{"id":869,"date":"2025-09-15T06:41:38","date_gmt":"2025-09-15T06:41:38","guid":{"rendered":"http:\/\/hwml.hwml.app\/?page_id=869"},"modified":"2025-09-15T06:46:35","modified_gmt":"2025-09-15T06:46:35","slug":"terms-of-service","status":"publish","type":"page","link":"http:\/\/hwml.hwml.app\/?page_id=869","title":{"rendered":"Terms of Service"},"content":{"rendered":"\n<div class=\"wp-block-group alignwide has-global-padding is-layout-constrained wp-block-group-is-layout-constrained\">\n<p>STANDARD TERMS AND CONDITIONS<\/p>\n\n\n\n<ol class=\"wp-block-list\">\n<li>TERMS OF SERVICE. Every Software Subscription<br>Agreement (each, an \u201cAgreement\u201d) and all Orders entered into<br>by Help With My Loan, Inc., a Delaware corporation<br>(\u201cHWML\u201d) are bound by (i) all the terms and conditions of sale<br>set forth below (as may be updated from time to time, these<br>\u201cTerms of Service\u201d); (ii) the HWML terms of use located at<br>https:\/\/<a href=\"http:\/\/hwml.hwml.app\/\">hwml.hwml.app<\/a>\/terms-and-conditions\/ (as the<br>same may be updated from time to time, the \u201cTerms of Use\u201d);<br>(iii) the HWML privacy policy located at<br>https:\/\/<a href=\"http:\/\/hwml.hwml.app\/\">hwml.hwml.app<\/a>\/privacy-policy\/ (as the same may<br>be updated from time to time, the \u201cPrivacy Policy\u201d);<\/li>\n\n\n\n<li>DEFINITIONS. In this Agreement, the following<br>terms shall have the following meanings, and such meanings<br>shall apply to both singular and plural forms of any such terms:<br>\u201cHWML Materials\u201d means the Software, APIs,<br>Documentation and HWML Systems and any and all other<br>information, data, documents, materials, works and other<br>content, devices, methods, processes, hardware, software and<br>other technologies and inventions, including any deliverables,<br>technical or functional descriptions, requirements, plans or<br>reports, that are provided or used by HWML or any<br>subcontractor or Third Party Provider of HWML in connection<br>with the Services or otherwise comprise or relate to the Services<br>or HWML Systems, including, for the purposes of this<br>Agreement, as between the parties, HWML Third Party Tools<br>and Data. For the avoidance of doubt, HWML Materials<br>include Usage Data.<br>\u201cHWML Site\u201d means https:\/\/hwml.app\/ and\/or<br>https:\/\/<a href=\"http:\/\/hwml.hwml.app\/\">hwml.hwml.app<\/a>\/, as the case may be,<br>including all subdomains and as each may be updated from time<br>to time.<br>\u201cHWML Systems\u201d means the information technology<br>infrastructure used by or on behalf of HWML in performing the<br>Services, including all computers, software, HWML Site, any<br>HWML application designed for mobile or other specific<br>devices, hardware, databases, electronic systems (including<br>database management systems) and networks, whether<br>operated directly by HWML or through the use of third party<br>services.<br>\u201cHWML Third Party Tools and Data\u201d means the third<br>party tools, software, services, Third Party Provider Content,<br>content, materials, information, documents, specifications,<br>products, equipment or components of or relating to the<br>Services that are procured by HWML from Third Party<br>Providers and with which any or all of the Services, including<br>the Software, interoperate.<br>\u201cBroker Data\u201d means information, data and other<br>content, but excluding Usage Data, in any form or medium,<br>which (i) is uploaded or transmitted directly or indirectly by<br>Broker or an Authorized User to HWML by or through the<br>Software Services; (ii) is directly output from the Processing of<br>such information, data or content by or through the Software<br>Services; or (iii) is created by Broker and maintained by Broker<br>within the Software Services. For clarity, Broker Data includes<br>Broker Personal Information.<br>\u201cBroker Systems\u201d means Broker\u2019s, or any Authorized<br>User\u2019s, information technology infrastructure, including<br>without limitation or other computers, software, hardware,<br>databases, electronic systems (including database management<br>systems), networks, telephones, telecommunications<br>connections, whether operated directly by Broker or any<br>Authorized User, Third Party Provider or Distributor.<br>\u201cBroker Third Party Services and Data\u201d means any<br>third party services, hardware, data, information, or content that<br>are procured by Broker from Third Party Providers to<br>interoperate with the Services.<br>\u201cAccess Methods\u201d means the user identifiers and<br>passwords used to verify an Authorized User\u2019s credentials to<br>use the Software Services and Support pursuant to this<br>Agreement.<br>\u201cAdditional Order\u201d means a written order agreed to<br>between Broker and HWML or Broker\u2019s order of additional<br>Software and\/or Services through the HWML Site for<br>additional Software or Services to be purchased, licensed or<br>otherwise provided by HWML. All such Additional Orders will<br>be bound by all the terms of the Agreement.<br>\u201cAffiliate\u201d means an entity either directly or indirectly<br>Controlled by, Controlling or under common Control (as<br>defined below) of a party.<br>\u201cAgreement\u201d also means this Software Subscription<br>Agreement, all schedules and exhibits to this Software<br>Subscription Agreement, the Initial Order and each Additional<br>Order, all amendments to the foregoing, and all other<br>documents incorporated by reference herein and therein.<br>\u201cAPI\u201d means any application program interface that<br>HWML makes available hereunder.<\/li>\n<\/ol>\n\n\n\n<ul class=\"wp-block-list\">\n<li>2 &#8211;<br>\u201cApplicable Privacy Laws\u201d means all laws,<br>regulations, rules and guidance pertaining to privacy, data<br>processing and data protection applicable to HWML\u2019s<br>Processing of Personal Information in connection with<br>HWML\u2019s provision of and making available of the Services;<br>\u201cAuthority\u201d means any government authority, agency,<br>body or department, whether federal, state, or municipal,<br>having or claiming jurisdiction over the Agreement and<br>\u201cAuthorities\u201d means all such authorities, agencies, bodies and<br>departments.<br>\u201cAuthorized User\u201d means those employees, agents,<br>independent contractors, and customer(s) who are authorized<br>by HWML (or by Broker\u2019s Services Administrator, as defined<br>in and specified in an Order) to use Services, and who have<br>been supplied Access Methods, as may be further specified in<br>the Agreement or an Additional Order.<br>\u201cClaims\u201d means all claims, demands, losses, liabilities<br>and damages (including taxes and related penalties if<br>applicable), and all related costs and expenses, including<br>reasonable legal and professional fees, expert fees and<br>disbursements, and costs of investigation, litigation, settlement,<br>judgment and appeal, if any.<br>\u201cControl\u201d (and its variants set forth in Section 1.2)<br>means having a more than fifty percent (50%) equity voting<br>interest or the sole power to direct or cause the direction of the<br>management or policies of the entity, whether through the<br>ability to exercise voting power, by contract or otherwise.<br>\u201cConfidential Information\u201d means any oral, written,<br>graphic or machine readable information including, but not<br>limited to, that which relates to research, trade secrets, product<br>plans, products, developments, inventions, processes, designs,<br>drawings, engineering, formulae, markets, software, hardware<br>configuration, algorithms, business plans, agreements with<br>third parties, services, customers, marketing or finances of the<br>disclosing party, which Confidential Information is designated<br>in writing to be confidential or proprietary, or if given orally, is<br>confirmed in writing as having been disclosed as confidential<br>or proprietary within a reasonable time (not to exceed thirty<br>days) after the oral disclosure, or which information would,<br>under the circumstances, appear to a reasonable person to be<br>confidential or proprietary.<br>\u201cDistributor\u201d means a third party distributor or vendor<br>over whose network or through whose services Broker may use<br>the Services.<br>\u201cDocumentation\u201d means any written specifications,<br>manuals or instructions for the Software Services that HWML<br>specifically provides or makes available for Broker through<br>Broker\u2019s account, as well as any then-current general minimum<br>Broker System requirements as published by HWML (as may<br>be updated from time-to-time).<br>\u201cFeedback\u201d means all suggestions, input, information,<br>comments, or other feedback provided by or on behalf of<br>Broker to HWML with respect to the Services, but excludes<br>Broker Data.<br>\u201cHarmful Code\u201d means any software, hardware or<br>other technology, device or means, including any virus, worm,<br>malware or other malicious computer code, the purpose or<br>effect of which is to permit unauthorized access to, or to<br>destroy, disrupt, disable, distort, or otherwise harm or impede<br>in any manner any (a) computer, software, firmware, hardware,<br>system or network; or (b) any application or function of any of<br>the foregoing or the security, integrity, confidentiality or use of<br>any data Processed thereby.<br>\u201cIntellectual Property Rights\u201d means all intellectual<br>property and other proprietary rights, including, without<br>limitation, all rights provided under trade secret law, patent law,<br>copyright law, trade mark or service mark law, design patent or<br>industrial design law, semi-conductor chip or mask work law,<br>and any other statutory provision or common law principle<br>which may provide a right in either ideas, formulae, algorithms,<br>concepts, inventions or know-how, whether registered or not<br>and including all applications therefor.<br>\u201cModifications\u201d means any corrections,<br>improvements, translations, alterations, adaptations, revisions,<br>withdrawals, additions, developments, as well as new versions<br>or regular enhancements, changes, upgrades or updates; and<br>\u201cModify\u201d shall mean the creation of any of the foregoing. For<br>clarity, Modification does not include additional or wholly new<br>modules, products or services.<br>\u201cOrder\u201d means the Initial Order or an Additional<br>Order, as the case may be.<br>\u201cPersonal Information\u201d means (a) information about<br>an identified or identifiable individual; (b) any information that<br>when combined with such individually identifiable information<br>identifies an individual; or (c) information that is otherwise<br>protected under Applicable Privacy Laws.<br>\u201cProcess\u201d means to create, obtain, acquire, record,<br>access, organize, alter, use, store, maintain, copy, aggregate,<br>disclose, erase, destroy, dispose of or otherwise process.<br>\u201cProcessing\u201d and \u201cProcessed\u201d have correlative meanings.<br>\u201cProfessional Services\u201d means the customization,<br>integration, training, consulting, development and other<br>professional services purchased pursuant to the Agreement or<br>any Order, and any Modifications to such services, but does not<br>include Software Services or Support.<br>\u201cService Level Commitment\u201d means the service level<br>commitment attached as Schedule 1.<br>\u201cServices\u201d means the Software Services, including<br>accompanying Support, and Professional Services.<\/li>\n\n\n\n<li>3 &#8211;<br>\u201cSoftware\u201d means the HWML software application(s)<br>and other software, and all Modifications of the foregoing, that<br>HWML makes available for use as part of the Software<br>Services whether through the HWML Site or otherwise.<br>\u201cSoftware Services\u201d means the software services<br>made available by HWML for use by Broker, including the<br>making available of the Software and accompanying Support,<br>and any Modifications to such services and\/or software, as may<br>be subscribed to or purchased by Broker pursuant to and as<br>specified in an Order, but not including Professional Services<br>or HWML Third Party Tools and Data.<br>\u201cSupport\u201d means the standard support services<br>accompanying the Software Services, as described in the<br>Service Level Commitment, and any Modifications to such<br>support services, but not including Professional Services or<br>HWML Third Party Tools and Data. For clarity, Support does<br>not include Professional Services, hardware and related<br>supplies and support thereof, or any onsite (e.g. onsite at a<br>Broker location) support.<br>\u201cThird Party Provider\u201d means a supplier of data,<br>information, content, software, services or other items or<br>infrastructure that are part of or otherwise used in connection<br>with the Services to include Amazon Web Services, Google<br>Analytics, Twilio, Mixpanel, Hotjar, Zendesk and Stripe.<br>\u201cUse\u201d or \u201cuse\u201d (a) of the Software Services, including<br>accompanying Support, means to9 \u201caccess and use\u201d the<br>Software Services and to \u201caccess, use and, to the extent<br>applicable, receive\u201d Support; and (b) of Professional Services,<br>means to \u201creceive\u201d Professional Services.<br>\u201cUsage Data\u201d means information, data and other<br>content collected from, as well as insights, ideas, observations<br>and know-how generated from, HWML\u2019s monitoring of usage<br>and interaction with the Services by Authorized Users that is<br>sufficiently different from Broker Data (including Personal<br>Information) that Broker Data cannot be reverse engineered<br>other otherwise identified from the inspection analysis or<br>further Processing of such data.<br>\u201cWork Product\u201d means (in any form including source<br>code) any and all processes, methods, formulas, algorithms,<br>reports, programs, manuals, software, flowcharts and systems<br>and any improvements, enhancements, or modifications to any<br>of the foregoing, which are developed, prepared, conceived, or<br>made by HWML as part of, in connection with, or in<br>relationship to the performance of Services pursuant to this<br>Agreement. Work Product also means all such developments as<br>are originated or conceived during the term of this Agreement<br>but are completed or reduced to practice thereafter.<\/li>\n<\/ul>\n\n\n\n<ol class=\"wp-block-list\">\n<li>TERM &amp; TERMINATION; FEES.<br>3.1 Term\/Termination\/Suspension.<br>3.1.1 Term of Agreement. This<br>Agreement shall commence on the Effective Date and shall<br>continue in effect thereafter for as long as any Order entered<br>into pursuant to this Agreement remains in effect.<br>3.1.2 Term of Order(s). The term of each<br>Order will commence on its \u201cStart Date\u201d (as defined and stated<br>therein) and shall continue in effect thereafter for its term as<br>may be specified in any such Order and in accordance with the<br>provisions stated therein. In the event no term is indicated in an<br>Order for Software Services, (a) the term of such Order will be<br>the three (3) year period commencing on the Start Date (as<br>defined and stated in such Order); and (b) such term will<br>automatically renew for successive 12 month periods unless<br>either party notifies the other in writing of its decision not to<br>extend the term of such Order at least 60 days prior to the<br>expiration of the then current term.<br>3.1.3 Termination for Breach;<br>Insolvency. Either party may terminate any or all Orders in the<br>event of a material breach thereof which is not cured within 30<br>days of written notice of such material breach; provided,<br>however, such termination shall not take effect if the breaching<br>party cures or corrects the breach within such 30 day notice<br>period. In addition, either party may terminate any or all Orders<br>upon written notice to the other if the other party is adjudicated<br>as bankrupt or if a petition in bankruptcy is filed by or against<br>the other party (and such petition is not dismissed within 30<br>calendar days) or if the other party makes an assignment for the<br>benefit of creditors or an arrangement pursuant to any<br>bankruptcy act or insolvency laws.