Orbipay Subscription-Specific Terms

1. Terms Applicable to ACH Transactions.

(a) The definition of “Applicable Law” includes: (i) the NACHA rules and operating regulations (“NACHA Rules”); (ii) sanction laws administered by the Office of Foreign Assets Control; (iii) the Electronic Funds Transfer Act; (iv) the Unlawful Internet Gambling Enforcement Act; (v) the Federal Reserve Board Regulation E; (vi) laws, rules, regulations, and orders administered by the Financial Crimes Enforcement Network; and (vii) with respect to international Transactions, the rules applicable to IAT ACH Transactions, as each may be amended, revised, or replaced from time-to-time.

(b) “NACHA” means the National Automated Clearing House Association and all regional payment alliances associated with it.

(c) “ODFI” or “Originating Depository Financial Institution” has the meaning given in the NACHA Rules.

(d) In order for Alacriti to comply with anti-terrorism, financial services, and other applicable laws and regulations, Know Your Customer (“KYC”), and requirements imposed by NACHA, Client must provide Alacriti with information about itself, its shareholders, its activities, and its products and services. Client warrants to Alacriti that all information it provides Alacriti is true, correct and up to date, and Client acknowledges that Alacriti is relying upon such information in establishing this Agreement and in providing the Subscription Services. Client authorizes Alacriti to verify the information provided by Client. Alacriti may use this information to perform customer due diligence, identity verification, and various underwriting, fraud and risk reviews.

(e) Client represents and warrants to Alacriti that each Client settlement account used to receive or fund settlement of Transactions processed, or fund ACH returns or refunds, through the Subscription Services, is a business account in accordance with NACHA Rules. Client agrees that Alacriti’s ODFI bank (as defined in the NACHA Rules) is an intended third-party beneficiary to the Agreement and entitled to all of its benefits.

(f) Client: (i) assumes the responsibilities of and makes the warranties of an Originator under the NACHA Rules, and agrees to reimburse ODFI for returns, reversals, adjustments, reclamations and warranty claims and responsibilities related to Client’s ACH entries; (ii) agrees to comply with the NACHA Rules, including but not limited to the requirements of Article Three (Obligations of Originators), Article Five (Obligations of Third-Party Senders) and if international ACH entries are initiated by Client, then the NACHA Rules applicable to IAT ACH entries, (iii) agrees to comply with all applicable state and federal laws, rules and regulations, including but not limited to sanction laws administered by the Office of Foreign Assets Control, the Electronic Funds Transfer Act, the Unlawful Internet Gambling Enforcement Act and Federal Reserve Board Regulation E (the foregoing and the NACHA Rules are, collectively, the “Applicable Rules”); and (iv) acknowledges that ACH entries may not be initiated that violate the laws of the United States, including but not limited to the sanctions laws, regulations and orders administered by OFAC, laws, regulations, rules and orders administered by FinCEN (as such terms are defined below), and any state laws, regulations or orders applicable to the providers of ACH payment services.

(g) Client represents and warrants as to each ACH entry that it has obtained the necessary authorizations under the Applicable Rules and that it shall not initiate any funds transfer after the authorization for the same has been revoked (or the agreement between Client and its third-party sender (“TPS”) has been terminated). With respect to each IAT Entry TPS sends to ODFI on behalf of Client, Client represents and warrants to ODFI that such IAT Entry is in compliance with United States law, including, but not limited to, rules promulgated and programs administered by OFAC and FinCen, that no such IAT Entry violates United States law, including, but not limited to, rules promulgated and programs administered by OFAC and FinCen, that neither TPS nor the Client are acting on behalf of or transmitting funds to any party subject to OFAC sanctions and that such IAT Entry complies with the laws and payment system rules of the receiving country. Client acknowledges that ODFI and other parties must comply with the Applicable Rules and United States law for IAT Entries. The performance by each of these parties, including ODFI, of obligations with respect to IAT Entries may cause delays in processing, settlement and/or availability of IAT Entries. Client waives and releases ODFI from any liability or obligation, including, but not limited to, funds availability obligations, caused by or arising out of any such delay associated with IAT Entries.

2. Terms Applicable to Card Transactions.

(a) The definition of “Applicable Law” includes the operating rules of the Networks and Payment Brands, and the Payment Card Industry Data Security Standard, as any or all of the foregoing may be amended, revised, or replaced from time-to-time.

(b) “Networks” means Pulse, Star, NYCE, and/or any other electronic payment network authorization, routing, processing or funds transfer system for transmitting Transactions and settlement thereof.

(c) “Merchant Processing Services Terms and Conditions” means the terms and conditions posted at http://www.alacriti.com/legal/merchant-terms (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and are incorporated herein by reference.

(d) “Payment Brand” means any payment method provider whose payment method is used by the Subscription Services, including Visa U.S.A., Inc., Visa International, MasterCard International Incorporated, Discover Financial Services, Inc., American Express Travel Related Services Company Inc., and other credit and debit card providers, debit network providers, gift card, and other stored value and loyalty program providers. Payment Brand also includes the Payment Card Industry Security Standards Council.

(e) “Refund Policy” means the terms and conditions posted at http://www.alacriti.com/legal/refund-policy (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and are incorporated herein by reference.

(f) In order for Alacriti to comply with anti-terrorism, financial services, and other applicable laws and regulations, Know Your Customer (“KYC”), and requirements imposed by the Payment Brands, Client must provide Alacriti with information about itself, its shareholders, its activities, and its products and services. Client warrants to Alacriti that all information it provides Alacriti is true, correct and up to date, and Client acknowledges that Alacriti is relying upon such information in establishing this Agreement and in providing the Subscription Services. Client authorizes Alacriti to verify the information provided by Client. Alacriti may use this information to perform customer due diligence, identity verification, and various underwriting, fraud and risk reviews.

(g) Prior to using the Subscription Services to process Transactions via Payment Cards, Client must accept an acknowledgement of the processing instructions and guidelines, as required by Alacriti’s payment processors. Such acceptance may be by execution of a paper agreement, or digital signature of an electronic agreement. Such agreement will be in the form set forth at either https://www.alacriti.com/legal/Fiserv-Sub-Merchant-Processing-Agreement or https://www.alacriti.com/legal/Elavon-Sub-Merchant-Processing-Agreement, as determined by Alacriti (“Processor Agreement”). Client shall also comply with the Merchant Processing Services Terms and Conditions. Client agrees that: (i) Alacriti is an intended third-party beneficiary of the Processor Agreement and entitled to all of its benefits; and (ii) Alacriti’s payment processor is an intended third-party beneficiary to the Agreement and entitled to all of its benefits.

