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Platform Integration Terms & Conditions

The Platform Integration Terms and Conditions, together with the Order Form (collectively, the “Agreement”), is by and between Moov Financial, Inc., a Delaware corporation ("Moov"), and you or the Person on whose behalf you are accepting the Agreement ("Company"), and is effective as of the effective date set forth in the Order Form (the “Effective Date”). Unless otherwise defined in the Agreement, capitalized terms used in the Agreement have the meanings set forth in Section 18. The parties, intending to be legally bound, hereby agree as follows:

1. General Overview.

1.1. Overview of the 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 and the Agreement (the Moov Platform, together with the related services, collectively, the “Moov Services”).

1.2. Scope of the Agreement. The Agreement sets forth the terms and conditions applicable to Company’s integration of the Moov Services into the Company Platform and making available the Moov Services through the Company Platform. To the extent Company accesses and uses the Moov Services to initiate or receive funds transfers or payments on its own behalf, Company’s access to and use of the Moov Services will be subject to the terms and conditions of the Moov Platform Agreement and Company agrees to comply with the terms and conditions of the Moov Platform Agreement in connection with its access to and use of the Moov Services on its own behalf.

1.3. FI Partners. In order to provide or otherwise make available certain of the Moov Services, Moov may establish and rely on relationships with FI Partners and such FI Partners may establish certain requirements, standards, guidelines, and other expectations that apply to the Moov Services, as the same may be modified, supplemented, or replaced from time to time (collectively, “FI Partner Guidelines”). Therefore, the licenses granted under the Agreement and the provision and availability of the Moov Services will be subject to any applicable FI Partner Guidelines.

1.4. Acceptance. Company may obtain the Moov Services via an Order Form provided or made accessible by Moov or a Reseller. After receipt of an Order Form, Company may submit a purchase order to Moov or a Reseller. However, acceptance of an Order Form is expressly limited to and conditioned on the terms contained in the Order Form, including any reference to these Platform Integration Terms and Conditions contained therein. Moov objects to any terms in Company’s acceptance or confirmation of an Order Form (including terms contained or referenced in any purchase order) that are additional to or different from the terms of the Agreement. Company acknowledges that any such additional or different terms, whether received prior to or after the date of an Order Form, will be disregarded. This includes any terms set forth in any click-through agreements referenced in a purchase order or otherwise. In the event of a conflict between an Order Form and these Platform Integration Terms and Conditions, the terms in the Order Form will control, but only to the extent of the conflict.

2. The Moov Services.

2.1. License. Subject to Moov’s written approval of the Company Platform and use case through which Company will make available the Moov Services, and subject to Company’s compliance with the terms and conditions of the Agreement, Moov grants to Company a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to integrate the Moov Services with the Company Platform as described in, and in accordance with, the Documentation solely as necessary to make available the Moov Services 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 Moov Services only as expressly permitted by and in accordance with the Moov Platform Agreement and the Agreement.

2.2. Provision of the Moov Services. Subject to Company’s compliance with the terms and conditions of the Agreement, Moov will use commercially reasonable efforts to provide the Moov Services in accordance with the Documentation.

2.3. Modifications. Moov may modify, replace, or discontinue all or any part of the Moov Services or the Documentation from time to time, including by imposing limitations or other restrictions on the use of or access to the Moov Services. Moov will use commercially reasonable efforts to notify Company in advance of any modifications to the Moov Services or the Documentation that would reasonably be expected to require Company to make material modifications to the Company Platform in order for Company to continue to make available the Moov Services in accordance with the Agreement. If Moov makes any modifications to the Moov Services, the Company will promptly implement such modifications in accordance with the Documentation.

3. Certain Obligations of Company.

3.1. Responsibility for Company Services. Company will be responsible for all aspects of providing or otherwise making available the Company Services to Company Customers in accordance with the terms and conditions of the Company Customer Agreement. Company will ensure that Company’s provision of the Company Services complies with all Applicable Law and Network Rules and that Company Customers access and use the Company Services in accordance with all Applicable Law and Network Rules. As between Moov and Company, Company will be responsible and liable for all activity occurring on or through the Company Services.

3.2. Establishment of Moov Account. In order for Company to make available the Moov Services to Company Customers through the Company Platform, and in order for Company Customers to access and use the Moov Services through the Company Platform, Company and each Company Customer may be required to establish and maintain a Moov Account. Company will ensure that: (a) all information, data, and supporting documentation necessary to establish a Moov Account for Company and for each Company Customer that is required to establish a Moov Account is provided or otherwise made available to Moov, and (b) such information, data, and supporting documentation is accurate, complete, authentic, valid, and timely. Company will promptly notify Moov of any change to any information, data, or supporting documentation previously provided or otherwise made available to Moov. As between Moov and Company, Company will be ultimately responsible and liable for all activity associated with Company’s Moov Account.

3.3. Use Case Approval. Prior to making available the Moov Services to Company Customers or otherwise accessing or using the Moov Services, Company will provide to Moov a complete and accurate description of Company’s proposed use case for the Moov Services and obtain Moov’s approval of such use case. Company agrees to make available and otherwise access and use the Moov Services in strict accordance with the approved use case and will obtain Moov’s prior written approval before making available or otherwise accessing or using the Moov Services for a use case that has not been approved in advance by Moov.

3.4. Moov Account Credentials. Moov will provide Company with credentials to be used by Company to facilitate access to and use of the Moov Services by Company Customers (the “Account Credentials”). Company agrees that it is solely responsible and liable for securing, protecting, and limiting disclosure of the Account Credentials to authorized employees of Company and for any unauthorized access to or use or disclosure of the Account Credentials. Company will notify Moov immediately, by emailing [email protected], if Company becomes aware of any actual or suspected unauthorized access to or use or disclosure of the Account Credentials.

