DATA CONTRIBUTION AGREEMENT

1. Small Business Credit Share Services Application.  This Exhibit applies to Member’s participation in SBCS, which is a data-sharing program that is maintained by Experian as a part of the joint provision of business credit services through StreetShares and the Member’s continuing contribution of its Member’s Data to Experian under the applicable Other Agreements.  Member’s access to SBCS data is dependent upon Member’s or StreetShares’ ongoing collection and contribution of Member data to Experian.  Member will contribute, or has authorized StreetShares or another Agent of  Contributor (provided such Contributor is a  Member) to contribute Member’s data to Experian.  Member can request data from Experian’s Business Credit Database and the SBCS Reports through the StreetShares software services as made available by StreetShares to Member. Whenever possible, this Exhibit and the Other Agreements shall be construed as being consistent.  Where particular matters are addressed expressly in this Exhibit, the terms and conditions of this Exhibit (and not the Other Agreements) shall govern; otherwise, the terms and conditions of the Other Agreements (and not this Exhibit) shall govern.
   
2. Definitions.  For purposes of this Exhibit, the terms set forth in this paragraph will have the following definitions:
   
   1. “Business Credit Database” shall mean all information and records stored in the Experian Business Information Solutions system, collected from an Experian customer/reporter or from other sources of pertinent business information.
   2. “Business Credit Granting Firms” shall include banks, credit card companies, leasing companies, and other firms that grant business credit.
   3. “Small Business Customers” shall be defined as the class of customers designated by the Member that conforms to the criteria used internally by the Member to define and segment its Small Business Customer base.
   4. “Business Portfolio” shall mean a group of commercial and/or business credit facilities granted to businesses and other Customers including, but not limited to lines of credit, term loans, leases, installment loans, revolving charge accounts, and other commercial credit facilities. A Member may have a single or multiple business portfolios.
   5. “Small Business Credit Share (“SBCS”) Consortium”: A consortium of Business Credit Granting Firms whose goal is to privately pool their financial accounts data for mutual benefit.  
   6.  “SBCS Report” shall mean an industry report that displays and aggregates the information provided by the SBCS Consortium Members as well as other business data in the Business Credit Database.  This report may be in the form of a physical report, an electronic report or data and scores delivered electronically.
   7. “SBCS Repository (“Repository”)”:  A data repository containing accounts and financial data from SBCS Contributors for the members’ Business Portfolio.  The data repository consists of three general types of data: Business-Level Data, Processing-Level Data and Account-Level Data as further defined below. 
   8.  “Business-level Data”: Consists of general information about the business’ identity such as business name, address, SIC Code and other elements as defined within the “Business-Level Data Elements” section of Appendix A of this Exhibit.
   9. “Processing-Level Data”: Consists of information as identified within the Processing-Level Data Elements” section of Appendix A of this Exhibit A, collected by Experian and used for internal processing purposes only such as maintenance of the database. Processing-Level Data can only be viewed by Experian.  
   10. “Account-Level Data”: Consists of detailed account information such as account balance, charge-off amount, trade payment history and other elements as defined within the “Standard and Unique Account-Level Data Elements” sections of Appendix A of this Exhibit.  
       1. “Standard Account-Level Elements” are those data elements that are common to all trade, financial and SBCS data reporters. These data elements are currently loaded to Experian’s Business Credit Database and are described in Appendix A. All SBCS Consortium Members may access these common data elements. For records that are corroborated with a public source as defined in section 2.11 of this Exhibit, non-SBCS Consortium Members may also access these common data elements.
       2. “Unique SBCS Account-Level Data Elements” shall mean those data elements reported by SBCS Consortium Members that are unique to the Consortium and are described in Appendix A.  These unique data elements can only be accessed by the SBCS Consortium Members and will not be displayed in other Experian Business Credit Database reports and products.
