OBLIGOR USER AGREEMENT

This Obligor User Agreement dated as of the date you register for an account with BondLink (the “Effective Date”) (and together with the BondLink Terms of Service and Privacy Policy, the “Agreement”) is entered into between BondLink, Inc.  (“BondLink,” “we,” “us” or “our”) and the entity for which the account is created (“you,” “your” or “Obligor User”). You and BondLink are also sometimes referred to in this Agreement individually as a “party” and collectively as the “parties”.  

The Agreement governs access to and use of the Services (as defined below) by Obligor and the Obligor’s website at a URL to be agreed to by the parties (the “Site”). The debt management and investor relations platform, BondLink Content (as defined below), products, and services made available by BondLink, including without limitation, on or through the BondLink platform and the Site is collectively referred to herein as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Agreement.

TERMS OF SERVICE AND PRIVACY POLICY. By entering into the Agreement, you are indicating that you have read the Agreement and all applicable terms and conditions of our Terms of Service and Privacy Policy which are each incorporated herein by reference and made an integral part of the Agreement and, you hereby accept, without limitation or qualification, and agree to be bound by, all of the terms and conditions of the Agreement. In the event there is any conflict between the Terms of Service and this Obligor User Agreement, the provisions of this Obligor User Agreement shall apply. Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Terms of Service. 

ACCOUNT REGISTRATION AND RESPONSIBILITIES. 

1. To access and use the Services, you must register for a BondLink account and you represent and warrant that all information provided to BondLink in connection with the Agreement, including in the process of registration for the Services, is true, accurate, and complete.
2. If you are creating an account on behalf of your employer, your employer shall be the “Obligor User,” “you” or “yours” for purposes of the Agreement.  Such employee hereby represents and warrants that he/she is your employee or agent and has the legal authority to bind you to the Agreement.  
3. You can create one or more employee accounts allowing your authorized employees to access the Account for internal use only. You can also request that BondLink provide access to your Account for your advisors, such as financial advisors and counsel.  Please contact support@bondlink.com to create accounts for advisors. Your authorized employees, representatives, advisors, consultants, and agents are called “Representatives”. 
4. The Obligor User is responsible and liable for the acts, omissions and defaults from use of its Representatives of the Services and such Representative’s compliance with the terms and conditions of the Agreement as if they were the Obligor User’s own acts, omissions or defaults. 
5. If you will be using a URL or domain that is not registered to nor provided by us, you represent and warrant that you have all necessary rights to deploy, access, and provide the Services via such URL or domain, including any rights that must be granted to us, and by using the Services with any URL or domain grant us any such rights for the Services Term. If using a domain name procured through BondLink, domain registration will be present to automatically renew each year so long as your Account remains active.  It is your sole responsibility to cancel this renewal. The URL and domain specific to the Services for you is listed on your account. 

YOUR CONTENT. 

1. By using our Services to publish and display financial and operating information, historical debt information, financial statements, expenditure reports, other financial and economic data, your business name(s), trademarks, service marks or logos (collectively, “Your Content”), you agree to allow (a) any internet user to view Your Content that you post publicly to your Site and (b) BondLink to store, and in the case of Your Content that has been publicly posted to your Site, to display and use Your Content.  
2. As between you and BondLink, you own all right, title and interest in Your Content.  However, by making Your Content publicly available on your Site, you acknowledge and agree that Your Content will be available to the general public.
3. You represent and warrant to us that you have all necessary rights to distribute Your Content, either because you are the author and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of Your Content. 
4. You upload and publish Your Content via the Services at your own risk. BondLink has no ability – in the absence of a specific grant of authority by you – to publish, maintain, or communicate any of Your Content. In the event that you request BondLink assist you with uploading Your Content to the Site, you acknowledge and agree that you are responsible for Your Content to the same extent as if you uploaded it directly.  
5. You acknowledge and agree that (a) BondLink has not prepared or developed any of Your Content; (b) BondLink does not view or monitor Your Content; and (c) you have sole responsibility for the accuracy and quality of Your Content and for ensuring that your collection and use of Your Content complies with Applicable Law, including those related to data privacy and transmission of personal data. 
6. You hereby grant to us and our authorized personnel a worldwide, royalty-free, fully-paid, non-exclusive, transferable and sublicensable license to copy, publicly perform, publicly display, publish, distribute, analyze and otherwise exploit Your Content as we in our sole and absolute discretion deem appropriate.