3.5. Integrating and Marketing the Moov Services. Company will integrate the Moov Services with the Company Platform, will market and make available the Moov Services to Company Customers, and will otherwise exercise its rights and perform its obligations in connection with the Agreement in accordance with Applicable Law, Network Rules, the Documentation, and the Agreement.

3.6. Territory. Company will market and make available the Moov Services only to Company Customers located in the Territory.

3.7. Relationship with Company Customers.

  • Company will be responsible for all aspects of Company’s relationship with Company Customers and Company’s provision of Company Services to such Company Customers, including determining and selecting which Moov Services to make available through the Company Platform in general and in respect of each Company Customer and for properly communicating such selections to Moov.
  • Prior to allowing any Company Customer to access or use the Moov Services, Company will (1) ensure all information and data requested by Moov to onboard the Company Customer for access to and use of the Moov Services has been provided by the Company Customer, (2) conduct any additional underwriting or due diligence on the Company Customer as requested or required by Moov, (3) validate that the Company Customer has reviewed and agreed to be bound by the terms and conditions of the Moov Platform Agreement, (4) associate the Company Customer’s Moov Account established pursuant to Section 3.2 with Company’s Moov Account, (5) make all necessary disclosures to the Company Customer, (6) obtain all consents, authorizations, permissions, and approvals necessary for Moov, any applicable third party of Moov, and Company to exercise their rights and perform their obligations in connection with the Agreement, and (7) enter into a Company Customer Agreement with the Company Customer.
  • Company will disclose all Payment Acceptance Transaction Fees to each commercial Company Customer prior to allowing such Company Customer to access or use the Moov Services. Company acknowledges and agrees that Company’s disclosure of Payment Acceptance Transaction Fees and any modifications thereto will be subject to Moov’s review and approval, which will not be unreasonably withheld.
  • Company will maintain a Company Customer Agreement with each Company Customer that wishes to access and use the Moov Services through the Company Platform. Company will ensure that the Company Customer Agreement (1) clearly, accurately, and completely discloses all relevant terms, conditions, and policies applicable to the Company Services, (2) complies with all Applicable Law and Network Rules, (3) does not include any representations, warranties, or covenants by or on behalf of Moov or otherwise obligate Moov, and (4) does not create any conflict or inconsistency with the Moov Platform Agreement or the Agreement.
  • Company will be responsible for overseeing and monitoring Company Customers in connection with their access to and use of the Company Services and Moov Services. Moov will have the right to review and approve, such approval not to be unreasonably withheld, conditioned or delayed, the onboarding flow established by Company (e.g., presentation of terms, disclosures, and agreements related to the Moov Services) for Company Customers who wish to access and use the Moov Services through the Company Platform.

3.8. Information Provided by Company. Company will ensure that all information or data about or related to Company and Company Customers requested by Moov in connection with the Moov Services or the Agreement is provided or otherwise made available to Moov and that Moov is notified of any change to such information or data. As between Moov and Company, Company will be solely responsible and liable for the accuracy, completeness, and authenticity of all information and data about or related to Company or Company Customers provided or otherwise made available to Moov in connection with the Moov Services and the Agreement and Company agrees that Moov may rely on all such information and data without further inquiry into the accuracy, completeness, or authenticity of such information or data.

3.9. Transaction Instructions. Company will be responsible for receiving Transaction requests and instructions from Company Customers and for accurately and completely conveying such Transaction requests and instructions to Moov through the Moov Services.

3.10. Company Security Procedures. Company acknowledges that it, and not Moov, controls the user interface with Company Customers. Prior to accepting any Funds Transfer Transaction requests or instructions from a Company Customer, Company will implement commercially reasonable security measures that are designed to verify that each Funds Transfer Transaction request or instruction, including any amendments to such requests or instructions, is that of such Company Customer ("Company Security Procedures"). Company will maintain any applicable Company Security Procedures throughout the Term. Company will comply with, and will cause each Company Customer to comply with, any applicable Company Security Procedures for each applicable Funds Transfer Transaction request and instruction. As between Moov and Company, Company will be responsible and liable for ensuring that any applicable Company Security Procedures comply with, and enable compliance with, Applicable Law, FI Partner Guidelines, and Network Rules.

3.11. Restrictions on Use. Without limiting any other provision of the Agreement, Company will not allow access to or use of the Moov Services as follows: (a) in, by, or for any country or Person sanctioned, embargoed, or blocked by any Governmental Authority, including by reason of their inclusion on a list maintained by the U.S. Office of Foreign Asset Control ("OFAC"), (b) in any manner that violates, or could reasonably be expected to violate, Applicable Law or Network Rules, (c) in connection with any activity or type of business identified by Moov or any applicable FI Partner from time to time as a restricted or prohibited activity or business, or (d) in violation of any other restrictions established by Moov or any applicable FI Partner from time to time. Company authorizes Moov and any FI Partner to share information provided or otherwise made available to Moov or such FI Partner with third parties, including the Networks and any other Person involved in the provision of Moov Services.

3.12. Customer Service and Support.

  • Generally. Company will be responsible for: (1) providing all customer service and support to Company Customers in connection with their access to and use of the Moov Services as described in the Documentation, and (2) establishing and maintaining Transaction dispute handling policies and procedures in compliance with Applicable Law and Network Rules. Without limiting the generality of the foregoing, Company will promptly respond to, investigate, address, and otherwise resolve all inquiries and complaints of Company Customers.
  • Complaints. To the extent not prohibited by Applicable Law or the relevant Governmental Authority, Company will promptly notify Moov of any inquiry, complaint, or other actual or threat of legal process, litigation, or regulatory action by any Governmental Authority, Company Customer, or other third party arising out of or relating to the Moov Services. Additionally, Company will promptly notify Moov of any allegation that Company or the Company Services do not comply with Applicable Law or Network Rules or that Company is engaging in, or has engaged in, any acts, practices, or conduct that violates Applicable Law or Network Rules.

