Exhibit 10.43


 




	
  

  	
  ORACLE ORACLE
  SERVICES AGREEMENT ("OSA") OSA Reference Number: US-11385744-OSA-18-MAY-2011
  A. Agreement Definitions "You" and "your" refers to
  Pioneer Financial Services, Inc. the individual or entity that has executed
  this agreement and ordered services from Oracle Financial Services Software,
  Inc. ("Oracle"). Oracle will provide services to you under this
  agreement and an ordering document that you and Oracle sign. The term
  "services" refers to technical support, education, hosted/outsourcing
  services, consulting or other services which you have ordered. Term of
  Agreement You may place orders under this agreement beginning on May 18, 2011
  ("effective date") and for three (3) years thereafter. C. Rights
  Granted Upon payment for services you have the non-exclusive, non-assignable,
  royalty free, perpetual, limited right to use for your internal business
  operations, anything developed by Oracle and delivered to you under this
  agreement; however, certain deliverables may be subject to additional license
  terms provided in the ordering document. You may allow your agents and
  contractors (including, without limitation, outsourcers) to use the
  deliverables for this purpose and you are responsible for their compliance
  with this agreement in such use. For anything developed or delivered under
  this agreement that is specifically designed to allow your customers and
  suppliers to interact with you in the furtherance of your internal business
  operations, such use is allowed under this agreement. D. Ownership and
  Restrictions Oracle retains ownership and all intellectual property rights to
  anything developed or delivered under this agreement. The services provided
  under this agreement may be related to your license to use programs owned or
  distributed by Oracle which you acquire under a separate order. The agreement
  referenced in that order shall govern your use of such programs. E.
  Warranties, Disclaimers and Exclusive Remedies Oracle warrants that services
  will be provided in a professional manner consistent with industry standards.
  You must notify Oracle of any warranty deficiencies within ninety (90) days
  from performance of the defective services. FOR ANY BREACH OF THE WARRANTY,
  YOUR EXCLUSIVE REMEDY AND ORACLE'S ENTIRE LIABILITY SHALL BE THE
  RE-PERFORMANCE OF THE DEFICIENT SERVICES, OR, IF ORACLE CANNOT SUBSTANTIALLY
  CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE
  RELEVANT SERVICES AND RECOVER THE FEES PAID TO ORACLE FOR THE DEFICIENT
  SERVICES. TO THE EXTENT PER MITTED BY LAW, THIS WARRANTY IS EXCLUSIVE AND
  THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING
  WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
  PURPOSE. F. Indemnification If a third party makes it claim against either
  you or Oracle ("Recipient", which may refer to you or Oracle
  depending upon which party received the Material) that any information,
  design, specification, instruction, software, data, or material
  ("Material") furnished by either you or Oracle ("Provider",
  which may refer to you or Oracle depending upon which party provided the
  Material) and used by the Recipient infringes its intellectual property
  rights, the Provider , at its sole cost and expense, will defend the
  Recipient against the claim and indemnify the Recipient from the damages,
  liabilities, costs and expenses awarded by the court to the third party
  claiming infringement or the settlement agreed to by the Provider, if the
  Recipient does the following: notifies the Provider promptly in writing, not later
  than thirty (30) days after the Recipient receives notice of the claim (or
  sooner if required by law); 

  






 















	
  

  	
  gives the
  Provider sole control of the defense and any settlement negotiations; and
  gives the Provider the information, authority, and assistance the Provider
  needs to defend against or settle the claim. If Provider believes or it is
  determined that any of the Material may have violated a third party's
  intellectual property rights, the Provider may choose to either modify the
  Material to be non-infringing (while substantially preserving its utility or
  functionality) or obtain a license to allow for continued use, or if these
  alternatives arc not commercially reasonable, the Provider may end the
  license for, and require return of, the applicable Material and refund any
  fees the Recipient may have paid for it. If you are the Provider and such
  return materially affects Oracle's ability to meet its obligations under the
  relevant order, then Oracle may, at its option and upon thirty (30) days
  prior written notice, terminate the order. The Provider will not indemnify
  the Recipient if the Recipient alters the Material or uses it outside the
  scope of use identified in the order or if the Recipient uses a version of
  the Material which has been superseded, if the infringement claim could have
  been avoided by using an unaltered current version of the Material which was
  provided to the Recipient. The Provider will not indemnify the Recipient to
  the extent that an infringement claim is based upon any information, design,
  specification, instruction, software, data, or material not furnished by the
  Provider. Oracle will I not indemnify you to the extent that an infringement
  claim is based upon the combination of Material with any products or services
  not provided by Oracle This section provides the parties' exclusive remedy
  for any infringement claims or damages. G. End of Agreement If either of us
  breaches a material term of this agreement and fails to correct the breach
  within thirty (30) days of written specification of the breach, then the
  breaching party is in default and the non-breaching party may terminate the
  affected services under the relevant order. If Oracle ends services as
  specified in the preceding sentence or under the Indemnification section, you
  must pay within thirty (30) days all amounts which have accrued prior to such
  end, as well as all sums remaining unpaid for services received under this
  agreement plus related taxes and expenses. Except for nonpayment of fees, the
  non-breaching party may agree in its sole discretion to extend the thirty
  (30) day period for so long as the breaching party continues reasonable
  efforts to cure the breach. You agree that if you have used an Oracle
  Financing Division contract to pay for the fees due under an order and you are
  in default under that contract, you may not use the services that are subject
  to such contract. Provisions that survive termination or expiration are those
  relating to limitation of liability, infringement indemnity, payment, and
  others which by their nature are intended to survive. H. Fees, Taxes,
  Expenses All fees payable to Oracle are due within thirty (30) days from the
  invoice date. You agree to pay any sales, value-added, or other similar taxes
  imposed by applicable law that Oracle must pay based on the services you
  ordered, except for taxes based on Oracle's income. Also, you will reimburse
  Oracle for reasonable expenses related to providing the services. Fees for
  services listed in an ordering document are exclusive of taxes and expenses.
  I. Nondisclosure By virtue of this agreement, the parties may have access to
  information that is confidential to one another ("confidential
  information"). We each agree to disclose only information that is
  required for performance of obligations under this agreement. Confidential
  information shall be limited to the terms and pricing under this agreement
  and all information clearly identified as confidential at the time of
  disclosure. A party's confidential information shall not include information
  that; (a) is or becomes a part of the public domain through no act or
  omission of the other party; (b) was in the other party's lawful possession
  prior to the disclosure and had not been obtained by the other party either
  directly or indirectly from the disclosing party; (e) is lawfully disclosed
  to the other party by a third party without restriction on the disclosure; or
  (d) is independently developed by the other party. We each agree to hold each
  other's confidential information in confidence for a period of three (3) years
  from the date of disclosure. Also, we each agree to disclose confidential
  information only to those employees or agents who are required to protect it
  against unauthorized disclosure. Nothing shall prevent either party from
  disclosing the terms or pricing under this agreement or orders submitted
  under this agreement in any legal proceeding arising from or in connection
  with this agreement or disclosing the confidential information to a federal
  or state governmental entity as required by law. J. Entire Agreement You
  agree that this agreement and the information which is incorporated into this
  agreement by written reference (including reference. to information contained
  in a URL or referenced policy), together with the applicable ordering
  document,- are the complete agreement for services ordered by you, and that
  this agreement supersedes all prior or contemporaneous 

  






 















	
  

  	
  agreements or
  representations, written or oral, regarding such services. If any term of
  this agreement is found to be invalid or unenforceable, the remaining
  provisions will remain effective and such term shall be replaced with a term
  consistent with the purpose and intent of this agreement. It is expressly
  agreed that the terms of this agreement and any Oracle ordering document
  shall supersede the terms in any purchase order or other non-Oracle document
  and no terms included in any such purchase order or other non-Oracle document
  shall apply to the services. This agreement and ordering documents may not be
  modified and the rights and restrictions may not be altered or waived except
  in a writing signed by authorized representatives of you and Oracle. Any
  notice required under this agreement shall be provided to the other party in
  writing. Limitation of Liability NEITHER PARTY SHALL BE LIABLE FOR ANY
  INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY
  LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, ORACLE'S MAXIMUM LIABILITY FOR
  ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER,
  WHETHER IN CONTRACT, OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF
  FEES YOU PAID ORACLE UNDER THIS AGREEMENT, AND IF SUCH DAMAGES RESULT FROM
  YOUR USE OF SERVICES, SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID
  ORACLE FOR THE. DEFICIENT SERVICES GIVING RISE TO THE LIABILITY. L. Export
  Export laws and regulations of the United States and any other relevant local
  export laws and regulations apply to services deliverables. You agree that
  such export control laws govern your use of services deliverables (including
  technical data) and you agree to comply with all such export laws and
  regulations (including "deemed export" and "deemed
  re-export" regulations). You agree that no data, information, program
  and/or materials resulting from services (or direct product thereof) will be
  exported, directly or indirectly, in violation of these laws, or will be used
  for any purpose prohibited by these laws including, without limitation,
  nuclear, chemical, or biological weapons proliferation, or development of
  missile technology. M. Other 1. Oracle is am independent contractor and we
  agree that no partnership, joint venture, or agency relationship exists
  between us. We each will be responsible for paying our own employees,
  including employment related taxes and insurance. 2. If while performing
  services Oracle requires access to other vendors' products that are part of
  your system, you will be responsible for acquiring all such products and the
  appropriate license rights necessary for Oracle to access such products on
  your behalf. This agreement is governed by the substantive and procedural
  laws of the State of California and you and Oracle agree to submit to the exclusive
  jurisdiction of, and venue in, the courts in San Francisco, San Mateo, or
  Santa Clara counties in California in any dispute arising out of or relating
  to this agreement. If you have a dispute with Oracle or if you wish to
  provide a notice under the Indemnification section of this agreement, or if
  you become subject to insolvency or other legal proceedings, you will promptly
  send written notice to: Oracle Financial Services Software, Inc., Attention:
  General Counsel, Legal Department, 500 Oracle Parkway, Redwood Shores, CA 94065.
  5. You may not assign this agreement or give or transfer any services
  deliverables or an interest in them to another individual or entity, If you grant
  a security interest in any services deliverables, the secured party has no
  right to use or transfer those deliverables and if you decide to finance your
  acquisition of the services, you will follow Oracle's policies regarding
  financing which are at http://oracle.com/contracts. 6. Except for actions for
  nonpayment or breach of Oracle's proprietary rights, no action, regardless of
  form, arising out of or relating to this agreement may be brought by either
  party more than two (2) years after the cause of action has accrued. 

  






 















	
  

  	
  N. force
  Majeure Neither of us shall be responsible for failure or delay of
  performance if caused by: an act of war, hostility, or sabotage; act of God;
  electrical, internet, or telecommunication outage that is not caused by the
  obligated party; government restrictions (including the denial or
  cancellation of any export or other license); or other event outside the
  reasonable control of the obligated party. We both will use reasonable
  efforts to mitigate the effect or a force majeure event. It such event
  continues for more than 90 days, either of us may cancel unperformed services
  upon written notice. This section does not excuse either party's obligation
  to take reasonable steps to follow Its normal disaster recovery procedures or
  your obligation to pay for services provided. Pioneer Financial Services,
  Inc. By: Name (Print): Doug Allen Title: Signature Date: 6/1/11 Oracle Financial
  Services Software, Inc. By: Name (Print): Bala Hari Title: Controller Signature
  Date: June 03, 2011

  






 















	
  

  	
  ORACLE
  AMENDMENT ONE Number: US-11385744-OSA-18-MAY-2011 This amendment shall amend
  the Oracle Services Agreement, dated May 18, 2011, and all amendments and
  addenda thereto (the "agreement") between you and Oracle Financial
  Services Software, Inc. ("Oracle"). A. AMENDMENT DETAILS 1. You and
  Oracle hereby agree to amend the agreement as follows: a. In Section 1
  (Nondisclosure), add the following to the end of the third (3rd) paragraph:
  "If either party is required to disclose confidential information
  pursuant to a court order, subpoena, search warrant, summons or other
  operation of law, prior to disclosing confidential information such party
  shall, if permitted by law and if it is reasonably practical under the
  circumstances, give reasonable notice to the disclosing party of such order
  of law and an opportunity to object to or limit such production." b. In
  Section K (Limitation of Liability), add the following at the beginning of
  the second (2nd) sentence: "EXCEPT WITH RESPECT TO THE INDEMNIFICATION
  OBLIGATIONS UNDER SECTION F (INDEMNIFICATION) ABOVE,". c. In Section M
  (Other), delete number three (3) in its entirety, number four (4) is
  renumbered three (3) and number five (5) is renumbered four (4). d. In
  Section M (Other), delete the text in number four (4) and replace with the
  following: "You may not assign this agreement or give or transfer any
  services deliverables or an interest in them to another individual or entity.
  Notwithstanding the prior sentence, upon advance written notice to Oracle,
  you may assign your rights under this agreement and all ordering documents
  hereunder to an entity (the "Assignee") that is acquiring all or
  substantially all of your assets and assuming all liabilities related to such
  assets (the "Assignment"), provided that: (i) the Assignee first
  agrees in writing with Oracle to be bound by the terms and conditions of this
  agreement and all of the ordering documents hereunder; and (ii) the successor
  entity is not a competitor of Oracle. Following the Assignment, you shall
  immediately discontinue use of services ordered under this agreement. All
  documentation and other materials received from Oracle relating to such
  services will be immediately transferred from you to the Assignee. If you
  grant a security interest in any services deliverables, the secured party has
  no right to use or transfer those deliverables and if you decide to finance
  your acquisition of the services, you will follow Oracle's policies regarding
  financing which are at http//oracle.com/contracts." E. Add the following
  as a new Section O (Gramm-Leach-Bliley): "O. Gramm-Leach-Bliley You have
  represented to Oracle that you are a Financial Institution subject to the
  Gramm-Leach-Bliley Act, 15 U.S.C. section 6801 et seq. and its regulations
  ("GLBA"). To the extent that you require Oracle to access, in order
  to perform services through Oracle's Consulting and/or Advanced Customer
  Services organizations, 

  






 















	
  

  	
  Personal
  Nonpublic Information, Customer Information or Consumer Information, as
  defined by GLBA (collectively, "NPI"), Oracle will treat such NPI
  as confidential information, as defined in the Nondisclosure section of this
  agreement. You agree to use reasonable efforts to limit Oracle's access to
  NPI as necessary to perform the services. Oracle will implement reasonable
  administrative, physical and technical measures designed to: (1) ensure the
  security and confidentiality of NPI; (2) protect against any anticipated
  threats or hazards to the security or integrity of NPI; (3) protect against
  unauthorized access or use of NPI that could result in Substantial harm or
  inconvenience to the effected customer; and (4) ensure that any NPI in
  Oracle's possession upon completion of the services is disposed of in such a
  manner that it cannot be reconstructed or read, unless otherwise required by
  law, Such measures are specified in the Oracle Consulting and Advanced
  Customer Services Security Practices, which are available at http://www.oracle.com/orporate/contracts/consulting-acs-security-practices-143359.pdf."
  B. ADDITIONAL TERMS Order of Precedence. In the event of any inconsistencies
  between the agreement and this amendment, this amendment shall take
  precedence. Subject to the modifications herein, the agreement shall remain in
  full force and effect. The effective date of this amendment is May 18, 2011.
  Pioneer Financial Services, Inc. By: Name (Print): Title: Signature Date:
  Oracle Financial Services Software, Inc. Name (Print): Title: Signature Date: