End User License Agreement

This End User License Agreement and any Schedules incorporated herein (collectively, this “Agreement”) governs the access to, and use of the Products by the End User and sets forth the terms and conditions between SwiftConnect Inc., a Delaware corporation, with an address at 24 Camp Avenue, #4890, Stamford, CT 06907 (“SwiftConnect”) and the End User (each a “Party”, and together the “Parties”).  

PLEASE READ THIS AGREEMENT CAREFULLY. BY ORDERING PRODUCTS FROM RESELLER OR OTHERWISE ACCESSING OR USING THE PRODUCTS, END USER AGREES TO BE BOUND BY THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF END USER REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS THE AUTHORITY TO BIND THE END USER TO THIS AGREEMENT. END USER’S ACCEPTANCE OF THIS AGREEMENT IS BINDING UPON END USER AND ALL OF ITS ELIGIBLE USERS AND CREDENTIALED USERS WHO ACCESS OR USE THE PRODUCTS UNDER END USER’S ACCOUNT; EACH SUCH INDIVIDUAL NEED NOT SEPARATELY ACCEPT THIS AGREEMENT. IF END USER DOES NOT WISH TO BE BOUND BY THIS AGREEMENT, THEN END USER SHOULD NOT ORDER PRODUCTS FROM RESELLER OR OTHERWISE ACCESS OR USE THE PRODUCTS. END USER’S CONTINUED USE OF THE PRODUCTS CONSTITUTES ONGOING ACCEPTANCE OF THIS AGREEMENT, INCLUDING ANY MODIFICATIONS MADE IN ACCORDANCE WITH SECTION 21.9.

Capitalized terms used in this Agreement or the Schedules hereto and not otherwise defined have the following meanings:

• “Access Control System” means a system or device designed to control access to a location, operated or otherwise made available by a person or entity other than SwiftConnect. The term “Access Control System” includes Supporting Systems.
• “Access Privilege” means a permission to access one or more specified Restricted Areas.
• “AccessCloud API” has the meaning set out in Section 4 (AccessCloud API) of Appendix 1 to the Schedule for the AccessCloud Platform.
• “AccessCloud Platform” means, collectively, (i) the Portal, (ii) the database and other functionality controlled by SwiftConnect that supports the Portal, (iii) the Platform APIs, (iv) the SwiftConnect Mobile App and SwiftConnect Mobile App’s software development kits (SDKs), (v) the agents for systems integration, and (vi) Updates and Upgrades to the foregoing, together with the other hardware, software, and information technology and communications infrastructure that SwiftConnect uses to provide the Products. 
• “Affiliate” means, with respect to a party, a legal entity that is controlled by, controls, or is under common control. The term “control,” and its derivative “controlled,” means ownership or voting rights over at least 50% of the outstanding voting or equity securities of the entity in question or the power to direct or cause the direction of management or policies of such entity, whether through voting securities, by contract or otherwise or with respect to such party’s ownership of fifty percent (50%) common ownership or any equivalent form of interest or control.
• “API” means a software application programming interface between computer systems, software modules, and program libraries (or some combination thereof) that supports requests for applicable services between them. The term “API” includes associated sets of routines, data structures, object classes, and protocols.
• “Credential” means any digital or virtual card, account access device, or physical or digital token that is associated with a user for the purpose of linking the user with Access Privilege and Transactions in an Access Control System.
• “Credentialed User” means an Eligible User who is registered, in the SwiftConnect Platform, with a Credential.
• “Effective Date” is the effective date on the initial Ordering Document.
• “End User” means the legal entity that purchases or otherwise obtains the right to access or use the Products from SwiftConnect, whether directly or through an authorized Reseller of SwiftConnect. The term “End User” includes Eligible Users and Credentialed Users (as context permits). 
• “Eligible User” means an individual for whom the End User has requested a Credential or Access Privileges from the AccessCloud Platform.
• “End User Data” means the data and content that the End User, an Eligible User, or a Credentialed User (i) uploads to, or makes available to the SwiftConnect Platform, or (ii) otherwise provides to SwiftConnect. The term “End User Data” includes Onboarding Information, User Management Instructions, and Personal Information of persons including but not limited to Eligible Users and Credentialed Users.
• “End User Internal Systems” means the hardware, software, and telecommunications infrastructure that End User employs to access the Portal.
• “End User-Side Control System” means a Platform-Integrated System (and associated Supporting Systems) included in End User’s subscription under this Agreement, as the term “End User-Side Control System” is further defined in Section 1.2.a) (Specified Platform-Integrated Systems) of the Schedule for the AccessCloud Platform.
• “Implementation Plan” means the implementation plan agreed upon between SwiftConnect, the Reseller and the End User.  