3.13. Costs and Expenses. Company will be responsible for all costs, expenses, and other amounts incurred by Company in connection with implementing and integrating the Moov Services with the Company Platform, marketing and making available the Moov Services to Company Customers in accordance with the Agreement, and otherwise exercising its rights and performing its obligations in connection with the Agreement.

4. Use of Third Parties.

Company will not use any third party to exercise its rights or perform its obligations in connection with the Agreement without obtaining Moov’s prior written consent to use such third party. If Company is permitted to and does use a third party in connection with the Agreement, Company will be responsible and liable for the acts and omissions of such third party as if such acts or omissions were the acts or omissions of Company.

5. Records; Audits.

5.1. Records. Company will keep, maintain, and share with Moov upon request complete and accurate books and records in connection with Company making available the Moov Services through the Company Platform and Company Customers accessing and using the Moov Services (collectively, “Records”). Company will ensure that Company keeps and maintains Records sufficient for Moov to determine Company’s compliance with the Agreement.

5.2. Audit Rights. From time to time, Moov, any applicable FI Partner, any Network, any Governmental Authority, and/or any designees of any of the foregoing Persons (each, an “Auditing Party”) may need to inspect, examine, or otherwise audit Company, including Company’s facilities, personnel, books, records, accounts, data, reports, or other similar materials, information, or data involved or related to Company’s activities in connection with the Agreement (each, an “Audit”). While Moov will use commercially reasonable efforts to provide at least 30 days’ prior written notice of any Audit of Company by an Auditing Party, upon any notice to Company, Company agrees that any Auditing Party may conduct an Audit of Company. If the results of any Audit reveal any material issues, including Company’s non-compliance with the Agreement or any Company Customer’s non-compliance with the Moov Platform Agreement, Company will take all appropriate actions, including any actions required by any applicable Auditing Party, to promptly remedy such issues within the time frames established by the Auditing Party and will provide the Auditing Party with any evidence reasonably required by the Auditing Party to demonstrate such issues have been properly remediated. Company will fully cooperate with any Auditing Party in connection with any Audit of Company conducted by such Auditing Party.

6. Fees and Charges.

6.1. Fees and Expenses. Company will pay the fees and expenses set forth in the Order Form (collectively, “Fees”) in accordance with the terms of the Agreement. Depending on how Company obtained the Moov Services, Company will pay Moov or a Reseller the Fees. The Fees will not be modified during the Initial Term. Notwithstanding the foregoing, Moov or a Reseller may modify any Third-Party Fee at any time upon notice to Company, which notice may be provided to Company through Company’s Moov Account, if the applicable third party modifies the Third-Party Fee with respect to Moov. Moov or a Reseller may modify any Fees during any Renewal Term by providing Company with no less than 30 days’ prior written notice, which notice may be provided to Company through Company’s Moov Account.

6.2. Payment Terms. All Fees incurred by Company in a calendar month will be invoiced to Company in a form, format, and method determined by Moov or a Reseller and will be paid by Company within 30 days of Company’s receipt of such invoice, unless otherwise set forth in an Order Form. Any fixed monthly Fees identified in the Order Form will be deemed to have been incurred by Company on the first day of each month or the first day of any shortened prorated period, as applicable, and may be invoiced to Company as of such date. Any per-item Fees identified in the Order Form and any amounts incurred in excess of any monthly minimum Fees will be invoiced in arrears following the period in which they were incurred to the extent they have not already been collected via the Moov Platform at the time of the Transaction.

6.3. Fee Dispute. Company will notify Moov or a Reseller in writing if Company disputes any Fees invoiced to Company and provide substantiating documentation within 20 days following the date on which Moov or a Reseller provides or otherwise makes available the invoice to Company (each, a “Fee Dispute Period”). Company will be deemed to have accepted any Fee it does not dispute within the applicable Fee Dispute Period. Notwithstanding the dispute of any Fees by Company, Company will pay all amounts due within the time period required by the Agreement, and the parties will work in good faith to resolve all disputes in an expeditious manner. If Company successfully disputes any Fees in an invoice, then Moov or a Reseller will credit the amount successfully disputed by Company in a subsequent invoice.

6.4. Taxes. Company will be solely responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind, imposed by any Governmental Authority on any amounts payable by Company hereunder.

7. Ownership.

7.1. Moov IP. As between Moov and Company, Moov will own all right, title, and interest to the systems, hardware, software, interfaces, equipment, technology, Marks, and other materials owned by or licensed to Moov, including the Moov Services and Documentation, and all modifications, enhancements, upgrades, and updates thereto (collectively, the “Moov IP”). Company acknowledges and agrees that there are no implied licenses in or to all or any part of the Moov IP.

7.2. Company IP. As between Moov and Company, Company will own all right, title, and interest to the systems, hardware, software, interfaces, equipment, technology, Marks, and other materials owned by or licensed to Company, excluding any Moov IP, and all modifications, enhancements, upgrades, and updates thereto (collectively, the “Company IP”). Moov acknowledges and agrees that there are no implied licenses in or to all or any part of the Company IP.

7.3. Trademark License. Each party hereby grants to the other party a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to use, display, and reproduce such party’s name, logo, trademarks, service marks, and domain names (collectively, “Marks”) as expressly authorized by this Section 7.3. Company may use, display, and reproduce Moov’s Marks solely for the purpose of identifying Moov as the provider of the Moov Services in conjunction with Moov’s FI Partners, subject to any branding and usage guidelines made available to Company by Moov. Given the regulation of certain aspects of the Moov Services, Company agrees to submit and obtain Moov’s written approval of any proposed use, display, or reproduction of Moov’s Marks prior to using, displaying, or reproducing such Marks. Moov may use, display, and reproduce Company’s Marks on Moov’s webpages, in Moov’s marketing materials and communications, and in Moov’s investor and financial presentations and materials for the purpose of identifying Company as a user of the Moov Services, subject to any branding and usage guidelines made available to Moov by Company. Each party acknowledges that the other party’s Marks are and will remain the exclusive property of such party and all use, display, and reproduction by a party of the other party’s Marks will inure solely to the benefit of the licensor of such Marks.

