Rapid Ratings International

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Customer Terms of Service

FHR Network Customer Use Agreement

Customer wishes to purchase distribution credits to allow distribution of its FHR® in accordance with the terms of this Agreement to the Designated Distributee(s) (to be subsequently identified through the Distribution Submission Form) for a period of one (1) year (the “Distribution Fee”).  A “Designated Distributee” is a single recipient who receives Customer’s FHR® at Customer’s direction.

Subject to the terms and conditions of this Agreement and in consideration of Customer’s timely payment of the Distribution Fees described on the FHR Network ecommerce site, Rapid Ratings hereby grants Customer’s designee a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to the proprietary Confidential Information provided in the FHR®.  Customer’s right to designate a Designated Distributees extends only to the number of Designated Distributees described in the selected bundle of Distribution Credits.  Customer shall have the right to increase the number of Designated Distributees by providing Rapid Ratings with written notice and paying the applicable fees, as set forth on the FHR Network ecommerce site. 

Except for the rights expressly granted under this Agreement, Rapid Ratings owns all intellectual property rights, and all other rights, title, and interest in and to the FHR®.  No right or license will be implied by estoppel or otherwise, other than the rights and licenses expressly granted in this Agreement.  Without limitation, Customer shall not, and shall not permit any third party that is not a Designated User to:  (a) access the FHR® in a manner not expressly permitted by this Agreement; (b) copy, reproduce, distribute, publish, or otherwise make available copies or extracts in any medium of the FHR®; (c) use the FHR® in a manner not expressly permitted by this Agreement; or (d) sublicense its rights hereunder except as specifically authorized to the Designated Distributees.

Rapid Ratings hereby reserves the right to refuse to distribute the FHR® to any third party at its sole discretion and for any reason whatsoever.  In the event that Rapid Ratings so refuses, it shall give Customer prompt written notice thereof.

 

Financial Submission and Confidentiality Agreement

Customer understands and agrees that Rapid Ratings will be collecting financial information from Customer in order to produce a Financial Health Rating (FHR®).  This information is referred to herein as “Confidential Information”. Such information shall be held in strict confidence in accordance with the terms herein provided. “Confidential Information” means all information regarding a party’s business or affairs, including without limitation, business plans and concepts, the FHR®, product ideas and specifications, marketing concepts and methodologies, financial information and projections, processes, methods, systems, know-how, devices, formulas, prices, customer lists, methods of operation or other information, whether in oral, written or any other form, designated as confidential or that is disclosed under circumstances such that a reasonable person would know it is confidential. “Confidential Information” does not include information that: (i) is or becomes publicly known through no fault of a party; (ii) has been approved for release by written authorization of the originating party; (iii) has been disclosed pursuant to a requirement of a government agency or of law; or (iv) was rightfully known by a party with no obligation of confidentiality.

Except as provided herein, each party shall hold all Confidential Information received from the other in strict confidence and shall not disclose any such Confidential Information to any third party without the express permission of the disclosing party.  Any Confidential Information of a party received by any other party under this Agreement shall be used, disclosed or copied only for the purposes of and only in accordance with this Agreement.  Customer shall not disclose any Confidential Information received from Rapid Ratings to any other party (including other colleagues, associates or clients of Customer) without the prior written consent of Rapid Ratings which customer acknowledges shall be conditioned upon the payment of a distribution fee.  Rapid Ratings and Customer may disclose Confidential Information received from each other to officers, directors, employees and representatives (collectively, “Representatives”) who (i) need to know such Confidential Information to evaluate the Opportunity and (ii) have agreed in writing to be bound by this Agreement and not to disclose such Confidential Information to any third party.  Rapid Ratings, Customer and their Representatives shall not use any Confidential Information received from the other for their own benefit or for any purpose except as provided herein.  Each party shall take all reasonable measures to prevent the unauthorized disclosure or use of Confidential Information received from another party and shall not make any copies of such Confidential Information without the prior written consent of the disclosing party. 

Customer hereby represents and warrants to Rapid Ratings that it understands the methodology by which Rapid Ratings produces the FHR®, which it acknowledges is a statement of opinion objectively created through the application of Rapid Ratings’ proprietary software logic to information about the entity from Customer.  Rapid Ratings’ software is a proprietary quantitative system that analyzes financial information contained in a company’s financial statements provided by Customer.  Rapid Ratings obtains the private company financial statements from Customer.  Rapid Ratings is not responsible for the accuracy of the any company Confidential Information, including but not limited to financial statements, provided by Customer.  Rapid Ratings does not receive or rely on any other information from outside sources in producing an FHR® and does not use any other analytical methods to produce an FHR®.  Customer hereby acknowledges that Rapid Ratings has conducted a reasonable investigation of the factual elements relied upon in determining FHR®s and that the procedures to verify a company’s financial information are reasonable.

Except as provided herein, Customer acknowledges that Rapid Ratings shall hold all Confidential Information received from Customer in strict confidence and shall not disclose any such Confidential Information to any third party unless so directed by Customer upon the payment of a distribution fee.  Any Confidential Information of a party received by any other party under this Agreement shall be used, disclosed or copied only for the purposes of and only in accordance with the Agreement by which Customer has submitted its Confidential Information.  Customer shall not disclose any Confidential Information received from Rapid Ratings to any other party without the prior written consent of Rapid Ratings, which consent may be withheld at Rapid Ratings sole discretion.  Rapid Ratings and Customer may disclose Confidential Information received from each other to officers, directors, employees and representatives (collectively, “Representatives”) who have agreed in writing to be bound by the Agreement and not to disclose such Confidential Information to any third party.  Each party shall take all reasonable measures to prevent the unauthorized disclosure or use of Confidential Information received from another party and shall not make any copies of such Confidential Information without the prior written consent of the originating party. 

CUSTOMER ACKNOWLEDGES THAT ANY INFORMATION PROVIDED IN THE FHR® IS NOT INTENDED TO BE A SUBSTITUTE FOR A FINANCIAL ADVISOR’S OR INVESTOR’S INDEPENDENT ASSESSMENT OF WHETHER TO BUY, SELL, OR HOLD ANY FINANCIAL PRODUCTS.  RAPID RATINGS IS NOT AN INVESTMENT ADVISOR.  THE INFORMATION PROVIDED BY THE FHR® IS DERIVED OBJECTIVELY THROUGH RAPID RATINGS FROM INFORMATION PROVIDED TO RAPID RATINGS BY CUSTOMER.  THIS INFORMATION IS AN OBJECTIVE AND INDEPENDENT REFERENCE SOURCE, WHICH SHOULD BE USED IN CONJUNCTION WITH OTHER INFORMATION IN FORMING THE BASIS FOR AN INVESTMENT DECISION.  RAPID RATINGS PROVIDES NO GUARANTEE WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE FHR®, NOR THE CONCLUSIONS DERIVED FROM THE FHR®.  RAPID RATINGS WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY TRADING OR INVESTMENT DECISIONS OR ANY OTHER BUSINESS DECISION BASED ON THE FHR®.

  

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