Amendment to Software Service Agreement dated April 24, 2020, between Live Oak Banking Company and nCino, Inc

This Amendment shall supersede the Amendment dated April 17, 2020 by and between the parties which is hereby terminated and of no further force or effect.

Commencing on the Amendment Effective Date and subject to the terms and conditions of this Amendment and the Agreement, nCino grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable right for the Operators set forth in Exhibit A below to access and use the additional Subscription Services set forth in Exhibit A below (“Additional Services”) solely for Subscriber’s internal business purposes to make loans to Subscriber’s customers pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”).  Accordingly:  (i) Attachment A of the Agreement shall be amended to include the Additional Services effective as of the Amendment Effective Date, (ii) Subscriber will be provisioned the Additional Services within org ID: 00D3k000000kaRB (“Org #1”) and org ID: 00D3k000000uAXY (“Org #2”), as set forth in Exhibit A below, and (iii) the Additional Services will activate as soon as practicable following the Amendment Effective Date. The term for the Additional Services within Org #1 will be one (1) year from April 14, 2020 and the term for the Additional Services within Org #2 will be from the April 22, 2020 until November 26, 2020. To the extent the term of the Additional Services extends beyond the Term of the Agreement, the Agreement shall continue in full force and effect with respect to the Additional Services until the expiration or termination of the Additional Services. Subscriber acknowledges and agrees that (a) it may only use the Additional Services to make and service PPP loans to its customers under the CARES Act and for no other purpose, (b) it is responsible for reviewing any laws, rules, and regulations applicable to Subscriber, including the CARES Act and the PPP (collectively, the “Regulations”), (c) it is responsible for ensuring Subscriber’s compliance with the Regulations, and (d) nCino has no responsibility or obligation for ensuring Subscriber’s compliance with the Regulations.     

Subscriber acknowledges and agrees that it shall solely look to, and solely seek recourse from, Accenture (and not from Vendor) in connection with any questions, issues, support needs, liability or losses arising out of or relating to the Project, the Additional Services or this Amendment.

Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms.  Any further modification or amendment to the Agreement must be set forth in writing in a document executed by both parties.