1. Definitions

1.1 "Affiliates” means an entity of a party, whether incorporated or not, that Controls, is Controlled by, or is under common Control with such party.

1.2 "API" means any application programing interface made available by or on behalf of Flare to connect the Platform with a Third-Party Program, including any Updates or Upgrades thereto.

1.3 "Authorized Users" means any individuals who Customer permits to use the Platform for Customer's business purposes by providing access credentials. Authorized Users cannot be direct competitors of, or employed by competitors of Flare.

1.4 "Control" means the ability, whether directly or indirectly, to direct the affairs of another by means of ownership, contract or otherwise.

1.5 "Customer Data" means the information input into the Platform by the Authorized Users. Customer Data expressly excludes Analytics Data and any information gathered automatically by the Platform (e.g. through use of cookies).

1.6 "Documentation" means the specifications, training materials and user guides regarding the Platform made available by Flare.

1.7 "Intellectual Property Rights" means all copyrights, trademarks, trade names, service marks, patents, trade secrets, proprietary marks, logos, as well as any related applications, registrations, moral rights, or common law rights, on a worldwide basis.

1.8 "Personal Information" means any information that, alone or in combination with other information, may be used to contact, locate or identify a natural person, and is regulated by applicable data privacy and security laws.

1.9 "Privacy Policy" means the Flare Privacy Policy found here: https://flarefs.com/legal/privacy-policy

1.10 “Terms of Use” means the Terms of Use found here https://flarefs.com/legal/terms-and-conditions

1.11 "Third Party Programs" means those third-party programs that Flare has enabled, permitted to connect to, or integrated with the Platform as permitted in the Documentation.

1.12 "Updates" means bug fixes, error corrections and other minor updates to the Platform.

1.13 "Upgrades" means enhancements, major modifications and new versions of the Platform.

2. Use Rights

Subject to Customer’s compliance with the terms of this Agreement, Flare grants to Customer a limited, non-exclusive, terminable, non-assignable, non‑transferable right to Customer to permit its Authorized Users to use the Flare software-as-a-service platform (“Platform”)and related APIs in accordance with the Documentation and for Customer’s business purposes only, during the Term of this Agreement.

3. Authorized Users

Customer shall ensure that each Authorized User of the Platform is informed of and agrees to abide by the applicable terms of this Agreement. Customer is solely responsible for all Authorized Users' access to and use of the Platform, and all use of Customer’s account or log-in credentials. Customer is responsible for maintaining the confidentiality of all usernames, passwords, and other log-in credentials used to access or use the Platform. Customer will promptly notify Flare of any misuse or unauthorized use of log-in credentials or other unauthorized access to or use of the Platform of which Customer suspects or becomes aware.

4. Use Restrictions

Customer shall not, and shall not permit any third party to:

4.1 Copy (except as expressly permitted in Section 3), modify, distribute, rent, lease, sublicense, reverse engineer, create derivative works of, decompile, disassemble, transfer or publicly display the Platform or Documentation;

4.2 Access or attempt to access the source code of the Platform;

4.3 Upload any materials that infringe or misappropriate a third-party's Intellectual Property Rights into the Platform;

4.4 Upload or transmit advertising or promotional content, or content contrary to Flare’s intended purpose, into the Platform;

4.5 Modify markings, labels or notices of proprietary rights in the Platform or Documentation;

4.6 Transfer or use, or permit the use of, the Platform or Documentation in a country that is subject to sanctions by the U.S. Treasury Department’s Office of Foreign Asset Control (OFAC), or any person on OFAC's Specially Designated Nationals and Blocked Persons List, or other similar lists;

4.7 Develop any software, technology, or services that compete with or are substantially similar to the Platform during the Term and for one (1) year thereafter;

4.8 Send unsolicited emails, marketing emails or spam to third parties without the receiver's consent (only transactional emails are permitted to be sent using the Platform);

4.9 Access, use or interfere with the proper working of the Platform or any server, computer or database related to the Platform; and

4.10 Introduce any viruses, Trojan Horses, malware, time-bombs, time-outs, backdoors, worms, spyware, ransomware, spoofing, or any mechanism that allows remote or unauthorized access, copy prevention, deletion, disabling, modification, corruption, or anything similar into the Platform or any networks that make the Platform available.

