Terms of service

Master Services Agreement

Last Updated: August 24, 2024

This Master Services Agreement (this “Agreement”) is a legally binding agreement governing access to and use of the Hoseki Products (as defined in Section 1.8). This Agreement is entered into between Hoseki Inc., a Delaware corporation (“Hoseki”) and the entity or person placing an Order (as defined in Section 1.10) or accessing or using the Hoseki Products and identified on the Order (“Client”), together referred to as the “parties” and each individually as a “party.” If you are placing an Order or accessing or using the Hoseki Products on behalf of a company, organization, or other entity, then that entity is the Client. In that case, you are binding that entity to this Agreement, and you represent and warrant that you are authorized to do so.

By clicking “I agree” (or a similar checkbox or button), placing an Order, or accessing or using the Hoseki Products, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use or access the Hoseki Products. This Agreement contains a mandatory arbitration provision (Section 14.9) that requires the use of arbitration to resolve disputes, as well as a jury trial waiver (Section 14.10), and a class action waiver (Section 14.11). Please read it carefully.

The “Effective Date” of this Agreement is the earlier of (a) the date on which Client first accesses or uses the Hoseki Products, and (b) the date on which Client’s first Order is agreed to by Hoseki.

Hoseki may modify or amend this Agreement from time to time in accordance with Section 15 (Modifications) below. Client may be required to click to accept or otherwise agree to the modified Agreement in order to continue accessing or using the Hoseki Products, and in any event continued access or use of the Hoseki Products after the modified version of this Agreement goes into effect will constitute Client’s acceptance of such modified version.

Specific services terms and/or subscription terms will be set forth in the applicable Order(s), each of which become binding on the parties and incorporated into this Agreement upon execution. Each Order is governed by and incorporates the following documents in effect as of the date of last update of such documents, collectively referred to as the “Agreement” that consists of (1) the Order and (2) this Master Services Agreement. In the event of a conflict, the terms and conditions of the Order will govern and prevail. Hoseki will bill the Client on a rolling basis, as set forth in Section 5 (Payments). Whenever the balance of Client’s Credits (as defined in Section 5) drops to a pre-set low-balance threshold, or upon the expiration of all of Client’s available Credits, Client’s Credits will be automatically replenished by a pre-set amount. Client will be responsible for any Fees (as defined in Section 5) associated with such automatic replenishment, unless this Agreement is terminated by Client prior to the automatic replenishment of Credits.

1. DEFINITIONS

1. 1.1. Affiliate: any entity that controls, is controlled by or is under common control with a party. “Control”, for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1. 1.2. API: each version of Hoseki’s application programming interface, developer tools, and any related documentation or other materials made available to Client by Hoseki and embedded and/or integrated into any Client Software.

1. 1.3. Authorized Users: those Client Permitted Service Providers (as defined in Section 2.9) or End Users who are authorized to access the Hoseki Products.

1. 1.4. Bitcoin: the native crypto based digital currency issued for the use of the Bitcoin Blockchain.

1. 1.5. Blockchain: a digitized, decentralized ledger where peer-to-peer transactions are recorded that anyone can view and verify.

1. 1.6. End User(s): means the Client’s members, end users, or customers, or any third parties who utilize or access the Hoseki Product(s) via the Hoseki Product(s) provided hereunder.

1. 1.7. Fees: the fees payable by the Client for Credits (as defined in Section 5.1).

1. 1.8. Hoseki Product(s): the Hoseki products as set out in the relevant Order, including but not limited to any Hoseki Software and API(s), as further described at https://www.hoseki.app/.

1. 1.9. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

1. 1.10. Order: a Hoseki order form, whether available on Hoseki’s website or otherwise, including the pricing schedule, pricing plan, or rate card for the Hoseki Product(s), and the specific Hoseki Product(s) being licensed to Client under an Order and this Agreement.

1. 1.11. Privacy Policy: Hoseki’s privacy policy located at hoseki.app/privacy-policy.

1. 1.12. Proof-of-Digital Assets: evidence confirming the End User’s ownership of digital assets, including but not limited to cryptocurrency (such as Bitcoin) or any other digital assets for which Client requests verification and which the Hoseki Products are capable of verifying at the time of any such request.

1. 1.13. Software: any computer programming code consisting of instructions or statements in a form readable by individuals (source code) or machines (object code), and related documentation and supporting materials therefor, in any form or medium, including electronic media.

1. 1.14. Third-Party Company (or Companies): companies whose Third-Party Company Data Hoseki fetches and makes available to the Client on the Hoseki Product(s).

1. 1.15. Third-Party Company Data: data fetched with the Third-Party Company’s permission to the Hoseki Product(s) containing information relating to the End User.

1. 1.16. Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer Software, API, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the Hoseki Product experience, including worms, trojan horses, viruses and other similar things or devices.

