Float Terms of Service

The Float website, and all of its related web pages and locations (collectively referred to and taken together as the “Site”), provides information with respect to Float’s existing and future business, products and services (together, the “Services”) and any of Float’s existing and future electronic systems, APIs and platforms through which Float and its affiliates make the Services available to you (together, the “Systems”). The following “Terms of Service” between Float Technologies Inc. (also referred to as “Float,” “we” or “us”) and “you” govern your use of the Site, Services and Systems (together, the “Float Platform”), whether as a guest or registered user.

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The Float Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, audio and video links, as well as any such combination and/or compilation of the same) are collectively referred to herein as “Materials”. Materials include information obtained via your use of the Float Platform.

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BY ACCESSING, VIEWING OR USING THIS SITE AND/OR ANY OTHER PART OF THE FLOAT PLATFORM, YOU ACKNOWLEDGE AND AGREE TO THESE TERMS OF SERVICE AND THE PRIVACY POLICY. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE AND THE PRIVACY POLICY, YOU SHOULD NOT ACCESS OR USE THE SITE OR THE FLOAT PLATFORM.

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If you and Float have executed a written agreement governing your access to and use of the Services and Systems (a “Related Agreement), then these Terms of Service and the Privacy Policy will supplement such Related Agreement. The terms of such Related Agreement will control to the extent that it conflicts with these Terms of Service and/or the Privacy Policy.

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Access to and use of some portions of the Float Platform may be subject to supplemental terms, including legal notices, which will be contained in the relevant portions of the Float Platform and which supplement these Terms of Service.

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Access Methods

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By using the Float Platform and Materials you agree that:

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You may access the Float Platform and/or Materials only through one or more passwords, security devices or other access methods that Float may specify (collectively, "Access Methods").
You will be (i) solely responsible for all acts or omissions of any person using the Float Platform and/or Materials through your Access Methods and any actions taken by any of your Programs (as defined below), and (ii) bound by the terms of any agreements or transactions executed through the Float Platform using your Access Methods or any of your Programs. All transmissions generated by use of your Access Methods or your Programs will be deemed to be authorized by you.
You certify that you (and, if applicable, accounts on whose behalf you are acting) are a resident in a jurisdiction which permits you to use the Float Platform and/or Materials.

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YOU WILL NOTIFY FLOAT PROMPTLY IF THERE IS ANY CHANGE WITH RESPECT TO ITEMS ABOVE AND WILL PROVIDE SUCH FURTHER INFORMATION AS FLOAT MAY REASONABLY REQUEST.

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License Grants from Float

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Subject to these Terms of Service and any Related Agreement, including all exhibits, schedules, amendments, addenda and supplements hereto or thereto, Float grants to you a temporary, non-sublicensable, non transferable, non exclusive, limited license for you to: (a) utilize the Systems solely for the purposes of developing an API-compatible software program to access certain Materials and/or Services (each such program referred to as "Your Program"), and (b) otherwise access and use the Float Platform and/or Materials, whether via Your Program(s) or otherwise.

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For the avoidance of doubt, your Program(s) may not be used to: (a) access the Float Platform and/or any Materials unless and until so authorized by Float in its sole discretion, or (b) provide third parties with access to or use of the Float Platform and/or Materials except to the extent expressly permitted by Float in these Terms of Service, any Related Agreement or otherwise in writing.

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Use of Float

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You are responsible for your use of the Float Platform and/or Materials and you must:
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Use a secure and non-obvious password within your Access Methods;
Treat the username, password and any other piece of information you receive as part of our security procedures as confidential and not share them with any other person;
Notify us immediately of any unauthorized access to or use of your username, password or Access Methods, or any other breach of security;
Periodically change your password;
Log out after each session;
Install the most recent security patches and updates for your web browser and;
When using the Float Platform, you must comply with all laws and regulatory requirements applicable to your use of it, including investment guidelines, mandates, and/or guidelines of your clients or principals. In addition, you must have all necessary licenses and registrations applicable to your use of the Float Platform.

