COINME EMBEDDED CRYPTO SERVICES AGREEMENT This Embedded Crypto Services Agreement (the “Agreement”) is entered into between Coinme Inc., a corporation organized and existing under the laws of Delaware, with its principal place of business located at 113 Cherry Street, Suite 77544, Seattle, WA 98104-2205 (“Coinme”), and __________________, a __________________ corporation, with its principal place of business located at _______________ (“Customer”) and is effective as of ________________2022 (“Effective Date”). Coinme and Customer may be referred to collectively as “Parties”, and each individually as a “Party.” WHEREAS, Coinme is a digital currency exchange that provides a platform for trading digital currencies; WHEREAS, Customer provides payment and settlement services to Users that enable Users to transfer funds to designated accounts and recipients; WHEREAS, the Customer wishes to expand its services to allow for the provision of the Digital Asset Exchange Services to its Users. NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows: DEFINITIONS “Affiliate” means any person or entity (now or in the future) directly or indirectly controlling, controlled by or under common control with a Party, where “control” means the possession, directly or indirectly, of the power to independently direct or cause the direction of the management and policies of an entity, whether through ownership of fifty percent or more (50%) of the stock or other equity interests entitled to vote for representation on its board of directors, or body performing similar functions, by contract or otherwise. “Agreement” has the meaning set forth in the Preamble. “API” means application programming interface. “Applicable Law” means each of the following, including any updates thereto, if and only to the extent applicable to a Party: (i) the bylaws, operating rules and regulations, and governing circulars or similar periodic updates of any payment network which is utilized in connection with the Services; (ii) any applicable rule, requirement, or operational or technical standard of the National Automated Clearinghouse Association or other generally recognized self-regulatory organization, including the Payment Card Industry Data Security Standard (“PCI DSS”); and (iii) any and all federal, state, local, or foreign laws, treaties, rules, regulations, regulatory guidance, directives, policies, orders or determinations of (or agreements with), and mandatory written direction from (or agreements with), any federal, state, or local government agency or other Government Agency, including export laws, sanctions regulations, and all federal and state statutes or regulations relating to stored value, money transmission, unclaimed property, payment processing, telecommunications, unfair or deceptive trade practices or acts, anti-corruption, trade compliance, anti-money laundering, terrorist financing, “know your customer,” privacy, data security and the Data Protection Laws. “Brand Features” of a Party means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features, graphic images, and icons owned, licensed or used by a Party. “Business Day” means any day except Saturday, Sunday, and any day in each respective country in the Territory (with respect to the Services provided only in that country) which is a legal holiday or a day on which banking institutions are authorized or required by Applicable Law or other government action to close. “Change of Control” means the occurrence of any of the following: (a) any person, including any entity, acquires “Beneficial Ownership” (as defined under Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934, and each such person, a “Beneficial Owner”), directly or indirectly, of 50% or more of the combined voting power of the then-outstanding voting securities of a Party entitled to vote generally in the election of directors (“Outstanding Corporation Voting Stock”); (b) the consummation of a business combination pursuant to which either (A) the persons that were the Beneficial Owners of the Outstanding Corporation Voting Stock immediately prior to such business combination Beneficially Own, directly or indirectly, less than 50% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of the entity resulting from such business combination, or (B) any person Beneficially Owns, directly or indirectly, 50% or more of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or equivalent) of the entity resulting from such business combination; (c) the adoption of a plan relating to the liquidation of a Party; or (d) the sale of substantially all of a Party’s assets to which the Agreement relates, or similar transaction. “Chargebacks” means the amount of a Digital Asset Purchase when a User disputes with their credit or debit card provider a Digital Asset Purchase initiated on Customer Platform which the credit or debit card provider requires to be repaid. “Coinme Data” means (i) data or information about Coinme, a User, or a Transaction, provided by or on behalf of Coinme to Customer in connection with the Agreement; and (ii) data and information provided by or on behalf of Coinme to Customer through use of the Customer Technology or Coinme Technology. “Coinme Products” means the features, services, products, and digital wallet, including mobile versions and mobile applications thereof, that Coinme makes available through any or all of Coinme’s or its Affiliates’ hardware, software, websites, services, or other products of any type, whether presently existing or later developed, that are developed or marketed in whole or in part by or for Coinme or its Affiliates. “Coinme Service” means Coinme’s provision of services to Users consisting of the exchange of Digital Assets to and from fiat currency. “Coinme Technology” means Coinme’s APIs, SDKs, applications, technical integrations, other technology, any documentation related thereto, and any updates or modifications to any of the foregoing that Coinme provides or makes available to Customer under the Agreement. “Controller” means the Party which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data, or as may further be defined under applicable Data Protection Laws. “Customer APIs” means all APIs, data feeds, or other sources that supply data or information, that are created or modified by Customer or any of its Service Providers from time to time and which enable Coinme to interface with Customer in connection with Users’ use of the Coinme Services, and Customer’s performance of its obligations hereunder, including any API or data or information feed that is used by Customer to provide Coinme with data or information regarding Access Points, the Applicable FX Rate, the Code, requests to approve Transactions, and confirmation of completed Transactions. “Customer Data” means (i) data or information about Customer, the Services, a User, or a Transaction provided by or on behalf of Customer to Coinme or its Affiliates in connection with the Agreement, and (ii) data and information provided by or on behalf of Customer to Coinme through use of the Customer Technology or Coinme Technology. “Customer Fee(s)” shall have the meaning set forth in Section 5.1 hereof. “Customer Platform” means Customer’s direct-to-consumer transactional website(s) and/or native applications that allow a User to utilize the Coinme Services. “Customer Technology” means the Customer APIs, Customer’s SDKs, applications, technical integrations, payment processing platforms, other technology, any documentation related thereto, including any instructional, educational, or training materials prepared by the Customer, and any updates or modifications to any of the foregoing that Customer provides or makes available to Coinme under the Agreement. “Data Breach” means any breach of security as defined by appropriate Data Protection Laws, including Applicable Laws, leading to the unauthorized destruction, loss, alteration, use or disclosure of, or access to, Coinme Data, Customer Data, or User Data processed by: (i) Coinme or any of its Service Providers in connection with the Agreement, or (ii) Customer or any or its Service Providers in connection with the Agreement. “Data Protection Laws” means any laws, regulations, statutes, rules or administrative requirements in force from time to time in any relevant jurisdiction in respect of the business or activities of Customer or Coinme relating to data protection or data privacy, including but not limited to: (i) the EU General Data