Credora - Terms of Service

1. Introduction

The following Terms of Service (“Terms of Service”) sets forth the terms and conditions governing the use of the Services by end user clients or visitors (“User”, “you” or “your”) and constitutes a legally binding agreement between you and X-Margin Inc., a Delaware corporation d/b/a Credora and its subsidiaries and affiliates (collectively, “Credora”, “we”, “us” or “our”). This Terms of Service also applies to the purchase and sale of products and services by Users through the Services and to any supplement, addendum, amendment or annex to this Terms of Service. Any supplement, addendum, amendment or annex shall be incorporated into this Terms of Service by reference upon your acceptance of the terms of such supplement, addendum, amendment or annex.

The services described herein (“Credora Services” or “Services”) are made available to you by Credora and its subsidiaries and affiliates, including through Credora’s website located at https://credora.io(the “Website” or “Platform”). Credora application(s), application program interface(s) and other mediums, all together or each separately are referred to as the “Software” and are included in the definition of Services. The Services also include related documentation, manuals and training materials.

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS. READ THIS TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING THE SERVICES IN ANY MANNER YOU AGREE, REPRESENT, WARRANT AND CONFIRM THAT:

• you have read, understood, and agreed to be legally bound by this Terms of Use;
• you assume all the obligations set forth herein;
• you are at least eighteen (18) years old or of sufficient legal age and capacity to use the Services in your jurisdiction (if different than 18);
• you are not under the control of a jurisdiction that explicitly prohibits the use of similar software or services;
• you use the Services at your discretion and under your sole responsibility.

If you are creating an Account (as defined below) on behalf of a company, you agree, represent, warrant and confirm that:

• you have been duly authorized and have the necessary consents, rights, power and authority to bind such entity and its affiliates to this Terms of Service and any supplement, addendum, amendment, or annex thereto and create the Account and transmit or receive information through the Software;
• your execution, delivery and performance under this Terms of Service, supplement, addendum, amendment or annex hereto and our provision of the Services on your behalf do not and will not:
  • conflict with, violate or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any material contract, indenture, agreement, mortgage, deed of trust, or other instrument to which you are a party or by which you or any of your property is bound;
  • violate your charter or bylaws or any other equivalent organizational document;
  • require any consent of approval under any judgment, order, memorandum of understanding, writ, decree, permit or license to which you are a party or by which it or its assets are bound (including any agreement with a managed account); or
  • require the consent or approval of any other party to any material contract, instrument, or commitment to which you are a party or by which it is bound.
• your use of the Services complies with, and will at all times remain in compliance with
  • all applicable laws, rules or regulations; and
  • this Terms of Service and any other agreement between you and us, as may be amended or supplemented from time to time.

To access and use the Services you must register for and maintain an active Account (“Account”). By accessing the Website or using the Services, including by requesting to register for an Account, you agree to be bound by this Terms of Service and our Privacy Policy, which is incorporated by reference into this Terms of Service. If you do not wish to be bound by this Terms of Service or our Privacy Policy, do not use this Website, and you shall not access or use the Services.

If you are entering into this Terms of Service on behalf of a company, the terms “User”, “you” and “your” shall refer to such entity and its subsidiaries and affiliates. If you do not have such authority you must not accept this Terms of Service and may not use the Services.

You agree and understand that we may change this Terms of Service from time to time at our sole discretion. Your continued participation in the Services following any change or update shall constitute your agreement to the amended Terms of Service, and you agree to be legally bound by its terms and conditions as amended. You should, therefore, read this Terms of Service from time to time. You further agree and understand that we have the right to require your affirmative assent and continuing acceptance of this Terms of Service, from time to time, as a condition of your use of the Services. If you do not agree to be bound by this Terms of Service or any changes or updates thereto, you cannot access or use the Services.

2. Accounts

To access and use the Services, you must register for an Account.

By creating (or requesting to create) an Account, you agree that you may receive communications from Credora such as notices, newsletters, special offers, account reminders, and updates. You grant your explicit consent to Credora’s use of your mobile phone number, email, and address for the purpose of provision of any information and sending of any messages and notifications in regard to our contractual relations, including for marketing purposes. With respect to marketing-based communications, you understand that you can remove yourself from these communications by clicking the “Unsubscribe” link in the footer of the actual emails. You may not opt to remove yourself or unsubscribe from important communications related to your Account.

As part of the registration process, you may be required to provide us with certain information, including ‘Know-Your-Customer’ information (“User Information”). The information we request may include certain corporate, organizational, or personal information, including, but not limited to:

For Individuals

Your name, address, telephone number, e-mail address, date of birth, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) or another payment method. You may also be required to provide proof of identification and proof of address.

For Corporate Entities

Company name, entity type, address, telephone number, e-mail address, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) or another payment method. We may also request certain limited information about your authorized persons, directors, beneficial owners and authorized signatories.

For more information about the information that we collect, please see our Privacy Policy. You agree that you will provide accurate, current, and complete information about yourself and promptly update all information in your Account to ensure that your Account is accurate, current, and complete. You may update or change your Account settings at any time.

At Credora’s request, you agree to provide Credora with a complete list of your authorized users, directors, and select beneficial owners and their countries of domicile. You acknowledge that, at Credora’s discretion, Credora may deny access to the Services to any of your authorized users, at any time and for any reason in Credora’s sole discretion.

