THIS DEVELOPER PORTAL (THE "DEVELOPER PORTAL") IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ("AGREEMENT").

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS DEVELOPER PORTAL. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE DEVELOPER PORTAL. BY USING ANY PART OF THE DEVELOPER PORTAL YOU ACCEPT THESE TERMS AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

THE DEVELOPER PORTAL IS BEING MADE AVAILABLE "AS IS". THERE ARE NO WARRANTIES UNDER THIS AGREEMENT AND DST SYSTEMS, INC. ("DST") DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  1. Right of Use. DST grants you ("Customer", "You", or "Your") a personal, non-exclusive, limited, non-transferable, revocable, right to access and use the Developer Portal as permitted by this Agreement.

  2. Term of Use. Customer's right to access the Developer Portal and/or specific APIs shall be effective until such time as access is terminated (a) for any trial term, at DST's sole discretion, with or without notice, or (b) for any production term, as provided for in the API Agreements, as defined below. DST will assign Customer an identifier and password to facilitate access for Customer's Administrator to use the Developer Portal.

    1. The Administrator will assign a separate ID to each person authorized by Customer to access the Developer Portal (an "Authorized User(s)"). Each ID assigned will be entered by the Administrator into the Developer Portal and will be provided with whatever combination of access, inquiry, update or administration rights the Administrator shall establish.

    2. Access to the Developer Portal requires that each Authorized User have his or her own unique operator ID and seek access to the Developer Portal only via that ID. IDs may not be shared among Customer associates or Authorized Users. Customer may not transfer or provide access to the Developer Portal for any other third parties.

    3. Customer shall closely supervise its associates, including without limitation the Administrator and all Authorized Users, and instruct them (1) not to share any IDs; and (2) not to access the Developer Portal through anyone else's ID. The sharing of IDs, the seeking of access to the Developer Portal by anyone other than an Authorized User is a violation of this Agreement and Customer agrees that Customer is solely responsible for any non-compliance by its associates and Authorized Users, including without limitation the Administrator, with the terms of this Agreement. Customer agrees to advise DST promptly if it becomes aware that a Customer employee is mistakenly provided with another employee's ID. Under no circumstances may Customer or its Authorized Users impersonate another DST user or provide false identity information to gain access to or use the Developer Portal.

  3. Scope of Right to Use the Developer Portal. (a) For any trial term, Customer shall have the right to use the Developer Portal or any portion thereof with mock data provided by DST for trial purposes only. Prior to use of full functionalities using test and production data, Customer and DST shall enter into API Agreements, as defined below. (b) For any term of an API Agreements, Customer shall have the right to use the Developer Portal or any portion thereof with test and production data in conjunction with Your use of the "API Products" in accordance with a separate API Master Agreement and Service Schedules (the "API Agreements") between you and DST and for no other purpose. In the event of a conflict between this Agreement and the API Agreements, the executed API Agreements shall control. Customer may only access and use the Developer Portal in the ordinary course of its business, to use the technical documentation posted therein as a reference and guide for CUSTOMER's permitted use support and access of API Products as provided in the API Agreements. As available, Customer may post its questions and comments, and responses to any questions or comments posted by DST or any other DST customer in such Developer Portal. All questions, comments and responses must be related solely to the permitted use, support or licensure of API Products. Customer may print and copy documents or graphics from the Developer Portal only for the permitted uses described above. Customer agrees that all prints or copies shall contain or refer to the copyright or proprietary notices in the Developer Portal from which it copied or printed.

  4. Prohibited Use. Customer will not access or use the Developer Portal for any purpose other than the permitted uses described in Section 3 of this Agreement. Without limiting the foregoing sentence, Customer agrees that it will not:

    1. Reverse engineer, decompile, or disassemble the Developer Portal or any portion thereof, or otherwise attempt to create or derive the source code (including, but not limited to, review of data structures or similar materials produced by the Developer Portal);

    2. Use the Developer Portal for personal communications or any communication which does not concern DST and/or the API Products;

    3. Modify any question, comment, response or other document after it has been posted to the Developer Portal;

    4. Send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material which may violate third party privacy rights;

    5. Transmit any worms, viruses or other disabling devices to, or otherwise interfere with or disrupt, the Developer Portal; or

    6. Revise, delete or otherwise alter the format or content of the web site through which the Developer Portal is conducted;

  5. DST's Proprietary Rights. The Developer Portal and all information relating to the Developer Portal regardless of its type or form are proprietary to and the property of DST and title thereto remains with DST. All applicable rights in copyrights, trademarks, trade secrets and other intellectual property rights in the Developer Portal and all information relating to the Developer Portal regardless of its type or form are and will remain in DST. You have only the right to use the Developer Portal as provided hereunder and do not acquire any rights, express or implied, in the Developer Portal other than those specified in this Agreement. In order to protect DST's trade secret, copyright and other proprietary rights in the Developer Portal, You agree to reproduce and incorporate DST's copyright notice and all other proprietary legends thereon in any permitted copies including partial copies in any form.

