Green Star BCS License Agreement and Terms & Conditions of Sale

The following License applies to the Service provided by Green Star BCS to You. By accessing the Service, You acknowledge and irrevocably represent that You have read and understood, and agree to be bound by this License. If You do not agree with this License, do not access or use the Service.

1. Definitions “Internal Use” or use for “internal business purposes” means use by You in relation to Your internal operations which use shall not include: (a) the use of all or any part of Services including any Data licensed hereunder to provide any service to any third party; or (b) giving or allowing of access to, or to otherwise disseminating, all or any part of such Services in any manner whatsoever to any third party (including Your affiliates unless otherwise expressly permitted). “Data” means any data, analytics, report(s), or other similar deliverables to be provided as part of the Service. “Service” means all information provided by Green Star BCS to You, however accessed in any format including any Data provided as a part of such Service. Green Star BCS reserves the right to replace or make any change to the Service. “License” means these terms and conditions. “You(r)” means you as the individual user, and the entity that you represent.

2. Limited License 2.1 Subject to and in consideration of Your compliance with this License, Green Star BCS hereby grants You a personal, non-exclusive, non-transferable, nonsublicensable, and revocable license to the Service solely for internal business purposes. Any logins provided are personal to You and may not be shared. You may not assign any of Your rights or delegate any of Your obligations hereunder and any attempted assignment shall be null and void. This License sets forth the entire agreement between You and Green Star BCS and supersedes any and all prior proposals, agreements or communications, written or oral, of the parties with respect to the subject matter hereof. 2.2 You may only refer to, distribute externally, sell, lease, transfer, sublicense, or otherwise make available, or permit access to the Service or any portion thereof to any third party if expressly permitted by Green Star BCS in writing.

3. Ownership You shall not decompile, disassemble or otherwise reverse engineer any Service in whole or in part. You shall not remove any copyright, trademark or other proprietary notices. Title to and ownership of the Service(s) and all applicable rights in patents, copyrights and trade secrets in the Service(s) shall remain exclusively in Green Star BCS (or its third-party providers as provided in this License). All rights not expressly granted under this License are reserved.

4. Fees, Payment, Taxes and Delivery 4.1 You agree to pay all fees specified at the time of Your purchase of a license to the Services together with any processing or transaction fee charged by the bank or payment provider (“Fees”). 4.2 In addition to the Fees, You will pay to Green Star BCS or to the relevant taxing authority, as appropriate, any applicable sales, use, goods and services, value added, withholding or similar taxes payable hereunder so that after payment of such taxes the amount Green Star BCS receives is not less than the Fees. 4.3 Delivery of Service is deemed to occur when the Data are made available to You.

5. Confidential Information The Service(s) provided under this License are confidential and/or proprietary to Green Star BCS, and You shall safeguard the Service(s) and this License accordingly. Each party agrees to hold any information of the other party that is confidential or proprietary to such party (“Confidential Information”) in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such Confidential Information to third parties, or to use such Confidential Information for any purposes other than the Services covered by this License. It is understood and agreed that in the event of a breach of confidentiality, damages may not be an adequate remedy and each party shall be entitled to injunctive relief to restrain any such breach, threatened or actual.

6. Disclaimer THE SERVICE LICENSED HEREUNDER IS PROVIDED "AS-IS", AND NEITHER GREEN STAR BCS, ITS AFFILIATES NOR ANY THIRD-PARTY PROVIDER (DEFINED BELOW) SHALL BE LIABLE TO YOU FOR ANY INACCURACIES, ERRORS OR OMISSIONS IN THE SERVICE. NEITHER GREEN STAR BCS, ITS AFFILIATES NOR ANY THIRD PARTY PROVIDER MAKES ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN RESPECT OF THIS LICENSE, THE SERIVCE INCLUDING ANY DATA OR DOCUMENTATION PROVIDED HEREUNDER OR AS TO THE RESULTS TO BE ATTAINED BY YOU OR OTHERS FROM THE USE OF THE SERVICE; ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED.

7. No Advice The Service is intended only for professionals and is not and should not be construed as financial, investment, legal, tax or other advice of any kind, nor should it be regarded as an offer, recommendation, or as a solicitation of an offer to buy, sell or otherwise deal in any investment or securities. You may not use the Service to transmit, undertake or encourage any discussions related to non-public, competitively sensitive business information or any other topic prohibited under applicable law, unauthorized investment advice or financial promotions, or to generate any advice, recommendations, guidance, publications or alerts made available to its clients or other third parties. Nothing in the Service constitutes a solicitation by Green Star BCS of the purchase or sale of loans, securities or any investment.