(h) Alacriti reserves the right to refuse to process any Transaction made subject to a refund policy of which Alacriti has not been notified in advance. Client’s refund policy must comply with the Refund Policy.

(i) Alacriti may terminate the Agreement immediately upon written notice if: (i) Client or any person owning or controlling Client’s business is or becomes listed in the MATCH file (Member Alert to Control High-Risk Merchants) maintained by Visa and MasterCard; (ii) any Payment Brand notifies Alacriti that it is no longer willing to accept Client’s Transaction Data; or (iii) there exists any circumstances that create or could tend to create harm or loss to the goodwill to any Payment Brand or Alacriti.

(j) Client’s use of the Subscription Services must comply with the Payment Card Industry Data Security Standards (“PCI-DSS”) and, if applicable to Client’s business, the Payment Application Data Security Standards (“PA-DSS”) (collectively, the “PCI Standards”). The PCI Standards include requirements to maintain materials or records that contains payment card or Transaction data in a safe and secure manner with access limited to authorized personnel. The specific steps Client will need to take to comply with the PCI Standards will depend on Client’s implementation of the Subscription Services. Client will promptly provide Alacriti, or any applicable third party, with documentation demonstrating Client’s compliance with the PCI Standards, upon request. If Client does not provide documentation sufficient to satisfy Alacriti or the relevant third party, that Client is compliant with the PCI Standards, then Alacriti, and any applicable third party, may access Client’s business premises on reasonable notice to verify Client’s compliance with the PCI Standards. If Client does not comply with the PCI Standards, or if Alacriti or any applicable third party is unable to verify Client’s compliance with the PCI Standards, Alacriti may suspend access to the Subscription Services or terminate the Agreement. If Client intends to use a third-party service provider to store or transmit Transaction Data, then Client must not share any data with the service provider until Client verifies that the third party holds sufficient certifications under the PCI Standards, and notify Alacriti of Client’s intention to share Transaction Data with the service provider. Further, Client agrees to never store or hold any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2), at any time. Client will reimburse Alacriti for all fines, penalties, fees, and other costs associated with Client’s failure to comply with this clause, promptly after Alacriti’s request. Such request will include reasonable detail regarding the amounts owed.

(k) Alacriti may increase the Fees related to processing Card Transactions, to take into account increases in the underlying costs associated with processing such Transactions (for example, an increase in the fees charged to Alacriti by the Networks). Alacriti will give Client notice of such increase promptly after becoming aware of the corresponding increase in Alacriti’s underlying costs.

3. Terms Applicable to All Transactions.

(a) “Prohibited Categories List” means the list posted at http://www.alacriti.com/legal/prohibited (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and are incorporated herein by reference.

(b) “Settlement Terms” means the terms and conditions posted at http://www.alacriti.com/legal/settlement (and any successor or related locations designated by Alacriti), as may be updated by Alacriti from time to time and is incorporated herein by reference.

(c) “Transaction” means a credit, debit, ACH, or other electronic transaction processed by Alacriti on behalf of Client or a Customer, including purchases, disbursements, cash withdrawals, disputes, chargebacks, and refunds.

(d) “Transaction Data” means the written or electronic record of a Transaction, including, without limitation, an authorization code or settlement record, which is submitted to Alacriti.

(e) Client acknowledges that settlement of Transactions will occur as set forth in the Settlement Terms. Client shall not use the Subscription Services to send or receive payments relating to any of the prohibited categories set forth on the Prohibited Categories List. Alacriti may terminate the Agreement upon five (5) days prior written notice if Client has failed to maintain the Minimum Balance required by the Settlement Terms.

(f) Where Client uses the Subscription Services to receive or collect payments on behalf of a merchant (e.g., Client provides management services for a group of utility companies) (collectively, “Payee(s)”), Client represents and warrants to Alacriti that Client has all requisite power, authorization, and authority (including, having been appointed as an attorney in fact by its Payee) to, among other things, and hereby does (i) appoint Alacriti as the Payee’s agent for the limited purpose of receiving, collecting, facilitating, and/or transmitting payments on behalf of each Payee from Customers making Payments to the Payee; and (ii) agree, on behalf of each Payee, that receipt of funds from Payee’s customers by Alacriti on Payee’s behalf in connection with Subscription Services transactions (i) will be deemed receipt of funds from Payee’s customers by the Payee; and (ii) will satisfy a Payee’s customer’s obligations to the Payee in the amount of the applicable payment by the Payee’s customer. Where the provisions of this section apply, references in this Agreement to Client acknowledgements, representations, warranties, authorizations or consents will be on behalf of Client and Payees.

(g) Alacriti may send documents to Client and tax authorities for Transactions processed using the Subscription Services. Specifically, pursuant to Applicable Law (including the Internal Revenue Code), Alacriti may be required to file periodic informational returns with taxing authorities in relation to Client’s use of the Subscription Services.

(h) Termination of the Agreement does not affect either party’s respective rights and obligations under this Agreement as to Transaction Data submitted before termination or expiration. If Client submits Transaction Data to Alacriti after the date of termination or expiration, Alacriti may, at its sole discretion and without waiving any of its rights or remedies under this Agreement, process such Transaction Data in accordance with and subject to all of the terms of this Agreement.

(i) Alacriti may provide Client with third-party hardware, software, or systems, such as “point of sale” systems, that facilitate the transmission of Transactions (collectively, “POS Systems”). Client acknowledges and agrees that Alacriti provides such POS Systems only as a convenience, and none of the Alacriti Parties will be liable for any POS System or the acts or omissions of the third-party provider of any POS System.

(j) Upon notice of termination of the Agreement, Alacriti may estimate the aggregate dollar amount of Chargebacks, ACH Returns and other obligations, liabilities and expenses that Alacriti reasonably anticipates subsequent to termination, and Client agrees to immediately deposit such amount in Client’s Settlement Account. Where possible, Alacriti will first attempt to collect or set-off amounts owed to it and to its affiliates from the Settlement Account or from funds that Client holds in reserve. Accordingly, the authorization granted to Alacriti in Section 3 of the Agreement remains in effect for a period of six (6) months following the date of termination of the Agreement. In addition, Alacriti may collect any amounts Client owes under the Agreement by deducting or setting-off amounts that are owed to the Client. Client grants Alacriti a lien and security interest in all funds for Transactions that Alacriti process for Client, including funds that Alacriti deposits into the Settlement Account and Client-Funding Account, as well as funds held in any other bank accounts to which such Transaction funds are deposited or transferred. This means that if Client has not paid funds that Client owes to Alacriti, Customers, or to any Alacriti affiliates, then Alacriti has a right superior to the rights of any of Client’s other creditors to seize or withhold funds owed for Transactions processed through the Subscription Services, and to debit or withdraw funds from any bank account associated with Client’s Subscription Services account (including the Settlement Account and Client-Funding Account). Upon Alacriti’s request, Client will execute and deliver any documents and pay any associated fees Alacriti considers necessary to create, perfect, and maintain a security interest in such funds (such as the filing of a form UCC-1).

