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Terms of Use

Welcome to CreditXpert!

CreditXpert is a cloud-based SaaS platform that provides its Customers with optimization products (“Solutions”) that empower the mortgage community. CreditXpert is committed to making user experiences even better by continuously working to improve and evolve the highly personalized credit management tools, quality assurance tools and algorithms (collectively, “Tools”) and associated content (“Content”) which power those Solutions.

You’re a mortgage lender or mortgage originator that: (a) qualifies as a “creditor” under the Truth in Lending Act (“TILA”); and (b) has accepted this TOU (“Licensed Solutions”).

This Terms of Use includes this introduction, Key Terms + Conditions, Data Security Safeguards, Miscellaneous Terms + Conditions, Definitions, and incorporated documents and terms (“TOU”) and forms a legal TOU between CreditXpert, Inc. (“CreditXpert”) and the entity (and its Affiliates, as applicable) on whose behalf a CreditXpert account is created (“You” and “Customer”) to subscribe to the Solutions.  The terms “we,” “us” and “our” in this TOU mean both CreditXpert and you. This TOU states the terms and conditions that apply to your use of the Solutions.

This TOU is effective upon the date you first access or use the Licensed Solutions (“Effective Date”) and will automatically renew for successive one year periods until you or CreditXpert terminates it in accordance with Section 1.7. Capitalized terms used in this TOU that are not defined inline are defined in the Definitions.

Last modified: March 15, 2024

You and CreditXpert agree as follows:

Key Terms + Conditions

Rights Granted to One Another.

    • 1.1.1 From CreditXpert to You. Subject to this TOU, CreditXpert grants you a limited, non-exclusive, revocable, non-transferable, non-assignable (except as provided in section 3.5) license during the term (the “License”) to allow your End Users to: (a) remotely access, via a Designated Endpoint, one or more accounts created by you for your End Users in the remote environment from which CreditXpert makes Solutions available (the “Platform”); and (b) use the Licensed Solutions through the Platform in a manner consistent with the ordinary operation of the Licensed Solution’s functionality, for the sole purpose of empowering End Users with a data analytics solution that offers Consumer transparency and identifies opportunities concerning potential credit outcomes for Consumers, in the context of general financial wellness or a mortgage pre-qualification discussion.
    • 1.1.2 From You to CreditXpert. Subject to this TOU, you grant to CreditXpert a limited, non-exclusive, revocable, non-transferable, non-assignable (except as provided in section 3.5), royalty-free license to reproduce, modify, adapt, translate, publish, perform, and distribute Customer Data in order for CreditXpert to: (a) provide the Licensed Solutions to you and perform the Technical Support and other functions and services provided under this TOU; (b) offer or prepare to offer additional Solutions to you; and (c) comply with Applicable Law or any governmental investigation. CreditXpert agrees to use Customer Data in compliance with the confidentiality provisions in Section 1.5 (Our Mutual Commitment to Confidentiality) and the permitted purposes outlined in GLBA and other applicable privacy laws, and to maintain the security of Customer Data pursuant to Part 2 (Data Security Safeguards).

1.2 Onboarding. You will comply with CreditXpert’s data security protocols and other technical standards. CreditXpert will make the Technical Standards available to you via its Standards Repository.

1.3 Our Commitment to Support.

    • 1.3.1 Our Support Commitment. If you or an End User require Technical Support, we will help one another in good faith and share information necessary to resolve the issue in question. CreditXpert will provide Technical Support to your users when they cannot resolve a support issue without CreditXpert analysis. CreditXpert will also provide Technical Support to Consumers concerning any direct interaction between the Consumer and CreditXpert. You will: (a) consult CreditXpert’s available self-support resources; and (b) promptly submit appropriate Technical Support requests to CreditXpert through your Designated Technical Representatives, in accordance with CreditXpert’s support request process (available in the Standards Repository) and include information sufficient for CreditXpert to understand, re-create and analyze the issue. In addition to Technical Support, CreditXpert will provide you with Customer Support as described in the Standards Repository. Whenever you share NPI or other Customer Data with CreditXpert, including as part of a Technical Support request, you will ensure that the data is encrypted in transit.
    • 1.3.2 Our Technical Support Standards. Each of us will: (a) provide Technical Support during our respective normal Business Hours; (b) timely acknowledge and provide a resolution plan for each Technical Support ticket; and (c) use commercially reasonable efforts to resolve each Technical Support ticket after establishing a resolution plan, in accordance with Technical Support standards (available in the Standards Repository). If CreditXpert is unable to cure a Defect by causing a Licensed Solution to perform materially in accordance with Specifications within 30 days after receiving a Technical Support request from you, you may terminate this TOU, effective upon written notice.
    • 1.3.3 Our System Availability Standards. After your go-live Date, CreditXpert will make commercially reasonable efforts to: (a) make Licensed Solutions available to you in accordance with the uptime objectives (the “Service Level Objective” or “SLO”) described in the Standards Repository; (b) conduct Scheduled Maintenance only during the Scheduled Maintenance window; and (c) minimize any disruption to, or inaccessibility of, the Licensed Solutions in connection with either Scheduled Maintenance or Emergency Maintenance. Termination in writing is your sole remedy should CreditXpert be unable to meet the SLO or cause the applicable Licensed Solution to perform materially in accordance with its Specifications within 30 days after receiving a Technical Support request from you.
    • 1.3.4 Assistance Outside the Scope of Support. If you’d like CreditXpert to provide assistance or services outside the scope of Technical Support or Customer Support, such as (a) on-site Technical Support or Customer Support or travel, (b) production of a customized report, (c) training, data analysis, custom development or other professional services, we may choose to execute a mutually agreeable statement of work which defines the scope of work and deliverable(s), payable at CreditXpert’s applicable hourly rates.

1.4 Our Commitment to Ongoing Development.

    • 1.4.1 Ongoing Development.  CreditXpert is committed to making End User experiences even better by continuously working to improve and evolve the Tools and Content which power the Licensed Solutions, using all of the resources at CreditXpert’s disposal, including through experienced human analytics, quality assurance tools, machine learning software, feedback and other information provided by CreditXpert’s ecosystem of customers and other partners; for that reason, CreditXpert may add, replace, discontinue or otherwise evolve or change any Tool or Licensed Solution or any component thereof from time to time, in accordance with the Standards Repository.  CreditXpert may use Customer Data, provided such Customer Data is de-identified, anonymized, and aggregated in a manner so as to render it non-attributable to you or any of your Consumer, for CreditXpert’s internal business purposes (e.g., maintaining, optimizing, or improving Software or SaaS Services for the benefit of you and your Consumers), and for external reporting.
    • 1.4.2 Feedback.  As a valued participant in CreditXpert’s ecosystem of Customers and other partners, you agree to provide to CreditXpert all corrections, suggestions, information and other feedback regarding the Tools, Licensed Solutions, API Keys, Designated Endpoints, Platform, CX Outputs and Content to CreditXpert in an honest, fair and objective fashion. Except to the extent feedback comprises your intellectual property or Confidential Information and you have notified CreditXpert of this in writing within 30 days of providing the feedback, you agree not to object to, require an accounting or payment for, or otherwise seek to limit CreditXpert’s right to keep secret, use, or profit from the feedback during or after the term.  You expressly disclaim all warranties, express or implied, regarding feedback, including the implied warranties of merchantability, title, non-infringement, and fitness for a particular purpose.

