Scoreby Rate Tracker

END USER LICENSE AGREEMENT (EULA)

Score™ Software Platform

Version 1.0
Effective Date: September 3, 2026

IMPORTANT – PLEASE READ CAREFULLY

This End User License Agreement ("Agreement" or "EULA") is a legally binding agreement between you, whether individually or on behalf of a business entity ("Customer," "User," "you," or "your"), and Rate Tracker Payments LLC, an Ohio limited liability company ("Rate Tracker," "Company," "we," "our," or "us"), governing your access to and use of the Score™ software platform, including all related websites, applications, APIs, algorithms, software, documentation, artificial intelligence features, Financial Health Score methodology, reports, dashboards, and related services (collectively, the "Software").

BY CLICKING "I AGREE," CREATING AN ACCOUNT, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SOFTWARE.

If you are accepting this Agreement on behalf of a company or organization, you represent that you have authority to bind that organization.

1. DEFINITIONS

For purposes of this Agreement:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with Rate Tracker.

"Authorized User" means an individual authorized by Customer to access the Software.

"Customer Data" means all information uploaded, entered, transmitted, or otherwise provided by Customer, including but not limited to:

  • Financial statements
  • Bank statements
  • Tax returns
  • Accounting records
  • Transaction history
  • Business information
  • Merchant processing information
  • Loan information
  • Contact information

Customer Data does not include Derived Data or Score Intellectual Property.

"Derived Data" means any information generated, calculated, inferred, modeled, aggregated, anonymized, transformed, or created by the Software using Customer Data, including but not limited to:

  • Financial Health Scores
  • Risk metrics
  • Cash flow analytics
  • Benchmarking
  • Trend analysis
  • AI-generated insights
  • Predictive models
  • Machine learning outputs
  • Statistical analyses
  • Lending recommendations
  • Industry comparisons

Derived Data shall be exclusively owned by Rate Tracker unless otherwise expressly stated.

"Financial Health Score" means Rate Tracker's proprietary scoring methodology and associated numerical, categorical, predictive, or analytical outputs generated using proprietary algorithms, artificial intelligence, financial modeling, statistical techniques, and other confidential methodologies.

The Financial Health Score is proprietary intellectual property of Rate Tracker and does not constitute a credit score, lending decision, guarantee, certification, or representation of creditworthiness.

"Score Intellectual Property" means all intellectual property rights relating to the Software including:

  • Source code
  • Object code
  • Algorithms
  • AI models
  • Machine learning models
  • Financial Health Score methodology
  • Predictive models
  • User interface
  • APIs
  • Databases
  • Documentation
  • Trade secrets
  • Trademarks
  • Copyrights
  • Patents
  • Patent applications
  • Business methods
  • Know-how
  • Data structures
  • Calculations
  • Mathematical formulas
  • Weighting methodologies
  • Training data
  • Product roadmap

including all modifications, improvements, enhancements, updates, derivative works, and future developments.

2. LICENSE GRANT

Subject to your continued compliance with this Agreement, Rate Tracker grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Software solely for Customer's internal business purposes during the applicable subscription term.

No ownership rights are transferred.

Customer receives only a limited license.

All rights not expressly granted are reserved by Rate Tracker.

3. LICENSE RESTRICTIONS

Customer shall not, directly or indirectly:

  • Copy the Software
  • Sell the Software
  • Lease the Software
  • Rent the Software
  • License the Software
  • Resell access
  • White-label the Software
  • Create derivative works
  • Reverse engineer
  • Decompile
  • Disassemble
  • Translate
  • Modify
  • Republish
  • Mirror
  • Benchmark
  • Frame
  • Scrape
  • Mine data
  • Use bots
  • Circumvent security
  • Remove copyright notices
  • Remove trademarks
  • Attempt to discover source code
  • Attempt to determine proprietary algorithms
  • Attempt to infer scoring methodology
  • Test the Software for competitive analysis
  • Use automated queries designed to determine scoring logic
  • Create competing products using information learned from the Software
  • Use outputs to train competing AI systems
  • Use the Software to develop competing software
  • Share login credentials
  • Permit unauthorized users
  • Access another customer's information
  • Attempt to bypass usage limitations
  • Use the Software for unlawful purposes

Any attempt to discover, model, replicate, infer, approximate, estimate, or reverse engineer the Financial Health Score or any proprietary methodology through repeated submissions, statistical analysis, automation, machine learning, artificial intelligence, benchmarking, testing, or otherwise shall constitute a material breach of this Agreement.

