Partnership Agreement

This Partnership Agreement (“Agreement”) is made between Hallow, Inc., a Illinois corporation located at 167 N Green Street, Chicago IL 60607 (“Hallow”) and Partner (defined below) and governs the Partner’s use of the Hallow Assets (as defined below). 

“Partner” means a person or entity that accepts and agrees to the terms of this Agreement as of the earlier date (“Effective Date”) where such person or entity either clicks a box indicating acceptance of this Agreement or uses an Hallow Asset. Hallow reserves the right to modify or update this Agreement in its sole discretion, the effective date of such updates and/or modifications will be the earlier of: (i) 30 days from the date of such update or modification; or (ii) Partner’s continued use of the Hallow Asset(s).

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE HALLOW ASSETS. THE HALLOW ASSETS ARE INTENDED FOR THE PARTNER AND ITS AUTHORIZED USERS ONLY AND ARE NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE WITHOUT EXPRESS WRITTEN PARENTAL CONSENT. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT AND THIS AGREEMENT APPLIES TO SUCH ENTITY WHICH IS DEEMED THE PARTNER.

If Partner and Hallow have executed a written agreement governing Partner’s access to and use of the Hallow Assets as a Hallow partner, then the terms of such signed agreement will govern and will supersede this Agreement. The parties agree as follows:

1. DEFINITIONS. As used in the Agreement:
   1. “Affiliate(s)” means any entity that now or hereafter controls, is controlled by, or is under common control with, a specified entity. Such entity shall be deemed to be an Affiliate only so long as such control exists. 
   2. “Authorized End User” means one entity and/or individual (no concurrent usage with other users is permitted), whether for themself or on behalf of their entity, that are authorized by Partner to use the Service.
   3. “Beta Features” means any Hallow Asset feature, functionality or services which Hallow may make available to End Users to try at no additional cost, and which is designated as beta, trial, non-production or another similar designation. 
   4. “Confidential Information” means any information of a confidential or proprietary nature provided by a party to the other party, which includes any information that should be reasonably understood as confidential under the circumstances, including the terms of this Agreement and each Order Form, and: (i) with respect to Hallow the Usage Data; and (ii) with respect to Partner, the Partner Data. Confidential Information does not include information that: (A) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed; (B) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (C) is independently developed by Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (D) is obtained by Receiving Party without restrictions on use or disclosure from a third party.
   5. “Documentation” means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Software and/or Service, as may be provided or made available by Hallow to Partner and End Users, whether in written or electronic form, including all modifications, updates, upgrades thereto and derivative works thereof. 
   6. “Hallow Assets” means the Software, Service, Documentation and Hallow Marks.
   7. “Hallow Marks” means the trademarks and/or trade names of Hallow provided to Partner, as may be updated by Hallow from time to time.
   8. “Hallow Terms of Service” means Hallow’s standard terms of service (located here: https://hallow.com/terms-of-service), as amended by Hallow from time to time in its sole discretion, that each Authorized End User is required to accept in order to use of the Service.
   9. “Malicious Code” means any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms that would: (i) cause the Service to cease functioning; (ii) damage or corrupt any Hallow owned or controlled data, programs, equipment, systems, servers or communications; or (iii) interfere with the operations of the Service (e.g., Trojan horses, viruses, worms, time bombs, time locks, devices, traps, access codes, or drop dead or trap door devices).
   10. “Order Form” means each order document executed in writing between the parties for the purchase of a subscription to the Service.
   11. “Partner Data” means all data provided by, or on behalf of, Partner to Hallow whether in connection with or by means of the Software and/or Service, including any Personal Data as that term is defined under applicable laws. Notwithstanding anything to the contrary in this Agreement, Partner Data does not include Usage Data.
   12. “Prohibited Content” means content that: (i) is illegal under any applicable law; (ii) violates any third-party rights including, but not limited to, privacy, intellectual property rights and trade secrets; (iii) contains false, misleading, or deceptive statements, depictions, or practices; (iv) contains Malicious Code; or (v) is otherwise objectionable to Hallow in its sole, but reasonable, discretion.
   13. “Service” means Hallow’s proprietary solution offered as a software-as-a-service [for ___] which includes the Software and Documentation.
   14. “Software” means software that Hallow develops and maintains in order to provide the Service, including the Beta Features, and all modifications, enhancements, updates, upgrades, patches, workarounds, and fixes thereto, and any derivative works thereof. 
   15. “Subscription Period” is the length of the subscription specified in the Order Form.
   16. “Support” means the support terms for the Service set forth in Section 3(b) below.
   17. “Taxes” means any and all customs, duties, sales, use, value added, withholding, or other taxes, federal, state or otherwise, however designated, which are levied or imposed because of the transactions contemplated by this Agreement.
   18. “Unit(s)” means a number of [Authorized End Users] specified in an Order Form.
   19. “Usage Data” means data collected by Hallow pertaining to Partner’s and any Authorized End User’s interaction with the Service which includes, but is not limited to, performance of the Service, metrics and other measures of use of the Service and its operation. Usage Data are not Partner Data and do not consist of Personal Data as defined under applicable laws.
       