1. 2. LICENSE; RESTRICTIONS

1. 2.1. Software License. Subject to the Client’s compliance with the terms and conditions of this Agreement, Hoseki hereby grants to Client a non-exclusive, non-transferable, non-sublicensable right during the applicable term of an Order to: (i) use the Hoseki Software solely for the purpose of accessing the Third-Party Company Data; and (ii) use the Hoseki Software to access the Third-Party Company Data in the format made available by Hoseki from time to time solely for the internal purpose of verifying the End User’s Proof-of-Digital Assets, or any other use case permitted by Hoseki in writing, including, but not limited to, as set forth in the applicable Order or in the Hoseki dashboard.

1. 2.2. API License. Subject to the Client’s compliance with the terms and conditions of this Agreement, Hoseki may grant Client a non-exclusive, non-transferable, non-sublicensable right during the applicable term of an Order to use Hoseki’s API (“API License”). If Hoseki grants Client the API License under an Order, Client’s right to use the API License is strictly limited to: (i) internal use of the package of application programming interface materials provided by Hoseki (the “API Package”) solely as necessary to make an application owned and operated by the Client, which application is described in such Order or otherwise approved by Hoseki in writing (the “Client Application”), interoperate with the Hoseki Products; and (ii) use the API Package in such Client Application provided to End Users for the internal purpose of verifying the End User’s Proof-of-Digital Assets, or any other use case permitted by Hoseki in writing, including, but not limited to, as set forth in the applicable Order or in the Hoseki dashboard.

1. 2.3. Use of Output. Client shall use the End User information and data provided via the Hoseki Products and Third-Party Company Data (collectively, the “Output”) solely as provided in this Agreement, and in accordance with Hoseki’s applicable technical user documentation and subject to the applicable use case, Client Application (if applicable), and business unit restrictions (if any).

1. 2.4. Security. Client undertakes that it shall: (i) not allow the Hoseki Products to be accessed or used by anyone other than Authorized Users; and (ii) keep, and procure that each Authorized User keeps, secure their login credentials used to access the Hoseki Products and not share them with any other person. Client shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Hoseki Products and, in the event of any such unauthorized access or use, promptly notify Hoseki.
2. 2.5. Restrictions. Client will not, and will not enable or assist any third-party or Authorized User to:

1. (i) attempt to reverse engineer, decompile, disassemble, or otherwise attempt to reduce to human-perceivable form, discover the source code, object code, or underlying structure, ideas, or algorithms of the Hoseki Products;

1. (ii) integrate Client’s application or system with the Hoseki Products through application programming interfaces other than the documented API(s) expressly made available and permitted by Hoseki for such use;

1. (iii) use any robot, spider, or automated process to scrape, crawl, index, or extract any aspect of the Hoseki Products or Hoseki data;

1. (iv) cache Hoseki data;

1. (v) take any action that may impose an unreasonable or disproportionately large load on Hoseki infrastructure, as determined by Hoseki;

1. (vi) modify, copy, duplicate, frame, mirror, republish, download, display, transmit, translate, or create derivative works based on the Hoseki Products;

1. (vii) make the Hoseki Products or Output (or any derivative work thereof) available to, or use the Hoseki Products or Output (or any derivative work thereof) for the benefit of anyone other than Client or End Users;

1. (viii) sell, resell, license, sublicense, distribute, transfer, assign, rent, lease, or otherwise commercially exploit any Hoseki Products or Output (or any derivative work thereof) to any third-party, or include any Hoseki Products or Output in a service bureau, time-sharing, or equivalent offering;

1. (ix) publicly disseminate or disclose information from any source regarding the performance of the Hoseki Products or Output;

1. (x) attempt to create a substitute or similar service through use of, or access to, the Hoseki Products or Output;

1. (xi) use the Hoseki Products to provide services to third parties which are not consistent with Sections 2.1 through 2.4 of this Agreement; or

1. (xii) access, store, distribute or transmit any Virus, or any material that (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, color, religious belief, sexual orientation or disability; or (f) in a manner that is otherwise illegal or causes damage or injury to any person or property.

Hoseki reserves the absolute right, without liability or prejudice to its other rights, to disable the Client’s access to the Hoseki Products and remove any material that breaches the provisions of this Section 2.5, upon any breach by Client of this Section 2.5.

1. 2.6. Compliance with Terms and Policies. Client will use the Hoseki Products and Output only in accordance with (i) the rights granted hereunder, (ii) the Hoseki developer policies, if applicable (available at https://www.hoseki.app/), and (iii) any agreements between Client and End Users (for clarity, including any privacy policy or statement). Notwithstanding anything to the contrary, the Client accepts and assumes all responsibility for complying with all applicable laws and regulations in connection with all of Client’s activities involving any Hoseki Products, Output, or End User data. Client will comply with the provisions set forth in any product or territory specific exhibit, addendum, or other document attached to this Agreement, as applicable, and as amended from time to time. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any such product or territory specific exhibit, addendum, or other attachment, the terms and conditions of such exhibit, addendum, or other attachment will govern and prevail.

