END USER LICENSE AGREEMENT

FIRST CREDDOT BUSINESS ANALYTICS INC. (“FC”) and The User agree to the terms of this Agreement (as defined below). By downloading, installing, copying, accessing or using this Software, The User agrees to this Agreement. If The User is accepting this Agreement on behalf of another person or other legal entity, The User represents and warrants that The User has full authority to bind that person or legal entity to this Agreement. The User must ensure that End Users (as defined below) comply with this Agreement and is responsible for End Users’ compliance with or breach of this Agreement. If The User does not agree to this Agreement, The User must:

1. not download, install, copy, access or use the Software; and

2. promptly return the Software and proof of entitlement to the party from whom The User acquired the Software.

Capitalized terms used in this Agreement have the meaning assigned to them in Section 15 or elsewhere in this Agreement. The interpretation clause in Section 15 sets out the rules of interpretation for this Agreement.

1. LICENSE GRANT; PROPRIETARY RIGHTS

   1. Right to use the Software:

      Subject to the terms and conditions of this Agreement, FC grants to The User a non-exclusive, non-transferable right to use the Software solely for The User‘s own internal business operations. In this Agreement, to use the Software includes to download, install and access the Software. The User is not granted rights to Updates and Upgrades unless The User has purchased Support (or a service subscription granting rights to Updates and Upgrades).

2. COPY AND USE TERMS

   1. Product Entitlement:

      The use of the Software depends on the licenses purchased (e.g. nodes) and is subject to the Product Entitlement definitions.

   2. Multiple platforms/bundles:

      If the Software supports multiple platforms or if The User receives the Software bundled with other software, the total number of devices on which all versions of the Software is installed may not exceed The User‘s Product Entitlement. Certain Software licensed as part of FC product may also require the purchase of a separate FC server license to use the Software on certain types of servers, in each case as specified in the Documentation.

   3. Term:

      The license is effective for the limited time specified in this Agreement.

   4. Copies:

      The User may copy the Software as reasonably necessary for back-up, archival or disaster recovery purposes.

   5. Affiliates, Managing Parties:

      The User may permit use of the Software in accordance with this Agreement:

      1. by an Affiliate;

      2. by a third party with which The User enters into a contract to manage The User‘s information technology resources (Managing Party) if: (i) the Managing Party only uses the Software for The User‘s internal operations and not for the benefit of another third party or itself; (ii) the Managing Party agrees to comply with the terms and conditions of this Agreement; and (iii) The User provides FC with written notice that a Managing Party will be using the Software on The User‘s behalf. The User is responsible and fully liable for each Affiliates’ and Managing Party’s compliance with or breach of this Agreement.

   6. General restrictions:

      The User may not, and may not cause or allow any third party to:

      1. decompile, disassemble or reverse-engineer the Software, or create or recreate the source code for the Software;

      2. remove, erase, obscure or tamper with any copyright or any other product identification or proprietary rights notices, seal or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Software or Documentation; or fail to preserve all copyright and other proprietary notices in all copies The User makes of the Software and Documentation;

      3. lease, lend or use the Software for timesharing or service bureau purposes; sell, market, license, sublicense, distribute or otherwise grant to any person or entity any right to use the Software except to the extent expressly permitted in this Agreement; or use the Software to provide, alone or in combination with any other product or service, any product or service to any person or entity, whether on a fee basis or otherwise;

      4. modify, adapt, tamper with, translate or create Derivative Works of the Software or the Documentation; combine or merge any part of the Software or Documentation with or into any other software or documentation; or refer to or otherwise use the Software as part of any effort to develop software (including any routine, script, code, or program) having any functional attributes, visual expressions or other features similar to those of the Software to compete with FC;

      5. except with FC’s prior written permission, publish any performance or benchmark tests or analysis relating to the Software;

      6. attempt to do any of activities in Subsections (a) to (e); or

      7. run or operate the Software in a cloud, Internet-based computing or similar on-demand computing environment unless the applicable Product Entitlement Definitions specifically allows the use.

3. TECHNICAL SUPPORT AND MAINTENANCE

   The Technical Support and Maintenance Terms and Conditions, which are incorporated by reference, apply if The User has purchased Support. After the Support Period or service subscription period specified in a Business Proposal has expired, The User has no further rights to receive any Support including Upgrades, Updates and telephone Support. FC may change the Support offered at any time, effective as of the commencement of any Support renewal period.

4. TERMINATION

   1. Without prejudice to The User‘s payment obligations, The User may terminate The User‘s license at any time by uninstalling the Software.

