White-Label Partner Addendum
This White-Label Partner Addendum (this “Addendum”) is between DocDissect, LLC, a Connecticut limited liability company doing business as SpreadSpace (“SpreadSpace”), and the entity identified as the partner in an Order Form that references this Addendum (“Partner”). It supplements the Master Service Agreement at https://spreadspace.app/legal/msa (the “MSA”), under which Partner is the Customer, and applies only where an Order Form expressly grants Partner the rights described in Section 3.
The MSA prohibits reselling, white-labeling, and making the Services available to third parties. This Addendum opens a single, defined exception for Partner’s End Customers, states the conditions on which SpreadSpace grants it, and requires that the Partner Platform attribute its extraction and spreading functionality to SpreadSpace. Capitalized terms not defined in this Addendum have the meanings given in the MSA.
THIS ADDENDUM TAKES EFFECT WHEN THE PARTIES EXECUTE AN ORDER FORM THAT REFERENCES IT. NO WHITE-LABEL, RESALE, OR SUBLICENSE RIGHT EXISTS EXCEPT AS STATED IN THIS ADDENDUM AND THAT ORDER FORM.
1. Scope and Precedence
1.1 Relationship to the MSA. This Addendum is part of the agreement between SpreadSpace and Partner. Except as this Addendum modifies them, all terms of the MSA apply to Partner and, through Partner, to each End Customer.
1.2 Precedence. In a conflict, this Addendum controls, then the Order Form, then the MSA, then the Documentation. Where this Addendum states that a term is as set out in the Order Form, the Order Form supplies that term.
1.3 Single exception. Notwithstanding MSA Sections 2.1 and 2.2(a) and (b), Partner may make Outputs available to End Customers solely as Section 3 permits. No other exception to MSA Section 2.2 is granted, and every other restriction in the MSA continues to apply to Partner and to each End Customer.
2. Definitions
2.1 “Partner Platform” means Partner’s software product identified in the Order Form, as offered to End Customers under Partner’s brand or an End Customer’s brand.
2.2 “End Customer” means an entity that (a) meets the eligibility criteria stated in the Order Form, (b) licenses the Partner Platform under a written End Customer Agreement, and (c) is identified to SpreadSpace by a Tenant Identifier.
2.3 “End Customer Agreement” means the written agreement between Partner and an End Customer governing the End Customer’s use of the Partner Platform.
2.4 “SpreadSpace Materials” means the Services and everything SpreadSpace makes available to Partner, including: the API and its request and response formats; output schemas; field names, taxonomies, and classification hierarchies; spread templates and layouts; ratio and metric definitions and their calculation logic; normalization, period, and entity-resolution rules; confidence scores, flags, and review signals; the SDKs, client libraries, embeddable components, and sample code; the Documentation, sandbox, and sample data; any dashboard or workspace access; SpreadSpace’s prompts, models, and extraction techniques, whether or not Partner can observe them; and all updates, improvements, and derivatives of any of the foregoing.
2.5 “Geometry Data” means any data describing the position, location, coordinates, bounding region, page, or source line of a value within a document, and any provenance, citation, or link tying a value to its location in a document.
2.6 “Derived Data” means any dataset, model, weights, embeddings, statistics, labels, annotations, benchmark, or other artifact created in whole or in part from Outputs, from SpreadSpace Materials, or from pairing Document Data with Outputs.
2.7 “Competing Product” means any product, service, feature, or capability, whether developed by Partner or obtained from a third party, that performs automated extraction, classification, spreading, or analysis of financial documents, including bank statements, tax returns, financial statements, and similar documents, for lending, credit, or financial-analysis purposes.
2.8 “Restricted Period” means the Term plus twenty-four (24) months after termination or expiration of this Addendum, or such other period as the Order Form states.
2.9 “Tenant Identifier” means the unique identifier Partner assigns to each End Customer and includes on every API request under Section 7.1, or the End Customer-specific credential SpreadSpace issues for that purpose.
2.10 “Restricted Personnel” means Partner’s employees and contractors who are, or within the preceding twelve (12) months were, engaged in designing, developing, or evaluating any Competing Product.
