Enterprise Master Services Agreement

This Enterprise Master Services Agreement (the "Agreement" or "MSA") is entered into by and between 403 Finance, Inc., a Delaware corporation with offices at 1111B S Governors Ave, Ste 92573, Dover, DE 19904, USA ("403 Finance," "we," "us," or "our"), and the customer identified in the first Order executed under this Agreement (the "Customer," "you," or "your"). This Agreement governs your access to and use of Transmute, our hosted, usage-metered application programming interface for converting and normalizing financial messages between SWIFT MT and ISO 20022 formats, together with the related dashboard, Documentation, and supporting services (collectively, the "Service").

This Agreement is effective as of the effective date of the first Order that references it (the "Effective Date"). It is intended for negotiated enterprise engagements and takes the place of our self-serve Terms of Service for customers who contract on this paper.

1. Structure and Order of Precedence

(a) Framework agreement. This Agreement sets out the general terms that govern the relationship between the parties. It does not by itself commit either party to any transaction. The Service is ordered under one or more Orders (as defined below), each of which incorporates this Agreement by reference and, once executed, forms part of this Agreement.

(b) Orders control commercial terms. Each Order describes the specific Service, Plan, volumes, fees, term, and other commercial terms for that transaction. In the event of a conflict between an Order and the body of this Agreement, the Order controls, but only with respect to the commercial and deal-specific terms expressly stated in that Order, and only for the transaction described in that Order.

(c) Incorporated documents. This Agreement incorporates the following, each of which applies to your use of the Service: (i) the Data Processing Addendum described in Section 7 (the "DPA"), which is auto-incorporated into this Agreement and controls for all data-protection matters; (ii) the Acceptable Use Policy published by 403 Finance (the "AUP"); and (iii) the Support and Availability Policy published by 403 Finance (the "Support Policy"), which applies unless the applicable Order varies it. The published AUP and Support Policy apply as published, as updated from time to time in accordance with their terms, unless an Order expressly provides otherwise.

(d) Order of precedence. In the event of a conflict, the following order of precedence applies: (i) the applicable Order (for the commercial terms it expressly states); (ii) the DPA (which controls for data-protection matters); (iii) the body of this Agreement; (iv) the AUP; and (v) the Support Policy. The Security Overview, the Privacy Policy, and the Exit and Termination Assistance Statement are informational notices and are not contract terms.

(e) Self-serve Terms do not apply. For so long as you contract under this Agreement, our self-serve Terms of Service do not apply to your use of the hosted Service. This Agreement, together with the documents it incorporates and your executed Orders, is the entire agreement between the parties for the hosted Service, as further described in Section 15.

2. Definitions

Capitalized terms have the meanings given below or where first defined in this Agreement. Terms used in an Order that are defined here have the same meaning in that Order unless the Order expressly provides otherwise.

(a) "Service" means Transmute — our hosted SWIFT MT and ISO 20022 message conversion, normalization, and validation application programming interface, together with the associated customer dashboard, and any related tools, features, and updates we make available to you as a hosted offering.

(b) "Message Content" means the financial messages, files, data, and other content that you or your authorized users submit to the Service for conversion, normalization, or validation, in any format.

(c) "Output" means the converted, normalized, or validated messages, files, warnings, validation results, and other data that the Service returns to you in response to your submission of Message Content.

(d) "Usage Metadata" means the operational and metering records the Service generates about your use of it — including message type, message size, processing duration, request timestamp, response status, warning counts, and the other counts we use for metering and billing — but excluding Message Content and Output.

(e) "Documentation" means the technical and usage documentation for the Service that we make generally available, including our API reference and developer guides, as updated from time to time.

(f) "API Credentials" means the API keys, OAuth client secrets, session tokens, and other authentication credentials issued to you or generated by you for access to the Service.

(g) "Order" means a mutually executed ordering document (including an order form or statement of work) that references this Agreement and that identifies, as applicable, the deployment model, Plan, licensed environment, included volumes, overage rates, committed term, fees, billing frequency, payment method, currency, support tier or service-level attachment, and any other commercial terms applicable to a transaction. Each executed Order is incorporated into and forms part of this Agreement.

(h) "Plan" means the tier or configuration of Service identified in an Order, with the included volumes, rate limits, features, and price stated in that Order or, where the Order so provides, on our pricing page and in our Documentation.