(k) Client acknowledges that Alacriti may also charge Customers fees in order to use the Subscription Services. Alacriti is responsible for disclosing any such fees to the Customer.

(l) Client will maintain books and records relating to its compliance with the Agreement and Applicable Law (“Records”), during the Term and for a period of six (6) years after. Client shall ensure that its Records contain all Transaction Data processed through the Subscription Services. Client agrees to allow Alacriti (or Alacriti’s designee) reasonable access to Client’s facilities and Records, and will use commercially reasonable efforts to obtain for Alacriti the right of access for such Records which are not in Client’s possession, as the case may be, as is reasonably necessary for Alacriti to audit Client’s compliance with Applicable Law and the Agreement. Except where Alacriti or its designee discovered a deficiency or violation during an immediately preceding audit or have a reasonable and good faith belief of a material change to Client’s business or operations, Alacriti may not perform an audit of Client more than once in any calendar year. If any audit results in a conclusion that Client is not in compliance with Applicable Law or the Agreement, or results in the identification of any control deficiency or other error or deficiency that could reasonably be expected to have an adverse impact on the Subscription Services then Client shall take immediate steps consistent with reasonable commercial practices to correct the noncompliance, error or deficiency.

4. Terms Applicable to Chatbot (Ella).

(a) At Client’s option, the Subscription Services may also include a chatbot which: (i) facilitates communication between Client and Customers; (ii) enables bill payment for Customers that have a valid payment method saved within the Subscription Services; and (iii) includes other features and functionality as may be made available by Alacriti from time-to-time (“Chatbot”).

(b) Alacriti, in its sole discretion, will support the Chatbot on a variety of third-party platforms, such as Facebook Messenger, Google Home, and Amazon Echo (the “Platforms”). Client acknowledges that Alacriti’s ability to provide the Chatbot to Client on a given Platform is subject to: (i) the Platform making available the APIs and other tools necessary for Alacriti to provide the Chatbot; (ii) the Platform’s terms and conditions; and (iii) Client maintaining an account on that Platform. A Customer’s ability to use the Chatbot on a given Platform is subject to that Customer maintaining an account on that Platform.

(c) Client shall:

(i) Ensure that the “Terms of Service” (or similar agreement) displayed to Customers as part of the account-pairing process for the Chatbot contains at least, and is not inconsistent with, the minimum terms and conditions specified in clause (d) below;

(ii) Not use the Chatbot to facilitate direct conversations between Customers and healthcare providers, or to send or collect any personal health information;

(iii) Not use the Chatbot to send or collect any payment card data, bank account information, or similar sensitive information of Customers;

(iv) Not make any customizations or other modifications to the Chatbot’s scripts or intents that would encourage or induce a Customer to disclose personal health information, payment card data, bank account information, or other sensitive information through the Chatbot; and

(v) Not use any data or other information obtained or derived from a Customer’s use of the Chatbot in a way that violates: (A) any Applicable Law; or (B) the applicable Platform’s terms and conditions.

(d) Chatbot Minimum Terms and Conditions:

(i) Acknowledgement. Client and Customer must acknowledge that the terms and conditions pertaining to the Chatbot (the “Chatbot Terms”) are agreed to by and between Client and Customer only, and not with Alacriti Payments, LLC.

(ii) Chatbot Interaction. The Chatbot Terms must include the following with respect to Customer’s interaction with the Chatbot:

(A) Customer must be informed that the Chatbot is not intended to have conversations with Customer about sensitive topics, like Customer’s personal health information, payment card information, or bank account information (collectively, “Sensitive Information”). Customer should be explicitly instructed not to communicate with the Chatbot about any Sensitive Information. Client shall explicitly disclaim all liability relating to the Chatbot on behalf of itself and its vendors, including, without limitation, liability arising from Customer providing or attempting to provide Sensitive Information to the Chatbot.

(B) Client may commit to using commercially reasonable efforts to provide bill due alerts and notifications directly through the Platform(s), and allowing Customer to use the Chatbot to make payments using the Platforms. However, Client shall explicitly disclaim all liabilities regarding making payments via the Chatbot, and Client shall advise Customer to check Customer’s account statements or contact Client directly if Customer has any questions concerning Customer’s payments. Client shall not make any warranties or other promises about the Chatbot, or any commitments about the specific functions of the Chatbot, or their reliability, availability, or ability to meet Customer’s needs.

(iii) Third-Party Terms. The Chatbot Terms must require the Customer to acknowledge that by using the Chatbot, Customer also agrees to, and shall use the Chatbot in accordance with, applicable law, the Google API Terms of Service, and the Platform’s terms and conditions. The Chatbot Terms must obtain the Customer’s consent for Client, Alacriti Payments, LLC, Alphabet, Inc., and the applicable Platform to collect and use information relating to the Customer’s use of the Chatbot as set forth in each of their respective privacy policies.

(iv) Third-Party Beneficiary. The Chatbot Terms must require Customer to agree that Alacriti Payments, LLC is a third-party beneficiary of the Chatbot Terms, and that Alacriti Payments, LLC will have the right to enforce the Chatbot Terms against Customer as a third-party beneficiary.

(v) Binding Arbitration and Class Action Waiver. The Chatbot Terms must include a binding arbitration provision for any and all Disputes (as defined below), which provision is no less stringent than the following:

(A) Scope. Any and all Disputes arising out of or related to the Chatbot will be resolved through individual arbitration, excluding any action by Client or Client’s vendors to enjoin the infringement or misuse of such party’s intellectual property rights. The term “Dispute” means any claim or controversy related to the Chatbot, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before the Chatbot Terms or any prior agreement; (3) claims that arise after the expiration or termination of the Chatbot Terms; and (4) claims that are currently the subject of purported class action litigation in which the Customer is not a member of a certified class.

(B) Waiver of Class Actions and Collective Relief. The Chatbot Terms must provide that Customer will have no right for any claims to be arbitrated or litigated on a class action, joint or consolidated basis, or on bases involving claims brought in a purported representative capacity on behalf of the general public (such as a private attorney general), other subscribers, or other persons. The Chatbot Terms must provide that the arbitrator may award relief only in favor of the individual Customer seeking relief and only to the extent necessary to provide relief warranted by that individual Customer’s claim; the arbitrator may not consolidate more than one Customer’s claims, and may not otherwise preside over any form of a representative or class proceeding.

