HL Hunt

1.1 Purpose of Agreement

This Agreement establishes the complete terms, conditions, rights, obligations, and responsibilities governing the relationship between HL Hunt and Customer with respect to the Services. This Agreement allocates responsibility for End User consent, regulatory compliance, verification decisions, data retention, and security between the parties, and sets forth the limitations under which HL Hunt provides identity verification technology to Customer.

1.2 Acceptance and Authority

• By accessing or using the Services, Customer represents and warrants that it is a duly organized and validly existing legal entity with the legal capacity and authority to enter into this binding Agreement.
• The individual accepting this Agreement on behalf of Customer represents and warrants that he or she has been duly authorized to bind Customer and that Customer has approved the terms of this Agreement.
• Customer represents and warrants that all information provided to HL Hunt during registration and throughout the term of this Agreement is accurate, complete, and current.
• Customer's continued use of the Services constitutes ongoing acceptance of this Agreement as amended from time to time in accordance with Section 22.
• Failure to read or understand this Agreement does not excuse non-compliance with its terms.
• Electronic acceptance of this Agreement, including acceptance by clicking an acceptance button, executing an Order Form electronically, or generating API credentials, shall have the same legal effect as a handwritten signature.

1.3 Order Forms and Order of Precedence

Customer may purchase the Services pursuant to one or more Order Forms executed by the parties. Each Order Form is incorporated into and governed by this Agreement. In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence shall apply, in descending order of priority:

• The applicable Order Form, solely with respect to the specific commercial terms expressly set forth therein, and only where the Order Form expressly states that it overrides a specific section of this Agreement.
• The DPA, solely with respect to the processing of personal data.
• This Agreement.
• The Documentation.

1.4 Entire Agreement

This Agreement, together with the DPA, any executed Order Forms, and the Documentation, constitutes the entire agreement between Customer and HL Hunt regarding the Services and supersedes all prior or contemporaneous proposals, negotiations, representations, agreements, and understandings, whether written or oral. No terms contained in any Customer purchase order, vendor registration portal, procurement document, or similar instrument shall have any force or effect, even if signed or acknowledged by HL Hunt. No oral or written statements, representations, promises, or inducements made by any HL Hunt representative that are not contained in this Agreement shall be binding upon HL Hunt.

2.1 Platform Definitions

• "HL Hunt" or "Company" refers to HL Hunt Inc., a corporation with its principal place of business at 3499 Blazer Parkway, Lexington, Kentucky 40509, and its successors, assigns, Affiliates, officers, directors, employees, agents, and representatives.
• "Veriface" or "Services" refers to HL Hunt's identity verification platform and all associated components, including the API, SDK, Hosted Flow, Dashboard, Sandbox, Documentation, verification models, fraud detection capabilities, and any updates, enhancements, or new features made available by HL Hunt.
• "API" refers to the application programming interfaces, endpoints, and associated protocols made available by HL Hunt through which Customer's systems submit data to and receive Verification Output from the Services.
• "SDK" refers to any software development kit, library, code sample, or client-side component provided by HL Hunt for integration of the Services into Customer's web, mobile, or other applications.
• "Hosted Flow" refers to any HL Hunt-hosted user interface through which End Users capture and submit Identity Documents and Selfie Data.
• "Dashboard" refers to the web-based administrative console through which Authorized Users configure the Services, review Verification Records, and manage Customer's account.
• "Documentation" refers to the technical specifications, integration guides, supported document lists, security requirements, and usage policies published by HL Hunt for the Services, as updated from time to time.
• "Order Form" refers to any ordering document, quote, or online purchase flow executed or accepted by Customer that specifies the Services purchased, applicable fees, committed volumes, and term.
• "Verification Session" refers to a single instance in which an End User's Identity Document, Selfie Data, or other End User Data is submitted to the Services for verification, identified by a unique session identifier.
• "Verification Output" or "Output" refers to all results, scores, confidence levels, match determinations, extracted data fields, risk indicators, status codes, and other information generated by the Services in connection with a Verification Session.
• "Sandbox" refers to the non-production testing environment made available by HL Hunt for integration and development purposes.
• "Authorized User" refers to an employee, contractor, or agent of Customer whom Customer has authorized to access the Dashboard or API on Customer's behalf.

2.2 Data Definitions

• "End User" refers to any natural person whose identity is submitted to the Services for verification by or on behalf of Customer, including Customer's customers, applicants, members, users, and account holders.
• "End User Data" refers to all information relating to an End User that is submitted to, collected by, or generated by the Services, including Identity Documents, Document Images, Selfie Data, Biometric Data, extracted personal information, device and network information, and Verification Output.
• "Identity Document" refers to any government-issued or other identification credential submitted to the Services, including driver's licenses, state identification cards, passports, passport cards, residence permits, national identity cards, and military identification.
• "Document Images" refers to photographs, scans, or video frames of the front, back, or any page of an Identity Document captured or submitted through the Services.
• "Selfie Data" refers to photographs, video frames, or video recordings of an End User's face captured or submitted through the Services, including liveness detection frames and sequences.
• "Biometric Data" refers to any biometric identifier or biometric information as defined under applicable Biometric Privacy Laws, including scans of face geometry, facial feature vectors, templates, embeddings, and mathematical representations derived from Document Images or Selfie Data.
• "Verification Records" refers to the complete record of a Verification Session, including Document Images, Selfie Data, Biometric Data, extracted data, Verification Output, timestamps, session metadata, and associated audit logs.
• "Customer Data" refers to all data submitted to the Services by or on behalf of Customer, including End User Data, Customer account information, and configuration settings.
• "Fraud Signals" refers to non-biometric indicators of fraudulent or anomalous activity derived from the operation of the Services, including device fingerprints, IP address reputation, velocity patterns, document template anomalies, tampering indicators, and hashed non-reversible identifiers, excluding Document Images, Selfie Data, and Biometric Data.
• "Aggregated Data" refers to statistical, performance, and usage data derived from the operation of the Services that has been aggregated and de-identified such that it does not identify Customer, any End User, or any natural person.
• "Default Retention Period" refers to the period of seven (7) years from the date of the applicable Verification Session during which HL Hunt retains Verification Records, as further described in Section 11.

2.3 Legal and Regulatory Definitions

• "Applicable Law" refers to all federal, state, local, and foreign laws, statutes, regulations, rules, orders, and binding guidance applicable to a party or to the Services.
• "Applicable Data Protection Laws" refers to all Applicable Law relating to privacy, data protection, data security, or the processing of personal information, including the California Consumer Privacy Act as amended by the California Privacy Rights Act, the comprehensive consumer privacy laws of other U.S. states, the Gramm-Leach-Bliley Act, the Biometric Privacy Laws, the General Data Protection Regulation (EU) 2016/679, and the UK General Data Protection Regulation, to the extent applicable.
• "Biometric Privacy Laws" refers to all Applicable Law governing the collection, use, storage, or destruction of biometric identifiers or biometric information, including the Illinois Biometric Information Privacy Act, 740 ILCS 14/1 et seq.; the Texas Capture or Use of Biometric Identifier Act, Tex. Bus. & Com. Code § 503.001; Washington Revised Code Chapter 19.375; the Washington My Health My Data Act; and the biometric provisions of any comprehensive state privacy law.
• "FCRA" refers to the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., as amended, and its implementing regulations.
• "GLBA" refers to the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., as amended, and its implementing regulations, including the Safeguards Rule.
• "DPA" refers to the Veriface Data Processing Agreement published by HL Hunt and incorporated into this Agreement by reference.
• "Security Incident" refers to any confirmed unauthorized access to, or acquisition, disclosure, alteration, or destruction of, End User Data in HL Hunt's possession or control. Unsuccessful attempts, pings, port scans, and other events that do not result in unauthorized access to End User Data do not constitute Security Incidents.
• "Affiliate" refers to any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent (50%) of the voting interests of the entity.
• "Confidential Information" has the meaning set forth in Section 14.

3.1 Core Verification Capabilities

• Capture of Identity Document images through the SDK or Hosted Flow, and analysis of those images for indicators of authenticity, tampering, forgery, expiration, and format conformity.
• Extraction of data fields from Identity Documents through optical character recognition, barcode decoding, and machine-readable zone parsing.
• Capture of Selfie Data and performance of liveness detection designed to assess whether a live person is present at the time of capture.
• Facial comparison between Selfie Data and the portrait appearing on the Identity Document, producing a similarity assessment.
• Configurable verification workflows, decision thresholds, and rules that Customer may adjust through the Dashboard within the parameters supported by HL Hunt.
• Supplemental checks where enabled for Customer's account, which may include sanctions and watchlist screening, database cross-referencing, address validation, and device and network risk assessment.
• Delivery of Verification Output to Customer through the API, webhooks, and the Dashboard.
• Maintenance of Verification Records and audit trails for the Default Retention Period.

3.2 Delivery Methods

The Services may be delivered through direct API integration, through the SDK embedded in Customer's web or mobile applications, through the Hosted Flow, or through any combination thereof as specified in the Documentation. HL Hunt may add, modify, or retire delivery methods from time to time upon reasonable notice to Customer.