• “Implementation Services” means the implementation, development, or configuration services (if any) identified in this Agreement.
• “Intellectual Property Rights” means the rights under patent law, copyright law, trademark law, data and database protection law, trade secret law, and law applicable to confidential information, and any and all similar proprietary rights. “Intellectual Property Rights” means those rights as they exist as of the Effective Date, and all such rights subsequently acquired during the Term.
• “Marks” means trademarks, service marks, trade names, service names, trade dress rights, and other designations of origin, whether registered or unregistered.
• “Mobile Wallet” means the platform on a mobile device that stores the Credentials of a Credentialed User. An example of a Mobile Wallet is an Apple Wallet. 
• “Office Building” means the office buildings or spaces within an office building owned or managed by the End User as landlord or leased to the End User as tenant and identified in the Ordering Document.
• “Onboarding Information” means, collectively, (i) the information the End User provides concerning Eligible Users (including, where applicable, Personal Information), its Office Buildings, and its current or proposed systems, including but not limited to Access Control Systems, readers, and Credentials, and (ii) the information an Eligible User individually provides (including, where applicable, Personal Information), all with respect to the credentialing process
• “Ordering Document” means the ordering document under the master agreement between the Reseller and the End User pursuant to which Products are described.  
• “Personal Information” means information (i) that relates to an identified or identifiable natural person, (ii) that may be linked or linkable to such natural person or their household; or (iii) that is defined as personal information or personal data (or the equivalent) under applicable law.
• “Platform API” means an API between the AccessCloud Platform and a Platform-Integrated System.
• “Platform-Integrated System” means an Access Control System with which SwiftConnect has integrated the SwiftConnect Platform.
• “Products” means the specific products and services that SwiftConnect makes available to End User pursuant to this Agreement and an Ordering Document.
• “Portal” means the restricted access website that (i) provides End User with access to Transaction Log Reports and other information, and (ii) permits End User to set criteria for Eligible Users, manage Access Privileges, and take other actions with respect to End User-Side Control Systems, all in accordance with the System Documentation.
• “Project Lead” means the individuals from each Party designated as “Project Leads” on the Ordering Document.
• “Reseller” means the entity from which End User purchased access to the Products.
• “Restricted Area” means a physical or technical barrier, managed by an Access Control System, that separates restricted space from unrestricted space (e.g., parking gates, turnstiles, doors, elevators, multi-function printers, lockers, or other types of entitlements), at, within, or adjacent to a building.
• “Services” means, collectively, (i) the Implementation Services and (ii) the Support Services.
• “Support Services” means the SwiftConnect services set out in the Schedule for Support Services.
• “Supporting System” has the meaning set out in Section 1.2.b) (Supporting Systems) of the Schedule for the AccessCloud Platform.
• “SwiftConnect Mobile App” means SwiftConnect’s mobile application.
• “SwiftConnect Platform” means the AccessCloud Platform and other cloud services and offerings (if any) that SwiftConnect chooses to make available to end users and subscribers, as specified in this Agreement.
• “System Documentation” means user and system administrator manuals, tools, software, and other instructions for using a software application (including web-based and mobile applications) or other system concerning the SwiftConnect Platform and/or the Platform APIs, to the extent generally made available by SwiftConnect.
• “Term” has the meaning set out in Section 17 (Term and Termination).
• “Transaction Log Report” has the meaning set out in Section 2 (Transaction Logs) of Appendix 1 to the Schedule for the AccessCloud Platform.
• “Transaction Log” has the meaning set out in Section 2 (Transaction Logs) of Appendix 1 to the Schedule for the AccessCloud Platform.
• “Transaction” means an interaction between a Credential and an applicable End User-Side Control System, as further defined in Section 2 (Transaction Logs) of Appendix 1 to the Schedule for the AccessCloud Platform.
• “Update” means additions, security patches, and other updates that SwiftConnect develops for a Product and provides to customers without additional fees.
• “Upgrade” means an enhancement to a Product that introduces new features or functions, and for which SwiftConnect charges additional fees.
• “User Management Instructions” has the meaning set out in Section 3 (Portal) of Appendix 1 to Schedule for the AccessCloud Platform.