Protection Regulation 2016/679 (the "GDPR"), any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR and any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC), and (ii) the California Consumer Privacy Act of 2018 (the “CCPA”) and any laws or regulations ratifying, implementing, adopting, supplementing or replacing the CCPA, and the Financial Services Modernization Act of 1999, also known as the Gramm–Leach–Bliley Act (“GLBA”) and any laws or regulations ratifying, implementing, adopting, supplementing or replacing it, including but not limited to the Financial Privacy Rule, codified at 15 U.S.C. §§ 6801–6809. “Digital Assets” means a cryptocurrency, token, blockchain-based asset or similar digital asset. “Digital Asset Exchange Services” is defined in Section 1.2.2 of the Agreement. “Government Agency” means (i) a means any governmental or regulatory agency, self-regulatory organization, or similar agency or organization having jurisdiction or supervisory authority over any of the services to be provided hereunder, Coinme, or Customer, or (ii) any multinational, national, regional, or local government in any country, including any governmental department, agency, commission, or division having jurisdiction or supervisory authority over any of the services to be provided hereunder, Coinme, or Customer. “Government Official” refers to any official or employee of any multinational, national, regional, or local government in any country, including any official or employee of any government department, agency, commission, or division; any official or employee of any government-owned or government-controlled enterprise; any official or employee of any public educational, scientific, or research institution; any political party or official or employee of a political party; any candidate for public office; any official or employee of a public international organization; and any person acting on behalf of or any relatives, family, or household members of any of those listed above. “Hosted Wallet” means one or more Digital Asset wallets hosted by Coinme, which allows a User to store, send, and receive Digital Assets. “Intellectual Property Rights” means any and all right, title, and interest in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, publicity, and similar rights of any type, including any applications, continuations, or other registrations with respect to any of the foregoing, under the laws or regulations of any foreign or domestic governmental, regulatory, or judicial authority. “Net Revenue” means the net income actually received by Coinme from the reported Digital Asset Trades, which includes the spread and the fees charged to the consumer, less (a) refunds, credits, allowances, discounts and rebates, and (b) taxes, duties, customs, tariffs, export fees and similar charges. "Personal Data" means User Data relating to an identified or identifiable natural person. “Process” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction (and "Processing" shall be construed accordingly). “SDK” means software development kit. “Service Provider” means a third party who directly or indirectly performs any of a Party’s obligations under the Agreement or who directly or indirectly provides any product or service in connection with such Party’s performance under the Agreement (including all other third parties downstream of any such third party who are performing obligations or providing products or services in connection with the Agreement). “Services” is defined in Section 1.2.3 of the Agreement. “Specification(s)” means (i) with regard to the Digital Asset Exchange Services, the functional, compatability and/or technical specifications and deliverables set forth in Exhibit A and Exhibit B, and operations levels or other key performance metrics set forth in Exhibit C, and (ii) with regard to Support Services, the availability, response, resolution and escalation parameters set form in Exhibit C. “Support Services” is defined in Section 1.6 of the Agreement. “Technology” means, with respect to Coinme, the Coinme Technology, and with respect to Customer, the Customer Technology. “Transaction” means any Digital Asset Exchange Service transaction, as applicable. “User” means a user of the Services. “User Data” means all data or information about a User or a Transaction that is collected, generated, derived, accessed, used, or processed by or on behalf of a Party in connection with the Services. 1. SERVICES. 1.1 Purpose. The purpose of the Agreement is to set forth the rights and obligations of each Party in relation to Customer’s offering and provision of the Services to Users. For clarity, each Party acknowledges that: (i) the Services will be offered and provided by Customer pursuant to the authority granted to Customer by virtue of its licenses, registrations, and other authorizations obtained and maintained by Customer as required by Applicable Law in order for Customer to offer and provide the Services; and, (ii) the Parties are entering into the Agreement for the limited purpose of addressing certain matters regarding Customer’s provision of the Services to Users. 1.2 Provision of Services. 1.2.1 Customer Support. During the Term, Customer will provide: (i) Coinme with access to, and use of, Customer Technology, including Customer APIs, to allow Coinme to provide Digital Asset Exchange Services, including the ability for Coinme to transmit instructions and information in connection with Customer’s provision of the Digital Asset Exchange Services to Users; (ii) Coinme with the ability to access, view, and obtain Customer Data and User Data when necessary for Coinme to perform its obligations under the Agreement; and (iii) the Customer Support set forth in Exhibit B (Statement of Work) (collectively, the “Customer Support”). 1.2.2 Digital Asset Exchange Services. During the Term, Coinme will provide Digital Asset custody, ledgering and exchange services to Customer that will allow Customer consumers to: (i) enter into Digital Asset transactions through Customer Platform to purchase supported Digital Assets from or through Coinme; (ii) sell Digital Assets to or through Coinme (Digital Asset purchase and Digital Asset sale transactions are referred to herein, collectively, as “Digital Asset Trades”); (iii) send Digital Assets to existing Customer Platform consumers within the Customer Platform infrastructure (a “P2P Transaction”) Digital Asset Trades and P2P Transactions are collectively referred to herein as “Digital Asset Transactions”); (iv) store Digital Assets in a Hosted Wallet; and (v) track and provide other ledgering services for such Digital Asset Transactions and Hosted Wallet balance(s) through Customer Platform, as indicated in Exhibit A (Service Offerings and Terms of Service), (collectively, the “Digital Asset Exchange Services”). For clarity, P2P Transactions will not include any Digital Asset transfers or transactions outside of the Customer Platform. 1.2.3 Services. The “Services” consist of the Support Services and the Digital Asset Exchange Services. References to the “Services,” “Support Services,” and “Digital Asset Exchange Services” hereunder include other ancillary, implied, necessary, or inherent services to be provided under the Agreement in connection with the foregoing, including development, processing, integration, and support services. Coinme agrees that the Services will support the features and functionality set forth in Exhibit A, as it may be amended from time to time as mutually agreed upon in writing by the Parties. 