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KREDITIQ CLIENT MASTER TERMS

BY CLICKING/CHECKING “I AGREE,” EXECUTING AN ORDER FORM, OR ACCESSING THE KREDITIQ PLATFORM OR WEBSITE, CLIENT AGREES TO BE BOUND BY THESE CLIENT MASTER TERMS OF SERVICE AND ALL EXHIBITS, ORDER FORMS, AND POLICIES INCORPORATED HEREIN (COLLECTIVELY, THE “AGREEMENT” OR “MASTER TERMS”).

These Master Terms govern Client’s use of the KreditIQ Platform and related Services.
If Client enters into an Order Form referencing these Master Terms, the Order Form shall be incorporated and govern any conflicting terms related to the specific Services procured.

These Master Terms are effective as of the date of Client’s acceptance (the “Effective Date”).

1. Definitions

Unless otherwise specified in an applicable Order Form, the following terms apply:

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party.

“Authorized Representative” means any person authorized to act for a party, including signatories on the Order Form or individuals designated as administrators.

“Business Information” means non-public information, trade secrets, data, software, technical know-how, client lists, and any other proprietary business material disclosed under this Agreement.

“Client” means the business entity executing an Order Form or registering online for KreditIQ Services.

“Client Data” means any data, documents, or materials submitted, transmitted, or uploaded by Client or its Users into the KreditIQ Platform.

“Client User” means a named individual authorized by Client to access the Services under Client’s account and assigned unique credentials.

“Confidential Information” includes Business Information and Personally Identifiable Information (“PII”) disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”).

“Force Majeure Event” means any event beyond a party’s reasonable control (including natural disasters, cyberattacks, power or Internet outages, pandemic, or acts of government).

“Order Form” means a written or electronic ordering document specifying the Services, Subscription Term, and fees.

“Personally Identifiable Information (PII)” means any data that identifies or can be used to identify an individual and is protected by applicable privacy laws, including GLBA.

“Platform” or “KreditIQ Platform” means KreditIQ’s AI-native SaaS application, decisioning engine, APIs, and related systems.

“Services” means the Platform and any implementation, integration, or support services described in an Order Form.

“Subscription Plan” means the subscription level or tier selected by Client under an Order Form.

“Subscription Fee” means recurring charges for use of the Platform or related Services.

“Term” means the initial and renewal periods during which Services are provided, as defined in the applicable Order Form.

“User” means any Client User or external participant (e.g., borrower, broker, or vendor) granted limited access by Client or KreditIQ.

2. Services and License Grant

(a) License.
Subject to Client’s compliance with these Master Terms, KreditIQ grants Client a limited, non-exclusive, non-transferable license to access and use the KreditIQ Platform for Client’s internal business purposes during the Term.

(b) Restrictions.
Client shall not, and shall not permit any third party to:

  • Copy, modify, or create derivative works of the Platform or its components;
  • Reverse engineer, decompile, or attempt to derive source code, models, or decisioning logic;
  • Circumvent usage limits or security controls;
  • Use the Platform to build a competitive product or service;
  • Sublicense or resell access to any third party.

KreditIQ retains all intellectual property rights in the Platform, Services, AI models, and enhancements.

(c) Hosting.
KreditIQ will host and operate the Platform in a secure, cloud-based environment with redundancy and failover per its BCDR Plan.

(d) Beta Features.
From time to time, KreditIQ may offer Beta or early-access features for testing. Beta features are provided “AS IS” without warranty or SLA and may be modified or discontinued at any time.

3. Payment Terms

(a) Fees.
Client shall pay all fees as set forth in the Order Form. Fees are non-cancelable and non-refundable except as expressly stated herein.

(b) Invoices and Payment.
Unless otherwise stated, all invoices are payable in U.S. dollars within 30 days of the invoice date. Late payments accrue interest at 1.5% per month or the maximum legal rate.

(c) Taxes.
Fees exclude taxes; Client is responsible for all applicable taxes except those on KreditIQ’s income.

(d) Annual CPI Adjustment.
Subscription Fees may be increased annually by the U.S. Consumer Price Index (CPI) for All Urban Consumers, capped at 10% per year.

4. Term and Termination

(a) Term.
Each Order Form commences on its Effective Date and continues for the period stated (“Initial Term”).

(b) Renewal.
Unless otherwise noted, subscriptions automatically renew for successive terms equal to the Initial Term, unless either party provides written notice of non-renewal at least 30 days prior to the expiration of the current Term.

(c) Termination for Cause.
Either party may terminate this Agreement for material breach if the other party fails to cure within 30 days after written notice.

(d) Early Termination by Client.
If Client terminates without cause during a Term, Client shall pay all remaining Subscription Fees for the then-current Term as liquidated damages.

(e) Effect of Termination.
Upon termination, Client’s access to the Platform will cease, and KreditIQ will delete Client Data per its Data Retention and Disposal Policy, unless otherwise required by law.

5. Confidentiality

(a) Obligations.
Each party shall maintain the confidentiality of the other’s Confidential Information, using the same degree of care as it uses to protect its own. Confidential Information may be used solely to perform obligations under this Agreement and disclosed only to Representatives with a need to know.