   2. FC may terminate The User‘s license if The User materially breaches this Agreement and The User fails to cure the breach within thirty (30) days of receiving FC’s notice of the breach. Upon termination, The User must promptly return, destroy or delete permanently all copies of the Software and Documentation.

5. PAYMENTS; TAXES; AUDIT

   1. Payments:

      Unless The User is purchasing the FC through an Authorized Partner, in which case payment obligations will be exclusively between the Authorized Partner and The User, The User will pay FC the fees for the FC Product within thirty (30) days of the invoice date. Late payments are subject to interest of one and one-half percent (1.5%) per month or the highest rate permitted by law, whichever is lower. All payment obligations are non-cancelable and non-refundable. If The User considers an invoice is incorrect, The User must contact FC in writing within thirty (30) days of the date of invoice to request an adjustment or credit.

   2. Transaction Taxes:

      If The User purchases the FC Products directly from FC for use, The User will pay all applicable transaction taxes, including sales and use taxes, value added taxes, duties, customs, tariffs, and other government-imposed transactional charges however designated (and any related interest or penalty) on amounts payable by The User under this Agreement (Transaction Taxes). FC will separately state on its invoices the Transaction Taxes that FC is required to collect from The User under applicable law. The User will provide proof of any exemption from Transaction Taxes to FC at least fifteen (15) Business Days before the due date for paying an invoice. If FC does not collect the required Transaction Taxes from The User but is subsequently required to remit the Transaction Taxes to any taxing authority, The User will promptly reimburse FC for the Transaction Taxes, including any accrued penalty or interest charges if the failure to timely collect and remit was not due to the fault of FC.

   3. Withholding Taxes:

      All payments due from The User will be made free and clear and without deduction for any present and future taxes imposed by any taxing authority. If The User is required by applicable law to deduct or withhold income taxes from amounts payable to FC under this Agreement (Withholding Taxes), The User will remit, and provide FC with evidence that The User has remitted, the Withholding Taxes to the appropriate taxing authority and pay to FC the remaining net amount. The User will provide written notice to FC of its intent to withhold (including details of the amounts and legal basis for Withholding Taxes) at least fifteen (15) Business Days before the due date for any payments under this Agreement and will cooperate with FC to reduce any Withholding Taxes. FC provides The User with valid and official documentation issued by the relevant taxing authority for a lower rate of Withholding Taxes, then The User will apply the lower rate.

   4. If The User purchases the FC Products through an Authorized Partner, the obligations regarding Transaction Taxes or Withholding Taxes will be the exclusive responsibility of the Authorized Partner or The User, and the rules in Sections 5.2 and 5.3 do not apply as between FC and The User.

   5. Income Taxes:

      Each party is responsible for its own income taxes or taxes based on gross revenues or gross receipts.

   6. Audit:

      FC may request, and The User must provide within thirty (30) days from the request date, a Software-facilitated system-generated report (System Report) verifying The User‘s Software deployment. The User acknowledges that the System Report is based on technological features of the Software that provide Software deployment verification. If the Software does not contain technological features that provide Software deployment verification, The User will prepare and provide to FC an accurate Software deployment verification report for the Software within thirty (30) days from FC’s request. FC will only request the System Report (or The User‘s prepared Software deployment verification report) once per year and will not unreasonably interfere with the conduct of The User‘s business. If a System Report or The User‘s prepared Software deployment verification report identifies that The User is out of compliance with the license terms of this Agreement, you will be required to purchase the additional licenses and pay any reinstatement fees associated with the licenses and Support. FC may also charge an out-of-compliance fee.

6. PAYMENTS; TAXES; AUDIT

   1. Each party acknowledges that it may have access to Confidential Information of the other party in connection with this Agreement, and that each party’s Confidential Information is of substantial value to the Disclosing Party, which could be impaired if it were improperly disclosed to third parties or used in violation of this Agreement.

   2. Each Recipient of Confidential Information under this Agreement must:

      1. keep the Disclosing Party’s Confidential Information confidential and protect it at least to the same extent it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information;

      2. not use the Disclosing Party’s Confidential Information in any way for its own account or the account of any third party except to perform its duties, exercise its rights or is otherwise authorized under this Agreement; and

      3. not disclose the Disclosing Party’s Confidential Information except to perform its duties or exercise its rights under this Agreement or as otherwise authorized under this Agreement, provided that: (i) any disclosure made to the Recipient’s employees, contractors or agents is on a need-to-know basis; and (ii) the Recipient’s employees, contractors or agents in receipt of the Confidential Information are under an obligation of confidentiality no less stringent than that set forth in this section.