3.3 Nature of the Services

The Services provide automated, probabilistic assessments regarding the authenticity of Identity Documents, the liveness of Selfie Data, and the similarity between faces. The Services do not determine with certainty that any person is who he or she claims to be, that any document is genuine, or that any transaction is free of fraud. HL Hunt does not make, and does not participate in, any decision regarding whether to onboard, approve, deny, restrict, or terminate any End User. All such decisions are made solely by Customer using its own judgment and policies, and Customer alone bears responsibility for them.

3.4 Services NOT Provided

• HL Hunt is NOT a consumer reporting agency, and the Services do NOT provide consumer reports, credit reports, background checks, or any report bearing on an End User's creditworthiness, character, general reputation, personal characteristics, or mode of living.
• HL Hunt does NOT provide legal, regulatory, or compliance advice. Nothing in the Services or Documentation constitutes advice regarding Customer's obligations under any Applicable Law.
• The Services are NOT a complete Know Your Customer, Anti-Money Laundering, Customer Identification Program, or Customer Due Diligence program. The Services may support such programs, but Customer remains solely responsible for designing, implementing, and maintaining its own compliance program.
• HL Hunt does NOT guarantee that the Services will detect every forged, altered, stolen, synthetic, or otherwise fraudulent Identity Document or every attempt at impersonation, presentation attack, injection attack, or deepfake.
• The Services do NOT verify an End User's authority to act on behalf of any entity, an End User's age beyond the date of birth appearing on the Identity Document, or an End User's eligibility for any product, service, or benefit.
• The Services do NOT verify Identity Documents that HL Hunt has not designated as supported in the Documentation, and support for any document type may be modified or withdrawn.
• The Services do NOT verify the accuracy of information appearing on an Identity Document against the records of the issuing authority unless a specific database check has been enabled for Customer's account and is available for the relevant jurisdiction.

3.5 Modifications and Beta Features

• HL Hunt may modify, enhance, or discontinue any feature or functionality of the Services at any time, provided that HL Hunt shall not materially decrease the core verification functionality of the Services during a committed term without providing reasonable advance notice.
• HL Hunt may make available features designated as beta, preview, early access, or similar ("Beta Features"). Beta Features are provided for evaluation purposes only, are excluded from any warranty, service commitment, or indemnity, and may be modified or discontinued at any time without notice.
• HL Hunt may update verification models, fraud detection logic, document templates, and decision algorithms at any time without notice in order to improve accuracy and respond to emerging fraud patterns.

4.1 Account Requirements

• Customer must provide accurate, complete, and current legal entity information, including legal name, jurisdiction of organization, principal business address, tax identification number, and the identity of the individual responsible for the account.
• Customer must promptly update account information if it changes.
• Customer must designate Authorized Users and is responsible for maintaining the confidentiality of all Dashboard login credentials.
• Customer shall not create multiple accounts to circumvent fees, usage limits, suspensions, or terminations.
• Customer shall not permit any person other than an Authorized User to access the Dashboard or API.

4.2 Business Verification

HL Hunt may conduct know-your-business verification of Customer at any time, including verification of Customer's legal existence, beneficial ownership, business purpose, and intended use of the Services. Customer agrees to cooperate with such verification and to provide requested documentation within five (5) business days. HL Hunt reserves the right, in its sole discretion, to decline to open an account for, or to suspend or terminate the account of, any Customer whose business, ownership, or intended use HL Hunt determines to present unacceptable legal, regulatory, reputational, or fraud risk.

4.3 API Credentials and Security

• HL Hunt will issue API keys, secrets, tokens, or other credentials ("API Credentials") to Customer. API Credentials are Confidential Information of HL Hunt and are issued solely for Customer's use.
• Customer shall safeguard API Credentials using industry-standard secret management practices, shall not embed production API Credentials in client-side code, public repositories, or mobile application binaries, and shall not share API Credentials with any third party.
• Customer is fully responsible for all Verification Sessions, API calls, fees, and other activity conducted using its API Credentials, whether or not authorized by Customer.
• Customer shall notify HL Hunt immediately, and in no event later than twenty-four (24) hours, upon discovering any actual or suspected compromise of API Credentials, and shall rotate affected credentials without delay.
• HL Hunt may revoke or rotate API Credentials at any time for security reasons.

4.4 Technical Requirements, Rate Limits, and Integration Standards

• Customer shall integrate and use the Services in accordance with the Documentation, including all image quality, capture, consent presentation, and security requirements.
• HL Hunt may impose rate limits, concurrency limits, payload size limits, and other technical restrictions. Customer shall not attempt to circumvent such limits.
• Customer shall implement the SDK and Hosted Flow without modification to consent screens, disclosures, or data capture components except as expressly permitted in the Documentation.
• Customer shall update to supported versions of the SDK within the deprecation period specified in the Documentation. HL Hunt is not responsible for degraded performance resulting from use of deprecated versions.

4.5 Sandbox Environment

• The Sandbox is provided solely for integration testing and development.
• Customer shall use only synthetic, fictitious, or HL Hunt-provided test data in the Sandbox and shall not submit any real End User Data, real Identity Documents, or real Selfie Data to the Sandbox.
• Sandbox data may be reset, purged, or deleted at any time without notice.
• Sandbox Output is not representative of production accuracy and shall not be relied upon for any purpose.

4.6 Availability and Maintenance

HL Hunt will use commercially reasonable efforts to make the production Services available twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance, emergency maintenance, and events beyond HL Hunt's reasonable control. HL Hunt will endeavor to provide advance notice of scheduled maintenance through the Dashboard or by email. Unless an Order Form expressly includes a service level agreement, HL Hunt makes no commitment regarding uptime, response time, or throughput, and no service credits or other remedies shall be available for unavailability.

5.1 Lawful Basis and Consent

• Customer is solely responsible for establishing a lawful basis for, and obtaining all consents, authorizations, and releases required under Applicable Data Protection Laws for, the collection, submission, processing, storage, and retention of End User Data through the Services.
• Before initiating any Verification Session, Customer shall obtain the End User's informed, affirmative consent to the capture of Document Images and Selfie Data, the generation and processing of Biometric Data, the disclosure of End User Data to HL Hunt as Customer's service provider, and the retention of Verification Records for the Default Retention Period.
• Customer shall not submit End User Data to the Services for any End User who has not provided the required consent, who has withdrawn consent, or who has objected to the processing.
• Customer shall maintain complete and accurate records of each End User's consent, including the date, time, consent language presented, and method of acceptance, for no less than the Default Retention Period.

5.2 Required End User Disclosures

Customer shall present to each End User, before any data is captured, a clear and conspicuous privacy notice that at a minimum discloses:

• That the End User's Identity Document and a photograph or video of the End User's face will be collected.
• That biometric identifiers, including a scan of face geometry, will be generated from those images and used to compare the End User's face to the Identity Document.
• The specific purposes for which the End User Data will be used, including identity verification and fraud prevention.
• That the End User Data will be processed by HL Hunt, as Customer's identity verification service provider, on Customer's behalf.
• That Document Images, Selfie Data, Biometric Data, and Verification Output will be retained for a period of seven (7) years from the date of verification, or such shorter period as required by Applicable Law, after which they will be permanently destroyed.
• The End User's rights under Applicable Data Protection Laws and the means by which the End User may exercise those rights with Customer.

5.3 Submission Requirements

• Customer shall submit End User Data only for End Users with whom Customer has a direct relationship as a customer, applicant, member, user, or account holder, and only in connection with a transaction, account, or service that the End User has initiated or requested.
• Customer shall not submit Identity Documents or images belonging to any person other than the End User participating in the Verification Session.
• Customer shall not submit End User Data for any individual under eighteen (18) years of age unless Applicable Law permits the verification, Customer has obtained and documented verifiable consent from the individual's parent or legal guardian, and Customer has notified HL Hunt in writing of such use. In no event shall Customer submit End User Data for any individual under thirteen (13) years of age.
• Customer shall ensure that End User Data submitted is accurate, lawfully obtained, and submitted in accordance with the Documentation.
• Customer shall not submit data that Customer knows or reasonably should know to be fraudulent, forged, or stolen, except as part of HL Hunt-authorized fraud testing conducted in the Sandbox.

5.4 Customer Compliance Program

Customer is solely responsible for its own compliance with Applicable Law, including any Know Your Customer, Customer Identification Program, Anti-Money Laundering, sanctions screening, age verification, and consumer protection requirements applicable to Customer's business. Customer shall independently determine the verification standards, document types, decision thresholds, and secondary review procedures appropriate for its regulatory obligations and risk tolerance, and shall configure the Services accordingly. HL Hunt's default configurations are provided for convenience only and do not constitute a recommendation that such configurations satisfy any legal requirement.

5.5 End User Inquiries and Requests

• Customer is the primary point of contact for End Users regarding the verification process, verification outcomes, and the exercise of privacy rights.
• Customer shall respond to End User requests to access, correct, delete, or obtain information about End User Data in accordance with Applicable Data Protection Laws, and HL Hunt shall provide assistance as set forth in the DPA.
• If HL Hunt receives a request directly from an End User, HL Hunt will, where permitted by law, refer the End User to Customer and notify Customer of the request. HL Hunt may respond directly to an End User where required by Applicable Law.

