SafeChain Financial Customer Click-Through Agreement

This Customer Click-Through Agreement (this “Agreement”), is a binding agreement between SafeChain Financial Inc., a Delaware corporation (“SafeChain”), and the person or entity who is agreeing to be bound by clicking the “Accept” button (“Customer”, and together with SafeChain, the “Parties”, and each, a “Party”). The date that the Customer clicks the “Accept” button is the “Effective Date” of this Agreement.

SAFECHAIN PROVIDES THE SAFECHAIN PRODUCTS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE "ACCEPT" BUTTON THE CUSTOMER (A) ACCEPTS THIS AGREEMENT AND AGREES THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) CUSTOMER IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CUSTOMER IS A CORPORATION, LIMITED LIABILITY COMPANY, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, THE PERSON CLICKING THE “ACCEPT” BUTTON HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, SAFECHAIN WILL NOT AND DOES NOT LICENSE THE SAFECHAIN PRODUCTS TO CUSTOMER AND YOU MUST NOT ACCESS THE SAFECHAIN PRODUCTS.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

  1. Definitions. Capitalized terms shall have the meanings set forth in this Section 1 or elsewhere in the Agreement.

“Add-on Features/Modules” means enhancements of the SafeChain Products that are released by SafeChain after the Effective Date that contains new product functionality and features of the SafeChain Products.

“Buyer Data” means all data that a potential buyer enters into or supplies for processing on the SafeChain Products. Buyer Data does not include Customer or Seller Data.

“Customer Data” means all data that Customer enters into or supplies for processing on the SafeChain Products. Customer Data does not include Buyer or Seller Data.

“Documentation” shall mean such manuals and other standard end user materials, whether in written, printed, electronic or other format, that SafeChain generally makes available to its customers related to the functionality, operation and use of SafeChain Products.

“Intellectual Property Rights” means all United States and foreign patents, patent applications, copyrights, trademarks, trade names, trade secrets, inventions, business models, know how, industrial processes, computer program code, designs, product designs, research, brand development, message positioning and other industrial or intangible property rights of a similar nature, and other Confidential Information.

“SafeChain Products” means SafeWire, other software provided by SafeChain, and any third-party software, hardware, network, and the interfaces necessary to deliver technology products and services provided by SafeChain, which may be installed on Customer hardware or delivered over the internet, and as may be further described in separate documentation between SafeChain and Customer.

“Seller Data” means all data that a potential seller enters into or supplies for processing on the SafeChain Products. Seller Data does not include Customer or Buyer Data.

“Software” means SafeChain proprietary computer programs in object code form or firmware that is either provided to Customer or hosted by SafeChain and provided to Customer over the internet, in each case which is owned or licensed by SafeChain and licensed to Customer under the terms of this Agreement.

“Support Services” shall mean the maintenance and support services provided by SafeChain to Customer.

“Updates” means bug fixes, error corrections, workarounds, modifications, and certain enhancements, including any related Documentation, released during the term of this Agreement that SafeChain determines in its reasonable discretion to make generally available to its customers who receive basic support and maintenance services for SafeChain Products and specifically excludes Add-on Features/Modules.

  1. Transactions.

    1. Description. SafeChain shall perform the following services for Customer (collectively, the “Transactions”) via the SafeChain Products and upon the terms and conditions set forth in this Agreement. Accordingly, SafeChain shall:

      1. digitally verify users’ identity using a multifactor authentication;

      2. verify Seller Data, specifically bank account and wire information, and provide such wire information to the title agency/company; and

      3. provide title officers a visual indicator confirming or assessing issues with the users’ identity.

The SafeChain Products do not interact with government databases in order to ensure the legitimacy of supplied driver’s licenses or other government issued identification. The SafeChain Products do not interact with credit reporting agencies, banks or other financial institutions to check credit scores or to confirm bank account information.