4. OWNERSHIP

The Software is licensed—not sold.

Rate Tracker retains all worldwide right, title, and interest in and to:

  • the Software;
  • all copyrights;
  • patents;
  • patent applications;
  • trademarks;
  • trade secrets;
  • confidential information;
  • Financial Health Score methodology;
  • artificial intelligence models;
  • source code;
  • algorithms;
  • documentation;
  • APIs;
  • databases;
  • machine learning models;
  • Derived Data;
  • benchmark data;
  • aggregated analytics;
  • statistical outputs;
  • improvements;
  • modifications;
  • future developments; and
  • all intellectual property rights associated therewith.

Nothing contained herein transfers ownership of any intellectual property to Customer.

5. CUSTOMER DATA

Customer retains ownership of Customer Data.

Customer grants Rate Tracker a worldwide, perpetual, irrevocable, royalty-free license to host, process, analyze, store, transmit, reproduce, modify, transform, aggregate, anonymize, model, benchmark, improve, and otherwise use Customer Data as reasonably necessary to:

  • operate the Software;
  • improve the Software;
  • improve algorithms;
  • improve artificial intelligence;
  • improve machine learning models;
  • develop new products;
  • perform analytics;
  • create benchmarks;
  • generate statistical information;
  • comply with legal obligations;
  • detect fraud;
  • ensure security; and
  • perform internal research and development.

Rate Tracker may use anonymized and aggregated information for any lawful business purpose provided such information does not reasonably identify Customer.

6. FEEDBACK

Customer may voluntarily provide:

  • suggestions;
  • comments;
  • recommendations;
  • bug reports;
  • feature requests;
  • enhancement ideas; or
  • other feedback.

Customer irrevocably assigns all right, title, and interest in such Feedback to Rate Tracker.

Rate Tracker may use Feedback without restriction and without compensation.

7. CONFIDENTIAL INFORMATION

Customer acknowledges the Software contains valuable confidential information including:

  • scoring methodologies;
  • algorithms;
  • AI models;
  • lending logic;
  • pricing;
  • commissions;
  • APIs;
  • product roadmap;
  • business processes;
  • software architecture;
  • customer lists;
  • lender relationships;
  • partner relationships;
  • underwriting methodologies;
  • business strategies; and
  • trade secrets.

Customer agrees not to disclose, publish, copy, reproduce, or otherwise use Confidential Information except as expressly authorized.

These obligations survive termination indefinitely with respect to trade secrets and for five (5) years with respect to other confidential information.

8. ARTIFICIAL INTELLIGENCE

The Software may utilize artificial intelligence, machine learning, predictive analytics, large language models, statistical modeling, and other automated technologies.

Customer acknowledges:

  • AI outputs may contain errors.
  • AI is probabilistic.
  • AI recommendations are informational.
  • AI does not replace professional judgment.
  • AI outputs may change over time.
  • Similar inputs may produce different outputs.

Customer shall independently verify all information before relying upon any AI-generated recommendation.

Rate Tracker disclaims responsibility for decisions made in reliance upon AI-generated content.

9. FINANCIAL HEALTH SCORE DISCLAIMER

The Financial Health Score is a proprietary analytical model developed by Rate Tracker.

It:

  • is not a credit score;
  • is not a FICO score;
  • is not a business credit rating;
  • is not an underwriting approval;
  • is not a lending decision;
  • is not a guarantee of funding;
  • is not an investment recommendation;
  • is not legal advice;
  • is not accounting advice;
  • is not tax advice;
  • is not financial advice.

The methodology may change at any time without notice.

Rate Tracker has no obligation to disclose how any Financial Health Score is calculated.

10. NO LENDING RELATIONSHIP

Rate Tracker is a technology provider.