<br>3.1.4 Suspension of Services. In the event<br>that HWML learns of any of the following described<br>circumstances, then HWML may immediately suspend or<br>disable Broker\u2019s or any Authorized User\u2019s use of any or all of<br>the Services and HWML Materials, without liability to<br>HWML: (a) any breach of Section(s) 3.5.1(a), 3.5.2(a), or 6.2;<br>(b) any circumstance that HWML reasonably and in good faith<br>believes requires temporary suspension of the Services in order<br>to protect the Services, HWML, HWML Materials, any<br>HWML Third Party Provider, or any of HWML\u2019s client\u2019s or<br>their data, for clarity including for example but not exclusively<br>cases of cyber-attack, Broker data breach or physical security<br>risk to equipment; or (c) if Broker does not cure any late<br>payment hereunder within 10 days of the date of HWML\u2019s<br>notice regarding such late payment, HWML will give Broker<br>reasonable advance notice of a suspension under this paragraph<br>and a chance to cure the grounds on which the suspension is<br>based, unless HWML determines, in its reasonable judgment,<br>that a suspension on shorter or contemporaneous notice is<br>necessary to protect the Services, HWML, HWML Materials,<br>any HWML Third Party Provider, or any of HWML\u2019s Brokers<br>or their data from imminent risk. In the event that HWML<br>suspends use of the Service pursuant to this Section 3.4.4,<\/li>\n<\/ol>\n\n\n\n<ul class=\"wp-block-list\">\n<li>4 &#8211;<br>HWML will promptly inform Broker in writing, and will use<br>reasonable efforts to limit the suspension to the affected<br>portion(s) of the Services, and will work with Broker to resolve<br>the issue(s) causing such suspension.<br>3.1.5 Effect of Termination. In addition to<br>any other termination obligations hereunder, the below<br>provisions shall apply upon the earlier of termination of this<br>Agreement or termination of any Order.<br>(1) Broker shall immediately<br>cease using any terminated or expired Services, HWML Third<br>Party Tools and Data and HWML Materials. Broker shall<br>within 30 days: (a) pay all agreed upon sums owing to HWML<br>under the affected Order(s) to the date of termination; (b) return<br>to HWML, or at HWML\u2019s written request destroy, all<br>documents and tangible materials containing, reflecting,<br>incorporating, or that are based on, any HWML Materials or<br>other HWML Confidential Information; (c) permanently erase<br>all HWML Materials and other HWML Confidential<br>Information, as well as all electronic files containing,<br>reflecting, incorporating, or that are based on HWML<br>Confidential Information or HWML Materials, from all Broker<br>Systems; and (d) upon HWML\u2019s request, certify to HWML in<br>a signed written instrument that it has complied with the<br>requirements of this Section.<br>(2) Notwithstanding anything<br>to the contrary in this Agreement, with respect to information<br>and materials then in its possession or control: (a) HWML may<br>retain Broker\u2019s Confidential Information and HWML may<br>retain Broker Data, in each case, in its then current state and<br>solely to the extent and only for so long as required by<br>applicable law, rule or regulation; and (b) HWML may retain<br>Broker Data in its backups, archives and disaster recovery<br>systems until such Broker Data is deleted in the ordinary course<br>(up to 180 days following the date of termination of this<br>Agreement). All information and materials described in this<br>Section 3.4.5(2) will remain subject to all confidentiality,<br>security and other applicable requirements of this Agreement.<br>3.1.6 Transition. Upon termination of this<br>Agreement, at Broker\u2019s request, and for a period not to exceed<br>ninety (90) days from the date of termination, HWML shall<br>cooperate with Broker in the transition of moving Broker Data<br>back to Broker or Broker\u2019s designee. If the Agreement is<br>terminated by HWML pursuant to Section 3.4.3, then such<br>services shall be provided by HWML at its then-current<br>standard professional services rates plus expenses and Taxes,<br>and HWML may at its discretion require advance payment or<br>other adequate security for payment as HWML may consider<br>appropriate in connection with or as a condition to the provision<br>of services described in this Section 3.4.6.<br>3.2 General Services Restrictions and<br>Obligations; Representations and Warranties.<br>3.2.1 General Broker Obligations. Broker<br>shall: (a) obtain and maintain all necessary licenses, consents,<br>and permissions necessary for HWML, its contractors and<br>agents to perform their obligations under this Agreement; and<br>(b) comply with all applicable laws, rules, and regulations<br>applicable to its use of the Services, HWML Materials and<br>Broker Third Party Services and Data, including privacy laws,<br>securities laws, and export laws.<br>3.2.2 Responsibility. Broker shall be<br>responsible for its, and any Authorized User\u2019s (a) compliance<br>with, and breach of, (i) this Agreement; (ii) the Terms of Use;<br>and (iii) the Privacy Policy; and (b) any conclusions, decisions<br>or actions based on their use of the Services, HWML Materials<br>or Broker Third Party Services and Data. None of Broker or<br>any Authorized User may use the Services or any HWML<br>Materials other than in the manner specifically identified in this<br>Agreement.<br>3.2.3 Access Methods. Authorized Users<br>may only use the Services via the Access Method(s) stated in<br>the applicable Order(s). Broker is responsible for protecting the<br>security and integrity of all Access Methods. Broker shall hold<br>in strict confidence all administrative Access Methods. Broker<br>is responsible for any acts or omissions occurring under any<br>administrative Access Methods, other than those administrative<br>Access Methods which are under the control or care of HWML.<br>3.2.4 Corrective Action and Notice. If<br>Broker becomes aware of any actual or threatened activity<br>prohibited by this Section 3, then Brokershall, immediately: (a)<br>take all reasonable and lawful measures within its control<br>necessary to stop the activity or threatened activity and to<br>mitigate its effects; and (b) notify HWML of any such actual or<br>threatened activity.<br>3.2.5 Broker Systems. As between the<br>parties, Broker has and will retain sole control over the<br>operation, maintenance and management of, and all use of, any<br>Broker Systems, and sole responsibility for all use and receipt<br>of the Services and HWML Materials by any person by or<br>through Broker Systems or any other means controlled or<br>directed by Broker or Authorized User, including any<br>information, instructions or materials provided by same to the<br>Services or HWML.<br>3.2.6 Cooperation. Broker shall: (a)<br>provide reasonable cooperation and assistance as HWML may<br>reasonably request to enable HWML to exercise its rights and<br>perform its obligations under and in connection with this<br>Agreement; (b) promptly communicate to HWML all changes<br>to Broker\u2019s resources, equipment, facilities and software, that<br>impact or may impact the Services; and (c) carry out all other<br>Broker responsibilities set out in this Agreement in a timely and<br>efficient manner. HWML is not responsible or liable for any<br>delay or failure of performance caused in whole or in part by<br>Broker\u2019s delay in performing, or failure to perform, any of its<br>obligations under this Agreement.<br>3.2.7 Relationship Management. The<br>parties will each appoint a person to act as its representative for<\/li>\n\n\n\n<li>5 &#8211;<br>managing the overall relationship between the parties. The<br>parties\u2019 representatives will meet quarterly to review the status<br>of the Services, and the parties\u2019 compliance with this<br>agreement, and other relationship governance matters as<br>mutually agreed from time to time.<br>3.2.8 Modifications; Upgrades; New<br>Services. HWML reserves the right to Modify any of the<br>Software Services or HWML Materials and any portions or<br>configurations thereof, from time to time; provided that no such<br>Modification may materially diminish any functionality or<br>feature of the Software Service material to Broker\u2019s use of the<br>Software. HWML may, in its sole discretion, make available,<br>for additional fees, additional or wholly new modules, services<br>and products that have materially different functionality from<br>the Software Services as described in the Initial Order.<br>3.2.9 HWML Third Party Tools and Data.<br>Except with respect to HWML\u2019s Hosting Providers, HWML<br>shall be responsible for all HWML Third Party Tools and Data<br>provided as part of the Software Services and shall provide<br>Support for the same.<br>3.2.10 Broker Third Party Services and<br>Data. Broker may from time to time procure Broker Third Party<br>Services and Data. Any acquisition by Broker of any such<br>Broker Third Party Services and Data, and any exchange of<br>data between Broker and any Third Party Provider, is solely<br>between Broker and the applicable Third Party Provider.<br>HWML does not warrant or support Broker Third Party<br>Services and Data, except that (i) HWML will support<br>integration of the interoperability of the Software Services with<br>Broker Third Party Services and Data; and (ii) HWML may<br>agree to other support if specifically agreed to by the parties in<br>a particular Order.<br>3.2.11 Promotional Material. If HWML or<br>Broker wishes to use promotional material referring to the other<br>party, its services or marks, the party desiring to use such<br>material shall, before using it, submit such material to the other<br>party for review and written approval. The parties agree that<br>any of them can withhold approval until the promotional<br>material is agreeable to such party.<br>3.2.12 Mutual Representations and<br>Warranties. Each party represents and warrants to the other<br>party that: (a) it is duly organized, validly existing and in good<br>standing as a corporation or other entity under the laws of the<br>jurisdiction of its incorporation or other organization; (b) it has<br>the full right, power and authority to enter into his Agreement;<br>(c) the execution of this Agreement by its representative whose<br>signature is set forth at the end of this Agreement has been duly<br>authorized by all necessary corporate or organizational action<br>of such party; (d) when executed and delivered by both parties,<br>this Agreement will constitute the legal, valid and binding<br>obligation of such party, enforceable against such party in<br>accordance with its terms; and (e) the fulfilment of its<br>obligations under this Agreement will not breach its contractual<br>or other obligations to third parties, and will not breach any<br>applicable laws.<br>3.2.13 HWML Representations and<br>Warranties. HWML represents and warrants that the<br>Professional Services will be performed in a competent,<br>professional and workmanlike manner. To the extent any<br>acceptance criteria are required in connection with any Work<br>Product provided as part of any Professional Services provided<br>pursuant to a particular Order, then such criteria shall be set out<br>in such Order. In the event such Work Product do not meet such<br>acceptance criteria, HWML will reasonably proceed to correct<br>the deficiency until such Work Product are accepted (not to be<br>unreasonably withheld) by Broker. For a period of 90 days from<br>such Acceptance (\u201cWork Product Warranty Period\u201d), HWML<br>warrants that such Work Product will materially conform to<br>such applicable acceptance criteria, if any. During the Work<br>Product Warranty Period, HWML\u2019s sole responsibility and<br>Broker\u2019s sole remedy with respect to non-conforming Work<br>Product is for HWML to, at its option, either use commercially<br>reasonable efforts to correct the deficiency or terminate the<br>affected Professional Services and refund to Broker any<br>amounts paid for such Work Product, but termination may only<br>be selected if the deficiency cannot be corrected by HWML,<br>using commercially reasonable efforts, within 30 days of<br>Broker\u2019s written notice of the deficiency. The warranty set forth<br>in in this Section 6.3.2 does not apply upon any of the<br>following: (a) any change, addition, deletion or other<br>modification was made to the Work Product, except as<br>specifically authorized in writing by HWML; and (b) failure by<br>Broker to report a deficiency within the specified Work Product<br>Warranty Period.<br>3.3 Fees and Charges.<br>3.3.1 Fees and Charges; Payment Terms.<br>Broker shall pay fees and charges stated in the applicable<br>Order(s), in United States Dollars, plus all applicable Taxes,<br>within 15 days after the date of HWML\u2019s invoice. These fees<br>and charges shall be due and payable by Broker to HWML<br>regardless of whether Broker uses any Services. In case of<br>Termination for Breach or Insolvency as per Section 3.4.3, only<br>the unused portion of pre-paid fees is refundable.<br>3.3.2 Fee Increases. There will be no<br>increase in the fees and charges for the Software Service(s)<br>specified in a particular Order for at least one year following<br>the Effective Date. Thereafter, HWML may increase the fees<br>and charges in such Order by providing advance written notice<br>to Broker, but HWML shall not increase its fees and charges<br>for the Software Service subscribed to thereunder more than<br>once during any 12 month period.<br>3.3.3 Late Payment. HWML may assess a<br>late charge at a rate of (i) 1% per month; or (ii) the maximum<br>amount allowed under the law, whichever shall be greater, on<br>all amounts due and not paid within 30 days of the date of<br>HWML\u2019s invoice until the time of HWML\u2019s receipt of<br>payment.<\/li>\n\n\n\n<li>6 &#8211;<br>3.3.4 Taxes. HWML\u2019s rates, fees and<br>other charges set forth in this Agreement do not include any and<br>all present or future taxes, levies, customs, duties, deductions,<br>charges or withholdings, and all liabilities (including penalties,<br>additions to tax, interest and expenses) with respect thereto,<br>including but not limited to value added tax, sales tax,<br>consumption tax and similar taxes or duties, as well as any<br>similar city, municipal, provincial or state taxes whether<br>currently imposed or to be imposed in the future, but excluding<br>always taxes or duties determined on HWML\u2019s gross or net<br>income, personnel or property (collectively, hereinafter<br>referred to as \u201cTaxes\u201d), for which Broker will be responsible.<br>For any Taxes that HWML is required to withhold or remit to<br>the applicable taxing authority, HWML shall include each such<br>Tax as a separate line item on its applicable invoice, shall<br>timely remit such Taxes to the applicable taxing authority and<br>shall indemnify Broker from any failure thereof by HWML. If<br>any Taxes are found to be applicable or if Broker or any person<br>paying to HWML on behalf of Broker (including banks) shall<br>be required by Law to deduct any Taxes from or in respect of<br>any sum payable to HWML hereunder, then: (a) the sum<br>payable to HWML shall (at the same time and on the same<br>conditions as applied to the sum payable) be increased as may<br>be necessary such that following all required deductions,<br>HWML receives the amount equal to the sum it would have<br>received had no such deductions been made; and (b) Broker<br>shall pay the full amount deducted to the relevant taxation<br>authority or other authority in accordance with the applicable<br>Law. Upon the request of HWML, Broker shall promptly take<br>all reasonable and proper actions, including, without limitation,<br>the completion of forms, certificates and documents and the<br>provision of information to the relevant taxing authority, of the<br>kind required under the applicable Law.<\/li>\n<\/ul>\n\n\n\n<ol class=\"wp-block-list\">\n<li>NONDISCLOSURE OF CONFIDENTIAL<br>INFORMATION. HWML and Broker each agree not to use<br>any Confidential Information disclosed to it by the other party<br>for its own use or for any purpose other than to carry out the<br>purposes of this Agreement. Neither party will disclose or<br>permit disclosure of any Confidential Information of the other<br>party to third parties or to employees of the party receiving<br>Confidential Information, other than directors, officers,<br>employees, consultants and agents who are required to have the<br>information in order to carry out the purposes of this<br>Agreement. Each party has had, or will have, entered into<br>arrangements with its employees, consultants and agents who<br>have access to Confidential Information of the other party with<br>substantially similar restrictions on disclosure to this provision.