5. Updates, Upgrades, and Modifications to the Platform

Customer may, but is under no obligation to, provide Updates or Upgrades to the Platform and/or APIs. Customer must promptly install all Updates that are made available by Flare, including those Updates required for integration with Third-Party Programs. Flare has no liability to Customer ifCustomer does not install, or does not permit to be installed, any Updates thatFlare makes available. Customer is solely responsible for the purchase and implementation of any additional hardware, software, network connections or other products that are necessary to enable Updates and Upgrades. Updates to the Platform and APIs may occur automatically. Flare may modify the Platform at any time, such as removing, enhancing or updating the features, functionality and options available within thePlatform. Flare is not required to give prior notice of any modifications it makes to the Platform.

6. Non-Exclusivity

This Agreement is non-exclusive and nothing herein prohibits Flare from providing the same or similar services to any other party during or after the Term.

7. Fees and Payment

Customer shall pay Flare license fees of $10 per Authorized User per month. Fees will be invoiced monthly. All fees are in United States dollars and are non-refundable. Fees do not include sales, use, excise and other applicable taxes, which are solely the responsibility of Customer, excluding taxes based on Flare’s income. Flare may, at its sole discretion, charge interest on any fees that are past due, which will be calculated at one and a half percent (1.5%) per month, or the largest percentage permitted by applicable law, whichever is less. In the event of any payment dispute between Customer and Flare, or if Customer’s account is delinquent, the costs of collection (including reasonable attorneys' fees) will be Customer’s responsibility. Without limiting any of its other rights in law or equity, in the event any fees are past due, Flare may suspend its obligations under this Agreement and Customer’s (and its Authorized Users) access to the Platform.

8. Intellectual Property Rights

8.1 Ownership of the Platform: Flare and its licensors are the sole and exclusive owners of all right, title and interest in and to the Platform and any related APIs, including its design, code, features, functionality, and all Intellectual Property Rights therein. Except as expressly set forth in Section 3, nothing in this Agreement shall be interpreted as transferring to Customer any rights in or to the Platform or APIs.

8.2 Other IP Rights: As between the parties, Flare is the sole and exclusive owner of all right, title and interest in and to any Intellectual Property Rights (i) owned by Flare or its Affiliates as of the Effective Date, or (ii) created by or on behalf of Flare or its Affiliates(whether alone or jointly with others) after the Effective Date in the performance of this Agreement, and (iii) all modifications, enhancements, derivatives or improvements in (i) and (ii) regardless of when created or by whom.

8.3 Feedback: Customer agrees that any suggestions, enhancement requests, recommendations, corrections, or other feedback pertaining to the Platform or APIs (collectively, “Feedback”)provided by Customer is the sole property of Flare, is not confidential to Customer, and may be used by Flare without further attribution or compensation. Flare may use Feedback and any know-how, experience, or skills that it gains in connection with its performance hereunder, for any business purpose.

9. Customer Responsibilities

Customer is solely responsible for:

9.1 Securing all access and permissions, at Customer's cost, to Third-Party Programs and APIs.

9.2 Purchasing, implementing, and installing all software, hardware, network connections, browsers, and licenses required to access and use the Platform and APIs.

9.3 Securing all legally required or industry standard consents from, or providing all legally required or industry standard notices to all: (i) Authorized Users and (ii) third parties whom Customer inputs Personal Information about into the Platform (including the APIs) for Flare’s use of Customer Data, including Personal Information, as described in this Agreement and in the Privacy Policy.

9.4 Refraining from inputting the Personal Information of third parties into the Platform (including the APIs) who have requested that their Personal Information be removed from the Platform, and immediately notify Flare of the same.

9.5 Maintaining industry standard anti-virus software on any devices used to access the Platform and APIs

9.6 Use of the Platform and APIs in compliance with applicable laws.

10. Representations and Warranties

10.1 Limited Warranty: Flare warrants that the Platform will materially conform to the Documentation during the Term.

10.2 Remedies: Upon prompt written notice from Customer that the Platform does not comply with the foregoing limited warranty in Section 12.1, Flare, at its sole option, shall either fix the Platform so that it complies with the warranty, or Flare may terminate the Agreement and will provide the following refund to Customer for prepaid Fees, pro-rated for the amount of time that is prepaid and unused: (i) a one month refund if Customer is under a monthly subscription plan; or (ii) a one year refund if Customer is under an annual subscription plan. THIS SECTION 10.2 DESCRIBES CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES AND FLARE’SSOLE AND EXCLUSIVE LIABILITIES FOR ANY WARRANTY CLAIMS ARISING UNDER THIS AGREEMENT.

