Raze Business SaaS License

Raze Fintech Inc.
SaaS Agreement

This Software as a Service Agreement (“SaaS ”) is entered into and made effective as of [date] (“ Effective Date”), by and between (“ Party/ies ”), [name] (“Subscriber”), and Raze Fintech, Inc. (“Licensor” or “RAZE”) having an address at 1621 Central Avenue, Cheyenne, Wyoming 82001.

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions
   1. "Agreement". shall mean the SaaS, the Order Form, and any written amendments signed by both Parties;
   2. "Application". shall mean the Licensor-developed application used by Subscriber for the Service hereunder;
   3. "Authorized Users" shall mean Subscriber’s employees and independent contractors working for Subscriber in the ordinary course of Subscriber’s business who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by Subscriber to access the Service. Only Authorized Users shall be permitted access to the Service. Except as set forth herein, no persons or entities who are not legal employees of Subscriber or independent contractors consulting for Subscriber in the ordinary course of Subscriber’s business may be Authorized Users;
   4. "Billing Start Date" shall mean the date identified on the Order Form as the date from which billing shall be calculated (which under no circumstances shall be later than the Service Start Date, as defined below);
   5. "Service(s)" shall mean Licensor’s platform subscribed to by Subscriber hereunder;
   6. Service Start Date shall mean the date from which Subscriber receives the applicable Service;
   7. "Fees" shall mean the fees payable pursuant to Section 3 hereof;
   8. "Order Form" shall mean the ordering documents for purchases hereunder, including addenda thereto, that are mutually executed by the Parties. Order forms shall be deemed incorporated herein by reference;
   9. "NFT" shall mean non-fungible token.
   10. "Service Fee" shall mean the percentage of the gross value of a given transaction.
   11. "Term" shall mean the period of time identified in the Order Form during which Service shall be provided, or any renewal term, as applicable;
   12. "Vendor" shall mean the single distributor that delivers the Service to Subscriber as identified on the Order Form, subject to Licensor’s continuing authorization of such Vendor’s Application.
2. Restrictions on Use.
   1. Subscriber shall not edit, alter, abridge or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices.
   2. Subscriber may not, and may not permit others to:
      
      1. reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the Service or other related software, as applicable;
      2. modify, translate, adapt, alter, or create derivative works from the Service;
      3. copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Service; or
      4. distribute, sublicense, rent, lease, or loan the Service to any third Party or grant any third-Party access to or use of the Service;
      5. remove, alter, or obscure any proprietary notice that appears on the Service or on any copies made in accordance with this Agreement;
      6. use the Service for the purposes of competing with Licensor, including without limitation as competitive intelligence;
      7. publish or disclose the results of any benchmarking of the Service, or use such results for any other software development activities;
      8. use the Service for any purpose other than for minting of applicable non-fungible tokens;
         
