PARITI TERMS AND CONDITIONS.

Access to the Pariti Inc. (“Pariti,” “we” or “us”) website and any other platform or website(s)offering the Services (collectively, the “Website”) are governed by these Terms of Use (the “Terms”). ParitiInc. is a Delaware C-Corp. For the purposes of these Terms, “You” means any user of the Services.These Terms written on the Website shall govern Your use of the Website and any content, productsand/or services made available by Pariti, including support subscriptions, financial services and paymentsrelated thereto (collectively with the Website, the “Services”), regardless of how you access the Website orthe Services, including but not limited to, through the Internet, Wireless Access Protocol, a mobile networkor otherwise. By registering to use and/or using the Services in any manner, You, just as if You had done soin writing, (i) acknowledge that You have read and understood these Terms and Privacy Policy, (ii) representand warrant that You are at least eighteen (18) years of age, and if applicable, have the authority to enter intothese Terms on behalf of any person or entity for whom You are accessing or using the Services, and (iii)agree to these Terms and all other rules, policies, and procedures that may be published on the Website fromtime to time, each of which are incorporated into these Terms and each of which may be updated withoutnotice to you.

1. Acceptable Use

1.1. Rules of Conduct: You must comply with all applicable laws, rules and regulations whileaccessing or using the Website and/or Services. In addition, we expect users to respect therights and dignity of others. Your use of the Website and/or Services is conditioned uponyour compliance with the rules set forth in this section. You must not:(A) Post, transmit, or otherwise make available, through or in connection with theWebsite or Services, (a) anything that could be (i) threatening, harassing,discriminatory, degrading, hateful or intimidating; (ii) defamatory, fraudulent orotherwise tortious; or (iii) obscene, indecent, pornographic or otherwiseobjectionable; (b) anything that could give rise to criminal or civil liability (includingany material protected by copyright, trademark, trade secret, right of publicity, orany other proprietary right for which you do not have the express prior consent ofthe owner of such right or in violation of any contractual, fiduciary or other legalobligation), or that encourages conduct that would constitute a criminal offense; (c)any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computercode, file or program that is potentially harmful or invasive, or may or is intended todamage or hijack the operation of, or to monitor the use of, any hardware, softwareor equipment; (d) any unsolicited or unauthorized advertising, promotional material,“junk mail,” “spam,” “chain letter,” “pyramid scheme,” investment opportunity orother form of solicitation; or (e) any material, non-public information about acompany or any securities or other financial instrument, without the properauthorization to do so.(B) Use the Website or Services (a) to defame, abuse, harass, stalk, threaten, harvest orcollect personally identifiable information, or otherwise violate the legal rights ofothers, including rights of privacy or publicity; (b) to impersonate any person orentity, or falsely state or otherwise misrepresent your affiliation with any person orentity, or state or imply that we endorse any of your statements or Submissions (asdefined below); or (c) for any other fraudulent or unlawful purpose.(C) Interfere with or disrupt the operation of the Website or Services or the servers ornetworks used to make the Website or Services available (including by taking anyaction that imposes an unreasonable or disproportionately large load upon theWebsite or in connection with the Services or upon such servers or networks) orviolate any requirements, procedures, policies or regulations of such servers ornetworks.(D) Restrict or inhibit any other person from using the Website or Services (including byhacking or defacing the Website).(E) License, sublicense, transfer, assign, reproduce, duplicate, copy, sell, resell,distribute, or exploit for any commercial purposes the Website or Services or anyaccess to or use of the Website or Services.(F) Modify, adapt, make derivate works of, translate, reverse engineer, decompile ordisassemble the Website or Services.(G) Remove any copyright, trademark or other proprietary rights notice from theWebsite or Services or any materials available through the Website or Services.(H) Frame or mirror any part of the Website or Services without Pariti’s express priorwritten consent.(I) Systematically download or store content from the Website or Services.(J) Use any robot, spider, site search/retrieval application or other manual or automaticdevice to retrieve, index, “scrape,” “data mine” or in any way gather content of theWebsite or in connection with the Services or reproduce or circumvent thenavigational structure or presentation of the Website or Services without Pariti’sexpress prior written consent. Notwithstanding the foregoing, Pariti grants theoperators of public search engines permission to use spiders to copy materials fromthe Website for the sole purpose of and solely to the extent necessary for creatingpublicly available searchable indices of the materials, but not caches or archives ofsuch materials. Pariti reserves the right to revoke these exceptions either generallyor in specific cases.(K) Additionally, you acknowledge and agree that you (and not Pariti) are responsiblefor obtaining and maintaining all telecommunications, broadband, and computerhardware, equipment and services needed to access and use the Website or Services,and paying all charges related thereto.1.2. User Account and Subscriptions: If You create a user account and/or subscribe to any of theServices, You will ensure that all usernames and passwords required to access the Servicesare kept secure and confidential. You are responsible to keep any of Your submitted data upto date and maintain the security of your account. You are fully responsible for all activitiesthat occur under the account and any other actions taken in connection with it. Providingfalse contact information of any kind may result in the termination of your account. You willimmediately notify us of any unauthorized uses of your account or any other breaches ofsecurity. We may suspend, disable, or delete your account (or any part thereof) if we2determine that you have violated any provision of these Terms or that your conduct orcontent would tend to damage our reputation and/or goodwill.

