Reflex General Terms and Conditions

Reflex is an enterprise payment operations suite that Amboss provides to You. These Reflex General Terms and Conditions (these "Terms") is an agreement between Amboss Technologies, Inc. ("Amboss", "we", or "us") and the person or entity entering into these Terms ("Customer", "You", or "Your"). These Terms govern Your access to and use of the Reflex websites, including those currently located at https://amboss.space/reflex and https://rpo.dev (the "Reflex Sites") and the content, products, APIs, services and features that Amboss makes available to You as well as other services that Amboss may offer from time to time and that link to these Terms (collectively, the "Reflex Services"). Please see Section 12 for definitions of certain capitalized terms used in these Terms.

THESE TERMS TAKE EFFECT WHEN YOU CLICK AN "I ACCEPT" BUTTON OR CHECK BOX PRESENTED WITH THESE TERMS OR, IF EARLIER, WHEN YOU USE ANY OF THE REFLEX SERVICES (THE "EFFECTIVE DATE").

Dispute Resolution. PLEASE BE AWARE THAT SECTION 10 (DISPUTE RESOLUTION; ARBITRATION) CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND AMBOSS OR OTHERWISE ARISING OUT OF THESE TERMS. AMONG OTHER THINGS, SECTION 10 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND AMBOSS OR OTHERWISE ARISING OUT OF THESE TERMS WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION AND A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 10 CAREFULLY.

You can contact Amboss at [email protected] for general questions on these Terms or the Reflex Services, to provide Feedback or request technical support for the Reflex Services.

Please read these Terms carefully and make sure You understand them before using the Reflex Services. By using the Reflex Services, You acknowledge and accept these Terms. If You do not understand these Terms or do not agree to any part of them, please do not use the Reflex Services.

1. SCOPE OF AGREEMENT

1.1. General. You may, and permit Your Authorized Users to, access and use the Reflex Services (including the Content) in accordance with these Terms. Amboss will provide the Reflex Services substantially in accordance with the Documentation. Amboss may elect, in its sole discretion, to provide the Reflex Services to You directly or through its Affiliates or subcontractors, including Amboss Technologies, GmbH.

1.2. Amboss Resellers. From time to time, Amboss may permit an Amboss reseller (a "Reseller") to directly provide You the Reflex Services. If You purchase Reflex Services through a Reseller, You may need to enter into separate terms and conditions with such Reseller.

1.3. Service Terms and Policies. Different Reflex Services may be governed by separate terms and conditions. You may be required to accept additional Service Terms and Policies to use certain Reflex Services. These Terms incorporate by reference the Service Terms and Policies. In the event of a conflict between these Terms, any Service Terms, and the Policies, the conflict will be resolved in the following order of precedence: the Service Terms, these Terms, and the Policies.

1.4. Changes to the Reflex Services. Amboss may, at its sole discretion, change, discontinue, or limit access to all or part of the Reflex Services, including the Content, for any reason at any time without liability to You. If Amboss discontinues all or part of the Reflex Services, where possible, Amboss will give You at least 30 days prior notice via in-product messaging, adding a notice on the Reflex Sites, email, and/or other means that Amboss may designate from time to time.

1.5. Changes to these Terms. Amboss may amend or modify these Terms at any time by posting the revised agreement on the Reflex Sites and/or providing a copy to You. The revised Terms will be effective at the time they are posted but changes will not apply retroactively. Your continued use of the Reflex Services after the posting of the revised Terms constitutes Your acceptance of the revised Terms. If You do not consent to any such modification, Your sole and exclusive remedy is to terminate use of the Reflex Services and close Your Account.