You are permitted to store, display, analyze, modify, reformat and print the Materials only for your own internal business uses or as otherwise expressly permitted by Float. With respect to any Materials that Float does not make available programmatically via your Program(s) or otherwise expressly make available for download or extraction through the functionality of Float, you are permitted to download, and/or copy and paste only limited extracts of data contained in such Materials in one or more databases for retrieval, analysis, manipulation or report preparation on an ad-hoc, non-systematic basis for your own internal business uses in the ordinary course of business.

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You shall use appropriate security measures (including current industry-standard perimeter monitoring and protection systems, auditing systems, firewalls, and security agent software capable of detecting and mitigating threats) to connect to the Float Platform and to protect the Materials that you store, display, analyze, modify, reformat, print, publish, disclose, transmit, redistribute, reproduce, copy or otherwise use pursuant to these Terms of Service and any Related Agreement.

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Prohibited Activities

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You are prohibited from using the Float Platform and/or Materials to engage in any activity that could harm Float, its affiliates, or other users. In particular, you, including via your Program(s), may not:

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Use the Float Platform and/or Materials in a way that violates any applicable laws or regulations, these Terms of Service or any Related Agreement;
Violate any law or regulation or use the Float Platform and/or Materials to transmit any material that is unlawful, harmful, threatening, harassing, abusive, defamatory, trade libelous, vulgar, obscene, or otherwise objectionable;
Infringe upon any third party's intellectual property or other rights;
Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Use the Float Platform and/or Materials for any illegal, unauthorized or improper purpose;
Provide any data or information to Float that is false, misleading or inaccurate, or for which you do not have all rights necessary to provide;
Access data not intended for you or log onto a server or an account which you are not authorized to access;
Aggregate or collect any Materials to construct any kind of database;
Use any robot, spider, scraper or other automated means to access the Float Platform and/or Materials for any purpose without our express written permission;
Use the Float Platform and/or Materials in a manner that, in Float’s sole discretion, exceeds reasonable request volume, imposes an unreasonable or disproportionate large load on Float’s infrastructure, or constitutes excessive or abusive usage;
Send unsolicited email, including but not limited to, promotions and/or advertising of products or services;
Use any device, software or routine to interfere or attempt to interfere with the proper working of the Float Platform and/or Materials or with any other person’s use of the Float Platform and/or Materials;
Introduce to Float’s or any third party systems information that is illegal, abusive or is harmful to or interferes with the Float Platform and/or Materials, or the systems of any other entity or that creates a security risk or vulnerability or attempts to do any of the foregoing;
Attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
Attempt to interfere with service to any user, host or network, including, but not limited to, via means of submitting a virus to the Float Platform or any malware or computer programming routines that may damage, disrupt or interfere with, intercept or expropriate any system or data, overloading, "flooding," "spamming," "mailbombing" or "crashing;"
Bypass any measures Float may use to prevent or restrict access to the Float Platform and/or Materials, or otherwise attempt to gain unauthorized access to any portion or feature of the Float Platform and/or Materials, by hacking, password “mining” or any other illegitimate means. For the avoidance of doubt, this includes disabling, removing, defeating, or avoiding any security device or system, including, without limitation, the password and login functionality used to authenticate users;
Forge any transmission control protocol/Internet protocol packet header or any part of the header information in any email or posting;
Use or attempt to use any engine, software, tool, agent or other device or mechanism (including but not limited to, browsers, automated inquiry devices, spiders, robots, avatars, intelligent agents, or repetitive data gathering and extraction tools, routines, scripts or other mechanisms with similar functionality) to navigate or search the Float Platform and/or Materials other than Your Program(s), the search engine and search agents available in the Float Platform and generally available third party web browsers;
Reverse engineer, decompile or disassemble the underlying software, models or data;
Remove, obscure, or alter any logos, notices, warnings, labels, annotations or instructions from any portion of the Float Platform or any related, downloaded or printed material, including, but not limited to, any patent, trademark, copyright, or other proprietary notices or license provisions;
Invade the privacy of, obtain the identity of, or obtain any personal information about any user of the Float Platform;
Sell, rent, trade, distribute, lease, copy, store or modify the Materials other than for the purposes permitted by these Terms of Service and any Related Agreement;
Create or use an application or program that may be used in violation of these Terms of Service and any Related Agreement; or
Create liability for Float.

