Rynoh Software License Agreement

Effective Date: Month Day, 2024

SOFTWARE LICENSE AGREEMENT

This Software License Agreement (the “Agreement”) for Segin Software, LLC’s d/b/a Rynoh (hereafter,
“Rynoh”, “we” or “us”) websites and software modules (collectively, the “Services”) is between you and
us and governs your rights to use the Services. You are also subject to the Terms of Use, found at
www.rynoh.com and any additional terms for certain Rynoh software modules (“Additional Terms”)
which you purchase or opt into. By using the Services, you agree to be bound by all the terms and
conditions contained in this Agreement and applicable Additional Terms. IF YOU DO NOT AGREE WITH
THESE TERMS AND CONDITIONS, DECLINE THE LICENSE TERMS AND DO NOT USE THE SERVICES.

1. Definitions. Capitalized terms will have the meaning set forth in this Section 1 and as otherwise
defined elsewhere in this Agreement.
1.1. “Affiliate” means a person or entity that directly, or indirectly through one or more
intermediaries, owns or controls, is owned or is controlled by, or is under common
ownership or control with, another person or entity.
1.2. “Available” or “Availability” means the periods where you and any and all Authorized Users
can access the Hosted Solution and each purchased Module, including retrieval of
reconciliation reports or data.
1.3. “Downtime” means the period when either Rynoh’s or your testing or observation shows
that any Authorized User cannot access the Hosted Solution or any Module, or an
Authorized User cannot retrieve reconciliation reports or data. “Downtime” will not include
any periods where the Hosted Solution or individual Modules are not Available as a result
of or because of (i) Scheduled Maintenance; (ii) failure of your equipment or facilities; (iii)
the performance or nonperformance of any third-party services; (iv) any period where we
agree that the Downtime was not the fault of us or any of our third-party vendors; (v) any
changes to your business requirements that it does not report in advance to us and that is
not addressed by us through a written agreement or amendment; (vi) the failure of any code
or configurations managed or written by the you or any of the your third­party vendors;
(vii) the occurrence of a Force Majeure event under Section 19.9; or (viii) Internet failure or
congestion.
1.4. “Hosted Solution” refers collectively to Rynoh’s Website, Modules, databases, programs,
software, operating systems, and related material used to facilitate the Rynoh software as a
service (SaaS) product.
1.5. “Module” or “Modules” refers to the individual Rynoh software that makes up the Hosted
Solution.
1.6. “User Data” means all data entered by Authorized Users into, and data from Authorized
Users gathered by the Hosted Solution.
1.7. “Website” means the website at https://rynoh.com.
2. Authority. If the individual (“you”) accepting this Agreement is accepting on behalf of a company
or other legal entity, you represent that you have the authority to bind such entity and its affiliates
to this Agreement, in which case “you” shall refer to such entity and its affiliates. If you do not have
the authority to accept this Agreement, you must not use the Services.
3. Changes to the Agreement. We may modify the Agreement (including any Additional Terms,) at
any time by posting a revised version. Any changes to the Agreement will be effective immediately
upon posting. You waive any right you may have to receive specific notice of such changes. Please
review the Agreement each time you use the Services, as your continued use of the Services
after such posting (or other notification, if any) means you accept and agree to be bound by
the modified Agreement.
4. Intellectual Property Rights.
4.1. Ownership. Title and full ownership rights in and to the Hosted Solution shall at all times
remain with Rynoh. You understand that Rynoh’s Hosted Solution is comprised of
proprietary information and trade secrets of Rynoh, whether or not any portion thereof is
or may be validly copyrighted, patented, or trademarked under applicable law
4.2. Rights. This Agreement does not grant any intellectual property rights not expressly
contained herein. You acknowledge that Rynoh has exclusive right, title and interest in
and to the Hosted Solution. All applicable rights to patents, copyrights, trademarks, trade
secrets, know-how, inventions, technologies, methods, techniques, and interfaces in the
Hosted Solution that are developed with or for you, in whole or in part, or modified upon
your request, are and shall remain the property of Rynoh. You will not, and will not allow
your Authorized Users to, at any time, do or cause to be done any act or thing impairing
or tending to impair any part of such right, title and interest. You and your Authorized
Users’ use of the Hosted Solution shall not create in you or your Authorized Users’ favor
any right, title or interest in the Hosted Solution, except as expressly provided herein.
4.3. Trademarks. Rynoh, Rynoh’s Website, and all related logos and software comprising the
Hosted Solution are either trademarks or registered trademarks owned or licensed by
Rynoh and, except as expressly provided herein, may not be copied, imitated or used, in
whole or in part, without the prior written permission of Rynoh. In addition, all page
headers, custom graphics, button icons, and scripts comprising the Hosted Solution are
service marks, trademarks, and/or trade dress of Rynoh and may not be copied, imitated,
or used, in whole or in part, without the prior written permission of Rynoh.
4.4. Notices. You will not remove, modify, or obscure any copyright notice, trademark notice,
or other proprietary rights notice anywhere within the Hosted Solution.
