crediFX Terms & Conditions

SCHEDULE A

Website Terms and Conditions

To assist you in using our website, credifidev.wpengine.com, any other websites we may use or launch from time to time, our Data Feed, our API, and any of our mobile applications that link to or reference these Terms and Conditions (collectively, the “Websites”) and any online, mobile or mobile accessible services we may provide (collectively, the “Services”), and to ensure a clear understanding of the relationship arising from your use of any of the Websites and Services, we have created these Website Terms and Conditions (the “Terms and Conditions”) and a Privacy Policy.  The Websites and Services are provided by Credifi Corp. and/or its affiliates (collectively, “Credifi” also referred to as “we” or “us”).  Our Terms and Conditions govern your use of our Websites generally and the relationship between us.  Our Privacy Policy explains how we protect information you provide to us through the Websites and Services.

 

Your use of any of the Websites or Services constitutes your agreement to be bound by and comply with these Terms and Conditions and your consent to the collection and use and disclosure of personal information as described in more detail in the Privacy Policy.  Furthermore, please review our Privacy Policy which also governs your use of the Websites and the Services.

 

  1. Agreement/Modification.

These Terms and Conditions govern your use of the Websites and Services.  By accessing the Website or using the Services, you are acknowledging that you have read and understood these Terms and Conditions and Privacy Policy and that you unconditionally agree to be legally bound by, and to comply with, the Terms and Conditions.  In addition, during the course of your registration as a user of our Websites or Services you may be prompted to click an “I Accept,” “Submit” or similar button.  Your clicking on such button will further confirm your intentional legal agreement to be bound by these Terms and Conditions and the Privacy Policy.  If you do not agree with all or any portion of the Terms and Conditions and Privacy Policy, you are not authorized to visit or use the Websites or Services.

 

Some of the Services available from us through the Websites may be governed by additional written service agreements executed by you and us (“Customer Agreement”) and in such case, in the event of any contradiction between the provisions of such separate written Customer Agreement and these Terms and Conditions, the provisions of the separate written Customer Agreement shall take precedence, control and govern.

 

If you are using the Websites or Services on behalf of a company, entity, or organization, you hereby represent and warrant that you have the authority to bind such company, entity, or organization to these Terms And Conditions and that your usage of the Websites or Services binds and legally obligates such company, entity, or organization to these Terms and Conditions.

 

Notwithstanding any provision in these Terms and Conditions, we reserve the right, in our sole and absolute discretion, at any time and from time to time, and without notice, to change, amend, or modify the Terms and Conditions.  Your use of our Websites or Services following any such modification or change constitutes your agreement to follow and be bound by the Terms and Conditions, as amended.  You should periodically check the Websites and review the most up-to-date version of these Terms and Conditions.

  1. Personal and Internal Business Use Only.

Unless otherwise specifically agreed to in a separate written Customer Agreement entered into between us, the Websites and Service and the information provided through the Websites or Services are made available to you solely for (a) your personal use and (b) your internal business use; in compliance with all applicable laws, rules and regulations.  You shall not resell, broker, transfer, or otherwise make the Websites, Services and/or the information contained therein available to any third parties.   User shall not use the Websites or Services, or store the information contained therein, for the purpose of creating product(s) that compete with our Websites or Services.  If you want to make any other commercial use of the Websites or Services, including but not limited to selling, distributing or providing access to the Websites, Services or information provided through the Websites or Services, you must enter into a separate written agreement with us in advance.  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 Services, or you are otherwise violating any provision of these Terms and Conditions or your Customer Agreement with us, we may take immediate action, including termination or suspension of your account or your right to use or access the Websites.

You will not use the Websites or 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.

  1. Registration, Access and Security.

If you are asked to register for the Websites or Services, you must provide complete and accurate identification, contact, and other information required as part of the registration process, and accurately and promptly update that information if it changes.  If you provide any information that is untrue, inaccurate or incomplete, or we have reason to suspect that you have done so, we may suspend or terminate your account and refuse any and all current or future use of the Websites or Services or any portion thereof.  We reserve the right, in our sole discretion, to refuse or discontinue participation or access of a user to any or all of the Websites or Services at any time without notice.  You agree to keep confidential any username, access code, account or customer number that you may receive or select for your access to and use of the Websites and Services.  You accept responsibility for all usage and activity that occurs through or under your username, access code and customer or account number. You are required to notify us immediately if you become aware of any loss, theft or unauthorized use of your username, access code and customer/account number.

  1. License and Use Restrictions.

You acquire absolutely no rights or licenses in or to the Websites or the Service or any data and materials contained within the Websites or Services other than the limited right to utilize the Websites and Services in accordance with these Terms and Conditions. Should you choose to download content from the Websites or Services, you must do so in accordance with the Terms and Conditions.  Such use and/or download is licensed to you by us ONLY for your own personal or internal business use; provided that (i) all copyright notices appearing on the originals are duplicated on all copies thereof, (ii) you do not modify the materials in any way.  Without limiting any other right or remedy available to Credifi, at law or in equity, the permission herein granted will automatically terminate in the event you breach any of these Terms and Conditions and, in such event, you must destroy immediately all downloaded materials in your possession or control. Customer shall not access and/or use the Website, Database Libraries or Service via mechanical, programmatic, robotic, scripted or other automated search means, other than through standard internet browsers.

You may use the Websites and Services only if: (i) you are eighteen (18) years of age or older and are of the age of consent in your jurisdiction; (ii) your use of the Websites and Services will not violate any law in any applicable jurisdiction; and (iii) you do not engage in any conduct that will impede, impair or interfere with the functioning of the Websites or Services whether by the use of malware or otherwise, or otherwise create a denial of service, or falsify the origin of Customer’s communications and (iv) you do not threaten, harass, stalk, spam, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others. Furthermore, you are not permitted to alter, damage or delete any material appearing on the Websites or Services.

 

YOU AGREE NOT TO REPRODUCE, DISSEMINATE, SELL, DISTRIBUTE, RETRANSMIT, PUBLISH, OR BROADCAST ANY OF THE INFORMATION OR MATERIAL ON OR AVAILABLE THROUGH THE WEBSITES OR SERVICES FOR ANY PURPOSES WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF CREDIFI.  YOU SHALL NOT DECOMPILE, DISASSEMBLE OR CREATING DERIVATIVE WORKS FROM THE SOFTWARE THAT MAY BE ACCESSIBLE ON OR THROUGH THE WEBSITE OR SERVICES

 

In the event you entered into a written Customer Agreement with us, in such case you agree to pay the fees as set forth in such agreement as may be updated from time to time as set forth in such agreement.  To the extent permitted by such Customer Agreement, we may periodically update our fees by online announcements, user bulletins, emails, notices, announcements in invoices, and revised published price lists.  You agree to pay for all services obtained when billed by us.

 

  1. Ownership of Information.

Unless specifically provided otherwise, all right, title and interest in and to the Websites, the Services and the information made available through them, in any and all forms whatsoever, throughout the world, including all copyrights and trademarks therein, are and shall continue to be the exclusive property of Credifi or its third party data providers (“Data Providers”).  Information from third parties obtained pursuant to rights of fair use or otherwise granted as a matter of law and assembled or made accessible through the Websites or Services is owned by us, including but not limited to all right, title and interest in the compilation, selection, arrangement, sorting, classification, manipulation and presentation of such information on the Websites and Services.  Credifi and/or their Data Providers retain all right, title, and interest under applicable contractual, copyright, and related laws in and to the information and data provided by or through the Websites and Services.  You shall not remove or obscure the copyright notice or other notices contained on data or information accessed through Websites or Services.

