Online Servicing Application

ONLINE SERVICING APPLICATION AND AGREEMENT

RECITALS

WHEREAS, Applicant desires to obtain online servicing, maintenance, and platform access for the services described below (the "Services") from Service Provider; and

WHEREAS, Service Provider maintains the personnel, systems, security controls, and operational capability to perform the Services and agrees to provide such Services under the terms and conditions of this Application and Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

APPLICANT INFORMATION

SCOPE OF WORK

Applicant requests that Service Provider perform the Services set forth below. Services will include, at minimum, the functions, deliverables, and operational responsibilities specified in this section.

PAYMENT TERMS

Applicant shall pay Service Provider for the Services in accordance with the following terms.

Late payments shall accrue interest and fees as described below.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue through the End Date unless earlier terminated in accordance with this section.

Start Date:

End Date:

Either party may terminate for material breach if the breaching party fails to cure within the stated notice period. Termination shall not relieve Applicant of obligations to pay for Services performed prior to termination nor Service Provider of obligations to securely return or destroy Applicant data as required by this Agreement.

SECURITY, PRIVACY AND CONFIDENTIALITY

Service Provider shall implement and maintain administrative, technical, and physical safeguards reasonably designed to protect confidential information and personal data against unauthorized access, disclosure, alteration, and destruction. Service Provider shall limit access to confidential information to personnel with a legitimate business need and shall require such personnel to be bound by confidentiality obligations no less restrictive than those contained herein.

Confidential information includes non‑public business information, technical data, account credentials, proprietary processes, and any personal data processed in connection with the Services. Service Provider shall not use Applicant's confidential information except to perform the Services and shall not disclose it to third parties except as expressly permitted in writing or as required by law, in which case Service Provider shall, to the extent permitted, provide prior notice to Applicant.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, gross negligence, or willful misconduct, neither party shall be liable to the other for incidental, consequential, special or punitive damages arising out of or relating to this Agreement. The aggregate liability of either party for any claim arising from this Agreement shall be limited to direct damages not to exceed the total fees paid by Applicant to Service Provider under this Agreement during the six (6) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any legal action relating to this Agreement shall be brought in the appropriate courts of that State.

ENTIRE AGREEMENT

This Application and Agreement, including all attachments and written exhibits expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

CERTIFICATIONS AND AUTHORIZATIONS

Applicant certifies that the information provided in this Application is true and complete. Applicant authorizes Service Provider to perform reasonable due diligence, including verification of organizational status and background checks as required to provide the Services.

NOTICES

All notices or communications required or permitted under this Agreement shall be in writing and delivered to the addresses provided in this Application or such other address as a party may designate in writing. Notice shall be deemed effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, or employment relationship.

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