STANDARD TERMS AND CONDITIONS

1. TERMS OF SERVICE. Every Software Subscription
   Agreement (each, an “Agreement”) and all Orders entered into
   by Help With My Loan, Inc., a Delaware corporation
   (“HWML”) are bound by (i) all the terms and conditions of sale
   set forth below (as may be updated from time to time, these
   “Terms of Service”); (ii) the HWML terms of use located at
   https://hwml.hwml.app/terms-and-conditions/ (as the
   same may be updated from time to time, the “Terms of Use”);
   (iii) the HWML privacy policy located at
   https://hwml.hwml.app/privacy-policy/ (as the same may
   be updated from time to time, the “Privacy Policy”);
2. DEFINITIONS. In this Agreement, the following
   terms shall have the following meanings, and such meanings
   shall apply to both singular and plural forms of any such terms:
   “HWML Materials” means the Software, APIs,
   Documentation and HWML Systems and any and all other
   information, data, documents, materials, works and other
   content, devices, methods, processes, hardware, software and
   other technologies and inventions, including any deliverables,
   technical or functional descriptions, requirements, plans or
   reports, that are provided or used by HWML or any
   subcontractor or Third Party Provider of HWML in connection
   with the Services or otherwise comprise or relate to the Services
   or HWML Systems, including, for the purposes of this
   Agreement, as between the parties, HWML Third Party Tools
   and Data. For the avoidance of doubt, HWML Materials
   include Usage Data.
   “HWML Site” means https://hwml.app/ and/or
   https://hwml.hwml.app/, as the case may be,
   including all subdomains and as each may be updated from time
   to time.
   “HWML Systems” means the information technology
   infrastructure used by or on behalf of HWML in performing the
   Services, including all computers, software, HWML Site, any
   HWML application designed for mobile or other specific
   devices, hardware, databases, electronic systems (including
   database management systems) and networks, whether
   operated directly by HWML or through the use of third party
   services.
   “HWML Third Party Tools and Data” means the third
   party tools, software, services, Third Party Provider Content,
   content, materials, information, documents, specifications,
   products, equipment or components of or relating to the
   Services that are procured by HWML from Third Party
   Providers and with which any or all of the Services, including
   the Software, interoperate.
   “Broker Data” means information, data and other
   content, but excluding Usage Data, in any form or medium,
   which (i) is uploaded or transmitted directly or indirectly by
   Broker or an Authorized User to HWML by or through the
   Software Services; (ii) is directly output from the Processing of
   such information, data or content by or through the Software
   Services; or (iii) is created by Broker and maintained by Broker
   within the Software Services. For clarity, Broker Data includes
   Broker Personal Information.
   “Broker Systems” means Broker’s, or any Authorized
   User’s, information technology infrastructure, including
   without limitation or other computers, software, hardware,
   databases, electronic systems (including database management
   systems), networks, telephones, telecommunications
   connections, whether operated directly by Broker or any
   Authorized User, Third Party Provider or Distributor.
   “Broker Third Party Services and Data” means any
   third party services, hardware, data, information, or content that
   are procured by Broker from Third Party Providers to
   interoperate with the Services.
   “Access Methods” means the user identifiers and
   passwords used to verify an Authorized User’s credentials to
   use the Software Services and Support pursuant to this
   Agreement.
   “Additional Order” means a written order agreed to
   between Broker and HWML or Broker’s order of additional
   Software and/or Services through the HWML Site for
   additional Software or Services to be purchased, licensed or
   otherwise provided by HWML. All such Additional Orders will
   be bound by all the terms of the Agreement.
   “Affiliate” means an entity either directly or indirectly
   Controlled by, Controlling or under common Control (as
   defined below) of a party.
   “Agreement” also means this Software Subscription
   Agreement, all schedules and exhibits to this Software
   Subscription Agreement, the Initial Order and each Additional
   Order, all amendments to the foregoing, and all other
   documents incorporated by reference herein and therein.
   “API” means any application program interface that
   HWML makes available hereunder.

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  “Applicable Privacy Laws” means all laws,
  regulations, rules and guidance pertaining to privacy, data
  processing and data protection applicable to HWML’s
  Processing of Personal Information in connection with
  HWML’s provision of and making available of the Services;
  “Authority” means any government authority, agency,
  body or department, whether federal, state, or municipal,
  having or claiming jurisdiction over the Agreement and
  “Authorities” means all such authorities, agencies, bodies and
  departments.
  “Authorized User” means those employees, agents,
  independent contractors, and customer(s) who are authorized
  by HWML (or by Broker’s Services Administrator, as defined
  in and specified in an Order) to use Services, and who have
  been supplied Access Methods, as may be further specified in
  the Agreement or an Additional Order.
  “Claims” means all claims, demands, losses, liabilities
  and damages (including taxes and related penalties if
  applicable), and all related costs and expenses, including
  reasonable legal and professional fees, expert fees and
  disbursements, and costs of investigation, litigation, settlement,
  judgment and appeal, if any.
  “Control” (and its variants set forth in Section 1.2)
  means having a more than fifty percent (50%) equity voting
  interest or the sole power to direct or cause the direction of the
  management or policies of the entity, whether through the
  ability to exercise voting power, by contract or otherwise.
  “Confidential Information” means any oral, written,
  graphic or machine readable information including, but not
  limited to, that which relates to research, trade secrets, product
  plans, products, developments, inventions, processes, designs,
  drawings, engineering, formulae, markets, software, hardware
  configuration, algorithms, business plans, agreements with
  third parties, services, customers, marketing or finances of the
  disclosing party, which Confidential Information is designated
  in writing to be confidential or proprietary, or if given orally, is
  confirmed in writing as having been disclosed as confidential
  or proprietary within a reasonable time (not to exceed thirty
  days) after the oral disclosure, or which information would,
  under the circumstances, appear to a reasonable person to be
  confidential or proprietary.
  “Distributor” means a third party distributor or vendor
  over whose network or through whose services Broker may use
  the Services.
  “Documentation” means any written specifications,
  manuals or instructions for the Software Services that HWML
  specifically provides or makes available for Broker through
  Broker’s account, as well as any then-current general minimum
  Broker System requirements as published by HWML (as may
  be updated from time-to-time).
  “Feedback” means all suggestions, input, information,
  comments, or other feedback provided by or on behalf of
  Broker to HWML with respect to the Services, but excludes
  Broker Data.
  “Harmful Code” means any software, hardware or
  other technology, device or means, including any virus, worm,
  malware or other malicious computer code, the purpose or
  effect of which is to permit unauthorized access to, or to
  destroy, disrupt, disable, distort, or otherwise harm or impede
  in any manner any (a) computer, software, firmware, hardware,
  system or network; or (b) any application or function of any of
  the foregoing or the security, integrity, confidentiality or use of
  any data Processed thereby.
  “Intellectual Property Rights” means all intellectual
  property and other proprietary rights, including, without
  limitation, all rights provided under trade secret law, patent law,
  copyright law, trade mark or service mark law, design patent or
  industrial design law, semi-conductor chip or mask work law,
  and any other statutory provision or common law principle
  which may provide a right in either ideas, formulae, algorithms,
  concepts, inventions or know-how, whether registered or not
  and including all applications therefor.
  “Modifications” means any corrections,
  improvements, translations, alterations, adaptations, revisions,
  withdrawals, additions, developments, as well as new versions
  or regular enhancements, changes, upgrades or updates; and
  “Modify” shall mean the creation of any of the foregoing. For
  clarity, Modification does not include additional or wholly new
  modules, products or services.
  “Order” means the Initial Order or an Additional
  Order, as the case may be.
  “Personal Information” means (a) information about
  an identified or identifiable individual; (b) any information that
  when combined with such individually identifiable information
  identifies an individual; or (c) information that is otherwise
  protected under Applicable Privacy Laws.
  “Process” means to create, obtain, acquire, record,
  access, organize, alter, use, store, maintain, copy, aggregate,
  disclose, erase, destroy, dispose of or otherwise process.
  “Processing” and “Processed” have correlative meanings.
  “Professional Services” means the customization,
  integration, training, consulting, development and other
  professional services purchased pursuant to the Agreement or
  any Order, and any Modifications to such services, but does not
  include Software Services or Support.
  “Service Level Commitment” means the service level
  commitment attached as Schedule 1.
  “Services” means the Software Services, including
  accompanying Support, and Professional Services.
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  “Software” means the HWML software application(s)
  and other software, and all Modifications of the foregoing, that
  HWML makes available for use as part of the Software
  Services whether through the HWML Site or otherwise.
  “Software Services” means the software services
  made available by HWML for use by Broker, including the
  making available of the Software and accompanying Support,
  and any Modifications to such services and/or software, as may
  be subscribed to or purchased by Broker pursuant to and as
  specified in an Order, but not including Professional Services
  or HWML Third Party Tools and Data.
  “Support” means the standard support services
  accompanying the Software Services, as described in the
  Service Level Commitment, and any Modifications to such
  support services, but not including Professional Services or
  HWML Third Party Tools and Data. For clarity, Support does
  not include Professional Services, hardware and related
  supplies and support thereof, or any onsite (e.g. onsite at a
  Broker location) support.
  “Third Party Provider” means a supplier of data,
  information, content, software, services or other items or
  infrastructure that are part of or otherwise used in connection
  with the Services to include Amazon Web Services, Google
  Analytics, Twilio, Mixpanel, Hotjar, Zendesk and Stripe.
  “Use” or “use” (a) of the Software Services, including
  accompanying Support, means to9 “access and use” the
  Software Services and to “access, use and, to the extent
  applicable, receive” Support; and (b) of Professional Services,
  means to “receive” Professional Services.
  “Usage Data” means information, data and other
  content collected from, as well as insights, ideas, observations
  and know-how generated from, HWML’s monitoring of usage
  and interaction with the Services by Authorized Users that is
  sufficiently different from Broker Data (including Personal
  Information) that Broker Data cannot be reverse engineered
  other otherwise identified from the inspection analysis or
  further Processing of such data.
  “Work Product” means (in any form including source
  code) any and all processes, methods, formulas, algorithms,
  reports, programs, manuals, software, flowcharts and systems
  and any improvements, enhancements, or modifications to any
  of the foregoing, which are developed, prepared, conceived, or
  made by HWML as part of, in connection with, or in
  relationship to the performance of Services pursuant to this
  Agreement. Work Product also means all such developments as
  are originated or conceived during the term of this Agreement
  but are completed or reduced to practice thereafter.

1. TERM & TERMINATION; FEES.
   3.1 Term/Termination/Suspension.
   3.1.1 Term of Agreement. This
   Agreement shall commence on the Effective Date and shall
   continue in effect thereafter for as long as any Order entered
   into pursuant to this Agreement remains in effect.
   3.1.2 Term of Order(s). The term of each
   Order will commence on its “Start Date” (as defined and stated
   therein) and shall continue in effect thereafter for its term as
   may be specified in any such Order and in accordance with the
   provisions stated therein. In the event no term is indicated in an
   Order for Software Services, (a) the term of such Order will be
   the three (3) year period commencing on the Start Date (as
   defined and stated in such Order); and (b) such term will
   automatically renew for successive 12 month periods unless
   either party notifies the other in writing of its decision not to
   extend the term of such Order at least 60 days prior to the
   expiration of the then current term.
   3.1.3 Termination for Breach;
   Insolvency. Either party may terminate any or all Orders in the
   event of a material breach thereof which is not cured within 30
   days of written notice of such material breach; provided,
   however, such termination shall not take effect if the breaching
   party cures or corrects the breach within such 30 day notice
   period. In addition, either party may terminate any or all Orders
   upon written notice to the other if the other party is adjudicated
   as bankrupt or if a petition in bankruptcy is filed by or against
   the other party (and such petition is not dismissed within 30
   calendar days) or if the other party makes an assignment for the
   benefit of creditors or an arrangement pursuant to any
   bankruptcy act or insolvency laws.
   3.1.4 Suspension of Services. In the event
   that HWML learns of any of the following described
   circumstances, then HWML may immediately suspend or
   disable Broker’s or any Authorized User’s use of any or all of
   the Services and HWML Materials, without liability to
   HWML: (a) any breach of Section(s) 3.5.1(a), 3.5.2(a), or 6.2;
   (b) any circumstance that HWML reasonably and in good faith
   believes requires temporary suspension of the Services in order
   to protect the Services, HWML, HWML Materials, any
   HWML Third Party Provider, or any of HWML’s client’s or
   their data, for clarity including for example but not exclusively
   cases of cyber-attack, Broker data breach or physical security
   risk to equipment; or (c) if Broker does not cure any late
   payment hereunder within 10 days of the date of HWML’s
   notice regarding such late payment, HWML will give Broker
   reasonable advance notice of a suspension under this paragraph
   and a chance to cure the grounds on which the suspension is
   based, unless HWML determines, in its reasonable judgment,
   that a suspension on shorter or contemporaneous notice is
   necessary to protect the Services, HWML, HWML Materials,
   any HWML Third Party Provider, or any of HWML’s Brokers
   or their data from imminent risk. In the event that HWML
   suspends use of the Service pursuant to this Section 3.4.4,

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  HWML will promptly inform Broker in writing, and will use
  reasonable efforts to limit the suspension to the affected
  portion(s) of the Services, and will work with Broker to resolve
  the issue(s) causing such suspension.
  3.1.5 Effect of Termination. In addition to
  any other termination obligations hereunder, the below
  provisions shall apply upon the earlier of termination of this
  Agreement or termination of any Order.
