Lamina Limited Access Platform Agreement

These terms and conditions (this "Agreement") form the basis of the contract between Lamina, LLC, a Delaware limited liability company with offices located at 311 W. Monroe Street, 14th Floor, Chicago, Illinois 60606 USA ("Lamina") and the entity on whose behalf the individual accepting these terms and conditions is acting (such entity, the "Lamina Non-Subscriber Institution").

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS DOCUMENT CAREFULLY BEFORE CLICKING AN "AGREE" OR SIMILAR BUTTON OR USING THE LAMINA SOFTWARE SUITE (AS DEFINED BELOW). THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN THE LAMINA NON-SUBSCRIBER INSTITUTION AND LAMINA AND GOVERNS THE ACCESS AND USE OF THE LAMINA SOFTWARE SUITE BY THE LAMINA NON-SUBSCRIBER INSTITUTION AND ITS AUTHORIZED USERS.

THE INDIVIDUAL CLICKING AN "AGREE" OR SIMILAR BUTTON OR FIRST USING THE LAMINA SOFTWARE SUITE ON BEHALF OF THE LAMINA NON-SUBSCRIBER INSTITUTION REPRESENTS THAT HE OR SHE (A) IS DULY AUTHORIZED BY THE LAMINA NON-SUBSCRIBER INSTITUTION TO ENTER INTO THIS AGREEMENT, AND (B) HAS LEGAL POWER AND AUTHORITY TO BIND THE LAMINA NON-SUBSCRIBER INSTITUTION TO THIS AGREEMENT. IF THE LAMINA NON-SUBSCRIBER INSTITUTION DOES NOT AGREE TO ABIDE BY THIS AGREEMENT, DO NOT CLICK AN "AGREE" OR SIMILAR BUTTON AND DO NOT ACCESS OR USE THE LAMINA SOFTWARE SUITE. THE LAMINA NON-SUBSCRIBER INSTITUTION MUST ACCEPT AND ABIDE BY THIS AGREEMENT TO USE THE LAMINA SOFTWARE SUITE.

This Agreement is effective as of the earlier of the date that the Lamina Non-Subscriber Institution agrees to be bound by this Agreement or first accesses or uses the Lamina Software Suite (the "Effective Date"). Each of Lamina and the Lamina Non-Subscriber Institution are referred to herein as a "Party" and both collectively are referred as the "Parties". Terms used herein and not defined where first used have the meaning set forth in Article 1 below.

WHEREAS, Lamina provides access to multiple editions of its loan syndication and participation framework and automation software suite to assist financial institutions by facilitating and automating transactions between and among banks and other financial institutions during the lending process and subsequent servicing of loans (the "Lamina Software Suite"), including assisting such financial institutions to digitize and share transaction information and documents and automate related workflow;

WHEREAS, Lamina from time-to-time enters into Lamina Subscription Agreements with Lamina Subscriber Institutions pursuant which each such Lamina Subscriber Institution is permitted to invite financial institutions who agree to this Lamina Limited Access Platform Agreement, such as the Lamina Non-Subscriber Institution, to access and use the edition of the Lamina Software Suite identified in the Lamina Subscription Agreement solely for use in connection with Subscriber Originated Transactions originated by such Lamina Subscriber Institution; and

WHEREAS, the Lamina Non-Subscriber Institution (i) has been invited by one or more Lamina Subscriber Institutions to access and use the Lamina Software Suite in connection with Subscriber Originated Transactions originated by such Lamina Subscriber Institutions and (ii) desires to access and use the Lamina Software Suite solely in connection with such Subscriber Originated Transactions, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

"Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, single sign-on information, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Platform Services.

"Action" has the meaning set forth in Section 11.1.

"Affiliate" means, with respect to a referenced entity, any other entity that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such entity.

"Agreement" has the meaning set forth in the preamble.

"Authorized Users" means employees and independent contractors of the Lamina Non-Subscriber Institution who are authorized by a Lamina Subscriber Institution to access and use the Platform Services for the limited purpose of participating in one or more of such Lamina Subscriber Institution’s Subscriber Originated Transactions as provided in this Agreement and the Documentation.

"Beta Functionality" has the meaning set forth in 2.8.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise, and "Controlled by" and "under common Control with" have correlative meanings.

"Confidential Information" has the meaning set forth in Section 8.2.

"Data Security Schedule" has the meaning set forth in Section 6.1.

"Lamina Non-Subscriber Data" means information, data, and other content, in any form or medium, that is not Subscriber Data and is collected, downloaded, or otherwise received, directly or indirectly, (a) from the Lamina Non-Subscriber Institution or its employees or agents by or through the Platform Services; or (b) in connection with the Support Services provided by Lamina. For the avoidance of doubt, Lamina Non-Subscriber Data does not include Resultant Data or any other information reflecting the access or use of the Platform Services by or on behalf of Lamina Non-Subscriber Institution, a Lamina Subscriber Institution or any of its Authorized Users.

"Disclosing Party" has the meaning set forth in Section 8.2.

