FICO Marketplace Provider Agreement

This FICO Marketplace Provider Agreement (“Agreement”) is applicable to your access to and use of FICO^® Marketplace and constitutes a legally binding agreement between your organization (the “Provider”) and Fair Isaac Corporation (“FICO”). This Agreement governs Provider’s ability to publish, distribute, market and otherwise make available (“Publish”) Provider’s software, database(s), solutions and applications, via integration mechanisms and application programming interfaces (“APIs”) (each, a “Provider Offering”) on FICO Marketplace (defined below). FICO’s end-users (each, a “Client”) licensed to use FICO’s products on FICO Platform (“FICO Product Offering”) may access the FICO Marketplace and contract with Provider for the Provider Offerings. The “FICO Marketplace” is a platform where Provider can list and register its Provider Offerings to Clients in connection with a FICO Product Offering. 

FICO Marketplace automatically converts a Provider’s JSON API specifications into FICO Platform (each a “Connector Artifact”) which are used by Clients to simplify and speed up connection from FICO Platform to a Provider’s API. These connector artifacts include: i) A term library template which is a translation of a provider’s JSON schema into a FICO Platform formatted data schema. This data schema establishes all data a provider’s API uses for both receiving requests and returning responses; and ii) a normalized OpenAPI spec file that is used for setting up the mechanics of the API call (like path, method and request / response samples) from FICO Platform.

By indicating your consent to this Agreement by checking the box (or similar action) that is presented to you at the time you elect to first Publish a Provider Offering on FICO Marketplace, or by accessing or using FICO Marketplace, you acknowledge that you understand and agree to be bound by this Agreement and that you have authority to agree to these terms on behalf of Provider, and that Provider agrees to comply with all applicable laws and regulations when using FICO Marketplace. If you do not understand or agree to be bound by this Agreement on behalf of Provider, do not Publish a Provider Offering on FICO Marketplace and do not otherwise access or use FICO Marketplace. 

Provision of Provider Offerings; License Grants

Provider must obtain FICO’s approval in writing before making any Provider Offering available on FICO Marketplace.  FICO may approve or reject a Provider Offering, in whole or in part, for any reason in its sole discretion. If FICO approves a Product Offering for inclusion on FICO Marketplace, Provider grants a non-exclusive, worldwide, royalty-free license to: (i) Publish each such Provider Offering on FICO Marketplace; (ii) permit Clients to view, use, download, install and display each such Provider Offering; and (iii) use the trademarks, trade names, service marks and logos (“Marks”) of Provider in connection with the foregoing. As between Provider and FICO, Provider retains all intellectual property rights in and to Provider Offerings and the Provider Marks. 

FICO reserves all rights not expressly granted to Provider under this Agreement. Without limiting the foregoing reservation of rights, all intellectual property rights in FICO Product Offerings, FICO Marketplace and the FICO Marks, and in any other materials or know-how owned or developed in whole or in part by FICO or any of its affiliates, are retained exclusively by FICO and such affiliates. Provider agrees that FICO and its affiliates are free to use any ideas, concepts, techniques, materials and know-how arising from the operation of FICO Marketplace. 

Provider will not violate FICO intellectual property rights in its access to and use of FICO Marketplace and will strictly follow all use policies of FICO Marketplace as  made available by FICO to Provider . FICO grants Provider a non-exclusive license to use the FICO Marks approved in advance by FICO solely for the purpose of identifying Provider Offerings as being available on FICO Marketplace, and then only in the form and manner as set forth in FICO’s trademark usage guidelines for FICO Marketplace as made available by FICO to Provider.  Provider shall not register any trademark or domain name that is the same as or similar to any FICO Marks or to FICO Marketplace. Upon expiration or termination of this Agreement for any reason, Provider shall immediately cease all use of FICO Marketplace, FICO Marks and other materials of FICO made available to Provider under this Agreement or in connection with its use of FICO Marketplace. 

Provider Requirements and Restrictions

Provider acknowledges and agrees that it is solely responsible for Provider Offerings, including the security, development, operation, support and maintenance of the Provider Offerings, and that FICO has no responsibility or liability of any kind with respect to any aspect of the Product Offerings.  Without limiting the foregoing, Provider will be solely responsible for: (i) providing Clients instructions on the operation and use of the Provider Offerings; (ii) ensuring that Provider Offerings do not violate or infringe the intellectual property rights of any third party; (iii) ensuring that Provider Offerings do not violate any applicable law or regulation; and (iv) ensuring that Provider Offerings do not contain or introduce malicious software into FICO Marketplace. Provider will not make any false, inaccurate, or misleading claims or statements regarding the Provider Offerings or otherwise mislead Clients regarding any aspect of the Provider Offerings.