The End User has subscribed to the Products set out in this Agreement.

• 3. Platform Services and SLAs.
  • 3.1. Implementation Services. SwiftConnect will provide the Implementation Services (if any) set out in this Agreement in accordance with the Implementation Plan.
  • 3.2. Support Services. SwiftConnect will provide support for applicable Products in accordance with the Schedule for Support Services.
  • 3.3. Service Levels. Applicable Products will comply with the availability service levels set out in the Service Level Agreement Schedule.
• 4. Subscription Rights.
  • 4.1. SwiftConnect’s Grant of Rights to End User. SwiftConnect hereby grants to the End User, under SwiftConnect’s Intellectual Property Rights and during the Term, a non-exclusive, non-sublicensable, non-transferable license to access and use the SwiftConnect Platform and System Documentation in accordance with the Agreement, any associated System Documentation, and for their intended purposes. The End User acknowledges that its rights to the Portal consist of cloud-based access (i) to the instance of the current version of the SwiftConnect Platform that reside in object code form on servers controlled by SwiftConnect and that SwiftConnect generally makes available to all end users; and (ii) via a mechanism approved by SwiftConnect, which may include a SwiftConnect-provided API, software development kit (SDK), or command line interface.
  • 4.2. Services Work Product; Configurations. In the course of providing Implementation Services, Support Services or other work under this Agreement, SwiftConnect may create work product or other developments relating to the SwiftConnect Platform (collectively, “Work Product”). Work Product will be deemed to be Updates to the SwiftConnect Platform, and licensed to the End User in accordance with Section 4.1 (SwiftConnect’s Grant of Rights to End User). The End User agrees that SwiftConnect shall, as between the Parties, own and be assigned all right, title and interest in and to Work Product (including Intellectual Property Rights) and agrees to reasonably cooperate, at SwiftConnect’s expense, to further document such ownership.
  • 4.3. Transaction Log Reports. SwiftConnect hereby grants to the End User, under SwiftConnect’s Intellectual Property Rights, the license and associated rights in Transaction Log Reports set out in the Schedule for the AccessCloud Platform.
  • 4.4. AccessCloud API. If the End User will be using the AccessCloud API, SwiftConnect hereby grants to the End User, under SwiftConnect’s Intellectual Property Rights and during the Term, a non-exclusive, non-transferable license to copy, integrate with, and otherwise use such AccessCloud API for purposes of achieving and leveraging interoperability between the AccessCloud Platform and the End User’s other internal systems.
  • 4.5. Ownership of SwiftConnect Platform and System Documentation. Except for the limited rights granted in this Section 4 (Subscription Rights), as between the Parties, SwiftConnect owns, and the End User has no rights to, the SwiftConnect Platform, System Documentation, Work Product, Transaction Log Reports and their contents, and the AccessCloud API (and Intellectual Property Rights therein).
• 5. End User Data.
  • 5.1. Responsibility for End User Data. As between the Parties, the End User shall be responsible for the accuracy, integrity, and completeness of End User Data, and for the timely provision of End User Data to the SwiftConnect Platform. SwiftConnect has no obligation to back up End User Data. SWIFTCONNECT HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF END USER DATA. In the event of any loss, destruction, damage, or corruption of End User Data under SwiftConnect’s possession or control, SwiftConnect shall, as its sole obligation and liability and as End User’s sole remedy, use commercially reasonable efforts to restore the End User Data from SwiftConnect’s then-current backup of such End User Data (if any) in accordance with SwiftConnect’s then-current backup policy. If any End User Data is corrupt or contains errors, and such End User Data damages or corrupts SwiftConnect’s system or network, then End User shall be liable for, and shall promptly reimburse SwiftConnect for, all costs and expenses incurred by SwiftConnect to remediate such damage or corruption. 
  • 5.2. Limited Permission Granted to SwiftConnect; Ownership. The End User hereby grants to SwiftConnect, during the Term, a non-exclusive, non-transferable, limited permission and license to modify, reproduce, access, distribute, and use End User Data, solely for purposes of SwiftConnect’s performance of its obligations under this Agreement. The End User shall be solely responsible for obtaining necessary consents to grant the license to SwiftConnect in this Section 5.2 (Limited Permission Granted to SwiftConnect; Ownership). As between the Parties, the End User shall be the sole and exclusive owner of End User Data.
• 6. Branding. If the End User has requested that SwiftConnect brand elements of the SwiftConnect Platform with one or more of the End User’s Marks and SwiftConnect has agreed to such branding, then the End User hereby grants SwiftConnect, under the End User’s Intellectual Property Rights and during the Term, a non-exclusive, limited license to use and display the End User’s Marks identified. All goodwill associated with SwiftConnect’s use of such Marks shall inure solely to the benefit of the End User. Upon the End User’s request and at the End User’s sole discretion, SwiftConnect shall timely remove such branding of the SwiftConnect Platform under the End User’s Marks.
• 7. Privacy; Security. SwiftConnect shall process Personal Information included in End User Data, and safeguard the security of such Personal Information, in accordance with the Data Protection Agreement Schedule.
• 8. Restrictions. Unless otherwise set out in this Agreement, the End User shall not, and shall not permit others to, modify, reuse, disassemble, decompile, or reverse engineer any SwiftConnect Platform or System Documentation.
• 9. Fees. End User acknowledges that Reseller, not End User, has paid or will pay SwiftConnect for End User’s access to and use of the SwiftConnect Platform. Reseller’s failure to pay SwiftConnect shall be a material breach of this Agreement for which SwiftConnect shall be entitled to terminate or suspend End User’s access and use of the SwiftConnect Platform after SwiftConnect provides notice of such nonpayment to End User and Reseller. Notwithstanding the generality of the foregoing, SwiftConnect may, at the discretion of SwiftConnect, provide End User with the right to cure such nonpayment by Reseller in order for End User to continue to access the SwiftConnect Platform.
• 10. Confidentiality. Confidential or sensitive information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) under this Agreement shall be governed as follows:
  • 10.1. Confidential Information. The term “Confidential Information” means all information the Receiving Party accesses or receives from the Disclosing Party pursuant to this Agreement, whether oral or in writing (including electronic transmission) concerning the Disclosing Party’s business, technology, finances, customers or prospective customers, security, plans, methods, research and development, prototypes, software, books and records, and other similar information and materials: (i) that are designated as “Confidential” or “Proprietary” by the Disclosing Party, or (ii) that by the nature of the circumstances surrounding disclosure, or the information itself, should be treated as confidential.
  • 10.2. Non-Disclosure; Standard. The Receiving Party shall maintain the Disclosing Party’s Confidential Information in strict confidence and shall not use or disclose such Confidential Information except for purposes permitted under this Agreement. The Receiving Party shall be entitled to disclose such Confidential Information on a need-to-know basis to its employees, agents, subcontractors, attorneys, accountants, and investors, provided the same are bound by non-disclosure and confidentiality obligations no less protective than those set out in this Agreement. The Receiving Party shall use at least the same degree of care in safeguarding the Disclosing Party’s Confidential Information as it uses in safeguarding its own Confidential Information, but shall not use less than reasonable care and diligence.
  • 10.3. Exceptions. The Receiving Party’s obligations with respect to Confidential Information shall not apply to Confidential Information that the Receiving Party can demonstrate: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; (ii) was or becomes available to the Receiving Party on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to the Disclosing Party with respect to such Confidential Information; or (iii) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