<br>Each party agrees that it will take all reasonable measures to<br>protect the secrecy of and avoid disclosure or use of<br>Confidential Information of the other party in order to prevent<br>it from falling into the public domain or the possession of<br>persons other than those persons authorized under this<br>provision to have any such information. Such measures will<br>include, but not be limited to, the highest degree of care that the<br>receiving party utilizes to protect its own Confidential<br>Information of a similar nature, which will be no less than<br>reasonable care. Each party agrees to notify the other in writing<br>of any actual or suspected misuse, misappropriation or<br>unauthorized disclosure of Confidential Information of the<br>disclosing party which may come to the receiving party\u2019s<br>attention. Notwithstanding the above, neither party will have<br>liability to the other with regard to any Confidential<br>Information of the other which the receiving party can prove:<br>(i) was in the public domain at the time it was disclosed or has<br>entered the public domain through no fault of the receiving<br>party; (ii) was known to the receiving party, without restriction,<br>at the time of disclosure, as demonstrated by files in existence<br>at the time of disclosure; or (iii) is disclosed with the prior<br>written approval of the disclosing party. Confidential<br>Information may be disclosed pursuant to the order or<br>requirement of a court, administrative agency, or other<br>governmental body; provided, however, that the receiving party<br>will provide prompt notice of such court order or requirement<br>to the disclosing party to enable the disclosing party to seek a<br>protective order or otherwise prevent or restrict such disclosure.<br>Confidential Information so disclosed will continue to be<br>treated as Confidential Information as between the parties<br>hereto. Notwithstanding the foregoing, either party may<br>provide information about the terms and status hereof on a<br>confidential basis to its subcontractors, lenders, private<br>investors, legal counsel, accountants, auditors and other<br>professional advisors, and either party may file a copy of this<br>Agreement with the Securities and Exchange Commission or<br>other applicable regulatory body on advice of counsel;<br>provided, however, that the filing party will use reasonable<br>efforts to seek confidential treatment of the economic terms of<br>this Agreement and will notify the other (non-filing) party in<br>writing in advance of such filing. Each party acknowledges that<br>the restrictions and obligations in this Section 6.6 are<br>reasonable and necessary to protect the other party\u2019s interests<br>and in the event of a violation of these restrictions or<br>obligations, remedies at law may be inadequate and a violation<br>may cause irreparable damages. Accordingly, notwithstanding<br>anything to the contrary herein, each party shall be entitled to<br>immediately seek injunctive relief, without posting bond or<br>other security, against the other party or the other party\u2019s<br>employees or agents for any violation thereof.<\/li>\n\n\n\n<li>SECURITY; PERSONAL INFORMATION;<br>DISASTER RECOVERY.<br>5.1 Security. HWML shall be responsible for<br>implementing and complying with commercially reasonable<br>measures (including technical and organizational security<br>measures) designed to maintain the security and non-disclosure<br>of all Broker Data in the course of providing the Software<br>Services and Support under this Agreement. HWML shall<br>comply with all Laws (including Applicable Privacy Laws)<br>applicable to its Processing of Broker Data and otherwise<br>performing the Services. HWML shall use reasonable<br>endeavors to set up, maintain and operate in good repair all<br>systems used to perform the Services. In addition, HWML shall<br>ensure, using commercially reasonable endeavors, that all<br>systems used to provide the Services are configured in<br>accordance with the \u201cprinciple of least privilege\u201d.<\/li>\n<\/ol>\n\n\n\n<ul class=\"wp-block-list\">\n<li>7 &#8211;<br>5.2 Personal Information. HWML acknowledges<br>that Broker Data may include Personal Information of<br>Authorized Users (\u201cBroker Personal Information\u201d). With<br>respect to such Broker Personal Information, HWML shall: (a)<br>use Broker Personal Information only for the purposes<br>necessary to fulfill this Agreement; and (b) maintain Broker<br>Personal Information only for so long as may be required to<br>fulfill the purposes for which Broker Personal Information was<br>collected, or as may be permitted herein.<br>5.3 Government Demand. Notwithstanding<br>anything to the contrary in this Agreement, HWML may<br>disclose Broker Data as required by applicable law, rule or<br>regulation, including Applicable Privacy Law, or by proper<br>legal or Authority. HWML shall, to the extent legally<br>permitted, give Broker prompt notice of any such legal or<br>governmental demand and reasonably cooperate with Broker in<br>any effort to seek a protective order or otherwise to contest such<br>required disclosure, at Broker\u2019s expense.<br>5.4 Hosting. Broker agrees that HWML may<br>transfer Broker Data to, and Process Broker Data via, providers<br>of hosting and backup services for the purposes of HWML<br>providing and making available the Services (each, a \u201cHosting<br>Provider\u201d). HWML shall provide to Broker a list of such<br>Hosting Provider(s) involved in the Services who have been<br>transferred Broker Data for backup storage, hosting storage and<br>Processing services, and a copy of any information HWML<br>receives describing the information security of such Hosting<br>Providers. Broker shall be provided notice of any changes by<br>HWML from one Hosting Provider to another.<\/li>\n<\/ul>\n\n\n\n<ol class=\"wp-block-list\">\n<li>ADDITIONAL TERMS AND CONDITIONS.<br>6.1 Broker Data; Feedback. As between the<br>parties, Broker owns all right, title and interest in and to Broker<br>Data. Broker hereby grants to HWML and its Affiliates a nonexclusive, worldwide, royalty-free, fully paid-up license to use<br>and Process (including, without limitation, to host, store, copy,<br>record, transmit, maintain, and display), including via Broker\u2019s<br>Third Party Providers, Broker Data and any Broker Third Party<br>Services and Data for the purposes of (i) making available and<br>providing the Services hereunder; and (ii) research, statistical,<br>data analysis, marketing, sales tracking or similar purposes.<br>Broker is solely responsible for the following with respect to<br>any Broker Data and Broker Third Party Services and Data: (a)<br>compliance with the Acceptable Use Policy; (b) all storage,<br>backup and retrieval thereof not used by HWML to provide or<br>make available the Services; (c) any transmission errors,<br>corruption, or compromise thereof transmitted via Distributors<br>or other Third Party Providers, or otherwise transmitted via the<br>Internet; and (d) the condition, completeness, timeliness,<br>backup, legality, reliability, integrity, accuracy and quality<br>thereof. Broker agrees that HWML does not review, edit,<br>substantiate, determine or otherwise have any responsibility for<br>the accuracy, quality, integrity, legality, reliability, or<br>appropriateness of any Broker Data or Broker Third Party<br>Services and Data. For certainty, HWML is not responsible for<br>and has no liability for Broker not storing and backing-up all<br>Broker Data. Broker may from time to time provide Feedback.<br>Broker agrees that all Feedback is and shall be given entirely<br>voluntarily. Feedback, even if designated as confidential by<br>Broker shall not, absent a separate written agreement, create<br>any confidentiality obligation for HWML. HWML shall be free<br>to use, disclose, reproduce, license or otherwise distribute, and<br>exploit the Feedback provided to it as it sees fit, entirely without<br>obligation or restriction of any kind on account of Intellectual<br>Property Rights or otherwise.<br>6.2 HWML\u2019s Proprietary Rights; Third Party<br>Beneficiaries; Equitable Relief. All right title and interest in and<br>to the Services and HWML Materials, and any Work Product,<br>including, without limitation, all Intellectual Property Rights<br>and other proprietary rights therein, are and shall remain the<br>sole and exclusive property of HWML, its Affiliates and their<br>Third Party Providers, as the case may be. This Agreement does<br>not grant any Intellectual Property Rights or license under any<br>Intellectual Property Rights in or to the Services or HWML<br>Materials. All rights in and to the Services and HWML<br>Materials are expressly reserved by HWML and the respective<br>Third Party Providers. Broker shall not violate the Intellectual<br>Property Rights and other proprietary rights of HWML, its<br>Affiliates, and their Third Party Providers in the Services and<br>HWML Materials, including, but not limited to, any<br>contractual, statutory, or common-law rights, during and after<br>the term of this Agreement or of any Order. Upon any<br>termination of this Agreement or suspension of Services,<br>Broker shall immediately cease all use of Software, Software<br>Services and HWML Materials. Broker shall comply with all<br>reasonable requests made by HWML to protect the rights of<br>HWML at their expense, its Affiliates, and their Third Party<br>Providers in the Services and HWML Materials. As between<br>the parties, all Broker Data and Broker Systems, and all<br>Intellectual Property Rights therein, shall remain the sole and<br>exclusive property of Broker, and, except in the course of<br>fulfilling its obligations hereunder, HWML shall not use,<br>disclose, or otherwise share such with any third-party including<br>but not limited to any other financial service provider. The<br>parties agree that any breach or threatened breach of Section 4<br>or this Section 6.2 shall cause a party, its Affiliates and\/or their<br>Third Party Providers irreparable injury that cannot be<br>adequately compensated for by means of monetary damages.<br>Any breach thereof may be enforced by the affected party, its<br>Affiliates, or their Third Party Providers by means of equitable<br>relief (including, but not limited to, injunctive relief) in addition<br>to any other rights and remedies that may be available, without<br>the need to post a bond or other security.<br>6.3 DISCLAIMERS. EXCEPT AS<br>EXPRESSLY SPECIFIED IN THIS AGREEMENT, WITH<br>RESPECT TO THE SERVICES, HWML MATERIALS,<br>THIRD PARTY TOOLS AND DATA, BROKER THIRD<br>PARTY SERVICES AND DATA, WORK PRODUCT, AND<br>ANY DATA OR RESULTS OBTAINED OR OUTPUT BY<br>USING ANY OF THEM: (A) BROKER\u2019S OR AUTHORIZED<br>USER\u2019S, USE THEREOF ARE ALL AT THEIR SOLE RISK;<br>(B) ARE PROVIDED \u201cAS IS\u201d AND \u201cAS AVAILABLE\u201d; (C)<br>THE REMEDIES LISTED IN THE SERVICE LEVEL<\/li>\n<\/ol>\n\n\n\n<ul class=\"wp-block-list\">\n<li>8 &#8211;<br>COMMITMENT ARE BROKER\u2019S SOLE AND EXCLUSIVE<br>REMEDY, AND HWML\u2019S SOLE OBLIGATION,<br>REGARDING ANY FAILURE OF OR OTHER ISSUE WITH<br>THE SOFTWARE, SERVICES OR SUPPORT; AND (D)<br>THERE ARE NO REPRESENTATIONS, WARRANTIES,<br>CONDITIONS OR GUARANTEES, WHETHER WRITTEN<br>OR ORAL, EXPRESS OR IMPLIED (WHETHER ARISING<br>UNDER COMMON LAW, STATUTE, COURSE OF<br>DEALING OR TRADE, OR OTHERWISE) (I) REGARDING<br>ANY OF THEM, INCLUDING, BUT NOT LIMITED TO,<br>ANY WARRANTY OR CONDITION OF FITNESS FOR A<br>PARTICULAR PURPOSE, QUALITY,<br>MERCHANTABILITY, QUALITY, NONINFRINGEMENT, CURRENCY, COMPLETENESS,<br>ACCURACY, ACCESSIBILITY, RELIABILITY,<br>SECURITY, AVAILABILITY, OR UNINTERRUPTED USE;<br>OR (II) THAT ANY OF THEM WILL MEET ANY<br>REQUIREMENTS, ACHIEVE ANY INTENDED RESULT,<br>BE COMPATIBLE OR WORK WITH ANY SOFTWARE,<br>SYSTEM OR OTHER SERVICES, OR BE SECURE<br>(INCLUDING FROM HACKING OR OTHER<br>UNAUTHORIZED INTRUSION, SUCH AS DENIAL OF<br>SERVICE ATTACKS), ERROR FREE, OR FREE OF<br>HARMFUL CODE.<br>6.4 LIABILITY.<br>6.4.1 LIMITATION. IN NO EVENT<br>WILL THE MAXIMUM CUMULATIVE LIABILITY OF<br>HWML OR ITS AFFILIATES, OR BROKER OR ITS<br>AFFILIATES, FOR ANY AND ALL LIABILITIES AND<br>CLAIMS ARISING IN CONNECTION WITH THIS<br>AGREEMENT (REGARDLESS OF WHEN MADE)<br>EXCEED THE TOTAL FEES PAID BY BROKER TO<br>HWML UNDER THE APPLICABLE ORDER FOR THE<br>SERVICE IN QUESTION IN THE 12 MONTH PERIOD<br>PRECEDING THE DATE ON WHICH SUCH LIABILITY IS<br>ALLEGED TO HAVE ARISEN.<br>6.4.2 EXCLUSIONS. IN NO EVENT<br>WILL HWML OR ITS AFFILIATES, OR BROKER OR ITS<br>AFFILIATES, BE LIABLE FOR ANY OF THE<br>FOLLOWING DAMAGES OR LOSSES WHATSOEVER<br>ARISING FROM OR IN CONNECTION WITH THIS<br>AGREEMENT (A) INDIRECT, INCIDENTAL, SPECIAL,<br>CONSEQUENTIAL, AGGRAVATED, EXEMPLARY OR<br>PUNITIVE DAMAGES OR LOSSES; (B) LOSS OF<br>BUSINESS OR GOODWILL, SALES, USE, PROFITS, OR<br>REVENUE, OR LOSS OF OR CORRUPTION TO DATA OR<br>CONTENT; OR (C) COSTS FOR THE PROCUREMENT OF<br>SUBSTITUTE PRODUCTS OF SERVICES.<br>6.4.3 CARVE-OUT. THE<br>LIMITATIONS AND EXCLUSIONS IN SECTION 6.4.1<br>AND SECTION 6.4.2 DO NOT APPLY TO LIABILITY FOR<br>(I) DEATH OR PERSONAL INJURY RESULTING FROM A<br>PARTY\u2019S NEGLIGENCE OR MISCONDUCT; (II) A<br>PARTY\u2019S INDEMNIFICATION OBLIGATIONS IN<br>SECTION 6.6; (III) A PARTY\u2019S BREACH OF SECTION 4<br>(TO THE EXTENT NOT DUE TO A SECURITY INCIDENT<br>OR A SECURITY INCIDENT CAUSE); (IV) THE<br>VIOLATION OF A PARTY\u2019S INTELLECTUAL<br>PROPERTY RIGHTS; OR (V) A PARTY\u2019S OR ITS<br>REPRESENTATIVES\u2019 FRAUD, GROSS NEGLIGENCE, OR<br>WILLFUL MISCONDUCT.<br>6.4.4 APPLICATION. THIS SECTION<br>6.4 APPLIES TO ALL CAUSES OF ACTION, WHETHER<br>BASED IN CONTRACT, TORT OR OTHERWISE,<br>INCLUDING, WITHOUT LIMITATION, FOR<br>FUNDAMENTAL BREACH, HOWEVER CAUSED AND<br>REGARDLESS OF THE LEGAL THEORY OF LIABILITY,<br>EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR<br>HEREIN FAILS ITS ESSENTIAL PURPOSE, AND EVEN IF<br>A PARTY IS ADVISED IN ADVANCE OF THE DAMAGES<br>OR LOSSES IN QUESTION OR EVEN IF SUCH<br>DAMAGES OR LOSSES WERE FORESEEABLE. THE<br>PARTIES HAVE FREELY AND OPENLY NEGOTIATED<br>THIS AGREEMENT, INCLUDING THE PRICING, IN THE<br>KNOWLEDGE THAT THE LIABILITY OF THE PARTIES<br>IS TO BE LIMITED IN ACCORDANCE WITH THE<br>PROVISIONS OF THIS AGREEMENT.<br>6.5 INDEMNIFICATION BY HWML. HWML<br>will defend, indemnify, and hold harmless Broker, its officers,<br>directors, employees, contractors, Affiliates, Authorized Users<br>and agents (the \u201cBroker Indemnitees\u201d) from and against any<br>and all liabilities, losses, damages, claims, and expenses,<br>including legal fees (collectively, \u201cLosses\u201d) to the extent<br>arising from any allegation that the Services, the Software or<br>their use in accordance with the terms hereof Agreement<br>infringe a third party\u2019s Intellectual Proprietary Rights.<br>6.5.1 Exceptions. Notwithstanding<br>Section 6.5, HWML has no obligation hereunder and will be<br>indemnified by Broker to the extent any infringement claim or<br>litigation, or any liabilities, losses, damages, costs or expenses,<br>including reasonable lawyers\u2019 fees (\u201cLosses\u201d), arises as a result<br>of: (a) use of any of the Services, Work Product or HWML<br>Materials in violation of this Agreement; (b) any modification<br>to any of the Services, Work Product or HWML Materials by a<br>party other than HWML or its authorized agents; (c) any<br>combination of any of the Services, Work Product or HWML<br>Materials with any computer program, software, hardware or<br>equipment where such claim of infringement would not exist<br>without such combination; or (d) use of any of the Services,<br>Work Product or HWML Materials after HWML notifies<br>Broker to discontinue such use.<br>6.5.2 Additional Infringement Remedies.