  6. Security. You shall not sell, transfer, publish, disclose, display, or otherwise make available the Developer Portal in any form whatsoever, including but not limited to flow charts, logic diagrams, object codes, technical documentation, or other information about the Developer Portal to any third parties without prior written approval of DST. You agree to secure and protect the Developer Portal in a manner consistent with the maintenance of DST's rights therein and to take appropriate action by instruction or agreement with Your employees who are permitted access to the Developer Portal to satisfy Your obligations hereunder. Your personnel who use or work on the Developer Portal shall be informed of the confidential nature of the Developer Portal before being granted the right to use the Developer Portal.

  7. Third Party Terms. Certain functionality delivered as part of the Developer Portal may require services from third party vendors, including third party cloud services providers. Such vendors may require Customer to agree to additional terms and conditions prior to Customer receiving the related services, and Customer will agree to such terms and conditions prior to having access to such services.

  8. Warranty Disclaimer. DST makes no representations respecting the completeness, accuracy or operation of the Developer Portal. DST cannot guarantee that the Developer Portal will work in Your environment. You acknowledge and agree that the Developer Portal is supplied to, and accepted by, You "AS IS" and DST does not warrant the Developer Portal in any way. The Developer Portal is supplied without warranties as to performance or merchantability.

    THE DEVELOPER PORTAL IS SUPPLIED WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER. ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE DEVELOPER PORTAL REMAINS WITH YOU. NO MATERIAL POSTED TO THE DEVELOPER PORTAL SHALL CONSTITUTE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO DST OR ANY OTHER PRODUCT OR SERVICE OF DST OR ITS AFFILIATES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DST SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE AVAILABILITY OF THE DEVELOPER PORTAL AT ANY PARTICULAR TIME OR FOR ANY LENGTH OF TIME.

    You shall have the sole responsibility for adequate protection and backup of its data used in connection with the Developer Portal.

    IN NO EVENT SHALL DST BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFIT OR LOST SAVINGS, EVEN IF DST HAS BEEN ADVISED, KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH DST'S PERFORMANCE HEREUNDER OR THE DELIVERY, SALE, USE OF INABILITY TO USE, OR PERFORMANCE OF THE DEVELOPER PORTAL PROVIDED HEREUNDER. IN NO EVENT SHALL DST'S LIABILITY HEREUNDER BASED ON ANY LEGAL THEORY OR CAUSE OF ACTION EXCEED ONE HUNDRED DOLLARS ($100). THIS LIMITATION APPLIES TO: ANYTHING RELATED TO THE DEVELOPER PORTAL, SERVICES, CONTENT ON THIRD PARTY INTERNET SITES, OR THIRD PARTY PROGRAMS; AND CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, GUARANTEE OR CONDITION, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT TO THE EXTENT PERMITTED BY APPLICABLE LAW.

    CUSTOMER ACKNOWLEDGES AND AGREES THAT IF IT ELECTS TO PARTICIPATE IN THE DST API BETA PROGRAM THAT ANY API IN THE BETA PROGRAM IS NOT A FULLY VETTED OR FINAL API AND CUSTOMER IS SOLELY LIABLE FOR ANY DAMAGES THAT ARISE FROM THE USE OF AN API IN THE BETA PROGRAM.

  9. Confidentiality. You acknowledge and agree that the terms and conditions of this Agreement, the Developer Portal, and other information obtained by You concerning the Developer Portal, applications, equipment configurations, and business of DST, including, but not limited to, the design, programming techniques, flow charts, code, documentation, methods and applications employed in the Developer Portal or other DST systems (the "DST Confidential Information") is confidential and proprietary to DST and You hereby agree to use the DST Confidential Information only as permitted by this Agreement, to maintain the confidentiality of the DST Confidential Information and not to disclose the DST Confidential Information, or any part thereof, to any other person, firm or corporation. You acknowledge that disclosure of the DST Confidential Information may give rise to an irreparable injury to DST inadequately compensable in damages. Accordingly, DST may seek (without the posting of any bond or other security) injunctive relief against the breach of the foregoing undertaking of confidentiality and nondisclosure, in addition to any other legal remedies which may be available, and You consent to the obtaining of such injunctive relief. Information regarding the Developer Portal may be provided to Customer's outside auditors and attorneys only to the extent required by their respective functions. For purposes of this Section 10, the existence of a copyright notice or claim will not cause, or be construed to cause, any part of the DST Confidential Information to be published or to be in the public domain. All of the undertakings and obligations relating to confidentiality and nondisclosure, whether contained in this Section 10 or elsewhere in this Agreement shall survive the termination or expiration of this Agreement.

    1. Customer agrees that DST or third party vendors may gather certain information including but not limited to, Customer web browser information, Internet Protocol addressees, and device type information ("Customer Data") as part of Customer's use of the Developer Portal. Customer represents and warrants it has the right to provide the Customer Data provided hereunder. Customer grants DST and its affiliates a non-exclusive, perpetual, worldwide, royalty-free license to use, copy, transmit, and sublicense the Customer Data for purposes of providing the services under this Agreement and for purposes of aggregating any de-identified information derived from Customer Data. Customer can find more information on the data collected, used, or shared as part of its use of the Developer Portal by reading about DST's Privacy Policy which can be accessed via hyperlink within the Developer Portal. The terms of DST's Privacy Policy are incorporated herein by reference.