  • 10.4. Judicial Orders. The Receiving Party shall be permitted to disclose the Disclosing Party’s Confidential Information if a subpoena, discovery request, court order, or other request or requirement of a governmental body (with requisite jurisdiction) or other applicable law requires that such Confidential Information be produced or disclosed, provided that the Receiving Party (unless expressly prohibited by the governmental body) gives the Disclosing Party notice of such requirement and cooperates with the Disclosing Party in seeking a protective order or other applicable relief. The Receiving Party will furnish only that portion of the Confidential Information that the Receiving Party is advised by counsel is legally required to be furnished and will exercise commercially reasonable efforts to assist Disclosing Party in its efforts to obtain reliable assurance that confidential treatment will be accorded the furnished Confidential Information.
• 11. Code of Conduct; Revocation or Suspension of Use Privileges. The End User’s and its Credentialed Users’ use of the SwiftConnect Platform is subject to the code of conduct set out below (the “Code of Conduct”). SwiftConnect reserves the right to revoke or suspend the End User’s use (or non-compliant Credentialed Users’ use) of some or all of the SwiftConnect Platform for activities that breach this Code of Conduct or otherwise violate this Agreement, with or without prior notice. SwiftConnect shall be entitled, using reasonable and industry-accepted methods, to inform Eligible Users and Credentialed Users of this Code of Conduct and the consequences of non-compliance with the Code of Conduct. Under this Code of Conduct, the End User and its Credentialed Users shall not:
  • 11.1. Use the SwiftConnect Platform or System Documentation for purposes that are unlawful, offensive, interfering with the privacy of others, or otherwise prohibited by this Agreement;
  • 11.2. Use the SwiftConnect Platform or System Documentation in a manner designed to disable, overburden, or impair the SwiftConnect Platform or interfere with another party’s use and enjoyment of the SwiftConnect Platform, System Documentation, or other SwiftConnect offerings;
  • 11.3. Seek to obtain access to any portion of the SwiftConnect Platform or related materials, accounts, or information through hacking, data harvesting, data mining, or through other means SwiftConnect has not intentionally made available to the End User through the SwiftConnect Platform or System Documentation;
  • 11.4. Access the SwiftConnect Platform or System Documentation for the purpose of building a competitive product or service or copying its features or user interface; or
  • 11.5. Infringe SwiftConnect’s or any third-party’s Intellectual Property Rights, or other proprietary rights or rights of publicity or privacy.
• 12. Authorized and Unauthorized Transactions.
  • 12.1. Passwords. Wherever passwords or third-party authentication systems are used to control access to AccessCloud Platform functionality, SwiftConnect will treat anyone who successfully authenticates as an authorized user from the End User, and anyone who uses a Credential as the Credentialed User registered to such Credential. SwiftConnect recommends that the End User maintain, and instruct its Credentialed Users to maintain, all Credentials and authentication factors such as passwords in strict confidence and to notify SwiftConnect promptly of unauthorized use or suspected unauthorized use of such authentication factors. SwiftConnect will timely deactivate an AccessCloud Platform account or Credential upon the End User’s request.
  • 12.2. Fraud Detection. The End User agrees to cooperate with SwiftConnect and provide assistance in connection with fraud detection, reporting, and prevention efforts. Subject to the confidentiality obligations hereunder and subject to applicable law, the End User agrees to keep SwiftConnect informed of the progress of any fraud investigation to the extent it affects Confidential Information, Personal Information, the improper use of Credentials, the improper provisioning of Credentials, or other associated activities or threats.
  • 12.3. No Liability for Unauthorized Transactions. SwiftConnect will not be liable to any person or entity for a Transaction initiated by a person or entity who is not authorized to make a Transaction, including, without limitation any fraudulent Transaction.
• 13. Feedback. The term “Feedback” means suggestions, ideas, feature requests, and recommendations made by the End User relating to the SwiftConnect Platform or other elements of SwiftConnect’s business. If the End User chooses to provide Feedback to SwiftConnect, then the End User hereby transfers to SwiftConnect the End User’s rights in such Feedback (including associated Intellectual Property Rights).
• 14. Representations and Warranties. 
  • 14.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party: (i) that it is duly organized, validly existing and in good standing, and is qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out its obligations under this Agreement; (ii) that its execution, delivery and performance of this Agreement will not violate or constitute a default under any agreement of such Party; and (iii) that it has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations under this Agreement.
  • 14.2. End User Representations and Warranties. The End User represents and warrants to SwiftConnect that: (i) it has secured all rights (including any consents with respect to Personal Information) in End User Data necessary to permit SwiftConnect’s access, use, and processing of End User Data in accordance with this Agreement; (ii) it will not upload or release viruses or malicious code to the SwiftConnect Platform or System Documentation; (iii) SwiftConnect’s use of End User Data in accordance with this Agreement complies with End User’s privacy policy; (iv) End User obtains sufficient consent from, and provides sufficient notice to, application users as to its privacy practices (as set out in such privacy policy), all in accordance with applicable law; (v) it shall comply with applicable law; and (vi) SwiftConnect’s performance of its obligations herein in accordance with this Agreement will not cause or result in any claims from third parties retained or utilized by the End User to provide goods or services.
  • 14.3. SwiftConnect Representations and Warranties. SwiftConnect represents and warrants to the End User: (i) that the Implementation Services and Support Services will be performed in accordance with accepted industry practice and by qualified individuals; (ii) that the Products will substantially conform to applicable System Documentation; and (iii) that software components of the Products will be scanned using commercially available vulnerability scanning software in accordance with accepted industry practice.
  • 14.4. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET OUT IN SECTION 14.3 (SwiftConnect Representations and Warranties), THE SWIFTCONNECT PLATFORM, SYSTEM DOCUMENTATION, AND ALL SWIFTCONNECT PERFORMANCE OBLIGATIONS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND SWIFTCONNECT HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
• 15. Indemnification. The End User shall defend, indemnify, and hold SwiftConnect and its Affiliates and their respective officers, directors, employees, and agents harmless from and against any third party claim, action, suit, or proceeding resulting from the End User’s (i) use of the SwiftConnect Platform or System Documentation in a manner not authorized by this Agreement, or (ii) breach of its representations and warranties, and shall indemnify SwiftConnect for all losses, damages, liabilities, and all reasonable expenses and costs (including, but not limited to, attorneys’ fees) incurred by SwiftConnect in any such claim, action, suit, or proceeding. SwiftConnect shall: (a) give End User reasonable written notice of any claim, action, suit, or proceeding for which SwiftConnect is seeking indemnification; provided, however, that any failure to provide such notice shall not relieve End User of End User’s obligations under this Section 15 (Indemnification) except to the extent that End User are materially prejudiced by such failure. In the event of a claim under this Section 15 (Indemnification), SwiftConnect shall (a) grant control of the defense and settlement to End User; provided, however, that End User shall not enter into any settlement that impacts SwiftConnect’s rights without SwiftConnect’s prior written consent, and (b) reasonably cooperate with End User at End User’s expense. SwiftConnect is entitled to participate in any defense at its own expense with counsel of its own choosing.