1.6. Third Party Websites and Reflex Services. Links from the Reflex Services to third-party websites, content, or services are provided for Your convenience only. Amboss has no obligation to monitor, control, or restrict the use of third-party websites or services accessible via links or APIs available as part of the Reflex Services ("Third-Party Services"). The Third-Party Services are not under Amboss' control, and You acknowledge that (whether or not such Third-Party Services are affiliated in any way with Amboss), Amboss is not responsible for the accuracy, compliance, legality, decency, or any other aspect of the content of such Third-Party Services. The inclusion of such a link or ability to integrate with a Third-Party Service does not imply endorsement of any Third-Party Service by Amboss or any association with its operators. If You decide to use any Third-Party Service, You do so entirely at Your own risk and subject to the terms and conditions of use for such Third-Party Service.

1.7. Beta Service. Amboss may make the Reflex Services available as a Beta Service. You may choose to try such Beta Service or not at Your sole discretion. You are fully liable under these Terms to Amboss and its Affiliates for any Damages arising out of Your use of the Beta Service. THESE TERMS WILL GOVERN THE BETA SERVICES EXCEPT THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NEITHER AMBOSS NOR ITS AFFILIATES OR RESELLERS HAVEANY INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE AMBOSS', ITS AFFILIATES' AND ITS RESELLERS' TOTAL LIABILITY WITH RESPECT TO THE BETA SERVICE(S) WILL NOT EXCEED $100 USD.

2. CUSTOMER RESPONSIBILITIES

2.1. Eligibility. To be eligible to use the Reflex Services, You must be at least 18 years old, and have the legal rights in Your country to form a binding contract with Amboss. There are certain features which may or may not be available to You depending on Authorized Territory and other criteria determined by Amboss.

2.2. Acceptance on Behalf of an Entity. If You are agreeing to be bound by these Terms on behalf of Your employer or other Person, You represent and warrant that You have full legal authority to bind Your employer or such other Person to these Terms. If You do not have the requisite authority, You may not accept these Terms or use the Reflex Services on behalf of Your employer or other Person.

2.3. User Accounts. You may need to create (or request Amboss to create) an Amboss account(s) for You and Your Users to use the Reflex Services ("Account"). You will, and ensure that Your Users will (a) protect and keep each Account confidential, (b) ensure that no unauthorized Persons accesses such Account, (c) immediately deactivate an Account when a User no longer needs access to such Account to use the Reflex Services, and (d) immediately notify Amboss if You become aware of any loss of an Account or unauthorized access to an Account. It is Your sole responsibility to ensure You maintain accurate contact information with Amboss. You are responsible for all actions and omissions of Your Users relating to the Reflex Services. You are deemed to have taken any action that You permit, assist or facilitate any Person to take including through Your or Your Users' Accounts or otherwise relating to the Reflex Services.

2.4. Certain Restrictions on Use of the Reflex Services.

a. You will not use the Reflex Services in any manner or for any purpose other than as expressly permitted by these Terms. Without limiting the foregoing, You will not and will not attempt to directly or indirectly (i) reverse engineer, disassemble, or decompile the Reflex Services or apply any other process or procedure to derive the source code of any software included in the Reflex Services; (ii) use the Reflex Services to build a competitive product or service or copy any features, functionalities or ideas of the Reflex Services (except to the extent Applicable Laws do not permit this restriction), (iii) access or use the Reflex Services in a way that is intended to avoid incurring Fees or exceed applicable usage limits or restrictions, (iv) violate these Terms or Applicable Laws, (v) unless expressly permitted by Amboss in writing, transfer, resell, lease, share or sublease the Reflex Services (including any Content) or any part thereof, (vi) use the Reflex Services or any Third-Party Services to store or transmit Malicious Code, (vii) permit any other Person to access or use the Reflex Services in a way that circumvents any contractual, technical or other restrictions; or (viii) engage in, promote or encourage illegal activity or abusive behavior.

b. You may not use information included in the Reflex Services, including any Content, (i) for any consumer debt use (as defined below), including the collection of a consumer debt; or (ii) to determine an individual consumer's eligibility for (a) credit or insurance for personal, family, or household purposes; (b) employment; or (c) a government license or benefit or (iii) any purpose prohibited by Applicable Laws. The term "consumer" is defined in the United States Fair Credit Reporting Act at 15 USC §1681. As used herein "consumer debt" includes any obligation or alleged obligation of a consumer to pay money arising out of a transaction for personal, family or household purposes in which a creditor grants a right to a debtor to defer payment of debt or to incur debts and defer its payment or to purchase property or services and defer payment.

