The rules in Filegrant

FILEGRANT CUSTOMER AGREEMENT

Last Modified: 04/26/2023

This Filegrant Customer Agreement (this "Agreement") is a binding contract between you ("Customer," "you," or "your") and Cyber Grant Inc. ("Provider," "we," or "us"). This Agreement governs your access to and use of the Filegrant Services and associated technology.

WHEREAS Provider makes available to its customers a content encryption and decryption service; and

WHEREAS Customer desires to use Provider’s content encryption and decryption service.

Now, therefore, in consideration of the premises and terms set forth below, and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this agreement agree as follows:

1. DEFINITIONS.

(a) “Aggregated Statistics” has that meaning set forth in Section 2(g).

(b) “API Guides” mean the documentation made available to Customer by Provider that provides instructions on how to exchange information with the Filegrant APIs, but expressly excludes the Services Documentation and the Software Documentation.

(c) "Authorized User" means Customer and Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Filegrant Services and/or the Third-Party Products under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Filegrant Services and/or the Third-Party Products has been granted – by purchase or by freemium version hereunder.

(d) "Confidential Information" has the meaning set forth in Section 6.

(e) "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, by or on behalf of Customer or any other Authorized User in connection with the Filegrant Services.  Customer Data includes the Customer Content.

(f)  “Customer Content” means any file sent by an Authorized User to the Filegrant Service for encryption, whether through the Filegrant Portal, Filegrant Software or Filegrant API.

(g) “Decryption Services” means the content decryption services provided by Provider under this Agreement that are detailed on Provider's website available at www.filegrant.com. 

(h) "Documentation" means the Services Documentation, Software Documentation and the API Guides, cumulatively.

(i)  “Encryption Services” means the content encryption services provided by Provider under this Agreement that are detailed on Provider's website available at www.filegrant.com. 

(j)  "Enterprise Fees" has the meaning set forth in Section 5(a).

(k) “Feedback” has the meaning set forth in Section 7(b).

(l)  “Fees” has the meaning set forth in Section 5(a).

(m) “Filegrant APIs” means those APIs owned and maintained by Provider that allow Customer to exchange information with the Filegrant Services to programmatically use the Encryption Services.

(n) “Filegrant Assets” means the Filegrant APIs, Filegrant Portal, Filegrant Services, Filegrant Software and Documentation, cumulatively.

(o) “Filegrant Portal” means the portal at app.filegrant.com or any successor thereto through which an Authorized User can access the Filegrant Services.

(p) "Filegrant Services" comprise the Encryption Services and Decryption Services, including associated administration and transaction management functionality, cumulatively.

(q) “Filegrant Software” means that software provided by Provider, if any, that allows Authorized Users to perform the Encryption Services on hardware and/or systems owned or controlled by Customer.

(r)  “Initial Term” has the meaning set forth in Section 12(a).

(s) “Losses” has the meaning set forth in Section 10.

(t) “Payment Processing Services” has the meaning set forth in Section 5(b)(i).

(u) “Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or other legal entity.

(v) “Provider Indemnitees” has the meaning set forth in Section 10.

(w) "Provider IP" means the Filegrant Services, the Filegrant Software, the Documentation, and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes the Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Filegrant Services, Filegrant Software or Filegrant APIs (e.g., logging and tracking information), but does not include Customer Data.

(x) “Renewal Term” has the meaning set forth in Section 12(a).

(y) “Services Documentation” means end user documentation relating to the Filegrant Services available at www.filegrant.com, but expressly excludes the API Guides and the Software Documentation.

(z) “Software Documentation” means Provider's end user documentation relating to the Filegrant Software distributed by Provider with the Filegrant Software, but expressly excludes the API Guides and the Services Documentation.

(aa) “Service Suspension” has the meaning set forth in Section 2(i).

(bb) “Subscribers” means Subscriber Customers and Enterprise Customers, cumulatively.  For clarity, Freemium Customers are not Subscribers.

(cc) “Subscription Fees” has the meaning set forth in Section 5(a).

(dd) “Term” has the meaning set forth in Section 12(a).

(ee) “Third-Party Agreement” has the meaning set forth in Section 3(e).

(ff) “Third-Party Products” means the Payment Processing Services and any other products, content, services, information, websites, software libraries, or other materials that are owned by third parties and are incorporated into or accessible through, or used by Provider to provide, the Filegrant Services.

(gg) “Transaction Processor” has the meaning set forth in Section 5(b)(i).

