Last Updated. MARCH 20, 2021

Method Platform Agreement

This Method Platform Agreement (“Agreement”) is a legally binding agreement between you and Forward Lending, Inc. (“Method”) and applies to your use of the Method Platform Services, as defined in this Agreement.

It is important that you read and understand this Agreement as it governs your use of the Method Platform Services. You represent and warrant that you have the authority to accept this Agreement on behalf of the legal entity you have registered (“you”, “your” throughout this Agreement). By indicating your acceptance of this Agreement or by executing an order form (“Order Form”) or other agreement that references this Agreement, you agree to be bound by this Agreement. If you do not accept this Agreement, you must not access or use the Method Platform Services.

We may amend this Agreement at any time by providing notice to you.  Notice may be provided to you on https://methodfi.com, on any other website maintained by Method, by email, or by any other reasonable means. The amended Agreement is effective when posted or as of the date indicated, and your continued use of the Method Platform Services constitutes your acceptance of any amended Agreement.

To use the Method Platform Services, you must also accept the Method Terms of Service located at https://methodfi.com/legal/terms, which are incorporated into this Agreement by reference (the “Method Terms”).  Capitalized terms used in this Agreement and not otherwise defined will have the meanings assigned to them in the Method Terms

Using the Method Platform Services

1. Method Platform Services

Method offers electronic payment services through Method’s application programming interfaces (“Method API”), and related technical, business and support services, each as may be modified or updated (together, the “Method Platform Services”).  The Method Platform Services allow you to manage your end users’ and your own payments experience on your platform, website, and/or application (each, an “Application”) (together, your “Method-Enabled Services”). An end user that has been enrolled by the Application is referred to as a “Customer”.  The products and services that you provide through your Application, including the Method-Enabled Services, are referred to herein as “Your Services”.  It is your sole responsibility to clearly explain to your end users the nature of Your Services, your Method-Enabled Services, and Method’s role in the provision of such services.

2. Method Account

In order to use the Method Platform Services, you must: (a) be a U.S. company or other legally-organized entity, in good standing, with a U.S. physical address, and (b) open and maintain a Method account governed by the Method Terms and Method Privacy Policy, as they may be updated from time to time. Your use of the Method Platform Services may be limited if your Method account is suspended or otherwise restricted. You represent and warrant that you are eligible to use the Method Platform Services and that you will not open or use your Method account for any personal, family, or household purposes.

3. Account Credential Security

You are responsible for maintaining commercially reasonable security and control of your Method account and credentials, including passwords, security codes, and API Credentials as defined in Section 13 (collectively, your “Account Credentials”). You are responsible for ensuring that your employees, contractors, and agents comply with all security requirements set out in this Agreement, as applicable. You are responsible for any activity conducted using your Account Credentials, regardless of whether you authorized such activity.  Notify Method immediately at security@methodfi.com if you believe that your Account Credentials have been compromised.

4. Required Information About Your Business

When you register for a Method account, we will ask you for information about your business, including but not limited to: business name, address, phone number, email address, tax identification number, website address, business model, and any supporting documentation that we deem necessary in our reasonable discretion (such as copies of government-issued identification, proof of licensing, proof of financial condition, business policies, and other business or identification documentation).  We will also ask you for information about your beneficial owner(s), controller, and authorized representative, including but not limited to: name, birthdate, tax identification number or equivalent, and any supporting documentation that we deem necessary in our reasonable discretion. Your ability to use the Method Platform Services is subject to our satisfactory review of the information that you provide and our approval. You represent and warrant that any information that you provide to us about your business is accurate and complete and that you will keep this information up to date at all times. Failure to do so may result in termination of this Agreement by Method.

5. Routine Business Operations Reviews

Method may request, and you agree to provide, information about your business, operations, funds flows, and/or integration with the Method Platform Services. Method reserves the right to reassess your eligibility for the Method Platform Services at any time. Method may immediately suspend provision of any of the Method Platform Services in the event that Method reasonably determines, based on any of the review processes described in this Agreement, that you have become ineligible for any of the Method Platform Services.

