to the specific Services to which it relates, except that the provisions of Sections 7, 9, 10, and 11 shall control over any contrary provision in an Order Form unless such Order Form expressly references the section to be modified by section number and explicitly states the Parties’ intent to modify such section.

3.3 Service Modifications. Liftline may modify, enhance, deprecate, or discontinue features of the Platform or the Services, provided that no such modification shall materially diminish the core functionality of the Services as in effect on the Effective Date of any active Order Form without Customer’s prior written consent. Liftline will use commercially reasonable efforts to provide reasonable advance notice of material modifications.

3.4 Excluded Services. The Services do not include, and Liftline shall have no obligation to provide, the following:

(a) acting as a lender, factor, purchaser of receivables, or other principal in any financing transaction;

(b) advancing funds to Customer or any third party from Liftline’s own balance sheet;

(c) bearing credit risk on any receivable;

(d) acting as the named insured under any TCI Policy unless expressly agreed in an Order Form;

(e) dispute investigation, dispute adjudication, or third-party collections services;

(f) legal advice, regulatory advice, tax advice, accounting advice, or audit services;

(g) custom software development or other custom services not included in the standard Services, except pursuant to a separate statement of work;

(h) twenty-four (24) hour, seven (7) day support unless expressly set forth in an Order Form;

(i) execution of any Financing Agreement or other agreement between Customer and a Capital Partner, obligor, or other third party;

(j) acting as a money transmitter, payment processor, payment facilitator, or other regulated payments entity;

(k) acting as a fiduciary, financial advisor, or investment advisor; or

(l) any service not expressly set forth in these Terms or an Order Form.

3.5 Authorized Users. Customer shall designate Authorized Users and shall be responsible for the actions of all Authorized Users, including their compliance with these Terms and the Documentation. Customer shall maintain the confidentiality of all login credentials and shall promptly notify Liftline of any unauthorized access. Liftline may suspend or revoke the access of any Authorized User who violates these Terms or whose access poses a security risk to the Platform.

3.6 Nature of Relationship. The Parties expressly acknowledge and agree that: (a) Liftline is providing software and technology services and is not acting as Customer’s lender, factor, broker, financial advisor, fiduciary, agent, employee, joint venturer, partner, or money transmitter; (b) all decisions regarding credit, eligibility, pricing, and the bearing of credit and operational risk rest exclusively with Customer; (c) Liftline’s compensation under this Agreement consists exclusively of the Fees and is not contingent upon the financial outcome of any of Customer’s activities; and (d) nothing in this Agreement creates any agency, employment, partnership, joint venture, or fiduciary relationship between the Parties.

3.7 No Reliance; Customer Judgment. Customer acknowledges and agrees that the Platform and Services provide workflow tools, data processing, analytics, administrative support, and facilitation services only. Customer is solely responsible for evaluating and deciding whether to extend credit, obtain or maintain insurance coverage, submit claims, enter into any Financing Agreement, pursue collections, or take any other commercial action. Customer further acknowledges that it is not relying, and has not relied, on Liftline for legal, regulatory, tax, accounting, underwriting, insurance placement, lending, investment, or collections advice, or as a guarantor of any commercial outcome.

3.8 Third-Party Services and Providers. The Services may interoperate with, depend upon, or facilitate Customer’s engagement with third parties, including TCI Brokers, insurers, carriers, Capital Partners, data providers, cloud infrastructure providers, and other service providers. Liftline does not control and is not responsible for the acts, omissions, products, services, decisions, pricing, underwriting determinations, financing determinations, denials, delays, outages, or failures of any such third parties, except to the extent directly caused by Liftline’s breach of this Agreement. Customer’s relationships with such third parties are governed by separate agreements between Customer and the applicable third party.

4. Customer Obligations

4.1 Eligibility. The Platform is intended for use by businesses, not individual consumers. Customer represents that it is a business entity and that any individuals accessing the Platform on Customer’s behalf are doing so in their business capacity.

4.2 Accurate Information. Customer shall provide accurate, complete, and current information regarding obligors, obligees, invoices, and other matters reasonably necessary for Liftline to perform the Services. Liftline shall be entitled to rely on the accuracy and completeness of such information without independent verification.

4.3 Compliance. Customer shall comply with all laws applicable to its business and use of the Services, including laws relating to commercial financing, trade sanctions, anti-money laundering, anti-bribery, fraud, privacy, data protection, export controls, and tax. Customer shall not submit to the Platform any invoice, receivable, obligor, or transaction that is fraudulent, fictitious, subject to known dispute except as expressly disclosed, prohibited by applicable law, or subject to sanctions or other legal restriction. Customer shall promptly provide such information, certifications, and supporting documentation as Liftline may reasonably request for compliance, fraud prevention, underwriting, insurer, broker, or Capital Partner diligence purposes.

