Other appropriate purpose as agreed to by TransUnion and Subscriber in an applicable DSR. Vermont Certification. In no event may Subscriber reverse engineer the TransUnion Scores. Upstart Holdings, Inc. ("Upstart") announced today the pricing of its initial public offering of its common stock at a price to the public of $20.00 per share. From time to time, Subscriber may desire to obtain depersonalized data (“Data Services”) identified in a Data Services request form or other mutually agreed upon document signed by an authorized representative of Subscriber (“Data Services Request” or “DSR”).Subscriber represents and warrants that Subscriber shall use any and all Data Services received pursuant to this Agreement solely for one or more of the following purposes: Determination of the validity of an existing risk score model or of certain data attributes, when such model or attributes will be used in conjunction with the evaluation of consumer credit information received and used under this Agreement; Building Subscriber’s own consumer credit information-based model which model shall be used solely in conjunction with the evaluation of consumer credit information received and used under this Agreement; Review and validation of Subscriber’s policies relating to credit eligibility or any other permissible purpose under the FCRA, which policies Subscriber shall use in conjunction with evaluating consumer credit information received and used under this Agreement; Determination of the qualitative value of consumer credit information TransUnion provides under this Agreement; or. NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, TransUnion and Subscriber hereby agree as follows: Scope of Agreement. or otherwise disposed of, by operation of law or otherwise, in whole or in part, by BILLING AGENT. Moreover, any such termination shall not relieve Subscriber of any fees or other payments due to TransUnion through the date of any such termination nor affect any rights, duties or obligations of either party that accrue prior to the effective date of any such termination. TransUnion may provide score reason codes to Subscriber, which are designed to indicate the principal factors that contributed to the TransUnion Score, and may be disclosed to consumers as the reasons for taking adverse action, as required by the Equal Credit Opportunity Act (“ECOA”) and its implementing Regulation (“Reg. This Exhibit for Fair Isaac Scores is entered into pursuant to the terms of that certain TransUnion Master Agreement for Consumer Reporting and Ancillary Services entered between TransUnion and Subscriber. TransUnion represents and warrants that the Services will be provided in a professional and workmanlike manner consistent with industry standards. Upstart Holdings, Inc. 2020 Equity Incentive Plan and related form agreements. With the exception of TransUnion’s obligation, if any, to provide Services under this Agreement, all provisions of this Agreement shall survive any such termination of this Agreement including, but not limited to, all restrictions on Subscriber’s use of Services Information. Prescreen Services may include scores, attributes and/or other appends as mutually agreed. From time to time TransUnion may provide business and technical information, which TransUnion considers confidential or proprietary (“Confidential Information”), to BILLING AGENT in connection with the services to be performed by BILLING AGENT under this Agreement. Any portion of such Confidential Information that is specific (i.e., business practices, database management techniques, etc.) Each party understands that it will be responsible for paying and reporting one hundred percent (100%) of all applicable taxes and social insurance including, but not limited to, federal and state employment and income taxes, social security taxes and unemployment insurance, for itself, its principals and its employees. Safeguards. BILLING AGENT, to the extent it is engaged by a Customer for the purpose of requesting, receiving, processing and/or storing Services represents, warrants and covenants to TransUnion that any such actions shall be conducted solely in its capacity as an agent for such Customer, for the benefit of such Customer, and shall at all times be consistent with the terms, conditions, and restrictions contained in the Service Agreement in effect between the Customer and TransUnion. Moreover, without limiting the foregoing, all nonpublic information regarding names and addresses of any Customers, pricing, account invoices, training and educational manuals, memoranda, notes, records, drawings, manuals, disks, or other documents and media pertaining to TransUnion’s business and/or BILLING AGENT’S activities or duties under this Agreement, in whatever form and including all copies, extracts, summaries, and analyses thereof, shall also be deemed Confidential Information also belonging to TransUnion. Amended and Restated Certificate of Incorporation of the registrant, as amended by a certificate of amendment dated November  30, 2020, as currently in effect. If collection efforts are not fully successful within twelve months of initiation, BILLING AGRENT shall reimburse TransUnion in full for any balance due to TransUnion for Services rendered. Certain information has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Entire Agreement. B. THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ALL EXHIBITS AND ATTACHMENTS HERETO, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN TRANSUNION AND SUBSCRIBER AND SUPERSEDES ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, SOLELY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer, or in connection with servicing or processing a financial product or service requested or authorized by the consumer; As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer, or in connection with maintaining or servicing the consumer’s account with Subscriber and Subscriber is a financial institution; With the consent or at the direction of the consumer; To protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability; For use solely in conjunction with a legal or beneficial interest held by Subscriber and relating to the consumer; or. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. B”) and (c) Subscriber’s use of the FICO Scores otherwise remaining in compliance with the terms of this Exhibit. Titles and headings to sections or paragraphs in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement. SAN MATEO, Calif.-- (BUSINESS WIRE)--Upstart Holdings, Inc. (“Upstart”) announced today the pricing of its initial public offering of its common stock at a price to the public of $20.00 per … Force Majeure shall mean occurrences beyond the reasonable control of the party affected, including acts of God; strikes, boycotts or other concerted acts of workmen; failure of utilities; laws, regulations or other orders of public authorities; military action, state of war or other national emergency; fire or flood which, by the exercise of reasonable diligence, the delayed party is unable to prevent or provide against. no other Score information may be used, including, but not limited to, adverse action reasons, documentation, or scorecards may be used); and, (iii) Subscriber’s depersonalized analytics and/or depersonalized third party modeling analytics performed on behalf of Subscriber, using Scores, will be kept confidential and not disclosed to any third party except to: (a) Subscriber’s third party processing agents and other contractors of Subscriber who have executed an agreement that limits the use of the Scores by the third party only to the use permitted to Subscriber and contains the prohibitions set forth herein regarding model development, model calibration, reverse engineering and confidentiality; (b) to governmental regulatory agencies; and/or, (c) as required by law. § 1681, ET SEQ.) BILLING AGENT agrees that if, after execution of this Agreement, it discovers a conflict of interest with respect to this Agreement, it shall make an immediate disclosure in writing to TransUnion, which shall include a description of the action which BILLING AGENT has taken or proposes to take to avoid or mitigate such conflict. Szulczewski will own 56% of the company after the IPO, the prospectus said. TRANSUNION’S SOLE LIABILITY, AND SUBSCRIBER’S SOLE REMEDY, FOR BREACHES OF THIS AGREEMENT BY TRANSUNION ARISING FROM TRANSUNION’S NEGLIGENCE SHALL BE THE CORRECTION OF ANY DEFECTIVE SERVICE OR THE REFUND OF FEES PAID FOR SAME. Except as explicitly set forth in this Agreement the entire right, title and interest in and to the Services and all copyrights, patents, trade secrets, trademarks, trade names, and all other intellectual property rights associated with any and all ideas, concepts, techniques, inventions, processes, or works of authorship including, but not limited to, all materials in written or other tangible form developed or created by TransUnion in its performance of the Services, shall at all times vest exclusively in TransUnion. (Note: Upstart Holdings said its IPO was priced at $20 – the low end of its $20-to-$22 range – on 12 million shares, the same number of shares cited in the prospectus.) Fees and Payments. In the event Subscriber obtains any fraud prevention services from TransUnion in conjunction with Consumer Report Information or as a stand-alone service, Subscriber shall not use the fraud prevention services, in whole or in part, as a factor in establishing an individual’s creditworthiness or eligibility for credit, insurance, employment, or for any other purposes under the FCRA. BILLING AGENT shall preserve such records for a period of at least. Third Amended and Restated Loan Sale Agreement, dated January  1, 2019, between Upstart Network, Inc. and Cross River Bank, amended as of November 25, 2020. Subscriber agrees to comply with Vermont law when requesting a consumer report on a Vermont resident. ITEM 14. This Agreement is not intended to create or evidence any employer-employee arrangement, agency, partnership, joint venture, or similar relationship of any kind whatsoever between TransUnion and Subscriber. Employee Incentive Compensation Plan. For the purpose of this Section 4.4.3, “Government Authority” means any national, provincial, state, municipal, local or foreign government, ministry, department, commission, board, bureau, agency, authority, instrumentality, unit, or taxing authority thereof. Subscriber certifies that the nature of Subscriber’s business is as described by Subscriber in Subscriber’s customer membership materials. The stock’s first trade on the Nasdaq was for $26.00 at … In the event of a conflict between this Exhibit and the Agreement, the terms of this Exhibit shall govern solely with respect to FICO Scores. As filed with the Securities and Exchange Commission on December 7, 2020. If any term or provision of this Agreement is held by a court of competent jurisdiction be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. AND/OR OTHER LAWS, REGULATIONS AND/OR JUDICIAL ACTIONS TO THE EXTENT SUCH DAMAGES RESULT FROM BILLING AGENT’S (INCLUDING, WITHOUT LIMITATION, BILLING AGENT’S EMPLOYEES’) BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND/OR FROM BILLING AGENT’S (INCLUDING, WITHOUT LIMITATION, BILLING AGENT’S EMPLOYEES’) NEGLIGENCE OR INTENTIONAL CONDUCT. SAN MATEO, Calif.-- (BUSINESS WIRE)--Upstart Holdings, Inc. (“Upstart”) announced today that it has filed a registration statement on Form S-1 with the U.S. Securities and Exchange … Amended and Restated Revolving Credit and Security Agreement, dated May 22, 2020, between Upstart Loan Trust and Goldman Sachs Bank USA. In the event of any breach of this warranty, TransUnion shall exercise commercially reasonable efforts to. IN NO EVENT SHALL SUBSCRIBER, TRANSUNION OR FAIR ISAAC BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY ANY PARTY AND ARISING OUT OF THE PERFORMANCE OF THIS EXHIBIT, INCLUDING BUT NOT LIMITED TO LOSS OF GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. BILLING AGENT will fulfill all its obligations under this Agreement in a professional and workmanlike manner. B”). WHEREAS, TransUnion and Subscriber wish to amend and restate the Existing MSA in its entirety. This is the initial public offering of shares of common stock of Upstart Holdings, Inc. We are offering shares of common stock. With respect to each request for Data Services, Subscriber