LICENSE 4 3.0 RELATIONSHIP MANAGER 6 4.0 TERM 7 5.0 TERMINATION 7 6.0 ORDERING, DELIVERY AND INSTALLATION 8 7.0 CUSTOMIZATIONS 9 8.0 SOURCE CODE CUSTODY 10 9.0 DOCUMENTATION 11 10 ACCEPTANCE 11 11.0 MAINTENANCE SERVICES 12 12.0 UPGRADES 12 13.0 NON-MAINTENANCE SERVICES SUPPORT 12 14.0 TRAINING 12 15.0 PRICING/FEES 13 16.0 INVOICES TAXES/PAYMENT 13 17.0 EXPORT LAWS 15 18.0 MUTUAL REPRESENTATIONS AND WARRANTIES 15 19.0 REPRESENTATIONS AND WARRANTIES OF SUPPLIER 15 20.0 DELETION OF FUNCTIONS 17 21.0 DISABLEMENT OF SOFTWARE AND HARDWARE 17 22.0 FINANCIAL RESPONSIBILITY 17 23.0 BUSINESS CONTINUITY 17 24.0 RELATIONSHIP OF THE PARTIES 18 25.0 SUPPLIER PERSONNEL 18 26.0 INSURANCE 19 27.0 CONFIDENTIALITY AND INFORMATION PROTECTION 20 28.0 INDEMNITY 23 29.0 LIMITATION OF LIABILITY 24 30.0 DAMAGE TO BANK OF AMERICA SYSTEMS 24 31.0 SUPPLIER DIVERSITY 25 32.0 ENVIRONMENTAL INITIATIVE 26 33.0 AUDIT 26 34.0 NON-ASSIGNMENT 27 35.0 GOVERNING LAW 27 37.0 MEDIATION/ARBITRATION 28 38.0 NON-EXCLUSIVE NATURE OF AGREEMENT 29 39.0 OWNERSHIP OF WORK PRODUCT 29 40.0 MISCELLANEOUS 30 41.0 ENTIRE AGREEMENT 32 SCHEDULE A PRODUCT LICENSE SCHEDULE TEMPLATE SCHEDULE B CUSTOMIZATION SCHEDULE SCHEDULE C CHANGE ORDER REQUEST FORM SCHEDULE D MAINTENANCE SERVICES SCHEDULE E INFORMATION SECURITY SCHEDULE F BACKGROUND CHECKS SCHEDULE G RECOVERY Proprietary to Bank of America ii vTIP2010 Source: CARDLYTICS, INC., S-1, 1/12/2018 1.0 DEFINITIONS 1.1 All defined terms In this Agreement not otherwise defined in this Section shall have the meanings assigned in the part of this Agreement in which they are defined. 1.2 Acceptance Date - the first Business Day after the day Bank of America accepts the Software or it is deemed accepted pursuant to the Section entitled "Acceptance." 1.3 Acceptance Period - the period commencing on the Installation Date and continuing for the number of days specified in each Product License Schedule, as such period may be extended pursuant to