4.4 Customer Decisions. Customer is solely responsible for its credit, collection, and financing decisions. Customer acknowledges that extensions of credit outside the scope of applicable TCI Policies or underwriting recommendations communicated through the Platform may be uninsured and that Customer bears the risk of such extensions.

4.5 Third-Party Payments. Customer shall pay TCI premiums directly to the applicable carrier (or carrier’s appointed broker) and all amounts due to Capital Partners directly to the applicable Capital Partner.

4.6 Cooperation. Customer shall cooperate with Liftline in good faith in performing the Services, including providing such information, access, and decision-making as Liftline may reasonably require.

4.7 No Misuse. Customer shall not, and shall not permit any Authorized User to: (a) use the Platform or Services in any manner that violates applicable law; (b) reverse engineer, decompile, disassemble, or attempt to derive source code of the Platform; (c) attempt unauthorized access to any portion of the Platform not authorized for Customer’s use; (d) interfere with or disrupt the Platform; (e) use the Platform to transmit malicious code; (f) resell, sublicense, or otherwise make the Platform or Services available to any third party; or (g) use the Platform to build a competing product or service.

5. Fees and Payment

5.1 Fees. Customer shall pay the Fees set forth on the applicable Order Form.

5.2 Invoicing. Unless otherwise specified in an Order Form, Liftline will invoice subscription-based Fees monthly in advance and usage-based Fees monthly in arrears. All invoices are payable in U.S. dollars upon receipt.

5.3 Taxes. Fees are exclusive of all applicable taxes. Customer is responsible for all sales, use, value-added, gross receipts, and similar taxes, excluding taxes based on Liftline’s net income.

5.4 Late Payment. Amounts not paid within fifteen (15) days of the invoice date accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

5.5 Disputed Amounts. Customer shall notify Liftline in writing of any disputed amounts within fifteen (15) days of the invoice date and shall pay all undisputed amounts when due. Disputed amounts shall not accrue late charges or trigger suspension pending good-faith resolution.

5.6 Suspension; Refusal of Service. Liftline may suspend or limit access to the Services, refuse to process any transaction, data set, coverage request, or financing-related activity, or remove any content from the Platform, upon written notice where practicable, if Liftline reasonably believes that: (a) Customer has failed to pay undisputed Fees when due and such failure continues for more than thirty (30) days after written notice; (b) Customer or any Authorized User has violated this Agreement or applicable law; (c) Customer’s use of the Services poses a security risk or may adversely affect the integrity, availability, or operation of the Platform; (d) Customer’s activities may expose Liftline or any third party to fraud, sanctions, anti-money laundering, insurance, regulatory, reputational, or other material risk; or (e) any carrier, broker, Capital Partner, or service provider requires or reasonably requests such suspension or limitation in connection with Customer’s use of the Services. Liftline shall have no liability for any suspension or limitation permitted by this Section.

6. Term and Termination

6.1 Term. These Terms apply for so long as any Order Form is in effect between the Parties. Each Order Form begins on its Effective Date and continues for the initial term specified on the Order Form (the “Initial Term”), and thereafter automatically renews for successive one-year periods (each, a “Renewal Term”; the Initial Term and all Renewal Terms together, the “Term”) unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

6.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to the other Party. If Customer terminates for convenience prior to the end of the then-current Initial Term or Renewal Term (the “Current Term”), Customer shall pay Liftline, within thirty (30) days of the effective date of termination, all Fees accrued through termination, all non-cancellable commitments, any unpaid implementation or professional services fees, any committed minimum Fees for the remainder of the Current Term, and any applicable runoff or transition fees set forth in the applicable Order Form. Except as expressly set forth in this Agreement, all Fees are non-cancellable and non-refundable. For the avoidance of doubt, Customer’s payout obligation under this Section 6.2 applies only to the Current Term and does not extend to any subsequent Renewal Term that has not yet commenced.

6.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure within thirty (30) days after written notice of breach; or (b) becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, receivership, or similar proceeding that is not dismissed within sixty (60) days.