  (1) Broker shall immediately
  cease using any terminated or expired Services, HWML Third
  Party Tools and Data and HWML Materials. Broker shall
  within 30 days: (a) pay all agreed upon sums owing to HWML
  under the affected Order(s) to the date of termination; (b) return
  to HWML, or at HWML’s written request destroy, all
  documents and tangible materials containing, reflecting,
  incorporating, or that are based on, any HWML Materials or
  other HWML Confidential Information; (c) permanently erase
  all HWML Materials and other HWML Confidential
  Information, as well as all electronic files containing,
  reflecting, incorporating, or that are based on HWML
  Confidential Information or HWML Materials, from all Broker
  Systems; and (d) upon HWML’s request, certify to HWML in
  a signed written instrument that it has complied with the
  requirements of this Section.
  (2) Notwithstanding anything
  to the contrary in this Agreement, with respect to information
  and materials then in its possession or control: (a) HWML may
  retain Broker’s Confidential Information and HWML may
  retain Broker Data, in each case, in its then current state and
  solely to the extent and only for so long as required by
  applicable law, rule or regulation; and (b) HWML may retain
  Broker Data in its backups, archives and disaster recovery
  systems until such Broker Data is deleted in the ordinary course
  (up to 180 days following the date of termination of this
  Agreement). All information and materials described in this
  Section 3.4.5(2) will remain subject to all confidentiality,
  security and other applicable requirements of this Agreement.
  3.1.6 Transition. Upon termination of this
  Agreement, at Broker’s request, and for a period not to exceed
  ninety (90) days from the date of termination, HWML shall
  cooperate with Broker in the transition of moving Broker Data
  back to Broker or Broker’s designee. If the Agreement is
  terminated by HWML pursuant to Section 3.4.3, then such
  services shall be provided by HWML at its then-current
  standard professional services rates plus expenses and Taxes,
  and HWML may at its discretion require advance payment or
  other adequate security for payment as HWML may consider
  appropriate in connection with or as a condition to the provision
  of services described in this Section 3.4.6.
  3.2 General Services Restrictions and
  Obligations; Representations and Warranties.
  3.2.1 General Broker Obligations. Broker
  shall: (a) obtain and maintain all necessary licenses, consents,
  and permissions necessary for HWML, its contractors and
  agents to perform their obligations under this Agreement; and
  (b) comply with all applicable laws, rules, and regulations
  applicable to its use of the Services, HWML Materials and
  Broker Third Party Services and Data, including privacy laws,
  securities laws, and export laws.
  3.2.2 Responsibility. Broker shall be
  responsible for its, and any Authorized User’s (a) compliance
  with, and breach of, (i) this Agreement; (ii) the Terms of Use;
  and (iii) the Privacy Policy; and (b) any conclusions, decisions
  or actions based on their use of the Services, HWML Materials
  or Broker Third Party Services and Data. None of Broker or
  any Authorized User may use the Services or any HWML
  Materials other than in the manner specifically identified in this
  Agreement.
  3.2.3 Access Methods. Authorized Users
  may only use the Services via the Access Method(s) stated in
  the applicable Order(s). Broker is responsible for protecting the
  security and integrity of all Access Methods. Broker shall hold
  in strict confidence all administrative Access Methods. Broker
  is responsible for any acts or omissions occurring under any
  administrative Access Methods, other than those administrative
  Access Methods which are under the control or care of HWML.
  3.2.4 Corrective Action and Notice. If
  Broker becomes aware of any actual or threatened activity
  prohibited by this Section 3, then Brokershall, immediately: (a)
  take all reasonable and lawful measures within its control
  necessary to stop the activity or threatened activity and to
  mitigate its effects; and (b) notify HWML of any such actual or
  threatened activity.
  3.2.5 Broker Systems. As between the
  parties, Broker has and will retain sole control over the
  operation, maintenance and management of, and all use of, any
  Broker Systems, and sole responsibility for all use and receipt
  of the Services and HWML Materials by any person by or
  through Broker Systems or any other means controlled or
  directed by Broker or Authorized User, including any
  information, instructions or materials provided by same to the
  Services or HWML.
  3.2.6 Cooperation. Broker shall: (a)
  provide reasonable cooperation and assistance as HWML may
  reasonably request to enable HWML to exercise its rights and
  perform its obligations under and in connection with this
  Agreement; (b) promptly communicate to HWML all changes
  to Broker’s resources, equipment, facilities and software, that
  impact or may impact the Services; and (c) carry out all other
  Broker responsibilities set out in this Agreement in a timely and
  efficient manner. HWML is not responsible or liable for any
  delay or failure of performance caused in whole or in part by
  Broker’s delay in performing, or failure to perform, any of its
  obligations under this Agreement.
  3.2.7 Relationship Management. The
  parties will each appoint a person to act as its representative for
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  managing the overall relationship between the parties. The
  parties’ representatives will meet quarterly to review the status
  of the Services, and the parties’ compliance with this
  agreement, and other relationship governance matters as
  mutually agreed from time to time.
  3.2.8 Modifications; Upgrades; New
  Services. HWML reserves the right to Modify any of the
  Software Services or HWML Materials and any portions or
  configurations thereof, from time to time; provided that no such
  Modification may materially diminish any functionality or
  feature of the Software Service material to Broker’s use of the
  Software. HWML may, in its sole discretion, make available,
  for additional fees, additional or wholly new modules, services
  and products that have materially different functionality from
  the Software Services as described in the Initial Order.
  3.2.9 HWML Third Party Tools and Data.
  Except with respect to HWML’s Hosting Providers, HWML
  shall be responsible for all HWML Third Party Tools and Data
  provided as part of the Software Services and shall provide
  Support for the same.
  3.2.10 Broker Third Party Services and
  Data. Broker may from time to time procure Broker Third Party
  Services and Data. Any acquisition by Broker of any such
  Broker Third Party Services and Data, and any exchange of
  data between Broker and any Third Party Provider, is solely
  between Broker and the applicable Third Party Provider.
  HWML does not warrant or support Broker Third Party
  Services and Data, except that (i) HWML will support
  integration of the interoperability of the Software Services with
  Broker Third Party Services and Data; and (ii) HWML may
  agree to other support if specifically agreed to by the parties in
  a particular Order.
  3.2.11 Promotional Material. If HWML or
  Broker wishes to use promotional material referring to the other
  party, its services or marks, the party desiring to use such
  material shall, before using it, submit such material to the other
  party for review and written approval. The parties agree that
  any of them can withhold approval until the promotional
  material is agreeable to such party.
  3.2.12 Mutual Representations and
  Warranties. Each party represents and warrants to the other
  party that: (a) it is duly organized, validly existing and in good
  standing as a corporation or other entity under the laws of the
  jurisdiction of its incorporation or other organization; (b) it has
  the full right, power and authority to enter into his Agreement;
  (c) the execution of this Agreement by its representative whose
  signature is set forth at the end of this Agreement has been duly
  authorized by all necessary corporate or organizational action
  of such party; (d) when executed and delivered by both parties,
  this Agreement will constitute the legal, valid and binding
  obligation of such party, enforceable against such party in
  accordance with its terms; and (e) the fulfilment of its
  obligations under this Agreement will not breach its contractual
  or other obligations to third parties, and will not breach any
  applicable laws.
  3.2.13 HWML Representations and
  Warranties. HWML represents and warrants that the
  Professional Services will be performed in a competent,
  professional and workmanlike manner. To the extent any
  acceptance criteria are required in connection with any Work
  Product provided as part of any Professional Services provided
  pursuant to a particular Order, then such criteria shall be set out
  in such Order. In the event such Work Product do not meet such
  acceptance criteria, HWML will reasonably proceed to correct
  the deficiency until such Work Product are accepted (not to be
  unreasonably withheld) by Broker. For a period of 90 days from
  such Acceptance (“Work Product Warranty Period”), HWML
  warrants that such Work Product will materially conform to
  such applicable acceptance criteria, if any. During the Work
  Product Warranty Period, HWML’s sole responsibility and
  Broker’s sole remedy with respect to non-conforming Work
  Product is for HWML to, at its option, either use commercially
  reasonable efforts to correct the deficiency or terminate the
  affected Professional Services and refund to Broker any
  amounts paid for such Work Product, but termination may only
  be selected if the deficiency cannot be corrected by HWML,
  using commercially reasonable efforts, within 30 days of
  Broker’s written notice of the deficiency. The warranty set forth
  in in this Section 6.3.2 does not apply upon any of the
  following: (a) any change, addition, deletion or other
  modification was made to the Work Product, except as
  specifically authorized in writing by HWML; and (b) failure by
  Broker to report a deficiency within the specified Work Product
  Warranty Period.
  3.3 Fees and Charges.
  3.3.1 Fees and Charges; Payment Terms.
  Broker shall pay fees and charges stated in the applicable
  Order(s), in United States Dollars, plus all applicable Taxes,
  within 15 days after the date of HWML’s invoice. These fees
  and charges shall be due and payable by Broker to HWML
  regardless of whether Broker uses any Services. In case of
  Termination for Breach or Insolvency as per Section 3.4.3, only
  the unused portion of pre-paid fees is refundable.
  3.3.2 Fee Increases. There will be no
  increase in the fees and charges for the Software Service(s)
  specified in a particular Order for at least one year following
  the Effective Date. Thereafter, HWML may increase the fees
  and charges in such Order by providing advance written notice
  to Broker, but HWML shall not increase its fees and charges
  for the Software Service subscribed to thereunder more than
  once during any 12 month period.
  3.3.3 Late Payment. HWML may assess a
  late charge at a rate of (i) 1% per month; or (ii) the maximum
  amount allowed under the law, whichever shall be greater, on
  all amounts due and not paid within 30 days of the date of
  HWML’s invoice until the time of HWML’s receipt of
  payment.
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  3.3.4 Taxes. HWML’s rates, fees and
  other charges set forth in this Agreement do not include any and
  all present or future taxes, levies, customs, duties, deductions,
  charges or withholdings, and all liabilities (including penalties,
  additions to tax, interest and expenses) with respect thereto,
  including but not limited to value added tax, sales tax,
  consumption tax and similar taxes or duties, as well as any
  similar city, municipal, provincial or state taxes whether
  currently imposed or to be imposed in the future, but excluding
  always taxes or duties determined on HWML’s gross or net
  income, personnel or property (collectively, hereinafter
  referred to as “Taxes”), for which Broker will be responsible.
  For any Taxes that HWML is required to withhold or remit to
  the applicable taxing authority, HWML shall include each such
  Tax as a separate line item on its applicable invoice, shall
  timely remit such Taxes to the applicable taxing authority and
  shall indemnify Broker from any failure thereof by HWML. If
  any Taxes are found to be applicable or if Broker or any person
  paying to HWML on behalf of Broker (including banks) shall
  be required by Law to deduct any Taxes from or in respect of
  any sum payable to HWML hereunder, then: (a) the sum
  payable to HWML shall (at the same time and on the same
  conditions as applied to the sum payable) be increased as may
  be necessary such that following all required deductions,
  HWML receives the amount equal to the sum it would have
  received had no such deductions been made; and (b) Broker
  shall pay the full amount deducted to the relevant taxation
  authority or other authority in accordance with the applicable
  Law. Upon the request of HWML, Broker shall promptly take
  all reasonable and proper actions, including, without limitation,
  the completion of forms, certificates and documents and the
  provision of information to the relevant taxing authority, of the
  kind required under the applicable Law.

1. NONDISCLOSURE OF CONFIDENTIAL
   INFORMATION. HWML and Broker each agree not to use
   any Confidential Information disclosed to it by the other party
   for its own use or for any purpose other than to carry out the
   purposes of this Agreement. Neither party will disclose or
   permit disclosure of any Confidential Information of the other
   party to third parties or to employees of the party receiving
   Confidential Information, other than directors, officers,
   employees, consultants and agents who are required to have the
   information in order to carry out the purposes of this
   Agreement. Each party has had, or will have, entered into
   arrangements with its employees, consultants and agents who
   have access to Confidential Information of the other party with
   substantially similar restrictions on disclosure to this provision.
   Each party agrees that it will take all reasonable measures to
   protect the secrecy of and avoid disclosure or use of
   Confidential Information of the other party in order to prevent
   it from falling into the public domain or the possession of
   persons other than those persons authorized under this
   provision to have any such information. Such measures will
   include, but not be limited to, the highest degree of care that the
   receiving party utilizes to protect its own Confidential
   Information of a similar nature, which will be no less than
   reasonable care. Each party agrees to notify the other in writing
   of any actual or suspected misuse, misappropriation or
   unauthorized disclosure of Confidential Information of the
   disclosing party which may come to the receiving party’s
   attention. Notwithstanding the above, neither party will have
   liability to the other with regard to any Confidential
   Information of the other which the receiving party can prove:
   (i) was in the public domain at the time it was disclosed or has
   entered the public domain through no fault of the receiving
   party; (ii) was known to the receiving party, without restriction,
   at the time of disclosure, as demonstrated by files in existence
   at the time of disclosure; or (iii) is disclosed with the prior
   written approval of the disclosing party. Confidential
   Information may be disclosed pursuant to the order or
   requirement of a court, administrative agency, or other
   governmental body; provided, however, that the receiving party
   will provide prompt notice of such court order or requirement
   to the disclosing party to enable the disclosing party to seek a
   protective order or otherwise prevent or restrict such disclosure.
   Confidential Information so disclosed will continue to be
   treated as Confidential Information as between the parties
   hereto. Notwithstanding the foregoing, either party may
   provide information about the terms and status hereof on a
   confidential basis to its subcontractors, lenders, private
   investors, legal counsel, accountants, auditors and other
   professional advisors, and either party may file a copy of this
   Agreement with the Securities and Exchange Commission or
   other applicable regulatory body on advice of counsel;
   provided, however, that the filing party will use reasonable
   efforts to seek confidential treatment of the economic terms of
   this Agreement and will notify the other (non-filing) party in
   writing in advance of such filing. Each party acknowledges that
   the restrictions and obligations in this Section 6.6 are
   reasonable and necessary to protect the other party’s interests
   and in the event of a violation of these restrictions or
   obligations, remedies at law may be inadequate and a violation
   may cause irreparable damages. Accordingly, notwithstanding
   anything to the contrary herein, each party shall be entitled to
   immediately seek injunctive relief, without posting bond or
   other security, against the other party or the other party’s
   employees or agents for any violation thereof.
