This Software Evaluation License Agreement ("Agreement") is a legal agreement between you (either individually or a single entity) ("Customer") and Fair Isaac Corporation, or any of its affiliates, including but not limited to any company that controls, is controlled by or is under common control with Fair Isaac Corporation, or any successor company, from whom the Fair Isaac Product is licensed or to whom this Agreement is assigned (collectively, "Fair Isaac"), for the Blaze Advisor software product(s), and all accompanying standard user documentation (“Documentation”) and included materials (collectively, the "Fair Isaac Product").

This Agreement grants only a non-production, limited term, evaluation license to the Fair Isaac Product which is effective upon the date Fair Isaac first delivers you a logon ID and password to download the Fair Isaac Product and which will automatically terminate ninety (90) days thereafter. Please Read The Terms Of This Agreement Carefully Before You Install Or Use. BY INSTALLING, COPYING OR OTHERWISE USING THE FAIR ISAAC PRODUCT OR BY CLICKING ON THE "ACCEPT" BUTTON THAT PRESENTS UPON INSTALLATION OF THIS FAIR ISAAC PRODUCT, YOU (CUSTOMER) SIGNIFY YOUR ACCEPTANCE OF EACH AND EVERY TERM CONTAINED IN THIS AGREEMENT and you acknowledge that you have been presented with this Agreement in a written form accompanying the delivery of the Fair Isaac Product and/or electronically upon initialization of the Fair Isaac Product and have had the opportunity to reject such terms and conditions and choosing not to proceed with an electronic download.

Fair Isaac and Customer agree as follows:

1. DEFINITIONS. In this Agreement:

1.1 “Intellectual Property” means all or any of the following in any country worldwide, whether or not filed or registered: (i) patents, (ii) copyrights, (including moral rights); (iii) database rights; (iv) know-how or trade secrets, whether or not developed or reduced to practice; (v) industrial designs (including utility models); (vi) trademarks, service marks, logos, Internet addresses (URLs), and the goodwill associated therewith; (vi) semiconductor topography rights; and (vii) any other proprietary rights relating to intangible property anywhere in the world.

1.2 "Non-Production" means the right for Customer to use the Fair Isaac Product in a non-production test environment only.

1.3 "Seat" means an identified individual user on a single personal computer or workstation.

1.4 “Territory” means the geographic region in which Customer is permitted to install and use the Fair Isaac Product. The parties agree that the Territory is the country where Customer specifies the Fair Isaac Product is to be shipped or the country in which the Fair Isaac Product is downloaded for use. For example, if Customer specifies that the Fair Isaac Product is to be shipped to a California, United States, address, the Territory will be the United States.

2. RIGHTS AND RESTRICTIONS.

2.1 Grant of License – Evaluation License. Subject to the terms and conditions of this Agreement, Fair Isaac hereby grants Customer and Customer hereby accepts, a non-exclusive, nontransferable, non-sublicensable limited license to use the Fair Isaac Product on a single Seat for a period of ninety (90) days from the date Fair Isaac first delivers Customer a logon ID and password to download the Fair Isaac Product (“Evaluation Period”) solely for Non-Production purposes to evaluate whether Customer desires to make a future license purchase, but only within the Territory, and subject to the limitations set forth below and/or imposed by Fair Isaac. This license does not permit Customer to use the Fair Isaac Product for any purpose other than as expressly permitted by this Agreement, including without limitation any use of the Fair Isaac Product for productive purposes or development or deployment of the Fair Isaac Product in any commercial application or in the operation of Customer’s business. At the conclusion of the Evaluation Period, Customer shall immediately cease all use of the Fair Isaac Product in accordance with Section 8.2.

2.2 License Restrictions. Customer represents and warrants that it and its employees shall not: (i) use the Fair Isaac Product for any purpose other than to evaluate whether Customer desires to make a future license purchase or in any other manner that exceeds the scope of the license granted under this Agreement or that otherwise constitutes a breach of this Agreement; (ii) modify, adapt, translate or make derivative works from any Fair Isaac Intellectual Property; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to reduce the object code of the Fair Isaac Product to human perceivable form or permit others to do so; (iv) disclose the Fair Isaac Product to, or permit the use or access of the Fair Isaac Product by, any third party or by any individuals other than the employees of Customer; (v) assign, sublicense, lease, transfer or distribute the Fair Isaac Product, or operate the Fair Isaac Product for timesharing, rental, outsourcing, or service bureau operations (or otherwise for the benefit of any party other than Customer), or train persons other than permitted users; (vi) disclose or publish performance benchmark results for Fair Isaac Product without Fair Isaac’s prior written consent; or (vii) (if applicable) use any provided third party software except as solely in conjunction with the Fair Isaac Product.

