Terms of Service 1 — Escheatment, Unclaimed Property Reporting & Due Diligence

Terms of Service

In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Platform and Access

1.1 Escheatify Platform. Escheatify offers its Web App Platform (the “Platform”) which is described at https://missingwealth.com/ and at https://www.escheatify.com/. User acknowledges and agrees that the Platform may be upgraded or updated at any time during the Term (as defined in Section 3.1).

1.2 Access. Subject to User’s compliance with the terms and conditions of this Agreement, Escheatify hereby grants User a worldwide, non-exclusive, non-transferable, non-sublicensable: (i) right to use and access the portions of the Platform ordered by User.

2. Responsibilities and Restrictions

2.1 Restrictions. Except as expressly permitted by this Agreement, User will not, and will not permit any third party (including Authorized Users) to, use the Platform in any manner beyond the scope of the rights expressly granted in this Agreement. User will not at any time, directly or indirectly, and will not permit any third party to: (a) modify or create derivative works of the Platform, in whole or in part; (b) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Platform, in whole or in part; (c) sell, resell, rent or lease use of the Platform to any other third party, or otherwise allow the Platform to be used for any purpose other than for the benefit of the User in accordance with this Agreement; (d) use the Platform to store, transmit, upload or post any infringing, libelous or otherwise unlawful or tortious material or any data (including any User Content) for which it does not have the necessary consents or rights to store, transmit, upload or post (as applicable) in connection with the Platform; (e) interfere with, or disrupt the integrity or performance of, the Platform, or any data or content contained therein or transmitted thereby; (f) access or search the Platform (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Platform features provided by Escheatify for use expressly for such purposes; (g) use the Platform, Documentation or any other Escheatify’s Confidential Information to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Platform; (h) use the Platform in any way that exceeds any usage limitations as specified in any Documentation; or (i) delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on or included in the Platform or the Platform Output as delivered.

2.2 Authorized Users. User will not permit any other third party to access, use or operate the Platform, except that User may permit Authorized Users to access and use the Platform consistent with the terms of this Agreement; provided that User will ensure that each such Authorized User complies with all applicable terms and conditions of the Agreement (including applicable privacy policies, acceptable use policies and terms and conditions which may be posted or made available through the Platform), and User is fully and directly responsible to Escheatify for any act or omission by each such Authorized User in connection with their use of the Platform. User will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Platform, and will promptly notify Escheatify if User or any Authorized User knows or reasonably suspects that any user name and password has been compromised. Each account for access to and use of the Platform may only be accessed and used by the specific Authorized User for whom such account is created. User will further ensure that no Authorized User misrepresents their identity or otherwise provides any deceptive or misleading profile information or images when creating an account in connection with the Platform. Escheatify may process personal information relating to Authorized Users’ use of the Platform (“Account Data”) in accordance with its privacy policy. In this Agreement, “Authorized User” means any natural person that: (a) User authorizes to use the Platform; and (b) to the extent applicable, signs up for an account to use the Platform in accordance with Escheatify’s then-current account registration procedures (including assent to any applicable terms of service posted by Company) as may be updated from time-to-time.

2.3 Third-Party Software. The Platform may include, or may provide User with access to, software, source code or other technology licensed to Escheatify from third parties, and which may be owned by such third parties (collectively, “Third-Party Software”). User acknowledges and agrees that Third-Party Software is provided solely on an “AS IS” basis, and that Escheatify does not make any warranties or guarantees regarding Third-Party Software and is not responsible for the operation or failure of, or any errors or bugs in, any Third-Party Software.

2.4 Third-Party Services. Certain features and functionalities within the Platform as Escheatify determines in its sole discretion may allow User and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Platform. User hereby acknowledges and agrees that, unless Escheatify expressly agrees in an Order Form between User and Escheatify identifying particular third party services, products, technology or content to be provided by Escheatify to User through the Platform (“Designated Services”): (a) Escheatify is not the provider of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Platform or Third Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto; and (b) User is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary to use the Third-Party Services in connection with the Platform. User’s and its Authorized Users’ obligations under this Agreement with respect to the Platform (including obligations regarding confidential information and intellectual property rights) will also apply to User’s and its Authorized Users’ access to and use of any Designated Services.

