FRM Client Portal Terms of Service

Last Revision Date: August 7, 2020

The Portal (https://frmclientportal.com) (“Portal”) is a service made available by Financial Risk Mitigation, Inc. and its subsidiaries (“FRM”) with a principal place of business located at 2332 North Arnoult Road, Metairie, LA 70001, USA. The Portal is intended for commercial transactions and not personal transactions. By use of the Portal, Subscriber agrees to these terms and conditions (“Terms of Service”).

1. Definitions. In connection with these Terms of Service, the following terms are defined:

a. Client Head Designate (“CHD”) means the User(s) authorized on behalf of a Subscriber to agree and subscribe to the Terms of Service by virtue of their authority as a member, shareholder, partner, officer, or as an employee authorized in writing by any of the aforementioned. The CHD is also charged with other administrative duties, including but not necessarily limited to, enabling, disabling, and approving Users of the Portal.

b. Confidential Information means all computer records, customer information, data, programs, reports, interpretations, forecasts, and records containing or otherwise reflecting information and concerning the purpose for which the information was supplied to FRM by Subscriber or by FRM to Subscriber which is not available to the general public whether distilled in paper or electronic form or conveyed orally.

Confidential Information also shall include the fact of the existence of these Terms of Service by and between FRM and Subscriber and the terms of any other agreements by and between FRM and Subscriber.

Confidential Information includes Consumer Reports, Driving Record Reports, Employment Reports, European Reports, Merged Reports, NPI , Non FCRA Reports, and any and all requirements set forth for confidentiality in any and all other applicable foreign, federal, state, local laws, rules, regulations, orders, ordinances and requirements related in any way to obtaining, using, or disclosing personal information.

c. Confirmation Email means an email generated to User(s) of the Portal which contains “Confirmation Email” or “Re-confirmation Email” in the Subject Line.  Subjects of research, fees, and estimated timelines for delivery of Content for the specific services being provisioned are included in the emails.

d. Consumer Report means any information bearing on a consumer’s credit worthiness, credit standing, credit capacity, general reputation, personal characteristics, or mode of living which is used or expected to be used or collected in whole or in part for the purpose of serving a factor in establishing the consumer’s eligibility for credit or insurance to be used primarily for personal, family, or household purposes, employment purposes, or any other purpose authorized under the US Fair Credit Reporting Act (15 U.S.C. 1681 et seq.)(FCRA) or any other relevant statute in the case of consumers residing outside the jurisdiction of the United States.

e. Consumer Report User Notice means the “Notice to Users of Consumer Reports: Obligations of Users Under the FCRA which is incorporated by reference herein, expressly made part thereof for any Subscriber accessing Consumer Reports, Employment Reports, or Merged Report and is available for review at the web address https://frm-inc.com/noticeofusersofconsumerreports/ or click here.

f. Content means the images, goods, services, reports, software and all other material provided on or through the Portal or by way of any other delivery mechanism whether oral, paper, or electronic by FRM to Subscriber.

g. Credit Reporting Laws means the FCRA, and any and all other applicable foreign, federal, state, local laws, rules, regulations, orders, ordinances and requirements related in any way to obtaining, using, or disclosing Consumer Reports, both in the jurisdictions where the Subscriber is located and in the jurisdiction where the consumer as to whom the Consumer Report relates is located.

h. Driver Privacy Protection Laws (“DPPL”) means the Driver Privacy Protection Act (18 U.S.C. 2721 et seq.) and any related state laws.

i. Driving Record Reports means Moving Violation Reports and/or Driving Records (MVRs)

j. Employee means a prospective or actual employee.

k. European Report means a report order from FRM by a Subscriber on an individual whose personal data (as defined in Regulation (EU) 2016/679 (the “Regulation”) is subject to the data protection law of the European Economic Area, Switzerland, or the United Kingdom once it ceases to be a member of the European Union.

l. Employment Reports means Content used as a Consumer Report in connection with evaluating an individual for employment, promotion, re-assignment, or retention as an employee

m. Merged Report means Content used as a Consumer Report prepared by FRM that includes information from consumer reports of more than one of the nationwide consumer reporting agencies, as that term is defined in the FCRA. A Merged Report is a Consumer Report.

n. Non-FCRA Report means a report requested on an individual domiciled in the United States where the report will not be used for the extension of credit, insurance, or employment and not used primarily for personal, family, or household purposes as defined in 15 U.S.C. et seq.

o. Nonpublic Personal Information (“NPI”) means non public Personal Information (“NPI”) as that term is defined in Title V of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. 6801 et seq) or any successor federal statute, and the rules and regulations thereunder, all as may be amended or supplemented from time to time.

p. User means a registered User of the Portal.

