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

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

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

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 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.

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 this Agreement.

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.

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