SERVICE AGREEMENT
for
Outseer FraudAction™ Services*** IMPORTANT INFORMATION – PLEASE READ CAREFULLY ***THIS SERVICE AGREEMENT FOR THE OUTSEER FRAUD ACTION SERVICES ("AGREEMENT”) IS EFFECTIVE
AS OF THE DATE OF THE CUSTOMER’S SIGNED ACCEPTANCE OF THE APPLICABLE QUOTATION MAKINGREFERENCE TO THIS AGREEMENT.
ANY AND ALL REFERENCES TO "CUSTOMER" SHALL BE DEEMED TO MEAN THE CUSTOMER SET FORTH IN
AN APPLICABLE QUOTATION.
THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT BETWEEN YOU (MEANING THE INDIVIDUAL PERSONOR THE ENTITY THAT THE INDIVIDUAL REPRESENTS THAT HAS OBTAINED THE OUTSEER FRAUD ACTIONSERVICE FOR ITS INTERNAL PRODUCTIVE USE AND NOT FOR OUTRIGHT RESALE) (THE “CUSTOMER”) AND
OUTSEER WHICH MEANS (I) RSA SECURITY LLC, IF CUSTOMER IS LOCATED IN THE UNITED STATES,MEXICO OR SOUTH AMERICA; (II) THE LOCAL RSA SALES AFFILIATE, IF CUSTOMER IS LOCATED OUTSIDETHE UNITED STATES, MEXICO OR SOUTH AMERICA AND IN A COUNTRY IN WHICH RSA HAS A LOCAL RSA
SALES AFFILIATE; OR (III) RSA SECURITY & RISK IRELAND LIMITED OR OTHER AUTHORIZED RSA ENTITY AS
IDENTIFIED ON THE OUTSEER QUOTE OR STATEMENT OF WORK, IF CUSTOMER IS LOCATED OUTSIDE THE
UNITED STATES, MEXICO OR SOUTH AMERICA AND IN A COUNTRY IN WHICH RSA DOES NOT HAVE A LOCALSALES AFFILIATE.
THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH OUTSEER WILL PROVIDEAND CUSTOMER WILL RECEIVE THE FRAUD ACTION SERVICES (“FAS”) (AS DEFINED BELOW).
1.

DEFINITIONS. The following terms shall have the definitions below or set forth elsewhere herein.
“Activation Date” means activation of the FAS in accordance with the Service Setup Form.
“AFCC” means Outseer’s Anti-Fraud Command Center.
“Crimeware” means software or other software applications, or executables designed to misappropriate
personal credentials, personal data and/or to engage in fraudulent transactions using improperly obtained
identity information, all for the purpose of assisting with or performing illegal or improper acts;“Customer Domain” means a specific keyword(s) provided by Customer that references one (1) uniquetrademark, trade name, word mark, service mark or other designation (e.g., a corporate name) for which
the Customer claims legal and equitable ownership or rights thereto; and that shall be used by Outseer
as the basis for providing the FAS. Customer may request that Outseer extend the service to coveradditional Customer Domain(s) provided always that the Outseer project team shall not be required towork with more than one Customer project team.
“Documentation” means the manuals, handbooks and/or other information outlining the functionality of the FAS
whether in hard copy or soft copy form, that Outseer may provide with the FAS.
“Outseer Global Data NetworkTM” database means a database operated by Outseer which contains information
aggregated by Outseer, discovered by the parties as part of the performance of their obligations underOutseer FraudAction™ Service Agreement
this Agreement, obtained, and/or procured from third parties and/or resulting from risk and fraudassessments carried out by Outseer. For the avoidance of doubt, the Outseer Global Data Network
database does not include any Confidential Information of the parties or any Non-Public Personal
Information as defined in Section 5 below.
“Exhibit” means the Exhibit A referenced and attached hereto, the terms of which are incorporated herein.
“FraudAction Service” or “FAS” means the either one, all or any combination of the following services selectedby the Customer in the Quote and the Service Set Up Form:
a.

i.
ii.