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Float may, at any time in its sole discretion, change or disable: (a) any username, password or other identifier, whether chosen by you or provided by us, or (b) the ability of you or your Program to access the Float Platform and/or Materials. For the avoidance of doubt, Float may take these actions for any or no reason, including if, in its sole opinion, you have violated any provision of these Terms of Service or any Related Agreement.

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You acknowledge and agree that you may be held liable to the maximum extent permitted by applicable law or regulation for your violation of any of the foregoing.

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Any violations of system or network security, including attempts to intentionally access a computer without authorization or exceed your authorized access level, may result in civil and criminal charges, including, but not limited to, charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). Float may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. Float may, without prior notice of any kind, restrict or terminate the access of any and all Float users if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction. In the event that Float restricts or terminates access under these circumstances, Float will use commercially reasonable efforts to restore unrestricted access and use for proper purposes.

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Proprietary Rights

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You retain ownership of all information that you input into the Float Platform. Except for such information, the Float Platform and Materials are the property of Float and/or its suppliers, licensees and affiliates, and are protected by U.S. and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Unauthorized use of the Float Platform and Materials may violate copyright, trademark, and other laws.

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You agree that nothing herein shall give you any right, title or interest in the Float Platform and Materials, any improvements to the Float Platform and Materials, or any intellectual property related thereto, other than the usage license in accordance with these Terms of Service, and that you will not take any action inconsistent with Float’s ownership of the Float Platform and Materials or that of any third party who has licensed its materials to Float. You acknowledge that the Float Platform and Materials are developed, compiled, prepared, revised, selected and arranged by Float through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitute valuable intellectual property and trade secrets of Float and that you have no intellectual property rights therein or any proprietary rights thereto.

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You are not permitted to modify, reproduce, distribute, publish, disclose, transmit, redistribute, commercialize, or otherwise reproduce the Materials, in whole or in part, in any form outside of your organization whether directly or through third parties, other than to agents or representatives who are acting on your behalf and have agreed to maintain its confidentiality, without the express written consent of Float. Further, you may not resell, decompile, or reverse engineer any Materials or use the Materials to create any derivative works or commercial product(s), data or offering(s) without the express written consent of Float.

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Your counterparties, vendors and any other related third parties are strictly prohibited from downloading any Materials, except to the extent expressly permitted under separate agreements between those parties and Float.

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“Float,” “www.float.tech”, “Float Technologies”, “Float Technologies Inc.” (including Float’s name, logos and Site name) are the property of Float (collectively, the “Property”), within the United States as well as in other countries. You may not display, make reference to or use the Property, in any manner without prior written permission by Float. All other trademarks, service marks, product and service names and company names or logos that appear on the Site are the property of their respective owners. The use of the Property on any other website is not allowed. Float prohibits the use of the Property as a "hot" link on or to any other website unless establishment of such a link is approved in advance by Float. You also will not use any trademark, service mark, trade name, domain name or logo of any company or organization in a way that is likely or intended to cause confusion with the Property. Any goodwill arising out of your use of the Property in contravention of this paragraph shall inure to the benefit of and belong to Float.

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Float’s Usage of Information

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Subject to: (a) the terms of any Related Agreement, (b) the terms of the Privacy Policy, and (c) any applicable laws or regulations, you grant to Float a worldwide, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, create derivative works from, sell, distribute and/or incorporate information generated by your usage of the Float Platform and Materials into any form, medium or technology for the purposes of improving user experience with the Float Platform specifically and client experience with Float generally and developing and providing products and services to Float’s clients and prospective clients.