<br>In the event that any Services performed or Deliverable<br>supplied by or through HWML in connection with this<br>Agreement or any HWML Materials becomes, or in HWML\u2019s<br>reasonable opinion, is likely to become, the subject of a Claim<br>of infringement, or if Broker is prevented from using the<br>Services, the Work Product or the HWML Materials by reason<br>of a Claim of infringement, HWML shall make commercially<br>reasonable efforts, at HWML\u2019s expense, to (i) modify the<\/li>\n\n\n\n<li>9 &#8211;<br>applicable component of the Services, Work Product or<br>HWML Materials so that there is no longer any infringement,<br>provided that the modification does not adversely affect the<br>functionality or performance capabilities of the Work Product,<br>Services or HWML Materials; (ii) procure for Broker<br>Indemnitees the right to continue using the infringing<br>component of the Work Product, Services or HWML Materials<br>on terms not less favorable than those provided in this<br>Agreement; or (iii) replace the infringing Services, Work<br>Product or HWML Materials with functionally equivalent noninfringing Services, Work Product or HWML Materials that<br>satisfy the warranties and covenants herein. In the event that the<br>foregoing are not reasonably feasible within ninety (90) days<br>after Broker is advised by HWML to cease using the allegedly<br>infringing Deliverable, Service or HWML Materials, then<br>either Party may terminate the Agreement and HWML shall<br>refund all unused fees directly attributable to the infringing<br>Services, Work Product or HWML Materials previously paid<br>by Broker, including any unused prepayments received by<br>HWML for Services or Work Product not provided as a result<br>termination under this Section or as a result of Broker being<br>advised to cease using the Services or Work Product as set out<br>herein, as liquidated settlement of any liability other than the<br>foregoing obligation of indemnification.<br>6.5.3 Sole Remedy. This Section 6.5<br>constitutes Broker\u2019s sole remedy, and HWML\u2019s sole<br>obligations, in respect of infringement claims, proceedings<br>inclusive of litigation and arbitration, and demands.<br>6.6 INDEMNIFICATION BY BROKER.<br>Broker shall indemnify, hold harmless and defend HWML, its<br>Affiliates, and each of their respective officers, directors,<br>employees, agents, heirs, successors in interest from and<br>against any and all Losses from any third-party claim to the<br>extent arising from: (a) Broker Data; (b) Broker\u2019s or any<br>Authorized User\u2019s breach of this Agreement; (c) Broker\u2019s or<br>any Authorized User\u2019s, breach of any applicable laws, rules or<br>regulations; (d) Broker\u2019s or any Authorized User\u2019s, fraud or<br>willful misconduct; (d) any property damage or personal injury<br>caused by Broker or any Authorized User; or (e) Broker\u2019s or<br>any Authorized User\u2019s financial, business or commercial<br>judgments.<br>6.7 INDEMNIFICATION PROCEDURES. The<br>indemnification obligations on the part of either party<br>hereunder are conditional upon: (a) the indemnifying party<br>being notified in writing promptly of the indemnified party\u2019s<br>receipt of notice of the claim (provided, however, that the<br>failure to provide such notice shall not relieve the indemnifying<br>party of its indemnification obligations under Section 6.5 or<br>Section 6.6, except to the extent of any material prejudice to the<br>indemnifying party as a direct result of such failure); (b) the<br>indemnifying party having sole control over the defense or<br>settlement of such claim; and (c) the indemnifying party being<br>given the necessary authorization, information and full cooperation and assistance by the indemnified party for the<br>defense of same (at the indemnifying party\u2019s cost); provided in<br>all cases, however, that the indemnifying party shall not make<br>any admission against the indemnified party\u2019s interests or enter<br>into any settlement or compromise of any Claim in the event<br>such settlement or compromise imposes any liability or<br>obligation on the indemnified party without the indemnified<br>party\u2019s prior written consent.<\/li>\n<\/ul>\n\n\n\n<ol class=\"wp-block-list\">\n<li>MISCELLANEOUS.<br>7.1 Independent Contractors. Broker and<br>HWML are independent contractors, and nothing in this<br>Agreement will create any partnership, joint venture, agency,<br>franchise, sales representative, or employment relationship<br>between the parties. Neither party is an agent or representative<br>of the other or is authorized to make any warranties or assume<br>or create any other obligations on behalf of the other.<br>7.2 Force Majeure and Uncontrollable Events.<br>Except for the payment of money for goods delivered or<br>services rendered, neither party will be liable for any<br>interruption, delay or failure to perform any obligation under<br>this agreement when such interruption, delay or failure results<br>from causes beyond such party\u2019s reasonable control, including<br>any law or act of any governmental authority, war, riot,<br>terrorism, insurrection or other hostilities, embargo, fuel or<br>energy shortage, equipment breakdowns, power failure,<br>pandemic, epidemic, fire, mass casualty event, flood,<br>earthquake, act of God, strikes, lockouts, labor shortages,<br>failure of a third party to satisfy its contractual obligations, or<br>any other similar cause.<br>7.3 Export Controls. Broker acknowledges and<br>agrees that the Software Services, Support or HWML Materials<br>may be subject to export controls under United States and other<br>export control Laws. Broker shall not directly or indirectly,<br>whether to an Affiliate or a third party: (a) export, re-export,<br>transfer, or release (herein referred to as \u201cexport\u201d) any<br>component of the Software Services, Support or HWML<br>Materials, to any prohibited or restricted destination, person, or<br>entity; or (b) access or use or allow any Authorized User,<br>Affiliate or third party to use the Software Services, Support or<br>HWML Materials in a manner prohibited or restricted by export<br>control Laws. Broker shall comply with all applicable export<br>controls Laws at all times.<br>7.4 Audit; Inspection. During the term of this<br>Agreement, and upon at least 14 days\u2019 prior written notice to<br>Broker, no more often than once per annum HWML shall have<br>the right, during normal business hours, to audit the manner of<br>use of the Services solely in accordance with the scope of audit<br>agreed to by the parties in advance of such audit, each party\u2019s<br>consent to such scope of audit not to be unreasonably withheld,<br>and under Broker\u2019s reasonable supervision. HWML will ensure<br>that the audit is conducted in a manner that will result in<br>minimal disruption to Broker\u2019s business.<br>7.5 Governing Law; Venue. The laws of the<br>State of California shall be applied to this Agreement, without<br>reference to conflicts of law principles, and the parties submit<br>to the exclusive jurisdiction of (a) the United States District<\/li>\n<\/ol>\n\n\n\n<ul class=\"wp-block-list\">\n<li>10 &#8211;<br>Court for the Central District of California (to the extent it has<br>subject matter jurisdiction); or (b) the Superior Court of<br>California, County of Los Angeles; but the Parties agree that<br>HWML may seek equitable relief in any venue it so chooses.<br>This Agreement shall not be governed by the United Nations<br>Convention of Contracts for the International Sale of Goods, as<br>amended, replaced or re-enacted from time to time, the<br>application of which is hereby expressly excluded.<br>7.6 Assignment. The parties shall not assign or<br>transfer (including by operation of law) this Agreement,<br>including any Order(s), without the prior written consent of the<br>other and any attempted assignment or transfer shall be null and<br>void and shall constitute a material breach of this Agreement.<br>In addition to and notwithstanding the foregoing, if the<br>ownership of Broker at any time shall pass out of the majority<br>control of its then-current owners by sale of stock or assets,<br>merger or otherwise, Broker shall give HWML not fewer than<br>30 days\u2019 prior written notice to the effective date of any change<br>of control. HWML shall have the right to terminate any or all<br>affected Order(s) by providing written notice to Broker within<br>the later of 60 days following (a) receipt of such notice of<br>change of control; or (b) the date such change of control occurs.<br>If HWML elects not to exercise the foregoing termination right,<br>any successor-in-interest to the Order(s) as a result of the<br>change of control shall assume all rights and obligations of<br>Broker and shall be responsible for adhering to the terms<br>thereof. Any attempted assignment in violation of this section<br>will be null and void. This Agreement shall be binding upon,<br>shall enure to the benefit of, and shall be enforceable by the<br>parties and their permitted successors and assigns.<br>7.7 Entire Agreement; Amendments. This<br>Agreement represents the entire agreement between the parties<br>with respect to its subject matter and supersedes all previous<br>agreements, representations, discussions, understandings or<br>writings between the parties with respect to its subject matter.<br>There are no oral or written collateral representations,<br>agreements or understandings. This Agreement may not be<br>modified except in a written document signed by the parties.<br>7.8 Conflicts. In the event of any conflict among<br>the terms of this Agreement or any Order, the terms of the Order<br>shall prevail only with respect to the Services and pricing<br>specified in such Order, as well as any provisions in the<br>Agreement that are specifically excluded or modified in such<br>Order. Except as may be specifically provided for in a<br>particular Order, any such exclusion or modifications contained<br>in any Order shall not modify this Agreement with respect to<br>any other Order.<br>7.9 Headings; Interpretation. The section and<br>subsection headings used in this Agreement are for reference<br>and convenience only, and shall not affect in any way the<br>meaning or interpretation of the Agreement. Where the word<br>\u201cincluding\u201d or \u201cincludes\u201d is used herein, it means \u201cincluding<br>without limitation\u201d or \u201cincludes without limitation\u201d,<br>respectively.<br>7.10 Waiver; Severability. The failure of a party<br>to insist upon strict compliance with any term or condition of<br>this Agreement on any occasion shall not be construed as a<br>waiver with regard to any subsequent failure to comply with<br>such term or condition. No waiver of any term or condition of<br>this Agreement, including any Order, shall be effective unless<br>agreed to in writing by the party making the waiver. If any term<br>or condition hereof is found by a court, administrative agency<br>or jurisdiction to be unenforceable, the remaining terms and<br>conditions hereof shall remain in full force and effect and shall<br>be enforceable to the maximum extent permitted by law, and<br>the parties shall substitute a valid, legal and enforceable<br>provision as close in legal and economic consequence as<br>possible to the provision being struck or considered<br>unenforceable. If the limitation of liability set forth in this<br>Agreement is limited by law, then HWML\u2019s liability will be<br>limited to the greatest extent permitted by law.<br>7.11 Counterparts; Electronic Transmission. This<br>Agreement may be signed in any number of counterparts with<br>the same effect as if the parties had signed the same document.<br>Delivery by electronic transmission is as effective as delivery<br>of an original of this Agreement.<br>7.12 Survival. Notwithstanding the termination or<br>expiry of this Agreement, all obligations which either expressly<br>or by their nature are to continue after the termination or expiry<br>of this Agreement shall survive and remain in effect, including,<br>without limitation, Sections 3.1.5, 3.1.6, 3.2.1, 3.2.2, 4, 6 and<br>7.<br>7.13 Notices. All notices and other<br>communications under this Agreement shall be in writing and<br>shall be deemed to have been duly delivered if delivered by<br>hand or sent by nationally recognized overnight carrier, or<br>prepaid registered or certified mail, return receipt requested,<br>with acknowledgment by the receiving party as of the date<br>received, to the address listed in the first paragraph above, or to<br>such other address as either party shall specify in a written<br>notice to the other.<br>7.14 Commencement of Services.<br>Commencement of the Service(s) prior to the signing of this<br>Agreement or any applicable Order(s) by HWML does not<br>constitute acceptance by HWML of any changes made by<br>Broker to the terms and conditions of this Agreement or any<br>Order(s) and no such changes are binding on HWML until<br>HWML has agreed to them in writing.<br>This Software Subscription Agreement (this \u201cAgreement\u201d) is entered into as of <strong><em><strong><em>_<\/em><\/strong><\/em><\/strong> <em>_<\/em>, 2021<br>(\u201cEffective Date\u201d), by and between Help With My Loan, Inc., a Delaware corporation (\u201cHWML\u201d) and<\/li>\n\n\n\n<li>11 &#8211;<br><strong><em><strong><em>____<\/em><\/strong><\/em><\/strong>, Inc., a <strong><em><strong><em>__<\/em><\/strong><\/em><\/strong> corporation (\u201cBroker\u201d). HWML makes certain software services<br>available whereby Broker may efficiently underwrite potential lenders and match them to appropriate lenders.<br>The parties agree as follows:<\/li>\n<\/ul>\n\n\n\n<ol class=\"wp-block-list\">\n<li>Initial Order. HWML will make the Software and Services set forth below available to Broker in<br>exchange for the fees set forth below (the \u201cInitial Order\u201d). The \u201cTerm\u201d of this Agreement shall begin on the Effective<br>Date (also the \u201cStart Date\u201d with regard to the Initial Order) and shall continue for a period of three years thereafter.<\/li>\n\n\n\n<li>Software and Services. HWML will make the Software and Services available to Broker according<br>to the tier of service selected by Broker on the HWML Site (e.g. Transactional, Standard, Professional or Advanced<br>to include second level customer support and the service level commitment set forth on Schedule 1.<\/li>\n\n\n\n<li>Fees.<br>a. Implementation Fee: Waived<br>b. Monthly Licensing Fee: Customer will pay HWML the monthly licensing fee according to<br>the tier of service selected by Customer set forth on the HWML Site (e.g. Standard, Professional or Advanced) unless<br>Customer has selected the Transactional tier of service. Customer will receive a 10% discount if Customer pays<br>twelve months of licensing fees in advance.<br>c. Transactional Licensing Fee: If Customer has selected the Transactional tier of service,<br>Customer will pay HWML 1.25% of the underwritten value of all loans closed by Customer utilizing the Services.<\/li>\n\n\n\n<li>Schedules. The following schedules are attached to and form part of this Agreement:<br>Schedule 1 \u2013 Service Level Commitment<br>Schedule 2 \u2013 Terms of Service<\/li>\n\n\n\n<li>Additional Orders. Broker may order additional Software and Services by entering into an Additional<br>Order with HWML. Each such Additional Order will, at a minimum, specify (i) the type and quantity of Software<br>and\/or Services ordered; and (ii) the fees for such Software and\/or Services. Each such Additional Order will be<br>effective once executed by Broker and HWML. The terms and conditions of this Agreement will govern regardless<br>of any additional or conflicting terms on any invoice, order acknowledgment or other document or correspondence,<br>except with regard to the terms identified in clauses (i) &#8211; (ii) above, and neither party will be bound by contingencies<br>noted or contained in a submitted order; provided, however, that the definitions set forth in any Additional Order will<br>apply to this Agreement with regard to the application of the terms and conditions of this Agreement on any Software<br>or Services ordered under such Additional Order.<br>[Signatures Follow]<br>SCHEDULE 1 \u2013 SERVICE LEVEL COMMITMENT<br>HWML is committed to respond, in accordance with this Service Level Commitment (\u201cSLC\u201d), to problems<br>encountered by Broker that are reproduced by HWML which represent material deviation of the HWML Software Service<br>from the Service Level described herein. Capitalized terms not defined in this SLC have the meanings given to them in the<br>Agreement. The remedies set forth in this SLC are Broker\u2019s sole and exclusive remedies for any failure to achieve the<br>service levels set forth in the SLC.<\/li>\n\n\n\n<li>DEFINITIONS.<br>\u201cAuthorized Contact\u201d means any one of up to three (3) Broker employees who have been identified by Broker as a<br>person authorized to initiate a Support Request pursuant to Section 2.2 below. Broker may update its list of Authorized<br>Contacts at any time upon notice to HWML.