• 16. Limitation of Liability. END USER ACKNOWLEDGES THAT RESELLER, NOT END USER, HAS PAID OR WILL PAY SWIFTCONNECT FOR END USER’S ACCESS TO AND USE OF THE SWIFTCONNECT PLATFORM. ACCORDINGLY, IN NO EVENT SHALL SWIFTCONNECT BE LIABLE TO END USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR OTHER ECONOMIC LOSS, EVEN IF SWIFTCONNECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SWIFTCONNECT’S TOTAL AGGREGATE LIABILITY TO END USER FOR ANY CLAIMS OR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY RECEIVED BY SWIFTCONNECT FOR THE PRODUCTS AT ISSUE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
• 17. Term and Termination. Unless earlier terminated as provided herein, this Agreement shall come into force and effect on the Effective Date and shall continue for the period selected by Reseller in the Ordering Document(s) (the “Term”). If either Party materially breaches any obligation under this Agreement, then the non-breaching Party may terminate this Agreement (in whole or in part) for cause upon written notice after (i) first providing the other Party with written notice of the breach, and (ii) providing thereafter a thirty (30) day opportunity to cure beginning on the date of receipt by the alleged breaching Party of such a notice. The expiration or termination of this Agreement shall not affect any obligation that accrued prior to such expiration or termination. Unless otherwise mutually agreed, a Party’s termination of a Schedule will constitute a termination of the entire Agreement.
• 18. Effect of Termination or Expiration. Immediately upon termination or expiration of this Agreement or the corresponding Ordering Document: (i) SwiftConnect shall cease providing the SwiftConnect Platform or corresponding Products; (ii) all of the End User’s licenses under this Agreement or to the corresponding Products shall end; and (iii) each Party shall return or permanently destroy all tangible Confidential Information of the other Party and certify the same in writing upon request (provided SwiftConnect may retain a copy of the End User’s Confidential Information to the extent required for legal compliance and copies to the extent the same resides on backup servers).
• 19. Survival. In addition to any right or obligation that by its nature is intended to survive any termination or expiration of this Agreement, the following Sections of this Agreement shall survive any termination or expiration of this Agreement: (i) Section 4.5 (Ownership of SwiftConnect Platform and System Documentation); (ii) Section 5.2 (Limited Permission Granted to SwiftConnect; Ownership) (solely with respect to ownership of End User Data); (iii) Section 10 (Confidentiality); (iv) Section 13 (Feedback); (v) Section 15 (Indemnification); (vi) Section 16 (Limitation of Liability); (vii) Section 20 (Order of Precedence); and (viii) Section 21 (General).
• 20. Order of Precedence. If there is a conflict between the Ordering Document, the terms and conditions of this Agreement, or any Schedules, the following order of precedence shall apply: this Agreement shall take precedence over, and control, the terms and conditions of the Ordering Document, and the other Schedules.
• 21. General.
  • 21.1. No Implied Rights. No rights shall be implied under this Agreement, based on any course of conduct, or on any construction or interpretation thereof. All rights and licenses not expressly granted in this Agreement are reserved.
  • 21.2. Notices. Notices under this Agreement shall be in writing, in English and delivered to the Parties at the address set out on this Agreement. Notices will be deemed to have been duly given (i) when received, if personally delivered; (ii) when receipt is electronically confirmed, if transmitted by facsimile or electronic mail; (iii) the day after being sent, if sent for next day delivery by recognized overnight delivery service; or (iv) upon receipt, if sent by certified or registered mail, return receipt requested.
  • 21.3. Assignment. This Agreement is not assignable by End User without the prior written consent of SwiftConnect. SwiftConnect reserves the right to assign the rights and obligations under this Agreement for any reason in SwiftConnect’s sole discretion. Any purported assignment, delegation, or transfer in violation of this Section 21.3 (Assignment) is void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 
  • 21.4. Severability; No Waiver; Headings. If any provision of this Agreement is determined to be unenforceable or invalid by applicable law or court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted to best accomplish the objectives of such provision within the limits of applicable law or court decision. No failure or delay in exercising any right under this Agreement will operate as a waiver of such right or preclude any further exercise. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.
  • 21.5. Governing Law. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of New York without regard to any conflict of laws principles. The exclusive venue and jurisdiction for any action or proceeding arising out of this Agreement shall be the state and federal courts located in New York, NY. The Parties accept the personal jurisdiction of such courts.
  • 21.6. Subcontracting. SwiftConnect shall be entitled to use subcontractors in the performance of SwiftConnect’s obligations under this Agreement; provided, however, that if SwiftConnect engages subcontractors, then SwiftConnect shall remain liable for all obligations under this Agreement as though no such subcontracting had occurred.
  • 21.7. Independent Contractors. The Parties are independent contractors, and no agency, partnership, joint venture, or employer-employee relationship shall be created by this Agreement. Neither Party shall have the power to obligate or bind the other Party.
  • 21.8. Announcements. Neither Party shall issue or release any statement, press release, or other publicity or marketing materials relating to this Agreement or otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship, without the prior written consent of the other Party, which may be withheld or withdrawn for any reason; provided, however, that SwiftConnect may, without the End User’s consent, include the End User’s name in a listing of SwiftConnect’s current or former customers in promotional and marketing materials, and in SwiftConnect’s earnings announcements.
  • 21.9. Modifications. SwiftConnect shall be entitled to modify this Agreement from time to time at SwiftConnect’s discretion. If SwiftConnect modifies this Agreement, such modifications shall take effect prospectively upon the next renewal period for any Products in an Ordering Document. SwiftConnect will provide notice of material changes by posting the updated Agreement at the URL where this Agreement is hosted, updating the “Last Updated” date, and, where practicable, providing notice through the Portal or by email. End User’s continued use of the Products following such notice constitutes acceptance of the modified Agreement.
  • 21.10. Entire Agreement. This Agreement and the additional documents referenced herein set forth the entire understanding and agreement of the Parties and supersede any and all oral or written agreements or understandings between the Parties as to the subject matter of this Agreement; provided, however, that this Agreement does not supersede, replace, or supplement any other written agreement between the Parties related to SwiftConnect’s development platform or tools (including APIs and SDKs). Neither Party is relying on any warranties, representations, assurances, or inducements not expressly set forth herein.
  • 21.11. Electronic Acceptance. End User agrees that ordering Products from Reseller or accessing or using the Products constitutes a valid and binding acceptance of this Agreement, equivalent to a handwritten signature, and that no further physical or electronic signature is required. End User’s acceptance of this Agreement is binding upon End User and all of its Eligible Users and Credentialed Users who access or use the Products under End User’s account; each such individual need not separately accept this Agreement. End User is responsible for ensuring that its Eligible Users and Credentialed Users comply with the terms of this Agreement. End User consents to the use of electronic records and communications in connection with this Agreement.
  • 21.12. Incorporation of Schedules. The following schedules are attached hereto and incorporated herein by reference (each a “Schedule” and together the “Schedules“). The Data Protection Agreement Schedule is incorporated by reference to the hyperlink set forth in the table below and is available at https://www.swiftconnect.com/legal-hub/:
    

