SettLiT Services Agreement

This SettLiT Services Agreement, which is incorporated into the Order Form as defined below (collectively, the “Agreement”) sets forth the terms and conditions that govern access to and use of the Services (as defined below) and is between Medchart US Inc. DBA SettLiT (“SettLiT”), a Delaware corporation, and the company or other legal entity accepting this Agreement, and affiliates of that company or entity (“Customer”) (each a “Party” and together the “Parties”). This Agreement is effective, and Customer agrees to its terms and conditions, as of the earlier of the date(s) that Customer accepts the Agreement by (1) clicking a box indicating Customer acceptance; (2) executing an Order Form that references this Agreement; or (3) using the Services (the “Effective Date”). If an individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms and conditions, in which case the term “Customer” shall refer to such entity and its affiliates. 

This SettLiT Services Agreement was last updated on May 21, 2026.

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1. DEFINITIONS

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All capitalized terms used in this Agreement shall have the meanings set forth below. Other capitalized terms used in this Agreement are defined in either the relevant Order Form or where they are used and have the meanings so indicated.

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“Order Form” means an ordering document specifying the Subscription Services, Professional Services, and/or One-time Services to be provided and entered into by the Customer and SettLiT, including any addenda and supplements thereto. In the event of inconsistency between an Order Form and this Agreement, the Order Form shall take precedence.

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“One-time Services” means the services made available online by SettLiT as specified in an applicable Order Form that are ordered by Customer and billed by SettLiT based on actual usage.

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“Professional Services” means onboarding, implementation, training, configuration, consulting, or other professional services ordered by Customer and to the extent described in an Order Form or any applicable SOW.

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“Services” means the Subscription Services, Professional Services, and One-time Services.

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“SOW” means a statement of work further describing the Services to be provided to Customer, which is incorporated herein by reference.

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“Subscription Services” means the specific selection of SettLiT web services that are ordered by Customer and made available online by SettLiT as specified in an applicable Order Form. Subscription Services include any Updates made available during the term.

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“Updates” means modifications, updates, and changes which may be made by SettLiT to the Subscription Service which SettLiT makes generally available to its customers at no additional fee. Updates exclude new features, functions, and capabilities that are offered for an additional fee, which must be specified in an Order Form.

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2. SETTLIT PLATFORM DETAILS

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SettLiT operates a web platform that includes, without limitation, an API, Digital Intake service, Digital Retrieve service, and B2B Portal user interface (collectively, the “Platform”), which Customer may purchase access to for the purpose of obtaining information on individuals (“Consumers”), including but not limited to their identifier, demographic, health and/or financial information (“Consumer Information”). The platform enables Customers to submit a query (a “Network Query”) SettLiT’s data sources (each a “Data Network”). Customers use the Platform to:

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a. Transmit Consumer identification and demographic data to SettLiT. For clarity, SettLiT will not be responsible for de-duplicating Consumers; if Customer submits multiple Consumer entities with the same demographic data, SettLiT shall treat such entities as separate individual Consumers for query and billing purposes.

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b. Transmit authentication and authorization data to SettLiT, and/or deploy SettLiT’s embedded user interface to Consumers to electronically capture their authentication and authorization data.

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c. Automatically lookup missing Consumer identifiers (e.g. birthdate, full 10-digit SSN, gender and/or historical zip code data) on Customer’s behalf using nationwide credit reporting agencies (“Consumer Identifier Lookup”) prior to querying a Data Network.

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d. Query Consumers on SettLiT’s Data Networks. Each Data Network may have its own requirements on valid Consumer authentication and authorization, which Customer acknowledges must be fulfilled by the Consumer prior to querying such Data Network.

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e. View data extractions and summaries in B2B Portal via data visualizers, tables and stylesheets.

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3. PLATFORM FEES AND VOLUME CONSUMPTION

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3.1 Fees. The fees payable by Customer pursuant to this Agreement (the “Fees”) shall be stipulated in the applicable Order Form. Fees include, without limitation, (i) fees for Subscription Services, including overage fees, (ii) fees for Professional Services, (iii) fees for One-time Services, (iv) Data Fees, (v) late payment fees, and (vi) where permitted by applicable law, credit card surcharges. Fees are earned upon invoice and are non-refundable regardless of Customer’s usage or SettLiT’s termination or suspension of Customer’s right to use the Services.

