BorrowerCheck™ for Dealers – Terms of Use

These BorrowerCheck™ for Dealers Terms of Use (the “Terms of Use”) form an integral part of the License and Usage Agreement (“Agreement”) between PointPredictive, Inc. (“PointPredictive”) and the entity or person placing an order for, or accessing, the BorrowerCheck Service (“Dealership”) as if fully set forth therein. PointPredictive and Dealership may be referred to in these Terms of Use as “Party” individually or “Parties” collectively.

1.0 BORROWERCHECK™ FOR DEALERS (“BORROWERCHECK” or “BorrowerCheck Service” or “Service”)

BorrowerCheck is a service that allows Authorized Users to enter a potential customer’s identity details (Name, Address, SSN, Phone, and Date of Birth) and receive a report of red flag indicators from the Point Predictive Consumer Risk Data Repository (“Data Repository”) and selected third-party data sources highlighting any issues or concerns related to the potential customer’s identity for further investigation. BorrowerCheck is accessed solely by Authorized Users (defined below) from an Authorized Location (defined below) through the Dealertrack service used by each Authorized Location.

BorrowerCheck also includes optional fee-based functionality that provides camera-enabled verification capabilities for validation of a driver’s license barcode (the “DL Verification Service”) that is only enabled if pricing for this functionality is included in the Agreement.

2.0 TERM AND TERMINATION

The Agreement is effective as the Effective Date and remains in effect until terminated as set forth therein or as specified below.

Either party may terminate the Agreement for cause: (i) upon thirty (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 files a petition in bankruptcy or any other proceeding is undertaken and not promptly dismissed relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

PointPredictive may terminate the Agreement within the first five (5) days following the Effective Date if PointPredictive’s third-party data provider(s) do not approve Dealership as an Authorized Location.

3.0 DEALERSHIP OBLIGATIONS

“Authorized Locations” are those Dealership business locations listed on the Agreement that are subsequently approved by PointPredictive and PointPredictive’s third-party data provider. “Authorized Users” are, collectively, Dealership and the login credentials associated with each Authorized Location. All information provided by Authorized Users to the BorrowerCheck service through the Dealertrack service (“Borrower Data”) is Confidential Information (defined in Section 7.0) of Dealership.

3.1 Dealership shall: (i) be responsible for its compliance, and the compliance of all Authorized Users with these Terms of Use; (ii) be solely responsible for the accuracy, quality, integrity and legality of Borrower Data and of the means by which it acquired Borrower Data; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the BorrowerCheck Service and notify PointPredictive promptly of any such unauthorized access or use; and (iv) use the BorrowerCheck Service only in accordance with these Terms of Use and applicable laws and government regulations. Dealership acknowledges and agrees that it is solely and completely responsible for any actions or decisions based on, in whole or in part, the contents of any BorrowerCheck Results.

3.2 Dealership grants PointPredictive and its licensors the perpetual right to include the Borrower Data in its Data Repository processes including, without limitation, creating models, variables, derivatives and reports based in whole or in part on Borrower Data. PointPredictive agrees that: (i) any personally identifiable information contained within the Data Repository will be encrypted and will not be shared with other customers without prior written consent and (ii) Dealership or Dealership’s consumer customers shall not be referenced as the source of any Data Repository information.

The third-party data providers whose data may be used to create portions of the BorrowerCheck Results have established certain additional requirements that apply to all BorrowerCheck customers. Dealership agrees to comply with these additional requirements (available at https://pointpredictive.com/BCSupplementalTerms/) continuously throughout the Term. Any such third-parties shall be considered third-party beneficiaries to the Agreement if expressly written as such in the terms referenced immediately above.

4.0 POINTPREDICTIVE OBLIGATIONS

For each Borrower Data record, PointPredictive will return various red flag indicators and a preformatted report and, if applicable, the outputs of the DL Verification Service (collectively, the “BorrowerCheck Results”) to the dealer desktop software. The BorrowerCheck Results are Confidential Information (defined in Section 7.0) of PointPredictive.