Unless expressly agreed in writing, Rate Tracker is not acting as:

  • a bank;
  • a lender;
  • a credit union;
  • a fiduciary;
  • a financial advisor;
  • an accountant;
  • an attorney; or
  • an investment advisor.

Any financing decisions are made solely by participating lenders or funding partners based on their independent underwriting criteria.

No output generated by the Software obligates any lender to approve, deny, or modify a financing request.

11. WARRANTIES AND DISCLAIMERS

11.1 SOFTWARE PROVIDED "AS IS"

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RATE TRACKER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION:

  • implied warranties of merchantability;
  • fitness for a particular purpose;
  • title;
  • non-infringement;
  • quiet enjoyment;
  • accuracy;
  • reliability;
  • completeness;
  • uninterrupted availability; and
  • any warranties arising from course of dealing, usage, or trade practice.

11.2 NO GUARANTEE OF RESULTS

Rate Tracker does not warrant or guarantee that use of the Software will:

  • improve a business's financial health;
  • increase profitability;
  • result in loan approval;
  • result in merchant account approval;
  • improve cash flow;
  • reduce expenses;
  • increase revenue;
  • identify every financing opportunity;
  • prevent fraud;
  • eliminate business risk; or
  • achieve any particular business outcome.

Customer acknowledges that business performance depends upon numerous factors outside the Software's control.

11.3 INFORMATIONAL PURPOSES ONLY

The Software provides analytical information intended to assist business decision-making.

The Software does not provide:

  • legal advice;
  • tax advice;
  • accounting advice;
  • investment advice;
  • financial planning advice;
  • lending decisions;
  • insurance advice; or
  • fiduciary services.

Customer is solely responsible for consulting qualified professionals regarding business decisions.

11.4 THIRD-PARTY SERVICES

The Software may integrate with or access third-party services, including financial institutions, payment processors, accounting platforms, lenders, data providers, artificial intelligence services, or other third-party applications.

Rate Tracker is not responsible for:

  • the availability of third-party services;
  • the accuracy of third-party information;
  • changes made by third-party providers;
  • interruptions caused by third parties;
  • security incidents occurring on third-party systems; or
  • any losses arising from Customer's use of third-party services.

11.5 AVAILABILITY

Although Rate Tracker strives to maintain high availability, Customer acknowledges that the Software may occasionally be unavailable due to:

  • scheduled maintenance;
  • emergency maintenance;
  • software updates;
  • hardware failures;
  • cloud service interruptions;
  • telecommunications failures;
  • internet outages;
  • cybersecurity events; or
  • circumstances beyond Rate Tracker's reasonable control.

Rate Tracker does not guarantee uninterrupted or error-free operation.

12. SUBSCRIPTION, BILLING, AND PAYMENT

12.1 Subscription Term

Access to the Software is provided on a subscription basis unless otherwise agreed in writing.

Subscriptions automatically renew for successive renewal terms unless cancelled in accordance with this Agreement.

12.2 Fees

Customer agrees to pay all applicable:

  • subscription fees;
  • usage fees;
  • implementation fees;
  • onboarding fees;
  • transaction fees; and
  • applicable taxes.

Unless otherwise stated, all fees are non-refundable.

12.3 Late Payments

Failure to timely pay amounts due may result in:

  • suspension of access;
  • termination of the subscription;
  • collection efforts;
  • applicable interest on overdue amounts as permitted by law; and
  • recovery of reasonable collection costs where permitted.

12.4 Price Changes

Rate Tracker may modify subscription pricing upon reasonable advance notice. Continued use of the Software after the effective date of the updated pricing constitutes acceptance of the revised fees.

13. SUSPENSION

Rate Tracker may immediately suspend Customer's access if Rate Tracker reasonably believes Customer has:

  • violated this Agreement;
  • failed to pay required fees;
  • compromised platform security;
  • engaged in fraudulent activity;
  • attempted unauthorized access;
  • misused the Software;
  • infringed intellectual property rights;
  • violated applicable law; or
  • used the Software in a manner that materially interferes with other users or the operation of the platform.

Where reasonably practicable, Rate Tracker will provide notice of the suspension and an opportunity to cure, except where immediate action is necessary to protect the Software, other users, or comply with legal obligations.