2. SECURITY; PERSONAL INFORMATION;
   DISASTER RECOVERY.
   5.1 Security. HWML shall be responsible for
   implementing and complying with commercially reasonable
   measures (including technical and organizational security
   measures) designed to maintain the security and non-disclosure
   of all Broker Data in the course of providing the Software
   Services and Support under this Agreement. HWML shall
   comply with all Laws (including Applicable Privacy Laws)
   applicable to its Processing of Broker Data and otherwise
   performing the Services. HWML shall use reasonable
   endeavors to set up, maintain and operate in good repair all
   systems used to perform the Services. In addition, HWML shall
   ensure, using commercially reasonable endeavors, that all
   systems used to provide the Services are configured in
   accordance with the “principle of least privilege”.

• 7 –
  5.2 Personal Information. HWML acknowledges
  that Broker Data may include Personal Information of
  Authorized Users (“Broker Personal Information”). With
  respect to such Broker Personal Information, HWML shall: (a)
  use Broker Personal Information only for the purposes
  necessary to fulfill this Agreement; and (b) maintain Broker
  Personal Information only for so long as may be required to
  fulfill the purposes for which Broker Personal Information was
  collected, or as may be permitted herein.
  5.3 Government Demand. Notwithstanding
  anything to the contrary in this Agreement, HWML may
  disclose Broker Data as required by applicable law, rule or
  regulation, including Applicable Privacy Law, or by proper
  legal or Authority. HWML shall, to the extent legally
  permitted, give Broker prompt notice of any such legal or
  governmental demand and reasonably cooperate with Broker in
  any effort to seek a protective order or otherwise to contest such
  required disclosure, at Broker’s expense.
  5.4 Hosting. Broker agrees that HWML may
  transfer Broker Data to, and Process Broker Data via, providers
  of hosting and backup services for the purposes of HWML
  providing and making available the Services (each, a “Hosting
  Provider”). HWML shall provide to Broker a list of such
  Hosting Provider(s) involved in the Services who have been
  transferred Broker Data for backup storage, hosting storage and
  Processing services, and a copy of any information HWML
  receives describing the information security of such Hosting
  Providers. Broker shall be provided notice of any changes by
  HWML from one Hosting Provider to another.

1. ADDITIONAL TERMS AND CONDITIONS.
   6.1 Broker Data; Feedback. As between the
   parties, Broker owns all right, title and interest in and to Broker
   Data. Broker hereby grants to HWML and its Affiliates a nonexclusive, worldwide, royalty-free, fully paid-up license to use
   and Process (including, without limitation, to host, store, copy,
   record, transmit, maintain, and display), including via Broker’s
   Third Party Providers, Broker Data and any Broker Third Party
   Services and Data for the purposes of (i) making available and
   providing the Services hereunder; and (ii) research, statistical,
   data analysis, marketing, sales tracking or similar purposes.
   Broker is solely responsible for the following with respect to
   any Broker Data and Broker Third Party Services and Data: (a)
   compliance with the Acceptable Use Policy; (b) all storage,
   backup and retrieval thereof not used by HWML to provide or
   make available the Services; (c) any transmission errors,
   corruption, or compromise thereof transmitted via Distributors
   or other Third Party Providers, or otherwise transmitted via the
   Internet; and (d) the condition, completeness, timeliness,
   backup, legality, reliability, integrity, accuracy and quality
   thereof. Broker agrees that HWML does not review, edit,
   substantiate, determine or otherwise have any responsibility for
   the accuracy, quality, integrity, legality, reliability, or
   appropriateness of any Broker Data or Broker Third Party
   Services and Data. For certainty, HWML is not responsible for
   and has no liability for Broker not storing and backing-up all
   Broker Data. Broker may from time to time provide Feedback.
   Broker agrees that all Feedback is and shall be given entirely
   voluntarily. Feedback, even if designated as confidential by
   Broker shall not, absent a separate written agreement, create
   any confidentiality obligation for HWML. HWML shall be free
   to use, disclose, reproduce, license or otherwise distribute, and
   exploit the Feedback provided to it as it sees fit, entirely without
   obligation or restriction of any kind on account of Intellectual
   Property Rights or otherwise.
   6.2 HWML’s Proprietary Rights; Third Party
   Beneficiaries; Equitable Relief. All right title and interest in and
   to the Services and HWML Materials, and any Work Product,
   including, without limitation, all Intellectual Property Rights
   and other proprietary rights therein, are and shall remain the
   sole and exclusive property of HWML, its Affiliates and their
   Third Party Providers, as the case may be. This Agreement does
   not grant any Intellectual Property Rights or license under any
   Intellectual Property Rights in or to the Services or HWML
   Materials. All rights in and to the Services and HWML
   Materials are expressly reserved by HWML and the respective
   Third Party Providers. Broker shall not violate the Intellectual
   Property Rights and other proprietary rights of HWML, its
   Affiliates, and their Third Party Providers in the Services and
   HWML Materials, including, but not limited to, any
   contractual, statutory, or common-law rights, during and after
   the term of this Agreement or of any Order. Upon any
   termination of this Agreement or suspension of Services,
   Broker shall immediately cease all use of Software, Software
   Services and HWML Materials. Broker shall comply with all
   reasonable requests made by HWML to protect the rights of
   HWML at their expense, its Affiliates, and their Third Party
   Providers in the Services and HWML Materials. As between
   the parties, all Broker Data and Broker Systems, and all
   Intellectual Property Rights therein, shall remain the sole and
   exclusive property of Broker, and, except in the course of
   fulfilling its obligations hereunder, HWML shall not use,
   disclose, or otherwise share such with any third-party including
   but not limited to any other financial service provider. The
   parties agree that any breach or threatened breach of Section 4
   or this Section 6.2 shall cause a party, its Affiliates and/or their
   Third Party Providers irreparable injury that cannot be
   adequately compensated for by means of monetary damages.
   Any breach thereof may be enforced by the affected party, its
   Affiliates, or their Third Party Providers by means of equitable
   relief (including, but not limited to, injunctive relief) in addition
   to any other rights and remedies that may be available, without
   the need to post a bond or other security.
   6.3 DISCLAIMERS. EXCEPT AS
   EXPRESSLY SPECIFIED IN THIS AGREEMENT, WITH
   RESPECT TO THE SERVICES, HWML MATERIALS,
   THIRD PARTY TOOLS AND DATA, BROKER THIRD
   PARTY SERVICES AND DATA, WORK PRODUCT, AND
   ANY DATA OR RESULTS OBTAINED OR OUTPUT BY
   USING ANY OF THEM: (A) BROKER’S OR AUTHORIZED
   USER’S, USE THEREOF ARE ALL AT THEIR SOLE RISK;
   (B) ARE PROVIDED “AS IS” AND “AS AVAILABLE”; (C)
   THE REMEDIES LISTED IN THE SERVICE LEVEL

• 8 –
  COMMITMENT ARE BROKER’S SOLE AND EXCLUSIVE
  REMEDY, AND HWML’S SOLE OBLIGATION,
  REGARDING ANY FAILURE OF OR OTHER ISSUE WITH
  THE SOFTWARE, SERVICES OR SUPPORT; AND (D)
  THERE ARE NO REPRESENTATIONS, WARRANTIES,
  CONDITIONS OR GUARANTEES, WHETHER WRITTEN
  OR ORAL, EXPRESS OR IMPLIED (WHETHER ARISING
  UNDER COMMON LAW, STATUTE, COURSE OF
  DEALING OR TRADE, OR OTHERWISE) (I) REGARDING
  ANY OF THEM, INCLUDING, BUT NOT LIMITED TO,
  ANY WARRANTY OR CONDITION OF FITNESS FOR A
  PARTICULAR PURPOSE, QUALITY,
  MERCHANTABILITY, QUALITY, NONINFRINGEMENT, CURRENCY, COMPLETENESS,
  ACCURACY, ACCESSIBILITY, RELIABILITY,
  SECURITY, AVAILABILITY, OR UNINTERRUPTED USE;
  OR (II) THAT ANY OF THEM WILL MEET ANY
  REQUIREMENTS, ACHIEVE ANY INTENDED RESULT,
  BE COMPATIBLE OR WORK WITH ANY SOFTWARE,
  SYSTEM OR OTHER SERVICES, OR BE SECURE
  (INCLUDING FROM HACKING OR OTHER
  UNAUTHORIZED INTRUSION, SUCH AS DENIAL OF
  SERVICE ATTACKS), ERROR FREE, OR FREE OF
  HARMFUL CODE.
  6.4 LIABILITY.
  6.4.1 LIMITATION. IN NO EVENT
  WILL THE MAXIMUM CUMULATIVE LIABILITY OF
  HWML OR ITS AFFILIATES, OR BROKER OR ITS
  AFFILIATES, FOR ANY AND ALL LIABILITIES AND
  CLAIMS ARISING IN CONNECTION WITH THIS
  AGREEMENT (REGARDLESS OF WHEN MADE)
  EXCEED THE TOTAL FEES PAID BY BROKER TO
  HWML UNDER THE APPLICABLE ORDER FOR THE
  SERVICE IN QUESTION IN THE 12 MONTH PERIOD
  PRECEDING THE DATE ON WHICH SUCH LIABILITY IS
  ALLEGED TO HAVE ARISEN.
  6.4.2 EXCLUSIONS. IN NO EVENT
  WILL HWML OR ITS AFFILIATES, OR BROKER OR ITS
  AFFILIATES, BE LIABLE FOR ANY OF THE
  FOLLOWING DAMAGES OR LOSSES WHATSOEVER
  ARISING FROM OR IN CONNECTION WITH THIS
  AGREEMENT (A) INDIRECT, INCIDENTAL, SPECIAL,
  CONSEQUENTIAL, AGGRAVATED, EXEMPLARY OR
  PUNITIVE DAMAGES OR LOSSES; (B) LOSS OF
  BUSINESS OR GOODWILL, SALES, USE, PROFITS, OR
  REVENUE, OR LOSS OF OR CORRUPTION TO DATA OR
  CONTENT; OR (C) COSTS FOR THE PROCUREMENT OF
  SUBSTITUTE PRODUCTS OF SERVICES.
  6.4.3 CARVE-OUT. THE
  LIMITATIONS AND EXCLUSIONS IN SECTION 6.4.1
  AND SECTION 6.4.2 DO NOT APPLY TO LIABILITY FOR
  (I) DEATH OR PERSONAL INJURY RESULTING FROM A
  PARTY’S NEGLIGENCE OR MISCONDUCT; (II) A
  PARTY’S INDEMNIFICATION OBLIGATIONS IN
  SECTION 6.6; (III) A PARTY’S BREACH OF SECTION 4
  (TO THE EXTENT NOT DUE TO A SECURITY INCIDENT
  OR A SECURITY INCIDENT CAUSE); (IV) THE
  VIOLATION OF A PARTY’S INTELLECTUAL
  PROPERTY RIGHTS; OR (V) A PARTY’S OR ITS
  REPRESENTATIVES’ FRAUD, GROSS NEGLIGENCE, OR
  WILLFUL MISCONDUCT.
  6.4.4 APPLICATION. THIS SECTION
  6.4 APPLIES TO ALL CAUSES OF ACTION, WHETHER
  BASED IN CONTRACT, TORT OR OTHERWISE,
  INCLUDING, WITHOUT LIMITATION, FOR
  FUNDAMENTAL BREACH, HOWEVER CAUSED AND
  REGARDLESS OF THE LEGAL THEORY OF LIABILITY,
  EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR
  HEREIN FAILS ITS ESSENTIAL PURPOSE, AND EVEN IF
  A PARTY IS ADVISED IN ADVANCE OF THE DAMAGES
  OR LOSSES IN QUESTION OR EVEN IF SUCH
  DAMAGES OR LOSSES WERE FORESEEABLE. THE
  PARTIES HAVE FREELY AND OPENLY NEGOTIATED
  THIS AGREEMENT, INCLUDING THE PRICING, IN THE
  KNOWLEDGE THAT THE LIABILITY OF THE PARTIES
  IS TO BE LIMITED IN ACCORDANCE WITH THE
  PROVISIONS OF THIS AGREEMENT.
  6.5 INDEMNIFICATION BY HWML. HWML
  will defend, indemnify, and hold harmless Broker, its officers,
  directors, employees, contractors, Affiliates, Authorized Users
  and agents (the “Broker Indemnitees”) from and against any
  and all liabilities, losses, damages, claims, and expenses,
  including legal fees (collectively, “Losses”) to the extent
  arising from any allegation that the Services, the Software or
  their use in accordance with the terms hereof Agreement
  infringe a third party’s Intellectual Proprietary Rights.
  6.5.1 Exceptions. Notwithstanding
  Section 6.5, HWML has no obligation hereunder and will be
  indemnified by Broker to the extent any infringement claim or
  litigation, or any liabilities, losses, damages, costs or expenses,
  including reasonable lawyers’ fees (“Losses”), arises as a result
  of: (a) use of any of the Services, Work Product or HWML
  Materials in violation of this Agreement; (b) any modification
  to any of the Services, Work Product or HWML Materials by a
  party other than HWML or its authorized agents; (c) any
  combination of any of the Services, Work Product or HWML
  Materials with any computer program, software, hardware or
  equipment where such claim of infringement would not exist
  without such combination; or (d) use of any of the Services,
  Work Product or HWML Materials after HWML notifies
  Broker to discontinue such use.