2.3 Reservation of Rights not Granted. Fair Isaac reserves all rights not expressly granted to Customer under this Agreement. Without limiting the foregoing, Fair Isaac retains and reserves sole and exclusive worldwide right, title and interest in and to all Fair Isaac Intellectual Property, including without limitation, the Fair Isaac Product, any custom code developed in whole or part by Fair Isaac (if applicable), and any Fair Isaac know-how, subject to only the limited, non-exclusive, license rights granted in this Agreement. Nothing in this Agreement limits in any way Fair Isaac’s right to develop, use, license, create derivative works of, or otherwise exploit Fair Isaac Intellectual Property or to permit third parties to do so.

2.4 Platforms/Options. Customer obtains the right to use only the version of the Fair Isaac Product for the specific supported platform(s) downloaded (i.e., Java, COBOL or .NET).

3. MAINTENANCE SERVICES AND TECHNICAL SUPPORT.

Customer is not entitled to any maintenance or support services for the Fair Isaac Product licensed under this Agreement.

4. CONFIDENTIAL INFORMATION.

4.1 Confidential Information. A party receiving Confidential Information under this Agreement is referred to as "Recipient", and a party disclosing Confidential Information is referred to as "Discloser". For the purposes of this Agreement, "Confidential Information" is described as follows and includes any information which relates to: (i) any Fair Isaac product, including the Fair Isaac Product and/or (ii) the financial and/or business operations of the Discloser, including, but not limited to, marketing and product plans, ideas, concepts, business plans, financial condition, employees and employee information, inventions, algorithms, decision technology and/or models, processes, designs, specifications, drawings, samples, improvements, developments, applications, engineering, manufacturing and marketing data and plans, software code (object and source), documentation, and functionality, security procedures and approaches, know-how, customer names and information, experimental work, distribution arrangements and trade secrets, and/or ideas. Such Confidential Information may be produced in a variety of forms, including but not limited to: any and all verbal, electronic, and/or written communications (whether in the form of slides, handouts, letters, memoranda, agreements, facsimile transmissions, meetings, conference and other telephone calls, diskettes, files, tapes, and/or any other mode) and/or related concepts, proposals, data sources, pricing, schedules, development efforts (including source code, object code and/or documentation), numerical data processing algorithms, product and software design specifications. The Fair Isaac Product will be deemed Fair Isaac Intellectual Property.

4.2 Purpose for Disclosure. Recipient may use Confidential Information of the Discloser only for the purpose of exercising its rights and fulfilling its obligations under this Agreement.

4.3 Limitations on Disclosure and Use. Recipient agrees to use the same degree of care, but no less than a reasonable degree of care, to protect against the unauthorized disclosure or use of Discloser’s Confidential Information as it uses to protect its own Confidential Information. Recipient shall disclose Confidential Information of Discloser only to its employees who have a need to know for the above stated purpose, and who are bound by obligations of confidentiality no less restrictive than the terms of this Agreement. Recipient shall not remove any proprietary notices of Discloser from Discloser’s Confidential Information. Except as specifically provided, this Agreement imposes no obligations on either party to develop, sell, license, or otherwise make available any technology or products, or enter into any further agreements with the other party.

4.4 Exclusions. Recipient has no obligation under this Agreement with respect to information which: (i) is already known to Recipient at the time of disclosure by Discloser; (ii) is independently developed by Recipient without reference to or use of the Discloser's Confidential Information; (iii) is obtained by Recipient from a third party without restriction on disclosure or use; or (iv) is or becomes part of the public domain through no wrongful act of Recipient or any party that obtained the information from Recipient. If Recipient is served with any subpoena or other legal process or a court or governmental request or order requiring or purporting to require the disclosure of any of Discloser’s Confidential Information, Recipient shall, unless prohibited by law, promptly notify Discloser of such fact and cooperate fully (at Discloser’s expense) with the Discloser and its legal counsel in opposing, seeking a protective order, seeking to limit, or appealing any such legal process, request, or order to the extent deemed appropriate by the Discloser, and any such disclosure pursuant to subpoena or other legal process will not, by itself, release the Recipient from the obligation to treat the information as Confidential Information under this Agreement.

4.5 Injunctive Relief. The parties acknowledge that the remedies at law for violations relating to the protection of Confidential Information or Intellectual Property may be inadequate, and, without limiting any rights available at law, each party is entitled to seek injunctive relief for any breach of this Agreement relating to the protection of its Confidential Information or Intellectual Property Rights.

5. NO WARRANTY.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE FAIR ISAAC PRODUCT IS LICENSED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY. FAIR ISAAC MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF ANY PRODUCTS, SERVICES, AND DELIVERABLES PROVIDED BY FAIR ISAAC UNDER THIS AGREEMENT AND FOR ANY LIABILITY ARISING OUT OF DATA OR CONTENT SUPPLIED BY CUSTOMER.