  10. Rights and Remedies.

    1. Customer shall notify DST immediately upon discovery of any unauthorized use of the Developer Portal or unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Customer, and will cooperate with DST in every respect to help DST regain possession of the Confidential Information and prevent any further unauthorized use of the Developer Portal or the Confidential Information.

    2. Upon receipt of written request by DST, Customer and its employees shall: (i) return to DST any Confidential Information and all copies thereof; (ii) destroy any analyses, compilations, studies or documents in whatever form or media made by it or its employees, consultants, agents or representatives containing any Confidential Information; and (iii) provide DST with a written statement certifying compliance with this paragraph.

    3. In the event of any breach of this Agreement by Customer, DST may immediately revoke Customer's access to the Developer Portal without prior notice and terminate this Agreement.

    4. Customer acknowledges and agrees that in the event of any breach or threatened breach of this Agreement, termination of this Agreement, revocation of access, monetary damages and legal remedies may not be sufficient remedies. DST shall be entitled, without waiving any other rights or remedies, to the issuance of an injunction (without payment of any bond or other deposit) for the purpose of preventing any further breach or threatened breach of this Agreement, as well as any other equitable and/or other relief as may be deemed appropriate by a court of competent jurisdiction.

    5. Customer will indemnify, defend, and hold DST harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability which may be asserted against DST or for which DST may be held to be liable (including without limitation any attorney's fees or court costs incurred by DST in enforcing this right to indemnification) arising out of or related to Customer's use of the Developer Portal or any related services under this Agreement.

  11. Review and Retention of Material.

    DST reserves the right, but has no duty, to monitor electronically the Developer Portal for adherence to the terms and conditions of this Agreement and may disclose any and all data and information posted to the Developer Portal to the extent necessary to protect the rights or property of DST, its affiliates or licensees, or to satisfy any law, regulation or authorized governmental request. DST reserves the right, but has no duty, to prohibit conduct, questions, comments, responses or any communication, data or information posted to the Developer Portal which it deems, in its sole discretion, to be harmful to DST, any affiliate of DST, any licensee or customer thereof or any other third party. Customer acknowledges that DST does not have the practical ability to restrict conduct, questions, comments, responses or other communications which might violate this Agreement, the rights of other parties or any laws prior to transmission to the Developer Portal or prior to periodic monitoring of its contents by DST. Customer also acknowledges that DST cannot ensure editing or removal of any inappropriate, questionable or illegal question, comment, response or other communication or material after it has been posted to the Developer Portal. Accordingly, Customer agrees that DST has no liability for any action or inaction with respect to questions, comments, responses, communications or other materials posted to or deleted from the Developer Portal. All questions, comments, responses, communications and other materials posted to any news group established by DST in the Developer Portal will be removed by DST thirty days after they have been posted.

  12. Miscellaneous

    1. This Agreement and the rights granted hereunder may not be assigned, sublicensed or otherwise transferred, in whole or in part, by You without the prior written consent of DST.

    2. The Developer Portal and all Confidential Information posted to the Developer Portal by DST is and shall remain the property of DST. The posting of Confidential Information to the Developer Portal does not place such material in the public domain or constitute any waiver by DST of any trademark, copyright or other proprietary rights in such material, or the grant of any express or implied right or license to Customer to, or under, DST's patents, copyrights, trademarks, trade secrets or other intellectual property. Customer hereby waives any and all copyrights or other proprietary rights to, or restrictions upon the use of any question, comment, response or other data or information posted to the Developer Portal by Customer. Your use of any information posted to the Developer Portal by any party other than DST is at your own risk and DST does not warrant or guarantee the accuracy of such information.

    3. This Agreement supersedes all prior click-through agreements concerning the subject matter herein and may not be changed or terminated except by a written communication signed by the party against whom the same is sought to be enforced. For clarification, in the event of a conflict between this Agreement and the API Agreements, the executed API Agreements shall control. If any of the provisions of this Agreement are held to be invalid under any applicable statute or rule of law, such provisions or portions thereof are to that extent deemed to be omitted. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. Your remedies in this Agreement are exclusive.

    4. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns. In addition, this Agreement shall inure to the benefit of, and be enforceable by, all DST affiliates that provide the Developer Portal and API Products to Customer.

    5. The obligations of Customer under Sections 4, 10 and 11 shall survive any termination of this Agreement by DST or Customer.

    6. This Agreement shall be governed by the laws of the State of Missouri, without regard to conflicts of laws provisions; and any disputes arising hereunder or in connection with the rights and obligations of this Agreement may be resolved in the State or Federal Courts of Missouri.

YOU ACKNOWLEDGE AND ACCEPT THAT BY ACCESSING THE DEVELOPER PORTAL YOU COMMIT THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.