1. 2.7. FCRA. Client acknowledges and agrees that Hoseki is neither a “consumer reporting agency” nor a “furnisher” of information to consumer reporting agencies under the Fair Credit Reporting Act (“FCRA”) and the Output is not a “consumer report” under the FCRA and cannot be used as or in such. Client represents and warrants that it will not, and will not permit or enable any third-party to, use the Hoseki Products (including Output) as a or as part of a “consumer report” as that term is defined in the FCRA or otherwise use the Hoseki Products (including Output) such that the Hoseki Products (including Output) would be deemed “consumer reports” under the FCRA.

1. 2.8. Privacy and Authorizations. Before any End User engages with the Client Application in a manner that uses the Hoseki Products, or the Client grants End User Access (as defined in Section 2.13) to the Hoseki Products in any way, the Client warrants and will ensure that it provides all notices and obtains all necessary approvals or consents required under applicable law, including any applicable data protection law, to enable Hoseki to use or process End User data for the purposes set out in this Agreement. Client will not (i) make representations or other statements with respect to End User data that are contrary to or otherwise inconsistent with Hoseki’s Privacy Policy, or (ii) interfere with any independent efforts by Hoseki to provide End User notice or obtain End User consent.

1. 2.9. Permitted Service Providers. Client may permit its employees, agents, contractors and service providers to access the Hoseki Products and Output on Client’s behalf (such parties, the “Permitted Service Providers”). Client will be responsible for all Permitted Service Providers’ compliance with the terms and conditions of the Agreement (including, without limitation, such terms and conditions as they relate to the use of the Hoseki Products and Output), and Client represents and warrants that it will: (i) not make the Hoseki Products or Output available to any third parties aside from Permitted Service Providers; (ii) ensure that Permitted Service Providers are only using the Hoseki Products and Output for the sole benefit of, and solely on behalf of, Client; (iii) ensure that Permitted Service Providers are not using the Hoseki Products or Output for their own benefit or purposes, including to improve their own products (except to the extent necessary for the Permitted Service Providers to provide its services to, on behalf of, and for the sole benefit of Client); and (iv) contractually require Permitted Service Providers to only use the Hoseki Products and Output for the sole benefit of, and solely on behalf of, Client and contractually prohibit Permitted Service Providers from using the Hoseki Products or Output for their own purposes or benefit. Client is responsible under Section 5 (Payments) of the Agreement for any fees or charges incurred by its Permitted Service Providers in their use of the Hoseki Products. If Client enables any third parties as Permitted Service Providers, Client (and not Hoseki) remains solely responsible for its relationships with such third parties and for any related billing matters, technical support, or disputes.

1. 2.10. Development Accounts. In addition to allowing production access to the Hoseki Products as described in Sections 2.1 and 2.2 (“Production Access”), Hoseki may offer free sandbox or development accounts for the Hoseki Products (“Development Accounts”). Client may use Development Accounts solely for internal evaluation of the Hoseki Products to determine whether to place a paid Order, and not for Production Access or any other purpose. In using Development Accounts, Client must comply with Hoseki’s relevant documentation, policies, and instructions, including as relates to the data types and use cases eligible for Development Accounts. Hoseki may make available different types of Development Accounts, and each Development Account may have limited functionality and other usage limits. Hoseki may modify or disable Development Accounts (and delete related data submitted by Client or provided or fetched by Hoseki) without notice or liability to Client, in its sole discretion. Hoseki has no support obligations for Development Accounts. Subject to this Section 2.10, Development Accounts remain subject to the terms and conditions of this Agreement, including without limitation Sections 2.4 (Security) through 2.9 (Permitted Service Providers), 2.11 (Compliance Reviews), 10 (Warranty; Disclaimer), and 11 (Limitation of Liability).

1. 2.11. Compliance Reviews. To access or use the Hoseki Products, whether Development Accounts or Production Access, Client must successfully pass Hoseki's compliance reviews, which may include automated verifications, online questionnaires, and requests for information (“Compliance Reviews”). As part of the Compliance Reviews, Client must provide prompt responses to Hoseki's requests for information about Client, the Client Application (if applicable), Client's business and associated entities, and Client's intended use of the Hoseki Products. Client represents and warrants that all information it provides to Hoseki as part of Compliance Reviews will be accurate and complete, and Client will immediately notify Hoseki if any previously provided information is out-of-date or becomes inaccurate. Client may be required to complete more than one Compliance Review, for instance, to enable Development Accounts or upgrade to Production Access, or as requested by Hoseki based on changes in Client's use of the Hoseki Products or increased risk factors, in Hoseki’s sole discretion. Client's passage or failure of any Compliance Review is in Hoseki's sole discretion. If Client fails any Compliance Review or fails to provide prompt and complete responses within three (3) business days after Hoseki's requests for information (even if Client has passed a previous Compliance Review or received provisional access to the Hoseki Products), Hoseki may suspend, revoke, or terminate Client's access to the Hoseki Products, without notice or liability to Client as set forth in Section 6.2.

