1. INTRODUCTION AND ACCEPTANCE OF TERMS

A. These Master Terms of Service, including all referenced addenda, exhibits, Order Forms, and policies (collectively, this “Agreement”), form a binding contract between Irish Owl, LLC, d/b/a mLOOP (“Company”) and the Lender executing the Order Form that incorporates these Master Terms (“you” or “Lender”). By executing an Order Form that incorporates these Master Terms, you agree to be bound by this Agreement. If you are signing the Order Form on behalf of an organization, you represent that you have authority to bind that organization to this Agreement.

B. Definitions

1. “Agreement” means these Master Terms of Service, including all referenced addenda, exhibits, Order Forms, and policies.

2. “Beta Program” or “Beta Phase” means the initial beta test period, the duration and dates of which shall be as set forth in the applicable Order Form, and the additional terms of which are set forth in this Agreement.

3. “Company” means Irish Owl, LLC, d/b/a mLOOP, together with its affiliates, successors, and assigns.

4. “Confidential Information” means all non-public information disclosed by one party to the other, whether orally or in writing, which is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The non-public features of the Service are the Confidential Information of the Company.

5. “Disputes” means any dispute, claim, or controversy arising out of or relating to this Agreement or the Service.

6. “Force Majeure Event” means a cause beyond a party’s reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, or accidents.

7. “JAMS Rules” means the JAMS Comprehensive Arbitration Rules and Procedures or, if applicable based on the amount in controversy, its Streamlined Arbitration Rules and Procedures.

8. “Lender” means any mortgage lender, employer, or entity that accesses or uses the Service for the purpose of recruiting or hiring Job Seekers.

9. “Job Seeker” means a licensed or license-eligible individual seeking employment who accesses or uses the Service to create a profile, be matched with, or communicate with Lenders. For purposes of this Agreement, a Job Seeker includes a person who accesses or uses the Service with regard to a non-originating position that does not require a license, including but not limited to a Non-originating Branch Manager.

10. “NPI” means Nonpublic Personal Information as defined under the Gramm-Leach-Bliley Act and its implementing regulations.

11. “Order Form” means a written document, including any schedules, exhibits, or attachments thereto, executed by both Company and Lender, which incorporates these Master Terms and sets forth additional or supplemental terms, conditions, or specifications regarding the Service or related matters.

12. “Party” means each of Company and you, and “Parties” means both of them collectively.

13. “Placement” means the event that occurs on the date a Job Seeker introduced to a Lender via the Service either (a) begins employment with such Lender, or (b) has a formal license transfer or new license application associated with such Lender initiated in the Nationwide Multi-State Licensing System & Registry (NMLS), whichever is earlier.

14. “Service” means the professional marketplace platform, including the website, web applications, and related services, provided by the Company, as further described or scoped in an applicable Order Form, if any.

15. “Service Launch” means the date and time, as determined by Company in its sole discretion, when the Service becomes generally available for beta participants. The Beta Phase shall commence on the Effective Date specified in the applicable Order Form.

16. “Success Fee” means the fee payable by a Lender to the Company upon the occurrence of a Placement, as defined herein, in accordance with the fee schedule and payment terms set forth in this Agreement. The Success Fee is due regardless of whether the employment or license transfer is subsequently terminated, and is calculated based on the terms and conditions specified by the Company at the time of Placement.

17. “User Content” means all content that a user submits to the Service, including but not limited to profiles, resumes, job postings, and messages.

C. The Service. The Service is a professional marketplace that connects Lenders with Job Seekers. The Company operates as a marketplace and is not a party to any employment agreement. The Company charges Lenders subscription fees and Success Fees for successful Placements as described below. During the Beta Phase, the additional terms in Section 5 and the Beta Program Addendum shall apply.

2. ELIGIBILITY AND ACCOUNT MANAGEMENT

A. Age Restriction. You must be at least 18 years old and located in the United States to use the Service. Accounts require accurate, current, and complete information. During the Beta Phase, Lenders must designate at least one contact for security and other notices. Keep your information updated and your login credentials confidential. You are responsible for all activity under your account.

B. MFA. We may enable or require multi-factor authentication (MFA) for certain features. Lenders are responsible for the acts and omissions of their personnel who access the Service under the Lender’s account. We may suspend or terminate accounts for suspected unauthorized access, security issues, non-payment, or violations of these Terms. MFA may not be implemented during the Beta Phase.