1.5 Our Mutual Commitment to Confidentiality.

    • 1.5.1 Definition + Duties. During the term, each of us (“Recipient”) may receive from the other (“Discloser”) non-public information of value to Discloser’s business, including information regarding a Discloser’s business methods, plans and pricing, financial condition, suppliers, clients and customers, software and any related documentation, trade secrets, computer code, programs, know-how, marketing plans, methods, designs, flow charts, processes, programs, technology, algorithms, formulae, patterns, API keys, non-anonymized nonpublic personal information (“NPI”) as defined under GLBA, the terms and conditions of this TOU, and compilations (collectively, “Confidential Information”).  As a Recipient, we will use no less than commercially reasonable efforts (and no less care than we respectively use to protect our own confidential information): (a) to limit use of Discloser’s Confidential Information to use in the performance of obligations under this TOU, and (b) not to disclose or divulge Discloser’s Confidential Information to third parties other than consultants, agents or independent contractors that are bound by confidentiality obligations at least as restrictive as those set forth in this section. As a Recipient, our obligation to maintain the confidentiality of Discloser’s Confidential Information under this TOU will continue in full force and effect both during the term and after termination of this TOU.
    • 1.5.2 Exclusions. Confidential Information does not include information which: (a) was in Recipient’s lawful possession prior to disclosure by Discloser on a non-confidential basis; (b) is generally available or known to the public other than as a result of unauthorized disclosure by Recipient; (c) became available to Recipient on a non-confidential basis from a source other than Discloser, if the source is not bound by a confidentiality obligation to Discloser; or (d) was developed by or on behalf of Recipient without any reference to Discloser’s Confidential Information.
    • 1.5.3 Mandatory Disclosure.  If a Recipient (or anyone to whom Recipient disclosed Confidential Information) becomes compelled by law or regulation to disclose any Confidential Information, the Recipient (if not prohibited by law) will provide the Discloser with prompt written notice so that the Discloser may seek an appropriate protective order or other remedy.  If a remedy acceptable to the Discloser is not obtained by the date that the Recipient must comply with the request, the Recipient will furnish only that portion of the Confidential Information that it is advised by counsel it is legally required to furnish, and the Recipient will exercise commercially reasonable efforts to obtain confidential treatment of the Confidential Information disclosed.
    • 1.5.4 Injunctive Relief. We acknowledge that unauthorized disclosure of Confidential Information by one of us may irreparably damage the other in such a way that adequate compensation could not be obtained from damages in an action at law. Accordingly, if Confidential Information is disclosed (or threatened to be disclosed) without authorization, the Discloser has the right to seek injunctive relief restraining unauthorized disclosure or use, in addition to any other remedy (including reasonable attorneys’ fees). Each of us waives the posting of a bond with respect to any action for injunctive relief with respect to Confidential Information.

1.6 Our Mutual Commitment to Data Security.  Each of us agrees to comply with the minimum data security standards described in Part 2 (Data Security Safeguards).

1.7 Termination or Suspension.

    • 1.7.1 Term and Termination Rights. The Term will commence on the Effective Date and continue for the Initial Term, and thereafter automatically renew for successive one-year periods, unless either party provides notice of non-renewal no less than 60 days prior to the end of the then-current term. The Initial Term and any and all renewals are collectively the “Term.”Either of us may terminate this TOU immediately and without further notice: (a) if the other party assigns this TOU or any of its rights under this TOU, except as expressly authorized in section 3.5; (b) if the other party makes an assignment for the benefit of creditors; (c) if the other party files a voluntary petition for relief under Chapter 7, Chapter 11 or Chapter 13 of the U.S. Bankruptcy Code, or is otherwise adjudged bankrupt; (d) if the other party dissolves, unless the dissolution is a result of a merger or consolidation as expressly authorized in section 3.5; (e) if the other party has breached a material term of this TOU, including the failure to pay CreditXpert invoices not the subject of a good faith dispute as described in Section 1.8.1 or any promises, covenants, or obligations in sections 1.9.2 or 1.9.3, and the breach is not fully cured within 15 days after the non-breaching party gives written notice of breach to the breaching party; or (f) any regulatory agency, State Attorney General or court of law determines that any CX Output, Tool or Licensed Solution constitutes credit repair activity subject to the federal Credit Repair Organization Act (“CROA”) or any similar state law, and one of us has provided at least 30 days prior written notice of termination on these grounds to the other party. CreditXpert reserves the right to terminate this TOU immediately if you independently develop, acquire, or make available any tool or service that is directly competitive with any CX Output, Tool or Solution.
    • 1.7.2 Suspended Access. In its discretion, CreditXpert may suspend your access (including the access of one or more End Users) to one or more Licensed Solutions: (a) by providing notice of suspension commensurate with any required notice of termination, if CreditXpert has the right to terminate this TOU; (b) by providing 30 days’ notice, if you fail to timely test or implement a new release or new Licensed Solution in accordance with this TOU; (c) by providing 30 days’ notice, if you or the Customer System, an applicable Licensed Solution, any End User, or either of us, is not in compliance with Applicable Law or a third party legal requirement; (c)if timely payment is not received; or (d) by providing 30 days’ notice, if CreditXpert or a Licensed Solution or other system detects suspicious or unauthorized access, conduct, uses, licensing or changes.
    • 1.7.3 Effect of Expiration/Termination/Suspension. In the event of expiration or termination of this TOU, or suspension of access to one or more Licensed Solutions, you will: (a) remain obligated to pay CreditXpert all amounts due; and (b) immediately cease and desist from use of the Licensed Solutions, and/or of any materials related to the Licensed Solutions, including any Scores, CX Outputs or any other materials which contain Content or the trademarks or copyrighted works of CreditXpert (e.g., brochures, web site, logo, etc.). Sections 1.5 (Our Mutual Commitment to Confidentiality), 1.7.3 (Effect of Expiration/Termination/Suspension), 1.8 (Subscription Fees; Taxes) and 1.11 (Respecting Proprietary Rights), and Part 3 (Misc. Terms + Conditions) will survive expiration or termination of this TOU.

