Developer Portal Terms of Service

Please read these Developer Portal Terms of Service (the “Agreement”) carefully. This Agreement is between you and KeyBank National Association (“Bank” or “Key”) concerning your access and use of the developer portal service (“Service”) for the Permitted Purpose (as defined below).

Any reference to “you” or “your” in this Agreement will refer to both the individual using the Service and to any Organization represented by such individual, whether such individual is an employee, agent, independent contractor, representative, or other similarly affiliated party. You and Bank are each referred to individually as a “Party” and collectively as the “Parties.”

If you are an individual accessing or using the Service on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an “Organization”), then you are agreeing to this Agreement on behalf of both yourself and such Organization. Access to and use of this Service is limited to the individual Party signing this Agreement. A Party may not transfer access to another individual and the sharing of Login Credentials is strictly prohibited. A fully executed Agreement is required for every individual to access and use the Service.

01 DEFINITIONS

"Applicable Laws” means all laws, rules, and regulations of any country, state, municipality or other political entity applicable to the Service, including without limitation: any and all Sanctions, including the Cyber-Related Sanctions Regulations (31 CFR §578); the Export Administration Regulations (15 CFR Part 730, et seq.); Title V of the federal Gramm-Leach-Bliley Act; the federal Economic Espionage Act; The Foreign Corrupt Practices Act of 1977, as amended (15 USC §78dd-1, et seq.); and the Bank Bribery Act (18 USC §215).

"Documentation" means any technical documentation or other instructions provided or made available to you by Bank regarding the proper use of the Service.

"Login Credentials"" means the unique username and password that you create for access to the Service.

“Permitted Purpose” means review Application Programming Interface (“API”) documentation and guides, API simulations testing, downloading YAML content, subscribing to notifications, and key/certification management for the purpose of an integration with KeyBank to use its products and services.

“Sanctioned Person” means any person: (a) that is the subject or target of any Sanctions; (b) located, organized, operating or resident in a country, territory or geographical region which is itself the subject or target of any Sanctions that comprehensively prohibit dealings with that country, territory, or geographical region, or (c) owned or controlled by any such person or persons described in the foregoing clauses (a) or (b).

“Sanctions” means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by: (a) the United States of America, including, but not limited to, those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State or the U.S. Department of Commerce; (b) the United Nations Security Council; (c) the European Union; (d) Her Majesty’s Treasury of the United Kingdom; or (e) any other relevant governmental authority.

02 LICENSE

Subject to your compliance with the Agreement, Bank hereby grants to you a limited, non-exclusive, non-assignable, and non-transferable license to access and use the Service solely in accordance with the Documentation and for the Permitted Purpose.

03 RESTRICTIONS

You will not, and will not allow any third party to, directly or indirectly: (a) disclose, distribute, make available, sell, lease, or otherwise allow any third party to access or use the Service; (b) access or use the Service for any purpose other than the Permitted Purpose; (c) decompile, reverse engineer, reverse assemble, or otherwise attempt to discover any source code of the Service; (d) copy, mirror, frame, modify, or create derivative works based on the Service; (e) access the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Service; (f) use the Service to store or transmit material in violation of any third party rights or Applicable Law; (g) use the Service to transmit any viruses, malware, or other malicious code; (h) interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized access to the Service or any related systems or networks, including by exceeding any applicable limitations on transactions per second implemented by Bank; or (i) access, or allow access to, the Service beyond the United States (except with Bank's prior written approval). Breach of this Section 3 may result in the throttling, suspension, or termination of your account as more fully described in Section 15 herein.

04 REGISTRATION/LOGIN CREDENTIALS

You will be required to register and create Login Credentials to use all or part of the Service. Bank may reject, or require that you change any username, password, or other information that you provide to Bank in registering. Login Credentials are for the personal use of the individual to whom they are assigned only and should be kept confidential. You, and not Bank, are responsible for any use or misuse of your Login Credentials, and you must promptly notify Bank of any confidentiality breach or unauthorized use of your Login Credentials or your account.

05 MODIFICATIONS

Bank may, from time to time in its sole discretion, modify or update the Service in connection with its ongoing delivery of the programs and related features and functionality under the Agreement by notifying you of such modifications or updates by any reasonable means. Such changes will apply across Bank's relevant user base, and you acknowledge that any such modifications or updates may require you to undertake certain integration or implementation efforts.

06 CONFIDENTIALITY AND OWNERSHIP

6.1 Confidentiality

“Confidential Information” means the Service, Documentation, any and all information and data that is accessed through the Service or through the exercise of your rights and licenses under the Agreement, and other sensitive or proprietary information that is reasonably understood, given the nature of the information or circumstance, to be confidential, in each case whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential". You will: (a) protect and safeguard the confidentiality of Bank's Confidential Information with at least the same degree of care as you would protect your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use Bank's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise your rights or perform your obligations under the Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to your representatives who need to know the Confidential Information to assist you or act on your behalf. You will be responsible for any breach of this section caused by any of your representatives. At Bank's request, you will promptly return, and will require your representatives to return, to Bank all copies of Bank's Confidential Information, or, upon Bank's request, destroy all such copies and certify in writing to Bank that such Confidential Information has been destroyed. In addition to all other remedies available at law, Bank may seek equitable relief (including injunctive relief) against you and your representatives to prevent the breach or threatened breach of this section and to secure its enforcement.