"Documentation" means any manuals, instructions, or other documents or materials that Lamina provides or makes available to Lamina Non-Subscriber Institution in any form or medium and which describe the functionality, components, features, or requirements of the Lamina Materials and Integration, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

"Effective Date" has the meaning set forth in the preamble.

"Feedback" has the meaning set forth in Section 9.5

"Force Majeure Event" has the meaning set forth in Section 14.8.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent any Authorized User or other authorized Person from accessing or using the Platform Services or Lamina Systems, other than expressly set forth in this Agreement or the Documentation.

"Indemnitee" has the meaning set forth in Section 11.3

"Indemnitor" has the meaning set forth in Section 1.3.

"Initial Term" has the meaning set forth in Section 13.1.

"Intellectual Property Rights" means all intellectual property rights of any kind, worldwide, whether or not registered or the subject of a pending application, including: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, copyrightable works, moral rights, and mask work rights; (b) trademark, service mark, trade name rights, logos, other source identifiers, and similar rights, and Internet domain name rights, together with all goodwill associated with each of the foregoing; (c) trade secret rights, and rights in know-how, software and other Confidential Information; (d) patent and industrial property rights; (e) other proprietary rights in intellectual property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, continuations, divisions, and reissues of, and applications for, any of the foregoing rights.

"Lamina" has the meaning set forth in the preamble.

"Lamina Materials" means the Services, Documentation, Access Credentials, and Lamina Systems and any and all information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Lamina or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Lamina Systems, including all right, title and interest in and to any and all modifications or improvements to, or derivative works of, any of the foregoing, whether created solely by Lamina or jointly with Lamina Non-Subscriber Institution. For the avoidance of doubt, Lamina Materials include Resultant Data and any information, data, or other content derived from Lamina's monitoring of Lamina Non-Subscriber Institution's access to or use of the Services, but do not include Subscriber Data.

"Lamina Non-Subscriber Institution" has the meaning set forth in the preamble.

"Lamina Non-Subscriber Institution Systems" means information technology infrastructure of Lamina Non-Subscriber Institution and its vendors and contractors, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Lamina Non-Subscriber Institution or through the use of third-party services.

"Lamina Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of Lamina or any Subcontractor.

"Lamina Platform" means the Lamina Software Suite that the Lamina Non-Subscriber Institution and its Authorized Users have a right to access and use pursuant to a Lamina Subscription Agreement and this Agreement, as modified following the Effective Date by Lamina as provided in the Lamina Subscription Agreement or by agreement of a Lamina Subscriber Institution and Lamina.

"Lamina Software Suite" has the meaning set forth in the preamble.

"Lamina Subscription Agreement" means the agreement between Lamina and a Lamina Subscriber Institution that authorizes such Lamina Subscriber Institution and Authorized Users to access and use an edition of the Lamina Software Suite in connection with one or more Subscriber Originated Transactions, as described in the Documentation.

"Lamina Systems" means the information technology infrastructure used by or on behalf of Lamina in performing the Platform Services, including (a) the Lamina Platform, Lamina APIs and any single sign-on capabilities; and (b) all other computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Lamina or through the use of third-party services.

"Laws" means all applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any court or tribunal of competent jurisdiction, including regulations of self-regulatory bodies.

"Open-Source Components" means any software component that is distributed or made available as "free software", "open source software", "shareware" or under a similar licensing or distribution model, including software licensed, provided, or distributed under any open source license, including any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Foundation (as promulgated by the Free Software Foundation) or any software or other materials that contain, link to, are bundled with or derived from any such software (including derivative works of such software component to the extent such derivative works are subject to the open source terms and conditions applicable to such software component).

"Party" has the meaning set forth in the preamble.

"Parties" has the meaning set forth in the preamble.

"Permitted Use" means the access and use of the Lamina Platform by Lamina Non-Subscriber Institution’s Authorized Users in connection with one or more Subscriber Originated Transaction(s) after the applicable Lamina Subscriber Institution invites Lamina Non-Subscriber Institution to participate in such Subscriber Originated Transaction(s) as provided in this Agreement and the Documentation.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Personal Data" has the meaning set forth in the Privacy Schedule.

"Platform Services" means the services provided via the Lamina Platform as described in this Agreement and the Documentation.

"Privacy Schedule" has the meaning set forth in Section 6.6.

"Receiving Party" has the meaning set forth in Section 8.2.

"Renewal Term" has the meaning set forth in Section 13.2.

"Representatives" means, with respect to a Party, that Party's and its Affiliates' employees, officers, directors, agents, contractors, and legal advisors.

"Resultant Data" means data and information related to the use of the Services that is used by Lamina in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

"Services" means the Platform Services and Support Services, collectively.

"Subcontractor" has the meaning set forth in Section 2.5.

"Lamina Subscriber Institution" means a financial institution that has entered into a Lamina Subscription Agreement with Lamina authorizing such financial institution to access and use an edition of the Lamina Software Suite in connection with loan transactions originated by such financial institution, as described in the Documentation, and who has invited the Lamina Non-Subscriber Institution to participate in Subscriber Originated Transactions.