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3.2 Volume Consumption. Volume consumption shall be calculated on the basis of “Successful Patient Match,” which means the Consumer’s identifiers provided in Customer’s Network Query (or found via the Consumer Identifier Lookup service) has matched one-to-one with a patient entity within the selected Data Network. Network Queries that do not return a Successful Patient Match do not count towards volume consumption limits. Network Queries may be run on multiple Data Networks simultaneously; for purposes of calculating volume consumption, queries related to the same Consumer that are run on multiple Data Networks simultaneously are treated as a single Network Query.  

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3.3 Volume Expiry. The volumes of consumption stated for each Subscription Service on an Order Form shall only be available to Customer during the term of subscription and not past the end date of term of subscription for each service; for greater clarity, there shall be no carry-over of unused volumes from one term of subscription to the next, and Customer shall forfeit any unused volumes as of the end date of the term of subscription of the service without any pro-rating or refund of Fees. Notwithstanding the foregoing, if any Subscription Service automatically renews pursuant to Section 8.2, fifty percent of any unused volume shall carry over for twelve months following the automatic renewal; after twelve months Customer shall forfeit any portion of this volume remaining unused without any pro-rating or refund of Fees.

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4. REPRESENTATIONS AND WARRANTIES

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In connection with Customer’s receipt and use of the Services, Customer represents and warrants:

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4.1. Customer will at all times comply with all Applicable Laws in the provision of the Services to Consumers. Customer further warrants and represents that it will provide SettLiT with all reasonable assistance in complying with all applicable laws;

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4.2. That by querying the Data Networks, and except as otherwise described in a SOW:

a. Customer has verified the Consumer’s identity in a manner compliant with NIST Identity Assurance Level 2 or 3, as described in NIST Special Publication 800-63A, Digital Identity Guidelines, Enrollment and Identity Proofing;

b. Customer has secured explicit, informed, legally sufficient consent and authority, consistent with applicable law including, without limitation, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, and any applicable state law, to authorize and direct SettLiT to seek Consumer Information from healthcare plans, insurers, health care clearinghouses, health care providers, and other entities who possess information about a Consumer and has provided a copy of such consent to SettLiT; and

c. Customer will immediately notify SettLiT in the event a Consumer withdraws such consent;

d. Customer agrees to be bound by the terms and conditions of the Data Vendor Agreement.

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5. AUDIT

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5.1 During the term of this Agreement, and for a reasonable period following its termination, SettLiT and, to the extent applicable, each of the third-parties listed in Section 14 below (each, a “Third Party”) reserve the right, at any reasonable time and upon reasonable notice, to audit Customer’s compliance (and, if Customer is a distributor, its customers’ compliance) with (i) the representations and warranties set forth in Section 4 above, (ii) the relevant terms and conditions of service listed in Section 14 below, (iii) Customer’s obligation to return or destroy Confidential Information described in Section 15.2 below, and (iv) the representations and warranties set forth in any applicable SOW. Customer agrees to participate in and cooperate with SettLiT or the Third Party in performing the audit.  SettLiT retains the right to suspend or terminate Customer’s right to use the Services in the event SettLiT determines, in its sole discretion, that Customer has failed to: cooperate fully in the audit process; provide all reasonably requested documentation; and/or demonstrate its full compliance with the representations and warranties.

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5.2 In the event that SettLiT is subject to an audit of any sort related to this Agreement and requires Customer’s cooperation to comply with the terms of the audit, upon receiving notification from SettLiT, Customer agrees that it will promptly provide reasonable assistance for SettLiT to timely fulfill its audit obligations. SettLiT retains the right to suspend or terminate Customer’s right to use the Services in the event SettLiT determines, in its sole discretion, that Customer has failed to: cooperate fully in the audit process; provide all reasonably requested documentation; and/or demonstrate its full compliance with relevant terms and conditions of service.