Provider must enter into a legally enforceable agreement with each Client accessing a Provider Offering including appropriate terms concerning data protection and data privacy (“Client Terms”), which agreement shall govern such Client’s access and use of such Provider Offering. Provider shall ensure that the Client Terms comply with applicable laws and regulations.

Provider will be solely responsible for handling and resolving any complaints about Provider Offerings from Clients and other third parties. Provider will ensure, through its Client Terms or otherwise, that Clients will be provided with access to support contact information. Failure to provide adequate support for Provider Offerings may result in removal from the FICO Marketplace.

FICO may review or test Provider Offerings for compliance with this Agreement and for suitability for Publication on FICO Marketplace. FICO retains sole and absolute discretion over what Provider Offerings are Published on FICO Marketplace and may suspend Publication of a Provider Offering for any reason, without notice. 

Provider must provide FICO with access to its API specifications for each API Provider is listing on the FICO Marketplace sufficient to allow FICO to generate FICO Platform pre-certified connectors and connector artifacts within the listing. Acceptable API specification formats include OpenAPI spec files and Postman Collections with other supporting artifacts. Other formats will be considered on a case by case basis and may be utilized by Provider if approved by FICO in writing. 

Fees and Payment Terms

Fees. Provider will pay the fees set forth in Schedule A to this Agreement. 

Invoices and Payment Terms. Provider must pay all fees, charges, and expenses within 30 days of the date of the invoice. All amounts are payable in US Dollars in accordance with the instructions provided in the invoice or other instructions provided by FICO. Without prejudice to its other rights and remedies, if FICO does not receive any payment within 30 days from the date it is due, FICO may assess a late payment charge on the unpaid amount at the rate of 1.5% per month or the highest rate allowed under applicable law, whichever is less. In addition, FICO may terminate this Agreement, including Provider’s access to the FICO Marketplace and any licenses granted to Provider herein, but not until FICO has given Provider written notice, and the amount remains unpaid 30 days after FICO gives such notice. Provider shall reimburse FICO for all reasonable costs related to any proceedings to collect any past-due amounts, or to enforce its rights under this Agreement, including without limitation attorneys' fees and expenses. All amounts are payable in US Dollars and must be paid by Provider to FICO regardless of whether Provider has received payment from any applicable Client. Except as otherwise expressly provided, no refunds are available.

Price Adjustments. 

All fees and charges due under this Agreement may be reviewed and adjusted by FICO from time to time. FICO will provide written notification of any pricing adjustments at least 60 days in advance. Such fee adjustments will be applied to the first billing period (annual or quarterly, as applicable) following the expiration of the 60-day notice period.

Taxes and other Charges. All charges under the Agreement are stated exclusive of any applicable Taxes, and Provider will be solely responsible for, and shall pay or reimburse FICO for, all Taxes. “Taxes” means all present and future taxes, duties, import deposits, assessments, and other governmental charges (and any related penalties and interest not attributable to the fault or delay of FICO), however designated, that are now or hereafter imposed by or under any governmental authority or agency that are: (i) associated with the performance by FICO of its obligations under the Agreement; (ii) associated with the payment of any amount by Provider to FICO pursuant to the Agreement; (iii) based on the license or use of the FICO Marketplace; or (iv) associated with the utilization of the FICO Marketplace within any country other than the country in which FICO is located, excepting only (a) FICO’s corporate franchise taxes and taxes imposed on FICO’s net income by the governmental authorities or agencies in any jurisdictions in which FICO is required to pay those taxes; (b) withholding, employment, and payroll taxes relating to FICO’s employees; and (c) personal property taxes on FICO property. To the extent Provider is required to withhold income taxes on any payment made to FICO pursuant to applicable tax law, Provider may withhold such tax to the extent such tax (a) does not exceed the appropriate withholding amount applicable under relevant tax treaties and (b) qualifies as a creditable foreign tax by the governmental authority or agency in the jurisdiction in which FICO is located. Provider agrees to send the appropriate certified tax receipt to FICO promptly upon payment of such tax. If a certified tax receipt issued by the taxing authority evidencing such payment and suitable for FICO to obtain a tax credit in its home jurisdiction is not received by FICO within 30 days after the date of the invoice, Provider will be responsible for paying the full invoice amount.