 

  1. Third Party Data Providers’ Requirements.

These Terms and Conditions are subject to all contractual and legal requirements of our Data Providers as may be imposed from time to time.  Except as otherwise expressly set forth herein, nothing in these Terms and Conditions shall be construed to create any rights or obligations in, or otherwise on behalf of any third parties.  Certain of our third party data providers’ contractual or other usage restrictions are listed in the Selected Third Party Data Providers Restrictions section.

 

 

 

  1. Content Disclaimer

We do not represent or guarantee that any of the information available through the Websites or Services is accurate, complete, reliable, current, or appropriate for your needs.  Some content available through the Websites and Services may obtained from, or provided by, independent third party Data Providers and we take no responsibility for any such Data Provider content.  In addition, The Websites and 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 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.

 

  1. No Advice.

You acknowledge and agree that the websites and services, 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.  Credifi and its 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 websites and services, and any decisions made in reliance upon the websites and/or services, are made solely at your own risk. 

                                     

  1. User Provided Content.

In the event the Websites or 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 Websites or 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 Websites or 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. User Provided Content.(Continued)

By posting, transmitting, inputting or uploading User Content to the Websites or Services, you warrant that such User Content does not violate or infringe the rights of any third parties. In addition, you automatically grant Credifi and its affiliates, under all of your intellectual property rights, a royalty-free, perpetual, irrevocable, non-exclusive, worldwide license (with the right to grant sublicenses) to use, copy, modify, distribute, publicly display, perform, and otherwise exploit such content, without compensation to you.

 

We have the right (but do not have any obligation) to prohibit or restrict your conduct on the Websites and Services and to edit, block, or remove any content, in whole or in part, which in our sole and absolute discretion we believe violates our Terms and Conditions, or is otherwise objectionable.

 

  1. No Duty to Monitor the Websites/Services.

You understand and agree that we have the right, but not the obligation, to monitor our Websites and Services, including to remove content, including User Content, from the Websites or Services, and for any reason.  You further understand and agree that we reserve the right (but not the obligation) to review, edit, or delete any User Content before it is posted to the Websites or Services, and to refuse to allow User Content to be posted for any reason in our sole and absolute discretion.

 

  1. Removal of Infringing Content

If you believe that any information or material violates these Terms and Conditions, infringes upon your copyrights or otherwise should be removed, you may submit a notification pursuant to the Digital Millennium Copyright Act (”DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) Identification of the copyrighted work(s) or material claimed to have been infringed or to be the subject of infringing activity and that is to be removed (provide information reasonably sufficient to permit us to locate the material); (ii) A physical or electronic signature of the person authorized to act on behalf of the owner of the right that is allegedly infringed; (iii) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail; (iv) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (v) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  CrediFi’s  designated Copyright Agent to receive notifications of claimed infringement is:

 

Name: ________________

Address: _____________

______________________

Fax: _________________

Email: ________________

You acknowledge that if you fail to comply with all of the requirements of this paragraph, your DMCA notice may not be valid.

 

 

If you believe that any content provided by you was improperly removed (or to which access was disabled) and is not infringing, or that you have the authorization from the copyright owner or its agent, or by law, to post and use such content, you may send us a counter-notice containing the following information to the Copyright Agent: (i) Your name, address, telephone number, and e-mail address and your physical or electronic signature; (ii) Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (iii) A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (iv) a statement that you consent to the jurisdiction of the federal court in New York, New York, and that you will accept service of process from the person who provided notification of the alleged infringement.  We have the right but not the obligation to send a copy of such counter-notice to the original complaining party informing them that we may replace the removed content or cease disabling it in 10 business days.  Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of such counter-notice, at our sole discretion.