         use the Service, or allow the transfer, transmission, export, or re-export of all or any part of the Service or any product thereof, in violation of any export control laws or regulations of the United States or any other relevant jurisdiction;
      9. use the Service in a manner that violates any applicable local, state, national, or international law or governmental regulation, policy procedure or ordinance, or any rights of a third party; and
      10. use the Service if this license has been terminated by Licensor;
3. Fees and Payment.
   1. Fees. Subscriber will pay ongoing license fees with a minimum commitment specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form; (i) fees are quoted and payable in United States dollars (or equivalent in cryptocurrency); (ii) fees are based on Service purchased and not actual usage; and (iii) payment obligations are non-cancelable, and fees paid are non-refundable.
   2. Invoicing and Payment. The RAZE Platform and Services will collect Service Fees either automatically or through invoice. RAZE will then issue invoices reflecting the collection of those Service Fees upon the completion or other relevant event as may be set forth in the applicable Order Form (e.g. minting NFTs, transfer of NFTs through the RAZE Platform or Services, etc.). RAZE will otherwise issue invoices for services provided under this Agreement including without limitation those for setup, and Subscriber will be invoiced monthly in advance and otherwise in accordance with the relevant Order Form with fees for all Order Forms combined into a single billing cycle. Setup fees are nonrefundable. Unless otherwise stated in the Order Form, fees are due upon receipt once invoiced. Subscriber is responsible for maintaining complete and accurate billing and contact information in the Services. Ongoing use of platform requires SaaS fees be paid when due and any “mint fees” which will be collected upon minting of security tokens (e.g. NFTs) using the RAZE Securities Platform unless otherwise specified herein and otherwise in accordance with the relevant Order Form with fees for all Order Forms combined into a single billing cycle.
   3. Late Payments. If any undisputed amounts invoiced hereunder are not received by Licensor by the due date, then at Licensor's discretion: (i) such charges may accrue late interest at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; (ii) Licensor may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the “Invoicing and Payment” Section above; or both (i) and (ii). If a bona fide good faith dispute exists regarding amounts due on an invoice, Subscriber will pay the undisputed items and promptly report the disputed items to Licensor and work diligently to promptly resolve such dispute. Subscriber will pay the amount, if any, mutually agreed to be due with respect to any disputed items promptly after resolution of the dispute.
   4. Suspension of Service. If any charge owing by Subscriber is fifteen (15) days or more overdue or if Subscriber is in default of any other provision of this Agreement, Licensor may, without limiting its other rights and remedies, suspend any or all of the Services until Subscriber is in compliance with its obligations.
   5. Taxes. Unless otherwise stated, Licensor’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including without limitation value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “Taxes”). Subscriber will be responsible for, and will promptly pay or reimburse Licensor for, the payment of all Taxes (or other similar charges) including any interest and penalty imposed thereon as a result of any act or omission of Licensor that is in accordance with the direction or request of Subscriber that are based on or with respect to any Services or goods provided by Licensor to Subscriber, or the amounts payable to Licensor therefore.
4. Access.
   The Service may be delivered to Subscriber via the Raze Fintech Inc. platform (found at http://raze.finance) (the “Licensor Platform” or the “RAZE Platform ”).
5. Proprietary Rights.
   
   1. Ownership. As between Licensor and Subscriber, Licensor exclusively owns all right, title, and interest in and to the Service and the underlying applications. Licensor will retain exclusive ownership of (including all Intellectual Property Rights contained therein) any ideas, concepts, know-how, techniques, expertise, tools, methods, or other materials used in connection with performing the Service: (i) that have been previously developed or are separately developed by Licensor; (ii) that represent an improvement, change, modification, or enhancement thereof; (iii) that are authored, created, invented, developed, or reduced to practice by Licensor in the course of performing the Service; or (iv) that are of general application and not unique or specific to Subscriber. Subscriber agrees to assign, and upon creation thereof automatically assigns, to Licensor, its successors and assigns, ownership of all such rights in their entirety, without further consideration. From time to time upon Licensor's request and at Licensor's expense, Subscriber and its personnel agree to confirm such assignments by execution and delivery of written documentation in the form provided by Licensor.
   2. Suggestions. Licensor will have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations, or other feedback provided by Subscriber, including Authorized Users, relating to the operation of the Service, excluding the Confidential Information (as defined herein) of Subscriber pertaining to its business.
6. Indemnification.
   