1.3 Service Terms. Customer will notify Coinme of the Users that wish to utilize the Services, and Customer will make the Services available to such Users pursuant to Section 1.2.2; provided, however, that Customer will have the right to withhold, suspend, or terminate a User’s access to any portion of the Services to the extent Customer reasonably determines, in its sole discretion, that such action is necessary to comply with Applicable Law. Customer will notify Coinme promptly of any such action. All policies, disclosures, notices, forms, receipts, or other information related to the Services, that are required by Applicable Law or otherwise made available or provided by Customer or its Service Provider(s) to Users in connection with the Services, including Customer’s privacy policy and any terms or agreement that Customer may enter into with a User in connection with the Services, are collectively referred to as the “Service Terms.” Customer will ensure that, to the extent allowed by Applicable Law and as Customer informs Coinme from time to time, the Service Terms are not inconsistent and do not conflict with the terms of the Agreement, do not purport to limit Coinme’s rights under the Agreement or Coinme’s agreements with any User, or do not bind Coinme to any obligations not expressly set forth in such agreements. If Applicable Law mandates that the Service Terms are inconsistent with any such agreement, Customer will inform Coinme, and the Parties will discuss in good faith the consequences of such inconsistency and any necessary remedial steps to ensure that each Party realizes the intended benefits of this Agreement and Coinme’s agreements with Users. Customer is solely responsible for ensuring that the Service Terms comply with Applicable Law. Customer agrees to consider in good faith any revisions to the Service Terms that Coinme proposes in good faith and believes are necessary to appropriately describe and distinguish between Customer’s and Coinme’s respective product offerings to Users contemplated by the Agreement. For clarity, Coinme will have the sole right to set the terms and policies applicable to the Services. 1.4 Development and Integration. 1.4.1 As per Exhibit B (Statement of Work), Coinme and Customer will develop and integrate: the Digital Asset Exchange Services for use by Users in accordance with the Agreement, a mutually agreed upon launch timeline, and any other requirements and specifications that Coinme and Customer agree to in writing from time to time. 1.4.2 As per Exhibit B (Statement of Work), each Party will provide a dedicated integration (including products and operations) team and all development resources necessary (i) to fully integrate and develop the Digital Asset Exchange Services, (ii) to fully make the Digital Asset Exchange Services available to Users, and (iii) for Coinme to perform its tasks and obligations related to the Services, and to achieve all milestones mutually agreed upon. The Parties will perform their respective obligations in good faith and any further updates with respect to integration will be agreed to by the Parties in writing. 1.4.3 As per Exhibit B (Statement of Work), Customer will use best efforts to make available to Coinme a software environment that simulates a full production environment that is made available to Coinme for the evaluation and testing of the Services (including portions or experimental features thereof) in connection with Services (“Testing Environment”). 1.5 Daily Reconciliation Report. Each Business Day, Customer shall provide or make available to Coinme a report that includes a reconciliation of Transactions that: (i) have been completed by Users since the previous Business Day; (ii) remain pending for Users; and (iii) have been cancelled since the previous Business Day (the “Daily Reconciliation Report”). The Parties will agree on the particular information that is to be included in the Daily Reconciliation Reports. 1.6 Coinme Support Services. Coinme will designate and make available an adequate number of Coinme employees (the “Support Team”) dedicated to providing the support services described in Exhibit C (Support) (the “Support Services”). The Support Team will be available for regular, periodic meetings as agreed to by both Parties to discuss the Services generally, including for monthly and quarterly reconciliation and reporting reviews and monthly and quarterly business and operations reviews, and to discuss any specific issues that arise in connection with the Services. These regular, periodic meetings may be held in person or by telephone, videoconference, or any other form of media agreed to by the Parties. The Parties designate the representatives in Exhibit C (Support) (the “Support Designees”) to serve as the primary points of contacts for coordination with regard to Coinme Support and other issues arising out of the Agreement and Services. To address any performance issue escalation related to the Services, Customer’s Support Designees or their respective designees will be available. 1.7 Compliance. 1.7.1 Compliance Programs. Each Party will maintain and implement (and will cause its respective Service Providers to maintain and implement, if applicable) the following: (i) an anti-money laundering and sanctions compliance program, (ii) a fraud prevention program, and (iii) such other programs, policies, and procedures required or appropriate to ensure that the Services, and each Party and each Service Provider’s activities performed in connection with the Agreement, comply with Applicable Law. Each Party will promptly certify to the other Party its compliance with Applicable Law, including all applicable regulatory requirements, as the other Party may reasonably request from time to time. Each Party will cooperate with the other Party and engage in commercially reasonable efforts to detect unauthorized or fraudulent activity in connection with the Services. 1.7.2 Government Communications and Requests. To the extent not specifically prohibited by Applicable Law or a Government Agency, each Party will promptly provide the other Party with notice and a detailed summary of any material communication to or from any Government Agency (or provide a detailed written summary of any oral communications) that relates to the performance of the Agreement, the other Party, Users, or the provision or consumption of any of the Services (each, a “Government Communication”). If a Government Agency requires or requests any modifications to the Services or any aspect thereof from time to time in order to comply with Applicable Law or for any other purpose, the Parties will work together in good faith to determine how to address and implement such requirement or request. Under no circumstance will either Party be in breach of the Agreement when acting or failing to act as required or prohibited, respectively, by a Government Agency or Applicable Law. 1.7.3 Control Testing. Each Party will maintain a compliance and fraud control testing program addressing areas of its business and operations that impact the other Party, the Services respectively, or Users, and will have such program monitored and audited by a compliance, audit, or similar department. 1.7.4 Screening. For each Digital Asset Exchange Service initiated by a User, Customer will review and screen each User in accordance with its global due diligence, global anti-money laundering, counter-financing of terrorism, “know your consumer” and other similar policies (collectively, “KYC Screening”). Customer, through the Customer APIs, will provide Coinme access to the User KYC Screening data for each Digital Asset Exchange Service initiated by a User on Customer Platform. Customer will use commercially reasonable efforts to update its KYC Screening based on Applicable Law or Government Communications, including recommendations from Government Agencies based on state exam findings. Customer retains the right to reject or block such Digital Asset Exchange Service in accordance with Applicable Law, the Customer policies and this Agreement. 1.8 Service Providers. 1.8.1 Service Providers. Each Party will ensure its Service Providers comply with Section 4, including the restrictions and obligations therein regarding Service Providers. 1.8.2 Responsibility for Service Providers. Each Party will be solely liable for the acts and omissions of each of their respective Service Providers, and the acts and omissions of such Service Providers will be treated as the acts and omissions of the Party under the Agreement. 1.9 User Communications. Coinme will be the Party primarily responsible for addressing all User support inquiries related to the Services, subject to Customer’s support obligations set forth in Section 1.2.1. Customer will refer all User support inquiries related to the Services to Coinme as per the terms of Exhibit C. Customer will be the Party primarily responsible for addressing User support inquiries related to the Customer Platform, and not involving the Services. Coinme will, as per the terms of Exhibit C , refer all User support inquiries related to the Customer Platform that Coinme receives to the relevant Customer support channel designated by Customer. 1.10 Joint Marketing of Services. The Parties may engage in joint marketing efforts to promote the Services contemplated under this Agreement, provided that such marketing efforts must be mutually agreed upon in writing and in advance by each Party. 