"Subscriber Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, (a) from an Authorized User by or through the Platform Services in connection with a Subscriber Originated Transaction; or (b) in connection with the Support Services provided by Lamina. For the avoidance of doubt, Subscriber Data does not include Resultant Data or any other information reflecting the access or use of the Platform Services by or on behalf of Lamina Non-Subscriber Institution, Subscriber or any of its Authorized Users.

"Subscriber Originated Transaction" means an actual or potential loan transaction originated by a Lamina Subscriber Institution as described in the Documentation.

"Support Services" has the meaning set forth in Article 5.

"Support & Availability Schedule" has the meaning set forth in Article 6.

"Term" has the meaning set forth in Section 13.2.

"Territory" means the United States of America.

"Third-Party Materials" means materials and information, in any form or medium, including any Open-Source Components or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Lamina.

2. Services.

2.1 Access and Use of Platform Services. Subject to and conditioned on Lamina Non-Subscriber Institution's compliance with the terms and conditions of this Agreement and each Lamina Subscriber Institution who has invited Lamina Non-Subscriber Institution to participate in Subscriber Originated Transaction(s) complying with the terms and conditions of its Lamina Subscription Agreement, the Lamina Non-Subscriber Institution when authorized by a Lamina Subscriber Institution in accordance with the Documentation may access and use the Platform Services within the Territory solely for the purpose of participating in the Subscriber Originated Transaction(s) identified by such Lamina Subscriber Institution in accordance with the terms and conditions hereof and the Documentation.

2.2 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the Parties,:

(a) Lamina has and will retain sole control over the operation, provision, maintenance and management of the Lamina Materials; and

(b) Lamina Non-Subscriber Institution has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Lamina Non-Subscriber Institution Systems, and sole responsibility for all access to and use of the Lamina Materials by any Person by or through the Lamina Non-Subscriber Institution Systems or any other means controlled by Lamina Non-Subscriber Institution, including any: (i) information, instructions, or materials provided by any of them to the Services or Lamina; (ii) results obtained from any use of the Lamina Materials; and (iii) conclusions, decisions, or actions based on such use.

2.3 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Lamina Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Lamina Materials, and the Third-Party Materials are and will remain with Lamina and the respective rights holders in the Third-Party Materials.

2.4 Changes. Lamina reserves the right, in its sole discretion, to make any changes to the Lamina Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Lamina's services; (ii) the competitive strength of or market for Lamina's services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law.

2.5 Subcontractors. Lamina may from time-to-time in its discretion engage third Parties to perform Services (each, a "Subcontractor").

2.6 Suspension or Termination of Services. Lamina may, directly or indirectly, and by use the use of any other lawful means, suspend, terminate, or otherwise deny Lamina Non-Subscriber Institution, any Lamina Subscriber Institution, any Authorized User, or any other Person access to or use of all or any part of the Lamina Materials, without incurring any resulting obligation or liability, if: (a) Lamina receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Lamina to do so; or (b) Lamina believes, in its reasonable discretion, that: (i) a Lamina Subscriber Institution, Lamina Non-Subscriber Institution, or any Authorized User has failed to comply with any term of the applicable agreement with Lamina, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized by Lamina or in any manner that does not comply with any instruction or requirement of the Documentation; (ii) Lamina Subscriber Institution, Lamina Non-Subscriber Institution, or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section does not limit any of Lamina's other rights or remedies, whether at Law, in equity, or under this Agreement.

2.7 Beta Functionality. Lamina may from time-to-time offer to Lamina Non-Subscriber Institution the opportunity to participate in the evaluation and testing of certain functionality of the Lamina Platform or new products or services that Lamina has not made commercially available and that is still being tested and evaluated by Lamina ("Beta Functionality"). If Lamina Non-Subscriber Institution agrees to participate in the evaluation and testing of Beta Functionality, Lamina Non-Subscriber Institution acknowledges and agrees that any Beta Functionality (a) has not been made commercially available and is not supported; (b) may not operate properly or be in final form or fully functional; (c) may contain errors, design flaws or other problems; (d) may not be made fully functional or released for commercial use; and (e) may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss. NOTWITHSTANDING ANYTHING TO THE CONTRARY, LAMINA NON-SUBSCRIBER INSTITUTION AGREES THAT BETA FUNCTIONALITY IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LAMINA SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO BETA FUNCTIONALITY, UNLESS SUCH EXCLUSION OF LIABILITY IS UNENFORCEABLE, IN WHICH CASE LAMINA'S AGGREGATE LIABILITY FOR ALL BETA FUNCTIONALITY SHALL NOT EXCEED $1,000. For clarity, the foregoing provisions of this Section shall not limit any exclusion or limitation of liability set forth elsewhere in this Agreement but shall prevail to the extent the foregoing conflicts with any other provisions of this Agreement.