14. TERMINATION

14.1 Termination by Customer

Customer may terminate its subscription in accordance with applicable cancellation procedures.

Termination does not relieve Customer of any payment obligations incurred prior to termination.

14.2 Termination by Rate Tracker

Rate Tracker may terminate this Agreement if:

  • Customer materially breaches this Agreement and fails to cure the breach within thirty (30) days after notice, where the breach is capable of cure;
  • Customer becomes insolvent or enters bankruptcy proceedings;
  • continued access would violate applicable law; or
  • Customer engages in fraud, unlawful conduct, or misuse that materially threatens the Software or other users.

For serious security incidents, fraudulent activity, or unlawful conduct, Rate Tracker may terminate immediately.

14.3 Effect of Termination

Upon termination:

  • all licenses immediately terminate;
  • Customer must cease all use of the Software;
  • access credentials may be disabled;
  • Customer remains responsible for outstanding payment obligations; and
  • provisions intended to survive termination shall remain in effect.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR BREACH OF ITS CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO RATE TRACKER FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in this Agreement limits liability where such limitation is prohibited by applicable law.

16. INDEMNIFICATION

Customer agrees to defend, indemnify, and hold harmless Rate Tracker, its affiliates, officers, directors, employees, contractors, and agents from third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising from:

  • Customer's misuse of the Software;
  • Customer's violation of this Agreement;
  • Customer's violation of applicable law;
  • Customer Data that infringes the rights of a third party; or
  • Customer's negligent or wrongful acts or omissions.

Rate Tracker agrees to promptly notify Customer of any claim for which indemnification is sought and to reasonably cooperate in the defense of such claim at Customer's expense.

17. DISPUTE RESOLUTION

The parties agree to first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal discussions.

If the dispute is not resolved within thirty (30) days, either party may pursue any remedy available under applicable law, including litigation or arbitration if separately agreed in writing.

Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief to protect confidential information or intellectual property.

18. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict-of-law principles.

Subject to any applicable arbitration agreement, the state and federal courts located in Ohio shall have exclusive jurisdiction over disputes arising from this Agreement, and each party consents to the personal jurisdiction of those courts.

19. EXPORT COMPLIANCE

Customer agrees to comply with all applicable export control and economic sanctions laws and regulations.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive trade restrictions applicable to the Software, and is not prohibited from receiving the Software under applicable law.

20. COMPLIANCE WITH LAW

Each party shall comply with all laws applicable to its performance under this Agreement, including, as applicable, laws relating to:

  • privacy;
  • data security;
  • anti-money laundering;
  • anti-corruption;
  • consumer protection;
  • financial services; and
  • economic sanctions.

Customer is solely responsible for ensuring that its use of the Software complies with laws applicable to its business.

21. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet failures, cloud infrastructure outages, governmental actions, pandemics, or widespread cybersecurity incidents.

The affected party shall use commercially reasonable efforts to resume performance as soon as practicable.

22. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee agrees to be bound by this Agreement.

23. ENTIRE AGREEMENT

This Agreement, together with any documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous agreements, proposals, representations, and understandings relating to its subject matter.

24. SEVERABILITY

If any provision of this Agreement is determined to be unenforceable, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be enforced to the maximum extent permitted by law.

25. NO WAIVER

A party's failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the right to enforce it later.

26. MODIFICATIONS

Rate Tracker may update this Agreement from time to time. Material changes will be communicated through reasonable means, such as by posting the revised Agreement within the Software or providing electronic notice.

Continued use of the Software after the effective date of the revised Agreement constitutes acceptance of the updated terms.

27. SURVIVAL

The following provisions survive termination or expiration of this Agreement to the extent necessary to give them effect:

  • Ownership
  • Confidentiality
  • Payment Obligations
  • Warranty Disclaimers
  • Limitation of Liability
  • Indemnification
  • Governing Law
  • Dispute Resolution
  • Survival
  • Any other provisions that by their nature are intended to survive termination.

28. CONTACT INFORMATION

Questions regarding this Agreement may be directed to:

Rate Tracker Payments LLC
Partner Success Team
7100 E. Pleasant Valley Road Independence, OH 44131
Support@getscore.io
(440) 829-6062