10.3 Exceptions: The warranty in Section 12.1 is void in the event that any warranty non-conformity is caused by: (i) use of the Platform or APIs contrary to the Documentation or in violation of this Agreement; (ii) Customer's or an Authorized User's misuse or abuse of the Platform or APIs; (iii) events beyond the reasonable control of Flare.

10.4 Customer’s Representations and Warranties: Customer represents and warrants to Flare that it complies with, and shall continue to comply with, all of Customer's responsibilities set forth in this Agreement.

10.5 Mutual Representations: Each party represents to the other that: (i) it is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the power and authority to enter into and perform its obligations under this Agreement; (ii)the person executing and delivering this Agreement on behalf of such party is duly authorized to make such execution and delivery; (iii) this Agreement constitutes a valid obligation, binding upon and enforceable against each such party in accordance with its terms; and (iv) execution and delivery of this Agreement and the performance of each such party’s obligations do not breach any contract between such party and any third party.

10.6 Warranty Disclaimer: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, FLARE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,REPRESENTATIONS AND COVENANTS, EXPRESS OR IMPLIED, ARISING RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE ANDNON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING FROM STATUTE, INCLUDING COURSE OF PERFORMANCE, COURSE OF DEALING AND USAGE IN TRADE.

FLARE DOES NOT REPRESENT OR WARRANT AGAINST LOSS OFDATA, OR THAT THE PLATFORM, APIs, OR SUPPORT WILL MEET CUSTOMER'S REQUIREMENTS,BE FREE FROM VIRUSES, OR OPERATE ERROR FREE OR WITHOUT INTERRUPTION.

FLARE DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM ORAPIs ARE PERMITTED OR CAN BE MADE AVAILABLE IN ANY PARTICULAR JURISDICTION.

11. Limitation of Liability

To the maximum extent permitted by applicable law, Flare and its affiliates, directors, officers, employees, licensors, and agents (“Representatives”) shall not be liable to customer, the authorized users, or to any third party, for any indirect, incidental, special, punitive, exemplary, or consequential damages, or for claims for lost profits, lost time, lost data, lost revenue, or loss of use in connection with this agreement, regardless of the form of action, whether in an action in contract, tort, strict liability, product liability, negligence, or otherwise, and even Flare was advised of the possibility of such damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FLARE’S OR ITS REPRESENTATIVES' AGGREGATE LIABILITY FOR ANY CLAIMS ARISING RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEED $100.00, EVEN IF ANY REMEDIES HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

12. Indemnification

12.1 Indemnification by Customer: Customer shall, at its expense, defend Flare and its Representatives from and against any claims, suits, allegations, settlements and actions ("Claims"), as well as indemnify and hold harmless Flare and its Representatives, from and against any losses, liabilities, damages, penalties, expenses, courts costs and attorneys' fees ("Damages") arising from or relating to: (a) third-party claims of bodily injury or death to a person, or damage to property, caused by the acts or omissions of Customer; (b) Customer’s breach this Agreement; (c)Customer’s recklessness, fraud, negligence or willful misconduct; (d)Customer's violation of applicable laws; and (e) Customer's infringement or misappropriation of Flare’s Intellectual Property Rights

12.2 Indemnification by Flare: Flare shall, at its expense, defend Customer from and against any Claims, as well as indemnify and hold harmless Customer from and against any Damages arising from an allegation by a third party that the Platform infringes or misappropriates a valid U.S. copyright, patent or trade secret of a third party (an “IP Claim”). In the event of an IP Claim, Flare shall, at its option and expense, either: (i) modify, fix, or replace the infringing (or allegedly infringing) Platform so that it is no longer infringing but remains materially similar to the Platform, (ii) secure for Customer the right to continue using the infringing (or allegedly infringing) Platform; or (iii)terminate this Agreement and provide Customer a refund of any prepaid, unused Fees.

THE FOREGOING SENTENCE SETS FORTH CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, AND FLARE’S SOLE AND EXCLUSIVE LIABILITIES FOR CLAIMS RELATING TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS ARISING HEREUNDER.