   3. Notwithstanding the restrictions in Section 6.2, if the Recipient is required to disclose any of the Disclosing Party’s Confidential Information by law, such as in response to a subpoena or requirement of any regulator, court, arbitral, administrative, or legislative body, the Recipient must:

      1. where reasonably possible and permitted, immediately provide written notice to the Disclosing Party of the required disclosure to give the Disclosing Party an opportunity to move for a protective order or otherwise prevent the disclosure;

      2. disclose only the minimum amount of Confidential Information required to satisfy the legal obligation; and

      3. assert and take proper steps with the body requiring disclosure to maintain the confidentiality of the Confidential Information to be disclosed.

   4. The User will immediately, and at least within seventy-two (72) hours, notify FC if Confidential Information of FC is used or disclosed in breach of this Agreement. As monetary damages may not be sufficient relief if anyone violates or threaten to violate the terms of this section, FC is immediately entitled to enforce its rights by specific performance or injunction proceedings, in addition to any other rights or remedies it may have.

   5. Upon the Disclosing Party’s request and upon termination of this Agreement (unless agreed otherwise by the parties at the time), each party will return, destroy or delete permanently (at the Disclosing Party’s election) the other party’s Confidential Information.

   6. On termination of this Agreement, the Recipient must continue to keep the Disclosing Party’s Confidential Information confidential for five (5) years in accordance with this section.

7. INTELLECTUAL PROPERTY RIGHTS

   1. The Software, including its object code and source code, whether or not provided to The User, is Confidential Information of FC. FC (or its licensors) owns exclusively and reserves all rights, title and interest in and to the FC Products and Documentation, including all Intellectual Property Rights as well as any Derivative Works. The User may not exercise any right, title and interest in and to the FC Products, Documentation or any related Intellectual Property Rights, except for the limited usage rights granted to The User in this Agreement. The User agrees, on behalf of itself and its Affiliates, that The User and its Affiliates will take no action inconsistent with FC’s Intellectual Property Rights.

   2. This Agreement is not an agreement of sale, and does not transfer any title, Intellectual Property Rights or ownership rights to the FC Products or Documentation to The User. The User acknowledges and agrees that the FC Products, Documentation and all ideas, methods, algorithms, formulae, processes and concepts used in developing or incorporated into the FC Products or Documentation, all future Updates and Upgrades, and all other improvements, revisions, corrections, bug-fixes, hot-fixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the FC Products or Documentation, as applicable, all Derivative Works based on any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of FC, having great commercial value to FC.

8. LIMITED WARRANTY AND DISCLAIMER

   1. Limited warranty:

      FC warrants that, for a period of sixty (60) days from the purchase date (Warranty Period), the Software licensed under this Agreement will perform substantially in accordance with the Documentation (Limited Warranty). The User‘s exclusive remedy and FC’s entire obligation and liability for any breach of the Limited Warranty is to repair or replace the Software or refund to The User the price The User paid for the Software if a repair or replacement of the Software would, in FC’s opinion, be unreasonable. The Limited Warranty is conditioned upon The User providing FC prompt written notice of the Software’s failure to perform substantially in accordance with the Documentation.

   2. Exclusion of warranty:

      The Limited Warranty will not apply if:

      1. the Software is not used in accordance with this Agreement or the Documentation;

      2. the Software or any part of the Software has been modified by any entity other than FC; or

      3. a malfunction in the Software has been caused by any equipment or software not supplied by FC.

   3. Disclaimer of warranties:

      EXCEPT FOR THE LIMITED WARRANTY, THE SOFTWARE IS PROVIDED “AS IS”. TO THE EXTENT PERMITTED BY LAW, FC MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SOFTWARE AND SUPPORT, AND FC DISCLAIMS ALL OTHER OBLIGATIONS AND LIABILITIES, OR EXPRESS OR IMPLIED WARRANTIES REGARDING THE SOFTWARE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SYSTEMS INTEGRATION. FC MAKES NO WARRANTY, REPRESENTATION OR GUARANTEE AS TO THE SOFTWARE’S USE OR PERFORMANCE, OR THAT THE OPERATION OF THE SOFTWARE WILL BE FAIL – SAFE, UNINTERRUPTED OR FREE FROM ERRORS OR DEFECTS; OR THAT THE SOFTWARE WILL GUARANTEE A CORRECT AND UPDATED ANALYSIS, OR PROTECT AGAINST ANY FINANCIAL ERROR.