(i) "Affiliate" means, with respect to a party, any entity that controls, is controlled by, or is under common control with that party, where "control" means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the entity.

(j) "Customer Affiliate" means an Affiliate of Customer that is permitted to use the Service under a Customer Order, as described in Section 2(k).

(k) Customer Affiliates. A Customer Affiliate may access and use the Service under an Order executed by Customer if the Order so provides or if Customer authorizes that access. Customer remains fully responsible and liable for each Customer Affiliate's access to and use of the Service, for all acts and omissions of each Customer Affiliate as if they were Customer's own, and for all fees arising from that use. References to "you" and "your" include Customer Affiliates where the context requires. A Customer Affiliate may also enter into its own Order under this Agreement, in which case that Affiliate is treated as the "Customer" for that Order.

3. The Service; Service Levels

(a) Provision of the Service. Subject to this Agreement and the applicable Order, we will make the hosted Service available to you in accordance with the Documentation during the term of the applicable Order. We grant you, during that term, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service and the Documentation for your internal business purposes and those of your Customer Affiliates.

(b) Availability and support. Operational availability and support are provided in accordance with the Support Policy, unless the applicable Order specifies a credit-bearing service-level agreement. Any credit-bearing service-level agreement is an Order-level attachment: where an Order attaches an Enterprise SLA, that attachment governs availability commitments, measurement, and service credits for the Service under that Order, and prevails over the Support Policy to the extent of any conflict. Service-level credits, if any, are set out solely in that attachment and are not otherwise available under this Agreement.

(c) Stateless architecture. The Service is designed to be stateless with respect to Message Content. We process Message Content in memory to serve your request and do not persist or log message bodies, except for exactly two purposes: (i) a short-lived idempotency response cache, keyed by a hash of the request body (raw bodies are never stored), with a twenty-four (24) hour maximum time-to-live; and (ii) an asynchronous batch job store, in which inputs and results are stored only as encrypted ciphertext, inputs are purged on completion of the batch item, and results are retained for a default of one hour and no longer than a customer-configurable maximum of twenty-four (24) hours, with purge available on demand. This stateless architecture is a core characteristic of the Service.

(d) Usage Metadata. We generate Usage Metadata to operate, secure, meter, and bill the Service. Usage Metadata excludes Message Content and Output. Our observability surfaces, including metrics and any traces, carry only body-free request metadata.

(e) Dedicated Capacity. An Order may specify Dedicated Capacity — infrastructure provisioned exclusively for your tenant to support negotiated throughput above the standard Plan limits. Where an Order specifies Dedicated Capacity, we begin provisioning it after the Order becomes effective and we have received the associated fees, and provisioning has a lead time of ten (10) business days unless the Order states otherwise. The fees for Dedicated Capacity, the committed throughput, and any committed term for it are as stated in the Order.

4. Fees; Invoicing; Taxes

(a) Fees. You will pay the fees stated in each Order for the Service ordered under it, including any subscription, committed-volume, or license fees and any metered overage. Fees are as set out in the Order; where an Order references our pricing page for a rate, that rate applies as stated on the pricing page at the time of the Order. Except as expressly provided in an Order or in Section 6 of this Agreement, all fees are non-refundable and payment obligations are non-cancelable.

(b) Prepayment of the initial term; commencement on cleared funds. The fees for the initial term of each Order are due on execution of that Order, and the Service (and any License Key, where the Order is for the self-hosted Software) commences only after we receive those fees in cleared funds. Net-30 payment terms — under which you pay each undisputed invoice within thirty (30) days after the invoice date — apply only to subsequent invoices, meaning invoices for renewal terms, metered overage, and true-ups. As an alternative, an Order may instead provide for net-30 payment terms from commencement, together with a security deposit in the amount stated in the Order, which we hold against unpaid amounts and refund at the end of the term to the extent not applied. Subscription and committed fees are billed in advance for the applicable period; metered overage is billed in arrears based on our metering records. The Order may specify a different payment method (including card, direct debit by ACH, SEPA, or Bacs, or invoice), billing frequency, and currency.

(c) Late payment. Amounts not paid when due are past due. Past-due amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law from the due date until paid, and you are responsible for reasonable costs of collection. We may condition continued or restored access on payment of past-due amounts. You may withhold payment of a specific charge that you dispute in good faith, provided that you notify us of the dispute before the due date, pay all undisputed amounts when due, and cooperate to resolve the dispute promptly.