2. PARTNERSHIP OPPORTUNITIES. Hallow and Partner desire to pursue several interrelated business opportunities pursuant to this Agreement and each “Statement of Work” (or “SOW”) mutually executed by the parties in writing. The Agreement, and each SOW, including any exhibits thereto, are referred to collectively as the Agreement. In the event of any conflict between the terms of the Agreement and any Addendum, the SOW will prevail.
   
3. PARTNER SUBSCRIPTION; SERVICE AND SUPPORT
   1. Partner’s Subscription. Subject to the terms of this Agreement and the applicable Order Form, Hallow grants Partner (as an Authorized End User) a limited, non-exclusive, non-sublicensable, non-transferable (except as otherwise provided herein) license during the Subscription Period, solely for Partner’s internal business operations up to the number of Units specified on the Order Form, to use the Service solely in accordance with the Documentation, this Agreement and the applicable Order Form.
   2. Partner’s Affiliates & Other Authorized End Users. Partner may permit its Affiliates’ and other Authorized End Users (as specified in the Order Form) to use the Service but subject to the terms of this Agreement provided any use of the Service will be for the sole benefit of the permitted Authorized End Users.
   3. Provisioning. As part of registering for an account on the Services, Partner will provide the names and emails for the Authorized End User accounts to be created. The manner of providing such names and email addresses may be further described on the applicable Order Form along with any other obligations Partner agrees to fulfill in order to properly register for and use the Services.
   4. Restrictions. Partner will not (and will not authorize or permit any third party to): (i) allow anyone other than Authorized End Users to access and use the Service and Documentation; (ii) share any Hallow issued access credentials with any third party; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Service; (iv) modify, adapt, or translate the Service or remove or modify any proprietary markings or restrictive legends placed on or within the Hallow Assets; (v) make copies, store, or archive, any portion of the Hallow Assets without the prior written permission of Hallow; (vi) use the Hallow Assets in violation of any applicable law; (vii) introduce, any Malicious Code into the Service; or (viii) exploit the Service in any unauthorized manner including by circumventing any process Hallow has put in place to safeguard the Service or by using flood pings, denial-of-service attacks, or by deploying spiders, web-bots, screen-scrapers, or web crawlers, that may damage or adversely affect server or network capacity or Service infrastructure (together, (i) through (viii) the “Restrictions“). The foregoing Restrictions will be inapplicable to the extent prohibited by applicable law.
   5. Beta Features. Beta Features made available by Hallow are provided to Authorized End Users for testing purposes only. Hallow makes no commitments to provide Beta Features in any future versions of the Services. Authorized End Users are not obligated to use Beta Features. Hallow may immediately and without notice remove Beta Features for any reason without liability to an Authorized End User. Notwithstanding anything to the contrary in this Agreement, Hallow does not provide Support for Beta Features. For clarity, all Beta Features are provided “AS IS” without warranty of any kind.
   6. Third-Party Applications. The Service may integrate with third party products, services, tools or applications that are not owned or controlled by Hallow (“Third-Party Application(s)“). Hallow does not license or endorse any Third-Party Applications. This Agreement does not apply to such Third-Party Applications including Authorized End Users’ use thereof. HALLOW HAS NO LIABILITY OR OBLIGATION OF ANY KIND RELATED TO ANY THIRD-PARTY APPLICATIONS USED BY ANY AUTHORIZED END USER.
   7. Service Level & Standard. Hallow will use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner which minimizes errors and interruptions. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Hallow or by third-party providers, or because of other causes beyond Hallow’s reasonable control, but Hallow will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
   8. Support. Unless stated otherwise in the applicable Order Form, if Partner experiences any errors, bugs, or other issues in its use of the Service, Hallow will use commercially reasonable efforts to respond as soon as possible (“Support”) in order to resolve the issue or provide a suitable workaround. The fee for Standard Support is included in the cost of the subscription set forth on the Order Form.
   9. Service Changes. Partner acknowledges that the Service is an on-line, subscription-based service, and that in order to provide improved experience, Hallow may make changes to the Service provided Hallow will not materially decrease the overall functionality of the Service.
      