2.5. Compliance with Applicable Law and Trade Compliance. You will comply with all Applicable Laws in connection with these Terms, including all applicable import, re-import, sanctions, anti-boycott, export and re-export control laws and regulations, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, You are solely responsible for compliance related to Youruse of the Reflex Services, the Content and the Customer Data. You represent and warrant that You and Your financial institutions, or any party that owns or controls You or Your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority ("Sanctions Lists").

2.6. Customer Requirements. The Reflex Services can be accessed directly through the Reflex Sites. Access to the Reflex Services may become degraded or unavailable during times of significant volatility or volume on the Lightning Network or Amboss' network or infrastructure. Although Amboss strives to always provide reliable service, Amboss does not guarantee that the Reflex Services will be available without interruption. You are solely responsible for maintaining the required network connectivity, equipment, rights, licenses, consents and any other necessary resources necessary for You to access and use the Reflex Services.

2.7. Inherent Risks with Digital Asset Protocols. Amboss does not own or control the software that governs the operation of the underlying blockchain protocols and has no responsibility or liability for the operation of the underlying blockchain protocols. You acknowledge that using digital assets and blockchain-related solutions, networks and protocols are inherently risky and it is Your sole obligation to stay informed of and mitigate these risks. Even if Amboss provides recommendations to You relating to certain risks associated with digital assets and blockchain-related solutions, networks, and protocols, Amboss has no responsibility for informing You of all the risks or whether such recommendations are appropriate for Your specific situation.

2.8. No Automated or Robotic Means. Accessing or using the Reflex Services via mechanical, programmatic, robotic, scraping, scripted or any other unauthorized meansis strictly prohibited. Unless otherwise agreed to by Amboss in writing, use of the Reflex Services is permitted only via individual Users engaged in an active user session and data may not be collected via automated or robotic methods. The Reflex Services (including any Content) may not be used in conjunction with an artificial intelligence (AI) or machine learning (ML) solution. You must not use the Reflex Services, including any Content, to train any AI/ML solution.

3. TERM, TERMINATION, AND SUSPENSION

3.1. Term. These Terms are effective on the Effective Date and will continue until terminated in accordance with Section 3.2.

3.2. Termination. A party may terminate these Terms (a) for convenience, upon providing at least sixty days' prior written notice to the other party, (b) for cause, upon providing at least thirtydays' prior written notice to the other party of a material breach of these Terms if such breach remains uncured at the expiration of such period, (c) immediately without prior written notice if such breach is an incurable breach or if the other party has ceased to operate in the ordinary course, becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or general assignment for the benefit of creditors. Your breach of Sections 2.4, 2.5, 2.8, 4 and 5.4 will be deemed an incurable breach of these Terms by You.

3.3. Effect of Termination. Upon termination or expiration of these Terms, You and Your Users will no longer have any right to use or access the Reflex Services and Amboss will have the right to close Your and Your Users' Accounts and delete or destroy all your Customer Data within thirty days of the termination or expiration of these Terms, unless legally prohibited. After this thirty day period, Amboss has no obligation to maintain or provide any Customer Data. The following sections of these Terms survive termination or expiration of these Terms: Section 1.6, 2.4, 3.3, 4, 5.5, 5.6, 5.7, 6, 7, 8, 9, 10, 11 and 12.