Anti Phishing (“AP”)
Anti Trojan (“AT”)

iii.

Anti Rogue App (“ARA”);

iv.

Social Media Treat Protection (“SM”); andv.

Threat Reports and Data Feeds.

b.
FraudAction Cyber Intelligence (“FACI”)
These services are detailed in Exhibit A.
“FAS Term” means the number of months (12; 24 or 36) as specified in the Quote commencing from theActivation Date.
“Incident” means any one of the following:i.

“AP Incident” – Either (a) one (1) Universal Resource Locator (herein a “URL”); one (1) internet
domain; or one (1) website; which direct account holders and/or clients of the Customer to thosespecific web based locations; or (b) one (1) email account associated with either of the above web
based locations and which is used for the collection of compromised credentials (including e-mailmailbox involved in advance fee fraud “419” e-mail scams); and with respect to which Outseer took
action to close down or block the web based location or email account; used counter-measures;or performed forensic work.

ii.

“AT Incident” – One (1) element of Crimeware, uniquely identified using the “MD5 hash” method
via what is commonly known as the Universally Unique Identifier (“UUID”), with respect to which
Outseer took action to detect and analyze a Trojan, perform forensic work, close down or block thedomain or IP address of the “Infection Point”, (the site which executes a code routine for the
purpose of installing or updating Crimeware with or without the consent of the website viewer or
which makes Crimeware available for download by third parties) or, a “Command and Control”
point (being a computer which receives information from or controls a Trojan installed on a third
party's computer), or an “Update Point” (an web based resource from which Crimeware may
download software updates or new configuration instructions), or "Drop Site" (including an email
account which is used for the collection of compromised credentials);iii.

“ARA Incident” – A mobile app is internet application that runs on a mobile device (an “App”) thatenables users to (a) connect their device to internet services that are more commonly accessedby computers or (b) use the internet on their mobile device. An App store is an online portal/store
where Apps are publicly available for download, license or sale (“App Store”). An “AppDetection” means a universal resource locator (a “URL”) detected on an App Store by the AFCC
that contains a reference to a Customer Domain name. In the event of an App Detection, Customer
will receive an alert via email listing the detected App(s). Upon receipt of an App Detection alert,
Customer will promptly review the alert and identify in writing to Outseer which specific App(s)listed in the alert:a.

are not authorized nor approved by Customer; andb.

that Customer wants Outseer to take action(collectively the “Action Request”). Each App listed in an Action Request shall be counted as one(1) Incident for the purposes of taking action. Notwithstanding the foregoing, Customer agrees
that the same App in different App Stores that have different/unique URLs shall each be counted
as a separate Incident for the purposes of taking action.

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Outseer FraudAction™ Service Agreementiv.

“SM Incident” – Social networks are on-line portals or applications that enable its subscribers topublicly post information. Such postings are commonly known as ‘social media’. A “SM Detection”
means a threat detected in social media posting that contains a reference to a Customer Domainname. In the event of an SM Detection, Customer will receive an alert via email listing the detectedsocial media. Upon receipt of an SM Detection alert, Customer will promptly review the alert andidentify in writing to Outseer which specific SM listed in the alert:a.

are not authorized nor approved by Customer; andb.

that Customer wants Outseer to take action(collectively the “Action Request”). Each SM listed in an Action Request shall be counted as one(1) Incident for the purposes of taking action. Notwithstanding the foregoing, Customer agrees
that the same SM on different social networks that have different/unique URLs shall each becounted as a separate Incident for the purposes of taking action“Quote(s)” means one or more documents issued by Outseer specifying the FAS that Customer seeks to obtainfrom Outseer, the related pricing and sufficient other information to complete the transaction. The Quoteis incorporated into this Agreement by reference.
“Service Fee” means the service fee stated Quote.
“Territory” means the country designated in the Service Set Up Form wherein Outseer shall deliver the FAS to
the Customer.
2.

3.

SERVICES.
a.

