End User License Agreement

Last Updated: November 15, 2025

This End User License Agreement and Terms of Service (collectively, the "Agreement") is a binding legal contract between the client listed on an applicable Order Form or Statement of Work ("Client," "you," "your") and Boxford Partners ("Boxford," "we," "us," "our").

BY EXECUTING AN ORDER FORM OR SOW THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING, OR USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE AND HAVE THE REQUISITE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CLIENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT THE CLIENT IS LEGALLY BOUND BY ITS TERMS.

1. Definitions

• "Services" means, collectively, the SaaS Services and the Consulting Services provided by Boxford Partners to the Client as described in an applicable Order Form or SOW.
• "SaaS Services" means the proprietary Software-as-a-Service platform, applications (including client review and messaging tools), and any related software, updates, and documentation provided by Boxford.
• "Consulting Services" means the expert advisory, strategic guidance, process optimization, and other professional services provided by Boxford Partners' personnel.
• "Order Form" means a document executed by both parties that specifies the SaaS Services to be provided, including subscription terms, fees, user counts, and other commercial details.
• "Statement of Work" (SOW) means a document executed by both parties that describes the scope, deliverables, timeline, and fees for Consulting Services.
• "Authorized User" means an employee, contractor, or agent of the Client who is authorized to access and use the SaaS Services under the Client's account.
• "Client Data" means all electronic data, information, or material (including any Non-Public Personal Information) submitted by the Client or its Authorized Users to the SaaS Services.
• "AUP" means the Boxford Partners Acceptable Use Policy, available at Acceptable-Use, which is incorporated herein by reference.

2. Services and License Grant

• 2.1. SaaS Services License. Subject to your compliance with this Agreement and the applicable Order Form, Boxford grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license during the Subscription Term to access and use the SaaS Services solely for your internal business operations.
• 2.2. Consulting Services. Boxford will perform the Consulting Services as described in an applicable SOW. Each SOW will be mutually agreed upon and will define the specific deliverables, timelines, and responsibilities of each party.
• 2.3. Acceptable Use. Your use of all Services is subject to the Boxford Partners Acceptable Use Policy (AUP). You agree not to use, nor permit any Authorized User to use, the Services in violation of the AUP.

3. Client Responsibilities

• 3.1. Authorized Users. You are responsible for all acts and omissions of your Authorized Users and for any access or use of the SaaS Services occurring under your account credentials. You will ensure your Authorized Users comply with this Agreement and the AUP.
• 3.2. Client Data. You represent and warrant that you have obtained all necessary rights, permissions, and consents (including from end-users) to submit, store, and process Client Data through the Services in compliance with all applicable laws (including TCPA, GLBA, and data privacy laws). You are solely responsible for the accuracy, legality, and integrity of your Client Data.
• 3.3. Security. You are responsible for implementing and maintaining appropriate administrative, physical, and technical safeguards to protect your systems and the security of your Client Data, including the management of your account credentials.

4. Fees and Payment

• 4.1. Fees. You agree to pay all fees specified in all executed Order Forms and SOWs ("Fees"). Except as otherwise specified herein, all Fees are non-cancellable and non-refundable.
• 4.2. Invoicing and Payment. Fees will be invoiced in advance (for SaaS Services) or as set forth in the SOW (for Consulting Services). All invoices are due and payable within thirty (30) days of the invoice date, unless otherwise agreed.
• 4.3. Taxes. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, excluding only taxes based on Boxford Partners' net income.
• 4.4. Late Payments. Overdue invoices may be subject to a late fee of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. Boxford may suspend access to the Services if your account is more than thirty (30) days past due.

5. Term and Termination

• 5.1. Agreement Term. This Agreement commences on the Effective Date of the first Order Form or SOW and continues until all Order Forms and SOWs have expired or been terminated.
• 5.2. Subscription Term (SaaS). The term for SaaS Services shall be as specified in the Order Form (the "Initial Term") and will automatically renew for successive one-year periods (each a "Renewal Term") unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
• 5.3. Termination for Cause. Either party may terminate this Agreement or an applicable Order Form/SOW for cause if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency or receivership.
• 5.4. Effect of Termination. Upon termination, all your license rights shall immediately cease. You must pay all outstanding Fees due. For thirty (30) days following termination, Boxford will make Client Data available for you to export upon request. After this period, Boxford will have no obligation to maintain or provide any Client Data and may delete it.