2. Representations, Agreements, and Conditions. Subscribers making use of Consumer Reports, Driving Record Reports, Employment Reports, European Reports, Merged Reports, NPI, Non FCRA Reports, and any and all requirements set forth for confidentiality in any and all other applicable foreign, federal, state, local laws, rules, regulations, orders, ordinances and requirements related in any way to obtaining, using, or disclosing personal information, make the following representations, warranties, certifications, and agreements.

a. Portal License. Subscriber is granted a nonexclusive, nontransferable, revocable, limited license to access and use the Portal in accordance with these Terms of Service.

b. Limitations on Use. Use of the Content is limited to lawful purposes. Subscriber may not reverse engineer, disassemble, rent, lease, loan, sell, sub-license, or create derivative works from the Portal or Content. Subscriber may not use any network monitoring or discovery software to determine the Portal architecture, or extract information about usage or Users. Subscriber may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit, or public purposes all or any portion of the Portal or its Content, except to the extent specifically permitted herein.

c. Intellectual Property Rights. Except as expressly provided in these Terms of Service, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights. Subscriber acknowledges and agrees that the Portal and its Content are protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws.

d. Linking to the Portal. Subscriber may provide links to the Portal, provided Subscriber does not remove or obscure, by framing or otherwise, any portion of the page Subscriber is linking. Subscriber must discontinue providing links to the Portal if requested by FRM.

e. Registration. Use of the Portal requires at least one CHD to register for Subscriber. Subscriber acknowledges and agrees to provide FRM with accurate and complete registration information. It is Subscriber’s responsibility to inform FRM in writing to security@frm-inc.com or make use of self-service options on the Portal to directly administer changes to a User’s account that might affect the security of the Portal. Each registration of a User is limited to a single individual only. Users shall not share accounts.

f. Actions by Users. Users are forbidden from obtaining or attempting to obtain Content on themselves, or any other person except as may be in the scope of a User’s official duties with Subscriber. Subscriber agrees to take all necessary steps to prevent its Users from obtaining or attempting to obtain Content on other Users of Subscriber, or any other person except as specifically provided herein. Subscriber shall be responsible for any of its Users who violate this policy.

g. Not Legal Advice. Content made available by FRM is not intended to and does not constitute legal advice and no attorney-client relationship is formed between Subscriber and FRM. Use of the information in the Portal or materials linked from the Portal is at the Subscriber’s own risk. Subscriber should consult an attorney with any legal questions Subscriber may have.

h. Children’s Online Privacy Protection Act. Nothing on the Portal is knowingly directed to children under age 13. FRM does not knowingly collect personally identifiable information from children under the age of 13.

i.  Errors and Corrections. FRM does not represent or warrant that the Portal or its Content is error free, free of viruses or other harmful components, or that defects will be corrected. FRM does not warrant or represent that the information available on or through the Portal will be complete, correct, accurate, timely or otherwise reliable. FRM may make improvements and/or changes to its features, functionality of the Portal or its Content at any time without notice.

j. Third Party Content. Third party content may appear on the Portal or may be accessible via links from the Portal. FRM is not responsible for and assumes no liability for any mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content from any third party content appearing on the Portal. Subscriber understands that the information and opinions in the third party content is neither endorsed by nor does it necessarily reflect the opinion of FRM.

k. Confidentiality. Subscriber and its representatives, agents, and fiduciaries may submit Confidential Information to FRM not available to the general public via the Portal and also by other electronic, oral, or paper based means.

FRM and its representatives, agents, and fiduciaries may submit Confidential information to Subscriber not available to the general public via the Portal and also by other electronic, oral, or paper based means.

In consideration of Subscriber and FRM providing Confidential Information to each other, Subscriber and FRM mutually covenant and agree that each will undertake commercially reasonable steps (including Data Security steps) to protect Confidential Information and will not, except as hereinafter provided, without prior written consent, be disclosed except for the purpose for which it was supplied.