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Privacy

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By using the Float Platform and/or Materials, you signify your ongoing and continuing consent to Float’s privacy policy, available at www.float.tech (the “Privacy Policy”). The Privacy Policy is incorporated into and forms part of these Terms of Service. In the event of any inconsistency between the Terms of Service and the Privacy Policy, the Terms of Service shall prevail. Personal information that you supply to Float, and any information about your use of the Float Platform that Float obtains from you will be subject to the Privacy Policy. In addition, Float email addresses are provided solely for user queries relating to the Float Platform. The capture of Float emails for use with unsolicited email is not permitted.

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‍Links

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For your convenience only, Float may provide links within the Float Platform to other websites operated, sponsored or maintained by third parties. Float exhibits no control over such third-party websites and Float is not responsible for their content or the privacy practices thereof. Float makes no representations or warranties and accepts no responsibility for the quality, content, nature or reliability of any third-party web site or service accessible by hyperlink from the Site. Float has not tested any information, software or products found on any such third-party sites. The fact that Float has provided a link to a third-party website does not constitute an endorsement, recommendation, authorization, sponsorship, or affiliation by Float with respect to such site, its owners, or its providers. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through this Site, are solely between you and such advertiser. This includes payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings. You agree that Float will not be responsible or liable for any loss or damage incurred as the result of any such dealings.

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‍‍Risks Associated with Analytical Tools and Models

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All Materials related to analytical tools and models are provided for illustrative purposes only. Any such information may be based on models, which may be models proprietary to Float and/or third-party models that Float considers reliable and appropriate. These models may include large language models and artificial intelligence applications. Such models, however, may prove to be ineffective in performing their expected purpose. Alternative modeling techniques may produce different results that might prove to be more appropriate and differ significantly from data or information presented herein. Any models utilized within the Float Platform and Materials may rely on assumptions that prove to be inaccurate, incomplete or ineffective, and produce output which is incorrect. You should exercise caution and human judgment when utilizing the outputs of these technologies. You are solely responsible for how you use the Materials and any decisions you make based on them.

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Third-Party Information and Data

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The Float Platform and Materials may contain information that is constituted, based upon or calculated using data or other information received from third parties which Float considers reliable. Float does not, however, represent that any such information is accurate or complete, nor should it be relied upon as such. Float in no way endorses or adopts any statement made in any such third party materials.

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These Terms of Service are not intended to, and will not, transfer or grant any rights in or to the Float Platform and Materials other than those which are specifically described herein, and all rights not expressly granted herein are reserved by Float or the third party providers from whom Float has obtained the information. Such third party providers shall have no liability to you for monetary damages on account of the information provided to you via the Float Platform and Materials.

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Information on the Float Platform

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The economic and legal terms of any transaction between you or any counterparty may be materially different from the terms contained on or generated by the Float Platform. Information about your positions on the Float Platform may be incomplete. Float makes no representation that any such data is inclusive of all positions or activity known to Float, and the Float Platform should not be relied upon as a full view of your market activity/positions.

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Electronic Signatures

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By using a part of the Float Platform that facilitates electronic signatures, you agree to do business electronically and to use electronic records and signatures. There may be laws where you reside governing what types of documents and transactions are appropriate for such signatures. It’s your responsibility to ensure that the electronic signature functionality provided within the Float Platform is appropriate for your scenario. If the Float Platform includes sample documents (like a confirmation template), these documents are for informational purposes only.

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System Outages, Slowdowns, and Capacity Limitations

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You may experience difficulty accessing the Float Platform or communicating with Float through the Internet or other electronic and wireless services due to, among other things and including, but not limited to, high Internet traffic, systems capacity limitations or other transmission problems. Any computer system or other electronic device, whether it is yours, an Internet service provider's or Float's can experience unanticipated outages or slowdowns, or have capacity limitations.