3.4. Suspension and Effect of Suspension. Amboss may suspend Your or any of Your Users' right to access or use a portion or all of the Reflex Services immediately and without notice if Amboss determines that (a) Your use of the Reflex Services threatens the security, integrity or availability of the Reflex Services, (b) Your use of the Reflex Services could subject Amboss, its Affiliates, or any third party to liability or risk, or (c) You are in breach of these Terms or Applicable Laws. You will be responsible for fees and charges You incur during any period of suspension. Amboss may elect to restore Your and Your Users' access to the Reflex Services if the applicable cause for the initial suspension is fully remedied to Amboss' reasonable satisfaction.

4. CONFIDENTIALITY

4.1. Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Your Confidential Information includes Customer Data; Amboss' Confidential Information includes the Reflex Services, lightning channel balance data, and other Reflex customer names. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this "Confidentiality" section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional services.

4.2. Protection of Confidential Information. Each party retains ownership in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). The Receiving Party may only disclose Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who have a legitimate need to know and who have signed confidentiality agreements with the Receiving Party containing protections at least as stringent as those set forth in these Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so; provided that the Receiving Party will give the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, to contest the disclosure.

5. PROPRIETARY RIGHTS AND DATA

5.1. Consent to Process Your Data For Identity Verification, Due Diligence and Compliance Reasons. When You register for an Account or at any other time deemed necessary by Amboss, You agree to provide Amboss with information that Amboss requests in order to provide You the Reflex Services and conduct Checks such as confirming an entity is not on a Sanctions List, assisting with detecting money laundering, terrorist financing, fraud, or other crimes or illicit activity. You further authorize Amboss to request, use and process information associated with Your Account, whether directly or through third parties, for any purposes expressly permitted by the Amboss Privacy Policy. This consent is not related to, and does not affect, any rights or obligations Amboss or You have in accordance with any Applicable Laws relating to data protection. You can withdraw Your consent at any time by closing Your Account. However, Amboss may retain and continue to process Your personal information if Amboss reasonably believes it is necessary in order to comply with Applicable Laws. You agree to provide us with accurate and up-to-date information and will immediately notify Amboss if the information You previously provided is no longer accurate.

5.2. License to Customer Data.

a. You hereby grant to Amboss a royalty-free, fully-paid, non-exclusive license to use, process, copy, modify, create derivative works of, and store the Customer Data solely to provide the Reflex Services to You, administer Your and Your Users' Accounts, develop, administer and make improvements to the Reflex Services, and comply with Amboss' legal and financial obligations. You are legally responsible for the Customer Data and must not submit any Customer Data to Amboss or the Reflex Services that You do not have the rights to provide.

b. To the extent that Customer Data constitutes "personal information", "personal data" or other similar term as defined under Applicable Laws, You represent and warrant to Amboss that (i) You have received all necessary consents and rights to provide such personal information to Amboss, (ii) Your disclosure of personal information to Amboss was made in compliance with all Applicable Laws and (iii) before providing any such personal data to Amboss, You have read and understood Amboss' Privacy Policy, and, in the case of personal information relating to a User or other Person, have (or will at the time of disclosure) have provided a copy of that Privacy Policy to that User or other Person. Except for the license rights You grant to Amboss in these Terms, Amboss obtains no right, title, or interest from You (or Your licensors) to Your Customer Data.

5.3. Privacy. Amboss' Privacy Policy explains how we treat personal information that Amboss collects from You, including as part of the Customer Data, or generates during the provision or administration of the Reflex Services to You.

5.4. Limited License to You.

a. Subject to Your and Your Users' compliance with these Terms, Amboss hereby grants to You a limited, nonexclusive, nontransferable license, to access and use the Checksin the Authorized Territory solely to assist You with Your legal and regulatory compliance processes and for Your other internal business purposes. You have the right to share Checks on Your own nodes publicly.

b. The Content is provided by third-parties including government agencies. Amboss provides the Content (including the Checks) to You for Your convenience and does not control or guarantee the accuracy or reliability of the Content. You may not offer any part of the Content for commercial resale or redistribution or to compete with Amboss. Any other use of the Content not expressly permitted by these Terms is prohibited. Except for the limited licenses granted in these Terms, all other right, title, and interest in and to the Reflex Services, Reflex Sites, and any of Amboss' intellectual property is exclusively the property of Amboss and its licensors.

c. You will not remove or conceal any copyright, trademark or other proprietary notice included in the Reflex Services. You will comply with all attribution and branding instructions given by Amboss in connection with the Reflex Services. You will not use Amboss' name, trademark or other service mark in press releases or other promotional materials or as a commercial reference regarding use of the Reflex Services without Amboss' prior written consent.

d. Recognizing and acknowledging that any violations of the provisions of this Section 5.4 may cause Amboss, its Affiliate(s) or other Persons irreparable damage for which other remedies would be inadequate, then, in addition to any other remedies that may be available at law or in equity, Amboss has the right to obtain such injunctive or other equitable relief from a court of competent jurisdiction as may be necessary to prevent any such violation.

5.5. Suggestions. You may provide questions, comments, suggestions or ideas to Amboss about the Reflex Services ("Feedback"). If You provide Feedback, then You hereby grant to Amboss and its Affiliates a perpetual, worldwide, royalty-free right and license to use thatFeedback without restriction and without obligation to You.

5.6. Promotional Rights. You agree that Amboss may refer to Your name, trademarks, logos, Feedback, case studies, testimonials, name and pictures of individuals issuing testimonials or comments in any of its marketing, advertising, customer references, website or any other public materials.

5.7. De-Identified and Anonymous Data. Amboss has the right to collect, use and analyze de-identified or anonymous information derived from the Customer Data and other data generated from Your use of the Reflex Services to develop, improve, or update the Reflex Services if that information cannot reasonably be used to identify You.

6. INVOICING AND PAYMENT

6.1. Invoicing and Payment. We calculate and invoice You Fees for the Reflex Services on a monthly basis or other period set forth in the applicable invoice. You will pay us the applicable Fees for use of the Reflex Services as described on our invoice. All amounts payable by You under these Terms will be paid to us without setoff or counterclaim, and without any deduction or withholding.

6.2. Withholdings, Taxes and Surcharges. The stated Fees do not include Taxes. Taxes will be itemized on the invoice pursuant to Applicable Laws. You agree to pay all applicable Taxes whether existing on the Effective Date or coming into effect at any later time in the same manner as Fees. Youare solely responsible for paying any applicable Taxes related to acquiring, using, or accessing the Reflex Services. You will pay all Fees in Amboss' invoice in full (gross) without applying withholding Taxes or deducting currency exchange costs, bank charges or other similar deductions. You may present to Amboss a valid tax exemption certificate and Amboss will give effect thereto prospectively. You also will be responsible to pay any documented penalties incurred by Amboss as a result of Your failure to pay any Taxes.

7. INDEMNIFICATION

a. By Customer. You will indemnify, defend and hold harmless, Amboss, its Affiliates and its licensors, and each of their respective officers, managers, directors, employees, agents, and representatives, from and against any Damages arising out of or relating to any third-party claim ("Claim") concerning or relating to (i) Your use of the Reflex Services; (ii) Your violation of these Terms; and (iii) any Customer Data.

b. By Amboss. Amboss will defend You from and against any Claim brought by a third-party alleging that the Reflex Services infringe or misappropriate such third-party's Intellectual Property Rights and will pay You an amount equal to monies required to be paid by You pursuant to any adverse final judgment or settlement.

i. If Amboss becomes aware of an actual or potential Claim alleging that the Reflex Services (or a part thereof) infringe or misappropriate such third-party's Intellectual Property Rights, Amboss has the right (in its sole discretion and at no cost to You) to (a) modify the applicable Reflex Service so it no longer infringes or misappropriates such third-party's Intellectual Property Rights, (b) obtain a license to permit Your continued use of the applicable Reflex Service in accordance with these Terms, or (c) terminate these Terms without liability to You.

ii. Amboss will have no liability or obligations under this Section arising from (a) any combination of the Reflex Services with Customer Data or any other product, content, data, or system not provided by Amboss, unless such combination was specifically and expressly authorized by Amboss in writing or (b) any Reflex Services provided by Amboss to You free of charge, including any Beta Services. Furthermore, Amboss will have no liability or obligations under this Section 7 (Indemnification) arising out of Your use of the Reflex Services after Amboss has notified You to discontinue such use due to an actual or potential infringement or misappropriation claim relating to the Reflex Services. The remedies provided in this Section are Your sole and exclusive remedies for any third-party claims of infringement or misappropriation of Intellectual Property Rights by the Reflex Services.

c. Indemnification Procedures. The obligations under this Section will only apply if the party seeking indemnity (the "Indemnified Party") (i) promptly gives written notice to the other party (the "Indemnifying Party"), (ii) permits the Indemnifying Party to have sole control of the defense and settlement of the Claim; provided that, the Indemnifying Party may not settle a Claim unless it unconditionally releases the Indemnified Party (and its Affiliates and each of their officers, managers, directors, employees, agents, and representatives) of all liability and obligations, and (iii) reasonably cooperates with the Indemnifying Party in the defense and settlement of the Claim (at the Indemnifying Party's sole cost and expense). The Indemnified Party may retain its own non-controlling counsel to participate in the defense and settlement of the Claim, at its sole cost and expense. The Indemnified Party may not settle any Claim without the Indemnifying Party's prior written consent.

8. DISCLAIMERS

8.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOUR USE OF THE REFLEX SERVICES IS AT YOUR SOLE RISK AND THAT THE REFLEX SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

8.2. THE CONTENT (INCLUDING CHECKS) AND ANY OTHER INFORMATION OBTAINED THROUGH THE REFLEX SERVICES DOES NOT, AND IS NOT INTENDED TO, CONSTITUTE LEGAL OR COMPLIANCE ADVICE OR AS A SUBSTITUTE FOR RETAINING COMPETENT LEGAL COUNSEL OR OTHER APPROPRIATE COMPLIANCE SPECIALIST. AMBOSS AND ITS AFFILIATES MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE REFLEX SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE REFLEX SERVICES OR THAT THE REFLEX SERVICES WILL MEET YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU OR ANY OTHER PERSON OR ENTITY RESULTING FROM THE USE OF THE REFLEX SERVICES INCLUDING THE CONTENT AND ANY OTHER INFORMATION OBTAINED THROUGH THE REFLEX SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE REFLEX SERVICES REMAINS WITH YOU.

8.3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMBOSS AND ITS AFFILIATES FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. LIMITATION OF LIABILITY

9.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT AMBOSS, ITS AFFILIATES AND ITS LICENSORS WILL NOT BE LIABLE TO YOU, ANY USER, OR ANY OTHER PERSON UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, ANY USER, OR ANY OTHER PERSON, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT AMBOSS, ITS AFFILIATES, OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

9.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AMBOSS, ITS AFFILIATES AND ITS LICENSORS FOR ANY CLAIMS UNDER THESE TERMS (WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), IS LIMITED TO THE GREATER OF $1000 OR THE AMOUNT YOU ACTUALLY PAID TO AMBOSS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING WHEN THE FIRST CLAIM ARISES. IN ALL CASES, AMBOSS, ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

10. DISPUTE RESOLUTION; ARBITRATION.

10.1. Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of Intellectual Property Rights, You and Amboss agree (a) to waive Your and Amboss' respective rights to have any and all Disputes arising from or related to these Terms or the Reflex Services resolved in a court, and (b) to waive Your and Amboss' respective rights to a jury trial. Instead, You and Amboss agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

10.2. No Class Arbitrations, Class Actions or Representative Actions. You and Amboss agree that any Dispute arising out of or related to these Terms or the Reflex Services is personal to You and Amboss and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

10.3. Federal Arbitration Act. You and Amboss agree that these Terms affect interstate commerce and that the enforceability of this Section 10 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law.