6. Prohibitions

You are prohibited from: (a) using the Method Platform Services for any fraudulent, unlawful, deceptive, or abusive purposes; (b) using the Method Platform Services in any manner intended to harm an end user, Method, or any third party; (c) circumventing Method’s intended limitations for any feature of the Method Platform Services as communicated to you by Method; (d) using the Method Platform Services in a manner inconsistent with any developer documentation, integration guidance, or other technical, policy, or other requirements communicated to you by Method or posted on Method’s website, each as may be updated from time to time (“Integration Requirements”); (e) using the Method Platform Services in violation of any guidance regarding restricted activities communicated to you by Method; (e) using the Method Platform Services to conduct transactions for personal, family, or household purposes; (f) facilitating transactions for a third party that is not your legitimate end user; (g) replicating and/or reselling the Method Platform Services by offering and/or enabling any third party to access the Method Platform Services through your integration; or (h) attempting any of the foregoing.

7. Compliance

You represent and warrant that you will only use the Method Platform Services for lawful and legitimate purposes and that you will at all times comply and conduct your business in compliance with: (a) all applicable federal, state, and local laws, rules, regulations, and guidance, including, without limitation, those governing payment services, consumer protections, privacy, and data security (collectively, “Applicable Law”); (b) this Agreement; (c) the Method Terms; and (d) the Integration Requirements. 

8. Payment Terms

Transaction Fees are charged at the time of the transaction unless otherwise communicated to you in advance in writing. All other fees incurred in a calendar month will be charged on or after the 2nd business day of the following month. All fees are non-refundable. You expressly authorize Method to charge your Method account and/or linked U.S. financial institution account(s) (each, a “Payment Account”) for all fees, expenses, and other amounts owed under this Agreement. You are liable to Method for all fees and expenses (including reasonable attorneys’ fees) that Method incurs in collecting, or attempting to collect, fees, expenses or amounts you owe to Method.

9. Transaction Reversal and Your Liability

You are solely responsible for you and your end users’ payment activity initiated using the Method Platform Services, including, without limitation, any fraudulent activity. Method has no obligation to ensure that the funds required to complete a payment will be available. Any payment sent or received by you or your end users may: (a) be reversed in accordance with Method or its Financial Institution Partners’ risk management policies, (b) be reversed in accordance with Applicable Law, including without limitation, by ACH return as defined under the Nacha Rules, (c) fail due to your error or end user error, (d) fail due to the provision of inaccurate information by you or your end user; or (e) be cancelled or rejected by an end user or the end user’s financial institution (each, a “Reversal”). Except for any Reversal made in error by Method, you are liable to Method and its Financial Institution Partners for any and all losses caused by Reversals and any other Customer activity, whether or not authorized by you or the end user, including unauthorized or erroneous activity initiated by you, your end users, or your Application, whether through misconduct, negligence, error, or otherwise.  You authorize Method and its Financial Institution Partners to recover any such amounts due to Method and/or its Financial Institution Partners by debiting the available balance in your Method account. If the available balance in your Method account is insufficient, you authorize Method and its Financial Institution Partners to take any of the following actions to recover the remaining amounts from you: (x) debit your Payment Account(s); (y) request immediate payment from you, and, if payment is not received timely, engage in collection efforts; and (z) pursue any rights or remedies available under any of your agreements with Method for failure to pay amounts owed to Method, including, without limitation, termination for non-payment. Method may require that you provide a personal guaranty for any amounts owed under this Agreement. In the event that your Application has an unacceptable number or rate of Reversals, Method reserves the right to immediately restrict or suspend your use of the Method Platform Services, including by terminating this Agreement.

10. Transaction Limits

You understand and agree that Method may, in its sole discretion, impose limits on the transactions that you may submit, including but not limited to, limits on the maximum dollar value of one or more transactions and/or limits on the volume of your transactions over a period of time. Any such limits will be communicated to you in writing by Method prior to being imposed. Nothing in this provision will be deemed to limit Method’s right to decline any transaction that you submit in accordance with Method’s other rights under this Agreement.

11. Taxes

You are solely responsible for paying and collecting any applicable taxes, duties, levies, or tariffs imposed with respect to the sale of Your Services and the sale of any goods or services through your Application. You acknowledge that Method may have informational reporting requirements to the Internal Revenue Service in connection with payments made for goods or services through your Application. You agree to provide us with any information necessary to complete such reporting, including end user information for the purposes of filing Form 1099-K.  In the event Method incurs a sales tax liability as a result of the sales of your goods or services and/or Method receives an assessment from a taxing authority directly attributable to the sales of your goods or services, you will indemnify Method for all taxes, interest, and penalties that may be assessed. 