 

  1. DISCLAIMER OF WARRANTIES AND LIMITS OF LIABILITY. THE WEBSITES AND SERVICES AND ALL INFORMATION, DATA AND CONTENT ON OR AVAILABLE THROUGH THE WEBSITES AND SERVICES IS MADE AVAILABLE TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS.  CREDIFI, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THIRD PARTY DATA PROVIDERS AND MOBILE APPLICATION DISTRIBUTORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES (“COLLECTIVELY THE “CREDIFI PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS, OF ANY KIND WHATSOEVER, EXPRESS, STATUTORY OR IMPLIED AS TO (1) THE OPERATION AND FUNCTIONALITY OF THE WEBSITES AND SERVICES, (2) THE COMPLETENESS, ACCURACY, INTEGRITY, QUALITY, LEGALITY, USEFULNESS, SAFETY, AND INTELLECTUAL PROPERTY RIGHTS OF ANY OF THE INFORMATION, DATA AND CONTENT ON OR AVAILABLE  THROUGH THE WEBSITES AND SERVICES, INCLUDING BUT NOT LIMITED TO THE ACCURACY, RELEVANCE, OR CORRECTNESS OF ANY BUILDING, LOAN, LENDER, BORROWER, OR BUSINESS CLASSIFICATION, SCORING, RATING, COMPARATIVE ANALYSIS, OR OTHER BUSINESS INFORMATION AND/OR ANALYTICS CONTAINED ON THE WEBSITES OR SERVICES.  THE CREDIFI PARTIES FURTHER DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  NO INFORMATION OR ADVICE PROVIDE BY ANY CREDIFI PARTY SHALL CREATE ANY WARRANTY, REPRESENTATION, OR CONDITION NOT EXPRESSLY STATED HEREIN.

 

THE CREDIFI PARTIES DISCLAIM ALL LIABILITY, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO, LOST PROFITS, OR DAMAGES THAT RESULT FROM INCONVENIENCE OR DELAY), OR CLAIMS ARISING IN TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR CLAIMS RESULTING FROM BUSINESS INTERRUPTION, LOSS OF OR DAMAGE TO REPUTATION, LOSS OF INFORMATION OR DATA, LACK OF TRUTHFULNESS, ACCURACY, COMPLETENESS OR TIMELINESS OF THE WEBSITES OR SERVICES OR THE INFORMATION MADE AVAILABLE THROUGH THE WEBSITE OR SERVICES; ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON SUCH INFORMATION, OR DATA  OR THE WEBSITES OR SERVICES; OR HARM OR INJURY RESULTING FROM ANY INTERRUPTION OR DELAY OF ANY DATA, INFORMATION OR ANY OTHER ASPECT OF THE WEBSITES OR SERVICES EVEN IF CREDIFI HAS BEEN ADVISED OF OR IS OTHERWISE AWARE OF THE POSSIBILITY OF ANY OF THE FOREGOING.  YOUR USE OF THE CREDIFI SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR PROFITS, ANY LOSS OF DATA, OR DAMAGE TO YOUR COMPUTER FROM VIRUSES THAT MAY BE DOWNLOADED TO YOUR COMPUTER.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

 

THE CREDIFI PARTIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSE OR LIABILITY WHATSOEVER, WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR FOR ANY OTHER REASON, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO CREDIFI IN CONNECTION WITH THE WEBSITES AND SERVICES IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) US$100.00.

 

THE WEBSITES AND SERVICES MAY CONTAIN LINKS TO THIRD PARTY WEBSITES AND WE ASSUME NO RESPONSIBILITY AND HAVE NO CONTROL OVER THE INFORMATION AND OR CONTENT CONTAINED THEREIN.  WE DISCLAIM ALL LIABILITY ASSOCIATED WITH YOUR USE OF SUCH THIRD PARTY SITES.

 

You agree to indemnify and hold harmless Credifi and its affiliates and third party Data Providers and their respective officers, directors, employees, agents and representatives, from and against any and all claims, including, but not limited to, any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and reasonable attorney’s fees, of every kind and nature, arising from or relating to your use of the Websites or the Services or the information made available through the Websites or the Services and/or your violation of these Terms and Conditions or any third party’s rights, including, but not limited to, copyright, proprietary rights, and rights under defamation law.