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‍6. SERVICE LEVEL AND SUPPORT

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6.1 Uptime Commitment. SettLiT uses commercially reasonable efforts designed to ensure that the Services achieve a monthly uptime of 99.5% of the time during each calendar month during the Term except for periods of scheduled downtime for routine maintenance and service (the “Uptime Commitment”). Scheduled maintenance shall not exceed eight (8) hours per month and SettLiT will make good faith efforts to schedule maintenance weekdays during the hours of 9:00 pm to 5:00 am Eastern or on weekends. Any period during which the Services are not reasonably available to Customer that falls below the Uptime Commitment will be considered “Downtime” except as specifically described herein. The Uptime Commitment does not apply if Customer cannot access or utilize the Services because of (a) any latency or downtime due to Customer’s acts or omissions or resulting from the their own internet service provider, (b) acts of unauthorized third parties, (c) scheduled maintenance, (d) third-party acts or omissions over which SettLiT has no control, (e) a force majeure event (including, without limitation, a distributed denial of service (DDoS) attack); (f) any systemic Internet failures; or (g) any failure or deficiency in the Customer’s own hardware, software or network connection.

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6.2 Downtime. Customer shall be entitled to downtime credits as specified in the Service Level Agreement incorporated herein by reference. SettLiT’s blocking of data communications or other Services in accordance with its policies shall not be deemed to be downtime for which Customer will be entitled to a credit.

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6.3 Technical Support. SettLiT will provide technical support to Customer on weekdays during the hours of 9:00 am through 5:00 pm Eastern time, with the exclusion of United States federal holidays. Customer may initiate a helpdesk ticket by emailing support@settlit.legal. SettLiT will use commercially reasonable efforts to respond to all helpdesk tickets within two (2) business days.

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7. INVOICING AND PAYMENT TERMS

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7.1 Taxes. All Fees are exclusive of any applicable taxes. Customer is solely responsible for all taxes, which if applicable would be invoiced in addition to the total fees payable indicated in an Order Form.

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7.2 Invoices. The first invoice shall be issued upon signature of an Order Form by both Parties, and subsequent invoices issued on the frequency stated in that Order Form. If the payment mechanism is credit card, which, to the maximum extent permitted by applicable law, is subject to a 3% credit card surcharge, SettLiT shall automatically charge Customer on or after the invoice date using the Credit Card Payment Method set forth in the Order Form. Otherwise, all invoices shall become payable by Customer as set forth in the Order Form. For the avoidance of doubt, the invoicing or payment frequency will not modify or diminish the full amount of fees payable under this Order Form. Customer remains responsible for payment of the full sum of Fees, as specified in the applicable Order Form, regardless of the invoicing or payment terms.

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7.3 Accurate Invoicing Information. Customer is responsible for providing complete and accurate contact and invoicing information, including valid and unexpired credit card information if payment mechanism is credit card. Failure to provide such information will not waive or diminish Customer’s obligations.

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8. TERM AND TERMINATION; SUSPENSION

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8.1 Term of Agreement. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect until the latest end date of the term of subscription stipulated by any Order Form.

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8.2 Term of Subscriptions and Renewals. The term of each Subscription Service shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, and subject to an expiring Subscription Service not being designated as proof of concept, Subscription Services will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter) (“Renewal Term”), unless either Party gives the other notice of non-renewal at least 60 days before the end of the relevant subscription term. In the event of an automatic renewal, this Agreement shall be extended for the Renewal Term on the same terms and conditions, except as otherwise specified in an Order Form and except that (i) SettLiT may increase the Fees specified in the Order Form with notice to Customer at least 90 days before the automatic renewal, except that SettLiT may increase the Data Fees at any time in its sole discretion with no notice to Customer and (ii) Customer may increase the volume consumption specified in the Order Form with notice to SeTTLiT before the automatic renewal.

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8.3 Termination. Either Party may terminate this Agreement for cause (i) immediately on written notice to the other Party if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; (ii) effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

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8.4 Effect of Expiration or Termination. Upon expiration or termination of this Agreement for any reason all licenses and rights granted to Customer under this Agreement will also terminate, and Customer must cease using, destroy, and permanently erase all copies of the API and any Licensed Marks, as defined in the Terms of Use, from all devices and systems Customer directly or indirectly controls. Following any termination or expiration, SettLiT has no obligation to maintain Customer data or Consumer Information in SettLiT systems. Notwithstanding anything to the contrary in any Order Form, together with the additional terms and conditions incorporated therein by reference, upon expiration or termination of this Agreement for any reason, any portion of the Subscription Services Total in any Order Form in effect at the expiration or termination of this Agreement that had not been invoiced shall become immediately due and payable.