(vi) Severability and Waiver of Jury Trial. The Chatbot Terms must provide that if the class action waiver and collective relief provision of the arbitration provision is illegal or unenforceable, then the entire arbitration provision will be unenforceable and the dispute will be decided by a court. The arbitration provision must further provide that in any event, whether in court or in arbitration, Client and Customer agree to waive the right to a trial by jury to the fullest extent allowed by law. However, if any other clause in the arbitration provision is found to be illegal or unenforceable, the Chatbot Terms must provide that such clause will be severed from the arbitration provision and the remainder of the arbitration provision given full force and effect.

(vii) Continuation. The Chatbot Terms must provide that the arbitration provision will survive the termination or expiration of the Chatbot Terms.

5. Terms Applicable to Bank Account Validation.

(a) Information made available to Client through the “Bank Account Validation” Subscription Service, is referred to as “Validation Data.”

(b) Client shall ensure that its use of Validation Data complies with, as applicable, and as a reseller, if applicable, shall cause its Customers to comply with: (i) the Fair Credit Reporting Act, 15 U.S.C. § 1681 et. seq. (“FCRA”), as amended by the Fair and Accurate Credit Transactions Act of 2003 (“FACTA”); (ii) the Americans with Disabilities Act (“ADA”) and other applicable equal opportunity laws; (iii) the Gramm-Leach-Bliley Act of 1999, 15 U.S.C. § 6801 et. seq. (“GLBA”) (iv) the Driver’s Privacy Protection Act of 1994, 18 U.S.C. § 2721(b)(3) (“DPPA”); (v) the laws of the applicable state issuing Motor Vehicle Records (“MVR”); (vi) the Equal Credit Opportunity Act (“ECOA”); (vii) the Truth In Lending Act (“TILA”); and (viii) all other applicable local, state and federal laws regarding Validation Data, as well as the permissions and limitations of the applicable Validation Data provider (as identified by Alacriti).

(c) Client shall ensure that, as applicable, and as a reseller, if applicable, shall cause its Customers to ensure: (i) it has a specific “permissible purpose” as defined in the FCRA or “permitted use” under the GLBA for which the consumer credit or other Validation Data is requested and that such will be used for no other purpose or use, (tendering this “permissible purpose” or “permitted use” in such form or manner as reasonably requested by Alacriti); (ii) it secures consumer credit and other Validation Data on individuals solely for its own internal one-time use in accordance with this Agreement, and for such other “permissible purpose” related to a business transaction as is defined by the FCRA or “permitted use” under the GLBA; (iii) notify Alacriti promptly if the reason or need for the Validation Data becomes different than originally claimed, for which a signed written amendment to the Agreement is required, provided that the new use consists of a “permissible purpose” as defined in the FCRA or a “permitted use” under the GLBA; (iv) and it does not resell, distribute, sublicense, compile, create derivative works of, or revise Validation Information.

(d) Client acknowledges, and as a reseller, if applicable, shall cause its Customers to acknowledge receipt of the “Notice to Users of Consumer Reports: Obligations of Users Under the FCRA” as required by the FCRA, which can be viewed and printed here: https://www.microbilt.com/Cms_Data/Contents/MicroBilt/Media/Docs/Appendix%20N.pdf.

(e) Client agrees that it shall, and if applicable cause its Customers to: (i) document the legal basis for requesting Validation Data, such as a “permissible purpose” or “permitted use,” and obtain in advance and retain on file appropriate application, release, consent and/or authorization forms (“Forms”) from any credit applicant, job applicant or other individual on whom Validation Data is sought; (ii) disclose to such individual(s) as and when required by Applicable Law that credit and/or other Validation Data (including investigative credit report Information, if applicable) will be sought on such individual(s); and (iii) it will provide consumer(s) with answers about their own credit report or when credit is denied, terminated or changed or when an application is declined, based in whole or in part on Validation Data, resulting in “adverse action” as defined in FCRA, with MicroBilt’s name (“MicroBilt Corporation”), address (“1640 Airport Rd. Suite 115 Kennesaw, GA 30144”) and toll free phone number (“800-884-4747”) (and not that of Alacriti or any other third party, unless required by Applicable Law).

(f) Client shall retain Forms for five (5) years in all cases where credit is extended or an application approved and in any case where credit is declined or an application declined, and shall make available such Forms to Alacriti upon reasonable notice.

(g) Client shall take all reasonable precautions to ensure that Validation Data on individuals (including scores) will be disclosed internally only to those of its employees whose duties reasonably relate to the legitimate business purpose for which the data was requested.

(h) Client acknowledges that access to Validation Data may be suspended or terminated as required by Microbilt or the applicable licensor of Validation Data to Microbilt.

6. Terms Applicable to Card Account Updater.

(a) Client represents to Alacriti that it (and if Client is a reseller, then Client represents to Alacriti that Client’s Customers each):

(i) Have a legitimate business need to receive updated cardholder account information (for example, a subscription or membership services involving recurring payments);

(ii) Are not in a high-risk category as determined by VISA, MasterCard, American Express, or Discover; and

(iii) Are approved by VISA, MasterCard, American Express, or Discover (as applicable).

(b) Client acknowledges that requests for updates to cardholder information are improper if it, or if Client is a reseller, Client’s Customer, does not have an on-going, active relationship with the cardholders whose accounts are the subject of update requests. Accordingly, Client will, or if Client is a reseller, Client will ensure that Client’s Customers, update each consumer’s “status” within the Subscription Services as needed to accurately reflect when such consumer ceases to have an on-going, active relationship with Client or such Customer (as applicable).

(c) Alacriti is not responsible for any inaccuracy or incompleteness in: (i) any information accessed or used in connection with the account updater programs or the Service; or (ii) the updated information that VISA, MasterCard, American Express, and/or Discover return to Alacriti.

