2. LICENSE GRANT

2.1 License. Subject to the terms of this Agreement and payment of all applicable fees, Murphy & Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Licensed Content for the Licensed Use during the License Term, solely for Client’s authorized business purpose of making the Licensed Content available to Client’s customers, members or staff. Unauthorized distribution or continued use of content after the expiration of a licensing agreement is strictly prohibited.

2.2 Statements of Work. Client and Murphy & Company will enter into one or more Statements of Work under this Agreement. Each SOW will describe the specific Licensed Content, fees, License Term, and any additional terms applicable to the Licensed Content ordered thereunder. Each SOW, upon execution by both parties, will be governed by this Agreement. In the event of a conflict between the terms of an SOW and this Agreement, the terms of this Agreement will control unless the SOW expressly states otherwise.

2.3 Restrictions. Client will not, and will not permit any third party to: (a) reproduce, download, copy, scrape, modify, adapt, or create derivative works of the Licensed Content; (b) reverse engineer, decompile, or disassemble the Licensed Content or any underlying technology; (c) sublicense, publicly display, resell, distribute, or otherwise make the Licensed Content available to any third party; (d) use the Licensed Content to build a competing product or service; (e) remove or alter any copyright or other proprietary notices on the Licensed Content; or (f) use the Licensed Content in any manner that violates applicable law.

2.4 Content Accuracy & Change Notice.  Client acknowledges that digital banking platforms evolve frequently and that therefore Murphy & Company’s features, menus, and workflows may change without notice due to software updates from third-party providers or the financial institution.  Murphy & Company updates its content on a recurring schedule; however, materials may not always reflect the most current interface or functionality. Client should consult its platform provider for the latest product details.

3. CLIENT BRANDING

3.1 Ownership. Client retains all right, title, and interest in and to Client Branding.

3.2 License to Murphy & Company. Client grants Murphy & Company a non-exclusive, worldwide license to use, process, and store Client Branding solely as necessary to provide the Licensed Content.

3.3 Aggregated Data. Murphy & Company may use aggregated, anonymized, or de-identified data derived from Client's use of the Licensed Content for analytics, benchmarking, and product improvement purposes, provided such data does not identify Client or any individual.

4. INTELLECTUAL PROPERTY

4.1 Murphy & Company Ownership. All materials produced by Murphy & Company are protected by copyright, trademark, and other applicable intellectual property laws.  Murphy & Company and its licensors retain all right, title, and interest in and to the Licensed Content and all related intellectual property. Nothing in this Agreement transfers any ownership interest to Client.

4.2 Copyright. Without limiting the generality of Section 4.1, copyright in all Licensed Content, including all text, images, graphics, video, audio, software, and other materials, is owned exclusively by Murphy & Company or its licensors.  Client acknowledges that any unauthorized reproduction, distribution, public display, or creation of derivative works of the Licensed Content may constitute copyright infringement and may subject Client to civil liability and criminal penalties under applicable law.  Client shall not remove, obscure, or alter any copyright notice, trademark, or other proprietary rights notice affixed to or contained within the Licensed Content.

4.3 AI Scraping.  Without limiting the generality of Section 4.1, Client shall not permit any individual or entity to (a) scrape, ingest, or otherwise extract Licensed Content for any use other than as permitted expressly by this Agreement; (b) upload Licensed Content into third-party or internal AI tools for dataset creation; (c) use Licensed Content to generate derivative works using AI systems; or (d) incorporate Licensed Content into customer support platforms, chatbots, or automated knowledge systems unless such use is a Licensed Use.

4.4 Third Party Trademarks. The Licensed Content often references third-party digital banking platforms, operating systems, devices, and software applications. These names, logos, and trademarks belong to their respective owners. Their appearance within the Licensed Content is for descriptive and educational purposes only and does not imply endorsement.  All other trademarks referenced in the guides, videos, and materials comprising the Licensed Content are the property of their respective owners.

4.5 Feedback. If Client provides suggestions, ideas, or feedback regarding the Licensed Content ("Feedback"), Murphy & Company may freely use such Feedback without obligation to Client.

5. FEES AND PAYMENT

5.1 Fees. Client will pay all fees specified in the applicable SOW. Unless otherwise stated in the SOW, all fees are due within thirty (30) days of the invoice date.

5.2 Taxes. All fees are exclusive of taxes. Client is responsible for all applicable sales, use, and similar taxes, excluding taxes based on Murphy & Company's income.

5.3 Late Payments. Invoices which remain unpaid after 30 days may be subject to a 1.5% penalty.

6. TERM AND TERMINATION

6.1 Term. This Agreement is effective as of the Effective Date and continues until all License Terms under active SOWs have expired or been terminated.

6.2 License Term Renewal. Unless otherwise specified in the SOW, each License Term will automatically renew for successive periods equal to the initial License Term unless either party provides written notice of non-renewal at least ninety (90) days before the end of the then-current term.

6.3 Termination for Cause. Either party may terminate this Agreement or any SOW if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice.