12.3 Procedure: The indemnitee will provide prompt written notice of a claim for which it seeks defense or indemnification, to the indemnifying party, and the requiPlatform information, reasonable assistance and authority for the indemnifying party to control the defense. Failure to give prompt notice will not relieve the indemnifying party of its obligations to defend, indemnify and hold harmless the indemnitee(s), except and only to the extent that the indemnifying party is actually prejudiced by such delay. The indemnifying party shall not settle any claim that finds fault with, or requires specific performance of, the indemnitee(s), without the applicable indemnitee's prior written consent which shall not be unreasonably withheld or delayed. The indemnitee may participate in the defense with counsel of its own choosing at its sole cost.

13. Confidentiality

13.1 Definition: "Confidential Information" is the confidential or proprietary information of a party or its Affiliates disclosed by or on behalf one party to the other party during the Term, which is marked as confidential or proprietary or should reasonably be known by the receiving party to be confidential or proprietary by the nature of the information or the context of the disclosure. Confidential Information includes each party's business, financial, technical and product information. Flare’s Confidential Information specifically includes this Agreement and related pricing, the Platform, APIs, and all software code therein, the Documentation, and its Intellectual Property Rights. Customer Data is Customer's Confidential Information, except that Personal Information therein will be treated in accordance with Section 17 and Flare’s Privacy Policy.

13.2 Exclusions: “Confidential Information” excludes information which: (i) is or becomes a part of the public domain through no act or omission of the receiving party, (ii) was in the receiving party’s lawful possession prior to the disclosure by the disclosing party and had not been obtained by the receiving party from the disclosing party, (iii)is lawfully disclosed to the receiving party by a third party without restriction on disclosure, or (iv) is independently developed by the receiving party through no use of the disclosing party’s Confidential Information as evidenced by the receiving party's documentation.

13.3 Treatment: The indemnitee will provide prompt written notice of a claim for which it seeks defense or indemnification, to the indemnifying party, and the requiPlatform information, reasonable assistance and authority for the indemnifying party to control the defense. Failure to give prompt notice will not relieve the indemnifying party of its obligations to defend, indemnify and hold harmless the indemnitee(s), except and only to the extent that the indemnifying party is actually prejudiced by such delay. The indemnifying party shall not settle any claim that finds fault with, or requires specific performance of, the indemnitee(s), without the applicable indemnitee's prior written consent which shall not be unreasonably withheld or delayed. The indemnitee may participate in the defense with counsel of its own choosing at its sole cost.

13.4 Compelled Disclosure: If compelled by applicable law or court order to disclose the other party’s Confidential Information, then, to the extent legally permitted, the receiving party shall: (a) provide the disclosing party prior written notice with sufficient time to challenge the request or seek a protective order, and (b) only disclose the minimum amount of the disclosing party’s Confidential Information necessary to comply with the applicable law or court order.

13.5 Return/Destroy: At termination, each party shall promptly return or destroy the other party's Confidential Information (whichever is requested). Upon request, the other party shall promptly provide written notice of compliance with this clause. In the event of conflict between this Section and Section 15.4, Section 16.4 shall control.

13.6 Survival: The terms of this Section shall survive during the Term and for 3 years after the termination of this Agreement, except that Flare’s trade secrets shall be treated by Customer as confidential so long as they continue to be a trade secret.

14. Data Privacy and Security

14.1 Ownership of Customer Data: Customer is the sole and exclusive owner of its Customer Data.

14.2 Personal Data in the Platform: Customer may only populate the Platform with Personal Information as expressly permitted by the Documentation, and then only in the fields of the Platform expressly reserved for such Personal Information. Customer is prohibited from entering Personal Information into fields of a Platform that are not expressly permitted by the Documentation or prompted by the fields in the Platform.

14.3 Protection of Personal Information: Flare shall maintain reasonable physical, technical and organizational safeguards for any Personal Information in Flare’s possession or control, materially consistent with industry standards. Flare shall comply with data privacy and security laws applicable to its performance under this Agreement. Flare will treat Personal Information in accordance with its Privacy Policy [hyperlink].

14.4 Analytics Data: Flare and its licensors may collect, store and process analytics data about the Platform and Customer's use of the Platform, that does not contain Personal Information, such as machine data, technical data, usage data, systems data, data gathered via cookies and other online tracking mechanisms, and other similar types of data ("Analytics Data"). Flare is the sole and exclusive owner of all right, title and interest in and to Analytics Data, which Flare may use and share for any business purpose in compliance with applicable laws. Without limiting the foregoing, Analytics Data may be aggregated with other data by Flare and used for benchmarking and product improvement purposes.