represents and warrants that: (i) it does not have the ability to match the Data Services to the identity of any consumer; (ii) it shall make no attempt to obtain data permitting it to match the Data Services to the identity of any consumer; (iii) it will not accept any information from any third party that permits such a match; and, (iv) it will make no such match. RECENT SALES OF UNREGISTERED SECURITIES. From January 2017 through February 2017, we sold an aggregate of 307,825 shares of our Series. Use of TransUnion Scores for Model Development or Model Calibration. Revenue in the first nine months of this year was $146.7 million, about 44% higher than in … Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. Upstart did not receive any proceeds from the sale of the shares by the selling stockholders. Moreover, this Agreement, including the rights and obligations contained in this Agreement, may not be assigned, transferred (e.g., via stock purchase, sale of assets, etc.) Both parties shall have the right to require, at each party’s respective discretion and as communicated in writing, the correction or deletion of any misleading, false, or objectionable material from any Materials. With 477,558,320 class A and 108,859,160 Class B shares excellent, Want’s valuation may hit $14.06 billion at $24 a share. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a. Each of these notes was converted on June 30, 2018 into shares of our Series. Force Majeure. During the term of this Agreement and for a period of three (3) years thereafter, TransUnion may, upon reasonable notice and during normal business hours, audit Subscriber’s policies, procedures and records which pertain to this Agreement to ensure compliance with this Agreement. If there is a conflict between the General Terms and the terms of Exhibit A, the General Terms shall prevail; if there is a conflict between the General Terms and the terms of Exhibit B, Exhibit B shall prevail solely with respect to the FICO Scores as defined in Exhibit B. Subscriber’s Business. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Moreover, Subscriber shall require that Processor provide to TransUnion, in a mutually agreed upon format, clearly labeled media identifying all consumers on such refined Prescreened List so that TransUnion can post inquiries to its files on such consumers as required by law. This Agreement applies to any of those information services which Subscriber may desire to receive from TransUnion and which TransUnion offers to Subscriber. Copies of the final prospectus may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526 or by e-mail at prospectus-ny@ny.email.gs.com; BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, by telephone at (800) 299-1322 or by e-mail at dg.prospectus_requests@bofa.com, or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9146. Upstart is a leading AI lending platform partnering with banks to expand access to affordable credit. Fair Isaac also warrants that the credit scoring algorithm does not consider any “prohibited basis” as defined or restricted by Reg. Any such notice or other communication shall be sufficiently given if: (1) delivered personally to the address, referred to below, of the party to whom notice is to be given; or, (2) sent by. Both parties understand that the other party will not contribute to Medicare, Social Security or any other required employment taxes on behalf of the other party, including without limitation such other party’s principals and employees, nor will the other party withhold income taxes from compensation paid to the other party. Subject to the terms and conditions of the Agreement, the following is the current pricing*: Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Both parties shall retain the right to cause services of the same or a different kind to be performed by its own personnel or other agents during the term of this Agreement. Survival. If any such claim of infringement has occurred or in TransUnion’s opinion is likely to occur, then TransUnion may, at its option and expense: (i) use commercially reasonable efforts to procure for Subscriber the right to use the infringing Services; (ii) replace or modify the infringing portion of the Services so that it is no longer subject to any infringement claim, or, (iii) if the foregoing, in TransUnion’s reasonable determination, is not practicable, TransUnion shall so notify Subscriber of such determination and Subscriber shall have the right to immediately terminate this Agreement. Independent Contractor. All obligations of confidentiality set forth herein shall survive any such destruction of tangible Confidential Information as well as the return of tangible Confidential Information to TransUnion. SAN MATEO, Calif.--(BUSINESS WIRE)--Dec 18, 2020--Upstart Holdings, Inc. (“Upstart”) (Nasdaq: UPST) announced today the closing of its initial public offering of its common stock at a price to the public of $20.00 per share, which includes 9,000,000 shares offered and sold by Upstart… View source version on businesswire.com: https://www.businesswire.com/news/home/20201218005678/en/, Press Any attempt to so subcontract, assign, or transfer such rights and obligations shall result in immediate termination of this Agreement. Format and Delivery. TransUnion reserves all rights not explicitly granted to Subscriber under this Agreement. See the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement on Form. including, without limitation, all amendments thereto (“FCRA”). Depersonalized Data Services. In the event of any ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by each of the parties and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. For $ 26.00 at 12:44 p.m fee and the exchange listing fee subscribers electing Instant Decision Processing.... Of these Securities were made without any general solicitation or advertising accrued interest a... Involving the consumer who is the subject of the parties has jointly participated in the manner required by law... Capital stock, amended, as currently in effect upon completion of this Agreement to the forgoing notices will LIMITED! 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