   11. “Corroborated Business” vs. “Uncorroborated Business”: If a business has only been reported by SBCS Consortium Members it will be considered uncorroborated. Business-Level and Account-Level uncorroborated data may only be viewed by SBCS Consortium Members. If a business reported by an SBCS Consortium Member has also been reported by a Public Source, or is subsequently reported by a Public Source, it is considered corroborated. “Public Sources” include Non-SBCS Consortium Member contributors, marketing sources, and other sources that have no data restrictions. By this definition, a given business that is considered “uncorroborated” at the time it was reported may later be considered “corroborated”.  Once a business is considered “corroborated”, it cannot later be classified as “uncorroborated”.
   12. “Experian Standard Data Reporter”: A Non-SBCS Consortium Member that reports commercial trade, financial, collections or public record data to Experian is a standard contributor.
   13. “SBCS Consortium Member” or “member”: An entity that reports Business-Level, Standard, and Unique SBCS Account-Level data to Experian.  In this Agreement, StreetShares will, unless otherwise provided outside of this Agreement by Agent of Contributor or another third party, act for Member to contribute, request and use the SBCS Data for Member’s permitted uses. 
   14. “SBCS Consortium Member Data” or “Member Data” shall mean the any of the SBCS Consortium Member reported Business-Level, Standard, and Unique SBCS Account-Level data elements. 
3. Term.  The term of this Exhibit shall start on the Effective Date noted above and will continue in effect until terminated.  
4. Termination and Cancellation.  This Exhibit may be terminated by any occurrence of the following events: (i) mutual written agreement of the parties; (ii) by either party upon sixty (60) days prior written notice to the other party hereto; or (iii) by either party if the other party breaches any of the terms and conditions of this Exhibit; provided such breach is not cured by the breaching party within such thirty (30) day notice period after receipt of notification of the violation in writing by the non-breaching party.  Experian will terminate or suspend Member’s access to the SBCS data in the event that StreetShares, or Member, does not contribute the required Member Data to Experian.
5. Member Obligations.
   1. Data Reporting.   Member will make the Member Data and updates available to Experian, directly or through StreetShares or another Agent of Contributor (provided such Contributor is a Member), on a monthly basis within 30 days of the end of a billing cycle or month end to be determined by the Member. Member Data should be delivered to Experian in a mutually agreed upon format during the Term of this Exhibit and in compliance with applicable federal, state and local laws or regulations. Experian has developed a preferred data reporting format, but will accept any other format that contains the required data elements. Appendix B contains all of the required data elements (“Data Elements”) as well as the data elements (“Data Elements”) that may be submitted to determine SBCS eligibility. In addition, Appendix B contains data reporting guidelines for delinquency reporting. Member will make reasonable efforts to report its entire Business Portfolio(s.) Member agrees to make their best effort to report all of the required fields identified in Appendix B. Member’s initial data reporting will include as many months of historical data as can be reported by the Member.  Member authorizes StreetShares to work with Experian to submit the Member Data in compliance with the requirements. 
      1. Data Reporting via Inquiry.  Experian will not establish and add new businesses to the SBCS repository or the Business Credit Database through information delivered via a client inquiry.  Demographic and firmographic information delivered upon an inquiry may be added to businesses already present on the database.
   2. Verification.  On Experian’s reasonable request, Member, or StreetShares as authorized by Member, will promptly verify the Member Data it has reported within five business days from the date the notice was received by Member.
   3. Responsibilities.  On a quarterly basis, Experian will re-evaluate the Member Data that Member has reported to ensure the data conforms to the agreed upon specifications.  If it is determined that the Member is not reporting the minimum Data Elements specified in Appendix B, Member agrees to correct the discrepancies within a reasonable amount of time, to be mutually agreed upon by the parties.
6. Maintenance of Repository.
   1. Other Members.  Experian will use reasonable efforts to enter into separate similar agreements with other Business Credit Granting Firms, who will report their member data to the SBCS Repository. 