6.2 Intellectual Property

07 PRIVACY AND SECURITY

Bank understands the need to safeguard your information and records from unauthorized use and disclosure. Please see the KeyCorp Privacy Policy and Security Disclosures posted on www.key.com.

08 CROSS BORDER TRANSMISSION OF DATA

You acknowledge and agree that by providing Bank with your personal or proprietary information in any application or transaction request through the Service, you hereby consent to the transmission of such personal or proprietary information to or by Bank, and its service providers or marketers, over state and international borders as necessary for handling your application or transaction request in accordance with Bank's standard business practices, subject to Bank's Privacy Policy.

09 ILLEGAL, FRAUDULENT, OR IMPROPER ACTIVITY

You will not use the Service, or any financial service or product provided by Bank, for any illegal, fraudulent, unauthorized, or improper activity (a "Prohibited Use"). If Bank suspects that you may be engaging in any Prohibited Use, including any violation of any terms or conditions relating to this Service or any financial service or product provided by Bank, your access to the Service and any financial service or product may be suspended or terminated without notice. Also, access to the Service may be suspended or terminated if any access device or code has been reported lost or stolen, or you do not follow Bank’s applicable security procedures, or when Bank reasonably believes that there is unusual activity on any of your financial accounts with us. You agree to cooperate fully with Bank to investigate any suspected Prohibited Activity or unauthorized use.

10 INDEMNIFICATION

You covenant and agree to indemnify, defend, and hold harmless Bank, its subsidiaries and affiliates, and their respective officers, directors, employees, agents, and permitted assigns (collectively, the "Indemnitees"), as such, against any and all losses, liabilities, fines, penalties or expenses (including reasonable attorney's fees and expenses) arising from any third-party legal action, claim, demand, or proceedings brought against any of the Indemnitees arising from or related to: (a) any breach of any of the provisions of the Agreement; (b) any use of the Service in violation of Applicable Law or the Agreement; (c) any modification of the Service other than at Bank's express direction or instruction; or (d) any combination of the Service with any third party hardware, software, or other materials or information not provided by, or performed at the express direction, approval, or instruction of, Bank.

11 DISCLAIMER

Bank provides the service on an "as is" and "as available" basis, without any warranties (express, implied, or statutory) including any warranties of fitness ofr a particular purpose, merchantability, title, or non-infringement. Bank does not guarantee that the service or the data provided by use of the service will be uninterrupted, continuously available, accurate, complete, or error-free. Your use or reliance on the service is at your own risk.

12 LIMITATION OF LIABILITY

In no event shall Bank of any of Bank's vendors be liable for any damages, including any incidental, consequential, special, direct or indirect damages, losses, or expenses arising in connection with the service or any linked website, user thereof or inability to use, by any party or in connection with any failure of performance, error, omission, interruption, defect, delay in operation, or transmission, computer virus, or line or system failure, including any loss data, even if Bank or its representative thereof, is advised of the possibility of such damages, losses or expenses, except as limited by applicable law. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above may not apply to you.

13 AVAILABILITY

The Service is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to Applicable Law or regulation. Bank will restrict the availability of the Service during the time when you are in the following countries: Cuba, Iran, Liberia, Myanmar/Burma, North Korea, Sudan, and Syria in order to facilitate Bank's compliance with the U.S. laws administered by the Office of Foreign Assets Control.

14 CHANGES TO AGREEMENT

Bank reserves the right to modify this Agreement at any time without notice, but the most current version of the Agreement will always be available to you by clicking on the link at the bottom of the Developer Portal website. If you find the Agreement unacceptable at any time, you may discontinue your use of the Service, but such Agreement shall survive such discontinuation with respect to activity occurring prior to such discontinuation. By continuing to use the Service after the date of any change of the Agreement, including accessing the Developer Portal website, you agree to be bound by the provisions contained in the most recent version of the Agreement.

15 TERM/TERMINATION

15.1 Term

The Term of this Agreement commences on the date in which you checked the box marked “Accept” in connection with the Service or the date in which you first used the Service, whichever is earlier, and continues in effect until terminated in accordance with the provisions of the Agreement (the “Term”).

15.2 Termination

Either Party may terminate this Agreement at any time for any reason or no reason upon written notice to the other Party.

Bank may throttle or otherwise restrict your use of the Service or suspend your account and/or your access to the Service, if Bank reasonably believes: (i) you have materially breached this Agreement; (ii) the Service is experiencing technical problems; or (iii) such suspension is necessary to protect the rights or property of the Parties or applicable third parties or to comply with Applicable Law.

15.3 Effects Of Termination

Upon any termination of this Agreement (i) all licenses granted to you hereunder will end, (ii) you must cease any access and use of the Service; and Bank may, without liability to you or any third party, immediately deactivate or delete your username, password, and account, and all associated materials, without any obligation to provide any further access to such materials.