 

 

 

  1. Force Majeure.

In addition to applicable disclaimers identified above our performance under these Terms and Conditions shall be excused in the event of interruption and/or delay due to causes beyond our reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, earthquake, explosion, acts of terrorism, power failures, equipment failure, industrial or labor disputes, acts of third party information providers, third party software errors or failures or communications interruptions or failures.

 

  1. Entire Agreement. These Terms and Conditions and our Privacy Policy embody the entire understanding of the parties with respect to the Websites and Services and supersede any and all prior representations and agreements, if any, oral or written, with respect thereto; provided, however, that if you have entered into a specific written Customer Agreement executed by you and us then, in such case, such Customer Agreement is not superseded hereby. Further, in the event of any contradiction between the provisions of such separate written Customer Agreement and these Terms and Conditions, the provisions of the separate written Customer Agreement shall take precedence, control and govern.

 

  1. Should any provision of these Terms and Conditions or Privacy Policy be held to be void, invalid, unenforceable or illegal by a court of competent jurisdiction, such provision shall be valid and enforceable to the extent permitted by applicable law, and the validity and enforceability of the remaining provisions shall not be affected thereby.  Failure of any party to enforce any provision of these Terms and Conditions on any occasion shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision on a subsequent occasion.

 

  1. Choice of Law; Choice of Forum. These Website Terms and Conditions and the Privacy Policy shall be interpreted in accordance with the laws of the State of New York, U.S.A. without reference to conflicts of law provisions. You expressly consent and agree that any claims arising under or related in any way to these Terms and Conditions, the Privacy Policy, the Websites or the Services shall be brought only in the state or federal courts located in the State of New York and therefore you consent to the jurisdiction and venue of those courts.

 

You agree, represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

 

  1. These Terms and Conditions and Privacy Policy shall not be assignable by you, either in whole or in part. We reserve the right to assign all or a portion of our rights and obligations under these Terms and Conditions and Privacy Policy.

 

Survival. Sections ‎4, ‎6, ‎7, ‎8, ‎9, 10, 12, 13, ‎13, ‎16, ‎18, and ‎20 shall survive the termination of these Website Terms and Conditions and shall apply indefinitely.

SCHEDULE B

Definitions:

  1. General/Definitions.

 

  • This Agreement consists of this (i) Agreement, (ii) a schedule of the Database Libraries that Customer is authorized to access, the number of authorized users who are licensed to access and use the Database Libraries and the fees applicable to Customer’s subscription (the “Database and Fee Schedule” attached hereto as Schedule A), (iii) the Website Terms and Conditions and Privacy Policy (attached hereto as Schedule B), (iv) a Schedule of Authorized Users and Permitted Affiliates (attached hereto as Schedule C), (v) a Schedule of Definitions (attached hereto as Schedule D), and (vi) Other Terms and Conditions (attached hereto as Schedule E). In the event of any discrepancy the documents shall govern in the following order of priority:  (a) Database and Fee Schedule, (b) Agreement (c) the Definitions, (d) Other Terms and Conditions and (e) the Website Terms and Conditions and Privacy Policy.

 

  • Each Database Library and number of authorized users will be separately stated in the relevant Schedule. All Schedules are deemed incorporated herein and form an integral part hereof.

 

  • Customer may add additional Database Libraries and additional authorized users from time to time by executing together with the Company additional updated Database and Fee Schedules and each such additional Schedule shall become effective when signed by both parties and shall be deemed attached hereto.

 

  • The following capitalized terms when used herein shall have the respective meanings assigned to them as set forth below:

 

  • API” shall mean the CrediFi Application Programming Interface, through which licensed customers may query and access the Database Libraries.

 

  • “Authorized Users” shall mean the number of Customer designated parties which are permitted to access and use the Company’s Website, API, Database Libraries and Services which have been issued by the Company 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 Company’s Website, Database Libraries and/or Services other than due to the gross negligence of the Company.
  • Content” shall mean any information or data obtained from or through the Website, Database Libraries, and/or Data Feed.
  • “Database Libraries” shall mean the databases and information made available to Customer through the Company’s Website from time to time.  The Company may add, remove or alter the scope and nature of information made available in any specific library, in the Company’s sole and absolute discretion from time to time without notice to Customer.  The Customer acknowledges that the Database Libraries are dynamic and are continually being updated and modified with information being added and removed frequently.
  • Data Feed” shall mean the retrieval of data from the Database Libraries to Customer through an API.
  • Insubstantial Portion” of a Database Library means an amount of Content which: (i) has no independent commercial value; and (ii) could not be used by the recipient as a substitute for any Website, Database Library, Data Feed or Service (or a significant or material part of it) provided by Credifi or its affiliates.
  • Internal Use” shall mean any use of the Content for internal Customer use and evaluation and specifically excludes any Resale of Information. Internal Use includes the following: (i) access to, download of, and/or printing of reasonable amounts of Database Library Content as required for Client’s internal business purposes and subject to any usage based restrictions set forth herein; (ii) distribution of Insubstantial Portions of Database Library Content in documents intended for internal distribution within Customer’s and its Affiliates’ organization; and (iii) distribution of Insubstantial Portions of Database Libraries to third parties for illustrative or demonstration purposes and not as a resale or commercial distribution of Database Libraries or Content.  In each instance where a Customer is reproducing any portion of the Database Library Content, such Customer shall duly acknowledge the source of such Content and either not remove or alter any applicable legal notices provided in the Content or include the following notice where the Content is reproduced: “This material is reproduced under a license from Credifi Corp.  You may not copy or re-distribute this material in whole or in part without the prior written consent of Credifi Corp. Credifi Corp. makes no representations or warranties whatsoever in relation to the materials and any reliance upon or use of the materials is at the user’s sole risk. All rights reserved.”
  • Resale of Information” shall mean any resale, re-distribution, transfer, license or otherwise making available to any third party, either for compensation or without compensation, of any of the information contained in the Database Libraries or Website. Resale of Information does not include (i) Internal Use or (ii) the resale, re-distribution, transfer, license or otherwise making available to any third party of property ratings, property analysis, lender analysis or other analysis which reflects substantial and material Customer manipulation, analysis, classification and categorization which were prepared internally by Customer, provided it contains only an Insubstantial Portion of Content.
  • Website” shall mean the Company’s website com and any additional or related web sites owned or operated by the Company through which the Company provides access to the Database Libraries or Services.

SCHEDULE C

Terms and Conditions

  1. Termination.
  • Either party may terminate this Agreement, effective as of the end of the Initial Term, provided that it gives the other party 60 days’ prior written notice.
  • If either party materially breaches this Agreement, the non-breaching party shall, upon providing written notice of such breach to the breaching party, be entitled to immediately terminate this Agreement, provided that such breach is not cured within thirty (30) days following such notice of breach. If this Agreement is terminated as a result of a breach, the non-breaching party shall, in addition to its right of termination, be entitled to pursue legal remedies against the breaching party.  Notwithstanding the foregoing, if Customer is in breach under Section ‎7 (Fees) of this Agreement, the Company may terminate this Agreement ten (10) days following such failure to pay, unless Customer shall have remedied the breach within such ten (10) day period.
  • Either party may terminate this Agreement effective immediately, in the event the other party becomes insolvent or bankrupt, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or takes any action (or has an action taken for it) to wind-up, dissolve, or file for bankruptcy or reorganization, or similar
  • The Company may terminate this Agreement upon 7 days’ prior written notice to the Customer, without liability, if a material change to a data source agreement or applicable law precludes provision of all or any substantial portion of the Website, a Database Library or a Service.
  • Upon the expiration or termination of this Agreement as set forth above (i) Customer shall pay to the Company in full for all Website, Data Feed, Database Libraries and Services provided by the Company prior to the effective date of such expiration or termination and (ii) all Licenses granted to Customer shall immediately terminate.
  • Upon expiration or termination of this Agreement, the license granted herein will automatically terminate, and Customer will cease using the Services (and the information therein) and return any Services in its possession to Company. Upon expiration or termination of this Agreement, Customer shall destroy from any Customer Database any data files or Original CrediFi Records delivered by Company to Customer, or accessed by Customer via the Data Feed, and all data and information contained therein; provided that, nothing herein shall require Customer to delete any data from Customer’s Database that was incorporated into a Customer Derivative Product during the Term, but only for such records that have been substantially modified from the Original CrediFi Record.  Likewise, and for the further avoidance of doubt, no reports or other files downloaded from the Website need be destroyed. No termination or expiration will relieve either Party of any liability for monetary sums owing to the other.
  1. Restrictions on Use.
  • The License granted to Customer under this Agreement, unless expressly authorized otherwise in writing, is restricted as set forth in Section 2 (Personal and Internal Business Use Only) Section 4 (License and Use Restrictions) and Section 7 (Third Party Data Providers Requirements) of the Website Terms and Conditions. In addition, the Services are solely for Customer’s Internal Use within Customer’s employees or agents within its own organization.  The Services may not be shared with any Customer affiliates or with any third party unless specifically authorized in the Schedule C or in writing by the Company.  Customer shall (i) not disclose, license, transfer, alienate, disseminate, or publish more than an Insubstantial Portion of the information or data obtained through the Website, Database Libraries or Service, (ii) not use the Website, Database Libraries or Service to create, enhance or structure any database in any form for resale or distribution and (iii) abide by all prevailing federal, state, local and applicable foreign laws and regulations governing fair information practices and consumers’ rights to privacy.
  • Company shall have the right to periodically review Customer’s use of the Website, API, Database Libraries and Services and may, upon reasonable notice, audit Customer’s records, processes and procedures related to Customer’s use thereof and the information and data so received. Customer shall reasonably cooperate with any and all audits.
  1. Intellectual Property. All right, title and interest in and to the Websites, the Services and the information made available through them shall be governed by of the Website Terms and Conditions attached hereto as Schedule B including but not limited to Section 4 (License and Use Restrictions), Section 6 (Ownership of Information) Section 8 (Content Disclaimer) and Section 10 (User Provided Content). The Company retains ownership of all usage data in its system and may use it in anonymized or aggregated form to enhance the functionality and data of the Credifi product.”

The Company, its affiliates or third party licensors own and hold all right, title and interest in and to the Website, API, Database Libraries and Services, including without limitation, all underlying data compilations and information, all materials related to the Services and all intellectual property derived from the Services, including without limitation, all patents, trademarks, copyrights and trade secrets derived from the Services, notwithstanding that portions of the Services may be derived in whole or in part from publicly available sources.

 

  1. WARRANTY AND LIMITATION OF LIABILITY

 

  • THE WEBSITES, API, DATABASE LIBRARIES AND SERVICES AND ALL INFORMATION, DATA AND CONTENT ON OR AVAILABLE THROUGH THE WEBSITES, DATABASE LIBRARIES AND SERVICES ARE MADE AVAILABLE TO CUSTOMER ON AN “AS IS,” “AS AVAILABLE” BASIS. CUSTOMER IS SUBJECT TO THE WARRANTY, DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNIFICATION PROVISIONS OF THE WEBSITE TERMS AND CONDITIONS INCLUDING BUT NOT LIMITED TO SECTION 8 (CONTENT DISCLAIMER), SECTION 9 (NO ADVICE), SECTION 10 (USER PROVIDED CONTENT), SECTION 13 (DISCLAIMER OF WARRANTIES AND LIMITS OF LIABILITY) AND SECTION 14 (INDEMNIFICATION).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS WILL ONLY APPLY TO THE MAXIMUM EXTENT ALLOWABLE BY APPLICABLE LAW.  IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

 

  • THE CREDIFI PARTIES’ MAXIMUM AGGREGATE LIABILITY TO CUSTOMER FOR ANY CAUSE OR LIABILITY WHATSOEVER, WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR FOR ANY OTHER REASON, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF (I) THE AMOUNT OF MONTHLY SUBSCRIPTION FEES PAID, IF ANY, BY CUSTOMER TO CREDIFI IN CONNECTION WITH THE WEBSITES, DATABASE LIBRARIES AND SERVICES IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY AND (II) US $5,000.00.

 

  1. Governing Law, Venue, Attorney’s Fees and Waiver of Jury Trial. This Agreement Shall be governed by and construed in accordance with the laws of the State of New York, without regard to its choice of laws rules. Both Parties hereby consent to the jurisdiction of the competent state courts of New York with respect to actions arising under or with respect to this Agreement. Venue for all lawsuits shall be in New York, New York.  The prevailing party in any lawsuits, including appeals, shall be entitled to an award of its reasonable attorneys’ fees and costs.  THE PARTIES AGREE TO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF THE DISPUTE OR CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN ANY PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THIS AGREEMENT.

 

 

  1. Severability. In the event any provision of this Agreement shall be finally determined to be void, illegal or unenforceable, then such provision shall be deemed automatically adjusted to the minimum extent necessary to conform to applicable requirements of validity, legality and enforceability and, as so adjusted, be deemed a provision of this Agreement as if it were originally included herein.

 

  1. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties hereto and to their respective heirs, representatives, successors, and permitted This Agreement may not be assigned, transferred, shared or divided in whole, or in part, by Customer without the Company’s prior written consent in its sole and absolute discretion. The dissolution, merger, consolidation, reorganization, sale or other transfer of assets, properties, or controlling ownership interests of more than fifty percent (50%) in, directly or indirectly, or acquisition of substantially all assets of, of Customer (a “Change of Control”), constitutes an assignment of this Agreement for purposes of this Section 7. The Agreement may be transferred or assigned by Company to any purchaser or transferee of all or a substantial portion of the business or assets of the Company.

 

  1. Modifications and Waivers. This Agreement may not be modified except by a writing signed by authorized representatives of both parties.  A waiver by either party of its rights hereunder shall not be binding unless contained in a writing signed by an authorized representative of the party waiving its rights.  The non-enforcement or waiver of any provision on one (1) occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing.  It is agreed that no use of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement.  Provided however, that this Section shall in no way limit the right to the Company to amend and modify its Website Terms and Conditions and Privacy Policy from time to time as set forth therein.

 

  1. Rights and Remedies Cumulative. Any and all rights and remedies which either party may have under this Agreement, at law or in equity, shall be cumulative and shall not be deemed inconsistent with each other, and any two or more of all such rights and remedies may be exercised at the same time insofar as permitted by law.

 

  1. Notices. Notices permitted or required hereunder shall be sent to the address of the party as set forth on the introductory page to the Agreement.  The Parties may change their address upon 7 days prior written notice to the other Party. Notice may be given (i) by registered or certified mail, postage prepaid, return receipt requested, effective 5 days after posting, (ii) by confirmed fax, effective on the next business day in recipient’s location, (iii) by messenger or courier, effective upon receipt, or (iv) by e-mail effective on the next business day in recipient’s location.

 

  1. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be considered an original but all of which together will constitute one and the same agreement.  The execution and telecopy transmission of a facsimile shall be effective as execution and delivery of a counterpart.

 

Survival.  The following provisions shall survive the expiration or termination of this Agreement:  Sections 2, 3, 4, 5, 7, 9 and 12.