4.5. Technical Data and Invention. Unless specifically and expressly identified and priced in a
statement of work between the Parties as a separate item or items to be developed and
provided by us (and in that event, only to the extent so identified and priced), this
Agreement confers on you no right in, license under, access to, or entitlement of any kind
to any of our technical data, including but not limited to, design, process technology,
software, programs, modules, graphics, code, drawings, algorithms, or our inventions
(whether or not patentable), irrespective of whether any such technical data or invention
or any portion thereof arose out of work performed under or in the course of this
Agreement, and irrespective of whether the you have paid or are obligated to pay us for
any part of the design and/or development thereof.
5. Limited License, Uses & Restrictions
5.1. Limited License. Rynoh hereby grants you and your Authorized Users a non-exclusive,
non-assignable, non-transferable, revocable, limited license to access and use the Services
according to the provisions herein (the “Limited License”).
5.2. “Authorized Users” means the named or specified (by password or other user
identification) individual authorized by you to use a Limited License, regardless of whether
the individual is actively using the Hosted Solution at any given time. You may only
authorize your own employees or a third party to be Authorized Users; provided that such
third party is limited to use the Hosted Solution solely in connection with your business
operations as conducted by or through such third party. You are not limited in the number
of Authorized Users you create per Limited License. You are responsible for keeping
accurate records of each Authorized User. You are also responsible for ensuring that you
promptly prevent access to employees who leave your employ or who otherwise become
non-Authorized Users. You hereby agree to be held liable for any unauthorized access of
the Hosted Solution by a former employee or non-Authorized User of yours.
5.3. Limited Access. The Hosted Solution will only be accessed or used by the Authorized Users
holding a valid Limited License as described above. It shall be a material breach of this
Agreement for any Authorized User to share his or her login credentials with any person.
Subject to the terms of this Agreement, Authorized Users shall have the right to use the
Hosted Solution only for your internal business purposes.
5.4. Limitations on Use. You will not, and will not permit your Authorized Users to, directly or
indirectly reverse engineer, decompile, disassemble or otherwise attempt to discover the
source code or underlying ideas or algorithms comprising the Hosted Solution; modify,
translate, or create derivative works based on the Hosted Solution; or rent, lease,
distribute, sell, resell, sublicense, assign, or otherwise transfer rights to the Hosted
Solution; or use the Hosted Solution for timesharing or service bureau purposes or
otherwise for the benefit of a third party. Because the Hosted Solution is proprietary, You
will not (and will not allow your Authorized Users to) publish or disclose to third parties
any evaluation of the Hosted Solution or any component thereof without our prior written
consent. You acknowledge that we retain exclusive ownership throughout the world of
the Hosted Solution and its content, any portions or copies thereof, and all rights therein.
Upon termination of this Agreement for any reason, each Limited License will terminate,
and you and any person or entity using or accessing the Hosted Solution by any means
through any Authorized User’s account will cease to use and have access to the Hosted
Solution.
5.5. Any violation of this Section shall be a material breach of this Agreement and allow us to
terminate access to the Hosted Solution immediately. We may reactivate a Limited License
after termination for breach according to this Section in its sole and absolute discretion.
5.6. To the extent applicable, the terms of this Agreement will govern any software upgrades
provided by Rynoh that replace and/or supplement the original services or products,
unless such upgrade is accompanied by a separate license or Additional Terms (such
license or terms must be contained in a signed writing to be valid) in which case the terms
of that license or such Additional Terms will govern.
6. Services & Maintenance.
6.1. Hosting. Subject to your payment in full of all Fees (defined by Section 11) owed to us
pursuant to this Agreement, and subject further to your compliance with the other terms,
conditions and restrictions of this Agreement, we agree to provide an ISO 27001 certified
Hosted Solution for use by you, by remote connection through your supported web
browser and communications equipment separately provided by you, to our Website.
6.2. Deployment Services. We will provide, at no additional cost, installation, configuration,
and training services as required to implement and use the Hosted Solution at your
location through a web browser and internet connection provided by you.
6.3. Backup and Recovery Services. We will use commercially reasonable efforts to periodically
back-up and/or replicate and to periodically test restoration of User Data.
6.4. Reports. During the Term, up to seven years of monthly reports will be available on the
Hosted Solution and PDF versions of the reports can be printed or downloaded as needed,
by you.
6.5. Scheduled Maintenance. Only our authorized personnel will perform maintenance,
upgrades, patches, or enhancements for the Hosted Solution (together “Maintenance”).
Maintenance will occur between 8:00 p.m. and 6:00 a.m. EST (“Scheduled Maintenance”).
Maintenance to the production environment that requires a server reboot will be performed
during the Scheduled Maintenance.
6.6. Help Desk. During the Term of this Agreement, we shall use commercially reasonable efforts
to provide telephone support related to problems associated with the operation of the
Hosted Solution. If we are unable to resolve any problems through telephone support, or if
you report any defects in the Hosted Solution, then we will invoke maintenance and support
services from third-party vendors chosen by us. You agree to report any problems in
accordance with our standard reporting procedures. Our technical support team personnel
generally will be available during the hours of 8:00 a.m. to 6:00 p.m., Eastern Time, Monday
through Friday, excluding holidays.
