Terms and Agreement

These Terms of Use are the agreement between the user and KAPED, Inc. governing the use of their embedded finance platform and any of their application programming interfaces, products, and services. To be eligible, users must agree to these Terms. KAPED will provide the services, subject to the user complying with the Terms, in accordance with applicable laws and will provide support for the services. Beta offerings may be available to the user, but KAPED may discontinue or decide not to make them generally available at any time. The Services may be suspended immediately if the user or an End User breaches the Terms or uses the Services in a way that KAPED believes may threaten the security, integrity, or availability of the Platform.

The text outlines the responsibilities of the customer when using the services provided by KAPED/Bank(s). Responsibilities include integrating the Services using the provided APIs, maintaining backward compatibility, not reselling the Services, using the Services in accordance with the Documentation and applicable law, paying fees and costs as outlined in the Service Schedule, and preventing unauthorized access to the Services.

Two representatives are designated as Relationship Managers for both parties to act as the primary point of contact for communications, modifications, and inquiries. They will collaborate on a launch plan for the Services and KAPED and Bank(s) will have sole discretion for the associated activities. KAPED will have approval over all Program Materials used to market the Services to End Users, and a Reserve Account will be established and maintained with a minimum balance to cover Transaction Losses.

Both parties agree to cooperate in order to promote and operate the services and comply with applicable laws. They will also cooperate with Banks and governmental authorities and provide audit documentation upon request. Finally, they agree that each party owns the rights to their respective confidential information and customer data.

This text grants banks and service providers the right to process customer data necessary for providing services, as long as it is in accordance with the terms and privacy policy. Additionally, the parties agree to maintain the confidentiality of each other's confidential information. Disclosure of confidential information is only allowed if required by law or a court order.

The parties agree that in the event of a breach, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief. Each party is granted a limited, revocable, non-exclusive, non-transferable license to use the other's trademarks in connection with the use and marketing of the services during the term. After execution of the terms, each party is allowed to disclose the other is a partner/customer, and KAPED has the right to market the platform and any financial products available through it.

This text outlines the indemnification obligations between two parties for any Loss resulting from an Infringement Claim or Customer Indemnifiable Claim. It states that one party will defend the other, and that the other party will cooperate. Additionally, it states that the aggregate liability of either party arising out of or related to the agreement will not exceed the amounts paid or payable by one party for the services giving rise to the liability during the preceding six-month period.

These Terms begin on the effective date and can be terminated by either party upon thirty days written notice. They can also be terminated if one party commits a material breach and fails to remedy it within 30 days, or upon the other party's liquidation, bankruptcy, or dissolution. We may also immediately terminate these Terms upon breach of Section 8, insufficient transaction volume, or if any Bank or regulator requires it. Upon termination, certain Sections will survive, and there will be an up to 180 day Post Termination Wind Down Period during which End Users will still be provided the same benefits. At the end of this period, we may have exclusive rights to substitute or market to End Users.

This text outlines the conditions under which a party will be excused from a delay or failure to perform its obligations under an agreement. This includes Force Majeure Events, such as war, pandemics, and terrorist attacks. Notice must be provided in writing, which can include email, and changes to the agreement must be given thirty days in advance. The agreement is subject to the laws of the State of California and any illegal, invalid, or unenforceable terms must be replaced by one that is legal, valid, and enforceable. These Terms may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. Any PDF e­mailed or Docusign version of an executed counterpart shall be deemed an original.

The text outlines the due diligence process that must be undertaken when offering services through the platform, as well as the responsibilities of the user, such as developing a marketing plan for soliciting end users, developing and providing a customer application to make all program features available to end users, and collecting information required to onboard and screen end users and transactions.

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