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8.5 Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Without limiting the foregoing, Section 4 (Representations and Warranties), Section 5 (Audit), Section 7 (Invoicing and Payment Terms), Section 8 (Term and Termination; Suspension), Section 9 (Disclaimer of Warranties), Section 10 (Limitations of Liability), Section 11 (Defense and Indemnity), Section 15 (Confidentiality), Section 16.1 (Non-solicitation).

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8.6 A La Carte Orders. SettLiT, in its sole discretion, may accept requests for Subscription Services and requests for One-time Services from Customer after the expiration or termination of this Agreement (an “A La Carte Order”). Any such requests for Subscription Services will be billed at the overage fee rate pursuant to the most recently executed applicable Order Form, and any such requests for One-time Services will be billed as One-time Services pursuant to the same Order Form. In the event SettLiT accepts any A La Carte Order, any A La Carte Order will be subject to the terms and conditions of this Agreement, which shall survive termination of the Agreement with respect to such A La Carte Orders.

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8.7 Suspension. SettLiT reserves the right, in its sole discretion, to immediately suspend or terminate Customer’s right to submit queries or refer patients for treatment in the event of Customer’s non-payment, material breach of contract, violation of law, or improper use of data.

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9. DISCLAIMER OF WARRANTIES

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THE SERVICES ARE PROVIDED "AS IS" AND SETTLIT SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SETTLIT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SETTLIT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF CUSTOMER'S OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

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10. LIMITATIONS OF LIABILITY

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TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL SETTLIT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES, FOR (a) ANY LOST REVENUES OR LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE TOTAL AMOUNT OF FEES, EXCLUDING LATE PAYMENT FEES, PAID BY CUSTOMER IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR FIVE HUNDRED UNITED STATES DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, EVEN IF SETTLIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR SETTLIT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN 30 DAYS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

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11. DEFENSE AND INDEMNITY

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Customer agrees to indemnify, defend, and hold harmless the SettLiT and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, government investigations or enforcement actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) Customer’s use or misuse of the Services and/or any services accessed through the Platform, (b) Customer’s use or misuse of any data accessed through the Services, (c) Customer’s breach of this Agreement including, without limitation, Customer’s representations and warranties set forth in Section 4 above, or in any SOW entered into pursuant to this Agreement, and the confidentiality provisions set forth below in Section 15, or (d) in connection with any third-party claim or legal proceeding (including action by a government authority) to the extent arising from Customer’s breach of any representation or warranty, negligence, willful misconduct, fraud, misrepresentation, violation of applicable laws, or provision of IP for use in connection with this Agreement in violation any third party’s Intellectual Property Rights. In the event SettLiT seeks indemnification or defense from Customer under this provision, SettLiT will promptly notify Customer in writing of the claim(s) brought against it for which it seeks indemnification or defense. SettLiT reserves the right, at SettLiT’s option and in SettLiT's sole discretion, to assume full control of the defense of claims with legal counsel of SettLiT’s choice. Customer may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by SettLiT or bind SettLiT in any manner, without SettLiT’s prior written consent. In the event SettLiT assumes control of the defense of such claim, SettLiT will not settle any such claim requiring payment from Customer without Customer's prior written approval.

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12. GENERAL

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12.1 Notices. All notices will be in English, in writing, and addressed to the other party’s primary contact. Notice can be by email and will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).

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Notice for SettLiT: Address: 215 South Denton Tap Rd., Ste 290, Coppell, TX, 75019.  

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Email: support@settlit.legal.

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Notice for Customer: Primary Contact as stated on Order Form.

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12.2 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement will remain in effect.

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12.3 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party.

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12.4 Relationship of Parties. Customer and SettLiT are independent contracting entities. Nothing in the Agreement shall be construed to create a general or limited partnership, an agency relationship or joint venture between SettLiT and Customer. Neither SettLiT nor Customer shall have any authority to bind or make commitments on behalf of any other Party.

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12.5 No Waiver. No provision of the Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

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12.6 Assignment. Other than to an affiliate, neither Party may assign or transfer its rights or obligations under this Agreement without the written consent of the other party, and any attempt to do so is void. Notwithstanding the foregoing, SettLiT may assign or transfer its right or obligations under this Agreement without the written consent of Customer if the assignment or transfer is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of SettLiT’s assets.

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12.7 Force Majeure. Neither Party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

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12.8 Governing Law. ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE GOVERNED BY DELAWARE LAW, EXCLUDING DELAWARE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF DELAWARE. THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. THIS SECTION (GOVERNING LAW) IS NOT INTENDED TO CREATE ANY DELAWARE STATUTORY OR COMMON LAW RIGHTS FOR ANY PERSONNEL WORKING OUTSIDE OF DELAWARE.