7.4. License Restrictions. Company will not, and will not allow any third party to: (a) access or use all or any part of the Moov IP in a manner that is not expressly permitted under the Agreement or the Moov Platform Agreement; (b) remove, deactivate, or otherwise circumvent any license restrictions or mechanisms intended to limit use of all or any part of the Moov IP; (c) create derivative works of all or any part of the Moov IP; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available all or any part of the Moov IP to any third party other than Company Customers as expressly provided by the Agreement; (e) reverse engineer, disassemble, or decompile all or any part of the Moov IP; or (f) misuse, damage, disrupt, or impair all or any part of the Moov IP or interfere with any other Person’s access to or use of the Moov IP.

7.5. Feedback. If a party or any representative of such party provides any Feedback to the other party, then the party providing Feedback, on behalf of itself and such representative, hereby grants to the other party a perpetual, worldwide license to use, disclose, publish, profit from, and otherwise exploit such Feedback, without restriction and without any attribution or compensation to the party providing Feedback or such representative, for any purpose.

8. Data Rights and Restrictions.

8.1. Ownership of Moov Data. As between Moov and Company, Moov will own all right, title, and interest in and to all Moov Data and Moov will not be subject to any restrictions under the Agreement with respect to such Moov Data.

8.2. Ownership of Company Data. As between Moov and Company, Company will own all right, title, and interest in and to all Company Data and Company will not be subject to any restrictions under the Agreement with respect to such Company Data.

8.3. Ownership and Use of Services Data. As between Moov and Company, Moov will own all right, title, and interest in and to all Services Data and Moov will not be subject to any restrictions under the Agreement with respect to such Services Data. Moov hereby grants Company a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to access and use, and to disclose to Company Customers (and only to Company Customers), any Services Data made available to Company through the Moov Services only to the extent necessary for Company to perform its obligations under the Agreement. Company acknowledges and agrees that there are no implied licenses in or to all or any part of the Services Data.

8.4. Data Privacy. The Moov Privacy Policy explains how and for what purposes Moov may collect, use, retain, disclose, and safeguard certain data, including Personal Data, in connection with the Moov Services. Company acknowledges and agrees that Moov may collect, use, retain, and disclose data to the extent not prohibited by Applicable Law or the Moov Privacy Policy. Company will ensure that Company’s privacy policy is consistent with the Moov Privacy Policy and terms and conditions of the Agreement.

8.5. Data Migration.

  • Upon Company’s written request, Moov will work with Company in connection with Company’s facilitation of the secure transfer of Payment Data from Company’s existing Payment Software Provider to Moov (each, an “Import Data Migration”) and from Moov to a successor Payment Software Provider following the expiration or termination of the Agreement (each, an “Export Data Migration”), subject to and in accordance with the Agreement, the applicable requirements established by Moov, and the data migration plan as agreed by the parties in writing. Any Data Migration assistance provided by Moov will be subject to a fee as agreed by the parties.
  • Company acknowledges and agrees that: (1) Company will provide all information and assistance reasonably requested by Moov to facilitate any Import Data Migration or Export Data Migration (each, a “Data Migration”), (2) Company will ensure that each Payment Software Provider involved in a Data Migration is certified as compliant with the PCI Standards and otherwise complies with the PCI Standards in connection with the Data Migration, (3)) with respect to an Import Data Migration, Moov is not responsible or liable for the form or format in which, or the method by which, a Payment Software Provider transfers Payment Data to Moov and Moov makes no, and hereby expressly disclaims any, representations, warranties, or covenants as to the usability of such Payment Data in connection with the Moov Services, (4) with respect to an Export Data Migration, Moov will transfer Payment Data in Moov’s then-current standard form and format, and using Moov’s then-current standard method, for transferring such Payment Data, (5) Moov is not responsible or liable for the security of Payment Data received by Moov in connection with an Import Data Migration until such Payment Data is accepted by Moov and securely within Moov’s information technology environment, at which point Moov will only be responsible for the security of such Payment Data as expressly provided by the Agreement, and (5) Moov is not responsible or liable for the security of Payment Data transferred by Moov in connection with an Export Data Migration once such Payment Data is transferred outside of Moov’s information technology environment.

9. Confidentiality.

9.1. Confidential Information. A Disclosing Party may disclose or otherwise make available information or material to the Receiving Party, and such information and material will be deemed to be “Confidential Information” if, when disclosed or otherwise made available, whether in writing, verbally, or otherwise, (a) it contains proprietary information of the Disclosing Party, including trade secrets, software, object code, source code, file specifications, installation and operating instructions, end-user manuals, end-user agreements, training materials, guides, listings, functional and technical specifications relating to the Moov Services, systems, procedures, manuals, confidential reports, business plans, or customer lists; (b) it is designated as confidential by the Disclosing Party; or (c) it should reasonably be understood by the Receiving Party, given the nature of the information or material or the circumstances surrounding its disclosure, to be confidential. As between Moov and Company, Company Data will constitute Company’s Confidential Information, and Moov Data and Services Data will constitute Moov’s Confidential Information.

9.2. Exclusions. The obligations under the Agreement with respect to Confidential Information, including the restrictions on use and disclosure thereof, will not apply to information or material that (a) is or becomes publicly known through no wrongful act or omission of the Receiving Party, (b) is or becomes rightfully known by the Receiving Party, without restriction on disclosure or use, from a Person other than the Disclosing Party, or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as can be shown by documentary evidence. The Receiving Party will have the burden of establishing that any information does not constitute Confidential Information under the Agreement.