5.0 LICENSE AND RESTRICTIONS

a) PointPredictive grants Dealership a royalty-free, non-exclusive, limited license to use the BorrowerCheck Results throughout the Term for the purpose of triggering or avoiding additional verification activities as part of Dealership’s mitigation strategies to prevent fraud and misrepresentation on active or potential consumer applications for loans or other similar services. Dealership acknowledges and agrees that the BorrowerCheck Results are not “consumer reports” (as such term is defined in the Fair Credit Reporting Act) and may not be used to support or justify any “adverse action” (as such term is defined in the Fair Credit Reporting Act) against any consumer.

b) Dealership shall not: (i) make the BorrowerCheck Results available to any third party; (ii) sell, resell, rent or lease the BorrowerCheck Results; (iii) create derivative works based on the BorrowerCheck Results; (iv) remove any PointPredictive titles, trademark symbols, copyright symbols and restrictive legends from the BorrowerCheck Results; (v) bypass or disable any protections that may be put in place to provide security for BorrowerCheck or to protect against unlicensed use of BorrowerCheck; (vi) allow anyone besides Authorized Users to access or use BorrowerCheck; (vii) use the BorrowerCheck Results for marketing or solicitations of any kind or for direct-to-consumer sales; or (viii) maintain a database or table of BorrowerCheck Results for the purpose of avoiding a future billable BorrowerCheck request.

c) PointPredictive shall have a royalty-free, non-exclusive, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into BorrowerCheck any suggestions, enhancement requests, recommendations or other feedback provided by Dealership during the Term.

6.0 FEES, PAYMENT & TAXES

a) All Fees and payment terms are as set forth in the Agreement. Except as expressly set forth in the Agreement and to the extent permitted by law, all payment obligations are non-cancelable and Fees are non-refundable. Dealertrack will be responsible for paying PointPredictive according to the Agreement on behalf of the Dealership.

b) Fees do not include taxes. Dealership is responsible for paying any taxes associated with its purchases hereunder.

7.0 CONFIDENTIALITY

a) Each party agrees that the other party has disclosed or may disclose information relating to the disclosing party’s business including, without limitation, software, names and expertise of employees and contractors, know-how, trade secrets, processes, ideas, inventions (whether patentable or not), financial information, proposals, pricing information, the Agreement (including these Terms of Use), customer lists, product development plans, forecasts, strategies and other technical, business, financial or customer information which to the extent disclosed to the receiving party is hereinafter referred to as “Confidential Information” of the disclosing party. Except to the extent necessary to perform its obligations under the Agreement, the receiving party will hold in confidence and not use or disclose any Confidential Information. Prior to permitting access to the Confidential Information, the receiving party will have discussed with its employees and consultants, sufficient to enable it to comply with all the provisions of the Agreement and these Terms of Use. The receiving party shall be responsible for breach by the receiving party’s representatives of the obligations set forth herein.

b) Without limiting the generality of item (a) above and for avoidance of doubt, all terms and conditions of the Agreement and these Terms of Use are Confidential Information of PointPredictive.

c) The receiving party shall not be obligated under this Section 7 with respect to information the receiving party can document:

• is or has become publicly available through no fault of the receiving party, unless further disclosure is otherwise prohibited by law;
• is received without restriction from a third party lawfully in possession of such information;
• was rightfully in the receiving party’s possession prior to disclosure by the disclosing party; or
• is independently developed by the receiving party by personnel without access to the disclosing party’s Confidential Information.

d) All information provided to PointPredictive by Dealership under the Agreement will be held in confidence by PointPredictive throughout the Term of the Agreement and will not be disclosed to any third party (excluding the third-party data providers necessary to allow PointPredictive to produce the BorrowerCheck Results) without Dealership’s express written permission. Upon request by Dealership associated with the termination of the Agreement or a change of control event for PointPredictive, PointPredictive will securely delete all Borrower Data in its systems or otherwise in its possession or under its control within ninety (90) days of such request. PointPredictive will provide a destruction certificate to the Dealership upon request. For clarity, the license granted in Section 3.2 above survives any destruction request under this subsection (d).

e) All information provided to Dealership by PointPredictive under the Agreement be held in confidence by Dealership throughout the Term of the Agreement and will not be disclosed to any third party without PointPredictive’s express written permission.

f) Each party acknowledges that its breach of this Section 7 may cause irreparable injury to the other for which monetary damages are not an adequate remedy. Accordingly, a party will be entitled to seek injunctions and other equitable remedies in the event of a breach or threatened breach by the other party.

8.0 WARRANTIES

a) PointPredictive warrants that the functionality of BorrowerCheck will not be materially decreased during the Term.

b) Each party represents and warrants that it: (i) has the legal power to enter into the Agreement; and (ii) will comply with all applicable laws and government regulations.

c) EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9.0 INDEMNIFICATION

a) PointPredictive shall defend Dealership against any claim, demand, suit, or proceeding (“Claim”) made or brought against Dealership by a third party: (i) alleging that the use of a Service for its intended purpose infringes or misappropriates the intellectual property rights of a third party; (ii) based on the gross negligence, or willful misconduct of PointPredictive, or (iii) based on a breach by PointPredictive of its confidentiality obligations under the Agreement. PointPredictive shall indemnify Dealership for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Dealership in connection with any such Claim.

b) Dealership shall defend PointPredictive against any Claim made or brought against PointPredictive by a third party: (i) alleging that the Borrower Data infringes or misappropriates the intellectual property rights of a third party; (ii) relating to or arising in connection with Dealership’s use of a Service in violation of the Agreement or applicable law, or (iii) based on the gross negligence or willful misconduct of Dealership. Dealership shall indemnify PointPredictive for any damages finally awarded against, and for reasonable attorney’s fees incurred by, PointPredictive in connection with any such Claim.

c) The indemnity obligations under this Section 9 are subject to the indemnifying party being promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and having the opportunity to assume sole control over the defense and all negotiations for a settlement or compromise. The indemnifying party will not be responsible for any settlement it does not approve in writing.

d) The indemnity obligations set forth above state the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any Claim described in this Section 9.

10.0 LIMITATION OF LIABILITY

OTHER THAN DAMAGES ASSOCIATED WITH A BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 7 OF THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO THIRD PARTIES FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR A PARTY’S INDEMNITY OBLIGATIONS, PAYMENT OBLIGATIONS, LIABILITY FOR BODILY INJURY OF A PERSON, AND DAMAGES RELATING TO A BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 7 OF THIS AGREEMENT, A PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY DEALERSHIP TO POINTPREDICTIVE IN THE SIX(6) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM OR $1,000,000, WHICHEVER IS LESS. ANY ACTION IN CONNECTION WITH THIS AGREEMENT MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER SUCH PARTY BECOMES AWARE OF SUCH CAUSE OF ACTION.

11.0 ADDITIONAL TERMS

a) There are no third-party beneficiaries under the Agreement, except to the extent expressly stated herein

b) Neither party will be liable to the other for any delay or failure to perform any obligation under the Agreement (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

c) The Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. Neither Party may assign the Agreement without the advance written consent of the other party, except that either party may assign the Agreement in its entirety in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such Party’s assets or voting securities to such Party’s successor; and PointPredictive may assign the Agreement in its entirety to any affiliate. Each Party shall promptly provide notice of any such assignment. Any attempt to transfer or assign the Agreement except as expressly authorized under this section will be null and void.

d) The Parties shall attempt to resolve all disputes arising out of or relating to the Agreement amicably through good faith discussions upon the written request of either party. If any dispute cannot be resolved within a period of sixty (60) days after such notice has been given (the last day of such sixty (60) day period, referred to as the “Arbitration Date”), such dispute shall be finally settled by arbitration, in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one or more commercial arbitrator(s) with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the number and identity of the arbitrators within fifteen (15) days following the Arbitration Date, then a single arbitrator shall be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS, provided that any arbitrator so selected shall have substantial experience in complex commercial contract disputes. The arbitrator(s) shall have the authority to allocate between the parties the costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as the arbitrator(s) may determine. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. For clarity, the validity, construction and enforceability of the Agreement and the resolution of disputes arising out of and relating to the Agreement and any related agreements, collectively or separately, shall be governed solely by this Section. Either Party may seek and obtain an injunction or other appropriate relief from a court to preserve or protect intellectual property rights, but no such application to a court shall in any way be permitted to stay or otherwise impede the progress of any arbitration proceeding.

e) The Agreement will be governed by the laws of the state of Delaware, without regard to conflicts of laws. Except with respect to any claims subject to arbitration in accordance with sub-section “(d)” immediately above, the exclusive jurisdiction and venue for any actions will be the state and federal courts located in San Diego County, CA., and the Parties each irrevocably consent to, and waive any objection to, jurisdiction and venue in such courts.

12.0 ENTIRE AGREEMENT

These Terms of Use along with the Agreement are the complete and exclusive statement of what constitutes the entire agreement and mutual understanding between Dealership and PointPredictive with respect to the subject matter of the Agreement and supersede and cancel all previous written and oral agreements and communications relating to the subject matter of the Agreement.

13.0 CHANGES TO AGREEMENT

From time to time, PointPredictive may modify these Terms of Use. Unless otherwise specified by PointPredictive, changes become effective for Dealership upon renewal of the Agreement. PointPredictive will use reasonable efforts to notify Dealertrack of the changes who will, in turn, notify each affected Dealership.

Last Updated: Jan. 1, 2026 | Previous Version: None