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Disclaimer of Warranties

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THE FLOAT PLATFORM AND MATERIALS ARE PROVIDED BY FLOAT ON AN “AS IS” AND “AS AVAILABLE” BASIS AT YOUR SOLE RISK. NEITHER FLOAT NOR ANY AFFILIATE OF FLOAT, NOR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, CONSULTANTS OR LICENSORS (EACH A “RELATED PARTY”) MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE FLOAT PLATFORM AND MATERIALS OR THE OPERATION OF THE FLOAT PLATFORM. YOU EXPRESSLY AGREE THAT YOUR USE OF THE FLOAT PLATFORM AND MATERIALS ARE AT YOUR SOLE RISK AND RESPONSIBILITY.

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TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLOAT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, CORRECTNESS, FITNESS FOR A PARTICULAR PURPOSE OR USE, UNINTERRUPTED SERVICE OR ERROR-FREE SERVICE, PERFORMANCE, TITLE, NON-INFRINGEMENT, OR THE SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE SITE, OR THAT USE OF THE FLOAT PLATFORM AND MATERIALS WILL NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHT. FLOAT DOES NOT REPRESENT OR WARRANT THAT THE FLOAT PLATFORM AND MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, CORRECT, OR ERROR-FREE OR THAT THE FLOAT PLATFORM AND MATERIALS, INCLUDING ITS SERVERS, ARE FREE OF ANY HARMFUL COMPONENTS. FLOAT CANNOT ENSURE THAT THE FLOAT PLATFORM AND ANY MATERIALS YOU ACCESS OR DOWNLOAD (WHETHER VIA YOUR PROGRAM(S) OR OTHERWISE) WILL BE FREE OF ERRORS, DEFECTS, VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. NEITHER FLOAT, NOR ANY AFFILIATE OR FLOAT, NOR ANY RELATED PARTY SHALL HAVE ANY RESPONSIBILITY TO MAINTAIN THE FLOAT PLATFORM AND MATERIALS OR TO SUPPLY ANY CORRECTIONS, UPDATES, OR RELEASES IN CONNECTION THEREWITH.

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YOU ACKNOWLEDGE THAT: (I) YOU MAY EXPERIENCE INTERRUPTIONS OR ERRORS IN THE FLOAT PLATFORM; AND (II) THE FLOAT PLATFORM AND MATERIALS MAY, FROM TIME TO TIME, BE UNAVAILABLE. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

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‍Limitation of Liability

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TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL FLOAT OR ANY AFFILIATE OR RELATED PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR PENALTIES WHATSOEVER, AS WELL AS DAMAGES FROM DELAY OF DELIVERY, LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES, FROM THE CORRUPTION, DAMAGE OR RECOVERY OF DATA, FROM BREACHES OF DATA OR SYSTEM SECURITY, OR FOR THE FAILURE OF ANY CONNECTION OR COMMUNICATION SERVICE TO PROVIDE OR MAINTAIN YOUR ACCESS TO THE FLOAT PLATFORM AND MATERIALS, OR FOR ANY INTERRUPTION OR DISRUPTION OF SUCH ACCESS OR ANY ERRONEOUS COMMUNICATION BETWEEN FLOAT AND YOU, REGARDLESS OF WHETHER THE CONNECTION OR COMMUNICATION SERVICE IS PROVIDED BY FLOAT OR A THIRD PARTY SERVICE PROVIDER, OR LOSSES ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR YOUR INABILITY TO USE THE FLOAT PLATFORM OR MATERIALS HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR OTHERWISE, EVEN IF FLOAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. NEITHER FLOAT OR ANY AFFILIATE OR RELATED PARTY SHALL HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, TO YOU OR TO THIRD PARTIES, FOR THE CORRECTNESS, QUALITY, ACCURACY, TIMELINESS, RELIABILITY, PERFORMANCE, CONTINUED AVAILABILITY, COMPLETENESS OR DELAYS, OMISSIONS, OR INTERRUPTIONS IN THE DELIVERY OF THE FLOAT PLATFORM AND MATERIALS OR FOR ANY OTHER ASPECT OF THE PERFORMANCE OF THE FLOAT PLATFORM OR FOR ANY FAILURE OR DELAY IN THE EXECUTION OF ANY ACTIONS THROUGH THE FLOAT PLATFORM. FLOAT WILL HAVE NO RESPONSIBILITY TO INFORM YOU OF ANY DIFFICULTIES EXPERIENCED BY FLOAT OR THIRD PARTIES WITH RESPECT TO THE USE OF THE FLOAT PLATFORM AND MATERIALS OR TO TAKE ANY ACTION IN CONNECTION THEREWITH. HOWEVER NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR RESTRICT ANY DUTY OR LIABILITY THAT FLOAT HAS WHICH MAY NOT BE EXCLUDED OR RESTRICTED AS A MATTER OF APPLICABLE LAW.