   4. High Risk Systems terms:

      THE SOFTWARE MAY FAIL AND IS NOT DESIGNED, DEVELOPED, TESTED, OR INTENDED TO BE RELIABLE IN THE CONTEXT OF HIGH RISK SYSTEMS. FC HAS NO RESPONSIBILITY FOR, AND The User WILL INDEMNIFY AND HOLD HARMLESS FC FROM, ALL CLAIMS, SUITS, DEMANDS AND PROCEEDINGS ALLEGING, CLAIMING, SEEKING, OR ASSERTING ANY LIABILITY, LOSS, OBLIGATION, RISK, COST, DAMAGE, AWARD, PENALTY, SETTLEMENT, JUDGMENT, FINE OR EXPENSES (INCLUDING ATTORNEY FEES) ARISING FROM OR IN CONNECTION WITH The User‘S USE OF THE SOFTWARE ON OR IN A HIGH RISK SYSTEM, INCLUDING THOSE THAT COULD HAVE BEEN PREVENTED BY DEPLOYMENT OF FAIL – SAFE OR FAULT-TOLERANT FEATURES TO THE HIGH RISK SYSTEM, OR ARE BASED ON A CLAIM, ALLEGATION, OR ASSERTION THAT THE FUNCTIONING OF HIGH RISK SYSTEM DEPENDS OR DEPENDED ON THE FUNCTIONING OF THE SOFTWARE, OR THAT THE FAILURE OF THE SOFTWARE CAUSED A HIGH RISK SYSTEM TO FAIL.

   5. Third parties:

      The FC Products may contain independent third-party products and rely on them to perform certain functionality, including malware definitions or URL filters and algorithms. FC makes no warranty as to the operation of any third-party products or the accuracy of any third-party information.

9. LIMITATION OF LIABILITY

   EACH PARTY’S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY FOR CLAIMS UNDER OR RELATED TO THE SUBJECT-MATTER OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL PAYMENTS PAID OR PAYABLE BY The User TO FC UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE DAMAGES WERE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH CLAIMS ARISE UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, STATUTE OR OTHERWISE. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

10. INDEMNIFICATION

    1. The User indemnification obligations:

       The User will unconditionally indemnify and defend FC, its Affiliates, and their officers, directors, employees, contractors and agents (each a FC Indemnified Party) against any claims, liabilities and expenses (including court costs and reasonable attorney fees) that a FC Indemnified Party incurs as a result of or in connection with:

       1. any third-party claims arising from: (i) The User‘s failure to obtain any consent, authorization or license required for FC’s use of data, software, materials, systems, networks or other technology provided by The User under this Agreement; (ii) The User‘s use of the Software in a manner not expressly permitted by this Agreement; (iii) FC’s compliance with any technology, designs, instructions or requirements provided by The User or a third party on The User‘s behalf; (iv) any claims, costs, damages and liabilities whatsoever asserted by any The User Representative; or (v) any violation by The User of applicable laws; and

       2. any reasonable costs and attorneys’ fees required for FC to respond to a subpoena, court order or other official government inquiry regarding The User‘s use of the Software.

    2. Notwithstanding anything to the contrary in this Agreement, FC will not indemnify or defend The User for claims asserted, in whole or in part, against: (i) technology, designs or requirements that The User gave to FC; (ii) modifications or programming to Software that were made by anyone other than FC; or (iii) the Software’s alleged implementation of some or all of a Standard.

    3. Indemnification procedure:

       The indemnified party (Indemnitee) will:

       1. provide prompt written notice to the indemnifying party (Indemnitor) of the claim (provided that the failure to provide timely notice that prejudices the Indemnitor will relieve the Indemnitor of its obligations under this section to the extent the Indemnitor has been prejudiced and the failure to provide timely notice will relieve the Indemnitor of any obligation to reimburse the Indemnitee for its attorney’s fees incurred prior to notification);

       2. reasonably cooperate in connection with the defense or settlement of the claim; and

       3. give the Indemnitor sole control over the defense and settlement of the claim, provided that any settlement of a claim will not include a specific performance obligation or admission of liability by the Indemnitee.

    4. Personal and exclusive indemnity:

       The foregoing indemnities are personal to the parties and may not be transferred anyone. This section states the parties’ entire indemnification obligations, and The User‘s exclusive remedy claims involving Intellectual Property Rights.