9.3. Use and Disclosure. Each Receiving Party will hold the Confidential Information it receives in strict confidence and take appropriate precautions to protect such Confidential Information, which precautions will include, at a minimum, such precautions as such Receiving Party employs to protect its own Confidential Information but no less than commercially reasonable precautions. Except as otherwise expressly permitted in the Agreement, a Receiving Party will not use or disclose to any third party any Confidential Information of the Disclosing Party. A Receiving Party may use and disclose Confidential Information of a Disclosing Party only to the extent necessary for such Receiving Party to exercise its rights or perform its obligations under the Agreement or to improve the Moov Services; provided, that, the Receiving Party may not disclose Confidential Information of the Disclosing Party to any Person unless such Person (a) has a “need to know” such Confidential Information for the purposes of the Receiving Party exercising its rights or performing its obligations under the Agreement or to improve the Moov Services, and (b) is subject to confidentiality obligations that offer at least the same degree of protection as the confidentiality obligations set forth in the Agreement.

9.4. Disclosure Required by Applicable Law or Regulation. If any Governmental Authority requires a Receiving Party to disclose Confidential Information of a Disclosing Party, the Receiving Party will: (a) notify the Disclosing Party in writing as soon as practicable after learning of the existence or likely existence of such requirement (unless prohibited by Applicable Law); (b) use all reasonable efforts to limit the scope of such disclosure, disclose only the Confidential Information reasonably required to comply with the requirement, and use reasonable efforts to obtain confidential treatment of or protection by order of any Confidential Information; and (c) permit, subject to Applicable Law, the Disclosing Party to seek a protective order or to otherwise challenge or limit the disclosure of the Confidential Information prior to the disclosure thereof.

9.5. Equitable Remedies. Each party acknowledges that breach by it of one or more obligations in this Section 9 will cause the other party to suffer immediate and irreparable harm for which money damages would be an inadequate remedy. Therefore, if a party breaches one or more obligations under this Section 9, the other party will be entitled to injunctive or equitable relief as well as any additional relief that may be appropriate or otherwise available to such party.

10. Security.

10.1. Security Program. Each party is responsible for the security of all Confidential Information in its possession or under its control. Each party will establish and maintain an information security program that includes appropriate administrative, technical, and physical safeguards designed to (the “Security Program”): (a) protect the security, confidentiality, availability, and integrity of Confidential Information and Personal Data obtained, accessed, or used in connection with the Moov Services; (b) protect against any anticipated threats or hazards to the security and integrity of Confidential Information and Personal Data, (c) protect against unauthorized access to or use or disclosure of Confidential Information and Personal Data, (d) address computer and network security, physical security, business continuity and disaster recovery, and a security incident response program; (e) ensure the secure destruction and disposal of Confidential Information and Personal Data; and (f) ensure compliance with all Applicable Law and Network Rules with respect to Confidential Information and Personal Data.

10.2. Security Incident. Each party agrees to notify the other party promptly upon becoming aware of any actual or potential Security Incident. Company acknowledges and agrees that, given the nature of the Moov Services and the involvement of FI Partners, Moov’s notification obligations under this Section 10.2 will be subject to the FI Partner Guidelines. The parties will cooperate in good faith to mitigate any adverse consequences of any Security Incident and to otherwise satisfy their obligations under Applicable Law, Network Rules, and any requirements and instructions of any Governmental Authority, Network, or FI Partner.

11. Representations and Warranties.

11.1. Mutual. Each party represents and warrants, on the Effective Date and on each day during the Term, that: (a) it is duly organized, validly existing, and in good standing under the laws and regulations of its jurisdiction of formation or organization; (b) it has and will retain, the full right, power, and authority to enter into, and perform its obligations and grant the rights under, the Agreement; (c) each signatory executing or otherwise agreeing to an Order Form on its behalf has been duly authorized to do so by all required corporate action; (d) when executed or otherwise agreed to by such party, the Order Form and these Platform Integration Terms and Conditions will be legally binding upon and enforceable against such party and will not conflict with any agreement, instrument, or understanding, oral or written, to which it is a party or by which it may be bound; and (e) as of the Effective Date, there are no proceedings pending or, to its knowledge, threatened or reasonably anticipated that would challenge or that may have a material adverse effect on its performance under the Agreement.

11.2. Company. Company represents and warrants, on the Effective Date and on each day during the Term, that:

  • Company has obtained and maintains all consents, authorizations, permissions, and approvals necessary for Company to make available the Moov Services to Company Customers and for Moov to exercise its rights and perform its obligations in connection with the Agreement.
  • with respect to any information or data provided or otherwise made available to Moov in connection with the Moov Services: (1) such information or data is accurate, complete, authentic, valid, and timely; (2) such information or data has been provided in the form, format, and method required under Applicable Law and Network Rules; (3) Company has obtained all consents, authorizations, permissions, and approvals necessary to provide or otherwise make available such information or data to Moov; and (4) Moov may access, use, and disclose such information and data as necessary to exercise its rights and perform its obligations in connection with the Agreement.
  • each time Company conveys any instruction to Moov through the Moov Services: (1) the instruction and any corresponding Transaction has been properly authorized in accordance with Applicable Law and Network Rules in order for Moov and any applicable third party to initiate and complete the corresponding Transaction and such authorization has not been revoked or terminated; (2) the instruction and any corresponding Transaction represents a bona fide Transaction and complies with all Applicable Law and Network Rules; (3) the instruction and any corresponding Transaction does not violate, and will not cause Moov or any applicable third party to violate, any Applicable Law or Network Rules, including any warranties required to be made by Moov or the applicable third party under any Applicable Law or Network Rules; (4) the instruction and any corresponding Transaction is timely; (5) the instruction provides complete and accurate information and data; and (6) Moov and any applicable third party may rely and act on the information and data in the instruction and submit and complete any corresponding Transaction and Moov’s reliance on such information and data and submission of such corresponding Transaction will not cause Moov or such third party to violate any Applicable Law or Network Rules or otherwise result in any liability or losses to Moov or such third party.

