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<br />FirstTwo, Inc.
<br />1 Blackfield Drive #242
<br />Tiburon, CA 94920
<br />www.firsttwo.com
<br />888-934-7782
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<br /> FirstTwo, Inc. • 1 Blackfield Drive #242 • Tiburon, CA 94920
<br />888-934-7782 • www.firsttwo.com • support@firsttwo.com • v5.5.1
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<br />FIRSTTWO TERMS
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<br /> These Terms are entered into by and between FirstTwo, Inc. (“FirstTwo”) and the customer (“Customer”) identified in
<br />the corresponding FirstTwo customer order form (“Order”) to which these Terms are attached. FirstTwo and Customer are
<br />sometimes referred to herein individually as a “Party” and together as the “Parties”. By executing an Order, Customer agrees
<br />to be bound by these Terms, effective as of the date set forth on the Order.
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<br /> 1. Scope. These Terms cover the licensing of FirstTwo’s proprietary software in machine-readable, object code
<br />form accessible by Customer via FirstTwo’s websites and mobile applications, and any other software provided to Customer by
<br />FirstTwo (collectively, the “Software”).
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<br /> 2. License Grant. Subject to Customer’s payment of all amounts due under this Agreement and compliance
<br />with all of the terms of this Agreement, FirstTwo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable,
<br />revocable license during the Term (defined below) to authorize up to the number of individual human end users of Customer
<br />specified in an Order to access the Software from servers operated by FirstTwo or a third party host or to install and access the
<br />Software on official, Customer authorized laptops, workstations, desktops, or devices, in each case, strictly for internal and
<br />official Customer purposes (the “License”).
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<br /> 3. LIMITED WARRANTY.
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<br /> 3.1 Warranty. FirstTwo warrants to Customer that the Software will perform in all material respects with the
<br />specifications provided to Customer. FirstTwo will use commercially reasonable efforts to update and correct any portions of the
<br />Software that do not comply with the warranty set forth herein. If, after the expenditure of commercially reasonable efforts,
<br />FirstTwo is unable to correct the noncompliance, FirstTwo will refund a prorated amount of the fee paid by the customer for the
<br />Software, based on the time Customer accessed the Software prior to noncompliance.
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<br /> 3.2 Disclaimer. THE WARRANTIES SET FORTH IN THIS SECTION 3 ARE EXCLUSIVE AND IN LIEU OF ALL
<br />OTHER WARRANTIES OF FIRSTTWO, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT THERETO OR ANY PART
<br />THEREOF, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF RELIABILITY, USEFULNESS, MERCHANTA-
<br />BILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, PRIVACY, ACCURACY OF RE-
<br />SULTS OR CUSTOMER’S USE THEREOF, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR
<br />TRADE. FOR CLARITY, ANY USE OR RELIANCE ON THE SOFTWARE BY CUSTOMER OR CUSTOMER’S END USERS
<br />SHALL BE AT CUSTOMER’S AND END USERS OWN RISK.
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<br /> 4. Indemnification. Customer agrees to defend, hold harmless, and indemnify FirstTwo, and its affiliates, offic-
<br />ers, directors, employees, suppliers, consultants, and agents (“Indemnified Parties”), from any and all claims, liability, damages,
<br />and costs (including but not limited to reasonable attorneys’ fees, witness fees and court costs incurred and/or those necessary
<br />to successfully establish the right to indemnification) that are threatened, asserted, filed, assessed or imposed against FirstTwo
<br />and/or any Indemnified Party (collectively "Claims"), to the extent that such Claims arise out of or relate to (i) Customer’s failure
<br />to comply with any provision of these Terms or any violation by Customer of any law; or (ii) bodily injury or death or damage to
<br />property suffered or caused by Customer or any of its employees or contractors.
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<br />FirstTwo agrees to defend, hold harmless, and indemnify Customer from any and all claims, liability, damages, and
<br />costs (including but not limited to reasonable attorneys’ fees, witness fees and court costs incurred and/or those necessary to
<br />successfully establish the right to indemnification) that are threatened, asserted, filed, assessed or imposed against Customer
<br />(collectively "Customer Claims"), to the extent that such Customer Claims arise out of or relate to the gross negligence or willful
<br />misconduct of FirstTwo in the performance of this Agreement.
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<br />Docusign Envelope ID: 16A62DEF-2806-8F17-803F-37F6DA7AE388
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