Subject to the terms and conditions of this Agreement, and for so long as the Customer is current on thepayment of any and all applicable amounts due to Outseer hereunder, Outseer will provide to Customer,
for the duration of the FAS Term, on a non-exclusive and non-transferable basis, the FAS in the Territory(the “Service”).

b.

Outseer shall implement and activate the FAS in accordance with the service setup form (‘Service Setup
Form”). Customer will use reasonable endeavors to complete and submit the Service Set Up Form to
Outseer no later than seven (7) business days after the commencement of the Term. Upon receipt of aduly completed and accurate Service Set Up Form, Outseer will use reasonable endeavors to activate
the FAS within seven (7) business days from the receipt of such form. Access to the Dashboard may
become available to the Customer within fourteen (14) business days from the receipt of the relevant
information in the Service Set Up Form.

c.

Customer acknowledges that the basis of the Services is fraud mitigation and not the enforcement of the
Customer’s intellectual property rights. Outseer does not enforce nor provide services that enforce theCustomer’s legal or equitable property rights in a Customer Domain or brand.

TERM & TERMINATION.
a.

This Agreement shall commence and become effective from the Customer’s signed acceptance of the
Quotation and shall remain in effect for applicable FAS Term counted from the Activation Date (the “Initial
Term”). Any terms and conditions contained in such purchase order that are in addition to, conflict withor are inconsistent with the terms and conditions of this Agreement or the Exhibit shall be deemed strickenfrom such purchase order.

b.

Following the Initial Term, this Agreement will automatically renew for subsequent FAS Terms (being thesame duration as the Initial Term, each a “Renewal Term”), unless not less than sixty (60) days prior to
the end of the Initial Term (or any subsequent Renewal Term), either of the parties indicates in writing tothe other its intention not to renew this Agreement in which case this Agreement will expire on the last
day of the Initial Term or the then current Renewal Term as the case may be.

c.

Either party may notify the other in writing in case of the other's alleged breach of a material provision ofthis Agreement. The recipient shall have thirty (30) days from the date of receipt of such notice to effecta cure. If the recipient of the notice fails to effect a cure within such period, then the sender of the notice

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Outseer FraudAction™ Service Agreement
shall have the option of sending a written notice of termination of the Agreement, which notice shall takeeffect upon receipt.
d.

4.

Upon termination of the Agreement, Customer shall promptly return to Outseer, or destroy and certify inwriting to Outseer, that it has destroyed the original and all copies, in whole or in part, in any form, of theDocumentation, and any other Confidential Information disclosed by Outseer under the Agreement.
Termination of the Agreement shall not discharge any payment obligations accrued as of the effective
date of such termination even if such obligations are payable after the termination date. Upon any
termination of this Agreement, Sections 3, 4, 5, 6, and 8 through 12 hereof shall survive in accordancewith their terms.

OWNERSHIP, INTELLECTUAL PROPERTY RIGHTS AND LICENSE.
a.

Outseer shall retain and own all right, title and interest and all Intellectual Property in and to the Services
and nothing herein transfers or conveys to the Customer any ownership right, title or interest in or to theService or any license right with respect to same not expressly granted herein. As used herein,“Intellectual Property” shall include, without limitation, copyrights, trade-secrets, service names,
trademarks (including the Outseer Marks), tradenames, domain names, patents, know-how, formulation,
data, technology, designs, inventions, improvements, discoveries, processes, models or sales, financial,
contractual and marketing information and all other intellectual or industrial property and like rights
whether or not registered and the applications thereof;b.

Subject to the terms and conditions of this Agreement, Outseer grants Customer a non-exclusive, nontransferable, non-sub-licensable right to access and use the Services for the purpose for which it is madeavailable to Customer in accordance with the Documentation.

c.

