Acqualify

TERMS AND CONDITIONS

These Terms and Conditions, together with our Privacy Policy (collectively, “Terms”), govern access to and use of the proprietary service-oriented platform (the “Platform”) provided by ACQUALIFY LLC (‘ACQUALIFY”). Access to and use of the Platform is conditioned upon acceptance of, and compliance with, these Terms.

I. THE ACQUALIFY PLATFORM

1. How the ACQUALIFY Platform Works. The Platform allows consumers and certain types of lenders, real estate and other professionals (collectively referred to herein as “You” or “Your”) to add certain relevant consumer information (“Customer Data”) to the Platform for referral to ACQUALIFY in order to assist the consumer to improve their credit. Once Customer Data is added to the Platform, ACQUALIFY will, in its sole discretion, recommend the consumer to credit education, credit monitoring, credit repair and/or or debt relief, depending on the consumer’s credit. You understand and agree that You have no role in any decision by ACQUALIFY to provide such recommendations to the consumer. The Platform will re-pull Consumer Data every month thereafter for the agreed-upon term, or until the consumer cancels, and You will see the data on Your dashboard and can track and monitor it. You do not pay a fee to ACQUALIFY to use this Platform.

2. License. Subject to Your compliance with these Terms, ACQUALIFY hereby grants You during the applicable term, the non-exclusive, non-transferable, and non-sublicensable right and license to access and use the Platform in accordance with these Terms. Except as provided herein, You may not disclose to or provide any third-party access to, use of, or rights in or to the Platform. Except for the license granted hereunder, as between the parties, ACQUALIFY retains all right, title and interest in and to the Platform.

II. REPRESENTATIONS AND WARRANTIES

A. Mutual Representations and Warranties

1. Compliance with Applicable Laws. Each party represents and warrants that it will comply with all local, state and federal laws, rules and regulations, as applicable, including, without limitation, the Gramm-Leach Bliley Act, 15 U.S.C. §§6801-6809, the Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 U.S.C. §§6101-6108, the Telemarketing Sales Rule Act, 16 C.F.R. pt. 310, the Fair Credit Reporting Act (U.S.C. §1681m(a)), the Children’s Online Privacy Protection Act, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act (42 U.S.C. 227), provisions relating to the National Do Not Call Registry ((16. C.F.R. Part 310) and applicable state Do Not Call List requirements, the Fair Debt Collection Practices Act, the Fair Debt Collection Practices Act, the Federal Communications Act, and any other relevant local, state, federal or international laws (collectively, “Applicable Laws”).

2. Compliance with Laws Prohibiting Unfair, Deceptive, or Abusive Acts and Practices (UDAAP). Each party represents, warrants, covenants and agrees that they will comply with all laws prohibiting Unfair, Deceptive, or Abusive Acts and Practices, including, but not limited to, Section 5(a) of the Federal Trade Commission Act (“FTC Act”, 15 USC § 45); the Truth in Lending Act (“TILA”, 15 USC § 1632(a)); the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) including, but not limited to, Section 1031 and 1036, 12 U.S.C §§ 5531, 5536, and any other relevant local, state, federal or international laws prohibiting Unfair, Deceptive, or Abusive Acts and Practices, (collectively, “UDAAP Laws”).

B. Your Representations and Warranties

1. Account. When You create an account with us, You guaranty that the information You provide is accurate, complete, and current at all times.

2. Required Consumer Consents. You also guaranty that You have received all required consents of each individual consumer before adding the consumer’s information to the Platform, and that each such consumer has been provided with the ability to opt out at any time, yet has not opted out or otherwise communicated a desire to not receive third party advertising or marketing.

3. No fees. You also guaranty that You have not, nor will not at any time, impose any fees or charges on any consumer to add their information to the Platform or to monitor or review such information.

4. Prohibited representations and/or promises to consumers. You shall not advise nor otherwise imply to any consumer that his or her credit will be improved or that he or she will be eligible for Your services once added to the Platform of after being referred to ACQUALIFY. You shall not share any data generated by the ACQUALIFY platform with any consumer. You shall not advise nor otherwise imply to any consumer that his or her credit will be improved or that he or she will be eligible for Your services once added to the Platform after being referred to ACQUALIFY.

5. Encryption. You represent and warrant that Customer Data transmitted to the Platform will be encrypted. You represent and warrant that You will not transmit any unencrypted Customer Data over the internet or a wireless network at any time in connection with these Terms.

6. Systems. You represent and warrant that Your network and systems comply with the relevant specifications provided by ACQUALIFY from time to time and You agree to timely provide ACQUALIFY with information as may be required in order to render access to the Platform. You are responsible for Your activity on or through the Platform, including compliance with these Terms. You agree to use commercially reasonable efforts to prevent unauthorized access to, and/or use of the Platform and agree to promptly notify ACQUALIFY of any unauthorized use of Your account and/or any other known or suspected breach of security. ACQUALIFY reserves the right to disable or suspend Your access to the Platform in the event (i) of any breach or anticipated breach of these Terms; (ii) your use of the Platform disrupts or poses a security risk to the Platform or any customer, may harm ACQUALIFY’s systems, or any provider of any third-party services, or may subject ACQUALIFY or any third-party to liability; (iii) You are using the Platform for fraudulent or illegal activities; and/or (iv) You violate any Applicable Law or UDAAP Law as defined in Section II.

C. ACQUALIFY Representations.

1. Representations Regarding Third Parties. ACQUALIFY represents, warrants, covenants and agrees that ACQUALIFY’s provision of the Platform and associated products as contemplated by these Terms does not violate any third-party contractual restrictions or any third-party intellectual property or proprietary rights.

2. Maintenance. ACQUALIFY will use commercially reasonable efforts to provide standard maintenance for the Platform during the term, which will include enhancements, "bug fixes" and other minor modifications as may be identified by ACQUALIFY in its sole discretion from time to time. ACQUALIFY may, at any time, make additional modifications or releases to the Platform and the underlying source code as ACQUALIFY may determine in its sole and absolute discretion.

III. CONFIDENTIALITY; NON-DISCLOSURE

1. Confidential Information. "Confidential Information" means any non-public information and/or data regarding (i) the products, software, services, customer list, or business of a party (and/or, if either party is bound to protect the confidentiality of any third party’s information, of a third party) provided to the other party where such information is marked or otherwise communicated as being “proprietary” or “confidential” or the like, or where such information should, by its nature, be reasonably considered to be confidential and/or proprietary. The party disclosing Confidential Information shall be referred to herein as the “Disclosing Party” and the party receiving Confidential Information shall be referred to herein as the “Receiving Party.”

2. Disclosure. Each party shall at all times keep and maintain the confidentiality of all Confidential Information, and shall not use or reproduce Confidential Information except for the purposes provided herein and shall not disclose any Confidential Information to any third party (other than to its legal, accounting or other professional representatives on as needed basis, provided such party has an obligation to keep the same confidential). Each party shall inform its employees, marketers, agents and contractors of the nondisclosure requirements set forth in these Terms and shall obtain their respective commitments to abide by such requirements. Each party hereto shall be responsible for the actions of any of its employees, marketers, agents, affiliates or contractors that would constitute a violation of such party's rights under this section if such violation had been committed directly by such party. Notwithstanding the above, the party receiving Confidential Information (“Receiving Party”) of the other (“Disclosing Party”) may disclose certain Confidential Information of the Disclosing Party, without violating the obligations of these Terms, to the extent the disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party with prompt prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Disclosing Party to obtain, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

3. Exclusions. Confidential Information shall not include information that: (i) is or becomes generally known or available to the public at large other than as a result of a breach by the Receiving Party of any obligation to the Disclosing Party; (ii) was known to the Receiving Party free of any obligation of confidence prior to disclosure by the Disclosing Party; (iii) is disclosed to the Receiving Party on a non-confidential basis by a third-party who did not owe an obligation of confidence to the Disclosing Party and does not reasonably appear to have obtained the information improperly or from an unauthorized source; or (iv) is developed by the Receiving Party independently of and without reference to any part of the Confidential Information. Confidential Information shall not be deemed to be in the public domain or generally known or available to the public merely because any part of said information is embodied in general disclosures or because individual features, components or combinations thereof are now or become known to the public.

4. Injunction. Each party acknowledges that a breach of this Section II may cause irreparable harm to the Disclosing Party for which monetary damages may not be sufficient, and agrees that the Disclosing Party will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction. The terms of this Section II shall survive the expiration or termination of these Terms.

IV. DISCLAIMERS AND OTHER LIMITATIONS

1. No Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ACQUALIFY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTIES WILL BE CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY CONSUMER DATA, AND ACQUALIFY EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES. ACQUALIFY DOES NOT WARRANT THAT THE PLATFORM WILL BE FREE FROM ERRORS OR WILL BE PROVIDED ON AN UNINTERRUPTED BASIS SUBJECT TO THE BOUNDARIES OF THESE TERMS. ACQUALIFY EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON YOUR USE OF THE PLATFORM.

2. Limited Liability. EXCEPT FOR BREACHES OF SECTIONS II (REPRESENTATIONS AND WARRANTIES); III (CONFIDENTIALITY), V (INDEMNIFICATION); AND VII (PROPRIETARY RIGHTS), NEITHER PARTY NOR THEIR RESPECTIVE AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES ARISING OR RESULTING FROM USE OF THE PLATFORM, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

V. INDEMNIFICATION

BY YOU. YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS ACQUALIFY, ITS AFFILIATES AND AGENTS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL THIRD PARTY CLAIMS, LOSSES, DAMAGES, COSTS (INCLUDING REASONABLE ATTORNEY'S FEES) AND JUDGMENTS (COLLECTIVELY, "CLAIMS") ARISING OUT OF, FROM, OR RELATED TO (I) YOUR BREACH OF ANY OF THESE TERMS, (II) YOUR USE OF THE PLATFORM OTHER THAN IN ACCORDANCE WITH THESE TERMS, (III) THE NEGLIGENT ACT OR OMISSION OR WILLFUL MISCONDUCT OF YOU OR YOUR AFFILIATES OR AGENTS, AND ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES, IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION UNDER THESE TERMS; AND (IV) YOUR VIOLATION OF ANY APPLICABLE LAW. YOU RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION, IN WHICH EVENT ACQUALIFY WILL ASSIST AND COOPERATE WITH YOU IN ASSERTING ANY AVAILABLE DEFENSES. ACQUALIFY AGREES NOT TO SETTLE ANY MATTER WITHOUT YOUR PRIOR WRITTEN CONSENT.

BY ACQUALIFY. ACQUALIFY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS YOU AND YOUR DIRECTORS, OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL THIRD PARTY CLAIMS, LOSSES, DAMAGES, COSTS (INCLUDING REASONABLE ATTORNEY'S FEES) AND JUDGMENTS (COLLECTIVELY, "CLAIMS") ARISING OUT OF, FROM, OR RELATED TO (I) ACQUALIFY’S BREACH OF ANY MATERIAL TERM, (II) THE NEGLIGENT ACT OR OMISSION OR WILLFUL MISCONDUCT OF ACQUALIFY OR ITS DIRECTORS, OFFICERS AND EMPLOYEES, IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION UNDER THESE TERMS; OR (III) VIOLAITON OF ANY APPLICABLE LAW. ACQUALIFY RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION, IN WHICH EVENT YOU WILL ASSIST AND COOPERATE ACQUALIFY IN ASSERTING ANY AVAILABLE DEFENSES. YOU AGREE NOT TO SETTLE ANY MATTER WITHOUT ACQUALIFY’S PRIOR WRITTEN CONSENT.

VI. INSURANCE

During the term, You shall maintain at least the following insurance coverages with insurance carriers with an A.M. Best rating of at least A-VII, or such other insurance carriers approved in writing by ACQUALIFY: (a) comprehensive / commercial general liability insurance (which shall provide for minimum limits of $1,000,000 per occurrence); (B) professional liability (also known as errors and omissions) insurance with combined single limits of not less than $1,000,000; and (C) cyber insurance (which shall provide for minimum limits of at least $1,000,000 per occurrence). You shall provide ACQUALIFY with evidence of such insurance coverage(s) promptly upon request.

VII. INTELLECTUAL PROPERTY RIGHTS

ACQUALIFY has the sole and exclusive right, title, interest and/or ownership in and to any existing or hereafter acquired Intellectual Property developed by and/or utilized by it in providing the Platform. As used herein, "Intellectual Property" means all patents, designs, inventions, trademarks, service marks, trade names and trade dress, copyrights and copyrightable works (including software programs and related documentation), trade secrets, know-how, design rights and database rights, that are now or hereafter owned by or licensed to ACQUALIFY, and all modifications, compilations, and derivative works thereof; provided that, in the case of any such Intellectual Property that is licensed to ACQUALIFY from a third party, such Intellectual Property will be included in ACQUALIFY Intellectual Property.

VIII. MISCELLANEOUS

1. Term. These Terms shall commence on the date that You add any consumer information to the Platform and shall continue until terminated in writing by either Party or by the consumer. The following Sections hereunder shall survive any termination of these Terms: III, IV, V, VII.