1. 2.12. Non-GA Services. From time-to-time Hoseki may invite Client to try Hoseki features/functions, products, or services that are not generally available to Hoseki’s clients (“Non-GA Services”). Client may accept or decline any such invite in its sole discretion. Any Non-GA Services will be designated as alpha, beta, trial, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes, may contain bugs or errors, and may be subject to additional terms. Non-GA Services are not considered “Hoseki Products” hereunder and are provided solely and exclusively “AS IS” with no express or implied warranty of any kind. CLIENT ASSUMES AND UNCONDITIONALLY RELEASES HOSEKI FROM ALL RISKS ASSOCIATED WITH THE USE OF ANY NON-GA SERVICES. Hoseki may discontinue the Non-GA Services at any time in its sole discretion. Hoseki does not promise or represent that Non-GA Services will be made generally available.

1. 2.13. End User Access to the Hoseki Products. Client may direct its End Users to the Hoseki Products via the Client Application, e-mail links, or similar means or methods (“End User Access”). Notwithstanding the means or method of access, Client warrants and represents that Client will effectuate such End User Access in accordance with the terms of this Agreement, and applicable law, including the Telephone Consumer Protection Act of 1991 and all similar federal, state, and local laws, rules, and regulations.

1. 2.14. End User Hoseki Accounts. Hoseki will require all End Users to create an account to use the Hoseki Products. Client acknowledges and agrees that all right, title, and interest in and to any End User data (including names, email addresses, phone numbers, addresses, exchange account application programming interface keys, and blockchain wallet identifiers) collected by Hoseki on the Hoseki Products shall be owned by Hoseki, to the extent allowable under applicable law. Hoseki accepts and assumes all responsibility for complying with all applicable laws and regulations in connection with such End User data.

1. 3. CLIENT OBLIGATIONS; CLIENT DEFAULT

1. 3.1. Client Obligations. Client shall:

1. (i) co-operate with Hoseki in all matters relating to the Hoseki Products, which shall include providing Hoseki with such information and materials as Hoseki may reasonably require and ensure that such information is accurate in all material respects;

1. (ii) not use the Hoseki Products in a manner that in Hoseki’s reasonable opinion exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement;

1. (iii) be solely responsible for procuring and maintaining its network connections and telecommunications links and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet;

1. (iv) if applicable, procure that the Third-Party Company, (a) authorizes the Third-Party Company Data to be fetched by Hoseki for use on the Hoseki Product(s) and used by Client and Hoseki as envisaged under this Agreement, and (b) acknowledges and undertakes that any Third-Party Company Data fetched by Hoseki for use on the Hoseki Products shall be true and accurate, to the best of its knowledge and is not defamatory, discriminatory, offensive, obscene, indecent or otherwise unlawful or objectionable; and

1. (v) obtain all licenses, permissions and consents which may be required by law or contract to enable Hoseki to use the Third-Party Company Data as envisaged by this Agreement.

1. 3.2. Client Account. Hoseki may require that Client create an account to access https://www.hoseki.app/, including to make purchases. If Hoseki does so, Client agrees to provide accurate information about itself when it creates an account and ensure that it updates Hoseki if that information changes. Client must ensure that its login details remain confidential. Client is responsible for any activity, including any purchases made, under Client’s account.

1. 3.3. Client Default. If Hoseki’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (a “Client Default”):

1. (i) Hoseki shall, without limiting its other rights or remedies, have the right to suspend access to the Hoseki Products until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays Hoseki’s performance of any of its obligations;

1. (ii) Hoseki shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Hoseki’s failure or delay in performing any of its obligations as set out in this Agreement; and

1. (iii) the Client shall reimburse Hoseki on written demand for any costs or losses sustained or incurred by Hoseki arising directly or indirectly from the Client Default.

1. 4. OWNERSHIP

1. 4.1. Ownership of Hoseki Products. Except for the rights expressly granted under Section 2, Hoseki reserves and retains all right, title, and interest in and to the Hoseki Products which includes but is not limited to Hoseki’s Software, API, API Package and any related Output, software, products, and works. Hoseki further retains all right, title, and interest in and to all other worldwide Intellectual Property Rights created, used, or provided by Hoseki for the purposes of this Agreement, and all Intellectual Property Rights in or arising out of or in connection with the Hoseki Products, including any Intellectual Property Rights in and to the format and structure of the Third-Party Company Data or any Third-Party Company Data treated by Hoseki for Hoseki’s use as described in this Agreement. All Software and algorithms used in connection with the Hoseki Products are the property of Hoseki or their software partners under applicable copyright laws. Hoseki and the other logos shown on the Hoseki Products are trademarks, service marks and/or trade names of Hoseki or its partners under applicable trademark laws. To the extent the Client provides Hoseki with any feedback relating to the Hoseki Products (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Hoseki will own all right, title and interest in and to such Feedback (and the Client hereby makes all assignments necessary to achieve such ownership).