    1. Updates; Add-on Features/Modules. SafeChain shall provide Updates as are required to keep the Transactions in conformance with the functional requirements set forth herein. SafeChain will, in its sole discretion, determine the nature, content, timing, and release of any Updates. Any order for an Add-on Feature/Module made by Customer and accepted by SafeChain will be subject to a separate agreement or addendum hereto under terms mutually agreed upon by the Parties.

    2. Support Services. SafeChain will provide Support Services on the SafeChain Products pursuant to its support policies.

  1. License.

    1. License. Subject to and conditioned upon Customer’s compliance with its obligations under this Agreement, SafeChain grants to Customer a limited, nontransferable, non-exclusive license for the term of this Agreement as necessary to use or receive the Transactions included in this Agreement for the sole purpose of supporting the operations of Customer’s business, all as further described herein. Notwithstanding anything to the contrary, Customer may not (i) resell any Software or Support Services used in connection with the Transactions or (ii) process and/or analyze the data of a third-party as a service bureau or for any affiliate that has not executed an addendum to this Agreement.

    2. Ownership of SafeChain Products and Software. All materials provided by SafeChain to Customer with respect to the Transactions, including but not limited to the Software, materials, proprietary data, proprietary documentation associated with the Transactions, and any proprietary information developed or provided by SafeChain, including but not limited to all of SafeChain’s copyrights, trademarks, patents, trade secrets, know-how, and any other Intellectual Property Rights inherent in and appurtenant to the SafeChain Products or Support Services, shall remain the sole and exclusive property of SafeChain. Except for any Customer Data and Confidential Information provided by Customer under this Agreement, and subject to any third-party rights or restrictions, SafeChain will own all Intellectual Property Rights in or related to all deliverables that are developed or delivered by SafeChain hereunder. SafeChain and Customer will execute such other and further instruments reasonably requested by the other Party which are necessary to give effect to the provision of this Section or to perfect an interest allocated herein. Customer shall not: (i) alter or modify any part of the SafeChain Products or Software, (ii) copy or duplicate or permit a third party to duplicate any aspect of the SafeChain Products or Software, (iii) decipher, reverse engineer, decompile, disassemble or otherwise reduce or attempt to derive source code, algorithms, tags, specifications, architecture or other elements of the SafeChain Products or Software, or (iv) sublicense, sell, transfer, lease or disclose the SafeChain Products or Software to any third party. The provisions of this Section will survive the expiration or termination of this Agreement.

  2. Fees.

    1. Fees. Customer shall subscribe to the SafeChain Products and purchase the Transactions as follows: (i) monthly subscription fee: $299.00; (ii) first 500 Transactions in a month: included in the $299 monthly subscription fee; (iii) every Transaction over 500 in a month: $1.50 per Transaction.

    2. Time of Payment. Payments due and payable to SafeChain shall be collected by SafeChain via automatic debiting from Customer’s checking account(s). Customer agrees to execute any documentation necessary for same.

    3. Taxes. Customer shall be responsible for the payment of all applicable taxes associated with this Agreement or its use of the Transactions (other than taxes based on SafeChain’s income), including, but not limited to, personal property taxes, import taxes, taxes on telecommunication services, information services, data processing services or similar governmental charges that may be assessed by any jurisdiction, whether based on gross revenue or delivery of products or services. If SafeChain is required to pay any such taxes directly, Customer shall, upon receipt of a SafeChain invoice, reimburse SafeChain for any amount that SafeChain has paid.

    4. Past Due Amounts. Any past due amounts will bear interest until paid at a rate of interest equal to the lesser of (i) the prime rate established from time to time by Citibank of New York plus two percent (2%), or (ii) the maximum rate of interest permitted by applicable law.

  3. Term.

    1. Term. The term of this Agreement shall have an initial term of one (1) year beginning on the Effective Date (the “Initial Term”), and shall automatically renew for successive one (1) year terms thereafter.