(d) Taxes. All fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods-and-services, withholding, and similar taxes and duties imposed on the transaction, excluding taxes based on our net income. If you are required by law to withhold any taxes from a payment to us, you will gross up the payment so that we receive the full amount invoiced. If you are exempt from a tax, you must provide valid documentation of your exemption.

(e) Metering records. We generate metering records (our usage event records) that count your billable use of the Service. Those records are the system of record for quotas, rate limiting, and billing, and are conclusive absent manifest error. A conversion request that the Service accepts and processes is billable even if the conversion produces warnings or is not successful.

(f) Committed volume and true-up. Where an Order specifies a committed volume, minimum commitment, or annual true-up, the fees, overage rates, and reconciliation for that commitment are as stated in the Order. Absent a contrary provision in the Order, committed and prepaid amounts are non-refundable, unused committed volume does not roll over between periods, and overage above included or committed volume is billed at the overage rate stated in the Order.

5. Term; Suspension; Termination

(a) Term of this Agreement. This Agreement takes effect on the Effective Date and continues for as long as any Order remains in effect, unless terminated earlier as provided below. Expiration or termination of an individual Order does not terminate this Agreement while any other Order remains in effect.

(b) Order terms; automatic renewal. Each Order continues for the committed term stated in it and, unless the Order provides otherwise, automatically renews for successive periods equal to its committed term unless either party gives the other written notice of non-renewal at least sixty (60) days before the end of the then-current term. Any change to the renewal rates requires at least sixty (60) days' advance written notice before the start of the renewal term; if we do not give such notice, the rates in effect for the then-current term continue for the renewal term.

(c) Suspension. We may suspend your access to the Service, in whole or in part, where: (i) an undisputed amount is past due after we have given you notice and a reasonable opportunity to pay; (ii) you materially violate the AUP or this Agreement; (iii) there is a security, sanctions, or legal risk; or (iv) suspension is required to comply with law or a governmental order. We will limit the scope and duration of any suspension to what is reasonably necessary and will restore access when the cause is resolved.

(d) Termination for cause. Either party may terminate this Agreement or any affected Order for cause if the other party materially breaches this Agreement or that Order and fails to cure the breach within thirty (30) days after receiving written notice describing the breach. Either party may terminate immediately, on written notice, if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy, receivership, or similar proceeding that is not dismissed within sixty (60) days. We may terminate immediately for your breach of the AUP where the breach presents a security risk, or for your breach of Section 14 (Export Controls and Sanctions).

(e) Termination for convenience. Neither party may terminate an Order for convenience except where the Order expressly provides for termination for convenience, in which case termination is on the terms stated in the Order. Absent such a provision, each Order is non-cancelable for its committed term except for cause under Section 5(d).

(f) Effect of termination. On termination or expiration of an Order: (i) your right to access the Service under that Order ends and the associated API Credentials are revoked; (ii) any Message Content or Output held in the short-lived idempotency cache or the batch job store is purged in the ordinary course within the applicable time-to-live windows described in Section 3(c) (each no longer than twenty-four (24) hours), or sooner on your request, such that customer payloads self-destruct within twenty-four (24) hours; and (iii) we may retain Usage Metadata and billing records in accordance with our Privacy Policy and applicable recordkeeping requirements. On termination of this Agreement, all Orders then in effect terminate. Provisions that by their nature should survive will survive as described in Section 15.

6. Product Disclaimers

You acknowledge and agree to the following, which are fundamental to how the Service works and to the allocation of responsibility between the parties. These disclaimers apply notwithstanding anything else in this Agreement.

(a) Not a payment processor. The Service converts and normalizes message formats. It is not a payment processor, money transmitter, or financial institution. We do not hold, settle, transmit, clear, or otherwise move funds, and nothing we provide effects a payment.

(b) Not connected to the SWIFT network. The Service is not connected to, and does not send or receive messages over, the SWIFT network or any payment network or scheme. It converts message formats only. Output is returned to you, and you are solely responsible for any onward transmission, submission, or use of Output.

(c) "As-converted" basis; no guarantee of losslessness. Conversion is provided on an "as-converted" basis. We do not guarantee that a conversion is lossless or that all information in the input is fully represented in the Output. The Service emits warnings to flag conversion behavior that may require attention. You must review the Output, including all warnings, before any operational, downstream, or production use.