6. LIMITATION OF LIABILITY.

IN NO EVENT WILL FAIR ISAAC BE LIABLE UNDER ANY THEORY OF RECOVERY (INCLUDING BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, TORT AND STRICT LIABILITY) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, INCOME, PROFIT OR SAVINGS) OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY FAIR ISAAC PRODUCT OR SERVICE, EVEN IF FAIR ISAAC HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. WITHOUT LIMITING THE FOREGOING, FAIR ISAAC’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT UNDER ANY AND ALL THEORIES OF RECOVERY (INCLUDING BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, TORT AND STRICT LIABILITY) WILL BE LIMITED TO THE SUM OF FIFTY DOLLARS ($50 USD).

7. FEES AND AUDIT PROVISIONS.

7.1 No License Fee. The evaluation license granted hereunder is provided to Customer at no charge for the Evaluation Period.

7.2 Verification and Audit Rights. On Fair Isaac’s written request, Customer shall provide to Fair Isaac a written certification executed by an authorized officer of Customer that provides the following information: (i) verification that the Fair Isaac Product is being used in accordance with the provisions of this Agreement; and (ii) the location at which the Seat for the Fair Isaac Product is or has been operated during the Evaluation Period. Upon not less than ten (10) days prior written notice to Customer, Fair Isaac may, at its expense, audit Customer’s use of the Fair Isaac Product. Any such audit must be conducted during regular business hours at Customer’s facilities and must be conducted so as to interfere as little as reasonably possible with Customer’s business activities. If Customer is discovered to be using the Fair Isaac Product in violation of this Agreement, then Customer will bear the expense of such audit.

8. TERM AND TERMINATION.

8.1 Term. Unless earlier terminated in Fair Isaac’s discretion by providing notice to Customer, this Agreement and the license granted hereunder shall automatically terminate at the end of the Evaluation Period. Customer acknowledges and agrees that the Fair Isaac Product shall include a disabling mechanism that causes the Fair Isaac Product to cease operation at the end of the Evaluation Period.

8.2 Effect of Termination. Upon expiration or termination of this Agreement for any reason, the license granted hereunder will terminate immediately, Customer shall immediately cease using the Fair Isaac Product and the Documentation, and shall remove the Fair Isaac Product and Documentation from Customer's computers and systems, and shall either (1) destroy the Fair Isaac Product and Documentation in Customer's possession, or (2) return to Fair Isaac the Fair Isaac Product and Documentation in Customer's possession.

8.3 Survival. Rights to payment and the following rights and obligations under this Agreement will survive any termination or expiration of this Agreement: Article 1 (Definitions), Section 2.2 (License Restrictions), Section 2.3 (Reservation of Rights not Granted), Article 4 (Confidential Information), Article 5 (No Warranty), Article 6 (Limitation of Liability), Section 7.2 (Verification and Audit Rights), Section 8.2 (Effect of Termination), Section 8.3 (Survival), and Article 9 (Miscellaneous).

9. MISCELLANEOUS.

9.1 Assignment. Customer may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Fair Isaac. Any attempt to assign or transfer all or any part of this Agreement without first obtaining such written consent will be void and of no force or effect. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement is to be deemed to create any right or benefit in any person not a party to this Agreement.

9.2 U.S. Government Users. The Fair Isaac Product is commercial computer software and documentation developed exclusively at private expense. If acquired by or on behalf of a civilian agency, they will be subject to the terms and conditions of this Agreement as specified in 48 C.F.R. 10.210 of the Federal Acquisition Regulations and its successors. If acquired by or on behalf of the Department of Defense, they will be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202, DFAR Supplement and its successors.

9.3 Governing Law. This Agreement is to be governed by and construed in accordance with the laws of the State of New York, USA, without regard to principles of conflicts of law or international law, including without limitation the 1980 United Nations Convention on Contracts for the International Sale of Goods, as revised, which the parties expressly agree does not apply to this Agreement.

9.4 Compliance with Laws. Customer is solely responsible for compliance with all laws relating to Customer's use of the Fair Isaac Product, including but not limited to export control laws and regulations.

9.5 Export Controls. Customer shall not directly or indirectly export, re-export, or knowingly cause such export or re-export (including by download) the Fair Isaac Product in violation of U.S. laws, including without limitation the Export Administration Act of 1979, as amended, any successor legislation and Export Administration Regulations, to anyone on the United States Treasury Department's list of Specially Designated Nationals or Blocked Persons or the United States Commerce Department's Table of Denial Orders. Customer agrees to the foregoing and represents and warrants that Customer is not located in, under the control of, or a national or resident of any such country or on any such list. Customer will be exclusively responsible for the procurement and renewal of all export or import licenses and any other approvals required under the laws and/or regulations of the United States and its agencies or any other country for the export or import of the Fair Isaac Product into any country. If Customer fails to comply with the terms of this section, in addition to Fair Isaac’s remedies at law and in equity, Fair Isaac may suspend performance of its obligations under this Agreement until such time as Customer is in compliance.