2. Non-Assignment, Successors and Assigns. You may not assign (voluntarily, by operation of law, or otherwise) any of Your respective rights, duties, obligations and/or remedies with respect to these Terms to any third party without the prior written consent of ACQUALIFY. Any attempted assignment by You without first having obtained ACQUALIFY’s written consent shall be null and void. These Terms will bind and inure to the benefit of each party's successors and permitted assigns.

3. Relationship. The parties are independent contractors with respect to one another under these Terms. These Terms shall not be deemed to establish any agency, joint venture or partnership relationship. Each party shall be responsible for the payment of all employee compensation, benefits and employment and other taxes pertaining to its employees and business. Neither party shall have the authority to legally bind the other to any contract, proposal or other commitment or to incur any debt or create any liability on behalf of the other.

4. Governing Law and Venue. The terms of these Terms and Privacy Policy shall be governed and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions. Any action that may arise hereunder will be venued in the state and federal courts sitting in New Jersey.

5. Non-Waver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

6. Invalidity. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions of these Terms will remain in full force and effect.

7. No Third-Party Beneficiaries. It is not the intention of the Parties to confer, and these Terms shall not be construed as to confer, any right or benefit upon any person or entity other than the Parties and their successors and hereto permitted assigns, and no such other person or entity shall have any rights or remedies against either of the Parties under or by virtue of these Terms.

8. Expenses. Each Party shall be responsible for payment of all its respective expenses relating to its performance of and compliance with these Terms.

9. Documentation. Each Party shall, at its own expense, maintain data, information, records and documents relating to its respective businesses and the transactions under these Terms, in such manner and for such time period as is required by Applicable Law or is necessary to ensure compliance with these Terms. If a Party has reasonable grounds to believe that a default of these Terms has occurred, that Party shall have the right to review the records of the other Party upon written notice, provided that the requesting Party shall be entitled to review only those records necessary to determine existence and extent of an event of default or compliance with these Terms.

10. Entire Agreement. These Terms coupled with the Privacy Policy constitutes the entire agreement between us regarding use of the ACQUALIFY Platform; and it supersedes and replaces any prior agreements we might have had between us regarding use of the Platform.

11. Amendment. ACQUALIFY reserves the right, at our sole discretion, to amend these Terms or the Privacy Policy at any time. Continued use of our Platform after any amendments are made constitutes agreement to be bound by those amendments.

12. Notices. Any notices shall be delivered to ACQUALIFY at: 1 International Blvd. Ste 400, Mahwah, NJ 07495.

USER AGREEMENT

Effective: November 23, 2020

Welcome to ACQUALIFY!

ACQUALIFY is a digital platform (the “Platform”) operated by and proprietary to ACQUALIFY, LLC, a Delaware Limited Liability Company. You agree and understand that by using or accessing the Platform, you agree to the terms of this User Agreement. If any term or condition of this User Agreement is unacceptable to you, please do not visit, access, or use the Platform. Use of the words “we,” “us,” or “our” in this User Agreement refers to ACQUALIFY and any or all of its affiliates, including but not limited to, Credit Saint, LLC, Credit Squad, LLC, United Services Credit LLC, Morristown Road LLC, Katama LLC, and any other affiliated entities (collectively, Affiliates”). Affiliates are under a confidentiality agreement not to disclose any of your information to outside parties unless it is necessary to provide the services you requested or given with your express permission.

I. Use of the Platform

By using the ACQUALIFY Platform, you represent and affirm that you are at least 18 years old, have the legal capacity to enter into this User Agreement, and agree to be legally bound by its terms and conditions in their entirety. Feel free to print and keep a copy of this User Agreement, but please understand that we reserve the right to change any of these terms and conditions at any time.

You agree that your User Account login credentials and any other required forms of authentication, where applicable, have been chosen by you, when applicable. You also agree to keep your User Account login credentials and any other required forms of authentication, confidential and separate from each other, as well as separate from any other information or documents relating to your ACQUALIFY User Account. You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your User Account login credentials and any other required forms of authentication. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account.

You agree and understand that you are responsible for monitoring your User Account. You must notify us immediately there is any unauthorized use or access (or suspected unauthorized use or access) to your User Account.

To ensure that you receive our email communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to the email address on record is considered valid. If any email communication is returned as undeliverable, we retain the right to block your access to the ACQUALIFY Platform until you provide and confirm a new and valid email address.

II. Suspension of Your Use or Access to the Platform

You agree and understand that we have the right to immediately (i) suspend your account and all accounts beneficially owned by you and any members of your household or for which you are a representative or authorized signatory and, in the case of entities, any affiliates (each, a “Related Account”), and/or (ii) suspend your access to ACQUALIFY, until a determination has been made, if we suspect, in our sole discretion, that you and/or any such accounts to be in violation of:

Any provision of this User Agreement; and/or
Any Applicable Laws or Regulations;

at any time since the opening of such account or Related Account (each, a “Conduct Violation”).

You further agree and understand that we have the right to immediately (i) suspend your account and any Related Account, and/or (ii) suspend your access to ACQUALIFY until a determination has been made, if:

We are required to do so by a regulatory authority, court order, valid subpoena, or binding order of a government authority;
The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding or audit;
We believe someone is attempting to gain unauthorized access to the account;
We believe there is unusual activity in the account;
We believe you are using ACQUALIFY, your login credentials, or other account information in an unauthorized, illegal or inappropriate manner; or
The account has not been accessed in two years or more.

If your account has been suspended, you will be notified when accessing ACQUALIFY. We may, in our sole discretion, give Written Notice that your account has been suspended and may, in our sole discretion, disclose the reasons for suspension, if permitted to do so by law.

III. Proprietary Rights and Limitations on Use

1. Proprietary Rights. ACQUALIFY is our proprietary Platform. ACQUALIFY is protected by trademark, copyright and/or other intellectual property laws. You agree and understand not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store ACQUALIFY source code or similar proprietary or confidential data or other similar information provided via ACQUALIFY, without our express prior written consent. You may not use ACQUALIFY for any unlawful purpose.

2. License. Subject to your compliance with the terms and conditions of this Agreement, ACQUALIFY hereby grants you during the applicable term, the non-exclusive, non-transferable, and non-sublicensable right and license to access and use the Platform in accordance with the terms and conditions set forth herein, and specifically to utilize the Platform as provided for herein.

3. Reservation of Rights. Except for the license granted hereunder, as between the parties, ACQUALIFY retains all right, title and interest in and to the Platform.

IV. REPRESENTATIONS AND WARRANTIES

A. Mutual Representations and Warranties

B. Your Representations and Warranties

In addition to the Mutual Representations and Warranties set forth above, You represent and warrant as follows:

1. Account. When you create an account with us or otherwise access our Platform, you guarantee that the information you provide us is accurate, complete, and current at all times.

2. Systems and Unauthorized Use or Access. You are responsible for your activity on or through the Platform, including compliance with this Agreement. You agree to use commercially reasonable efforts to prevent unauthorized access to, and/or use of the Platform and agree to promptly notify ACQUALIFY of any unauthorized use of your account and/or any other known breach of security. ACQUALIFY reserves the right to disable or suspend your access to the Platform in the event (i) of any breach or anticipated breach of this Agreement; (ii) your use of the Platform disrupts or poses a security risk to the Platform or any customer, may harm ACQUALIFY’s systems, or any provider of any third-party services, or may subject ACQUALIFY or any third-party to liability; (iii) you are using the Platform for fraudulent or illegal activities; (iv) you violate any Applicable Law or UDAAP Law as defined in Section II.

C. ACQUALIFY Representations.

In addition to the Mutual Representations and Warranties set forth above, ACQUALIFY represents and warrants as follows:

1. Representations Regarding Third Parties. ACQUALIFY represents, warrants, covenants and agrees that ACQUALIFY’s provision of the Platform and associated products as contemplated by the parties in this Agreement does not violate any third-party contractual restrictions.

2. Maintenance. ACQUALIFY will use its best efforts to provide standard maintenance for the Platform during the term of this Agreement, which will include enhancements, "bug fixes" and other minor modifications as may be identified by ACQUALIFY from time to time. ACQUALIFY may make additional modifications or releases to the Platform and the underlying source code as ACQUALIFY may determine in its sole and absolute discretion.

V. CONFIDENTIALITY; NON-DISCLOSURE

2. Disclosure. Each party shall at all times keep and maintain the confidentiality of all Confidential Information, and shall not use or reproduce Confidential Information except for the purposes provided herein and shall not disclose any Confidential Information to any third party (other than to its legal, accounting or other professional representatives on as needed basis, provided such party has an obligation to keep the same confidential). Each party shall inform its employees, marketers, agents and contractors of the nondisclosure requirements set forth in this Agreement and shall obtain their respective commitments to abide by such requirements. Each party hereto shall be responsible for the actions of any of its employees, marketers, agents, affiliates or contractors that would constitute a violation of such party's rights under this section if such violation had been committed directly by such party. Notwithstanding the above, the party receiving Confidential Information (“Receiving Party”) of the other (“Disclosing Party”) may disclose certain Confidential Information of the Disclosing Party, without violating the obligations of this Agreement, to the extent the disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party with prompt prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Disclosing Party to obtain, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

VI. DISCLAIMERS AND OTHER LIMITATIONS

1. No Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ACQUALIFY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTIES WILL BE CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY CONSUMER DATA, AND ACQUALIFY EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES. ACQUALIFY DOES NOT WARRANT THAT THE PLATFORM WILL BE FREE FROM ERRORS OR WILL BE PROVIDED ON AN UNINTERRUPTED BASIS SUBJECT TO THE BOUNDARIES OF THIS AGREEMENT. ACQUALIFY EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON YOUR USE OF THE PLATFORM.

2. Limited Liability. EXCEPT FOR BREACHES OF SECTIONS II (REPRESENTATIONS AND WARRANTIES); III (CONFIDENTIALITY), V (INDEMNIFICATION); AND VII (INTELLECTUAL PROPERTY RIGHTS), NEITHER PARTY NOR THEIR RESPECTIVE AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES ARISING OR RESULTING FROM USE OF THE PLATFORM, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VII. INDEMNIFICATION

THE PARTIES SHALL EACH INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER, ITS AFFILIATES AND AGENTS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL THIRD PARTY CLAIMS, LOSSES, DAMAGES, COSTS (INCLUDING REASONABLE ATTORNEY'S FEES) AND JUDGMENTS (COLLECTIVELY, "CLAIMS") ARISING OUT OF, FROM, OR RELATED TO (I) THE BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT HEREIN, (II) THE USE OF THE PLATFORM OTHER THAN IN ACCORDANCE WITH THIS AGREEMENT, OR (III) ANY NEGLIGENT ACT OR OMISSION OR WILLFUL MISCONDUCT OF THE INDEMNIFYING PARTY IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION UNDER THIS AGREEMENT. THE INDEMNIFYING PARTY RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY THE INDEMNIFIED PARTY, IN WHICH EVENT THE INDEMNIFIED PARTY WILL ASSIST AND COOPERATE WITH THE INDEMNIFYING PARTY IN ASSERTING ANY AVAILABLE DEFENSES. THE INDEMNIFIED PARTY AGREES NOT TO SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF THE INDEMNIFYING PARTY.

VIII. MISCELLANEOUS

1. Non-Assignment, Successors and Assigns. You may not assign your rights or obligations under this Agreement without the written consent of ACQUALIFY, which consent shall not be unreasonably withheld. However, ACQUALIFY shall be able to assign this Agreement to a parent, subsidiary or affiliated entity or in connection with a merger, acquisition, or sale of all or substantially all of ACQUALIFY’s assets without having to obtain your consent. Any attempted assignment that is prohibited under this section shall be null and void. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

2. Relationship. The parties are independent contractors with respect to one another under this Agreement. This Agreement shall not be deemed to establish any agency, joint venture or partnership relationship. Each party shall be responsible for the payment of all employee compensation, benefits and employment and other taxes pertaining to its employees and business. Neither party shall have the authority to legally bind the other to any contract, proposal or other commitment or to incur any debt or create any liability on behalf of the other.

3. Governing Law and Venue. The terms of this Agreement and Privacy Policy shall be governed and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions. Any action that may arise hereunder will be venued in the state and federal courts sitting in New Jersey.

4. Non-Waver. Our failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights.

5. Invalidity. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions of this Agreement will remain in full force and effect.

6. Entire Agreement. This Agreement coupled with the Privacy Policy constitutes the entire agreement between us regarding use of the ACQUALIFY Platform; and it supersedes and replaces any prior agreements we might have had between us regarding use of the Platform.

7. Amendment. ACQUALIFY reserves the right, at our sole discretion, to amend this Agreement or the Privacy Policy at any time. Continued use of our Platform after any amendments are made constitutes agreement to be bound by those amendments.

8. Notices. Any notices shall be delivered to ACQUALIFY at: 1 International Blvd. Ste 400, Mahwah, NJ 07495.