FICO® Score Open Access eLearning
THIS ORDER FORM (“ORDER FORM”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE FAIR ISAAC PRODUCTS (AS DEFINED BELOW) AND SERVICES (AS DEFINED BELOW) AND, ALONG WITH THE PLA (DEFINED BELOW) IS AN AGREEMENT BETWEEN YOU (OR, IF YOU REPRESENT AN ENTITY, THE ENTITY YOU REPRESENT) (COLLECTIVELY, “CLIENT”) AND FAIR ISAAC (DEFINED BELOW). THIS ORDER FORM TAKES EFFECT WHEN CLIENT CLICKS THE “I ACCEPT” OR “PLACE ORDER” OR “PURCHASE” OR SIMILAR BUTTON OR CHECK BOX PRESENTED WITH CLIENT’S ORDER (ALONG WITH THIS ORDER FORM FOR CLIENT’S ORDER AND THE PLA (DEFINED BELOW) AT THE TIME OF PURCHASE THROUGH THE FICO MARKETPLACE (DEFINED BELOW), OR WHEN CLIENT FIRST USES OR OTHERWISE ACCESSES THE FAIR ISAAC PRODUCTS (DEFINED BELOW) (INCLUDING ANY FICO MATERIALS OR CONTENT) OR SERVICES, WHICHEVER OCCURS FIRST (“ORDER FORM EFFECTIVE DATE”).
CLIENT HEREBY REPRESENTS TO FICO THAT CLIENT IS LAWFULLY ABLE TO ENTER INTO A CONTRACT AND CLIENT HAS THE LEGAL AUTHORITY TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT.
Capitalized terms used herein that are defined in the PLA have the meanings given to such terms in the PLA. Other terms may be defined in context with this Order Form. The following terms, as used in this Order Form, will have the meanings set forth below:
“Agreement” means, collectively, the PLA and the Order Form.
“Deliverables” collectively means the analyses, reason codes, exception codes, documentation, reports or other deliverable(s) provided by Fair Isaac to Client (either directly or through use of the user interface) and any derivative works from the Fair Isaac Product or Services under this Order Form.
“Designated Site” means the designated Fair Isaac data center in which the Fair Isaac Product is hosted.
“Documentation” means the technical manuals and/or instructions and/or user information and/or training materials, including without limitation the guides and other documentation which accompany the Fair Isaac Product and which contain its technical specifications, as may be amended from time to time (including without limitation by way of upgrade and/or the installation of a new version on a when and if available basis).
“Fair Isaac” means Fair Isaac Corporation.
“Fair Isaac Product” means the FICO® Score Open Access eLearning course Software product, FICO® Score Education – Answering Customer Questions (and any modifications made to such product by Fair Isaac).
“Hosting Services” means collectively the services for hosting and operation of the Fair Isaac Product as described in this Order Form.
“Marketplace” means a marketplace infrastructure and interface developed by Fair Isaac and its third party licensors through which Client purchases and accesses products and services.
“Permitted User” shall mean each identified individual (not concurrent) user that is an employee of Client and expressly authorized to use the Fair Isaac Product.
“PLA” means the (i) the program license agreement or other agreement, if any, entered into between Client and Fair Isaac for the FICO® Score Open Access program, or (ii) if the Client and Fair Isaac have not entered into an agreed under subpart (i), the Customer Agreement.
“Services” means the Hosted Services and any Additional Services specified and provided by Fair Isaac hereunder.
“Software” means all programs, code (which will be delivered in object code form only) specifications, graphical user interface (GUI), including all media of delivery thereof (CD, Tape or other electronic means), including all updates, modifications, releases and enhancements.
2. Product and Services.
2.1 Fair Isaac Product. Pursuant to the terms and conditions of the Agreement, Fair Isaac agrees to provide Client with access to the current generally available version of the Fair Isaac Product through the Hosted Services. The Fair Isaac Product and Documentation shall be deemed Fair Isaac’s Intellectual Property.
2.2 Hosted Services and Reporting. Subject to Client’s compliance with its obligations hereunder (including, but not limited to, payment of all applicable fees), Fair Isaac agrees to provide the Hosted Services to Client hereunder, including the monthly reporting described below. Monthly reports comprise the summary reports and detailed reports. Summary reports provide aggregated statistics across all learners, including number of enrollments and remaining licenses, rate of course completion, average, high and low test scores. Detailed reports provide learner-specific usage and results, including learner name, course status and test score. Fair Isaac will deliver the reports to Client’s designated Training Contact. Standard reports (including content and presentation) cannot be changed.
2.3 Out of Scope. Any service not specifically itemized in this Order Form is considered outside the scope of Services provided by Fair Isaac.
3. License and Grant Restrictions.
3.1 License Grant to Fair Isaac Product; Hosted Services; Documentation. Subject to the terms and conditions of the Agreement, Fair Isaac hereby grants to Client, effective during the Order Form Term, a personal, non-exclusive, non-transferable, non-sublicenseable, limited copyright license to use the Fair Isaac Product as made available through the Hosted Services (along with Documentation made available hereunder); only by Permitted Users; only for the benefit of Client’s internal business purposes as part or and in furtherance of the FICO® Score Open Access program (“Intended Purpose”).