6.4 Effect of Termination. Upon termination: (a) Customer shall pay all Fees, costs, and charges accrued through the effective date of termination, plus any amounts due under Section 6.2 and any runoff or transition Fees payable under the applicable Order Form; (b) each Party shall return or destroy the other’s Confidential Information per Section 9, subject to ordinary-course backup retention; (c) Customer may export Customer Data through the Platform’s standard export functionality for ninety (90) days following termination, after which Liftline may delete such data per its retention policies; and (d) Sections that by their nature survive termination (including Sections 5 (with respect to accrued amounts), 7, 8, 9, 10, 11, and 12) shall survive.

6.5 Runoff. In-force TCI Policies and Financing Agreements continue per their own terms following termination. Liftline shall continue to administer such arrangements through their expiration or until Customer transitions administration to another provider, provided that Customer continues to pay applicable Fees during the runoff period.

7. Data and Intellectual Property

7.1 Liftline IP. As between the Parties, Liftline owns and retains all right, title, and interest in and to the Platform, Liftline’s models, methodologies, software, source code, algorithms, Documentation, and all other Liftline intellectual property (collectively, “Liftline IP”). No license to Liftline IP is granted except as expressly set forth in this Agreement.

7.2 License to Customer. Subject to this Agreement, Liftline grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Platform and the Services solely for Customer’s internal business purposes in connection with the Use Cases specified in the applicable Order Form.

7.3 Customer Data. As between the Parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants Liftline a non-exclusive, worldwide, royalty-free license during the Term and for such period thereafter as is reasonably necessary for the runoff activities described in Section 6.5 and to comply with applicable law, to access, use, store, process, transmit, display, and modify Customer Data as necessary to: (a) provide the Services; (b) comply with applicable law; (c) enforce this Agreement; (d) create and use Aggregated Data; and (e) improve, develop, test, support, and enhance the Platform and related services, and, solely with respect to de-identified or Aggregated Data that cannot reasonably be used to identify Customer, any individual, or any specific obligor, train analytical models and systems.

7.4 Platform Data and Aggregated Data. Liftline owns all right, title, and interest in and to Platform Data and Aggregated Data. Liftline may use Aggregated Data for any lawful business purpose, including improving the Platform, benchmarking, market research, product development, and regulatory reporting. Liftline may disclose Aggregated Data to third parties only in a form that does not identify Customer or any specific obligor.

7.5 Feedback. If Customer or any Authorized User provides Liftline with suggestions, comments, or feedback regarding the Platform or Services, Customer assigns all right, title, and interest in such feedback to Liftline, and Liftline may use such feedback for any purpose without restriction or obligation.

7.6 Data Security. Liftline shall implement and maintain a written information security program containing administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction. Such safeguards shall be appropriate to the nature of the Customer Data processed by Liftline and the size and complexity of Liftline’s business and shall include measures for access controls, encryption in transit, vulnerability management, and incident response. Customer acknowledges that no system or network is completely secure, and Liftline does not guarantee that unauthorized access, disclosure, loss, or alteration of Customer Data will never occur.

7.7 Security Incident Notification. In the event Liftline confirms a Security Incident involving unauthorized access to or unauthorized acquisition of Customer Data in Liftline’s possession or control, Liftline shall notify Customer without undue delay and, where feasible, within seventy-two (72) hours after confirmation. Liftline shall provide information reasonably available to Liftline regarding the nature of the Security Incident and the remediation steps being taken. Liftline shall cooperate with Customer in good faith as reasonably necessary for Customer to satisfy applicable legal obligations, provided that such cooperation shall be at Customer’s reasonable request and expense to the extent it requires material out-of-scope effort, and nothing in this Section requires Liftline to disclose trade secrets, information relating to other customers, or information subject to legal privilege.

8. Representations, Warranties, and Disclaimers

8.1 Mutual Representations. Each Party represents and warrants that, as of the Effective Date: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into and perform this Agreement; (c) execution and performance does not conflict with any other agreement to which it is a party; (d) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms; and (e) it will comply with applicable laws in performing its obligations under this Agreement.

8.2 OFAC and Sanctions. Each Party represents that neither it nor, to its knowledge, any of its directors, officers, or controlling Persons is (a) a Person listed on any sanctions list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other applicable governmental authority, (b) located, organized, or resident in any country or territory subject to comprehensive U.S. sanctions, or (c) otherwise the target of any sanctions administered or enforced by OFAC or any other applicable governmental authority.

8.3 Anti-Corruption. Each Party shall comply with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1 et seq., and any other applicable anti-bribery and anti-corruption laws.