1. 4.2. Use of Third-Party Company Data; End User Data. Hoseki may use Third-Party Company Data: (i) to provide the Hoseki Products under this Agreement; (ii) to monitor, detect, prevent, reduce, or otherwise address fraud, risk, security, or technical issues; (iii) to enhance or improve the Hoseki Products; (iv) as required by applicable law; or (vi) as otherwise permitted under this Agreement. To the maximum extent allowable under applicable law, Hoseki shall own and retain all right, title, and interest in and to any End User data received by it on the Hoseki Products, and Client shall provide all notices and obtain all consents under Section 2.8 necessary to effectuate such ownership.

1. 4.3. Third Party Licenses. Hoseki is not responsible for ensuring or verifying that any licenses necessary to use the third-party Software programs used by each Third-Party Company are obtained, where such licenses are necessary to use the Hoseki Products and to access and use Third-Party Company Data. Hoseki is not responsible for any fees charged by third parties in respect of such licenses. Hoseki is not responsible for any End User’s compliance with any Third-Party Company’s policies, including any terms of service, privacy policies, or otherwise.

1. 4.4. Injunctive Relief and Indemnity. The Client acknowledges that civil and criminal penalties may be incurred in the event of any infringement of the copyright and/or other Intellectual Property Rights in relation to the Hoseki Products and the format and structure of the Third-Party Company Data and that any such infringement by the Client may result in incalculable damage and/or loss to Hoseki. Accordingly, the Client agrees that, in addition to any other right or remedy of Hoseki, Hoseki shall be entitled to seek immediate injunctive relief to restrain any actual or apprehended infringement thereof. The Client undertakes to indemnify Hoseki in full against all direct and reasonably foreseeable loss and damage (together with any reasonable costs and expenses thereto, including attorney’s fees and costs) incurred by Hoseki by reason of any such infringement by the Client.

1. 5. PAYMENTS

1. 5.1. Subscription Terms. The Hoseki Products made available to Client under this Agreement will be offered to Client on a subscription basis (a “Subscription”). Client will have the ability to purchase a fixed number of credits to use the Hoseki Products (the “Credits”). Terms specific to a Subscription, including the number of Credits and applicable Fees, will be disclosed to Client at or prior to the time at which Client establishes the Subscription and will be set forth on the applicable Order. By establishing the Subscription, and paying for the Credits as set forth on the applicable Order, Client agrees to those terms set forth on the applicable Order and the terms of this Agreement.

1. 5.2. Billing. Upon Client’s establishment of a Subscription and payment for the Credits, including any subsequent or recurring payment (a “Payment”), Client will have a fixed number of Credits to use the Hoseki Products, as set forth in each Order. HOSEKI WILL BILL THE CLIENT ON A ROLLING BASIS. WHENEVER THE BALANCE OF CLIENT’S CREDITS DROPS TO A PRE-SET LOW-BALANCE THRESHOLD, OR UPON THE EXPIRATION OF ALL OF CLIENT’S AVAILABLE CREDITS, CLIENT’S CREDITS WILL BE AUTOMATICALLY REPLENISHED BY A PRE-SET AMOUNT. CLIENT WILL BE RESPONSIBLE FOR ANY FEES ASSOCIATED WITH SUCH AUTOMATIC REPLENISHMENT, UNLESS THIS AGREEMENT IS TERMINATED BY CLIENT PRIOR TO THE AUTOMATIC REPLENISHMENT OF CREDITS. The minimum replenishment threshold and replenishment amount may be automatically adjusted by Hoseki, in Hoseki’s sole and absolute discretion. A Credit is deemed “used” when any one End User takes any action on the Hoseki Products that triggers Hoseki’s API, including but not limited to the initiation of a Proof-of-Digital Assets verification on the Hoseki Products (each a “Triggering Event”), whether or not the resulting Output is transmitted or communicated to the Client. The specific Triggering Event(s) will be set forth on the applicable Order. Credits will “expire” within eighteen (18) months of Client’s purchase of those Credits.