Customer acknowledges that in providing the Services, Outseer may utilize (i) the Outseer name, theOutseer logo, the Outseer domain name, the product names associated with the Services and othertrademarks; (ii) certain methodology, information, documents, software and other works of authorship;and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, knowhow and other trade secrets, techniques, designs, inventions, look and feel of the Services and othertangible or intangible technical material or information (collectively "Outseer Technology") and that theOutseer Technology is the exclusive property of Outseer, contains valuable trade secrets and Confidential
Information of Outseer, and is covered by Intellectual Property rights owned or licensed by Outseer. Other
than as expressly set forth in this Agreement, no license or other rights in the Outseer Technology or theServices are granted to Customer, and all such rights are hereby expressly reserved. Nothing containedin this Agreement shall be deemed to convey to Customer any right, title or interest in or to the Services
or data therein or the Outseer Technology, except to the extent of the limited license granted in thisAgreement.

d.

Customer shall not (i) modify, copy or make derivative works based on the Outseer Technology or theServices; (ii) disassemble, reverse engineer, or decompile any of the Outseer Technology; or (iii) sell,
sublicense, transfer or make available the Outseer Technology or the Services to any third parties.

e.

Except for Customer Domains, Outseer shall retain and own all right, title and interest and all Intellectual
Property Rights to all information which is collected, submitted to and made available on the Outseer
Global Data Network database in the course of the performance by either Party of their obligations under
this Agreement (or where such title cannot be granted or otherwise transferred to Outseer then Customer
agrees to grant Outseer an non-exclusive, fully paid and perpetual right to use, distribute and/or otherwise
make available such information).

f.

During the term of the Agreement, the Customer hereby grants to Outseer, subject to the terms andconditions of this Agreement, a limited, royalty-free, non-exclusive, non-transferable, non-sublicensable,
worldwide right and license to use and display the Customer’s trade names, trademarks, service marks
and associated logos and other promotional materials set forth in the Service Setup Form (the “Marks”),
solely to the extent necessary for Outseer to perform its obligations hereunder, including but not limited
to issuance of the cease and desist notice(s).

g.

The Customer will retain all right, title and interest in and to its Marks, and all goodwill associated withuse of such Marks will inure solely to the benefit of the Customer. All use of the Customer’s Marks by
Outseer shall conform to good trademark usage practice or any reasonable trademark usage guidelines

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Outseer FraudAction™ Service Agreement
or instructions that the Customer may provide to Outseer from time to time. No licenses are hereby
granted by Customer to Outseer with respect to the Marks except for those expressly set forth in thisAgreement.
5.

6.

CONFIDENTIALITY.
a.

“Confidential Information” means the terms of this Agreement and all confidential and proprietary
information of Outseer or Customer, including without limitation all business plans, product plans, financial
information, software, designs, formulas, methods, know how, processes, materials provided to Customer
in the course of performing Services under this Agreement, and technical, business and financial data of
any nature whatsoever (including, without limitation, any marketing, pricing and other information
regarding the Services), provided that such information is marked or designated in writing as“confidential,” “proprietary,” or any other similar term or designation. Confidential Information does notinclude information that is (i) rightfully in the receiving party’s possession without obligation ofconfidentiality prior to receipt from the disclosing party; (ii) a matter of public knowledge through no faultof the receiving party; (iii) rightfully furnished to the receiving party by a third party without restriction on
disclosure or use; or (iv) independently developed by the receiving party without use of or reference tothe disclosing party's Confidential Information. Each party shall (i) use Confidential Information of theother party only for the purposes of exercising rights or performing obligations in connection with thisAgreement , and (ii) use at least reasonable care to protect from disclosure to any third parties any
Confidential Information disclosed by the other party for a period from the date hereof until three (3) years
following the later of (i) the termination date of this Agreement or (ii) the last date of the completion orother termination of Services under this Agreement entered into hereunder, provided, however, that
Confidential Information that constitutes, contains or reveals, in whole or in part, Outseer proprietary rights
shall not be disclosed by the receiving party at any time. Notwithstanding the foregoing, a receiving party
may disclose Confidential Information pursuant to a valid order of a court or authorized government agency
provided that the receiving party has given the disclosing party prompt notice, to the extent legallypermissible, so that the disclosing party will have an opportunity to defend, limit or protect against suchdisclosure.

b.