2.1 Account Confidentiality

Any username, password, or any other piece of information chosen by you or provided to you as part of our security procedures must be treated as confidential and you must not disclose it to any other person or entity, except for your authorized users. You are responsible for safeguarding such information and must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that, should you be provided an Account, your  Account is only for you and your authorized users and you agree not to provide any other person with access to the Services or use of your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security related to your Account. You also agree to ensure that you logout from your Account at the end of each session. You are responsible for any password misuse or any unauthorized access of your Account.

You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the unauthorized use of your Account arising from a failure on your part to maintain the confidentiality and security of your password.

For purposes of this subsection 2.1, “you” includes your authorized users.

2.2 Account Termination; Term and Cancellation

You have the right to close your Account at any time. However, if you elect to share any Credit Metrics or Reports with a Distribution Partner, you may not close your Account if you have an active debt issuance or pool with the Distribution Partner or a related third party, and Credora will continue to publish Reports and Credit Metrics until all debt related to such issuance or pool is repaid. The term of your subscription and the license granted hereunder will remain in effect until terminated by either you or Credora.

We may terminate your use of the Services and/or access to the Software, Content, APIs, features, functionality, products and services made available in connection therewith, at any time and for any reason, with or without cause, upon four calendar days’ notice to you and without any liability or further obligation of any kind whatsoever to you or any other party. In the event that you are in breach of this Terms of Service, then no notice period shall be required. You acknowledge and agree that if we disable access to your Account, you will be prevented from accessing the Services.

If Credora detects unauthorized or suspicious actions with your Account, Credora may temporarily block your Account until all the circumstances have been clarified. An Account can also be terminated if you do not provide the required clarifications within the time requested.

Termination of an Account and of this Terms of Service shall not relieve any User of liability for any act, omission, occurrence or liability occurring before the expiration or termination of this Terms of Service. To the extent possible, all relevant terms shall survive expiration or termination of this Terms of Service for any reason.

3. The Services; Use of the Services

Credora operates a technology platform that facilitates credit assessments and monitors real-time credit risk using privacy preserving technology. For Credora to completely perform the Services, you must submit all required (i) User Information; (ii) financial information (“Financial Data”), and (iii) real-time account connectivity necessary for Credora to perform risk monitoring Services (“Risk Monitoring”). Once your submission is complete, as determined by us, we will provide institutional grade credit assessments in the form of published outputs (“Credit Metrics”) and reports (“Reports”) which may contain the Credit Metrics, User Information, Financial Data, and Risk Monitoring information. User Information, Financial Data, Risk Monitoring, Credit Metrics, and Reports may be collectively referred to herein as “User Data”.

You may view additional details regarding credit assessment methodologies and Credit Metrics here.

3.1 Submission of User Data

As part of the Services, you may use Credora’s application programming interfaces and related specification documents (“Credora API”) to provide Credora with User Data and information which may impact the calculation of the Assessment Outputs. The Services may also include a web-based, mobile, or desktop graphical user interface (“Credora GUI”).

When inputting User Data for any Services, you agree to provide true, accurate, complete, and current information and User Data requested by Credora, and to continually update such information. You shall also disclose and input any Financial Information or other related information that impacts your Credit Metrics for the relevant accounts and that the Credora Software might not be able to automatically detect, read or process from your exchange accounts, wallets, or other sources.

You understand and agree that Credora is entitled to rely upon any such User Data, information, or instructions as provided by you.

 3.2 Transmitting User Data

Users are capable of transmitting certain User Data to other Users. Where you elect to share any of your User Data, you will be considered a “Sending User.” The recipient of your User Data is the “Receiving User.”

• If you are a Sending User, you understand and agree that the Receiving User of your User Data is entitled to rely upon any such data, information, or instructions as provided by you.
• If you are a Receiving User, you acknowledge and agree that you are reliant solely on the Sending User and not Credora regarding the accuracy, completeness and timeliness of any User Data and any information or instructions provided to you by a Sending User.
• All Users, including the Receiving User, shall be bound by the confidentiality and non-disclosure provisions set forth in this Terms of Service. Users may also enter into confidentiality and non-disclosure agreements with other Users, provided the protective measures and obligations contained within these agreements are no less stringent than those set forth herein.

If any error results from data supplied by you, you shall be responsible for discovering and reporting such error to Credora and any Receiving User, if applicable, and supplying the data necessary to correct such error. You are solely responsible for and you agree to defend, indemnify, and hold harmless the Receiving User and Credora for any losses that may result from any errors, inaccuracies or omissions in data supplied by you. If you omitted any of the aforementioned requested information or if any information that you provide is untrue, inaccurate, incomplete, or not current, or if Credora has reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current, Credora, at its sole discretion, has the right to suspend or terminate your Account, or order of, use of, and/or access to, the Services, and refuse all current or future orders of, use of, and/or access to, any Services or suspend or terminate any portion thereof. Credora will not be responsible or liable for any losses that may result from any errors, inaccuracies or omissions in data supplied by a Sending User.

In certain cases, the information provided by or on your behalf (including as a Sending User) may entail making legal determinations or otherwise interpreting contracts to which you are a party or the rules of exchanges on which you trade. You shall be responsible for the making of all such legal determinations, interpreting contracts and the rules of exchanges or other platforms on which you trade. None of the Services or any other content made available by Credora constitutes the provision of legal or investment advice by Credora to you. You are solely responsible for and you agree to defend, indemnify, and hold harmless the Receiving User and Credora for any losses that may result from any incorrect legal determinations or contract interpretation made by you or on your behalf.

