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Compliance

Effective Date: June 6, 2023
  1. Compliance Features. Customer may have access to Modern Treasury’s compliance and anti-fraud features as described in an Order (the “Compliance Features”). The Compliance Features are part of the Payments Product, and these Compliance Terms supplement the rest of the Agreement if Customer purchases access to or uses the Compliance Features (excluding Bank Account Validation features, to which these Compliance Terms do not apply). To use the Compliance Features, Customer will cooperate with Modern Treasury to activate the Compliance Features for Customer’s organization.
  2. Authorized Use. The Compliance Features provide Customer with Scores related to its Counterparties and Transactions and allows Customer to manage its response to the Scores through a case management dashboard. Customer may use Scores and Compliance Features solely for identity verification, fraud detection and compliance purposes for its Counterparties and Transactions, including as part of its know your customer/know your business (“KYC/KYB”) and anti-money laundering (“AML”) programs. Customer will request Scores solely for legitimate and bona fide business reasons and, in using the Compliance Features and Scores, Customer will comply with all Laws and its applicable terms and privacy policies with Counterparties. Customer may disclose Scores solely (1) to its Users acting on its behalf as reasonably necessary for the purposes of the foregoing and (2) as required by Banks with which it has a relationship or regulators or governmental authorities having authority over Customer’s activities. Customer will not sell or resell Scores. If Customer distributes Scores to third parties (subject to these Compliance Terms and the Agreement) it must include disclaimers consistent with Section 7 (Disclaimer) below with the Scores.
  3. Users. Customer agrees not to provide access to the Compliance Features to anyone other than its internal employees and contractors acting on its behalf or to use the Compliance Features except as expressly permitted in the Agreement (including this Exhibit). Using the case management dashboard, Customer will notate any inaccurate Scores it observes (e.g., false positives/negatives, missed fraud) within 30 days of delivery of the Score.
  4. Geographic Scope. Some KYC checks are limited to data coverage within the US. As coverage expands, prices may vary per country.
  5. Use of Customer Data. Due to the nature of the Compliance Features, Customer agrees to the following uses of Customer Data in addition to those permitted in the Agreement. Modern Treasury and its suppliers may use, host, perform, display and create derivative works of the Customer Data and Scores (1) to provide, operate, analyze and improve the Compliance Features, (2) for fraud detection, security, machine learning and artificial intelligence purposes, including in manners that benefit other customers, (3) to comply with Laws and (4) to create anonymized and aggregated data (“Anonymized Data”). Modern Treasury and its suppliers may use the Anonymized Data for their lawful business purposes, including for promotion and benchmarking purposes during and after the Term, but for clarity will not disclose the Anonymized Data in a manner that identifies Customer or any Counterparty. For Counterparty email addresses in Customer Data (“Email Addresses”) Modern Treasury and its suppliers (as independent controllers) may retain such email addresses to use for anti-fraud purposes during and after the Term.
  6. FCRA. Modern Treasury is not a “consumer reporting agency” and neither the Compliance Features nor Scores constitute “consumer reports” as those terms are defined in the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq., (“FCRA”) or any similar state statute. Customer is prohibited from using the Compliance Features or Scores, in whole or in part, for the purpose of serving as a factor in establishing a person’s eligibility for credit, insurance, employment, or another purpose in connection with which a consumer report may be used under the FCRA, or for offering the Compliance Features or Scores to anyone else for any such purpose. Specifically, Customer hereby certifies that it will not, and it will not permit anyone else to, use the Compliance Features or Scores to determine, in whole or in part, an individual’s eligibility for any of the following products, services or transactions: (i) credit or insurance to be used primarily for personal, family or household purposes; (ii) employment purposes; (iii) benefits, tenancy (including deciding whether to lease a commercial or residential property) or educational admission considerations; (iv) in connection with a business transaction initiated by an individual consumer for personal, family or household purposes, including whether an individual meets the terms of a customer account or (v) any other product, service or transaction in connection with which a consumer report may be used under the FCRA, including, without limitation, check-cashing or the opening of a deposit or transaction account. Modern Treasury makes no representation or warranty as to the credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living of any person. Customer will not use the Compliance Features or any Scores in order to take any “adverse action” as that term is defined in the FCRA.
  7. Disclaimer. Scores are provided based on algorithmic results to assist Customer in performing fraud and anomaly detection, but Scores are not legal determinations. While the Compliance Features may be used to support Customer’s compliance programs, the Compliance Features are not a substitute for those programs. Scores may be derived from multiple sources or be modified before delivery. Scores are furnished based on data available at the time of delivery and their accuracy may be subject to change over time. Modern Treasury does not guarantee that Scores will be provided on an uninterrupted basis or that Scores will be accurate or complete or satisfy Customer’s legal, compliance or contractual obligations or that the Compliance Features will identify all potential issues or risks. Customer (not Modern Treasury) is solely responsible for (a) its use or reliance on Scores, (b) all decisions and actions taken using or based on the Scores, such as whether to block, freeze or proceed with any Counterparty or Transaction (even if the Compliance Features provide default rules or logic for such decisions and actions), and (c) any reporting or other action required by Laws related to any Score, Counterparty or Transaction, including pursuant to the Bank Secrecy Act, regulations of the United States Department of the Treasury’s Office of Foreign Asset Control (OFAC), other sanctions or any other Laws or financial institution requirements related to KYC, AML, customer identification or customer due diligence. These disclaimers apply in addition to those in the main Agreement and notwithstanding anything else in the Agreement.
  8. Definitions.
    1. Counterparties” means any user for which Customer uses the Compliance Features to request a Score.
    2. Customer Data” is as defined in the Agreement and includes (a) any data collected by Customer using the Compliance Features’ onboarding flow for Counterparties and (b) Scores, subject to the usage limitations and disclaimers in this Exhibit. Scores are sourced from public and third-party sources and Customer acknowledges that Modern Treasury may provide similar or identical scores or data to others in connection with providing its Products. Customer does not obtain ownership of any public or third party-provided data reflected in Scores.
    3. Scores” means risk scores, reports, signals, and any related data provided to Customer through the Compliance Features in response to Customer Data.

Transaction” means any transaction or information related to a transaction for which Customer uses the Compliance Features to request a Score.

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