1.8 Fees; Taxes.

    • 1.8.1 Fees. Unless otherwise provided in a signed amendment, you will pay applicable fees to CreditXpert as set forth on the Order Form for any full or partial calendar month, in immediately available funds, in U.S. dollars, without any right of set-off or deduction, no later than 30 days after CreditXpert delivers an invoice to you, via a payment method authorized in the Standards Repository.  If you select a tiered pricing plan, your payment will be based on the tier your use falls under for that month. If you fail to pay any amount not the subject of a good faith dispute, you will pay CreditXpert interest at the rate of 1.5% per month on the remaining amount due, or at the highest amount permitted by Applicable Law (if lower), where interest accrues on a daily basis both before and after any judgment relating to collection. A “good faith dispute” exists when you, reasonably and in good faith, notify CreditXpert in writing of an amount in dispute within 30 days after delivery of the relevant invoice. Late fees are not an exclusive remedy. CreditXpert will notify you of any changes to the Fees (including the amount or structure of fees, and definitions) at least 30 days before those revisions become effective. 
    • 1.8.2 Taxes. Fees are net amounts to be received by CreditXpert, and are exclusive of local, state, federal and international sales, value added, excise and other taxes and duties of any kind.  You will pay all taxes and duties of any kind arising out of or in connection with this TOU, other than taxes based on CreditXpert’s income. You agree to: (a) promptly provide CreditXpert with a resale certificate for each state or jurisdiction in which (i) any Licensed Solution or CX Output will be delivered to you or used by you, or (ii) an End User is located, in form and substance as required by Applicable Law and acceptable to CreditXpert; or (b) in lieu of providing a resale certificate, demonstrate to CreditXpert’s satisfaction that neither the Licensed Solutions nor any CX Output is subject to sales or use tax in each applicable state or jurisdiction. If you fail to provide a resale certificate, deliver a resale certificate that is unacceptable to CreditXpert, or cannot demonstrate that the services and deliverables provided hereunder are not subject to sales or use tax, CreditXpert will endeavor to include applicable sales and use taxes on invoices issued to you, and you will pay those taxes to CreditXpert when the corresponding Fees are due.
    • 1.8.3 Customer Indemnity.  If a third party initiates an investigation, legal action or claim against CreditXpert, any Corporate Affiliate of CreditXpert, and/or any of their respective directors, officers and/or employees (the “CreditXpert Indemnified Parties”) to the extent based on an allegation that you or any Corporate Affiliate of yours breached or violated section 1.8.2 (Taxes), 1.9.2 (Your Promises), 1.9.3 (Broker Addendum, if applicable), 1.12 (Scope of Use), 1.14 (Compliance with Laws), 1.5 (Our Mutual Commitment to Confidentiality), or Part 2 (Data Security Safeguards) or (b) engaged in willful misconduct, you will: (i) defend the CreditXpert Indemnified Parties against the claim; and (ii) pay, and hold the CreditXpert Indemnified Parties harmless against, any costs, damages and expenses (including court costs and reasonable attorneys’ fees) included in a final judgment against the CreditXpert Indemnified Parties, or in a settlement or satisfaction of claims, to the extent attributable to such claims.
    • 1.8.4 CreditXpert Indemnity. If a third party initiates an investigation, legal action or claim against you, any Corporate Affiliate of yours, and/or any of their respective directors, officers and/or employees (the “Customer Indemnified Parties”) to the extent based on an allegation that (a) Licensed Solutions infringe the intellectual property rights of such third party, or (b) CreditXpert breached section 1.14 (Compliance with Laws), 1.5 (Our Mutual Commitment to Confidentiality), or Part 2 (Data Security Safeguards) or engaged in willful misconduct, CreditXpert will: (i) defend the Customer Indemnified Parties against the claim; and (ii) pay, and hold the Customer Indemnified Parties harmless against, any costs, damages and expenses (including court costs and reasonable attorneys’ fees) included in a final judgment against the Customer Indemnified Parties, or in a settlement or satisfaction of claims, to the extent attributable to such claims. Upon notice to CreditXpert of a claim that a Licensed Solution allegedly infringes upon the intellectual property rights of a third party, CreditXpert, at its cost, shall have the option to (x) procure for you the right to continue to use the Licensed Solution(s) which is the subject of any such claim in accordance with this TOU; or (y) replace or modify the Licensed Solution(s) to render it non-infringing. In the event neither (x) nor (y) is commercially reasonable, CreditXpert will have the option to immediately terminate this TOU effective upon notice of termination.  CreditXpert will have no obligations under this section if the alleged infringement would not have occurred but for: (aa) CreditXpert’s compliance with any designs, specifications or instructions required or provided by or on behalf of you, but only if there was no reasonable and reasonably apparent non-infringing means of complying with your designs, specifications or instructions; (bb) use of the Licensed Solution in a manner not intended or prohibited by, or otherwise outside the scope of, this TOU, or not in compliance with instructions provided by CreditXpert; (cc) combination or use of the Licensed Solution with one or more Customer systems or applications or other products or services not provided by CreditXpert and not recommended by CreditXpert for use with Licensed Solution or shown as compatible in relevant CreditXpert or Licensed Solution documentation; or (dd) any modification not made or authorized by CreditXpert in writing. If you fail to implement any Technical Standard or Licensed Solution which CreditXpert has replaced or modified as described in subsection (y) above within two days after the replacement or modification has been available to you, then CreditXpert will not be liable for damages that accrue after that period. The rights in this section 1.8.5 reflect your sole remedy for any claim that a Licensed Solution(s) infringes the rights of a third party.
    • 1.8.5 Maximum Compensation. Our liability to each other is limited to the total amount of payments made and due to CreditXpert from you during the twelve month period immediately preceding the date of the event first giving cause to the liability (the “Standard Cap”), except that the limitation is: (a) two times the Standard Cap in the case of a party’s inadvertent, unintentional or negligent violation of an obligation in section 1.5 (Our Mutual Commitment to Confidentiality), section 1.9.2 (Your Promises), section 1.9.3 (Broker Addendum, if applicable), section 1.12 (Scope of Use) or Part 2 (Data Security Safeguards) (collectively, the “Special Obligations”); and (b) four times the Standard Cap in the case of a party’s grossly negligent violation of a Special Obligation. The limitations in the preceding sentence do not apply to: (a) Fees (and interest, if any) due and owing to CreditXpert; (b) violation of section 1.8.2 (Taxes); (c) fraud, willful misconduct or intentional wrongdoing in connection with violation of a Special Obligation; or (d) violation of the other party’s intellectual property rights or limitations on use in this TOU; or the indemnity obligations in sections 1.8.3 and 1.8.4.
    • 1.8.6 Consequential Damages. Except for violation of (a) the other party’s intellectual property rights hereunder or limitations on use herein, (b) section 1.5 (Our Mutual Commitment to Confidentiality), (c) section 1.8.2 (Taxes), (d) section 1.9.2 (Your Promises), section 1.9.3 (Broker Addendum, if applicable), or (e) Part 2 (Data Security Safeguards), in no event will either party or its licensors or any of their respective officers, directors, employees, shareholders, agents or representatives be liable to the other party for special, consequential, incidental, exemplary or punitive damages, including the loss of revenues, profits or data, and no matter how caused, or the theory on which the claim of loss is based, and whether or not the other party has been notified in advance of the possibility of such damages. We agree that sections 1.8.5 and 1.8.6 represent a reasonable allocation of risk and that we would not proceed in their absence.