6.7. Subcontractors. We may use subcontractors and permit them to fulfill our obligations under
this Agreement, so long as such subcontractors perform such services at the direction, and
under our supervision. Such subcontractors will be required to enter into an agreement with
us that contains terms at least as restrictive as the terms of this Agreement. Such agreement
shall ensure that all such subcontractors will comply with the applicable provisions of this
Agreement. Subcontracting or delegation of any portion of our obligations under this
Agreement shall not relieve us from any of our obligations under this Agreement, and we
shall remain fully responsible for all such subcontracted or delegated obligations, and for
the acts and omissions of our subcontractors. For the avoidance of doubt, all acts and
omissions of our subcontractors shall be attributable to us for all purposes, including our
possession of your Confidential Information. In all cases, we shall be responsible and liable
for the acts and omissions of each independent contractor, subcontractor (including its
employees), or other non-employee of us to the same extent as if such acts or omissions
were by us or our employees and shall be responsible for all fees and expenses payable to
any subcontractor.
7. Availability & Service Credits.
7.1. Availability. We will use commercially reasonable efforts to maintain the Availability of the
Hosted Solution at a rate of 99.5% (or a Downtime rate of 0.5%) for each calendar month.
Determining Availability for purposes of this Section 7 will exclude all periods of
Scheduled Maintenance.
7.2. Service Credit. If, during any calendar month, the Hosted Solution or any Module thereof
are not 99.5% Available, then your exclusive remedy under this Agreement will be a
Service Credit. The Service Credit will be equal to a percentage of the Fees paid by each
you for the calendar month in which the Hosted Solution or any Module thereof was not
Available, and will be calculated as follows:
Availability Service Credit
99.5% to 100% 0%
99% to 99.49% 5%
98% to 98.99% 7.5%
95% to 97.99% 10%
85% to 94.99% 20%
75% to 84.99% 30%
65% to 74.99% 40%
55% to 64.99% 50%
50% to 54.99% 75%
0 to 49.99% 100%
7.3. Compatibility. We will ensure that the Hosted Solution remains compatible with all
supported versions of third-party software needed for the correct operation of the Hosted
Solution. These include but are not limited to: .Net Framework; Windows Operating
Systems; Internet Information Services (IIS); and Microsoft SQL Server. Similarly, the
Hosted Solution will be compatible with the most current supported versions of the
following Web Browsers: Microsoft Edge; Mozilla Firefox; Google Chrome; and Apple
Safari.
7.4. Security. We maintain User Data in a certified secure data center. We will maintain the
integrity and security of User Data, user-ids, passwords, and access to the Hosted Solution.
7.5. Data and Information Security. You agree that you and your Authorized Users understand
and expressly acknowledge that security risks are an inherent risk of doing business on
the internet. In particular, third parties may unlawfully intercept or access private
communications of your or your Authorized Users on the Hosted Solution. Although we
take measures to secure our Hosted Solution, you acknowledge that we do not warrant,
represent, or guarantee that information communicated to or from us will be free from
tampering, interception, interference or destruction by third parties.
8. Data Usage.
8.1. Use of Data. You hereby grant us a non-exclusive, revocable, and perpetual license to
access and use the User Data uploaded to the Service in connection with your access to
the Hosted Solution. Notwithstanding any other restrictions in this Agreement, you and
each Authorized User further agrees that we may use and disclose Deidentified and/or
Aggregate Data to improve, enhance, and develop services or provide value to consumers
via the services in accordance with our Privacy Policy. You further agree that we may
collect and use technical and related information, including, without limitation, technical
information about your computer, system and application software, and peripherals, that
is gathered periodically to facilitate the provision of software updates, product support
and other services to Authorized Users (if any) related to the Hosted Solution or any other
service provided by us, and to verify compliance with the terms of this Agreement. We
may use this information to improve products and provide services and technologies to
Authorized Users.
8.2. Rynoh Security. We represent and warrant that we have implemented and throughout the
Term of this Agreement will maintain appropriate technological and organizational security
measures to (i) protect against any threats, hazards, or unauthorized access to our
information systems, the services, and your Confidential Information and (ii) ensure the
security, integrity, protection, and confidentiality of your Confidential Information, including
any personal data in our possession or control.
8.3. Rynoh Data. The parties agree that we retain the right to use, sell, disclose, transfer, or rent
any (i) Deidentified and/or Aggregate Data, as defined by the California Consumer Privacy
Act as amended; and (ii) non-personal information that is generated or derived by us
through operation of the service, such as use or performance data.
9. Your Responsibilities and Obligations.
9.1. Access to Data. You hereby grant us access to your data files that may be stored either in
or as a part of any software in use by you and you understand that we may update your
data file used by the software database. You further represent and warrant that you will
identify to us each instance in which a third party is the owner of the data file that will be
accessed by us.
9.2. Results; Backups. You accept responsibility for selection of the Services to achieve your
intended results. You acknowledge that neither Rynoh nor the Services are a primary
system of record of User Data, and you shall regularly backup any files for which you
intend as such.