3. License
3.1 Grant. Subject to this Addendum, the Order Form, and the MSA, SpreadSpace grants Partner, during the Term, a limited, revocable, non-exclusive, non-transferable license, without right of sublicense except as Section 3.2 states, to (a) access the API from Partner’s own servers to submit Document Data and receive Outputs, and (b) display Outputs to End Customers within the Partner Platform under Partner’s brand or the End Customer’s brand, solely for each End Customer’s internal business purposes as described in the Order Form.
3.2 End Customers. Partner may permit End Customers to view and use Outputs within the Partner Platform under an End Customer Agreement that complies with Section 9. Partner will not give any End Customer or other person access to the API, to any SpreadSpace credential, or to any SpreadSpace Materials other than Outputs displayed in the Partner Platform.
3.3 API only; no SDK or embed distribution. Unless the Order Form expressly states otherwise, the license covers the API alone. Partner receives no right to distribute SpreadSpace’s SDKs, client libraries, embeddable components, widgets, sample code, or user interfaces, and will not wrap, repackage, rebrand, modify, or redistribute any of them, or any portion of them, within Partner’s own SDK, library, package, plug-in, or developer offering, or otherwise make them available to End Customers or any third party under Partner’s name or any name other than SpreadSpace’s. Where an Order Form permits Partner to place the embeddable components within the Partner Platform, that permission is limited to the unmodified components, served from SpreadSpace’s infrastructure and carrying SpreadSpace’s notices, and does not permit further distribution.
3.4 Exclusions. No right is granted to: (a) resell, sublicense, or make the Services or Outputs available to anyone other than End Customers through the Partner Platform; (b) offer the Services, Outputs, or any SpreadSpace-derived capability as a standalone product, API, data feed, or export; (c) use the Services for Partner’s own account or for any affiliate of Partner, except as the Order Form states; or (d) sublicense or distribute the Partner Platform, to the extent it incorporates Outputs, through any reseller, integrator, or other intermediary.
3.5 Reservation; Derived Data. SpreadSpace retains all right, title, and interest in the SpreadSpace Materials and in all Derived Data. End Customer ownership of Outputs under MSA Section 5.1 conveys no right in the SpreadSpace Materials embodied in or evidenced by those Outputs, including schemas, taxonomies, templates, and ratio logic. Any Derived Data created in breach of this Addendum is assigned to SpreadSpace on creation, and Partner will deliver it to SpreadSpace and then destroy all copies on request.
4. Restrictions
Partner will not, and will not permit any End Customer, affiliate, contractor, or other person to:
4.1 Reverse engineering. Reverse engineer, decompile, disassemble, probe, or otherwise attempt to derive the source code, models, weights, prompts, extraction techniques, classification logic, or training data embodied in the Services, including by systematic querying, differential testing, adversarial inputs, or statistical analysis of Outputs.
4.2 Training and distillation. Use the Services, Outputs, Document Data submitted to the Services, or any pairing of Document Data with Outputs to develop, train, fine-tune, distill, prompt-engineer, evaluate, validate, label, or improve any machine-learning model, extraction system, or Competing Product, or to create any dataset, benchmark, or ground truth for any such purpose.
4.3 Geometry and provenance. Reconstruct, derive, infer, or attempt to create Geometry Data from Outputs, Document Data, or any combination of them, including by matching Output values against document text, OCR output, or page images; or combine Geometry Data obtained from any source with Outputs to build source-tracing, citation, or document-highlighting functionality.
4.4 Schema and taxonomy replication. Use the SpreadSpace Materials to design, specify, replicate, or substantially reproduce any output schema, field taxonomy, classification hierarchy, spread template, ratio definition, normalization rule, review signal, or user interface for any Competing Product; or disclose SpreadSpace Materials to any person engaged in developing a Competing Product.
4.5 Benchmarking and dual-sourcing. Submit Document Data to both the Services and any Competing Product for comparison; publish or disclose any benchmark, evaluation, or performance comparison involving the Services; or use the Services to evaluate, calibrate, or improve any Competing Product. Partner may perform internal quality review of Outputs solely to serve End Customers.
4.6 Proxying and re-exposure. Cache, proxy, relay, mirror, or re-expose the API or Outputs to any person outside the Partner Platform; build any API, feed, bulk export, or integration that delivers Outputs in a form usable outside an End Customer’s own records; or permit any End Customer to export Outputs in bulk except as Section 9.1(b) allows.