12. Indemnification.

12.1. Moov’s Obligations. Moov will indemnify, defend (at Moov’s election), and hold harmless Company and its officers, directors, and employees (each, a “Company Indemnitee”), from and against all damages, losses, liabilities, penalties, fines, assessments, losses, judgments, costs, expenses (including reasonable attorneys’ fees and the cost of defense), and other amounts (collectively, “Losses”) in connection with any claim, action, demand, investigation, or proceeding (each, a “Claim”) arising out of, relating to, or alleging: (a) any breach of the Agreement by Moov; (b) any gross negligence, willful misconduct, or fraud of Moov; or (c) any infringement, misappropriation, or other violation of any Intellectual Property Rights of any third party by Moov (each, an “IP Infringement Claim”); provided, that Moov’s obligations under this Section 12.1 will not apply to any IP Infringement Claim that (1) arises out of or relates to any modification made to the Moov Services that is not expressly authorized by Moov in writing and implemented in strict accordance with Moov’s written authorization, (2) arises out of or relates to any combination of the Moov Services with systems, hardware, software, interfaces, equipment, technology, products, services, or other materials that are not supplied or expressly authorized by Moov and implemented in strict accordance with Moov’s written authorization, (3) arises out of or relates to any use of the Moov Services in violation of the Agreement or the Documentation, or (4) is a Claim for which Company is obligated to indemnify, defend, or hold harmless any Moov Indemnitee in connection with the Agreement. Moov’s indemnification obligations under Section 12 will not apply to the extent any Loss or Claim arises out of or relates to any Company Indemnitee’s breach of the Agreement or gross negligence, willful misconduct, or fraud. ADDITIONALLY, THIS SECTION 12.1 SETS FORTH COMPANY’S SOLE AND EXCLUSIVE REMEDY IN CONNECTION WITH SUCH LOSSES AND CLAIMS.

12.2. Company’s Obligations. Company will indemnify, defend (at Moov’s election), and hold harmless Moov and its Affiliates, and its and their respective officers, directors, employees, and agents (each, a “Moov Indemnitee”), from and against all Losses in connection with any Claim arising out of, relating to, or alleging: (a) any breach of the Agreement by Company or of the Moov Platform Agreement by Company or any Company Customer; (b) any matter, issue, act, or omission for which Company has been allocated responsibility under the Agreement; (c) any actual, attempted, or purported Transaction request or instruction or any actual, attempted, or purported Transaction, including any error, fraud, dispute, return, reversal, refund, chargeback, adjustment, duplication, cancellation, or amendment in connection with any such actual, attempted, or purported Transaction request or instruction or Transaction; (d) any Transaction dispute addressed in accordance with the Transaction dispute handling policies or procedures established by Company; (e) any fines, penalties, assessments, or other amounts assessed or imposed by any Governmental Authority, Network, or FI Partner in connection with Company’s or any Company Customer’s access to or use of the Moov Services; (f) any taxes, interest, penalties, assessments, or other amounts assessed or imposed by any taxing authority applicable to Company; (g) any relationship or agreement between Company and any third party; (h) any of the Company Services; (i) any infringement, misappropriation, or other violation of any Intellectual Property Rights of any third party by Company; and (j) any gross negligence, willful misconduct, or fraud of Company or any Company Customer. Company’s indemnification obligations in this Section 12 will not apply to the extent any Loss or Claim arises out of or relates to any Moov Indemnitee’s breach of the Agreement or gross negligence, willful misconduct, or fraud.

12.3. Process. If any Claim is asserted against a Company Indemnitee or Moov Indemnitee (each, an “Indemnified Party”), then the Indemnified Party will promptly notify the other party (the “Indemnifying Party”) in writing of such Claim. Upon receipt of notice of any Claim from an Indemnified Party, the Indemnifying Party will assume the defense of such Claim except as otherwise elected by Moov. An Indemnified Party may participate, at its own cost and expense, in the defense of Claim and retain counsel of its own choosing. The Indemnifying Party will not agree to settle or compromise any Claim without the prior written consent of the Indemnified Party (which will not be unreasonably withheld, conditioned, or delayed), unless such settlement or compromise (a) is solely for the payment of money damages for which the Indemnified Party will be released and fully indemnified under the Agreement, (b) includes any unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such Claim, (c) does not include any statement as to or admission of fault, culpability, or failure to act by or on behalf of the Indemnified Party, and (d) does not require any action or inaction on the part of the Indemnified Party.

13. DISCLAIMER OF WARRANTIES.

THE MOOV SERVICES ARE AND WILL BE PROVIDED “AS IS” AND “AS AVAILABLE” AND MOOV HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND 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 THE MOOV SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR, AND (B) COMPANY ACKNOWLEDGES THAT HOSTING OR TRANSMITTING DATA ONLINE INVOLVES RISKS OF UNAUTHORIZED ACCESS, USE, DISCLOSURE, OR EXPOSURE AND COMPANY HEREBY ACCEPTS SUCH RISKS. MOOV MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE MOOV SERVICES ARE COMPATIBLE WITH COMPANY’S EQUIPMENT, THAT THE MOOV SERVICES ARE FREE OF VIRUSES, WORMS, BOTS, OR ANY OTHER HARMFUL, INVASIVE, MALICIOUS, OR CORRUPTED FILES, OR THAT DATA SENT THROUGH THE MOOV SERVICES WILL NOT BE ACCESSED, USED, DISCLOSED, OR EXPOSED THROUGH ERRORS OR ACTIONS OF THIRD PARTIES. COMPANY ACKNOWLEDGES AND AGREES THAT IT HAS INDEPENDENTLY EVALUATED MOOV AND THE MOOV SERVICES AND THE MOOV SERVICES’ APPLICATION TO COMPANY’S NEEDS. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE UNIFORM COMMERCIAL CODE AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT WILL NOT APPLY TO THE AGREEMENT.