5.6 Authorized Users and Personnel

Customer shall ensure that all Authorized Users and all Customer personnel with access to Verification Output comply with this Agreement, have been trained in the handling of sensitive personal information, and access End User Data only to the extent necessary to perform their job functions. Customer is responsible for all acts and omissions of its Authorized Users and personnel as if they were Customer's own.

6.1 Acknowledgment of Biometric Processing

Customer acknowledges and agrees that the facial comparison and liveness detection functions of the Services necessarily involve the generation, use, and storage of Biometric Data, that such Biometric Data may constitute a biometric identifier or biometric information under Biometric Privacy Laws, and that Customer, as the party that directs the collection of End User Data and determines the purposes of the processing, is the party responsible for compliance with the notice and consent requirements of those laws.

6.2 Customer Pre-Collection Obligations

Before any End User Data is captured or submitted to the Services, Customer shall, to the extent required by any Biometric Privacy Law applicable to the End User:

• Inform the End User in writing that a biometric identifier or biometric information is being collected, stored, and used.
• Inform the End User in writing of the specific purpose and length of term for which the biometric identifier or biometric information is being collected, stored, and used, including the Default Retention Period.
• Obtain a written release executed by the End User authorizing the collection, storage, and use of the biometric identifier or biometric information. An electronic signature, affirmative checkbox, or other electronic manifestation of assent may be used where permitted by Applicable Law, provided it is specific to biometric processing and not bundled with unrelated terms.
• Develop, maintain, and make publicly available a written policy establishing a retention schedule and guidelines for permanently destroying biometric identifiers and biometric information.
• Retain documentary evidence of each End User's notice and written release for no less than the Default Retention Period.

6.3 HL Hunt Biometric Commitments

• HL Hunt shall not sell, lease, trade, or otherwise profit from any End User's Biometric Data.
• HL Hunt shall not disclose, redisclose, or otherwise disseminate any End User's Biometric Data except as instructed by Customer, as necessary to provide the Services, as required by Applicable Law or valid legal process, or as otherwise permitted by the DPA.
• HL Hunt shall store, transmit, and protect Biometric Data using the reasonable standard of care within HL Hunt's industry and in a manner that is the same as or more protective than the manner in which HL Hunt stores, transmits, and protects other confidential and sensitive information.
• HL Hunt shall permanently destroy Biometric Data in accordance with the retention schedule set forth in Section 11 and the DPA, or earlier upon Customer's written instruction as provided in Section 11.4.
• HL Hunt shall not use Biometric Data to identify End Users across different Customers' accounts, to build profiles of End Users, or for any purpose other than providing the Services to Customer.

6.4 Jurisdiction-Specific Requirements

Customer acknowledges that certain Biometric Privacy Laws impose retention and destruction requirements that may be shorter than the Default Retention Period, including requirements that biometric identifiers be destroyed when the initial purpose for collection has been satisfied or within a specified period after the End User's last interaction with Customer, whichever occurs first. Accordingly:

• Customer is solely responsible for identifying the Biometric Privacy Laws applicable to each End User based on the End User's residence, the location of collection, and the nature of Customer's business.
• Where a Biometric Privacy Law applicable to an End User requires retention of Biometric Data for a period shorter than the Default Retention Period, Customer shall instruct HL Hunt in writing, through the Dashboard retention settings or by written notice, of the required retention period for End Users in the affected jurisdiction, and HL Hunt shall apply such period to Biometric Data for those End Users.
• Absent a written instruction from Customer under this Section, HL Hunt shall apply the Default Retention Period, and Customer represents and warrants that the Default Retention Period is permitted under all Biometric Privacy Laws applicable to its End Users.
• Customer shall indemnify HL Hunt for any claim arising from Customer's failure to provide an instruction required under this Section.

6.5 Consent Evidence and Audit

Upon HL Hunt's written request, Customer shall provide to HL Hunt within five (5) business days: (a) the current text of all notices and written releases presented to End Users; (b) screenshots or recordings of the consent flow as presented to End Users; and (c) evidence of consent for any specified End User or Verification Session. HL Hunt may review Customer's consent flow at any time and may require modifications as a condition of continued access to the Services.

6.6 Suspension for Non-Compliance

If HL Hunt reasonably believes that Customer has failed to obtain required notices or consents, HL Hunt may immediately suspend Customer's access to the Services, in whole or in part, until Customer demonstrates compliance to HL Hunt's reasonable satisfaction. Such suspension shall not relieve Customer of its payment obligations or constitute a breach by HL Hunt.

7.1 Permitted Use

Subject to this Agreement, Customer may use the Services solely to verify the identity of End Users with whom Customer has a direct relationship, in connection with Customer's own products, services, accounts, and transactions, and solely for the purposes of identity verification, fraud prevention, and compliance with Customer's own legal obligations (the "Permitted Use").

7.2 Prohibited Uses

Customer shall not, and shall not permit any Authorized User, Affiliate, or third party to:

• Submit End User Data without the End User's knowledge and consent, or use the Services for covert, surreptitious, or non-consensual identification of any person.
• Use the Services for surveillance, tracking, locating, stalking, harassing, or intimidating any person.
• Use the Services or Output as a consumer report, or for any purpose covered by the FCRA, as further described in Section 9.
• Use the Services or Output to discriminate against any person on the basis of race, color, religion, national origin, sex, gender identity, sexual orientation, age, disability, familial status, marital status, receipt of public assistance, or any other characteristic protected by Applicable Law.
• Use the Services on behalf of any law enforcement, intelligence, or governmental agency for investigative or surveillance purposes, except as expressly authorized in an Order Form.
• Use the Services to verify, identify, or match individuals who are not End Users, including by submitting images obtained from social media, public sources, or third parties.
• Submit any End User Data in violation of Section 5.3, including data of minors in violation of Applicable Law.
• Resell, sublicense, lease, rent, or otherwise make the Services or Output available to any third party, or operate the Services on a service bureau or outsourcing basis, except pursuant to a written reseller agreement with HL Hunt.
• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, algorithms, weights, or underlying structure of the Services.
• Use the Services, Output, or Documentation to build, train, benchmark, or improve any product or service that competes with the Services, or disclose benchmark or performance results to any third party without HL Hunt's prior written consent.
• Access the Services through any automated means other than the API and SDK as documented, or scrape, crawl, or harvest data from the Dashboard.
• Probe, scan, or test the vulnerability of the Services, or circumvent any security, authentication, rate-limiting, or access control mechanism, except pursuant to a written penetration testing authorization from HL Hunt.
• Transmit any virus, malware, malicious code, or harmful data through the Services.
• Use the Services in connection with any business or activity that is unlawful, that involves the sale of illegal goods or services, or that HL Hunt has designated as prohibited in the Documentation.
• Remove, obscure, or alter any proprietary notice, consent screen, or disclosure contained in the SDK or Hosted Flow.
• Misrepresent the nature, capabilities, accuracy, or results of the Services to End Users, regulators, or any third party.
• Use the Services in any manner that violates Applicable Law or the rights of any third party.

7.3 Resale and Service Bureau Use

The Services are licensed for Customer's internal business use only. Any Customer that wishes to offer the Services to its own business customers, embed the Services in a product sold to third parties, or otherwise redistribute the Services or Output must execute a separate written reseller or platform agreement with HL Hunt. Any such use without a written agreement is unauthorized, and HL Hunt may terminate this Agreement immediately and recover all fees that would have been payable under HL Hunt's then-current reseller pricing.

7.4 Monitoring and Enforcement

• HL Hunt may monitor Customer's use of the Services for compliance with this Agreement, for security purposes, and for billing purposes.
• HL Hunt may, without liability, suspend or terminate access, remove or disable content, and take any other action HL Hunt deems appropriate in response to any actual or suspected violation of this Section.
• HL Hunt may report suspected unlawful activity to law enforcement, regulators, and affected third parties, and may cooperate with any resulting investigation.
• HL Hunt has no obligation to monitor Customer's use and shall not be liable for any failure to detect a violation.

7.5 Fraud and Security Testing

Customer shall not submit known fraudulent, forged, or synthetic Identity Documents, spoofed Selfie Data, or presentation or injection attacks to the production Services for testing purposes without HL Hunt's prior written authorization. Authorized testing shall be conducted in the Sandbox or under a written test plan approved by HL Hunt. Unauthorized testing may be treated as an attack on the Services and may result in immediate suspension.

8.1 Nature of Verification Output

• Verification Output consists of automated assessments generated by machine learning models, computer vision algorithms, rules engines, and third-party data sources. These technologies produce probabilistic results, not certainties.
• Similarity scores, confidence levels, and risk indicators are statistical measures and do not constitute a determination of fact.
• A "pass," "approved," "verified," or similar status indicates only that the submitted data satisfied the thresholds configured for Customer's account; it does not constitute a representation by HL Hunt that the End User's identity has been established.
• A "fail," "declined," "rejected," or similar status indicates only that the submitted data did not satisfy the configured thresholds; it does not constitute a representation by HL Hunt that the End User is fraudulent or that the Identity Document is not genuine.
• Verification Output is time-sensitive and reflects only the data submitted at the time of the Verification Session.

