Terms & Condition

CREDIMARKS CREDIT RATING TOOL USE AGREEMENT

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:

  1. Definitions. In addition to any other terms which are defined in the body of this Agreement, the following terms have the following meanings
    1. "API(s)" means any application program interface that is provided to Owner for the purpose of developing the Application or the Development Account.
    2. "Derivative Work" shall mean a work that is based upon one or more preexisting works, such as a revision, modification, translation, abridgement, condensation, expansion, or any other form in which such preexisting works may be recast, transformed, or adapted, and that, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute a copyright infringement under the United States Copyright Act.
    3. "Interface" means an interface or other form of access provided by User to Owner in order to facilitate access to and use of User's data feeds
    4. "Framework" means a set of APIs or widgets which are used to support the development of applications.
    5. "Intellectual Property Rights" means all worldwide, current or future, copyright rights (including, without limitation, the exclusive right to use, reproduce, modify, create derivative works of, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, the exclusive right to make, have made, use, sell and offer to sell, import and export), trade secrets, moral rights, right of publicity, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence, and all renewals, continuations, continuations in part and extensions thereof, regardless of whether such rights arise under the law of the United States or any other state, country or jurisdiction.
    6. "Open Source Software" means any software or software component, module or package that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models, including, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) GNU's General Public License (GPL) or Lesser/Library GPL (LGPL); (b) the Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License.
    7. "User Materials" means the Platform, the Interface, or other materials provided by User to Owner.
    8. "Owner Materials" means the Application, the Development Account, and any software or software components, tools, libraries, modules or packages included within the Application or Development Account that are not Open Source Software, including all documentation related to the User Materials.
    9. "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.
    10. "Privacy Policy" means Owner's written policy that it makes available to all end users setting forth Owner's practices relating to the use, collection, storage and sharing of data relating to or transmitted through the Application by end users.
  2. Grant of Rights to Use the Application and Development Account.
    1. Open Source Software. User hereby acknowledges that the Owner Materials may contain Open Source Software. User agrees to review any documentation that accompanies the Owner Materials or is identified in a link provided in the documentation for the Owner Materials in order to determine which portions of the Owner Materials are Open Source
      Software and are licensed under an Open Source Software license. To the extent any such license requires that Owner provide User the rights to copy, modify, distribute or otherwise use any Open Source Software that are inconsistent with the limited rights granted to User in this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such Open Source Software.
    2. 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).
    3. Third-Party APIs and Content. Certain portions of Owner Materials may be provided by third parties. These third parties may require separate or different terms for use of their materials. Either Owner or the applicable third party will provide the User with the applicable terms and conditions either through an email notification, a conspicuous posting on the Owner Website, or via a click through agreement.
    4. 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):
      1. 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;
      2. 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;
      3. remove any product identification, legal, copyright, trademark or other proprietary rights notices contained in the Owner Materials;
      4. 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;
      5. 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;
      6. 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;
      7. 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;
  3. Owner's Proprietary Rights to Owner Materials
    1. Ownership of Owner Materials Owner shall retain all rights, title and interest in and to the Owner Materials and Intellectual Property Rights therein. Except as set forth inthis Agreement, User obtains no right, title or interest from Owner under this Agreement in or to any Application or Owner Materials that Owner develops pursuant to this Agreement. Owner acknowledges and agrees that distribution of the Application in certain commercial sectors may be subject to further terms and conditions, which may include a share of the revenue generated from the license of the Application to be paid to User by Owner.
  4. Owner's License to User Materials.