3. Use Restrictions; Third-Party Integrations.

3.1 Use Restrictions. Lamina Non-Subscriber Institution shall not, and shall not permit any other Person to, access or use the Lamina Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Lamina Non-Subscriber Institution shall not, except as this Agreement expressly permits:

(a) copy, modify, or create derivative works or improvements of the Lamina Materials;

(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Lamina Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Lamina Materials, in whole or in part;

(d) bypass or breach any security device or protection used by the Lamina Materials or access or use the Lamina Materials (i) other than by an Authorized User through the use of his or her own then valid Access Credentials; or (ii) in a way that circumvents a contractual or technical access or usage limits;

(e) input, upload, transmit, or otherwise provide to or through the Platform Services or Lamina Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

(f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Platform Services, Lamina Systems, or Lamina's provision of services to any third party, in whole or in part;

(g) remove, delete, alter, or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Lamina Materials, including any copy thereof;

(h) access or use the Lamina Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other user of the Lamina Software Suite), or that violates any applicable Law;

(i) access or use the Lamina Materials for purposes of competitive analysis, the development, provision, or use of a competing software service or product or any other purpose that is to Lamina's detriment or commercial disadvantage; or

(j) otherwise access or use the Lamina Materials beyond the scope of the authorization granted under this Article 3.

4. Lamina Non-Subscriber Institution Obligations.

4.1 Loan Origination Activities.

(a) Lamina Non-Subscriber Institution acknowledges and agrees that Lamina and its Affiliates are not responsible in any manner for (i) the content of any agreements or documents associated with any loan transaction, including any Subscriber Originated Transactions; (ii) the performance by any party of its obligations related to a loan transaction (including Subscriber Originated Transactions) or the enforcement of its rights thereunder; (iii) the negotiation of any agreements associated with a loan transactions, including any Subscriber Originated Transactions; (iv) any loans associated with any loan transaction, including any Subscriber Originated Transactions, or (v) any other lending activity of a Lamina Subscriber Institution, a Lamina Non-Subscriber Institution or any third-party.

(b) Lamina Non-Subscriber Institution acknowledges and agrees that, as between Lamina Non-Subscriber Institution and Lamina, Lamina Non-Subscriber Institution is solely responsible for providing that all activities conducted by Lamina Non-Subscriber Institution in connection with any Subscriber Originated Transactions are in compliance with all applicable Laws and policies of Lamina Non-Subscriber Institution, including all activities associated with Subscriber Originated Transactions made available by or on behalf of Lamina Non-Subscriber Institution using the Lamina Platform and all disclosures and documents required in connection with such activities.

4.2 Lamina Non-Subscriber Institution Systems and Cooperation. Lamina Non-Subscriber Institution shall at all times during the Term: (a) set-up, maintain, and operate in good repair (or cause the set-up, maintenance and operation in good repair), and in accordance with the Documentation, all Lamina Non-Subscriber Institution Systems on or through which the Platform Services are accessed or used by or on behalf of Lamina Non-Subscriber Institution; (b) provide Lamina Personnel with such access to Lamina Non-Subscriber Institution's premises and Lamina Non-Subscriber Institution Systems as is necessary for Lamina to perform the Platform Services in accordance with the Documentation; (c) provide all cooperation and assistance as Lamina may reasonably request to enable Lamina to exercise its rights and perform its obligations under and in connection with this Agreement; and (d) maintain redundant data archives for all Lamina Non-Subscriber Data stored on the Lamina Platform.

4.3 Effect of Lamina Non-Subscriber Institution Failure or Delay. Lamina is not responsible or liable for any delay or failure of performance caused in whole or in part by delay in performing, or failure to perform, any of the obligations of Lamina Non-Subscriber Institution or a Lamina Subscriber Institution under this Agreement.

4.4 Corrective Action and Notice. If Lamina Non-Subscriber Institution becomes aware of any actual or threatened activity prohibited by Article 3, Lamina Non-Subscriber Institution shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Lamina Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Lamina of any such actual or threatened activity.

5. Service Support. The Services include Lamina's standard support services policy institutions receiving limited access to the Platform Services, such as Lamina Non-Subscriber Institution, as described on the Lamina support services and availability schedule https://www.laminafs.com/supportandavailability if and to the extent provided in the Documentation (the "Lamina Support & Availability Schedule"), subject to the terms and conditions of the Support & Availability Schedule and this Agreement.

6. Data Security, Data Backup and Privacy.

6.1 Information Security. The Lamina information security program in effective on the Effective Date is described on https://www.laminafs.com/personaldataprocessing (as modified from time-to-time by Lamina, the "Data Security Schedule")

6.2 Lamina Non-Subscriber Institution Control and Responsibility. Lamina Non-Subscriber Institution has and will retain sole responsibility for: (a) all content of the Lamina Non-Subscriber Data and use of Lamina Non-Subscriber Data by or on behalf of Lamina Non-Subscriber Institution, any Lamina Subscriber Institution or Authorized Users; (b) all information, instructions, and materials provided by or on behalf of Lamina Non-Subscriber Institution or any Authorized User who are employees or contractors of Lamina Non-Subscriber Institution in connection with the Services; (c) the Lamina Non-Subscriber Institution Systems; (d) the security and use of Access Credentials by Lamina Non-Subscriber Institution or any of its employees or contractors; and (e) all access to and use of the Services and Lamina Materials directly or indirectly by or through the Lamina Non-Subscriber Institution Systems or Access Credentials by it or its employees or contractors, with or without Lamina Non-Subscriber Institution's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

6.3 Access and Security. Lamina Non-Subscriber Institution shall employ commercially reasonable physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Lamina Non-Subscriber Data, including the uploading or other provision of Lamina Non-Subscriber Data for processing by the Platform Services.