<br>\u201cBusiness Day\u201d means any day which is not a Saturday, Sunday or statutory public holiday in Los Angeles,<br>California.<br>\u201cBusiness Hours\u201d means between the hours of 9:00am and 6:00 pm (pacific time) on a Business Day.<br>\u201cError\u201d means a problem or malfunction in the Software that is reproducible by HWML and has a material effect<br>on system performance.<br>\u201cSupport Request\u201d is defined in Section 2.2 below.<br>\u201cWork-Around\u201d means a temporary work-around, patch or bypass applied or supplied by HWML acceptable to<br>Broker in order to temporarily correct an Error.<\/li>\n\n\n\n<li>TECHNICAL SUPPORT SERVICES.<br>2.1 Priority Levels. HWML will establish the priority level of each reported Support Request that Broker refers<br>to HWML for assistance. The priority level of each reported Support Request shall be classified in accordance with the<br>following definition (the \u201cPriority Level\u201d):<br>Priority Level Error Definition\/Condition<br>1 \u2013 Major Major Impact. The Software is totally impaired, with no<br>workaround available.<br>2 \u2013 High High Impact. Loss of key functionality of the Software that<br>restricts Broker\u2019s ability to use one or more portions of features<br>of the Software to perform a necessary business function but<br>can be circumvented with a workaround.<br>3 \u2013 Moderate Moderate Impact. Issue that restricts Broker\u2019s ability to use<br>an isolated component or portion of the Software but that does<br>not affect the ability of the Software to perform a necessary<br>business function.<br>4 \u2013 Minor Minor Impact. Software is usable with limitations or nonmaterial issues.<br>5 \u2013 No Error No error. Severity level for general support requests,<br>installation questions, new feature requests, etc.<br>2.2 Support Request. All Broker requests for support (each, a \u201cSupport Request\u201d) will be made by an<br>Authorized Contact via telephone (833-496-5626) or email (support@helpwithmyloan.com). Such contact number and<br>email will be referred to herein as a \u201cContact Point\u201d and may be changed upon notice to Broker.<br>2.3 HWML Response. HWML will (i) provide Broker access to HWML\u2019s support helpline as outlined above;<br>(ii) provide generally available updates, enhancements, modifications and each release to the then-current, general release<br>version of the Software that are not separately priced or licensed as new products; and (iii) after HWML receives a Support<br>Request from an Authorized Contact that identifies an Error, HWML will respond to Broker within the call back time frame<br>indicated below and use reasonable efforts, working diligently, to respond and provide a remedy to such Problem. Broker<br>will grant HWML necessary access to the Software in order to provide maintenance and resolve any Errors. For Major<br>Errors, these efforts will continue on an around-the-clock basis until a remedy is in place. HWML and Broker will work<br>together to schedule planned downtime, maintenance periods and other system outages consistent with Broker\u2019s business<br>needs and the scope of such required maintenance or other planned activities that require downtime.<br>Priority Call Back<br>Time<br>HWML Action Frequency of Update<br>to Broker<br>1 \u2013 Major 1 hour Work continuously As required<br>2 \u2013 High 2 hours* Work continuously<br>during Business Hours<br>Every business day<br>3 \u2013 Moderate 4 hours** Work diligently during<br>Business Hours<br>Once per week<br>4 \u2013 Minor 2 Business Days** Work as necessary during<br>Business Hours<br>Once every 2 weeks<br>5 \u2013 No Error At HWML\u2019s<br>discretion<br>At HWML\u2019s discretion At HWML\u2019s discretion<\/li>\n<\/ol>\n\n\n\n<ul class=\"wp-block-list\">\n<li>Call back during Business Hours.<br>** Call back during Business Hours if requested.<br>HWML makes no guarantee or warranty, whether express or implied, on the time required to resolve any Error. In<br>addition, HWML must be able to reproduce Errors in order to resolve them. Broker agrees to reasonably cooperate and<br>work closely with HWML to reproduce Errors, and to continuously provide prompt updates to the Error if further<br>information becomes available to Broker.<br>[END OF SCHEDULE 1]<br>SCHEDULE 2 \u2013 STANDARD TERMS &amp; CONDITIONS<\/li>\n<\/ul>\n\n\n\n<ol class=\"wp-block-list\">\n<li>TERMS OF SERVICE. Every Software Subscription<br>Agreement (each, an \u201cAgreement\u201d) and all Orders entered into by<br>Help With My Loan, Inc., a Delaware corporation (\u201cHWML\u201d) are<br>bound by (i) all the terms and conditions set forth below (the<br>\u201cTerms of Service\u201d); (ii) HWML\u2019s terms of use located at<br>https:\/\/<a href=\"http:\/\/hwml.hwml.app\/\">hwml.hwml.app<\/a>\/terms-and-conditions\/ (as the same<br>may be updated from time to time, the \u201cTerms of Use\u201d); and (iii)<br>HWML\u2019s privacy policy located at<br>https:\/\/<a href=\"http:\/\/hwml.hwml.app\/\">hwml.hwml.app<\/a>\/privacy-policy\/ (as the same may be<br>updated from time to time, the \u201cPrivacy Policy\u201d). Capitalized<br>terms not defined herein have the same meaning as set forth in the<br>applicable Agreement and capitalized terms not defined in an<br>Agreement have the same meaning as set forth below.<\/li>\n\n\n\n<li>DEFINITIONS. In this Agreement, the following terms<br>shall have the following meanings, and such meanings shall apply<br>to both singular and plural forms of any such terms:<br>\u201cHWML Materials\u201d means the Software, APIs,<br>Documentation and HWML Systems and any and all other<br>information, data, documents, materials, works and other content,<br>devices, methods, processes, hardware, software and other<br>technologies and inventions, including any deliverables, technical<br>or functional descriptions, requirements, plans or reports, that are<br>provided or used by HWML or any subcontractor or Third Party<br>Provider of HWML in connection with the Services or otherwise<br>comprise or relate to the Services or HWML Systems, including,<br>for the purposes of this Agreement, as between the parties,<br>HWML Third Party Tools and Data. For the avoidance of doubt,<br>HWML Materials include Usage Data.<br>\u201cHWML Site\u201d means https:\/\/hwml.app\/ and\/or<br>https:\/\/<a href=\"http:\/\/hwml.hwml.app\/\">hwml.hwml.app<\/a>\/, as the case may be, including<br>all subdomains and as each may be updated from time to time.<br>\u201cHWML Systems\u201d means the information technology<br>infrastructure used by or on behalf of HWML in performing the<br>Services, including all computers, software, HWML Site, any<br>HWML application designed for mobile or other specific devices,<br>hardware, databases, electronic systems (including database<br>management systems) and networks, whether operated directly by<br>HWML or through the use of third party services.<br>\u201cHWML Third Party Tools and Data\u201d means the third<br>party tools, software, services, Third Party Provider Content,<br>content, materials, information, documents, specifications,<br>products, equipment or components of or relating to the Services<br>that are procured by HWML from Third Party Providers and with<br>which any or all of the Services, including the Software,<br>interoperate.<br>\u201cBroker Data\u201d means information, data and other<br>content, but excluding Usage Data, in any form or medium, which<br>(i) is uploaded or transmitted directly or indirectly by Broker or<br>an Authorized User to HWML by or through the Software<br>Services; (ii) is directly output from the Processing of such<br>information, data or content by or through the Software Services;<br>or (iii) is created by Broker and maintained by Broker within the<br>Software Services. For clarity, Broker Data includes Broker<br>Personal Information.<br>\u201cBroker Systems\u201d means Broker\u2019s, or any Authorized<br>User\u2019s, information technology infrastructure, including without<br>limitation or other computers, software, hardware, databases,<br>electronic systems (including database management systems),<br>networks, telephones, telecommunications connections, whether<br>operated directly by Broker or any Authorized User, Third Party<br>Provider or Distributor.<br>\u201cBroker Third Party Services and Data\u201d means any third<br>party services, hardware, data, information, or content that are<br>procured by Broker from Third Party Providers to interoperate<br>with the Services.<br>\u201cAccess Methods\u201d means the user identifiers and<br>passwords used to verify an Authorized User\u2019s credentials to use<br>the Software Services and Support pursuant to this Agreement.<br>\u201cAdditional Order\u201d means a written order agreed to<br>between Broker and HWML or Broker\u2019s order of additional<br>Software and\/or Services through the HWML Site for additional<br>Software or Services to be purchased, licensed or otherwise<br>provided by HWML. All such Additional Orders will be bound<br>by all the terms of the Agreement.<br>\u201cAffiliate\u201d means an entity either directly or indirectly<br>Controlled by, Controlling or under common Control (as defined<br>below) of a party.<br>\u201cAgreement\u201d also means this Software Subscription<br>Agreement, all schedules and exhibits to this Software<br>Subscription Agreement, the Initial Order and each Additional<br>Order, all amendments to the foregoing, and all other documents<br>incorporated by reference herein and therein.<br>\u201cAPI\u201d means any application program interface that<br>HWML makes available hereunder.<br>\u201cApplicable Privacy Laws\u201d means all laws, regulations,<br>rules and guidance pertaining to privacy, data processing and data<br>protection applicable to HWML\u2019s Processing of Personal<br>Information in connection with HWML\u2019s provision of and<br>making available of the Services;<br>\u201cAuthority\u201d means any government authority, agency,<br>body or department, whether federal, state, or municipal, having<br>or claiming jurisdiction over the Agreement and \u201cAuthorities\u201d<br>means all such authorities, agencies, bodies and departments.<br>\u201cAuthorized User\u201d means those employees, agents,<br>independent contractors, and customer(s) who are authorized by<br>HWML (or by Broker\u2019s Services Administrator, as defined in and<br>specified in an Order) to use Services, and who have been<br>supplied Access Methods, as may be further specified in the<br>Agreement or an Additional Order.<br>\u201cClaims\u201d means all claims, demands, losses, liabilities<br>and damages (including taxes and related penalties if applicable),<br>and all related costs and expenses, including reasonable legal and<br>professional fees, expert fees and disbursements, and costs of<br>investigation, litigation, settlement, judgment and appeal, if any.<br>\u201cControl\u201d (and its variants set forth in Section 1.2) means<br>having a more than fifty percent (50%) equity voting interest or<br>the sole power to direct or cause the direction of the management<br>or policies of the entity, whether through the ability to exercise<br>voting power, by contract or otherwise.<br>\u201cConfidential Information\u201d means any oral, written,<br>graphic or machine readable information including, but not<br>limited to, that which relates to research, trade secrets, product<br>plans, products, developments, inventions, processes, designs,<br>drawings, engineering, formulae, markets, software, hardware<br>configuration, algorithms, business plans, agreements with third<br>parties, services, customers, marketing or finances of the<br>disclosing party, which Confidential Information is designated in<br>writing to be confidential or proprietary, or if given orally, is<br>confirmed in writing as having been disclosed as confidential or<br>proprietary within a reasonable time (not to exceed thirty days)<br>after the oral disclosure, or which information would, under the<br>circumstances, appear to a reasonable person to be confidential or<br>proprietary.<br>\u201cDistributor\u201d means a third party distributor or vendor<br>over whose network or through whose services Broker may use<br>the Services.<br>\u201cDocumentation\u201d means any written specifications,<br>manuals or instructions for the Software Services that HWML<br>specifically provides or makes available for Broker through<br>Broker\u2019s account, as well as any then-current general minimum<br>Broker System requirements as published by HWML (as may be<br>updated from time-to-time).<br>\u201cFeedback\u201d means all suggestions, input, information,<br>comments, or other feedback provided by or on behalf of Broker<br>to HWML with respect to the Services, but excludes Broker Data.<br>\u201cHarmful Code\u201d means any software, hardware or other<br>technology, device or means, including any virus, worm, malware<br>or other malicious computer code, the purpose or effect of which<br>is to permit unauthorized access to, or to destroy, disrupt, disable,<br>distort, or otherwise harm or impede in any manner any (a)<br>computer, software, firmware, hardware, system or network; or<br>(b) any application or function of any of the foregoing or the<br>security, integrity, confidentiality or use of any data Processed<br>thereby.<br>\u201cIntellectual Property Rights\u201d means all intellectual<br>property and other proprietary rights, including, without<br>limitation, all rights provided under trade secret law, patent law,<br>copyright law, trade mark or service mark law, design patent or<br>industrial design law, semi-conductor chip or mask work law, and<br>any other statutory provision or common law principle which may<br>provide a right in either ideas, formulae, algorithms, concepts,<br>inventions or know-how, whether registered or not and including<br>all applications therefor.<br>\u201cModifications\u201d means any corrections, improvements,<br>translations, alterations, adaptations, revisions, withdrawals,<br>additions, developments, as well as new versions or regular<br>enhancements, changes, upgrades or updates; and \u201cModify\u201d shall<br>mean the creation of any of the foregoing. For clarity,<br>Modification does not include additional or wholly new modules,<br>products or services.<br>\u201cOrder\u201d means the Initial Order or an Additional Order,<br>as the case may be.<br>\u201cPersonal Information\u201d means (a) information about an<br>identified or identifiable individual; (b) any information that when<br>combined with such individually identifiable information<br>identifies an individual; or (c) information that is otherwise<br>protected under Applicable Privacy Laws.<br>\u201cProcess\u201d means to create, obtain, acquire, record,<br>access, organize, alter, use, store, maintain, copy, aggregate,<br>disclose, erase, destroy, dispose of or otherwise process.<br>\u201cProcessing\u201d and \u201cProcessed\u201d have correlative meanings.<br>\u201cProfessional Services\u201d means the customization,<br>integration, training, consulting, development and other<br>professional services purchased pursuant to the Agreement or any<br>Order, and any Modifications to such services, but does not<br>include Software Services or Support.<br>\u201cService Level Commitment\u201d means the service level<br>commitment attached as Schedule 1.<br>\u201cServices\u201d means the Software Services, including<br>accompanying Support, and Professional Services.<br>\u201cSoftware\u201d means the HWML software application(s)<br>and other software, and all Modifications of the foregoing, that<br>HWML makes available for use as part of the Software Services<br>whether through the HWML Site or otherwise.<br>\u201cSoftware Services\u201d means the software services made<br>available by HWML for use by Broker, including the making<br>available of the Software and accompanying Support, and any<br>Modifications to such services and\/or software, as may be<br>subscribed to or purchased by Broker pursuant to and as specified<br>in an Order, but not including Professional Services or HWML<br>Third Party Tools and Data.<br>\u201cSupport\u201d means the standard support services<br>accompanying the Software Services, as described in the Service<br>Level Commitment, and any Modifications to such support<br>services, but not including Professional Services or HWML Third<br>Party Tools and Data. For clarity, Support does not include<br>Professional Services, hardware and related supplies and support<br>thereof, or any onsite (e.g. onsite at a Broker location) support.