(hh) “Transaction Processor Account” has the meaning set forth in Section 5(b)(ii).

(ii) “Transaction Processor Agreement” has the meaning set forth in Section 5(b)(ii). For clarity, a Transaction Processor Agreement is a Third-Party Agreement.

2. ACCESS AND USE.

(a) Provision of Access. Subject to and conditioned on your compliance with all other terms and conditions of this Agreement: Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Filegrant Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. Provider shall provide you the necessary access credentials, which may include OTPs (One Time Passwords), to allow you to access the Filegrant Services.

(b) API Guides and Filegrant APIs.  If Provider provides to you API Guides, then Provider also hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right:

(i) to use the API Guides to develop software capable of exchanging information with the Filegrant APIs; and

(ii) for Authorized Users to use this software to exchange information with the Filegrant APIs and access and use the Filegrant Services,

during the Term solely for your internal business operations in accordance with the terms and conditions herein. Provider shall provide you the necessary access credentials to allow you to exchange information with the Filegrant APIs.

(c) Filegrant Software. Provider may make available to Subscribers the Filegrant Software.  If Provider provides to you Filegrant Software, then Provider also hereby grants you a non-transferable, non-exclusive, non-assignable, limited right to use the Filegrant Software and its associated Software Documentation to access and use the Filegrant Services in accordance with the terms and conditions herein.

(d) Services Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Services Documentation during the Term solely for your internal business purposes in connection with use of the Filegrant Services.

(e) Responsibility for Authorized Users. Customer shall remain primarily liable for and obligated to Provider for the actions and omissions of the Authorized Users hereunder to the same extent as if Company had performed such actions and omissions.  Customer therefore agrees to make Authorized Users aware of the terms and restrictions set forth in this Agreement. In the event Customer becomes aware that an Authorized User is violating this Agreement, Customer shall promptly notify Provider.

(f)  Use Restrictions. You shall not, and shall not permit any Authorized User or any other Person to, use the Filegrant Services, the Filegrant Software, or Documentation for any purposes beyond the scope explicitly granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized User or any other to: (i) copy, modify, or create derivative works of the Filegrant Services, the Filegrant Software, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Filegrant Services, the Filegrant Software, or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Filegrant Services or Filegrant Software, in whole or in part; (iv) remove any proprietary notices from the Filegrant Services, the Filegrant Software, or Documentation; or (v) use the Filegrant Services, the Filegrant Software, or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.

(g) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Filegrant Services and Filegrant Software and collect and compile data and information related to Customer's use of the Filegrant Services and Filegrant Software to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Filegrant Services and Filegrant Software ("Aggregated Statistics"). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You acknowledge that Provider may compile Aggregated Statistics based on Customer Data input into the Filegrant Services. You acknowledge that Provider may (i) make Aggregated Statistics publicly available in compliance with any applicable law, regulation, or rule and (ii) use Aggregated Statistics to the extent and in the manner permitted under any applicable law, regulation, or rule.

(h) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP.

(i) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may suspend Customer's and any other Authorized User's access to any portion or all of the Filegrant Services if: (i) Provider reasonably determines that (A)  there has been unauthorized access to or use of the Provider IP or Third-Party Products by or through Customer; (B) there is a threat or attack on any of the Provider IP or Third-Party Products; (C) Customer's or any other Authorized User's use of the Provider IP or Third-Party Products disrupts or poses a legal, regulatory or other compliance risk; data, privacy or security risk; financial risk, or reputational risk to Provider, the Provider IP, any other customer, vendor or subcontractor of Provider, or the Third-Party Products (or the provider of such Third-Party Products); (D) Customer or any other Authorized User is using the Provider IP or the Third-Party Products for or to facilitate fraudulent or illegal activities; (E) subject to any applicable law, regulation, or rule, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (F) suspension may be necessary or appropriate in order to ; (ii) the Transaction Processor or any vendor or subcontractor of Provider has modified, suspended, or terminated its support for any Third-Party Products or the Filegrant Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Filegrant Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Filegrant Services as soon as reasonably practicable after the event giving rise to the Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

(j)  Customer Systems. Customer acknowledges and agrees that Customer is solely responsible for the computer systems and technology assets required to access and use the Filegrant Services and associated data contained therein.

