Beta Test Terms

These Beta Test Terms, together with any Beta Test Order Form (collectively, these “Beta Terms”), are by and between Moov Financial, Inc., a Delaware corporation (“Moov”), and you or the Person on whose behalf you are accepting these Beta Terms (“Company”). Capitalized terms in these Beta Terms have the meanings given to such terms in Section 11.

BY EXECUTING A BETA TEST ORDER FORM, BY USING OR INTEGRATING AND/OR OFFERING ANY BETA PRODUCT AFTER NOTICE OF THESE BETA TERMS, OR BY CLICKING OR CHECKING A BOX INDICATING COMPANY’S ACCEPTANCE OF OR ASSENT TO THESE BETA TERMS (THE FIRST DATE ON WHICH ANY SUCH ACTION OCCURS, THE “EFFECTIVE DATE”), COMPANY AGREES TO ALL OF THE TERMS AND CONDITIONS IN THESE BETA TERMS. IF COMPANY DOES NOT AGREE TO THESE BETA TERMS, COMPANY MAY NOT USE, INTEGRATE, OR OFFER ANY BETA PRODUCT.

Moov and Company, intending to be legally bound, hereby agree as follows:

1. General Overview.

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

1.2. Scope of the Agreement. From time to time, Moov may make available early release versions of an API, or of certain software or features or functionality, that is or are associated with the Moov Services, including any Documentation related thereto (each, a “Beta Product”) in connection with the Moov Services. These Beta Terms set forth the terms and conditions applicable to Company’s access to and use of the Beta Products.

1.3. Agreement Framework.

2. License Grants; Conditions.

2.1. Integrator Grant. If Company is integrating the Moov Services into the Company Platform pursuant to the Platform Integration Terms and Conditions, then, subject to Company’s compliance with the terms and conditions of these Beta Terms, and at Company’s sole risk and liability, Moov hereby grants to Company a non-exclusive, non-transferable, non-sublicensable, revocable license, during the Term, to integrate the Beta Product with the Company Platform as described in, and in accordance with, the Documentation solely as necessary to make available the Beta Product to Company Customers through the Company Platform in strict accordance with the use case approved by Moov in order for such Company Customers to access and use the Beta Product only as expressly permitted by and in accordance with the Moov Platform Agreement, the Platform Integration Terms and Conditions, and these Beta Terms for the sole purpose of Company’s evaluation of the applicable Beta Product.

2.2. User Grant. If Company is accessing and using the Moov Services pursuant to the Moov Platform Agreement, then, subject to Company’s compliance with the terms and conditions of these Beta Terms, Moov hereby grants to Company a non-exclusive, non-transferable, non-sublicensable, revocable license, during the Term, to use the applicable Beta Product for the sole purpose of Company’s evaluation of the applicable Beta Product

2.3. Conditions and License Restrictions. As a condition to the foregoing license applicable to Company, Company must not, and must not allow any other Person to: (a) use any Beta Product with data or information that has not been backed up; (b) access or use all or any part of any Beta Product in a manner that is not expressly permitted under the Documentation or these Beta Terms; (c) remove, deactivate, or otherwise circumvent any license restrictions or mechanisms intended to limit the use of all or any part of any Beta Product; (d) create derivative works of all or any part of any Beta Product; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available all or any part of any Beta Product to any Person other than Company Customers as expressly provided by the Documentation and these Beta Terms, and only then at Company’s sole risk and liability; (f) reverse engineer, disassemble, or decompile all or any part of any Beta Product; or (g) misuse, damage, disrupt, or impair all or any part of any Beta Product or interfere with any other Person’s access to or use of any Beta Product.

Ownership.

3.1. Beta Product. As between Moov and Company, Moov will own all right, title, and interest in and to all Beta Products, including all Intellectual Property Rights therein. Company acknowledges and agrees that there are no implied licenses in or to all or any part of any Beta Product.

3.2. Feedback. All Feedback provided by Company or a representative of Company is provided at the sole discretion of Company. Any Feedback provided by Company or a representative of Company will not be considered to be Confidential Information of Company or such representative, and Moov has not agreed to, and does not agree to, treat any Feedback provided by Company or a representative of Company as Confidential Information of Company or such representative. If Company or a representative of Company provides any Feedback, then Company, on behalf of itself and any applicable representative of Company, hereby grants to Moov a perpetual, worldwide license to use, disclose, publish, profit from, and otherwise exploit such Feedback, without restriction and without any attribution or compensation to Company or any applicable representative of Company, for any purpose.

4. Ownership and Use of Beta Product Data.

As between Moov and Company, Moov will own all right, title, and interest in and to all data or information relating to any Beta Product or collected, received, processed, or otherwise obtained by or on behalf of Moov in connection with any Beta Product or these Beta Terms, including any performance measurements (collectively, the “Beta Product Data”), and Moov will not be subject to any restrictions under these Beta Terms, the Platform Integration Terms and Conditions, the Moov Platform Agreement, or otherwise with respect to such Beta Product Data. Company acknowledges and agrees that there are no implied licenses in or to all or any part of the Beta Product Data.