7. Terms Applicable to Fraud Scoring.

(a) The fraud scoring features of the Subscription Services, together with all risk scores and other data made available through such features, are collectively “Fraud Scoring Materials.” Client shall not, and shall ensure that its Customers (if applicable) do not: (i) publish, resell, re-license, or transmit the Fraud Scoring Materials; (ii) cache or store the Fraud Scoring Materials; (iii) use the Fraud Scoring Materials for individuals residing outside of the territory set forth in the applicable Order; (iv) remove the copyright notice or permission notice from the Fraud Scoring Materials; (v) use the Fraud Scoring Materials for any purpose except its internal business purposes; (vi) copy or post any Fraud Scoring Materials on any third party networked computer or publish the Fraud Scoring Materials in any medium; (vii) modify the Fraud Scoring Materials; (viii) use the Fraud Scoring Materials outside of the transaction pursuant to which they were obtained and then only for regulatory, compliance, or similar purposes; (ix) use the Fraud Scoring Materials for any unlawful purpose or in furtherance of any unlawful purpose, or any purpose that does not comply with the acceptable uses, as identified in the Acceptable Use Application Form completed by Client and provided to Alacriti; (x) use the Fraud Scoring Materials in any way that violates any applicable United States and International laws, including any of the following (to the extent they apply): (A) the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq. (“FCRA”); (B) the Gramm Leach Bliley Act, 15 U.S.C. § 6801, et seq., (C) the Driver’s Privacy Protection Act, 18 U.S.C. § 2721, et seq. and similar and/or associated state laws and regulations governing the use and disclosure of drivers’ license information; (D) the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq., including any amendments and any implementing regulations thereto (“CCPA”); or (E) any other statute, regulation, rule or other governmental mandate that governs the use of the Fraud Scoring Materials; (xi) use the Fraud Scoring Materials for any purposes enumerated in the FCRA in lieu of obtaining a “Consumer Report” (as such term is defined in the FCRA); (xii) use the Fraud Scoring Materials for the purpose of serving as a factor in: (A) establishing an individual’s creditworthiness or eligibility for credit or insurance or assessing risks associated with existing credit obligations; (B) evaluating an individual for employment purposes; (C) determining an individual’s eligibility for a license or other benefit that depends on an applicant’s financial responsibility or status; or (E) for any other purpose under the FCRA or any similar law or regulatory requirement; (xiii) use the Fraud Scoring Materials in the preparation of a Consumer Report; (xiv) take any adverse action, which is based in whole or in part on the Fraud Scoring Materials, against any consumer (the terms “adverse action” and “consumer” shall have the same respective meaning s as those terms are defined in the FCRA); (xv) use the Fraud Scoring Materials in a way that: (A) violates, misappropriates or impairs any Alacriti or third party rights, including but not limited to property, intellectual property, privacy, publicity and treatment of personal information; (B) is abusive, deceptive, defamatory, offensive or obscene; (C) permits or seeks to permit the unauthorized use, disclosure or access of/to the Fraud Scoring Materials, including but not limited to (except as expressly permitted by applicable law or contract): data mining, copying, storing, transmitting, assigning, (re)selling, (sub)licensing, distributing, displaying, publishing, benchmarking, scanning, monitoring, mirroring, framing, embedding, scraping, linking, modifying, translating, combining, creating derivative works, disassembling, decompiling, and reverse engineering; (D) violates contractual usage restrictions or circumvents any monitoring, reporting or authentication mechanisms; or (E) has the goal or effect of: (1) circumventing, breaching, probing or compromising any privacy or security measures; (2) gaining unauthorized access to any information, services or systems (including but not limited to phishing, pharming or spoofing); or (3) disrupting the integrity, availability or operation of any information, services or systems (e.g. DoS, DDoS). The Fraud Scoring Materials are not provided or processed through a consumer-reporting agency as defined by the FCRA or any similar law or regulatory requirement; (xvi) use the Fraud Scoring Materials for marketing purposes or resell or broker the Fraud Scoring Materials to any third party; (xvii) use the Fraud Scoring Materials for personal (non-business) purposes; (xviii) use the Fraud Scoring Materials to provide data processing services to third-parties or evaluate the data of or for third-parties; (xix) access the Fraud Scoring Materials from Internet Protocol addresses located outside of the United States; or (xx) use the Fraud Scoring Materials to create a competing product.

(b) Client accepts the Fraud Scoring Materials “AS IS.” Client acknowledges and agrees that Alacriti obtains Fraud Scoring Materials from third-party sources, which may or may not be completely thorough and accurate, and that Client shall not rely on Alacriti for the accuracy or completeness of the Fraud Scoring Materials. Without limiting the foregoing, the criminal record data that may be provided as part of the Fraud Scoring Materials may include records that have been expunged, sealed, or otherwise have become inaccessible to the public since the date on which the data was last updated or collected. Client understands that it may be restricted from accessing certain Fraud Scoring Materials which may be otherwise available. Alacriti reserves the right to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of, the Fraud Scoring Materials. While the Fraud Scoring Materials may be used to assist Client in its compliance with applicable laws and regulations, Client acknowledges and agrees that it is solely responsible for its own legal and regulatory compliance obligations. Without limiting the generality of the foregoing sentence, if Client is a regulated entity subject to the provisions of the U.S. Bank Secrecy Act and implementing regulations, including associated AML requirements, Client shall be solely responsible for its compliance with these laws and regulations and associated regulatory requirements.

(c) Client represents and warrants that neither Client, Customers, not any of its or their shareholders, directors, officers or other principals is a citizen of, entity that is formed in, or has its principal place of business in, a country which is subject to any embargo, prohibition, or similar sanction under applicable laws, or is an individual who is identified on the Specially Designated Nationals or Blocked Persons list provided by the U.S. Treasury Department (the “SDN List”). Client represents and warrants that neither Client nor Customers, nor any of its or their shareholders, directors, officers, agents, employees, or other persons associated with or acting on its behalf: (i) have received or will receive any unlawful contribution, gift, entertainment, or other payment from the other in connection with the provision or receipt of services hereunder; (ii) is a governmental entity; or (iii) is in violation of, or will violate any applicable anti- corruption or anti-bribery laws, rules, or regulations in connection with the provision or receipt of any services hereunder. Client represents and warrants that it will access and use the Fraud Scoring Materials only within the United States of America. Client acknowledges Alacriti’s right to suspend, cancel, or otherwise terminate access to or use of the Fraud Scoring Materials at any time. If Client or any of its Customers conduct, manage or provide any services in connection with gaming/gambling/lotteries, alcohol, tobacco, cannabis or pharmaceuticals (collectively, “Regulated Industries”), Client warrants, and shall ensure its applicable Customers warrants, that it does so in accordance with all Applicable Laws and that it has obtained all necessary licenses, registrations, certifications and consents.