4.7 Notices. Remove, alter, or obscure any proprietary notice, identifier, watermark, or metadata in Outputs or SpreadSpace Materials.
4.8 Circumvention. Omit or reuse Tenant Identifiers; circumvent metering, rate limits, scopes, or other controls; share credentials across End Customers; or process production Document Data through Test Mode.
4.9 Personnel. Allow Restricted Personnel to access SpreadSpace Materials, Outputs in aggregate, or the integration code; or allow any person who has had such access to participate in designing, developing, or evaluating a Competing Product during the Restricted Period. Partner will keep a current list of personnel with such access and provide it on request.
4.10 Burden of proof. If Partner develops, acquires, or offers a Competing Product during the Restricted Period, Partner bears the burden of proving by contemporaneous documentation that it was developed without use of or reference to SpreadSpace Materials, Outputs, or Derived Data, by personnel who never had access to them.
5. Competitive Restrictions
5.1 Non-compete. During the Restricted Period, Partner will not, directly or through any affiliate, develop, acquire, license, resell, integrate, market, or offer any Competing Product within the United States, whether within the Partner Platform or otherwise, other than the Services.
5.2 Non-circumvention. During the Restricted Period, Partner will not solicit, induce, or assist any direct customer of SpreadSpace, or any prospect introduced through the parties’ joint activities, to obtain document-extraction or spreading services from anyone other than SpreadSpace.
5.3 Non-solicitation. During the Restricted Period, neither party will solicit for employment any employee or contractor of the other who worked on the relationship, except through general advertising not targeted at that person.
5.4 No residuals. Nothing in this Addendum or the MSA grants Partner any right to use retained, remembered, or “residual” knowledge of the SpreadSpace Materials. The absence of a residuals clause is intentional.
5.5 Tolling. The Restricted Period is extended by any period during which Partner is in breach of Section 4 or this Section 5.
5.6 Acquisition by a competitor. If Partner is acquired by, merges with, or comes under common control with any person that offers a Competing Product, Partner will notify SpreadSpace within ten (10) days, SpreadSpace may terminate this Addendum on notice, and the acquirer and its affiliates are bound by Sections 4, 5, and 6 as to the SpreadSpace Materials and Derived Data.
6. Confidentiality and Trade Secrets
6.1 Status. The SpreadSpace Materials are SpreadSpace’s Confidential Information and, to the extent not generally known, trade secrets under the Connecticut Uniform Trade Secrets Act and the Defend Trade Secrets Act, whether or not marked, and regardless of whether Partner can observe them through ordinary use of the API.
6.2 Duration. For Partner, MSA Section 7.4 is amended: obligations regarding SpreadSpace Materials survive for as long as they remain trade secrets, and in any event for five (5) years after termination or expiration.
6.3 Exclusions narrowed. The exclusions in MSA Section 7.1(b) through (d) do not apply to output schemas, taxonomies, templates, ratio logic, or review signals merely because similar concepts exist in the industry; they apply only to information that is itself publicly available in the form SpreadSpace disclosed it.
6.4 Standard of care. Partner will protect SpreadSpace Materials with safeguards at least equal to those it applies to End Customer nonpublic personal information, and no less than reasonable care.
6.5 The relationship. The terms of the Order Form, SpreadSpace’s pricing to Partner, and the existence of the parties’ relationship are Confidential Information of both parties, subject to the disclosures Section 10.4 permits.
7. Data Retention and Technical Controls
7.1 Tenant Identifier. Partner will include a Tenant Identifier on every API request and will never reuse one across End Customers. SpreadSpace may reject any request that lacks one.
7.2 Retention. Partner will retain Outputs only within the records of the End Customer for which they were generated, and only for as long as that End Customer’s use of the Partner Platform requires. Partner will not maintain any aggregate, cross-End-Customer, or de-identified repository of Outputs or Document Data; operational logs that incidentally contain Outputs are deleted within ninety (90) days.
7.3 No Derived Data. Partner will create no Derived Data other than transient data required to render Outputs to End Customers, which is discarded after rendering.
