1. Incorporation by Reference. Incorporated into the following Credifi subscription terms and conditions (the “Terms and Conditions”) by reference are the following additional addenda, agreements and legal statements: (i) Order Form; (ii) Lender Participation Terms and Conditions, (iii) Credifi Website Terms of Service and Privacy Policy, (iv) Sales Force Addenda (collectively, the “Agreement”). The Agreement shall be deemed effective on the date both you and we sign the corresponding Credifi Order Form.


  1. Binding Agreement. These Terms and Conditions shall be interpreted solely in the context of each Order Form that you sign and is counter-signed by us. In no event shall these Terms and Conditions be construed as obligating you and us until an Order Form is fully finalized. In the event of a conflict between the provisions contained hereunder and any of those set forth in one or more addenda, agreement or statements that are referenced above, these Terms and Conditions in respect of your subscription to the Credifi Services (“Subscription”) shall govern your Subscription, and those other provisions shall govern and supersede in respect of those other sites, services and offerings.


  1. Right to Use. In accordance with the terms and subject to the conditions set forth in this Agreement, we grant you the right to access the CrediFi various services (collectively, the “Services”) which include: Credifi’s proprietary website, database libraries and associated data tools.  We reserve the right to change, amend or modify the Service at any time, and we will use reasonable efforts to notify you of any material functional changes or modifications thereto.  If such a change materially diminishes the functionality of the Services, then in such case you shall be entitled to terminate this Agreement upon 10 days’ prior written notice.


  1. Authorized Users. You control access by Authorized Users under your Subscription. Accordingly, you are responsible for their use of the Services in accordance with the terms of the Agreement (which includes the acceptable use provisions set forth in Section 8 of these Terms and Conditions). As a result, you shall be responsible for any breach thereof by, or caused by, any Authorized Users, and shall indemnify and hold us harmless from and against any and all liability suffered by CrediFi as a result thereof. “Authorized Users” for purposes of the Agreement means the parties which you’ve designated as permitted to access and use the Company’s Services which have been issued by us individual usernames and passwords. For purposes of calculating the fees and charges due under this Agreement, “Authorized User” will also include any party that may obtain and use a customer username and password to access the Services other than due to the gross negligence of the Company.


  1. Training. We shall provide you with introductory training on the use of our Services for a period of up to six (6) months, commencing from the start of your Subscription. All training will be provided fee of charge via video link at a mutually convenient times that are agreed upon. Any additional training that you may request from us which is beyond the scope of the training described in this Section 5 will be billed at our then-current billing rates. It is your responsibility to arrange for or provide relevant training for your Authorized Users.


  1. Responsibility for Your Account. You are responsible for maintaining the confidentiality of any non-public authentication credentials as well as actual usage associated with your use of the Services. Accordingly, you are responsible for the security of any and all usernames and passwords issued to you (and if applicable, to each of your Authorized Users). Lost or stolen usernames and/or passwords may be cancelled at any time upon written notice to Company. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Services.


  1. User Obligations. You acknowledge that: (i) it is your responsible for procuring and operating all computer systems, software, and telecommunications services required to meet the minimum technical specifications necessary for you and your Authorized Users to access and use the Services, and you may be unable to access or utilize some or all aspects of the Services unless such minimum technical specifications are met, and (ii) and nothing in the Agreement may be interpreted as an implied license or to require us to deliver a copy of any software or other product in order to provide the Services.


  1. Usage Restrictions; Acceptable Usage Policy.

(a)              Unless otherwise specifically agreed to in a separate agreement between you and us, the Service and the information provided through the Services are made available to you solely for (i) your personal use and (ii) your internal business use, in compliance with all applicable laws, rules and regulations. You shall not: (A) resell, broker, transfer, or otherwise make the Services and/or the information supplied therewith available to any third parties other than your Authorized Users; (B) use the Services, or store the information contained therein, for the purpose of creating product(s) that compete with our Services; or (C) use the Services as a factor in establishing an individual’s eligibility for credit or insurance to be used primarily for personal, family or household purposes, or employment purposes, in connection with a determination of eligibility for a license or other benefit granted by a government agency, in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation, or for any other purposes governed by the Fair Credit Reporting Act. You agree that if we determine or reasonably suspect that you are, directly or indirectly, reselling or brokering the resale or distribution of the data, information, or the Services, or you are otherwise violating any provision of the Agreement with us, we may take immediate action, including termination or suspension of your account or your right to use or access the Services.