(d) Validation is informational. Where the Service validates a message, a successful validation result is informational only. It does not guarantee that any bank, financial institution, network, scheme, or counterparty will accept the message, and it does not constitute a determination that the message is fit for any particular purpose. Behavior may change as annual SWIFT Standards Releases and related specifications are updated.

(e) SWIFT trademark; no affiliation. "SWIFT" is a trademark of S.W.I.F.T. SCRL. We use it only nominatively, to describe the message formats the Service converts. 403 Finance is not affiliated with, endorsed by, sponsored by, or certified by S.W.I.F.T. SCRL, and nothing in the Service implies any such relationship.

(f) Customer must verify Output. You are responsible for your Message Content, for your configuration and use of the Service, and for your review and use of Output. You must not rely on the Service as your sole control over the correctness, completeness, or acceptability of any financial message, and you must independently verify Output, including all warnings, before any operational use.

7. Data Protection

(a) Roles. With respect to personal data contained in Message Content, you act as the controller (or equivalent) and we act as your processor (or equivalent). We process such personal data only to provide the Service and on your documented instructions, as set out in the DPA.

(b) DPA incorporated. The DPA is auto-incorporated into and forms part of this Agreement and is binding without the need for a separate signature. The DPA governs the parties' respective obligations regarding personal data, including security measures, sub-processing, assistance, breach notification, and international transfers, and includes the applicable standard contractual clauses and the UK and Swiss addenda. If your procurement process requires a signed data processing agreement, an execution copy of the DPA is available on request by emailing legal@403fin.io; the incorporated DPA governs whether or not a separate copy is signed.

(c) Sub-processors. Our list of sub-processors is maintained under the DPA. Changes to the sub-processor list, the applicable advance-notice period, and your right to object to a new sub-processor are governed by the DPA.

(d) Security commitments. Our technical and organizational security measures for the Service are those set out in Annex II to the DPA, as updated from time to time in accordance with the DPA. Those measures are our security commitments under this Agreement.

(e) DORA / ICT addendum. For customers that are financial entities subject to the EU Digital Operational Resilience Act (DORA) or comparable ICT-outsourcing requirements, a DORA / ICT Outsourcing Addendum is available and, where executed or attached to an Order, supplements this Agreement with the applicable resilience, audit, subcontracting, and exit provisions. Ask us or reference the addendum in your Order to include it.

8. Warranties

(a) Mutual authority. Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and each Order and to perform its obligations, and that this Agreement and each Order, when executed, is a valid and binding obligation of that party.

(b) Service warranty. We warrant that, during the term of the applicable Order, the Service will operate materially in accordance with the Documentation. Your exclusive remedy, and our sole obligation, for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity; if we cannot do so within a reasonable time, you may terminate the affected Order and receive a refund of your prepaid, unused fees for the terminated Order, calculated as those prepaid, unused fees multiplied by the lesser of (i) the unelapsed portion of the then-current term and (ii) the unconsumed portion of the included entitlement for that term. Overage fees are not refundable.

(c) Customer warranty regarding Message Content. You represent and warrant that, for all Message Content you submit: (i) you have all rights, consents, and permissions necessary to submit it to the Service and to have us process it as described in this Agreement and the DPA; (ii) you have a lawful basis for all processing, including for any personal data of third parties (such as names, account identifiers, and addresses) contained in the Message Content; and (iii) your submission and our processing of it as instructed do not violate any law or the rights of any person.

(d) Availability target is not a warranty. Any operational availability or uptime figure stated in the Support Policy or elsewhere is a target only, unless an Order attaches a credit-bearing service-level agreement, in which case that attachment governs. Absent such an attachment, no availability figure is a warranty, guarantee, or service-level agreement, and none entitles you to service credits.

(e) Disclaimer. Except for the express warranties in this Section, the Service, Output, Documentation, and all related materials are provided "AS IS" and "AS AVAILABLE." To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted or error-free, that conversions will be lossless, or that Output will be accepted by any bank, network, scheme, or counterparty. The Service and its Output do not constitute legal, regulatory, compliance, financial, tax, accounting, or investment advice.

9. Indemnities

(a) 403 Finance IP indemnity. We will defend you against any third-party claim alleging that the unmodified Service, as provided by us and used by you in accordance with this Agreement, infringes that third party's patent, copyright, or trademark, or misappropriates its trade secret, and we will pay the damages and reasonable attorneys' fees finally awarded against you, or agreed by us in settlement, for such a claim.