9.6 Non-Waiver. No delay or omission by either party in exercising any right under this Agreement will be construed as a waiver of such right. No waiver will be effective unless in writing and signed by the party waiving the right.

9.7 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. No employee of a party will be deemed to be an employee of the other party by virtue of this Agreement.

9.8 Entire Agreement; Construction; Amendment. This Agreement represents the complete agreement of the parties and supersedes all prior or contemporaneous agreements, proposals, understandings, representations, conditions, and communications (oral or written), as well as the terms of all existing or future purchase orders and acknowledgments. Any other terms, conditions, supplements, modifications, or amendments to this Agreement will not be binding upon either party unless expressly set forth in a writing signed by authorized representatives of Customer and Fair Isaac. Notwithstanding the foregoing, if the parties have entered into a signed license agreement, the terms of the signed license agreement will prevail over the terms of this Agreement.

9.9 Construction; Severability. This Agreement is not to be more strongly construed against either party, regardless of who is more responsible for its preparation. If any provision of this Agreement is held to be unenforceable, unlawful, or invalid in any respect, then such provision will be deemed ineffective only to the extent of such illegality or invalidity, without invalidating the remainder of such provision or any of the remaining provisions of this Agreement. If a provision is determined to be unlawful, or invalid, then such provision is to be deemed severable from the remaining provisions of this Agreement, and the enforceability, validity, and lawfulness of the remaining provisions will not be impaired.

9.10 Force Majeure. Notwithstanding anything to the contrary in this Agreement, Fair Isaac will not be deemed to be in default of any provision of this Agreement or be liable to Customer or to any third party for any delay, error, failure in performance 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 service, problems with the Internet, epidemic, act of any other person not under the control or direction of either party or other similar cause.

9.11 Headings. The article and section headings in this Agreement are for reference only, and do not form part of this Agreement.

9.12 Notices. Any notices required to be given in writing under this Agreement must be sent to the Fair Isaac Corporation 3661 Valley Centre Drive, San Diego, CA. 92130 (FAX 858-523-4450). Such notices will be deemed given on the date of actual delivery, whether personally, by a recognized international overnight delivery carrier, or by facsimile (provided that the facsimile notice is promptly confirmed in writing using another method for giving notice provided in this section). Either party may change its address or facsimile number for notices at any time by giving written notice to the other party.

READ THIS NOTICE CAREFULLY BEFORE YOU CLICK ON THE "I ACCEPT" BUTTON BELOW. BY CLICKING ON THE "I ACCEPT" BUTTON, YOU ACKNOWLEDGE AND AGREE THAT:
(1) YOU ARE DOWNLOADING A LIMITED-TERM EVALUATION COPY OF THE FAIR ISAAC® BLAZE ADVISOR® SOFTWARE PRODUCT, WHICH WILL ONLY BE EFFECTIVE FOR A PERIOD OF 90 DAYS FROM THE DATE FAIR ISAAC FIRST DELIVERS TO YOU A LOGON ID AND PASSWORD TO DOWNLOAD THE SOFTWARE PRODUCT;
(2) YOUR USE OF THE SOFTWARE PRODUCT WILL BE GOVERNED BY THE TERMS AND CONDITIONS OF THE FAIR ISAAC® BLAZE ADVISOR® EVALUATION SHRINKWRAP LICENSE AGREEMENT, WHICH WILL PRESENT UPON YOUR INSTALLATION OF THE SOFTWARE;
(3) IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE EVALUATION SHRINKWRAP LICENSE AGREEMENT, YOU WILL NOT PROCEED WITH THE INSTALLATION OF THE PRODUCT AND WILL DELETE THE DOWNLOADED SOFTWARE PRODUCT FROM YOUR COMPUTER; AND
(4) IF YOU DO PROCEED WITH THE INSTALLATION, YOU ARE AUTHORIZED TO ENTER INTO THE EVALUATION SHRINKWRAP LICENSE AGREEMENT FOR AND ON BEHALF OF YOUR COMPANY, AND BY DOING SO YOU AGREE TO THE TERMS AND CONDITIONS SET FORTH THEREIN. IF YOU DO NOT AGREE WITH THE ABOVE TERMS, CLICK ON THE "I DO NOT ACCEPT" BUTTON BELOW AND THE DOWNLOAD WILL TERMINATE.