14.5 Incidents: In the event Flare becomes aware of any confirmed unauthorized or unlawful accessor acquisition of Personal Information in Flare’s possession or control that results in a compromise to the confidentiality or security of Personal Information ("Incident"), Flare will notify Customer without undue delay.

14.6 Customer's Provision of Customer Data: Customer is solely responsible for all Customer Data input into the Platform, including its legality and accuracy and the resulting output. Customer is responsible for backing up any Customer Data inputted into the Platform.

15. Term, Suspension, Termination, and Survival

15.1 Term: This Agreement shall commence on the Effective Date and continue on a month-to-month basis (the “Term”) until terminated by either party in accordance with this Section 15.

15.2 Termination for Cause: A party may terminate this Agreement upon written notice if either (i) the other party fails to cure a material breach of this Agreement within thirty (30) days of the date that written notice of such material breach is sent by the non-breaching party; or (ii) the other party files a petition for bankruptcy or is adjudicated bankrupt, a petition of bankruptcy is filed against such other party and not dismissed within ninety(90) days, or the other party admits in writing or in a legal proceeding that it is insolvent and/or unable to pay its debts as they come due.

15.3 Suspension: Flare may (temporarily or permanently) suspend Customer's access to the Platform or any Authorized User's access to the Platform, immediately without notice, if Flare determines that: (i) it is necessary to prevent a violation of the Agreement or misuse of the Platform, or if Flare reasonably believes there has been a violation of the Platform; (ii) there is a security or safety risk to the Platform, Flare, or any users of the Platform; or (iii) it is necessary to comply with applicable laws.

15.4 Effects of Termination: At termination of this Agreement, Customer shall (i) immediately discontinue use of the Platform (and Flare may immediately terminate Customer's access to the Platform); (ii) delete (or return at Flare’s request) all Documentation; (iv)pay all Fees owed; and (v) certify in a signed writing to Flare that it has complied with the terms of this Section. Customer will have a period of thirty(30) days from the termination date to request access to the Customer Data maintained by Flare (“Transition Period”).Upon expiration of the Transition Period, Flare shall permanently delete all Customer Data. For the avoidance of doubt, Flare is under no obligation to delete or stop using any Analytics Data.

15.5 Survival: All provisions of this Agreement that by their nature are intended to extend beyond the termination of this Agreement for any reason shall survive the termination of this Agreement.

16. Additional Terms

Flare’s Terms of Use within the Platform are incorporated herein by this reference. Customer agrees to require all Authorized Users to comply with Flare’s Terms of Use. Flare may modify its Terms of Use at any time. Flare will provide notice of any material changes to its Terms of Use by either (a) sending Customer and its Authorized Users notice directly; or (b) posting a notice on its web Platform or in the Platform.

17. Miscellaneous

17.1 Governing Law and Venue: This Agreement, and any disputes arising hereunder, shall be governed by the laws of the state of Illinois, United States, without regard to its conflicts of law principles. Customer agrees to exclusive jurisdiction and venue in the state and federal courts having jurisdiction in Cook County, Illinois, U.S. and irrevocably consents to personal jurisdiction in such courts. The parties specifically exclude application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) to this Agreement.

17.2 Compliance with Laws: Each party shall comply with all applicable laws, rules and regulations relating to its performance under this Agreement. Without limiting the generality of the foregoing, Customer shall comply with all applicable import and export laws and regulations related to the Platform for the country where the Platform is used by Customer as well as with all applicable United States export laws (collectively, the "Export Laws"). Customer shall not, and shall not permit any third party to: (i) export or transmit the Platform, directly or indirectly, in violation of Export Laws, including to a country subject to a U.S. embargo; (ii) access or use the Platform in violation of any Export Laws; (iii) provide access to the Platform across international boundaries except in compliance with any Export Laws, including those of the originating country.

17.3 Independent Contractors: Both parties shall be, and shall act as, independent contractors. Neither party shall have authority to create any obligation or make any commitments on the other party’s behalf.

17.4 Notices: All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

17.5 Use of Names: Neither party may use the names, trademarks, trade names, service marks, insignia, or logos ("Marks") of the other party without such other party's prior written consent. Notwithstanding the foregoing, Flare may publicly refer to Customer asa customer of Flare online, verbally and in its marketing materials.

17.6 Assignment: This Agreement is not assignable by Customer except with Flare’s prior written consent, and any such assignment in violation hereof is void. Flare may transfer and assign any of its rights and obligations under this Agreement without consent.