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‍TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY TO FLOAT, ANY AFFILIATE OR RELATED PARTY FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, SHALL IN NO EVENT BE GREATER THAN TWENTY-FIVE UNITED STATES DOLLARS ($25.00), REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THIS LIMITATION SHALL SURVIVE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THESE TERMS OF SERVICE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

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‍Indemnification

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You agree to defend, indemnify, and hold harmless Float, its affiliates and Related Parties from all suits, liabilities, claims, losses, damages, judgements, costs and expenses (including attorney’s fees), that arise or are incurred from any claim or demand, made by any third party due to or arising out of your use, or your Program’s use, of the Float Platform and/or Materials and for any violation of these Terms of Service. Float reserves the right, at Float’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Float in asserting any available defenses.

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Changes to the Float Platform

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Float reserves the right, in its sole discretion with or without notice at any time and from time to time, to make unscheduled deployments of changes, updates or enhancements, to the Float Platform, add or remove functionality or features, and may discontinue any or all parts of the Float Platform altogether. Float is under no obligation to update the Float Platform. Float reserves the right to interrupt the operation of the Float Platform, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction, or other changes. You agree that Float will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Float Platform.

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‍Changes to Terms of Service

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Float reserves the right, in its sole discretion, to change or modify these Terms of Service, whether in whole or in part, without notice. If Float changes the Terms of Service, Float will post such new terms on the Site and any such changes or modifications will become effective upon posting. Your access to and use of the Float Platform, following the posting of any such changes or modifications, will constitute your acceptance of the Terms of Service as revised.

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Applicable Law, Jurisdiction and Claims

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THESE TERMS OF SERVICE ARE MADE UNDER, AND WILL BE CONSTRUED ACCORDING TO, THE LAWS OF THE STATE OF NEW YORK. The parties agree that the Uniform Computer Information Transaction Act (or any statutory implementation of it) and the United Nations Convention on the International Sale of Goods will not apply with respect to these Terms of Service or the parties’ relationship. Subject to the last sentence of this section, any claim, dispute or controversy arising out of or relating to these Terms of Service shall be resolved by arbitration in accordance with the provisions of the commercial or business rules of the American Arbitration Association. The arbitration shall be held in New York and conducted in English. Notwithstanding the foregoing, a party may seek preliminary judicial relief (such as a preliminary injunction) from the state and federal courts located in New York, if in its judgment, such action is necessary to avoid irreparable damage, and such courts shall have exclusive jurisdiction and venue over all matters relating to such preliminary relief.

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Termination

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Float reserves the right to terminate your use of the Float Platform and Materials, including the right to remove any information provided to Float by you or posted to the Float Platform, in the event that you violate the Terms of Service, any Related Agreement, any rules or guidelines posted on the Float Platform, any applicable federal, state or local laws, or for any other reason that Float shall determine in its sole discretion. You understand that any termination of your account, by you or Float, may involve the permanent deletion of your data and/or information.