1.9 Our Promises to Each Other.

    • 1.9.1 CreditXpert Promises. Provided that you are in compliance with sections 1.9.2 (Your Promises), 1.9.3 (Broker Addendum, if applicable), and 1.12 (Scope of Use), CreditXpert represents to you that it has sufficient right, title, interest or license to grant the License to you in accordance with this TOU.
    • 1.9.2 Your Promises. At all times during the term, you promise that: (a) you are and will continue to be a mortgage lender or mortgage originator which qualifies as a “creditor” as defined in TILA, and in compliance with the Fair Credit Reporting Act (“FCRA”) and all other Applicable Laws, including by strictly limiting your use of Licensed Solutions and CX Outputs to “permissible purposes” as defined in Section 604 of the FCRA; (b) you will own or lawfully control, or otherwise hold a current and lawful right or license to possess, access and use, all Bureau Files and other Customer Data, and provide the same to CreditXpert for use in accordance with this TOU; (c) you have obtained any consents required by law in order for you to share Bureau Files and other Customer Data with CreditXpert; (d) CreditXpert is not responsible for any aspect of your relationship with any third party data source, including any fees or charges related to your use of the third party data source’s services or CreditXpert’s access to or use of Bureau Files; (e) you will have and maintain the full right and power to enter into and perform this TOU without the further consent of any third party; (f) neither your entry into nor your or CreditXpert’s performance under this TOU will conflict with any right of privacy or any other obligation you may have to any Consumer or other person, whether under contract, policy, practice, statute, regulation, tort or otherwise; (g) you will not use Licensed Solutions to (i) fix Bureau File errors, (ii) dispute line items on Bureau Files, or (iii) for any credit repair activities as described in CROA or any applicable state law governing credit repair services; (h) you will not make any statements to End Users, Consumers or others which are inconsistent with the CreditXpert promises or disclaimers in this TOU or CreditXpert’s description of the functionality of a Licensed Solution in the most recent version of applicable CreditXpert documentation; (i) you will not partially present CX Outputs or CX Assets, or any component thereof, to any Consumer, or move, resize, obscure, alter, or add language to, any disclosures or disclaimers generated by a Licensed Solution or CX Output; (j) notwithstanding Section 3.3 (Relationship of Parties), when obtaining Customer Data via any Licensed Solution, and when processing and evaluating Customer Data via any Licensed Solution, for purposes of performing Analytics, CreditXpert, as owner of the Licensed Solution(s), is your agent for all FCRA purposes; (k) you have all rights necessary to permit CreditXpert to use your name and logo in accordance with Section 1.13.2; and (l) you will identify CreditXpert as your authorized agent to any consumer reporting agency or third party data source furnishing Customer Data to be used in a Licensed Solution, in accordance with the limited scope set forth in this section. You expressly authorize CreditXpert, as your limited agent, to obtain Customer Data for the sole purposes of performing Analytics and providing support. CreditXpert’s role as your limited agent does not extend beyond the limited purposes set forth in this section, and, for all other purposes, there is no such principal and agent relationship. CreditXpert may terminate or suspend this TOU in accordance with section 1.7.2 (Termination Rights) or section 1.7.3 (Suspended Access) if you violate any provision of this section; the notice and cure period in any such case is 15 days.
    • 1.9.3 Broker Addendum. If you are a lender engaged in wholesale origination activities with mortgage brokers, you may grant access to and use of Licensed Solutions to one or more of your mortgage brokers (each, a “Broker”) under a Standard User (as defined in the Standards Repository) account, subject to the terms of this TOU, provided, that as between us, (a) you remain fully responsible for monitoring and ensuring each Broker’s compliance with our TOU and all Applicable Laws, including all federal consumer financial laws, and with respect to licensing and disclosure requirements, applicable state laws; and (b) each Broker who accesses Licensed Solutions as a Standard User enters into a written TOU with you which (i) restricts the Broker’s sublicense to use the Licensed Solutions to a limited, non-exclusive, revocable, non-transferable, non-assignable license to use the Licensed Solutions through the Platform in a manner consistent with the ordinary operation of the Licensed Solution’s functionality, for the sole purpose set forth in section 1.1.1 (b), (ii) limits the Broker’s use rights to internal business purposes, (iii) indicates that the Licensed Solutions are not intended for use in any credit repair activities subject to CROA or any similar state law, (iv) requires the Broker to represent that the Broker is not a credit repair organization under CROA or any similar state law, and to not use, offer, provide, hold out, or represent Licensed Solutions or CX Outputs or any information derived therefrom for use in credit repair activities under CROA or any similar state law, (v) prohibits the Broker from changing, deleting, or omitting any information or output generated by the Licensed Solutions, including CX Outputs, (vi) indicates that CreditXpert retains all right, title, and interest in the Licensed Solutions, including all copyright and other intellectual property rights, and designates CreditXpert as a third party beneficiary, and (vii) requires the Broker to comply with all Applicable Laws and all limitations, restrictions and other terms and conditions of this TOU. In addition to CreditXpert rights to suspend or terminate End User rights as provided in this TOU, you will immediately cease providing access to Licensed Solutions to such Brokers (aa) upon the termination or expiration of our TOU or (bb) in the event your broker relationship is suspended or terminated.  Your liability under this TOU for any use of the Licensed Solutions by your Brokers is joint and several as between you and your Brokers.  During the Term, to ensure compliance with this section 1.9.3, on at least 30 days’ prior written notice, CreditXpert will have the right to conduct an audit or examination of the written TOUs between you and your Brokers as required under this section 1.9.3.  Each audit under this section will be conducted in such a manner so as not to interfere with your normal business or administrative activities, will be limited to the purposes set forth in this section, and conducted no more than once per calendar year.  Both parties will cooperate and participate in good faith with each audit.

