GALILEO DEVELOPER TERMS OF USE

Last Updated: 08/29/19

YOU SHOULD REVIEW THESE GALILEO DEVELOPER TERMS OF USE ("TERMS") CAREFULLY. YOU ARE NOT REQUIRED TO AGREE TO THE TERMS BUT, IF YOU ACCESS ANY WEBSITE OR APPLICATION PROGRAM INTERFACE ("API") OF GALILEO, INCLUDING THE GALILEO WEBSITE LOCATED AT https://sandbox.gpsrv.com ("SITE"), THE PAYMENTS API OR THE GALILEO API, YOU WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND TO HAVE ENTERED INTO A LEGALLY BINDING CONTRACT WITH GALILEO FINANCIAL TECHNOLOGIES, INC. ("GALILEO"). IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS THE SITE.

1. Modification of these Terms

Galileo reserves the right, in its sole discretion, to modify any provision contained in these Terms. Any modifications will be effective immediately upon posting of the revisions, and you waive any right you may have to receive specific notice of such modifications. Your continued use of the Site following the posting of modifications will confirm your acceptance of such modifications; accordingly, you should frequently review these Terms. If you do not agree to the amended Terms, you must stop using the Site.

2. Modifications to the Site

Galileo reserves the right to modify or discontinue, temporarily or permanently, the Site or any features or portions thereof without prior notice. You agree that Galileo will not be liable for any modification, suspension or discontinuance of the Site or any portion thereof.

3. Representations and Warranties

You represent and warrant that, if you are using the Site on behalf of any entity, you are authorized to accept these Terms on such entity's behalf and that such entity will be responsible to Galileo for any violation of these Terms. You also represent and warrant that you are of the legal age of majority in the jurisdiction in which you reside.

4. Privacy Policy

Your use of the Site shall be subject to the Galileo privacy policy ("Privacy Policy") available at https://sandbox.gpsrv.com/privacy. You consent to the collection, processing and storage by Galileo of your personal information from your use of the Site in accordance with the terms of the Privacy Policy. You agree to use the Site and any data obtained from the Site in accordance with Galileo's privacy policies.

5. Scope of Terms; Relationship of Parties

These Terms apply solely to your access to and use of the Site. These Terms do not alter the terms or conditions of any other agreement you may have with Galileo. Except to the extent that you and Galileo enter into a separate written agreement that expressly supersedes these Terms, either in whole or in part, the Terms constitute the whole legal agreement between you and Galileo and govern your use of the Site. Nothing in these Terms will limit Galileo's right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as or otherwise compete with any other products, software or technologies that you may develop, produce, market or distribute.

6. Proprietary Rights

"Galileo" and any logos or slogans appearing on the Site are trademarks of Galileo and its licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of Galileo or the applicable trademark holder. Unless otherwise indicated, the Site and all content and other materials on the Site, including, without limitation, all designs, text, graphics, pictures, information, data, software, files and the selection and arrangement thereof (collectively, "Site Materials") are the proprietary property of Galileo or its licensors and are protected by U.S. and international copyright laws. You may not use any marks owned by Galileo ("Galileo Marks") as part of the name of your company or any service or product that you provide without the express written consent of Galileo. You agree not to use or attempt to register any trademark or domain name that includes the word "Galileo," or any Galileo Mark or any name that is confusingly similar to any of them. You may not use any metatags or any other "hidden text" using any Galileo Mark, or any other name, trademark or product or service name of Galileo without our prior written permission. All text, graphics, button icons, scripts, page headers, user interfaces, visual interfaces, trademarks, logos and computer code (collectively, "Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to Galileo and is protected by copyright, patent and trademark laws, trade dress and other intellectual property rights and unfair competition laws. No part of the Site and no Content may be copied, reproduced, uploaded, posted, republished, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise without Galileo's express prior written consent. References on the Site to any third party products, services, processes or other information does not constitute or imply endorsement, sponsorship or recommendation thereof by Galileo.