  6.5.2 Additional Infringement Remedies.
  In the event that any Services performed or Deliverable
  supplied by or through HWML in connection with this
  Agreement or any HWML Materials becomes, or in HWML’s
  reasonable opinion, is likely to become, the subject of a Claim
  of infringement, or if Broker is prevented from using the
  Services, the Work Product or the HWML Materials by reason
  of a Claim of infringement, HWML shall make commercially
  reasonable efforts, at HWML’s expense, to (i) modify the
• 9 –
  applicable component of the Services, Work Product or
  HWML Materials so that there is no longer any infringement,
  provided that the modification does not adversely affect the
  functionality or performance capabilities of the Work Product,
  Services or HWML Materials; (ii) procure for Broker
  Indemnitees the right to continue using the infringing
  component of the Work Product, Services or HWML Materials
  on terms not less favorable than those provided in this
  Agreement; or (iii) replace the infringing Services, Work
  Product or HWML Materials with functionally equivalent noninfringing Services, Work Product or HWML Materials that
  satisfy the warranties and covenants herein. In the event that the
  foregoing are not reasonably feasible within ninety (90) days
  after Broker is advised by HWML to cease using the allegedly
  infringing Deliverable, Service or HWML Materials, then
  either Party may terminate the Agreement and HWML shall
  refund all unused fees directly attributable to the infringing
  Services, Work Product or HWML Materials previously paid
  by Broker, including any unused prepayments received by
  HWML for Services or Work Product not provided as a result
  termination under this Section or as a result of Broker being
  advised to cease using the Services or Work Product as set out
  herein, as liquidated settlement of any liability other than the
  foregoing obligation of indemnification.
  6.5.3 Sole Remedy. This Section 6.5
  constitutes Broker’s sole remedy, and HWML’s sole
  obligations, in respect of infringement claims, proceedings
  inclusive of litigation and arbitration, and demands.
  6.6 INDEMNIFICATION BY BROKER.
  Broker shall indemnify, hold harmless and defend HWML, its
  Affiliates, and each of their respective officers, directors,
  employees, agents, heirs, successors in interest from and
  against any and all Losses from any third-party claim to the
  extent arising from: (a) Broker Data; (b) Broker’s or any
  Authorized User’s breach of this Agreement; (c) Broker’s or
  any Authorized User’s, breach of any applicable laws, rules or
  regulations; (d) Broker’s or any Authorized User’s, fraud or
  willful misconduct; (d) any property damage or personal injury
  caused by Broker or any Authorized User; or (e) Broker’s or
  any Authorized User’s financial, business or commercial
  judgments.
  6.7 INDEMNIFICATION PROCEDURES. The
  indemnification obligations on the part of either party
  hereunder are conditional upon: (a) the indemnifying party
  being notified in writing promptly of the indemnified party’s
  receipt of notice of the claim (provided, however, that the
  failure to provide such notice shall not relieve the indemnifying
  party of its indemnification obligations under Section 6.5 or
  Section 6.6, except to the extent of any material prejudice to the
  indemnifying party as a direct result of such failure); (b) the
  indemnifying party having sole control over the defense or
  settlement of such claim; and (c) the indemnifying party being
  given the necessary authorization, information and full cooperation and assistance by the indemnified party for the
  defense of same (at the indemnifying party’s cost); provided in
  all cases, however, that the indemnifying party shall not make
  any admission against the indemnified party’s interests or enter
  into any settlement or compromise of any Claim in the event
  such settlement or compromise imposes any liability or
  obligation on the indemnified party without the indemnified
  party’s prior written consent.

1. MISCELLANEOUS.
   7.1 Independent Contractors. Broker and
   HWML are independent contractors, and nothing in this
   Agreement will create any partnership, joint venture, agency,
   franchise, sales representative, or employment relationship
   between the parties. Neither party is an agent or representative
   of the other or is authorized to make any warranties or assume
   or create any other obligations on behalf of the other.
   7.2 Force Majeure and Uncontrollable Events.
   Except for the payment of money for goods delivered or
   services rendered, neither party will be liable for any
   interruption, delay or failure to perform any obligation under
   this agreement when such interruption, delay or failure results
   from causes beyond such party’s reasonable control, including
   any law or act of any governmental authority, war, riot,
   terrorism, insurrection or other hostilities, embargo, fuel or
   energy shortage, equipment breakdowns, power failure,
   pandemic, epidemic, fire, mass casualty event, flood,
   earthquake, act of God, strikes, lockouts, labor shortages,
   failure of a third party to satisfy its contractual obligations, or
   any other similar cause.
   7.3 Export Controls. Broker acknowledges and
   agrees that the Software Services, Support or HWML Materials
   may be subject to export controls under United States and other
   export control Laws. Broker shall not directly or indirectly,
   whether to an Affiliate or a third party: (a) export, re-export,
   transfer, or release (herein referred to as “export”) any
   component of the Software Services, Support or HWML
   Materials, to any prohibited or restricted destination, person, or
   entity; or (b) access or use or allow any Authorized User,
   Affiliate or third party to use the Software Services, Support or
   HWML Materials in a manner prohibited or restricted by export
   control Laws. Broker shall comply with all applicable export
   controls Laws at all times.
   7.4 Audit; Inspection. During the term of this
   Agreement, and upon at least 14 days’ prior written notice to
   Broker, no more often than once per annum HWML shall have
   the right, during normal business hours, to audit the manner of
   use of the Services solely in accordance with the scope of audit
   agreed to by the parties in advance of such audit, each party’s
   consent to such scope of audit not to be unreasonably withheld,
   and under Broker’s reasonable supervision. HWML will ensure
   that the audit is conducted in a manner that will result in
   minimal disruption to Broker’s business.
   7.5 Governing Law; Venue. The laws of the
   State of California shall be applied to this Agreement, without
   reference to conflicts of law principles, and the parties submit
   to the exclusive jurisdiction of (a) the United States District

• 10 –
  Court for the Central District of California (to the extent it has
  subject matter jurisdiction); or (b) the Superior Court of
  California, County of Los Angeles; but the Parties agree that
  HWML may seek equitable relief in any venue it so chooses.
  This Agreement shall not be governed by the United Nations
  Convention of Contracts for the International Sale of Goods, as
  amended, replaced or re-enacted from time to time, the
  application of which is hereby expressly excluded.
  7.6 Assignment. The parties shall not assign or
  transfer (including by operation of law) this Agreement,
  including any Order(s), without the prior written consent of the
  other and any attempted assignment or transfer shall be null and
  void and shall constitute a material breach of this Agreement.
  In addition to and notwithstanding the foregoing, if the
  ownership of Broker at any time shall pass out of the majority
  control of its then-current owners by sale of stock or assets,
  merger or otherwise, Broker shall give HWML not fewer than
  30 days’ prior written notice to the effective date of any change
  of control. HWML shall have the right to terminate any or all
  affected Order(s) by providing written notice to Broker within
  the later of 60 days following (a) receipt of such notice of
  change of control; or (b) the date such change of control occurs.
  If HWML elects not to exercise the foregoing termination right,
  any successor-in-interest to the Order(s) as a result of the
  change of control shall assume all rights and obligations of
  Broker and shall be responsible for adhering to the terms
  thereof. Any attempted assignment in violation of this section
  will be null and void. This Agreement shall be binding upon,
  shall enure to the benefit of, and shall be enforceable by the
  parties and their permitted successors and assigns.
  7.7 Entire Agreement; Amendments. This
  Agreement represents the entire agreement between the parties
  with respect to its subject matter and supersedes all previous
  agreements, representations, discussions, understandings or
  writings between the parties with respect to its subject matter.
  There are no oral or written collateral representations,
  agreements or understandings. This Agreement may not be
  modified except in a written document signed by the parties.
  7.8 Conflicts. In the event of any conflict among
  the terms of this Agreement or any Order, the terms of the Order
  shall prevail only with respect to the Services and pricing
  specified in such Order, as well as any provisions in the
  Agreement that are specifically excluded or modified in such
  Order. Except as may be specifically provided for in a
  particular Order, any such exclusion or modifications contained
  in any Order shall not modify this Agreement with respect to
  any other Order.
  7.9 Headings; Interpretation. The section and
  subsection headings used in this Agreement are for reference
  and convenience only, and shall not affect in any way the
  meaning or interpretation of the Agreement. Where the word
  “including” or “includes” is used herein, it means “including
  without limitation” or “includes without limitation”,
  respectively.
  7.10 Waiver; Severability. The failure of a party
  to insist upon strict compliance with any term or condition of
  this Agreement on any occasion shall not be construed as a
  waiver with regard to any subsequent failure to comply with
  such term or condition. No waiver of any term or condition of
  this Agreement, including any Order, shall be effective unless
  agreed to in writing by the party making the waiver. If any term
  or condition hereof is found by a court, administrative agency
  or jurisdiction to be unenforceable, the remaining terms and
  conditions hereof shall remain in full force and effect and shall
  be enforceable to the maximum extent permitted by law, and
  the parties shall substitute a valid, legal and enforceable
  provision as close in legal and economic consequence as
  possible to the provision being struck or considered
  unenforceable. If the limitation of liability set forth in this
  Agreement is limited by law, then HWML’s liability will be
  limited to the greatest extent permitted by law.
  7.11 Counterparts; Electronic Transmission. This
  Agreement may be signed in any number of counterparts with
  the same effect as if the parties had signed the same document.
  Delivery by electronic transmission is as effective as delivery
  of an original of this Agreement.
  7.12 Survival. Notwithstanding the termination or
  expiry of this Agreement, all obligations which either expressly
  or by their nature are to continue after the termination or expiry
  of this Agreement shall survive and remain in effect, including,
  without limitation, Sections 3.1.5, 3.1.6, 3.2.1, 3.2.2, 4, 6 and
  7.
  7.13 Notices. All notices and other
  communications under this Agreement shall be in writing and
  shall be deemed to have been duly delivered if delivered by
  hand or sent by nationally recognized overnight carrier, or
  prepaid registered or certified mail, return receipt requested,
  with acknowledgment by the receiving party as of the date
  received, to the address listed in the first paragraph above, or to
  such other address as either party shall specify in a written
  notice to the other.
  7.14 Commencement of Services.
  Commencement of the Service(s) prior to the signing of this
  Agreement or any applicable Order(s) by HWML does not
  constitute acceptance by HWML of any changes made by
  Broker to the terms and conditions of this Agreement or any
  Order(s) and no such changes are binding on HWML until
  HWML has agreed to them in writing.
  This Software Subscription Agreement (this “Agreement”) is entered into as of _ _, 2021
  (“Effective Date”), by and between Help With My Loan, Inc., a Delaware corporation (“HWML”) and
• 11 –
  ____, Inc., a __ corporation (“Broker”). HWML makes certain software services
  available whereby Broker may efficiently underwrite potential lenders and match them to appropriate lenders.
  The parties agree as follows:

1. Initial Order. HWML will make the Software and Services set forth below available to Broker in
   exchange for the fees set forth below (the “Initial Order”). The “Term” of this Agreement shall begin on the Effective
   Date (also the “Start Date” with regard to the Initial Order) and shall continue for a period of three years thereafter.
2. Software and Services. HWML will make the Software and Services available to Broker according
   to the tier of service selected by Broker on the HWML Site (e.g. Transactional, Standard, Professional or Advanced
   to include second level customer support and the service level commitment set forth on Schedule 1.
3. Fees.
   a. Implementation Fee: Waived
   b. Monthly Licensing Fee: Customer will pay HWML the monthly licensing fee according to
   the tier of service selected by Customer set forth on the HWML Site (e.g. Standard, Professional or Advanced) unless
   Customer has selected the Transactional tier of service. Customer will receive a 10% discount if Customer pays
   twelve months of licensing fees in advance.
   c. Transactional Licensing Fee: If Customer has selected the Transactional tier of service,
   Customer will pay HWML 1.25% of the underwritten value of all loans closed by Customer utilizing the Services.
4. Schedules. The following schedules are attached to and form part of this Agreement:
   Schedule 1 – Service Level Commitment
   Schedule 2 – Terms of Service
5. Additional Orders. Broker may order additional Software and Services by entering into an Additional
   Order with HWML. Each such Additional Order will, at a minimum, specify (i) the type and quantity of Software
   and/or Services ordered; and (ii) the fees for such Software and/or Services. Each such Additional Order will be
   effective once executed by Broker and HWML. The terms and conditions of this Agreement will govern regardless
   of any additional or conflicting terms on any invoice, order acknowledgment or other document or correspondence,
   except with regard to the terms identified in clauses (i) – (ii) above, and neither party will be bound by contingencies
   noted or contained in a submitted order; provided, however, that the definitions set forth in any Additional Order will
   apply to this Agreement with regard to the application of the terms and conditions of this Agreement on any Software
   or Services ordered under such Additional Order.
   [Signatures Follow]
   SCHEDULE 1 – SERVICE LEVEL COMMITMENT
   HWML is committed to respond, in accordance with this Service Level Commitment (“SLC”), to problems
   encountered by Broker that are reproduced by HWML which represent material deviation of the HWML Software Service
   from the Service Level described herein. Capitalized terms not defined in this SLC have the meanings given to them in the
   Agreement. The remedies set forth in this SLC are Broker’s sole and exclusive remedies for any failure to achieve the
   service levels set forth in the SLC.
6. DEFINITIONS.
   “Authorized Contact” means any one of up to three (3) Broker employees who have been identified by Broker as a
   person authorized to initiate a Support Request pursuant to Section 2.2 below. Broker may update its list of Authorized
   Contacts at any time upon notice to HWML.