    Schedule	Description
    Schedule for the AccessCloud Platform	Describes the features of the AccessCloud Platform, and the additional terms and conditions that apply to these features and the AccessCloud Platform.
    Schedule for Support Services	Describes the technical support that SwiftConnect provides for the Products.
    Service Level Agreement Schedule	Provides SwiftConnect’s commitment to make the Products available for sending and receiving data to and from its network edge.
    Data Protection Agreement Schedule	Describes the measures that SwiftConnect will take to safeguard the security of End User Data resident on the Products or otherwise in SwiftConnect’s possession. This Schedule is incorporated by reference and available at: https://swiftconnect.com/wp-content/uploads/2026/01/SwiftConnect-Schedule-D-Data-Protection-Addendum-2026-Website.docx.pdf

1. AccessCloud Terms

• • 1.1 Access to Platform. The End User shall complete the registration process for the AccessCloud Platform in the manner specified on the Portal (or via other instructions from SwiftConnect). SwiftConnect shall grant the End User access to and use of the AccessCloud Platform upon completion of the Implementation Services and the End User’s completion of such account registration process.
  • 1.2 End User-Side Control Systems. The End User acknowledges that the AccessCloud Platform relies on integrations, via the Platform APIs, to Access Control Systems and other systems and data that, as between the Parties, are under the control of the End User. The End User agrees to provide SwiftConnect access to, and to maintain, such systems as follows:
    • a) Specified Platform-Integrated Systems. Based on information provided by the End User, the Platform-Integrated Systems that control Restricted Areas at issue, and that are necessary for the End User’s intended use of the AccessCloud Platform, are listed on the Ordering Document (each a “End User-Side Control System”).
    • b) Supporting Systems. The End User acknowledges and agrees (i) that the End User-Side Control Systems include a range of additional inputs and integrations for the End User’s applicable Access Control Systems, including but not limiting to inputs from and integrations with (a) database directories of personnel, (b) solutions for provisioning mobile credential and employee credential solutions and applications; (c) identity management systems; (d) tenant and employee engagement apps; (e) print servers; (f) card readers; and (g) mobile device management applications (collectively, “Supporting Systems”); (ii) that the term “End User-Side Control Systems” includes such Supporting Systems; and (iii) that its obligations under this Section 1.2 (End User-Side Control Systems) apply to Supporting Systems. The Supporting Systems are listed on the Ordering Document, or can reasonably be identified via the Ordering Document by an individual with knowledge of Access Control Systems.
    • c) Access to End User-Side Control Systems. The End User shall provide SwiftConnect with access to the End User-Side Control Systems, including (i) physical and logical access to equipment, servers, and other End User-Side Control System elements that are located in the Office Buildings at issue; and (ii) technical and data-sharing access to the End User-Side Control Systems via applicable APIs or other means specified in the documentation for such End User-Side Control Systems. The End User shall be responsible for enabling network connectivity for the AccessCloud Platform to interface with required End User-Side Control System elements that are located in the Office Buildings at issue. For Office Buildings where the End User is not the owner of the property, or the property manager (or other designee) acting on the owner’s behalf with respect to the property, the End User shall be responsible for obtaining necessary consents from the landlord (or other interested parties) with respect to SwiftConnect’s access to Restricted Areas controlled by the landlord (or such other interested parties), and to the End User-Side Control Systems applicable to such Restricted Areas.
    • d) Supported Versions. During the Term, the End User is solely responsible for ensuring that it is using a version of each End User-Side Control System that is supported by, and remains under maintenance from, the provider of such End User-Side Control System (a “Supported Version”). SwiftConnect is not responsible for any performance errors resulting from or related to the End User’s failure to maintain a Supported Version of each End User-Side Control System. End User shall notify SwiftConnect at least 30 days in advance of any modification, including upgrades, to a system or component connected to the AccessCloud Platform that could reasonably be expected to impact the AccessCloud Platform’s performance.
    • e) Responsibilities Concerning End User-Side Control Systems. The End User is responsible, at its sole cost, for the operation, maintenance, and availability of the End User-Side Control Systems. SwiftConnect is not responsible for any performance errors resulting from or related to the End User’s failure to operate, maintain, or make available the End User-Side Control Systems. The End User shall similarly be responsible for license fees (including per seat user fees), subscription fees, certification fees, and other costs and fees associated with such End User-Side Control Systems.
    • f) End User Access to Portal. The End User shall ensure that the End User Internal Systems comply with SwiftConnect’s system requirements or, if system requirements are not provided, ensure that such End User Internal Systems comply with system requirements that an engineer with reasonable skill would infer from the AccessCloud Platform architecture.
  • 1.3 Uninterrupted Ingress and Egress. SwiftConnect has architected the AccessCloud Platform such that, if the AccessCloud Platform is unavailable, this unavailability will not hinder or affect the operation of the End User-Side Control Systems or the functioning of the Credential and Mobile Wallet. Accordingly, if the AccessCloud Platform is unavailable, Credentialed Users will continue to be able to exercise their Access Privileges at Restricted Areas in the same manner as if the AccessCloud Platform were available. The End User acknowledges, however, that for the period when the AccessCloud Platform is unavailable, the End User will not be able to access the Portal or the functionality of the AccessCloud API for the uses and purposes set out in Section 3 (Portal) and Section 4 (AccessCloud API) of Appendix 1 to this Schedule. Remedies for and other terms governing the availability of the AccessCloud Platform are set out in the Service Level Agreement Schedule.
  • 1.4 Branding; Private Labeling. If the End User wishes to include its Marks and branding on components of the AccessCloud Platform, Transaction reports, or other materials associated with its use of the AccessCloud Platform and SwiftConnect agrees to such inclusion and branding, then (i) the End User’s Marks for such purpose will be made available to SwiftConnect, and (ii) the Agreement will govern the protections the End User’s Marks will receive. If the End User wishes to private-label the AccessCloud Platform for its Eligible Users and Credentialed Users and SwiftConnect agrees to such inclusion and branding then the Ordering Document will so specify; provided, however, that in all instances, SwiftConnect shall be entitled to affix one or more of SwiftConnect’s Marks to each component of the AccessCloud Platform, the mobile card artwork as accessed by the End User’s Eligible Users and Credentialed Users, Transaction Log Reports made available to the End User, and to other materials made available to the End User or its Eligible Users and Credentialed Users.
  • 1.5 Privacy Practices. End User acknowledges that: (i) SwiftConnect’s use of Onboarding Information and Transaction Logs in accordance with this Agreement complies with the End User’s privacy policy; and (ii) the End User obtains sufficient consent from, and provides sufficient notice to, Eligible Users and Credentialed Users as to its privacy practices (as set out in such privacy policy), all in accordance with applicable law.
  • 1.6 Use of Credentials. SwiftConnect represents and warrants to the End User that: (i) it will associate the Credential with no device other than the Mobile Wallet to which such Credential is registered; and (ii) the Credentials will permit only the Access Privileges that the End User has specified in the manner set out in the Portal or in the Access Control System. The End User acknowledges that, through no fault of SwiftConnect, persons or entities other than the Credentialed User might obtain access to the Credentialed User’s Mobile Wallet and/or Credential (by permission or by phishing or other fraudulent means). Accordingly, in addition to other disclaimers in this Agreement, SwiftConnect does not provide assurance, and expressly disclaims any such assurance, that the person or entity using a Mobile Wallet and/or Credential is in fact the Credentialed User.

2. Participation in Certifications. The End User acknowledges that, in connection with integrating End User-Side Control Systems with the AccessCloud Platform, SwiftConnect may be obligated to obtain certifications, perform testing, or engage in other activities required by the providers of such End User-Side Control Systems. The End User agrees to participate in such testing, certification, or implementation, as deemed necessary by SwiftConnect (collectively, “Certification Activities”). If the Certification Activities primarily concern the End User’s specific End User-Side Control Systems, the End User shall be responsible for its costs associated with such Certification Activities. If the Certification Activities are generally applicable to Access Control Systems, and useful generally to SwiftConnect’s subscriber base, then SwiftConnect will reimburse the End User for its reasonable out-of-pocket costs associated with such Certification Activities.