6.4 Effect of Termination. Upon termination or expiration: (a) Client's right to access the Licensed Content will immediately cease; (b) each party will return or destroy any Confidential Information of the other party; (c) Murphy & Company will make Client Branding available for export for a period of thirty (30) days following termination, after which Murphy & Company may delete Client Branding; and (d) Client will, if feasible, return to Company or destroy all Licensed Content and within ten (10) business days after the effective date of the termination or expiration, Client will certify in writing to Murphy & Company that such return or destruction has been completed and that it will not permit any further use of the License Content by itself or third parties.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

7.2 Obligations. Each party will: (a) use the other party's Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; and (b) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

7.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

8.2 Murphy & Company Warranty. Murphy & Company warrants that (a) the Licensed Content will be made available in substantial conformity with any documentation referenced in the applicable SOW during the License Term; and (b) any third-party content or client-provided branding materials which may be included in the deliverables will be properly licensed, if necessary.

8.3 Disclaimer of Warranties and Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE LICENSED CONTENT IS PROVIDED "AS IS."  

THE INFORMATION CONTAINED IN MURPHY & COMPANY GUIDES, VIDEOS, AND EDUCATIONAL PRODUCTS IS PROVIDED FOR GENERAL INSTRUCTIONAL PURPOSES ONLY. MURPHY & COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ACCURACY, COMPLETENESS, PERFORMANCE, OR FITNESS FOR A PARTICULAR PURPOSE.  MURPHY & COMPANY, INC. IS NOT RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING FROM THE USE OF ITS CONTENT OR FROM RELIANCE ON ANY INFORMATION PROVIDED WITHIN THESE MATERIALS. CLIENTS SHOULD ALWAYS REFER TO THEIR FINANCIAL INSTITUTION'S OFFICIAL TERMS, DISCLOSURES, AND AGREEMENTS FOR AUTHORITATIVE INFORMATION REGARDING ACCOUNTS AND DIGITAL BANKING PRODUCTS.

MURPHY & COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MURPHY & COMPANY DOES NOT WARRANT THAT THE LICENSED CONTENT WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.

9. LIMITATION OF LIABILITY

9.1 Liability Cap. EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS AND CLIENT'S PAYMENT OBLIGATIONS, NEITHER PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNIFICATION

10.1 By Murphy & Company. Murphy & Company will defend, indemnify, and hold harmless Client from any third-party claim that the Licensed Content, as provided by Murphy & Company, infringes a third party's intellectual property rights, and will pay any resulting damages or settlement amounts. This obligation does not apply to claims arising from: (a) Client Branding; (b) modifications to the Licensed Content not made by Murphy & Company; or (c) use of the Licensed Content in combination with materials not provided by Murphy & Company.

10.2 By Client. Client will defend, indemnify, and hold harmless Murphy & Company from any third-party claim arising from: (a) Client Branding; or (b) Client's use of the Licensed Content in violation of this Agreement.

10.3 Procedure. The indemnified party will: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense.

11. GENERAL PROVISIONS

11.1 Governing Law. This Agreement is governed by the laws of the State of Missouri, without regard to its conflict-of-laws principles. Any dispute arising under this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in St. Louis County, Missouri.

11.2 Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

11.3 Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed duly given: (a) when delivered by hand, upon receipt; (b) when sent by nationally recognized overnight courier, on the next business day following deposit; (c) when sent by certified or registered mail, return receipt requested, postage prepaid, on the fifth business day after mailing; or (d) when sent by email to the addresses specified below, on the date sent if sent during normal business hours of the recipient, or on the next business day if sent outside normal business hours, provided that the sending party also sends a copy by one of the methods described in clauses (a) through (c) within two (2) business days.  Notices to Murphy & Company shall be addressed to IWBAC LLC dba Murphy & Company, Inc., 1034 South Brentwood Blvd, Suite 1630, St. Louis, Missouri 63117, Attention: President, email: info@mcompany.com with a copy to jeff@mcompany.com. Notices to Client shall be sent to the address and contact information specified in the applicable SOW.  Either party may change its notice address by providing at least ten (10) days' prior written notice to the other party in accordance with this Section.

11.4 Entire Agreement. This Agreement, together with all applicable SOWs, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, whether written or oral.

11.5 Amendments. This Agreement may be amended only by a written instrument signed by both parties, except that Murphy & Company may update the terms of this Agreement by posting a revised version and providing Client with at least thirty (30) days' prior written notice. Client's continued use of the Licensed Content after the effective date of any such update constitutes acceptance of the revised terms.

11.6 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.

11.7 Waiver. No waiver of any right under this Agreement will be effective unless in writing. No waiver will constitute a continuing waiver or a waiver of any other right.

11.8 Force Majeure. Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, or government actions.

11.9 Acceptance. By executing a Statement of Work that references this Agreement, or by accessing or using the Licensed Content, Client acknowledges that it has read, understood, and agrees to be bound by the terms of this Agreement.