    1. Limited License to Application. User grants to Owner a worldwide, non-exclusive, royalty-free license to use, reproduce, display, perform and distribute the User Materials solely in order to evaluate, test and analyze the Application, This Section 5.1 only grants a limited license and is not a sale of the User Materials or any portion or copy thereof. Any third-party that accesses User Material will be bound by the Confidential Agreement in the contract.
    2. License to User Data. User acknowledges and agrees that the Application may access databases and other information that require Owner to pass User Data generated by the Owner Materials to third party partners of Owner as required by such third-party partners to enable the functionality of the Application User hereby grants Owner a worldwide, non-exclusive, royalty-free license to use, reproduce, display, perform and distribute the User Data (including providing User Data to third party partners of Owner which require such data) solely for the purposes of (i) enabling an Application or any service used by an Application ;or (ii) monitoring the performance, quality and security of the Application. Owner will seek consent of User prior to giving any third-party access to User Materials.
  5. Subscription and Per Search Fees
    1. General. In partial consideration of Owner's performance of Services under and for the duration of this Agreement and the licenses granted herein, User shall pay owner Subscription Fees ("Fees") according to the payment plan the User selects. These Fee shall be paid at the beginning of the pay period and platform shall be activated only after these Fees have been received into Owner account. To foster long-term partnership relations with the User, Credimarks has foregone any upfront Development Fees typically associated with developing Applications similar to the Credimarks Credit Rating Application. As further consideration for the Services, User will pay Owner $2 USD each time a Credimarks Credit Rating is pulled ("Usage Fee"). In the event that Owner determines that the Application or Services warrant a price change, Owner shall notify User in written or electronic form.
    2. Payment Terms. All pricing and fees under this Agreement do not include taxes. User will be responsible for taxes on Subscription Fee and Usage Fee. A late payment charge of ten percent (10%) per year shall be charged upon unpaid balances due for more than thirty (30) days. All payments shall be made in US Dollars ($). The User shall pay annual fee in full by the beginning of the Subscription Period each agreement term.
    3. Audit Rights: Owner shall have the right to verify, not more frequently than once per year and upon not less than (ten) (10) working days' prior written notice to User, the accuracy of the accounting reports and Usage Fee's provided by User hereunder. User shall allow Licensor's designated representative to inspect User's pertinent records and books of accounts maintained in the ordinary course of business. The representative must agree to sign User's standard form of nondisclosure agreement requiring that the contents of User's books and records of accounts shall be held in strict confidence except as may be necessary to report to Licensor concerning the accuracy of User's accounting statements and Usage Fee payments. The cost of the audit shall be at Licensor's expense; provided, however, that if any such audit reveals an underpayment of Usage Fee's in excess of (five) percent (5%) of the Usage Fees actually paid with respect to the period covered by the audit, in addition to paying the Usage Fees due, User shall reimburse Owner for the fees paid to Owner's representative for such audit.
  6. Term and Termination.
    1. Term and Termination. The Term of this Agreement shall commence upon the Effective Date and shall continue in perpetuity until terminated: (a) by either party upon written notice to the other party; or (b) if User fails to timely remit payment of the Subscription Fee or Usage Fee. 7.2 Survival. Sections 14,6,7,8,9-19 shall survive any termination or expiration of this Agreement for any reason.
  7. Confidentiality
    1. 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.
    2. 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.
  8. Ownership and Trademarks.
    1. Ownership of Owner and User Materials. This Agreement only grants a license and is not a sale of the Owner Materials or any portion or copy thereof. As between the parties, Owner owns all rights to the Owner Materials and User owns all right, title and interest in and to User Materials, and any respective updates thereof and all Intellectual Property Rights therein. Owner reserves all right, title and interest in and to the Owner Materials not expressly granted to User under this Agreement, and except for the licenses granted by Owner to User under this Agreement, no right, title, ownership, interest or license in or to the Owner Materials, whether by implication, estoppel or otherwise, is granted, assigned or transferred to User under or in connection with this Agreement.
    2. Ownership of Modifications. Subject to User's underlying rights in the User Materials, Owner shall retain all rights, title and interest in and to the Modifications and any derivative works thereof; provided, however, Owner hereby covenants and agrees that it will not, at any time during the term of this Agreement or thereafter, assert any claim of any kind against User, any User customer, or any User owner (who has agreed to substantially similar terms as this Agreement), alleging infringement of Owner's Intellectual Property Rights or other rights in such Modifications.