6.4 Data Backup. The Lamina Systems are programmed to perform routine backups of the Lamina Platform as set out in Lamina's backup policy described in the Documentation, as modified by Lamina from time-to-time. However, the Services do not replace the need for Lamina Non-Subscriber Institution and Lamina Subscriber Institutions to maintain regular data backups or redundant data archives. LAMINA NON-SUBSCRIBER INSTITUTION REMAINS RESPONSIBLE FOR MAINTAINING BACKUP COPIES OF ALL LAMINA NON-SUBSCRIBER DATA STORED ON THE LAMINA PLATFORM AND OBTAINING DATA FROM LAMINA SUBSCRIBER INSTITUTIONS AS REQUIRED TO MEET APPLICABLE LAWS AND THE POLICIES OF LAMINA NON-SUBSCRIBER INSTITUTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY, LAMINA AND ITS VENDORS AND CONTRACTORS HAVE NO LIABILITY OF ANY KIND TO THE EXTENT RESULTING FROM THE INABILITY TO RECOVER LAMINA NON-SUBSCRIBER DATA, SUBSCRIBER DATA OR ANY OTHER DATA.

6.5 Harmful Code. Each Party shall reasonably cooperate with the other Party and take commercially reasonable actions and precautions to prevent the introduction and proliferation of Harmful Code into the systems of the other Party used in connection with this Agreement.

6.6 Privacy Schedule. The Parties will comply with data processing addendum set forth on https://www.laminafs.com/privacy (the "Privacy Schedule").

7. No Fees. The Lamina Non-Subscriber Institution is not responsible for payment of any fees for use of the Lamina Services as provided in this Agreement.

8. Confidentiality.

8.1 Customer Authorized Participating Institutions. Lamina Non-Subscriber Institution acknowledges and agrees that it is responsible for entering into appropriate confidentiality agreements with the Lamina Subscriber Institutions as Lamina Non-Subscriber Institution deems necessary in connection with all loan or other transactions between the Lamina Non-Subscriber Institution and a Lamina Subscriber Institution. The provisions of this Article 8 govern only the confidentiality rights and obligations as between Lamina Non-Subscriber Institution and Lamina.

8.2 Confidential Information. In connection with this Agreement each of Lamina Non-Subscriber Institution and Lamina (the "Disclosing Party") may disclose or make available Confidential Information to the other Party (the "Receiving Party"). Subject to Section 8.3, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that relates to a Party's past, present, or future research, development, business activities, products, services, trade secrets or technical knowledge and that is reasonably discernable as the confidential information of such Party, in each case whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing, as between and Lamina Non-Subscriber Institution, all Lamina Materials are the Confidential Information of Lamina. For clarity, Confidential Information shall not include Personal Data.

8.3 Exclusions. Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

8.4 Protection of Confidential Information.

(a) As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

(i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;

(ii) except as may be permitted by and subject to its compliance with Section 8.5, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 8.4; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Article 8;

(iii) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and

(iv) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Article 8.

(b) For clarity, the Receiving Party's obligations under this Article 8 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

8.5 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 8.4; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 8.5, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.

8.6 Disclosure of Agreement. This Agreement shall be the confidential information of each Party, provided, however that Lamina shall have the right to disclose the terms of such agreements in connection with any potential merger, sale or acquisition of Lamina or its Affiliates, or a sale or transfer of a portion of the business of Lamina or in connection with Lamina obtaining any financing or investment. In addition, each Party shall have the right to reasonably disclose the terms of this Agreement as required by rules or regulations promulgated by any governmental entity or regulatory body having jurisdiction over such Party in any jurisdiction, provided that such Party shall provide prior notice to the Disclosing Party of such disclosure if permitted by Law. The Party so disclosing the terms of such agreements to any such governmental entity or regulatory body will use commercially reasonable efforts to redact the Confidential Information of the other Party within a timeframe that permits the disclosing Party to comply with applicable Laws.

9. Intellectual Property Rights.

9.1 Lamina Materials. All right, title, and interest in and to the Lamina Materials, including all Intellectual Property Rights therein, are and will remain with Lamina and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Lamina Non-Subscriber Institution has no right, license, or authorization with respect to any of the Lamina Materials except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 3.1. All other rights in and to the Lamina Materials are expressly reserved by Lamina. In furtherance of the foregoing, Lamina Non-Subscriber Institution hereby unconditionally and irrevocably grants to Lamina an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

9.2 Lamina Non-Subscriber Data. As between Lamina Non-Subscriber Institution and Lamina, the Lamina Non-Subscriber Institution is and will remain the sole and exclusive owner of all right, title, and interest in and to all Lamina Non-Subscriber Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 9.3.

9.3 Consent to Use Lamina Non-Subscriber Data.

(a) Lamina Non-Subscriber Institution hereby irrevocably grants all such rights and permissions in or relating to Lamina Non-Subscriber Data as are necessary or useful for a Lamina Subscriber Institution and any Authorized User to access and use the Platform Services in connection with Subscriber Originated Transactions following Lamina Non-Subscriber Institution's election to participate in such Subscriber Originated Transactions as provided in the Documentation.