12. Termination

Either Method or you may terminate this Agreement at any time by providing the other party with written notice. Upon termination, you will: (a) immediately stop using the Method Platform Services to accept new transactions, (b) cooperate with Method to complete all pending transactions, and (c) remove any Method Marks, as defined in Section 36 from your Application(s). Method may also terminate this Agreement if: (x) you fail to pay any Fees or any other amounts owed under this Agreement within ten (10) days of receiving notice from Method that payment is owed; (y) you violate this Agreement or any other applicable Method policy or agreement; or (z) your use of the Method Platform Services poses unacceptable risk, including but not limited to financial or data security risk, to Method and/or its Financial Institution Partner in Method’s and/or its Financial Institution Partner’s sole discretion. Without limiting the foregoing, you expressly acknowledge and agree that you will have a continuing obligation after termination of this Agreement to pay any Fees, fines, or other amounts related to your transactions as set out in this Agreement.

Integration and End User Experience Requirements

13. API credentials

In order to access and use the Method API, Method will provide you with credentials in the form of a key and secret specific to you (“API Credentials”). The API Credentials are Confidential Information and property of Method. You are responsible for maintaining commercially reasonable security and control of your API Credentials in accordance with this section and Section 3. You are prohibited from selling, transferring, sublicensing, or disclosing the API Credentials to any third party, other than to your third party service providers who need such information in order to perform services for you, if applicable.  Method may immediately revoke the API Credentials if you breach this Agreement.

14. Compliance with Integration Requirements and Go Live Approval Process

In order to receive API Credentials and provide the Method-Enabled Services in your Application (“Go Live”), you must successfully complete Method’s review of your Method API integration and receive Method’s written approval to Go Live. Your Application must be developed in compliance with this Agreement, the Method Terms, the Integration Requirements, and Applicable Laws. You are solely responsible for your integration costs and expenses. In addition to reviewing your integration, Method may review information relating to your business, operations, and/or financial condition and you agree to cooperate with such review. Method may require you to modify your Method API integration and/or Application user experience if it does not comply with the Integration Requirements. You understand and agree that approval to Go Live is granted by Method in its sole discretion. 

15. Bank Account Verification

An end user may link their US state or federally-chartered bank or credit union account (“Bank Account”) to your Application for the purpose of using the Method-Enabled Services. Method may require that you verify the ownership of the Bank Account in a commercially reasonable manner, as specified in the Integration Requirements. If you do not use the methods provided by Method, you must receive Method’s approval prior to using your own verification method. You agree to cooperate with Method’s review of your Bank Account verification method, including the provision of any documentation regarding your method that Method reasonably requests. Prior to changing your Bank Account verification method after it has already received approval by Method, you must notify Method at team@methodfi.com and receive Method’s written approval of the proposed changes.

16. Your Agreement With End Users

You must have a written agreement with end users (“Your Terms”) in order to provide the Method-Enabled Services to them. Your Terms must be: (a) presented to your end users via online disclosure, (b) accepted electronically, (c) and be accepted in an auditable manner that complies with federal electronic signature laws. Your Terms must allow you to comply with all requirements of this Agreement. Method has no liability to end users for any of Your Services, including any goods or services that may be sold through your Application. If your Application allows end users to buy or sell goods or services, you must publish a refund policy and enforce compliance with that policy. You are responsible for enforcing end users’ compliance with Your Terms. You must also take commercially reasonable steps to ensure that end user activities using the Method-Enabled Services do not violate any Applicable Law or the Method Terms. Notify Method immediately if you detect illegal, fraudulent, deceptive, or otherwise suspicious activity associated with an end user at security@methodfi.com

17. Origination Authorization From End Users

Prior to initiating any payment for an end user, you must capture the end user’s authorization to allow Method, as your payments service provider, to originate funds transfers according to the end user’s instructions as provided via your Application.

18. Express Consent From End Users

You must obtain an end user’s express consent prior to conducting any activity for and/or on behalf of the end user in connection with the Method-Enabled Services, including but not limited to: (a) collecting any end user personal data; (b) sharing end user with data with Method for the purpose of enabling the Method-Enabled Services, including the provisioning and support of a Customer, if applicable, (c) using any end user personal data for a purpose not previously disclosed or for which the end user has withdrawn consent; (d) conducting any activity for which the end user has not given you express consent or for which the end user has withdrawn consent; or (e) attempting any of the above.

19. Notifications for End Users

You are solely responsible for sending all necessary notifications to end users related to their use of the Method-Enabled Services, including payment activity notifications, as applicable. Required Customer activity notifications include, but are not limited to, all notifications specified in the Integration Requirements. 

20. Clear Disclosures to End Users

You are required to provide clear and easily understood disclosures to end users regarding their use of the Method-Enabled Services, including, but not limited to:

  1. Funding Source. If your Application allows an end user to choose different funding sources or create a hierarchy of funding sources for sending or receiving funds, you must clearly disclose the funding source or hierarchy of funding sources for any given transfer before the end user authorizes the transfer.
  2. Fees. Any fees charged in your Application must be appropriately disclosed to end users prior to the fees being charged. Fees and payment terms must be clearly communicated to end users and you must obtain the end user’s express consent prior to charging the end user any fees.
  3. Purchase Terms. If your Application allows an end user to buy goods or services, your Application must clearly identify and disclose the goods or services being purchased, the purchase price, any taxes or fees, and the payment schedule, if any. If your Application allows peer to peer payments, your Application should include a memo field for noting the purpose of the payment.
  4. Transfer Times. Subject to any delays caused by financial institutions independent of the Method platform or delays due to fraud or compliance reviews initiated by Method, transfers will normally process in the following time frame: within 3 to 4 business for transfers from a Bank Account to a Bank Account or Liability Account. Transfer times are not guaranteed in any way. You are responsible for clearly disclosing these transfer times to an end user prior to payment initiation, as applicable.
  5. Recurring Payments. If your Application allows a non-business end user (an individual) to authorize one or more recurring payments, you must: (i) clearly disclose the payment amount(s), payment schedule, and any relevant payment terms to the end user; (ii) clearly disclose to the end user that the end user has the right to receive advance notice of the amount and date of each payment that will occur in the future at least 10 days before the payment is initiated, or you may offer the end user the option to receive advance notice only for payments that exceed a specified range; (iii) clearly disclose the funding source for the payment or the series of payments or give the end user the opportunity to choose the funding source before each payment is initiated; (iv) obtain the end user’s express consent for the payment(s) after disclosing all items set out above in (i) through (iii); (v) provide the advance payment notice(s) to the end user set out above in (ii); (vi) clearly disclose and provide a readily accessible method for the end user to cancel one or more payments; and (vii) comply with any cancellation request submitted under (vi).

21. Customer Support for End Users

You are solely responsible for providing customer support for Your Services to end users and, if applicable, for any goods or services that are sold via your Application. You must clearly disclose your customer support policy and publish your customer support contact information in an easily accessible manner within any Application through which you offer Your Services. 

22. Dispute Resolution for End Users

You are responsible for resolving all end user disputes related to Your Services (“End User Disputes”), including any End User Dispute communicated by an end user to Method. Method has no obligation nor any liability associated with your End User Dispute resolution policies and procedures. You agree to provide Method with any requested information regarding the status and/or resolution of an End User Dispute. Method has the right but no obligation to provide support to an end user that contacts Method regarding an End User Dispute, and in such event, you must provide Method with any information Method reasonably requests for the purposes of assisting the end user.

23. Accuracy of End User Data Provided to Method

You are solely responsible for providing accurate and complete end user data as required or requested by Method for the purposes of providing you the Method Platform Services. In particular, you must ensure that end users are properly identified and classified as personal or business end users. Business end users may not conduct any transactions for personal, family, or household purposes. Method may require you to collect and provide additional information to enable the Method-Enabled Services for an end user and you agree to provide such information. You must use commercially reasonable efforts to verify that any end user data that you provide to Method is accurate and complete.

24. Transaction and End User Risk Management

You understand and agree that Method may decline, restrict, or otherwise limit any transaction and/or the ability of an end user to use the Method-Enabled Services in accordance with Method’s risk management policies. It is your sole responsibility to verify the identity and legitimacy of your end users, their activities, and their transactions using commercially reasonable methods. Method reserves the right to restrict, suspend or terminate an end user at any time if: (a) Method determines that the end user’s activities violate the Method Terms, any other applicable Method agreement or policy, or any Applicable Laws; (b) Method reasonably determines that the risk associated with the end user or the end user’s activities poses unacceptable risk to Method and/or its users; (c) you do not provide Method with all end user information as required or requested by Method; or (d) for any other reason, in Method’s reasonable discretion. If Method suspends or restricts an end user, Method will use reasonable efforts to provide timely notice to you. Such notice may occur after the suspension or restriction has occurred. Method may also, in its reasonable discretion, contact any end user for Method’s fraud investigation and/or risk management purposes. If Method contacts an end user for such purposes, Method will notify you to the extent permissible under Applicable Law. 

25. Customer Eligibility

Customers may only be created for end users that are residents of the United States. You agree that you will not enroll or attempt to enroll a Customer for any end user that does not meet these criteria and that you will use appropriate measures, technical, operational, and otherwise, to do so.