<br>\u201cThird Party Provider\u201d means a supplier of data,<br>information, content, software, services or other items or<br>infrastructure that are part of or otherwise used in connection with<br>the Services to include Amazon Web Services, Google Analytics,<br>Twilio, Mixpanel, Hotjar, Zendesk and Stripe.<br>\u201cUse\u201d or \u201cuse\u201d (a) of the Software Services, including<br>accompanying Support, means to9 \u201caccess and use\u201d the Software<br>Services and to \u201caccess, use and, to the extent applicable, receive\u201d<br>Support; and (b) of Professional Services, means to \u201creceive\u201d<br>Professional Services.<br>\u201cUsage Data\u201d means information, data and other content<br>collected from, as well as insights, ideas, observations and knowhow generated from, HWML\u2019s monitoring of usage and<br>interaction with the Services by Authorized Users that is<br>sufficiently different from Broker Data (including Personal<br>Information) that Broker Data cannot be reverse engineered other<br>otherwise identified from the inspection analysis or further<br>Processing of such data.<br>\u201cWork Product\u201d means (in any form including source<br>code) any and all processes, methods, formulas, algorithms,<br>reports, programs, manuals, software, flowcharts and systems and<br>any improvements, enhancements, or modifications to any of the<br>foregoing, which are developed, prepared, conceived, or made by<br>HWML as part of, in connection with, or in relationship to the<br>performance of Services pursuant to this Agreement. Work<br>Product also means all such developments as are originated or<br>conceived during the term of this Agreement but are completed or<br>reduced to practice thereafter.<br>Other terms are defined elsewhere in the text of this<br>Agreement.<\/li>\n\n\n\n<li>TERM &amp; TERMINATION; FEES.<br>3.1 Term\/Termination\/Suspension.<br>3.1.1 Term of Agreement. This Agreement<br>shall commence on the Effective Date and shall continue in effect<br>thereafter for as long as any Order entered into pursuant to this<br>Agreement remains in effect.<br>3.1.2 Term of Order(s). The term of each<br>Order will commence on its \u201cStart Date\u201d (as defined and stated<br>therein) and shall continue in effect thereafter for its term as may<br>be specified in any such Order and in accordance with the<br>provisions stated therein. In the event no term is indicated in an<br>Order for Software Services, (a) the term of such Order will be<br>the three (3) year period commencing on the Start Date (as defined<br>and stated in such Order); and (b) such term will automatically<br>renew for successive 12 month periods unless either party notifies<br>the other in writing of its decision not to extend the term of such<br>Order at least 60 days prior to the expiration of the then current<br>term.<br>3.1.3 Termination for Breach; Insolvency.<br>Either party may terminate any or all Orders in the event of a<br>material breach thereof which is not cured within 30 days of<br>written notice of such material breach; provided, however, such<br>termination shall not take effect if the breaching party cures or<br>corrects the breach within such 30 day notice period. In addition,<br>either party may terminate any or all Orders upon written notice<br>to the other if the other party is adjudicated as bankrupt or if a<br>petition in bankruptcy is filed by or against the other party (and<br>such petition is not dismissed within 30 calendar days) or if the<br>other party makes an assignment for the benefit of creditors or an<br>arrangement pursuant to any bankruptcy act or insolvency laws.<br>3.1.4 Suspension of Services. In the event<br>that HWML learns of any of the following described<br>circumstances, then HWML may immediately suspend or disable<br>Broker\u2019s or any Authorized User\u2019s use of any or all of the Services<br>and HWML Materials, without liability to HWML: (a) any breach<br>of Section(s) 3.5.1(a), 3.5.2(a), or 6.2; (b) any circumstance that<br>HWML reasonably and in good faith believes requires temporary<br>suspension of the Services in order to protect the Services,<br>HWML, HWML Materials, any HWML Third Party Provider, or<br>any of HWML\u2019s client\u2019s or their data, for clarity including for<br>example but not exclusively cases of cyber-attack, Broker data<br>breach or physical security risk to equipment; or (c) if Broker does<br>not cure any late payment hereunder within 10 days of the date of<br>HWML\u2019s notice regarding such late payment, HWML will give<br>Broker reasonable advance notice of a suspension under this<br>paragraph and a chance to cure the grounds on which the<br>suspension is based, unless HWML determines, in its reasonable<br>judgment, that a suspension on shorter or contemporaneous notice<br>is necessary to protect the Services, HWML, HWML Materials,<br>any HWML Third Party Provider, or any of HWML\u2019s Brokers or<br>their data from imminent risk. In the event that HWML suspends<br>use of the Service pursuant to this Section 3.4.4, HWML will<br>promptly inform Broker in writing, and will use reasonable efforts<br>to limit the suspension to the affected portion(s) of the Services,<br>and will work with Broker to resolve the issue(s) causing such<br>suspension.<br>3.1.5 Effect of Termination. In addition to<br>any other termination obligations hereunder, the below provisions<br>shall apply upon the earlier of termination of this Agreement or<br>termination of any Order.<br>(1) Broker shall immediately<br>cease using any terminated or expired Services, HWML Third<br>Party Tools and Data and HWML Materials. Broker shall within<br>30 days: (a) pay all agreed upon sums owing to HWML under the<br>affected Order(s) to the date of termination; (b) return to HWML,<br>or at HWML\u2019s written request destroy, all documents and tangible<br>materials containing, reflecting, incorporating, or that are based<br>on, any HWML Materials or other HWML Confidential<br>Information; (c) permanently erase all HWML Materials and<br>other HWML Confidential Information, as well as all electronic<br>files containing, reflecting, incorporating, or that are based on<br>HWML Confidential Information or HWML Materials, from all<br>Broker Systems; and (d) upon HWML\u2019s request, certify to<br>HWML in a signed written instrument that it has complied with<br>the requirements of this Section.<br>(2) Notwithstanding anything to<br>the contrary in this Agreement, with respect to information and<br>materials then in its possession or control: (a) HWML may retain<br>Broker\u2019s Confidential Information and HWML may retain Broker<br>Data, in each case, in its then current state and solely to the extent<br>and only for so long as required by applicable law, rule or<br>regulation; and (b) HWML may retain Broker Data in its backups,<br>archives and disaster recovery systems until such Broker Data is<br>deleted in the ordinary course (up to 180 days following the date<br>of termination of this Agreement). All information and materials<br>described in this Section 3.4.5(2) will remain subject to all<br>confidentiality, security and other applicable requirements of this<br>Agreement.<br>3.1.6 Transition. Upon termination of this<br>Agreement, at Broker\u2019s request, and for a period not to exceed<br>ninety (90) days from the date of termination, HWML shall<br>cooperate with Broker in the transition of moving Broker Data<br>back to Broker or Broker\u2019s designee. If the Agreement is<br>terminated by HWML pursuant to Section 3.4.3, then such<br>services shall be provided by HWML at its then-current standard<br>professional services rates plus expenses and Taxes, and HWML<br>may at its discretion require advance payment or other adequate<br>security for payment as HWML may consider appropriate in<br>connection with or as a condition to the provision of services<br>described in this Section 3.4.6.<br>3.2 General Services Restrictions and Obligations;<br>Representations and Warranties.<br>3.2.1 General Broker Obligations. Broker<br>shall: (a) obtain and maintain all necessary licenses, consents, and<br>permissions necessary for HWML, its contractors and agents to<br>perform their obligations under this Agreement; and (b) comply<br>with all applicable laws, rules, and regulations applicable to its<br>use of the Services, HWML Materials and Broker Third Party<br>Services and Data, including privacy laws, securities laws, and<br>export laws.<br>3.2.2 Responsibility. Broker shall be<br>responsible for its, and any Authorized User\u2019s (a) compliance<br>with, and breach of, (i) this Agreement; (ii) the Terms of Use; and<br>(iii) the Privacy Policy; and (b) any conclusions, decisions or<br>actions based on their use of the Services, HWML Materials or<br>Broker Third Party Services and Data. None of Broker or any<br>Authorized User may use the Services or any HWML Materials<br>other than in the manner specifically identified in this Agreement.<br>3.2.3 Access Methods. Authorized Users<br>may only use the Services via the Access Method(s) stated in the<br>applicable Order(s). Broker is responsible for protecting the<br>security and integrity of all Access Methods. Broker shall hold in<br>strict confidence all administrative Access Methods. Broker is<br>responsible for any acts or omissions occurring under any<br>administrative Access Methods, other than those administrative<br>Access Methods which are under the control or care of HWML.<br>3.2.4 Corrective Action and Notice. If<br>Broker becomes aware of any actual or threatened activity<br>prohibited by this Section 3, then Broker shall, immediately: (a)<br>take all reasonable and lawful measures within its control<br>necessary to stop the activity or threatened activity and to mitigate<br>its effects; and (b) notify HWML of any such actual or threatened<br>activity.<br>3.2.5 Broker Systems. As between the<br>parties, Broker has and will retain sole control over the operation,<br>maintenance and management of, and all use of, any Broker<br>Systems, and sole responsibility for all use and receipt of the<br>Services and HWML Materials by any person by or through<br>Broker Systems or any other means controlled or directed by<br>Broker or Authorized User, including any information,<br>instructions or materials provided by same to the Services or<br>HWML.<br>3.2.6 Cooperation. Broker shall: (a) provide<br>reasonable cooperation and assistance as HWML may reasonably<br>request to enable HWML to exercise its rights and perform its<br>obligations under and in connection with this Agreement; (b)<br>promptly communicate to HWML all changes to Broker\u2019s<br>resources, equipment, facilities and software, that impact or may<br>impact the Services; and (c) carry out all other Broker<br>responsibilities set out in this Agreement in a timely and efficient<br>manner. HWML is not responsible or liable for any delay or<br>failure of performance caused in whole or in part by Broker\u2019s<br>delay in performing, or failure to perform, any of its obligations<br>under this Agreement.<br>3.2.7 Relationship Management. The<br>parties will each appoint a person to act as its representative for<br>managing the overall relationship between the parties. The<br>parties\u2019 representatives will meet quarterly to review the status of<br>the Services, and the parties\u2019 compliance with this agreement, and<br>other relationship governance matters as mutually agreed from<br>time to time.<br>3.2.8 Modifications; Upgrades; New<br>Services. HWML reserves the right to Modify any of the Software<br>Services or HWML Materials and any portions or configurations<br>thereof, from time to time; provided that no such Modification<br>may materially diminish any functionality or feature of the<br>Software Service material to Broker\u2019s use of the Software.<br>HWML may, in its sole discretion, make available, for additional<br>fees, additional or wholly new modules, services and products that<br>have materially different functionality from the Software Services<br>as described in the Initial Order.<br>3.2.9 HWML Third Party Tools and Data.<br>Except with respect to HWML\u2019s Hosting Providers, HWML shall<br>be responsible for all HWML Third Party Tools and Data<br>provided as part of the Software Services and shall provide<br>Support for the same.<br>3.2.10 Broker Third Party Services and Data.<br>Broker may from time to time procure Broker Third Party<br>Services and Data. Any acquisition by Broker of any such Broker<br>Third Party Services and Data, and any exchange of data between<br>Broker and any Third Party Provider, is solely between Broker<br>and the applicable Third Party Provider. HWML does not warrant<br>or support Broker Third Party Services and Data, except that (i)<br>HWML will support integration of the interoperability of the<br>Software Services with Broker Third Party Services and Data; and<br>(ii) HWML may agree to other support if specifically agreed to by<br>the parties in a particular Order.<br>3.2.11 Promotional Material. If HWML or<br>Broker wishes to use promotional material referring to the other<br>party, its services or marks, the party desiring to use such material<br>shall, before using it, submit such material to the other party for<br>review and written approval. The parties agree that any of them<br>can withhold approval until the promotional material is agreeable<br>to such party.<br>3.2.12 Mutual Representations and<br>Warranties. Each party represents and warrants to the other party<br>that: (a) it is duly organized, validly existing and in good standing<br>as a corporation or other entity under the laws of the jurisdiction<br>of its incorporation or other organization; (b) it has the full right,<br>power and authority to enter into his Agreement; (c) the execution<br>of this Agreement by its representative whose signature is set forth<br>at the end of this Agreement has been duly authorized by all<br>necessary corporate or organizational action of such party; (d)<br>when executed and delivered by both parties, this Agreement will<br>constitute the legal, valid and binding obligation of such party,<br>enforceable against such party in accordance with its terms; and<br>(e) the fulfilment of its obligations under this Agreement will not<br>breach its contractual or other obligations to third parties, and will<br>not breach any applicable laws.<br>3.2.13 HWML Representations and<br>Warranties. HWML represents and warrants that the Professional<br>Services will be performed in a competent, professional and<br>workmanlike manner. To the extent any acceptance criteria are<br>required in connection with any Work Product provided as part of<br>any Professional Services provided pursuant to a particular Order,<br>then such criteria shall be set out in such Order. In the event such<br>Work Product do not meet such acceptance criteria, HWML will<br>reasonably proceed to correct the deficiency until such Work<br>Product are accepted (not to be unreasonably withheld) by Broker.<br>For a period of 90 days from such Acceptance (\u201cWork Product<br>Warranty Period\u201d), HWML warrants that such Work Product will<br>materially conform to such applicable acceptance criteria, if any.<br>During the Work Product Warranty Period, HWML\u2019s sole<br>responsibility and Broker\u2019s sole remedy with respect to nonconforming Work Product is for HWML to, at its option, either<br>use commercially reasonable efforts to correct the deficiency or<br>terminate the affected Professional Services and refund to Broker<br>any amounts paid for such Work Product, but termination may<br>only be selected if the deficiency cannot be corrected by HWML,<br>using commercially reasonable efforts, within 30 days of Broker\u2019s<br>written notice of the deficiency. The warranty set forth in in this<br>Section 6.3.2 does not apply upon any of the following: (a) any<br>change, addition, deletion or other modification was made to the<br>Work Product, except as specifically authorized in writing by<br>HWML; and (b) failure by Broker to report a deficiency within<br>the specified Work Product Warranty Period.<br>3.3 Fees and Charges.<br>3.3.1 Fees and Charges; Payment Terms.