3.2 Distribution of User Data and Reports

You control the distribution of your User Data and Reports and may elect to share your User Data or Reports with specific Receiving Users or Distribution Partners (defined below). You may share your User Data with a Receiving User by applying configurations on the Credora GUI (or Platform). Additionally, you may share Reports with a Receiving User by sharing a link to the relevant Report, and as required by the settings you configure per report, whitelist specific email addresses. 

Reports come in two varieties: “Summary” and “Detailed” Reports. Summary Reports are short form Reports designed to provide any overview of the Credit Metrics and various Real-Time Monitoring and other relevant User Data. Detailed Reports include granular details regarding the Credit Metrics, Real-Time Monitoring data, and other relevant information submitted by a User, along with an Executive Summary and related exhibits.

Summary and Detailed Reports may be made “Public” or “Private.” Where the Sending User elects to make Reports Public and list the Reports via a Distribution Partner, the Reports will be accessible by any Receiving User via the Distribution Partner or elsewhere. However, where the Sending User elects to make Reports Private and list the Reports via a Distribution Partner, access to the Report will require the whitelisting of a specific email address.

Credora will not disseminate, publish, or otherwise publicly release your User Data or Reports without your express consent, except as permitted by this Terms of Service. By voluntarily distributing User Data or Reports via the Credora Platform as the Sending User, you understand and agree that you are releasing your User Data or Reports to the Receiving User or Distribution Partner subject to this Terms of Service or any agreed upon terms and conditions between you and the Receiving User. By voluntarily disclosing your information to a Receiving User, you hereby release and hold Credora harmless from any and all claims derived from any such release of information.

You may provide your User Data or Reports to the Receiving Users of your choice. To that end, you understand and agree that Credora is not a party to any contract between you and any Receiving User. Furthermore, you understand and agree that Credora makes no representations, express or implied, regarding your ability to obtain or enter into any specific financial transactions, or your ability to enter into financial transactions upon any specific terms. Moreover, you expressly understand and agree that Credora shall not be responsible or liable to you or any Receiving User as a result of any changes to your Credit Metrics, Reports, or Risk Monitoring, or other relevant information which may cause you to incur any reputational or economic damages.

3.3 Distribution Partners

Users may grant permission to third party partners (“Distribution Partners”) to distribute Reports Publicly and in certain instances, doing so is providing permission for the Distribution Partner to display the relevant data externally. If you elect to make your Reports Public through a Distribution Partner, the Reports will be accessible by any Receiving User via the Distribution Partner. The availability of Reports shared via Distribution Partners will continue to be governed by settings configured by the User. By voluntarily distributing Credit Metrics or Reports via a Distribution Partner, you understand and agree that you are releasing your Credit Metrics and Reports, and other related data to the Distribution Partner and any Receiving Users. By voluntarily disclosing your information to a Distribution Partner, you hereby release and hold Credora harmless from any and all claims derived from any such release of information.

Distribution Partners may wish to obtain Credora’s Services for their own product offerings or refer prospective customers to one another. For Distribution Partner pricing, contact our team.

3.4 Pricing; Payment

After successful registration, any Service that carries a fee (collectively, “Fee”) will be explicitly stated when logged in to your Account. Applicable Fees may be paid by the User, the Receiving User, or a Distribution Partner according to the type of Report or distribution method chosen by the User.

Fees payable by you to Credora in respect of the Services will be as agreed from time to time by you and Credora. If we change our prices, such changes will only apply to transactions made after the date the increase comes into effect. By continuing to access the Services following such change, you acknowledge and agree to such updated fees. To the extent any prices are displayed on the Website or through the Software, such prices may not include applicable discounts or taxes relevant to you. Additional charges or taxes may be applied by your payment service provider, issuer bank, or other intermediaries that are beyond our control.

Credora will indicate on the Website or through the Software which payment methods it accepts. However, Credora does not guarantee the availability of any payment method at any moment. Credora may add, remove or suspend any payment method temporarily or permanently in its own discretion. Any payments you make for the Services may be subjected to sales tax (or depending on your jurisdiction, value-added tax) under applicable law and/or the law of your jurisdiction. Due to the nature of the Services as a digital product, unless otherwise required by law, we have no obligation to provide a refund or a credit.

3.5 Use of Services By You

Your use of the Services is subject to all applicable local, provincial, and federal laws and regulations. You agree to comply with all local laws including, without limitation, those covering securities, commodities, lending, anti-money laundering, the internet, data, email, export, or privacy. You agree to comply with all applicable laws regarding the transmission of technical data exported from the country in which you reside. Notwithstanding the above, we reserve the right to limit the availability of the Services or the provision of any Services to any person, geographic area, or jurisdiction, at any time and in our sole discretion. You acknowledge and agree that you will not have any right to obtain access to the underlying information supporting our calculations, or complete access to the methodologies for certain Risk Metric calculations, but only provide input thereto and receive the output thereof through usage of the Services.

Unless you have been specifically permitted to do so in a separate agreement with us, you agree that you will not reproduce, duplicate, copy, sell, trade, or resell the Services or any of its Contents (defined below in Section 5) or any of our products and services for any purpose.