17.7 Force Majeure: No delay, failure, or default by Flare, will constitute a breach of this Agreement to the extent it results of causes beyond the reasonable control of Flare, including acts of war, terrorism, weather, acts of God or nature, strikes, labor disputes, riots, civil disorder, embargo, internet outage, health crisis, pandemic, earthquake or the like.

17.8 Waiver: Neither party shall be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative inan explicit signed, written waiver. No waiver of a breach of this Agreement by either party will constitute a waiver of any other breach of this Agreement.

17.9 Severability: In the event a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and if the foregoing is not possible, such provision shall be severed from the Agreement. All remaining provisions shall continue in full force and effect.

17.10 Entire Agreement: This Agreement (including all other documents reference herein) constitutes the entire agreement between the parties with regard to the subject matter herein and supersede all prior or contemporaneous negotiations, discussions, understandings or agreements between the parties. Neither party has relied upon any such prior or contemporaneous communications. Any amendment or modification to this Agreement must be in writing and signed by the authorized representatives of both parties to be effective.

Terms of Use

These Terms of Use (“Terms”)govern your individual access to and use of Flare software-as-a-service platform (“Platform”), made available to you by Flare Financial Systems, Inc. (“Flare,” “we,” “us,” or “our”).THIS IS A BINDING AGREEMENT BETWEEN YOU AND FLARE. BY CREATING AN ACCOUNT WITH US, YOU AGREE TO THESE TERMS.

YOU ARE ONLY PERMITTED TO USE THE PLATFORM TO THE EXTENT YOU HAVE BEEN GIVEN PERMISSION BY THE COMPANY ON WHOSE BEHALF YOU ACCESS AND USE THE PLATFORM AS AN‘AUTHORIZED USER’ FOR BUSINESS PURPOSES ON YOUR COMPANY’S BEHALF. IN ADDITION TO THESE TERMS, YOU ARE REQUIRED TO COMPLY WITH ANY INSTRUCTIONS, REQUIREMENTS OR POLICIES OF YOUR COMPANY IN CONNECTION WITH YOUR USE OF THE PLATFORM TO THE EXTENT THEY DO NOT CONFLICT WITH THESE TERMS.

WE RESERVE THE RIGHT TO MODIFY THESE TERMS AT ANY TIME. ALL CHANGES WILL BE EFFECTIVE IMMEDIATELY UPON POSTING TO THE PLATFORM. BY ACCESSING OR USING THE PLATFORM OR OUR SERVICES AFTER CHANGES ARE POSTED YOU AGREE TO THOSE CHANGES. MATERIAL CHANGES WILL BE CONSPICUOUSLY POSTED TO THE PLATFORM OR OTHERWISE COMMUNICATED TO YOU.

1. Content: The Platform, including its text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, documentation, other components and content, and the design, selection, and arrangement of content, and all intellectual property rights in the foregoing (collectively, the “Content”)are exclusively the property of Flare or, as applicable, its vendors or licensors. Except for the rights expressly granted to you in the next section, Flare reserves all other rights in and to the Platform and Content, including all intellectual property rights.

2. Collection and Use of Data: Flare will collect, use, share and protect data collected from thePlatform solely to provide the Platform to you as set forth in Flare’s PrivacyPolicy. You represent and warrant that you have all rights necessary to permit Flare to collect, use and share the data collected from the Platform as contemplated by the Privacy Policy.

3. Use Rights: You may only use the Platform or Content for your professional, non-exclusive use in the United States, so long as you comply with these Terms, the Privacy Policy, all other terms posted throughout the Platform as applicable to you (if any), and all applicable laws. You may only use the Platform and the Content for their intended purposes for which they are made available to you by Flare.

4. Intellectual Property Rights: The Platform and Content are protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of any trademarks, tradedress, copyrighted materials, or any other intellectual property belonging to Flare or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law.

5. Accounts: To set up an account with us, you will be asked to provide your e-mail address and create a password. You also must acknowledge and agree to these Terms to create an account. You must provide accurate information when setting up an account and keep all account information current. You are responsible for maintaining the confidentiality of your password and account. You are fully responsible for all uses of your password and account, including any unauthorized use. You agree to: (a) keep your password confidential and not share it with anyone else, and (b)immediately notify us of any unauthorized use of your password or account. You acknowledge and agree that we are authorized to act on instructions received through use of your password and account, and that we may, but are not obligated to, deny access or block any transaction made through use of your password or account without prior notice if we believe your password and account are being used by someone other than you, or for any other reason.