11. ADDITIONAL TERMS

    1. Evaluation Software:

       If FC identifies the Software licensed to The User as “Evaluation” Software, this section and Section 11.3 apply and supersede any conflicting term of this Agreement. The User‘s royalty-free, non-transferable, limited license to use the Evaluation Software, for evaluation purposes only, is limited to thirty (30) days unless agreed otherwise in writing by FC. The Evaluation Software may contain errors or other problems that could cause system or other failures and data loss. The User may use any information about the Evaluation Software gathered from its use solely for evaluation purposes and must not provide that information to any third parties. The restrictions described in Section 2.6 apply. If The User fails to destroy the Evaluation Software after the evaluation period has expired, FC may, at its discretion, invoice The User in an amount equal to the FC book price for the Software and The User must pay such invoice upon receipt.

    2. Beta Software:

       If FC identifies the Software licensed to The User as “Beta” Software, this section, Sections 11.1 (with all references to “Evaluation Software” being replaced with “Beta Software”) and 11.3 apply. FC has no obligation to The User to further develop or publicly release the Beta Software. Support is not available for Beta Software. If requested by FC, The User will provide feedback to FC regarding testing and use of the Beta Software, including error or bug reports. The User grant FC a perpetual, non-exclusive, royalty-free, worldwide license to use, copy, distribute and make Derivative Works and incorporate the feedback into any FC Product, at FC’s sole discretion. Upon receipt of a later unreleased version of the Beta Software or release by FC of a publicly released commercial version of the Beta Software, The User must return, destroy or delete permanently all earlier Beta Software received from FC.

    3. Disclaimer of warranties:

       Evaluation Software and Beta Software are provided to The User solely on an “AS IS” basis. To the extent permitted by law, FC makes no other warranties of any kind, express or implied, with respect to the Evaluation Software and Beta Software, and disclaims all other obligations and liabilities, or express and implied warranties regarding the Evaluation Software and Beta Software, including quality, conformity to any representation or description, performance, merchantability, fitness for a particular purpose, non-infringement; or that the Evaluation Software and Beta Software will be free from errors or defects. The User ASSUMES ALL RISK OF USE OF EVALUATION SOFTWARE AND BETA SOFTWARE. If the laws in The User‘s jurisdiction do not allow the exclusion of express or implied warranties, the disclaimer in this section may not apply and the express or implied warranties will be limited in duration to any minimum period required by applicable law, and the aggregate liability of FC and licensors will be limited to the sum of fifty (50) United States dollars (or the then-current value in the relevant local currency) in total.

    4. “Free” or Open-Source Software:

       The Software may include components (including programs, applications, tools, utilities, libraries, and other programming code) that are made available from third parties under a free or open source software licensing model (XXXXXXXXXXX Code). XXXXX Code components included with the Software are redistributed by FC under the terms of the applicable XXXXXX Code license for such component; The User‘s receipt of XXXXX Code components from FC under this Agreement neither enlarges nor curtails The User‘s rights or obligations defined by the XXXX Code license applicable to the XXXX Code component. Copies of the XXXXX Code licenses for XXXXX Code components included with Software are included with or referenced in the Software’s Documentation.

12. PRIVACY AND COLLECTION OF PERSONAL DATA OR SYSTEM INFORMATION

    1. The Software or Support may employ applications and tools to collect Personal Data, sensitive data or other information about The User and End Users (including End Users’ name, address, e-mail address, payment details, financial data), their computers, files stored on their computers, or their computers’ interactions with other computers (including information regarding network, licenses used, hardware type, model, hard disk size, CPU type, disk type, RAM size, 32 or 64 bit architecture, operating system types, versions, locale, BIOS version, BIOS model, total scanners deployed, database size, system telemetry, device ID, IP address, location, content, FC products installed, processes and services information, frequency and details of update of FC components, information about third party products installed, extracts of logs created by FC, usage patterns of FC products and specific features, etc.) (collectively, Data).

    2. The collection of the Data may be necessary to provide The User and End Users with the relevant Software or Support functionalities as ordered (including detecting and reporting errors and vulnerabilities on The User‘s and End Users’ computer network), to enable FC to improve Software or Support (including content synchronization, device tracking, troubleshooting, etc.), to enable FC to manage licenses to Software or Support, and to further or improve overall security for The User and End Users. The User may be required to uninstall the Software or disable Support to stop further Data collection that supports these functions.

    3. By entering into this Agreement, or using the Software, Support or service subscription, The User and End Users agree to the collection, processing, copying, backup, storage, transfer and use of the Data by FC and its service providers, in, from and to the United States, Europe, or other countries or jurisdictions potentially outside of The User‘s or End Users’ own jurisdiction as part of the Software, Support or service subscription.

    4. The User will secure any and all privacy-related rights and permissions from individual persons as may be required by regulation, statute, or other law or The User‘s internal policies or guidelines in order to disclose The User Personal Data, in order to use the Software, and/or in connection with FC’s performance of Support or otherwise under this Agreement.