(d) Client agrees as a condition to using the Fraud Scoring Materials that it will provide feedback data on historic transactions (i.e., transactions that were analyzed by the Fraud Scoring Materials after the Effective Date) as required by Alacriti. Examples of feedback data include but are not limited to labels on the outcomes of transactions or other similar information, such as “confirmed good identity”, “confirmed third party fraud” , “fake ID” , “identity fraud decline”). In addition, Client will integrate with the Alacriti-provided feedback API, or at a minimum provide monthly files to Alacriti via SFTP, in accordance with Alacriti’s requirements. In addition, if requested by Alacriti, Client shall integrate its mobile applications with the data-collection SDK provided by Alacriti, in accordance with Alacriti’s requirements. This SDK will enable collection of device risk data. Client shall maintain proper integration with the latest version of each applicable component of the Fraud Scoring Materials (e.g., Sigma models, APIs, SDKs) promptly following Alacriti making them generally available and giving Client written notice thereof (email sufficing).

(e) Prior to accessing the Fraud Scoring Materials, Client shall fully complete and return to Alacriti, an Acceptable Use Application Form as provided by Alacriti. Alacriti reserves the right to reject the application without reason or for any reason whatsoever, without recourse against Alacriti or any of its employees, officers, directors, agents, affiliates, or other designees. Client authorizes Alacriti to independently verify the information provided and perform research about the individuals and/or companies identified herein, including via credit header data and public records.

(f) Alacriti and the other third parties who assist Alacriti in providing the Fraud Scoring Materials, may process and use any information provided by Client or Customers in connection with the Fraud Scoring Materials (“Fraud Scoring Information”), for Alacriti’s and their business purposes. Client hereby grants, and shall ensure that each Customer shall grant, to Alacriti a non-exclusive, sublicensable, license to use, copy, store, transmit and display Fraud Scoring Information as provided above. Client shall obtain, and shall ensure each Customer obtains, all necessary consents and approvals required pursuant to Applicable Laws, including: (i) the transfer of Fraud Scoring Information to Alacriti and such other third parties; (ii) the use of such Fraud Scoring Information by Alacriti and such third parties; and (iii) the access by Alacriti or such third parties to Customer Proprietary Network Information (“CPNI” as such term is defined in the Telecommunications Act).

(g) Alacriti, upon reasonable advance notice to Client (which will be at least 30 days), at Alacriti’s sole cost and expense, shall have the rights to engage a third-party auditor whom is a nationally-recognized accounting firm and subject to a non-disclosure or similar agreement with Client, to audit and inspect Client’s books and records that are necessary to verify Client’s compliance with this Section 7, including, without limitation, compliance with all Applicable Laws, but no more frequently than once during a twelve (12) month period. Client agrees to cooperate reasonably with respect to any and all audits and to respond to such audit inquiry within fifteen (15) business days, unless an expedited response is required as requested in writing by a regulator. If any audit results in Alacriti being notified that Client is not in compliance with a legal requirement or any of Client’s obligations to Alacriti, Alacriti, in its sole discretion, may: (i) require Client to take appropriate action to remedy the noncompliance and provide Alacriti with evidence of the steps taken to rectify the audit finding; (ii) have the right to terminate the applicable Order.

(h) As part of the Fraud Scoring Materials Alacriti may provide Client with access to sample code (“Sample Code”) or software development kit consisting of documentation (“Documentation”), redistributable libraries (“Libraries”), and any upgrades, modified versions, additions, and improvements therefor, if any (collectively, the “SDK”) designed to enable software developers to integrate the Fraud Scoring Materials into Client’s own branded applications and/or website (“Applications”). With respect to the SDK:

(i) Subject to compliance with all the terms and conditions set forth in the Agreement, solely during the term of the applicable Order and in connection with Client’s and its Customers’ use of the Fraud Scoring Materials, Alacriti grants Client the following limited, non-exclusive, non-transferable, non-sublicensable, revocable licenses to: (A) use, and (where applicable) authorize its employees to use, and create a reasonable number of copies of, the Documentation internally solely in connection with modifying Client’s own branded Applications to incorporate functionalities provided by the Fraud Scoring Materials; (B) incorporate unmodified Libraries into Applications, solely for the purpose of enabling interoperability with the Fraud Scoring Materials, solely in accordance with all applicable Documentation; and (C) use, copy, modify, and redistribute the Sample Code pursuant to the applicable third-party license, as identified in the headers or associated Documentation, solely for the purpose of enabling interoperability with the Fraud Scoring Materials.

(ii) The SDK is owned by Alacriti or its third-party licensors and is licensed, not sold, to Client, solely as part of the Fraud Scoring Materials. Except as expressly provided above, the foregoing license does not include any right to: (A) redistribute, sell, lease, license, publicly display or modify, make any derivative works to, any portion of the SDK; (B) use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable Documentation. Except if, and solely to the extent that, such a restriction is impermissible under Applicable Law or applicable Third Party Software (defined below) license terms, Client may not: (Y) decompile, reverse engineer, or otherwise access or attempt to access the source code for the SDK not made available to Client in source code form, or make or attempt to make any modification to the SDK; or (z) remove, obscure, interfere with or circumvent any feature of the SDK, including without limitation any copyright or other intellectual property notices, security, or access control mechanism. Client may not use the SDK for any purpose other than integrating with the Fraud Scoring Materials in a manner consistent with the Documentation. If Client is prohibited under Applicable Law from using the SDK or the Fraud Scoring Materials associated with them, Client may not use them, and Client will comply with all Applicable Laws and regulations (including without limitation laws and regulations related to consumer privacy and export controls) in connection with Client’s use of the SDK.

(iii) The SDK consists of a package of components, including certain third-party software (“Third Party Software”) that are provided by their authors under separate license terms (the “Third Party Terms”), as described in more detail in the SDK.

(iv) The SDK (including as embedded in or utilized by any Application) is the confidential and proprietary information of Alacriti and its licensors and subject to the confidentiality obligations set forth in the Agreement. Client shall take all reasonable precautions to prevent unauthorized persons from obtaining access to or use of the SDK and shall notify Client becomes aware.