7.4 Deletion. On termination, and within thirty (30) days after any End Customer’s departure from the Partner Platform, Partner will delete that End Customer’s Outputs and any related Derived Data, after any export the End Customer requests, and will certify deletion on request. The export window in MSA Section 10.4 applies to End Customer data and runs through Partner.
7.5 Credentials and egress. API keys are issued to Partner only, stored as secrets, rotated at least every one hundred eighty (180) days, and never embedded in client-side code. Partner will call the API only from egress addresses it has registered with SpreadSpace and will give five (5) business days’ notice of changes.
7.6 Confidence signals. Partner will display every confidence score, flag, and review signal SpreadSpace returns alongside the related Output, in a form an End Customer user can see before relying on the value, and will not present any Output as verified, final, or as a credit recommendation.
7.7 Access logging. Partner will log all access to Outputs by Partner personnel and retain the logs for the Term plus two (2) years, available to SpreadSpace under Section 8.
8. Verification and Audit
8.1 Quarterly reports. Within fifteen (15) days after each calendar quarter, Partner will report to SpreadSpace: each End Customer served and its Tenant Identifier; document and job volumes per End Customer; personnel with access to SpreadSpace Materials; and any Competing Product Partner has developed, acquired, evaluated, or been offered during the quarter.
8.2 Audit right. Once per year on thirty (30) days’ notice, and at any time on reasonable suspicion of a breach of Sections 3 through 7 on five (5) business days’ notice, SpreadSpace or an independent auditor bound by confidentiality may inspect Partner’s systems, source code relating to the integration, data stores, access logs, personnel records relevant to Section 4.9, and End Customer Agreements, to verify compliance. Partner will provide reasonable access, cooperation, and workspace.
8.3 Officer certification. Annually, and within ten (10) days of request, an officer of Partner will certify in writing that Partner has complied with Sections 3 through 7, that no Derived Data exists, and that no Restricted Personnel have had access to SpreadSpace Materials.
8.4 Costs. SpreadSpace bears the cost of an audit unless it reveals a breach of Sections 3 through 7 or under-reporting of volume by more than five percent (5%), in which case Partner bears the cost and pays any shortfall with interest under MSA Section 6.6.
8.5 Monitoring and suspension. SpreadSpace may monitor API usage for patterns consistent with systematic extraction, benchmarking, or re-exposure, and may suspend Partner’s access on reasonable suspicion of a breach of Section 4 pending Partner’s written explanation, without liability for the suspension.
9. End Customer Terms
9.1 Required terms. Before any End Customer receives Outputs, Partner will bind it under an End Customer Agreement that: (a) limits use of Outputs to the End Customer’s internal business purposes and the sharing MSA Section 5.2 permits; (b) prohibits reverse engineering, benchmarking, use of Outputs to develop or train any extraction product, and bulk export other than to the End Customer’s own records or for regulatory purposes; (c) prohibits sublicensing or distribution of Outputs, or of any part of the Partner Platform that incorporates them, to third parties; (d) includes disclaimers and limitations of liability for Outputs at least as protective of SpreadSpace as MSA Sections 3.2, 11.3, 11.4, and 13, and states that those disclaimers and limitations extend to Partner’s licensors, suppliers, and sub-processors, including SpreadSpace; (e) identifies SpreadSpace by name as the provider of the extraction and spreading functionality, requires the End Customer to preserve the attribution described in Section 10.6, and states that the End Customer has no claim against SpreadSpace arising from the End Customer Agreement; and (f) permits Partner to suspend the End Customer’s access to Outputs on SpreadSpace’s request for breach of (a) through (c).
9.2 Third-party beneficiary. Each End Customer Agreement will name SpreadSpace as an intended third-party beneficiary of the provisions required by Section 9.1(a) through (e), entitled to enforce them and to rely on them directly, including the disclaimers and limitations of liability. Where an End Customer Agreement does not, Partner assigns to SpreadSpace, on request, its right to enforce those provisions and will cooperate at its own expense.
9.3 Copies. Partner will give SpreadSpace the provisions implementing Section 9.1 for each End Customer Agreement on request, and the full agreement where SpreadSpace reasonably suspects a breach.
9.4 Responsibility. Partner is responsible for each End Customer’s compliance with Section 9.1 as if the End Customer’s acts were Partner’s own, and will notify SpreadSpace within five (5) business days of learning of any breach. Partner, not SpreadSpace, is responsible for obtaining every right, consent, and authorization that MSA Section 3.1 requires with respect to Document Data submitted on behalf of End Customers.