4. PARTNER OBLIGATIONS & PUBLICITY. 
   1. Internet Connections. Partner will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Hallow Assets, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like.
   2. Export. The Hallow Assets are subject to export control laws and regulations. Partner may not access or use the Hallow Assets or any underlying information or technology except in full compliance with all applicable United States export control laws. Neither the Hallow Assets nor any underlying information or technology may be accessed or used: (i) by any individual or entity in any country to which the United States has embargoed goods; or (ii) by anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Commerce Department’s list of prohibited countries or debarred or denied persons or entities.
   3. Distribution to Authorized End Users. Subject to the terms of this Agreement, Hallow authorizes Partner during the Term to distribute the Service to Authorized End Users subject to this Agreement and each applicable Order Form. Partner is authorized to demonstrate the Service as reasonably necessary to promote Partner and the Service to Authorized End Users and potential end users.
   4. License to Hallow Marks. Subject to the terms of this Agreement, Hallow grants Partner a non-transferable, non-exclusive license to use the Hallow Marks to promote and identify the Service to Authorized End Users and potential end users in accordance with Hallow’s then current branding guidelines (provided to Partner from time to time in writing by Hallow).
   5. Hallow Terms of Service & Warranties. Hallow licenses the Service directly to Authorized End Users via the Hallow Terms of Service. Hallow makes all warranties regarding the Service directly to Authorized End Users via the Hallow Terms of Service. Partner is not authorized to make any different or additional warranties or other commitments to Authorized End Users on Hallow’s behalf. Partner will include either a copy of or link to the Hallow Terms of Service in its quotation and order form Partner issues to its Authorized End Users. Partner will inform Hallow promptly upon any request from an Authorized End User to modify the terms of the Hallow Terms of Service. In addition, Partner will not install, implement, or provide its own support services for the Service and any Authorized End User request for Support must be directed to Hallow.
   6. Publicity. Partner grants Hallow the right to use Partner’s name and logo for marketing and promotional purposes on Hallow’s website and other marketing and promotional materials.
      
5. DATA LICENSE & PROTECTIONS
   1. Data License. In connection with its use of the Service, Partner may transfer Partner Data to Hallow. Hallow uses Partner Data to provide the Service and to create and develop Usage Data. Partner grants Hallow a limited license during each Subscription Period to use Partner Data as provided for in this Section 5(a) and in accordance with this Agreement.
   2. Usage Data. While Partner uses the Service, Hallow will generate Usage Data. Hallow will use Usage Data to improve and develop the Service.
   3. Security & Privacy. Hallow maintains industry-standard physical, technical, and administrative safeguards in order to protect Partner Data in accordance with the Hallow’s Security Protocols.
      