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You may terminate your use of the Float Platform and Materials at any time with notice to Float, whereupon you must cease using or accessing the Float Platform and Materials for any purpose whatsoever.

Upon any such termination by either you or Float, or at the request of Float, you must promptly return, destroy, or permanently erase all copies of materials downloaded or otherwise obtained from the Float Platform (on all forms of physical and electronic media), and certify such return, destruction, or erasure (as the case may be) to Float. Notwithstanding the foregoing, you may retain copies of such information to the extent such copies are electronically stored pursuant to your ordinary course backup procedures (including, without limitation, those regarding electronic communication), and otherwise as reasonably necessary to comply with any applicable laws and regulations, in each case so long as you maintain such information in confidence as required under these Terms of Service and any Related Agreement, and do not use any such information for any other purpose (including, without limitation, use in support of, or development of, any product, existing or in the future). Notwithstanding any such termination, the sections contained in these Terms of Service entitled Use of Float, Prohibited Activities, Proprietary Rights, Float’s Usage of Information, Disclaimer of Warranties, Limitation of Liability, Indemnification, Applicable Law, Jurisdiction and Claims, Termination, Float’s Development Rights and Confidentiality shall survive any such termination.

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Float’s Development Rights

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Nothing in these Terms of Service will impair Float’s right to develop, acquire, license, market, promote, distribute or otherwise in any manner deal with any products, software or technologies or offer any products that perform the same or similar functions as, or otherwise compete with, any products software or technologies that you may develop, produce, market or distribute. Float will be free to use any information, suggestions or recommendations you provide to Float in connection with the Float Platform and Materials.

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Confidentiality

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Float's communications to you via the Float Platform (whether via Your Program(s) or otherwise) may contain confidential information. Float's confidential information includes any materials, communications, and information that is marked confidential or that is not so marked, but would normally be considered confidential under the circumstances, including any Access Methods provided to you by Float. If you receive any such information, then you will not disclose it to any third party without Float's prior written consent nor use it for any purpose other than the purpose for which the confidential information is disclosed. You will also make all reasonable efforts to prevent and discourage others from accessing the confidential information. Float's confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose Float’s confidential information when compelled to do so by law if you provide Float reasonable prior notice, unless a court orders that Float not receive notice.

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Force Majeure

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Float is not responsible for damages, delays, or failures in performance resulting from acts or occurrences beyond its reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; any labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; or inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

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‍Copyright Complaints

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Float respects your intellectual property rights as well as the rights of other third parties. If you believe that your work has been copied in a way that constitutes copyright infringement, please e-mail Float at info@float.tech.

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‍Notice

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You agree that Float may provide notice to you and other information concerning the Float Platform electronically, including through the Float Platform and via any email address supplied by you.

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General Provisions

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You agree to comply with all applicable laws and regulations. The terms and conditions set forth herein, and in any Related Agreement, constitute the entire agreement between you and Float with respect to the use of the Float Platform and Materials, superseding any prior or contemporaneous written or oral agreements or understandings between you and Float relating to the Float Platform and Materials. The waiver by one party of any default of the other party shall not waive subsequent defaults of the same or different kind. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Service will continue in full force and effect. The failure of either party to act with respect to a breach of these Terms of Service does not constitute a waiver and will not limit such party’s rights with respect to such breach or any subsequent breaches. The rights and remedies of the parties under these Terms of Service are cumulative and are in addition to any other rights and remedies available at law or in equity.

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You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms of Service. Any such attempted assignment, transfer or sublicense is void. Float may assign any or all of its rights or obligations under these Terms of Service. Float may amend these Terms of Service as set forth herein. You may not amend or modify these Terms of Service.

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Last Revised: August 9, 2024

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