You agree that you will not use the Services to:

• violate, or assist in the violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where Credora conducts business or in your jurisdiction;
• engage in any transaction involving proceeds of any unlawful activity; or to publish, distribute or disseminate any unlawful material or information;
• access content and data that is not intended for you;
• restrict, disrupt, or disable service to Users, hosts, servers or networks or otherwise attempt to interfere with the proper working of the Services;
• promote or engage in internet abuse, including unsolicited advertising and spam;
• promote, upload, post, or otherwise make available any material that is abusive, harassing, obscene, vulgar, hateful, sexually explicit, invasive of another’s privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status or any other legally protected class;
• upload, post, or otherwise make available any material that contains viruses, worms, malware, or other malicious software;
• engage in transactions involving, upload, post, or otherwise make available any material that you do not have a right to make available or that infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any person entity, without the appropriate authorization from the rights holder. You shall be solely liable for any damage resulting from any infringement of the intellectual property of any third-party;
• create a false or fictional profile or attempt to cloak or conceal your identity or when requesting authorization to use the Services;
• engage in any activity that interferes with or disrupts the use of the Services, including but not limited to hacking or bypassing any measures we may use to prevent unauthorized access to the Services;
• use the Services to operate in or as a time-sharing, outsourcing, or service bureau environment, or as an application service provider, or in any way allow others to use the Services for the benefit of any third party;
• engage in any activity that attempts to reverse engineer, disassemble, decompile, hack or extract any proprietary software used to maintain the Services;
• track, trace, or harvest any information on the Services or any other person who visits the Services; or
• sell, distribute, copy, sub-license, loan, transfer, duplicate, reproduce, trade, resell, or otherwise monetize the Services without our consent.

YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND THAT WE HAVE NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY FOR) ANY BREACH OF YOUR OBLIGATIONS UNDER THIS TERMS OF SERVICE AND FOR THE CONSEQUENCES (INCLUDING ANY LOSS OR DAMAGE WHICH WE MAY SUFFER) OF ANY SUCH BREACH.

4. Provision of the Services

For Services for which there is a Fee, you agree that your order for such offerings is an offer to buy, under this Terms of Service, all Service offerings listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you an order confirmation email or other messages.

After successful registration and for any paid Services, upon accepting your order and subject to and conditioned on your compliance with all terms and conditions set forth in this Terms of Service, Credora grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Services and only as permitted by this Terms of Service.

You acknowledge and agree that the form and nature of the Services (or any features within the Services) may change from time to time without prior notice to you.

You acknowledge and agree that we may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or Users generally, at our sole discretion, upon five days’ prior notice, unless you have breached this Terms of Service, in which case no notice shall be required. You may stop using the Services at any time in accordance with the terms of this Terms of Service.

You acknowledge that the Credora API is an integral part of the Services and is subject to all the provisions of this Terms of Service, including the liability for illegal use of the Services. Please be informed that access to documented features of the Credora API become available after registering your Account. You agree to use the Credora API solely for viewing and sharing Risk Metrics with yourself, your authorized users, or with Receiving Users approved by you. You agree that you shall not

• disclose or provide the Credora APIs and the information transmitted from them to any person or entity other than to your employees (or if you are an entity that has retained independent contractors, you may disclose the Credora APIs to them provided (a) such independent contractors enter into an agreement with you at least as protective of Credora’s rights as this Terms of Service, and (b) you hereby agree to be responsible for, and liable to Credora for any breaches of such agreements by your independent contractors);
• use the Credora APIs for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Terms of Service or breach any laws or regulations, or violate the rights of Sending Users or third parties. Your Credora API key may be revoked at any time by us and without notice if you are in breach of this Terms of Service.

Furthermore, in order for Risk Metrics to be calculated, you agree to provide Credora, through the Software, API access. You understand and agree that the calculations are made in a privacy-preserving system wherein Credora does not view the raw data accessible via API.

4.1 Data Not Guaranteed

You understand that Risk Metric calculations are dependent on information (e.g. asset prices, account balances, etc.) from external third parties (“Disseminating Party”), including but not limited to digital asset exchanges (“External Data”). You understand that Credora does not and cannot guarantee the timeliness, sequence, accuracy, completeness, reliability, or content of External Data or other market information or messages disseminated to or by any Disseminating Party. You understand that Credora does not warrant that the service provided by any such Disseminating Party will be uninterrupted or error-free. NEITHER CREDORA, ANY OF ITS AFFILIATES, THEIR RESPECTIVE OFFICERS OR EMPLOYEES, SHALL BE LIABLE IN ANY WAY FOR (A) ANY INACCURACY, ERROR OR DELAY IN, OR OMISSION OF, (I) ANY EXTERNAL DATA, INFORMATION OR MESSAGE, OR (II) THE TRANSMISSION OR DELIVERY OF ANY SUCH DATA, INFORMATION OR MESSAGE; OR (B) ANY LOSS (AS DEFINED IN THIS Terms of Service) OR DAMAGE ARISING FROM OR OCCASIONED BY (I) ANY SUCH INACCURACY, ERROR, DELAY OR OMISSION, (II) NON-PERFORMANCE OR (III) INTERRUPTION IN ANY SUCH EXTERNAL DATA, INFORMATION, OR MESSAGE, WHETHER DUE TO ANY ACT OR OMISSION BY CREDORA, ANY OF ITS AFFILIATES, THEIR RESPECTIVE OFFICERS OR EMPLOYEES, OR ANY DISSEMINATING PARTY, OR TO ANY “FORCE MAJEURE” (E.G., FLOOD, EXTRAORDINARY WEATHER CONDITIONS, EARTHQUAKE OR OTHER ACT OF GOD, FIRE, WAR, INSURRECTION, RIOT, LABOR DISPUTE, ACCIDENT, ACTION OF GOVERNMENT, OR COMMUNICATIONS OR POWER FAILURE, EQUIPMENT OR SOFTWARE MALFUNCTION) OR ANY OTHER CAUSE BEYOND THE REASONABLE CONTROL OF CREDORA, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS AND EMPLOYEES, OR ANY DISSEMINATING PARTY.

