TERMS AND CONDITIONS OF SALE

These terms and conditions of sale ("Agreement") are applicable to any purchase or subscription placed with and accepted by MicroFinanza Rating, a limited liability company, registered under number 05241210961 REA n. 46 1806548, having its registered office at Via Rigola 7, 20159 Milan, Italy, duly represented by Mr. Aldo MOAURO, in his capacity as Executive Director (referred to herein as "MicroFinanza Rating"), through the website Microfinancereports.com.

Preamble

The purpose of this Agreement is to define the conditions of the single reports purchase and the report subscription service ("Single Reports Purchase" and "Report Subscription Service" respectively) under which MicroFinanza Rating will provide to the Client reports about the microfinance markets.

Definitions

For purposes of this Agreement, the terms defined above and in the Preamble shall have the meanings given to them therein and the following terms shall have the meanings indicated below.

"Single Reports Purchase" means the one-time purchase of single reports (Microfinance Institutional Ratings, Social Ratings, Credit Ratings, Institutional Diagnostics, Client Protection Certifications, Country Studies), which is not a form of subscription.

"Report Subscription Service" means the purchase by prepayment for a certain number of reports depending on the type of subscription service (Regional Subscription Package or Global Subscription Package).

"Commencement Date" means the day the Client receives credentials to access his/her profile on Microfinancereports.com.

"Date of Issue" means the date stated on the first page of a Report.

"Full Annual Subscription" means a 365-day subscription commencing on the Commencement Date, through which the Client has access to all reports published in his / her subscription package (Regional Subscription Package or Global Subscription Package).

"MicroFinanza Rating" is the service provider.

"Public Report" means a Rating Report that has been approved for dissemination by a first-buyer client that has contracted MIMOSA or MicroFinanza Rating to produce a report.

"Published Reports" means the published (i.e. not private nor confidential) Reports issued by MicroFinanza Rating until the end of the subscription period.

"Subscription Fee" shall have the meaning set forth in Article 4 below.

"Subscription Service" means either a Regional Subscription Package or a Global Subscription Package.

"Subscription Period" means the twelve (12) month period commencing on the Commencement Date in the case of Regional Subscription Packages or Global Subscription Packages. It does not apply to the "Single Reports Purchase", being one-off purchases and not actual subscriptions.

Article 1. Scope of Subscription

1.1 During the Subscription Period, the Client wishes to gain access to all published Reports ("Full Annual Subscription").

1.2 Access to all Reports available under this Annual Report Subscription Service will be given by MicroFinanza Rating to the Client during the Subscription Period.

Article 2. Conditions of Delivery of the Reports

During the Subscription Period, MicroFinanza Rating shall commit to the following:

2.1 Provide the Client with private access (mainly via email) to the Published Reports as specified in Article 1. It being understood that the Client will receive from MicroFinanza Rating all information necessary in case of possible different channels (i.e. dropbox, website login, etc) to gain access to the Published Reports.

Article 3. Limitations on Use and Dissemination of the Reports

3.1 The Reports obtained within the framework of the "Single Reports Purchase" and the "Report Subscription Service" are meant for the sole use of the Client and cannot, without prior written consent of MicroFinanza Rating, be reproduced, nor be posted on any public internet website, nor distributed via any communication means (including, but not limited to, email, fax or paper) to any third party who is not a party to this Agreement.

Article 4. Subscription Fee and Payment Conditions

4.1 The Client will pay MicroFinanza Rating the total amount corresponding to the Single Report purchased or to the purchased package for the Subscription Period (the "Subscription Fee"). A discounted price is applicable only if the MIMOSA report package is purchased by the Client at the same time.

4.2 Payment of the Subscription Fee is due at the reception of the invoice. MicroFinanza Rating reserves the right to withhold delivery of the agreed Reports to the Client until it receives payment in full of the Subscription Fee.

4.3 The Subscription Fee is exclusive of VAT. If the Client is subject to VAT, it will be charged on the invoice at a rate of 22%. The Subscription Fee also excludes bank costs (including, but not limited to, the Client’s bank’s wiring fees) and other withholdings or fees, all of which must be paid by the Client above and beyond the amount due to MicroFinanza Rating.

Article 5. Dispute Resolution

5.1 In the event of any dispute, claim, question, or disagreement arising out of or relating to "Single Reports Purchase" and "Report Subscription Service", or the breach thereof, the parties hereto shall use their best efforts to settle such dispute, claim, question, or disagreement. To this effect, upon the written request of any party, they shall consult and negotiate with each other, in good faith in an attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 90 days, then such dispute, claim, question, or disagreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules of Arbitration.

5.2 Such arbitration shall take place in Milan, Italy, in Italian.

5.3 This agreement shall be interpreted under the laws of Italy, without regard to the conflicts of law provisions therein.

5.4 If an award is given as a result of arbitration, the arbitrator shall allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, to the losing party.

Article 6. Termination or Extension of the Contract

6.1 This Agreement may be terminated under the following conditions.

6.1.1. If MicroFinanza Rating terminate operations prior to the end of the Subscription Period or do not comply with any of their obligations specified in Article 2, unless such termination or non-compliance is due to force majeure or a lack of cooperation from the Client, any party to the present Agreement may choose to terminate this contract upon giving of 10 days’ written notice of such decision to the other parties. Upon notification of such decision to terminate the contract, MicroFinanza Rating shall reimburse to the Client an amount of the Subscription Fee that is proportional to the number of months remaining under the Subscription Period. It being understood that, for purposes of this Article 6, force majeure shall include, but is not limited to, war, civil strife and natural catastrophe.

6.1.2. If the Client ceases operations before the end of the Subscription Period or if the Client does not comply with any of its obligations specified in the Limitations on Use and Dissemination of the Reports described in Article 3, unless such termination or noncompliance is due to force majeure, then MicroFinanza Rating can decide, in their sole discretion, to terminate this Agreement and shall give written notice to the Client of such Agreement termination. In such case, the Client shall have no right to reimbursement for all or part of the Subscription Fee.

6.1.3. If the delivery of Reports to the Client is suspended due to force majeure, the Subscription Period under this Agreement will be extended for a period equal to the number of days that such delivery was suspended.