13. COMPLIANCE WITH LAWS

    1. Each party will comply with the applicable national, state and local laws with respect to its rights and obligations under this Agreement, including applicable privacy and export control laws and regulations, the U.S. Foreign Corrupt Practices Act, and other applicable anti-corruption laws.

    2. The User will not, directly or indirectly, export, transmit, permit access or use any FC Products or technical data (or any part of FC Products or technical data) or system or service incorporating any FC Products to or in any country to which export, transmission or access is restricted by regulation, statute or other law, without the authorization, if required, of the Bureau of Industry and Security of the U.S. Department of Commerce or any other competent governmental entity that may have jurisdiction over export or transmission. The User will not use, transfer or access any FC Products for end use relating to any nuclear, chemical or biological weapons, or missile technology unless authorized by the U.S. Government by regulation or specific license.

    3. The User acknowledges and agrees that certain FC Products containing encryption may require authorization from the U.S. and other competent authorities including the European Union, prior to export. The User also acknowledges and agrees that certain FC Products containing encryption may be subject to import or use restrictions in other countries.

    4. If FC receives notice that The User is or becomes identified as a sanctioned or restricted party under applicable law, FC will not be obligated to perform any of its obligations under this Agreement if such performance would result in violation of the sanctions or restrictions.

14. GENERAL PROVISIONS:

    1. Relationship:

       The parties are independent contractors under this Agreement and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither party intends this Agreement to benefit, or create any right or cause of action in or on behalf of, any person or entity other than the parties and listed Affiliates. This Agreement is not intended to create a third-party beneficiary of any kind. The User must not represent to any third party that it has any right to bind FC in any manner and The User will not to make any representations or warranties on behalf of FC.

    2. Severability:

       If a court holds that any provision of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable or, if it cannot be made valid and enforceable, the court will sever and delete the provision from this Agreement. The change will affect neither the validity of the amended provision nor the validity of any other provision of this Agreement, which will continue in full force and effect.

    3. No waiver:

       A party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. A waiver of any provision of this Agreement must be in writing, specify the provision to be waived and signed by the party agreeing to the waiver.

    4. Force Majeure:

       Other excusable failures or delays in performance:

       1. Neither party is liable for delays or failures to perform any of its obligations under this Agreement to the extent caused by a Force Majeure Event;

       2. FC’s failures or delays in its performance are excused to the extent they result from: (i) The User‘s acts or omissions, or those of its employees, agents, users, affiliates or contractors; (ii) notwithstanding the generality of Section 14.4(b)(i), The User‘s failure or delay in the performance of a specific task, obligation or responsibility under this Agreement or a Schedule, which task, obligation, or responsibility is a condition or requirement for a FC task, obligation, or responsibility; (iii) reliance on instructions, authorizations, approvals or other information from The User; or (iv) acts or omissions of third parties (unless directed by FC).

    5. Governing law:

       All disputes arising out of or relating to this Agreement or its subject-matter will be governed by the laws of the State of New York, USA. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.

    6. Jurisdiction:

       The following court will have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter: the United States District Court for the Southern District of New York and state courts located in the state of New York.

    7. Entire Agreement, order of precedence and amendments:

       1. This Agreement constitutes the entire understanding between FC and The User relating to its subject-matter and supersede all oral or written proposals, and all communications between the parties relating to its subject-matter. This Agreement, including all document incorporated by reference, as well as the Business Proposal will prevail, notwithstanding any variance with any purchase order or other written instrument submitted by The User, whether or not expressly rejected by FC.

       2. FC reserves the right to amend any terms of this Agreement at any time. Any amendment will be effective on the posting of an updated version at www.firstcreddot.com/eula.

    8. Notices:

       Any notice given under or in relation to this Agreement must be in writing, signed by or on behalf of the party giving it, and addressed to the relevant FC entity at the corresponding address, or to The User, at the contact information The User provided when purchasing or registering for the FC Products. Notices will be considered delivered when received if delivered by hand with receipt; the next Business Day after sending it by pre-paid, nationally-recognized, overnight air courier with tracking capabilities; or five (5) Business Days after being sent by registered or certified airmail, return receipt required, postage prepaid, to the address mentioned above.

    9. Additional documents and references:

       References to hyperlinked terms in this Agreement are references to the terms or content linked to the hyperlink (or the replacement hyperlink as FC may identify from time to time) as amended from time to time. The User acknowledges that the terms or content in the hyperlink are incorporated in this Agreement by reference and that it is The User‘s responsibility to review the terms or content in the hyperlinks referenced in this Agreement.