9.5 Indemnity. Partner will defend, indemnify, and hold harmless SpreadSpace, its affiliates, and their officers, employees, and agents from and against all third-party claims, and all regulatory inquiries, examinations, investigations, and subpoenas, including those brought by End Customers, borrowers, and regulators, and all resulting liabilities, damages, penalties, settlements, and reasonable costs, including attorneys’ fees and the cost of responding to any such inquiry or subpoena, arising from or relating to: (a) the Partner Platform, including any defect in or failure of it and any error in the transmission, mapping, display, transformation, or calculation of Outputs within it; (b) any Security Incident or other unauthorized access on systems Partner or an End Customer controls; (c) Partner’s or any End Customer’s use of Outputs; (d) any End Customer’s lending activities, credit decisions, or compliance with Applicable Law; (e) any statement Partner or an End Customer makes about the Services or Outputs; and (f) any breach of Section 10 or Section 13. This obligation applies regardless of whether SpreadSpace is alleged to be at fault, except to the extent a court of competent jurisdiction finally determines that the loss was caused by SpreadSpace’s breach of the MSA. Partner’s duty to defend begins on SpreadSpace’s first notice of a claim or inquiry, with counsel reasonably acceptable to SpreadSpace; SpreadSpace may participate at its own expense; and Partner will not settle any matter in a way that admits fault by, or imposes any obligation on, SpreadSpace without SpreadSpace’s written consent. MSA Section 12.1 is expanded accordingly, and MSA Section 12.3 otherwise governs procedure.
10. Accuracy of Statements; Disclosure
10.1 Representations. Partner represents and warrants that every statement it has made to SpreadSpace about its partnerships, certifications, audits, security controls, customers, and financial condition is true, complete, and not misleading, and that its public statements about its partners and integrations are accurate. Partner will correct promptly any such statement that is or becomes inaccurate.
10.2 Security attestations. Each party will describe its own security certifications, attestations, and audit reports accurately, and neither party will represent to any third party that the other holds a certification, attestation, or report it does not hold. Any SOC 2 or comparable report a party holds will be provided to the other on request under confidentiality. Where the Order Form states a date by which a party will obtain such a report, that commitment is a covenant of this Addendum.
10.3 No misrepresentation to End Customers or regulators. Partner will not represent to any End Customer, prospect, auditor, examiner, or regulator that Partner performs the document extraction, classification, or spreading functions of the Services with its own technology, or that no third party processes End Customer Document Data. Partner may brand the Partner Platform as its own, subject to the attribution required by Section 10.6. Partner will identify SpreadSpace by name in any subcontractor, sub-processor, or vendor disclosure that an End Customer, auditor, or regulator requests or that Applicable Law or an End Customer Agreement requires.
10.4 SpreadSpace disclosures. SpreadSpace may disclose the relationship and Partner’s use of the Services to regulators, examiners, auditors, insurers, and prospective investors or acquirers under confidentiality, and as Applicable Law requires, including under MSA Section 9.2. SpreadSpace will not otherwise publicize the relationship without Partner’s consent (email is sufficient) and will not name Partner’s End Customers. The attribution required by Section 10.6, and SpreadSpace’s statement that the Partner Platform is powered by SpreadSpace, are not publicity requiring consent.
10.5 Describing SpreadSpace. Partner will describe SpreadSpace’s security posture to End Customers only with written materials SpreadSpace provides, without alteration, and will forward any End Customer or regulator inquiry about the Services to SpreadSpace within two (2) business days.