(b) Lamina Non-Subscriber Institution hereby irrevocably grants all such rights and permissions in or relating to Lamina Non-Subscriber Data as are necessary or useful to Lamina, its Subcontractors, and the Lamina Personnel (a) to enforce this Agreement and exercise Lamina's, its Subcontractors', and the Lamina Personnel's rights and perform Lamina's, its Subcontractors', and the Lamina Personnel's obligations hereunder; and (b) to conduct, or caused to be conducted on Lamina's behalf, internal research and development activities to develop and improve products and services offered or proposed to be offered by Lamina, including the Lamina Platform; provided that Lamina will not use Personal Data to conduct such internal research and development activities.

9.4 Subscriber Data. As between and among Lamina Non-Subscriber Institution, Lamina and the Subscriber, the applicable Lamina Subscriber Institution is and will remain the sole and exclusive owner of all right, title, and interest in and to all Subscriber Data, including all Intellectual Property Rights relating thereto.

9.5 Feedback. Lamina Non-Subscriber Institution has no obligation to provide Lamina any feedback or suggestions related to Lamina's products or services (collectively, "Feedback"). To the extent Lamina receives any Feedback from Lamina Non-Subscriber Institution, Lamina may use and include any Feedback that Lamina Non-Subscriber Institution chooses to provide to improve such products or services. Accordingly, if Lamina Non-Subscriber Institution provides Feedback, Lamina Non-Subscriber Institution hereby assigns to Lamina any Feedback and agrees that Lamina and its Affiliates, Lamina Non-Subscriber Institutions, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in any manner.

10. Representations and Warranties.

10.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

(a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;

(b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;

(c) the execution of this Agreement by its representative who entered into this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and

(d) when entered into by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

10.2 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS ARTICLE 10, ALL SERVICES AND THE LAMINA MATERIALS ARE PROVIDED "AS IS." PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, LAMINA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LAMINA NON-SUBSCRIBER INSTITUTION'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN LAMINA NON-SUBSCRIBER INSTITUTION AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

11. Indemnification.

11.1 Lamina Indemnification. Subject to the terms of the Agreement, Lamina shall defend Lamina Non-Subscriber Institution and its Affiliates and their directors, officers and employees from and against any claim, suit, action or proceeding (each, an "Action") by a third party (other than an Affiliate of Lamina Non-Subscriber Institution), and pay any costs or damages that may be finally awarded against Lamina Non-Subscriber Institution, to the extent that such Action arises from an allegation that Lamina Non-Subscriber Institution's use of the Services (excluding Lamina Non-Subscriber Data and Third-Party Materials) in accordance with this Agreement (including the Documentation) in the Territory infringes any Intellectual Property Right of such third party in the Territory. The foregoing obligation does not apply to the extent that such Action or such costs or damages arise from any allegation of or relating to any:

(a) Open-Source Components or other Third-Party Materials;

(b) patent issued on a patent application published after the Effective Date;

(c) incorporation by the Lamina Platform of, or combination, operation or use of the Lamina Platform in or with, any technology (including any software, hardware, firmware, system or network) or service not provided by Lamina;

(d) modification of the Lamina Platform other than: (i) by Lamina in connection with the Agreement; or (ii) with Lamina's express written authorization and in strict accordance with Lamina's written directions and specifications;

(e) failure to timely implement any modification, update or replacement of the Lamina Platform or Services made available to Lamina Non-Subscriber Institution;

(f) use of the Lamina Platform or the Services after Lamina's notice to Lamina Non-Subscriber Institution of such activity's alleged or actual infringement, misappropriation or other violation of a third party's rights;

(g) negligence, abuse, misapplication or misuse of the Lamina Platform, Services or Documentation by or on behalf of Lamina Non-Subscriber Institution, Lamina Non-Subscriber Institution's Representatives or a third party;

(h) use of the Lamina Platform, Services or Documentation by or on behalf of Lamina Non-Subscriber Institution that is outside the purpose, scope or manner of use authorized by the Agreement or in any manner contrary to Lamina's instructions;

(i) events or circumstances outside of Lamina's commercially reasonable control (including any third-party hardware, software or system bugs, defects or malfunctions); or

(j) Action or costs or damages for which Lamina Non-Subscriber Institution is obligated to indemnify Lamina pursuant to Section 11.2 (Lamina Non-Subscriber Institution Indemnification) below.

11.2 Lamina Non-Subscriber Institution Indemnification. Lamina Non-Subscriber Institution shall defend Lamina and its Affiliates and their directors, officers and employees from and against any Action by a third party (other than an Affiliate of Lamina), and pay any costs or damages that may be finally awarded against Lamina, to the extent that such Action arises from an allegation:

(a) that any Intellectual Property Right or other right of any Person, or any Law, is or will be infringed, misappropriated or otherwise violated by any:

(i) use or combination of the Lamina Platform by or on behalf of Lamina Non-Subscriber Institution or any of its Representatives with any hardware, software, system, network, service or matter whatsoever that is neither provided by Lamina nor authorized by Lamina pursuant to this Agreement; or

(ii) information, materials or technology or other matter whatsoever directly or indirectly provided by Lamina Non-Subscriber Institution or directed by Lamina Non-Subscriber Institution to be installed, combined, integrated or used with, as part of, or in connection with the Lamina Platform or Services; or

(b) of or relating to use by or on behalf of Lamina Non-Subscriber Institution or any of its Representatives of the Lamina Platform or Services in connection with this Agreement or the Documentation that is not subject to Section 11.1 and has not resulted from Lamina's breach of the Agreement.