(v) Client acknowledges that any consumer information collected by Alacriti and the third parties that assist with the Fraud Scoring Materials, in connection with the Document Verification and Device Risk features, including without limitation device ID, and device and interaction data, is: (A) processed on the basis of the legitimate interests of Alacriti and Client under Applicable Law; (B) collected by consumer’s devices and transferred directly to Alacriti and/or its third party vendors; (C) processed by Alacriti and/or its vendors for the purposes set forth in the Agreement, including but not limited to the purposes Alacriti deems necessary, appropriate or customary to perform the services, and to operate the business of which the services are a part; and (D) retained by Alacriti and/or its vendors after consumers terminate their accounts with Client. Client shall ensure its privacy disclosures, including but not limited to website and mobile app privacy policies, accurately reflect and disclose the collection of such personal information, including facial images/biometrics and identity documents via the Fraud Scoring Materials, and Alacriti’s and/or its vendors’ processing of such consumer information as set forth herein; and shall obtain all consents (including express and/or affirmative consents as appropriate) which are or may be required by Applicable Laws and shall comply with all requirements of such Applicable Laws (including any consumer notification requirements) necessary. Client will notify Alacriti of any requests by consumers relating to Alacriti’s and/or its vendors’ processing of consumers’ information, including requests by consumers to access information or opt out. Neither Client nor its Customers will claim to consumers that they respond to Do Not Track signals.(i) Some of the information contained in the Fraud Scoring Materials is “nonpublic personal information,” as defined in the Gramm-Leach-Bliley Act (15 U.S.C. § 6801, et seq.) and related state laws, (collectively, the “GLBA”), and is regulated by the GLBA (“GLBA Data”). Client shall not obtain and/or use GLBA Data through the Fraud Scoring Materials, in any manner that would violate the GLBA, or any similar state or local laws, regulations and rules. Client acknowledges and agrees that it may be required to certify its permissible use of GLBA Data falling within an exception set forth in the GLBA at the time it requests information in connection with certain Fraud Scoring Materials and will recertify upon request by Alacriti. Client certifies with respect to GLBA Data received through the Fraud Scoring Materials that it complies with the Interagency Standards for Safeguarding Customer Information issued pursuant to the GLBA.

(j) Some of the information contained in the Fraud Scoring Materials is “personal information,” as defined in the Drivers Privacy Protection Act (18 U.S.C. § 2721, et seq.) and related state laws, (collectively, the “DPPA”), and is regulated by the DPPA (“DPPA Data”). Client shall not obtain and/or use DPPA Data through the Fraud Scoring Materials in any manner that would violate the DPPA. Fraud Scoring Materials acknowledges and agrees that it may be required to certify its permissible use of DPPA Data at the time it requests information in connection with certain Fraud Scoring Materials and will recertify upon request by Alacriti.

(k) Alacriti may in its sole discretion permit Client to access full social security numbers (nine (9) digits) and driver’s license numbers (collectively, “QA Data”). If Client is authorized by Alacriti to receive QA Data, and Client obtains QA Data through the Fraud Scoring Materials, Client certifies it will not use the QA Data for any purpose other than as expressly authorized by Alacriti policies, the terms and conditions herein, and applicable laws and regulations. In addition to the restrictions on distribution otherwise set forth in below, Client agrees that it will not permit QA Data obtained through the Fraud Scoring Materials to be used by an employee or contractor that has not been pre-approved by Alacriti and for a purpose that was pre-approved by Alacriti. Client agrees it will certify, in writing, its uses for QA Data and recertify upon request by Alacriti. Client may not, to the extent permitted by the terms of this Agreement, transfer QA Data via email or ftp without Alacriti’s prior written consent. However, Client shall be permitted to transfer such information so long as: (i) a secured method (for example, sftp) is used; (ii) transfer is not to any third party; and (iii) such transfer is limited to such use as permitted under this Agreement. Alacriti may at any time and for any or no reason cease to provide or limit the provision of QA Data to Client.

(l) The Fraud Scoring Materials provided pursuant to this Agreement are not provided by “consumer reporting agencies,” as that term is defined in the Fair Credit Reporting Act, (15 U.S.C. §1681, et seq.), (the “FCRA”), and do not constitute “consumer reports” as that term is defined in the FCRA. Accordingly, the Fraud Scoring Materials may not be used in whole or in part as a factor in determining eligibility for credit, insurance, employment or another purpose in connection with which a consumer report may be used under the FCRA or any similar law or regulatory requirement. Further, (i) Client certifies that it will not use any of the information it receives through the Fraud Scoring Materials to determine, in whole or in part an individual’s eligibility for any of the following products, services or transactions: (A) credit or insurance to be used primarily for personal, family or household purposes; (B) employment purposes; (C) a license or other benefit granted by a government agency; or (D) any other product, service or transaction in connection with which a consumer report may be used under the FCRA or any similar statute, including without limitation apartment rental, check-cashing, or the opening of a deposit or transaction account; (ii) by way of clarification, without limiting the foregoing, Client may use, except as otherwise prohibited or limited by this Agreement, information received through the Fraud Scoring Materials for the following purposes: (A) to verify or authenticate an individual’s identity; (B) to prevent or detect fraud or other unlawful activity; (C) to locate an individual; (D) to review the status of a legal proceeding; (E) to collect a debt, provided that such debt collection does not constitute in whole or in part, a determination of an individual consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes; or (F) to determine whether to buy or sell consumer debt or a portfolio of consumer debt in a commercial secondary market transaction, provided that such determination does not constitute in whole or in part, a determination of an individual consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes; (iii) specifically, if Client is using the Fraud Scoring Materials in connection with collection of a consumer debt on its own behalf, or on behalf of a third party, Client shall not use the Fraud Scoring Materials: (A) to revoke consumer credit; (B) to accelerate, set or change repayment terms; or (C) for the purpose of determining a consumer’s eligibility for any repayment plan; provided, however, that Client may, consistent with the certification and limitations set forth in this section, use the Fraud Scoring Materials for identifying, locating, or contacting a consumer in connection with the collection of a consumer’s debt or for prioritizing collection activities; and (iv) Client shall not use any of the information it receives through the Fraud Scoring Materials to take any “adverse action,” as that term is defined in the FCRA or any similar law or regulatory requirement.

(m) If Client is permitted to access Motor Vehicle Records (“MVR Data”) from Alacriti, without in any way limiting Client’s obligations to comply with all state and federal laws governing use of MVR Data, the following specific restrictions apply and are subject to change: Client shall not use any MVR Data provided by Alacriti, or portions of information contained therein, to create or update a file that Client uses to develop its own source of driving history information. As requested by Alacriti, Client shall complete any state forms that Alacriti and/or its vendors are legally or contractually bound to obtain from Client before providing Client with MVR Data. Alacriti (and certain third-party vendors) may conduct reasonable and periodic audits of Client’s use of MVR Data. Further, in response to any audit, Client must be able to substantiate the reason for each MVR Data order.

(n) For uses of GLB Data, DPPA Data and MVR Data, Client shall maintain for a period of five (5) years a complete and accurate record (including consumer identity, purpose and, if applicable, consumer authorization) pertaining to every access to such data. Client agrees and acknowledges that Alacriti and/or its vendors may retain any data submitted by Client as necessary for business, legal, regulatory and compliance purposes for a period of at least seven (7) years.