7. Limited License

Expressly subject to these Terms, Galileo grants you a limited, revocable, royalty-free and non-sublicensable and non-assignable license to access and use the Site and Site Materials solely in order to work with Galileo products and technology in a test environment; provided that such license does not include: (a) any other use of the Site or Site Materials; (b) the distribution or public display of any Site Materials; (c) modifying or otherwise making any derivative uses of the Site and the Site Materials or any portion thereof; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than page caching) of any portion of the Site or the Site Materials or any information contained therein except as expressly permitted on the Site; or (f) any use of the Site or Site Materials other than for their intended purposes. Galileo owns and retains all right, title and interest in and to the Site, its Confidential Information and all intellectual property and proprietary rights therein and thereto; nothing in these Terms will be construed as conferring any license to any of Galileo's intellectual property rights, whether by estoppel, implication or otherwise, except as expressly permitted by these Terms. All rights not granted to you herein by Galileo are expressly reserved.

8. Your Use of the Site; Galileo's Rights of Termination

You may not seek to obtain unauthorized access to any portion or feature of the Site, any other systems or networks connected to the Site, any Galileo server or any of the services offered on or through the Site by password "mining," hacking or any other illegitimate means. You may not scan, probe or test the vulnerability of the Site or any network connected to the Site nor breach the security or authentication measures on the Site or any network connected to the Site. You may not trace to its source or reverse look-up any information on any other user of or visitor to the Site or any other customer of Galileo, including any Galileo account not owned by you, or exploit the Site or any service or information made available or offered by or through the Site in any way where the purpose is to reveal any information, including but not limited to personally identifiable information other than your own information, resident on or accessible via the Site. You may not use any "robot," "spider," "deep-link," "page-scrape," or other automated program, device, algorithm or methodology or any similar manual process to access, acquire, copy or monitor any portion of the Site or any Content or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content to attempt to obtain any materials, documents or information through any means not purposely made available through the Site. You will not (and you may not permit anyone else to: (i) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site, Galileo's systems or networks or any systems or networks connected to the Site or to Galileo (for example, by writing and posting an infinite loop or other implementation that draws a disproportionate share of the capacity of the Site or any shared API); (ii) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site; (iii) delete or alter any Site Materials, Content and/or Confidential Information posted on the Site by Galileo or any other person or entity or otherwise resident on the Site; and/or (iv) publish, post, upload or otherwise transmit any files or computer programming routines intended to damage, detrimentally interfere with or surreptitiously intercept or expropriate any systems, data, personal information, Confidential Information or any other property of Galileo or any other Site user or visitor or to otherwise compromise the security of the Site. You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Site or any part thereof unless expressly permitted or required by law; (b) attempt to disable or circumvent any security mechanisms used by Galileo or any applications running on the Site; or (c) use any viruses, worms, Trojan horses or any other harmful code or malware that could affect the Site. Use of the Site to violate, tamper with or circumvent the security of any computer network, software, passwords, encryption codes or technological protection measures or to otherwise engage in any kind of illegal activity or enable others to do so is expressly prohibited. Any use of the Site or the Site Materials other than as specifically authorized herein without the prior written permission of Galileo is strictly prohibited and will automatically and immediately terminate the license granted to you herein. Notwithstanding and without limitation of any provision in these Terms, Galileo reserves the right, without notice and in its sole discretion, to restrict, suspend or terminate your license to use the Site and/or to block or prevent your future access to and use of the Site at any time and for any reason and without any liability.