14. LIMITATION OF LIABILITY.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, (A) NONE OF MOOV, COMPANY, OR 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 THE AGREEMENT, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES OR LOSSES, AND (B) NONE OF MOOV, COMPANY, OR 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). THE DISCLAIMER OF DAMAGES SET FORTH IN THIS SECTION 14 WILL NOT APPLY TO LIABILITY FOR EITHER PARTY’S MISAPPROPRIATION OF INTELLECTUAL PROPERTY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. THE PARTIES HEREBY AGREE THAT ANY AMOUNTS PAYABLE PURSUANT TO THEIR INDEMNIFICATION OBLIGATIONS UNDER SECTION 12 WILL BE CONSIDERED TO BE DIRECT DAMAGES FOR PURPOSES OF THE AGREEMENT. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, COMPANY ACKNOWLEDGES AND AGREES THAT MOOV’S AND ANY FI PARTNER’S AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY COMPANY TO MOOV UNDER THE AGREEMENT FOR THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES OR LOSSES.

15. Term and Termination.

15.1. Term. The Initial Term of the Agreement will be for the period set forth in the Order Form. Upon the expiration of the Initial Term of the Agreement, the Agreement automatically will renew for successive Renewal Terms as provided for in the Order Form, or, if no Renewal Term is set forth in an Order Form, for successive Renewal Terms of one year each, unless either party provides notice of non-renewal to the other party at least 60 days prior to the expiration of the Initial Term or then-current Renewal Term. The Initial Term and each Renewal Term collectively may be referred to as the “Term.”

15.2. Mutual Termination Rights. Either party may terminate the Agreement if the other party: (a) fails to cure any material breach of the Agreement within 30 days after receipt of written notice of such breach; or (b) seeks protection under any bankruptcy, receivership, creditors arrangement, or comparable proceeding, or if any such proceeding is instituted against such party and is not dismissed within 60 days.

15.3. Moov Suspension and Termination Rights. Moov may suspend or terminate the Agreement or suspend, terminate, or restrict all or any part of the Moov Services upon written notice to Company in the event: (a) Company fails to pay any amounts due in connection with the Agreement within 10 days of Moov notifying Company of such failure; (b) Company fails to provide any information or data requested or required by Moov within the time frames requested or required by Moov; (c) Company makes available or otherwise accesses or uses the Moov Services for a use case that has not been approved in accordance with Section 3.3; (d) any FI Partner discontinues or modifies its support for the Moov Services in a manner that makes Moov’s continued provision of the Moov Services impracticable; or (e) Moov reasonably determines that (1) Company has breached the Agreement; (2) Company and/or a Company Customer is no longer eligible to use or access the Moov Services, (3) there is or has been unauthorized access to or use of the Moov Services, (4) suspension or termination may be necessary or appropriate in order to comply with Applicable Law, Network Rules, any FI Partner Guidelines, or any instruction from any Governmental Authority, Network, or FI Partner, or (5) continued access to and use of the Moov Services by Company and/or a Company Customer poses unacceptable compliance, security, financial, or reputational risk to Moov or any FI Partner.

15.4. Effect of Termination. Upon expiration or termination of the Agreement, (a) Company will immediately stop allowing Company Customers to initiate new Transactions through the Moov Services, (b) all rights and licenses granted to Company will terminate as of the effective date of such expiration or termination, subject to Section 15.5 below; (c) all unpaid amounts will be immediately due and payable; and (d) within 30 days following a written request from the Disclosing Party, the Receiving Party will: (1) destroy all copies of Confidential Information disclosed to it under the Agreement, other than those subject to retention in accordance with the Receiving Party’s lawful records retention policies and procedures, which copies the Receiving Party may destroy in accordance with those policies and procedures; and (2) certify in writing signed by one of its authorized representatives that it has complied with its obligations under this Section 15.4. Company acknowledges and agrees that Company will have a continuing obligation after the termination of the Agreement to properly provide all information, data, and supporting documentation requested or required by Moov, and to otherwise cooperate with Moov, to ensure the proper disbursement of any funds associated with Company’s Moov Account to the appropriate Persons.

15.5. Wind-Down. Upon expiration or termination of the Agreement for any reason, Company will fully cooperate with Moov to promptly wind-down the parties’ relationship under the Agreement and the Moov Services in a smooth and orderly fashion within the time frame established by Moov (the “Wind-Down Period”), including by providing all information and assistance reasonably requested by Moov to complete or otherwise address any pending Transactions or activity, to provide Company and Company Customer funds to Company and the applicable Company Customer, and to otherwise take such actions as are necessary or appropriate for the smooth and orderly wind-down of the parties’ relationship and the Moov Services. During the Wind-Down Period, the parties agree to work in good faith to consider options for making available certain Services Data to a successor provider designated by Company in a manner that complies with Applicable Law, Network Rules, and FI Partner Guidelines.

15.6. Survival. The following Sections will survive termination or expiration of the Agreement: Section 1, Section 3.1, the last sentence of Section 3.2, the last two sentences of Section 3.4, Section 3.5 with respect to Company’s responsibility to perform its obligations in accordance with Applicable Law, Network Rules, the Documentation, and the Agreement, Section 3.7(d), Section 3.8, Section 3.9, Section 3.12, Section 3.13, Section 5, Section 6, Section 7, Section 8, Section 9, Section 11, Section 12, Section 13, Section 14, Section 15.4, Section 15.5, Section 15.6, Section 16, Section 17, and Section 18.

16. Dispute Resolution.

16.1. Governing Law; Venue. The Agreement and any Dispute will be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-laws principles.