6. Restrictions on Your Use of the Platform:

You will not copy, duplicate, sell, publish, post, license, rent, distribute, modify, translate, adapt, reverse-engineer, or create derivative works of the Platform or Content without Flare’s prior written consent.
You will not use the Platform for unlawful purposes.
You will not submit inaccurate, incomplete, or out-of-date information via the Platform, commit fraud or falsify information in connection with your use of the Platform.
You will not engage in data mining or similar data gathering or extraction activities from the Platform. You will not use the Platform to harvest email addresses, names or other information of the users of the Platform or to spam other users of the Platform.
You will not access, use, or copy any portion of the Platform or Content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms.
You will not use the Platform to post, transmit, input, upload, or otherwise provide any information or material that contains any viruses, worms, Trojan horses, malware, ransomware, adware, or other harmful computer code that may disable, damage, impair, or otherwise interfere with the Platform, the servers used to make the Platform available, or any other network, computers, hardware, software or systems.
You will not engage in activities that aim to render the Platform or associated services inoperable or to make their use more difficult.
You may not frame, mirror or circumvent the navigational structure of any part of the Platform.
You may not upload, distribute, transmit, or post anything to or through the Platform that: (i) is fraudulent, libelous, obscene, pornographic, indecent, violent, offensive, hate speech, harassing, threatening, defamatory, harms another person, or the like; (ii) invades the privacy of another or includes the confidential or proprietary information of another; or (iii) is protected by intellectual property rights without the express prior written consent of the owner of such intellectual property rights.
You may not engage in any conduct while using the Platform that Flare considers inappropriate, unauthorized, or contrary to the intended purpose of the Platform.

7. NO WARRANTY: THE PLATFORM AND CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLARE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE PLATFORM AND CONTENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ANDANY WARRANTIES ARISING FROM STATUTE, SUCH AS COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.

FLARE MAKES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL CONTENT ON THE PLATFORM IS ACCURATE AND RELIABLE, BUT NEITHER ACCURACY NOR RELIABILITY ARE GUARANTEED. FLARE DOES NOT WARRANT OR GUARANTEE THE QUALITY, COMPLETENESS, TIMELINESS, OR AVAILABILITY OF THE PLATFORM OR CONTENT. FLARE DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE,THAT ANY DEFECTS IN THE PLATFORM OR CONTENT WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVERS THAT MAKE THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL CONDITIONS OR COMPONENTS. FLARE DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM OR CONTENT WILL MEET YOUR PERSONAL OR PROFESSIONAL NEEDS.

WITHOUT LIMITING THE GENERALITY OFTHE FOREGOING, WE DO NOT WARRANT OR ENDORSE ANY THIRD-PARTY CONTENT.

8. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FLARE OR ITS REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL LOSS OR DAMAGE, NOR FOR CLAIMS OF LOST PROFITS, LOST TIME,LOST DATA, LOST REVENUE OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE PLATFORM OR CONTENT, REGARDLESS OF THE FORM OF ACTION, WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF FLARE HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE.

YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE PLATFORM OR CONTENT.WITHOUT LIMITING THE FOREGOING,IN NO EVENT WILL THE AGGREGATE LIABILITY OF FLARE AND ITS REPRESENTATIVES ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR CONTENT, OR YOUR ACCESS TOOR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM OR CONTENT EXCEED $100U.S.D., EVEN IF ANY REMEDY PROVIDED FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

9. INDEMNIFICATION: YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS FLARE AND ITS REPRESENTATIVES FROM AND AGAINST ALL LOSSES, CLAIMS,LIABILITIES, DEMANDS, COMPLAINTS, ACTIONS, DAMAGES, JUDGMENTS, SETTLEMENTS,FINES, PENALTIES, EXPENSES, AND COSTS (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES) THAT ARISE OUT OF OR IN CONNECTION WITH (A) YOUR VIOLATION OF APPLICABLE LAWS, (B) YOUR MISUSE OF THE PLATFORM OR ANY CONTENT, AND (C) YOUR BREACH OF THESE TERMS OR ANY OTHER TERMS ON THE PLATFORM. WE RESERVE, AND YOU GRANT TO US, THE EXCLUSIVE RIGHT TO ASSUME THE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU (SUBJECT TO YOUR CONTINUING INDEMNIFICATION).