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13. LOGO USAGE GRANT AND REMOVAL

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The Customer hereby grants SettLiT a non-exclusive, royalty-free, worldwide license to use its logos (“Customer Logos”) solely for promoting, advertising, and displaying the Customer's products/services on the SettLiT's website and marketing materials. SettLiT may reproduce, modify, and publicly display the Customer Logos for this purpose. SettLiT agrees to use the Customer Logos in a manner reflecting positively on the Customer's brand and in compliance with applicable laws and regulations. The Customer Logos remain the exclusive property of the Customer, and this Agreement does not transfer any ownership rights to SettLiT.

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The Customer may request the removal of their Logos from SettLiT's website and marketing material at any time without terminating this Agreement. Upon receiving such a request, SettLiT will remove the Customer's Logo from its website and materials with 10 business days.

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Upon termination of this Agreement, SettLiT will cease all use of the Customer Logos. SettLiT will indemnify and hold the Customer harmless from any claims arising out of SettLiT's use of the Logos.

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14. THIRD PARTY AGREEMENTS

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This Agreement, and the performance of SettLiT and the Customer, are additionally governed by the terms and conditions of SettLiT’s agreement with various third parties depending on the Customer’s use of the Services. To the extent Customer uses the any of the services listed below, any derivative thereof, or any individual data source within the Data Networks, Customer agrees to be bound by the terms and conditions linked to those services:

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15. CONFIDENTIALITY

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15.1 Confidential Information. The Parties acknowledge that pursuant to the performance of this Agreement each may be provided with or have access to certain information and materials that are confidential and proprietary to the other Party (the “Receiving Party”). “Confidential Information” shall mean (i) all information relating to a Party’s products, business and operations including, but not limited to, business plans, financial records, customers, suppliers, vendors, products, product samples, costs, sources, strategies, inventions, procedures, sales aids or literature, sales data, technical advice or knowledge, contractual agreements, pricing, price lists, product white paper, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies and interests, algorithms, data, designs, drawings, work sheets, blueprints, concepts, manufacturing processes, derivative works, analyses, summaries, AI training data, computer programs and systems and know-how or other intellectual property of a Party and its affiliates that may be at any time furnished, communicated or delivered by a Party to the other, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) information acquired during any tours of a Party’s facilities; (iii); any information that would reasonably be understood as confidential; and (iv) all other non-public information provided by a Party to the other including, but not limited, to financial, technical and business information. All Confidential Information shall remain the property of the disclosing Party (“Disclosing Party”).

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15.2. Use of Confidential Information; Standard of Care. The Receiving Party shall maintain the Confidential Information in strict confidence and disclose the Confidential Information only to its employees or agents who have a need to know such Confidential Information in order to perform the Receiving Party’s obligations contemplated by this Agreement and who are under confidentiality obligations no less restrictive than this Agreement. The Receiving Party shall at all times remain responsible for breaches of this Agreement arising from the acts of its employees or agents. The Receiving Party shall protect Confidential Information by using the same degree of care as it uses to protect its own information of a like nature, but no less than a reasonable degree of care, to prevent the unauthorized use, disclosure, dissemination, or publication of the Confidential Information. The Receiving Party agrees to use the Disclosing Party’s Confidential Information solely for the purpose of performing its obligations under this Agreement and not for any other purpose or for its own benefit or for the benefit of any third party, without the prior written approval of the Disclosing Party. The Receiving Party shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information. No Confidential Information furnished to the Receiving Party shall be duplicated or copied except as may be necessary to effectuate the purpose of this Agreement. No Confidential Information may be used, directly or indirectly, to create, modify, or enhance any products or services that compete with SettLiT.

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15.3 Exceptions. The Receiving Party shall not have any obligations to preserve the confidential nature of any Confidential Information that the Receiving Party can demonstrate by competent, written evidence (i) was rightfully in its possession before receipt from the Disclosing Party; (ii) is or becomes a matter of public knowledge through no fault of the Receiving Party; (iii) is rightfully provided to the Receiving Party from a third party without, to the best of the Receiving Party’s knowledge, a duty of confidentiality; (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, as demonstrated by competent evidence; or (v) is disclosed by the Receiving Party with the Disclosing Party’s prior written approval. A particular combination of Confidential Information is not and does not become public knowledge because the individual elements of Confidential Information are or become public knowledge.

