This Credimarks Credit Rating Use Agreement (the "Agreement") is entered into this day ("Effective Date") by and between CREDIMARKS INC. a Florida corporation (hereinafter "Owner") and the Signatory (hereinafter "User").
Whereas, User offers financial products and services that enables the users to move from underbanked to fully banked users and offers services in the areas of check cashing, custom loans and savings, manage money, and financial literacy services; and Whereas, Owner is an application owner that, among other things, develops prototypical applications and utilities for implementing models for calculating credit scores based on non-traditional data; and
Whereas User has requested that Owner develop a prototype credit score model application using non-traditional credit qualifiers ("the "Application") that User can implement in its platform applications, including third party applications, toolsets, databases and data feeds (the "Platform") which can be used by User for multiple purposes including the assessment of a loan applicant's qualification for a loan, and
Whereas, to implement the development of the Application, User will provide Owner access to a certain databases and data feeds and related interfaces ("User Data") that will enable Owner to establish an account space for development of the application on the Owner's infrastructure ("Development Account").
Now therefore, in consideration for the mutual representations, warranties and covenants contained herein, the parties hereby agree as follows:
- Definitions. In addition to any other terms which are defined in the body of this Agreement, the following terms have the following meanings
- "Personally Identifiable Information" means information which can be used to distinguish or trace an individual's identity, such as their name, social security number, biometric records, etc. alone, or when combined with other personal or identifying information which is linked or linkable to a specific individual, such as date and place of birth, mother's maiden name, etc.
- Terms to Use the Application.
- No Endorsement. User agrees that unless User receives the express prior written authorization of Owner, User will not: (a) market the Applications developed using the Owner Materials in any manner which implies that Owner or its suppliers endorse such products; or (b) use the image or likeness (e.g., photograph, drawing, etc.) of a Owner trademark, logo or product for any purpose (including, without limitation, in any advertisements, on user's website, or on the packaging, marketing materials or collateral for any Applications).
- General Restrictions. Except as expressly provided herein, User shall not (and shall not allow or enable any third party, including end users of its Application(s) to):
- copy, modify, create a derivative work of, sublicense, rent, sell, lease or otherwise transfer or distribute the Owner Materials or any portion thereof (except as expressly permitted herein solely with respect to the Modifications) to any person or entity, except as expressly provided in this Agreement;
- decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of Owner Materials by any means whatsoever;
- remove any product identification, legal, copyright, trademark or other proprietary rights notices contained in the Owner Materials;
- engage in any activity with the Owner Materials, including development and distribution of an Application, that interferes with, disrupts, damages or accesses in an unauthorized manner the servers, networks, or other properties or services of Owners or any third party including, but not limited to, any mobile communications carrier;
- use the Owners Materials for any fraudulent, unlawful or illegal activity, including developing an application that would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act;
- use the Owner Materials to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as intellectual property rights and rights of privacy and publicity) of others, including developing an Application that would facilitate any such activities;
- use the Owner Materials to use, display, transmit or otherwise make available content that promotes pyramid schemes, chain letters or disruptive commercial messages or advertisements, including developing an application that would facilitate any such activities;
- Definition. Each party agrees to hold the Confidential Information of the other party in confidence, and not to use or disclose such Confidential Information, except as permitted hereunder. For purposes herein, "Confidential Information" means any and all technical and non-technical information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") under this Agreement and related to the past, present or future business or technology of the Disclosing Party, including without limitation information constituting or concerning processes and methodologies; product architecture, designs and specifications; software, whether human-readable or machine-readable; product, marketing, sales and business development plans and strategies; competitive analyses; financial analyses and forecasts; customers and prospects; licensing and distribution arrangements; the identity, skills and compensation of employees, contractors and consultants; and third party information that the Disclosing Party is obligated to maintain in confidence. Regardless of whether so marked or identified, any information that the Receiving Party knew or should have known was considered confidential or proprietary by the Disclosing Party, including without limitation information learned by the Receiving Party upon visual inspection of the Disclosing Party's premises, will be considered Confidential Information of the Disclosing Party under this Agreement. Notwithstanding anything to the contrary herein, the User Materials are and shall remain the Confidential Information of User.
- Exclusions. Notwithstanding the foregoing, neither party shall have any obligation under Section 8.1 with respect to any information that it can prove is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party's part, in the public domain; (b) known to the Receiving Party without an obligation of confidentiality effective at the time the Receiving Party received the same from the Disclosing Party, as evidenced by written records; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; or (d) independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party. Nothing in this Agreement shall prevent the Receiving Party from disclosing information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential nature of the information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency's order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
- Warranties and Disclaimers.
- General Warranties. Each party represents and warrants that: it has all right, power and authority to enter into this Agreement and to grant the licenses hereunder. Each party further represents and warrants that, in its performance hereunder, they shall comply with all applicable laws, regulations and rules of any government body or agency or other competent authority, including all applicable privacy, privacy-related, data security and data security-related laws and regulations (including, in each case, any applicable foreign laws and regulations).
Title: Chief Executive Officer