1.10 Disclaimer of Warranties. Except for express warranties in this section 1.10, all Licensed Solutions, CX Outputs, Content, Scores, and other products and services are delivered “AS IS.” Without limiting the generality of the foregoing, CreditXpert: (a) does not warrant results or that the Platform or any Designated Endpoints, Licensed Solutions, CX Outputs, Content, Scores or other results or materials used or provided by CreditXpert will be free from errors, defects or bugs or available without interruption; (b) expressly disclaims any and all warranties, express or implied, including the implied warranties of merchantability, title, non-infringement, non-interference, accuracy of informational content, system integration and fitness for a particular purpose; (c) is not responsible for the contents or accuracy of any Customer Data; (D) does not have a duty to remove, screen, police, edit, correct, monitor, or authenticate the source or accuracy of, any Customer Data; (e) is not responsible for reporting any incomplete or inaccurate Customer Data, even if advised of the same by you or any End User; and (f) is neither a “reseller” nor a “consumer reporting agency,” is not able to request or make any changes to Bureau Files, and cannot initiate or remove disputes, close accounts, or open new accounts. Assessments and predictions generated by Licensed Solutions are estimates, and may not be identical or similar to assessments, predictions or scores of any other company. No Licensed Solution generates loan underwriting recommendations or decisions, and no accounting, financial, legal or tax advice or counseling is given, or shall be deemed to have been given, to you or any End User by use of any Licensed Solution or CX Output. Neither the CX Output nor any finding or recommendation rendered by a Licensed Solution is a consumer credit report and does not constitute an analysis, approval or denial of a mortgage loan application by CreditXpert. CX Output is intended to inform Consumers of potentially desirable credit behaviors, and is not being furnished, expressly or impliedly, for purposes of improving the Consumer’s credit record, credit history, credit rating, or removal or modification of adverse yet accurate and non-obsolete information in credit records or histories.

1.11 Respecting Proprietary Rights. As between us, you agree that CreditXpert is the sole owner of all rights and title in and to: (a) the Tools, Solutions, Licensed Solutions and services; (b) all CX Outputs and Scores generated either by CreditXpert or a Solution; (c) all materials provided by CreditXpert in connection with delivering Licensed Solutions; (d) all programs developed hereunder and all copies thereof; (e) all copies made by you of materials developed hereunder, including translations, compilations, partial copies with modifications and updated works; and (f) all Intellectual Property rights in the foregoing, including in any modifications or derivative works. No rights are granted to you other than as expressly set forth in this TOU, and you agree: (g) not to sell, transfer, publish, disclose, display or otherwise make the Licensed Solutions or any CX Outputs or copies available to others except as expressly permitted by this TOU; (h) to secure and protect each Designated Endpoint, Tool, Licensed Solution, CX Output and any module, software product, documentation and copies thereof in a manner consistent with the maintenance of CreditXpert’s rights; (i) to take appropriate action by instruction or TOU with all End Users who are permitted access to Licensed Solutions to satisfy your obligations in this TOU; (j) not to remove any trademark, copyright notice or other marking in any presentation of Solutions, Licensed Solutions, CX Outputs or Scores provided to End Users in any form; and (k) not to change, alter, or delete any portions or otherwise modify any of the Licensed Solutions, CX Outputs or Scores.  CreditXpert may terminate or suspend this TOU in accordance with section 1.7.1 (Termination Rights) or section 1.7.2 (Suspended Access) if you violate any provision of this section; the notice and cure period in any such case is 15 days.

1.12 Scope of Use.

    • 1.12.1 Sharing CX Output with Consumers. You may use functionality made available in a Licensed Solution to share CX Output generated by a Licensed Solution with the Consumer to which the CX Output pertains, provided, that: (a) you share CX Output solely in its original form and in its contiguous entirety (for example, screen shots are not permitted), including all disclaimers and disclosures; and (b) Consumers who wish to access CX Output via the End User Portal for Consumers must first consent to applicable CreditXpert policies, including its Consumer terms and conditions, privacy policy and Acceptable Use Policy. Unless otherwise required by law, no other sharing of any CX Output is permitted.
    • 1.12.2 Compliance. You acknowledge that your activities, whether or not any Licensed Solution is used in connection with those activities, may subject you to certain federal, state and local substantive and disclosure laws and regulations, including the Real Estate Settlement Procedures Act, TILA, FCRA, the Equal Credit Opportunity Act (“ECOA”), the Home Mortgage Disclosure Act and mortgage lending or broker statutes and their implementing regulations and commentaries. You represent and warrant that you: (a) are in full compliance with the foregoing laws and all other Applicable Laws which may have a material effect on CreditXpert; (b) hold all applicable licenses and authorizations; (c) those licenses and authorizations are current and fully in effect; (d) have designed and implemented compliance and quality control policies, systems and procedures aimed at ensuring compliance with Applicable Laws, as well as accurate and reliable data capture, collateral valuation, data reporting and adherence in all other manner to sound loan origination practices and principles; and (e) bear sole responsibility for complying with Applicable Laws (and compliance with your own quality control policies, procedures and plans). By way of example, pursuant to the FCRA, ECOA, and other federal and state laws and regulations, you may be required to: (x) provide certain disclosures to Consumers, such as when you deny or unfavorably change the terms requested in a mortgage loan application or determine that a prospective mortgage loan applicant would not qualify for a loan or for a particular loan amount as a result of an analysis; (y) maintain records of certain data, including copies of CX Output; and/or (z) determine whether each cost relating to the origination of each residential mortgage loan is a “finance charge,” as that term is defined by TILA.  You bear sole responsibility for complying with those obligations, which in no event shall be considered imposed upon or shared by CreditXpert by virtue of your use of any Licensed Solution or any other materials provided by CreditXpert.   You will notify CreditXpert within three business days of notice of any actual or threatened civil, administrative or criminal litigation or enforcement matters regarding any alleged material violation by you of an Applicable Law in which your use of a Licensed Solution or any other materials provided by CreditXpert is or may become relevant.
    • 1.12.3 Prohibitions. You will not, and by written TOU will cause your End Users not to attempt or assist any third party to: (a) decompile, disassemble or otherwise reverse engineer any CX Asset; (b) attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of any CX Asset by any means; (c) modify, or create any derivative work based on, any CX Asset; (d) access any CX Asset in order to build a competitive product or service; (e) copy any ideas, features, functions or graphics of any CX Asset; (f) upload to the Platform or any Designated Endpoint or Solution, or use a Licensed Solution to send or store, any virus, worm, time bomb, Trojan horse or other harmful or malicious code, file, script, agent or program; (g) interfere with or disrupt the integrity or performance of any CX Asset; (h) attempt to gain unauthorized access to any CX Asset or related system or network; (i) perform penetration or load testing on the Platform or any Designated Endpoint, Licensed Solution, CreditXpert server, cloud or other CreditXpert infrastructure without the prior written consent of CreditXpert; (j) without the prior written consent of CreditXpert, conduct any benchmarking or comparative study or analysis involving any CX Asset for any reason or purpose except, to the extent necessary, to determine the suitability of Licensed Solutions to interoperate with the Customer System; (k) access blocked Solutions; (l) permit any third party to access any aspect of any CX Asset, except for End User access to Licensed Solutions or CX Outputs delivered to applicable Consumers, in accordance with sections 1 (Rights Granted to One Another) and 1.12.1 (Sharing CX Output with Consumers); (m) access any CX Asset from outside of the United States; (n) use any CX Asset to (i) send spam or otherwise duplicative or unsolicited messages in violation of any Applicable Laws, (ii) send infringing, obscene, threatening, libelous, or otherwise unlawful material, or (iii) run automated queries to web sites; or (o) frame, mirror, or otherwise incorporate any part of the Licensed Solutions into any other website or mobile application. Any use, reproduction or access to any CX Asset not in accordance with the terms of this TOU is prohibited. “CX Asset” means the Platform and any Designated Endpoint, Tool, Solution, or CX Output.