2.5 Acceptable Use. User may not use the Platform: (a) in violation of this Agreement; (b) in a way that infringes on, violates, dilutes or misappropriates the intellectual property rights of any third party or any rights of publicity or privacy; (c) in violation of any law, statute, ordinance or regulation, unfair competition, anti-discrimination and/or false advertising); or (d) to engage in any illegal, offensive, indecent, inappropriate or objectionable conduct or content. User may access the Platform only through the interfaces and protocols provided or authorized by Escheatify. User may not access the Platform through unauthorized means, such as unlicensed software clients.

2.6 User Content. “User Content” means information and materials provided or made accessible to Escheatify by or on behalf of User for the purpose of receiving or using the Platform, including personal data of consumers and other information collected through the Platform. User will: (a) provide Escheatify with the User Content in the form and format requested by Escheatify, or as otherwise required to access and use the Platform; (b) be responsible for all User Content; (c) ensure compliance with all laws, rules, and regulations applicable to its use of the Platform; and (d) obtain all waivers, consents and other rights necessary for Escheatify to use the User Content to provide the Platform to User.

2.7 Suspension, Limitation or Termination. Escheatify is entitled, without liability to User, to immediately suspend, terminate or limit User’s access to any or all part of the Platform at any time in the event: (a) that Escheatify reasonably suspects that the Platform is being used in violation of any applicable law or regulation or in a manner inconsistent with this Agreement or the Documentation; (b) that Escheatify determines that the Platform is being used in an unauthorized or fraudulent manner; (c) that Escheatify determines that the use of the Platform adversely affects Escheatify’s equipment or service to other Users; (d) Escheatify is prohibited by an order of a court or other governmental agency from providing the Platform; or (e) any other event which Escheatify determines, in its sole discretion, may create a risk to the Platform or to any other users of the Platform. Without limitation, Escheatify will have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of User’s right to use the Platform in accordance with this Agreement.

3. Term, Fees and Payment

3.1 Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement, will continue in effect until the date set forth in the Order Form (the “Term”). The Term may be terminated earlier upon mutual agreement of the parties in writing, or in accordance with the terms of this Agreement.

3.2 Fees and Payment. In consideration for the Escheatify’s provision of the Platform and subject to the terms of this Agreement, User will pay all fees set forth in the Order Form. All payments made under this Agreement to Escheatify will be made in U.S. dollars, and will be non-refundable.

3.3 No Set-Off. Neither party will have any right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other party under this Agreement for any reason.

3.4 Taxes. The fees described in Section 3.2 are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. User agrees to pay such taxes. In the case of any withholding requirements, User will pay any required withholding itself and will not reduce the amount paid to Escheatify on account thereof.

6. Confidentiality

6.1 Confidential Information. “Confidential Information” of a party means all data and information that is submitted to or learned by either party in connection with this Agreement, including information relating to either party’s customers, technology, operations, facilities, products, systems, procedures, practices, research, development, employees, business affairs and financial information. User Content is not Confidential Information, but is rather subject to Section 4 to the extent that it contains Personal Information. Without limiting the foregoing, the following will be deemed Confidential Information of (only) Escheatify: the Platform, Account Data, and the terms and conditions of this Agreement. Neither party may disclose, duplicate, publish, release, transfer or otherwise make available Confidential Information of the other party in any form to, or for the use or benefit of, any person or entity without the other party’s prior written consent, or use such Confidential Information for purposes outside the scope of this Agreement. Each party may disclose the Confidential Information of the other party only to its employees, consultants and agents who need to know such confidential information for the purposes of this Agreement. Each party will advise its employees, consultants and agents of their responsibilities under this Agreement and be responsible for any breach of this Section 6 by its employees, consultants or agents. Confidential Information will not include information that is: (a) part of, or becomes part of, the public domain (other than by disclosure by the receiving party in violation of this Agreement); (b) previously known to the receiving party without an obligation of confidentiality; (c) independently developed by the receiving party outside this Agreement; or (d) rightfully obtained by the receiving party from third parties without an obligation of confidentiality.