   1. Indemnification by Licensor. Subject to the provisions of this Agreement, Licensor will defend, indemnify, and hold Subscriber harmless against any loss, damage, or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Subscriber by a third party: (i) alleging that the use of the Services as contemplated hereunder infringes the U.S. intellectual property rights of a third party; or (ii) based on a breach by Licensor of its confidentiality obligations under this Agreement, provided that Subscriber: (a) promptly gives written notice of the Claim to Licensor; (b) gives Licensor, at Licensor's expense, sole control of the defense and settlement of the Claim (provided that Licensor may not enter into any settlement or compromise for any Claim that would adversely affect Subscriber without Subscriber's prior written consent); and (c) provides to Licensor, at Licensor's cost, all reasonable assistance. If there is a material, bona fide claim (or threat of a claim) of infringement, misappropriation, or violation of any intellectual property right or other right of any third party in connection with the Services, Licensor will promptly: (1) procure for Subscriber the right to continue using the Service, as applicable; or (2) replace or modify the Service to make it non-infringing without material adverse impact on the functionality of the Services. If neither of the above remedies is commercially practicable, Licensor may terminate the Agreement and refund to Subscriber a prorated portion of the prepaid fees paid by Subscriber for Services as measured from the effective date of termination or suspension of service, provided, however, that Licensor will provide Subscriber with no less than two months’ notice prior to such termination (or such shorter period equal to the remainder of the term of this Agreement, if less than two months remain in the term of this Agreement), and that during such period, Licensor will continue to provide the Services with no material loss of functionality. Licensor's obligation to provide the Services after notice of termination as set forth in the prior sentence will not apply if the provision of such Services, in Licensor's sole opinion, would cause Licensor to continue to incur damages for infringement. Further, Licensor will have no liability to indemnify, defend, or hold Subscriber harmless if the alleged infringement is based on Subscriber's use of the Service other than in accordance with this Agreement or Claims resulting solely from Subscriber's alteration of the Services (excluding Licensor-initiated modifications).
   2. Indemnification by Subscriber. Subscriber will defend Licensor against any Claim made or brought against Licensor by a third party alleging that the Subscriber Data (as defined in Section 8(e)) or Subscriber's use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. Subscriber will indemnify Licensor for any damages finally awarded against, and for reasonable attorney's fees incurred by, Licensor in connection with any such Claim, provided that Licensor: (i) promptly gives Subscriber written notice of the Claim; (ii) gives Subscriber sole control of the defense and settlement of the Claim (provided that Subscriber may not settle or defend any Claim unless it unconditionally releases Licensor of all liability); and (iii) provides to Subscriber all reasonable assistance, at Subscriber's cost.
   3. Exclusive Remedy. This Section 6 states the indemnifying Party's sole liability to and the indemnified Party's exclusive remedy against the other Party for any type of Claim described in this Section.
7. Limitation of Liability. OTHER THAN AS MAY BE SET FORTH HEREIN, LICENSOR AND ITS SUPPLIERS (INCLUDING WITHOUT LIMITATION ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (i) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (ii) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (iii) FOR ANY MATTER BEYOND LICENSOR’S REASONABLE CONTROL; OR (iv) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY SUBSCRIBER TO LICENSOR FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
8. Term; Early Termination.
   
   1. Term of Agreement. This Agreement commences on the Effective Date and continues until all Order Forms mutually executed in accordance with this Agreement have expired or have been terminated.
   2. Term of Services. Services commence on the Service Start Date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all Service subscriptions will automatically renew for additional periods equal to the expiring subscription term or three (3) years (whichever is shorter), unless Subscriber gives Licensor notice of non-renewal at least 30 days before the end of the relevant subscription term. The recurring pricing during any automatic renewal term will be the same as that during the immediately prior term unless Licensor has given Subscriber written notice of a pricing change, in which case the pricing change will be effective upon renewal and thereafter.
   3. Termination for Cause. A Party may terminate this Agreement for cause: (i) upon 30 days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; (ii) as provided for in this Agreement; or (iii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors which results in a rejection or termination of this Agreement or a suspension in Services.
   4. Refund or Payment upon Termination. Upon any termination for cause by Subscriber, Licensor will refund Subscriber any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. In no event will any termination relieve Subscriber of the obligation to pay any fees payable to Licensor for the period prior to the effective date of termination. Setup fees are non-refundable once work has begun.
   5. Transition Assistance; Return of Subscriber Data Licensor will, if so requested by Subscriber, enter into a Professional Services Agreement to provide Subscriber with such assistance as Subscriber may reasonably require in transitioning to a new service provider. If so requested by Subscriber, Licensor will continue to provide any or all of the Services, subject to Subscriber's payment for those Services at the rates provided in this Agreement, for a period up to six (6) months after either Party gives notice of termination of this Agreement. Upon request by Subscriber made at any time before or within 45 days after the effective date of termination, Licensor will make available to Subscriber for download, at no additional cost to Subscriber, a file of all electronic data or information furnished, disclosed, or otherwise made available to Licensor by or on behalf of Subscriber pursuant to this Agreement, including such data that is collected, processed, or generated by, or stored with, the Services (“Subscriber Data”). After such 45-day period, Licensor will have no obligation to maintain or provide any Subscriber Data and will thereafter, unless legally prohibited, delete all Subscriber Data in its systems or otherwise in its possession or under its control. Whether or not so provided in a Professional Services Agreement, Licensor shall be entitled to recover its standard fees for retention of Subscriber Data after termination of this Agreement if so required by Subscriber or legal authority.
9. Confidentiality.
   