Further, Subscriber and FRM will disclose Confidential Information only to those representatives who need to know in connection with the Purpose for which the information was supplied.

Subscriber and FRM certifies it has the authority to submit Confidential Information to each other.

l. Exclusions to Confidentiality. Information which was already in FRM’s possession prior to Subscriber submitting information is not Confidential Information, unless privacy laws require such information to be treated as Confidential Information.

Information which was already in Subscriber’s possession prior to FRM submitting information is not Confidential Information, unless the law applicable to the information in question require such information to be treated as Confidential Information.

Information which is obtained from a third person who is not prohibited from transmitting the information to Subscriber by a contractual, legal, or fiduciary obligation to FRM is not Confidential Information, unless the law applicable to the information in question requires such information to be treated as Confidential Information.

Subject to applicable law, information which is or becomes publicly available through no fault of Subscriber, FRM, or their Representatives is not Confidential Information.

Notwithstanding anything to the contrary contained herein, Confidential Information may be disclosed if compelled to do so by laws, regulations, rules, orders, legal process, or other proceeding.

Notwithstanding anything to the contrary contained herein, Confidential Information may be disclosed to any party performing services for FRM or Subscriber who has a similar Confidentiality Agreement with Subscriber or FRM, a published policy on Confidentiality, or otherwise, is bound by a professional standard of confidentiality as codified by statute, rule, or regulation subject to privacy laws.

Notwithstanding anything to the contrary contained herein, Confidential Information may be disclosed to legal counsel, examiners, auditors, and directors of Subscriber or FRM and examiners, auditors, and investigators having regulatory authority over Subscriber or FRM in connection with routine examinations and audits of Subscriber or FRM.

m. Notice of Disclosure of Confidential Information. Subscriber and FRM mutually covenant, if Subscriber, FRM, or their Representatives are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) and pursuant to Subscriber or FRM’s good faith opinion that a disclosure of Confidential Information may be necessary, Subscriber and FRM agree to make reasonable efforts to provide the other with prompt notice to the extent possible of any such request or requirements so that Subscriber or FRM may seek an appropriate protective order or waive compliance with the provisions of the Terms of Service. If a protective order or the receipt of waiver hereunder has not been obtained, or if prior notice is not reasonably possible, Subscriber or FRM may disclose that portion of the Confidential Information which FRM reasonably determines and advises Subscriber or Subscriber advises FRM in writing it is compelled to disclose. In any event neither Subscriber nor FRM nor any of their Representatives will oppose action by Subscriber or FRM to obtain appropriate protective order or other reliable assurance that confidential treatment will be accorded to Confidential Information. Subscriber and FRM covenant that it shall notify each other in a reasonable period of any disclosure of Confidential Information in breach of the Terms of Service.

n. Resale, Redistribution, & Reproduction. Subscriber shall not resell any Content to any third party. Content is intended solely for the Subscriber and not for the benefit of any third parties. Except for Subscriber’s exclusive use, any disclosures, copying, reproduction, or distribution is strictly prohibited.

o. Data Security Terms of Service. Use of Portal and Content is subject to the Subscriber abiding by Data Security Terms of Service which may be viewed at https://frm-inc.com/datasecuritytermsofservice/ or click here. Subscriber acknowledges receipt of Data Security Terms of Service and represents and warrants that it has read, understands, and will comply with Data Security Terms of Service. Subscriber acknowledges it has undertaken a review of FRM’s data security safeguards and by virtue of registration specifically acknowledge and agree the policies and procedures used by FRM are commercially reasonable.

p. Notice of Investigations. Subscriber acknowledges and agrees that it will provide prompt and detailed notice to FRM of any investigation of Subscriber that is undertaken by any federal, state, local, quasi governmental entity, or regulator in connection with the Subscriber’s use or disclosure of Consumer Reports, violation of privacy laws, or compliance with Credit Reporting laws.

q. Unlawful Activity. FRM reserves the right to investigate complaints or reported violations of the Terms of Service and to take any action it deems appropriate including, but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

r. Remedies for Violations. FRM reserves the right to seek all remedies at law and in equity for violations of these Terms of Service, including but not limited to the right to block access from a particular internet address to the Portal.

s. Disclaimer. THE PORTAL AND ITS CONTENT IS PROVIDED ON AN “AS IS” BASIS. FRM AND ITS DATA SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT, AND DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, OUT OF OR IN ANY WAY RELATED TO (A) ERRORS IN OR OMISSIONS FROM THIS PORTAL AND THE CONTENT, INCLUDING BUT NOT LIMITED TO INACCURACIES AND TYPOGRAPHICAL ERRORS, CORRECTNESS, COMPLETENESS, AND CURRENTNESS OF CONTENT , (B) ANY THIRD PARTIES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH PORTAL, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THE PORTAL OR ANY PORTION THEREOF AT ANY TIME, OR (D) SUBSCRIBER’S USE OF THE PORTAL.

NEITHER FRM, NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, LICENSORS, AFFILIATED COMPANIES OR PROVIDERS WILL BE LIABLE TO SUBSCRIBER FOR ANY LOSS OR INJURY ARISING OUT OF, OR CAUSED IN WHOLE OR IN PART BY THEM IN PROCURING, COMPILING, COLLECTING, INTERPRETING, PROCESSING, REPORTING OR TRANSMITTING ANY CONTENT, OR INFORMATION SERVICES. Subscriber recognizes that accessing Content with additional or different identification information, or at a different time from a prior request for Content, may result in Content different from that on the date of the original access. Subscriber will indemnify and hold harmless FRM and its affiliated entities from and against any direct and actual loss, cost, liability and expense (including reasonable attorney fees) resulting from Subscriber’s breach of any provision of this Terms of Service.

In addition, Subscriber agrees to hold the FRM, its officers, directors, and employees, and the consumer reporting agencies (including Equifax, TransUnion, and Experian) providing Consumer Reports to FRM, and each of their officers, directors, members, partners, agents, representatives, employees and independent contractors harmless from any expense or damage, including without limitation attorney’s fees, resulting from claims based on (a) the use, publishing, disclosure or dissemination by Subscriber, or its employees, officers, directors, members, partners, affiliates, representatives, independent contractors or agents, of Consumer Reports or contrary to the conditions and certification contained in this Agreement, (b) the failure of Subscriber, or its employees, officers, directors, members, partners, affiliates, representatives, independent contractors or agents, to fully comply with the FCRA and the Credit Reporting Laws, or (c) any other improper or illegal use or disclosure of Consumer Reports.

t. Limitation on Liability. FRM SHALL NOT BE LIABLE FOR ANY INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE PORTAL. FRM SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING SPECIAL DAMAGES, LOSS OF PROFIT, OR ATTORNEY FEES, IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OR INABILITY TO USE THE PORTAL OR CONTENT.

u. FRM may at its sole discretion decide not to act, or continue to act on the instructions of a Subscriber made via the Portal.

3. Additional Representations Regarding Consumer Reports. Subscribers using Consumer Reports, Driving Record Reports, Employment Reports, and Merged reports make the following additional representations, warranties, certifications, and agreements:

a. General Certification. Subscriber will order Consumer Reports only in connection with the written instructions of the Consumer to whom the report relates, or in connection with a credit transaction involving the consumer and for no other purpose. In addition,  all Consumer Reports ordered and received by Subscriber shall, in all cases, be ordered, received and used in strict compliance with the FCRA and Credit Reporting Laws. Subscriber acknowledges that FRM is relying upon these certifications, representations, warranties, and agreements in providing Consumer Reports to the Subscriber, and that FRM could suffer substantial and/or irreparable harm if these provisions are breached.

b. Possible Legal Implications Related to Misuse. THE FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER FALSE PRETENSES SHALL BE FINED UNDER TITLE 18, OR IMPRISONED NOT MORE THAN TWO YEARS OR BOTH.

c. Consumer Report User Notice. Subscriber acknowledges receipt of Consumer Report User Notice and agrees to observe all requirements set forth in the Consumer Report User Notice. The Subscriber warrants and represents that it has read and understands said notice.

d. Driving Record Reports Certifications. Subscriber certifies that Driving Record Reports shall only be ordered in strict compliance with DPPL’s. Subscriber certifies that no Motor Vehicle Records shall be ordered without first obtaining the written consent of the subject to obtain whom the “driving record” applies. Upon request by FRM, Subscriber agrees to provide written consent if requested by FRM. Subscriber certifies that it will use this information only in the normal course of business.

e. California Law Certification. Subscriber certifies that it is not a “retail seller of Consumer Credit”, as defined in Section 1802.3 of the California Civil Code and does not issue credit to consumers who appear in person on the basis of an application of an application for credit submitted in person.

f. Special Vermont Certification. Subscriber certifies that it will comply with applicable provisions of Vermont law for Consumer Reports. In particular, the Subscriber certifies that it will order Consumer Reports relating to Vermont residents, that are credit reports as defined by VFCRA 2480e and applicable Vermont Rules. Subscriber further certifies that notice of VFCRA § 2480e has been provided here and applicable Vermont rules have been received from FRM.

g. 50 State Employment Law Survey generally reviews the restrictions at the state level regarding the use of certain types of information such as criminal records and ban-the-box ordinances. It is provided as a convenience only and not legal advice. It can be viewed at https://frm-inc.com/50-state-employment-law-survey/ or click here.

h. [Intentionally Blank]

i. [Intentionally Blank]

j. [Intentionally Blank]

k. Employment Reports. Prior to ordering an Employment Report, the Subscriber will: (i) make a clear and conspicuous written disclosure to the Employee in a document consisting solely of the disclosure, that an Employment Report may be obtained; (ii) Subscriber shall obtain the written authorization from the Employee to obtain the Employment Report and such authorization may be in the same document as the disclosure; and, (iii) Subscriber will not use information in the Employment Report in violation of any applicable Federal or State equal employment opportunity law or regulation.

Subscriber shall notify FRM in each and every instance it requests an Employment Report from FRM. Subscriber shall notify FRM in each and every instance an Employment Report is requested whether the Employee is reasonably expected to make greater than or less than USD $75,000.

Prior to taking an adverse action based in whole or in part on an Employment Report, Subscriber will provide the following to the Employee: (i) a copy of the Employment Report; (ii) a written description of the rights of the prospective employee (“FCRA Summary of Rights”) obtainable in writing from the Consumer Financial Protection Bureau by mail at 1700 G Street NW, Washington, D.C. 20552 or from their website at www.consumerfinance.gov/learnmore; (iii) and allowing the Employee a reasonable period of time to dispute the accuracy of the Employment Report.

In the event Subscriber makes an adverse action in whole or in part on any information in the Employment Report, Subscriber shall provide Employee with all of the following: (i) Notice of the Adverse Action; (ii) FRM’s name, address, and toll free telephone number; (iii) a statement that FRM did not make the decision to take the adverse action and is unable to provide the prospective employee or employees with the specific reasons why the adverse action was taken; (iv) Notice of Employee’s right to obtain a free copy of the Employment Report from FRM if, within sixty (60) days after receipt of the notice, Employee requests a copy from FRM; and, (v) Notice to the Employee under the FCRA how to dispute with FRM the accuracy or completeness of any information in the Employment Report along with allowing Employee a reasonable period of time to dispute the accuracy of the Employment Report.

4. Additional Representations Regarding European Reports.

a. Data Protection Addendum European Reports are subject to FRM’s EU/EEA Data Protection Addendum available at https://frm-inc.com/eu-eea-data-protection-addendum/ or click here.

b. Irreparable Harm. Subscriber acknowledges that FRM relies upon these certifications, representations, warranties, and agreements in providing European Reports to the Subscriber, and that FRM could suffer substantial and/or irreparable harm if these provisions are breached.

c. Possible Legal Implications Related to Misuse. THE GENERAL DATA PRIVACY REGULATION PROVIDES FOR ADMINISTRATIVE FINES UP TO € 20,000,000 or 4 % of ANNUAL GLOBAL TURNOVER, WHICHEVER IS HIGHER.