   “Business Day” means any day which is not a Saturday, Sunday or statutory public holiday in Los Angeles,
   California.
   “Business Hours” means between the hours of 9:00am and 6:00 pm (pacific time) on a Business Day.
   “Error” means a problem or malfunction in the Software that is reproducible by HWML and has a material effect
   on system performance.
   “Support Request” is defined in Section 2.2 below.
   “Work-Around” means a temporary work-around, patch or bypass applied or supplied by HWML acceptable to
   Broker in order to temporarily correct an Error.
7. TECHNICAL SUPPORT SERVICES.
   2.1 Priority Levels. HWML will establish the priority level of each reported Support Request that Broker refers
   to HWML for assistance. The priority level of each reported Support Request shall be classified in accordance with the
   following definition (the “Priority Level”):
   Priority Level Error Definition/Condition
   1 – Major Major Impact. The Software is totally impaired, with no
   workaround available.
   2 – High High Impact. Loss of key functionality of the Software that
   restricts Broker’s ability to use one or more portions of features
   of the Software to perform a necessary business function but
   can be circumvented with a workaround.
   3 – Moderate Moderate Impact. Issue that restricts Broker’s ability to use
   an isolated component or portion of the Software but that does
   not affect the ability of the Software to perform a necessary
   business function.
   4 – Minor Minor Impact. Software is usable with limitations or nonmaterial issues.
   5 – No Error No error. Severity level for general support requests,
   installation questions, new feature requests, etc.
   2.2 Support Request. All Broker requests for support (each, a “Support Request”) will be made by an
   Authorized Contact via telephone (833-496-5626) or email (support@helpwithmyloan.com). Such contact number and
   email will be referred to herein as a “Contact Point” and may be changed upon notice to Broker.
   2.3 HWML Response. HWML will (i) provide Broker access to HWML’s support helpline as outlined above;
   (ii) provide generally available updates, enhancements, modifications and each release to the then-current, general release
   version of the Software that are not separately priced or licensed as new products; and (iii) after HWML receives a Support
   Request from an Authorized Contact that identifies an Error, HWML will respond to Broker within the call back time frame
   indicated below and use reasonable efforts, working diligently, to respond and provide a remedy to such Problem. Broker
   will grant HWML necessary access to the Software in order to provide maintenance and resolve any Errors. For Major
   Errors, these efforts will continue on an around-the-clock basis until a remedy is in place. HWML and Broker will work
   together to schedule planned downtime, maintenance periods and other system outages consistent with Broker’s business
   needs and the scope of such required maintenance or other planned activities that require downtime.
   Priority Call Back
   Time
   HWML Action Frequency of Update
   to Broker
   1 – Major 1 hour Work continuously As required
   2 – High 2 hours* Work continuously
   during Business Hours
   Every business day
   3 – Moderate 4 hours** Work diligently during
   Business Hours
   Once per week
   4 – Minor 2 Business Days** Work as necessary during
   Business Hours
   Once every 2 weeks
   5 – No Error At HWML’s
   discretion
   At HWML’s discretion At HWML’s discretion

• Call back during Business Hours.
  ** Call back during Business Hours if requested.
  HWML makes no guarantee or warranty, whether express or implied, on the time required to resolve any Error. In
  addition, HWML must be able to reproduce Errors in order to resolve them. Broker agrees to reasonably cooperate and
  work closely with HWML to reproduce Errors, and to continuously provide prompt updates to the Error if further
  information becomes available to Broker.
  [END OF SCHEDULE 1]
  SCHEDULE 2 – STANDARD TERMS & CONDITIONS

1. TERMS OF SERVICE. Every Software Subscription
   Agreement (each, an “Agreement”) and all Orders entered into by
   Help With My Loan, Inc., a Delaware corporation (“HWML”) are
   bound by (i) all the terms and conditions set forth below (the
   “Terms of Service”); (ii) HWML’s terms of use located at
   https://hwml.hwml.app/terms-and-conditions/ (as the same
   may be updated from time to time, the “Terms of Use”); and (iii)
   HWML’s privacy policy located at
   https://hwml.hwml.app/privacy-policy/ (as the same may be
   updated from time to time, the “Privacy Policy”). Capitalized
   terms not defined herein have the same meaning as set forth in the
   applicable Agreement and capitalized terms not defined in an
   Agreement have the same meaning as set forth below.
2. DEFINITIONS. In this Agreement, the following terms
   shall have the following meanings, and such meanings shall apply
   to both singular and plural forms of any such terms:
   “HWML Materials” means the Software, APIs,
   Documentation and HWML Systems and any and all other
   information, data, documents, materials, works and other content,
   devices, methods, processes, hardware, software and other
   technologies and inventions, including any deliverables, technical
   or functional descriptions, requirements, plans or reports, that are
   provided or used by HWML or any subcontractor or Third Party
   Provider of HWML in connection with the Services or otherwise
   comprise or relate to the Services or HWML Systems, including,
   for the purposes of this Agreement, as between the parties,
   HWML Third Party Tools and Data. For the avoidance of doubt,
   HWML Materials include Usage Data.
   “HWML Site” means https://hwml.app/ and/or
   https://hwml.hwml.app/, as the case may be, including
   all subdomains and as each may be updated from time to time.
   “HWML Systems” means the information technology
   infrastructure used by or on behalf of HWML in performing the
   Services, including all computers, software, HWML Site, any
   HWML application designed for mobile or other specific devices,
   hardware, databases, electronic systems (including database
   management systems) and networks, whether operated directly by
   HWML or through the use of third party services.
   “HWML Third Party Tools and Data” means the third
   party tools, software, services, Third Party Provider Content,
   content, materials, information, documents, specifications,
   products, equipment or components of or relating to the Services
   that are procured by HWML from Third Party Providers and with
   which any or all of the Services, including the Software,
   interoperate.
   “Broker Data” means information, data and other
   content, but excluding Usage Data, in any form or medium, which
   (i) is uploaded or transmitted directly or indirectly by Broker or
   an Authorized User to HWML by or through the Software
   Services; (ii) is directly output from the Processing of such
   information, data or content by or through the Software Services;
   or (iii) is created by Broker and maintained by Broker within the
   Software Services. For clarity, Broker Data includes Broker
   Personal Information.
   “Broker Systems” means Broker’s, or any Authorized
   User’s, information technology infrastructure, including without
   limitation or other computers, software, hardware, databases,
   electronic systems (including database management systems),
   networks, telephones, telecommunications connections, whether
   operated directly by Broker or any Authorized User, Third Party
   Provider or Distributor.
   “Broker Third Party Services and Data” means any third
   party services, hardware, data, information, or content that are
   procured by Broker from Third Party Providers to interoperate
   with the Services.
   “Access Methods” means the user identifiers and
   passwords used to verify an Authorized User’s credentials to use
   the Software Services and Support pursuant to this Agreement.
   “Additional Order” means a written order agreed to
   between Broker and HWML or Broker’s order of additional
   Software and/or Services through the HWML Site for additional
   Software or Services to be purchased, licensed or otherwise
   provided by HWML. All such Additional Orders will be bound
   by all the terms of the Agreement.
   “Affiliate” means an entity either directly or indirectly
   Controlled by, Controlling or under common Control (as defined
   below) of a party.
   “Agreement” also means this Software Subscription
   Agreement, all schedules and exhibits to this Software
   Subscription Agreement, the Initial Order and each Additional
   Order, all amendments to the foregoing, and all other documents
   incorporated by reference herein and therein.
   “API” means any application program interface that
   HWML makes available hereunder.
   “Applicable Privacy Laws” means all laws, regulations,
   rules and guidance pertaining to privacy, data processing and data
   protection applicable to HWML’s Processing of Personal
   Information in connection with HWML’s provision of and
   making available of the Services;
   “Authority” means any government authority, agency,
   body or department, whether federal, state, or municipal, having
   or claiming jurisdiction over the Agreement and “Authorities”
   means all such authorities, agencies, bodies and departments.
   “Authorized User” means those employees, agents,
   independent contractors, and customer(s) who are authorized by
   HWML (or by Broker’s Services Administrator, as defined in and
   specified in an Order) to use Services, and who have been
   supplied Access Methods, as may be further specified in the
   Agreement or an Additional Order.
   “Claims” means all claims, demands, losses, liabilities
   and damages (including taxes and related penalties if applicable),
   and all related costs and expenses, including reasonable legal and
   professional fees, expert fees and disbursements, and costs of
   investigation, litigation, settlement, judgment and appeal, if any.
   “Control” (and its variants set forth in Section 1.2) means
   having a more than fifty percent (50%) equity voting interest or
   the sole power to direct or cause the direction of the management
   or policies of the entity, whether through the ability to exercise
   voting power, by contract or otherwise.
   “Confidential Information” means any oral, written,
   graphic or machine readable information including, but not
   limited to, that which relates to research, trade secrets, product
   plans, products, developments, inventions, processes, designs,
   drawings, engineering, formulae, markets, software, hardware
   configuration, algorithms, business plans, agreements with third
   parties, services, customers, marketing or finances of the
   disclosing party, which Confidential Information is designated in
   writing to be confidential or proprietary, or if given orally, is
   confirmed in writing as having been disclosed as confidential or
   proprietary within a reasonable time (not to exceed thirty days)
   after the oral disclosure, or which information would, under the
   circumstances, appear to a reasonable person to be confidential or
   proprietary.
   “Distributor” means a third party distributor or vendor
   over whose network or through whose services Broker may use
   the Services.
   “Documentation” means any written specifications,
   manuals or instructions for the Software Services that HWML
   specifically provides or makes available for Broker through
   Broker’s account, as well as any then-current general minimum
   Broker System requirements as published by HWML (as may be
   updated from time-to-time).
   “Feedback” means all suggestions, input, information,
   comments, or other feedback provided by or on behalf of Broker
   to HWML with respect to the Services, but excludes Broker Data.
   “Harmful Code” means any software, hardware or other
   technology, device or means, including any virus, worm, malware
   or other malicious computer code, the purpose or effect of which
   is to permit unauthorized access to, or to destroy, disrupt, disable,
   distort, or otherwise harm or impede in any manner any (a)
   computer, software, firmware, hardware, system or network; or
   (b) any application or function of any of the foregoing or the
   security, integrity, confidentiality or use of any data Processed
   thereby.
   “Intellectual Property Rights” means all intellectual
   property and other proprietary rights, including, without
   limitation, all rights provided under trade secret law, patent law,
   copyright law, trade mark or service mark law, design patent or
   industrial design law, semi-conductor chip or mask work law, and
   any other statutory provision or common law principle which may
   provide a right in either ideas, formulae, algorithms, concepts,
   inventions or know-how, whether registered or not and including
   all applications therefor.
   “Modifications” means any corrections, improvements,
   translations, alterations, adaptations, revisions, withdrawals,
   additions, developments, as well as new versions or regular
   enhancements, changes, upgrades or updates; and “Modify” shall
   mean the creation of any of the foregoing. For clarity,
   Modification does not include additional or wholly new modules,
   products or services.
   “Order” means the Initial Order or an Additional Order,
   as the case may be.
   “Personal Information” means (a) information about an
   identified or identifiable individual; (b) any information that when
   combined with such individually identifiable information
   identifies an individual; or (c) information that is otherwise
   protected under Applicable Privacy Laws.
   “Process” means to create, obtain, acquire, record,
   access, organize, alter, use, store, maintain, copy, aggregate,
   disclose, erase, destroy, dispose of or otherwise process.
   “Processing” and “Processed” have correlative meanings.
   “Professional Services” means the customization,
   integration, training, consulting, development and other
   professional services purchased pursuant to the Agreement or any
   Order, and any Modifications to such services, but does not
   include Software Services or Support.
   “Service Level Commitment” means the service level
   commitment attached as Schedule 1.
   “Services” means the Software Services, including
   accompanying Support, and Professional Services.
   “Software” means the HWML software application(s)
   and other software, and all Modifications of the foregoing, that
   HWML makes available for use as part of the Software Services
   whether through the HWML Site or otherwise.
   “Software Services” means the software services made
   available by HWML for use by Broker, including the making
   available of the Software and accompanying Support, and any
   Modifications to such services and/or software, as may be
   subscribed to or purchased by Broker pursuant to and as specified
   in an Order, but not including Professional Services or HWML
   Third Party Tools and Data.
   “Support” means the standard support services
   accompanying the Software Services, as described in the Service
   Level Commitment, and any Modifications to such support
   services, but not including Professional Services or HWML Third
   Party Tools and Data. For clarity, Support does not include
   Professional Services, hardware and related supplies and support
   thereof, or any onsite (e.g. onsite at a Broker location) support.
   “Third Party Provider” means a supplier of data,
   information, content, software, services or other items or
   infrastructure that are part of or otherwise used in connection with
   the Services to include Amazon Web Services, Google Analytics,
   Twilio, Mixpanel, Hotjar, Zendesk and Stripe.
   “Use” or “use” (a) of the Software Services, including
   accompanying Support, means to9 “access and use” the Software
   Services and to “access, use and, to the extent applicable, receive”
   Support; and (b) of Professional Services, means to “receive”
   Professional Services.
   “Usage Data” means information, data and other content
   collected from, as well as insights, ideas, observations and knowhow generated from, HWML’s monitoring of usage and
   interaction with the Services by Authorized Users that is
   sufficiently different from Broker Data (including Personal
   Information) that Broker Data cannot be reverse engineered other
   otherwise identified from the inspection analysis or further
   Processing of such data.
   “Work Product” means (in any form including source
   code) any and all processes, methods, formulas, algorithms,
   reports, programs, manuals, software, flowcharts and systems and
   any improvements, enhancements, or modifications to any of the
   foregoing, which are developed, prepared, conceived, or made by
   HWML as part of, in connection with, or in relationship to the
   performance of Services pursuant to this Agreement. Work
   Product also means all such developments as are originated or
   conceived during the term of this Agreement but are completed or
   reduced to practice thereafter.
   Other terms are defined elsewhere in the text of this
   Agreement.
3. TERM & TERMINATION; FEES.
   3.1 Term/Termination/Suspension.
   3.1.1 Term of Agreement. This Agreement
   shall commence on the Effective Date and shall continue in effect
   thereafter for as long as any Order entered into pursuant to this
   Agreement remains in effect.
   3.1.2 Term of Order(s). The term of each
   Order will commence on its “Start Date” (as defined and stated
   therein) and shall continue in effect thereafter for its term as may
   be specified in any such Order and in accordance with the
   provisions stated therein. In the event no term is indicated in an
   Order for Software Services, (a) the term of such Order will be
   the three (3) year period commencing on the Start Date (as defined
   and stated in such Order); and (b) such term will automatically
   renew for successive 12 month periods unless either party notifies
   the other in writing of its decision not to extend the term of such
   Order at least 60 days prior to the expiration of the then current
   term.
   3.1.3 Termination for Breach; Insolvency.
   Either party may terminate any or all Orders in the event of a
   material breach thereof which is not cured within 30 days of
   written notice of such material breach; provided, however, such
   termination shall not take effect if the breaching party cures or
   corrects the breach within such 30 day notice period. In addition,
   either party may terminate any or all Orders upon written notice
   to the other if the other party is adjudicated as bankrupt or if a
   petition in bankruptcy is filed by or against the other party (and
   such petition is not dismissed within 30 calendar days) or if the
   other party makes an assignment for the benefit of creditors or an
   arrangement pursuant to any bankruptcy act or insolvency laws.
   3.1.4 Suspension of Services. In the event
   that HWML learns of any of the following described
   circumstances, then HWML may immediately suspend or disable
   Broker’s or any Authorized User’s use of any or all of the Services
   and HWML Materials, without liability to HWML: (a) any breach
   of Section(s) 3.5.1(a), 3.5.2(a), or 6.2; (b) any circumstance that
   HWML reasonably and in good faith believes requires temporary
   suspension of the Services in order to protect the Services,
   HWML, HWML Materials, any HWML Third Party Provider, or
   any of HWML’s client’s or their data, for clarity including for
   example but not exclusively cases of cyber-attack, Broker data
   breach or physical security risk to equipment; or (c) if Broker does
   not cure any late payment hereunder within 10 days of the date of
   HWML’s notice regarding such late payment, HWML will give
   Broker reasonable advance notice of a suspension under this
   paragraph and a chance to cure the grounds on which the
   suspension is based, unless HWML determines, in its reasonable
   judgment, that a suspension on shorter or contemporaneous notice
   is necessary to protect the Services, HWML, HWML Materials,
   any HWML Third Party Provider, or any of HWML’s Brokers or
   their data from imminent risk. In the event that HWML suspends
   use of the Service pursuant to this Section 3.4.4, HWML will
   promptly inform Broker in writing, and will use reasonable efforts
   to limit the suspension to the affected portion(s) of the Services,
   and will work with Broker to resolve the issue(s) causing such
   suspension.
   3.1.5 Effect of Termination. In addition to
   any other termination obligations hereunder, the below provisions
   shall apply upon the earlier of termination of this Agreement or
   termination of any Order.
   (1) Broker shall immediately
   cease using any terminated or expired Services, HWML Third
   Party Tools and Data and HWML Materials. Broker shall within
   30 days: (a) pay all agreed upon sums owing to HWML under the
   affected Order(s) to the date of termination; (b) return to HWML,
   or at HWML’s written request destroy, all documents and tangible
   materials containing, reflecting, incorporating, or that are based
   on, any HWML Materials or other HWML Confidential
   Information; (c) permanently erase all HWML Materials and
   other HWML Confidential Information, as well as all electronic
   files containing, reflecting, incorporating, or that are based on
   HWML Confidential Information or HWML Materials, from all
   Broker Systems; and (d) upon HWML’s request, certify to
   HWML in a signed written instrument that it has complied with
   the requirements of this Section.
   (2) Notwithstanding anything to
   the contrary in this Agreement, with respect to information and
   materials then in its possession or control: (a) HWML may retain
   Broker’s Confidential Information and HWML may retain Broker
   Data, in each case, in its then current state and solely to the extent
   and only for so long as required by applicable law, rule or
   regulation; and (b) HWML may retain Broker Data in its backups,
   archives and disaster recovery systems until such Broker Data is
   deleted in the ordinary course (up to 180 days following the date
   of termination of this Agreement). All information and materials
   described in this Section 3.4.5(2) will remain subject to all
   confidentiality, security and other applicable requirements of this
   Agreement.
   3.1.6 Transition. Upon termination of this
   Agreement, at Broker’s request, and for a period not to exceed
   ninety (90) days from the date of termination, HWML shall
   cooperate with Broker in the transition of moving Broker Data
   back to Broker or Broker’s designee. If the Agreement is
   terminated by HWML pursuant to Section 3.4.3, then such
   services shall be provided by HWML at its then-current standard
   professional services rates plus expenses and Taxes, and HWML
   may at its discretion require advance payment or other adequate
   security for payment as HWML may consider appropriate in
   connection with or as a condition to the provision of services
   described in this Section 3.4.6.
   3.2 General Services Restrictions and Obligations;
   Representations and Warranties.
   3.2.1 General Broker Obligations. Broker
   shall: (a) obtain and maintain all necessary licenses, consents, and
   permissions necessary for HWML, its contractors and agents to
   perform their obligations under this Agreement; and (b) comply
   with all applicable laws, rules, and regulations applicable to its
   use of the Services, HWML Materials and Broker Third Party
   Services and Data, including privacy laws, securities laws, and
   export laws.
   3.2.2 Responsibility. Broker shall be
   responsible for its, and any Authorized User’s (a) compliance
   with, and breach of, (i) this Agreement; (ii) the Terms of Use; and
   (iii) the Privacy Policy; and (b) any conclusions, decisions or
   actions based on their use of the Services, HWML Materials or
   Broker Third Party Services and Data. None of Broker or any
   Authorized User may use the Services or any HWML Materials
   other than in the manner specifically identified in this Agreement.
   3.2.3 Access Methods. Authorized Users
   may only use the Services via the Access Method(s) stated in the
   applicable Order(s). Broker is responsible for protecting the
   security and integrity of all Access Methods. Broker shall hold in
   strict confidence all administrative Access Methods. Broker is
   responsible for any acts or omissions occurring under any
   administrative Access Methods, other than those administrative
   Access Methods which are under the control or care of HWML.
   3.2.4 Corrective Action and Notice. If
   Broker becomes aware of any actual or threatened activity
   prohibited by this Section 3, then Broker shall, immediately: (a)
   take all reasonable and lawful measures within its control
   necessary to stop the activity or threatened activity and to mitigate
   its effects; and (b) notify HWML of any such actual or threatened
   activity.
   3.2.5 Broker Systems. As between the
   parties, Broker has and will retain sole control over the operation,
   maintenance and management of, and all use of, any Broker
   Systems, and sole responsibility for all use and receipt of the
   Services and HWML Materials by any person by or through
   Broker Systems or any other means controlled or directed by
   Broker or Authorized User, including any information,
   instructions or materials provided by same to the Services or
   HWML.
   3.2.6 Cooperation. Broker shall: (a) provide
   reasonable cooperation and assistance as HWML may reasonably
   request to enable HWML to exercise its rights and perform its
   obligations under and in connection with this Agreement; (b)
   promptly communicate to HWML all changes to Broker’s
   resources, equipment, facilities and software, that impact or may
   impact the Services; and (c) carry out all other Broker
   responsibilities set out in this Agreement in a timely and efficient
   manner. HWML is not responsible or liable for any delay or
   failure of performance caused in whole or in part by Broker’s
   delay in performing, or failure to perform, any of its obligations
   under this Agreement.
   3.2.7 Relationship Management. The
   parties will each appoint a person to act as its representative for
   managing the overall relationship between the parties. The
   parties’ representatives will meet quarterly to review the status of
   the Services, and the parties’ compliance with this agreement, and
   other relationship governance matters as mutually agreed from
   time to time.
   3.2.8 Modifications; Upgrades; New
   Services. HWML reserves the right to Modify any of the Software
   Services or HWML Materials and any portions or configurations
   thereof, from time to time; provided that no such Modification
   may materially diminish any functionality or feature of the
   Software Service material to Broker’s use of the Software.
   HWML may, in its sole discretion, make available, for additional
   fees, additional or wholly new modules, services and products that
   have materially different functionality from the Software Services
   as described in the Initial Order.
   3.2.9 HWML Third Party Tools and Data.
   Except with respect to HWML’s Hosting Providers, HWML shall
   be responsible for all HWML Third Party Tools and Data
   provided as part of the Software Services and shall provide
   Support for the same.
   3.2.10 Broker Third Party Services and Data.
   Broker may from time to time procure Broker Third Party
   Services and Data. Any acquisition by Broker of any such Broker
   Third Party Services and Data, and any exchange of data between
   Broker and any Third Party Provider, is solely between Broker
   and the applicable Third Party Provider. HWML does not warrant
   or support Broker Third Party Services and Data, except that (i)
   HWML will support integration of the interoperability of the
   Software Services with Broker Third Party Services and Data; and
   (ii) HWML may agree to other support if specifically agreed to by
   the parties in a particular Order.
   3.2.11 Promotional Material. If HWML or
   Broker wishes to use promotional material referring to the other
   party, its services or marks, the party desiring to use such material
   shall, before using it, submit such material to the other party for
   review and written approval. The parties agree that any of them
   can withhold approval until the promotional material is agreeable
   to such party.
   3.2.12 Mutual Representations and
   Warranties. Each party represents and warrants to the other party
   that: (a) it is duly organized, validly existing and in good standing
   as a corporation or other entity under the laws of the jurisdiction
   of its incorporation or other organization; (b) it has the full right,
   power and authority to enter into his Agreement; (c) the execution
   of this Agreement by its representative whose signature is set forth
   at the end of this Agreement has been duly authorized by all
   necessary corporate or organizational action of such party; (d)
   when executed and delivered by both parties, this Agreement will
   constitute the legal, valid and binding obligation of such party,
   enforceable against such party in accordance with its terms; and
   (e) the fulfilment of its obligations under this Agreement will not
   breach its contractual or other obligations to third parties, and will
   not breach any applicable laws.
   3.2.13 HWML Representations and
   Warranties. HWML represents and warrants that the Professional
   Services will be performed in a competent, professional and
   workmanlike manner. To the extent any acceptance criteria are
   required in connection with any Work Product provided as part of
   any Professional Services provided pursuant to a particular Order,
   then such criteria shall be set out in such Order. In the event such
   Work Product do not meet such acceptance criteria, HWML will
   reasonably proceed to correct the deficiency until such Work
   Product are accepted (not to be unreasonably withheld) by Broker.
   For a period of 90 days from such Acceptance (“Work Product
   Warranty Period”), HWML warrants that such Work Product will
   materially conform to such applicable acceptance criteria, if any.
   During the Work Product Warranty Period, HWML’s sole
   responsibility and Broker’s sole remedy with respect to nonconforming Work Product is for HWML to, at its option, either
   use commercially reasonable efforts to correct the deficiency or
   terminate the affected Professional Services and refund to Broker
   any amounts paid for such Work Product, but termination may
   only be selected if the deficiency cannot be corrected by HWML,
   using commercially reasonable efforts, within 30 days of Broker’s
   written notice of the deficiency. The warranty set forth in in this
   Section 6.3.2 does not apply upon any of the following: (a) any
   change, addition, deletion or other modification was made to the
   Work Product, except as specifically authorized in writing by
   HWML; and (b) failure by Broker to report a deficiency within
   the specified Work Product Warranty Period.
   3.3 Fees and Charges.
   3.3.1 Fees and Charges; Payment Terms.
   Broker shall pay fees and charges stated in the applicable
   Order(s), in United States Dollars, plus all applicable Taxes,
   within 15 days after the date of HWML’s invoice. These fees and
   charges shall be due and payable by Broker to HWML regardless
   of whether Broker uses any Services. In case of Termination for
   Breach or Insolvency as per Section 3.4.3, only the unused portion
   of pre-paid fees is refundable.
   3.3.2 Fee Increases. There will be no
   increase in the fees and charges for the Software Service(s)
   specified in a particular Order for at least one year following the
   Effective Date. Thereafter, HWML may increase the fees and
   charges in such Order by providing advance written notice to
   Broker, but HWML shall not increase its fees and charges for the
   Software Service subscribed to thereunder more than once during
   any 12 month period.
   3.3.3 Late Payment. HWML may assess a
   late charge at a rate of (i) 1% per month; or (ii) the maximum
   amount allowed under the law, whichever shall be greater, on all
   amounts due and not paid within 30 days of the date of HWML’s
   invoice until the time of HWML’s receipt of payment.