26. Required Disclosures for Customers

If your Application allows an end user to become a Customer, Your Terms must clearly disclose the following: (a) a Customer must accept the Method Terms and Method Privacy Policy; (b) you will provide all necessary Customer notifications, including payment activity notifications to the Customer; and (c) you will provide the Customer with all necessary customer support for Customer activity, including payment activity and dispute resolution. You must capture an end user’s acceptance of Your Terms, the Method Terms, and the Method Privacy Policy in an auditable manner and in compliance with federal electronic signatures law prior to providing a Customer and any related Method Services to that end user.

27. Other Required Disclosures

If requested by Method, you agree to promptly notify your Customers of any changes to the Method Terms, the Method Privacy Policy, any service outages or other announcements regarding the Method-Enabled Services, or provide any other information or disclosures as required by Applicable Law.

28. Termination of a Customer

You understand and agree that Method may require you to terminate a Customer if Method deems the Customer inactive or dormant, or for any other reason specified in this Agreement. You acknowledge that if a Customer owes you funds, your only recourse to recover those funds may be outside of the Method network.

Privacy and Data Security

29. Your Privacy Policy

You must publish and comply with a privacy policy that is prominently displayed and readily accessible from every Application from which Your Services can be accessed, i.e. if an end user can access Your Services from both a website and a mobile application, you must make your privacy policy available on both the website and in the mobile application. Your privacy policy must comply with Applicable Law and clearly explain what data you collect, how you will use it, how you will share it, and how you will store it.

30. Use of Data

You must obtain your end users’ express consent to use their data for the purposes of providing Your Services, including the Method-Enabled Services, to them. You understand and agree that you may only use data that you receive via the Method Platform Services in accordance with this Agreement and Applicable Law. You are prohibited from selling, transferring, sublicensing, and/or assigning any interest in any data that you access or receive via the Method APIs and the Method Platform Services.  You acknowledge that you are solely responsible for your use of any end user data.

31. Data Security

Each party is responsible for the security of all data in its possession or control and for its compliance with Applicable Law in connection with its data handling and management practices. Each party is responsible for maintaining commercially reasonable data security controls to protect and secure data from unauthorized use, access, or disclosure. You agree to provide Method with any evidence to demonstrate your compliance with this section upon request by Method. You agree that Method may terminate your use of the Method Platform Services in its sole discretion if Method determines that you or your application pose an unacceptable security risk to Method, its platform, or its users.

32. Audit

Method may audit, examine and otherwise monitor your compliance with this Agreement and you agree to cooperate fully with any such audit.  Within 30 days of notice from Method, you will provide to Method or its third party auditor (either, a “Method Auditor”) access to and assistance with: documents, records, reports, or other data, information, or materials compiled, maintained, or otherwise available to the extent related to your compliance with this Agreement and not prohibited from disclosure by Applicable Law. If a Method Auditor determines that you are not in compliance with this Agreement, you will take appropriate action to remedy the non-compliance and will provide Method with evidence of the steps taken to achieve compliance with the time frame agreed upon by the parties.

Confidentiality

33. Confidential Information Definition

“Confidential Information” means any type of information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) under this Agreement, regardless of the form of disclosure and which (a) is clearly marked as “confidential” or “proprietary” at the time of such disclosure, or (b) should, by its nature and the circumstances of disclosure, reasonably be understood to be confidential by Receiving Party. Notwithstanding the foregoing, Confidential Information does not include information that is in Receiving Party’s possession at the time of disclosure, as substantiated in writing, or enters the public domain without breach of this Agreement.

34. Confidentiality Obligation

Receiving Party must maintain the confidentiality of Disclosing Party’s Confidential Information in a commercially reasonable manner and in a manner no less stringent than the measures it employs to protects its most confidential and proprietary information. Receiving Party must not use Disclosing Party’s Confidential Information for any purpose other than as necessary to perform Receiving Party’s obligations under this Agreement. Receiving Party may disclose Confidential Information that is required to be disclosed pursuant to any statute, regulation, order, subpoena or document discovery request, or in response to an inquiry or request of any governmental or regulatory agency or self-regulatory organization, provided that, to the extent not prohibited, Receiving Party will notify Disclosing Party of such request as soon as practicable in order to afford Disclosing Party an opportunity to seek a protective order. Receiving Party’s obligation to maintain the confidentiality of Confidential Information will survive the termination or expiration of this Agreement for any reason. 

Intellectual Property

35. Method API License

Method grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access, use, and integrate the Method Platform Services with your Application in accordance with this Agreement (“API License”). This API License may be immediately revoked or terminated by Method if you share your API Credentials with any third party (other than third party service providers who need such information in order to perform services for you) or if you breach this Agreement.

36. Marks

Solely in connection with the activities contemplated by this Agreement, each party grants the other party a limited, non-exclusive, non-transferable, non-sublicensable, revocable license for the term of this Agreement to use and display the other party’s trade names, trademarks, logos, and domain names (“Marks”) solely for you to identify Method as your provider of the Method Platform Services and for Method to identify you as a user of the Method Platform Services. You may only use Method’s Marks in accordance with any usage guidelines communicated to you by Method and this Agreement. You may not misstate or incorrectly describe the nature of the relationship between you and Method and the services provided by each party. Method may revoke your ability to use the Method Marks in its sole discretion upon notice to you.

37. Intellectual Property Ownership

Method is the exclusive owner of and retains all right, title and interest to the Method Platform Services; Method APIs; the Method Dashboard; the Method platform and all modifications, enhancements, upgrades and updates thereto; the Method Marks; and all intellectual property rights therein and thereto (collectively, the “Method IP”). There are no implied licenses under this Agreement. Except as set out in this Agreement, you will not acquire any rights in the foregoing and you will not copy, transmit, transfer, modify or create derivative works, reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the Method IP, nor permit or authorize any third party to do any of the foregoing. 

38. Feedback

You may voluntarily provide suggestions or ideas for improvements or modifications to the Method Platform Services (“Feedback”). Nothing in this Agreement will prohibit Method from using, profiting from, disclosing, publishing, or otherwise exploiting any Feedback, nor create any obligation to compensate you for the provision of Feedback.

Other Legal Terms

39. Indemnification

You agree to defend and indemnify Method, its officers, directors, agents, employees, and suppliers from any third party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs, or expenses (including reasonable attorneys’ fees and other litigation expenses) arising from: (a) your violation or breach of this Agreement; (b) your negligence or misconduct; or (c) your violation of Applicable Law. 

40. Limited Warranty

THE METHOD PLATFORM SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. METHOD MAKES NO REPRESENTATION OR WARRANTY THAT THE METHOD PLATFORM SERVICES WILL MEET YOUR REQUIREMENTS OR BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE.

41. Limitation of Liability

IN NO EVENT WILL METHOD BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (a) THIS AGREEMENT, OR (b) YOUR USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE METHOD PLATFORM SERVICES UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER METHOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL METHOD’S LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES METHOD HAS RECEIVED FROM YOU UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO A CLAIM. THIS LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

42. Assignment

You may not transfer, assign, or delegate this Agreement or any of your rights, obligations, or duties under this Agreement without the prior written consent of Method. Method may transfer or assign this Agreement or any of its rights, obligations, or duties under this Agreement at any time.

43. Independent Contractor Relationship

You and Method are independent entities, and this Agreement does not create any partnership, agency, or joint venture relationship between you and Method. You may not and may not attempt to represent, warrant, or obligate Method to any commitment with any third party.

44. Force Majeure

Method is not responsible for any failure to perform its obligations under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, including, but not limited to, weather, fire, flood, earthquake, war, embargo, strike, riot, civil unrest, acts of terrorism, failure or interruption of public or private infrastructure, or the intervention of any government entity. In the event of such a failure, Method’s obligations will be suspended until Method is able to perform.

45. Notices

All notices to Method must be sent by email to legal@methodfi.com.

46. Governing Law; Waiver of Jury Trial

This Agreement will be construed in accordance with, and governed by, the laws of the State of Iowa, without regard to its conflict of laws principles. You waive right to a jury trial in any judicial proceeding involving any claim relating to or arising under this Agreement.

47. No Third Party Beneficiaries

This Agreement is intended for the exclusive benefit of you and Method and not intended to benefit any third party.

48. Entire Agreement, Conflicts, No Waiver, Construction

This Agreement, along with the Method Terms, the Integration Requirements, any executed Order Form, and any documents incorporated by reference, constitute the entire agreement between the parties. Any agreement to modify or amend this Agreement must be agreed to in writing by the parties. With the exception of any Order Form that the parties have executed, to the extent that the terms of this Agreement conflict with any other Method agreement or policy governing your use of the Method Platform Services, this Agreement will control. Any failure by Method to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect. All provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement will survive termination of this Agreement for any reasons. No provision of this Agreement will be construed against a party by reason of that party drafting such provision.