TERMS AND CONDITIONS

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Spotlight Financial, Inc. agrees to provide to Licensee the Services described and referred to in Paragraph 1 of this Agreement, and Licensee subscribes to such Services in accord with this Agreement:


1)The Services.

The service and web application ("Services") described within this agreement shall consist of a non-exclusive and non-transferable license to access CU metric's Call Report based credit union analysis website https://www.cu-metrics.com ("CUmetrics"). The CUmetrics website provides access to various metrics related to credit unions based upon public and proprietary information. It may also include other features and services of interest to credit unions and other non-credit union entities. The choice of such features and services is entirely up to CUmetrics and Spotlight Financial. The specific features and services provided may change at any time and without notice.


2)Term.

a)This Agreement shall be effective from the Commencement Date and shall remain in full force until the date that is 1 year (12 months) from the date that Services, as defined in Section 1, are first provided (the "Term"), unless earlier terminated or any renewal thereof, as follows: (i) Licensee may terminate this Agreement at any time upon not less than 14 days prior written notice to Spotlight Financial and upon payment of the charges set forth in paragraph 3(a) and 3(b) of this Agreement; (ii) Spotlight Financial may terminate this agreement at any time upon not less than 14 days prior written notice to the Licensee and upon delivery of agreed upon services set forth in the previous Services definition, and (iii) Spotlight Financial may terminate this Agreement at any time immediately upon written notice to Licensee in the event of a breach by Licensee of any provision of this Agreement.

b)The Term shall be automatically renewed for successive annual (12 month) periods at the prevailing rates offered by Spotlight Financial unless cancelled by 30 days prior written notice by Licensee or Spotlight Financial. If this Agreement is renewed for any additional period beyond the initial term, and the prevailing rates are different than the initial rates, a renewal notice and updated prevailing rate schedule will be furnished within 30-days of Agreement expiration in the form of an amended Schedule.


3)Charges.

a)Licensee agrees to pay Spotlight Financial the amount indicated on the Fee Schedule available at https://www.cu-metrics.com/Plans.aspx, as the same may be amended from time to time (the "Schedule").

b)If this Agreement is terminated pursuant to paragraph 2 hereof, Licensee shall be liable for all amounts payable pursuant to paragraph 3(a) through the date of termination, and shall be refunded for all amounts paid after the date of termination.


4)Restrictions on Use.

a)The Services are solely and exclusively for the use of Licensee and may not be used for any purpose or in any manner inconsistent with the provisions of this Agreement.

b)It is expressly agreed between the parties that the rights granted to Licensee under this Agreement do not include the right to store all or any part of the Data or databases for access by any third party, other than the Licensee, or to distribute or share with any third party any database services containing all or part of such Data.

Licensee shall not use any of Spotlight Financial’s trademarks, trade names, or service marks in any manner that creates the impression that such names and trademarks belong to or are identified with Licensee, and Licensee acknowledges that it has no ownership rights in and to any of these names and marks.


5)Warranties and Limitations of Liabilities.

a)SPOTLIGHT FINANCIAL MAKES NO WARRANTY, EXPRESSED OR IMPLIED, AS TO RESULTS TO BE ATTAINED BY LICENSEE OR OTHERS FROM THE USING OF THE SERVICES, AND THERE ARE NO EXPRESSED OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. Spotlight Financial, its suppliers, and its third party agents shall have no responsibility or liability, contingent or otherwise, for any injury or damages, which is caused by the negligence of Spotlight Financial, its employees, subcontractors, agents, equipment vendors or otherwise, arising in connection with the Services rendered under this Agreement, and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages or any claim against Licensee by any other party. The Services provided by Spotlight Financial hereunder are obtained or derived by Spotlight Financial from sources that Spotlight Financial, using commercially reasonable resources, has reason to believe are reliable, such as pricing services, brokers, dealers, underwriters and securities exchanges.

b)Licensee hereby covenants and agrees to indemnify and hold Spotlight Financial and all of Spotlight Financial’s officers, directors, shareholders, subsidiaries, affiliates, employees, agents and representatives and Spotlight Financial’s third party suppliers of the Services (collectively, the “Indemnities”) harmless from and against any and all claims, damages, liabilities, costs, losses and expenses (including, without limitation, all judgments, costs and reasonable attorneys fees and amounts paid in settlement or compromise of any litigation) of any kind or nature whatsoever which may be sustained or suffered by any of the Indemnities which, directly or indirectly, may be based upon, result from, relate to or arise out of (i) any claim or demand by any client of Licensee or any third party regarding the accuracy or completeness of any of the Services supplied by Spotlight Financial to Licensee; or (ii) any data, information, service, report, analysis or publication derived from such Services.

c)Spotlight Financial is not responsible for the reliability or continued availability of the telephone lines and communications equipment used by Licensee in accessing any Services. Spotlight Financial is not liable for (i) any special, indirect, consequential or punitive damages (even if advised of the possibility of such), (ii) any delay by reason of circumstances beyond its control.