    10. Assignment:

        The User may not sublicense, assign or transfer its rights under this Agreement without FC’s prior written consent. Any attempt by The User to sublicense, assign or transfer any of its rights, duties or obligations under this Agreement, whether directly, or indirectly by merger, acquisition or change of control, will be null and void.

    11. Notice to U.S. Government End Users:

        The Software and according Documentation are considered “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and according Documentation by the United States Government will be governed solely by this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.

    12. Survival:

        Survival: The following sections, together with any other terms necessary for the interpretation or enforcement of this Agreement, will survive termination of this Agreement: 6 (Confidentiality), 7 (Intellectual Property Rights), 8 (Limited warranty and disclaimer), 9 (Limitation of liability), 10 (Indemnification), 11.3 (Disclaimer of warranties regarding Evaluation Software and Beta Software), 12 (Privacy and collection of Personal Data or system information), 14.5 (Governing law), 14.6 (Jurisdiction), 15 (Definitions and interpretation) and this Section 14.12 (Survival).

15. DEFINITIONS AND INTERPRETATION:

    1. In this Agreement:

       1. Authorized Partner means any of FC’s Distributors, Resellers or other business partners.

       2. Affiliates, with respect to The User, means any entity that, directly or indirectly, controls, is controlled by, or is under direct or indirect common control with such entity or one or more of the other Affiliates of that entity (or a combination thereof). For the purpose of this definition, an entity controls another entity if and as long as the first entity: (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the other entity; (ii) can elect a majority of the directors of the other entity; or (iii) provides day to day management of such entity under contract or as managing general partner. Affiliate, with respect to FC, means any direct or indirect subsidiary of FC, Inc.

       3. Business Day means any day other than a Saturday, Sunday, statutory or public holiday in the place where the FC Products are provided.

       4. Business Proposal means any written (electronic or otherwise) confirmation notice that FC issues to The User confirming the FC Products purchased and applicable Product Entitlement. The Business Proposal identifies the SKU number, quantity, Subscription Period or Support Period, and other access and use details.

       5. Cloud Services means the cloud services that FC provides to The User as specified in the Business Proposal.

       6. Confidential Information means any information (regardless of the form of disclosure or the medium used to store or represent it of a party (Disclosing Party), including trade secrets and technical, financial or business information, data, ideas, concepts or know-how, that: (i) is designated as “confidential” or by similar words by the Disclosing Party at the time of disclosure and, if oral or visual, is confirmed as confidential by the Disclosing Party in writing within fifteen (15) days of disclosure; or (ii) the receiving party (Recipient) should reasonably have considered to be confidential under the circumstances surrounding disclosure. However, Confidential Information does not include any information that: (iii) written records demonstrate was lawfully acquired by or previously known to the Recipient independent of the Disclosing Party; (iv) is received from a third party without restrictions on its use or disclosure and not by inadvertence or mistake; (v) is or has become disseminated to the public through no fault of the Recipient and without violation of the terms of this Agreement or other obligation to maintain confidentiality; or (vi) is created independently by the Recipient without breach of this Agreement, including any obligation of confidentiality owed to the Disclosing Party.

       7. Consequential Damages means indirect, special, incidental, punitive, exemplary, consequential or extra-contractual damages of any kind, including third-party claims, loss of profits, loss of goodwill, loss of personnel salaries, computer or system failure or malfunction, costs of obtaining substitute cloud services, work stoppage, denial of access or downtime, system or service disruption or interruption, or any lost, damaged, or stolen data, information or systems as well as the costs of restoring any lost, damaged, or stolen data, information or systems.

       8. Distributor means any independent entity authorized by FC distribute FC Products to Resellers or End Users.

       9. Derivative Work means a work that is based on one or more preexisting works (such as a revision, translation, dramatization, motion picture version, abridgment, condensation, enhancement, modification, or any other form in which preexisting work may be recast, transformed or adapted) which, if created without the authorization of the copyright owner of the preexisting work, would constitute copyright infringement.

       10. Documentation means any explanatory materials, such as user manuals, training materials, product descriptions, regarding the implementation and use of FC Products that is provided by FC with the FC Products. Documentation is provided in printed, electronic or online form.