1. 5.3. Authorization for Automatic Billing. Client hereby authorizes Hoseki to automatically charge Client the applicable Fees as set forth in the applicable Order for the replenishment of Credits under this Section 5, via the payment method provided by Client to Hoseki. Client represents and warrants that it will maintain, at all times during the term hereof, a credit or debit card in good standing or bank account linked to Client’s account. A credit or debit card is considered in good standing if it belongs to an active, non-expired account having sufficient credit or funds available. Hoseki reserves the right to immediately terminate this Agreement upon Client’s blocking of the payment method, or if for any reason at all Hoseki is prevented from charging Client the Fees for the replenishment of Credits. Client acknowledges and understands that it is responsible for ensuring that the amounts of the Fees to be paid to Hoseki remain in the account or otherwise remain available via the payment method provided by Client to Hoseki. Client shall be responsible for any and all costs or expenses incurred by Hoseki arising out of or relating to the blocking of the payment method or if Hoseki is otherwise prevented from charging Client the Fees for any reason at all, including but not limited to bank or processing fees, over-the-limit fees, overdraft fees, or returned payment fees. Hoseki is not responsible for any overdrafts or rejected transactions that may result from Hoseki receiving the Fees under the terms of this Agreement. Client shall be responsible for any and all bank or processing fees associated with any replenishment of Credits. If Hoseki is charged any bank, processing, or any other fees associated with any replenishment of Credits, Client shall indemnify Hoseki for those fees, and acknowledges and agrees that Hoseki will charge Client for those fees. Client further acknowledges and understands that Hoseki may automatically update the credit or debit card or bank account information listed in Client’s account, such as new account numbers and expiration dates, if received from Client’s financial institution.

1. 5.4. Taxes. Client will be responsible for any sales, use, excise, import or export, value added, or similar tax or duty not based on Hoseki’s income, including any penalties and interest, which may be assessed on the Fees by federal, state, or other taxing authorities.

1. 5.5. Costs of Collection. Client will be responsible for all of Hoseki’s costs of collection in the event of the Client’s delinquent Payment (including reasonable attorneys’ fees and costs). All Payments made are non-refundable (unless required under applicable law), non-cancellable, and not subject to set-off.

1. 6. TERM; TERMINATION

1. 6.1. Term. This Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with this Section 6. On the effective date of termination of this Agreement, all Orders under the Agreement will also terminate unless otherwise agreed by Hoseki and the Client.

1. 6.2. Termination for Cause. Either party may terminate this Agreement and any applicable Orders in the event the other party materially breaches the terms of this Agreement or any Order and fails to cure such breach within ten (10) days from receipt of written notice thereof. In addition, Hoseki may immediately suspend Client’s access to the Hoseki Products without notice or liability to Client in the event it determines or believes that (i) there is unauthorized access to the Hoseki Products via Client’s account, (ii) continued provision of the Hoseki Products may do material harm to Hoseki or its networks or systems or reputation or subject Hoseki to liability, or (iii) Client breached Sections 2, 3, 4, 5.3, or 7 of this Agreement.

1. 6.3. Termination For Convenience.

1. (i) By Hoseki. Hoseki may terminate this Agreement for any reason and without cause at any time.

1. (ii) By Client. If there are no active Orders, Client may terminate this Agreement for any reason and without cause upon at least thirty (30) days’ prior written notice to Hoseki; provided that such right to terminate will not apply prior to the commencement of the initial Order.

1. 6.4. Effect of Termination. Upon termination of an Order or this Agreement, all rights granted to Client with respect to such Order will terminate and Client will make no further use of the terminated Hoseki Product(s), the applicable API Package, or any Hoseki Confidential Information (copies of which will be immediately returned to Hoseki or destroyed). Except for Section 2.1 and 2.2 with respect to any terminated Order, all provisions of this Agreement which by their terms or import are intended to survive the termination or other expiration of an Order or this Agreement, will survive the termination or other expiration of this Agreement.

1. 7. CONFIDENTIALITY

1. 7.1. Confidential Information. During the term of this Agreement, each party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) confidential and/or proprietary materials and information of the Disclosing Party (“Confidential Information”). All materials and information disclosed by Disclosing Party to Receiving Party, whether orally or in writing, under this Agreement and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, will be considered Confidential Information. For the avoidance of doubt, the Hoseki Products, all Feedback, the API Package, all pricing information and terms of this Agreement are Confidential Information of Hoseki.

1. 7.2. Restricted Use and Non-Disclosure. Receiving Party will maintain the strict confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of the Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under this Agreement. Notwithstanding the foregoing, Hoseki may disclose Confidential Information to any prospective acquirer of Hoseki; provided that, any such prospective acquirer is bound in writing by obligations of confidentiality at least as protective as those contained in this Agreement.

1. 7.3. Permitted Disclosures. The obligations in this Section 7 will not apply to any information that: (i) is made generally available to the public without breach of this Agreement; (ii) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information; (iii) is disclosed to Receiving Party by a third-party without restriction; or (iv) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure.

1. 7.4. Return of Confidential Information. At any time, upon Disclosing Party’s request, Receiving Party will return to Disclosing Party or destroy all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof.