    3. User Trademarks. Owner acknowledges that User or its affiliates are the sole owners of all trademark rights in the marks used by User to designate the company itself, its products (inclusive of User Devices) and/or services. Owner agrees to do nothing inconsistent with such ownership. Owner acknowledges that this Agreement does not grant any rights to use any of the foregoing trademarks or any other trademark of User or any of its affiliates, even if such marks are included in any of the User Materials. If Owner receives notice that a third party claims an intellectual property right in particular functionality or code contained in the User Materials (or their utilization under this Agreement), Owner must notify User of the same in writing in reasonable detail.
  9. Support and Maintenance
    1. Development Support. User shall provide Owner with support regarding Development Materials. Notwithstanding any other provisions of this Agreement, User shall provide Owner with updates to the User Materials. User shall provide maintenance or support for the User Materials under this Agreement.
    2. End User Support. User and Owner shall be mutually responsible for providing support to customer's use of the Application.
  10. Warranties and Disclaimers.
    1. 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).
  11. INDEMNIFICATION. Owner and User shall, at their respective expense: (a) indemnify and defend or settle any claim, suit or proceeding that is instituted by a third party against the other party and/or its officers, directors, employees, agents, suppliers or customers (the Indemnified Parties") to the extent such claim, suit or proceeding arises out of or is in relation to (i) any breach or claim of breach of any of the indemnifying party's covenants under this Agreement or (ii) by reason of any claims in respect of such indemnifying party's distribution or use of the Owner Materials including, but not limited to, products liability and intellectual property infringement claims, which are not due to any violation or breach by the other party of its covenants under this Agreement; and (b) pay all damages finally awarded therein against the Indemnified Parties or agreed upon in settlement by the Indemnified Parties (including other reasonable costs incurred by User, including reasonable attorneys fees, in connection with enforcing this Section).
  12. Limitation of Liability Damages.; TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE USER MATERIALS OR THE OWNER MATERIALS, RESPECTIVELY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF USER OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY OWNER AS A RESULT OF (I) ANY RELIANCE PLACED BY SUCH PARTY ON THE COMPLETENESS, ACCURACY OF THE SERVICE OR CONTENT, (II) ANY CHANGES WHICH USER OR OWNER, AS APPLICABLE, OR THEIR RESPECTIVE SUPPLIERS MAY MAKE TO THE USER MATERIALS OR OWNER MATERIALS, AS APPLICABLE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES PROVIDED THROUGH THE USER MATERIALS OR OWNER MATERIALS (OR ANY FEATURES WITHIN THE SERVICES), (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH EITHER PARTY'S USE OF THE USER MATERIALS OR OWNER'S MATERIALS, AS APPLICABLE; OR (IV) EITHER PARTY'S FAILURE TO KEEP PASSWORDS OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE LIABILITY OF USER OR OWNER AGGREGATE LIABILITY EXCEED THE AMOUNT OF TEN THOUSAND DOLLARS.
  13. No Assignment. Neither party may assign or otherwise transfer this Agreement or the rights or obligations hereunder, either in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, which consent may be withheld in User's sole discretion; and any attempted transfer or assignment is null and void and shall be deemed a material breach of this Agreement.
  14. Relationship of the Parties. Each of the parties shall at all times during the term of this Agreement act as, and shall represent itself to be, an independent contractor, and not an agent or employee of the other. Nothing stated in this Agreement will be construed as creating the relationships of joint venturers, partners, employer and employee, franchisor and franchisee, master and servant, or principal and agent.
  15. Notices. All notices so given shall be deemed received upon receipt of either electronic or written mail. Notices sent to Owner shall be sent to the electronic or physical mail address provided by Owner in this Agreement.
  16. Miscellaneous Legal Provisions. This Agreement contains the entire agreement of the parties, and supersedes any and all previous agreements with respect to the subject matter hereof, whether oral or written. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless agreed to by both parties to this Agreement. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. A waiver of any default hereunder or of any of the terms and conditions of thisAgreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. The exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement. In the event, any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

CREDIMARKS, INC.

Robert Kabera

Title: Chief Executive Officer