13 Our Shared Marketing Duties.

    • 1.13.1 Licensed Solution Branding. Each Licensed Solution, CX Output and component thereof, including any digital screen or printed page that provides, displays, promotes or uses any Content, CX Output or Licensed Solution, will and must remain exclusively branded using one or more CreditXpert logos or other marks as determined solely by CreditXpert. Without the prior written consent of CreditXpert, you will not: (a) move, resize, obscure, or otherwise alter any CreditXpert logo or mark; or (b) private label or otherwise include any of your trademarks or any other branding in connection with any Licensed Solution or CX Output. You have no ownership interest in any CreditXpert trademark.  You will not use, offer, provide, hold out, or represent Licensed Solutions, CX Outputs, CX Assets, or any component thereof, in a manner that creates a false impression that Licensed Solutions, CX Outputs, or CX Assets originate from you, or so as to deceive Consumers and the public or to cause confusion or mistake as to origin or affiliation of the Licensed Solutions, CX Outputs, or CX Assets.
    • 1.13.2 Customer Marks. You authorize CreditXpert to display your name and company logo as part of the Licensed Solution, CX Outputs and components thereof, or on its web site and marketing materials, in CreditXpert’s discretion. You agree to provide your approved logo to CreditXpert for this purpose. CreditXpert has no ownership interest in any of your trademarks.

1.14 Compliance with Laws.  You will conduct your business in conformity with Applicable Laws, which may include the FCRA, GLBA, and other laws governing data privacy or data protection.

1.15 Use by Banned Persons.  You will: (a) ensure that the Licensed Solutions are not used by any End User with whom persons and businesses in the USA are prohibited from doing business, including (i) any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, 15 C.F.R. 740 et. seq., (ii) any individual or entity which is included on the Specially Designated Nationals and Blocked Persons List (aka the SDN List) by the Office of Foreign Assets Control, and (iii) any individual or entity on a list of persons who have been subject to final removal and prohibition orders by a regulator in the banking industry; and (b) not take any steps to facilitate such use.

Data Security Safeguards

2.1 Information Security Program.  In your role as a financial institution, and CreditXpert’s role as a service provider to a financial institution, we will each maintain a comprehensive information security program with respect to NPI (“Security Program”) which includes administrative, technical, and physical safeguards designed to: (a) ensure the security and confidentiality of NPI; (b) protect against any anticipated threats or hazards to the security or integrity of NPI; (c) protect against, and promptly respond to, unauthorized access to or use of NPI that could result in substantial harm or inconvenience to any person; (d) implement and maintain an incident response program; (e) assist in the identification of persons who commit or attempt such actions and crimes; (f) ensure the proper disposal and/or destruction of NPI; and (f) meet or exceed the applicable objectives outlined in the Interagency Guidelines Establishing Standards for Safeguarding Customer Information (Appendix B to Part 30, 12 CFR Part 30) and the applicable implementing regulations.  If legally able to do so, each of us will promptly notify the other party of the nature and extent of any unauthorized access to NPI provided by the other party and that occurs while in our possession, and the corrective action taken in response.  Resources that do not handle NPI, such as Human Resources records, remain outside the scope of the standards set forth in this section (Data Security Safeguards).

 

2.2 Third Party Security Standards and Audit Report Disclosure Duties.  Each of us will : (a) align our respective Security Program, and maintain independent certified compliance of that Security Program,  with an industry security standard program such as the ISO/IEC 27001:2013 security management standard or the AICPA’s SOC2 Trust Services Criteria for Service Organizations (or any subsequent version or equivalent thereof); (b) conduct an annual penetration scan of the Platform (in the case of CreditXpert) and the environment from which Customer accesses the Platform (in your case); (c) conduct annual risk assessments to identify threats to our respective business or operations; and (d) upon written request of CreditXpert, promptly provide a copy of the then most current version of any applicable ISO or AICPA SOC 2 reports or the equivalent (“Audit Reports”) conducted by an independent auditor (or executive summary of the report) covering the Security Program, in accordance with the requested party’s internal policies governing the release of reports, and subject to the confidentiality provisions of this TOU.  In addition, upon request, CreditXpert will make current copies of its Audit Reports available to Customer’s regulators during the term.

2.3 Security Policy Requirements. Each of us will: (a) maintain written security policies within each of the security domains and topics listed below; (b) upon the written request of the other party, promptly provide a Security Program policy table of contents to prove that each security domain listed below is accounted for within the requested party’s Security Program; (c) annually update those policies; and (d) designate security roles and responsibilities.

Organizational / Corporate                                 Vulnerability Management

Incident Response                                                 Monitoring and Logging

Risk Management                                                  Physical and Environmental

Secure Configuration Management                 Data Classification and Handling

Asset Management                                               Protection of Privacy Information

Access Control                                                        Business Continuity and Disaster Recovery

Encryption and Cryptography                            Third Party Security Requirements

Network and Communications

2.4 Insurance Requirements.  During the term, each of us shall maintain at our own expense insurance of the types and in the amounts customary and reasonable with respect to the subject matter of this TOU, including commercial general liability, workers compensation and employer’s liability, commercial crime, cyber, business interruption and extra expense, and errors and omissions or similar professional liability insurance. Upon request, we will provide one another with information regarding our insurance coverage, including the carriers and amounts.  In the event that a party’s rating by any national rating organization is reduced below “A”, upon request of the other party, such party will provide a certificate of insurance coverage or a broker’s representation letter, corresponding to each policy, each of which shall contain an TOU by the issuing insurance company that the insurance will not be canceled or terminated without 30 days’ prior notice to the insured and the other party.