6.2 Exclusions/Remedies. The obligations in this Section do not restrict any disclosure by either party pursuant to any applicable law, or by order of any court or government agency (provided that the disclosing party will give prompt notice to the non-disclosing party of such order so that the non-disclosing party may seek a protective order or other appropriate remedy). In the event of a breach of this Section or other compromise of Confidential Information of which a party is or should be aware (whether or not resulting from a breach), such party will immediately notify the other party in writing detailing all information known to such party about the compromise, the Confidential Information affected, and the steps taken by such party to prevent the recurrence of such breach and to mitigate the risk to the other party.

7. Representations and Warranties

7.1 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ESCHEATIFY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND ESCHEATIFY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM (INCLUDING THE PLATFORM OUTPUT) IS PROVIDED “AS IS,” WITHOUT ANY WARRANTY WHATSOEVER. ESCHEATIFY DOES NOT WARRANT THAT THE PLATFORM WILL BE CONTINUOUSLY AVAILABLE, ERROR-FREE OR SECURE, OR THAT ALL DEFECTS IN THE PLATFORM WILL BE CORRECTED. ESCHEATIFY WILL NOT BE LIABLE IN ANY WAY RELATED TO NON-ESCHEATIFY APPLICATIONS. ESCHEATIFY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY PROVIDERS. WITHOUT LIMITING THE FOREGOING, USER ACKNOWLEDGES AND AGREES THAT ESCHEATIFY DOES NOT PROVIDE ANY FRAUD DETECTION SERVICES UNDER THIS AGREEMENT AND THAT ESCHEATIFY DOES NOT WARRANT THAT USE OF THE PLATFORM WILL UNCOVER ALL ASSETS BELONGING TO THE DECEASED. ESCHEATIFY’S ONLY OBLIGATIONS WITH RESPECT TO THE PLATFORM ARE EXPRESSLY STATED IN THIS AGREEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ESCHEATIFY BE LIABLE FOR ANY LOST DATA, LOSS OF REVENUE DUE TO THE ESTATE, OR FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ESCHEATIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF ESCHEATIFY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, AMOUNTS PAID BY USER TO ESCHEATIFY IN THE 12-MONTH PERIOD PRECEDING THE INITIAL CLAIM GIVING RISE TO LIABILITY HEREUNDER.

9. General Provisions

9.1 Force Majeure. Neither party will be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder (except for failure to timely pay) if such delay or default is caused by conditions beyond its reasonable control including acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), acts of terrorism, wars or insurrections.

9.2 Export Control. User will not export or re-export, either directly or indirectly, any technical data, software, process, product, service, or system obtained from Escheatify, without first complying with the United States and all other applicable government laws and regulations governing the export, re-export, and import of those items.

9.3 Miscellaneous. Neither party may assign, delegate, or otherwise transfer its rights or obligations under this Agreement in whole or in part, except that either party may assign this Agreement in connection with a merger, acquisition, sale of a majority of its equity, sale of substantially all of its assets to which this Agreement relates, or a similar transaction. Escheatify may also freely engage subcontractors, such as third-party hosting providers. This Agreement will be binding upon and will inure to the benefit of the parties and their permitted successors and assigns. This Agreement constitutes the entire agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the parties may agree in writing. No amendment to this Agreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the party or parties to be bound thereby. Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other party. Except as otherwise set forth in this Agreement, neither party is restricted from doing business with any other person, entity or organization by virtue of this Agreement. Neither party to this Agreement is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party, or to bind such other party in any manner. Nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes”, “including” and “such as” are deemed to be followed by the words “without limitation”. This Agreement may be executed in counterparts, each of which will constitute the same instrument. Facsimile or electronic signatures will be given the same effect and weight as originals.