1. 8. SECURITY AND DATA

1. 8.1. Use of Third-Party Company Data. Hoseki will fetch Third-Party Company Data to make it available on the Hoseki Products and such Third-Party Company Data shall be accessible to the Client. Hoseki will use reasonable efforts to refrain from accessing or using any Personal Data other than as necessary to perform its obligations in accordance with this Agreement.

1. 8.2. Client Products. Client acknowledges and agrees that it is solely responsible for the products and services it provides to Third-Party Companies and its protection of the Third-Party Company Data thereto, and any losses or liabilities arising out of the foregoing.

1. 8.3. Data Consents. The Client warrants that, where required by law or contract with any third-party, the Client has separately obtained all necessary Third-Party Company consents in writing relating to the Third-Party Company Data being stored and/or processed by Hoseki under this Agreement. Client will provide written copies of Third-Party Company consents to Hoseki upon Hoseki’s reasonable request.

1. 9. INDEMNITY

The Client will defend, indemnify and hold Hoseki harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees and costs), arising from or related to: (i) Client’s breach of any laws or regulations (including with respect to privacy); (ii) Client’s or any Permitted Service Provider’s use of the Hoseki Products and Output; or (iii) Client’s violation of any agreements it has with any End User.

1. 10. WARRANTY; DISCLAIMER

1. 10.1. THE HOSEKI PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER HOSEKI NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, OR CORRECTNESS, OR ANY WARRANTY THAT THE HOSEKI PRODUCTS ARE FREE FROM DEFECTS. HOSEKI DOES NOT MAKE ANY WARRANTY AS TO THE OUTPUT THAT MAY BE OBTAINED FROM USE OF THE HOSEKI PRODUCTS. CLIENT, IF AN INDIVIDUAL, MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

1. 10.2. Hoseki does not vet, endorse or recommend any Third-Party Companies, or Client’s products or make any warranties or representations in respect of any Third-Party Company.

1. 11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER HOSEKI NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY: (i) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (ii) LOSS, ERROR, OR INTERRUPTION OF USE OR DATA (IN EACH CASE, WHETHER DIRECT OR INDIRECT); OR (iii) COST OF COVER OR LOSS OF BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF HOSEKI OR ITS AFFILIATES, SUPPLIERS, LICENSORS, OR DISTRIBUTORS, AS APPLICABLE, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE. TO THE FULLEST EXTENT PERMITTED BY LAW, HOSEKI’S AGGREGATE LIABILITY IN CONNECTION WITH EACH ORDER (INCLUDING ALL LIABILITY UNDER THIS AGREEMENT THAT ARISES AS A RESULT OF SUCH ORDER) WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO HOSEKI DURING THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY (PROVIDED THAT, IF NO FEES ARE PAID OR PAYABLE, SUCH AMOUNTS WILL BE LIMITED TO ONE HUNDRED DOLLARS (US$100.00)). THE PARTIES AGREE THAT THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 11 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

1. 12. SECONDARY INVESTORS

1. 12.1. Subject to this Section 12, Client may request that Hoseki disclose Output to Client’s Secondary Investors. “Secondary Investor” means a third-party investor or purchaser of a financial product originated by Client and provided to an End User (e.g., a loan).

1. (i) Client represents and warrants to Hoseki that, before disclosure of Output to any Secondary Investor, Client will provide all required notices to and obtain all required consents (including notices and consents required under applicable law) from the applicable End User with respect to Hoseki’s disclosure of Output to such Secondary Investor.

1. (ii) Notwithstanding anything else in this Agreement to the contrary: (a) Client is solely responsible for its own relationships with Secondary Investors, including any related billing matters, technical support, or disputes; (b) Client will enter into legally binding written agreements with each Secondary Investor that are consistent with this Section 12 and all applicable terms and conditions of this Agreement, including, without limitation, Sections 2.1, 2.2, and 2.5; and (c) Client will remain responsible for compliance by Secondary Investors with all of the terms and conditions of this Agreement (including, without limitation, terms relating to use of Output).

1. 12.2. Client’s indemnification obligations in Section 9 are deemed to include: (i) any breach by Client of this Section 12; (ii) any acts or omissions of Secondary Investors; and (iii) any dispute arising among Client, Secondary Investors, and/or End Users relating to the disclosure or use of Output as contemplated in this Section 12.

1. 13. SANCTIONS AND EXPORT POLICY; KNOW YOUR CUSTOMER (KYC)

1. 13.1. Sanctions and Export Policy. Client may not use https://www.hoseki.app/, the Hoseki Products, or any product or service offered by Hoseki in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). Hoseki does not claim, and does not guarantee, that https://www.hoseki.app/, any Hoseki Product, or any product or service offered by Hoseki is or will be appropriate or available for any location or jurisdiction, comply with the laws of any location or jurisdiction, or comply with laws governing export, import, or foreign use. Client assumes full responsibility for complying with all such laws governing expert, import, or foreign use, in any location or jurisdiction in the world.