<br>Broker shall pay fees and charges stated in the applicable<br>Order(s), in United States Dollars, plus all applicable Taxes,<br>within 15 days after the date of HWML\u2019s invoice. These fees and<br>charges shall be due and payable by Broker to HWML regardless<br>of whether Broker uses any Services. In case of Termination for<br>Breach or Insolvency as per Section 3.4.3, only the unused portion<br>of pre-paid fees is refundable.<br>3.3.2 Fee Increases. There will be no<br>increase in the fees and charges for the Software Service(s)<br>specified in a particular Order for at least one year following the<br>Effective Date. Thereafter, HWML may increase the fees and<br>charges in such Order by providing advance written notice to<br>Broker, but HWML shall not increase its fees and charges for the<br>Software Service subscribed to thereunder more than once during<br>any 12 month period.<br>3.3.3 Late Payment. HWML may assess a<br>late charge at a rate of (i) 1% per month; or (ii) the maximum<br>amount allowed under the law, whichever shall be greater, on all<br>amounts due and not paid within 30 days of the date of HWML\u2019s<br>invoice until the time of HWML\u2019s receipt of payment.<br>3.3.4 Taxes. HWML\u2019s rates, fees and other<br>charges set forth in this Agreement do not include any and all<br>present or future taxes, levies, customs, duties, deductions,<br>charges or withholdings, and all liabilities (including penalties,<br>additions to tax, interest and expenses) with respect thereto,<br>including but not limited to value added tax, sales tax,<br>consumption tax and similar taxes or duties, as well as any similar<br>city, municipal, provincial or state taxes whether currently<br>imposed or to be imposed in the future, but excluding always taxes<br>or duties determined on HWML\u2019s gross or net income, personnel<br>or property (collectively, hereinafter referred to as \u201cTaxes\u201d), for<br>which Broker will be responsible. For any Taxes that HWML is<br>required to withhold or remit to the applicable taxing authority,<br>HWML shall include each such Tax as a separate line item on its<br>applicable invoice, shall timely remit such Taxes to the applicable<br>taxing authority and shall indemnify Broker from any failure<br>thereof by HWML. If any Taxes are found to be applicable or if<br>Broker or any person paying to HWML on behalf of Broker<br>(including banks) shall be required by Law to deduct any Taxes<br>from or in respect of any sum payable to HWML hereunder, then:<br>(a) the sum payable to HWML shall (at the same time and on the<br>same conditions as applied to the sum payable) be increased as<br>may be necessary such that following all required deductions,<br>HWML receives the amount equal to the sum it would have<br>received had no such deductions been made; and (b) Broker shall<br>pay the full amount deducted to the relevant taxation authority or<br>other authority in accordance with the applicable Law. Upon the<br>request of HWML, Broker shall promptly take all reasonable and<br>proper actions, including, without limitation, the completion of<br>forms, certificates and documents and the provision of<br>information to the relevant taxing authority, of the kind required<br>under the applicable Law.<\/li>\n\n\n\n<li>NONDISCLOSURE OF CONFIDENTIAL<br>INFORMATION. HWML and Broker each agree not to use any<br>Confidential Information disclosed to it by the other party for its<br>own use or for any purpose other than to carry out the purposes of<br>this Agreement. Neither party will disclose or permit disclosure<br>of any Confidential Information of the other party to third parties<br>or to employees of the party receiving Confidential Information,<br>other than directors, officers, employees, consultants and agents<br>who are required to have the information in order to carry out the<br>purposes of this Agreement. Each party has had, or will have,<br>entered into arrangements with its employees, consultants and<br>agents who have access to Confidential Information of the other<br>party with substantially similar restrictions on disclosure to this<br>provision. Each party agrees that it will take all reasonable<br>measures to protect the secrecy of and avoid disclosure or use of<br>Confidential Information of the other party in order to prevent it<br>from falling into the public domain or the possession of persons<br>other than those persons authorized under this provision to have<br>any such information. Such measures will include, but not be<br>limited to, the highest degree of care that the receiving party<br>utilizes to protect its own Confidential Information of a similar<br>nature, which will be no less than reasonable care. Each party<br>agrees to notify the other in writing of any actual or suspected<br>misuse, misappropriation or unauthorized disclosure of<br>Confidential Information of the disclosing party which may come<br>to the receiving party\u2019s attention. Notwithstanding the above,<br>neither party will have liability to the other with regard to any<br>Confidential Information of the other which the receiving party<br>can prove: (i) was in the public domain at the time it was disclosed<br>or has entered the public domain through no fault of the receiving<br>party; (ii) was known to the receiving party, without restriction, at<br>the time of disclosure, as demonstrated by files in existence at the<br>time of disclosure; or (iii) is disclosed with the prior written<br>approval of the disclosing party. Confidential Information may be<br>disclosed pursuant to the order or requirement of a court,<br>administrative agency, or other governmental body; provided,<br>however, that the receiving party will provide prompt notice of<br>such court order or requirement to the disclosing party to enable<br>the disclosing party to seek a protective order or otherwise prevent<br>or restrict such disclosure. Confidential Information so disclosed<br>will continue to be treated as Confidential Information as between<br>the parties hereto. Notwithstanding the foregoing, either party<br>may provide information about the terms and status hereof on a<br>confidential basis to its subcontractors, lenders, private investors,<br>legal counsel, accountants, auditors and other professional<br>advisors, and either party may file a copy of this Agreement with<br>the Securities and Exchange Commission or other applicable<br>regulatory body on advice of counsel; provided, however, that the<br>filing party will use reasonable efforts to seek confidential<br>treatment of the economic terms of this Agreement and will notify<br>the other (non-filing) party in writing in advance of such filing.<br>Each party acknowledges that the restrictions and obligations in<br>this Section 6.6 are reasonable and necessary to protect the other<br>party\u2019s interests and in the event of a violation of these restrictions<br>or obligations, remedies at law may be inadequate and a violation<br>may cause irreparable damages. Accordingly, notwithstanding<br>anything to the contrary herein, each party shall be entitled to<br>immediately seek injunctive relief, without posting bond or other<br>security, against the other party or the other party\u2019s employees or<br>agents for any violation thereof.<\/li>\n\n\n\n<li>SECURITY; PERSONAL INFORMATION;<br>DISASTER RECOVERY.<br>5.1 Security. HWML shall be responsible for<br>implementing and complying with commercially reasonable<br>measures (including technical and organizational security<br>measures) designed to maintain the security and non-disclosure of<br>all Broker Data in the course of providing the Software Services<br>and Support under this Agreement. HWML shall comply with all<br>Laws (including Applicable Privacy Laws) applicable to its<br>Processing of Broker Data and otherwise performing the Services.<br>HWML shall use reasonable endeavors to set up, maintain and<br>operate in good repair all systems used to perform the Services.<br>In addition, HWML shall ensure, using commercially reasonable<br>endeavors, that all systems used to provide the Services are<br>configured in accordance with the \u201cprinciple of least privilege\u201d.<br>5.2 Personal Information. HWML acknowledges<br>that Broker Data may include Personal Information of Authorized<br>Users (\u201cBroker Personal Information\u201d). With respect to such<br>Broker Personal Information, HWML shall: (a) use Broker<br>Personal Information only for the purposes necessary to fulfill this<br>Agreement; and (b) maintain Broker Personal Information only<br>for so long as may be required to fulfill the purposes for which<br>Broker Personal Information was collected, or as may be<br>permitted herein.<br>5.3 Government Demand. Notwithstanding<br>anything to the contrary in this Agreement, HWML may disclose<br>Broker Data as required by applicable law, rule or regulation,<br>including Applicable Privacy Law, or by proper legal or<br>Authority. HWML shall, to the extent legally permitted, give<br>Broker prompt notice of any such legal or governmental demand<br>and reasonably cooperate with Broker in any effort to seek a<br>protective order or otherwise to contest such required disclosure,<br>at Broker\u2019s expense.<br>5.4 Hosting. Broker agrees that HWML may<br>transfer Broker Data to, and Process Broker Data via, providers<br>of hosting and backup services for the purposes of HWML<br>providing and making available the Services (each, a \u201cHosting<br>Provider\u201d). HWML shall provide to Broker a list of such Hosting<br>Provider(s) involved in the Services who have been transferred<br>Broker Data for backup storage, hosting storage and Processing<br>services, and a copy of any information HWML receives<br>describing the information security of such Hosting Providers.<br>Broker shall be provided notice of any changes by HWML from<br>one Hosting Provider to another.<\/li>\n\n\n\n<li>ADDITIONAL TERMS AND CONDITIONS.<br>6.1 Broker Data; Feedback. As between the parties,<br>Broker owns all right, title and interest in and to Broker Data.<br>Broker hereby grants to HWML and its Affiliates a non-exclusive,<br>worldwide, royalty-free, fully paid-up license to use and Process<br>(including, without limitation, to host, store, copy, record,<br>transmit, maintain, and display), including via Broker\u2019s Third<br>Party Providers, Broker Data and any Broker Third Party Services<br>and Data for the purposes of (i) making available and providing<br>the Services hereunder; and (ii) research, statistical, data analysis,<br>marketing, sales tracking or similar purposes. Broker is solely<br>responsible for the following with respect to any Broker Data and<br>Broker Third Party Services and Data: (a) compliance with the<br>Acceptable Use Policy; (b) all storage, backup and retrieval<br>thereof not used by HWML to provide or make available the<br>Services; (c) any transmission errors, corruption, or compromise<br>thereof transmitted via Distributors or other Third Party<br>Providers, or otherwise transmitted via the Internet; and (d) the<br>condition, completeness, timeliness, backup, legality, reliability,<br>integrity, accuracy and quality thereof. Broker agrees that HWML<br>does not review, edit, substantiate, determine or otherwise have<br>any responsibility for the accuracy, quality, integrity, legality,<br>reliability, or appropriateness of any Broker Data or Broker Third<br>Party Services and Data. For certainty, HWML is not responsible<br>for and has no liability for Broker not storing and backing-up all<br>Broker Data. Broker may from time to time provide Feedback.<br>Broker agrees that all Feedback is and shall be given entirely<br>voluntarily. Feedback, even if designated as confidential by<br>Broker shall not, absent a separate written agreement, create any<br>confidentiality obligation for HWML. HWML shall be free to use,<br>disclose, reproduce, license or otherwise distribute, and exploit<br>the Feedback provided to it as it sees fit, entirely without<br>obligation or restriction of any kind on account of Intellectual<br>Property Rights or otherwise.<br>6.2 HWML\u2019s Proprietary Rights; Third Party<br>Beneficiaries; Equitable Relief. All right title and interest in and<br>to the Services and HWML Materials, and any Work Product,<br>including, without limitation, all Intellectual Property Rights and<br>other proprietary rights therein, are and shall remain the sole and<br>exclusive property of HWML, its Affiliates and their Third Party<br>Providers, as the case may be. This Agreement does not grant any<br>Intellectual Property Rights or license under any Intellectual<br>Property Rights in or to the Services or HWML Materials. All<br>rights in and to the Services and HWML Materials are expressly<br>reserved by HWML and the respective Third Party Providers.<br>Broker shall not violate the Intellectual Property Rights and other<br>proprietary rights of HWML, its Affiliates, and their Third Party<br>Providers in the Services and HWML Materials, including, but<br>not limited to, any contractual, statutory, or common-law rights,<br>during and after the term of this Agreement or of any Order. Upon<br>any termination of this Agreement or suspension of Services,<br>Broker shall immediately cease all use of Software, Software<br>Services and HWML Materials. Broker shall comply with all<br>reasonable requests made by HWML to protect the rights of<br>HWML at their expense, its Affiliates, and their Third Party<br>Providers in the Services and HWML Materials. As between the<br>parties, all Broker Data and Broker Systems, and all Intellectual<br>Property Rights therein, shall remain the sole and exclusive<br>property of Broker, and, except in the course of fulfilling its<br>obligations hereunder, HWML shall not use, disclose, or<br>otherwise share such with any third-party including but not<br>limited to any other financial service provider. The parties agree<br>that any breach or threatened breach of Section 4 or this Section<br>6.2 shall cause a party, its Affiliates and\/or their Third Party<br>Providers irreparable injury that cannot be adequately<br>compensated for by means of monetary damages. Any breach<br>thereof may be enforced by the affected party, its Affiliates, or<br>their Third Party Providers by means of equitable relief<br>(including, but not limited to, injunctive relief) in addition to any<br>other rights and remedies that may be available, without the need<br>to post a bond or other security.<br>6.3 DISCLAIMERS. EXCEPT AS EXPRESSLY<br>SPECIFIED IN THIS AGREEMENT, WITH RESPECT TO<br>THE SERVICES, HWML MATERIALS, THIRD PARTY<br>TOOLS AND DATA, BROKER THIRD PARTY SERVICES<br>AND DATA, WORK PRODUCT, AND ANY DATA OR<br>RESULTS OBTAINED OR OUTPUT BY USING ANY OF<br>THEM: (A) BROKER\u2019S OR AUTHORIZED USER\u2019S, USE<br>THEREOF ARE ALL AT THEIR SOLE RISK; (B) ARE<br>PROVIDED \u201cAS IS\u201d AND \u201cAS AVAILABLE\u201d; (C) THE<br>REMEDIES LISTED IN THE SERVICE LEVEL<br>COMMITMENT ARE BROKER\u2019S SOLE AND EXCLUSIVE<br>REMEDY, AND HWML\u2019S SOLE OBLIGATION,<br>REGARDING ANY FAILURE OF OR OTHER ISSUE WITH<br>THE SOFTWARE, SERVICES OR SUPPORT; AND (D)<br>THERE ARE NO REPRESENTATIONS, WARRANTIES,<br>CONDITIONS OR GUARANTEES, WHETHER WRITTEN<br>OR ORAL, EXPRESS OR IMPLIED (WHETHER ARISING<br>UNDER COMMON LAW, STATUTE, COURSE OF DEALING<br>OR TRADE, OR OTHERWISE) (I) REGARDING ANY OF<br>THEM, INCLUDING, BUT NOT LIMITED TO, ANY<br>WARRANTY OR CONDITION OF FITNESS FOR A<br>PARTICULAR PURPOSE, QUALITY, MERCHANTABILITY,<br>QUALITY, NON-INFRINGEMENT, CURRENCY,<br>COMPLETENESS, ACCURACY, ACCESSIBILITY,<br>RELIABILITY, SECURITY, AVAILABILITY, OR<br>UNINTERRUPTED USE; OR (II) THAT ANY OF THEM<br>WILL MEET ANY REQUIREMENTS, ACHIEVE ANY<br>INTENDED RESULT, BE COMPATIBLE OR WORK WITH<br>ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE<br>SECURE (INCLUDING FROM HACKING OR OTHER<br>UNAUTHORIZED INTRUSION, SUCH AS DENIAL OF<br>SERVICE ATTACKS), ERROR FREE, OR FREE OF<br>HARMFUL CODE.<br>6.4 LIABILITY.<br>6.4.1 LIMITATION. IN NO EVENT WILL<br>THE MAXIMUM CUMULATIVE LIABILITY OF HWML OR<br>ITS AFFILIATES, OR BROKER OR ITS AFFILIATES, FOR<br>ANY AND ALL LIABILITIES AND CLAIMS ARISING IN<br>CONNECTION WITH THIS AGREEMENT (REGARDLESS<br>OF WHEN MADE) EXCEED THE TOTAL FEES PAID BY<br>BROKER TO HWML UNDER THE APPLICABLE ORDER<br>FOR THE SERVICE IN QUESTION IN THE 12 MONTH<br>PERIOD PRECEDING THE DATE ON WHICH SUCH<br>LIABILITY IS ALLEGED TO HAVE ARISEN.<br>6.4.2 EXCLUSIONS. IN NO EVENT<br>WILL HWML OR ITS AFFILIATES, OR BROKER OR ITS<br>AFFILIATES, BE LIABLE FOR ANY OF THE FOLLOWING<br>DAMAGES OR LOSSES WHATSOEVER ARISING FROM<br>OR IN CONNECTION WITH THIS AGREEMENT (A)<br>INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,<br>AGGRAVATED, EXEMPLARY OR PUNITIVE DAMAGES<br>OR LOSSES; (B) LOSS OF BUSINESS OR GOODWILL,<br>SALES, USE, PROFITS, OR REVENUE, OR LOSS OF OR<br>CORRUPTION TO DATA OR CONTENT; OR (C) COSTS<br>FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS<br>OF SERVICES.