    2. Termination for Cause. If either Party materially defaults in the performance of any of its duties or obligations under this Agreement (except for a default in payments to SafeChain which will be governed by Section 5(c)), which default is not substantially cured within thirty (30) days after written notice is given to the defaulting Party specifying such default or, with respect to those defaults that cannot reasonably be cured within thirty (30) days, should the defaulting Party fail to proceed within thirty (30) days to commence curing the default and thereafter to proceed with reasonable diligence to substantially cure the default, the Party not in default may, by giving written notice thereof to the defaulting Party, terminate this Agreement as of the date of receipt by the defaulting Party of such notice or as of a future date specified in such notice of termination.

    3. Suspension or Termination for Nonpayment. If Customer defaults on the payment when due of any amount due to SafeChain pursuant to this Agreement (which amount is not subject to a bona fide billing dispute), and does not cure such default within ten (10) days after being given written notice of such default, SafeChain may, by giving written notice thereof to Customer: (a) suspend its performance under this Agreement; (b) require full payment before any additional performance is rendered by SafeChain; and/or (c) terminate this Agreement, in either case as of the date of receipt by Customer of such notice or as of a future date specified in such notice of suspension or termination.

    4. Effect of Termination. Termination of this Agreement will not limit either Party from pursuing any other remedies available to it, including injunctive relief, nor will termination relieve Customer of its obligation to pay all charges that accrued prior to termination.

  4. Warranties.

    1. Customer Warranties. Customer warrants to SafeChain that (i) Customer shall abide by all applicable laws, rules and regulations, including with respect to Seller Data and Buyer Data; (ii) Customer has the power and authority to enter into and perform its obligations under this Agreement, and to require that users submit Seller Data and Buyer Data; and (iii) any Customer Data or other data, documents, graphics or other material used with or downloaded to the SafeChain Products by Customer shall not (A) infringe the Intellectual Property Rights of any third-party, (B) violate any applicable law, statute, ordinance, regulation or treaty, (C) be defamatory, libelous, unlawfully threatening or harassing, (D) be obscene or indecent, or (E) contain any viruses or other computer programming routines that could damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information of any person or entity.

    2. SafeChain Warranties. SafeChain warrants to Customer that (i) SafeChain has the power and authority to enter into and perform its obligations under this Agreement and provide the Transactions; (ii) the Transactions will be performed by qualified personnel in a workmanlike manner, consistent with the prevailing standards of the industry, (iii) SafeChain has the right to use and license the SafeChain Products and Software, (iv) the SafeChain Products and Software do not infringe the Intellectual Property Rights of any third-party, and (v) SafeChain will use commercially reasonable efforts to prevent viruses from being introduced into the Software that is provided to Customer. Both Parties acknowledge and agree that the limits of its remedies for breach of this warranty are set forth in Section 7 of this Agreement.

    3. Limitation. Neither SafeChain nor any of its service providers, licensors, employees, or agents warrant that the functions contained in the SafeChain Products or Software will be uninterrupted or error free or that it will have the capacity to meet the demand during specific hours. SafeChain will not be liable for any damages that customer may suffer arising out of use, or inability to use, the services or SafeChain Products provided hereunder. SafeChain will not be liable for unauthorized access to or alteration, theft or destruction of customer’s data files, programs, procedures, customer data, buyer data, seller data or other information through criminal or fraudulent means or devices, or any other method, unless and to the extent such access, alteration, theft, or destruction is caused as a result of gross negligence or intentional misconduct by SafeChain.

    4. Disclaimer. EXCEPT AS SET FORTH IN SECTION 6(b) ABOVE, SAFECHAIN MAKES NO OTHER WARRANTIES, AND SAFECHAIN HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY USAGE OF TRADE OR COURSE OF DEALING, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND ACCURACY.