   2. Incorporation of Data.  Experian, at its expense will incorporate the Data Elements received from the members into the SBCS Repository promptly after Experian’s receipt thereof.  Experian will archive any historical Member Data received for use pursuant to the terms of this Exhibit A.  Experian will incorporate and use all such data in its own discretion and only when the data meet Experian’s data standards.  Neither Experian nor any member may use Member’s Data for any purpose inconsistent with applicable federal, state and local laws, rules, and regulations.  Neither Experian nor any member will use Member Data to generate marketing lists of named accounts for marketing purposes.
7. Access to Database and Use of Data Elements.
   1. SBCS Consortium Members: SBCS Consortium Members will have access to the standard and unique level elements reported by SBCS Consortium Members, as well as all other business credit data in the Business Credit Database so long as the SBCS Consortium Member has the appropriate executed Other Agreements in place with Experian and SBCS Consortium Member continues to meet the data contribution requirements for SBCS membership.  
   2. Non-SBCS Consortium Members:  Non-SBCS Consortium Members will NOT have access to any of the uncorroborated Business-Level data or any of the Standard or Unique SBCS Account-Level data elements for uncorroborated businesses.  Only SBCS Consortium Members will have access to Unique SBCS Account-Level data.  Non-SBCS Consortium Members WILL have access to corroborated Business-Level data and SBCS Standard Account-Level data elements for corroborated businesses.
   3. Member Disclosure: Experian will not externally disclose Member’s identity on either the Experian Business Credit Database or the SBCS Repository through the SBCS report.  The data reported by the Member will not be externally identified as the Member’s data on the Experian Business Credit Database or the SBCS Repository.  The data reported by the Member will not be externally identified as the Member’s trade data on the Experian Business Profile Report or the SBCS Report. 
   4. Access Restrictions.  Member must report mutually agreed upon elements of its commercial customer loan, credit card, lease, or other account data for Member to access the SBCS Repository.  Member agrees to utilize the SBCS Repository only in conjunction with its underwriting and ongoing portfolio management of reported portfolios.  Member may use SBCS Repository for portfolio acquisition, however only account performance data will be provided for this purpose. 
   5. Suspension of Access.  Member’s access to the SBCS report shall be suspended at any time upon the occurrence of any of the following events: (i) Member’s contribution of Member Data is more than forty-five (45) days later than required by the schedule set forth in Section 5.1; (ii) Member fails to report more than six (6) months of Member Data in any twelve (12) month period; or (iii) Member fails to meet the requirements of Section 5.1 of this Exhibit or Member fails to comply with any other terms or conditions of this Exhibit.
   6. Audit.  Experian will have the right to audit Member’s submission of Member Data and Member’s use of the SBCS Reports to assure Member’s compliance with the terms and conditions of this Exhibit.  Member will be responsible for assuring reasonable cooperation with Experian in connection with such audits and will provide Experian or obtain for Experian reasonable access, during Member’s normal business hours, to such properties, records and personnel as Experian may reasonably require for such purpose provided Experian gives reasonable notice to Members prior to such audits.
   7. Use Obligations.  Member agrees that information derived from SBCS Repository shall be used for the sole purpose of managing credit risk, including but not limited to, processing a bona fide application for credit, review of an existing credit customer or for collection purposes.  In addition, the SBCS Repository may be used for risk management applications when used in conjunction with data obtained from sources outside of the SBCS Repository for campaign suppression based on credit.  Any use, other than managing business credit risk, as defined in this Section and elsewhere in this Exhibit, shall be cause for termination of this Exhibit.
8. Data Ownership.  SBCS Consortium Member agrees that Experian may, at its option and expense, incorporate SBCS Consortium Member Data into its databases and this data once incorporated shall become Experian Information (“Experian Information”).   Experian information will be Experian’s exclusive property.  Notwithstanding the foregoing, however, SBCS Consortium Member shall retain all right, title, and interest in its Member Data.  Experian may use this data for any purpose consistent with applicable federal, state, and local laws, rules, and regulations; provided however, that Experian will not, to the best of its knowledge, release a list that specifically identifies individuals as Member’s customers.