   1. Definition of Confidential Information. As used herein, “ Confidential Information ” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limitation, Confidential Information of Subscriber will include Subscriber Data and Confidential Information of Licensor will include the Services; and Confidential Information of each Party will include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) is or was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is or was received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) is or was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
   2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party the Receiving Party will: (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
   3. Protection of Subscriber Data. As between Licensor and Subscriber, Subscriber exclusively owns all rights, title, and interest in and to all Subscriber Data. Subscriber Data is deemed Confidential Information of Subscriber under this Agreement. Licensor will not access and will cause its Affiliates, agents, contractors, and representatives not to access, Subscriber's user accounts, including Subscriber Data, except to respond to Subscriber's service or technical problems or at Subscriber's request. Without limiting the above, Licensor will use commercially reasonable efforts to maintain the security and integrity of the Services and Subscriber Data. Licensor will not: (i) modify Subscriber Data; (ii) disclose Subscriber Data except as compelled by law in accordance with the “Compelled Disclosure” section below or as expressly permitted in writing by Subscriber; or (iii) access Subscriber Data except to provide the Services and prevent or address service or technical problems, or at Subscriber's request in connection with customer support matters. Licensor will use commercially reasonable efforts (but not less rigorous than accepted industry standards) and enforce administrative, technical, and physical safeguards to: (i) reasonably protect and maintain the security and confidentiality of any Subscriber Data in its possession; (ii) safeguard such Subscriber Data from and against loss or theft or unauthorized access, use or disclosure; and (iii) comply in all material respects with applicable laws and regulations. In the event of an actual, threatened, or suspected breach in the security of any Subscriber Data in its possession, Licensor will take such steps as may be required by applicable law as reasonably necessary to prevent or halt such activity and will promptly notify Subscriber.
   4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure or obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
10. Warranties; Disclaimers.
    
