IEValidate™ – Standard Terms and Conditions

These standard terms and conditions (“Standard Terms”) are attached to, and form an integral part of, the License and Usage Agreement (“Agreement”) between the organization listed on the signed Agreement (“Customer”) and PointPredictive, Inc. (“Company”).

1. 1. IEVALIDATE™

IEValidate reports a consumer’s most likely income and employer based on a selection from previously reported stated income and employment within the Point Predictive Consumer Risk Data Repository (“Data Repository”). Information regarding the consumer’s previously reported incomes and employers as well as a confidence rating are also provided. Access to IEValidate is available through a Company-hosted web portal or a Company-hosted API-based service — all use of IEValidate during the Pilot Period is exclusively through the web portal. Company’s documents entitled “IEValidate™ Data Specification” and “IEValidate™ Portal User Guide”) (collectively, the “Specification”) provides details on the required input fields (“Consumer Data”) and expected output fields.

1. 2. COMMERCIAL DETAILS

The Agreement begins on the Effective Date and continues for the period listed in the Subscription Details section of the Agreement until terminated according to this Section 2 (the “Term”).

• Customer may terminate the Agreement for convenience at the end of the pilot period, any initial subscription period or any subsequent renewal period (as defined in the Subscription Details) by selecting that option within the web portal or by providing reasonable prior written notice (for a termination at the end of the pilot period) or a minimum of thirty (30) days prior written notice (for any other convenience termination).
• Company may terminate the Agreement for convenience at the end of any initial subscription period or any subsequent renewal period by providing a minimum of thirty (30) days prior written notice.
• 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.

1. 3. CUSTOMER OBLIGATIONS

“Authorized Users” are, collectively, Customer and all individual access credentials for the web portal associated with Customer. Customer will provide its findings, to the extent reasonably available, related to actions taken based on IEValidate Results (collectively, the “Outcome Data”) on a periodic basis throughout the Term using a file-based exchange method to be reasonably agreed between the parties. All Consumer Data and Outcome Data is Confidential Information of Customer.

Customer shall: (i) be responsible for its compliance, and the compliance of all Authorized Users with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity and legality of Consumer Data and of the means by which it acquired Consumer Data; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the IEValidate service and notify Company promptly of any such unauthorized access or use; and (iv) use the IEValidate service only in accordance with this Agreement and applicable laws and government regulations.

1. 4. COMPANY OBLIGATIONS

For each Consumer Data record provided to the IEValidate service, Company will return output data as described in the Specification (“IEValidate Results”). The IEValidate Results are Confidential Information of Company.

1. 5. LICENSE AND RESTRICTIONS

Company grants Customer a royalty-free, non-exclusive, limited license to use the IEValidate Results throughout the Term for the purpose of triggering or avoiding additional verification activities as part of Customer’s mitigation strategies to prevent fraud and misrepresentation on active or potential consumer applications for loans or other similar services. Customer acknowledges and agrees that the IEValidate 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.

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

1. 6. CONFIDENTIALITY

1. 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, this Agreement, 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 this 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 this Agreement. The receiving party shall be responsible for breach by the receiving party’s representatives of the obligations set forth herein.
2. b) The receiving party shall not be obligated under this Section 6 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.

1. c) Each party acknowledges that its breach of this Section 6 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.

1. 7. WARRANTIES

1. a) Company warrants that IEValidate will perform materially in accordance with the Specification and that the functionality of IEValidate will not be materially decreased during the Term.
2. b) Each party represents and warrants that it: (i) has the legal power to enter into this Agreement; and (ii) will comply with all applicable laws and government regulations.
3. 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.

1. 8. INDEMNIFICATION

1. a) Company shall defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party: (i) alleging that the use of IEValidate 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 Company, or (iii) based on a breach by Company of its confidentiality obligations under this Agreement. Company shall indemnify Customer for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Customer in connection with any such Claim.
2. b) Customer shall defend Company against any Claim made or brought against Company by a third party: (i) alleging that the Consumer Data infringes or misappropriates the intellectual property rights of a third party; (ii) relating to or arising in connection with Customer’s use of a Service in violation of this Agreement or applicable law, or (iii) based on the gross negligence or willful misconduct of Customer. Customer shall indemnify Company for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Company in connection with any such Claim.
3. c) The indemnity obligations under this Section 8 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.
4. 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 8.

1. 9. LIMITATION OF LIABILITY

OTHER THAN DAMAGES ASSOCIATED WITH A BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 6 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 6 OF THIS AGREEMENT, A PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER TO COMPANY 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.

1. 10. ADDITIONAL TERMS

1. a) Customer grants Company and its licensors the perpetual right to include the Consumer Data and the Outcome Data in its Data Repository processes including, without limitation, creating models, variables, derivatives and reports based in whole or in part on Consumer Data. Company agrees that: (i) any personally identifiable information derived from Consumer Data or Outcome Data retained within the Data Repository will be encrypted and (ii) Customer or Customer’s consumer customers shall not be referenced as the source of any Data Repository information.
2. b) Company shall have a royalty-free, non-exclusive, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into IEValidate any suggestions, enhancement requests, recommendations or other feedback provided by Customer during the Term and, after the pilot period, to include Company’s name and logo in its marketing materials for the IEValidate service
3. c) Customer 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 IEValidate Results.
4. d) All information provided to Company by Customer under this Agreement will be held in confidence by Company throughout the Term of this Agreement and will not be disclosed to any third party (excluding the third party data providers necessary to allow Company to produce the IEValidate Results) without Customer’s express written permission. Upon request by Customer associated with the termination of this Agreement or a change of control event for Company, Company will securely delete all Consumer Data in its systems or otherwise in its possession or under its control within ninety (90) days of such request. Company will provide a destruction certificate to the Customer upon request. For clarity, the license granted in subsection (a) above survives any destruction request under this subsection (d).
5. e) All information provided to Customer by Company under this Agreement be held in confidence by Customer throughout the Term of this Agreement and will not be disclosed to any third party without Company’s express written permission.