9. Warranty and Disclaimers.  

   1. To the best of Member’s knowledge, Member warrants to Experian that Member Data is current, accurate, and complete.  Member will use reasonable care in collecting and providing the Member Data directly or indirectly to Experian; the Member Data will be fit for loading onto Experian’s system and will contain the minimum standard and unique data elements specified in Appendix B.  Member will have sufficient means to comply with the amount of Member Data to be provided to Experian.  To the best of Member’s knowledge, Member warrants to Experian that Member has the full legal right to provide the Member Data to Experian for Experian’s use under the terms of this Exhibit, and that no such use by Experian will infringe any patent, copyright, or other right of any third person.  Member will use best efforts to ensure that that the media on which the Member Data is delivered will be free from defects in materials and workmanship.  If Member submits its Member Data to Experian on media, then Member will replace any defective media without charge within ten (10) business days after Experian notifies Member of a defect.  The foregoing warranties will survive the expiration, termination, or cancellation of this Exhibit. 

   2. Because the SBCS Reports involve conveying information provided to Experian by other sources, Experian cannot and will not be an insurer or guarantor of the accuracy or reliability of the SBCS Reports or the data contained in its various databases.  NEITHER EXPERIAN NOR ITS SOURCES MAKE ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SBCS REPORTS, ANY EXPERIAN DATA, OR ANY OTHER MATERIALS (TANGIBLE OR INTANGIBLE) SUPPLIED BY EXPERIAN HEREUNDER, AND EXPERIAN HEREBY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AS TO THE ACCURACY, COMPLETENESS OR CURRENTNESS OF ANY DATA OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
   3. MEMBER COVENANTS NOT TO SUE OR MAINTAIN ANY CAUSE OF ACTION, CLAIM, DEMAND, CROSS-CLAIM, THIRD PARTY ACTION OR OTHER FORM OF LITIGATION OR ARBITRATION AGAINST EXPERIAN, ITS OFFICER’S DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATED BUREAUS OR SUBSCRIBERS ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES (OR INFORMATION THEREIN) BEING UNAVAILABLE, OR NOT BEING ACCURATE, TIMELY, COMPLETE OR CURRENT.

10. Limitation of Liability. Member acknowledges that Experian maintains several databases updated on a periodic basis, and that Experian does not undertake a separate investigation for each inquiry or request for SBCS Reports made by Member.  Member agrees that it is responsible for determining that the SBCS Reports are in accordance with Experian’s obligations under this Agreement.  If Member reasonably determines that the SBCS Reports do not meet Experian’s obligations under this Agreement, Member shall so notify Experian in writing within ten days after receipt of the SBCS Reports in question.  Member’s failure to so notify Experian shall mean that Member accepts the SBCS Reports as is.  If Member so notifies Experian within ten days after receipt of the SBCS Reports, then, unless Experian reasonably disputes Member’s claim, Experian shall re-perform the SBCS Reports in question.  EXPERIAN’S REPERFORMANCE OF THE SBCS REPORTS SHALL CONSTITUTE MEMBER’S SOLE REMEDY AND EXPERIAN’S MAXIMUM LIABILITY UNDER THIS AGREEMENT.  IF NOTWITHSTANDING THE ABOVE, LIABILITY IS IMPOSED ON EXPERIAN, THEN MEMBER AGREES THAT EXPERIAN’S TOTAL LIABILITY FOR ANY OR ALL OF MEMBER’S LOSSES OR INJURIES FROM EXPERIAN’S ACTS OR OMISSIONS UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NOT EXCEED THE AMOUNT PAID BY MEMBER TO STREETSHARES UNDER THIS AGREEMENT FOR THE PARTICULAR SBCS REPORTS WHICH ARE THE SUBJECT OF THE ALLEGED BREACH DURING THE SIX MONTH PERIOD PRECEDING THE ALLEGED BREACH BY EXPERIAN.  MEMBER COVENANTS THAT IT WILL NOT SUE EXPERIAN FOR ANY AMOUNT GREATER THAN SUCH AMOUNT.

    NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES TO BUSINESS REPUTATION, LOST BUSINESS, OR LOST PROFITS), WHETHER FORESEEABLE OR NOT AND HOWEVER CAUSED, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MIGHT ARISE.

11. Membership Disclosure.  For purposes of expanding and building SBCS Membership and Database, Member hereby authorizes Experian to share with other potential members that Member is participating in this program and reports Member Data to Experian.
12. Amendments.  This Exhibit may not be modified except by written amendment signed by authorized representatives of all parties.
13. Entire Agreement.  This Exhibit, together with the Data Contribution Agreement as amended herein constitutes the entire agreement between the parties with respect to the SBCS Reports provided hereunder and excluding the underlying separate End User/Customer agreement between StreetShares and Member, supersedes all prior proposals and agreements, both written and oral, and all other written and oral communications between the parties regarding this subject matter.

     

See Appendices A, B, and C attached to your Experian Addendum to Atlas Services Order Form.