5. Confidentiality.

Company acknowledges and agrees that the Beta Products and all Beta Product Data constitute the Confidential Information of Moov. Notwithstanding anything to the contrary in the Platform Integration Terms and Conditions or the Moov Platform Agreement, Company will not use or disclose to any Person any information or data about or related to the Beta Products or any Beta Product Data, or otherwise make any public comments about or related to the Beta Products or any Beta Product Data, without the prior written approval of Moov.

6. Beta Product Acknowledgements and Limitations.

Company acknowledges and agrees that: (a) the Beta Products are not an official product, service, feature, or functionality offered by Moov and have not been made generally available to Moov customers as part of the Moov Services; (b) the Beta Products may not operate properly, may not be in final form, and may not be fully functional; (c) the Beta Products may contain errors, design flaws, or other problems; (d) it may not be possible to make any Beta Product operate properly or fully functional or to finalize any Beta Product; (e) use of any Beta Product may result in unexpected results, loss of data, or other unpredictable damage or loss; (f) Moov is under no obligation to make any Beta Product part of the generally available Moov Services or to otherwise release a generally available version of any Beta Product; (g) Moov has the unilateral right to abandon development of any Beta Product at any time and without any obligation or liability to Company; and (h) Moov may, by automatic update or otherwise, modify or terminate any Beta Product at any time for any reason. Company acknowledges and agrees that it will not rely on any Beta Product for any reason. Company, and not Moov, is solely responsible for backing up and protecting all of its data and information used with any Beta Product. Company, and not Moov, will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of or otherwise in connection with Company’s access to or use of any Beta Product.

7. DISCLAIMER OF WARRANTIES.

COMPANY’S USE OF ANY BETA PRODUCT IS ENTIRELY AT ITS OWN RISK. EACH BETA PRODUCT IS AND WILL BE PROVIDED “AS IS” AND “AS AVAILABLE” AND MOOV HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND/OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND/OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (A) MOOV DOES NOT REPRESENT OR WARRANT THAT ANY BETA PRODUCT WILL PERFORM WITHOUT INTERRUPTION OR ERROR, AND (B) COMPANY ACKNOWLEDGES THAT HOSTING OR TRANSMITTING DATA ONLINE OR THROUGH ANY BETA PRODUCT INVOLVES RISKS OF UNAUTHORIZED ACCESS, USE, DISCLOSURE, AND EXPOSURE, AND COMPANY HEREBY ACCEPTS SUCH RISKS. MOOV HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND/OR GUARANTEES THAT ANY BETA PRODUCT IS COMPATIBLE WITH COMPANY’S EQUIPMENT OR THE COMPANY SERVICES, THAT ANY BETA PRODUCT IS FREE OF VIRUSES, WORMS, BOTS, OR ANY OTHER HARMFUL, INVASIVE, MALICIOUS, OR CORRUPTED FILES, OR THAT DATA SENT THROUGH ANY BETA PRODUCT WILL NOT BE ACCESSED, USED, DISCLOSED, OR EXPOSED THROUGH ERRORS OR ACTIONS OF THIRD PARTIES. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE UNIFORM COMMERCIAL CODE AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT WILL NOT APPLY TO THESE BETA TERMS.

8. LIMITATION OF LIABILITY.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW OR NETWORK RULES, (A) NEITHER MOOV NOR ANY FI PARTNER WILL BE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES OF ANY KIND, OR FOR ANY LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF ANY DATA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO ANY BETA PRODUCT OR THESE BETA TERMS, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES OR LOSSES, AND (B) NEITHER MOOV NOR ANY FI PARTNER WILL BE RESPONSIBLE OR LIABLE FOR DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO ANY DELAYS OR PROBLEMS CAUSED BY ANY TELECOMMUNICATIONS CARRIERS, INTERNET SERVICE PROVIDERS, OR OTHER COMMUNICATIONS NETWORK PROVIDERS OR THE BANKING SYSTEM. FURTHER, NEITHER MOOV NOR ANY FI PARTNER WILL BE RESPONSIBLE OR LIABLE FOR ANY PERFORMANCE FAILURE OR OTHER ACT OR OMISSION OF ANY THIRD PARTY OUTSIDE OF MOOV’S OR SUCH FI PARTNER’S REASONABLE CONTROL (E.G., NETWORKS). TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, MOOV’S AND ANY FI PARTNER’S AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES ARISING OUT OF OR RELATING TO ANY BETA PRODUCT OR THESE BETA TERMS WILL NOT EXCEED $1,000.

9. Term and Termination.

9.1. Term. The term of these Beta Terms will be for the period beginning as of the Effective Date and will continue in effect until these Beta Terms are terminated as set forth in Section 9.2 (the “Term”).