1.11 No Publicity. The Parties may issue a press release on or around the time of launching the Digital Asset Exchange Services. If Customer issues such a release, the release will include a statement that “[t]he service is enabled through a partnership with Coinme Inc., a regulated provider of cryptocurrency products and services.” No further Coinme language will appear in the Customer press release without its prior written consent. Except as contemplated herein, neither Party will engage in any promotions, publicity, or marketing, or make other public statements relating to the Services or the relationship of the Parties (including regarding the existence and terms of this Agreement), unless the Party has obtained the other Party’s prior written approval (email to suffice), not to be unreasonably withheld. This Section 1.11 will not prohibit either Party, after issuance of the initial mutually-agreed press releases announcing the launch of the service offerings contemplated under the Agreement, from making truthful, factual communications to consumers regarding the availability of the Services. 2. TERRITORY. 2.1 Definition of Territory. Other than the Digital Asset Exchange Services which will only be available in the United States, Customer and Coinme will make the Services available in those countries listed on Exhibit D (Territories) and any other territory that may be agreed to in writing by the Parties. 2.1.1 Exclusivity. During the Term of the Agreement and within the Territories as indicated herein, Customer agrees to procure Digital Asset Exchange Services (including, but not limited to, other similar cryptocurrency exchange services offered by third parties) exclusively from Coinme. 3. DATA PROCESSING; DATA; AND DATA SECURITY. 3.1 Each Party shall maintain a publicly available privacy notice that clearly and accurately describes its practices with respect to its collection, use, and disclosure of Personal Data. Each Party shall comply with the Data Protection Laws and other Applicable Laws in Processing all data, including but not limited to Personal Data, related to its provision of the Services under this Agreement. Each Party shall be responsible for any loss, unauthorized or unlawful Processing, destruction, damage, or alteration, or unauthorized disclosure of or access to, any such data, while it is under its control or in its possession. 3.2 Each Party shall implement and maintain the appropriate administrative, physical, technical, and organizational measures to ensure an appropriate level of security for Processing all data, including but not limited to Personal Data, related to its provision of Services under this Agreement, including protecting such Personal Data against the risks of loss, unauthorized or unlawful Processing, destruction, damage, or alteration, or unauthorized disclosure of, or access to any such data, including but not limited to Personal Data. Such measures shall be no less rigorous than accepted industry practices and shall comply with the terms and conditions of this Agreement, the Customer policies (in the case of Customer), the Coinme policies (in the case of Coinme), Data Protection Laws and other Applicable Laws. 3.3 Either Party shall notify the other of a Data Breach impacting data in its possession or control without undue delay, but no later than twenty-four (24) hours after a Party becomes aware of the same. In the event of a Data Breach, the notifying Party will investigate and remediate the Data Breach in accordance with Data Protection Laws and other Applicable Laws in line with industry standards. In the event of a Data Breach, the Data Controller has the right to control the breach notification process. Each Party will assist the other in complying with its obligations under applicable Data Protection Laws, and if a Data Breach affects data that is subject to both Parties’ control, the Parties agree to coordinate with respect to any communications or notifications that are made to regulating entities or sent to data subjects regarding such Data Breach. Notwithstanding the foregoing, nothing in this Agreement will restrict a Party’s ability to comply with its obligations under Data Protection Laws and Applicable Laws if the other Party does not reasonably assist it with such compliance obligations in accordance with the previous sentence. 3.4 Each Party will identify a contact point within its organization authorized to respond to inquiries concerning Processing of the Personal Data, and will cooperate in good faith with the Parties, the data subject and the authority concerning all such inquiries within a reasonable time. In the event of a dispute or claim brought by a data subject or any Government Agency concerning the Processing of Personal Data in connection with Services under this Agreement against either or both Parties, the Parties will inform each other about any such disputes or claims, and will cooperate with a view to resolving them within a reasonable time. 3.5 Each Party will at all times comply with applicable Data Protection Laws with respect to international cross-border transfer of Personal Data to third countries. To the extent that a Party transfers Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom (“EEA Personal Data”) to the other Party in a country that has not been found to provide an adequate level of protection under Data Protection Laws, the Parties agree that the transfer shall be governed by the European Commission Decision C(2004)5271 Model Contract Clauses (Controller to Controller) (“Standard Contractual Clauses”), the terms of which are incorporated herein by reference. The disclosing Party shall be the “data exporter” and the receiving Party shall be the “data importer.” The Parties agree that: (i) the data importer will Process EEA Personal Data in accordance with the data Processing principles set forth in Annex A of the Standard Contractual Clauses, and hereby exercises the option under Clause II(h) of the Standard Contractual Clauses to this effect; (ii) the audit described in Clause II(g) of the Standard Contractual Clauses shall be carried out in accordance with Section 3.7 of this Agreement; and (iii) the optional clauses are expressly not included. The details of the transfer are as follows: (a) data subjects: Users and other data subjects involved in the Services; (b) purposes of the transfer: Services; (c) categories of data: EEA Personal Data Processed in connection with the Services; (d) recipients: third parties involved with the operation of the data importer’s business; (e) sensitive data: any EEA Personal Data that is considered a “special category of personal data” under Data Protection Laws; (f) contact points for data protection inquires: (1) Coinme: support@coinme.com; (2) Customer:_____________________. Each Party’s signature to the Agreement shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder. If required by the laws or regulatory procedures of any jurisdiction, the Parties shall execute or re-execute the Standard Contractual Clauses as separate documents. 3.6 For the purposes of this Agreement, unless otherwise agreed, Coinme and Customer agree that they will each act as an independent Data Controller for their respective Processing activities related to this Agreement and shall not be regarded as joint Data Controllers within the meaning set forth in GDPR Article 26, or any similar concept arising under any Data Protection Laws. Each Party shall be solely responsible for its compliance with Data Protection Laws including, but not limited to, the exercise of individual rights by data subjects. 3.7 Each Party agrees it will only Process the Personal Data it receives from the other Party in connection with the provision of the Services (in the case of Customer’s receipt of Personal Data from Coinme) or the Coinme Services (in the case of Coinme’s receipt of Personal Data from Customer), solely for the purposes described in this Agreement. Furthermore, each Party will maintain complete and accurate records and information to demonstrate its compliance with Section 3 of this Agreement and Data Protection Laws and will cooperate with and allow for audits in relation to the Processing of Personal Data for the Term and thereafter if and as required by Applicable Law. Any audit under this Agreement must be: (i) conducted during the audited Party’s regular business hours; (ii) with reasonable advance notice to the audited Party; (iii) carried out in a manner that prevents unnecessary disruption to the audited Party’s operations; and (iv) subject to reasonable confidentiality procedures. In addition, any audit shall be limited to once per year, unless an audit is carried out at the direction of a Government Agency. 