Terms of Use

Updated as of: February 2021 (v1.0)

SMALL BUSINESS EQUITY TOOLKIT TERMS AND CONDITIONS

THESE SMALL BUSINESS TOOLKIT SUBSCRIPTION TERMS AND CONDITIONS (the "Terms and Conditions") govern the use by you, on behalf of which you have the authority to enter into these Terms and Conditions, ("Client") of the SMALL BUSINESS EQUITY TOOLKIT™ ("Toolkit") provided by Accelerator for America, Drexel University's Nowak Metro Finance Lab (collectively, the "Owner"), funded by Mastercard Center for Inclusive Growth, through a web-based platform accessible via https://www.smallbusinessequitytoolkit.com ("Website"). These Terms and Conditions shall govern Client's access to and use of the Toolkit and Website, including any software, data, reports, performance model or other information or programs accessed, downloaded or created through use of the Toolkit and Website (collectively, the "Program") solely for educational, informational and non-commercial purposes by the Client in the United States (the "Registered Location"). Client's use of the Website and Program is also governed by the https://www.smallbusinessequitytoolkit.com Privacy Notice, the terms of which are located at the bottom of the Website.

BY REGISTERING TO USE THE PROGRAM, CLIENT SIGNIFIES ITS ACCEPTANCE OF THESE TERMS AND CONDITIONS IN CLIENT'S USE OF THE PROGRAM.

Owner has the right to revise these Terms and Conditions at any time by posting the revised Terms and Conditions on the Website and providing Client with notice of such revised Terms and Conditions. All changes are effective immediately when Owner posts them to the Website. Client's continued use of the Website and the Program, after any changes to these Terms and Conditions have been posted, shall be deemed Client's acceptance of those revisions.

The Toolkit is a web-based service that enables users to do the following (collectively, the "Basic Functionality"):

• Learn about key measures of the state of Black-, Hispanic-, Asian-, Minority- and Women-owned businesses (henceforth "MWBEs") in the nation’s 100-largest metropolitan areas and cities, in addition to partner cities (henceforth "the metros").

• Rank the performance of MWBEs in relation to each other and in relation to a customizable group of 15 peer metros, to see which places are performing better and which are performing worse.

• Measure three key indicators of business performance across the metros: the density of MWBEs per residents of the same population; the average annual revenue sizes for MWBEs; the percent of MWBEs in high paying industries. Key performance indicators will be shown for Black, Hispanic, Asian, Women, and Minority populations as defined by the U.S. Census Bureau. Indicators will be available for these groups and for a comparison group.

• Track changes in the value of overall MWBE performance and the key performance indicators in the metros over time as data is available;

• and download playbooks that have actionable local strategies for improving the performance of MWBEs.

The Basic Functionality may be changed at any time by Owner's sole discretion, including increasing or reducing the scope of Basic Functionality. These Terms and Conditions will apply to Client's use of the Program at all times, during subscription periods, trial periods or otherwise, unless expressly superseded by terms Owner introduces specific to any changes or upgrades to Basic Functionality.

1. Limited License and Restrictions on Use

Owner hereby grants to authorized user(s) of Client a personal, limited, non-exclusive, revocable right to use and access the Program, the underlying data and information generated by the Program, and any additional technologies (as defined below), solely in the United States for informational, educational and non-commercial purposes, without the right to assign, transfer or sublicense access to the Program, any material generated by or derivative to the Program, and any such attempt to assign, transfer or sublicense will be null and void. Client shall not create any derivative works of or from the Program. Client agrees not to reverse engineer, decompile or disassemble any part of the Program Technologies, whether directly or indirectly, save as expressly permitted under applicable law, and Client may not rent, lease, lend, resell, or host for or on behalf of third parties any information generated by or derivative to the Program. In addition, Client agrees that the Program is designed for educational, non-commercial use.

Client may not combine any information generated by the Program with any content (i) in a manner that states or suggests that Owner or any information generated by the Program is endorsing, sponsoring, or affiliated with any of the Client's such third party products or services, (ii) making any recommendations or providing advice as to any securities or securities markets, or (iii) to create a commercially available product, index, or similar item. Client shall at all times list Owner as the source of information generated by or derivative to the Program. Client shall not change, obscure, or remove any copyright or other legal notice or legend on or within any information generated by the Program, the Website or any other material. Client agrees that Owner owns or has licensed all rights and intellectual property rights in the Tool, Website and Program and website, and all related trademarks, service marks, logos, names, trade names, data, websites, methodologies, models, and concepts ("Intellectual Property"). Client is not granted any rights, permission, or license to use any Intellectual Property other than in connection with the license granted herein. Subscriber will not directly or indirectly or publicly or otherwise question or contest the validity and/or value of, or disparage the Tool, the Website, or the Intellectual Property rights therein.