10.6 Attribution. Partner will display the attribution “Powered by SpreadSpace,” together with the SpreadSpace mark, in the form SpreadSpace provides (which SpreadSpace may update on thirty (30) days’ notice), on every screen, report, export, and document of the Partner Platform that presents Outputs, in a position and size clearly visible to the End Customer user without scrolling, hovering, or expanding, and linked to https://spreadspace.app where the medium supports a link. The attribution will also appear in Partner’s End Customer documentation and marketing that describes the extraction or spreading functionality. Partner will not remove, obscure, diminish, delay, or condition the attribution; will not provide any setting, theme, configuration, white-label option, or End Customer customization by which it can be hidden; and will not present the extraction or spreading functionality under any name that implies it is Partner’s or an End Customer’s own technology. Partner will keep a current demonstration instance of the Partner Platform available to SpreadSpace, and will provide screenshots on request, sufficient to verify the attribution. SpreadSpace grants Partner a limited, non-exclusive, revocable license to use the SpreadSpace name and mark solely for this attribution, subject to any brand guidelines SpreadSpace provides; Partner acquires no other right in them, and the license ends with this Addendum. This Section 10.6 cannot be waived, limited, or modified by any Order Form, End Customer Agreement, course of dealing, course of performance, oral statement, verbal assurance, email, or other informal consent, whoever gives it, and no statement by any SpreadSpace employee, representative, or agent has that effect; it may be modified only by a written amendment signed by an authorized officer of SpreadSpace that expressly references this Section 10.6 and states that it modifies it. Absence of the attribution from any production screen, report, export, or document is a material breach; Partner will cure it within ten (10) days after notice, and for each day it remains uncured Partner will pay the daily amount stated in the Order Form as liquidated damages and not as a penalty, without limiting SpreadSpace’s other remedies, including termination under Section 11.6.
11. Remedies
11.1 Cap and exclusion do not apply. MSA Sections 13.1 and 13.2 do not apply to Partner’s breach of Sections 3, 4, 5, 6, 7.2 through 7.4, 9, 10, or 13 of this Addendum, or to Partner’s indemnification obligations under Section 9.5. MSA Section 13.3 is amended accordingly.
11.2 Injunctive relief. Partner acknowledges that a breach of Sections 3 through 7 would cause SpreadSpace irreparable harm for which damages are an inadequate remedy, and that SpreadSpace is entitled to temporary, preliminary, and permanent injunctive relief and specific performance without posting bond or proving actual damages, in addition to every other remedy.
11.3 Liquidated damages. Because actual damages from the following breaches would be difficult to determine, Partner will pay, as liquidated damages and not as a penalty, the amounts stated in the Order Form for: (a) each End Customer or other person given access to the Services or Outputs outside Section 3; (b) each Competing Product developed, acquired, or offered in breach of Section 5; and (c) any Derived Data created in breach of Section 4.2 or 7.3, in addition to destruction under Section 11.5. These amounts are in addition to injunctive relief and do not limit damages for any other breach.
11.4 Disgorgement. For a breach of Section 4 or 5, SpreadSpace may elect to recover Partner’s gross revenue attributable to the Competing Product or the unauthorized use in place of the amount under Section 11.3(b).
11.5 Destruction. On breach, and on termination, Partner will cease all use of, and destroy, all SpreadSpace Materials and Derived Data, other than Outputs held within End Customer records during the MSA Section 10.4 export window, and an officer will certify destruction in writing within ten (10) days. SpreadSpace may verify under Section 8.
11.6 Termination without cure. SpreadSpace may terminate this Addendum and the MSA immediately on notice for Partner’s breach of Section 3.3, 4, 5, 6, or 10.3, or for Partner’s failure to cure a breach of Section 10.6 within the ten (10) days that Section allows, without the thirty-day cure period in MSA Section 10.2, and may suspend API access immediately on reasonable suspicion of such a breach.
11.7 Fees and costs. MSA Section 15.7 applies. In addition, Partner will reimburse SpreadSpace’s reasonable costs of investigation, forensic review, and audit relating to any proven breach of Sections 3 through 7.
11.8 Cumulative. Remedies are cumulative. Partner waives any defense that SpreadSpace has an adequate remedy at law for a breach of Sections 4 through 6.
12. Term and Survival
12.1 Term. This Addendum runs concurrently with the Order Form that references it and ends with it, subject to Section 11.6.
12.2 Change of control. Either party may terminate this Addendum on thirty (30) days’ notice if the other undergoes a change of control. Section 5.6 applies in addition where the acquirer offers a Competing Product.
12.3 Transition. On termination other than for Partner’s breach, SpreadSpace will keep the API available for up to sixty (60) days at then-current fees solely so End Customers can export their Outputs through the Partner Platform. Partner will notify each End Customer of the termination within ten (10) days. On termination for Partner’s breach, SpreadSpace may, at its election, deliver each End Customer’s Document Data and Outputs directly to that End Customer rather than to Partner, without the certification MSA Section 10.4 requires of Partner, and Partner will promptly provide the End Customer contacts, authorizations, and Tenant Identifier mappings needed to do so. MSA Section 10.4 otherwise applies, with Partner treated as the Customer, and nothing in this Section 12.3 limits SpreadSpace’s rights under MSA Sections 10.3, 10.4, and 10.6.
12.4 Survival. Sections 2, 3.3, 3.5, 4, 5, 6, 7.2 through 7.4, 7.7, 8 (for two (2) years), 9.2 through 9.5, 10, 11, 12.3 through 12.4, and 13 survive termination or expiration, together with the MSA provisions that survive under MSA Section 10.5. The attribution required by Section 10.6 continues through any transition period under Section 12.3.
13. Allocation of Responsibility; Insurance
13.1 No third-party beneficiaries. Except for SpreadSpace’s rights under Section 9.2, there are no third-party beneficiaries of this Addendum or of the MSA as it applies to Partner. End Customers, borrowers, and any other person claiming through Partner have no rights under them and no claim against SpreadSpace arising from them, and Partner will so state in each End Customer Agreement.
13.2 Systems. SpreadSpace is responsible for the security of Document Data and Outputs only while they are on systems SpreadSpace controls, as MSA Section 8 provides. Partner is solely responsible for Document Data and Outputs on systems Partner or any End Customer controls, including any Security Incident or other unauthorized access there, and for the availability, performance, and support of the Partner Platform to End Customers. No End Customer has any claim against SpreadSpace for the availability or performance of the Partner Platform.
13.3 Output integrity. Partner is solely responsible for the accurate transmission, mapping, display, transformation, and any derived calculation of Outputs within the Partner Platform. Any value presented to an End Customer that differs from the Output as delivered by the API is Partner’s, not SpreadSpace’s. Partner will retain, within each End Customer’s records and for as long as Section 7.2 permits, each Output exactly as delivered and unaltered, so that any discrepancy between an Output and what the Partner Platform presented can be determined, and will produce it to SpreadSpace on request.
13.4 Compliance and statements. Partner and each End Customer are solely responsible for their compliance with Applicable Law in connection with the Partner Platform and their lending activities, including GLBA, FCRA, ECOA, fair-lending laws, and state licensing laws. Partner will make no representation or warranty about the Services or Outputs, including their accuracy, beyond what the Documentation states, and any representation or warranty it makes is Partner’s own.
13.5 Incidents, inquiries, and attribution of fault. Partner will notify SpreadSpace within forty-eight (48) hours of any Security Incident or other unauthorized access involving Outputs on systems Partner or an End Customer controls, and within five (5) business days of any regulatory inquiry, examination, complaint, subpoena, or litigation that references SpreadSpace or the Services. Partner will not attribute to SpreadSpace any failure, incident, or error that occurred on systems Partner or an End Customer controls, and will coordinate with SpreadSpace in advance on any statement to an End Customer, auditor, examiner, or regulator about SpreadSpace’s role in an incident, except where Applicable Law requires immediate disclosure, in which case Partner will notify SpreadSpace at the same time.
13.6 Insurance. Partner will maintain, at its own expense, during the Term and for two (2) years after it for policies written on a claims-made basis: (a) technology errors and omissions liability insurance with limits of not less than $2,000,000 per claim; (b) network security and privacy liability insurance with limits of not less than $2,000,000 per claim, covering breach response, third-party liability, and regulatory defense and penalties where insurable; and (c) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; or such higher limits as the Order Form states. Partner will name SpreadSpace as an additional insured under (b) and (c) to the extent the insurer permits, will deliver certificates of insurance before any End Customer receives Outputs and annually thereafter, and will give SpreadSpace thirty (30) days’ notice of cancellation, non-renewal, or material reduction. Insurance does not limit Partner’s obligations under Section 9.5.
13.7 SpreadSpace’s liability. Nothing in this Addendum increases SpreadSpace’s liability beyond MSA Section 13. SpreadSpace’s aggregate liability to Partner, to all End Customers, and to all persons claiming through any of them, taken together, is subject to MSA Section 13.2 as a single cap.
