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HomeMy WebLinkAboutContract 50228 Q�� 123456� d) o Ck;�r SECRETARY BONDLINK, INC. 9SbEZ � ISSUER USER AGREEMENT The terms and conditions set forth below (the"Issuer User Agreement")with the BondLink Privacy Policy (collectively, the "Agreement") govern access to and use of the Services, as defined below, by Issuer's website www.FortWorthTexasBonds.com (the "Site") and of the debt management and investor relations platform and Content(as defined below), products, and services made available by BondLink, Inc. ("BondLink," "we," "us" or "our") on or through the Site (the Site, together with such investor relations platform and the content, products and services made available on or through the Site collectively, the "Services") for issuers of bonds (each,an"Issuer").Please read this Issuer User Agreement carefully before accessing or using the Services as it constitutes a legally binding contract between BondLink and you, the Issuer registered under an Account (as defined below) to access and use the Services ("you", "your" or "Issuer User"). YOUR ACCEPTANCE OF THE AGREEMENT. By creating an Account on BondLink.com or such other domain as we may specify, you are indicating that you have read this Issuer User Agreement and all applicable terms and conditions of our Prig, wy I )lice,which are incorporated herein by reference and made an integral part of the Agreement and, you hereby accept, without limitation or qualification, and agree to be bound by, all of the terms and conditions of the Issuer User Agreement. You agree and acknowledge that a Prospective Investor's use of the Site is governed by Bondlink's Terms of Use which are available on Bondlink.com. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT CREATE AN ACCOUNT AND YOU MAY NOT ACCESS OR USE ANY OF THE SERVICES. This Agreement is effective("Effective Date") on the date on which your Account is created. You and BondLink are also sometimes referred to in this Agreement individually as a "party" and collectively as the "parties". YOUR ACCESS AND USE OF THE SERVICES. Subject to your compliance with the terms and conditions of this Agreement, BondLink hereby grants you the right to access and use the Services for the intended purpose of the Services applicable to you. You will not, directly or indirectly: (a) modify, copy or create any derivative works based on the Services; (b) license, sublicense, sell, resell, rent, lease, transfer,assign, distribute, time share, offer in a service bureau, or otherwise make the Services available to any third party, other than to Representatives, or as otherwise permitted herein; (c) access or use (or allow a third party to access or use) the Services for competitive analysis or to build any competing products or services; (d) copy any features, functions, integrations, interfaces or graphics of the Services; or (e) otherwise use or exploit the Services in any manner not expressly permitted by this Agreement. You shall comply with all applicable federal, state, local and foreign laws, rules and regulations in conducting your business and using the Services, including, without limitation all applicable privacy, data security, and export compliance laws and regulations (collectively, "Applicable Law") and your use of the Services shall be in compliance with this Agreement and the rules, policies and procedures established by BondLink for use of the Services. OFFICIAL RECORD I CITY SECRETARY ©COPYRIGHT 2017 BondLink Inc.,ALL RIGHTS RESERVED FT.WORTH,TX ACCOUNT REGISTRATION AND RESPONSIBILITIES. To gain access to the Services, you must register for an account(an"Account"). By registering for an Account and accessing and using the Services, you represent and warrant that all information provided to BondLink in connection with this Agreement, including in the process of registration for the Services, is true, accurate, and complete. The individual creating your Account and entering into this Issuer User Agreement on your behalf hereby represents and warrants that he/she is your employee or agent and has the legal authority to bind you to this Agreement. You acknowledge and agree that your use of the Services is dependent upon access to telecommunications and Internet services. You will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. You are responsible for the acts of others utilizing your access to the Services, including Prospective Investors,as defined below,and your authorized employees,representatives,advisors, consultants, and agents ("Representatives"), and you will be responsible and liable for violations of this Agreement or any use or misuse of the Services by Representatives or Prospective Investors. Any reference in this Agreement to your "access" or "use" of the Services (or similar phrase) is deemed to include access or use by Representatives and Prospective Investors, and any act or omission of a Representative that does not comply with this Agreement will be deemed a breach of this Agreement by you. RESTRICTIONS ON USE. You agree not to access or use the Services in an unlawful way or for an unlawful or illegitimate purpose, including without limitation any violation of the antifraud or registration provisions of the securities laws of the U.S. or any state thereof. You shall not post to our blog or transmit via the Services (a) any messages or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening, hateful to any person, or is otherwise tortious material; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of the Services in any manner, including without limitation,through the use of methods such as denial of service attacks,flooding, or spamming, and you will not transmit, distribute, introduce or otherwise make available in any manner through the Services any computer virus,keyloggers, spyware,worms,Trojan horses,time bombs or other malicious or harmful code (collectively, "Harmful Code"). You shall not use the Services in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to our computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access the Services. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including, without limitation, any software or applications utilized by BondLink in the provision of the Services); (ii) frame or mirror any portion of the Services, or otherwise incorporate any portion of the Services into any product or service; (iii) modify, translate, or otherwise create derivative works of any part of the Services; (iv) remove any copyright, trademark or other proprietary rights notice from the Services; or (v) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. The enumeration of violations in this"RESTRICTIONS ON USE" section is not meant to be exclusive,and BondLink provides notice hereby that it has and will exercise its authority to take whatever action is necessary 2 ©COPYRIGHT 2017 BondLink Inc.,ALL RIGHTS RESERVED to protect the Services, other Issuers, Prospective Investors and other third parties from acts that would be adverse to the purposes of this Agreement. PROFESSIONAL AND SUPPORT SERVICES. As part of the Services, Bondlink provides customer support related to the Services during normal business hours. You may purchase certain additional services, including for extraordinary or custom features, from BondLink pursuant to a separate statement of work or ordering document and for an additional fee. To inquire how to purchase such services, you may contact us at the email address support@bondlink.com at any time. PROSPECTIVE INVESTORS. It is solely your decision whether to respond to a message or initiate an interaction with a prospective investor (a "Prospective Investor") who contacts you through the Services. You hereby acknowledge that any information you render to a Prospective Investor is at your sole discretion and risk and you assume full responsibility for all such information, including without limitation responsibility for ensuring that such information is accurate and complete. Prospective Investors are solely responsible for use of information provided by you. FEES AND INVOICING. The Services are provided to you for a fee and on the payment terms set forth on Exhibit A, which fees and terms are incorporated herein. PAYMENT PROCESSING. We use third-party payment processors(the"Payment Processors") to bill you for the Services through a payment account linked to your Account. The processing of payments may be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Agreement. We are not responsible for error by the Payment Processors. By choosing to gain paid access to the Services,you agree to pay us,through the Payment Processors, all charges at the prices then in effect for any use of such paid access to the Services in accordance with the applicable payment terms and you authorize us, through the Payment Processors, to charge your chosen payment provider. You agree to make payment using your selected payment method. We reserve the right to correct any errors or mistakes made. YOUR CONTENT. By using our Services to publish and display financial and operating information, historical debt information, financial statements, expenditure reports, and other financial and economic data (collectively, "Your Content'), you acknowledge and agree that: (a) BondLink has not prepared or developed any of Your Content; (b) BondLink does not view or monitor Your Content; and (c) you have sole responsibility for the accuracy and quality of Your Content and for ensuring that your collection and use of Your Content complies with Applicable Law, including those related to data privacy and transmission of personal data. You represent and warrant to us that you have all necessary rights to distribute Your Content, either because you are the author and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of Your Content. BondLink has no ability — in the absence of a specific grant of authority by you — to publish, maintain, or communicate any of Your Content. You upload and publish Your Content via the Services at your own risk. As between you and BondLink, you own all right,title and interest in Your Content. In the event that you request BondLink assist you with uploading Your Content to the Site, you acknowledge and agree that you are responsible for Your 3 ©COPYRIGHT 2017 BondLink Inc.,ALL RIGHTS RESERVED Content to the same extent as if you uploaded it directly and that BondLink has not prepared or developed such content and has no responsibility for reviewing or ensuring the accurate, correctness, merchantability, or quality of such content. LICENSE GRANTS TO BONDLINK. Your Content. You hereby grant to us and our authorized personnel a worldwide, royalty-free, fully-paid, non-exclusive, transferable (in connection with an assignment of the Agreement) and sublicensable license to copy,publicly perform,publicly display,publish,distribute,and otherwise exploit Your Content as we in our sole and absolute discretion deem appropriate to operate and maintain the Services for you. You acknowledge and agree that we will own all right, title, and interest in and to any materials,content,or other works of authorship created by us or on our behalf and used in connection with the Services. PLEASE BE AWARE THAT ANY IDEAS, OPINIONS, RECOMMENDATIONS, DATA AND INFORMATION YOU CHOOSE TO PUBLISH ON OR THROUGH OUR SERVICES ARE PUBLICLY AVAILABLE AND MAY BE SEEN BY LARGE NUMBERS OF PEOPLE. Your Feedback; Your Marks. You hereby grant to BondLink a worldwide,royalty-free, fully-paid, non-exclusive, transferable (in connection with an assignment of the Agreement) and sublicensable license (a) to modify, copy, distribute and incorporate into the Services (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by you, your Representatives relating to the Services or BondLink's business; and(b)to use your business name(s),trademarks, service marks or logos(collectively,"Your Marks")in connection with providing the Services and for marketing and promotional purposes in connection with BondLink's business. Other than those rights specifically granted to BondLink herein, all right, title and interest in and to Your Marks are expressly reserved by you. PROPRIETARY RIGHTS. As between you and BondLink, BondLink owns all rights, title and interest, including all related intellectual property rights, in and to the Services, including software and scripts, and all text, data, files, documents, layout, design, function and "look and feel," graphics, images, audio, videos, audiovisual combinations, interactive features and any other materials available on or through the Services, but specifically excluding Your Content published on or through the Services. This Agreement does not convey to you any rights of ownership in or related to the Services. BondLink's service marks, logos and product and service names (the "BondLink Marks")are owned by BondLink. You agree not to display or use any BondLink Marks in any manner without BondLink's express prior written permission. BondLink will own all aggregated or anonymized data it collects or generates on or through the Services, including through the operation of the Services, and you agree that nothing in this Agreement will prohibit BondLink from generating and utilizing such aggregated or anonymized data for any purpose, provided such aggregated or anonymized data does not reveal the name of the source of the original information or any personally identifying information about you or your Representatives. You shall not take any action to jeopardize, limit or interfere with BondLink's ownership of and rights with respect to the Services. 4 ©COPYRIGHT 2017 BondLink Inc.,ALL RIGHTS RESERVED TERM & TERMINATION. The term of this Agreement will be month-to-month ("Services Term"). The Services Term commences on the Effective Date and will automatically renew on a monthly basis until either party terminates the Agreement as set forth herein. You may terminate the Agreement at any time, for any reason or no reason, by providing notice to BondLink at least thirty (30) days before the end of the relevant Services Term. Additionally, BondLink may terminate this Agreement without cause with thirty (30) days written notice to you. Either party may terminate this Agreement for material breach of this Agreement by the other party by giving written notice to the defaulting party ("Breach Notice") and, in the case of breaches capable of cure, allowing a thirty (30) day period from the date of the Breach Notice to cure the breach. Your(i) failure to pay any fees under the Agreement when due and (ii) you or your Representatives breach of the Restrictions on Use shall be deemed a material breach of the Agreement. Upon termination or expiration of this Agreement (a) you will cease accessing and/or using the Services;and(b)except as specified in the following paragraph, BondLink will have no obligation to maintain your Account or to retain or forward any data to you or any third party, except as required by applicable law. Unless you and BondLink agree otherwise, for a period of thirty (30) days after termination of your Account for any reason, BondLink will make available to you for download in a mutually agreeable format Your Content and any other records stored in your Account. After such thirty (30) day period, BondLink will have no obligation to retain or provide you with access to Your Content and any other records stored in your Account, except as required by Applicable Law. If at any time during the Services Term you require BondLink's assistance in retrieving Your Content and any other records stored in your Account, additional fees may apply. All provisions of this Agreement which by their nature should survive termination shall survive termination,including,without limitation,ownership provisions,warranty disclaimers,indemnity, and limitations of liability. BondLink reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Services pursuant to its internal record retention and/or destruction policies as such policies may be amended. You agree that you will not rely on the Services as your sole record keeping system. RIGHT TO TERMINATE OR SUSPEND SERVICES. You understand that we may modify, suspend or terminate all or a portion of the Services at any time in our discretion without prior notice to you. We reserve the right, in our sole discretion, to revoke, terminate or suspend any privileges associated with accessing the Services for any reason or for no reason whatsoever, including improper use of the Services or failure to comply with this Agreement, and to take any other action we deem appropriate. You agree that BondLink shall not be liable to you or any third party for any termination of your access to the Services. SECURITY AND PASSWORDS. You shall safeguard the Services and your Account from misappropriation, theft, misuse or unauthorized access. Access to the Services is enabled only by login codes and passwords. You shall maintain your login code(s) and password(s) in strict confidence. You shall notify BondLink immediately if you have any reason to believe that your login code(s) or password(s) has been lost or compromised or misused in any way. You, and not BondLink, are fully and solely responsible for any and all use of the Services using your login 5 ©COPYRIGHT 2017 BondLink Inc.,ALL RIGHTS RESERVED code(s) and password(s). BondLink reserves the right to revoke or deactivate your login code(s) and password(s) and terminate your right to access and use the Services at any time if BondLink determines that you or your Representatives have violated the terms of this Agreement. BondLink may also reject or require that you change any login code(s) or password under your account. Login code(s) and passwords are for internal business use only and may not be shared with any third party, including any competitor of BondLink. PRIVACY OF PERSONAL INFORMATION COLLECTED FROM PROSPECTIVE INVESTORS AND SITE TERMS OF USE.Your use of the Services is solely at your discretion. BondLink will not make any of your registration information available to a Prospective Investor and Prospective Investors have complete control and discretion whether or not to share with you their personal or financial information ("Personal Information"). You represent to BondLink that you will comply with all federal and state laws,including privacy and data security laws applicable to your interactions with Prospective Investors, including when interacting with Prospective Investors through the Site. You acknowledge and agree that BondLink cannot be and shall not be responsible for any violations of those laws by you using the Services. You represent that you have all necessary rights and permissions to allow BondLink to process, store, and transfer any data provided by you to BondLink for the provision of the Services. BondLink has a Privacy Policy disclosing what information we collect about visitors, including Prospective Investors, to the Site and registered users of the Services, how we use such information, and the steps we take to secure such information. OUR DISCLAIMER OF WARRANTY. ACCESS TO THE SERVICES IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW,BONDLINK DISCLAIMS ALL WARRANTIES OF ANY KIND,EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, BONDLINK DOES NOT WARRANT THAT THE SERVICES ARE COMPATIBLE WITH YOUR EQUIPMENT OR ARE FREE FROM INVASIVE OR CORRUPTIVE FILES OR HARMFUL CODE;NOR DOES BONDLINK WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. BONDLINK DOES NOT MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM, ANY LOSS OR CORRUPTION OF DATA,ANY LOST COMMUNICATIONS, OR ANY IMPROPER USE OR IMPROPER DISCLOSURE OF INFORMATION CAUSED BY YOU. BONDLINK CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS,DAMAGES OR LIABILITIES ARISING FROM THE DISRUPTION OR FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE OR THE INTERNET OR FOR YOUR USE OR MISUSE OF ANY OF THE DATA OR INFORMATION ACCESSED THROUGH THE SERVICES. 6 ©COPYRIGHT 2017 BondLink Inc.,ALL RIGHTS RESERVED LIMITATION OF LIABILITY. BONDLINK WILL NOT BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSS, DAMAGE, OR HARM THAT YOU, YOUR REPRESENTATIVES, OR ANY THIRD PARTIES INCUR AS A RESULT OF (I) USE OF THE SERVICES; (II) ANY HARMFUL FEATURES ARISING FROM THE SERVICES; (III) THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THE SERVICES AVAILABLE TO YOU OR YOUR REPRESENTATIVES; OR (IV) FROM ANY OTHER CAUSE RELATING TO YOUR OR YOUR REPRESENTATIVES' ACCESS TO, INABILITY TO ACCESS, OR USE OF THE SERVICES, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF BONDLINK OR THIRD PARTIES. EXCEPT WHERE PROHIBITED BY LAW,IN NO EVENT WILL BONDLINK BE LIABLE TO YOU,YOUR REPRESENTATIVES, OR ANY OTHER PERSON FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR THE SERVICES, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF BONDLINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE BONDLINK AND HOLD IT AND ITS LICENSORS AND SUPPLIERS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED,DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES. YOU WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE. WITHOUT LIMITING THE FOREGOING, IN THE EVENT OF ANY PROBLEM WITH THE SERVICES, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SERVICES, AS THE CASE MAY BE. IF APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN NO EVENT SHALL BONDLINK'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING AND USING THE SERVICES DURING THE 12 MONTHS PRECEDING THE DATE ON WHICH LIABILITY AROSE. INDEMNIFICATION. Without limiting the generality or effect of other provisions of this Agreement,as a condition of use of the Services,you agree to indemnify,hold harmless and defend BondLink and its parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors, agents and employees, lenders, licensors and suppliers and their parents, subsidiaries, affiliates, suppliers and their officers, directors, affiliates, subcontractors, agents and employees (each, individually, an "Indemnified Party") against all costs, expenses, liabilities and damages (including reasonable attorney's fees) incurred by any Indemnified Party in connection with any claims arising out of, involving or relating to: (i)your or your Representatives' use of the Services; (ii) Your Content and Your Marks; (iii) your violation of any Applicable Law; and/or 7 0 COPYRIGHT 2017 BondLink Inc.,ALL RIGHTS RESERVED (iv)your breach of any obligations set forth in this Agreement. You shall not settle any such claim without the written consent of the applicable Indemnified Party. NON-DISCLOSURE AND CONFIDENTIALITY. In using the Services, you will have access to confidential information of BondLink and its licensors and suppliers that may include, but is not limited to, software, codes, technology, logic, techniques, formats, tools, designs, concepts, methods, processes, ideas, functional specifications, technical materials and information, and related documentation (collectively, the "Confidential Information"). You agree to maintain and safeguard the privacy and security of all Confidential Information. Without limiting the foregoing, you agree to undertake, and to require that all of your Representatives undertake, all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (a)to use the Confidential Information only for the purpose for which such Confidential Information was made available to you as a part of the Services (the"Permitted Purpose") and for no other purpose whatsoever; (b) not to access, use or disclose any Confidential Information that you have no legitimate authorization to access, use or disclose; (c) not to access the Services or any Confidential Information for any other individual or any unauthorized third party; (d) not to disclose Confidential Information to any third-party except to your Representatives who need to know such information to assist you to carry out the Permitted Purpose and which Representatives are bound by a written confidentiality agreement containing disclosure and use provisions no less restrictive with respect to disclosure than those set forth herein; (e)to restrict physical and system access to the equipment which contains Confidential Information or gives access to the Confidential Information; (f)to implement procedures to ensure no computer, device, or terminal with live access to the Services is left unattended at any time; and (g) to use Confidential Information in compliance with Applicable Law. You hereby agree that you shall be responsible hereunder for any breach or threatened breach by the Representatives of the obligations set forth in this Section (Non-Disclosure and Confidentiality) as if such breach or threatened breach was committed by you. You acknowledge and further agree that all obligations relating to Confidential Information under this Agreement will continue after termination of this Agreement and termination of access rights hereunder. You immediately shall notify BondLink in writing at support ,bondlink.com, and cooperate fully with BondLink, in the event you discover or suspect: (i) any unauthorized use of or access to the Services; (ii) any inappropriate use or disclosure of information contained on or obtained through the Services; or(iii) any security incident involving the Services. In the event of such a security incident, you shall take affirmative steps to notify in writing all affected parties of the security incident, to cure the problem that caused the security incident and prevent future security incidents, and to mitigate the effects of the security incident. If in the opinion of BondLink, a security incident has affected or may affect other Issuers, Prospective Investors, or other users of the Services, then BondLink, in its discretion, may notify such Issuers, Prospective Investors, or other users of the Services, as the case may be, of the security incident. CHANGES TO AGREEMENT. BondLink may, from time to time, change the terms of this Agreement. When the terms are changed, BondLink will notify you by e-mail or online postings and give you an opportunity to agree to such changed terms or terminate use of the Services. If you do not provide notice of termination of the Agreement within thirty (30) calendar days of the applicable BondLink notification you will be bound by such changes. 8 ©COPYRIGHT 2017 BondLink Inc.,ALL RIGHTS RESERVED LOCAL LAWS AND EXPORT RESTRICTIONS. BondLink controls and operates the Services from its location in the U.S. using servers in the U.S. As a U.S. company, BondLink and its Services are subject to the U.S. economic sanctions and export control laws and regulations. BondLink makes no representation that the Services are appropriate or available for use in other locations. By using the Services outside of the U.S., you agree that you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of the U.S. and other countries. BondLink shall have no liability for your failure to comply with such laws, regulations, licenses or other authorizations in relation to the Services. Notwithstanding any other provision in this Agreement, BondLink shall have the right to terminate your access to the Services immediately upon the determination by BondLink that you are not in compliance with U.S. export laws or are in violation of any government privacy and/or data protection laws. MANDATORY INFORMAL DISPUTE RESOLUTION. If you have any dispute with BondLink arising out of or relating to this Agreement,you agree to notify BondLink in writing as set forth in the section titled"Notices"below and provide a brief,written description of the dispute and your contact information, and BondLink will have thirty (30) days from the date of receipt of your written notice to attempt to resolve the dispute. If the parties are unable to resolve the dispute through good faith negotiations over such thirty (3 0)day period under this informal process,either party may seek further relief. MISCELLANEOUS. This Agreement shall be governed by the laws of the State of Delaware without regard to its rules on conflicts or choice of law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. This Agreement constitutes the sole agreement between you and BondLink for your use of the Services and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this Agreement shall bind either you or BondLink. The allocation of liability set forth in this Agreement fairly reflects the economic circumstances and risks that the parties are willing to undertake in view of the amounts paid or payable for the rights to access and use the Services specified herein. Any of the terms of this Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of this Agreement as a whole. Failure to insist on performance of any of the terms of this Agreement will not operate as a waiver of any subsequent default. No waiver by BondLink of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties" respective successors and permitted assigns. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. This Agreement constitutes the entire agreement between you and BondLink with respect to use of the Services and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and BondLink, with respect to the Services. This Agreement does not,and will not be construed to,create any partnership,joint venture,employer-employee,agency or franchisor-franchisee relationship between you and BondLink. 9 ©COPYRIGHT 2017 BondLink Inc., ALL RIGHTS RESERVED NOTICES.Any notices provided by BondLink under this Agreement may be delivered to you via U.S. mail or to the email address(es) we have on file for your Account. You hereby consent to receive notice from BondLink through the foregoing means, and such notices will be deemed effective when sent if on a business day,and if not sent on a business day then on the next business day. Any notices to BondLink under this Agreement must be delivered via first class registered U.S. mail, overnight courier, to BondLink, Inc., 34 Farnsworth Street, First Floor, Boston, MA 02210. ELECTRONIC COMMUNICATIONS AND SIGNATURES. You agree to the use of electronic communication in order to enter into agreements, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non- electronic records, to the extent permitted under applicable law. [SIGNATURE PAGE TO FOLLOW] 10 ©COPYRIGHT 2017 BondLink Inc., ALL RIGHTS RESERVED The parties have caused this Issuer User Agreement to be executed by their respective duly authorized signing officers as of 23`d, January,2018. BONDLINK, INC. By: Title: (�,E( d City of Fort Worth,TX By: L� Title/? ,APPROVED AS TO FORM AND LEGALITY. ATT N E Y U: '3: Ka r, ity Secretary OFFICIAL RECORD 11 CITY SECRETARY 0 COPYRIGHT 2017 BondLink Inc.,ALL RIGHTS RESERVED FT.WORTH,TX EXHIBIT A FEES AND PAYMENT TERMS • Paid access to the Services shall be monthly, commencing on the date that you create an Account. All invoices are denominated, and you must pay, in U.S. Dollars. We bill Issuer using our Services for Subscription Fees [monthly, on the same day of each month, with payment due no later than ten(10) days past the invoice date. The Cost of Issuance Fees listed below shall be due on the closing date of the bonds or notes. Issuers are entirely responsible for the payment of all taxes. • Forms of Payment. BondLink accepts major credit cards, debit cards, ACH payment and bank wire transfers. Virtual credit cards and gift cards are not accepted. Other forms of payment may be arranged by contacting BondLink at support@bondlink.com. Please note that any payment terms presented to you in the process of using or signing up for the Services are deemed part of this Agreement. For accounts in arrears, if any amount is more than ten (10) days overdue, without the requirement of providing notice of such arrears, BondLink may suspend service to such account and bring legal action to collect the full amount due, including any attorneys' fees and costs. • Recurring Charges. Issuers can choose to have access to the Services that consists of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that your access to the Services has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. • Cancellation & Refund Information. You may cancel your access to the Services at any time upon thirty days' notice as set forth in the Section headed "Term and Termination" by contacting support(a?bondlirnk.com. At cancellation, your Account will be inactivated and you will no longer be able to use the Services. If you cancel prior to the stated termination date of the contract, you agree that fees for access to the Services and any start-up costs associated with setting up your Account ("Start-up Costs") up to the effective date of termination shall also be nonrefundable, as permitted by law. If you paid fees in advance, you may obtain a refund on a pro rata basis for the period remaining after the effective date of the termination. 12 ©COPYRIGHT 2017 BondLink Inc.,ALL RIGHTS RESERVED Fee Schedule: 1. Subscription Fees Per Site: $100 per month 2. Start-up Costs: $0 if the City activates it's subscription in 2017, $3,000 therafter 3. Cost of Issuance Fees - in connection with the issuance of bonds or notes by or for the benefit of the Issuer or any affiliate thereof: Par Amount issued Rate per Bonds (per$1,000) I First $0 and up to $10 million $0.50 II Over$10 million and up to $50 million $0.10 (plus I if applicable) III Over $50 million and up to $100 million $0.06 (plus I & II if applicable) IV Above $100 million $0.02 (plus I, II & III if applicable) 4. All of the above fees are capped at a not-to-exceed amount of$100,000 over a one-year period. 13 ©COPYRIGHT 2017 BondLink Inc.,ALL RIGHTS RESERVED