Outseer may identify Customer for reference purposes unless and until Customer expressly objects inwriting.

c.

Customer may not disclose the results of any performance tests of a Service to any third party without
Outseer’s prior written approval. Notwithstanding the foregoing, (i) Outseer may disclose Customer
Confidential Information to an Affiliate or contractor (who is under an obligation of confidentiality) for the
purpose of fulfilling Outseer’s obligations or exercising Outseer’s rights hereunder so long as Outseer and
its Affiliates comply with the confidentiality obligations above.

d.

The Parties do not intend to disclose to one another hereunder information that would be covered by theapplicable privacy legislation within or outside of the United States (herein “Non-Public Personal
Information”). Accordingly, neither Party shall disclose to the other hereunder any Non-Public Personal
Information regarding either Party’s employees, customers, suppliers or other business partners.

INVOICING & PAYMENT. In consideration of the FAS, Customer shall pay Outseer the Service Fee together
with any other fees and expenses as set forth in the Quote. Customer shall reimburse Outseer for travel andother usual and customary expenses incurred by Outseer’s personnel in connection with any on-site visits
requested by the Customer. All Incident counts and payments are made on a FAS Term basis. The Service
Fee is invoiced in advance of the FAS Term. If Service Fee is to be invoiced on a monthly basis, the monthly
service fees are determined based on the total Incident allocation for the FAS Year. Therefore, where Customer
has exhausted its Incident allocation before the expiration of the then current FAS Term, the stated monthly
Service Fees due for the remainder of that FAS Term shall continue to become due and payable upon invoice
by Outseer. All Incidents allocated to a FAS Term must be used within that FAS Term; all unused Incidents shall
expire without notice from Outseer. Expired or unused Incidents shall not be carried forward to any subsequent
FAS Term. If Customer exhausts the Incident allocation before the end of the FAS Term, Outseer will suspend
performance of the AP, AT, ARA, SM and Threat Report/Data Feed components of the FAS until such time when
Customer renews purchases additional Incidents pursuant to an additional Outseer Quotation provided however

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Outseer FraudAction™ Service Agreement
Outseer may in its sole discretion continue performance of the AP, AT, ARA and SM components of the FAS
subject to Customer’s obligation to reimburse Outseer for an additional Incident Allocation.
Outseer shall submit invoices for fees and reimbursable costs and expenses and Customer shall pay each
invoice in the manner specified herein. Customer will also pay all related taxes and withholdings, except for
those based on Outseer’s net income. If Customer is required to withhold taxes, then Customer will forward any
withholding receipts to Outseer. Subject to Outseer’s credit approval, all amounts are due in the currency statedon the invoice and in full 30 days after the date of Outseer's invoice, with interest accruing thereafter at the lesserof 1.5% per month or the highest lawful rate. In the event the Quote reflects an unlimited Incident count during
the FAS Term, Customer acknowledges that the Service Set Up Form cannot be modified without Outseer
express written agreement.
7.

WARRANTY.
a.

Outseer shall perform the Service (i) in a workmanlike manner and in accordance with generally acceptedindustry standards and (ii) substantially in accordance with the Documentation for such
Service. Customer must notify Outseer of any failure to so perform within ten (10) days after the date on
which such failure first occurs. If Outseer is unable to correct and/or re-perform the Service within areasonable time, then Outseer’s entire liability and Customer’s exclusive remedy for failure to so perform
shall be at Customer’s sole option and upon written notice to Outseer, termination of the Agreement
forthwith and Outseer shall refund the remainder of any unused fees paid in advance by Customer for theaffected Service and which remain undelivered as of the termination date.

b.

Customer represents and warrants that:i.

it has the authority and that it has obtained all necessary approvals in order to deliver Customer
data to Outseer or its agents.

ii.

it owns legal and equitable title or licenses to the Customer Domain(s);iii.

it possesses all necessary authority and approvals and has duly authorized Outseer to deliver thecease-and-desist notices on behalf of the Customer;iv.

the information provided in the Service Setup Form (or any updates thereto provided by Customer
from time to time) and the Action Request is complete and accurate.

c.