Verification and Audit Rights. Provider shall maintain adequate books, records, and accounting practices and systems that will allow proper calculation, documentation and reporting of payments due to FICO under this Agreement, and that will facilitate auditing of those books, records, systems and Provider’s use of the FICO Marketplace and Provider’s provision of. 

Within 10 days of the start of the first full month following the three-month anniversary of the Effective Date, and every quarter thereafter while this Agreement remains in effect, Provider shall provide FICO with a written report certified by an authorized officer of Provider that provides: transactional data, usage metrics, and such other information reasonably required by FICO, to verify the nature and extent of Provider’s use of the FICO Marketplace, and  to verify that Provider is complying with the terms of the Agreement.

Operation of FICO Marketplace

Provider acknowledges and agrees that FICO may, at its sole discretion, do any of the following, at any time, for any reason or no reason, with or without prior notice, and without liability: (i) refuse, restrict, modify, suspend, or terminate operation of or Provider’s access to FICO Marketplace, or any portion of FICO Marketplace; (ii) modify or change FICO Marketplace, or any portion of FICO Marketplace; (iii) interrupt the regular operation of FICO Marketplace, or any portion of FICO Marketplace, as necessary to perform routine or non-routine maintenance, to correct errors, or to make other changes to FICO Marketplace; and (iv) remove one or more Provider Offerings from being made available for access on FICO Marketplace.

Confidential Information

If either party makes available to the other party any information that is marked as confidential or proprietary or that ought to be reasonably identifiable as confidential or proprietary (“Confidential Information”), the recipient shall use such Confidential Information solely for the FICO Marketplace purpose for which it was disclosed (as specified by the party) and shall not disclose such Confidential Information to any third party. Recipient shall use the same degree of care, but no less than a reasonable degree of care, to protect against the unauthorized disclosure and use of the Confidential Information as it uses to protect its own confidential information of a similar type. Recipient shall not remove any confidentiality or proprietary notices from the Confidential Information.  Both parties acknowledge that the remedies at law available for the protection of Confidential Information or intellectual property may be inadequate, and, without limiting any rights available at law, both parties are entitled to injunctive relief for any breach of this Agreement relating to the protection of its Confidential Information or intellectual property. If Provider provides FICO with comments, suggestions or other input regarding the FICO Marketplace or any FICO Product Offering, Provider grants FICO an unrestricted, worldwide, royalty-free right to use those comments, suggestions, or other input for any purpose and in any manner, and to authorize others to do so.

Allocations of Risk

The following allocations of risk reflect FICO’s limited oversight of the Provider Offerings or their contracted use with Provider’s End Users. When content or data or results of a Provider Offering is received from Provider to End User on FICO Platform FICO considers the Provider Offering to be Client’s data and FICO’s obligations, protections and assumption of risk are agreed to between FICO and Client.  

Representations and Warranties

Provider represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) it has the power and authority to enter into and perform all its obligations under this Agreement; (iii) before Publishing any Provider Offering on FICO Marketplace, Provider will have obtained the rights necessary to Publish the same and to exercise its rights and perform its obligations under this Agreement; (iv) no Provider Offering will violate any applicable law or regulation, contain any defamatory material, or infringe, misappropriate, or violate a third party’s intellectual property or rights of publicity or privacy; and (v) no Provider Offering will contain any viruses, spyware, “Trojan horses,” or other “malware” or harmful code.

FICO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR GUARANTEES WITH RESPECT TO FICO MARKETPLACE OR PROVIDER’S ABILITY TO PUBLISH PROVIDER OFFERINGS ON FICO MARKETPLACE. PROVIDER UNDERSTANDS AND AGREES THAT USE OF FICO MARKETPLACE IS AT ITS OWN RISK AND THAT FICO PROVIDES FICO MARKETPLACE ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS, FICO EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. FICO DOES NOT GUARANTEE FICO MARKETPLACE WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS OR THAT DATA LOSS WILL NOT OCCUR. IN PARTICULAR, OPERATION OF FICO MARKETPLACE MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES, AND FICO DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS.