(b) Exclusions.
Information is not Confidential if it is: (i) publicly known without breach; (ii) independently developed without use of the other party’s information; or (iii) lawfully obtained from a third party.

(c) Security Incidents.
Each party will notify the other of any confirmed Security Incident involving the other’s Confidential Information within 72 hours of discovery and cooperate to mitigate harm.

(d) Return or Destruction.
Upon termination, each party will return or securely destroy Confidential Information, except to the extent retention is required by law or internal record-retention policy.

6. Client Data and Ownership

(a) Ownership.
Client retains ownership of all Client Data. KreditIQ may process Client Data solely to provide Services and improve its systems.

(b) License.
Client grants KreditIQ a limited, non-exclusive license to host, process, and analyze Client Data as necessary to deliver Services, perform maintenance, and generate aggregated or de-identified analytics.

(c) Aggregated Data.
KreditIQ may use de-identified and aggregated data derived from Client Data to improve algorithms, reporting, and risk modeling. Such data will contain no identifiable Client or borrower information.

(d) Compliance.
Client represents it has obtained all required authorizations to provide Client Data and that such use complies with applicable law, including GLBA, FCRA, and privacy regulations.

7. Security and Compliance

(a) KreditIQ maintains a Zero-Trust Security Framework including:

  • Multi-factor authentication and least-privilege access controls.
  • Encryption of data in transit (TLS 1.3) and at rest (AES-256).
  • Continuous monitoring, vulnerability management, and annual penetration testing.
  • SOC 2 Type II and GLBA-aligned safeguards.

(b) KreditIQ shall notify Client promptly of any material data breach affecting Client Data and comply with applicable breach-notification laws.

(c) Client is responsible for managing and protecting its own credentials, access privileges, and compliance obligations related to its use of the Platform.

8. Representations and Warranties

(a) Mutual Warranties.
Each party represents it has full authority to enter this Agreement and will comply with all applicable laws.

(b) KreditIQ Warranties.
KreditIQ warrants that the Services will perform materially in accordance with the documentation and that it will use commercially reasonable efforts to correct any reproducible errors.

(c) Disclaimer.
EXCEPT AS EXPRESSLY STATED HEREIN, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF ANY AI-GENERATED OUTPUTS.

Client acknowledges KreditIQ does not make credit decisions and that Client is solely responsible for all lending determinations.

9. Indemnification

(a) By KreditIQ.
KreditIQ will indemnify and defend Client from third-party claims alleging that Client’s authorized use of the Platform infringes a U.S. patent, copyright, or trademark. KreditIQ’s obligations do not apply if the claim arises from Client Data, misuse, modification, or use with third-party products not supplied by KreditIQ.

(b) By Client.
Client will indemnify and hold KreditIQ harmless from third-party claims arising out of (i) Client’s misuse of the Platform, (ii) violation of law, (iii) breach of this Agreement, or (iv) any lending or credit decision made by Client using the Platform.

(c) Procedure.
The indemnified party must give prompt written notice, allow control of the defense, and provide reasonable cooperation.

10. Limitation of Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS:

  • NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR DATA.
  • EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO KREDITIQ IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Non-Solicitation

During the Term and for two (2) years thereafter, neither party shall solicit employment of the other’s personnel directly involved in the performance of this Agreement without prior written consent.

12. Force Majeure

Neither party will be liable for failure or delay in performance caused by a Force Majeure Event.
Client’s obligation to pay accrued fees is not excused by Force Majeure.

13. Governing Law and Dispute Resolution

(a) Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law rules.

(b) Arbitration.
Any dispute arising out of or relating to this Agreement shall be finally settled by binding arbitration administered by JAMS in accordance with its Commercial Arbitration Rules. The arbitration shall occur in Wilmington, Delaware, before a single arbitrator experienced in SaaS or financial technology contracts.

Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief for unauthorized use or disclosure of Confidential Information.

(c) Time Limitation.
Any claim must be brought within one (1) year after the cause of action accrues.

14. Miscellaneous

  • Assignment. Client may not assign or transfer this Agreement without KreditIQ’s prior written consent.
  • Entire Agreement. This Agreement (including incorporated exhibits and Order Forms) constitutes the entire agreement and supersedes all prior agreements or representations.
  • Amendments. Any modification must be in writing and signed by both parties.
  • Severability. If any provision is held invalid, the remainder remains enforceable.
  • Notices. All notices shall be in writing and sent via email or certified mail to the addresses listed on the applicable Order Form.
  • Publicity. With Client’s prior consent, KreditIQ may list Client’s name and logo in marketing materials identifying Client as a KreditIQ customer.
  • Export Compliance. Client agrees to comply with U.S. export and sanctions laws.

15. Order of Precedence

In the event of a conflict:

  • The Order Form (specific terms),
  • These Master Terms, then
  • The End User Agreement and Privacy Policy shall apply in that order of precedence.

Contact

KreditIQ, Inc.
Attn: Legal Department
Email: legal@kreditiq.ai
Website: www.kreditiq.ai

Last Updated: October 4, 2025