   3.3.4 Taxes. HWML’s rates, fees and other
   charges set forth in this Agreement do not include any and all
   present or future taxes, levies, customs, duties, deductions,
   charges or withholdings, and all liabilities (including penalties,
   additions to tax, interest and expenses) with respect thereto,
   including but not limited to value added tax, sales tax,
   consumption tax and similar taxes or duties, as well as any similar
   city, municipal, provincial or state taxes whether currently
   imposed or to be imposed in the future, but excluding always taxes
   or duties determined on HWML’s gross or net income, personnel
   or property (collectively, hereinafter referred to as “Taxes”), for
   which Broker will be responsible. For any Taxes that HWML is
   required to withhold or remit to the applicable taxing authority,
   HWML shall include each such Tax as a separate line item on its
   applicable invoice, shall timely remit such Taxes to the applicable
   taxing authority and shall indemnify Broker from any failure
   thereof by HWML. If any Taxes are found to be applicable or if
   Broker or any person paying to HWML on behalf of Broker
   (including banks) shall be required by Law to deduct any Taxes
   from or in respect of any sum payable to HWML hereunder, then:
   (a) the sum payable to HWML shall (at the same time and on the
   same conditions as applied to the sum payable) be increased as
   may be necessary such that following all required deductions,
   HWML receives the amount equal to the sum it would have
   received had no such deductions been made; and (b) Broker shall
   pay the full amount deducted to the relevant taxation authority or
   other authority in accordance with the applicable Law. Upon the
   request of HWML, Broker shall promptly take all reasonable and
   proper actions, including, without limitation, the completion of
   forms, certificates and documents and the provision of
   information to the relevant taxing authority, of the kind required
   under the applicable Law.
4. NONDISCLOSURE OF CONFIDENTIAL
   INFORMATION. HWML and Broker each agree not to use any
   Confidential Information disclosed to it by the other party for its
   own use or for any purpose other than to carry out the purposes of
   this Agreement. Neither party will disclose or permit disclosure
   of any Confidential Information of the other party to third parties
   or to employees of the party receiving Confidential Information,
   other than directors, officers, employees, consultants and agents
   who are required to have the information in order to carry out the
   purposes of this Agreement. Each party has had, or will have,
   entered into arrangements with its employees, consultants and
   agents who have access to Confidential Information of the other
   party with substantially similar restrictions on disclosure to this
   provision. Each party agrees that it will take all reasonable
   measures to protect the secrecy of and avoid disclosure or use of
   Confidential Information of the other party in order to prevent it
   from falling into the public domain or the possession of persons
   other than those persons authorized under this provision to have
   any such information. Such measures will include, but not be
   limited to, the highest degree of care that the receiving party
   utilizes to protect its own Confidential Information of a similar
   nature, which will be no less than reasonable care. Each party
   agrees to notify the other in writing of any actual or suspected
   misuse, misappropriation or unauthorized disclosure of
   Confidential Information of the disclosing party which may come
   to the receiving party’s attention. Notwithstanding the above,
   neither party will have liability to the other with regard to any
   Confidential Information of the other which the receiving party
   can prove: (i) was in the public domain at the time it was disclosed
   or has entered the public domain through no fault of the receiving
   party; (ii) was known to the receiving party, without restriction, at
   the time of disclosure, as demonstrated by files in existence at the
   time of disclosure; or (iii) is disclosed with the prior written
   approval of the disclosing party. Confidential Information may be
   disclosed pursuant to the order or requirement of a court,
   administrative agency, or other governmental body; provided,
   however, that the receiving party will provide prompt notice of
   such court order or requirement to the disclosing party to enable
   the disclosing party to seek a protective order or otherwise prevent
   or restrict such disclosure. Confidential Information so disclosed
   will continue to be treated as Confidential Information as between
   the parties hereto. Notwithstanding the foregoing, either party
   may provide information about the terms and status hereof on a
   confidential basis to its subcontractors, lenders, private investors,
   legal counsel, accountants, auditors and other professional
   advisors, and either party may file a copy of this Agreement with
   the Securities and Exchange Commission or other applicable
   regulatory body on advice of counsel; provided, however, that the
   filing party will use reasonable efforts to seek confidential
   treatment of the economic terms of this Agreement and will notify
   the other (non-filing) party in writing in advance of such filing.
   Each party acknowledges that the restrictions and obligations in
   this Section 6.6 are reasonable and necessary to protect the other
   party’s interests and in the event of a violation of these restrictions
   or obligations, remedies at law may be inadequate and a violation
   may cause irreparable damages. Accordingly, notwithstanding
   anything to the contrary herein, each party shall be entitled to
   immediately seek injunctive relief, without posting bond or other
   security, against the other party or the other party’s employees or
   agents for any violation thereof.
5. SECURITY; PERSONAL INFORMATION;
   DISASTER RECOVERY.
   5.1 Security. HWML shall be responsible for
   implementing and complying with commercially reasonable
   measures (including technical and organizational security
   measures) designed to maintain the security and non-disclosure of
   all Broker Data in the course of providing the Software Services
   and Support under this Agreement. HWML shall comply with all
   Laws (including Applicable Privacy Laws) applicable to its
   Processing of Broker Data and otherwise performing the Services.
   HWML shall use reasonable endeavors to set up, maintain and
   operate in good repair all systems used to perform the Services.
   In addition, HWML shall ensure, using commercially reasonable
   endeavors, that all systems used to provide the Services are
   configured in accordance with the “principle of least privilege”.
   5.2 Personal Information. HWML acknowledges
   that Broker Data may include Personal Information of Authorized
   Users (“Broker Personal Information”). With respect to such
   Broker Personal Information, HWML shall: (a) use Broker
   Personal Information only for the purposes necessary to fulfill this
   Agreement; and (b) maintain Broker Personal Information only
   for so long as may be required to fulfill the purposes for which
   Broker Personal Information was collected, or as may be
   permitted herein.
   5.3 Government Demand. Notwithstanding
   anything to the contrary in this Agreement, HWML may disclose
   Broker Data as required by applicable law, rule or regulation,
   including Applicable Privacy Law, or by proper legal or
   Authority. HWML shall, to the extent legally permitted, give
   Broker prompt notice of any such legal or governmental demand
   and reasonably cooperate with Broker in any effort to seek a
   protective order or otherwise to contest such required disclosure,
   at Broker’s expense.
   5.4 Hosting. Broker agrees that HWML may
   transfer Broker Data to, and Process Broker Data via, providers
   of hosting and backup services for the purposes of HWML
   providing and making available the Services (each, a “Hosting
   Provider”). HWML shall provide to Broker a list of such Hosting
   Provider(s) involved in the Services who have been transferred
   Broker Data for backup storage, hosting storage and Processing
   services, and a copy of any information HWML receives
   describing the information security of such Hosting Providers.
   Broker shall be provided notice of any changes by HWML from
   one Hosting Provider to another.
6. ADDITIONAL TERMS AND CONDITIONS.
   6.1 Broker Data; Feedback. As between the parties,
   Broker owns all right, title and interest in and to Broker Data.
   Broker hereby grants to HWML and its Affiliates a non-exclusive,
   worldwide, royalty-free, fully paid-up license to use and Process
   (including, without limitation, to host, store, copy, record,
   transmit, maintain, and display), including via Broker’s Third
   Party Providers, Broker Data and any Broker Third Party Services
   and Data for the purposes of (i) making available and providing
   the Services hereunder; and (ii) research, statistical, data analysis,
   marketing, sales tracking or similar purposes. Broker is solely
   responsible for the following with respect to any Broker Data and
   Broker Third Party Services and Data: (a) compliance with the
   Acceptable Use Policy; (b) all storage, backup and retrieval
   thereof not used by HWML to provide or make available the
   Services; (c) any transmission errors, corruption, or compromise
   thereof transmitted via Distributors or other Third Party
   Providers, or otherwise transmitted via the Internet; and (d) the
   condition, completeness, timeliness, backup, legality, reliability,
   integrity, accuracy and quality thereof. Broker agrees that HWML
   does not review, edit, substantiate, determine or otherwise have
   any responsibility for the accuracy, quality, integrity, legality,
   reliability, or appropriateness of any Broker Data or Broker Third
   Party Services and Data. For certainty, HWML is not responsible
   for and has no liability for Broker not storing and backing-up all
   Broker Data. Broker may from time to time provide Feedback.
   Broker agrees that all Feedback is and shall be given entirely
   voluntarily. Feedback, even if designated as confidential by
   Broker shall not, absent a separate written agreement, create any
   confidentiality obligation for HWML. HWML shall be free to use,
   disclose, reproduce, license or otherwise distribute, and exploit
   the Feedback provided to it as it sees fit, entirely without
   obligation or restriction of any kind on account of Intellectual
   Property Rights or otherwise.
   6.2 HWML’s Proprietary Rights; Third Party
   Beneficiaries; Equitable Relief. All right title and interest in and
   to the Services and HWML Materials, and any Work Product,
   including, without limitation, all Intellectual Property Rights and
   other proprietary rights therein, are and shall remain the sole and
   exclusive property of HWML, its Affiliates and their Third Party
   Providers, as the case may be. This Agreement does not grant any
   Intellectual Property Rights or license under any Intellectual
   Property Rights in or to the Services or HWML Materials. All
   rights in and to the Services and HWML Materials are expressly
   reserved by HWML and the respective Third Party Providers.
   Broker shall not violate the Intellectual Property Rights and other
   proprietary rights of HWML, its Affiliates, and their Third Party
   Providers in the Services and HWML Materials, including, but
   not limited to, any contractual, statutory, or common-law rights,
   during and after the term of this Agreement or of any Order. Upon
   any termination of this Agreement or suspension of Services,
   Broker shall immediately cease all use of Software, Software
   Services and HWML Materials. Broker shall comply with all
   reasonable requests made by HWML to protect the rights of
   HWML at their expense, its Affiliates, and their Third Party
   Providers in the Services and HWML Materials. As between the
   parties, all Broker Data and Broker Systems, and all Intellectual
   Property Rights therein, shall remain the sole and exclusive
   property of Broker, and, except in the course of fulfilling its
   obligations hereunder, HWML shall not use, disclose, or
   otherwise share such with any third-party including but not
   limited to any other financial service provider. The parties agree
   that any breach or threatened breach of Section 4 or this Section
   6.2 shall cause a party, its Affiliates and/or their Third Party
   Providers irreparable injury that cannot be adequately
   compensated for by means of monetary damages. Any breach
   thereof may be enforced by the affected party, its Affiliates, or
   their Third Party Providers by means of equitable relief
   (including, but not limited to, injunctive relief) in addition to any
   other rights and remedies that may be available, without the need
   to post a bond or other security.
   6.3 DISCLAIMERS. EXCEPT AS EXPRESSLY
   SPECIFIED IN THIS AGREEMENT, WITH RESPECT TO
   THE SERVICES, HWML MATERIALS, THIRD PARTY
   TOOLS AND DATA, BROKER THIRD PARTY SERVICES
   AND DATA, WORK PRODUCT, AND ANY DATA OR
   RESULTS OBTAINED OR OUTPUT BY USING ANY OF
   THEM: (A) BROKER’S OR AUTHORIZED USER’S, USE
   THEREOF ARE ALL AT THEIR SOLE RISK; (B) ARE
   PROVIDED “AS IS” AND “AS AVAILABLE”; (C) THE
   REMEDIES LISTED IN THE SERVICE LEVEL
   COMMITMENT ARE BROKER’S SOLE AND EXCLUSIVE
   REMEDY, AND HWML’S SOLE OBLIGATION,
   REGARDING ANY FAILURE OF OR OTHER ISSUE WITH
   THE SOFTWARE, SERVICES OR SUPPORT; AND (D)
   THERE ARE NO REPRESENTATIONS, WARRANTIES,
   CONDITIONS OR GUARANTEES, WHETHER WRITTEN
   OR ORAL, EXPRESS OR IMPLIED (WHETHER ARISING
   UNDER COMMON LAW, STATUTE, COURSE OF DEALING
   OR TRADE, OR OTHERWISE) (I) REGARDING ANY OF
   THEM, INCLUDING, BUT NOT LIMITED TO, ANY
   WARRANTY OR CONDITION OF FITNESS FOR A
   PARTICULAR PURPOSE, QUALITY, MERCHANTABILITY,
   QUALITY, NON-INFRINGEMENT, CURRENCY,
   COMPLETENESS, ACCURACY, ACCESSIBILITY,
   RELIABILITY, SECURITY, AVAILABILITY, OR
   UNINTERRUPTED USE; OR (II) THAT ANY OF THEM
   WILL MEET ANY REQUIREMENTS, ACHIEVE ANY
   INTENDED RESULT, BE COMPATIBLE OR WORK WITH
   ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE
   SECURE (INCLUDING FROM HACKING OR OTHER
   UNAUTHORIZED INTRUSION, SUCH AS DENIAL OF
   SERVICE ATTACKS), ERROR FREE, OR FREE OF
   HARMFUL CODE.
   6.4 LIABILITY.
   6.4.1 LIMITATION. IN NO EVENT WILL
   THE MAXIMUM CUMULATIVE LIABILITY OF HWML OR
   ITS AFFILIATES, OR BROKER OR ITS AFFILIATES, FOR
   ANY AND ALL LIABILITIES AND CLAIMS ARISING IN
   CONNECTION WITH THIS AGREEMENT (REGARDLESS
   OF WHEN MADE) EXCEED THE TOTAL FEES PAID BY
   BROKER TO HWML UNDER THE APPLICABLE ORDER
   FOR THE SERVICE IN QUESTION IN THE 12 MONTH
   PERIOD PRECEDING THE DATE ON WHICH SUCH
   LIABILITY IS ALLEGED TO HAVE ARISEN.
   6.4.2 EXCLUSIONS. IN NO EVENT
   WILL HWML OR ITS AFFILIATES, OR BROKER OR ITS
   AFFILIATES, BE LIABLE FOR ANY OF THE FOLLOWING
   DAMAGES OR LOSSES WHATSOEVER ARISING FROM
   OR IN CONNECTION WITH THIS AGREEMENT (A)
   INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
   AGGRAVATED, EXEMPLARY OR PUNITIVE DAMAGES
   OR LOSSES; (B) LOSS OF BUSINESS OR GOODWILL,
   SALES, USE, PROFITS, OR REVENUE, OR LOSS OF OR
   CORRUPTION TO DATA OR CONTENT; OR (C) COSTS
   FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS
   OF SERVICES.