9.3. Account Setup. You agree to (i) provide true, accurate, current, and complete information
to us, including your Authorized User information, and (ii) maintain and promptly update
changes to information provided to us, including Authorized User information. If you
provide any information to us that is untrue, inaccurate, not current, or incomplete, or we
have reasonable grounds to suspect that such information is untrue, inaccurate, not
current, or incomplete, then we may suspend or terminate your account. You are entirely
responsible for maintaining the confidentiality of any passwords and any usage and
activities that occur in connection with your account.
9.4. Unauthorized Access. You agree not to permit any unauthorized person to use the Hosted
Solution provided by us.
9.5. Hardware; Equipment; Networks. You shall be solely responsible for obtaining and
maintaining all software, hardware (including, without limitation, network systems),
telephonic or other communications circuits, and internet service provider relationships
that are necessary or appropriate for you to properly access and use the Hosted Solution.
We shall have no responsibility or liability under this Agreement for any unavailability to
the Hosted Solution that is caused by or related in any manner to any failure of you to
obtain and maintain all such software, hardware, equipment, or relationships.
9.6. Authorized Users. You agree to keep a current list of all Authorized Users under your
Limited License and to provide us with this list within five (5) days upon request. You are
further responsible for ensuring that Authorized Users who become unauthorized (e.g.
because the Authorized User left your employ or were terminated as a contractor) no
longer have access to the Hosted Solution (e.g. by deactivating a former contractor or
employee’s username and password). You agree to be held liable for any unauthorized
access by an unauthorized person because of your failure to deactivate the username and
password information for that unauthorized person.
9.7. Compliance. You hereby represent and warrant that you have sufficient rights in User Data
and providing User Data to us will not violate or infringe the rights of any third party. You
and each Authorized User agree to only use the Hosted Solution for lawful purposes and
only in accordance with this Agreement. You and each Authorized User further agree to
comply with all applicable local, state, federal and international laws and regulations while
using the Hosted Solution.
9.8. Security. You and each of your Authorized Users agree not to take any steps to avoid,
study, duplicate, or defeat the security measures associated and incorporated with the
Hosted Solution. You and each of your Authorized Users agree not to access any data not
intended to be accessed by you or log into an account that you are not allowed to access.
You and each Authorized User further agree not to attempt to interfere with the Hosted
Solution or other users of the Hosted Solution by means of submitting a virus,
overloading, flooding, spamming, mail-bombing, crashing or similar destructive actions.
9.9. Suspension of Services. Any violation of this Section 9 will result in immediate termination
of your Limited License, including access to the Website and Modules. We may allow
reactivation of your Limited License after curing any breach of this Section in our sole and
absolute discretion.
9.10. Integrations. You may engage with us to more closely integrate the Hosted Solution to
your products and platforms so that the Hosted Solution and future versions of the
Hosted Solution or new services offered by us remain compatible with future versions of
your products and platforms. For avoidance of doubt, it is mutually understood that you
will request the development of these integrations via one or more Statements of Work
(SOWs), and we may, at our sole discretion, decline to engage in these integration
development activities. Should we decline to fund the development of these integrations,
the remaining terms of this Agreement shall remain in full force and effect.
10. Term and Termination. This Agreement commences on the date you first access the Services and
continues until all subscriptions and/or order forms hereunder have expired or have been
terminated in accordance with this Agreement.
10.1. Effect of Termination. All services provided by us, including the Hosted Solution, will
immediately terminate as of 5 PM, US Eastern Time, on the date of termination, along with
your Limited License granted herein to access and use the Website and Modules. No event
of termination or non-renewal will relieve you of your obligation to pay all Fees and other
costs and expenses owed to us through the termination date, and your payment
obligations will survive termination of this Agreement.
10.2. Destruction of User Data. During the Term and for up to 60 days after the termination of
this Agreement, you will be granted access to the Hosted Solution solely for the purpose
of exporting Reports. Upon termination or non-renewal of this Agreement for any reason
other than default by you, we shall, within sixty (60) days of the termination date or
expiration of this Agreement, at your written request, destroy identifiable User Data and
certify to you that it no longer retains any such User Data, except as required for legal
compliance.
10.3. Survival. The provisions of this Agreement that by their nature extend beyond the
termination or non-renewal of this Agreement will survive and remain in effect until all
obligations thereunder are satisfied. All disclaimers of warranties, limitations of liability,
and indemnification obligations set forth in this Agreement will survive any termination
or non-renewal of this Agreement.
11. Payment. You will be charged in arrears for the Services at the end of each month (“Billing Date”).
If we do not receive the full amount of your Service fees within fifteen (15) days of the Billing Date,
you agree to pay us all reasonable attorneys’ fees and costs incurred by us to collect any past due
amounts. Your account will be deactivated without further notice if any payment is past due,
regardless of the dollar amount outstanding. You agree to pay any outstanding balance in full
within fifteen (15) days of cancellation or termination of your account. You agree that we will not
be liable for any loss caused by cancellation or termination of your account, or any loss caused by
unauthorized use of your credit card or any other method of payment by a third party in
connection with the Website or Service. Any attempt to defraud us through credit cards or other
payment methods, or failure by you to honor charges or requests for payment will result in
immediate termination of your account and may result in civil and/or criminal prosecution.