3. CUSTOMER RESPONSABILITIES.

(a) Acceptable Use Policy. Neither the Filegrant Services nor the Third-Party Products may be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in Provider's acceptable use policy ("AUP") located at www.filegrant.com/aup, as may be amended from time to time, which is incorporated herein by reference. You will comply with all terms and conditions of this Agreement, all applicable laws, regulations, and rules, and all guidelines, standards, and restrictions and limitations on use set forth in the AUP. You agree (A) to immediately notify Provider if you becomes aware that the Filegrant Services or the Third-Party Products are being used to engage in any activity that is fraudulent, deceptive, harmful, or otherwise in violation of this Agreement or any applicable Third-Party Agreement, and (B) to cooperate with Provider to reduce the risk of fraud or any other misuse of the Filegrant Services or the Third-Party Products, including by providing any relevant information reasonably requested by Provider.

(b) Account Use. You are responsible and liable for all uses of the Filegrant Services, Filegrant Software, Documentation, and the Transaction Processor Account resulting from your access and access provided by you or the use of any access credentials, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Filegrant Services and shall cause Authorized Users to comply with such provisions.

(c) Customer Data. You hereby grant to Provider a non-exclusive, royalty-free, worldwide license to use, and perform all acts with respect to, the Customer Data as may be necessary for Provider to provide or otherwise make available the Filegrant Services and the Third-Party Products to you. You will ensure that Customer Data and any Authorized User's use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law, regulation, or rule. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.

(d) Access Credentials. You are responsible and liable for keeping confidential access credentials, including any passwords, OTPs or certificates, associated with the Filegrant Services, Filegrant Software, Filegrant APIs, or Third-Party Products. You will not sell or transfer them to any other Person. You will promptly notify us about any unauthorized access to your access credentials.

(e) Third-Party Products. The  Filegrant Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Filegrant Services by website link or otherwise (each, a “Third-Party Agreement”). If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

4. PROVIDER RESPONSABILITIES.

(a) Customer Content. Provider will make no use of Customer Content other than to provide the Filegrant Services, which may include at Provider’s option review of the Customer Content, by automatic or other means, to determine its compliance with the AUP.  Provider will not distribute any Customer Content to any third party, other than contractors of Provider who support the Filegrant Services and who have agreed in writing to keep confidential the Customer Content.

(b) Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Filegrant Services and Filegrant APIs available.  If, in the highly unlikely case that the Encryption Services generate corrupt encrypted Customer Content that is unable to be accurately decrypted by the Decryption Services, then Customer’s sole remedy will be for Provider to re-encrypt the original Customer Content through the Encryption Services at no cost to Customer. 

(c) Token Issuance. As part of the Decryption Services, a recipient of encrypted Customer Content will be able to decrypt and view the Customer Content if Provider issues a valid token to the recipient. If Provider issues a token for encrypted Customer Content that is not authorized by Customer’s instructions received at the time such Customer Content was encrypted by Customer, Customer’s sole remedy will be to have Provider invalidate such token upon Customer’s notice. If a token associated with encrypted Customer Content issued by Provider is corrupt and unable to accurately decrypt the encrypted Customer Content through the Decryption Services, then Customer’s sole remedy will be for Provider to issue a new token at no cost to Customer.

(d) Support. This Agreement does not entitle Customer to any support for the Filegrant Services beyond access to the support documentation published at www.filegrant.com. Enterprise Customers can be entitled to the support services described in their corresponding contractual documentation.

5. FEES AND PAYMENT.

(a) Subscription Fees. You may be allowed to encrypt a limited number of content files without being charged (a “Freemium Customer”).  Once you reach the limit established by Provider, you will be required to become a Subscriber.  If you are or become a Subscription Customer, you shall pay Provider the subscription fee presented during subscription onboarding (“Subscription Fees”) using a payment method accepted by Provider (e.g., credit/debit card). If you are an Enterprise Customer, you shall pay Provider the fees as described on www.filegrant.com ("Enterprise Fees," cumulatively with the Subscription Fees, the “Fees”) within thirty (30) days from the invoice date without offset or deduction. Provider may adjust the Enterprise Fees by posting new fees at www.filegrant.com and providing Customer notice of such changes. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, then, without limiting Provider's other rights and remedies: (a) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under any applicable law, regulation, or rule; (b) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if such failure continues for ten (10) days or more, Provider may suspend, in accordance with Section 2(i), Customer's and all other Authorized Users' access to any portion or all of the Filegrant Services until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority, on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income (“Taxes”).  Provider will not be responsible for the Taxes of any other Person.

(b) Payment Processing Services; Transaction Fees.

