1. Agreement to Terms

These Terms of Use ("Terms") constitute a supplemental agreement between BuyTheSell Inc. ("BuyTheSell," "we," "us," or "our"), a company registered in the State of New York, USA with offices at 12 E 49th Street, 11th Floor, New York, NY 10017, and the financial institution or entity ("Client") that has entered into a Master Service Agreement ("MSA") with BuyTheSell for access to and use of the BTS Platform.

These Terms govern the Client's access to and use of the BTS Platform and are expressly incorporated into and supplemental to the MSA. In the event of any conflict between these Terms and the MSA, the MSA shall control. By accessing or using the BTS Platform, the Client agrees to be bound by these Terms. If the Client does not agree, it must immediately discontinue use of the Platform.

These Terms apply to the Client as the contracting entity. The Client is solely responsible for ensuring that its Authorized Users comply with these Terms and all applicable policies.

2. Definitions

"Platform" means the BTS event and conference management software-as-a-service application, including all associated features, interfaces, and updates, hosted by BuyTheSell on the Client's behalf.

"Instance" means the Client's dedicated, single-tenant deployment of the Platform, operated exclusively for the Client's use and isolated from all other clients' deployments.

"Client Data" means all data, content, and information submitted to, stored in, or processed by the Platform by the Client or its Authorized Users, including event details, attendee information, and registration data.

"Authorized Users" means the Client's employees and contractors who are granted access to the Platform by the Client.

"Third-Party Services" means external applications, systems, or services that the Client elects to integrate with the Platform, including but not limited to video conferencing solutions and the Client's internal CRM or calendar systems.

3. Platform License

Subject to the MSA and these Terms, BuyTheSell grants the Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for the Client's internal business operations during the term of the MSA.

The Client may permit its Authorized Users to access the Platform. The Client is responsible for all acts and omissions of its Authorized Users as if they were the acts and omissions of the Client. Access credentials are non-transferable and must not be shared with unauthorized individuals.

All rights not expressly granted herein are reserved by BuyTheSell.

4. Intellectual Property Rights

The Platform, including all underlying software, algorithms, interfaces, documentation, and associated intellectual property, is and remains the exclusive property of BuyTheSell or its licensors and is protected by applicable intellectual property laws. Nothing in these Terms transfers any ownership interest in the Platform to the Client.

The Client acknowledges that it acquires no rights in the Platform other than the limited license expressly set forth herein. The Client agrees not to copy, reproduce, modify, reverse engineer, decompile, disassemble, or create derivative works based on the Platform or any component thereof, except as permitted by applicable law.

BuyTheSell's name, logo, and product names are trademarks of BuyTheSell. The Client is not permitted to use these marks without BuyTheSell's prior written consent.

5. Single-Tenant Architecture and Data Isolation

Each Client is provisioned a dedicated, single-tenant Instance of the Platform. Client Data is logically and physically isolated from the data of other BuyTheSell clients. BuyTheSell does not commingle Client Data across Instances and takes reasonable technical and organizational measures to maintain this isolation.

The single-tenant architecture means that the Client has exclusive use of its Instance, and no other BuyTheSell client may access or view the Client's data, configuration, or usage of the Platform.

6. Client Data Ownership and Processing

As between the parties, the Client retains full ownership of all Client Data. BuyTheSell does not claim any right, title, or interest in Client Data.

BuyTheSell acts solely as a data processor (or service provider, as applicable under relevant law) with respect to Client Data. BuyTheSell processes Client Data only as necessary to provide the Platform in accordance with the MSA and these Terms, and as otherwise directed by the Client. BuyTheSell does not independently collect, sell, share, or use Client Data for any purpose other than providing the Platform.

The Client, as the data controller (or business, as applicable), is solely responsible for: (a) the accuracy, legality, and integrity of Client Data; (b) obtaining any required consents from individuals whose personal data is included in Client Data (including event attendees and registrants); (c) complying with all applicable data protection laws with respect to Client Data; and (d) determining the retention and deletion periods for Client Data.