       11. End User means the individual or entity that is licensed or authorized to use the Software under this Agreement.

       12. FC means First Creddot Business Analytics Inc., with office located at 19 W 34TH STREET SUITE 1018, New York, NY, USA

       13. Force Majeure Event means any event beyond a party’s reasonable control that, by its nature, could not have been foreseen or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), acts of God, war, riot, embargoes, acts of civil or military authorities, acts of terrorism or sabotage, shortage of supply or delay in delivery by FC’s vendors, fire, flood, earthquake, accident, radiation, inability to secure transportation, failure of communications or energy sources, malicious damage, breakdown of plant or machinery, or default of suppliers or sub-contractors.

       14. High Risk System means a device or system that requires extra safety functionalities such as fail-safe or fault – tolerant performance features to maintain a safe state where it is reasonably foreseeable that failure of the device or system could lead directly to death, personal injury or catastrophic property damage. A device or system with a fail-safe feature in the event of failure may revert to a safe condition rather than break down, may include a secondary system that comes into operation to prevent a malfunction, or may operate as a backup in the event of a malfunction. A device or system with a fault-tolerant feature in the event of failure may continue its intended operation, possibly at a reduced level, rather than failing completely. Without limitation, High Risk Systems may be required in critical banking facilities, insurance business, stock market business.

       15. Intellectual Property Rights means all intellectual property or other proprietary rights throughout the world, whether existing under statute, at common law or in equity, now existing or created in the future, including: (i) copyright, trademark and patent rights, trade secrets, moral rights, right of publicity, authors’ rights; (ii) any application or right to apply for any of the rights referred to in paragraph (i); and (iii) all renewals, extensions, continuations, divisions, restorations or reissues of the rights, or applications referred to in paragraphs (i) and (ii).

       16. FC Products means any of FC’s Software or Support.

       17. Open Source Software means any royalty-free software that requires, as a condition of use, modification or distribution of the software or any other software incorporated into, derived from or distributed with the software (Derivative Software), any of the following: (i) The source code of the software or any Derivative Software must be released or otherwise made available to third parties; (ii) Permission for creating derivative works of the software or any Derivative Software must be granted to third parties; and (iii) Changes made to the software must be documented and disclosed when the software or any Derivative Software is being distributed. Open Source Software includes any software that is subject to: the GNU General Public License, GNU Library General Public License, Artistic License, BSD license, Mozilla Public License, Affero GNU General Public Licenses, or any license listed on www.opensource.org/licenses.

       18. Personal Data or Personal Information means any information relating to an identified or identifiable individual or is otherwise defined as ‘Personal Data’ under the General Data Protection Regulation or other applicable data protection laws to the extent that the definition of ‘Personal Data’ under the applicable data protection laws is broader than the preceding definitions.

       19. Product Entitlement means the license or subscription types set forth in the Business Proposal.

       20. Representatives means a party’s Affiliates, permitted resellers, subcontractors, or authorized agents.

       21. Reseller means a The User that has been authorized by FC and has agreed to market and resell FC Products.

       22. Software means any software program owned or licensed by FC, as the context require, in object code format licensed from FC and purchased from FC or its Authorized Partners, in each case including Upgrades and Updates that the End User installs during the applicable Support Period. Software may also include additional features or functionality that can be accessed with either a subscription or Support agreement to certain Cloud Services as required by the specific offering and subject to the Cloud Services availability.

       23. Support or Technical Support means the services that FC (or an Authorized Partner) provides for the support and maintenance of the FC Products, as specified in the Technical Support Conditions.

       24. Support Period means the period for which the End User is entitled to Support, as specified in the Business Proposal.

       25. Technical Support Conditions means the FC Technical Support that detail Support, available at http://XXXXXXXXXX, as amended or updated from time to time.

       26. Updates means any updates to the content of the Software or Cloud Services, if available, and includes signature sets, policy updates, database updates for the Software or Cloud Services, and updates to the related Documentation that are made generally available to End Users after the date of purchase of the Software or of subscription of the Cloud Services as a part of purchased Support. Updates are not separately priced or marketed by FC.

    2. In this Agreement, unless a contrary intention appears:

       1. a reference to a party includes its executors, administrators, successors and permitted assigns;

       2. headings are for ease of reference only and do not affect the interpretation or meaning of this Agreement;

       3. the singular includes the plural and vice versa and words importing a gender include other genders;

       4. other grammatical forms or parts of speech of defined words or phrases have corresponding meanings;

       5. a reference to a clause, paragraph, exhibit, schedule or other annexure is a reference to a clause or paragraph of or exhibit, schedule or annexure e to this Agreement;

       6. the words “include”, “including”, “such as” and similar expressions are not used as, nor are intended to be, interpreted as words of limitation; and

       7. the meaning of this Agreement will be interpreted based on its entirety and not just on isolated parts.