8.2 Factors Affecting Accuracy

Customer acknowledges that the accuracy of Verification Output is affected by numerous factors outside HL Hunt's control, including:

• Image quality, resolution, focus, glare, lighting, angle, and framing of Document Images and Selfie Data.
• The physical condition, age, wear, and security features of the Identity Document.
• Changes in an End User's appearance between the issuance of the Identity Document and the Verification Session.
• Device camera capabilities, operating system behavior, and network conditions.
• The sophistication of fraud techniques, including high-quality forgeries, synthetic identities, deepfakes, and injection attacks that may evade detection.
• The accuracy, completeness, and availability of third-party data sources.
• The verification thresholds, workflow configuration, and document types selected by Customer.
• End User behavior, including failure to follow capture instructions.

8.3 Customer's Sole Decision Authority

• Customer is solely responsible for all decisions, actions, and omissions made or taken in reliance on Verification Output, including decisions to onboard, approve, deny, restrict, suspend, or terminate any End User, account, or transaction.
• HL Hunt does not recommend, and Customer shall not treat Verification Output as, a final determination regarding any End User.
• Customer shall exercise independent judgment, shall implement appropriate secondary review, manual review, and escalation procedures for inconclusive or high-risk results, and shall not rely on Verification Output as the sole basis for any decision with significant consequences for an End User.
• Customer shall not represent to any End User, regulator, or third party that HL Hunt made or participated in any decision regarding an End User.

8.4 Adverse Decisions and End User Recourse

If Customer declines, restricts, or takes other adverse action with respect to an End User based in whole or in part on Verification Output, Customer is solely responsible for providing any notice, explanation, or opportunity to contest the decision that may be required by Applicable Law, and for maintaining a reasonable process by which the End User may seek human review or submit additional information. HL Hunt is not a party to any dispute between Customer and an End User and shall have no obligation to communicate with End Users regarding Customer's decisions.

8.5 Automated Decision-Making

Where Applicable Data Protection Laws restrict decisions based solely on automated processing that produce legal or similarly significant effects on an individual, or grant individuals the right to opt out of, obtain human review of, or receive an explanation of such decisions, Customer is solely responsible for compliance, including by providing meaningful human involvement in any such decision, honoring opt-out requests, and providing required notices. HL Hunt shall provide reasonable assistance as described in the DPA.

8.6 Supported Documents and Coverage

The Identity Documents, jurisdictions, languages, and supplemental checks supported by the Services are set forth in the Documentation and are subject to change. HL Hunt does not warrant that the Services support any particular document type or jurisdiction, and the absence of a document from the supported list is not a defect in the Services.

9.1 Not a Consumer Reporting Agency

HL Hunt is not a "consumer reporting agency" as defined in the FCRA. HL Hunt does not regularly engage in the practice of assembling or evaluating consumer credit information or other information on consumers for the purpose of furnishing consumer reports to third parties. Verification Output does not constitute a "consumer report" as defined in 15 U.S.C. § 1681a(d), and no Verification Output is intended to bear on, or to be used as a factor in evaluating, any individual's creditworthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living.

9.2 Restrictions on Use of Output

Customer represents, warrants, and covenants that it shall not use the Services or any Verification Output, in whole or in part:

• As a consumer report or as a substitute for a consumer report.
• As a factor in establishing an individual's eligibility for credit, insurance, employment, housing, government benefits, or any other purpose enumerated in 15 U.S.C. § 1681b, other than to confirm that the individual is who he or she claims to be in connection with a transaction the individual has initiated.
• For employment screening, tenant screening, or background checking of any kind.
• To take any adverse action, as that term is defined in the FCRA, against any individual, other than declining to proceed with a transaction because identity could not be verified.
• In any manner that would cause HL Hunt to be deemed a consumer reporting agency, a furnisher, or a reseller under the FCRA or any analogous state law.

Customer acknowledges that if Customer requires a consumer report for any purpose, Customer must obtain it from a consumer reporting agency in compliance with the FCRA, and that the Services are not a lawful means of doing so.

9.3 Fair Lending and Anti-Discrimination

Customer shall not use the Services or Verification Output in any manner that violates the Equal Credit Opportunity Act, the Fair Housing Act, Title VII of the Civil Rights Act, or any other federal, state, or local anti-discrimination law, and shall not configure the Services, or combine Verification Output with other data, in a manner that results in unlawful disparate treatment or disparate impact on any protected class.

9.4 Gramm-Leach-Bliley Act

• If Customer is a "financial institution" as defined in the GLBA, Customer represents and warrants that its disclosure of End User Data to HL Hunt is permitted under the exceptions set forth in 15 U.S.C. § 6802(e) and 16 C.F.R. § 313.13 through § 313.15, including the exception for service providers that perform services for or functions on behalf of the financial institution.
• HL Hunt shall use nonpublic personal information received from Customer solely to perform the Services and for no other purpose, and shall maintain safeguards for such information consistent with the Safeguards Rule, 16 C.F.R. Part 314, as further described in the DPA.
• Customer is solely responsible for including any disclosures regarding its use of service providers in its own GLBA privacy notices.

9.5 No Regulatory Reliance

Customer acknowledges that it has not relied, and will not rely, on HL Hunt for any determination regarding the applicability of the FCRA, the GLBA, the Bank Secrecy Act, or any other Applicable Law to Customer's business or to Customer's use of the Services, and that Customer has consulted or will consult its own legal counsel regarding such matters.

10.1 Fees

• Fees may include per-Verification Session fees, per-check fees for supplemental checks, platform or subscription fees, minimum monthly or annual commitments, implementation or onboarding fees, and fees for premium support or professional services.
• Fees are stated and payable in United States Dollars.
• Volume tiers, discounts, and committed pricing apply only as expressly set forth in an executed Order Form and only during the committed term.
• Fees are exclusive of all taxes, duties, and transaction charges.

10.2 Billable Events

A Verification Session is billable upon the submission of a Document Image, Selfie Data, or any other End User Data to the production Services, regardless of the Verification Output, the End User's completion or abandonment of the flow, Customer's ultimate decision regarding the End User, or the accuracy of the result. The following table describes the billing treatment of common events:

10.3 Payment Terms

• Usage-based fees are invoiced monthly in arrears. Platform fees, subscription fees, minimum commitments, and prepaid credits are invoiced in advance.
• Unless the Order Form provides otherwise, invoices are due and payable within fifteen (15) days of the invoice date.
• Where Customer has provided a credit card, debit card, or bank account, Customer authorizes HL Hunt to charge or debit all fees as they become due without further authorization, and Customer shall keep its payment method current.
• HL Hunt may require prepayment, a deposit, or a prepaid credit balance from any Customer, including based on Customer's credit profile, payment history, or anticipated volume.
• Customer shall provide complete and accurate billing information and shall notify HL Hunt promptly of any change.

10.4 No Refunds

10.5 Late Payment and Collection

• Amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by Applicable Law, whichever is less, from the due date until paid in full.
• If any amount remains unpaid ten (10) days after HL Hunt provides written notice of non-payment, HL Hunt may suspend Customer's access to the Services without further notice and without liability.
• Customer shall reimburse HL Hunt for all costs of collection, including reasonable attorneys' fees, collection agency fees, and court costs.
• HL Hunt may apply any payment received to the oldest outstanding balance regardless of any instruction accompanying the payment.

10.6 Taxes

Customer is responsible for all sales, use, value-added, goods and services, excise, withholding, and similar taxes, duties, and governmental charges arising from this Agreement, other than taxes based on HL Hunt's net income. If Customer is required by law to withhold any amount from a payment, Customer shall increase the payment so that HL Hunt receives the full amount it would have received absent the withholding. Customer shall provide valid tax exemption certificates where applicable.

10.7 Fee Adjustments

• HL Hunt may modify its published pricing at any time upon thirty (30) days' notice through the Dashboard or by email. Continued use of the Services after the effective date of a pricing change constitutes acceptance of the modified pricing.
• Fees set forth in an executed Order Form are fixed for the committed term stated therein and may be adjusted by HL Hunt upon renewal.
• HL Hunt may pass through to Customer any increase in third-party data source costs upon thirty (30) days' notice.

10.8 Billing Disputes

Customer must notify HL Hunt in writing of any disputed invoice amount, with reasonable supporting detail, within thirty (30) days of the invoice date. Amounts not disputed within that period are conclusively deemed accurate and accepted. Customer shall timely pay all undisputed amounts. The parties shall work in good faith to resolve any dispute within thirty (30) days of notice.

10.9 Chargebacks and Payment Reversals

Customer shall not initiate any chargeback, payment reversal, or stop-payment with respect to any fee without first exhausting the billing dispute process in Section 10.8. Any chargeback initiated in violation of this Section constitutes a material breach of this Agreement, entitles HL Hunt to immediately suspend or terminate the Services, and obligates Customer to pay an administrative fee of Fifty Dollars ($50.00) per chargeback in addition to the disputed amount and all costs of collection.

10.10 Minimum Commitments and Prepaid Credits

• Minimum monthly or annual commitments are payable in full regardless of actual usage.
• Prepaid credits are non-refundable, non-transferable, may be used only for the Services, and expire at the end of the term stated in the Order Form or, if no term is stated, twelve (12) months from the date of purchase.
• Usage in excess of committed or prepaid volume is billed at the overage rate stated in the Order Form or, if none, at HL Hunt's then-current published rate.