ANY INFORMATION COLLECTED AND/OR OTHERWISE OBTAINED BY OUTSEER AND
SUBSEQUENTLY DELIVERED TO CUSTOMER PURSUANT TO THE FAS IS PROVIDED “AS IS” AND
OUTSEER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR
VERACITY OF THE INFORMATION. The Customer further acknowledges and agrees that Outseer isforwarding such Information without alteration and that Outseer is not the owner, originator or the authorof the Information delivered.

d.

OUTSEER DOES NOT WARRANT THAT INFORMATION COLLECTED PURSUANT TO THE FAS WILLMEET ANY SPECIFIC CRITERIA, INCLUDING BUT NOT LIMITED TO COMPLIANCE WITH ANY“CHAIN OF CUSTODY AND/OR CHAIN OF EVIDENCE” PROTOCOLS, WHICH MAY BE REQUIREDFOR THE INFORMATION TO BE ADMITTED AS EVIDENCE IN ANY CRIMINAL OR CIVIL
PROCEEDING BEFORE ANY JURISDICTION.

e.

Disclaimer and Exclusions. Except as expressly stated in Section 7(A) above, Outseer (including its
suppliers, subcontractors, employees and agents) provides Services “AS IS” and makes no other express
or implied warranties, written or oral, and ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED,INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISINGBY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF
TRADE. NOTHING HEREIN IS INTENDED TO CONSTITUTE OR CREATE ANY REPRESENTATION
OR WARRANTY BY OUTSEER TO ANY THIRD PARTY, (INCLUDING END USERS), DIRECTLY OR
AS A THIRD-PARTY BENEFICIARY, WITH RESPECT TO ANY OF THE SERVICES PROVIDEDHEREUNDER.

f.

Disclaimers relating to the FACI service:

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Outseer FraudAction™ Service Agreement

8.

9.

i.

Customer acknowledges and agrees that in certain jurisdictions Outseer may, with or without priornotice to the Customer, be compelled by law to disclose Information collected in the performanceof the FACI service to law enforcement or other public authorities notwithstanding any
recommendations and/or instructions of the Customer to the contrary and any such disclosure will
not be a breach of the confidentiality obligations of the Agreement or any other section thereof.

ii.

Subject to Outseer's reasonable discretion, Outseer will cooperate with law enforcement
authorities as requested by the Customer (and at Customer’s sole cost and expense) in order toprovide reasonable assistance with the apprehension of fraudsters seeking to withdraw
misappropriated funds in cash via identified cash collection points. Notwithstanding the above,
Outseer will provide such cooperation only in accordance with the Agreement.

iii.

Outseer will not act on behalf of the Customer or as the Customer’s agent or representative for the
purpose of its cooperation with law enforcement agencies and neither will Outseer act as
Customer’s adviser nor provide the Customer with any advice including but not limited to any legal,
technical or other advice in relation to its use of the FACI service deliverables.

iv.

The parties further acknowledge that the FACI service may present risks including but not limited
to potential acts of retaliation by fraudsters which may be directed against Outseer and/or the
Customer and/or the Customer’s account holders and/or any number of third parties.

LIMITATION OF LIABILITY.
a.

OUTSEER’S TOTAL LIABILITY (INCLUDING THE LIABILITY OF ANY SUPPLIER, SUBCONTRACTOR,EMPLOYEE OR AGENT OF OUTSEER), AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR
ANY CLAIM OF ANY TYPE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANYSERVICES PROVIDED HEREUNDER, SHALL BE LIMITED TO PROVEN DIRECT DAMAGES CAUSEDBY OUTSEER’S SOLE NEGLIGENCE IN AN AMOUNT NOT TO EXCEED (I) US$1,000,000, FOR
DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY; AND (II) THE PRICE PAID BY
CUSTOMER TO OUTSEER FOR THE SPECIFIC SERVICE FROM WHICH SUCH CLAIM ARISES IN
THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A
CLAIM HEREUNDER, FOR DAMAGE OF ANY TYPE NOT IDENTIFIED IN (I) ABOVE BUT NOTOTHERWISE EXCLUDED HEREUNDER.

b.