C. License Identification. We may provide optional identity and/or license verification workflows. Verification results are not guarantees; you remain solely responsible for independently verifying any candidate or employer information, including NMLS licensing status and eligibility to work. License Identification may not be implemented during the Beta Phase.

3. SERVICE OVERVIEW

A. The Service provides tools to collect Job Seeker information, host profiles, and facilitate matches and introductions between Lenders and Job Seekers. Company facilitates introductions only and is not an employer, recruiter of record, broker, staffing firm, or employment agency. We are not a party to any employment, contractor, or compensation agreement and do not guarantee placements or outcomes.

B. Each Lender is solely responsible for hiring decisions and compliance with federal, state, and local laws, including the SAFE Act, NMLS rules, state licensing, wage and hour, anti-discrimination, background check requirements, and advertising rules. Each Job Seeker is solely responsible for the accuracy and lawfulness of their profile, licensing, and credentials.

4. FEES AND PAYMENT TERMS FOR LENDERS

A. Subscription plan and pricing. Lenders shall pay a fixed fee of $3,000.00 (“Participation Fees”), due within 10 days of receiving notice from Company of the Service Launch date, to participate in the Beta Phase, in addition to any Success Fees. Subscriptions are provided on an enterprise basis, not seat-based, and each subscription permits a single profile. If a Lender requires separate profiles for different divisions, business units, or geographic locations, an additional subscription is required for each distinct profile. Taxes are the Lender’s responsibility. Subscription pricing following conclusion of the Beta Phase shall be determined by Company.

B. Order Forms. Fees, pricing, and payment terms may be set forth in an applicable Order Form. To the extent an Order Form specifies different fees, pricing, or payment terms, the Order Form shall control with respect to the subject matter of such Order Form.

C. Late or failed payments. If a charge fails or is past due, we may suspend access and attempt to re-process payments. You remain responsible for all amounts due and any late fees, which shall accrue at a rate of the lesser of 1.5% per month or the maximum rate permitted by law.

D. Cancellation. You may cancel your subscription at any time during the Beta Phase, but no portion of the Participation Fees shall be deemed refundable, and any Success Fees shall remain due and owing.

E. Refunds and credits. Except as required by law, fees are non-refundable, including for partial periods, downgrades, unused time, or terminated accounts, unless expressly stated otherwise in an applicable Order Form.

F. Placement Success Fees during Beta. See Sections 5 and 6 Success Fee terms specific to the Beta Program.

5. BETA PROGRAM TERMS

A. Beta Period. The Beta Period begins on the Effective Date stated in the applicable Order Form and ends on the date specified in that Order Form (the “Beta Program”). During the Beta Program, this Section controls in the event of conflict with other terms of this Agreement.

B. Scope and evolving features. Beta access includes evolving features, workflows, and functionality. Platform functionality, matching logic, and workflows may change or be temporarily unavailable. No guarantee of placements, volume, or exclusivity.

C. Beta subscription fee. The Beta Participation Fee is $3,000.00, collected as a one-time payment due at the start of the Beta Program. This fee covers platform access during the Beta Phase.

D. Transition after Beta. Beta pricing and terms apply only during the Beta Phase. After the Beta Phase, you may be eligible to continue using the Service under then-current pricing and terms or by entering into a new Order Form with Company.

6. PLACEMENT FEES AND RELATED TERMS

A. Success placement fee during Beta Phase. During the Beta Phase, the Success Fee is $8,000 per Job Seeker Placement and is due within 30 days after the triggering placement event. The Lender’s obligation to pay a Success Fee accrues upon a Placement. Following the Beta Phase, Company reserves the right to modify the Success Fee in its sole discretion, provided that, if an applicable Order Form specifies a different Success Fee, invoicing, or payment terms, such Order Form terms shall govern with respect to the subject matter of that Order Form.

B. Non-circumvention. Lender will not directly or indirectly solicit, recruit, or hire any Job Seeker introduced, matched, or otherwise connected to Lender through the platform outside the platform process during the Beta Phase and for twelve (12) months after any such introduction, match, or connection. A hire within twelve (12) months of such connection constitutes a Placement, triggering the Success Fee obligation, regardless of where final discussions occurred.

C. Feedback license. You grant us a royalty-free, worldwide, irrevocable license to use Beta feedback to improve the Service without public attribution absent consent.

D. Uptime and support. The Service is provided “as is” during Beta for functionality, performance, and availability; however, our security commitments in Sections 9 and 10 still apply.