5. Fees for Content. FRM confirms fees for accessing Content on Portal by way of Confirmation Email. Fees for Services as initially requested on Portal may differ from fees quoted in Confirmation Email as User may have improperly scoped a request for Content. FRM generally forwards a Confirmation Email the same day or within 1 business day of User requesting paid Content from Portal. If User fails to dispute the fees for Content as scoped in the Confirmation Email within one (1) business day of Confirmation Email’s submission, Subscriber is responsible for total fees quoted. Subsequent revisions to scope and/or fees are accompanied by re-confirmation emails. Subscriber is responsible for fees for Content in any re-confirmation email if not disputed within one (1) business day of a Confirmation Email’s submission.

6. Payment Terms. Fees for Content are due and payable by Subscriber thirty (30) days from the date of the invoice. Payment of invoice is not dependent upon findings, outcome of any legal action, mediation, arbitration, or the amount or terms of any settlement of any underlying legal cause or issue, nor on consummating any contractual or financial arrangement between Subscriber and any third party. If it becomes necessary for FRM to employ an attorney to collect outstanding invoices or otherwise enforce the Terms of Service, Subscriber agrees to pay reasonable attorney’s fees and expenses and any other costs related to any collection or enforcement action undertaken by FRM’s attorneys or otherwise.

7. Termination. FRM may terminate services immediately for just cause, such as: (a) failure to make any payment due to FRM when due as required by the Terms of Service; (b) failure to fully comply with any and all Credit Reporting or Privacy Laws; (c) failure to provide indemnity to FRM as required by the Terms of Service; (d) breach of representation or warranty; or, (e) breach of any obligation required by the Terms of Service.

8. Limitation on Action. No action regardless of form arising out of any transaction occurring or contemplated under the Terms of Service shall be brought by any party more than three (3) years after the delivery of Content.

9. Assignment. Subscriber may not assign its rights under these Terms of Service except with the prior written consent of FRM, which consent shall not be unreasonably withheld.

10. Failure to Enforce. The failure of either Subscriber or FRM hereto at any time, or for any period of time, to enforce any of the provisions of the Terms of Service shall not be construed as a waiver of such provision(s) or the right of FRM or Subscriber thereafter to enforce each and every provision.

11. Modification to Terms of Service. FRM reserves the right to change these Terms of Service. In such cases, Notice will be provided to Subscribers upon log-in for a one (1) month window after any such change has taken place. Continued use of the Portal after such changes constitutes Subscriber’s consent to such changes. Subscriber is responsible for regularly reviewing Terms of Service.

12. Severability & Counterparts. These Terms of Service incorporate by reference any Notices contained on the Portal. In the event any provision of the Terms of Service shall be held to be invalid by any court of competent jurisdiction, the same shall be deemed severable, and as never having been contained herein, and this Terms of Service shall then be construed and enforced with the remaining provisions thereof.

These Terms of Service may be executed in counterparts whether by wet signature or electronic signature, each of which shall be deemed to have the same force as if an original and taken together shall constitute one and the same instrument.

13. Binding Effect. These Terms of Service shall inure to the benefit of and shall be binding on FRM and Subscriber hereto and their respective heirs, legatees, administrators, executors, legal representatives, successors, and permitted assigns.

14. Governing Law and Jurisdictions. The Terms of Service and all matters concerning its interpretation, performance, or the enforcement thereof, shall be governed in accordance with the laws of the State of Louisiana. Subscriber and FRM hereto agree further and expressly that any claim or dispute with respect to the Terms of Services, including without limitation, with respect to the interpretation and enforcement hereof, shall be brought in the Eastern Federal District Court in Orleans Parish, Louisiana or the 24th Judicial Court for the Parish of Jefferson, Louisiana. FRM and Subscriber hereto expressly consents to the personal jurisdiction of the aforementioned state and federal courts, and expressly waives any defense to any action based on lack of personal jurisdiction or inconvenient forum.

15. Primacy of Wet Signature Agreements. The provisions of any wet signature agreement between FRM and Subscriber shall have primacy to any Terms of Service agreed to by way of any Electronic Agreements by and between Subscriber and FRM.

16. Validity of Electronic Signatures. Subscriber and FRM agree to use electronic signatures as per the US E-SIGN Act (i.e. the Electronic Signatures in Global and National Commerce Act – ESIGN, 15 U.S.C. 7001 et seq).

17. Authorization of Signatories. Subscriber by way of CHD’s registration on the Portal and FRM by way of approving the registration of the CHD warrant, represent, and affirm that they have the authority to enter into these Terms of Service.