3. Implementation Services.

• • • • 3.1 Implementation Services. Each Office Building, and leased space within such Office Building, where SwiftConnect is to implement the AccessCloud Platform are identified on one or more Ordering Documents. SwiftConnect shall, to the extent set out in an Ordering Document, integrate the AccessCloud Platform with the End User-Side Control Systems for such Office Building in accordance with Implementation Plan(s). The End User shall timely perform its obligations set out in an Implementation Plan and shall otherwise provide SwiftConnect with reasonable assistance in connection with SwiftConnect’s execution of an Implementation Plan.
      • 3.2. Access to End User-Side Control Systems. The End User shall provide SwiftConnect with physical and logical access to End User-Side Control Systems that serve each Office Building. Such access shall include access to physical locations where needed, and the End User shall be responsible for obtaining permissions from applicable landlords or others needed for such access, as further specified herein. The End User shall obtain such access in a timely manner, good and sufficient to permit SwiftConnect to meet the milestones set out in the Implementation Plan.
      • 3.3 Milestone Schedule; End User Delays. SwiftConnect shall use commercially reasonable efforts to complete the Implementation Services in accordance with the milestone schedule included in the Implementation Plan (the “Milestone Schedule”). End User acknowledges that delays in its assistance and inputs to the Implementation Services may, in turn, delay SwiftConnect’s completion of tasks under the Milestone Schedule, and End User agrees that its delay will afford SwiftConnect an extension on the target completion dates set out in the Milestone Schedule.
      • 3.4 Project Management. The Parties’ respective Project Leads, if any, will be responsible for coordinating each Party’s contributions to the Implementation Services. The Parties will use commercially reasonable efforts to preserve continuity in their Project Leads.
      • 3.5. Acceptance of Implementation Services.
        • a) Acceptance Testing. SwiftConnect shall notify the End User when the SwiftConnect Platform is ready for its review and testing under the Implementation Plan (a “Review Notice”). Upon receipt of a Review Notice, the End User shall timely (in keeping with reasonable industry practice) examine and test the SwiftConnect Platform, and SwiftConnect shall provide End User with reasonable training and assistance in order for End User to conduct a meaningful review and set of acceptance tests. If the SwiftConnect Platform complies with good industry practice and otherwise meets the reasonable satisfaction of End User (“Acceptance Criteria”), End User shall notify SwiftConnect in writing of its acceptance. If the SwiftConnect Platform fails to meet the Acceptance Criteria, then End User shall notify SwiftConnect of the non-compliance and provide supporting detail. If the End User does not notify SwiftConnect in writing of its acceptance or does not notify SwiftConnect that the SwiftConnect Platform fails to meet the Acceptance Criteria within a reasonable period of time (not to exceed ten (10) business days), or if the Subscriber provisions, registers, or otherwise permits more than fifty (50) Eligible Users or Credentialed Users to access or use the SwiftConnect Platform the SwiftConnect Platform shall be deemed accepted for all purposes under this Agreement.
        • b) Cure by SwiftConnect. Upon receipt of a notice of non-compliance under Section 3.5.a) (Acceptance Testing), SwiftConnect shall cure the non-compliant issues identified in such notice in a timely manner, at SwiftConnect’s sole cost and expense, and resubmit the corrected deliverables to the End User. The Parties shall then repeat the acceptance process under this Section 3.5 (Acceptance of Implementation Services); provided, however, that the End User shall not be obligated to re-test the deliverables more than twice.
      • 3.6. No Effect on Warranty and Other Performance Obligations. The End User’s acceptance of the Implementation Services under this Section 3.5 (Acceptance of Implementation Services) shall not negate or excuse SwiftConnect’s required compliance with its representations, warranties, and performance obligations under this Agreement.

1. Credentialing Users. The AccessCloud Platform will create and assign Credentials to users as follows:

• • a) Eligible Users; Onboarding Information. The End User shall identify its Eligible Users via the Portal or other method that SwiftConnect makes available to the End User for such purpose and shall provide the information concerning such Eligible Users specified by SwiftConnect. Eligible Users must also present Onboarding Information to SwiftConnect in connection with the credentialing process.
  • b) Specifying Access Privileges. In connection with providing Onboarding Information, the End User shall indicate, via the Portal or other method that SwiftConnect makes available to the End User, the Access Privileges to which the Eligible User is entitled. Such Access Privileges shall apply to both Restricted Areas controlled by an Access Control System managed by a landlord or by a tenant.
  • c) Provision of SwiftConnect Mobile App; Issuance of Credential; Placement in Mobile Wallet. Upon receipt of requisite Onboarding Information, and the Eligible User’s completion of other specified onboarding steps, SwiftConnect will make mobile functionality available to the Eligible user via the SwiftConnect Mobile App specified in Appendix 1 (Configured Platform and Platform-Integrated Systems). When the Eligible User downloads and completes associated instructions concerning the SwiftConnect Mobile App, SwiftConnect will (i) create a unique Credential for the Eligible User; (ii) register that Credential to the Eligible User and designate the Eligible User as a “Credentialed User” for purposes of this Agreement; (iii) assign to the Credential the Access Privileges the End User has specified; and (iv) place the Credential in the Mobile Wallet of the Credentialed User.

2. Transaction Logs. SwiftConnect will maintain logs of interactions between a Credential and relevant End User-Side Control Systems (each a “Transaction”). These logs will include (i) whether the Credential was accepted or declined by the End User-Side Control System; (ii) the Transactions identified by Mobile Wallet (e.g., iPhone or Apple Watch), by Access Privilege (e.g., full-time employee, contractor, part-time employee, intern, etc.), by Transaction type (e.g., door access or other event), by Transaction status (e.g., successful/declined), by date and time, by location of Restricted Area and by OS type (e.g., iOS or Android); and (iii) other data elements that are specified in the System Documentation or otherwise useful for operation of the AccessCloud Platform (such logs and associated data are collectively referred to as “Transaction Logs”).

3. Portal. During the Term, the End User shall be entitled to access and use the Portal. Such uses shall include the following:

• • a) Management of Credentialed Users and Access Privileges. Through the Portal, the End User shall be entitled to select Eligible Users, modify Access Privileges for Credentialed Users, delete Credentialed Users, and take other associated actions specified in the System Documentation (collectively, “User Management Instructions”). SwiftConnect will comply with User Management Instructions properly submitted via the Portal.
  • b) Transaction Log Reports. The End User shall be entitled to access and download reports of Transactions, with the data elements specified in Section 2 (Transaction Logs) (each a “Transaction Log Report”).
  • c) Use of Reports. SwiftConnect grants the End User an irrevocable, transferable, paid-up, worldwide right and license to copy, modify, distribute, display, and otherwise use Transaction Log Reports for all purposes consistent with this Agreement, applicable law, and the End User’s privacy policy.

3. AccessCloud API. SwiftConnect has developed an API that provides end users with automated, real-time (or near real-time) access to Transactions and agreed-upon elements of Transaction Logs (the “AccessCloud API”). If specified in an Ordering Document, SwiftConnect will make the AccessCloud API available to the End User and, with the AccessCloud API (and suitable interconnections with applicable End User-Side Control Systems), the End User will have the technical capability to interact with the AccessCloud Platform independent of the Portal. SwiftConnect may provide consulting services with respect to the End User’s use of the AccessCloud API, on separate, mutually agreeable terms.

1. Support Requests; Authorized Individuals. The End User may designate by written notice to SwiftConnect, up to two individuals (each, an “Authorized Contact”) that shall be entitled to initiate requests for Support Services and otherwise report any material non-conformance of the SwiftConnect Platform with its corresponding System Documentation (“Errors”). Authorized Contacts shall make requests for support or to report Errors (each a “Support Request”) via email to support@swiftconnect.io.

2. Support Services. Upon receipt of a Support Request, SwiftConnect shall assign the appropriate priority to the Support Request in accordance with the severity levels in Appendix 1 (Target Response and Resolution). These classifications are designed to ensure consistent treatment of Support Requests handled by SwiftConnect’s support resources. SwiftConnect shall utilize a “trouble ticket” solution to track Support Requests to better ensure that SwiftConnect’s response and resolution times are consistent with its obligations set out herein.