4.2 Non-Disclosure

As a continuous requirement to your creation and maintenance of an Account and use of the Services, you understand and agree that you and Credora shall each keep all information confidential as set forth in the Mutual Non-Disclosure Agreement set forth in Appendix 1. For the avoidance of doubt, upon your creation of an Account or use of the Services, the Mutual Non-Disclosure Agreement between you and Credora shall be in effect.

The Non-Disclosure Agreement shall apply to Credora and all Users, whether a Sending or Receiving User, consistent with the Terms of Service and subject to any ancillary agreements between a Sending User and Receiving User.

If you are a Receiving User of any User Data pertaining to another Credora User, all information transmitted from the Sending User related to the Credora User shall be deemed confidential under this Section 4.2.

Notwithstanding the foregoing, and as set forth in Section 3.4, Users may use a Distribution Partner to distribute Credit Metrics and Reports Publicly, which may include displaying relevant data on their platforms. If you Publicly distribute Reports through a Distribution Partner, the Reports will be accessible by any Receiving User via the Distribution Partner, subject to your settings. Therefore, you understand and agree that by sharing your Credit Metrics and Reports Publicly via a Distribution Partner, you are voluntarily disclosing any such data, and neither Credora nor the Distribution Partner shall be liable for the disclosure of the same.

5. Client Data; Intellectual Property Rights; Third-Party Information

5.1 Ownership of Client Data

As between Credora and a User, User exclusively owns all rights, title, and interest in and to all User Data submitted by or for User. Credora does not acquire any rights, title, or ownership interest of any kind whatsoever, express or implied, in any of the User Data, other than those specified herein and in the Privacy Policy. However, the Reports and Credit Metrics, or any similar Services provided by Credora, which are outputs of such inputted information, are the property of Credora. Credora grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to view and share the Reports and Credit Metrics, subject to the provisions of this Terms of Service.

Furthermore, User acknowledges and agrees that Credora may, in its sole discretion, retain certain User Data, including:

• subject to applicable law, information about Client’s identity and payment or other information obtained in connection with Client’s registration for an Account and/or the provision of any Services.
• a history of transactions between you and another Credora client inputted into the Software, whether manually or via API.
• Aggregated Data calculated based on the information you input through the Software.

5.2 Aggregated Data

You acknowledge and agree that as owner of the User Data, Credora may create aggregated and de-identified Credit Metrics (“Aggregated Data”) and to use Aggregated Data, and all modifications thereto and derivatives thereof, for any purpose, including, without limitation, to improve the Services, conduct research, advertising calculation volume or other statistical information for various marketing materials and publications, develop new products and services, understand usage, and for predictive analytics and insights. Credora shall own all Aggregated Data and may transfer or assign any of its rights in the Aggregated Data to any third party. Credora may resell, distribute, market or license any or all Aggregate Data and shall have the right to obtain additional Fees from such usage and retain all compensation related thereto; provided that, Credora shall not identify you or any of your authorized users in connection therewith, except: (a) as required pursuant to applicable law; (b) for dispute resolution purposes with you or any other person; or (c) to legal or accounting advisors on a confidential basis.

5.3 Ownership of Intellectual Property Rights

The contents of the Services include, without limitation, the Software, all information, data, products, materials, services, applications and tools, APIs, documentation, manuals and training materials, design elements, text, images, photographs, illustrations, audio and video contents, artwork and graphics contained therein or otherwise made available to you in connection therewith (collectively the “Contents”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term Services includes all of the Contents.

Credora and its successors, assigns, licensors, partners, and/or suppliers own all rights, title and interest in the Services together with all Intellectual Property of and displayed, distributed, or otherwise made available via the Services. Third party marks and logos belong to their respective owners and not to Credora. Except as set forth herein, nothing in this Terms of Service gives you a right to use any of the Contents or Credora Intellectual Property. You may not assign or transfer any of the Contents and you may not grant a license to use or access the Services to any party.

Except as explicitly stated herein, no information or statement contained in this Terms of Service or the Services shall be construed as conferring, directly or by implication, estoppel or otherwise, any license or right under any patent, copyright, trademark, or other Intellectual Property rights of Credora or any third party. We reserve all rights that are not expressly granted. You shall not alter, delete, or conceal any copyright or other notices contained on the Services, including notices on any of the Contents that you are permitted to download, transmit, display, print, or reproduce from the Services.

Any unauthorized or prohibited use of any Contents may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws. You further agree that any derivative works, improvements, inventions or works developed by you based upon or relating to the Services that involve a breach of this Terms of Service shall be owned by Credora, and you hereby assign and agree to assign to Credora such derivative works, improvements, inventions or works. All software used on the Website or otherwise under the Services is the property of Credora or its software suppliers and is protected by United States and international copyright laws. Reproduction, preparation of derivative works, and distribution of copies of such content, in whole or in part, is prohibited without prior consent.