9.2. Termination. Either party may terminate these Beta Terms at any time by providing written notice to the other party. Unless otherwise stated in an Order Form for the Beta Product, if Moov makes any Beta Product generally available to Moov customers, then these Beta Terms will terminate with respect to such Beta Product and such Beta Product will be governed solely by the Platform Integration Terms and Conditions and/or the Moov Platform Agreement, as applicable to Company. These Beta Terms automatically will terminate upon the termination of the Platform Integration Terms and Conditions or the Moov Platform Agreement, as applicable. For the avoidance of doubt, termination of these Beta Terms will not terminate or otherwise affect the term of any applicable Platform Integration Terms and Conditions or Moov Platform Agreement.

9.3. Survival. The following Sections will survive termination of these Beta Terms: Section 1, Section 2.3, Section 3, Section 4, Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, and Section 11.

10. Miscellaneous.

10.1. Notices. Any notice or other communication under these Beta Terms must be in writing and will be effective: (a) for Company, two business days after Company sends an email to [email protected]; and (b) for Moov, two business days after Moov sends an email to the email address: (1) associated with Company’s account with Moov; or (2) set forth in the Beta Test Order Form.

10.2. Assignment. Company may not assign or transfer these Beta Terms or any of Company’s rights or responsibilities hereunder. Moov may assign or transfer these Beta Terms or any of its rights or responsibilities hereunder without restriction. Any purported assignment or transfer in breach of this Section 10.2 will be void ab initio.

10.3. Amendment. These Beta Terms may only be modified, supplemented, or replaced in a writing signed by Moov.

10.4. Entire Agreement. These Beta Terms, together with the Platform Integration Terms and Conditions and the Moov Platform Agreement as described in Section 1.3 of these Beta Terms, constitute the entire agreement between Company and Moov in connection with the Beta Products and supersede all prior communications, correspondence, and instruments regarding any Beta Product in their entirety.

11. Definitions.

• “Applicable Law” means all applicable laws, rules, regulations, opinions, directives, and other binding requirements of, or administered or enforced by, any Governmental Authority.
• “Beta Product” has the meaning set forth in Section 1.2.
• “Beta Product Data” has the meaning set forth in Section 4.
• “Beta Terms” has the meaning set forth in the preamble.
• “Beta Test Order Form” means a document or instrument entered into by Moov and Company for the provision of the Beta Products. An order form may be: (a) a document with electronic or handwritten signatures by the parties; and/or (b) an electronic order form offered and accepted electronically within the Moov Platform or a third-party platform, such as Google Cloud Marketplace.
• “Company” has the meaning set forth in the preamble.
• “Company Customer” means: (a) any Person, other than an individual, that accesses and uses all or any part of the Company Services for commercial purposes, or (b) any individual who accesses and uses all or any part of the Company Services.
• “Company Platform” means the applications, websites, or other digital commerce technology platforms of Company.
• “Company Services” means the Company Platform, together with the products and services provided or otherwise made available by Company through the Company Platform.
• “Confidential Information” has the meaning set forth in the Platform Integration Terms and Conditions or the Moov Platform Agreement, as applicable.
• “Dispute” means any dispute, claim, or controversy arising out of or relating to any Beta Product or these Beta Terms.
• “Documentation” means the documentation, instructions, and other materials provided or otherwise made available by Moov in connection with any Beta Product, which may be modified, supplemented, or replaced by Moov from time to time.
• “Effective Date” has the meaning set forth in the preamble.
• “Feedback” means any idea, suggestion, comment, or other input regarding or relating to any Beta Product.
• “FI Partner” has the meaning set forth in Section 1.1.
• “Governmental Authority” means any relevant federal, state, or local governmental regulatory, administrative, or judicial authority.
• “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence, under or related to any patent, copyright, trademark, trade secret, database protection, rights in content, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
• “Moov” has the meaning set forth in the preamble.
• “Moov Platform” has the meaning set forth in Section 1.1.
• “Moov Platform Agreement” means the then-current version of the agreement between Moov and any Person, or among Moov, any applicable third party, and any Person, that governs such Person’s access to and use of the Moov Services, which is currently available at https://moov.io/legal/platform-agreement/, and which may be modified, supplemented, or replaced by Moov from time to time.
• “Moov Services” has the meaning set forth in Section 1.1.
• “Person” means an individual, or a corporation, partnership, limited liability company, association, trust, unincorporated organization, or other legal entity or organization.
• “Platform Integration Terms and Conditions” means (a) the then-current version of the agreement between Moov and any Person that governs such Person’s integration of the Moov Services into the Company Platform, which is currently available at: https://moov.io/legal/platform-integration-agreement/, and which may be modified, supplemented, or replaced by Moov from time; provided, however, that if Moov and Company have executed a separate written Platform Integration Agreement in lieu of Company agreeing to the online terms, in which case Platform Integration Terms and Conditions, as used herein, shall mean such written Platform Integration Agreement.
• “Term” has the meaning set forth in Section 9.1.