(i) We have engaged a third-party payment processor (the “Transaction Processor”) to provide or otherwise make available payment processing services in connection with the Filegrant Services (the “Payment Processing Services”), including for the purpose of facilitating the receipt and disbursement of funds in connection with the Filegrant Services.

(ii) Customer acknowledges and agrees that, prior to selling any products or services by or through the Filegrant Services and using the Payment Processing Services, Customer will (A) comply with any onboarding and enrollment requirements established by Provider and the Transaction Processor, (B) provide Provider with all information necessary for Provider and/or the Transaction Processor to enable Customer to access and use the Payment Processing Services, (C) establish an account with the Transaction Processor in accordance with the requirements of the Transaction Processor (the “Transaction Processor Account”), and (D) enter into an agreement with the Transaction Processor (the “Transaction Processor Agreement”). Customer agrees to maintain and comply with the Transaction Processor Agreement at all times.  

(iii) Customer acknowledges and agrees that Provider is not responsible or liable for (A) Customer’s relationship with any of its customers, or (B) Customer’s products or services, including the delivery or provision of any such products or services, any customer service, or any dispute resolution arising out of or relating to such relationship or such products or services.

(iv) Customer hereby authorizes Provider to conduct the following activities on behalf of Customer: (A) receive forms, notices, disclosures, invoices, and other information from the Transaction Processor related to the Payment Processing Services or Customer; (B) collect and provide additional data or information related to Customer’s Transaction Processor Account and any activity associated with such Transaction Processor Account to the Transaction Processor; and (C) conduct any other activity that is necessary, appropriate, or advisable to enable Provider and/or the Transaction Processor to make available the Payment Processing Services to Customer.

(v) Customer will set the sale price for a token that can be used to decrypt an item of encrypted Customer Content when encrypting such Customer Content. The Payment Processing Services will enable collection of an amount equal to the sale price designated by the Customer with an amount equal to the applicable Service fees available at www.filegrant.com remitted to Provider from the total amounts collected.

6. CONFINDENTIALITY OF NON-CUSTOMER CONTENT INFORMATION.

From time to time during the Term, Provider and Customer, if Customer is an Enterprise Customer, may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information that is marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). For clarity, no Freemium Customer or Subscriber Customer will provide Confidential Information to Provider and no information provided by a Freemium Customer or Subscriber Customer will be Confidential Information.  Confidential Information does not include (a) the Customer Content or (b) any information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving party; (iii) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (iv) independently developed by the receiving party. The Confidential Information of Provider will explicitly include any information related to any potential or existing errors or security concerns of the Filegrant Assets derived by Customer through it or its Authorized Users’ access to and use of the Filegrant Assets.  The receiving party shall not disclose the disclosing party's Confidential Information to any Person, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (a) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with any applicable law, regulation, or rule, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party unless prohibited by law and made a reasonable effort to obtain a protective order; or (b) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years after the expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under any applicable law, regulation, or rule), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under any applicable law, regulation, or rule.

7. INTELLECTUAL PROPERTY OWNERSHIP; FEEDBACK.

(a) Intellectual Property. As between Customer and Provider, (i) Provider owns all right, title, and interest, including all intellectual property rights, in and to the Filegrant Services, Filegrant Software, Filegrant APIs and Documentation and (ii) Customer owns all right, title, and interest, including all intellectual property rights, in and to Customer Data. Provider’s name and all related names, logos, product and service names, designs, and slogans are trademarks of the Provider or its affiliates or licensors.  Customer must not use such marks without the prior written permission of the Provider.  All other names, logos, product and service names, designs, and slogans on the Filegrant Services are the trademarks of their respective owners.

(b) Feedback. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Filegrant Services, Filegrant Software, Filegrant APIs or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. Provider has no obligation to provide Customer any compensation for Customer providing Feedback.

8. LIMITED WARRANTY AND WARRANTY DISCLAIMER.

(a) Provider Warranty.  Provider warrants that

(i)  it provides Filegrant Services using a commercially reasonable level of care and skill; and  

(ii) the Filegrant Software and each update thereto will perform materially as described in the Software Documentation current as of the date of its delivery for a period of ninety (90) days following such delivery; and when delivered to Customer the Filegrant Software does not contain any virus or other malicious code that would cause the Software to become inoperable or incapable of being used in accordance with the then current Software Documentation.

(b) Exclusions to the Provider Warranties; Remedies.

(i) The warranties set forth in Section 8(a) do not apply and become null and void if Customer or any Authorized User breaches any material provision of this Agreement, or if Licensee , any Authorized User, or any other Person provided access to the Filegrant Software directly or indirectly by Provider, whether or not in violation of this Agreement: (i) installs or uses the Filegrant Software on or in connection with any hardware or software not specified in the Software Documentation; (ii) modifies or damages the Filegrant Software; or (iii) misuses the Filegrant Software, Filegrant Services or Filegrant APIs, including any use of the Filegrant Software other than as specified in the Software Documentation.

(ii) If, during the period specified in Section 8(a)(ii), any Filegrant Software fails to comply with the warranty in Section 8(a)(ii), and such failure is not excluded from warranty pursuant to Section 8(b), Provider shall, subject to Customer promptly notifying Provider in writing of such failure: (i) in its sole discretion, take commercially reasonable efforts to repair the Filegrant Software or provide Customer a new copy of the same Filegrant Software, provided that Customer provides Provider with all information Provider reasonably requests to resolve the reported failure, including sufficient information to enable the Provider to recreate such failure; and (ii) if Provider is unable to repair or provide the new copy of the Filegrant Software after taking commercially reasonable efforts, terminate Customer’s license to use the Filegrant Software and, if requested by Provider, Customer shall return to Provider all copies of the Filegrant Software. If Provider repairs or replaces the Software, the warranty will continue to run from the delivery date of the Filegrant Software that failed the warranty and not from Customer’s receipt of the repair or replacement.

(iii) The remedies set forth in this Section 8(b)(ii) are Customer’s sole remedies and Provider’s sole liability under the limited warranty set forth in Section 8(a).

THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

(c) Customer Warranty. You warrant that

(i) You own all right, title, and interest, including all intellectual property rights in and to the Customer Data, or have a license granting rights sufficient for your use of the Customer Data in the Filegrant Services as contemplated herein and that the Customer Data and your use of the Filegrant Services are in compliance with the AUP.

(ii) You have all requisite capacity, power and authority to enter into, and perform your obligations under this Agreement.

(iii) This Agreement constitutes your legal, valid and binding obligation, enforceable against you in accordance with this Agreement.

(iv) All information and data, including Customer Data provided by Customer or an Authorized User to Provider is accurate and complete. 

(v) The Customer Content will not include any copy prevention mechanisms, functions or routines that will surreptitiously delete or corrupt data or computer viruses, trojan horses, or worms;

(vi) You are not, and you will not authorize, enable, or permit any use of the Filegrant Services, Filegrant Software, Filegrant APIs or Documentation by any Person that is: (A) in, under the control of, or a national or resident of any jurisdiction deemed high risk by Provider such as jurisdictions subject to a U.S. trade embargo (as of April 2023, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine); (B) deemed a high risk by Filegrant such as any Person identified on any export- or sanctions-related restricted party list of the U.S., United Kingdom, European Union or United Nations, including the sanctions lists maintained by the U.S. Office of Foreign Assets Control or the Denied Persons List or Entity List maintained by the U.S. Department of Commerce, including but not limited to the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce’s Denied Persons List, Unverified List, or Entity List. 

(vii) You will not, and you will not authorize, enable or permit any use of the Filegrant Services, Filegrant Software, Filegrant APIs or Documentation to directly or indirectly export, reexport, sell, or supply accounting, trust and corporate formation, or management consulting services to any Person located in the Russian Federation.

(d) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE FILEGRANT SERVICES, FILEGRANT SOFTWARE, FILEGRANT APIS AND DOCUMENTATION ARE PROVIDED "AS IS" AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE FILEGRANT SERVICES, FILEGRANT SOFTWARE, FILEGRANT APIS AND DOCUMENTATION, OR ENCRYPTED CUSTOMER CONTENT OR OTHER RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

9. DATA AND PRIVACY. 

Please refer to our privacy policy www.filegrant.com for information about how we collect, use and share personal information. By submitting customer data to the Filegrant Services, you expressly acknowledge that Provider will collect, use and disclose personal data therein in accordance with or privacy policy.  In addition you acknowledges that personal data provided to Provider may be transferred by Provider to and stored by Provider in the United States or other jurisdictions that may not have the same level of data protection as the country of origin of the individuals to whom the personal information relates. Customer represents and warrants to Provider, and acknowledges that Provider is relying on these representations and warranties, that Customer: (i) has provided all notices and obtained all consents as required by all applicable laws, regulations, and rules to provide the personal data to Provider, and shall maintain such records evidencing that it obtained such consent, which consent covers the uses by Provider as set out in the privacy policy, and to perform the terms of this Agreement, including the transfer and storage of same in foreign jurisdictions, and for any further processing consistent with the terms of this Agreement; and (ii) has complied with all applicable laws, regulations, and rules in the collection and disclosure to provider of such personal data. If requested by Provider, Customer shall provide copies of the consents obtained by Customer. Customer shall not do, cause or permit to be done anything which may cause or otherwise result in a breach by Provider of any applicable law, regulation, or rule.