The limited rights granted to you under this Terms of Service may be revoked by us at any time for any reason whatsoever.

You agree to use commercially reasonable efforts to safeguard the Services, and any Intellectual Property rights in it, (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any Intellectual Property rights in the Services and will fully cooperate with us in any legal action taken by us to enforce our Intellectual Property rights. “Intellectual Property” means all intellectual property rights, comprising, arising from or associated with the following: (a) internet domain names; (b) trademarks, service marks, certification marks, logos, symbols and any other indicia of origin and any registrations or applications therefor, together with any goodwill symbolized by the foregoing; (c) patents and patent applications, inventions and discoveries (whether or not patentable); (d) works of authorship and copyrights (including rights in computer software) whether registered or unregistered and any applications therefor; (e) trade secret rights in information and know-how, including trade secret rights in any formula, pattern, compilation, program, device, method, technique, or process, that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; and (f) all other intellectual property or proprietary rights that may be protectable under applicable Law (including with respect to data and databases).

If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential; provided that, we will not reveal your personal information in using the Feedback. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

5.5 Third-Party Information

Any third-party content, data, information, or publications made available through the Services are furnished by us on an as-is basis for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties are those of the respective author(s) or publisher(s), partner(s) and not of Credora. CREDORA DISCLAIMS ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE. SEE ALSO, SECTION 4.1 “DATA NOT GUARANTEED.”

6. Privacy and Personal Information

By accessing or using the Services, you understand that we will collect and use certain information about you, including personal information of the type mentioned in this Terms of Service. For more information about our collection, use, disclosure, and protection of your personal information, read our Privacy Policy. Questions or requests concerning your personal information may be sent via email to support@credora.io.

7. Disclaimers

7.1 Services Provided “As-Is” and “As-Available”

Through the Credora Services, Reports and Credit Metric calculations are generated based on the User Data you provide and rely on price information from the external, third party sources that provide the price information of the assets. The Credit Metric calculations use (i) Credora’s proprietary privacy-preserving calculators and cryptographic proofs and/or other calculators of Credora’s and (ii) Credora’s other proprietary infrastructure and technology, networks, servers, and application systems and software, which may be used to provide the Services.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOUR USE OF THE SERVICES IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”. CREDORA, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, ENDORSEMENTS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY, ERROR-FREE, UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. YOUR SOLE AND EXCLUSIVE REMEDY, AND OUR SOLE OBLIGATION TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING OUT OF YOUR USE OF THE SERVICES, IS THAT YOU ARE FREE TO DISCONTINUE YOUR USE OF THE SERVICES AT ANY TIME.

CREDORA, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS PROVIDE NO WARRANTIES OR REPRESENTATIONS REGARDING THE SERVICES INCLUDING BUT NOT LIMITED TO THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR DEFECTS-FREE; (III) THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE CORRECT, ACCURATE OR RELIABLE; OR (IV) THAT ANY KNOWN AND STILL NOT DETECTED DEFECTS WILL BE CORRECTED.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CREDORA, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY ITEMS FOUND OR ATTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY THIRD PARTY PLATFORM LINKED TO IT.

7.2 Additional Risk Disclaimers

CREDORA DOES NOT PROVIDE FINANCIAL, INVESTMENT, LEGAL, TAX OR ANY OTHER PROFESSIONAL ADVICE. CREDORA IS NOT A BROKER, FINANCIAL ADVISOR, INVESTMENT ADVISOR, CREDIT REPAIR ORGANIZATION, PORTFOLIO MANAGER, LAW FIRM, OR TAX ADVISOR AND IS NOT PROVIDING ADVICE IN ANY OF THESE AREAS. CONSULT YOUR PROFESSIONAL ADVISORS CONCERNING THE FOREGOING CATEGORIES REGARDING YOUR SPECIFIC SITUATION AND BEFORE USING THE SERVICES OR PARTICIPATING IN TRANSACTIONS WITH RECEIVING USERS WITH WHOM YOU SHARE INFORMATION, SUCH AS YOUR REPORTS AND RISK METRICS, USING THE SERVICES. CREDORA DOES NOT MAKE, NOR SHOULD ANY CONTENT OF THE SERVICES BE TAKEN TO MAKE, ANY RECOMMENDATIONS TO YOU TO ENGAGE IN A SPECIFIC TRANSACTION.

CREDORA IS NOT A CREDIT REPAIR ORGANIZATION, AND IS NOT OFFERING TO SELL, PROVIDE OR PERFORM ANY SERVICE TO CLIENT FOR THE EXPRESS OR IMPLIED PURPOSE OF EITHER IMPROVING CLIENT’S CREDIT RECORD, CREDIT HISTORY OR CREDIT RATING OR PROVIDING ADVICE OR ASSISTANCE TO CLIENT ABOUT IMPROVING CLIENT’S CREDIT RECORD, CREDIT HISTORY OR CREDIT RATING.

YOU ACKNOWLEDGE AND AGREE THAT CREDORA, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS ARE NOT RESPONSIBLE FOR YOUR USE OF OR RELIANCE ON ANY (I) INFORMATION, INCLUDING RISK METRICS, THAT YOU OBTAIN USING THE SERVICES OR (II) TRANSACTION DECISIONS YOU MAKE THEREON. YOUR DECISIONS MADE IN RELIANCE ON THE PRODUCTS OR SERVICES OR YOUR INTERPRETATIONS OF THE DATA ARE YOUR OWN FOR WHICH YOU, NOT CREDORA, HAVE FULL AND SOLE RESPONSIBILITY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. CREDORA WILL NOT BE LIABLE, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY OR OTHERWISE, IN RESPECT OF ANY DAMAGE, EXPENSE OR OTHER LOSS YOU MAY SUFFER ARISING OUT OF SUCH INFORMATION, INCLUDING RISK METRICS, OR ANY RELIANCE YOU MAY PLACE UPON SUCH INFORMATION OR ANY TRANSACTION THAT YOU ENTER INTO BASED ON THE FOREGOING.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW YOU EXPRESSLY UNDERSTAND AND AGREE THAT CREDORA AND ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH YOUR USE OF THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOST OPPORTUNITIES, TRADING LOSSES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, LOSS OR CORRUPTION OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS OR FOR ANY OTHER REASON WHATSOEVER. NONE OF CREDORA AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE RESPONSIBLE FOR ANY LOSSES RESULTING FROM ALTERATION OR UNAUTHORIZED USE OF THE SERVICES OR FROM THE UNINTENDED AND UNFORESEEN RESULTS OBTAINED BY CLIENT OR ANY AUTHORIZED USERS RESULTING FROM SUCH USE.

THE LIMITATIONS ON OUR LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

9. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Credora, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any all claims, liabilities, losses, penalties, fines, costs, damages, judgments, awards, amounts paid in settlements and offsets and any reasonable out-of-pocket costs, expenses, attorneys’ fees, and interest (“Losses”) arising out of or relating to your breach of this Terms of Service or your use or misuse of the Services, including, but not limited to, your submissions, Third Party Platforms, any use of the Content, Services, and products other than as expressly authorized in this Terms of Service or any supplement, addendum, amendment or annex and any violation of or noncompliance with applicable law by you or any authorized user. Credora shall notify you promptly in writing of any such claim or suit; provided, that the failure to so notify you shall not limit your indemnification obligations under this Section, unless you are materially adversely prejudiced thereby. Credora shall be entitled to defend any such claim or suit as it determines in its sole discretion. You agree to provide Credora with full information and assistance in settling and/or defending such a claim or suit.

We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.

10. Support and Reporting

We only provide support for the operation of the Services. Should you become aware of misuse of the Services including libelous or defamatory conduct, you must report it to Credora. We recommend contacting us for assistance if you experience any issues regarding the Services in the following ways:

1. by accessing Credora Support (when logged in to your Account);
2. by requesting via “Support” form embedded into the Software (when logged in to your Account);
3. by sending email to support@credora.io.

11. General

This Terms of Service, including the Privacy Policy and any other supplement, addendum, amendment, annex or URL incorporated by reference in this Terms of Service or set forth on the Website or Credora GUI, constitutes the entire agreement between you and Credora relating to your use and our provision of the Services.

If Credora does not exercise or enforce any contractual or legal right or remedy which is contained in this Terms of Service (or which it has the benefit of under any applicable law), this will not be taken to be a formal waiver of its rights and that those rights or remedies will still be available to Credora.

If any provision of this Terms of Service is held to be illegal, invalid or unenforceable, this will not affect any other provision of this Terms of Service and the agreement between you and us will be deemed amended and/or interpreted to the extent necessary to make it legal, valid, and enforceable.

The relationship between the parties is that of independent contractors. Nothing contained in this Terms of Service shall be construed as creating any agency, partnership, joint venture or other forms of joint enterprise, employment or fiduciary relationship between Credora and any User, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

The laws of the State of Delaware govern this Terms of Service and the parties’ relationship without regard to Delaware’s conflicts of laws rules. If any provisions of this Terms of Service are inconsistent with any applicable law, those provisions will be superseded or modified only to the extent such provisions are inconsistent. Subject to the mandatory arbitration provision herein, the parties agree to submit to the federal or state courts in Delaware, USA for the exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of this Terms of Service. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action.

The parties agree to arbitrate any dispute arising from this Terms of Service or your use of the Website on an individual basis. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. THE PARTIES HEREBY EXPRESSLY WAIVE TRIAL BY JURY. The parties agree that: (i) any arbitration will occur in Delaware, USA; and, (ii) the arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of American Arbitration Association, in the English language, and with limited discovery. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available to a court or other tribunal. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THIS TERMS OF SERVICE SHALL BE ENTITLED TO COSTS AND ATTORNEYS’ FEES. THE ARBITRAL DECISION MAY BE ENFORCED IN ANY COURT. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND CREDORA WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION OR PROCEEDING.

You will not assign any of your rights or delegate any of your obligations under this Terms of Service without our prior written consent. Any purported assignment or delegation in violation of this subsection is null and void. No assignment or delegation relieves you of any of your obligations under this Terms of Service.

You hereby consent to the delivery of any required or optional communication under this Terms of Service or under any applicable law, including changes in the terms and conditions of this Terms of Service, via the Software, by e-mail, website or other electronic means, subject to compliance with any applicable law. Any such documents that are delivered electronically are deemed to be “in writing.” If a signature or acknowledgment is required or requested with respect to any such document and any authorized user “clicks” in the appropriate space, or takes such other action as may be indicated on the Software, you will be deemed to have signed or acknowledged the document to the same extent and with the same effect as if you had signed the document manually.