12. Suspension of Services. In the event that any breach of this Agreement by you or any of your
Authorized Users threatens, in our reasonable sole belief, the security, confidentiality or integrity
of the Website or any part thereof, then we may take any action it deems appropriate, including,
but not limited to, immediately revoking the rights of the you or any applicable User to use the
User’s account, until such time, as we are satisfied that such security, confidentiality or integrity of
the Website is no longer threatened. In addition, we may, at our sole option, immediately terminate
your Limited License or charge you the associated expenses incurred by us to counter such
threatening actions.
13. Third Party Services. Certain services may include materials from third parties or links to thirdparty websites. You acknowledge and agree that we are not responsible for examining or
evaluating the content or accuracy of any such third-party material or websites. We do not
warrant or endorse and do not assume and will not have any liability or responsibility for
any third-party materials or websites, or for any other materials, products, or services of
third parties. Links to other websites are provided solely as a convenience to you. You agree that
you will not use any third-party materials in a manner that would infringe or violate the rights of
any other party, and that we are not in any way responsible for any such use by you.
14. Warranty
14.1.YOUR USE OF THE SERVICE, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, RYNOH, ITS AFFILIATES, ITS SERVICE AND
HOSTING PROVIDERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND TITLE,
WARRANTIES AGAINST INFRINGEMENT AND THOSE ARISING FROM A COURSE OF
DEALING, USAGE, OR TRADE PRACTICE, THE ACCURACY, RELIABILITY, QUALITY OF
CONTENT IN OR LINKED TO THE SERVICE AND THOSE ARISING BY STATUE OR
OTHERWISE IN LAW. ALL SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND “AS
AVAILABLE” AND USER’S USE IS AT ITS OWN RISK. RYNOH DOES NOT WARRANT THAT
THE SERVICES AND SOLUTION WILL BE UNINTERRUPTED, ERROR-FREE, FREE FROM
VIRUSES, SECURE, OR ENSURE A PARTICULAR OUTCOME. RYNOH MAKES NO
WARRANTY THAT ANY SERVICE OR PRODUCT WILL FULFILL ANY OF USERS’ PARTICULAR
PURPOSES OR NEEDS. RYNOH DOES NOT WARRANT OR ENDORSE AND DOES NOT
ASSUME AND WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY THIRDPARTY MATERIALS OR WEBSITES, OR FOR ANY OTHER MATERIALS, PRODUCTS, OR
SERVICES OF THIRD PARTIES.
14.2. No oral information given by Rynoh, its agents, or employees shall create any additional
warranty. No modification or addition to this warranty disclaimer is authorized.
15. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO CASE SHALL RYNOH’S
LIABILITY EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY USER TO RYNOH IN THE TWELVE
(12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE
TO SUCH LIABILITY. IN NO EVENT WILL RYNOH BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR OTHER PECUNIARY LOSS, WHETHER
IN EQUITY OR AT LAW AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, ETC.),
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OR INABILITY TO USE
THE PRODUCTS/SERVICES, EVEN IF RYNOH HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH
DAMAGES. RYNOHSHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY COSTS OR LOSSES
INCLUDING, WITHOUT LIMITATION, ERRONEOUS OR MISPROCESSED TRANSACTIONS, LOST
FUNDS, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR
INFORMATION, THE COST OF RECOVERING SUCH DATA OR INFORMATION, MISPLACED FUNDS,
OR THE COST OF SUBSTITUTE SOFTWARE. THE LIMITATION OF LIABILITY APPLIES EVEN IF AN
EXCLUSIVE REMEDY STATED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. THIS
AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF RYNOH, ITS AFFILIATES AND YOUR EXCLUSIVE
REMEDY WITH RESPECT TO THE SERVICE AND ITS USE.
16. Indemnification. You agree to indemnify, defend and hold harmless Rynoh and its Affiliates,
officers, managers, directors, employees, members, shareholders, authorized agents and permitted
assigns (the “Rynoh Indemnified Parties”) from and against any and all claims, suits, actions or
proceedings, or any threatened claims, suits, actions or proceedings (“Claims”) filed, made or
asserted against the Rynoh Indemnified Parties (or any of them) by any third party, and any
damages, losses, fees, penalties, expenses or liabilities (including but not limited to reasonable
attorneys’ fees and court costs) which are incurred by the Rynoh indemnified Parties (or any of
them) as a result of such Claims and which arise from, are connected with, or relate to you, or your
agents, employees, or Authorized Users’: (a) gross negligence or willful misconduct; (b) breach of
your representations, warranties or covenants made or given in this Agreement; (c) violation of
applicable law; (d) violation of third party intellectual property or privacy rights; or (e) any incorrect,
inaccurate, harmful, damaging or false information received from you or any Authorized User in
connection with you or your Authorized User’s use of the Hosted Solution, including but not
limited to the amount of any funds transferred or transmitted by us or our contractors or vendors
on behalf of you or any Authorized User in connection with you or your Authorized User’s use of
the Hosted Solution.
17. Changes in Regulations. In the event Rynoh determines, in its reasonable discretion, that (i) a
change in any law causes, or would potentially cause, the Hosted Solution or any Module therein
to fail to materially comply with such laws, or (ii) a change in the rules of any financial network
used or utilized by the Hosted Solution materially affects the provision of or our ability to provide
the Hosted Solution (each of the foregoing clauses (i) and (ii), constituting a “Regulatory Change”),
upon notice to you, we shall, in our sole discretion, be entitled to: (a) change the method of
providing the affected Hosted Solution to comply with such Regulatory Change; (b) adjust the
applicable Fees to reflect any changes in our costs of providing the affected Hosted Solution
caused by compliance with such Regulatory Change; and/or (c) cease providing the affected
Hosted Solution or any Module therein if we determine it is no longer commercially reasonable
for us to continue to provide such Hosted Solution or any Module therein in light of such
Regulatory Change.
18. Confidentiality.
18.1. Confidential Information. Either party (as the “Disclosing Party”) may disclose or make
available Confidential Information to the other party (as the “Receiving Party”). “Confidential
Information” means information, data and know-how that is marked or otherwise identified
as confidential or that, given the nature of the information or the circumstances surrounding
the disclosure, would reasonably be considered to be confidential, including, without
limitation, financial or business information or data, service or product plans, programs,
systems, research, development, statistics, inventions, and the terms of this Agreement,
whether oral or in written, electronic or other media. Confidential Information does not
include information that, at the time of disclosure and as established by documentary
evidence: (i) is or becomes generally available to and known by the public other than as a
result of any breach of this Section by the Receiving Party, or its employees, consultants,
officers, directors, partners, equity holders, advisors, agents or representatives (collectively
“Representatives”); (ii) is or becomes available to the Receiving Party or its Representatives
on a non-confidential basis from a third-party source, provided that such third party is not
and was not prohibited from disclosing such Confidential Information; (iii) was known by or
in the possession of the Receiving Party or its Representatives before being disclosed by or
on behalf of the Disclosing Party; or (iv) was or is independently developed by the Receiving
Party without reference to or use of any of the Disclosing Party’s Confidential Information.
18.2. Protection of Confidential Information. The Receiving Party shall: (A) protect the
confidentiality of the Disclosing Party’s Confidential Information with at least the same
degree of care as the Receiving Party would protect its own Confidential Information of
similar kind, but in no event less than reasonable care; (B) not use the Disclosing Party’s
Confidential Information for any purpose other than to perform the Receiving Party’s
obligations or exercise its rights under this Agreement; (C) promptly report to the Disclosing
Party any unauthorized disclosure of, or access to, the Disclosing Party’s Confidential
Information; and (D) not disclose any such Confidential Information to any person or entity,
except to the Receiving Party’s Representatives who need to know the Confidential
Information for the purpose of performing Receiving Party’s obligations or exercising its
rights under the Agreement and who are subject to obligations of nondisclosure and
restricted use at least as protective as those of this Section. The Receiving Party shall be
responsible for any breach of this Section caused by any of its Representatives.
18.3. Legally Required Disclosure. If Receiving Party is required by applicable law, regulation or
legal process to disclose any Confidential Information of the Disclosing Party, Recipient shall
notify the Disclosing Party promptly so that Disclosing Party may seek a protective order or
other appropriate remedy or, in its sole discretion, waive compliance with the terms of this
Section. Recipient will furnish only that portion of the Confidential Information which
Recipient is advised by counsel is legally required to be disclosed.
18.4. Return of Confidential Information. At the Disclosing Party’s written request, or upon
termination of this Agreement, the Receiving Party shall promptly return, and shall require
its Representatives to return, to the Disclosing Party all copies, whether in written, electronic
or other form or media, of the Disclosing Party’s Confidential Information, or destroy all
such copies and certify in writing to the Disclosing Party that such Confidential Information
has been destroyed. Notwithstanding the foregoing, the Receiving Party may retain only
Confidential Information necessary for legal, accounting and archival purposes.
18.5. Remedies. In addition to all other remedies available at law, the Disclosing Party may seek
equitable relief (including injunctive relief) against the Receiving Party and its
Representatives to prevent the breach or threatened breach of this Section, without posting
bond or other security.
19. Miscellaneous.
19.1. Taxes. Each party will be solely responsible for the payment of all taxes, duties and other
governmental charges properly imposed upon it in connection with the transactions
contemplated under this Agreement.
19.2. Governing Law; Venue. Agreements between the Parties will be governed by the laws of
the State of Virginia without giving effect to any choice or conflict of law principles of any
jurisdiction. The Parties hereto agree to submit to the exclusive jurisdiction of the United
States Federal District Courts within King George County, Virginia and agree to accept
service of process by registered or certified mail, return receipt requested, in accordance
with Federal rules of civil procedure.
19.3. Notice. Each party shall deliver all notices in writing to the other party using the most
current contact information on file for each party. Each party shall deliver all notices by
personal delivery, nationally recognized overnight courier (with all fees prepaid), certified
or registered mail (in each case, return receipt requested, postage prepaid), or email (with
confirmation of transmission). A notice is effective only if the party giving the notice has
complied with the requirements of this Section, and notice will be deemed received (a)
upon receipt by the receiving party if personally delivered; (b) two business days after
deposit with an overnight courier; (c) four business days after deposit as certified or
registered mail; and (d) upon sending an email if transmission of the email is confirmed.
19.4. Assignment. This Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective successors and permitted assigns. This Agreement and any
rights or obligations hereunder may not be assigned or delegated by either party without
the prior written consent of the other party, which consent shall not be unreasonably
withheld or delayed, and any attempted assignment or delegation without such consent
will be void; provided, however, that either party may assign this Agreement in whole
without the consent of the other to any Affiliate or to any person or entity which acquires
all or substantially all of its assets or stock, whether by sale, merger or otherwise.
19.5. No Third-Party Beneficiaries. This Agreement is intended to only benefit each party and
their respective successors and permitted assigns. This Agreement does not convey any
right, benefit, or obligation to third parties.
19.6. Non-exclusivity. This Agreement is non-exclusive, and each party is free to enter into
other agreements with third parties on similar or different terms as this Agreement.
19.7. Amendments and Waivers. No amendment to any agreement between the parties will
be valid unless the amendment is in writing and signed by both parties. Waivers are valid
only if in writing and signed by the party so waiving. The failure of a party at any time to
require performance of any provision of this Agreement will not affect such party’s rights
at a later time to enforce such provision. No waiver by any party of any breach of this
Agreement will be deemed to extend to any other breach or affect in any way any rights
arising by virtue of any other breach.
19.8. Severability. Any provision of this Agreement that is determined by any court of
competent jurisdiction to be invalid or unenforceable will not affect the validity or
enforceability of any other provision of this Agreement. Any provision of this Agreement
held invalid or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.
19.9. Force Majeure. Except for your payment obligations herein, each party shall be excused
from performance under this Agreement, and shall not be liable for delay in performance
or non-performance attributable in whole or in part to any cause beyond its reasonable
control, including, without limitation, the following: (a) action or inaction of government,
whether in its sovereign or contractual capacity; (b) judicial action; (c) war, civil
disturbance, insurrection, sabotage, terrorist acts or threats, or act of public enemy; (d)
labor disputes or strikes; (e) fire, flood, storm, or other act of God; (f) pandemic or public
health emergency; (g) power outages; or (h) shortage of energy, materials, labor or
equipment.
19.10. Counterparts. All agreements between the parties may be electronically signed
separately, with each copy considered an original, and all copies forming one document.
19.11. Entire Agreement. This Agreement, including all exhibits, addenda, and schedules
contains the complete understanding between the parties concerning the subject matter
herein and supersedes all other prior or contemporaneous understandings, promises, or
agreements between the Parties.

RYNOHVERIFI ADDITIONAL TERMS
For users of the RynohVerifi module, these Additional Terms of Service (“Additional Terms”) apply.
RynohVerifi sends limited User Data (“Inquiry Data”) to the Early Warning Services, LLC. (“Early
Warning”), National Shared Database (“NSD”) through an application programming interface (“API”)
provided by U.S. Bank. The Early Warning system uses Inquiry Data to perform account status and
identity-to-account matching. RynohVerifi then receives response data (“Response Data”) from Early
Warning used to provide payment risk indicators to you.
Early Warning Services, U.S. Bank, and Rynoh are each “Providing Parties”.
1. User’s Acknowledgements
1.1. You are solely responsible for the accuracy of the Inquiry Data input and sent to Providing
Parties. You certify that you will only use Response Data for a legitimate business need in
connection with a business transaction that you or your customer have initiated that is the
subject of the Response Data.
1.2. You shall not: (a) distribute, transmit, disseminate, or disclose, in any form or by any means,
any part of the Response Data to any person or entity other than to the individual that is
subject of the Response Data in connection with disclosures required to be made under
Applicable Law (as defined below); (b) allow any third party to access the Response Data; or
(c) sell, resell, sublicense, or otherwise transfer any part of the Response Data to any other
person or entity.
1.3. If you use Response Data to take adverse action against a consumer, such consumer must be
referred to Early Warning by you for handling disputes concerning the completeness or
accuracy of any item of information contained within the Response Data. You shall comply
with all applicable provisions of the FCRA and any state equivalent in handling such disputes
and making such disclosures.
1.4. You acknowledge that Providing Parties are not credit reporting agencies. You, not the
Providing Parties, shall comply with all applicable provisions of the Fair Credit Reporting Act
and any state equivalent applicable to persons who procure consumer reports.
1.5. You shall not refuse or decline a transaction based solely on the following Response Data: No
Information; No Known Information; Not Located or other materially similar responses.