10. Third-Party Websites: The Platform may link to, or be linked to, websites not maintained or controlled by Flare. Those links are provided as a convenience to the visitors of our Platform. Flare is not responsible for examining or evaluating the content or accuracy of third-party websites linked through the Platform. Flare does not warrant or endorse any third-party websites or any products or services made available through those websites. When leaving the Platform, it is the terms and privacy policy of that third party that govern your use of third-party Platform (and such third-party's use or your personal information), not these Terms.

11. Use in the United States: The Platform is intended for use in the United States only. We do not guarantee that use of the Platform will be available or permitted in any location other than the United States. If you choose to access the Platform from a location other than the United States, you do so at your own risk. THE EXISTENCE OF THE PLATFORM OR ANY CONTENT SHALL NOT BE CONSTRUED AS FLARE OFFERING SUCH PLATFORM OR CONTENT TO PERSONS IN JURISDICTIONS WHERE THE PROVISION OF SUCH PLATFORM OR CONTENT IS PROHIBITED BY LAW.

12. Linking to the Platform: You are prohibited from linking to the Platform on your website or elsewhere without the prior express written consent of Flare. If Flare grants you a right to link to this Platform, certain terms may apply and Flare reserves the right to revoke such consent at any time. You are responsible for any costs incurred by Flare in enforcing its rights under this section.

13. Termination: If you violate applicable laws or these Terms, you are immediately prohibited from further use of the Platform or Content, and we may restrict your access to the Platform or Content. Flare may suspend or terminate the Platform or any Content, in whole or in part, at any time in its sole discretion for any reason. Flare shall not be liable to you or anyone else for any damages arising from or related to Flare’s suspension or termination of your access to the Platform or the Content, or in the event Flare modifies, discontinues or restricts the availability of the Platform or the Content (in whole or in part).

14. Platform Unavailability: Without limiting the generality of the previous section, the Platform or Content may be unavailable or limited for various reasons, and we shall not be liable to you for any such unavailability, including without limitation (a) hardware, software, server, network, or telecommunications failures, (b) severe weather, war, riot, act of God, fire, earthquake, strike, labor shortage, etc., (c)regulatory restrictions and other acts of government, (d) interruptions due to utility and power companies, and (e) interruptions due to hacking or other malicious intrusion.

15. Cooperation with Law Enforcement: Flare will cooperate with law enforcement if you are suspected of having violated applicable laws. YOU WAIVE AND HOLD FLARE AND ITS REPRESENTATIVES HARMLESS FOR ANY COOPERATION WITH, OR DISCLOSURE OF YOUR INFORMATION TO, LAW ENFORCE MENTRELATING TO YOUR SUSPECTED VIOLATION OF APPLICABLE LAWS.

16. Disputes: These Terms, and your access to and use of the Platform, are governed by the laws of the State of Illinois, without regards to its conflict of laws principles. Venue is exclusively in the state or federal courts, as applicable, located in Chicago, Illinois. The parties expressly agree to the exclusive jurisdiction of those courts. Any cause of action or other claim brought by you with respect to the Platform or Content must be commenced within one year after the cause of action or claim arises.

17. Assignment: We may assign our rights and delegate our duties under these Terms at any time to any party without notice to you. You may not assign your rights or delegate your duties under these Terms without our prior written consent. These Terms inure to the benefit of Flare’s successors and assigns.

18. Entire Agreement: These Terms and any terms posted throughout the Platform (if any) are the entire agreement between you and Flare with respect to your access to and use of the Platform.

19. Waiver: Flare’s failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Flare.

20. Severability: If any provision of these Term sis held invalid, void, or unenforceable, that provision will be severed from the remaining provisions and the remaining provisions will remain in full force and effect. The headings in these Terms are for convenience only and do not affect the interpretation of these Terms.

21. Contact Us: Please direct any questions and concerns regarding these Terms to us at:

Flare Financial Systems,Inc.
332 S Michigan Ave
Suite 121 # 5453
Chicago, IL 60604
1 (872) 266-9405
support@flarefs.com

Flare Financial Systems, Inc. ENTERPRISE TERMS AND CONDITIONS

Table of contents

Updates, Upgrades, and Modifications tothe Platform

Non-Exclusivity

Fees and Payment

Intellectual Property Rights

Customer Responsibilities

Representations and Warranties

Limitation of Liability

Indemnification

Confidentiality

Data Privacy and Security

Term, Suspension, Termination, and Survival

Additional Terms

Miscellaneous

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