6. FEES
   1. Fees. Partner will pay all fees set forth in the applicable Order Form. Unless otherwise provided for in an Order Form: (i) all amounts are due and payable to Hallow within thirty (30) days from the date of the Order Form; and (ii) all payments are non-cancellable and non-refundable.
   2. Taxes. Partner will pay all applicable Taxes excluding only those based on Hallow’s net income. If Partner is compelled to make a deduction or set-off for any such Taxes, Partner will pay Hallow such additional amounts as necessary to ensure receipt by Hallow of the full amount Hallow would have received but for the deduction. Any applicable direct pay permits or valid Tax-exempt certificates must be provided to Hallow prior to the execution of this Agreement. If Hallow is required to collect and remit Taxes on Partner’s behalf, Hallow will invoice Partner for such Taxes, and Partner will pay Hallow for such Taxes in accordance with Section 6(a). 
   3. Late Payments. In the event that Hallow does not receive any invoiced amount by the due date as set forth in Section 6(a), without limiting its rights and remedies, Hallow may: (i) charge interest on the outstanding balance (at a rate not to exceed the lesser of one and one half percent (1.5%) per month or the maximum rate permitted by law); (ii) condition future Service renewals and additional Order Forms on payment terms shorter than those specified in Section 6(a); and/or (iii) suspend access to and terminate for failure to pay (if applicable) the Service pursuant to Section 7(b).
   4. Credit Card Payments. If indicated in an Order Form, or if otherwise required by Hallow upon notice to Partner at any time, Partner must provide Hallow with Partner’s valid credit card for payment of all paid subscriptions. Partner uses a third-party payment processor (“Payment Processor“) for the purposes of processing all credit card transactions related to the Service. Any and all such data collected and processed by the Payment Processor will be done so in accordance with Payment Processor’s terms of use and privacy policy.
      
7. TERM & TERMINATION
   1. Term. The “Term” of the Agreement commences on the Effective Date and will continue in effect thereafter so long as there is an active Subscription Period under and Order Form, or until terminated earlier in accordance with Section 7(b). For clarity, each Subscription Period will be set forth in the applicable Order Form. 
   2. Suspension Rights & Termination. Hallow may suspend Partner’s access to, or use of, the Service if: (i) any amount due to Hallow under any invoice is past due and such amount is not paid within 10 days of written notice from Hallow; and (ii) any use of the Service by Partner or its Authorized End Users that in Hallow’s reasonable judgment threatens the security, integrity or availability of the Service. Hallow will: (x) provide Partner with written notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) where practicable limit the suspension based on the circumstances leading to the suspension; and (z) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.
   3. Termination.  Either party may terminate this Agreement and/or any Order Form: (i) upon thirty (30) days’ notice to the other party if the other party materially breaches this Agreement and such breach remains uncured at the expiration of such thirty (30) day period; or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors. 
   4. Effect of Termination. If Partner terminates this Agreement in accordance with Section 7(c)(i), Hallow will reimburse Partner on a pro-rata basis for any pre-paid fees allocable to the remaining Subscription Period as of the date of such termination. Upon termination or expiration of this Agreement for any reason, Hallow will, upon written request and within 30 days of such request, delete all Partner Data processed on behalf of Partner during the Subscription Period.
   5. Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 8 (Confidentiality), 9 (Ownership), 11 (Indemnification), 12 (Limitation on Liability), and 15 (Miscellaneous, as applicable).
      
8. CONFIDENTIALITY
   1. Each party that receives (“Receiving Party“) Confidential Information of the other party (“Disclosing Party“) will protect and preserve such Confidential Information as confidential, using no less care than that with which it protects and preserves its own confidential and proprietary information (but in no event less than a reasonable degree of care), and will not use or disclose the Confidential Information for any purpose except to perform its obligations and exercise its rights under this Agreement and applicable Order Forms. 
   2. Receiving Party may disclose, distribute, or disseminate Disclosing Party’s Confidential Information to any of its officers, directors, members, managers, partners, employees, including to the same with respect to its Affiliates, contractors, or agents (its “Representatives”), provided Receiving Party reasonably believes that its Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party will at all times remain responsible for any violations of this Agreement by any of its Representatives.
   3. A Receiving Party will not violate its confidentiality obligations if it discloses Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.
   4. Each party acknowledges that any violation or threatened violation of this Section 8 may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
      