(b)              You will not (i) make any Services available to, or use any Services for the benefit of, anyone other than you or your Authorized Users, unless expressly stated otherwise in an Order Form or in our usage guides and policies, as updated from time to time (the “Documentation”), (ii) sell, resell, license, sublicense, distribute, make available, rent or lease any Services, or include any Services in a service bureau or outsourcing offering, (iii) use any Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) use any Services to store or transmit malicious code, (v) interfere with or disrupt the integrity or performance of any Services or third-party data contained therein, (vi) attempt to gain unauthorized access to any Services or its related systems or networks, (vii) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of our intellectual property except as permitted under the Agreement or the Documentation, (viii) copy any of the Services or any part, feature, function or user interface thereof, (ix) frame or mirror any part of any Services, other than framing on your own intranets or otherwise for your own internal business purposes or as permitted in the Documentation, (x) access any Services in order to build a competitive product or service, or (vi) reverse engineer any of the Services (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement, Documentation or Order Forms, by you or your Authorized Users that in our judgment threatens the security, integrity or availability of the Services, may result in our immediate suspension of the Services.


(c)               We do not represent or guarantee that any of the information available through the Services is accurate, complete, reliable, current, or appropriate for your needs. Some content available through the Services may be obtained from, or provided by, independent third party data providers and we take no responsibility for any such content.  In addition, the Services may provide you with the ability to access information, material or other content from third parties, including through links to other websites and/or forums on which users or other third parties may post content.  Access, viewing or use of any such third party content is made available solely at the users own risk.  Such third parties shall be solely responsible and liable for all such third party content.  We are not obligated to review, filter or screen any third party content at any time and we do not guarantee, attest to, verify or otherwise warrant that any third party content is or will be accurate, free from errors, defects or harmful elements, consistent with what it purports to be, appropriate to fit your needs or otherwise safe or non-objectionable.


(d)              You acknowledge and agree that the Services that we make available, including any scoring, rating, classification, and comparables data provided, are not intended to and shall not be deemed to constitute the provision of financial, business, professional, tax, or legal advice. You should consult with your advisors and counsel regarding any specific actual or proposed situation or transaction. We and our affiliates and their respective data providers offer no advice regarding the purchase, sale, holding, suitability, compliance or default of any particular property, building, loan, investment or security.  You acknowledge and agree that the use of the Services, and any decisions made in reliance thereupon, are made solely at your own risk.


(e)              In the event the Services allow you to contribute content, including by uploading data and information, posting messages, sending or sharing files and communicating with others, you agree not to post, upload, e-mail, transmit, distribute, or otherwise make available through the Services any data, text, images, files, links, software, or communications (“User Content”) that (i) we consider, in our sole and absolute discretion, to violate any applicable laws, including without limitation the laws of the United States, (ii) restricts or inhibits any other user from using and enjoying the Services (iii) is threatening, abusive, harassing, defamatory, obscene, offensive, harmful, obnoxious, pornographic, profane, or indecent, (iv) contains viruses, worms, Trojan horses, harmful code, or any other element or component that has a capacity or potential to interrupt, destroy, interfere with, permit the unauthorized use of, or limit the functionality of any computer software or hardware, any telecommunications equipment, or any communications network (v) violates or infringes the rights of others, including without limitation rights under copyright, trademark, or patent law; rights of privacy or publicity; rights under defamation law; or rights under securities or other applicable law; (vi) sell or promote any product or service, (vii) promote, solicit, or partake in any multi-level marketing or pyramid scheme, (viii) post or transmit any unsolicited advertising, or promotional materials (spam) (ix) provide a false identity or claim a relationship with any business, organization, or person for which you are not authorized to claim such a relationship.


  1. Proprietary Rights & Licenses.

(a)              Subject to the limited rights expressly granted to you in the Agreement, we and our licensors and content providers reserve all of our/their right, title and interest in and to the Services, including all of our/their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth in the Agreement.


(b)              You grant us and our applicable contractors a worldwide, limited-term license to host, copy, transmit and display your data and program code created by or for you using the Services or for use by you in connection with the Services, as reasonably necessary for us to provide the Services in accordance with the Agreement. Subject to the limited licenses granted herein, we acquire no rights, title or interest from you under the Agreement in or to any of your data or such program code.


  1. Verification. We reserve the right to audit (at least once annually and in accordance with our standard procedures, which may include on-site and/or remote audit) your (and any Authorized Users’) usage of the Services. You shall cooperate reasonably in the conduct of such audits. In the event an audit reveals that you and/or your Authorized Users have used the Services in excess of the quantities or levels provided in your Subscription, you shall pay such underpaid fees and/or for such excess usage based on our then-current price list. Reasonable costs of our audit shall be paid by you upon the occurrence of the foregoing.