   6.4.3 CARVE-OUT. THE LIMITATIONS
   AND EXCLUSIONS IN SECTION 6.4.1 AND SECTION 6.4.2
   DO NOT APPLY TO LIABILITY FOR (I) DEATH OR
   PERSONAL INJURY RESULTING FROM A PARTY’S
   NEGLIGENCE OR MISCONDUCT; (II) A PARTY’S
   INDEMNIFICATION OBLIGATIONS IN SECTION 6.6; (III) A
   PARTY’S BREACH OF SECTION 4 (TO THE EXTENT NOT
   DUE TO A SECURITY INCIDENT OR A SECURITY
   INCIDENT CAUSE); (IV) THE VIOLATION OF A PARTY’S
   INTELLECTUAL PROPERTY RIGHTS; OR (V) A PARTY’S
   OR ITS REPRESENTATIVES’ FRAUD, GROSS
   NEGLIGENCE, OR WILLFUL MISCONDUCT.
   6.4.4 APPLICATION. THIS SECTION 6.4
   APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED
   IN CONTRACT, TORT OR OTHERWISE, INCLUDING,
   WITHOUT LIMITATION, FOR FUNDAMENTAL BREACH,
   HOWEVER CAUSED AND REGARDLESS OF THE LEGAL
   THEORY OF LIABILITY, EVEN IF ANY EXCLUSIVE
   REMEDY PROVIDED FOR HEREIN FAILS ITS ESSENTIAL
   PURPOSE, AND EVEN IF A PARTY IS ADVISED IN
   ADVANCE OF THE DAMAGES OR LOSSES IN QUESTION
   OR EVEN IF SUCH DAMAGES OR LOSSES WERE
   FORESEEABLE. THE PARTIES HAVE FREELY AND
   OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING
   THE PRICING, IN THE KNOWLEDGE THAT THE
   LIABILITY OF THE PARTIES IS TO BE LIMITED IN
   ACCORDANCE WITH THE PROVISIONS OF THIS
   AGREEMENT.
   6.5 INDEMNIFICATION BY HWML. HWML
   will defend, indemnify, and hold harmless Broker, its officers,
   directors, employees, contractors, Affiliates, Authorized Users
   and agents (the “Broker Indemnitees”) from and against any and
   all liabilities, losses, damages, claims, and expenses, including
   legal fees (collectively, “Losses”) to the extent arising from any
   allegation that the Services, the Software or their use in
   accordance with the terms hereof Agreement infringe a third
   party’s Intellectual Proprietary Rights.
   6.5.1 Exceptions. Notwithstanding Section
   6.5, HWML has no obligation hereunder and will be indemnified
   by Broker to the extent any infringement claim or litigation, or
   any liabilities, losses, damages, costs or expenses, including
   reasonable lawyers’ fees (“Losses”), arises as a result of: (a) use
   of any of the Services, Work Product or HWML Materials in
   violation of this Agreement; (b) any modification to any of the
   Services, Work Product or HWML Materials by a party other than
   HWML or its authorized agents; (c) any combination of any of
   the Services, Work Product or HWML Materials with any
   computer program, software, hardware or equipment where such
   claim of infringement would not exist without such combination;
   or (d) use of any of the Services, Work Product or HWML
   Materials after HWML notifies Broker to discontinue such use.
   6.5.2 Additional Infringement Remedies. In
   the event that any Services performed or Deliverable supplied by
   or through HWML in connection with this Agreement or any
   HWML Materials becomes, or in HWML’s reasonable opinion,
   is likely to become, the subject of a Claim of infringement, or if
   Broker is prevented from using the Services, the Work Product or
   the HWML Materials by reason of a Claim of infringement,
   HWML shall make commercially reasonable efforts, at HWML’s
   expense, to (i) modify the applicable component of the Services,
   Work Product or HWML Materials so that there is no longer any
   infringement, provided that the modification does not adversely
   affect the functionality or performance capabilities of the Work
   Product, Services or HWML Materials; (ii) procure for Broker
   Indemnitees the right to continue using the infringing component
   of the Work Product, Services or HWML Materials on terms not
   less favorable than those provided in this Agreement; or (iii)
   replace the infringing Services, Work Product or HWML
   Materials with functionally equivalent non-infringing Services,
   Work Product or HWML Materials that satisfy the warranties and
   covenants herein. In the event that the foregoing are not
   reasonably feasible within ninety (90) days after Broker is advised
   by HWML to cease using the allegedly infringing Deliverable,
   Service or HWML Materials, then either Party may terminate the
   Agreement and HWML shall refund all unused fees directly
   attributable to the infringing Services, Work Product or HWML
   Materials previously paid by Broker, including any unused
   prepayments received by HWML for Services or Work Product
   not provided as a result termination under this Section or as a
   result of Broker being advised to cease using the Services or Work
   Product as set out herein, as liquidated settlement of any liability
   other than the foregoing obligation of indemnification.
   6.5.3 Sole Remedy. This Section 6.5
   constitutes Broker’s sole remedy, and HWML’s sole obligations,
   in respect of infringement claims, proceedings inclusive of
   litigation and arbitration, and demands.
   6.6 INDEMNIFICATION BY BROKER. Broker
   shall indemnify, hold harmless and defend HWML, its Affiliates,
   and each of their respective officers, directors, employees, agents,
   heirs, successors in interest from and against any and all Losses
   from any third-party claim to the extent arising from: (a) Broker
   Data; (b) Broker’s or any Authorized User’s breach of this
   Agreement; (c) Broker’s or any Authorized User’s, breach of any
   applicable laws, rules or regulations; (d) Broker’s or any
   Authorized User’s, fraud or willful misconduct; (d) any property
   damage or personal injury caused by Broker or any Authorized
   User; or (e) Broker’s or any Authorized User’s financial, business
   or commercial judgments.
   6.7 INDEMNIFICATION PROCEDURES. The
   indemnification obligations on the part of either party hereunder
   are conditional upon: (a) the indemnifying party being notified in
   writing promptly of the indemnified party’s receipt of notice of
   the claim (provided, however, that the failure to provide such
   notice shall not relieve the indemnifying party of its
   indemnification obligations under Section 6.5 or Section 6.6,
   except to the extent of any material prejudice to the indemnifying
   party as a direct result of such failure); (b) the indemnifying party
   having sole control over the defense or settlement of such claim;
   and (c) the indemnifying party being given the necessary
   authorization, information and full co-operation and assistance by
   the indemnified party for the defense of same (at the indemnifying
   party’s cost); provided in all cases, however, that the
   indemnifying party shall not make any admission against the
   indemnified party’s interests or enter into any settlement or
   compromise of any Claim in the event such settlement or
   compromise imposes any liability or obligation on the
   indemnified party without the indemnified party’s prior written
   consent.
7. MISCELLANEOUS.
   7.1 Independent Contractors. Broker and HWML
   are independent contractors, and nothing in this Agreement will
   create any partnership, joint venture, agency, franchise, sales
   representative, or employment relationship between the parties.
   Neither party is an agent or representative of the other or is
   authorized to make any warranties or assume or create any other
   obligations on behalf of the other.
   7.2 Force Majeure and Uncontrollable Events.
   Except for the payment of money for goods delivered or services
   rendered, neither party will be liable for any interruption, delay or
   failure to perform any obligation under this agreement when such
   interruption, delay or failure results from causes beyond such
   party’s reasonable control, including any law or act of any
   governmental authority, war, riot, terrorism, insurrection or other
   hostilities, embargo, fuel or energy shortage, equipment
   breakdowns, power failure, pandemic, epidemic, fire, mass
   casualty event, flood, earthquake, act of God, strikes, lockouts,
   labor shortages, failure of a third party to satisfy its contractual
   obligations, or any other similar cause.
   7.3 Export Controls. Broker acknowledges and
   agrees that the Software Services, Support or HWML Materials
   may be subject to export controls under United States and other
   export control Laws. Broker shall not directly or indirectly,
   whether to an Affiliate or a third party: (a) export, re-export,
   transfer, or release (herein referred to as “export”) any component
   of the Software Services, Support or HWML Materials, to any
   prohibited or restricted destination, person, or entity; or (b) access
   or use or allow any Authorized User, Affiliate or third party to use
   the Software Services, Support or HWML Materials in a manner
   prohibited or restricted by export control Laws. Broker shall
   comply with all applicable export controls Laws at all times.
   7.4 Audit; Inspection. During the term of this
   Agreement, and upon at least 14 days’ prior written notice to
   Broker, no more often than once per annum HWML shall have
   the right, during normal business hours, to audit the manner of use
   of the Services solely in accordance with the scope of audit agreed
   to by the parties in advance of such audit, each party’s consent to
   such scope of audit not to be unreasonably withheld, and under
   Broker’s reasonable supervision. HWML will ensure that the
   audit is conducted in a manner that will result in minimal
   disruption to Broker’s business.
   7.5 Governing Law; Venue. The laws of the State
   of California shall be applied to this Agreement, without reference
   to conflicts of law principles, and the parties submit to the
   exclusive jurisdiction of (a) the United States District Court for
   the Central District of California (to the extent it has subject
   matter jurisdiction); or (b) the Superior Court of California,
   County of Los Angeles; but the Parties agree that HWML may
   seek equitable relief in any venue it so chooses. This Agreement
   shall not be governed by the United Nations Convention of
   Contracts for the International Sale of Goods, as amended,
   replaced or re-enacted from time to time, the application of which
   is hereby expressly excluded.
   7.6 Assignment. The parties shall not assign or
   transfer (including by operation of law) this Agreement, including
   any Order(s), without the prior written consent of the other and
   any attempted assignment or transfer shall be null and void and
   shall constitute a material breach of this Agreement. In addition
   to and notwithstanding the foregoing, if the ownership of Broker
   at any time shall pass out of the majority control of its then-current
   owners by sale of stock or assets, merger or otherwise, Broker
   shall give HWML not fewer than 30 days’ prior written notice to
   the effective date of any change of control. HWML shall have the
   right to terminate any or all affected Order(s) by providing written
   notice to Broker within the later of 60 days following (a) receipt
   of such notice of change of control; or (b) the date such change of
   control occurs. If HWML elects not to exercise the foregoing
   termination right, any successor-in-interest to the Order(s) as a
   result of the change of control shall assume all rights and
   obligations of Broker and shall be responsible for adhering to the
   terms thereof. Any attempted assignment in violation of this
   section will be null and void. This Agreement shall be binding
   upon, shall enure to the benefit of, and shall be enforceable by the
   parties and their permitted successors and assigns.
   7.7 Entire Agreement; Amendments. This
   Agreement represents the entire agreement between the parties
   with respect to its subject matter and supersedes all previous
   agreements, representations, discussions, understandings or
   writings between the parties with respect to its subject matter.
   There are no oral or written collateral representations, agreements
   or understandings. This Agreement may not be modified except
   in a written document signed by the parties.
   7.8 Conflicts. In the event of any conflict among
   the terms of this Agreement or any Order, the terms of the Order
   shall prevail only with respect to the Services and pricing
   specified in such Order, as well as any provisions in the
   Agreement that are specifically excluded or modified in such
   Order. Except as may be specifically provided for in a particular
   Order, any such exclusion or modifications contained in any
   Order shall not modify this Agreement with respect to any other
   Order.
   7.9 Headings; Interpretation. The section and
   subsection headings used in this Agreement are for reference and
   convenience only, and shall not affect in any way the meaning or
   interpretation of the Agreement. Where the word “including” or
   “includes” is used herein, it means “including without limitation”
   or “includes without limitation”, respectively.
   7.10 Waiver; Severability. The failure of a party to
   insist upon strict compliance with any term or condition of this
   Agreement on any occasion shall not be construed as a waiver
   with regard to any subsequent failure to comply with such term or
   condition. No waiver of any term or condition of this Agreement,
   including any Order, shall be effective unless agreed to in writing
   by the party making the waiver. If any term or condition hereof is
   found by a court, administrative agency or jurisdiction to be
   unenforceable, the remaining terms and conditions hereof shall
   remain in full force and effect and shall be enforceable to the
   maximum extent permitted by law, and the parties shall substitute
   a valid, legal and enforceable provision as close in legal and
   economic consequence as possible to the provision being struck
   or considered unenforceable. If the limitation of liability set forth
   in this Agreement is limited by law, then HWML’s liability will
   be limited to the greatest extent permitted by law.
   7.11 Counterparts; Electronic Transmission. This
   Agreement may be signed in any number of counterparts with the
   same effect as if the parties had signed the same document.
   Delivery by electronic transmission is as effective as delivery of
   an original of this Agreement.
   7.12 Survival. Notwithstanding the termination or
   expiry of this Agreement, all obligations which either expressly
   or by their nature are to continue after the termination or expiry
   of this Agreement shall survive and remain in effect, including,
   without limitation, Sections 3.1.5, 3.1.6, 3.2.1, 3.2.2, 4, 6 and 7.
   7.13 Notices. All notices and other communications
   under this Agreement shall be in writing and shall be deemed to
   have been duly delivered if delivered by hand or sent by nationally
   recognized overnight carrier, or prepaid registered or certified
   mail, return receipt requested, with acknowledgment by the
   receiving party as of the date received, to the address listed in the
   first paragraph above, or to such other address as either party shall
   specify in a written notice to the other.
   7.14 Commencement of Services. Commencement
   of the Service(s) prior to the signing of this Agreement or any
   applicable Order(s) by HWML does not constitute acceptance by
   HWML of any changes made by Broker to the terms and
   conditions of this Agreement or any Order(s) and no such changes
   are binding on HWML until HWML has agreed to them in
   writing.
   [END OF SCHEDULE 2]