9. OWNERSHIP
   1. Client Property. As between the parties, Hallow owns and retains all right, title, and interest in and to the Hallow Assets, Usage Data and Feedback. Except for the limited license granted to Partner in Section 3(a), Hallow does not by means of this Agreement or otherwise transfer any other rights to Partner. 
   2. Customer Property. As between the parties, Partner owns and retains all right, title, and interest in and to the Partner Data. Except for the licenses granted to Hallow in Section 5(a), Partner does not by means of this Agreement or otherwise transfer any other rights to Hallow.
   3. Feedback. Partner may provide comments, suggestions and recommendations to Hallow with respect to the Hallow Assets (including, without limitation, comments, suggestions and recommendations with respect to modifications, enhancements, improvements and other changes to each of the foregoing) (collectively, “Feedback“). Hallow may freely use and exploit any such Feedback without any obligation to Partner, unless otherwise agreed upon by the parties in writing. Partner assigns to Hallow any proprietary right that Partner may have in or to the Feedback.
      
10. REPRESENTATIONS & WARRANTIES; DISCLAIMER
    1. Mutual Representations and Warranties. Each party represents and warrants it has validly entered into this Agreement and has the legal power to do so. 
    2. Partner Representations and Warranties. Partner represents and warrants it: (i) is entitled to transfer, or enable the transfer of, all Partner Data to Hallow; (ii) has all rights and consents (including, without limitation, parental consents for collection of personally identifiable information from children to the extent applicable for Partner’s Authorized End Users) necessary to grant Hallow the licenses, and for Hallow to provide the Service, as set forth in this Agreement; and (iii) will not transmit any Prohibited Content to Hallow by means of the Service or as required for Hallow’s provision of Support hereunder.
    3. Disclaimer. WITH THE EXCEPTION OF THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 10, THE HALLOW ASSETS AND BETA FEATURES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. HALLOW AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, AND NON-INFRINGEMENT. HALLOW DOES NOT WARRANT THAT THE HALLOW ASSETS OR BETA FEATURES: (I) ARE ERROR-FREE; (II) WILL PERFORM UNINTERRUPTED; OR (III) WILL MEET PARTNER’S REQUIREMENTS. 
       
11. INDEMNIFICATION
    1. By Hallow.
       1. Hallow will defend Partner, and its Affiliates, including each of the foregoing’s officers, directors, employees and agents (collectively, “Partner Indemnified Parties“), from any third-party claim, demand, dispute, suit or proceeding, and Hallow will indemnify Partner Indemnified Parties from and against any related losses, liabilities, damages, costs or expenses (including, without limitation, attorneys’ fees), finally awarded against the Partner Indemnified Parties to such third party, by a court of competent jurisdiction or agreed to in settlement, alleging that the Hallow Assets, including Partner’s permitted use thereof, infringes or misappropriates any patent, trademark or copyright of such third party. 
       2. If Hallow becomes, or in Hallow’s opinion is likely to become, the subject of an infringement or misappropriation claim, Hallow may, at its option and expense: (a) procure for Partner the right to continue using the Hallow Assets; (b) replace the Hallow Assets (including any component part) with a non-infringing substitute subject to Partner’s prior written approval; or (c) modify the Hallow Assets so that it becomes non-infringing. If none of the foregoing alternatives are available, Hallow shall notify Customer, and Partner may elect to terminate the license immediately pursuant to Section 7(c). 
       3. Hallow will not be obligated to defend or be liable for costs or damages solely to the extent the infringement or misappropriation is attributable to: (a) any unauthorized use, reproduction, or distribution of the Hallow Assets or Hallow’s intellectual property rights by the Partner Indemnified Parties which is the subject of the claim; or (b) any unauthorized combination of, or modification to, the Hallow Assets or Hallow’s intellectual property rights, other than as expressly approved by Hallow that causes the underlying claim where such claim would have not occurred but for such unauthorized act. 
       4. THIS SECTION 11(A) STATES HALLOW’S ENTIRE RESPONSIBILITY AND PARTNER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO THIRD-PARTY CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT.
    2. By Partner. Partner will defend Hallow, and its Affiliates, including each of the foregoing’s officers, directors, employees and agents (collectively, “Hallow Indemnified Parties”), from any third-party claim, demand, dispute, suit or proceeding, and Partner will indemnify the Hallow Indemnified Parties from and against any related losses, liabilities, damages, costs or expenses (including, without limitation, attorneys’ fees), finally awarded against the Hallow Indemnified Parties related to: (i) Partner or an Authorized User violating a Restriction; (ii) Partner’s breach of Section 10(b) (Partner Representations & Warranties); and (iii) any allegation by a governmental body that use of Partner Data, as permitted by Hallow under this Agreement or at Partner’s request or direction, has violated any applicable law. 
    3. Indemnification Process. The indemnified parties will: (i) give the indemnifying party prompt written notice of any claim, action or demand for which indemnity is claimed; (ii) give the indemnifying party sole control over the defense and settlement of the claim, provided that the indemnifying party will not settle any claim that involves the payment of money or acknowledgement of wrongdoing on the part of the indemnified parties without indemnified parties’ prior written approval such approval not to be unreasonably withheld, conditioned or delayed; and (iii) provide the indemnifying party with reasonable cooperation, at the indemnified parties’ expense, in connection with the defense and settlement of the claim.
       