    1. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW
    2. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:
       1. it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization;
       2. it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;
       3. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and
       4. when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
    3. Subscriber Representations and Warranties.The Subscriber represents, covenants, and warrants that:
       1. Subscriber will use the Application only in compliance with Licensor’s standard published policies then in effect, including without limitation the Terms of Service (found at https://raze.finance/terms-conditions/) and Privacy Policy (found at https://raze.finance/privacy-policy/), and
       2. Subscriber will comply with all applicable laws in its use of the Services, including without limitation the Securities Act of 1933 and the Exchange Act of 1934.
11. Miscellaneous
    1. Notice. All notices to a Party hereunder shall be in writing, and will be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; or (iii) except for notices of termination or an indemnifiable claim, the first business day after sending by email. Notices shall be sent to the address(es) set forth herein or to a different address which a Party may give written notice of pursuant to this Section from time to time.
    2. Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
    3. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety (including all Order Forms), without consent of the other Party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
    4. Survival. The following obligations of the Parties will survive termination or expiration of this Agreement for any reason: Sections 6, 7, 8 (but only for three (3) years after such termination or expiration), 9, and 11 of this Agreement and any payment obligations of Subscriber that accrue prior to such termination or expiration.
    5. Digital and Electronic Execution; Copies and Delivery; Counterparts. This Agreement and any Order Form or other document incorporated herein may be executed and delivered electronically, and electronic copy or confirmation of this Agreement may be executed by digital scan, and in counterparts, which taken together will form one legal instrument.
    6. Waiver of Rights. Except where specifically stated to the contrary, all remedies available to either Party for breach of this Agreement are cumulative and nonexclusive. A waiver or failure of either Party at any time to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter.
    7. Injunctive Relief. Either Party shall be entitled, in addition to any other rights available under this Agreement, to seek injunctive relief without any requirement to post a bond or other security.
    8. Severability. If any provision or portion thereof of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent by any court of competent jurisdiction, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
    9. Choice of Law and Venue. This Agreement, as well as any and all disputes arising out of or related hereto, will be governed by and construed in accordance with the laws of the State of Florida, United States of America (“Florida”), without regard to any conflict or choice of law principles. Each of the Parties shall submit to the jurisdiction of the courts of Florida located in Hillsborough County, Florida, or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court sitting in Hillsborough County, Florida in any actions or proceedings arising out of or relating to this Agreement. Each of the Parties, by execution and delivery of this Agreement, expressly and irrevocably: (i) consents and submits to the personal jurisdiction of any such courts in any action or proceeding; (ii) consents to the service of any complaint, summons, notice, or other process relating to any such action or proceeding by delivery thereof to such Party as set forth in Section 13(a); and (iii) waives any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction, improper venue, or forum non conveniens or any similar basis.
    10. Force Majeure. Neither Party will be liable for any delays or other non-performance resulting from circumstances or causes beyond its reasonable control, including fire or other casualty, acts of God, strike or labor dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority (a “Force Majeure”). Performance time will be considered extended for a period of time equivalent to the time lost because of any such excused delay. If any Force Majeure endures more than sixty (60) days, the Parties will meet and review in good faith the desirability and conditions of this Agreement.
    11. Entire Agreement. This Agreement, including all Order Forms, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing (not including transient digital media such as SMS text messages) and signed by the Party against whom the modification, amendment, or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such Order Form will prevail.
    12. Exhibits. The Exhibit “A” (Order Form) is attached hereto and incorporated herein by this reference.

WHEREFORE, the Parties hereto have signed this Agreement.

“Licensor”
Raze Fintech Inc.
[signature]
Print Name: Brian Anderson Title: CEO
Email: ba@raze.finance

“Subscriber”
[user_signature]
Print Name: [name]

Exhibit A
To Raze Fintech Inc. SaaS Agreement
Order Form

SERVICES

This Order Form is issued under and subject to the terms and conditions of Software as a Service Agreement between Raze Fintech Inc., LLC (“Licensor”), and Subscriber effective as of the Effective Date thereof. Capitalized terms appearing but not defined herein shall have the meanings ascribed to them in the Agreement. Upon execution by both Parties, this Order Form shall be incorporated into and made a part of the Agreement. Subject to the terms and conditions of the Agreement, Licensor will provide to Subscriber the following Services for the following fees:

Services Description

1. Term: The term of this Schedule will commence as of the Billing Start Date and will continue for three (3) years (“Initial Term”). After the Initial Term, the Agreement shall automatically renew.
2. Fees: Setup fees are due prior to onboarding commencing. All SaaS fees to use the platform are due at the event of “first money in” defined when the Subscriber raises any amount (from any investor). The fees for the Raze platform are as follows:
   
   * An annual maintenance fee equal to 20% of the one time SaaS fee will be billed upon post campaign raise for continued access to the platform including governance, use of smart contracts for distributions, and access to fundraising tools.
   
   ** Smart Contract Fees only apply when investors use crypto currencies as payment.