8.4 Liftline Warranty. Liftline warrants that it will perform the Services in a professional and workmanlike manner. Customer’s exclusive remedy for breach of this warranty is re-performance of the deficient Services, or if re-performance is not commercially reasonable, a refund of Fees paid for the affected Services for the period during which the breach existed.

8.5 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” LIFTLINE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LIFTLINE DOES NOT WARRANT THAT (A) THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THE SERVICES WILL ACHIEVE ANY PARTICULAR OUTCOME, OR (C) ANY DATA WILL BE COMPLETELY SECURE OR FREE FROM LOSS.

8.6 Specific Disclaimers. Without limiting the foregoing:

(a) Liftline does not guarantee coverage outcomes, claim payment, carrier decisions, limit approvals, or any specific outcome under any TCI Policy;

(b) Liftline does not guarantee Capital Partner approval, financing terms, advance rates, or capital availability;

(c) Liftline is not a licensed insurance producer; placement of TCI Policies is performed by licensed TCI Brokers serving as the agent of record; and

(d) Liftline is not a lender, factor, or capital provider.

8.7 Claims and Coverage Disclaimer. Liftline may provide administrative support in connection with coverage requests, policy maintenance, claims submission, and claims coordination, but Liftline does not issue insurance, bind coverage, adjust claims, make coverage determinations, interpret policy terms on behalf of any carrier, or control whether any claim is accepted, denied, contested, or paid. All coverage and claims decisions are made solely by the applicable insurer, carrier, or licensed broker, as applicable, under the terms of the relevant policy and related agreements.

9. Confidentiality

9.1 Confidential Information. “Confidential Information” means any non-public business, financial, technical, operational, or strategic information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether in writing, orally, electronically, or by observation, that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes the terms of this Agreement and any Order Form, pricing, Customer Data, and Liftline’s source code, technical specifications, and product roadmap.

9.2 Obligations. The Receiving Party shall: (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) use it solely to perform its obligations or exercise its rights under this Agreement; (c) not disclose it to any third party except as permitted by Section 9.3; and (d) protect it with at least the same degree of care it uses for its own Confidential Information of similar nature, but in no event less than reasonable care.

9.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information: (a) to its employees, contractors, advisors, accountants, attorneys, and representatives on a need-to-know basis, provided such Persons are bound by confidentiality obligations no less protective than those set forth herein; (b) as required by applicable law, regulation, court order, subpoena, or governmental authority, provided that the Receiving Party gives prompt written notice to the Disclosing Party (where legally permitted), cooperates reasonably with any effort by the Disclosing Party to limit or contest the disclosure, and discloses only the minimum information required; (c) to actual or prospective investors, lenders, acquirers, insurers, or Capital Partners under similar confidentiality obligations and on a need-to-know basis; or (d) with the prior written consent of the Disclosing Party.

9.4 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was known to the Receiving Party prior to disclosure without confidentiality obligations; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully obtained from a third party not under confidentiality obligations.

9.5 Survival. The obligations under this Section 9 shall survive termination of this Agreement for a period of two (2) years, except that with respect to information that constitutes a trade secret under applicable law, the obligations shall survive for so long as such information remains a trade secret.

9.6 Equitable Relief. The Parties acknowledge that breach of this Section 9 may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching Party shall be entitled to seek injunctive and other equitable relief in addition to any other remedies available at law.

10. Indemnification

10.1 Mutual Indemnification. Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party and its officers, directors, employees, and agents (collectively, the “Indemnified Parties”) from and against any third-party claims, suits, or proceedings (“Claims”) to the extent arising from the Indemnifying Party’s: (a) breach of this Agreement; (b) gross negligence or willful misconduct; or (c) violation of applicable law.

10.2 Liftline IP Indemnification. Liftline shall defend, indemnify, and hold harmless Customer’s Indemnified Parties from and against any Claim alleging that the Platform, when used by Customer in accordance with this Agreement and the Documentation, infringes any United States patent, copyright, trademark, or trade secret of any third party, except to the extent the Claim arises from (a) Customer Data, (b) Customer’s modifications to or misuse of the Platform, or (c) Customer’s combination of the Platform with materials not provided or authorized by Liftline.

10.3 Customer-Specific Indemnification. Customer shall defend, indemnify, and hold harmless Liftline’s Indemnified Parties from and against any Claims arising from (a) Customer’s credit, collection, or financing decisions; (b) inaccurate or incomplete Customer Data; (c) Customer’s breach of any TCI Policy or Financing Agreement; or (d) any dispute between Customer and any obligor, Capital Partner, or other third party.