BuyTheSell will not access, view, or process Client Data except as described in these Terms or as required by applicable law. Upon request, BuyTheSell will promptly return or delete Client Data in accordance with the terms of the MSA.

7. Client Responsibilities and Regulatory Compliance

The Client is solely responsible for ensuring that its access to and use of the Platform complies with all laws, regulations, rules, and internal policies applicable to the Client, including without limitation applicable financial services regulations (such as GLBA, MiFID II, FCA rules, and applicable anti-bribery and entertainment expense regulations), data protection and privacy laws (such as GDPR, CCPA, and other applicable regional laws), and any record-keeping or supervisory obligations imposed on the Client by its regulators.

The Platform is designed as a general-purpose event and conference management tool. BuyTheSell does not represent or warrant that the Platform is pre-validated for compliance with any specific financial regulatory requirement. The Client is responsible for conducting its own compliance assessment prior to and during use of the Platform.

The Client is responsible for administering its Instance, including managing user access, configuring permissions, and ensuring that only Authorized Users are granted access. The Client must promptly revoke access for any individual who is no longer an Authorized User.

The Client must notify BuyTheSell promptly if it becomes aware of any unauthorized access to its Instance or any security vulnerability that may affect the Platform.

8. Third-Party Integrations

The Platform may support optional integrations with Third-Party Services, including the Client's internal CRM and calendar systems and third-party video conferencing solutions. The availability of specific integrations is set out in the applicable order form or MSA.

Third-Party Services are not owned, operated, or controlled by BuyTheSell. BuyTheSell is not responsible for the functionality, availability, security, or compliance of any Third-Party Services, and makes no representations or warranties with respect thereto. The Client's use of Third-Party Services is governed by the terms and conditions of the relevant third-party providers.

The Client is solely responsible for: (a) ensuring it has the right to integrate its systems and data with the Platform; (b) compliance with the terms of any Third-Party Services it connects to the Platform; and (c) any data shared between the Platform and Third-Party Services. BuyTheSell shall have no liability for any loss or damage arising from the Client's use of or reliance on Third-Party Services.

9. Fees and Payment

Please refer to the MSA and any applicable order form for all terms and conditions relating to fees, payment schedules, and invoicing.

10. Cancellation

Please refer to the MSA for all terms and conditions relating to cancellation, non-renewal, and early termination.

11. Prohibited Activities

The Client and its Authorized Users must not use the Platform for any purpose other than the Client's legitimate internal business operations. Without limiting the foregoing, the following activities are expressly prohibited:

• Attempting to gain unauthorized access to any other client's Instance or to BuyTheSell's underlying systems or infrastructure.
• Circumventing, disabling, or interfering with security controls, authentication mechanisms, or access restrictions of the Platform.
• Uploading, transmitting, or storing malicious code, viruses, Trojan horses, ransomware, or any other harmful software.
• Using the Platform to harass, abuse, or harm any individual or to engage in any unlawful activity.
• Reverse engineering, decompiling, disassembling, or otherwise attempting to derive source code or trade secrets from the Platform.
• Reselling, sublicensing, or otherwise making the Platform available to any third party (other than Authorized Users acting within the scope of the Client's permitted use).
• Using automated scripts, bots, scrapers, or data mining tools against the Platform in a manner that imposes an unreasonable or disproportionate burden on BuyTheSell's infrastructure.
• Using the Platform to compete with BuyTheSell or to develop a competing product or service.
• Removing or obscuring any proprietary notices, labels, or branding within the Platform.

Violation of these prohibitions may result in immediate suspension or termination of the Client's access, without prejudice to any other rights or remedies available to BuyTheSell.

12. Feedback and Submissions

If the Client provides BuyTheSell with suggestions, feedback, or ideas regarding the Platform ("Feedback"), BuyTheSell may use such Feedback to improve the Platform without any obligation of confidentiality or compensation to the Client. The Client represents that any Feedback it provides does not contain any Client Data or confidential information of third parties.

For the avoidance of doubt, Feedback does not include Client Data. BuyTheSell's right to use Feedback does not in any way limit or affect the data ownership and processing provisions in Section 6.

13. Platform Management

BuyTheSell reserves the right to take reasonable actions to maintain the security, availability, and performance of the Platform, including applying security patches and updates, monitoring infrastructure-level metrics (without accessing Client Data), and restricting or suspending access in response to a security threat or breach.

BuyTheSell will use commercially reasonable efforts to provide advance notice of planned maintenance that may result in Platform downtime, in accordance with the notification procedures set out in the MSA.

14. Term and Termination

These Terms remain in effect for so long as the Client's MSA is in force. Upon expiration or termination of the MSA, the Client's license to use the Platform terminates automatically.

Upon termination, BuyTheSell will make Client Data available for export in accordance with the procedures set out in the MSA. After the applicable data retention period specified in the MSA, BuyTheSell will securely delete or destroy Client Data.

Provisions of these Terms that by their nature should survive termination (including Sections 4, 6, 8, 15, 16, 17, and 18) will continue in full force and effect after termination.

15. Modifications and Service Interruptions

BuyTheSell may update, modify, or enhance the Platform from time to time. Material changes that may affect the Client's use of the Platform will be communicated in accordance with the MSA. BuyTheSell will use commercially reasonable efforts to ensure that updates do not materially degrade the functionality of the Platform.

BuyTheSell cannot guarantee uninterrupted availability of the Platform. Scheduled maintenance windows, emergency fixes, and circumstances beyond BuyTheSell's reasonable control may result in temporary interruptions. Service level commitments, if any, are set out in the MSA.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to its conflict of law principles. Any dispute arising out of or in connection with these Terms that is not resolved under the dispute resolution procedures of the MSA shall be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

17. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BUYTHESELL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BUYTHESELL DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM SECURITY VULNERABILITIES. THE CLIENT ASSUMES ALL RISK ASSOCIATED WITH ITS USE OF THE PLATFORM.

18. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BUYTHESELL OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE CLIENT'S USE OF THE PLATFORM, EVEN IF BUYTHESELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BuyTheSell's total aggregate liability under these Terms shall not exceed the amounts set forth in the MSA. The foregoing limitations do not apply to the extent prohibited by applicable law or to liability arising from BuyTheSell's gross negligence, willful misconduct, or fraud.

19. Indemnification

The Client agrees to defend, indemnify, and hold harmless BuyTheSell and its officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Client's or its Authorized Users' use of the Platform in violation of these Terms or applicable law; (b) Client Data, including any claim that Client Data infringes the rights of a third party or that the Client lacked the right to process or submit such data; (c) the Client's failure to obtain required consents from event attendees or other data subjects; or (d) the Client's integration of Third-Party Services with the Platform.

BuyTheSell will promptly notify the Client of any claim subject to indemnification and will cooperate reasonably in the defense of such claim at the Client's expense.

20. Electronic Communications

Notices and communications under these Terms and the MSA may be delivered electronically in accordance with the notice provisions of the MSA. Electronic records and signatures shall have the same legal effect as original written records and signatures to the extent permitted by applicable law.

21. Miscellaneous

These Terms, together with the MSA and any applicable order forms, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, and agreements relating thereto.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. BuyTheSell's failure to enforce any right or provision shall not constitute a waiver of that right or provision.

BuyTheSell may update these Terms from time to time. Material changes will be communicated to the Client in writing with reasonable notice. Continued use of the Platform after the effective date of updated Terms constitutes the Client's acceptance of the revised Terms.

BuyTheSell may assign its rights and obligations under these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to the Client. The Client may not assign these Terms without BuyTheSell's prior written consent.

There is no joint venture, partnership, employment, or agency relationship created between the parties by virtue of these Terms.

22. Contact Us

For questions regarding these Terms or the BTS Platform, please contact us at:

BuyTheSell Inc.
12 E 49th Street, 11th Floor, New York, NY 10017
Phone: +1 212-627-0132
Email: info@buythesell.com