Sections 1, 3, 5, 6, 10, 11, 12, 13, 15, 16, 17, 18, 19, and 20 of this Agreement will survive the expiration or termination hereof.

16 APPLICABLE LAW/FORUM

The terms of this Agreement shall be governed by the statutes and laws of the State of Ohio, and the federal laws of the U.S.A., without regard to the conflicts of laws principles thereof. The application of the United Nations Convention of Contracts for the International Sale of Goods, and the model Uniform Computer Information Transactions Act approved by the National Conference of Commissioners on Uniform State Laws (as enacted and/or modified into any state law in the U.S.A.), are expressly excluded and shall not apply.

17 ARBITRATION

The terms and conditions of Key's Arbitration Provision posted on key.com is incorporated into and made a part of this Agreement.

18 ENFORCEABILITY

In the event any of the provisions of this Agreement shall be held to be unenforceable, the remaining provisions shall be unimpaired, and the unenforceable provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision. This Agreement shall be subject to any other agreements you have entered into with Bank.

19 ELECTRONIC COMMUNICATIONS

To the fullest extent permitted by Applicable Law, this Agreement and any other agreements, notices, disclosures, messages or alerts, or other communications regarding the Service (collectively referred to as "Communications"), may be provided to you electronically and you agree to receive Communications in an electronic form. Electronic Communications may be posted on the pages within the Developer Portal website and/or delivered to your e-mail address on record with us. You will print a paper copy of any electronic Communication and retain it for your records. All electronic Communications will be considered to be "in writing," and to have been received and effective upon posting on the Developer Portal website or dissemination to your email address, whether or not you have retrieved or read the electronic Communication. Bank reserves the right to provide Communications in paper format. Your consent to receive Communications electronically is valid until you revoke your consent by notifying Bank by a paper writing of your decision to do so. If you revoke your consent to receive Communications electronically, Bank may terminate your right to use the Service.

20 COMPLICANCE WITH SANCTIONS REGULATIONS

You represent, warrant and covenant that neither you, nor any of the agents, subcontractors, or employees of the associated Organization under this Agreement is (i) an individual or entity that is listed in the annex to, or is otherwise subject to the prohibitions contained in, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (“Executive Order”) of the Office of Foreign Asset Control (“OFAC”) regulations; (ii) an individual or entity with whom Key or any financial institution is prohibited from dealing or otherwise engaging in business under any United States law, regulation, executive order (including, without limitation, the Executive Order, Section 19 of the Federal Deposit Insurance Act) or list published by OFAC; (iii) an individual or entity that is named on the current “Specially Designated Nationals and Blocked Persons List” and “Consolidated Non-SDN List” published by OFAC on its official website or any replacement website or other replacement official publication of such list; (iii) or otherwise a Sanctioned Person; or (iv) an individual prevented from providing Services to Key pursuant to background check. You are not, directly or indirectly, owned or controlled by or under common ownership or control with a Sanctioned Person.

21 MISCELLANEOUS

21.1 Monitoring

Bank may (but have no obligation to) monitor or analyze your access to or use of the Service. Bank may disclose information regarding your access to and use of the Service, and the circumstances surrounding such access and use, to anyone for any reason or purpose.

21.2 Force Majeure

Bank will not be liable to you for failure or delay in performing its obligations under the Agreement if such failure or delay is due to acts of any governmental body, war, insurrection, sabotage, or embargo; fire, flood or other Act of God; strike or other labor disturbance; interruption of or delay in transportation; unavailability of, interruption of or delay in telecommunications or third party services; epidemic, pandemic or other spread of disease; inability to obtain raw materials, supplies or power used in or equipment needed for performance of its obligations; or any other cause beyond Bank's reasonable control.

21.3 Relationship Of Parties

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 Bank.

21.4 Assignment and No Third-Party Beneficiaries

You may not assign or transfer any or all of your rights or obligations under this Agreement without Bank's express prior written consent. Bank may assign or transfer any or all of its rights or obligations under this Agreement without restriction. Any purported assignments, transfers, or delegations in violation of this section will be null and void. Nothing in this Agreement will confer any rights upon any person other than the Parties hereto and their respective heirs, successors, and permitted assigns.

21.5 Interpretation

For purposes of interpreting this Agreement, unless otherwise specifically stated, (a) the singular includes the plural, and the plural includes the singular; (b) the words "herein," "hereof," and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section or paragraph; (c) the words "include" and "including" will not be construed as terms of limitation, and will therefore mean "including but not limited to" and "including without limitation"; (d) the words "writing" or "written" mean preserved or presented in retrievable or reproducible form, whether electronic (including email but excluding voice mail) or hard copy; (e) the captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement; and (f) the references herein to the Parties will refer to their permitted successors and assigns..

21.6 Entire Agreement and Waiver

This Agreement is the final and complete expression of the agreement between the Parties regarding the subject matter of this Agreement. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. No waiver of this Agreement will be binding unless in writing and executed by Bank.

By checking the box marked “Accept” in connection with the Service, or by using the Service, you agree to the terms of the Agreement as indicated above.