10. INDEMNIFICATION. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns (“Provider Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees ("Losses") arising from or relating to any claim by a third party against a Provider Indemnitee (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; (ii) based on a breach of any terms, conditions, representations, warranties, covenants, or any other provision of this Agreement or any Third-Party Agreement by Customer; or (iii) based on Customer's or any Authorized User's negligence or willful misconduct or use of the Filegrant Services, Filegrant Software, Filegrant APIs or Documentation in a manner not authorized by this Agreement; provided that Customer may not settle any claim against a Provider Indemnitee unless Provider consents to such settlement, and further provided that the Provider Indemnitee will have the right, at its option, to participate in the defense thereof by counsel of its own choice.

11. LIMITATIONS OF LIABILITY.

(a) General. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(b) Applicability. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 11 MAY NOT APPLY TO USER. THIS AGREEMENT GIVES USER SPECIFIC LEGAL RIGHTS. USER MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. USER AGREES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY PROVIDED IN THIS AGREEMENT ARE FAIR AND REASONABLE 

12. TERM AND TERMINATION.

(a) Term. The term of this Agreement shall commence on the Effective Date and shall continue for one (1) year after such date (“Initial Term”).  Thereafter, the term of this Agreement shall automatically renew for additional one (1) year periods (each a “Renewal Term”).  For avoidance of doubt, the “Term” shall include the Initial Term and any Renewal Term.

(b) Termination. In addition to any other express termination right set forth in this Agreement:

(i) Provider may terminate this Agreement: (A) effective upon sixty (60) days' advance notice to Customer, for any reason; or (B) effective upon written notice to Customer, in the event Customer is unable to cure a Service Suspension within the time frame designated by Provider. Within thirty (30) days of any termination by Provider in accordance with Section 12(b)(i)(A), Provider will refund to Customer the accrual of the prepaid amounts representing the time after date Provider tenders such termination notice to Customer to the end of the Term, if the Customer is not a Subscription Customer, or the end of the current subscription month or year, as applicable.

(ii) A Customer that is not a Enterprise Customer may terminate this Agreement for any reason upon notice to Provider. If Customer is a monthly Subscription Customer, (A) Customer will continue to have access to the Filegrant Services provided under this Agreement until the end of the subscription month in which Customer tenders its notice of termination to Provider and Customer will not receive a refund from Provider for any Subscription Fees or (B) if the termination notice is received by Provider within the first seven (7) days of a subscription month of Customer’s subscription (i) Customer’s right to access and use the Provider IP will terminate immediately upon Customer tendering its termination notice and (ii) Provider will provide a full refund of the Subscription Fees for that subscription month. If Customer is an annual Subscription Customer, (A) Customer will continue to have access to the Filegrant Services provided under this Agreement until the end of the subscription year in which Customer tenders its notice of termination to Provider and Customer will not receive a refund from Provider for any Subscription Fees or (B) if the termination notice is received by Provider within the first thirty (30) days of subscription year (i) Customer’s right to access and use the Provider IP will terminate immediately upon Customer tendering its termination notice and (ii) Provider will provide a full refund of the Subscription Fees for that subscription year. If Customer is not a Subscription or Enterprise Customer, Customer’s termination notice under this Section 12(b)(ii) will be effective immediately upon tendering the termination notice to Provider..

(iii) Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) is capable of cure and remains uncured for thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.

(iv) Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Effect of Termination. Upon termination of this Agreement under Section 12(b)(i), (iii) or (iv), Customer shall immediately discontinue use of the Provider IP. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination.  Customer will not be entitled to a refund for any termination under Section 12(b)(iii) or (iv).

(d) Survival. This Section 12(d), Sections 5, 6, 7, 9, 10, 11, 14, 15, 16, and 18, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

13. MODIFICATIONS

(a) To the Filegrant Services. As the Filegrant Services evolve, Provider may improve or modify the Filegrant Services, Filegrant Portal, Filegrant Software and Filegrant APIs. This includes the option to remove functionality from the Filegrant Services, Filegrant Portal, Filegrant Software and Filegrant APIs where Provider either provides a functional equivalent or where this does not materially reduce the overall functionality of the Filegrant Services, Filegrant Portal, Filegrant Software or Filegrant APIs. Where Provider permanently removes functionality from the Filegrant Services, Filegrant Portal, Filegrant Software or Filegrant APIs without providing a functional equivalent, Provider shall provide Subscription Customers three (3) months’ advance notice. Provider may, but need not, provide notice of temporary removals of functionality from the Filegrant Services, Filegrant Portal, Filegrant Software or Filegrant APIs. Functionality beyond the initial scope of the Filegrant Services, Filegrant Portal, Filegrant Software and Filegrant APIs may be subject to additional terms and Customer’s use of such additional functionality shall be subject to those terms.

(b) To this Agreement. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Filegrant Services, Filegrant Software, or Filegrant APIs after the effective date of the modifications will be deemed acceptance of the modified terms..  

14. EXPORT REGULATION.

The Filegrant Services, Filegrant Software, and Filegrant APIs utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Filegrant Services or the software or technology included in the Filegrant Services, Filegrant Software, or Filegrant APIs to, or make the Filegrant Services or the software or technology included in the Filegrant Services, the Filegrant Software or Filegrant APIs accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Filegrant Services or the software or technology included in the Filegrant Services available outside the US.

15. US GOVERNMENT RIGHTS.

Each of the software components that constitute the Filegrant Services and the Documentation is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Filegrant Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

16. GOVERNING LAW AND JURISDICTION.

This agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the City and County of San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

17. FILEGRANT COPYRIGHT POLICY.

(a) Reporting Claims of Copyright Infringement.  We take claims of copyright infringement seriously.  We will respond to notices of alleged copyright infringement that comply with all applicable laws, regulations, and rules.  If you believe any materials accessible on or from the Filegrant Services, including the Filegrant Portal, infringe your copyright, you may request removal of those materials (or access to them) from the Filegrant Portal by submitting written notification to our copyright agent designated below in Section 17(d).  In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

· Your physical or electronic signature. · Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Filegrant Portal, a representative list of such works. · Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material. · Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address). · A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law. · A statement that the information in the written notice is accurate. · A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Filegrant Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

(b) Counter Notification Procedures. If you believe that material you posted on the Filegrant Portal was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a "Counter Notice") by submitting written notification to our copyright agent designated below in Section 17(d).  Pursuant to the DMCA, the Counter Notice must include substantially the following:

· Your physical or electronic signature. · An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled. · Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address). · A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled. · A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the website may be found) and that you will accept service from the Person (or an agent of that Person) who provided the website with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Filegrant Portal was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

(c) Repeat Infringers. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

(d) Designated Copyright Agent. Our designated copyright agent to receive DMCA Counter Notices is: Operations Team Cyber Grant Inc. 101 Jefferson Drive Menlo Park, CA 94025 +1 (650) 622-5410 copyright@cybergrant.net

18. MISCELLANEOUS.

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at https://www.cybergrant.net/contacts and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Filegrant Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

FILEGRANT ACCEPTABLE USE POLICY

This Acceptable Use Policy (“AUP”) addresses requirements applicable to a customer of the Filegrant Service.

Cyber Grant prohibits using the Filegrant Service to engage in activities such as (but not necessarily limited to) the following: a) hacking, spoofing, or launching denial of service attacks; b) gaining or attempting to gain unauthorized access to others' networks or systems; c) sending fraudulent email messages or files; d) distributing or attempting to distribute malicious software (malware); e) spying or attempting to install spyware or other unauthorized monitoring or surveillance tools; f) committing criminal acts such as terrorism, fraud, or identity theft; g) downloading, storing, or distributing child pornography or other obscene or illegal materials; h) downloading, storing, or distributing materials in violation of another's copyright; i) creating undue security risks or negatively impacting the performance of Filegrant's network and systems; j) causing embarrassment, loss of reputation, or other harm to Cyber Grant; k) uploading, downloading, or disseminating defamatory, discriminatory, vilifying, sexist, racist, abusive, rude, annoying, insulting, threatening, obscene, or otherwise inappropriate or offensive messages or media; l) distributing joke, chain letter, commercial solicitations, or hoax emails or other messages (spamming); m) disrupting the workplace environment, creating a hostile workplace, or invading the privacy of others; n) using Filegrant’s encryption technologies in an attempt to hide illegal, unethical, or otherwise inappropriate activities; and o) installing or distributing unlicensed or pirated software.