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15.4 Required Disclosures. If the Receiving Party is confronted with legal action to disclose Confidential Information received under this Agreement, the Receiving Party shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate, and Receiving Party shall reasonably assist disclosing Party in such efforts. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed.

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15.5 Unauthorized Use or Disclosure of Confidential Information; Equitable Relief. In the event the Receiving Party discovers that any Confidential Information has been used, disseminated or published in violation of this Agreement, it will immediately notify the Disclosing Party, take all commercially reasonable actions available to minimize the impact of the use, dissemination or publication, and take any and all necessary steps to prevent any further breach of this Agreement. The Parties agree and acknowledge that any breach or threatened breach of this Agreement regarding the treatment of the Confidential Information will result in irreparable harm to the Disclosing Party for which there will be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event the Disclosing Party shall be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement by the Receiving Party. The Disclosing Party shall also be entitled to seek consequential damages and attorneys’ fees, in addition to other remedies provided by law or at equity.

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15.6. Return of Confidential Information; Survival. The Receiving Party shall promptly return all copies of Confidential Information, including backups, or, at the Disclosing Party’s option, destroy all such copies and provide to the Disclosing Party written certification of such destruction, signed by an officer of the Receiving Party, at any time upon the request of the Disclosing Party or within thirty (30) days following the expiration or earlier termination of this Agreement; provided that, the Receiving Party may retain one copy of any Confidential Information to the extent required to comply with legal or regulatory requirements and subject to the terms of this Agreement concerning any retained Confidential Information. Notwithstanding any expiration or termination of this Agreement, Receiving Party's obligations to protect the Confidential Information pursuant to this Section will survive for five (5) years after the expiration or earlier termination of this Agreement. Notwithstanding the foregoing, the Parties shall not disclose any Confidential Information of the other that constitutes a trade secret until such time that the information no longer constitutes a trade secret.

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16. NON-SOLICITATION, NON-DISPARAGEMENT, AND NON-CIRCUMVENTION

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16.1 Non-solicitation. During the terms of this Agreement and for a period of twenty-four (24) months following the last disclosure of Confidential Information by either Party, Customer agrees not to directly solicit or induce any SettLiT employee or contractor that has interacted with Customer or has been involved, directly or indirectly, in the performance of this Agreement, to consider or accept employment with Customer. Customer is not prohibited from responding to or hiring SettLiT employees or contractors who inquire about employment with Customer on their own accord or in response to a public advertisement or employment solicitation in general. In the event of a breach by Customer, Customer shall pay SettLiT an amount equal to one hundred percent (100%) of the employee or contractor’s annualized compensation (excluding non-cash or discretionary benefits) as such employee or contractor received immediately prior to the solicitation in recognition only of the disruption that such inducement would cause to the efficient conduct of SettLiT’s business and such sum shall be regarded as full payment for any damages or loss suffered.

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16.2 Non-disparagement. Customer agrees that they will not, either on their own account or directly or indirectly in conjunction with or on behalf of any other person, disparage or otherwise speak or write negatively about SettLiT or the Services or cause any other person to disparage or speak or write negatively about SettLiT or the Services.

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16.3 Non-circumvention. Customer is prohibited from engaging in any of the following activities, either directly or indirectly through an affiliate, employee, third-party agent, or otherwise, without SettLiT’s prior written consent (which consent shall be at SettLiT’s sole discretion) in each instance: (i) entering into any agreement or transaction with any business contact and/or relationship of SettLiT (each a “SettLiT Contact”) to whom Customer is introduced to pursuant to this Agreement, including, but not limited to, SettLiT clients, suppliers, or partners, that (a) is the same as, substantially similar to, or in competition with this Agreement or the Services provided hereunder; or (b) is otherwise reasonably capable of having the effect of preventing SettLiT from deriving the full benefit of this Agreement (each a “Prohibited Transaction”); (ii) soliciting or otherwise encouraging any SettLiT Contact to enter into a Prohibited Transaction; or (iii) soliciting, procuring, inducing, or otherwise encouraging any of its employees, affiliates, or agents, and/or any third party, to enter into any Prohibited Transaction or to respond to any solicitation to enter into any Prohibited Transaction.