EXCEPT WITH RESPECT TO CLAIMS REGARDING VIOLATION OF OUTSEER PROPRIETARYRIGHTS (INCLUDING ANY LICENSE GRANTED THEREUNDER), NEITHER CUSTOMER NOROUTSEER (INCLUDING OUTSEER’S SUPPLIERS, SUBCONTRACTORS, EMPLOYEES AND
AGENTS) SHALL (I) HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSSOF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY
THEREOF; AND (II) BRING ANY CLAIM BASED ON ANY SERVICE PROVIDED HEREUNDER MORE
THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

GOVERNMENT REGULATIONS. The Services and any technology delivered in connection therewith pursuant
to this Agreement may be subject to governmental restrictions on (i) exports from the U.S.; (ii) exports from othercountries in which such Services and technology may be provided or located; (iii) disclosures of technology toforeign persons; (iv) exports from abroad of derivative products thereof; and (v) the importation and/or use ofsuch technology included therein outside of the United States (collectively, "Export Laws"). Diversion contrary
to U.S. law is expressly prohibited. Customer shall, at its sole expense, comply with all Export Laws and Outseer
export policies made available to Customer by Outseer. Customer represents that it is not a restricted person,
which shall be deemed to include any person or entity located in or a national of any countries that may, fromtime to time, become subject to U.S. export controls for anti-terrorism reasons or with which U.S. persons are
generally prohibited from engaging in financial transactions; or (2) on any restricted person or entity list
maintained by any U.S. governmental agency. Certain information, Services or technology may be subject tothe International Traffic in Arms Regulations. This information, Services or technology shall only be exported,transferred or released to foreign nationals inside or outside the United States in compliance with such
regulations. Certain information, products or technology may be subject to the International Traffic in Arms

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Outseer FraudAction™ Service Agreement
Regulations (“ITAR”). This information, products or technology shall only be exported, transferred or released
to foreign nationals inside or outside the United States in compliance with ITAR.
10.

NOTICES. Any notices permitted or required under this Agreement shall be in writing, and shall be deemed
given when delivered (i) in person; (ii) by overnight courier, upon written confirmation of receipt; (iii) by certified
or registered mail, with proof of delivery; (iv) by facsimile transmission with confirmation of receipt; or (v) byemail, with confirmation of receipt. Notices shall be sent to the address, facsimile number or email address set
forth above, or at such other address, facsimile number or email address as provided to the other party in writing.

11.

INDEPENDENT CONTRACTORS. The parties shall act as independent contractors for all purposes under thisAgreement. Nothing contained herein shall be deemed to constitute either party as an agent or representativeof the other party, or both parties as joint venturers or partners for any purpose. Neither party shall be responsible
for the acts or omissions of the other party, and neither party will have authority to speak for, represent or obligate
the other party in any way without the prior written approval of the other party.

12.

MISCELLANEOUS. This Agreement (i) shall constitute the complete statement of the agreement of the parties
with regard to the subject matter hereof and (ii) may be modified only by a writing signed by authorized
representatives of both parties. Except for the payment of fees, neither party shall be liable under this Agreement
because of a failure or delay in performing its obligations hereunder on account of any force majeure event, suchas strikes, riots, insurrection, terrorism, fires, natural disasters, acts of God, war, governmental action, or any
other cause which is beyond the reasonable control of such party. Outseer shall not be liable under thisAgreement because of failure or delay in performing its obligations hereunder on account of Customer’s failure
to provide timely access to facilities, space, power, documentation, networks, files, software, and Customer
personnel that are reasonably necessary for Outseer to perform its obligations. Neither party may assign thisAgreement to a separate legal entity, without the other party's written consent. Neither party shall unreasonably
withhold or delay such consent; provided, however, that such written consent shall not be required if (i) either
party assigns this Agreement to a separate entity in connection with a merger, acquisition, or sale to such otherseparate entity, unless the surviving entity of the merger, acquisition, or sale of assets is a direct competitor of
the other party. Nothing herein shall limit Outseer’s right to assign its right to receive and collect payments
hereunder. This Agreement is governed by the laws of the Commonwealth of Massachusetts, excluding its
conflict of laws rules. The Parties hereby: (1) irrevocably commit to the exclusive jurisdiction of the federal andstate courts located in the Commonwealth of Massachusetts for the purpose of any suit, action or proceedingarising out of this Agreement, the subject matter hereof or any of the transaction contemplated hereby broughtby either Party or its successors or assigns; (2) waives, and agrees not to assert, by way of motion, as a defense
or otherwise, in such suit, action or proceeding, to the fullest extent permitted by applicable law, that the suit,action or proceeding is brought in an inconvenient forum, that the venue or the suit, action or proceeding is
improper, that that this Agreement, or the subject matter hereof or any of the transactions contemplated hereby
may not be enforced in or by such courts; (3) waives the right to trial by jury of any suit, action or proceeding;and (4) waives any right, claim, or entitlement to any punitive or exemplary damages whatsoever, except asotherwise provided in this Agreement. All terms of any purchase order or similar document provided by
Customer, including but not limited to any pre-printed terms thereon and any terms that are inconsistent, add to,or conflict with this Agreement, shall be null and void and of no legal force or effect. No waiver shall be deemeda waiver of any prior or subsequent default hereunder. If any part of this Agreement is held unenforceable, thevalidity of the remaining provisions shall not be affected. In case of any conflict between an Exhibit and thisAgreement, the Exhibit shall control. Each Party will comply with all applicable laws and will obtain, and will
maintain in full force and effect, all licenses, permits, approvals, and other authorizations that are necessary or
required to perform its obligations under this Agreement. The titles and headings of the Sections and othersubdivisions of this Agreement are for convenience of reference only and shall not modify, define or limit any of
the terms or provisions of this Agreement. This Agreement has been drawn up in and shall be construed inaccordance with the English language.

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Outseer FraudAction™ Service Agreement
EXHIBIT – AThis Exhibit describes the components which form the (i) FAS, and (ii) FACIFAS DESCRIPTION
From the Activation Date, each component of the FAS (as selected in the Service Set Up Form) shall be provided withrespect to the Customer Domains as specified in the applicable Service Setup Form.
FAS OPERATIONS
AP, AT and ARA services are operational and supported 24 hours per day seven days per week by the AFCC.
AP Incident detection is based on continuous scanning of tens of millions of potentially malicious URLs on an ongoingbasis. URL sources include, but are not limited to, the following: spam and abuse reports, email decoys and honeypots,
customer abuse mailbox and customer web access logs, enterprise email gateways, desktop users and selected large
ISPs.
AT Incident detection is based on ongoing analysis of thousands of Crimeware variants. Crimeware sources include,
but are not limited to, Anti-Virus partners, honeypot operations and Outseer’s proprietary internal Crimeware detection
technologies.
AR Incident detection is based on ongoing scanning of numerous app stores hosting offending mobile applications,and analysis of such apps.
SM Incident detection is based on ongoing scanning of numerous social networks.
FRAUD ACTION CYBER INTELLIGENCE (FACI) DESCRIPTION
From the Activation Date, each component of the FACI (as selected in the Service Set Up Form) shall be provided withrespect to the Customer Domains as specified in the applicable Service Setup Form.
FACI OPERATIONSFACI services are operational and supported during Outseer’s regular office hours on days that is open for regularbusiness.

FAS AND FACI COMPONENTS
For a more detailed description please consult the Service Description at:https://www.outseer.com/wp-content/uploads/2021/06/Outseer_DataSheet_FraudAction.pdf

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