In addition, Cyber Grant prohibits use of the Filegrant Service for, or to support, activities related to the following:

Illegal products and services · Illegal drugs, substances designed to mimic illegal drugs, and equipment designed for making or using drugs · Fake references or ID-providing services · Any business or organization that engages in, encourages, promotes or celebrates unlawful violence or physical harm to persons or property, or engages in, encourages, promotes or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic · Any other products or services that are in violation of law in the jurisdictions where your business is located or targeted to

Products and services that infringe intellectual property rights · Sales or distribution of music, movies, software, or any other licensed materials without appropriate authorization · Counterfeit goods; illegally imported or exported products · Unauthorized sale of brand name or designer products or services · Any other products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, proprietary or privacy rights of any third party

Products and services that are unfair, predatory, or deceptive · Pyramid schemes · ‘Get rich quick’ schemes including: investment opportunities or other services that promise high rewards to mislead consumers; schemes that claim to offer high rewards for very little effort or up front work; sites that promise fast and easy money; businesses that make outrageous claims, use deceptive testimonials, use high-pressure upselling, and/or use fake testimonials; (with or without a written contract) offering unrealistic incentives/rewards as an inducement to purchase products or services but do not respond to any queries after the purchase · No value added services including sale or resale of a service without added benefit to the buyer and resale of government offerings without authorization or added value · Sales of online traffic or engagement · Negative response marketing and telemarketing · Predatory mortgage consulting, lending, credit repair and counseling services · Predatory investment opportunities with no or low money down · Remote technical support; mugshot publication or pay-to-remove sites; essay mills; chain letters; door-to-door sales · Any other businesses that Cyber Grant considers unfair, deceptive, or predatory towards consumers

Adult content and services · Pornography (including literature, imagery and other media) · Adult services including prostitution, escorts, pay-per view, sexual massages, and adult live chat features · Adult video stores · Gentleman's clubs, topless bars, and strip clubs

Certainlegal services · Law firms collecting funds for purposes other than legal service fee payment · Bankruptcy attorneys · Bail bonds

Firearms, explosives and dangerous materials · Guns, gunpowders, ammunitions, weapons, fireworks and other explosives · Peptides, research chemicals, and other toxic, flammable and radioactive materials

Gambling · Games of chance including gambling, internet gambling, sweepstakes and contests, fantasy sports leagues with for a monetary or material prize · Sports forecasting or odds making with a monetary or material prize · Lotteries · Bidding fee auctions

Marijuana · Cannabis products · Cannabis dispensaries and related businesses · Products containing any amount of CBD/THC

In addition, Cyber Grant prohibits, unless you have received our prior written approval, the use of the Filegrant Services to conduct or transact with any of the following restricted businesses:

Regulated industries · Financial products and services · Investment and brokerage services · Lending services · Buy Now Pay Later services · Crowdfunding · Debt collection agencies · Insurance services including medical benefit packages · Money transmitters, currency exchange services and other money services businesses · Neobanks / challenger banks · Other financial institutions

Government services · Government grants · Embassy, foreign consulate, or other foreign governments

Pharmaceuticals, medical devices and telemedicine · Online pharmacies · Prescription-only products including card-not-present pharmaceuticals · Prescription-only and regulated medical devices · Telemedicine and telehealth services

Tobacco · Tobacco products including e-cigarettes and e-liquid

Others · Credit card and identity theft protection services · Other age restricted goods or services

Businesses that may pose elevated financial risk · Travel · Travel reservation services and clubs · Airlines and cruises · Timeshare services

Non-fiat currency and stored value · Virtual and cryptocurrencies, non-fungible tokens (NFTs), and mining services (for crypto and NFT supportability and availability by region, please see this support doc) · Prepaid phone cards, sim cards, and phone services · Sale of stored value or credits maintained, accepted and issued by anyone other than the seller · Sale of in-game currency or game items, unless the merchant is the operator of the virtual world

Business models that may be particularly prone to abuse by ‘bad actors’ · Multi-level marketing · Businesses where sellers get their revenue both from selling items and from signing up new sellers · Network marketing and referral marketing programs · Shipping and forwarding brokers · Drop shipping · Charity sweepstakes and raffles for the explicit purpose of fundraising.