16.2. Waiver of Jury Trial; No Class Action. IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE:

  • THE PARTIES HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE IN THE STATE COURTS IN DENVER, COLORADO, OR FEDERAL COURT FOR THE STATE OF COLORADO; AND
  • THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY BY THE PARTIES, AND IS INTENDED TO ENCOMPASS EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE BE AVAILABLE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE PARTIES. EACH PARTY ALSO COVENANTS NOT TO PARTICIPATE IN ANY CLASS ACTION AGAINST THE OTHER PARTY BASED UPON ANY CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT.

17. General Provisions.

17.1. Assignment. Neither party may assign or transfer the Agreement or any of its rights or responsibilities hereunder without the prior written consent of the other party, which will not be unreasonably withheld; provided, that Moov may assign and/or transfer the Agreement or any of its rights or obligations hereunder to any of its Affiliates or to any other Person in connection with a Change of Control without written consent of Company. The Agreement will be binding on each party’s permitted successors and assigns. Any purported assignment or transfer in breach of this Section 17.1 will be void ab initio.

17.2. Relationship; No Third-Party Beneficiaries. Moov and Company are independent contractors and the Agreement does not create a joint venture, employment, franchise, or agency relationship between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. The Agreement is intended for the exclusive benefit of Moov and Company and not intended to benefit any third party.

17.3. Disclosures and Notices. Any notice or other communication under the Agreement will be given in writing and addressed using the information in the Order Form and either delivered: (a) by registered or certified mail (return receipt requested and postage prepaid); (b) in-person or by courier service; or (c) by email (provided that any such notice or communication is also sent for delivery as set forth in clause (a) and (b)). A valid notice or other communication under the Agreement will be effective when received by the party to which it is addressed. Notice will be deemed to have been received: (1) if delivered by registered or certified mail, upon receipt as indicated by the date on the signed receipt; (2) if delivered in-person or by courier service, when actually received at such address; or (3) if delivered by email or through Company’s Moov Account, the first business day following the date on which the notice was delivered. Notwithstanding the foregoing, by establishing a Moov Account or by accessing and using the Moov Services, Company hereby agrees that Moov may provide the Agreement and all disclosures, notices, and other information arising out of or relating to the Agreement, including any disclosures or notices required to be provided as a matter of Applicable Law (collectively, “Notices”), through electronic methods, including by posting the Agreement and Notices on Moov’s website or by providing the Agreement and Notices through Company’s Moov Account or otherwise through the Moov Services. Company acknowledges and agrees that any Notice provided by electronic methods will be effective within 24 hours following the provision of the same by Moov or such other period as may be specified by Moov therein and will have the same effect as if Moov had provided Company with paper copies of such Notices; provided, that any Notice of modifications to Third-Party Fees are effective pursuant to Section 6.1 above. Subject to Section 17.8 below, Company acknowledges and agrees that any update or modification to these Platform Integration Terms and Conditions will be effective within five calendar days following the posting of the same by Moov or such other period as may be specified by Moov therein and will have the same effect as if Moov had provided Company with paper copies of such updated or modified Platform Integration Terms and Conditions. Company further acknowledges and agrees that Company’s electronic acceptance of or consent to the Agreement and any Notices (if applicable) provided electronically will have the same legal effect as a physical signature. If Company has any issues viewing or accessing the Agreement or any Notices, then Company will contact Moov at [email protected].

17.4. Rules of Interpretation. For purposes of the Agreement: (a) words importing the singular include the plural and vice-versa, (b) references to “Sections,” “subsections,” and other subdivisions without reference to a document are to designated Sections, subsections, and other subdivisions of the Agreement, unless otherwise expressly set forth in the Agreement, (c) the term “include,” “includes,” or “including” is deemed to be followed by the words “without limitation,” (d) the term “or” will be deemed to be used in the inclusive sense of “and/or,” unless the context requires otherwise, (e) the headings contained in the Agreement are for reference purposes only and will not affect the meaning or interpretation of the Agreement, (f) any consent or approval that may be given by a party may be given or withheld in the party’s sole and absolute discretion, unless otherwise expressly set forth in the Agreement, (g) all references in the Agreement to days, months, or years means calendar days, calendar months, or calendar year, unless otherwise expressly set forth in the Agreement, and (h) the Agreement is the product of negotiation by the parties having the assistance of counsel and other advisors and should not be construed more strictly with regard to one party than with regard to the other.

17.5. Force Majeure. With the exception of Company’s payment obligations to Moov under the Agreement, neither party will be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions, or other acts or causes beyond the reasonable control of such party (each, a “Force Majeure Event”). To be effective, the party experiencing the Force Majeure Event will give the other party notice promptly following the occurrence of a Force Majeure Event and use diligent efforts to re-commence performance as promptly as commercially practicable.

17.6. Remedies. Except as otherwise specifically provided in the Agreement, the rights and remedies of the parties in connection with the Agreement are cumulative, and each party may enforce any of its rights or remedies under the Agreement, along with any other rights and remedies available to it at law or in equity.

17.7. No Waiver. The failure of a party to insist upon strict adherence to any term or condition of the Agreement on any occasion will not be considered a waiver of such term or conditions, nor will it deprive such party of the right thereafter to insist upon strict adherence to that term or condition or any other term or condition of the Agreement. Any waiver must be in writing signed by the waiving party.

17.8. Amendments or Modifications. Except as otherwise provided in the Agreement, no amendment or modification to the Agreement will be effective unless it is in writing (whether electronic or otherwise) and agreed to by both parties; provided, that Moov may amend or modify the Agreement upon Notice to Company to reflect any changes to Applicable Law, Network Rules, or FI Partner Guidelines or to implement any changes required by any Governmental Authority, Network, or FI Partner.

17.9. Severability. If any provision of the Agreement is determined by any Governmental Authority to be illegal, invalid, or unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law and the remaining provisions will continue in full force and effect.

17.10. Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communication, correspondence, and instruments in their entirety.

18. Definitions.