(b) Exclusions. We have no obligation under Section 9(a) for any claim to the extent it arises from: (i) the combination of the Service with products, services, data, or processes not provided by us, where the claim would not have arisen but for the combination; (ii) any modification of the Service not made or authorized by us; (iii) your Message Content or other data; or (iv) your continued use of an allegedly infringing version of the Service after we have made available a non-infringing modification or replacement.

(c) Remedies. If the Service is, or in our reasonable opinion is likely to become, the subject of an infringement claim, we may, at our option and expense: (i) modify the Service so that it is non-infringing while retaining materially equivalent functionality; (ii) procure the right for you to continue using the Service; or (iii) if neither of the foregoing is commercially reasonable, terminate the affected Order and refund the pro-rata portion of any prepaid, unused fees for the terminated portion of the then-current term.

(d) Sole remedy; cap. Sections 9(a) through 9(c) state our entire liability, and your sole and exclusive remedy, for any claim that the Service infringes or misappropriates any third-party intellectual property right. Our obligations under this Section are subject to the limitation of liability in Section 10.

(e) Customer indemnity. You will defend, indemnify, and hold harmless 403 Finance and its officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, costs, and reasonable attorneys' fees, arising out of or relating to: (i) your Message Content, including any claim that it, or our processing of it as instructed by you, infringes or misappropriates any right or violates any law; (ii) your breach of the warranties in Section 8(c); (iii) your violation of the AUP; (iv) your use of, or reliance on, Output, including any onward transmission, submission, or downstream use of Output; and (v) your failure to perform any sanctions screening, transaction monitoring, anti-money-laundering, or other regulatory obligation that is your responsibility under Section 14.

(f) Indemnification procedure. The party seeking indemnification (the "indemnified party") will: (i) promptly notify the indemnifying party in writing of the claim (provided that a delay in notice reduces the indemnifying party's obligations only to the extent it is prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim, except that any settlement that imposes a non-monetary obligation on, or admits fault of, the indemnified party requires that party's prior written consent (not to be unreasonably withheld); and (iii) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense with its own counsel at its own expense.

10. Limitation of Liability

(a) Exclusion of indirect damages. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, or anticipated savings, or for any loss or corruption of data, in each case arising out of or relating to this Agreement or the Service, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose.

(b) Cap on liability. To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to this Agreement and the Service, whether in contract, tort (including negligence), strict liability, or otherwise, will not exceed the total fees paid or payable by you to us under the applicable Order during the twelve (12) months immediately preceding the event giving rise to the liability.

(c) Carve-outs. The cap in Section 10(b) and the exclusion of indirect damages in Section 10(a) do not apply to: (i) your payment obligations under Section 4; (ii) your indemnification obligations under Section 9(e); (iii) your breach of the license or use restrictions applicable to the Service; and (iv) either party's breach of applicable export-control or sanctions laws (Section 14). Our IP indemnity under Section 9(a) remains expressly subject to the exclusion in Section 10(a) and the cap in Section 10(b).

(d) Application. The limitations and exclusions in this Section apply to the maximum extent permitted by law and reflect the agreed allocation of risk between the parties. Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited.

11. Confidentiality

(a) Confidential Information. "Confidential Information" means non-public information disclosed by one party (the "disclosing party") to the other (the "receiving party") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including the terms and pricing of each Order, your API Credentials, and the non-public features and performance of the Service. Message Content and personal data are governed by Section 7 and the DPA rather than by this Section.

(b) Obligations. The receiving party must: (i) use the disclosing party's Confidential Information only to exercise its rights and perform its obligations under this Agreement; (ii) protect it using at least the same degree of care it uses for its own confidential information of similar nature, and no less than reasonable care; and (iii) not disclose it to any third party except to its personnel, Affiliates, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these.

(c) Exclusions. Confidential Information does not include information that the receiving party can show: (i) is or becomes public through no fault of the receiving party; (ii) was known to it without a duty of confidentiality before disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

(d) Duration. The obligations in this Section continue for three (3) years after disclosure of the relevant Confidential Information, except that, with respect to any Confidential Information that constitutes a trade secret, the obligations continue for five (5) years after disclosure or for so long as the information remains a trade secret under applicable law, whichever is longer.