<br>6.4.3 CARVE-OUT. THE LIMITATIONS<br>AND EXCLUSIONS IN SECTION 6.4.1 AND SECTION 6.4.2<br>DO NOT APPLY TO LIABILITY FOR (I) DEATH OR<br>PERSONAL INJURY RESULTING FROM A PARTY\u2019S<br>NEGLIGENCE OR MISCONDUCT; (II) A PARTY\u2019S<br>INDEMNIFICATION OBLIGATIONS IN SECTION 6.6; (III) A<br>PARTY\u2019S BREACH OF SECTION 4 (TO THE EXTENT NOT<br>DUE TO A SECURITY INCIDENT OR A SECURITY<br>INCIDENT CAUSE); (IV) THE VIOLATION OF A PARTY\u2019S<br>INTELLECTUAL PROPERTY RIGHTS; OR (V) A PARTY\u2019S<br>OR ITS REPRESENTATIVES\u2019 FRAUD, GROSS<br>NEGLIGENCE, OR WILLFUL MISCONDUCT.<br>6.4.4 APPLICATION. THIS SECTION 6.4<br>APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED<br>IN CONTRACT, TORT OR OTHERWISE, INCLUDING,<br>WITHOUT LIMITATION, FOR FUNDAMENTAL BREACH,<br>HOWEVER CAUSED AND REGARDLESS OF THE LEGAL<br>THEORY OF LIABILITY, EVEN IF ANY EXCLUSIVE<br>REMEDY PROVIDED FOR HEREIN FAILS ITS ESSENTIAL<br>PURPOSE, AND EVEN IF A PARTY IS ADVISED IN<br>ADVANCE OF THE DAMAGES OR LOSSES IN QUESTION<br>OR EVEN IF SUCH DAMAGES OR LOSSES WERE<br>FORESEEABLE. THE PARTIES HAVE FREELY AND<br>OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING<br>THE PRICING, IN THE KNOWLEDGE THAT THE<br>LIABILITY OF THE PARTIES IS TO BE LIMITED IN<br>ACCORDANCE WITH THE PROVISIONS OF THIS<br>AGREEMENT.<br>6.5 INDEMNIFICATION BY HWML. HWML<br>will defend, indemnify, and hold harmless Broker, its officers,<br>directors, employees, contractors, Affiliates, Authorized Users<br>and agents (the \u201cBroker Indemnitees\u201d) from and against any and<br>all liabilities, losses, damages, claims, and expenses, including<br>legal fees (collectively, \u201cLosses\u201d) to the extent arising from any<br>allegation that the Services, the Software or their use in<br>accordance with the terms hereof Agreement infringe a third<br>party\u2019s Intellectual Proprietary Rights.<br>6.5.1 Exceptions. Notwithstanding Section<br>6.5, HWML has no obligation hereunder and will be indemnified<br>by Broker to the extent any infringement claim or litigation, or<br>any liabilities, losses, damages, costs or expenses, including<br>reasonable lawyers\u2019 fees (\u201cLosses\u201d), arises as a result of: (a) use<br>of any of the Services, Work Product or HWML Materials in<br>violation of this Agreement; (b) any modification to any of the<br>Services, Work Product or HWML Materials by a party other than<br>HWML or its authorized agents; (c) any combination of any of<br>the Services, Work Product or HWML Materials with any<br>computer program, software, hardware or equipment where such<br>claim of infringement would not exist without such combination;<br>or (d) use of any of the Services, Work Product or HWML<br>Materials after HWML notifies Broker to discontinue such use.<br>6.5.2 Additional Infringement Remedies. In<br>the event that any Services performed or Deliverable supplied by<br>or through HWML in connection with this Agreement or any<br>HWML Materials becomes, or in HWML\u2019s reasonable opinion,<br>is likely to become, the subject of a Claim of infringement, or if<br>Broker is prevented from using the Services, the Work Product or<br>the HWML Materials by reason of a Claim of infringement,<br>HWML shall make commercially reasonable efforts, at HWML\u2019s<br>expense, to (i) modify the applicable component of the Services,<br>Work Product or HWML Materials so that there is no longer any<br>infringement, provided that the modification does not adversely<br>affect the functionality or performance capabilities of the Work<br>Product, Services or HWML Materials; (ii) procure for Broker<br>Indemnitees the right to continue using the infringing component<br>of the Work Product, Services or HWML Materials on terms not<br>less favorable than those provided in this Agreement; or (iii)<br>replace the infringing Services, Work Product or HWML<br>Materials with functionally equivalent non-infringing Services,<br>Work Product or HWML Materials that satisfy the warranties and<br>covenants herein. In the event that the foregoing are not<br>reasonably feasible within ninety (90) days after Broker is advised<br>by HWML to cease using the allegedly infringing Deliverable,<br>Service or HWML Materials, then either Party may terminate the<br>Agreement and HWML shall refund all unused fees directly<br>attributable to the infringing Services, Work Product or HWML<br>Materials previously paid by Broker, including any unused<br>prepayments received by HWML for Services or Work Product<br>not provided as a result termination under this Section or as a<br>result of Broker being advised to cease using the Services or Work<br>Product as set out herein, as liquidated settlement of any liability<br>other than the foregoing obligation of indemnification.<br>6.5.3 Sole Remedy. This Section 6.5<br>constitutes Broker\u2019s sole remedy, and HWML\u2019s sole obligations,<br>in respect of infringement claims, proceedings inclusive of<br>litigation and arbitration, and demands.<br>6.6 INDEMNIFICATION BY BROKER. Broker<br>shall indemnify, hold harmless and defend HWML, its Affiliates,<br>and each of their respective officers, directors, employees, agents,<br>heirs, successors in interest from and against any and all Losses<br>from any third-party claim to the extent arising from: (a) Broker<br>Data; (b) Broker\u2019s or any Authorized User\u2019s breach of this<br>Agreement; (c) Broker\u2019s or any Authorized User\u2019s, breach of any<br>applicable laws, rules or regulations; (d) Broker\u2019s or any<br>Authorized User\u2019s, fraud or willful misconduct; (d) any property<br>damage or personal injury caused by Broker or any Authorized<br>User; or (e) Broker\u2019s or any Authorized User\u2019s financial, business<br>or commercial judgments.<br>6.7 INDEMNIFICATION PROCEDURES. The<br>indemnification obligations on the part of either party hereunder<br>are conditional upon: (a) the indemnifying party being notified in<br>writing promptly of the indemnified party\u2019s receipt of notice of<br>the claim (provided, however, that the failure to provide such<br>notice shall not relieve the indemnifying party of its<br>indemnification obligations under Section 6.5 or Section 6.6,<br>except to the extent of any material prejudice to the indemnifying<br>party as a direct result of such failure); (b) the indemnifying party<br>having sole control over the defense or settlement of such claim;<br>and (c) the indemnifying party being given the necessary<br>authorization, information and full co-operation and assistance by<br>the indemnified party for the defense of same (at the indemnifying<br>party\u2019s cost); provided in all cases, however, that the<br>indemnifying party shall not make any admission against the<br>indemnified party\u2019s interests or enter into any settlement or<br>compromise of any Claim in the event such settlement or<br>compromise imposes any liability or obligation on the<br>indemnified party without the indemnified party\u2019s prior written<br>consent.<\/li>\n\n\n\n<li>MISCELLANEOUS.<br>7.1 Independent Contractors. Broker and HWML<br>are independent contractors, and nothing in this Agreement will<br>create any partnership, joint venture, agency, franchise, sales<br>representative, or employment relationship between the parties.<br>Neither party is an agent or representative of the other or is<br>authorized to make any warranties or assume or create any other<br>obligations on behalf of the other.<br>7.2 Force Majeure and Uncontrollable Events.<br>Except for the payment of money for goods delivered or services<br>rendered, neither party will be liable for any interruption, delay or<br>failure to perform any obligation under this agreement when such<br>interruption, delay or failure results from causes beyond such<br>party\u2019s reasonable control, including any law or act of any<br>governmental authority, war, riot, terrorism, insurrection or other<br>hostilities, embargo, fuel or energy shortage, equipment<br>breakdowns, power failure, pandemic, epidemic, fire, mass<br>casualty event, flood, earthquake, act of God, strikes, lockouts,<br>labor shortages, failure of a third party to satisfy its contractual<br>obligations, or any other similar cause.<br>7.3 Export Controls. Broker acknowledges and<br>agrees that the Software Services, Support or HWML Materials<br>may be subject to export controls under United States and other<br>export control Laws. Broker shall not directly or indirectly,<br>whether to an Affiliate or a third party: (a) export, re-export,<br>transfer, or release (herein referred to as \u201cexport\u201d) any component<br>of the Software Services, Support or HWML Materials, to any<br>prohibited or restricted destination, person, or entity; or (b) access<br>or use or allow any Authorized User, Affiliate or third party to use<br>the Software Services, Support or HWML Materials in a manner<br>prohibited or restricted by export control Laws. Broker shall<br>comply with all applicable export controls Laws at all times.<br>7.4 Audit; Inspection. During the term of this<br>Agreement, and upon at least 14 days\u2019 prior written notice to<br>Broker, no more often than once per annum HWML shall have<br>the right, during normal business hours, to audit the manner of use<br>of the Services solely in accordance with the scope of audit agreed<br>to by the parties in advance of such audit, each party\u2019s consent to<br>such scope of audit not to be unreasonably withheld, and under<br>Broker\u2019s reasonable supervision. HWML will ensure that the<br>audit is conducted in a manner that will result in minimal<br>disruption to Broker\u2019s business.<br>7.5 Governing Law; Venue. The laws of the State<br>of California shall be applied to this Agreement, without reference<br>to conflicts of law principles, and the parties submit to the<br>exclusive jurisdiction of (a) the United States District Court for<br>the Central District of California (to the extent it has subject<br>matter jurisdiction); or (b) the Superior Court of California,<br>County of Los Angeles; but the Parties agree that HWML may<br>seek equitable relief in any venue it so chooses. This Agreement<br>shall not be governed by the United Nations Convention of<br>Contracts for the International Sale of Goods, as amended,<br>replaced or re-enacted from time to time, the application of which<br>is hereby expressly excluded.<br>7.6 Assignment. The parties shall not assign or<br>transfer (including by operation of law) this Agreement, including<br>any Order(s), without the prior written consent of the other and<br>any attempted assignment or transfer shall be null and void and<br>shall constitute a material breach of this Agreement. In addition<br>to and notwithstanding the foregoing, if the ownership of Broker<br>at any time shall pass out of the majority control of its then-current<br>owners by sale of stock or assets, merger or otherwise, Broker<br>shall give HWML not fewer than 30 days\u2019 prior written notice to<br>the effective date of any change of control. HWML shall have the<br>right to terminate any or all affected Order(s) by providing written<br>notice to Broker within the later of 60 days following (a) receipt<br>of such notice of change of control; or (b) the date such change of<br>control occurs. If HWML elects not to exercise the foregoing<br>termination right, any successor-in-interest to the Order(s) as a<br>result of the change of control shall assume all rights and<br>obligations of Broker and shall be responsible for adhering to the<br>terms thereof. Any attempted assignment in violation of this<br>section will be null and void. This Agreement shall be binding<br>upon, shall enure to the benefit of, and shall be enforceable by the<br>parties and their permitted successors and assigns.<br>7.7 Entire Agreement; Amendments. This<br>Agreement represents the entire agreement between the parties<br>with respect to its subject matter and supersedes all previous<br>agreements, representations, discussions, understandings or<br>writings between the parties with respect to its subject matter.<br>There are no oral or written collateral representations, agreements<br>or understandings. This Agreement may not be modified except<br>in a written document signed by the parties.<br>7.8 Conflicts. In the event of any conflict among<br>the terms of this Agreement or any Order, the terms of the Order<br>shall prevail only with respect to the Services and pricing<br>specified in such Order, as well as any provisions in the<br>Agreement that are specifically excluded or modified in such<br>Order. Except as may be specifically provided for in a particular<br>Order, any such exclusion or modifications contained in any<br>Order shall not modify this Agreement with respect to any other<br>Order.<br>7.9 Headings; Interpretation. The section and<br>subsection headings used in this Agreement are for reference and<br>convenience only, and shall not affect in any way the meaning or<br>interpretation of the Agreement. Where the word \u201cincluding\u201d or<br>\u201cincludes\u201d is used herein, it means \u201cincluding without limitation\u201d<br>or \u201cincludes without limitation\u201d, respectively.<br>7.10 Waiver; Severability. The failure of a party to<br>insist upon strict compliance with any term or condition of this<br>Agreement on any occasion shall not be construed as a waiver<br>with regard to any subsequent failure to comply with such term or<br>condition. No waiver of any term or condition of this Agreement,<br>including any Order, shall be effective unless agreed to in writing<br>by the party making the waiver. If any term or condition hereof is<br>found by a court, administrative agency or jurisdiction to be<br>unenforceable, the remaining terms and conditions hereof shall<br>remain in full force and effect and shall be enforceable to the<br>maximum extent permitted by law, and the parties shall substitute<br>a valid, legal and enforceable provision as close in legal and<br>economic consequence as possible to the provision being struck<br>or considered unenforceable. If the limitation of liability set forth<br>in this Agreement is limited by law, then HWML\u2019s liability will<br>be limited to the greatest extent permitted by law.<br>7.11 Counterparts; Electronic Transmission. This<br>Agreement may be signed in any number of counterparts with the<br>same effect as if the parties had signed the same document.<br>Delivery by electronic transmission is as effective as delivery of<br>an original of this Agreement.<br>7.12 Survival. Notwithstanding the termination or<br>expiry of this Agreement, all obligations which either expressly<br>or by their nature are to continue after the termination or expiry<br>of this Agreement shall survive and remain in effect, including,<br>without limitation, Sections 3.1.5, 3.1.6, 3.2.1, 3.2.2, 4, 6 and 7.<br>7.13 Notices. All notices and other communications<br>under this Agreement shall be in writing and shall be deemed to<br>have been duly delivered if delivered by hand or sent by nationally<br>recognized overnight carrier, or prepaid registered or certified<br>mail, return receipt requested, with acknowledgment by the<br>receiving party as of the date received, to the address listed in the<br>first paragraph above, or to such other address as either party shall<br>specify in a written notice to the other.<br>7.14 Commencement of Services. Commencement<br>of the Service(s) prior to the signing of this Agreement or any<br>applicable Order(s) by HWML does not constitute acceptance by<br>HWML of any changes made by Broker to the terms and<br>conditions of this Agreement or any Order(s) and no such changes<br>are binding on HWML until HWML has agreed to them in<br>writing.<br>[END OF SCHEDULE 2]<\/li>\n<\/ol>\n<\/div>\n","protected":false},"excerpt":{"rendered":"<p>STANDARD TERMS AND CONDITIONS<\/p>\n","protected":false},"author":2,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"page-no-title","meta":{"footnotes":""},"class_list":["post-869","page","type-page","status-publish","hentry"],"yoast_head":"<!-- This site is optimized with the Yoast SEO plugin v26.1.1 - https:\/\/yoast.com\/wordpress\/plugins\/seo\/ -->\n<title>Terms of Service<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link 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