2. Intellectual Property

2.1. Ownership of Content: The Website, all of the information and materials contained therein,any information generated from the Website or Services and any information derived fromthe information and materials contained therein (collectively, the “Content”), as well as thesoftware used to make the Website available, are and shall remain the property of Pariti andits licensors and suppliers, and are protected, without limitation, pursuant to copyright,trademark, patent and/or other proprietary rights and laws. You do not acquire any right,title or interest in any Content by virtue of accessing the Website or making use of theContent or Services, and You may not take any action inconsistent with Pariti’s (or anylicensor’s or supplier’s) ownership of the Website, Content or Services.Pariti’s trademarks, service marks, trade names, domain names, trade dress and other proprietarylogos and indicia are the property of Pariti (“Pariti Marks”). All other marks are the property of theirrespective owners. You agree not to use any Pariti Marks. Notwithstanding any of the foregoing, any goodwillarising out of Your use of the Pariti Marks shall inure to the benefit of and belong to Pariti. No trademark orservice mark license is granted in connection with the right to use Content as set forth herein. Access to thePariti Website does not authorize anyone to use any name, logo or mark in any manner.Subject to these Terms, You are permitted to store, display, analyze, reformat and print Content onlyfor Your own internal business uses or as expressly permitted in writing by Pariti. You are not permitted topublish, disclose, transmit, or otherwise reproduce any Content, in whole or in part, in any form outside ofYour organization, other than to agents or representatives who are acting on Your behalf and that haveagreed in writing to maintain its confidentiality under terms no less restrictive than these Terms.Notwithstanding anything stated to the contrary herein, Pariti does not authorize You to make available anyContent to Your customers other than Content that Pariti has explicitly identified for such purpose in its solediscretion.2.2. Limited License to Services and Content: Until termination of these Terms and as long asyou meet any applicable payment obligations and comply with these Terms, Pariti grants toyou a personal, limited, nonexclusive, nontransferable, non-sublicensable, right and license touse the Services and Content.2.3. Feedback: Any suggestions, ideas, enhancement requests, feedback, recommendations orother information or documentation provided by You relating to the Services or Content(“Feedback”) are hereby assigned, transferred and conveyed by You to Pariti. You herebyacknowledge and agree that (a) your provision of any Feedback is gratuitous, unsolicited andwithout restriction and does not place Us under any fiduciary or other obligation; (b) anyFeedback is not confidential and Pariti has no confidentiality obligations with respect to suchFeedback; and (c) Pariti will be free to use or disseminate Feedback without any right ofattribution to You.2.4. Ownership and Use of Your Data: Your submission of any data and/or informationinputted by You or on Your behalf into the Website or otherwise provided by You or onyour behalf to us in connection with the Services (Your “Data”) is governed by Pariti’sPrivacy Policy, which is located at: https://www.pariti.io/legal (the “Privacy Policy”). Youagree that all information that you provide to us is true, accurate and complete, and that youwill maintain and update such information regularly. Except as set forth herein, You shall3retain all intellectual property rights (if any) in Your Data. However, access to Your Data iscontingent upon full payment of any fees payable to Pariti when due. You hereby grant Paritia nonexclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to use,copy, transmit, disclose, store, and back-up Your Data for the purposes of enabling You toaccess and use the Services, to permit Pariti to comply with its obligations under applicablelaw, regulation, or professional standards or policy regarding document retention (includingto meet applicable reporting obligations), and for any other purpose related to the provisionof the Services to You or as may be set forth in the Privacy Policy. Additionally, you herebygrant Pariti a nonexclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwidelicense to use, copy, transmit, disclose, display, store, and back-up Your Data for thepurpose of providing and improving the Services on a non-identifiable, anonymous,aggregated basis. Upon termination of these Terms in accordance with Section 7, at any timePariti may, in its sole discretion, destroy Your Data or any information otherwise providedby You to Pariti of any type or nature and shall have no obligation to maintain or providesuch Data or information to You. In addition, Pariti may retain Your Data or anyinformation otherwise provided by You to Pariti to comply with its obligations underapplicable law, regulation, or professional policy regarding document retention (including tomeet applicable reporting obligations) and as otherwise permitted herein and the PrivacyPolicy.