11.1 Ownership of Customer Data

As between the parties, Customer owns all right, title, and interest in and to Customer Data, including End User Data. HL Hunt acquires no ownership interest in Customer Data. HL Hunt processes End User Data as a processor and service provider on behalf of Customer, and Customer is the controller and business with respect to End User Data, as further described in the DPA.

11.2 License to HL Hunt

Customer grants HL Hunt a non-exclusive, worldwide, royalty-free license during the term of this Agreement and the Default Retention Period to access, use, process, store, transmit, reproduce, and create derivative works of Customer Data solely as necessary to: (a) provide, maintain, secure, and support the Services; (b) retain Verification Records in accordance with Section 11.3; (c) detect, investigate, and prevent fraud, abuse, and security threats; (d) comply with Applicable Law, legal process, and HL Hunt's legal obligations; (e) enforce this Agreement; and (f) generate Fraud Signals and Aggregated Data in accordance with Section 11.7.

11.3 Seven-Year Retention of Verification Records

Customer hereby instructs and directs HL Hunt to retain all Verification Records, including Document Images, Selfie Data, Biometric Data, extracted data, and Verification Output, for a period of seven (7) years from the date of the applicable Verification Session (the "Default Retention Period"). Customer acknowledges and agrees that:

• The Default Retention Period is a documented processing instruction from Customer to HL Hunt within the meaning of the DPA and Applicable Data Protection Laws.
• The Default Retention Period serves legitimate business and legal purposes, including maintaining an audit trail that Customer may rely upon to satisfy regulatory recordkeeping obligations, including obligations under the Bank Secrecy Act and its implementing regulations, state licensing laws, and industry requirements; detecting, investigating, and preventing fraud, including repeat and synthetic identity fraud; responding to End User disputes, chargebacks, complaints, subpoenas, regulatory inquiries, and legal claims; and demonstrating that verification was performed and consent was obtained.
• Customer has independently determined that the Default Retention Period is appropriate for its business and permitted under Applicable Law, and Customer has disclosed the Default Retention Period to End Users as required by Section 5.2.
• Retention under this Section shall continue notwithstanding the expiration or termination of this Agreement, as further provided in Section 11.8.
• HL Hunt may, but is not obligated to, apply logical or cryptographic separation between Biometric Data and other Verification Records, and may store Verification Records in encrypted form such that they are accessible only through Customer's account or by HL Hunt personnel with a documented need.

11.4 Early Deletion Instructions

• Customer may instruct HL Hunt to delete Verification Records for a specified End User, Verification Session, or jurisdiction before the expiration of the Default Retention Period by submitting a deletion request through the Dashboard or by written notice to the address in Section 24.
• Customer may configure a shorter default retention period for all or a subset of its Verification Records where the Dashboard supports such configuration.
• HL Hunt shall complete a deletion requested under this Section within thirty (30) days of receipt, except to the extent retention is required under Section 11.5.
• Customer acknowledges that early deletion may impair HL Hunt's ability to support Customer in responding to disputes, investigations, and legal claims, and that HL Hunt shall have no liability for any consequence of a deletion performed at Customer's instruction.
• Customer is solely responsible for determining when Applicable Law, including Biometric Privacy Laws, requires deletion before the expiration of the Default Retention Period and for submitting a timely instruction under this Section.

11.5 Extended Retention and Legal Holds

Notwithstanding Sections 11.3 and 11.4, HL Hunt may retain Verification Records beyond the Default Retention Period or notwithstanding a deletion instruction to the extent that: (a) retention is required by Applicable Law or by a valid subpoena, court order, regulatory directive, or litigation hold; (b) the records are reasonably necessary to establish, exercise, or defend legal claims involving HL Hunt; (c) the records are reasonably necessary to investigate or prevent fraud, security incidents, or violations of this Agreement; or (d) deletion is technically infeasible from backup or archival media, in which case the records shall be isolated, protected from further processing, and deleted in accordance with HL Hunt's standard backup rotation schedule.

11.6 Secure Destruction

Upon expiration of the Default Retention Period or any shorter period instructed by Customer, and subject to Section 11.5, HL Hunt shall permanently destroy the applicable Verification Records within ninety (90) days using methods consistent with NIST Special Publication 800-88 or an equivalent recognized standard, such that the records cannot be reconstructed or read. Upon written request, HL Hunt shall provide Customer with a certificate of destruction.

11.7 Fraud Signals and Aggregated Data

• HL Hunt may generate, retain, and use Fraud Signals derived from Customer's Verification Sessions, and may use such Fraud Signals across the Veriface platform to detect and prevent fraud affecting HL Hunt, Customer, and other HL Hunt customers. Fraud Signals do not include Document Images, Selfie Data, or Biometric Data.
• HL Hunt may generate, retain, and use Aggregated Data for any lawful purpose, including analyzing and improving the performance, accuracy, and security of the Services, developing new products, and preparing industry reports and benchmarks, provided that Aggregated Data does not identify Customer or any End User.
• HL Hunt shall not use Document Images, Selfie Data, or Biometric Data to train, retrain, or improve machine learning models for use with other customers except where such use is expressly authorized in an Order Form and Customer has obtained any End User consent required for such use.
• As between the parties, HL Hunt owns all right, title, and interest in Fraud Signals and Aggregated Data.

11.8 Data Export and Post-Termination Retention

• During the term of this Agreement and for thirty (30) days following its expiration or termination, Customer may export Verification Records through the Dashboard or API, subject to Customer's continued compliance with this Agreement and payment of all outstanding fees.
• Following expiration or termination of this Agreement, HL Hunt shall continue to retain Verification Records for the remainder of the Default Retention Period in accordance with Section 11.3, for the purposes described therein, unless Customer submits a written deletion instruction under Section 11.4 and retention is not otherwise required under Section 11.5.
• Following expiration or termination, HL Hunt shall have no obligation to make retained Verification Records available to Customer except in response to a written request accompanied by payment of HL Hunt's then-current retrieval fee, or as required by Applicable Law.

11.9 Data Location

HL Hunt stores Verification Records in data centers located in the United States. HL Hunt may transfer, access, or process Customer Data from other jurisdictions as necessary to provide support and operate the Services, subject to the international transfer provisions of the DPA.

11.10 Legal Process

HL Hunt may disclose Customer Data, including Verification Records, in response to a subpoena, court order, warrant, regulatory demand, or other valid legal process. Where legally permitted and practicable, HL Hunt will notify Customer before making such disclosure so that Customer may seek a protective order at Customer's expense. HL Hunt may also disclose Customer Data where HL Hunt reasonably believes disclosure is necessary to prevent imminent harm, to protect HL Hunt's rights or property, or to report suspected unlawful activity.

12.1 Information Security Program

HL Hunt shall maintain administrative, technical, and physical safeguards that are designed to protect the confidentiality, integrity, and availability of End User Data and that are appropriate to the nature of the data and the risks presented by the Services. HL Hunt shall review and update its security program at least annually and in response to material changes in threats, technology, or Applicable Law.

12.2 Safeguards

12.3 Customer Security Responsibilities

• Customer is solely responsible for the security of its own systems, networks, applications, devices, and personnel, and for the secure integration of the SDK and API.
• Customer shall protect Verification Output and any End User Data retrieved from the Services using safeguards no less protective than those required of HL Hunt under this Agreement.
• Customer shall not store Document Images or Selfie Data in its own systems unless Customer has independently determined that such storage is lawful and has implemented appropriate safeguards; HL Hunt bears no responsibility for data stored in Customer's systems.
• Customer shall promptly apply security updates to the SDK and shall comply with all security requirements in the Documentation.
• Customer shall notify HL Hunt without undue delay of any security incident affecting Customer's systems that may affect the Services or End User Data.

12.4 Security Incident Notification

• HL Hunt shall notify Customer of a Security Incident affecting Customer's End User Data without undue delay, and in any event within seventy-two (72) hours after HL Hunt confirms that the Security Incident has occurred.
• Notification shall be made to the security or administrative contact designated in Customer's account and shall include, to the extent known, the nature of the Security Incident, the categories and approximate number of End Users and records affected, the likely consequences, and the measures taken or proposed to address the Security Incident.
• HL Hunt shall provide reasonable cooperation and information to Customer to assist Customer in satisfying its own notification obligations.
• Customer is solely responsible for determining whether, when, and how to notify End Users, regulators, and other third parties, and for all costs of such notification, except where Applicable Law imposes a direct notification obligation on HL Hunt.
• HL Hunt's notification of a Security Incident shall not be construed as an acknowledgment of fault or liability.
• Customer shall not publicly disclose or attribute a Security Incident to HL Hunt without HL Hunt's prior written consent, except as required by Applicable Law.

12.5 Shared Responsibility and No Absolute Security

Customer acknowledges that no method of transmission or storage is completely secure, that HL Hunt cannot guarantee that End User Data will never be accessed, disclosed, altered, or destroyed by unauthorized means, and that HL Hunt's obligations with respect to security are limited to maintaining the safeguards described in this Section and the DPA. HL Hunt shall not be liable for any Security Incident caused by Customer's systems, Customer's personnel, compromised API Credentials, End User devices, or third parties outside HL Hunt's control.

13.1 HL Hunt Ownership

HL Hunt and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Services, the API, the SDK, the Hosted Flow, the Dashboard, the Documentation, all verification models, algorithms, weights, document templates, fraud detection logic, software, user interfaces, designs, and know-how, all Fraud Signals and Aggregated Data, all improvements, modifications, and derivative works of any of the foregoing, and the Veriface and HL Hunt names, logos, and trademarks. No rights are granted to Customer except as expressly set forth in this Agreement, and all rights not expressly granted are reserved.

13.2 License to Customer

Subject to Customer's compliance with this Agreement and payment of all fees, HL Hunt grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of this Agreement to: (a) access and use the API, Dashboard, and Hosted Flow for the Permitted Use; (b) install and use the SDK in Customer's own applications solely to integrate the Services for the Permitted Use; and (c) use the Documentation in connection with the foregoing.

13.3 Restrictions

Customer shall not, and shall not permit any third party to, use the Services or any component thereof except as expressly permitted in Section 13.2, and shall comply with all restrictions in Section 7. Customer shall not remove, alter, or obscure any copyright, trademark, or other proprietary notice contained in the SDK, Documentation, or Services.

13.4 Feedback

If Customer or any Authorized User provides HL Hunt with any suggestion, idea, enhancement request, recommendation, or other feedback regarding the Services ("Feedback"), Customer hereby assigns to HL Hunt all right, title, and interest in the Feedback, and HL Hunt may use and exploit the Feedback for any purpose without restriction, attribution, or compensation.

13.5 Use of Output

Customer may retain and use Verification Output for its internal business purposes in connection with the Permitted Use, subject to Section 9. Customer shall not sell, license, publish, or otherwise provide Verification Output to any third party except to Customer's own professional advisors, auditors, and regulators under obligations of confidentiality, or as required by Applicable Law.

13.6 Trademarks and Publicity

• Customer shall not use the Veriface or HL Hunt names, logos, or trademarks without HL Hunt's prior written consent, except that Customer may display a "Verified by Veriface" or similar attribution in its verification flow in the form and manner specified in the Documentation.
• HL Hunt may identify Customer as a customer of the Services, including by displaying Customer's name and logo on HL Hunt's website and in marketing materials, unless Customer opts out by written notice to HL Hunt. HL Hunt shall comply with any reasonable trademark usage guidelines Customer provides.
• Neither party shall issue a press release regarding the relationship without the other party's prior written approval.

14.1 Definition

"Confidential Information" means all non-public information disclosed by or on behalf of one party ("Discloser") to the other party ("Recipient") in connection with this Agreement, whether orally, visually, or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. HL Hunt's Confidential Information includes the Services, the Documentation, API Credentials, pricing, security information, verification methodologies, accuracy and performance data, and the terms of this Agreement. Customer's Confidential Information includes Customer Data and End User Data.

14.2 Exclusions

Confidential Information does not include information that Recipient can demonstrate by written records: (a) was publicly available at the time of disclosure or subsequently becomes publicly available through no fault of Recipient; (b) was rightfully known to Recipient without restriction before receipt from Discloser; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. End User Data shall not be subject to these exclusions.

14.3 Obligations

• Recipient shall use Discloser's Confidential Information solely to perform its obligations and exercise its rights under this Agreement.
• Recipient shall not disclose Discloser's Confidential Information to any third party except to its employees, contractors, Affiliates, professional advisors, and, in HL Hunt's case, sub-processors, who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.
• Recipient shall protect Discloser's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than reasonable care.
• Recipient shall promptly notify Discloser upon discovery of any unauthorized use or disclosure of Discloser's Confidential Information.
• Recipient is responsible for any breach of this Section by any person to whom it discloses Confidential Information.

14.4 Compelled Disclosure

Recipient may disclose Confidential Information to the extent required by Applicable Law, subpoena, court order, or governmental authority, provided that Recipient, where legally permitted, gives Discloser prompt written notice to allow Discloser to seek a protective order, discloses only the portion of Confidential Information legally required, and cooperates reasonably with Discloser's efforts to limit disclosure.

14.5 Duration

The obligations in this Section shall continue during the term of this Agreement and for three (3) years thereafter, except that obligations with respect to trade secrets shall continue for so long as the information remains a trade secret under Applicable Law, and obligations with respect to End User Data shall continue indefinitely.

14.6 Return or Destruction

Upon Discloser's written request following termination of this Agreement, Recipient shall return or destroy Discloser's Confidential Information in its possession, except that Recipient may retain copies as required by Applicable Law, as retained in routine backup systems subject to continued confidentiality, and, in HL Hunt's case, Verification Records retained in accordance with Section 11.

14.7 Injunctive Relief

Each party acknowledges that a breach of this Section may cause irreparable harm for which monetary damages would be an inadequate remedy, and that Discloser shall be entitled to seek injunctive or other equitable relief without the necessity of posting a bond or proving actual damages, in addition to all other remedies available at law or in equity.

15.1 Third-Party Data Sources

• Certain supplemental checks rely on data provided by third-party sources, including government databases, sanctions and watchlist providers, telecommunications carriers, address databases, and device intelligence providers.
• HL Hunt does not control, and makes no representation or warranty regarding, the accuracy, completeness, timeliness, or availability of third-party data.
• Third-party data sources may impose their own terms and restrictions, which Customer agrees to comply with as set forth in the Documentation.
• HL Hunt may add, modify, or discontinue third-party data sources at any time.

15.2 Infrastructure and Sub-Processors

HL Hunt uses third-party cloud hosting, storage, communications, and other infrastructure providers to deliver the Services and engages sub-processors to process End User Data on its behalf. HL Hunt's use of sub-processors is governed by the DPA, which sets forth Customer's rights with respect to notification of and objection to new sub-processors.

15.3 Customer Integrations

Customer may integrate the Services with third-party applications, platforms, or services ("Customer Integrations"). Customer is solely responsible for Customer Integrations, for any data transmitted to or from them, and for compliance with their terms. HL Hunt is not responsible for the operation, security, or availability of any Customer Integration or for any disclosure of End User Data resulting from a Customer Integration.

15.4 No Liability for Third Parties

HL Hunt shall not be liable for any act, omission, error, delay, outage, data inaccuracy, or security failure of any third-party data source, infrastructure provider, Customer Integration, telecommunications carrier, payment processor, or other third party, except to the extent HL Hunt is expressly responsible for sub-processors under the DPA.

16.1 Term and Renewal

• This Agreement commences on the date Customer first accepts it and continues until terminated in accordance with this Section.
• Each Order Form commences on its stated start date and continues for the committed term stated therein. Unless the Order Form provides otherwise, committed terms automatically renew for successive periods equal to the initial committed term unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.
• In the absence of an Order Form with a committed term, the Services are provided on a month-to-month basis.

16.2 Termination for Convenience

• A Customer on a month-to-month basis may terminate this Agreement upon thirty (30) days' written notice to HL Hunt.
• A Customer subject to a committed term may not terminate the applicable Order Form for convenience during the committed term.
• HL Hunt may terminate this Agreement or any Order Form for convenience upon thirty (30) days' written notice to Customer, in which case HL Hunt shall refund any prepaid fees attributable to the period following the effective date of termination as Customer's sole remedy.

16.3 Termination for Cause

• Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach, except that the cure period for Customer's failure to pay fees shall be ten (10) days.
• HL Hunt may terminate this Agreement immediately upon written notice, without opportunity to cure, if Customer breaches Section 5, 6, 7, 9, or 13, if Customer becomes insolvent or subject to any bankruptcy, receivership, or similar proceeding, if Customer ceases to conduct business in the ordinary course, if HL Hunt determines that Customer's use of the Services presents a material legal, regulatory, security, or reputational risk to HL Hunt, or if continued provision of the Services to Customer would violate Applicable Law.

16.4 Suspension

HL Hunt may suspend Customer's access to all or part of the Services immediately and without liability if: (a) HL Hunt reasonably believes that Customer's use of the Services violates this Agreement or Applicable Law, poses a security risk to the Services or any third party, or may subject HL Hunt to liability; (b) Customer fails to pay fees when due as provided in Section 10.5; (c) HL Hunt is required to do so by law, legal process, or a regulatory authority; (d) HL Hunt reasonably believes that API Credentials have been compromised; or (e) Customer fails to provide consent evidence or business verification documentation as required by this Agreement. HL Hunt will use reasonable efforts to notify Customer of a suspension and to limit the suspension to the affected portion of the Services. Suspension does not relieve Customer of its payment obligations.

16.5 Effect of Termination

• Upon termination, all licenses granted to Customer immediately terminate, Customer shall cease all use of the Services, and Customer shall remove the SDK from its applications within thirty (30) days.
• All fees accrued through the effective date of termination become immediately due and payable. Upon termination by HL Hunt for cause or by Customer in breach of a committed term, all fees for the remainder of the committed term shall be accelerated and become immediately due and payable as liquidated damages and not as a penalty, the parties agreeing that such amount is a reasonable estimate of HL Hunt's loss.
• Customer may export Verification Records during the period described in Section 11.8.
• HL Hunt shall retain Verification Records for the remainder of the Default Retention Period in accordance with Section 11.8.
• Termination shall not relieve either party of any obligation or liability accrued before termination.

16.6 Survival

Sections 2, 5.1, 6, 8, 9, 10, 11, 12.5, 13, 14, 15.4, 16.5, 16.6, 17.4, 18, 19, 20, 21, and 23, together with any other provision that by its nature is intended to survive, shall survive the expiration or termination of this Agreement.

17.1 Mutual Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that its performance will not violate any agreement to which it is a party.

17.2 Limited Services Warranty

HL Hunt warrants that the production Services will perform materially in accordance with the Documentation. Customer's sole and exclusive remedy, and HL Hunt's entire liability, for breach of this warranty shall be for HL Hunt to use commercially reasonable efforts to correct the non-conformity or, if HL Hunt determines that correction is not commercially practicable, to issue a service credit for the fees attributable to the affected Verification Sessions. This warranty does not apply to Beta Features, the Sandbox, third-party data sources, or any non-conformity caused by Customer's integration, configuration, misuse, or breach of this Agreement. Customer must report a warranty claim in writing within thirty (30) days of the affected Verification Session.

17.3 Customer Representations and Warranties

Customer represents, warrants, and covenants that:

• Customer has obtained, and will maintain throughout the term, all consents, authorizations, written releases, and notices required under Applicable Data Protection Laws and Biometric Privacy Laws for the submission of End User Data to the Services and the retention of Verification Records for the Default Retention Period.
• Customer's use of the Services complies and will comply with Applicable Law, including the FCRA, the GLBA, the Equal Credit Opportunity Act, and all Biometric Privacy Laws.
• Customer will use the Services only for the Permitted Use and in compliance with Section 7.
• Customer will not submit End User Data for any individual who is under eighteen (18) years of age except as permitted under Section 5.3, and will never submit End User Data for any individual under thirteen (13) years of age.
• All information provided to HL Hunt in connection with registration and business verification is and will remain accurate and complete.
• Customer is not, and is not owned or controlled by, any person or entity on any sanctions list maintained by the United States Office of Foreign Assets Control or any other applicable sanctions authority.
• Customer's business, products, and services are lawful and are not of a type designated as prohibited in the Documentation.
• Customer has independently evaluated the Services and determined that they are suitable for Customer's intended use without reliance on any representation not expressly set forth in this Agreement.

17.4 Disclaimer of Warranties

Without limiting the foregoing, HL Hunt does not warrant that:

• Any Verification Output will be accurate, complete, reliable, or free of false acceptances or false rejections.
• The Services will detect any particular forged, altered, synthetic, or stolen Identity Document, or any particular impersonation, presentation attack, injection attack, or deepfake.
• The Services will prevent fraud, loss, account takeover, or unauthorized access.
• The Services will be uninterrupted, timely, secure, or error-free, or that defects will be corrected.
• Any third-party data will be accurate, complete, or current.
• The Services, as configured by Customer or otherwise, will satisfy Customer's obligations under any Applicable Law, regulatory requirement, industry standard, or contractual obligation.
• The Services will support any particular Identity Document, jurisdiction, device, browser, or operating system.

Some jurisdictions do not allow the exclusion of certain warranties, in which case the above exclusions apply to the maximum extent permitted by Applicable Law.

18.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HL HUNT OR ITS AFFILIATES, LICENSORS, SUPPLIERS, OR SUB-PROCESSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF HL HUNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF HL HUNT AND ITS AFFILIATES, LICENSORS, SUPPLIERS, AND SUB-PROCESSORS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE DPA, THE SERVICES, OR ANY VERIFICATION OUTPUT, UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE LESSER OF:

• The total fees actually paid by Customer to HL Hunt for the Services during the twelve (12) months immediately preceding the first event giving rise to the claim; or
• Twenty-Five Thousand Dollars ($25,000.00).

This limitation is cumulative and not per incident. Multiple claims shall not enlarge this limit. The existence of more than one claim shall not increase the cap.

18.3 Specific Exclusions

Without limiting Sections 18.1 and 18.2, HL Hunt shall have no liability whatsoever for:

• Any inaccuracy, error, or omission in Verification Output, including any false acceptance or false rejection.
• Any fraud, loss, theft, account takeover, unauthorized transaction, or chargeback suffered by Customer or any End User, whether or not the Services were used in connection with the relevant transaction.
• Any decision, action, or omission by Customer made in reliance on Verification Output.
• Any claim by an End User against Customer arising from Customer's verification process, Customer's decisions, or Customer's failure to obtain consent.
• Any fine, penalty, assessment, or sanction imposed on Customer by any regulator or governmental authority.
• Customer's failure to comply with Applicable Data Protection Laws, Biometric Privacy Laws, the FCRA, or any other Applicable Law.
• Any inaccuracy or unavailability of third-party data sources.
• Any Security Incident caused by Customer's systems, personnel, API Credentials, or Customer Integrations.
• Any deletion of Verification Records performed at Customer's instruction.
• Any use of Beta Features or the Sandbox.

18.4 Exceptions to Limitations

The limitations in Sections 18.1 and 18.2 shall not apply to: (a) Customer's obligation to pay fees; (b) Customer's indemnification obligations under Section 19.1; (c) Customer's breach of Sections 5, 6, 7, 9, or 13; (d) Customer's infringement or misappropriation of HL Hunt's intellectual property rights; or (e) either party's liability that cannot be limited under Applicable Law. Nothing in this Section limits any party's liability for its own fraud or willful misconduct to the extent such limitation is prohibited by Applicable Law.

18.5 Essential Basis of the Agreement

Customer acknowledges that the fees charged for the Services reflect the allocation of risk set forth in this Agreement, that HL Hunt would not provide the Services at such fees without the disclaimers, exclusions, and limitations in Sections 8, 17, 18, and 19, and that such provisions are a fundamental element of the basis of the bargain between the parties and shall apply even if any limited remedy is found to have failed of its essential purpose.

19.1 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless HL Hunt and its Affiliates and their respective officers, directors, employees, agents, licensors, sub-processors, successors, and assigns (collectively, the "HL Hunt Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, investigations, liabilities, damages, judgments, settlements, fines, penalties, losses, costs, and expenses, including reasonable attorneys' fees and costs of investigation and defense (collectively, "Losses"), arising out of or related to:

• Any actual or alleged failure by Customer to provide any notice, obtain any consent, or secure any written release required under Applicable Data Protection Laws or Biometric Privacy Laws with respect to any End User.
• Any actual or alleged violation by Customer of any Biometric Privacy Law, including any claim seeking statutory or liquidated damages thereunder, regardless of whether the claim is asserted against Customer, HL Hunt, or both.
• Any actual or alleged violation by Customer of the FCRA, the GLBA, the Equal Credit Opportunity Act, or any other Applicable Law, including any use of Verification Output in violation of Section 9.
• Any decision, action, or omission by Customer with respect to any End User, including any claim by an End User arising from Customer's verification process, denial of service, adverse action, or account decision.
• Customer's failure to provide a retention instruction required under Section 6.4 or Section 11.4.
• Customer Data, including any claim that Customer Data was unlawfully collected or infringes or misappropriates any third-party right.
• Customer's breach of Section 5, 6, 7, 9, 12.3, or 13, or any representation or warranty in Section 17.3.
• Any use of the Services by Customer, its Authorized Users, or any person using Customer's API Credentials, in violation of this Agreement or Applicable Law.
• Any Customer Integration.
• Any Security Incident caused by Customer's systems, personnel, API Credentials, or Customer Integrations.
• Customer's negligence, fraud, or willful misconduct.

Customer's obligations under this Section 19.1 are not subject to the limitations in Section 18.

19.2 Indemnification by HL Hunt

HL Hunt shall defend Customer against any claim brought by an unaffiliated third party alleging that the Services, as provided by HL Hunt and used by Customer in accordance with this Agreement, infringe a United States patent, copyright, or trademark, or misappropriate a trade secret, of such third party, and shall pay any damages finally awarded by a court of competent jurisdiction or agreed to by HL Hunt in a written settlement in connection with such claim.

19.3 Exclusions from HL Hunt Indemnity and Remedies

• HL Hunt's obligations under Section 19.2 shall not apply to any claim arising from: Customer Data; Customer Integrations; use of the Services in combination with any product, service, data, or process not provided by HL Hunt; modification of the Services by anyone other than HL Hunt; use of a superseded or deprecated version of the SDK after HL Hunt has made a non-infringing version available; use of Beta Features; use of the Services in violation of this Agreement; or Customer's continued use after notice of an alleged infringement.
• If the Services become, or in HL Hunt's opinion are likely to become, the subject of an infringement claim, HL Hunt may, at its option and expense: (a) procure for Customer the right to continue using the Services; (b) modify or replace the Services so that they become non-infringing without material loss of functionality; or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and refund any prepaid fees attributable to the period following termination.
• This Section 19.2 and 19.3 states HL Hunt's sole and exclusive liability, and Customer's sole and exclusive remedy, for any claim of infringement or misappropriation.

19.4 Indemnification Procedure

• The party seeking indemnification ("Indemnitee") shall give the indemnifying party ("Indemnitor") prompt written notice of the claim, provided that failure to give prompt notice shall relieve Indemnitor of its obligations only to the extent Indemnitor is materially prejudiced thereby.
• Indemnitor shall have sole control of the defense and settlement of the claim, provided that Indemnitor shall not settle any claim in a manner that imposes any liability or obligation on Indemnitee, or that includes an admission of fault by Indemnitee, without Indemnitee's prior written consent, which shall not be unreasonably withheld.
• Indemnitee shall provide reasonable cooperation at Indemnitor's expense and may participate in the defense with counsel of its own choosing at its own expense.
• Notwithstanding the foregoing, HL Hunt shall have the right to control the defense of any claim subject to Section 19.1 that involves allegations of HL Hunt's own conduct, with Customer bearing all costs of such defense.

20.1 Informal Resolution

Before initiating arbitration, the party asserting a dispute shall provide the other party with written notice describing the nature and basis of the dispute and the relief sought. The parties shall attempt in good faith to resolve the dispute through direct negotiation between representatives with authority to settle for a period of thirty (30) days following receipt of such notice. If the dispute is not resolved within that period, either party may initiate arbitration as provided below.

20.2 Agreement to Arbitrate

Any dispute, controversy, or claim arising out of or relating to this Agreement, the DPA, any Order Form, the Services, or the relationship between the parties, including the validity, interpretation, breach, or termination thereof and the arbitrability of any dispute, shall be resolved exclusively through final and binding arbitration rather than in court, except as provided in Section 20.6. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

20.3 Arbitration Rules and Procedures

• Arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect, except as modified by this Section.
• Arbitration shall take place in Lexington, Kentucky, or at another location mutually agreed upon by the parties, or by video conference if agreed by the parties or ordered by the arbitrator.
• The arbitration shall be conducted by a single arbitrator who is a licensed attorney with at least ten (10) years of experience in commercial or technology disputes, selected in accordance with AAA rules.
• The arbitrator shall apply the substantive law of the Commonwealth of Kentucky and the terms of this Agreement, and shall have no authority to award damages or remedies in excess of or inconsistent with the limitations in Section 18, to modify any term of this Agreement, or to award punitive or exemplary damages except to the extent such damages cannot be waived under Applicable Law.
• The arbitrator shall issue a reasoned written decision. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
• Each party shall bear its own attorneys' fees and costs and one-half of the arbitration fees, except as provided in Section 20.9 and except that the arbitrator may reallocate fees and costs to the extent a claim or defense is determined to be frivolous.
• The arbitration and all related proceedings, submissions, and awards shall be confidential, except as necessary to enforce an award or as required by Applicable Law.

20.4 Class Action Waiver

CUSTOMER WAIVES ANY RIGHT TO ASSERT CLAIMS AGAINST HL HUNT AS A REPRESENTATIVE OR MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. All claims must be brought in Customer's individual capacity. The arbitrator may not consolidate more than one party's claims and may not preside over any form of representative, class, or collective proceeding. If this class action waiver is found to be unenforceable with respect to any claim, then the agreement to arbitrate shall not apply to that claim, and that claim shall be litigated in court in accordance with Section 20.7.

20.5 Jury Trial Waiver

EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY in any action or proceeding arising out of or related to this Agreement. In the event the agreement to arbitrate is found unenforceable or inapplicable, any litigation shall be tried to a judge sitting without a jury.

20.6 Exceptions

Notwithstanding Section 20.2: (a) either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, or to enforce Sections 6, 7, 9, 13, or 14, without first engaging in informal resolution or arbitration; (b) HL Hunt may bring an action in any court of competent jurisdiction to collect unpaid fees; and (c) either party may bring an individual action in small claims court for a claim within that court's jurisdiction.

20.7 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fayette County, Kentucky, and waive any objection based on inconvenient forum.

20.8 Limitation on Claims

Any claim by Customer arising out of or related to this Agreement or the Services must be commenced within one (1) year after the claim accrues, or the claim shall be permanently barred. This limitation applies regardless of any longer statute of limitations that might otherwise apply.

20.9 Attorneys' Fees

In any action or proceeding to enforce this Agreement, to collect unpaid fees, or to enforce an arbitration award, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party.

21.1 Compliance with Laws

Each party shall comply with all Applicable Law in connection with its performance under this Agreement. Customer is solely responsible for determining whether its use of the Services is lawful in each jurisdiction in which Customer operates or in which its End Users are located.

21.2 Export Controls

The Services, SDK, and Documentation are subject to United States export control laws and regulations, including the Export Administration Regulations. Customer shall not export, re-export, transfer, or permit access to the Services in violation of such laws, including to any country, entity, or person subject to a U.S. embargo or sanctions program or on any U.S. government restricted party list.

21.3 Sanctions

Customer represents and warrants that neither Customer nor any of its owners, officers, directors, or Affiliates is a person or entity with whom U.S. persons are prohibited from dealing under any sanctions program administered by the Office of Foreign Assets Control or any other applicable authority, and that Customer will not use the Services in any manner that would cause HL Hunt to violate any sanctions law. HL Hunt may suspend or terminate the Services immediately if it determines that continued provision would violate sanctions law.

21.4 Anti-Corruption

Each party shall comply with the U.S. Foreign Corrupt Practices Act and all other applicable anti-bribery and anti-corruption laws, and neither party shall offer, pay, promise, or authorize the payment of anything of value to any government official or other person for the purpose of improperly obtaining or retaining business in connection with this Agreement.

21.5 Regulatory Inquiries

If any regulator, examiner, or governmental authority with jurisdiction over Customer requests information regarding the Services, HL Hunt shall provide reasonable cooperation, subject to HL Hunt's confidentiality obligations to other customers and to reimbursement by Customer of HL Hunt's reasonable costs. Customer shall notify HL Hunt promptly of any regulatory inquiry that references HL Hunt or the Services, and shall not make any representation to a regulator regarding HL Hunt's practices without first consulting HL Hunt.

21.6 Government Customers

If Customer is a U.S. federal, state, or local government entity, the Services are commercial items and commercial computer software, and the government's rights are limited to those set forth in this Agreement. Any additional terms required by Applicable Law for government customers must be set forth in a written Order Form executed by HL Hunt.

22.1 Right to Amend

• HL Hunt reserves the right to amend, modify, or update this Agreement, the DPA, and the Documentation at any time in its sole discretion.
• Material amendments will be communicated to Customer by posting the updated Agreement with a new effective date, by notice in the Dashboard, or by email to the administrative contact on file, at least thirty (30) days before taking effect, except that amendments required to comply with Applicable Law or to address security risks may take effect immediately upon notice.
• Continued use of the Services after the effective date of any amendment constitutes acceptance of the amended terms.
• A Customer that does not accept amended terms must discontinue use of the Services and provide written notice of termination before the effective date, in which case the prior terms shall continue to govern through the effective date of termination.
• During a committed term under an executed Order Form, amendments that materially increase Customer's obligations or materially reduce HL Hunt's obligations shall not apply to that Order Form until renewal, except for amendments required by Applicable Law.

22.2 No Oral Modifications

Except as provided in Section 22.1, this Agreement may not be modified, amended, or waived except by a written instrument signed by an authorized officer of HL Hunt. No HL Hunt employee, sales representative, support agent, or other representative has authority to modify this Agreement orally or by email, and no course of dealing or course of performance shall operate to modify this Agreement.

23.1 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent, or if modification is not possible, shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.

23.2 Waiver

No waiver of any term or condition of this Agreement shall be effective unless in writing and signed by the waiving party, and no waiver shall be deemed a further or continuing waiver of such term or any other term. HL Hunt's failure or delay in enforcing any provision shall not constitute a waiver of its right to enforce such provision in the future.

23.3 Assignment

• Customer may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder, whether by operation of law, merger, change of control, or otherwise, without HL Hunt's prior written consent. Any attempted assignment in violation of this Section is void.
• HL Hunt may freely assign this Agreement, in whole or in part, to any Affiliate or to any successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or of the business to which this Agreement relates.
• This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

23.4 Force Majeure

HL Hunt shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental actions, changes in Applicable Law, failures of third-party data sources, internet or telecommunications failures, cloud infrastructure outages, denial-of-service attacks, or other cyberattacks. Customer's payment obligations are not excused by any force majeure event.

23.5 Notices

All notices under this Agreement shall be in writing. Notices to HL Hunt must be sent to the mailing address in Section 24, with a copy by email to the legal notices address in Section 24, and are effective upon receipt. Notices to Customer may be sent to the email or mailing address associated with Customer's account or posted in the Dashboard, and are effective upon transmission to a valid email address, upon posting, or three (3) business days after mailing. Customer is responsible for keeping its contact information current.

23.6 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, franchise, or employment relationship between the parties. Neither party has authority to bind the other.

23.7 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing herein shall confer any rights or remedies upon any third party, including any End User. End Users are not third-party beneficiaries of this Agreement and have no right to enforce any provision hereof against HL Hunt.

23.8 Electronic Signatures and Records

The parties agree that this Agreement and any Order Form may be accepted and executed electronically, and that electronic signatures, click-through acceptance, and electronic records shall have the same legal effect as handwritten signatures and paper records under the Electronic Signatures in Global and National Commerce Act and applicable state law.

23.9 Interpretation

The words "include," "includes," and "including" shall be deemed to be followed by "without limitation." The word "or" is not exclusive. Headings are for convenience only and shall not affect interpretation. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of authorship. References to Sections are to Sections of this Agreement unless otherwise stated.

23.10 Counterparts

Any Order Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

23.11 Language

This Agreement is drafted in English. Any translation is provided for convenience only, and the English version shall control in the event of any conflict.