11.3 Indemnification Procedure. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to this Article 11. The Party seeking indemnification (the "Indemnitee") shall cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 11.3 will not relieve the Indemnitor of its obligations under this Article 11 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

11.4 Mitigation. If the Lamina Platform or Services, or any part of the Lamina Platform or Services, are, or in Lamina's opinion are likely to, infringe, misappropriate or otherwise violate any third-party intellectual property right, or if Lamina Non-Subscriber Institution's use of the Lamina Platform or Services is enjoined, Lamina may, at its option and sole cost and expense:

(a) obtain the right for Lamina Non-Subscriber Institution to continue to use the Services as contemplated by the Agreement in all material respects;

(b) modify or replace the Services or Lamina Platform, in whole or in part, to seek to make the Services or Lamina Platform non-infringing, while providing materially equivalent features and functionality, and such modified or replacement software will constitute the Services or Lamina Platform, as applicable, under the Agreement; or

(c) if none of the remedies set forth in Section 11.4(a) or (b) is reasonably available to Lamina, Lamina may terminate the Agreement, in its entirety or with respect to the affected part or feature of the Lamina Platform, effective immediately on written notice to Lamina Non-Subscriber Institution, in which event Lamina Non-Subscriber Institution shall cease all use of the Services, Lamina Platform and Documentation immediately on receipt of Lamina Non-Subscriber Institution's notice.

11.5 Sole Remedy. THIS ARTICLE 8 SETS FORTH LAMINA NON-SUBSCRIBER INSTITUTION'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THE LAMINA MATERIALS (INCLUDING THE LAMINA PLATFORM, DOCUMENTATION AND SERVICES) INFRINGES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

12. Limitations of Liability.

12.1 EXCLUSION OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 12.3, IN NO EVENT WILL LAMINA OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) LOSS OF USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE OR ANY LOSS ASSOCIATED WITH A LOAN TRANSACTION; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (C) COST OF REPLACEMENT GOODS OR SERVICES; (D) LOSS OF GOODWILL OR REPUTATION; OR (E) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12.2 CAP ON MONETARY LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 12.3, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF LAMINA AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED $10,000. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.3 Exceptions. The exclusions and limitations in Section 12.1 and Section 12.2 do not apply to Lamina's obligations under Section 11.1 or liability for Lamina's gross negligence or willful misconduct.

13. Term and Termination.

13.1 Initial Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement's express provisions, will continue in effect until the first anniversary of the Effective Date (the "Initial Term").

13.2 Renewal Term. This Agreement will automatically renew for additional successive twelve-month terms until earlier terminated pursuant to this Agreement's express provisions or a Party giving the other Party written notice of non-renewal at least 90 days prior to the expiration of the then-current term (each a "Renewal Term" and, collectively, together with the Initial Term, the "Term").

13.3 Termination. In addition to any other express termination right set forth elsewhere in this Agreement:

(a) Either Party may terminate this Agreement, at any time upon not less than thirty days' written notice to the other Party;

(b) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured for 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; and

(c) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

13.4 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:

(a) all rights, licenses, consents, and authorizations granted by either Party to the other hereunder will immediately terminate;

(b) Lamina shall immediately cease all use of any Lamina Non-Subscriber Institution's Confidential Information and (i) promptly return to Lamina Non-Subscriber Institution or destroy all documents and tangible materials containing, reflecting, incorporating, or based on Lamina Non-Subscriber Institution's Confidential Information; and (ii) permanently erase all Lamina Non-Subscriber Institution's Confidential Information from all systems Lamina directly or indirectly controls, provided that, for clarity, Lamina's obligations under this Section 13.4(b) do not apply to any Resultant Data;

(c) Lamina Non-Subscriber Institution shall immediately cease all use of the Lamina Materials and (i) promptly (but in any event within 30 days) return to Lamina, or at Lamina's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Lamina Materials or Lamina's Confidential Information; and (ii) permanently erase all Lamina Materials and Lamina's Confidential Information from all systems Lamina Non-Subscriber Institution directly or indirectly controls; and (iii) certify to Lamina in a signed written instrument that it has complied with the requirements of this Section 13.4(c);

(d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control upon termination or expiration of this Agreement: (i) the Receiving Party may retain the Disclosing Party's Confidential Information; and (ii) Lamina may retain Lamina Non-Subscriber Data; (iii) Lamina Non-Subscriber Institution may retain Lamina Materials, in the case of each of subclause (i), (ii) and (iii) in its then current state and solely to the extent and for so long as required by applicable Law; (iv) Lamina may also retain Lamina Non-Subscriber Data in accordance with Lamina's document retention policy to the extent applicable to the Lamina Non-Subscriber Data and retain the Lamina Non-Subscriber Data in accordance with its backups, archives, and disaster recovery systems until such Lamina Non-Subscriber Data is deleted in the ordinary course; and (v) all information and materials described in this Section 13.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; and

(e) Lamina may disable all Lamina Non-Subscriber Institution and its employees and contractors access to the Lamina Materials.