Owner has created the Toolkit in compliance with all applicable laws and regulations. The information generated by the Program is derived from various sources, including anonymized and aggregated publicly available data. While Owner has made best efforts to validate certain assumptions and estimates with respect to the underlying data used, Owner makes no representation or warranty of any kind as to the accuracy, reliability, or completeness of the content. Various assumptions and estimates may have been made in connection with the analyses conducted by the Program, which may or may not be realized. Any changes in facts, conditions, or such assumptions or estimates also may have a material effect on the statements or conclusions generated by the Program. Owner makes no representations as to the fitness for any purpose or otherwise, express or implied, as to the information provided by the Program, which is provided "as is".

All uses of the Program by a Client are at Client's sole determination and risk. Owner is not responsible for Client's use of or reliance on information provided by the Program.

Owner reserves the right to discontinue provision of the Program in whole or in part at any time, at which time any license granted herein shall be deemed revoked, without any recourse by Client and with no further obligation.

2. Client Responsibilities and Indemnification

A. Client represents and warrants to Owner that it is authorized to agree to these Terms and Conditions and to receive, access, and use the Program, and all such data and Client's use of such data will not violate applicable law or any third party rights.

B. Client shall indemnify, defend and hold harmless Owner its employees, officers, agents, representatives, affiliates, and contractors from and against any claims, demands, loss, damage or expense (including reasonable attorneys' fees) with respect to any and all claims arising out of or relating to: (i) Client's breach of these Terms and Conditions or any representation, warranty or covenant herein; or (ii) Client's use of the Program.

3. Use of the Website

The Website includes copyrighted and copyrightable materials, and materials protected by intellectual property rights, including, without limitation, the Owner's trademark, logo, design, text, graphics, forms and any other applicable materials, including the selection and arrangement of such elements, and is owned by Owner or its licensors. In addition, the entire Website is copyrighted as a collective work under the United States and other copyright laws. Client shall not use, frame or utilize framing techniques to enclose the Website, or any individual element or materials within the Website or create a link to the Website accessing such elements or materials, including without limitation, trademarks, logos or other proprietary information (including any information provided within the Tool, the content of any text, or the layout and design of any page or form contained on a page) without Owner's prior written consent.

In addition, Client shall not:

1. use any circumvention tools, metatags or any other "hidden text" utilizing a similar name, trademark, URL, or product name without Owner's prior written consent;

2. robotically or otherwise automatically harvest, scrape, extract, copy, access or collect any information or data from the Website;

3. use the Program to impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity;

4. use the Program for any commercial purpose or the benefit of any third party or any manner not permitted by the licenses granted herein;

5. use the Program for fraudulent purposes; or

6. interfere with or disrupt the Website or servers or networks connected to or operated with the Website.

OWNER RETAINS THE RIGHT TO DENY ACCESS TO THE WEBSITE TO ANYONE WITHOUT NOTICE AT ITS COMPLETE DISCRETION FOR ANY REASON, INCLUDING FOR VIOLATION OF ANY OF THESE TERMS AND CONDITIONS, INCLUDING ANY USE RIGHTS.

4. Ownership

Except for the limited license granted above, the parties acknowledge and agree that Owner owns all right, title and interest in and to the Program, including the Website, Tool, the underlying data and information generated therein, Owner's trademarks, logos and product names, and any Technologies contained therein. "Technologies" means the proprietary capabilities, technologies, logic, methodologies, source code, know-how, intellectual property, data and/or algorithms that Owner uses to perform its services or provide information within the Toolkit under these Terms and Conditions.

5. Limitations of Liability; Disclaimer

A. Nothing in these Terms and Conditions shall limit or exclude either party's liability: (a) to the extent it is caused by fraud, dishonesty or deceit; (b) for death or personal injury caused by its (or its agents') negligence; or (c) which may not otherwise be limited or excluded under applicable law.

B. Except as set out in clause 5A and to the extent permitted by applicable law, Owner accepts no liability to Client whatsoever arising under its provision of the Program and these Terms and Conditions. These limitations apply regardless of whether the liability is based on breach of contract, tort (including without limit negligence), strict liability, breach of warranties, failure of essential purpose, or any other legal theory.

C. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN (EXCEPT AS SET OUT IN CLAUSE 5A), TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OWNER BE LIABLE TO CLIENT UNDER ANY LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT (INCLUDING WITHOUT LIMIT NEGLIGENCE), CONTRACT, OR STRICT LIABILITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, FOR LOSS OF PROFITS, GOODWILL, OR ECONOMIC LOSS, REGARDLESS OF WHETHER OWNER KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

D. THE CONTENT OF THE TOOLKIT ARE INTENDED SOLELY AS A RESEARCH TOOLKIT FOR INFORMATIONAL PURPOSES AND NOT AS INVESTMENT ADVICE OR RECOMMENDATIONS FOR ANY PARTICULAR ACTION OR INVESTMENT AND SHOULD NOT BE RELIED UPON, IN WHOLE OR IN PART, AS THE BASIS FOR DECISION-MAKING OR INVESTMENT PURPOSES. THE REPORTS ARE PROVIDED "AS-IS," AND OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE REPORTS. WITHOUT LIMITATION, OWNER HEREBY EXCLUDES AND DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS TO THE EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY, CONDITION OR TERM OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, COURSE OF DEALING, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT THE DATA WILL BE ERROR-FREE.

E. Donors providing financial or technical support for tool development accept no liability with respect to inaccuracies or issues related to public data sets and the final analysis from the Small Business Equity Toolkit.

6. Confidentiality

A. "Confidential Information" means any information, insights, Technologies, data, plans, materials, processes, methodologies and concepts, in whatever form embodied (e.g., oral, written, electronic) owned by the Owner no matter how or by what party such information, materials, or concepts were transmitted, where such information is transmitted or collected in the course of the performance of these Terms and Conditions. Confidential Information shall not include any information which: (i) is already in the public domain at the time of disclosure (through a source other than Client); (ii) enters the public domain after disclosure through no fault of Client; (iii) is already known to Client at the time of disclosure (as evidenced by written records); (iv) was independently developed by Client without use of or reference to any Confidential Information (as evidenced by written records); or (v) is subsequently disclosed to Client by third parties having no obligation of confidentiality to Owner.

B. During the term of Program use and for three (3) years thereafter, Client shall: (i) use Confidential Information only in connection with these Terms and Conditions; (ii) not copy any Confidential Information; and (iii) not disclose Confidential Information to any third party.

C. Privacy. We respect your privacy and the Privacy Notice explains our privacy practices with respect to the Program in detail.

7. Force Majeure

Owner shall not be liable for loss or damage or be deemed to be in default under these Terms and Conditions if its failure to perform its obligations results from or is attributable to any act of God, natural disaster, fire, strike, embargo, war, threat of terrorism, insurrection, strike, riot or other cause or circumstance beyond Owner's reasonable control.

8. Links to Third-Party Websites

This Website may link directly or indirectly to external websites operated by third parties. The availability or content of such third party websites are not controlled by Owner has no control over these third party websites. In particular, Owner does not adopt the contents of such third party websites as its own and does not assume any responsibility or liability for the contents or safety of such third party websites.

9. Miscellaneous

No waiver by Owner of any terms within these Terms and Conditions shall be effective unless expressly made in a signed writing. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable or invalid in any respect, this shall not affect any other provision, and these Terms and Conditions shall be automatically construed as if such unenforceable or invalid provisions had never been a part of these Terms and Conditions. All representations and warranties, and all commitments (i) to indemnify, defend, hold harmless, or (ii) relating to confidentiality, limitations on liability, rights and obligations upon termination, and jurisdiction, and any other provision by its nature that is meant to survive, shall survive any termination of these Terms and Conditions. These Terms and Conditions may not be assigned, transferred or sublicensed by Client and any attempted assignment, transfer or sublicense by Client shall be null and void. These Terms and Conditions and the respective rights and obligations of the parties hereto (and any non-contractual obligations arising therefrom) shall be governed by the laws of the State of California without reference to its conflict-of-laws or similar provisions. The federal and state courts located in the State of California shall have the exclusive jurisdiction over any actions or disputes related to these Terms and Conditions.

Except as provided herein, these Terms and Conditions constitute the entire agreement between Client and Owner pertaining to their subject matter. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into these Terms and Conditions (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in these Terms and Conditions.