3.2 License Grant to Deliverables. Subject to the terms and conditions of the Agreement, Fair Isaac grants to Client a personal, non-exclusive, non-transferable, non-sublicenseable, limited license to use the Deliverables only by authorized employees of Client; only during the Term of this Order Form; and only for the benefit of Client’s Intended Purpose.
3.3 General License Restrictions. All licenses granted to Client are subject to the terms of the Agreement, including the restrictions set forth in elsewhere in this Order Form. With respect to any Fair Isaac Product, Services, Documentation, or Deliverables, Client and its employees, representatives, and/or agents shall not: (i) use them for any purpose other than the Intended Purpose or in any other manner that exceeds the scope of any license granted under this Order Form or that otherwise constitutes a breach of this Order Form; (ii) in any way modify, adapt, translate, or make derivative works from them; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to reduce any object code to human perceivable form or permit others to do so; (iv) disclose them to, or permit the use or access of them by, any third party; (v) assign, sublicense, lease, transfer, or distribute them; (vi) operate any Fair Isaac Product, Services, Documentation, or Deliverables for timesharing, rental, outsourcing, or service bureau operations (or otherwise for the benefit of any party other than Client); or (vii) disclose or publish performance benchmark results for any Fair Isaac Product, Services, Documentation, or Deliverables to an entity other than Client, without Fair Isaac’s prior written consent.
4.1 Services Warranty. Fair Isaac warrants that Additional Services performed hereunder shall be performed in a professional and workmanlike manner consistent with generally accepted industry practices. Client must report any breach of the foregoing warranty within thirty (30) days after completion of the Additional Service that formed the basis of such breach. For any breach of this warranty, Client’s exclusive remedy, and Fair Isaac’s entire liability, shall be the re-performance of the Additional Service that formed the basis of such breach at no additional charge.
4.2 WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS ORDER FORM, FAIR ISAAC DOES NOT MAKE ANY FURTHER WARRANTIES AND HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, NON-INFRINGEMENT, USAGE OR TRADE PRACTICE. Client is solely responsible for results obtained from the use of any Fair Isaac Product, Services or Deliverables and for conclusions drawn therefrom.
5. Payment Terms.
Except as otherwise provided, all fees, charges, and expenses must be paid within 30 days of the date of the invoice. All amounts are payable in US Dollars in accordance with the instructions provided in the invoice or other instructions provided by Fair Isaac. Without prejudice to its other rights and remedies, if Fair Isaac does not receive any payment within 30 days from the date it is due, Fair Isaac may assess a late payment charge on the unpaid amount at the rate of 1.5% per month or the highest rate allowed under applicable law, whichever is less. In addition, Fair Isaac may terminate this Order Form, including any licenses granted to Client in this Order Form, but not until Fair Isaac has given Client written notice, and the amount remains unpaid 30 days after Fair Isaac gives the notice. Client shall reimburse Fair Isaac for all reasonable costs related to any proceedings to collect any past-due amounts, including without limitation attorneys’ fees and expenses. Except as otherwise expressly provided, no refunds are available. Prices do not include reasonable travel and associated out-of-pocket expenses incurred by Fair Isaac in connection with this Order Form, which Client agrees to reimburse at Fair Isaac’s actual cost. All charges under this Order Form are stated exclusive of any applicable taxes, and Client will be solely responsible for, and shall pay or reimburse Fair Isaac for, all taxes.
6. Term and Termination.
6.1 Term. Unless terminated earlier in accordance with the PLA or this Order Form, this Order Form and the rights granted hereunder commence on the Order Form Effective Date and continue in full force for a term as follows: Client hereby agrees to subscribe to the Hosted Services, as set forth in this Order Form, beginning on the Order Form Effective Date and continuing for twelve months (“Order Form Term”).
6.2 Survival. The following provisions of this Order Form will survive expiration or termination of this Order Form: Article 1 (Definitions), Section 3.3 (General License Restrictions),Section 4.2 (Warranty Disclaimer), Article 5 (Payment Terms), Section 6.2 (Survival), and Article 8 (Miscellaneous).
Client is solely responsible for (i) (i) providing a designated training contact (“Training Contact”), (ii) providing the geographic location of Permitted Users, (iii) providing written notification of any users to be deactivated as soon as possible (but within 30 days of the monthly report of active users), (iv) testing and restricting access to the FICO Learning Portal (e.g., ensuring appropriate firewalls) and (v) reporting to Fair Isaac any problems with the Fair Isaac Product or Services. Client hereby grants to Fair Isaac a royalty free license to use the information described above in connection with the Services contemplated hereunder. Client represents and warrants to Fair Isaac that it (a) has sufficient rights in the required information and (b) has obtained from all consents and authorizations with respect to the use of such information as contemplated hereunder.
This Order Form, together with the PLA, 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. In the case of any conflict between the provisions of this Order Form and the PLA, the provisions of this Order Form control. Any other terms, conditions, supplements, modifications, or amendments to this Order Form will not be binding upon either party unless expressly set forth in a writing signed by authorized representatives of Client and Fair Isaac. This Order Form may be executed on separate counterparts or signature pages, which will be considered the same as if a single document had been executed.