Miscellaneous Terms + Conditions

3.1 Notices. Any breach-related or indemnification-related notice permitted or required in this TOU must be sent by certified mail, return receipt requested, or by facsimile (followed by certified mail, return receipt requested) to the recipient address on the Order Form, or an alternative address as the recipient may supply in writing; this kind of notice is effective upon receipt.  All other notices, and invoices, may be made and are deemed delivered when the invoice or notice is first: (a) posted in the Standards Repository or a dashboard made available to Customer by CreditXpert; or (b) emailed to a Customer representative designated by Customer.

3.2 Governing Law, Venue. This TOU is governed by the laws of the State of Delaware. Any legal action between us that is related to or arises out of this TOU must be brought exclusively in the state or federal courts of the State of Delaware, but either party may enforce any judgment rendered by those courts in any court of competent jurisdiction.

3.3 Relationship of Parties. You will conduct all business in your name. Nothing in this TOU creates a relationship of agency, partnership, employment or joint venture. Neither of us has the right or power to act or bind the other party in any respect, nor to pledge its credit, or accept or receive any service of process or any other notices of any nature on behalf of the other.

3.4 Indemnification Conditions. Any obligation in this TOU to indemnify is conditioned upon the non-indemnifying party: (a) giving prompt notice of any claim to the indemnifying party, provided that failure to timely provide notice will not diminish the indemnifying party’s indemnification obligations except to the extent the indemnifying party’s ability to defend the claim is materially prejudiced by the failure or delay; (b) granting the indemnifying party prompt and complete control over the defense and/or settlement of the claim; and (c) reasonably cooperating with and assisting the indemnifying party in the defense or settlement of the claim. The indemnifying party has the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim without the prior consent of the indemnified party so long as the judgment or settlement does not impose any unreimbursed monetary or continuing non-monetary obligation on the indemnified party, does not contain an admission of guilt or liability, and includes an unconditional release of the indemnified party.

3.5 Assignment. Except as set forth in this section, you will not assign this TOU, or any of the rights or obligations hereunder, to another person without the express written consent of CreditXpert. CreditXpert may assign our rights and obligations to: (a) a purchaser of all or substantially all of the assets of the assigning party’s business, (b) a company into which the assigning party’s company is merged or consolidated, or (c) a Corporate Affiliate of the assigning party.  In the case of a permitted assignment: (i) the assigning party will provide notice within 30 days after the effective date of any assignment; and (ii) this TOU will be binding upon and inure to the benefit of the successor or assignee.

3.6 Interpretation; Severability. Headings used in this TOU are for convenience only and may not be considered when construing this TOU.  Any ambiguous provisions are not to be construed against either party.  In the event any portion of this TOU is held to be unenforceable or void by a court of law: (a) that portion will be deemed modified to the minimum extent necessary to make that provision consistent with Applicable Law and, in its modified form, that provision will then be enforceable and enforced; and (b) the remaining portions of this TOU will remain in full force and effect to the maximum extent permitted by law.  All rights granted in this TOU are non-exclusive; nothing in this TOU shall be interpreted to prevent CreditXpert from promoting or making its products and services available to any Person, directly or indirectly.

3.7 Attorneys’ Fees. Subject to sections 1.8.6 (Maximum Compensation) and 1.8.7 (Consequential Damages), in the event of any dispute between us, the prevailing party in any action based upon the dispute will be entitled to its reasonable attorneys’ fees and costs associated with the action.

3.8 Waiver. Failure by either of us to require compliance with any provision of this TOU will not constitute a waiver of that provision or any other provision on any other occasion. No waiver will be effective unless explicitly made in writing.

3.9 Force Majeure.  Except for payment obligations, neither of us will be deemed in default of this TOU to the extent that performance of obligations or attempts to cure any breach are delayed or prevented by reason of any event beyond our reasonable control (including any act of God, fire, earthquake, natural disaster, accident, pandemic, labor unrest, civil disobedience, acts of terrorism or act of government), provided that the affected party promptly gives the other party written notice (in any event, within five business days of discovery), and uses its best efforts to continue to perform or cure.  In the event of such a force majeure event, the time for performance or cure will be extended for a period equal to the duration of the force majeure event.

3.10 U.S. Government Restricted Rights. If you are an agency of the U.S. Government, the Solutions are made available with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government and parties acting on its behalf are subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and in subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR §52.227-19, as applicable.

3.11 Entire TOU. This TOU (including then-current information made available in the Standards Repository) is the entire TOU between us and supersedes any prior TOUs, understandings, communications or discussions, whether oral or in writing, in connection with the subject matter hereof. CreditXpert may modify all or any part of this TOU at any time by posting a revised version of the TOU on the CreditXpert Legal page. The modified terms are effective upon posting, and you agree to be bound by the modified TOU. It is your responsibility to check the CreditXpert Legal page regularly for modifications to these terms. Unless otherwise agreed to by the parties, no terms of conditions set forth on any order form, preprinted form or other document will add to or vary the terms and conditions of this TOU; all such terms or conditions are null and void.