10.4. Notice; Informal Dispute Resolution. You and Amboss agree that each party will use good faith efforts to notify the other party in writing of any arbitrable or small claims Dispute within thirty days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Amboss shall be sent by certified mail or courier to Amboss Technologies, Inc., Attn: Chief Executive Officer, 1910 21st Ave S, Nashville, TN 37212, United States. If Youand Amboss cannot agree how to resolve the Dispute within thirty days after the date notice is received by the applicable party, then either You or Amboss may, as appropriate and in accordance with this Section 10, commence an arbitration proceeding or, to the extent specifically provided for in Section 10.1, file a claim in court.

10.5. Process. EXCEPT FOR DISPUTES ARISING OUT OF OR RELATED TO DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, YOU AGREE THAT YOU MUST COMMENCE OR FILE ANY DISPUTE WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Amboss agree that (a) any arbitration will occur in Delaware, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services ("JAMS"), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of Delaware and the United States respectively, sitting in Delaware, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of Your billing address if the Dispute meets the requirements to be heard in small claims court.

10.6. Authority of Arbitrator. As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

10.7. Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, You either (a) acknowledge and agree that You have read and understand the rules of JAMS, or (b) waive Your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

10.8. Severability. If any term, clause or provision of this Section 10 is held invalid or unenforceable, all other terms, clauses and provisions of this Section 10 will remain valid and enforceable. Further, the waivers set forth in Section 10.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

10.9. Opt-Out Right. You have the right to opt out of binding arbitration within thirty days of the date You first accepted the terms of this Section 10 by writing to: Amboss Technologies, Inc., Attn: Chief Executive Officer, 1910 21st Ave S, Nashville, TN 37212, United States. In order to be effective, the opt out notice must include Your full name and clearly indicate Your intent to opt out of binding arbitration. By opting out of binding arbitration, You are agreeing to resolve Disputes in accordance with Section 11.

10.10. Attorneys' Fees and Costs. The parties shall bear their own attorneys' fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If You or Amboss need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys' fees and costs.

11. MISCELLANEOUS

11.1. Governing Law. You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms and any Dispute, except to the extent governed by federal law. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Delaware and the United States, respectively, sitting in Delaware. The United Nations Convention for the International Sale of Goods does not apply to these Terms.

11.2. Entire Agreement. These Terms sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into these Terms, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in these Terms. Amboss will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to the provisions of these Terms, including for example, any term, condition, or other provision (a) submitted by You in any order, receipt, acceptance, confirmation, correspondence, or other document or (b) related to any invoicing process that You submit or require Amboss to complete.

11.3. Language. All communications and notices made or given pursuant to these Terms must be in the English language. If Amboss provides a translation of the English language version of these Terms or any part of it, the English language version will control if there is any conflict.

11.4. No Waivers. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

11.5. Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party will be solely responsible for the payment of all compensation owed to its employees, as well as all employment related Taxes.

11.6. Headers. Headings and captions used in these Terms are for reference purposes only and will not have any effect on the interpretation of these Terms.

11.7. No Third-Party Beneficiaries. Amboss' Affiliates are third-party beneficiaries of these Terms and have a right to enforce these Terms against You if they provide Reflex Services to You. These Terms do not confer benefits on any third party unless they expressly state that they do.

11.8. Severability. If any part of these Terms is illegal, invalid or unenforceable, the rest of these Terms will remain in effect.

11.9. Assignment. You may not assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without Amboss' prior written consent in each case (not to be unreasonably withheld). Notwithstanding the foregoing, any assignment in violation of this Section is void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

11.10. Force Majeure Event. Amboss and its Affiliates will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from a Force Majeure Event.