13.5 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3.1, Section 8, Section 9, Section 10.2, Article 11, Article 12, Section 13.4, this Section 13.5, and Article 14.

14. Miscellaneous.

14.1 Further Assurances. On a Party's reasonable request, the other Party shall, at the requesting Party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

14.2 Non-Solicitation. During the term of this Agreement, and for a period of six (6) months following the expiration or termination hereof, neither Party will, directly or indirectly, solicit, negotiate, engage, employ, or offer employment to, the personnel or contractor of the other Party and involved in any respect with the Services or the performance of this Agreement. In the event of a breach of this Section, the breaching Party shall pay compensation to the non-breaching Party in the form of liquidated damages equal to the greater of one year's total compensation either: (a) offered to the personnel or contractor by the breaching Party; or (b) paid or payable to the personnel or contractor by the non-breaching Party during the most recent year the personnel or contractor is engaged or employed. This provision will not apply in the event an employee or independent contractor is hired as result of responding to an open advertisement not directed specifically at the other Party's personnel or contractors.

14.3 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

14.4 Public Announcements. Neither Party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other Party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, provided, however, that Lamina may, without Lamina Non-Subscriber Institution's consent, include Lamina Non-Subscriber Institution's name and other indicia in its lists of Lamina's current or former Lamina Non-Subscriber Institutions of Lamina in promotional and marketing materials.

14.5 Notices. Any notices given pursuant to this Agreement shall be in writing, delivered via registered mail, overnight mail, courier, or personal delivery, (a) if to Lamina, to the address set forth in the first paragraph of this Agreement; and (b) if to Lamina Non-Subscriber Institution, at Lamina Non-Subscriber Institution's address has shown on Lamina's then current records. A copy of notices to Lamina shall also be sent to the attention of "Legal Counsel" at the address set forth in the first paragraph of this Agreement. Notices sent in accordance with this Section 14.5 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (c) on the fifth day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

14.6 Entire Agreement. This Agreement, together with any other documents expressly incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related addenda, exhibits, schedules, attachments, and appendices (other than an exception expressly set forth as such therein) and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its addenda, exhibits, schedules, attachments, and appendices; (b) second, the addenda, exhibits, schedules, attachments, and appendices to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.

14.7 Assignment. Except as expressly set forth in this Agreement, Lamina Non-Subscriber Institution shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of Law, or otherwise, without Lamina's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Lamina Non-Subscriber Institution (regardless of whether Lamina Non-Subscriber Institution is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Lamina's prior written consent is required. No assignment, delegation, or transfer will relieve Lamina Non-Subscriber Institution of any of its obligations or performance under this Agreement. Lamina may assign this Agreement without the consent of Lamina Non-Subscriber Institution and, provided such assignee assumes all obligations and liabilities of Lamina associated with this Agreement, Lamina will thereafter have no obligations or liabilities pursuant to this Agreement and all references to "Lamina" shall refer to such assignee following such assignment. Any purported assignment, delegation, or transfer in violation of this Section 14.7 void. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective successors and permitted assigns.

14.8 Force Majeure.

(a) No Breach or Default. In no event will either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control (a "Force Majeure Event"), including (i) acts of God; (ii) flood, fire, earthquake, epidemics or pandemics, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, Law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power or transportation facilities.

(b) Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

14.9 No Third-Party Beneficiaries. Notwithstanding anything to the contrary, this Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement, including any Lamina Subscriber Institution.

14.10 Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement and signed by each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

14.11 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

14.12 Management Escalation. Except with respect to a Party's payment obligations or a breach of confidentiality or Intellectual Property Rights, the Parties shall use commercially reasonable efforts to resolve any and all disputes through negotiation and management escalation. The Parties shall first attempt to resolve any dispute through negotiations of their service managers. Either Party may escalate the resolution of a dispute to their respective senior management personnel upon written notice to the other Party.

14.13 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal Laws of the State of New York without giving effect to any choice or conflict of Law provision or rule that would require or permit the application of the Laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts located in New York City of the State of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. Except relating to a Party's payment obligations or a breach of confidentiality or Intellectual Property Rights, no action, regardless of form, arising out of or related to this Agreement or the licenses granted hereunder may be brought by either Party more than one year after the cause of action has accrued.

14.14 Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

14.15 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 9 or, in the case of Lamina Non-Subscriber Institution, Section 3 or Section 6.3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at Law, in equity, or otherwise.

14.16 Interpretation. For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; (e) words denoting any gender include all genders and (f) the headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. Unless the context otherwise requires, references in this Agreement: (x) to addenda, sections, exhibits, schedules, attachments, and appendices mean the sections of, and addenda, exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time-to-time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time-to-time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

14.17 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.