12. LIMITATION ON LIABILITY
    1. NEITHER PARTY, NOR ITS AFFILIATES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR REPRESENTATIVES OF ANY OF THEM, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, THAT MAY ARISE OUT OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, SERVICES LIABILITY OR OTHERWISE.
    2. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS (BUT AS FURTHER LIMITED BELOW) AND UNCAPPED CLAIMS, EACH AS DEFINED BELOW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT OF FEES PAID BY PARTNER FOR USE OF THE HALLOW ASSETS DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. 
    3. “Excluded Claims” means any claim and/or liability associated with any breach by Hallow of Sections 5(c) (Security & Privacy), including for clarity with respect to any claim of liability associated with the Security Protocols. Hallow’s total, cumulative liability for all Excluded Claims will not exceed the greater of [(i) $500,000 or (ii) three (3) times the total amount of fees paid by Customer for use of the Client Assets under this Agreement]. 
    4. “Uncapped Claims” means any claim or liability associated with: (i) either party’s breach of Section 8 (Confidentiality) but not relating to any liability associated with Hallow’s privacy and/or security obligations with respect to Partner Data which remains subject to the Excluded Claims cap; (ii) either party’s respective indemnification obligations under Section 11; or (iii) any liability of a party which cannot be limited under applicable law, including gross negligence, recklessness, intentional misconduct, or violation of the other party’s intellectual property rights.
       
13. FORCE MAJEURE. Except for Partner’s payment obligations hereunder, neither party will be liable to the other by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action (each, a “Force Majeure Event“). For clarification, events caused by a party’s own action are not Force Majeure Events. If a Force Majeure Event prevents Hallow from providing the Service for at least thirty (30) consecutive days, either of the parties may immediately terminate this Agreement and any Order Forms, by providing written notice to the other.
    
14. MISCELLANEOUS. This Agreement is the entire agreement between the parties and supersedes all prior agreements and understandings concerning the subject matter hereof. The parties are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between the parties. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. This Agreement is governed by the laws of California without reference to conflicts of law rules. For any dispute relating to this Agreement, the parties consent to personal jurisdiction and the exclusive venue of the courts in San Francisco County, California. Any notice provided by one party to the other under this Agreement will be in writing and sent by overnight courier or certified mail (receipt requested) to the address above. If any provision of this Agreement is found unenforceable, this Agreement will be construed as if it had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Facsimile or other electronic copies of such signed copies will be deemed to be binding originals. To the extent there is an inconsistency between the terms of the Agreement, a SOW, and an Order Form, such documents and their terms will be controlled in the following order of precedence: (i) Order Form; (ii) SOW; and (iii) Agreement.