2. Response Data. You shall not merge, aggregate, or compile Response Data into any other
database for use in connection with future inquiries. You shall not retain or store Response Data
except to the extent necessary to comply with Applicable Law. For as long as Response Data is in
your possession, you shall be responsible for the continuing protection of such Response
Data. You shall not store or access Response Data outside of the United States.
3. Moral Turpitude. You shall not permit any of your directors, officers, employees, contractors,
subcontractors, attorneys, auditors and accountants, to access RynohVerifi if the person has been
convicted of a crime in connection with: (a) a dishonest act, breach of trust, or money laundering,
or has agreed to enter into a pretrial diversion of similar program in connection with a
prosecution of such offense, as described in Section 19 of the Federal Deposit Insurance Act, 12
U.S.C. § 1829(a); or (b) a felony.
4. No Warranty. You acknowledge and agree that Early Warning and U.S. Bank are not agents of
Rynoh. The Providing Parties make no representation or warranty and assume no liability with
respect to the Response Data, including, but not limited to, the accuracy, completeness,
timeliness or usefulness, of such Response Data. In addition, the Providing Parties assume no
liability for errors in the Response Data. Providing Parties provides Response Data as an
indicator of the potential risk associated with data received from the Providing Parties; however,
no Response Data shall be interpreted by you as indicating no risk and the Providing Parties
make no such guarantee. You use Response Data at your own risk, and you agree that the
Providing Parties shall have no liability with respect to Response Data.
5. Suspension or Termination of RynohVerifi. The Providing Parties may suspend or terminate
the provision of Response Data to you if you do not comply with the requirements of these
Additional Terms, or if the Providing Parties are unable to verify your compliance to the
Providing Parties’ reasonable satisfaction.
6. Authorization. You authorize Providing Parties to use data submitted in an inquiry for the
purpose of: (a) preparing statistical reports and conducting data analytics, parsing routines, data
modeling, and other analyses to test and evaluate services; (b) developing and providing new
services or enhancements to existing services; and (c) developing and providing services to third
parties engaged in the business of offering identity theft protection services to consumers,
provided that no personally identifiable information shall be returned to any such third
parties. The reports and results of the analyses described in clause (a) may be provided to other
parties, provided that such reports and analyses do not identify specific data with respect to any
party.
7. Indemnification. You agree to indemnify, hold harmless and defend the Providing Parties and
their directors, officers, and employees, and their agents and successors, from and against any
and all claims made by any third party and all related losses, expenses, damages, costs and
liabilities, including reasonable attorneys’ fees and expenses incurred in the investigation or
defense (“Damages”), to the extent such Damages arise out of or relate to the following: (a) any
breach of any representation, warranty, or covenant of these Additional Terms by you; (b) any
errors in your transmission of Inquiry Data; or (c) any improper or unlawful use of Response Data
by you.
8. Audit. The Providing Parties shall have the right, during normal business hours, and not more
than once per calendar year, upon reasonable advance notice, to review your relevant processes
and procedures to verify Participant’s compliance with the terms of the Additional Terms. This
includes a review of the inquiries processed and related transactions or transaction decisions.
9. Termination. In addition to the termination rights provided to the Providing Parties in these
Additional Terms, Rynoh may terminate or suspend RynohVerifi immediately if any Response
Data provided to you is used or disclosed: (a) contrary to the Additional Terms; (b) in violation of
any Applicable Law pertaining to the use of RynohVerifi; or (c) you experience any incident that
jeopardizes the security of any Response Data in your possession.
10. Security Breach Procedures. In the event of a breach in security resulting in actual or suspected
loss of or unauthorized access to Response Data, you shall: (a) immediately notify Early Warning
by calling (877) 275-7774, Option 4 and notify Rynoh by contacting its relationship manager,
support@rynoh.com and legal@porch.com; (b) conduct a forensic examination to determine to
what extend Response Data was compromised; (c) provide to the Providing Parties, in writing,
details concerning the breach, including: (i) nature and impact of the breach, (ii) assessment of
immediate risk due to the breach, (iii) corrective actions already taken, and (iv) corrective actions
to be taken; (d) cooperate with the Providing Parties and any regulators or law enforcement to
assist in regaining possession of the Response Data and in preventing its further unauthorized
use and to notify affected consumers if required by Applicable Law; and (e) take measures to
restore and enhance its security policies and procedures to avoid further breaches. Further, you
will reimburse the Providing Parties for any costs incurred due to such loss or unauthorized
access.
11. Third-Party Beneficiaries. The Providing Parties retain the right to enforce these Additional
Terms, and the Providing Parties are third-party beneficiaries of the Additional Terms.
12. Attorneys’ Fees. If any of the Providing Parties take legal action against you as a result of your
violation of the Additional Terms, the Providing Parties will be entitled to recover, and you agree
to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief
granted to the Providing Parties.
13. Class Action Waiver. Any Dispute will be conducted only on an individual basis and not in a
class, consolidated or representative action or arbitration or as a named or unnamed member in
a class, consolidated, representative or private attorney general legal action. Your access and
continued use of RynohVerifi signifies your explicit consent to this waiver.