  1. Ordering. By ordering or renewing a Subscription, you agree to the applicable offer details for that Subscription as contained in the applicable CrediFi Documentation. You may place orders for your Authorized Users under the Agreement and grant them access to the Services, but your Authorized Users may not place orders with CrediFi directly. Some offerings may permit you to modify the Services during the Term of your Subscription. Notwithstanding any changes that you make to your Subscription, all rights shall terminate upon expiration of the Term.


  1. Fees. You shall pay to CrediFi the applicable fees (e.g., Services fees, support fees, database library access fees, etc.) specified in your Order Form (as well as any additional/ancillary fees to which you shall become obligated as a result of changes made to your Subscription as in effect from time to time). All fees shall be due and payable in advance for the Services, with payment due on Net 10 day terms from the date of the Order Form. All payments shall be made in US Dollars. Late payments shall accrue interest at the rate of fourteen percent (14%) per annum. Your obligation to pay invoiced amounts is absolute and unconditional and not subject to any offset, defense or counterclaim. We reserve the right to change our fees and charges, at any time, upon 30 days prior written notice to you. In the event you do not wish to be billed pursuant to the updated fee schedule, you shall have the right to terminate the affected Service by notifying us prior to the end of the calendar month following which it wishes to terminate the service.  In the absence of such termination, the new rates shall apply and go into effect.


  1. Taxes. Fees and other charges described in the Agreement do not include sales, VAT, withholding, use, property, excise, service, or similar taxes now or hereafter levied, all of which shall be for your account. If we are required to pay any such, you shall reimburse us for such amounts.


  1. Confidentiality.

(a)              “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential. Your Confidential Information includes your data; and our Confidential Information includes the Services; and Confidential Information of each party includes the terms and conditions of the Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.


(b)              The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with the Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of the Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, we may disclose the terms of this Agreement and any applicable Order Form to a subcontractor to the extent necessary to perform our obligations to you under this Agreement, under terms of confidentiality materially as protective as set forth herein.


(c)               The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.


  1. Data Security. CrediFi shall make good faith commercially reasonable efforts to undertake and maintain reasonable and industry standard security measures to protect the security, confidentiality and integrity of your data and other proprietary information transmitted through or stored via the Services.


  1. Representation and Warranties. We warrant that during an applicable subscription term (a) these Terms and Conditions, the Order Form(s) and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data, (b) we will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation and we will not materially decrease the overall functionality of the Services. For any breach of a warranty above, your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE MAKE NO ADDITIONAL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE ALSO DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.




  1. Indemnification.

(a)              We will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that any of the Services infringe or misappropriate such third party’s intellectual property rights (a “Claim Against You”), and we will indemnify you from any damages, attorney fees and costs finally awarded against you as a result of, or for amounts paid by you under a settlement approved by us in writing of, a Claim Against you, provided you (i) promptly give us written notice of the Claim Against You, (b) give us sole control of the defense and settlement of the Claim Against You (except that we may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give us all reasonable assistance, at our expense. If we receive information about an infringement or misappropriation claim related to a Service, we may in our discretion and at no cost to you (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching our warranties hereunder, (ii) obtain a license for your continued use of that element of the Services in accordance with the Agreement, or (iii) terminate your Subscription for the infringing Services upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim against you arises from your use of the Services in violation of the Agreement, the Documentation or applicable Order Forms.


(b)              You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that any of your data infringes or misappropriates such third party’s intellectual property rights, or arising from your use of the Services in violation of the Agreement, the Documentation, Order Form or applicable law (each a “Claim Against Us”), and you will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a settlement approved by you in writing of, a Claim Against us, provided we (a) promptly give you written notice of the Claim Against us, (b) give You sole control of the defense and settlement of the Claim Against us (except that You may not settle any Claim Against us unless it unconditionally releases Us of all liability), and (c) give you all reasonable assistance, at your expense.


(c)               This Section 16 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.


  1. Term. The term of your Subscription shall commence on the date set forth on your Order Form and continue for twelve (12) months (the “Initial Term”). Your Subscription shall renew automatically for periods of twelve months thereafter (the “Extended Term” and together with the Initial Term, the “Term”) unless either party terminates pursuant to these Terms and Conditions. Except as set forth herein, your Subscription may not be terminated during the Initial Term.


  1. Termination.

(a)              A party may terminate the Subscription Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.


(b)              Effective immediately upon the termination of your Subscription, (i) you shall cease, and shall direct your Authorized Uses to cease, use of the Services, (ii) all licenses granted under the Agreement will become void, and (iii) neither party hereto will have continuing rights to use any Confidential Information of the other party. As soon as can reasonably be accomplished following the termination hereof, each party will discontinue its use and will return the Confidential Information and proprietary materials of the other party.