3.8 With respect to each Service Provider that Processes Personal Data, each Party will take steps to ensure that the applicable terms with that Service Provider will offer at least the same level of protection for Personal Data as those set out in this Agreement and which meet the requirements of article 28(3) of the GDPR (if applicable). 3.9 Each Party undertakes to enter into an agreement with each Service Provider that Processes Personal Data on terms which are substantially similar to this Agreement and will ensure that such Service Provider has implemented appropriate administrative, physical, technical, and organizational security measures to protect the security of Personal Data. 3.10 To the fullest extent permitted under applicable laws, neither Party shall be liable (whether jointly or severally) for any compensation, damages, losses, fees, or costs resulting from the other Party’s Processing of Personal Data. 4. BRANDING; INTELLECTUAL PROPERTY. 4.1 License to Customer Brand Features. Customer hereby grants Coinme a revocable, non-exclusive, non-sublicensable (except as set forth in Section 4.4), non-transferable, non-assignable, royalty-free, fully paid-up, right and license, during the Term and in the Territory (and wherever Coinme’s digital marketing materials are available), to display and use Customer’s Brand Features in connection with the Services and, as approved by Customer in writing, in connection with promotional activities related to the Services. Coinme will only use Customer’s Brand Features in accordance with Customer’s trademark usage guidelines to the extent that they are provided to Coinme in writing in advance of Coinme’s use of the Customer’s Brand Features. Customer may change its trademark usage guidelines provided that a written notice is provided to Coinme. Coinme acknowledges and agrees that any and all goodwill accruing from the use of the Customer’s Brand Features will inure solely to Customer’s benefit. For clarity, Coinme is not obligated to use or display Customer’s Brand Features in connection with the Coinme Products or its use/offering of the Services. 4.2 License to Coinme Brand Features. Coinme hereby grants Customer a revocable, non-exclusive, non-sublicensable (except as set forth in Section 4.4), non-transferable, non-assignable, royalty-free, fully paid-up, right and license, during the Term and in the Territory (and wherever Customer’s digital marketing materials are available), to display and use Coinme’s Brand Features in connection with providing the Services and as approved by Coinme in writing on a case-by-case basis. Customer will only use Coinme’s Brand Features in accordance with the Coinme brand guidelines to the extent that they are provided to Customer in writing in advance of Customer’s use of Coinme’s Brand Features. Coinme may change its trademark usage guidelines provided that a written notice is provided to Customer. Customer acknowledges and agrees that any and all goodwill accruing from the use of Coinme’s Brand Features will inure solely to Coinme’s benefit. For clarity, Customer is not obligated to use or display Coinme’s Brand Features in connection with the Services. 4.3 License to Technology. Coinme hereby grants Customer, and Customer hereby grants Coinme, a non-exclusive, non-sublicensable (except as set forth in Section 4.4), non-transferable, non-assignable, revocable, royalty-free, fully paid-up, right and license, during the Term and in the Territory, to access and use the Coinme Technology or Customer Technology (as applicable) solely as necessary to provide its respective products and services to Users and, with respect to Customer, to Coinme or as otherwise mutually agreed upon in writing by the Parties from time to time. 4.4 Reservation of Rights. Except for the licenses granted hereunder, Customer retains all right, title, and interest (including all Intellectual Property Rights) in and to the Customer Technology, Customer Data, User Data that qualifies as Customer Data (and excluding, for clarity, such User Data that otherwise qualifies as Coinme Data), Customer’s Brand Features, and Customer’s Confidential Information, and improvements to Customer Technology or the Services. Except for the licenses granted hereunder, as between the Parties, Coinme retains all right, title, and interest (including all Intellectual Property Rights) in and to the Coinme Products, Coinme Technology, Coinme Services, Coinme Data, User Data (excluding, for clarity, such User Data that otherwise qualifies as Customer Data), Coinme’s Confidential Information, and any improvements to the foregoing. There are no implied licenses under the Agreement. Any rights not expressly granted by one Party to the other Party under the Agreement are reserved by such Party. 5. FEES AND SETTLEMENT. 5.1 Customer Fees. For Digital Asset Exchange Services, Customer and Coinme will share revenue in accordance with the Revenue Split set forth in Exhibit E. Neither Party will charge any fees to the User for P2P Transactions. 5.2 Taxes. Except as otherwise set forth in the Agreement, as between the Parties, Customer is responsible for determining any and all taxes and duties on all transactions involving the Services, including sales, use, transfer, value added, withholding, income, and other taxes and/or duties (“Taxes”) assessed, incurred, or required to be collected, paid, or withheld for any Transactions and for collecting, withholding, reporting, and remitting the correct Taxes to the appropriate tax authority. Customer shall provide Coinme with written proof or receipt supporting collecting, withholding, reporting, and remitting the correct Taxes to the appropriate tax authority upon request of Coinme. Notwithstanding anything in the Agreement, the Parties acknowledge and agree that Customer has no responsibility for determining any Taxes assessed, incurred, or required to be collected, paid, or withheld in connection with Coinme’s or any User’s purchase or sale of Digital Assets. Customer Fees charged under the Agreement will be exclusive of applicable Taxes on such Customer Fees and such applicable Taxes will be added to any amount to be deducted from a settled Transaction. 5.3 Books and Records; Audit. 5.3.1 Books and Records. Each Party will keep and maintain complete and accurate books and records of all financial transactions arising in connection with its obligations in connection with the Agreement and will retain such books and records in accordance with its record retention policy or for a period as may be required under Applicable Law (the “Audit Period”). Each Party will ensure that the other Party will have reasonable access to all information and documents related to the Services, the Agreement, and/or the subject matter hereof, to the extent to comply with Applicable Law, which are in the control or possession of the Party. 5.3.2 Audit. Upon thirty (30) days advance written notice to the other Party, a Party may, or may direct an independent, third-party auditing firm (that is subject to the same confidentiality obligations) to audit the other Party’s books and records, to the extent such audit relates to the Agreement or the Services, during normal business hours at any time during the Audit Period. Such audit will be conducted at the requesting Party’s sole expense. Upon a Party’s request, the other Party will provide to any governmental authority or Government Agency with jurisdiction over the Party with information and/or access requested by such governmental authority or Government Agency in connection with such authority’s audit of the Party. The audited party will cooperate to furnish to the requesting Party all such information concerning Transactions, Services, or their obligations hereunder as the requesting Party may reasonably request. For clarity, the audit rights and obligations described in this Section will include any audits conducted as a result of a Party’s breach of its data security obligations. 6. TERM AND TERMINATION RIGHTS. 6.1 Initial Term. The Agreement commences on the effective date of the Original Agreement and will remain in effect for an initial term of three (3) years from the Effective Date (the “Initial Term”), unless terminated earlier by either Party in accordance with the terms of the Agreement. 