REPRESENTATIONS. 

BondLink represents and warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally prevailing industry standards.  For any breach of this warranty, Your exclusive remedy and BondLink’s entire liability will be the re-performance of the applicable work.  If BondLink is unable to perform such work as warranted, You will be entitled to recover all fees paid to BondLink for such work that is not compliant with the standards above, provide that such amount shall in no event exceed the fees paid by You within the prior 12 month period.   You must make any claim under the foregoing warranty to BondLink in writing within ninety (90) days of performance of such work in order to receive such warranty remedies.

TERM & TERMINATION. 

1. The “Initial Services Term” commences on the Effective Date and will terminate upon the earlier of (i) the first anniversary of the Effective Date or (ii) the date either party terminates the Agreement as set forth herein.   If Obligor desires to continue to receive the Services after the Initial Services Term, the Obligor and BondLink shall enter into an amendment to the user agreement to address the new term and fees.
2. Either party may terminate this Agreement for material breach of this Agreement by the other party by giving written notice to the defaulting party (“Breach Notice”) and, in the case of breaches capable of cure, allowing a thirty (30) day period from the date of the Breach Notice to cure the breach. Your (i) failure to pay any fees under the Agreement when due and (ii) you or your Representatives breach of the Restrictions on Use shall be deemed a material breach of the Agreement.
3. Unless you and BondLink agree otherwise, for a period of thirty (30) days after termination for any reason, BondLink will make available to you for download in a mutually agreeable format Your Content and any other records stored in your Account. After such thirty (30) day period, BondLink will have no obligation to retain or provide you with access to Your Content and any other records stored in your Account, except as required by Applicable Law.

PRIVACY OF PERSONAL INFORMATION COLLECTED FROM PROSPECTIVE INVESTORS AND SITE TERMS OF USE. Your use of the Services is solely at your discretion. BondLink will not make any of your registration information available to a prospective investor and prospective investors have complete control and discretion whether or not to share with you their personal or financial information (“Personal Information”). You represent to BondLink that you will comply with all Applicable Law, including when interacting with prospective investors. You acknowledge and agree that BondLink cannot be and shall not be responsible for any violations of those laws by you using the Services. You represent that you have all necessary rights and permissions to allow BondLink to process, store, and transfer any data provided by you to BondLink for the provision of the Services.  BondLink has a Privacy Policy disclosing what information we collect about visitors, including prospective investors, to the Site and registered users of the Services, how we use such information, and the steps we take to secure such information.  

PAYMENT OF FEES.  During the Initial Services Term, all fees are waived.  If Obligor desires to continue to receive the Services after the Initial Services Term, the Obligor and BondLink shall enter into an amendment to the user agreement to address the new term and fees.  

ASSIGNMENT;THIRD PARTY BENEFICIARIES.  The Obligor shall not be permitted to assign or transfer this Agreement without the prior written consent of the BondLink. Except for BondLink and the Obligor, no person or entity who is not party to this Agreement shall have any right to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.  This does not affect any permitted assignee or transferee.

NOTICES. Any notices provided by BondLink under this Agreement may be delivered to you via U.S. mail or to the email address(es) that was used to set up your account. You hereby consent to receive notice from BondLink through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Any notices to BondLink under this Agreement must be delivered via first class registered U.S. mail, overnight courier, to BondLink, 9 Channel Center, 6th Floor, Boston, MA 02210.

ELECTRONIC COMMUNICATIONS AND SIGNATURES. You agree to the use of electronic communication in order to enter into agreements, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.