10.4 Indemnification Procedure. The Party seeking indemnification (the “Indemnified Party”) shall: (a) promptly notify the Indemnifying Party in writing of any Claim for which indemnification is sought, provided that failure to give such notice shall not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced by such failure; (b) provide the Indemnifying Party with reasonable cooperation in the defense of such Claim, at the Indemnifying Party’s expense; and (c) permit the Indemnifying Party to assume sole control of the defense and settlement of such Claim, provided that the Indemnifying Party shall not settle any Claim that imposes any non-monetary obligation on, or admits any liability of, the Indemnified Party without the Indemnified Party’s prior written consent (such consent not to be unreasonably withheld). The Indemnified Party may participate in the defense of any Claim at its own expense with counsel of its choice.

11. Limitation of Liability

11.1 Exclusion of Certain Damages. EXCEPT FOR (A) A PARTY’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, (B) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5 OR SECTION 6.2, AND (C) CUSTOMER’S BREACH OF SECTION 7.1 OR SECTION 9, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Cap. EXCEPT FOR (A) A PARTY’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, (B) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5 OR SECTION 6.2, (C) CUSTOMER’S BREACH OF SECTION 7.1 OR SECTION 9, AND (D) LIFTLINE’S OBLIGATIONS UNDER SECTION 10.2, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE GREATER OF (I) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO LIFTLINE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (II) ONE HUNDRED THOUSAND DOLLARS ($100,000). NOTWITHSTANDING THE FOREGOING, LIFTLINE’S TOTAL CUMULATIVE LIABILITY FOR A CONFIRMED SECURITY INCIDENT OR BREACH OF SECTION 9 SHALL NOT EXCEED TWO (2) TIMES THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO LIFTLINE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Allocation of Risk. The Parties acknowledge that the limitations of liability set forth in this Section 11 are an essential element of the bargain and reflect a reasonable allocation of risk in light of the Fees payable under this Agreement.

11.4 Carve-Outs. Nothing in this Agreement shall limit any liability that cannot be limited under applicable law.

12. General

12.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The Parties intend that this choice of law be given effect pursuant to N.Y. General Obligations Law § 5-1401.

12.2 Jurisdiction and Venue. Each Party irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for any action or proceeding arising out of or relating to this Agreement. Each Party irrevocably waives any objection to personal jurisdiction, venue, or forum non conveniens with respect to such courts. The Parties intend that this forum selection clause be given effect pursuant to N.Y. General Obligations Law § 5-1402.

12.3 Waiver of Jury Trial; No Class Actions. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY AGREES THAT ANY DISPUTE SHALL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

12.4 Notices. Notices shall be in writing and delivered by email with confirmation of receipt, by overnight courier, or by certified mail to the addresses set forth on the applicable Order Form. Notices are effective upon receipt.

12.5 Force Majeure. Neither Party shall be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, labor disputes, natural disasters, cyber attack, internet outages, or failures of third-party service providers.

12.6 Assignment. Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign this Agreement, without such consent, to (a) an Affiliate or (b) a successor in connection with a merger, acquisition, sale of all or substantially all of its assets, or change of control. Any unpermitted assignment shall be void.

12.7 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, employment, or fiduciary relationship between the Parties.

12.8 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party (including TCI Brokers, Capital Partners, carriers, or obligors) has any rights or remedies under this Agreement.

12.9 Severability. If any provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties.

12.10 Waiver. No failure or delay in exercising any right shall operate as a waiver. No single or partial exercise of any right shall preclude any other or further exercise.

12.11 Entire Agreement. These Terms, together with all Order Forms, constitute the entire agreement between the Parties regarding their subject matter and supersede all prior and contemporaneous agreements, understandings, and discussions.

12.12 Electronic Signatures. Order Forms may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one and the same instrument. Pursuant to the New York Electronic Signatures and Records Act (N.Y. State Tech. Law §§ 301-309) and the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001-7031), electronic signatures shall have the same legal force and effect as handwritten signatures.

12.13 Publicity. Neither Party shall issue any press release or other public communication referring to this Agreement or the relationship between the Parties without the prior written consent of the other Party, except that Liftline may include Customer’s name and logo on a customer list and in routine business communications with prospective customers, partners, and investors, in each case in a manner consistent with industry practice.

12.14 Construction. These Terms have been drafted by Liftline and made available to Customer with the opportunity to review and consult counsel prior to execution of an Order Form, and shall not be construed against either Party as drafter.

12.15 Contact. Questions regarding these Terms may be directed to legal@liftline.ai.

— End of Terms —