• • 2.1 Error Corrections. SwiftConnect will use commercially reasonable efforts to respond to all Support Requests within the time periods set out on Appendix 1 (Target Response and Resolution). Such time periods shall commence (i) upon SwiftConnect’s receipt of the Support Request, if it is received during Business Hours, or (ii) at the start of the next Business Hour if SwiftConnect receives the Support Request outside of Business Hours. The term “Business Hours” means Monday through Friday from 9:00 AM to 5:00 PM Eastern Time with the exception of holidays recognized in the time zone at issue. SwiftConnect is not obligated to commence resolution of a Support Request unless and until the Authorized Contact provides information sufficient for SwiftConnect to understand and diagnose the Error, as applicable, that is the subject of the Support Request.
  • 2.2 Workarounds. The term “Workaround” means a temporary bypass, procedure, or routine that, when implemented, materially eliminates the impact of the Error. If SwiftConnect is unable, after using commercially reasonable efforts, to implement a long-term resolution to an Error, then SwiftConnect shall seek to provide a Workaround and, after its provision of a Workaround, shall continue to work toward implementing a long-term resolution to address the Error.
  • 2.3 Assistance and Cooperation. The End User shall assist SwiftConnect’s support personnel with data gathering, testing, and applying fixes. If SwiftConnect cannot duplicate the reported Error in-house, then SwiftConnect may request access to the End User’s computing environment and building access as necessary.
  • 2.4 Error Closure. An Error shall be considered open until the Error is closed in accordance with the descriptions in Appendix 2 (Error Closure).

3. Escalation. If, after exercising commercially reasonable efforts, SwiftConnect is unable to resolve a Severity 1 or Severity 2 Error (or provide an associated Workaround) within the time periods specified on Appendix 1 (Target Response and Resolution), SwiftConnect will escalate the Support Request in accordance with Appendix 3 (Escalation Table).

4. Updates. SwiftConnect shall provide to the End User at no additional charge all Updates to the AccessCloud Platform that SwiftConnect makes generally available to its other customers without additional fees.

5. Support Services Exclusions. Notwithstanding anything to the contrary, Support Services shall not include any of the services set out in this Section 5 (Support Services Exclusions) (collectively, the “Excluded Services”). Any Excluded Services that the End User desires would be subject to a separate Ordering Document.

• • 5.1. Errors due to End User-Side Control Systems. SwiftConnect is not responsible for Errors to the extent caused by End User-Side Control Systems. Upon determining that a Support Request arises due to a End User-Side Control System, SwiftConnect shall timely report the issue to the End User’s Authorized Contacts and, to the extent available, indicate which component within the End User-Side Control Systems is responsible in whole or in part for the Error.
  • 5.2 Errors due to End User Internal Systems. SwiftConnect is not responsible for the End User’s inability to use the SwiftConnect Platform or its features to the extent the inability is caused by one or more End User Internal Systems. SwiftConnect’s sole obligation in this instance shall be to notify the Authorized Contact if an Error is attributable to the End User Internal System.
  • 5.3.Training. Support Services do not include training on the use of the SwiftConnect Platform. By way of clarification, and not limitation, if the resolution of a Support Request would consist of an explanation of basic system usage, or otherwise be addressed in the System Documentation, then SwiftConnect shall comply with its Support Services obligations by referring the Authorized Contact to the System Documentation or, upon prior notice to the End User, charging the End User for fulfilling such Support Request.
  • 5.4 Customizations and Configurations. Support Services do not include assistance in developing, testing, debugging, or any other support relating to the customization or modification of the SwiftConnect Platform or otherwise configuring the SwiftConnect Platform (except as may be set out in the Implementation Plan).
  • 5.5. Reproducible Errors. SwiftConnect shall have no obligation to provide Support Services for Errors that are (i) attributable to third party systems, or the installation, administration, and use of enabling technologies such as databases, computer networks, and communications systems that are not provided by SwiftConnect, or (ii) unable to be reproduced by SwiftConnect after commercially reasonable efforts to do so.

1. Availability. SwiftConnect shall use commercially reasonable efforts to ensure that the SwiftConnect Platform is capable of sending and receiving correctly constructed requests over the Internet (“Available for Use”) 99.9% each month, which is a figure calculated as follows:

2. Downtime; Permitted Downtime. “Downtime” means total minutes that the SwiftConnect Platform is not Available for Use for reasons that are not Permitted Downtime. Downtime shall not include the aggregate amount of time during which the SwiftConnect Platform is not Available for Use due to one or more of the following (collectively, “Permitted Downtime”):

• • 2.1. Scheduled Maintenance. Downtime shall not include maintenance that occurs between the hours of Friday 10:00 PM and Sunday 4:00 PM, Eastern US Time (“Scheduled Maintenance” and the “Scheduled Maintenance Window,” respectively). SwiftConnect will provide End User with at least three (3) days’ notice if the SwiftConnect Platform will not be Available for Use for more than two hours during a Scheduled Maintenance Window.
  • 2.2. Emergency Maintenance. Downtime shall not include maintenance that is critical to maintaining the overall security of network, system components, services and/or computing infrastructure that SwiftConnect performs outside of the Scheduled Maintenance Window (“Emergency Maintenance”).
  • 2.3. Factors Outside of SwiftConnect’s Control. Downtime shall not include unavailability caused by factors outside of SwiftConnect’s control, including, but not limited to, (i) downtime, failures, or reduced performance of End User-Side Control Systems; (ii) changes resulting from government, political, or other regulatory actions or court orders, (iii) force majeure events, provided that SwiftConnect has taken commercially reasonable precautions to minimize the potential impact of such force majeure events; (iv) interruptions in utility services or third party networks that prevent or hinder Internet users from accessing the AccessCloud Platform; (v) errors in End User Data; or (vi) actions by the End User that conflict with System Documentation.
  • 2.4. End User’s Unavailability. Downtime shall not include unavailability caused by the End User’s failure to respond to incidents that require the End User’s participation for resolution, or failure to support, repair or replace End User supplied equipment or other End User-Side Control System components.

3. Continued Access. As further provided the Schedule for the AccessCloud Platform, Credentialed Users will remain able to use their Credentials and Mobile Wallet to enter and exit through Restricted Areas in the Office Buildings while the SwiftConnect Platform is unavailable.

4. Service Credits. If the Available for Use Percentage is not 99.9% or greater during a calendar month, SwiftConnect will provide Subscriber with a Service Credit of 10% of the fees (other than fees for Professional Services, if any) charged Subscriber for such calendar month. Service Credits represent Subscriber’s sole and exclusive remedy for a failure to achieve an Available for Use Percentage of 99.9% or greater.