6. Intellectual Property

• 6.1. Boxford IP. Boxford Partners retains all right, title, and interest in and to the Services (both SaaS and Consulting), including all underlying software, technology, methodologies, know-how, documentation, and all derivative works thereof ("Boxford IP"). No rights are granted to you other than as expressly set forth herein.
• 6.2. Client Data. As between you and Boxford, you own all right, title, and interest in and to your Client Data. You grant Boxford a non-exclusive, worldwide, royalty-free license to use, copy, store, and transmit Client Data solely to the extent necessary to provide the Services to you.
• 6.3. Consulting Deliverables. You will own the final, tangible "Deliverables" (e.g., custom reports, final presentations) created specifically for you as part of the Consulting Services, subject to your full payment of Fees. However, Boxford retains ownership of all underlying methodologies, templates, pre-existing materials, and know-how used to create such Deliverables.
• 6.4. Aggregated Data. You agree that Boxford may anonymize, aggregate, and de-identify Client Data ("Aggregated Data") and may use such Aggregated Data for its own business purposes, including to improve the Services, conduct industry analysis, and develop new products. Boxford will own all rights to such Aggregated Data.
• 6.5. Feedback. If you provide any suggestions or feedback regarding the Services, you grant Boxford a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback into any of its products or services.

7. Confidentiality

• 7.1. Definition. "Confidential Information" means all information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. This includes, but is not limited to, Client Data (which is your Confidential Information) and the Boxford IP, and the terms of this Agreement (which are Boxford's Confidential Information).
• 7.2. Obligations. The receiving party will: (a) protect the disclosing party's Confidential Information with the same degree of care it uses for its own; (b) not use Confidential Information for any purpose outside the scope of this Agreement; and (c) limit access to Confidential Information to those employees or contractors who need access and who are bound by confidentiality obligations.
• 7.3. Exclusions. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party without breach of any obligation; or (iv) was independently developed by the receiving party.

8. Warranties and Disclaimers

• 8.1. Mutual Warranties. Each party represents that it has the legal power to enter into this Agreement.
• 8.2. Services Warranty. Boxford warrants that the Services will be performed in a professional and workmanlike manner.
• 8.3. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." BOXFORD PARTNERS MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• 8.4. CONSULTING DISCLAIMER. ALL CONSULTING SERVICES AND DELIVERABLES ARE FOR INFORMATIONAL PURPOSES ONLY. BOXFORD PARTNERS IS NOT A LENDER, MORTGAGE BROKER, OR FINANCIAL ADVISOR. ALL DECISIONS MADE BY YOU BASED ON THE CONSULTING SERVICES ARE YOUR SOLE RESPONSIBILITY. BOXFORD DOES NOT GUARANTEE ANY SPECIFIC BUSINESS OUTCOME, PROFIT, OR RESULT.

9. Limitation of Liability

• 9.1. WAIVER OF INDIRECT DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• 9.2. LIABILITY CAP. EXCEPT FOR YOUR OBLIGATIONS UNDER SECTION 4 (FEES) OR A BREACH OF SECTION 7 (CONFIDENTIALITY) OR SECTION 10 (INDEMNIFICATION), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY YOU TO BOXFORD PARTNERS DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

• 10.1. Indemnification by Boxford. Boxford will defend you against any third-party claim alleging that the SaaS Services (as used in accordance with this Agreement) infringe a third-party's patent or copyright, and will pay all damages and costs finally awarded against you, provided you (a) give Boxford prompt written notice of the claim; (b) give Boxford sole control of the defense and settlement; and (c) provide reasonable assistance.
• 10.2. Indemnification by Client. You will defend Boxford against any third-party claim arising from: (a) your Client Data, including any claim that Client Data violates any law (including TCPA or GLBA) or infringes third-party rights; (b) your violation of the Acceptable Use Policy; or (c) your gross negligence or willful misconduct. You will pay all damages and costs finally awarded against Boxford, provided Boxford adheres to the same conditions (a-c) listed in Section 10.1.

11. General Provisions

• 11.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State, e.g., Delaware], without regard to its conflict of law principles.
• 11.2. Jurisdiction. Any legal suit, action, or proceeding arising out of this Agreement shall be instituted exclusively in the federal or state courts located in San Francisco County.
• 11.3. Entire Agreement. This Agreement, together with the AUP and all executed Order Forms and SOWs, constitutes the entire agreement between the parties and supersedes all prior proposals and understandings, written or oral.
• 11.4. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Boxford may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• 11.5. Force Majeure. Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, such as acts of God, war, riot, or "internet-scale" outages.
• 11.6. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• 11.7. Modifications. We may modify this Agreement from time to time. We will provide you with reasonable notice of material changes (e.g., via email or a platform notification). Your continued use of the Services after the effective date of the changes constitutes your acceptance of the modified Agreement.

Last Updated: November 15, 2025