This Customer Agreement (“Agreement”) describes the agreement between Cotribute, LLC (“Cotribute”) and your company (“Customer”) and is effective as of the date listed on the provided form.(“Effective Date”).

1. Term

This Agreement shall be for the terms set forth in the Terms and Conditions attached to the Executive Proposal.  Either Cotribute or Customer may terminate this Agreement immediately at any time if:(i) the other party is in material breach of the Agreement and, in the case of non-monetary breaches only, if the breaching party  fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings. If Customer or its End User (i) violates this Agreement or (ii) uses the Services in a manner that Cotribute reasonably believes will cause it liability or violate applicable law, then Cotribute may suspend or terminate Customer’s and its End User’s use of the Cotribute platform.

If there is an emergency, Cotribute may automatically suspend use of the services.  Cotribute will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Emergency. “Emergency” means:(i) use of the Services that do or could disrupt the Services, other End Users’ use of the Services, or the infrastructure used to provide the Services and(ii) unauthorized third-party access to the Services.

2. Platform Terms

Cotribute has built an internet-based platform (“Platform”), that provides applications and application programming interfaces respecting deposit account opening functionality. Use of Customer and End User Accounts are conditional upon acceptance of their respective  Customer Agreement and Terms & Conditions at login.

3. Customer Information; Security

If and to the extent Cotribute stores or hosts any  confidential, sensitive Customer Information, Cotribute shall utilize industry appropriate administrative, physical, and technical safe guards to protect such information from unauthorized disclosure. If Cotribute suspects or becomes aware of any unauthorized disclosure of such confidential sensitive customer Information, it will notify Customer in writing as soon as reasonably practicable. Cotribute acknowledges to Customer that it maintains SOC 2, Type 2 compliance.

4. Confidentiality

This Agreement and any related discussions and correspondence are to be held in strict confidence by Customer and may not be disclosed by the Customer to any party (other than counsel to the parties to the extent reasonably necessary for such persons to render advice in connection with the proposed terms) without the prior written approval of the other party, except as required by law.

5. Intellectual Property

The Cotribute Platform, (including text, information, software, graphics, images, sound, animation and any other content) are owned by Cotribute and constitute the Intellectual Property Rights of Cotribute (“Intellectual Property Rights”). The copyrighted materials, trademarks, service marks, written text, html or other code, images, animations, digital photographs, or other content accessible on this site, should not be reproduced, copied, distributed, posted, or used in any other way without the express written permission of Cotribute. Other than rights granted in this Agreement, this Agreement does not grant to Customer any Intellectual Property Rights to Customer. Cotribute may, at its discretion, use, modify, and incorporate into the Platform any feedback, comments, or suggestions of Customer or End Users. Cotribute may include Customer’s name trade name and/or logo in a marketing materials identifying Customer as a  Cotribute customer on the Cotribute website or in promotional materials.

6. Indemnification

Customer will defend and indemnify Cotribute against all liabilities, damages, and arising out of any claim by the End Users associated with Customer and their use of the Platform. Cotribute will defend and indemnify Customer against any third party claims that the Cotribute Platform infringes such third party’s intellectual property right. Cotribute may, in its discretion, satisfy this indemnification obligation by procuring a license that will protect Customer against such claim, replace the Service with a non-infringing Service, or if it deems such remedies not practicable, Cotribute may terminate this Agreement, provided that Customer shall receive a pro-rata refund of the fees prepaid.

7. Liability Limitations

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS AND (B) FEE PAYMENT OBLIGATIONS, NEITHER CUSTOMER NOR COTRIBUTE WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, CONTRIBUTIONS, OR PROFITS, EVEN IF FORESEEABLE. ADDITIONALLY, COTRIBUTE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES THAT CUSTOMER ACTUALLY PAID TO COTRIBUTE DURING THE THREE  MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW.  EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER COTRIBUTE NOR ITS AFFILIATES MAKE ANY WARRANTY, EXPRESS, IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.

8. Miscellaneous

This Agreement, along with the Cotribute Executive Proposal (including the Terms and Conditions), the End User Agreement and Cotribute Privacy Policy shall constitute the entire agreement between Customer and Cotribute regarding the subject of this Agreement and supersede prior or contemporaneous understandings and agreements, whether written or oral. No other terms, conditions, warranties or representations should be deemed incorporated or implied (at law, under statute or otherwise) except as set out in the documents described above.  This Agreement may only be modified in a written document signed by the parties. The only remedy available to any Party in respect of any such extra-contractual representations, shall be for breach of contract under the terms of this Agreement (subject always to the limitations and restrictions set out in this Agreement).

This agreement will be governed by California law. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Cotribute. Cotribute may assign this agreement, but shall notify Customer of such assignment promptly following the assignment.  There are no intended third-party beneficiaries to this Agreement.  Except for payment obligations, neither Cotribute nor Customer will be liable for inadequate performance to the extent caused by a condition beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance). Customer and Cotribute shall resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The Judicial Arbitration and Mediation Service (“JAMS”) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Irvine, California, or any other location both parties agree to in writing. However, either party may sue in the federal or state courts located in Orange County, California solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights. The prevailing party in any arbitration or litigation shall be awarded its legal fees and costs. Both Customer and Cotribute consent to venue and personal jurisdiction there. Customer agrees that it may only resolve disputes with Cotribute individually and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. No terms and conditions under a Customer purchase order, acknowledgment form, Customer “supplier policies” documentation, or other Customer document or terms shall vary, supersede or replace the terms and conditions of this Agreement unless this Agreement is modified in accordance with its terms to expressly reference and incorporate such Customer document or terms.

For any questions related to the Customer Agreement, please contact Cotribute at support@cotribute.com, or 800.790.8421.