8. Limitation of Liability. 8.1 NEITHER GREEN STAR BCS, ITS AFFILIATES NOR ANY THIRD PARTY PROVIDER SHALL IN ANY WAY BE LIABLE TO YOU, WHETHER IN CONTRACT (INCLUDING UNDER AN INDEMNITY), IN TORT (INCLUDING NEGLIGENCE), UNDER A WARRANTY (EXPRESS OR IMPLIED), UNDER STATUTE OR OTHERWISE, IN RESPECT OF ANY LOSS, CLAIM OR DAMAGE, WHETHER DIRECT OR INDIRECT, SUFFERED BY YOU OR ANY THIRD PARTY ARISING IN RESPECT OF, OR IN CONNECTION WITH (A) ANY INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN ANY OF THE SERVICE; OR (B) ANY ADVICE, OPINION, RECOMMENDATION, GUIDANCE, FORECAST, JUDGMENT, PUBLICATION, CONCLUSION OR ANY COURSE OF ACTION (OR INACTION) BY YOU MADE, OR TAKEN IN RELIANCE OF, OR BASED ON THE SERVICE INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. 8.2 NEITHER GREEN STAR BCS NOR YOU WILL BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES SUFFERED BY THE OTHER PARTY, INCLUDING: (A) ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS, REVENUE, SAVINGS, OR BUSINESS; OR (B) LOSS OF GOOD WILL, REPUTATION, OR SIMILAR LOSSES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. 8.3 THE MAXIMUM LIABILITY OF GREEN STAR BCS AND/OR YOU TO THE OTHER PARTY FOR ALL CLAIMS UNDER THIS LICENSE, WHETHER IN CONTRACT (EXCLUDING UNDER AN INDEMNITY), IN TORT (INCLUDING NEGLIGENCE), UNDER A WARRANTY (EXPRESS OR IMPLIED), UNDER STATUTE OR OTHERWISE, WILL BE LIMITED TO THE FEES PAID FOR THE SERVICE. 8.4 EXCLUSIONS. THE LIMITS ON LIABILITY SET OUT IN THIS SECTION 8 SHALL NOT APPLY IN RESPECT OF LIABILITY OF A PARTY FOR DAMAGES RELATED TO DEATH OR PERSONAL INJURY RESULTING FROM GROSS NEGLIGENCE OR WILLFUL DEFAULT OR ANY DAMAGES OR LIABILITY ARISING AS A RESULT OF FRAUD OR FRAUDULENT MISREPRESENTATION OF A PARTY OR WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW. THE LIMITS ON LIABILITY SET OUT IN SECTIONS 8.2 AND 8.3 SHALL NOT APPLY IN RESPECT OF LIABILITY OF A PARTY FOR DAMAGES RELATED TO; (A) CLAIMS OR LOSSES BASED UPON BREACHES BY YOU OF THE LIMITED LICENSE/AUTHORIZED USE; (B) YOUR LIABILITY UNDER SECTION 4 (FEES, PAYMENT, TAXES AND DELIVERY); AND/OR SECTION 9.

9. Breach of Terms If You breach any of the obligations under this License the Service licenses granted herein are immediately revoked and Green Star BCS shall have the right, in addition to any and all other remedies it may have hereunder, at law or in equity, in its own discretion (a) to revoke the license immediately upon notice to You; and (b) to claim the reasonable value of unauthorized use of the Service. Notwithstanding the foregoing, You shall indemnify Green Star BCS and/or its Affiliates against any cost, loss or damage suffered by Green Star BCS and/or its Affiliates, including Green Star BCS’ attorneys’ fees, arising as a result of any use of the Service by You or any breach of or non-compliance with this License.

10. Data Protection and Security Green Star BCS will handle all personal data in accordance with Green Star BCS’ Privacy Policy, which can be found at https://greenstarbcs.com/privacy-policy. In order to provide the Services, Green Star BCS may: (a) use, collect, store, disclose and process the personal data; (b) record Services for record-keeping and compliance purposes; and (c) transfer the personal data inside of, and outside of, the EEA. If applicable, the Green Star BCS Policy for the Processing of Data Governed by the GDPR, located at https://greenstarbcs.com/privacy-policy constitutes part of this License.

11. Miscellaneous The Service provided hereunder: (a) was developed at private expense and is in all respects the proprietary information of Green Star BCS; (b) was not developed with government funds; (c) is a trade secret of Green Star BCS for all purposes of the Freedom of Information Act and any provincial, state, federal or other government access to information legislation; and (d) is a commercial item and thus, duplication or disclosure of the Service is subject to the restrictions set forth by Green Star BCS. You agree to comply with all applicable anticorruption laws, regulations, codes, treaties, and conventions, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act in connection with this License. Export controls and sanctions laws and regulations of the United States and other relevant local export controls and sanctions laws may apply to the Service provided hereunder and to such extent, You agree to comply with all such export controls and sanctions laws and regulations, and agree that You will not export, re-export, transfer, sell or use the Service without the prior express written permission of Green Star BCS. Provisions titled Ownership, Confidentiality, Disclaimer, No Legal Advice and Breach of License shall survive the termination or expiration of this License. This License will be construed under the laws of the State of Texas, USA. Each party hereby submits to the exclusive jurisdiction of courts of the State of Texas, USA. The rights and obligations of Green Star BCS and You arising from this Agreement will not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods, application of which is hereby expressly excluded thereof.

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