1. 13.2. Know Your Customer (KYC). If applicable, Client assumes full responsibility for complying with all applicable anti-money laundering and Know Your Customer (KYC) requirements under applicable law, including but not limited to the USA PATRIOT Act of 2001, the Bank Secrecy Act of 1970, and all implementing rules and regulations.

1. 13.3. Compliance. Hoseki reserves the right to review Client’s compliance under this Section 13, as applicable, and further reserves the right, without liability or prejudice to its other rights under this Agreement or applicable law, to disable the Client’s access to the Hoseki Products and remove any material that breaches the provisions of this Section 13.

1. 14. MISCELLANEOUS

1. 14.1. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

1. 14.2. Assignment. This Agreement is not assignable or transferable by Client except with Hoseki’s prior written consent; provided, however, that Client may, upon prior written notice to Hoseki, transfer and assign its rights and obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. If such a transfer or assignment is made in favor of a direct competitor of Hoseki, then Hoseki may terminate this Agreement upon written notice to Client. Hoseki may freely assign this Agreement.

1. 14.3. Entire Agreement; Waivers. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. All waivers must be in a writing signed by both parties, except as otherwise provided herein.

1. 14.4. Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement. No one other than a party to this Agreement shall have any right to enforce any of its terms.

1. 14.5. Notice. Hoseki’s notice address is Hoseki Inc., 1430 S. Dixie Highway, Suite 105, #1034, Coral Gables, FL 33146, Attn: Legal; with a copy (which does not constitute notice) to info@hoseki.app. Any notices in connection with this Agreement will be in writing and sent by first class mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified above (or such other address as may be properly specified by written notice hereunder). Hoseki may give email notice to Client if sent to the Client’s dashboard account email address.

1. 14.6. Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages, governmental actions and requirements, and the acts and omissions of Hoseki’s data suppliers and vendors.

1. 14.7. Marketing. During the term of this Agreement, (i) Client agrees to participate in case studies and other similar marketing efforts reasonably requested by Hoseki; (ii) Hoseki may disclose that Client is a Hoseki customer to third parties; and (iii) Hoseki may include on and in Hoseki’s website, case studies, marketing materials, and conference presentations and other speaking opportunities, Client’s testimonials and other feedback regarding the Hoseki Products, and Client’s name, website URL, use case, and logo and other marks. Upon request from Client, Hoseki will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials.

1. 14.8. Governing Law; Venue. This Agreement will be governed by the laws of the State of Florida, without regard to the conflict of law provisions thereof. The application of 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. With respect to all disputes arising in relation to this Agreement, but not subject to the arbitration provision in Section 14.9, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in Miami, Florida.

1. 14.9. Disputes. Except for claims for injunctive or equitable relief or claims regarding Intellectual Property Rights (which may be brought in any competent court in Miami, Florida), any dispute arising under this Agreement will be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by a single arbitrator appointed in accordance with such Rules. The arbitration will take place in Miami, Florida, USA, in the English language and the arbitral decision may be enforced in any court of competent jurisdiction. With respect to any court challenge to JAMS jurisdiction to arbitrate any claim or dispute arising or relating to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in Miami, Florida.

1. 14.10. Jury Trial Waiver. WITH RESPECT TO ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY COURT IN ANY ACTION FOR THE ADJUDICATION OF ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

1. 14.11. Class Action Waiver. CLIENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO INITIATE REPRESENTATIVE ACTIONS, COLLECTIVE ACTIONS, AND/OR CLASS ACTIONS OR PARTICIPATE IN REPRESENTATIVE ACTIONS, COLLECTIVE ACTIONS, OR CLASS ACTIONS INITIATED BY OTHERS, ARISING HEREUNDER OR RELATING IN ANY WAY TO THIS AGREEMENT. UNDER SECTION 14.9, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION.

1. 15. MODIFICATIONS

From time to time, Hoseki may modify this Agreement. Hoseki will use commercially reasonable efforts to notify Client of the modifications and the effective date of such modifications through communications via Client’s account, email, or other means.

Development Accounts: Client must accept the modifications to continue accessing or using Development Accounts. If Client objects to the modifications, its exclusive remedy is to cease any and all access and use of Development Accounts.

Production Access: If the effective date of the modifications is during the term of a paid Order for Production Access and Client objects to the modifications, then (as its exclusive remedy) Client may terminate its affected Order upon notice to Hoseki. To exercise this right, Client must provide Hoseki with notice of its objection and termination within five (5) days after Hoseki provides notice of the modifications, or prior to the auto-replenishment of Client’s Credits, whichever is sooner.

Client may be required to click to accept or otherwise agree to the modified Agreement in order to continue accessing or using the Hoseki Products, and in any event continued access or use of the Hoseki Products after the modified version of this Agreement goes into effect will constitute Client’s acceptance of such modified version.