(o) Client acknowledges that the information available through the Fraud Scoring Materials may include personally identifiable information and it is Client’s obligation to keep all such accessed information confidential and secure. Accordingly, Client shall: (i) restrict access to Fraud Scoring Materials to those employees who have a need to know as part of their official duties; (ii) ensure that none of its employees shall: (A) obtain and/or use any information from the Fraud Scoring Materials for personal reasons; or (B) transfer any information received through the Fraud Scoring Materials to any party except as permitted hereunder; (iii) keep all user identification numbers, and related passwords, or other security measures (collectively, “User IDs”) confidential and prohibit the sharing of User IDs; (iv) immediately deactivate the User ID of any employee who no longer has a need to know, or for terminated employees on or prior to the date of termination; (v) in addition to any other obligations, take all commercially reasonable measures to prevent unauthorized access to, or use of, the Fraud Scoring Materials or data received therefrom, whether the same is in electronic form or hard copy, by any person or entity; (vi) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through Fraud Scoring Materials as it is being disposed; (vii) unless otherwise required by law, purge all information received through the Fraud Scoring Materials and stored electronically or on hard copy by Client within ninety (90) days of initial receipt; (viii) be capable of receiving the Fraud Scoring Materials where the same are provided utilizing “secure socket layer,” or such other means of secure transmission as is deemed reasonable by Alacriti; (ix) not access and/or use the Fraud Scoring Materials via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by Alacriti; and (x) take all reasonable steps to protect their networks and computer environments, or those used to access the Fraud Scoring Materials, from compromise. Client agrees that on at least a quarterly basis it will review searches performed by its User IDs to ensure that such searches were performed for a legitimate business purpose and in compliance with all terms and conditions herein. Client will implement policies and procedures to prevent unauthorized use of User IDs and the Fraud Scoring Materials and will immediately notify Alacriti, in writing to Alacriti, if Client suspects, has reason to believe or confirms that a User ID or the Fraud Scoring Materials (or data derived directly or indirectly therefrom) is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any purpose other than legitimate business reasons. Client shall remain solely liable for all costs associated therewith and shall further reimburse Alacriti for any expenses it incurs due to Client’s failure to prevent such impermissible use or access of User IDs and/or the Fraud Scoring Materials, or any actions required as a result thereof. Furthermore, in the event that the Fraud Scoring Materials provided to the Client include personally identifiable information (including, but not limited to, social security numbers, driver’s license numbers or dates of birth), the following shall apply: Client acknowledges that, upon unauthorized acquisition or access of or to such personally identifiable information, including but not limited to that which is due to use by an unauthorized person or due to unauthorized use (a "Security Event"), Client shall, in compliance with law, notify the individuals whose information was potentially accessed or acquired that a Security Event has occurred, and shall also notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required in Alacriti’s reasonable discretion. Client agrees that such notification shall not reference Alacriti or the product through which the data was provided, nor shall Alacriti be otherwise identified or referenced in connection with the Security Event, without Alacriti’s express written consent. Client shall be solely responsible for any other legal or regulatory obligations which may arise under applicable law in connection with such a Security Event and shall bear all costs associated with complying with legal and regulatory obligations in connection therewith. Client shall remain solely liable for claims that may arise from a Security Event, including, but not limited to, costs for litigation (including attorneys’ fees), and reimbursement sought by individuals, including but not limited to, costs for credit monitoring or allegations of loss in connection with the Security Event. In the event of a Security Event, Alacriti may, in its sole discretion, take immediate action, including suspension or termination of Client’s account, without further obligation or liability of any kind.

(p) Notwithstanding anything to the contrary, Alacriti and/or its vendors may use Client search inquiry data used to access the Fraud Scoring Materials (in the past or future) for any business purpose consistent with applicable federal, state and local laws, rules and regulations.

(q) Client understands and agrees that, in order to ensure compliance with the FCRA, GLBA, DPPA, other similar state or federal laws, regulations or rules, regulatory agency requirements, this Agreement, and Alacriti’s obligations under its contracts with its data providers and Alacriti’s internal policies, Alacriti may conduct periodic reviews of Client’s use of the Fraud Scoring Materials and may, upon reasonable notice, audit Client’s records, processes and procedures related to Client’s use, storage and disposal of Fraud Scoring Materials and information received therefrom. Client agrees to cooperate fully and promptly with any and all audits. Violations discovered in any review and/or audit by Alacriti will be subject to immediate action including, but not limited to, suspension or termination of the license to use the Fraud Scoring Materials, reactivation fees, legal action, and/or referral to federal or state regulatory agencies.

(r) Neither Alacriti, nor its affiliates, nor any third-party data provider (for purposes of indemnification, warranties, and limitations on liability with respect to the Fraud Scoring Materials, Alacriti, its affiliates, and third-party data providers are hereby collectively referred to as “Alacriti”) shall be liable to Client (or to any person claiming through Client to whom Client may have provided data from the Fraud Scoring Materials) for any loss or injury arising out of or caused in whole or in part by Alacriti’s acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the Fraud Scoring Materials. If, notwithstanding the foregoing, liability can be imposed on Alacriti, then Client agrees that Alacriti’s aggregate liability for any and all losses or injuries arising out of any act or omission of Alacriti in connection with anything to be done or furnished under this Agreement, regardless of the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall not exceed the amounts paid by Client to Alacriti for the Fraud Scoring Materials in the twelve months immediately preceding the event giving rise to the cause of action. Alacriti does not make and hereby disclaims any warranty, express or implied with respect to the Fraud Scoring Materials. Alacriti does not guarantee or warrant the correctness, completeness, merchantability, or fitness for a particular purpose of the Fraud Scoring Materials or information provided therein. In no event shall Alacriti be liable for any indirect, incidental, or consequential damages, however arising, incurred by Client from receipt or use of information delivered hereunder or the unavailability thereof. Due to the nature of public record information, the public records and commercially available data sources used in Fraud Scoring Materials may contain errors. Fraud Scoring Materials are sometimes reported or entered inaccurately, processed poorly or incorrectly, and is generally not free from defect. Fraud Scoring Materials are not the source of data, nor are they a comprehensive compilation of the data. Before relying on any data, it should be independently verified.

(s) Without limiting Client’s obligations in the Agreement, Client hereby agrees to protect, indemnify, defend, and hold harmless Alacriti from and against any and all costs, damages, losses, and liabilities (including attorneys' fees and costs) arising from or in any way related to third party claims or demands against Alacriti resulting from: (i) use of information received by Client (or any third party receiving such information from or through Client) furnished by or through Alacriti; and (ii) any Security Event.