7. ACCEPTABLE USE

A. Lawful Use. Use the Service only for lawful recruiting and job search purposes. Do not misuse the Service, interfere with operation, or help others do so. Do not upload, transmit, or store illegal content, IP-infringing material, deceptive or fraudulent content, malware, or spam.

B. Prohibited Conduct. You are prohibited from using the Service in any way that is harassing, abusive, or unlawful. Any user who engages in such conduct may have their account and access to the Service immediately terminated without notice.

C. No discriminatory job ads or unlawful screening based on protected characteristics. No scraping, harvesting, or data extraction; no resale or redistribution; no using Service data outside legitimate hiring within your organization.

D. To protect consumers and comply with law, do not upload or share borrower or consumer mortgage application data, bank or routing numbers, full credit card numbers, full SSNs, credit reports, or similar sensitive financial account information.

8. CONTENT AND DATA

A. User Content. You retain ownership of User Content. You grant Company a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, and use User Content to provide and improve the Service, including generating matches and facilitating communications. You also grant Company a perpetual, irrevocable, worldwide, royalty-free, and unlimited license to create and use aggregated and anonymized data derived from User Content and your use of the Service for any lawful purpose, including to develop and improve the Service.

B. User Representations. Job Seekers represent that their licensing status, employment and disciplinary history, job preferences, and salary expectations are accurate and not misleading. Lenders represent that job postings and compensation representations are accurate and that their hiring practices, advertising, and screening comply with applicable law. We may remove content or suspend/terminate accounts for violations.

9. PRIVACY AND SECURITY

A. Privacy Policy. We describe how we collect, use, and share personal information in our Privacy Policy (attached as Appendix A). By using the Service, you consent to that processing. We also maintain a Cookie Policy (attached as Appendix B).

B. Security commitments. We implement commercially reasonable administrative, technical, and physical safeguards designed to protect personal information and confidential information, including:

1. Encryption in transit (TLS 1.2+) and encryption at rest.

2. Role-based access controls following least-privilege principles; audit logging of administrative actions.

3. MFA support where available.

4. Vulnerability management with regular patching; secure software development practices.

5. Incident response program with defined roles and procedures.

6. Hosting and processing with reputable cloud infrastructure.

C. Breach notice. If we become aware of unauthorized access to personal information in our possession that is reasonably likely to result in risk of harm, we will notify affected customers without undue delay and aim to do so within 72 hours of confirmation, subject to lawful delay requests and to our obligation to accurately scope and remediate the incident. We will share available information about the nature of the incident, data types affected, and steps taken.

D. Your security responsibilities. You must secure your endpoints, enforce strong passwords and MFA where available, promptly remove access for departing users, and notify us immediately of any suspected unauthorized access. Do not share credentials.

E. Lawful requests. We may disclose information in response to valid legal process. Where legally permitted and feasible, we will provide advance notice to the affected customer.

F. Compliance posture. We align our security program to GLBA-aligned safeguards and will support applicable U.S. state privacy requirements (e.g., CCPA/CPRA) as they apply to our role. Upon request from Lenders, we may provide a data protection addendum (DPA) and a security summary.

G. California Consumer Privacy Act (CCPA/CPRA) — Service Provider Terms. To the extent Company processes personal information on behalf of a Lender qualifying as a “business” under the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, “CCPA”), Company acts as a “service provider.” Company will: (1) process personal information only to provide the Service and as otherwise permitted by the CCPA; (2) not “sell” or “share” personal information as defined by the CCPA; (3) not combine personal information received from the Lender with personal information from another source or collected from Company’s own interaction with a consumer, except as permitted by the CCPA for service provider purposes; (4) not retain, use, or disclose personal information for any purpose other than the business purposes described in this Agreement, including not retaining, using, or disclosing personal information for a commercial purpose other than those business purposes; (5) not retain, use, or disclose personal information outside the direct business relationship between Company and the Lender; (6) implement and maintain reasonable security procedures and practices appropriate to the nature of the personal information; (7) notify the Lender without undue delay after determining a security breach that compromises the privacy, security, or integrity of personal information, consistent with Section 9.C; (8) enable the Lender to respond to verifiable consumer requests and, upon direction from the Lender, assist with deletion or access requests in a manner consistent with the CCPA; and (9) permit, upon reasonable advance notice, assessments or attestations necessary for the Lender to meet its CCPA obligations, provided such assessments are limited in scope, protect Company’s confidential information, and do not unreasonably burden Company. Company certifies it understands and will comply with these CCPA obligations.

10. CONFIDENTIALITY BETWEEN USERS

A. Confidentiality Obligations. Information exchanged through the Service that qualifies as Confidential Information must be kept confidential. You must safeguard Confidential Information using precautions at least as secure as those you take for your own confidential information, but no less than reasonable care. You may use Confidential Information solely for evaluating and pursuing employment opportunities initiated through the Service. Disclosures are permitted only to your representatives with a need to know who are bound by confidentiality duties, or as required by law. The Service itself, including all non-public features, software, and documentation, is Company’s Confidential Information.

B. You must not use information obtained through the Service to build, train, or improve models or databases unrelated to hiring, nor to compete with the Service. You must not scrape or harvest user profiles, job postings, or communications. These obligations supplement, and do not limit, our platform-level safeguards in Section 9.

11. INTELLECTUAL PROPERTY

A. Ownership and License. The Service, including software, interfaces, designs, and content we provide, is owned by Company or our licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Service for its intended purpose. You must not decompile, reverse engineer, or create derivative works of the Service except as permitted by law.

B. We welcome feedback. You grant us a worldwide, royalty-free, perpetual license to use feedback to develop and improve the Service without restriction.

12. THIRD-PARTY SERVICES

A. The Service may interoperate with third-party services or include links to third-party websites.

B. Your use of third-party services is governed by their terms and privacy policies.

C. We are not responsible for third-party services and do not control their content or availability. If you enable an integration, you instruct us to share data as necessary to provide that integration.

13. DISCLAIMERS AND NO WARRANTIES

A. “As Is” Service. The Service is provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. We have no liability or responsibility for the correctness of information provided by other users, and each user is solely responsible for exercising their own due diligence with regard to such information. We do not warrant that matches will result in placements, that specific candidates or roles will be available, or that the Service will be uninterrupted or error-free.

B. Not a Credit Reporting Agency. We are not a consumer reporting agency and do not provide consumer reports under the Fair Credit Reporting Act. Any background checks or verifications are provided by third parties under their terms; you must comply with applicable laws when using such services.

14. LIMITATION OF LIABILITY

A. Exclusion of Certain Damages. To the fullest extent permitted by law, neither Party shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, even if advised of their possibility.

B. Aggregate Liability. For Lenders, our aggregate liability arising from or relating to the Service shall not exceed an amount equal to the subscription fees paid by the Lender to us during the six (6) months immediately preceding the event giving rise to the claim. For Job Seekers, our aggregate liability shall not exceed $100. These limitations of liability do not apply to liability for a Party’s gross negligence or willful misconduct, or to your payment obligations.

C. Limitation of Actions. To the fullest extent permitted by law, you agree that any legal action by you arising out of or relating to these Terms or the Service must be commenced within one (1) year after the date you knew or should have known the claim accrued. You acknowledge that this is a reasonable period and waive any statutes of limitation to the contrary.

15. INDEMNIFICATION

A. General Indemnification. You will indemnify and defend Company and our affiliates, officers, directors, and employees from third-party claims, losses, and expenses (including reasonable attorneys’ fees) arising from or related to your use of the Service, your User Content, or your violation of these Terms or law.

B. Lender-specific. Lenders shall indemnify and defend Company against claims arising from job postings, hiring practices, compensation representations, discriminatory screening or advertising, or failure to comply with the SAFE Act, NMLS rules, state licensing, or background check laws.

C. Company Indemnification for IP Claims. We will defend you against third-party claims alleging that your use of the Service, as permitted under these Terms, infringes a third party’s intellectual property rights, and we will indemnify you against all damages and costs finally awarded against you or agreed upon in settlement. This obligation is conditioned on you: (a) promptly notifying us in writing of the claim; (b) granting us sole control of the defense and settlement; and (c) providing us with reasonable assistance. If the Service becomes, or in our opinion is likely to become, the subject of an infringement claim, we may at our option and expense: (i) procure for you the right to continue using the Service; (ii) replace or modify the Service to be non-infringing; or (iii) if we determine that remedies (i) and (ii) are not commercially reasonable, terminate your access to the Service and refund any prepaid, unused fees for the remainder of the term. Our total liability under this section is subject to the monetary caps set forth in the “Limitation of Liability” section. We have no obligation hereunder for claims arising from: (A) your User Content; (B) your modification of the Service; or (C) your use of the Service in combination with any products, services, or data not provided by us.

16. TERM AND TERMINATION

A. Termination Rights. We may suspend or terminate your account for violations of this Agreement, failure to pay fees, security risks, or legal requirements. You may terminate at any time by cancelling your subscription or closing your account, subject to the cancellation terms for Lenders in Section 4 and any applicable Order Form.

B. Order Form Terms. The term, renewal, and any termination or cancellation provisions set forth in an applicable Order Form shall govern with respect to the subject matter of such Order Form.

C. Effect of Termination. Upon termination, your right to access the Service shall immediately cease. We may retain your data for a period of 24 months after account closure for backup, audit, and legal compliance purposes, after which it will be deleted or de-identified, unless a longer period is required by law. Before account closure, Lenders may request an export of their data. You may request deletion of personal information as described in our Privacy Policy.

17. COMPLIANCE WITH LAWS

A. Lender Compliance. Lenders represent and warrant compliance with applicable federal, state, and local employment and licensing laws, including the SAFE Act, NMLS rules, state mortgage licensing requirements, equal employment opportunity laws, wage and hour laws, and background check laws. Lenders will not request or require any unlawful screening criteria.

B. No Legal Advice. Information provided through the Service is not legal or compliance advice. Consult your own advisors.

18. ELECTRONIC EXECUTION AND NOTICES

A. Counterparts and Electronic Signatures. This Agreement and any Order Form may be executed in counterparts, each of which shall be deemed an original. Signatures delivered by email (including .pdf or similar format) or through an electronic signature platform shall be deemed originals and binding on the signing party.

B. Electronic Notices. Routine notices and communications may be delivered by email to the addresses specified in the applicable Order Form or otherwise designated by a party in writing. Email notices are deemed given on the first business day after sending. This Section does not affect the requirements for formal notices under Section 22.J.

C. Legal Effect. Electronic agreements, signatures, and notices satisfy any legal requirement that such communications be in writing.

19. DISPUTE RESOLUTION

A. Governing Law and Venue. This Agreement and any dispute are governed by the laws of the State of New Jersey, without regard to conflicts of law rules. The exclusive venue for any action permitted under this Section (including small claims and equitable relief) is the state and federal courts located in Burlington County, New Jersey. The parties consent to personal jurisdiction in those courts and waive any objection to venue or inconvenient forum. The parties agree to consent to the dismissal of any action arising out of this Agreement that may be filed in a venue other than the agreed-upon venues, and the reasonable legal fees and costs of the party seeking dismissal will be paid by the party that filed suit in the improper venue.

B. Agreement to Arbitrate. To the fullest extent permitted by law, any dispute, claim, or controversy arising out of or relating to this Agreement or the Service (collectively, “Disputes”)—including any Disputes arising out of or relating to any Order Form, unless the applicable Order Form expressly provides otherwise—will be resolved exclusively by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures or, if applicable based on the amount in controversy, its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”), as modified by this Section. The arbitration will be conducted by a single neutral arbitrator, seated in Burlington County, New Jersey, and may be held by video conference at the election of either party. Judgment on the award may be entered in any court having jurisdiction. Discovery will be permitted to the extent consistent with the JAMS Rules and the arbitrator’s duty to ensure a fair, efficient proceeding. The arbitrator shall apply New Jersey law consistent with the governing law clause, honor applicable privileges, and has exclusive authority to resolve disputes relating to the interpretation, applicability, enforceability, or formation of this agreement to arbitrate (including the class waiver below), except that a court retains authority to decide issues that are not arbitrable by law.

C. Small Claims and Equitable Relief. Either party may bring an individual action in a court of competent jurisdiction for claims within that court’s small claims jurisdiction. Either party may seek temporary, preliminary, or injunctive relief in a court listed above to protect Confidential Information or intellectual property or to compel or confirm an arbitration award.

D. Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, DISPUTES WILL BE ARBITRATED (OR LITIGATED IN SMALL CLAIMS COURT) ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. If a court determines that applicable law precludes enforcement of any part of this class action waiver as to a particular claim for relief, then that claim (and only that claim) must be severed and brought in court, not arbitration.

E. Arbitration Fees. Payment of JAMS filing, administration, and arbitrator fees will be governed by the JAMS Rules. The arbitrator may award fees and costs to the prevailing party to the extent permitted by applicable law.

F. Survival. This Section 19 survives termination of your account and cessation of use of the Service.

20. ADDITIONAL TERMS; ORDER FORMS

The Company and Lender may, from time to time, agree to additional or supplemental terms and conditions, which shall be memorialized in a separate written agreement or order form executed by both parties (each, an “Order Form”). Unless expressly stated otherwise in the applicable Order Form, in the event of any conflict or inconsistency between the terms of this Agreement and those of an Order Form, the terms of the Order Form shall control with respect to the subject matter of such Order Form, and the remaining provisions of this Agreement (including Section 19, Dispute Resolution) shall apply to such Order Form.

21. CHANGES TO THESE MASTER TERMS

A. Updates. Company may update these Master Terms to reflect changes to the Service, legal requirements, or business practices.

B. Notice of Changes; Effect on Order Forms. Company will post the updated Master Terms with an updated Effective Date and, if changes are material, provide notice by email to the address specified in the applicable Order Form or through the Service. Updates to these Master Terms shall not apply to a Lender during the term of that Lender’s then-current Order Form without the Lender’s prior written agreement, except that Company may update the Privacy Policy and Acceptable Use Policy with notice, provided such updates do not materially diminish Company’s security commitments or materially expand Company’s data use rights with respect to Lender data. For clarity, updates to this Agreement will not modify the material commercial terms of any then-current Order Form during its stated term, unless otherwise agreed in writing by the Parties.

22. MISCELLANEOUS

A. Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

B. Assignment. You may not assign this Agreement without our prior written consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

C. Construction. Headings used in this Agreement are for reference purposes only and do not affect the interpretation of this Agreement. This Agreement will not be construed against either party by reason of authorship.

D. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be deemed modified to the extent necessary to render it enforceable, and the other provisions will remain in full force and effect.

E. Force Majeure. Neither party will be liable for any delay or failure to perform due to a Force Majeure Event. The affected party will provide prompt notice and use reasonable efforts to resume performance.

F. Entire Agreement. This Agreement, including any referenced addenda and/or Order Forms, constitutes the entire agreement between the parties regarding the Service and supersedes all prior and contemporaneous agreements or discussions. No other terms or conditions (including any shrink-wrap, click-wrap, or other terms provided by Lender) are binding on Company, and all such terms are deemed rejected in their entirety.

G. No Waiver. The failure of a party to enforce any provision of this Agreement will not be a waiver of its right to do so later. To be effective, any waiver must be in writing and signed by the waiving party.

H. Survival. The following provisions will survive termination or expiration of this Agreement: any outstanding payment obligations and the provisions of Section 6 (Placement Fees), Section 8 (Content and Data), Section 9 (Privacy and Security), Section 10 (Confidentiality), Section 11 (Intellectual Property), Section 13 (Disclaimers), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 16 (Effect of Termination), Section 19 (Dispute Resolution), and Section 22 (Miscellaneous).

I. Use of Lender Marks and Names. Subject to consent indicated on the applicable Order Form, you grant Company a non-exclusive, worldwide, royalty-free license to use your name, trademarks, service marks, logos, and other brand identifiers (collectively, “Marks”) in connection with Company’s marketing, advertising, promotional, and public relations activities, in any media now known or hereafter developed. If the Order Form indicates that such consent is not granted, Company will not use Lender’s Marks for marketing purposes without Lender’s prior written consent. Company agrees to use such Marks in accordance with any reasonable style, usage, or branding guidelines you provide in writing. If you provide such guidelines, Company will make commercially reasonable efforts to comply with them in all uses of your Marks. This license is granted for the duration of your participation on the platform and may be revoked upon written notice to Company, except that Company may continue to use previously created marketing materials for a reasonable period following revocation.

J. Notices. All notices under this Agreement must be in writing. Notices to you may be provided via email to the address specified in the applicable Order Form or otherwise associated with your account. Notices to Company must be sent by email to support@mloop.co, with a copy sent by certified mail, return receipt requested, to: Irish Owl, LLC d/b/a mLOOP Attn: Contract Management, 35 Macclesfield Drive, Medford, NJ 08055. Notices are deemed given upon the first business day after sending by email or upon receipt if sent by mail. If an Order Form specifies different notice recipients or addresses for notices relating to that Order Form, those notice details shall govern for notices under such Order Form.

23. CONTACT INFORMATION

A. For general inquiries, please contact: support@mloop.co

B. For security-related notices, please contact: support@mloop.co