Definitions

  • “Acceptable Use Policy” means CreditXpert’s then-current conditions for access to a CreditXpert platform, including any End User Portal and the Standards Repository.
  • “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
  • “Analytics” means the evaluation of Customer Data with respect to a prospective Consumer mortgage loan applicant, such as by: (a) assessing score change causation and impact; and (b) predicting possible future scores and changes.
  • “Applicable Laws” means all, national, regional and/or local regulations and laws to the extent the same apply to a party’s or any of its End Users’ activities hereunder.
  • “API Key” means an application program interface key provided for limited use in accordance with this TOU.
  • “Bureau” means one of the three main credit bureaus, namely Experian, Equifax or TransUnion.
  • “Bureau File” means a single Consumer Report about a particular Consumer generated by a Bureau; for clarity, a tri-bureau pull constitutes three separate Bureau Files. Availability of Licensed Solutions and CX Output is dependent on Bureau File availability.
  • “Business Hour” means a single hour during the applicable party’s then-current standard eight-hour workday, excluding weekends and U.S. federal holidays as observed.
  • “Corporate Affiliate” means any Person Controlling, Controlled by or under common Control with CreditXpert or you, as applicable; “Control” and its derivatives mean any entity (a) the legal, beneficial or equitable ownership, directly or indirectly, of 50% or more of the capital stock (or other ownership interest) of such entity ordinarily having voting rights or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity by contract or otherwise.   “Consumer” means a prospective, pre-qualification mortgage applicant of yours who has provided you with express, written authorization to obtain applicable Bureau Files, share them with CreditXpert, and analyze and evaluate the data in those Bureau Files.
  • “Customer” means you – the mortgage lender or mortgage originator which is the counterparty to CreditXpert in this TOU.
  • “Customer Data” means Bureau Files and all other information provided to CreditXpert by or on behalf of Customer in connection with the Licensed Solutions, support or any other services provided to Customer under this TOU.
  • “Customer Support” means providing you with guidance concerning: (a) ordinary use of a Licensed Solution; and (b) general use questions not addressed during training of your Designated Technical Representative(s). Customer Support does not include Technical Support or professional services.
  • “Customer System” means any computer, server, network, device, hardware, program, infrastructure, service or system, or combination thereof, used by Customer to access any Designated Endpoint, Licensed Solution or other component of the Platform.
  • “CX Output” means a credit-related analytical report, query or simulation about a Consumer based on one or more applicable Bureau Files and other data. CX Output may include one or more proprietary credit scores (each a “Score”), forecasts, comparisons, simulations, optimizations, plans and/or other explanations or analyses; in some cases, CX Output is Interactive CX Output. CX Output delivered to you is provided as a convenience only, and is intended, and may solely be made available to and used by, End Users (including applicable Consumer users) to the extent permitted in this TOU. Any liability resulting from an End User’s use of CX Output is solely your responsibility.
  • “Defect” means, as applicable: (a) any failure of a Licensed Solution to substantially perform in accordance with Specifications; or (b) any failure of a Customer System to substantially perform in accordance with its specifications.
  • “Designated Endpoint” means a website designated by CreditXpert. Designated Endpoints may differ based on type of CX Output or Licensed Solution, and whether a CX Output is intended for a Non-Production Environment or Production Environment.
  • “Designated Technical Representative” means a Customer employee who has sufficient training and experience with computer software engineering to (a) understand, diagnose and resolve first level support issues, including by using CreditXpert’s self-support resources available in the Standards Repository; (b) recognize and report second level support issues; and (c) work with CreditXpert’s support team to resolve those second level support issues.
  • “Discretion” means that a decision is in the sole and absolute discretion of the indicated party.
  • “Effective Date” means the date of the last signature or electronic consent to the Order Form, unless otherwise provided in the Order Form.
  • “End User” includes your Administrators, Managers, and Standard Users (as those terms are defined in the Standards Repository), and your Consumer users.
  • “End User Portal” means a services platform proprietary to CreditXpert and hosted by or on behalf of CreditXpert. Access to, and use of, an End User Portal is subject to CreditXpert’s then-current Acceptable Use Policy.
  • “Emergency Maintenance” means maintenance required: (a) on an emergency basis to address risks and threats that may result in further downtime if not addressed prior to the next Scheduled Maintenance, or (b) for legal compliance.
  • “GLBA” means the Gramm-Leach-Bliley Act of 1999, as amended.
  • “include(s)” or “including” means “include(s) without limitation” and “including without limitation,” respectively.
  • “Initial Term” means twelve months from the Effective Date, unless otherwise provided in the Order Form.
  • “Intellectual Property” means all rights in the following throughout the world: (a) patents, including any extensions, substitutions, registrations, confirmations, reissues, re-examinations, certificates, and renewals; (b) applications for patents, including for reissue, continuation, continuation-in-part, divisional, inter parties review, post grant review, and covered business methods; (c) copyrights in published and unpublished works (including any registrations, applications and renewals) and other rights of authorship; (d) trade secrets and other Confidential Information; (e) registered and unregistered trademarks, service marks, trade dress, including all associated goodwill, applications and registrations in any jurisdiction, including any extension, modification or renewal; (f) computer programs and other software, modules, routines, libraries, macros, scripts, portals, platforms, source code, object code, binary code, executable code, methodologies, algorithms, architecture, structure, software engines, display screens, utilities, user interfaces, layouts, development tools, instructions, templates, data formats, database management code, and databases; (g) all other intellectual property rights and proprietary rights; and (h) all copies and tangible embodiments of any or all of the foregoing in whatever form or medium.
  • “Interactive CX Output” means CX Output through which an End User may interact directly with CreditXpert, such as by changing inputs which, in turn, cause the CX Output to generate revised outputs. Reports in the form of Interactive CX Output are available for a maximum of 30 days after the profile date of the relevant Bureau File, regardless of the CX Output order date; Interactive CX Output ordered one or more days after an applicable profile date will have fewer than 30 days of availability.
  • “Non-Production Environment” means an environment that: (a) is used solely for testing in support of configuration, implementation or evaluation of new Licensed Solution functionality; (b) only processes simulated Bureau Files that do not identify, and are not reasonably capable of identifying, a particular person or household; and (c) has been identified to the other party as such.
  • “Person” means any natural person, limited liability company, corporation, partnership, proprietorship, association, trust or other legal entity.
  • “Production Environment” means an environment that uses actual Bureau Files.
  • “Scheduled Maintenance” means routine maintenance on a Licensed Solution or system that supports a Licensed Solution.
  • “Severity Level 1” and all other Severity Levels are defined in the Standards Repository.
  • “Specifications” means CreditXpert documentation (available in the Standards Repository), that describes the technical features and performance expectations of a Licensed Solution.
  • “Standards Repository” means a website or portal which CreditXpert makes available to your Designated Technical Representatives. Access to, and use of, the Standards Repository is subject to CreditXpert’s then-current Acceptable Use Policy. Any reference to guidelines, specifications, standards, documents or other information included in the Standards Repository means then-current information, subject to CreditXpert’s duty to notify you of any changes at least 30 days before changes are implemented.
  • “Technical Support” means, as applicable, either: (a) remote, second level technical support from CreditXpert to your Designated Technical Representative(s) regarding a Defect, or failure to meet the SLO, which affects your use of a Licensed Solution; or (b) first level technical support from you to an End User regarding a Defect, or failure to meet the SLO, which affects an End User’s use of a Licensed Solution (including authentication of End Users).
  • “Tools” has the meaning provided in the Introduction. Tools include applicable Content.

CreditXpert is not affiliated with or endorsed by Experian (EXP), TransUnion (TU), Equifax (EFX) or FICO. Unless otherwise specified, assessments of score change causation and impact, and any score change predictions are produced by CXI and not by FICO or any credit bureau.