d)Spotlight Financial represents and warrants that the Services as provided in accordance with the terms of this Agreement do not infringe the rights of any third party with respect to license agreements, copyrights, trademarks or patents. To the extent that the Services are comprised of, contain, or incorporate intellectual property, Spotlight Financial represents and warrants that it owns, has rights in and to, or has obtained all necessary rights, licenses and consents in order to provide the Services in accordance with this agreement. Spotlight Financial hereby agrees to indemnify and hold harmless Licensee and its respective officers, directors, employees, agents, controlling persons, affiliates, subsidiaries, divisions, sub-licenses, successors, and assigns (the “Indemnified Parties”) against any and all claims, losses, damages, costs, liabilities, and expenses with any of the Indemnified Parties may become liable as a result any proceeding alleging infringement of trademark, copyright or patent rights caused by Licensee’s use of the Services pursuant to this Agreement. But, Spotlight Financial shall not so indemnify, defend, and hold harmless any Indemnified party from any claim or allegation or infringement due to Licensee’s acts or use of the Services and /or underlying data and database in a way that does not comply with the terms of this Agreement. Licensee must fully cooperate with Spotlight Financial in the defense against, or in any investigation of, the claims or threatened claims of any third party as a condition to receiving any indemnification hereunder.

e)While Spotlight Financial shall exercise good faith in delivering the Services to Licensee, the liability of Spotlight Financial and the suppliers of data to Spotlight Financial and Licensee’s remedy for any claim or allegation of loss or damage arising from or related to this Agreement, regardless of the form of action or allegation, shall be limited to one-half (1/2) of the Fees paid to Spotlight Financial under the applicable Schedule during the twelve (12) full calendar months prior to the date of the claim. In no event will any of Spotlight Financial or any of its suppliers have any liability to Licensee, or any third party, for errors, omissions or malfunctions in the Services, other than the obligation of Spotlight Financial to endeavor, upon receipt of written notice from Licensee, to correct a malfunction, error, or omission in the Services. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors.


6)Miscellaneous.

Spotlight Financial shall have the right at any time to change the technical specifications of any aspect of the Services and, in such instance, Spotlight Financial shall give reasonable notice and take all reasonable steps to maintain compatibility of the Services. If any litigation arises out of this Agreement, the case shall be heard by the United States District Court for the District of Oregon if such federal court has jurisdiction, and if not, by the Circuit court of Oregon, Multnomah County. The parties hereto waive an objection to such venue based on inconvenient forum. This Agreement will be governed by the laws of the State of Oregon, regardless of choice of law principles thereof. The prevailing party in any litigation must be awarded attorneys fees and costs.



7)Assignment.

Licensee shall not assign this Agreement or the rights hereunder without the consent of Spotlight Financial.



8)Complete Agreement; Modifications or Waivers.

This Agreement, together with the Schedule, which is incorporated herein by reference, is the complete and exclusive statement of the agreements between both parties with respect to the subject matter hereof and supersedes any oral or written communications or representations or agreements relating thereto. No change in any modifications or waivers regarding this Agreement shall be binding unless in writing and signed by the parties hereto.



9) Confidential Information.

After the commencement of Services, parties may disclose to each other confidential and proprietary data and information. The parties hereby agree that the following terms and conditions shall apply to the delivery, disclosure and use of certain customer data, underwriting processes, technology and/or other information relating to Licensee’s or Spotlight Financial’s current and/or proposed products, including, but not limited to, research, products, services, compilations, techniques, development efforts, inventions, processes, graphics, marketing or finances, and all other information ("Confidential Information") disclosed by one party to the other in written or other tangible form, and in the case of verbal information, provided such Confidential Information transmitted verbally by either party to the other is first identified as confidential. Each party warrants that it has the right to disclose all such Confidential Information pursuant to this Agreement. NO OTHER WARRANTIES WITH RESPECT TO SUCH CONFIDENTIAL INFORMATION, EITHER EXPRESS OR IMPLIED, ARE MADE BY EITHER PARTY HEREUNDER. Each party acknowledges and agrees that title to and ownership of the Confidential Information shall remain with the disclosing party, and that the Confidential Information disclosed under this Agreement is confidential and proprietary and constitutes valuable trade secret information of the disclosing party. Each party hereto agrees not to use the Confidential Information of the disclosing party for its own use or for any other purpose except to provide Services under this Agreement. Neither party shall copy of reproduce, in any manner, any Confidential Information disclosed by the other. Spotlight Financial agrees that all information communicated to it by the Licensee will be received in confidence and will be used only for the purposes and activities contemplated by the Licensee’s engagement of Spotlight Financial. Licensee agrees that Spotlight Financial may, from time to time share information communicated by the Licensee to Spotlight Financial with any of Spotlight Financial’s affiliates, agents and consultants which have a nondisclosure agreement with Spotlight Financial to maintain the strict confidence of such information. Spotlight Financial will not reuse, disclose or re-disclose, directly or indirectly, confidential or nonpublic information of or about customers of the Credit Union to any person or entity, except as provided in the previous sentence. Licensee further agrees that Spotlight Financial may aggregate Licensee’s data with other Spotlight Financial customer data to provide summaries, comparative analyses, or other analyses that Spotlight Financial may make available from time to time to third parties including the Licensee, so long as an individual credit union's data cannot be individually accessed or identified by third parties. Further, each party agrees that it will take all appropriate action to satisfy its obligations under this Agreement, and each party shall use no less than reasonable care to satisfy its obligations under this Agreement. Spotlight Financial will comply with all federal and state laws and the rules and regulations of applicable regulatory agencies protecting the privacy rights of the Licensee’s customers, including without limitation, the Gramm-Leach-Bliley Act, The Economic Espionage Act, the Right to Financial Privacy Act, and similar state and local laws. Except to the extent otherwise required by applicable law, Spotlight Financial’s obligations do not apply to information that is or becomes generally available to the public through legal means.