Terms of Service

Access to the Command Center and MaRiON is limited to individuals Customer has authorized to act on its behalf ("Authorized Users"). Customer is responsible for its Authorized Users' compliance with this Agreement and for maintaining the confidentiality of any credentials used to access the Service. Customer must promptly notify us of any known or suspected unauthorized access.

Customer and its Authorized Users will not, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or algorithms of the Service, except to the extent such restriction is prohibited by applicable law.
• Probe, scan, or test the vulnerability of the Service, or breach or attempt to breach any security or authentication measure, without our prior written authorization.
• Use the Service to store or transmit unlawful, infringing, or malicious content, or in a manner that violates the rights of any third party.
• Use the Service to build a competing product, or resell, sublicense, or provide the Service to any third party outside Customer's own organization without our prior written consent.
• Interfere with or disrupt the integrity or performance of the Service or any data contained within it.
• Access the Service through any means other than the interfaces and APIs we provide or expressly authorize.

As between the parties, Customer retains all right, title, and interest in and to the data it or its Authorized Users submit to the Service ("Customer Data"), including loan and client information processed through MaRiON. Customer grants us a limited license to host, process, and transmit Customer Data solely as necessary to provide the Service and as described in our Privacy Policy. Customer represents that it has all rights and consents necessary to submit Customer Data to the Service.

Tier 1 Systems and its licensors own all right, title, and interest in and to the Service, including MaRiON, the Command Center, and all underlying software, designs, and documentation. Subject to Customer's compliance with this Agreement, we grant Customer a limited, non-exclusive, non-transferable right to access and use the Service during the term of this Agreement solely for Customer's internal business purposes. No other rights are granted by implication or otherwise.

We use commercially reasonable efforts to make the Service available with a target uptime of 99.9% measured monthly, excluding scheduled maintenance (of which we will provide advance notice where practicable) and events outside our reasonable control. The Service is provided on an "as available" basis, and this Section does not constitute a guaranteed service level unless a specific service level agreement with associated remedies is separately executed by the parties in an order form.

Fees for the Service, billing frequency, and payment terms are as set forth in the applicable order form executed by the parties. [Order form / pricing terms to be incorporated by reference — this section requires Customer-specific commercial terms that are not appropriate to standardize in this public document.]

Each party may receive confidential information of the other party in connection with this Agreement. Each party agrees to protect the other's confidential information using at least the same degree of care it uses to protect its own confidential information of similar nature, and not less than reasonable care, and to use such information solely to perform its obligations or exercise its rights under this Agreement.

Each party (the "Indemnifying Party") will defend the other party from and against any third-party claim arising from the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement, and will indemnify the other party for reasonable damages and costs finally awarded against it as a result, provided that the indemnified party promptly notifies the Indemnifying Party of the claim, reasonably cooperates in its defense, and gives the Indemnifying Party sole control of the defense and settlement of the claim.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED [liability cap — e.g. fees paid in the 12 months preceding the claim; to be set by Tier 1 Systems leadership and legal counsel before execution].

This Agreement remains in effect for as long as Customer has an active order form referencing it, or, absent an order form, until terminated by either party with 30 days' written notice. Either party may terminate immediately for the other party's material, uncured breach. Upon termination, Customer's access to the Service will be disabled, and we will make Customer Data available for export for 30 days before deletion, unless a longer period is required by law or the parties' data processing agreement.

This Agreement is governed by the laws of [governing state/jurisdiction — to be finalized by Tier 1 Systems legal counsel], without regard to its conflict of law principles, and the parties consent to the exclusive jurisdiction of the courts located there.

• Neither party may assign this Agreement without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.
• This Agreement, together with any order form, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements on the subject.

Questions about this Agreement can be sent to legal@tier1systems.ai.