6.2 Term. After the Initial Term, the Agreement will automatically renew for successive one-year (1) periods until terminated in accordance with the Agreement (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either Party provides written notice to the other Party of its intent not to renew the Agreement at least thirty (30) days prior to the end of the then-current Term. 6.3 Termination Rights. Either Party may terminate the Agreement if the other Party commits a material breach of the Agreement or otherwise fails or neglects to perform, keep, or observe, in any material respect, the Party’s obligations to the terminating Party hereunder, and the non-terminating Party fails to cure within forty-five (45) days after receipt of written notice of such breach. 6.4 Termination for Financial Insolvency. Either Party may terminate the Agreement immediately (i) upon the other Party’s insolvency, dissolution, or cessation of business operations, (ii) if such other Party becomes insolvent or unable to pay its debts as they become due, or any petition is filed or other steps are taken for the bankruptcy, liquidation, receivership, administration, examinership, dissolution, or other similar action of such other Party or (iii) if such other Party commences negotiations or enters into an agreement with all or any class of its creditors in relation to any assignment for the benefit of such creditors, the rescheduling of any of its debts, and/or any compromise or other arrangement with any of its creditors. 6.5 Additional Termination Rights. Either Party may terminate the Agreement at any time immediately by providing the other Party with prior written notice for any of the following reasons: (i) the non-terminating Party has materially failed to comply with Applicable Law (including failing to obtain or maintain any of the approvals, consents, licenses, registrations, and permits which are required for the terminating Party to perform its obligations hereunder or the Services, as applicable) after notice and forty-five (45) days to cure; and (ii) any court order or Government Agency directs either Coinme or Customer to cease or materially limit performance of such Party’s obligations under the Agreement; (iii) the Agreement has a material, adverse impact on either Party’s “mission-critical” banking relationships. 6.6 Regulatory Requirement. If Applicable Law or any rule, regulation, or order issued by a duly authorized authority, Government Agency, or court of competent jurisdiction under Applicable Law (a “Regulatory Requirement”) has the effect of cancelling, changing, or superseding any term or provision of the Agreement, the Agreement will be deemed modified in such a way as the Parties mutually agree is consistent with the form, intent, and purpose of the Agreement (including underlying economic structure) and is required to comply with such Regulatory Requirement. If the Parties cannot agree on the required modifications, then upon written notice to the other Party, a Party may (at its discretion), to the extent practicable, terminate the portion of the Agreement affected by the Regulatory Requirement. 6.7 Phase-Out Period. If the Agreement is terminated or expires for any reason, except for termination pursuant to Sections 6.3, 6.4, 6.5 and 6.6, the rights and licenses granted under the Agreement will continue for a period of up to sixty (60) days from the effective date of termination or expiration of the Agreement or such other period as mutually agreed (the “Phase-Out Period”). During the Phase-Out Period, Customer will: continue to operate and provide the Customer Technology, Customer Data, and the Services, and continue to perform its other obligations under the Agreement, in accordance with the Agreement. All references to the “Term” in the Agreement will be deemed to include all Phase-Out Periods to the extent applicable. 6.8 Return/Destruction of Information and Data. Subject to Section 6.7, upon expiration or termination of the Agreement, (i) at the election of the Disclosing Party, the Receiving Party will (and will also cause its Service Providers to) return or destroy all copies of the Disclosing Party’s Confidential Information, (ii) Customer will, and will cause each of its Service Providers to, destroy and delete all Coinme Data and User Data (except such User Data belonging to Customer) within its possession or control in accordance with Section 4, and (iii) each Party will, and will cause each of its Service Providers to, destroy and delete all User Data (except such User Data belonging to such Party) within its possession or control in accordance with Section 3. Notwithstanding the foregoing, either Party may retain the minimum number of copies of the other Party’s Confidential Information required by law, regulation, legal, regulatory or judicial process, rule or practice governing professionals or any internal compliance policy or procedure relating to the safeguarding or backup storage of data; provided, however, that any such Confidential Information retained shall remain subject to the terms of this Agreement until the termination hereof. All such retained data and information will be subject to the use, disclosure, data security, and other restrictions and obligations in the Agreement with respect to such data and information. 6.9 Not Exclusive Remedy. Termination is not an exclusive remedy and the exercise by either Party of any remedy under the Agreement, including a termination right, will be without prejudice to any other remedies, and other termination rights, it may have under the Agreement, by Applicable Law or otherwise. 6.10 Survival. The following Sections and Exhibits will survive any expiration or termination of the Agreement: Definitions, 1.8 (Service Providers), 1.8.2 (Responsibilities for Service Providers), 4.4(Reservation of Rights), 5.3 (Taxes), 5.4 (Books and Records; Audit), 6 (Term; Exclusivity; and Termination Rights), 8 (Disclaimers; Limitation of Liability), 9 (Indemnification), 10 (Confidentiality), 11 (General), Exhibit A (Digital Asset Exchange Services) in addition to any terms set forth in the Agreement that are designated as surviving. 6.11 Effect of Termination. Termination of the Agreement will not affect a Party’s respective rights, obligations, and remedies under the Agreement with respect to Transactions submitted by either Party and their rights accrued before the date of termination or with respect to a Party’s right to collect for fees of any Transaction. 7. REPRESENTATIONS AND WARRANTIES. 7.1 Mutual. Each Party represents and warrants that: (i) it has the requisite power and authority to enter into and carry out the terms of the Agreement without the consent of any third party; (ii) its performance under the Agreement will not conflict with any other obligation it may have to any third party; and (iii) as of the Effective Date, there are no proceedings pending or, to the knowledge of a Party, threatened or reasonably anticipated that challenges or may have a material adverse effect on the Agreement. 7.1.1 Fraud Prevention. Each Party will maintain and implement a fraud prevention program designed to detect unauthorized or fraudulent activity in connection with the Services. 7.1.2 Compliance. Each Party will use commercially reasonable efforts to ensure that its performance under the Agreement will be at all times in compliance with all Applicable Law and its KYC Screening policies. Each Party will promptly notify the other Party of any actual changes in Applicable Law that would reasonably be expected to affect that Party’s performance under the Agreement. 7.1.3 Anti-Corruption. Each Party represents and warrants that it has not engaged in and covenants that it will refrain from offering, promising, paying, giving, authorizing the paying or giving of, soliciting, or accepting money or anything of value, directly or indirectly, to or from (i) any Government Official to (a) influence any act or decision of a Government Official in his or her official capacity, (b) induce a Government Official to use his or her influence with a government or instrumentality thereof, or (c) otherwise secure any improper advantage; or (ii) any person in any manner that would constitute bribery or an illegal kickback, or would otherwise violate applicable anti-corruption law. 7.1.4 Trade Compliance. Each Party acknowledges that the other Party is subject to trade sanctions laws. As such, each Party represents and warrants that to its actual knowledge, neither itself nor its Service Providers are sanctioned or barred on any applicable denied party listing for trade sanctions and economic restrictions and have processes and procedures in place to ensure that the Party does not do business with any party that is sanctioned on any denied party listing for trade sanctions and economic restrictions. 