Indemnification

Provider agrees to defend, indemnify, and hold FICO, its suppliers, clients, subsidiaries, joint ventures, and third-party service providers, and its and their respective employees, contractors, agents, officers, and directors, harmless from and against any and all loss, liability, claims, damages, costs and expenses (including reasonable attorneys' fees) that arise out of or are related to: (i) Provider’s breach of this Agreement or its use or misuse of FICO Marketplace or violation of any rights of a third party; (ii) any Provider Offering or the acts or omissions of Provider in connection with any Provider Offering or FICO Marketplace, including any allegation that a Provider Offering infringes or misappropriates any copyright, trademark, trade secret, patent or other intellectual property right of any third party; (iii) any dispute between Provider and any Client or other third party, including with respect to any Provider Offering or the Client Terms; and (iv) claims related to unauthorized disclosure or exposure of personally identifiable information, private health information or other private information that Provider or Clients utilizing a Provider Offering provide to or access through FICO Marketplace, including any Client Data. 

Limitation of Liability

IN NO EVENT WILL FICO BE LIABLE UNDER ANY THEORY OF RECOVERY (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT AND STRICT LIABILITY) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOSS OF DATA, USE, GOODWILL, INCOME, PROFIT OR SAVINGS) OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR ANY OTHER LOSS INCURRED BY PROVIDER IN CONNECTION WITH THIS AGREEMENT, FICO MARKETPLACE, OR PROVIDER’S ABILITY TO PUBLISH PROVIDER OFFERINGS, EVEN IF FICO HAD BEEN ADVISED OF THE POSSIBILITY OF THOSE TYPES OF DAMAGES OR EVEN IF THOSE TYPES OF DAMAGES WERE REASONABLY FORESEEABLE. SUBJECT TO THE PRECEDING SENTENCE, AND SAVE IN RESPECT OF ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF FICO AND ITS AFFILIATES FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, UNDER ANY AND ALL THEORIES OF LIABILITY (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT AND STRICT LIABILITY), WILL NOT EXCEED FIVE HUNDRED DOLLARS ($500). 

Data Protection and Client Data

Provider must obtain all necessary rights, permissions, and consents from Clients and individuals for Provider’s access, collection, storage, transmission, treatment, use, disclosure, sharing, and other processing of Client Data, and will ensure that all such processing complies with Provider’s Client Terms, Client Facing Privacy Policy, and all applicable laws. FICO shall not be liable for, or have any responsibility in connection with, Client Data processed by the Provider or any Provider Offering, and such activities with regard to Client Data are not in any way by or on behalf of FICO.

Provider may use Client Data to communicate directly with Clients only where required by applicable law or as consented to or requested by the Client pursuant to the Client Terms. Provider may not send marketing messages to Clients within any user experience on or through FICO Marketplace without FICO’s express written consent.

Provider must ensure Clients agree to the Client Terms. Additionally, Provider must provide a clear, complete, and conspicuous Client Facing Privacy Policy that notifies Clients (i) how Provider accesses, collects and processes Client Data, (ii) with whom Provider shares Client Data, (iii) in which country or countries the Client Data will be stored and (iv) that the Provider (not FICO) is responsible for Provider’s processing of Client Data, along with other disclosures required by applicable laws. Provider must comply with the terms and conditions of its Client Facing Privacy Policy, and promptly notify Clients and FICO of any material changes to it. 

Provider must use industry-standard security measures appropriate for all Client Data and Provider’s processing activities, adequate to preserve Client Data’s confidentiality and security and comply with all applicable laws. Provider will also comply with any security, coding practices, authentication, encryption, or other industry standard requirements for Provider Offerings. Provider agrees to remediate all security vulnerabilities identified to Provider by FICO or Clients within expedited timeframes.

Provider represents and warrants that it will (i) comply with applicable data protection laws; and (ii) abide by the requirements of European Economic Area and Swiss data protection laws regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area, United Kingdom, and Switzerland. All transfers of Personal Data to a third country or an international organization will be subject to appropriate safeguards as described in the General Data Protection Regulation.

Term and Termination

This Agreement will continue in effect until terminated by either party as set forth below. Either party may terminate this Agreement for any reason upon thirty (30) days written notice. Notwithstanding anything to the contrary in this Agreement, immediately upon notice to Provider, FICO may terminate this Agreement  under the following circumstances: (i) FICO ceases to operate FICO Marketplace; (ii) Provider violates or breaches any term of this Agreement and fails to remedy such violation within thirty (30) days’ notice from FICO; or (iii) FICO determines (in its discretion) that Provider’s participation in FICO Marketplace could result in legal or business liability to FICO or any third party or otherwise harm FICO Marketplace, other FICO Marketplace providers, or Clients. Upon termination of this Agreement for any reason, Provider shall immediately cease using FICO Marketplace, FICO will promptly remove Provider’s API listings from the FICO Marketplace, and Provider will have no further access to or ability to participate in or receive the benefits of FICO-provided marketing activities related to the FICO Marketplace. All provisions of this Agreement that by their nature should survive termination will so survive.