(c)               If your Subscription is terminated by you in accordance with this Section 20, we will refund to you any prepaid fees covering the remainder of the applicable Term of all Order Forms after the effective date of termination. If your Subscription is terminated by us in accordance with this Section 20, you will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve your obligation to pay any fees payable to us for the period prior to the effective date of termination.


(d)              The following provisions hereunder shall survive any termination of this Agreement: 4 (Authorized Users); 8 (Usage Restrictions); 9 (Proprietary Rights); 12 (Fees); 13 (Taxes); 14 (Confidentiality); 17 (Limitation of Liability: 18 (Indemnification); 20 (Termination); and 21 (Miscellaneous).


  1. Miscellaneous.

(a)              Notices. All notices required by or relating to your Subscription will be in writing and will be sent by means of overnight express courier or by certified mail, postage prepaid, to the parties at their respective addresses set forth on the Order Form, or addressed to such other address as the receiving Party may have given by written notice in accordance with this provision. Notices to us shall be addressed to, and notices to you shall be addressed to the person identified as Customer’s primary point of contact on the Signature Page, unless in either case the receiving party has otherwise indicated by written notice in accordance with this provision. All notices required by or relating to your Subscription may also be communicated by facsimile or electronic mail, provided that the sender receives and retains confirmation of successful transmittal to the recipient. Such notices will be effective on the date indicated in such confirmation. In the event that either party delivers any notice by means of facsimile or email transmission in accordance with the preceding sentence, such party will promptly thereafter send a duplicate of such notice in writing by means of certified mail, postage prepaid, to the receiving party, addressed as set forth above or to such other address as the receiving party may have previously substituted by written notice to the sender.


(b)              Force Majeure. Except for payments owed to us, if a party is prevented from performing its duties under this Agreement as a result of an event of force majeure, its failure to perform will not be considered a breach of this Agreement, and its performance will be excused for the duration of the force majeure. For purposes of this Agreement, an event of “force majeure” refers to an act of god, war, natural disaster and other events beyond all reasonable control of the non-performing party.


(c)               Assignment; Delegation. The Agreement shall be binding and inure to our mutual benefits and each of our respective successors and assigns. You shall not assign any of your rights or delegate any of your duties under the Agreement without our express prior written consent, and, absent such consent, any attempted assignment or delegation will be null, void and of no effect.


(d)              No Third Party Beneficiaries. The covenants set forth in the Agreement are intended solely for the benefit of the parties hereto, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.


(e)              Governing Law; Jurisdiction. THE AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF OR TO THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. FOR PURPOSES OF ALL CLAIMS BROUGHT UNDER THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK. To that end, each party irrevocably consents to the exclusive jurisdiction of, and venue in, such court(s), and waives any, (i) objection it may have to any proceedings brought in any such court, (ii) claim that the proceedings have been brought in an inconvenient forum, and (iii) right to object (with respect to such proceedings) that such court does not have jurisdiction over such party. To the fullest extent permitted by law, each party hereby expressly waives (on behalf of itself and on behalf of any person or entity claiming through such party) any right to a trial by jury in any action, suit, proceeding, or counterclaim arising out of or connected with the Agreement or the subject matter hereof.

(f)               Enforceability. Even if the law will not enforce a provision of the Agreement in a particular instance, the parties intend to remain bound by the other, enforceable provisions. If the unenforceable provision could be interpreted in a manner that would render it enforceable, while still reflecting the parties’ mutual intent, they intend for that interpretation to apply. If permitted by law, the parties also intend for the provision that cannot be enforced in that instance to remain applicable in any other instances when it can be enforced.

(g)              No Waiver.  Even if a party fails to enforce its rights under the Agreement in a particular instance, the other party must still perform its duties in that instance unless the non-enforcing party physically signs a paper that expressly waives its rights in that instance, and any such waiver only applies to the particular instance and particular rights expressly waived.

(h)              Entire Agreement; Amendment. The parties agree that the provisions of the Agreement are the entire agreement between them regarding the matters that the Agreement addresses. The parties also agree that any prior agreements about those same matters, whether written or oral, are superseded by this Agreement, and previous oral agreements about those matters do not have any legally binding force. The parties acknowledge that they may desire to modify the Agreement in the future, but that no modifications will be legally binding unless (i) in your case, you secure our express prior written approval, and (ii) in our case, we notify you of the change hereto via email or some other form of communication, and all reasonable efforts will be undertaken to provide you with such notice at least five (5) days prior to the same becoming binding.


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