7.2 Customer. Customer represents and warrants that throughout the Term: 7.2.1 Customer Property. To the actual knowledge of Customer, (i) Customer Technology, Customer Data, Customer Brand Features, and the Services, and the use thereof, do not and will not infringe, violate, or misappropriate the Intellectual Property Rights of any party anywhere in the world; and (ii) Customer has obtained and possesses, and will maintain at all times, all authorizations, permissions, consents, licenses, agreements, permits, approvals, registrations, orders, declarations, filings, and the like that are required under Applicable Law or by a Government Agency and that are necessary to perform its obligations under the Agreement, including to provide the Services and the Customer Technology. 7.3 Coinme. Coinme represents and warrants that throughout the Term: 7.3.1 Coinme Property. To the actual knowledge of Coinme, the (i) Coinme Technology, Coinme Data, Coinme Products, Coinme Brand Features, and Coinme’s use of the Services delivered, do not and will not infringe, violate, or misappropriate the Intellectual Property Rights of any party anywhere in the world; and (ii) Coinme has obtained and possesses, and will maintain at all times, all authorizations, permissions, consents, licenses, agreements, permits, approvals, registrations, orders, declarations, filings, and the like that are required under Applicable Law or by a Government Agency and that are necessary to perform its obligations under the Agreement, including to provide the Coinme Services and Coinme Technology. 7.3.2 Coinme Performance Warranty. Coinme warrants to Customer that during the Term, (i) the Services shall comply in all material respects with the Specifications and (ii) all Support Services shall be performed in a professional and workmanlike manner by personnel having sufficient skill and training to competently perfrom such services. Coinme’s warranties as stated above shall only apply to the exact platform, configuration and test envirornment validated by Coinme according to the acceptance test plan entered into by the Parties pursuant to Exhibit B. Notwithstanding Section 6.3, Coinme’s obligations for a breach of the Performance Warranty are limited to those measures set forth in Exhibit B and Exhibit C and Customer’s acceptance of any remedies therein shall be in lieu of other remedies at law or equity. 8. DISCLAIMERS; LIMITATION OF LIABILITY. 8.1 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES OF NON-INFRINGEMENT AND THOSE ARISING FROM THE COURSE OF DEALING OR PERFORMANCE. 8.2 Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OF ANY KIND, IN CONNECTION WITH THE TERMS OR THE BREACH OF THE TERMS OR SUBJECT MATTER OF THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. EITHER PARTY’S LIABILITY IN CONNECTION WITH THE AGREEMENT OR THE SUBJECT MATTER HEREOF, WILL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID HEREUNDER FOR THE PREVIOUS CALENDAR YEAR. NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT LIMIT A PARTY’S LIABILITY RESULTING FROM: (I) DEATH OR PERSONAL INJURY CAUSED BY IT OR ITS AGENTS’ OR REPRESENTATIVES’ NEGLIGENCE; (II) ITS GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR FRAUDULENT MISREPRESENTATION; (III) ITS BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN THE AGREEMENT; (IV) ITS BREACH OF SECTION 3 (DATA PROCESSING; DATA; AND DATA SECURITY) OR SECTION 4 (BRANDING; INTELLECTUAL PROPERTY); (V) ANY ACT OR OMISSION CAUSING LIABILITY THAT MAY NOT BE LIMITED OR EXCLUDED BY LAW; (VIII) ITS BREACH OF SECTION 7; (VI) ANY LOSSES RECOVERABLE UNDER SECTION 9 (INDEMNIFICATION); OR (VII) FAILURE TO TIMELY PAY A SETTLEMENT AMOUNT. 8.3 Essential Element. The Parties agree that the limitations specified in this Section will survive and apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose. 9. INDEMNIFICATION. 9.1 Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party, their respective Affiliates, and their respective employees, officers, directors, and other representatives (collectively, the “Indemnified Party”) from and against any and all losses, costs, expenses (including reasonable fees and expenses for attorneys, experts, and consultants, and interest), penalties, fines, judgments, settlements, damages (of all types including special damages), or liabilities, including legal fees, costs, and expenses (collectively “Losses”), suffered or incurred by any of them in connection with any claim, cause of action, or other legal assertion, brought or threatened to be brought in a legal proceeding by a third party (who is not an Affiliate of the Indemnified Party), or any investigation, examination, or proceeding of a Governmental Agency (each a “Claim”), where such Claim is based on allegations as to any of the following: (i) a breach of the Indemnifying Party’s representations and warranties under the Agreement; (ii) the Indemnifying Party’s obligation to pay taxes, Social Security, unemployment or disability insurance, or similar items in connection with compensation received or owed pursuant to the Agreement; (iii) the Indemnifying Party’s failure to properly complete its obligations in a Transaction including the delivery of the relevant fiat currency to the designated Payee in accordance with the applicable instructions related to the relevant Transaction, the Agreement, or the Service Terms; (iv) the Indemnifying Party’s failure to timely deliver a Settlement Amount; (v) the gross negligence or willful misconduct of the Indemnifying Party or their respective Service Providers; and (vi) any Data Breach, breach of Section 3 of the Agreement, or actionable violation of Data Protection Laws resulting from the acts or omissions of the Indemnifying Party or its respective Service Provider. The Indemnified Party will give prompt notice of any Claims to the Indemnifying Party. An Indemnified Party may participate in the defense of any Claims by counsel of its own choosing, at its cost and expense. Neither Party will settle any Claims without the other Party’s prior written approval, which will not be unreasonably withheld. The remedies in this Section are not exclusive and do not limit any other remedies a Party may have under the Agreement, Applicable Law, or otherwise. 10. CONFIDENTIALITY. 10.1 General. A Party’s “Confidential Information” is defined as any data or information disclosed by such Party (as the “Disclosing Party”) to the other Party (as the “Receiving Party”) that (i) if disclosed in a tangible form is marked using a designation such as “Confidential” or “Proprietary” or if not so marked, should be reasonably understood by the Receiving Party from the context of disclosure or from the nature of the information itself, to be confidential, or (ii) if disclosed orally or visually is declared to be confidential or, if not so declared, should be reasonably understood by the Receiving Party from the context of disclosure or from the nature of the information itself to be confidential. Confidential Information does not include information that: (a) was already known by the Receiving Party prior to disclosure by the Disclosing Party, without a restriction on disclosure or use; (b) becomes publicly known through no act or fault of the Receiving Party; (c) was rightfully disclosed to the Receiving Party from a third party without a restriction on disclosure or use; or (d) is independently developed by Receiving Party without reference to the Disclosing Party’s Confidential Information, as can be shown by documentary evidence. The terms of the Agreement will be deemed the Confidential Information of both Parties. Customer’s Confidential Information includes Customer Data, Customer Technology, Transaction records, User Data (except such User Data that otherwise qualifies as Coinme Data), and any data and information associated with the provision of Services (which may also independently constitute Coinme’s Confidential Information). All information disclosed by Customer, or Customer’s Affiliates’ subcontractors, contractors, agents, or representatives will be treated as if disclosed by Customer. Coinme’s Confidential Information includes all information comprising or concerning the Coinme Products, the User’s use of the Digital Asset Exchange Services in connection with the Coinme Products (which may also independently constitute Customer’s Confidential Information, such as Transaction records), Coinme Data, Coinme Technology, and User Data (except such User Data that otherwise qualifies as Customer Data). All information disclosed by Coinme, or Coinme’s Affiliates’ subcontractors, contractors, agents, or representatives will be treated as if disclosed by Coinme. 10.2 Mutual Obligations. During the Term of this Agreement and for two (2) years after termination or expiration of this Agreement (provided, however, that such obligations exist into perpetuity with respect to any Confidential Information that a Party identifies as a trade secret), the Receiving Party will only use the Disclosing Party’s Confidential Information as required to perform its obligations and exercise its rights under the Agreement; the Receiving Party will hold a Disclosing Party’s Confidential Information in strict confidence and will take appropriate precautions to protect such Confidential Information (such precautions to include, at a minimum, all precautions the Receiving Party employs with respect to its own Confidential Information); and the Receiving Party will ensure that each person to whom it discloses Confidential Information (a) has a “need to know” solely in connection with the Receiving Party’s performance of its obligations or exercising of its rights under the Agreement, and (b) is subject to confidentiality obligations that offer at least the same degree of protection as the confidentiality obligations set out in the Agreement. 10.3 Disclosures Required by Applicable Law. The Receiving Party may disclose the Disclosing Party’s Confidential Information as required by Applicable Law or to comply with a Regulatory Requirement, provided that the Receiving Party first (i) notifies the Disclosing Party as soon as practicable after learning of the existence or likely existence of such requirement (unless prohibited by Applicable Law); (ii) uses all reasonable efforts to limit the scope of such disclosure, only discloses that portion of the data or information that is legally required, and uses reasonable efforts to obtain confidential treatment or protection by order of any disclosed information or data; and (iii) permits, subject to Applicable Law, the Disclosing Party to seek a protective order or to otherwise challenge or limit the scope of the disclosure prior to the disclosure being made. Notwithstanding the foregoing, each Party agrees nothing herein will restrict either Party from providing a copy of the Agreement to, or sharing any of the contents hereof with, any Government Agency. 11. GENERAL. 11.1 Governing Law; Jurisdiction; Venue. 11.1.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Washington, USA, excluding its choice-of-laws rules that may otherwise require the application of the laws of another jurisdiction. 11.1.2 Each Party irrevocably agrees that the courts of King County, WA, USA shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. 11.2 Assignment; Change of Control. The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party will assign the Agreement (or any part thereof) without the prior written consent of the other Party, which will not be unreasonably withheld; provided, however that each Party may assign without the consent of the other Party in connection with a Change of Control; provided, however, that the Party undergoing such a Change in Control transaction will provide the other Party with written notice of the same (“Transaction Notice”) no later than thirty (30) Business Days after the closing. If the acquiring party in the Change of Control is then Customer may terminate this Agreement by providing written notice of its intent to terminate within ten (10) business days of receipt of the Transaction Notice (“Termination Notice”). Such termination will be effective thirty (30) days following receipt of the Termination Notice. For the purposes of this Section, a Change of Control of a Party will be deemed to be an assignment under this Section. Any attempt to transfer or assign the Agreement except as expressly authorized under this Section will be null and void. 11.3 Notices. Any notice required under the Agreement will be in writing and will be deemed given: (i) upon receipt when delivered personally or by email; (ii) two (2) Business Days after it is sent if sent by certified or registered mail (return receipt requested); or (iii) one (1) Business Day after it is sent if by next day delivery by a major commercial delivery service. Coinme: Coinme, Inc. Attn: Legal Department Address: 113 Cherry Street PMB 77544 Seattle, WA 98104-2205 With an email to: tom.davis@coinme.com Customer: Customer Payment Systems, Inc. Attn: Address: With an email to: 11.4 Amendments; Waivers. No supplement, modification, or amendment of the Agreement will be binding unless executed in writing by a duly authorized representative of each Party. No waiver will be implied from conduct or failure to enforce or exercise rights under the Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the Party claimed to have waived. 11.5 Entire Agreement. The Agreement (including all documents and exhibits referenced herein) is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous and contemporaneous written and oral agreements and communications, relating to the subject matter of the Agreement. 11.6 Independent Contractors. The Parties are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the Parties. 11.7 Insurance. Each Party will maintain insurance in coverages and amounts that are consistent with industry standards relative to the size of their respective businesses. 11.8 Counterparts. The Agreement may be executed in two or more counterparts, each of which will be considered an original but all of which together will constitute one agreement. The Parties agree to contract electronically, and electronic signatures will have the same weight and effect as physical signatures with respect to this Agreement. 11.9 Severability. If any term, condition, or provision of the Agreement, or any application thereof, is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then the validity, legality, and enforceability of the remaining terms, conditions, and provisions of the Agreement will remain in full force and effect and the term, condition, or provision held to be invalid, illegal, or unenforceable will be deemed to be restated to reflect, as closely as possible, the original intent of the Parties. 11.10 Construction. Captions are for convenience only and do not constitute a limitation of the terms hereof. The singular includes the plural, and the plural includes the singular. All references to “herein,” “hereunder,” and “hereinabove” as words will refer to the Agreement as a whole and not to any particular section, subsection, or clause contained in the Agreement. The terms “include” and “including” are not limiting. Reference to any agreement or document includes any permitted modifications, supplements, amendments, and replacements thereto. 11.11 Third Party Rights. Except as expressly provided elsewhere in the Agreement, a person who is not a party to the Agreement shall not have any rights as a third-party beneficiary to enforce any term of the Agreement. 11.12 Non-Solicitation. During the term of this Agreement and for one (1) year after termination with or without cause, neither Party will, directly or indirectly solicit for employment or hire or cause to be solicited or hired any employee of the other Party provided, however, that this Section shall not prohibit any advertisement or general solicitation, or recruiting efforts by a recruitment agency (or hiring as a result thereof) that is not specifically targeted at the other Party’s existing employees. IN WITNESS WHEREOF, each Party has caused its duly authorized signatory to execute the Agreement on such Party’s behalf, as of the date set forth below. [Customer] Coinme Inc. Signature:________________________ Signature:________________________ Printed Name:_____________________ Printed Name:_____________________ Title: ____________________________ Title:____________________________ Date:____________________________ Date:____________________________