11.11. Notices. Whenever any notice or other communication is given by one party to the other under these Terms ("Notice"), such Notice will be in writing to the address provided by such party for receiving Notices. Notices may be delivered by email (except for Notices of breach or termination of these Terms), registered mail, return receipt requested, express delivery service, courier, fax or delivered in person. Notices properly given in accordance with this Section 11.11 will be effective on the date actually received.

11.12. E-Sign and Electronic Documents. The parties agree that execution by DocuSign (or other e-signature technology that provides comparable identity verification and security protocols) will be deemed the same as an original "wet ink" signature for all purposes, for effectiveness of these Terms. If Applicable Law requires original "wet ink" signature in any instance, the parties agree to cooperate to provide such further assurance to supplement any prior e-signature execution. You agree to receive electronically all communications, agreements, documents, notices and disclosures that Amboss provides in connection with Your Account and use of the Reflex Services.

12. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. As used in this definition, "control" and its derivatives mean possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by the ownership of voting securities, by contract or otherwise.

"Applicable Laws" means any statute, regulation, policy or order of any governmental agency or judicial authority with competent jurisdiction over the parties, the Reflex Services, or the subject matter of these Terms.

"Authorized Territory" means the country to which Your Account is registered.

"Beta Service" means any Reflex services, features or functionality that Amboss or its Affiliates make available to You to try at its sole discretion and that is designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

"Checks" means any results of the checks that Amboss conducts as part of the Reflex Services, including the results of due diligence checks, Know Your Customer (KYC)/ Know Your Business (KYB) checks, and OFAC checks.

"Content" means content included in or made available through the Reflex Services, Reflex Sites or any related content, materials and information such as the Checks, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software. The Content includes any reports, analysis, recommendations and other information that Amboss, its Affiliates, or its licensors provide to You relating to selected nodes, channels, routes, invoices, such as lightning invoice information, user segmentation data, business registration data, IP-derived location, risk assessments, simulation results, insights, and recommendations.

"Customer Data" means all electronic data submitted by or on behalf of You or Your Users to the Reflex Services. Customer Data excludes Content (including all Checks), including any Content that may be similar or identical to Customer Data such as protocol "gossip" information.

"Damages" means any claims, damages, losses, liabilities (whether in contract, tort (including negligence) or otherwise), costs, and expenses (including reasonable attorney's fees).

"Documentation" means Amboss' technical documentation for the Reflex Services, but excludes any Amboss marketing materials.

"Fees" means the applicable fees and expenses charged by Amboss for the Reflex Services or specific features and functionalities thereof.

"Force Majeure Event" means any cause beyond Amboss' reasonable control, including acts of God, disputes or other Internet disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government (including changes to Applicable Law), acts of terrorism, public health crisis (including pandemics), or war.

"Intellectual Property Rights" means patents, trademarks, service marks, trade and service names, domain names, copyrights, topography rights, database rights, design rights, trade secrets and other intellectual property or moral rights, whether or not they are registered and including all applications and rights to apply for registration, and all similar or equivalent rights, anywhere in the world.

"Person" means any individual, corporation, partnership, trust, limited liability company, association or any similar organization or entity.

"Policies" means Amboss' Documentation and any other policy or terms referenced or incorporated into these Terms.

"Service Terms" means the additional terms and conditions that govern Your use of particular Reflex Services currently located at https://amboss.space/reflex/terms/service (and any successor or related locations designated by us), as may be updated by us from time to time.

"Taxes" means all applicable taxes, including without limitation consumption, VAT or other national, regional or local sales, use, excise, privilege, or other similar taxes, duties or charges imposed on or incident to the provision, sale or use of the Reflex Services, but excluding taxes on income, personal property, corporate franchises, or capital gains.

"User" means an individual who is authorized by You to use the Reflex Services or to whom You (or Amboss, at Your request), have provisioned a user identification and password (for Reflex Services requiring authentication). Users may include Your customers, employees, consultants, contractors, and agents; provided that Amboss may impose restrictions on permitted Users for particular Reflex Services.