(e) Compelled disclosure. The receiving party may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, it gives the disclosing party prompt notice and reasonable cooperation so the disclosing party may seek a protective order or other relief, and it discloses only the portion of Confidential Information legally required.

12. Insurance

403 Finance does not currently maintain, and does not commit in this Agreement to maintain, any specific insurance coverage. Where an Order requires specified insurance coverage, the required types and limits are stated in that Order and priced accordingly. On your written request in connection with an Order, we will disclose our then-current insurance position.

13. Publicity

(a) No use of marks without consent. Neither party may use the other party's name, logo, or trademarks in any advertising, marketing, press release, or public statement without that party's prior written consent, except as expressly permitted in this Section or by an Order.

(b) Customer identification. We may identify you as a customer of the Service, and use your name and logo for that purpose, only with your prior written approval, which you may grant or withhold in your discretion and may revoke on reasonable notice. Nothing in this Section restricts either party's disclosure of the existence or terms of this Agreement as permitted under Section 11 (including to advisors, or as required by law).

14. Export Controls and Sanctions

(a) Mutual representations. Each party represents and warrants that it will comply with all applicable export control, economic sanctions, and anti-money-laundering laws and regulations in its use and provision of the Service.

(b) Restricted-party representation. You represent and warrant that you, and any person that owns fifty percent (50%) or more of you (individually or in the aggregate) or that controls you, are not: (i) listed on the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) List of Specially Designated Nationals and Blocked Persons or any other U.S., EU, or UK restricted- or denied-party list; or (ii) organized under the laws of, ordinarily resident in, or located in any territory or country that is the target of comprehensive sanctions or embargo. You will not access or use the Service from, or on behalf of any person in or ordinarily resident in, any such territory, and you will not export, re-export, or provide the Service or its Output in violation of applicable export control or sanctions laws.

(c) No screening by us; your regulatory obligation. The Service converts message formats and does not inspect, screen, or filter Message Content for sanctions, anti-money-laundering, fraud, or other regulatory purposes. Any sanctions screening, transaction monitoring, anti-money-laundering compliance, and related regulatory obligations with respect to Message Content and any resulting transactions are exclusively your responsibility as the regulated party, and we do not perform and are not responsible for them.

(d) Termination. We may suspend or terminate your access to the Service immediately if we reasonably believe that your use violates, or that continued provision would cause us to violate, any export control or sanctions law, or if you become a restricted party.

15. General

(a) Governing law. This Agreement and each Order, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules, and, to the extent applicable, the federal laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

(b) Venue; no arbitration. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, each Order, or the Service, and each party consents to the personal jurisdiction of, and venue in, those courts. This Agreement does not require arbitration of disputes.

(c) Notices. Legal notices under this Agreement must be in writing and sent to the other party at the address stated in the applicable Order or, for 403 Finance, by email to legal@403fin.io with a copy by mail to 403 Finance, Inc., 1111B S Governors Ave, Ste 92573, Dover, DE 19904, USA. Notices are effective on receipt (or, for email, on confirmed transmission during a business day). Operational and account notices may be given by email to the account contact or through the dashboard.

(d) Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement, on notice and without the other's consent, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

(e) Force majeure. Neither party is liable for any delay or failure to perform (other than a payment obligation) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemics, failures of the internet or of third-party infrastructure, and failures of utilities or telecommunications.

(f) Independent contractors. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, or employment relationship, and neither party has authority to bind the other.

(g) Severability; waiver. If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will remain in full force and effect. No failure or delay in exercising any right operates as a waiver; a waiver is effective only if in writing and signed by the waiving party.

(h) Entire agreement. This Agreement, together with the documents it incorporates and all executed Orders, constitutes the entire agreement between the parties regarding the hosted Service and supersedes all prior or contemporaneous agreements, proposals, and communications on that subject, including our self-serve Terms of Service. No pre-printed or click-through terms on any purchase order, vendor portal, or ordering document of yours will apply or modify this Agreement, and any such terms are rejected and of no effect.

(i) Counterparts; electronic signature. This Agreement and each Order may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. The parties may execute and deliver this Agreement and each Order by electronic signature and electronic transmission, which are treated as original signatures.

(j) Survival. Provisions that by their nature should survive termination will survive, including Sections 4 (as to accrued fees), 5(f), 6, 7 (as to completed processing), 8(e), 9, 10, 11, 13, 14, and 15.

Signatures

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

Change History

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