Subscriber agreement

1. Parties

This agreement is between Applied America, operator of Securitief ([legal entity name, form and state of organisation to be confirmed by counsel], [address to be confirmed by counsel]) ("we"), and the firm named on the order form ("Subscriber" or "you").

2. What we provide

We provide access to the Securitief desk software for the number of seats on the order form: the investor list and scoring, calling and email tools, pipeline, pricing and structuring workbenches, compliance checklists, the deal portal and related features described on the plans page. We provide software only. We do not provide brokerage, placement, underwriting, municipal advisory, investment advisory, legal, tax or accounting services.

3. Our role in financings

• We are not a party to any financing, offering or transaction that you or your clients arrange using the software.
• We are not a placement agent, underwriter, broker-dealer or municipal advisor, and we do not act as one for you, any issuer, any borrower or any investor.
• We do not solicit investors, recommend securities, set prices or allocate bonds. Any such activity in the software is yours.
• We do not seek or receive any compensation, fee, spread, commission or other benefit from any financing, from any issuer, borrower or investor in connection with a financing, or from you that depends on a financing.

4. Your responsibilities

• Registrations. You hold and keep every registration your activities require, including broker-dealer registration with the SEC and FINRA membership and MSRB registration where applicable. Using the software to contact investors, share offering documents or allocate bonds requires a registered broker-dealer of record named in the software.
• Supervision. You supervise your people and their use of the software under your written supervisory procedures and the rules that apply to you, including FINRA and MSRB rules.
• Books and records. You are responsible for making and keeping the records the rules require of you. The software's logs, journals and exports help, but do not replace your own recordkeeping obligations.
• Investor eligibility. You determine and document whether each investor is eligible for each offering. The software records the evidence you enter; it does not make that decision for you.
• Your users. You give access only to your own personnel, keep sign-in details private and tell us promptly about any unauthorised use.
• Lawful use. You do not use the software in breach of law, of any data licence, or of the do-not-contact and consent rules that apply to your outreach.

5. Fees

You pay the subscription fee on the order form: a flat fee per seat for each billing period, payable in advance through our payment processor. Fees are not contingent on, and do not vary with, any financing, its size, its success, its closing, or any allocation or sale of securities. Fees are exclusive of taxes. [Late payment, price change notice period and refund terms to be confirmed by counsel.]

6. Data

How we handle personal data is described in our privacy notice. You own the data you enter. We process it only to provide the software and as that notice describes. Security controls are summarised on the security page. [Data processing terms, sub-processors and data return on termination to be confirmed by counsel.]

7. Outside data and services

Some features use public data (for example SEC filings) or outside services you choose to connect. Licensed market data is available only through your own licence with its provider. We do not warrant the accuracy or completeness of outside data.

8. Term and termination

The subscription runs for the billing period on the order form and renews unless either party cancels before renewal. Either party may end the agreement for material breach not cured within [number] days of notice. [Other termination rights to be confirmed by counsel.]

9. Warranties and liability

[Disclaimers, limitation of liability and indemnities to be drafted by counsel.]

10. General

Governing law: [state to be confirmed by counsel]. Venue: [to be confirmed by counsel]. Notices: [notice address to be confirmed by counsel]. This agreement and the order form are the whole agreement between the parties on this subject.