9. Nondisclosure and Nonuse of Galileo Confidential Information.

In your use of the Site or in other interactions with Galileo, you may be given access to certain non-public information, software, specifications or code (collectively, "Confidential Information"), which is confidential and proprietary to Galileo. Any personally identifiable information that you obtain from use of the Site or otherwise obtain from Galileo is Confidential Information. You may use Confidential Information only as necessary in exercising such rights as are granted to you in these Terms. Unless otherwise expressly agreed in writing by Galileo, you agree not to disclose, publish or disseminate any Confidential Information of Galileo to any third party or to use any such Confidential Information for your own or any third party's benefit. You may not use, or export any Confidential Information of Galileo in violation of United States law or the laws of the jurisdiction in which you obtained the information. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication or dissemination of Confidential Information. You acknowledge that your unauthorized disclosure or use of Galileo's Confidential Information could cause irreparable harm and significant injury to Galileo that may be difficult to ascertain. Accordingly, you agree that Galileo will have the right to immediate injunctive relief, without the necessity of posting a bond or other security, to enforce your obligations under these Terms in addition to any other rights and remedies it may have. If you are required by law, regulation or pursuant to the valid binding order of a court of competent jurisdiction to disclose any Confidential Information, you may make such disclosure but only if you have notified Galileo before making such disclosure and have used commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information.

10. Submissions; Non-Confidential Site

You acknowledge and agree that any questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information that you provide to Galileo regarding the Site or any Galileo products and services (collectively, "Submissions") are non-confidential and shall become the sole property of Galileo. You agree that (i) your disclosure is gratuitous, unsolicited and without restriction and will not place Galileo under any fiduciary or other obligation to you or any third party and (ii) Galileo is free to use the Submission without any additional compensation to you or to disclose the Submission on a non-confidential basis or otherwise to anyone. Further, you expressly acknowledge and agree that (a) the API sandbox provided on the Site is a shared multi-tenant sandbox with shared use of all APIs accessible therefrom; (b) any and all data, code, technical information or any other information or materials that you submit to or post on the Site are non-confidential, non-proprietary and unprotected and are freely available and viewable by any and all Site visitors, including developers, and are not protected or rendered inaccessible by the Site or by Galileo in any way and (c) your submission or posting of any data and/or other information or materials to or on the Site is entirely at your own risk and you bear and assume any and all liability for its release, dissemination and use.

11. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY GALILEO, THE SITE AND SITE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. GALILEO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE AND SITE MATERIALS. GALILEO DOES NOT REPRESENT OR WARRANT THAT ANY OF THE SITE MATERIALS, CONTENT OR ANY OTHER INFORMATION POSTED OR SUBMITTED TO AND/OR RESIDENT ON THE SITE ARE ACCURATE, TRUTHFUL, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. GALILEO CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GALILEO IS NOT RESPONSIBLE OR LIABLE IN ANY WAY FOR ANY INFORMATION OR MATERIALS THAT YOU SUBMIT OR UPLOAD TO OR PUBLISH OR POST ON THE SITE, ALL OF WHICH ARE PROVIDED BY YOU ON A NON-CONFIDENTIAL AND NON-PROPRIETARY BASIS.

12. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL GALILEO BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WHETHER OR NOT GALILEO HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GALILEO, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE OR TO THESE TERMS EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO GALILEO FOR ACCESS TO OR USE OF THE SITE.

13. Indemnification

You agree to defend, indemnify and hold harmless Galileo and its independent contractors, service providers and consultants and Galileo's and their respective directors, officers, employees and agents (collectively, the "Indemnified Parties") from and against any claims, damages, costs, liabilities and expenses (including but not limited to reasonable attorneys' fees) incurred or suffered by an Indemnified Party and arising out of or related to (a) any actual or alleged breach by you of these Terms or any other Galileo agreement, policy or guideline; (b) any actual or alleged violation of applicable law, rules or regulations of any jurisdiction or of any payment card association, network or company; (c) your wrongful or improper use of the Site; (d) any Submission submitted by you; or (e) your violation of the rights of any third party.

14. Applicable Law and Venue

These Terms and your use of the Site shall be governed by and construed in accordance with the laws of the State of Utah, without reference to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in Salt Lake County, Utah, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.

15. Severability

If any provision of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

16. Assignment; Relationship of the Parties

You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without Galileo's prior written consent. These Terms will bind your successors and permitted assigns. There are no third party beneficiaries to these Terms. Nothing in these Terms creates an agency, partnership or joint venture or employment relationship between you and Galileo.

17. Waiver

No delay or failure to take action under these Terms will constitute a waiver unless expressly waived in a writing signed by a duly authorized representative of Galileo and no single waiver will constitute a continuing or subsequent waiver.