SAFECHAIN EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT CUSTOMER’S USE OF ANY SAFECHAIN PRODUCTS WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING WITHOUT LIMITATION RESPA OR THE GRAMM-LEACH-BLILEY ACT OF 1999. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SAFECHAIN PRODUCTS OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

CUSTOMER ACKNOWLEDGES THAT ACCESS TO OR USE OF THE SAFECHAIN PRODUCTS MAY NOT BE UNINTERRUPTED OR ERROR FREE. THE REMEDIES SET FORTH IN SECTIONS 7 AND 8 BELOW WILL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO A BREACH BY SAFECHAIN OF WARRANTY UNDER THIS AGREEMENT.

  1. Limitation of Liability.

    1. IN NO EVENT SHALL SAFECHAIN BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH THE SAFECHAIN PRODUCTS, THIS AGREEMENT OR ANY BREACH THEREOF, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SAFECHAIN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

    2. IN NO EVENT SHALL SAFECHAIN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SAFECHAIN FOR THE TRANSACTIONS SOLD HEREUNDER DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. The provisions of this Section 7 and Sections 6(d) and (d) will survive the expiration or termination of this Agreement.

  2. Indemnification and Insurance.

    1. Intellectual Property Indemnification by SafeChain. SafeChain will indemnify, defend, and hold Customer harmless against any claim by a third-party that the SafeChain Products or Software delivered by SafeChain infringes the Intellectual Property Rights of a third-party, and SafeChain shall pay the costs, damages, settlements, and reasonable attorneys’ fees that result from such claims. In addition to defending Customer as stated above, if such a claim occurs, or in the opinion of SafeChain is likely to occur, SafeChain will, at its sole option and expense: (i) procure Customer’s right to continue using the SafeChain Products or Software; (ii) replace or modify the infringing element(s) of the SafeChain Products or Software so that it becomes non-infringing; or if it is commercially impractical to accomplish (i) or (ii) above, then (iii) SafeChain shall terminate the applicable license and shall refund to Customer any prepaid and unused fees for the use of the applicable SafeChain Products or Software.

    2. Exclusions. SafeChain shall have no obligation under Section 8(a) to the extent any infringement claim is based on (i) the combination, operation or use of the SafeChain Products or Software with hardware, data or software not supplied by SafeChain if the claim would have been avoided by use of other hardware, data or software; (ii) modifications to the SafeChain Products or Software if the modifications were not made or approved by SafeChain; or (iii) any Customer Data, Buyer Data, Seller Data or other information uploaded to the SafeChain Products or Software.

    3. Indemnification by Customer. Customer will indemnify, defend and hold SafeChain harmless against any claim by a third-party (including a Customer employee, contractor, or customer) that arises from: (i) Customer Data or other information uploaded to the SafeChain Products by Customer; (ii) any dispute between Customer and its customer or other end user of the SafeChain Products or Software; (iii) Customer’s use of the SafeChain Products or Software in violation of this Agreement; (iv) Customer’s failure to obtain sufficient consent to authorize the sharing of Buyer Data or Seller Data; or (v) any breach by Customer of its warranties set forth in Section 6(a); and Customer shall pay costs, damages, settlements and reasonable attorneys’ fees that result from such claims.

    4. Conditions. The indemnification obligations set forth above in Sections 8(a) and 8(c) are contingent upon compliance with the following conditions by the Party seeking indemnification: (a) providing prompt written notice of the claim to the indemnifying Party; (b) providing all information and evidence within its control which is necessary for the indemnifying Party to conduct a defense, and (c) providing the indemnifying Party with sole control of the defense and all related settlement negotiations. However, the Party seeking indemnification may participate in the defense or settlement of the claim at its own expense.

    5. Limitation of Remedy. This Section 8 states the entire obligations of the Parties regarding indemnity or infringement of Intellectual Property Rights.