Effect of Termination.   

In the event the Agreement is terminated per the above (except by FICO under (i) (ii) or (iii) above), the parties will work together to ensure minimal disruption to existing Client’s which include providing continued access to Provider Offerings for up to six months following termination. 

Export Controls; Government Sanctions. Provider represents and warrants that neither Provider nor any of its parents, subsidiaries or affiliates, or any director, officer, employee, or agent of Provider or any of its parents, subsidiaries or affiliates, currently is a person or entity who is, or is directly or indirectly owned or controlled by a person or entity who is, a Restricted Party or located, organized, or resident in a Restricted Jurisdiction. Provider shall promptly notify FICO upon becoming aware that Provider or any of its parents, subsidiaries or affiliates, or any of its or its parents’, subsidiaries’ or affiliates’ directors, officers, employees, or agents, is or becomes a Restricted Party or located, organized, or resident in a Restricted Jurisdiction, or is or becomes directly or indirectly owned or controlled by any person or entity who is a Restricted Party or located, organized, or resident in a Restricted Jurisdiction. Provider shall maintain a process for identifying such persons or entities who are Restricted Parties or located, organized, or resident in Restricted Jurisdictions. For purposes of this Section: “Restricted Jurisdiction” means any country or territory that is, or whose government is, the target of economic or trade sanctions or embargos by the governments of the U.S. (including the Office of Foreign Assets Control of the US Treasury Department (OFAC), the Bureau of Industry and Security of the US Commerce Department (BIS), or the U.S. State Department), the United Kingdom (including the Office of Financial Sanctions Implementation (OFSI)) regulators), the European Union or its member states (including the European Commission), or, as applicable, sanctions or embargos by governments of other countries; and “Restricted Party” means any person or entity designated on any sanctions list maintained by the governments of the U.S. (including OFAC, BIS, or the US State Department), the United Kingdom (including OFSI), the EU or its member states (including the European Commission) or the government of any other country.

Import Licenses. Provider is responsible for obtaining all licenses, permits, clearances or approvals that may be required to Publish Provider Offerings on FICO Marketplace or deliver them to the country of designated delivery. At FICO’s request, Provider shall provide FICO copies of all relevant import documentation relating to Provider Offerings published on FICO Marketplace. 

Relationship of the Parties. The relationship between the parties is that of independent contractors. This Agreement is not to be construed as creating any partnership, joint venture, agency or any other form of legal association that would impose liability upon one party for the act or failure to act of the other party. 

Marketing. 

(a) Marketplace Materials. Provider grants FICO a non-exclusive license to use Provider's name, trademark(s), logo(s), product descriptions, and any other content submitted by Provider for its marketplace listing ("Listing Materials") in connection with: (i) Provider's listing in the FICO Marketplace catalog; (ii) FICO's internal and external marketing materials promoting the FICO Marketplace generally; and (iii) FICO's website and promotional materials regarding the availability of FICO Marketplace to other customers and prospects.

(b) Specific Marketing Campaigns. For any press releases, marketing campaigns, or other promotional materials where FICO creates original content that specifically features or mentions Provider (beyond general marketplace promotion), FICO shall obtain Provider's prior written consent, which consent shall not be unreasonably withheld or delayed.

(c) Provider Control. Provider may update or modify its Listing Materials at any time through the FICO Marketplace platform, and such changes will be reflected in FICO's use of such materials going forward.

No Waiver. No delay or omission by either party in exercising any right under this Agreement will be construed as a waiver of that right. Even if either party waives a breach or default under this Agreement, that party is not deemed to have waived any later or similar breach or default. No waiver will be effective unless in writing and signed by the party waiving the right. 

Governing Law. This Agreement will be governed by, construed and enforced in accordance with the laws of the State of New York. For any suit, action, or proceeding arising out of this Agreement, Provider irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of New York.  

Assignment; Delegation

Provider may not assign, delegate or otherwise transfer any rights or obligations under this Agreement without FICO’s prior written consent. Any unpermitted assignment is void. FICO may assign its rights and obligations under this Agreement to any of its affiliates or in connection with a merger, reorganization, acquisition, divestiture or other transfer or sale of any portion of its business or assets, and FICO has the right to (i) delegate the performance of the Agreement, in whole or in part, to FICO affiliates in any jurisdiction worldwide; and (ii) disclose to those FICO affiliates any data or other information received from, on behalf of, or through Provider that FICO deems appropriate for the performance of the delegated activities. 