3. Payments

3.1. Generally: If You subscribe to a fee-based Service, the price and conditions of such Servicewill be stated separately during the subscription process and upfront before you make anypayments. Once payments are made, fees are non-refundable, and Services bought arenon-transferrable. Any sale or transfer of Services to third parties is not permitted. Forpayments to be made for fee-based subscriptions or Services, Pariti will use third-partyproviders such as payment gateways and other payment transaction processors. Suchthird-party providers have their own terms and policies in accordance to their respective lawsand jurisdiction and in respect to the information we are required to provide to them foryour purchase-related transactions. We recommend that you read their terms and policies soyou can understand the manner in which your personal information will be handled by theseproviders.3.2. Complete and Accurate Information: If your payment and registration information is notaccurate, current, and complete and you do not notify us promptly when such informationchanges, we may suspend or terminate your account and refuse any use of the Services. Ifyou do not notify our third party payment provider of updates to your payment method(e.g., credit card expiration date), to avoid interruption of the Services, they may participatein programs supported by your card provider (e.g., updater services, recurring billingprograms, etc.) to try to update your payment information, and you authorize us to continuebilling your account with the updated information that us or our third-party paymentprocessor obtain.

4. Disclaimers

4.1. No Warranties; No Responsibility to Update: NEITHER PARITI, ITS AFFILIATES ORANY OF ITS OR THEIR RESPECTIVE PROVIDERS MAKES ANY WARRANTY,EXPRESS OR IMPLIED, CONCERNING THE WEBSITE, ITS SERVICES OR4CONTENT. THE WEBSITE, SERVICES AND CONTENT ARE PROVIDEDSTRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS AT YOUR SOLE RISK.PARITI, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE PROVIDERSDISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCONNECTION WITH THE WEBSITE, SERVICES AND CONTENT OR THESETERMS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE OR USE, CORRECTNESS, QUALITY,ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, PERFORMANCE,TIMELINESS, OR CONTINUED AVAILABILITY OF THE WEBSITE, SERVICESAND CONTENT, OR THAT USE OF THE WEBSITE, SERVICES AND CONTENTWILL NOT INFRINGE, MISAPPROPRIATE OR VIOLATE ANY INTELLECTUALPROPERTY RIGHTS. PARITI CANNOT ENSURE THAT THE WEBSITE, SERVICESOR CONTENT (INCLUDING, WITHOUT LIMITATION, FILES, INFORMATIONOR OTHER DATA) YOU ACCESS OR DOWNLOAD RELATED TO THE WEBSITEWILL BE FREE OF ERRORS, DEFECTS, VIRUSES, CONTAMINATION ORDESTRUCTIVE FEATURES. NEITHER PARITI, ITS AFFILIATES OR ANY OF ITSOR THEIR RESPECTIVE PROVIDERS SHALL HAVE ANY RESPONSIBILITY TOMAINTAIN THE WEBSITE, SERVICES OR CONTENT OR TO SUPPLY ANYCORRECTIONS, UPDATES, OR RELEASES IN CONNECTION THEREWITH.4.2. No Professional Advice: THE CONTENT PROVIDED THROUGH THE WEBSITEAND/OR OR IN CONNECTION WITH THE SERVICES IS DESIGNED TOPROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECTMATTER COVERED. WHILE SUCH CONTENT MAY CONCERN ACCOUNTINGISSUES, LEGAL ISSUES OR OTHER ISSUES RELATED TO PROFESSIONALSERVICES, SUCH CONTENT IS NOT LEGAL ADVICE, ACCOUNTING ADVICEOR OTHER PROFESSIONAL SERVICES ADVICE. YOU SHOULD NOT ACT ORREFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT INCLUDED ONTHE WEBSITE OR IN CONNECTION WITH THE SERVICES WITHOUTSEEKING THE ADVICE OF A COMPETENT PROFESSIONAL IN THEAPPLICABLE SUBJECT MATTER. WE EXPRESSLY DISCLAIM ALL LIABILITY INRESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENTOF THIS SITE OR IN CONNECTION WITH THE SERVICES. YOUACKNOWLEDGE AND AGREE THAT THE CONTENT IS NOT PROVIDED FORTHE PURPOSE OF RENDERING ACCOUNTING, LEGAL OR OTHERPROFESSIONAL SERVICES. IF YOU BELIEVE YOU REQUIRE ADVICE OROTHER EXPERT ASSISTANCE, YOU SHOULD SEEK THE SERVICES OF ACOMPETENT PROFESSIONAL.4.3. Third Party Services and Links: The Services may incorporate certain functionality thatallows the routing and transmission of, and online access to, certain digital communicationsand content made available by third parties, including social media providers (suchcommunications and content, “Third Party Content”). By using such functionality, youacknowledge and agree that you are directing us to access and transmit to you Third PartyContent associated with such functionality. The Website or Services may provide links toother websites and online resources that include Third Party Content. Because we do notcontrol Third Party Content, you agree that Pariti is neither responsible nor liable for anyThird Party Content, including the accuracy, integrity, quality, legality, usefulness, or safetyof, or intellectual property rights relating to, such Third Party Content. We have no5obligation to monitor Third Party Content and we may block or disable access to any ThirdParty Content (in whole or part) via the Website or Services at any time. Your access to orreceipt of Third Party Content via the Website or Services does not imply our endorsementof, or our affiliation with any provider of, such Third Party Content. Further, your use ofThird Party Content may be governed by additional terms and conditions that are not setforth in these Terms or our Privacy Policy (for example, terms and conditions that are madeavailable by the providers of such Third Party Content). These Terms do not create any legalrelationship between you and the providers of such Third Party Content with respect to suchThird Party Content, and nothing in these Terms shall be deemed to be a representation orwarranty by Pariti with respect to any Third Party Content. It is Your responsibility to reviewthe privacy policies and terms of service of any other website or mobile application that Youvisit, including any third-party applications made available to You through the Services.YOU AGREE THAT IN NO EVENT WILL PARITI BE LIABLE TO YOU INCONNECTION WITH ANY WEBSITES, SERVICES, CONTENT, MATERIALS, ORPRACTICES OF ANY THIRD PARTY. YOU ACKNOWLEDGE AND AGREE THATANY CLAIM WHICH YOU MAY HAVE IN RESPECT OF SUCH THIRD-PARTYAPPLICATIONS MAY ONLY BE ASSERTED AGAINST THE PROVIDER OF SUCHTHIRD-PARTY APPLICATIONS, AND NOT AGAINST PARITI OR ANY OF IT SAFFILIATES.

5. Indemnification

You will defend, indemnify and hold Pariti and its affiliates harmless from and against any and allsuits, claims, losses, liabilities, damages, judgments, costs and expenses (including attorneys’ fees) arising from(i) Your use of or access to, or inability to use or access, the Website, Content or Services, (ii) Your violationof any of these Terms, or (iii) any text, file, data and other content or other data you may upload.

6. Limitation of Liability

USE OF THE SERVICES ARE AT YOUR OWN RISK. PARITI, ITS AFFILIATES,LICENSORS AND SERVICE PROVIDERS, AND THEIR RESPECTIVE PERSONNEL ARE NOTLIABLE TO YOU OR ANY THIRD PARTIES WITH RESPECT TO THE WEBSITE, ANY WEBSITESLINKED TO IT OR ANY SERVICES FOR ANY CAUSE WHATSOEVER REGARDLESS OF THEFORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICTLIABILITY OR OTHERWISE), FOR ANY (1) MATTER BEYOND ITS REASONABLE CONTROL,(2) LOSS OR INACCURACY OF DATA, CONTENT, LOSS OR INTERRUPTION OF USE, OR COSTOF PROCURING SUBSTITUTE TECHNOLOGY OR SERVICES, (3) INDIRECT, PUNITIVE,INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGESINCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS ORGOODWILL, OR (4) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (X)THE AMOUNTS PAID OR PAYABLE IN THE 6 MONTH PERIOD IMMEDIATELY PRECEDINGTHE DATE ON WHICH THE CAUSE OF ACTION AROSE FOR THE SERVICE AT ISSUE EVENIF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (Y) $1.00. THESE LIMITATIONSAPPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

7. Term and Termination

These Terms are effective on the date you first use the Website or Services for any purpose. Either party may terminate the use of the Website or Services on 30 days’ notice for its convenience; in which case all outstanding fees become immediately due and payable no later than the effective date of termination. We6may terminate your use of the Website or Services for any conduct that we consider to be inappropriate, or for your breach of these Terms, including the Rules of Conduct set forth in Section 1.1 (including, without limitation, if you repeatedly engage in copyright infringement via or in connection with the Website orServices). These Terms, including the Privacy Policy, survive regardless of non-use of the Website or if we stop performing Services for you for any reason or no reason at all.

8. Governing Law/Dispute Resolution

8.1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of New York.8.2. Arbitration: Any and all disputes relating to or arising from these Terms (including the arbitrability thereof), shall be settled by binding confidential arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes(“AAA Consumer Rules”), both of which are available at the AAA website (athttp://www.adr.org) or any successor provision thereto. Any arbitration will be conducted on an individual, rather than a class-wide, basis. Any party aggrieved will deliver a notice tothe other party setting forth the specific points in dispute. Any points remaining in dispute thirty (30) days after the giving of such notice may be submitted to AAA arbitration conducted before a single neutral arbitrator in New York. The arbitrator shall be appointed by agreement of the parties hereto. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. The decision of the arbitrator onthe points in dispute will be final, unappealable and binding, and judgment on the award maybe entered in any court having jurisdiction thereof. The parties agree that this provision has been adopted to rapidly and inexpensively resolve any disputes between them and that this provision will be grounds for dismissal of any court action commenced by either party with respect to these Terms, other than post-arbitration actions seeking to enforce an arbitrationaward or proceedings seeking equitable relief as permitted by this Section 8.2. Each party will bear its own expenses and the fees of its own attorneys. The parties and the arbitrator will keep confidential, and will not disclose to any person, except the parties’ advisors and legal representatives, or as may be required by law or to enforce in court an arbitrator’s award, the existence of any dispute hereunder.

9. Miscellaneous

9.1. Copyright Infringement Claims: The Digital Millennium Copyright Act of 1998 (the“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under international copyright law. If you believe in good faith that materials available on the Website or in connection with the Services infringe your copyright, you (or your agent) may send Pariti a written notice by mail, email or fax, requesting that Pariti remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Pariti a counter-notice. Notices and counter-notices shall meet the then-current statutory requirements imposed by the DMCA. Seehttp://www.copyright.gov/ for details. Notices and counter-notices should be sent toinfo@pariti.io. We suggest that you consult your legal advisor before submitting a notice orcounter-notice.79.2. Entire Agreement: These Terms, along with the Privacy Policy and any additional or amended terms and conditions applicable to the Services, constitute the entire agreement between you and us with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic)between You and us with respect to the Services.9.3. Modification: Pariti reserves the right, from time to time and in its sole discretion, to modify these Terms, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) without liability, by posting a notice on the Website or by sending You notice through the Services, via e-mail or by another means of electronic communication. We may also impose limits on certain features and services or restrict Your access to parts or all of the Services without notice or liability. It is Your responsibility to periodically check the Website for any modifications to these Terms, and your continued use of the Services after Pariti’s modification of these Terms constitutesYour acceptance of such modified Terms, which will apply to Your continued use of theServices going forward. Your use of the Services is subject to these Terms in effect at the time of such use.9.4. Force Majeure: Pariti shall not be liable for any failure to perform its obligations here under where such failure results from any cause beyond our reasonable control, including, without limitation, epidemics, pandemics, mechanical, electronic or communications failure or degradation.9.5. Assignment: These Terms are personal to You, and You may not assign, transfer or sublicense (except as expressly permitted hereunder) Your license and/or right here under without Pariti’s written consent. Pariti may assign, transfer or delegate any of its rights and obligations hereunder without Your consent.9.6. Agency: No agency, partnership, joint venture, or employment relationship is created as a result of these Terms.9.7. No Waiver: Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we will provide You with written notice of such waiver through one of our authorized representatives.9.8. Heading: The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.9.9. Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.9.10. Notices: Except as otherwise permitted by these Terms, any notice given under theseTerms by either party to the other shall be in writing by email and will be deemed to have been given on transmission. Notices to Pariti shall be sent to info@pariti.io or to any other email address notified by email to You by Pariti. Notices sent to You by email will be sent to the email address that we have on file for You as a user of the Services