  3. Confidential Information.

    1. Confidential Information. By virtue of this Agreement, the Parties may be exposed to or be provided with certain confidential and proprietary information of the other Party or third parties, including but not limited to information designated as confidential in writing or information which ought to be in good faith considered confidential and proprietary to the disclosing Party (“Confidential Information”). Each Party will protect the other Party’s Confidential Information from unauthorized dissemination and use the same degree of care that each such Party uses to protect its own confidential information, but in no event less than a reasonable amount of care. Neither Party will use Confidential Information of the other Party for purposes other than those necessary to directly further the purposes of this Agreement. Neither Party will disclose to third parties Confidential Information of the other Party without prior written consent of such other Party. Notwithstanding the foregoing, SafeChain may share Customer Confidential Information with third-party service providers to the extent necessary for such third-party service providers to perform Transactions under this Agreement.

    2. Exceptions. Information shall not be considered Confidential Information to the extent that the receiving Party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving Party; (ii) was in the receiving Party’s possession before receipt from the disclosing Party; (iii) is lawfully obtained from a third-party who has the right to make such disclosure; or (iv) has been independently developed by the receiving Party without reference to any Confidential Information of the disclosing Party. For the avoidance of doubt, de-identified and aggregated data that SafeChain derives or creates from Customer Data, Buyer Data or Seller Data (“De-Identified Data”) shall not be deemed to be Customer Data, and instead such De-Identified Data shall be considered Confidential Information belonging to SafeChain.

    3. Compelled Disclosure/Remedy/Injunctive Relief. The receiving Party may disclose Confidential Information of the disclosing Party if it is compelled by law to do so. The Parties acknowledge that disclosure of any Confidential Information may give rise to irreparable injury to the Party whose information is disclosed, which injury may be inadequately compensated in damages. Therefore, either Party may seek injunctive relief against the other Party’s breach or threatened breach of this Section 9 as well as any other legal remedies that are available.

  4. Entire Agreement. This Agreement, including any related exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

  5. Notices. All notices hereunder shall be in writing and delivered or mailed by registered or certified mail, return receipt requested, or by private, overnight delivery services (such as Federal Express) as follows:

If to SafeChain:

SafeChain Financial, Inc

400 W. Rich St. Suite 200

Columbus, OH 43215

 

If to Customer:

At the address provided to SafeChain

 

  1. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  2. Amendments. No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing and signed by each Party.

  3. Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.

  4. Assignment. Neither Party may assign its rights and obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, SafeChain may assign this Agreement as part of a sale of all or substantially all of its assets or a change of ownership upon providing written notice to Customer.

  5. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective successors and permitted assigns.

  6. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

  7. Choice of Law; Exclusive Venue. This Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Ohio, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. Each Party hereby irrevocably consents to the exclusive jurisdiction of the state or federal courts located in Franklin County, Ohio, for any action or proceeding arising between the parties or with respect to the subject matter hereof.

  8. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

  9. Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. No relationship of exclusivity shall be construed from this Agreement.

  10. Terms of Service. In the event that any term or condition pertaining to the applicable Transactions is not addressed in this Agreement, SafeChain’s online terms of service shall apply. In the event of any conflict between the terms in this Agreement and the online terms of service, the terms in this Agreement shall prevail.

  11. Marketing Program. Customer agrees to participate in SafeChain’s customer reference program which may include public relations efforts, marketing communications and serving as a reference for media sources and other SafeChain clients or prospective clients (the “Marketing Program”). SafeChain shall give Customer reasonable notice prior to any contact or obligations becoming due relating to the Marketing Program and the parties shall schedule such contact or obligations relating to the Marketing Program for mutually agreeable time periods. Nothing herein obligates Customer to actively market SafeChain Products to third parties as a condition of the licenses granted hereunder.

BY CLICKING THE “ACCEPT” BUTTON OR USING ALL OR ANY PORTION OF THE SAFECHAIN PRODUCTS, THE CUSTOMER HAS CAUSED THIS AGREEMENT TO BE EXECUTED BY HIMSELF, HERSELF, OR ITS RESPECTIVE OFFICERS THEREUNTO DULY AUTHORIZED.