Force Majeure. Notwithstanding anything to the contrary in this Agreement, neither party will be deemed to be in default of any provision of the Agreement for any delay, error, failure, or interruption of performance due to any act of God, terrorism, war, insurrection, riot, boycott, strike, or other labor or civil disturbance, interruption of power service, interruption of communications services, problems with the Internet, epidemic, pandemic, act of any other person not under the control or direction of either party, or other similar cause; provided, however that the party subject to any of the foregoing force majeure events shall give the other party written notification of a resulting material or indefinite delay and will use reasonable efforts to perform its obligations under the Agreement as soon as practicable. 

Corrupt Practices. Provider shall comply with the U.S. Foreign Corrupt Practices Act (“FCPA”) and applicable anti-bribery and corruption laws of other counties. Provider represents that, in connection with this Agreement, neither it nor anyone acting on its behalf has made or agreed to make any payment, gift, or other consideration, directly or indirectly, to or for the benefit of anyone: (i) who is a director, officer, employee, shareholder, or agent of Provider or (ii) who is in any manner connected with, any government or governmental entity or (iii) who is an officer, agent, or employee of a political party or (iv) who is a candidate for political office; where such payment, gift, or other consideration would be illegal under the applicable laws of the United States or any other country. The foregoing is a continuing representation, and, in addition to any other remedies FICO has, any failure of this representation to be true at any time is grounds for immediate termination of this Agreement by FICO.

Construction; Severability. This Agreement is not to be more strongly construed against either party, regardless of who is more responsible for its preparation, and nothing in this Agreement is to be deemed to create any right or benefit in any person not a party to this Agreement. Provider shall cause authorized and permitted affiliates to comply with all terms and conditions of this Agreement. If any provision of this Agreement is held to be unenforceable, unlawful, or invalid in any respect, then that provision will be deemed ineffective only to the extent of the illegality or invalidity, without invalidating the remainder of that provision or any of the remaining provisions of this Agreement. The Article and Section headings in this Agreement are for reference only, and do not form part of this Agreement. 

Modifications. Provider acknowledges and agrees that FICO may modify the terms of its Marketplace program as reflected in this Agreement and applicable generally to all Providers (a “Modification”). All Modifications shall be communicated through FICO Marketplace or through a form of direct communication from FICO to Provider. Provider shall, within thirty (30) days from the date of first notice of any Modification(s) (or such shorter period of time specified in the notice of the Modification(s)) (the “Conformance Period”) comply with such modification(s). FICO shall have no liability of any kind to Provider or any Client with respect to such Modifications or any adverse effects resulting from such Modifications. Provider’s continued access to or use of Marketplace following the Conformance Period shall constitute binding acceptance of the Modification(s).

Entire Agreement. This Agreement represents the complete agreement of the parties with respect to its subject matter and supersedes, with respect to such subject matter, all prior or contemporaneous agreements, proposals, understandings, representations, conditions, and communications (oral or written), as well as the terms of all existing and future purchase orders and acknowledgments. 

SCHEDULE A

FEES

Provider will pay the following fees for access to and participation in the FICO Marketplace:

(a) Annual Access Fee. $2,500 USD per year. 

If Provider executes this Agreement on or before January 1, 2026, the first Annual Access Fee will be invoiced on January 1, 2026. If Provider executes this Agreement after January 1, 2026, the Annual Access Fee will be invoiced on the Effective Date of the Agreement and each anniversary thereof while the Agreement remains in effect.

(b) Quarterly Active Connection Fee. Subject to Section (c) below, $1,000 USD per Active API Connection per Client, billed quarterly in arrears. An “Active API Connection” means a Provider API connection accessed by a Client through the FICO Platform for at least one successful API invocation in a given quarterly billing period. Active API Connections include existing connections between Provider and Clients who invoke Provider’s API from FICO Data Orchestrator, FICO Marketplace or any other means through which Clients can access Provider’s API from the FICO Platform. 

(c) Promotional Period and Fee Agreement. The fees set forth in paragraph (b) of this Schedule A will not be binding or invoiced to Provider during the period ending September 30, 2027 (the "Promotional Period"). 

(d) Sample Invoices. During the Promotional Period, FICO shall deliver Provider reports setting forth the number of Active API Connections and the corresponding fee calculations based on the rates set forth in Section (b). Such reports will be in the form of sample invoices and are intended solely to illustrate the potential application of the Quarterly Active Connection Fee structure.