We may provide any notice to you under this Terms of Service by: (i) sending a message to the email address you provide to us and consent to us using; or (ii) by posting to the Account or Credora GUI, including any interfaces. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current and check for incoming messages regularly.

To give us notice under this Terms of Service, you must contact us by email at support@credora.io, or as made available through the Software, including any interfaces. To request the consent of Credora for any of the actions for which such consent is required under this Terms of Service, please send an email to support@credora.io. Credora reserves the right to refuse any such requests in its sole discretion.

There are no intended third-party beneficiaries to this Agreement or to any Addendum(s) or other parts thereto. Credora shall have no obligation or liability under this Agreement and/or any Addendums or other parts thereto, to any party other than the specified User.

Appendix 1

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (this “Agreement”), effective upon a User’s request to create an Account on the Site (“Effective Date”), is entered into by and between X-Margin Inc. d/b/a Credora (“Credora”) and each User of the Site (“User”).  Each party is herein referred to individually as a “Party,” or collectively as the “Parties”. In connection with the disclosure of Confidential Information, a Party is deemed the “Discloser” under this Agreement when disclosing Confidential Information to another Party and Party receiving such Confidential Information is deemed the “Recipient”. In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:

1. Purpose. General Terms

Users wish to access, and Credora wishes to provide, Services as set forth in the Terms of Service. Discloser has disclosed, and may further disclose to Recipient certain confidential technical and business information that Discloser desires Recipient to treat as confidential.

Unless otherwise defined in this Agreement, capitalized terms shall have the meaning given to them in the Terms of Service.    

2. Confidential Information

A. Definition.  “Confidential Information” means any information disclosed by Discloser to Recipient, including any information disclosed prior to the Effective Date, either directly or indirectly in writing, orally or by inspection of tangible objects (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, processes, designs, drawings, hardware, formulations, specifications, product configuration information, marketing and finance documents, prototypes, samples, data sets, and equipment), whether or not designated as “confidential” at the time of disclosure.  Confidential Information may also include information of a third party that is in Discloser’s possession and is disclosed to Recipient under this Agreement.

B. Exceptions.  Confidential Information shall not, however, include any information that Recipient can establish: (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Recipient by Discloser; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure to Recipient by Discloser through no action or inaction of Recipient; or (iii) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Discloser to Recipient as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business.

C. Compelled Disclosure.  If Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Recipient will provide Discloser prompt written notice of such disclosure and will assist Discloser in seeking a protective order or another appropriate remedy. If Discloser waives Recipient’s compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed; provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

3. Non-use and Non-disclosure

Recipient shall not use any Confidential Information for any purpose except as necessary to access, use, or provide the Services. Recipient shall not disclose any Confidential Information or permit any Confidential Information to be disclosed, either directly or indirectly, to any third party without Discloser’s prior written consent.  Recipient shall not disclose Confidential Information or permit the disclosure of Confidential Information to its employees, except that Recipient may disclose Confidential Information to those employees of Recipient who are required to have the information in order for Recipient to access, use, or provide the Services. Recipient shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, data, or other tangible objects that embody the Confidential Information.

4. Maintenance of Confidentiality 

Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information, provided that the Recipient may disclose Confidential Information to its affiliates and its and their respective managers, directors, officers, employees, consultants, representatives, agents, advisors (including financial advisors, attorneys and accountants) and prospective investors (collectively “Representatives”), provided that, in the case of each Receiving Party, “Representatives” shall only include such persons to the extent they actually receive Confidential Information.  Without limiting the foregoing, Recipient shall take at least those measures it employs to protect its own most highly confidential information.  Recipient shall not make any copies of the Confidential Information unless the same are previously approved in writing by Discloser. Recipient shall reproduce Discloser’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. Recipient shall immediately notify Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information.

5. No Obligation 

Nothing in this Agreement shall obligate either Party to proceed with any transaction between them. Nothing in this Agreement shall be construed to restrict Discloser’s use or disclosure of its own Confidential Information.

6. No Warranty 

ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.”  DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, OR WITH RESPECT TO NON-INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR OF RECIPIENT.

7. Return of Materials

Except as may be required by Applicable Laws and Regulations, all documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of Recipient shall be and remain the property of Discloser and shall be promptly returned to Discloser or destroyed (with proof of such destruction), each upon Discloser’s request.

8. No License 

Nothing in this Agreement is intended to grant any rights to Recipient under any intellectual property right of Discloser, nor shall this Agreement grant Recipient any rights in or to the Confidential Information except as expressly set forth in this Agreement.

9. Term 

The obligations of Recipient under this Agreement shall survive until the earlier of (a) such time as all Confidential Information disclosed hereunder becomes publicly known or made generally available through no action or inaction of Recipient; and (b) two years following the termination of a User’s Account pursuant to the Terms of Service.

10. Remedies

Recipient agrees that any violation or threatened violation of this Agreement will cause irreparable injury to Discloser, entitling Discloser to obtain injunctive relief in addition to all legal remedies without showing or proving any actual damage and without any bond being required to be posted.

11. Miscellaneous

This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns, provided that Discloser’s Confidential Information may not be assigned by Recipient without the prior written consent of Discloser. This Agreement contains the entire agreement between the Parties and supersedes all prior written and oral agreements between the Parties. If a court or other body of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective.  A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement.  No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement.