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TERMS OF SERVICE FOR LOANENTRY APPLICATIONS
Relovista Group, Inc. ("LoanEntry") provides its service to you subject to the following Terms of Service ("ToS") and LoanEntry's Privacy Policy for its Services. In addition, when using specific LoanEntry Services, you and LoanEntry will be subject to any guidelines or rules applicable to these Services, which LoanEntry may communicate to you or post from time to time. These guidelines or rules and LoanEntry's Privacy Policy shall be deemed part of the ToS.
1. DESCRIPTION OF THE SERVICES
LoanEntry currently provides users with online business applications branded as either VIP (Virtual Internet Processing) Suite or LoanEntry (the " Services"). Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including any new Services, will be subject to the ToS . In addition, LoanEntry offers goods and services of various providers ("Providers") through its Provider's Store ("Provider Store Services"). The Provider Store Services are subject to the ToS .
2. WHAT YOU MUST DO TO USE THE SERVICES AND/OR THE PROVIDER STORE SERVICES
In order to use the Services and/or the Provider Store Services, you must obtain access to the World Wide Web, either directly or through devices that access Web-based content, and pay any service fees associated with such access. You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device.
3. YOUR REGISTRATION INFORMATION MUST BE ACCURATE, CURRENT AND COMPLETE
In consideration of your use of the Services and/or the Provider Store Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form of the Services (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or LoanEntry has reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete, LoanEntry has the right to suspend or terminate your account and to refuse any and all current or future use of the Services and/or the Provider Store Services (or any portion thereof).
4. YOUR OBLIGATION TO PAY FEES
You agree to pay all subscription, service and use fees, if any, LoanEntry charges you for the Services. You agree to pay all costs (including attorney's fees), if any, incurred by LoanEntry in collecting overdue fees from you, and to pay a late charge on any overdue fees at a rate equal to the lesser of 1.5% per month or the maximum rate allowed under applicable law. You also agree to pay all foreign, federal, state and local taxes applicable to your access, use or receipt of the Services.
5. ACCESS, PASSWORDS AND SECURITY
You may designate up to the number of users under your account, which corresponds to the level of Services you are receiving from LoanEntry, and you may provide and assign access and passwords to such users. You will be responsible for the confidentiality and use of your access number(s), password(s), and account number(s). You will be responsible for all electronic communications, including account registration and other account holder information, e-mail and financial, and other data ("Electronic Communications") entered through or under your access number(s), password(s) or account number(s). LoanEntry will act as though any Electronic Communications it receives under your access number(s), password(s) or account number(s) will have been sent by you. You agree immediately to notify LoanEntry if you become aware of any loss or theft or unauthorized use of any of your access number(s), password(s) and/or account number(s).
6. THE WAY WE HANDLE ELECTRONIC COMMUNICATION BETWEEN YOU AND LOANENTRY
The Services allow you to send Electronic Communications directly to LoanEntry and interact within applicable areas of the Services. Electronic Communications include your business's financial and business data that you send through the Services (the "Data"). You acknowledge and agree to the following with respect to use of Electronic Communications through the Services:
A. LoanEntry shall be entitled, but is not obligated, to review or retain your Electronic Communications for your compliance with the ToS and the security of the Services. LoanEntry may also review or retain Electronic Communications (other than Data) for other reasons that LoanEntry believes in good faith will improve the quality of the Services;
B. LoanEntry may disclose Electronic Communications if required to by law or in the good-faith belief that such disclosure is reasonably necessary to: ( i) comply with legal process; (ii) enforce the ToS ; (iii) respond to claims that any Electronic Communications violate the rights of third parties; or (iv) protect the rights, property, or personal safety of LoanEntry, its users or others;
C. You will not use any Electronic Communication for any purpose that is unlawful, abusive, harassing, libelous, defamatory, obscene or threatening. Neither you, nor someone on your behalf, will use the Services to solicit LoanEntry customers or others for any purpose;
D. You will not upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights;
E. You will not in any way express or imply that any opinions contained in your Electronic Communications are endorsed by LoanEntry;
F. You agree to provide LoanEntry with your e-mail address, promptly provide LoanEntry with any changes to your e-mail address and accept Electronic Communications from LoanEntry at the e-mail address you specify;
G. You agree that LoanEntry may provide notices, statements and other communications to you solely through e-mail, posting on the Services or other electronic transmission; and
H. You understand that the technical processing and transmission of the Services, including your Electronic Communications, may involve ( i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
7. SECURITY OF DATA TRANSMISSION
You agree to use software produced by third parties, including, but not limited to, "browser" software that supports a data security protocol compatible with the protocol used by LoanEntry. Until notified otherwise by LoanEntry, you agree to use software that supports the Secure Socket Layer (SSL) protocol or other protocols accepted by LoanEntry and to follow logon procedures for Services that support such protocols. You acknowledge that LoanEntry is not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet. You acknowledge that it is possible that Electronic Communications may be accessed by unauthorized third parties when communicated between you and LoanEntry using the Internet, other network communications facilities, telephone or any other electronic means.
8. GENERAL PRACTICES REGARDING USE OF THE SERVICES
You acknowledge that LoanEntry may establish general practices and limits concerning use of the Services. You acknowledge that LoanEntry reserves the right to disable accounts that are inactive for an extended period of time. You further acknowledge that LoanEntry reserves the right to change these general practices and limits at any time, upon notice as provided in Section 21 below.
9. PROVIDER'S OBLIGATIONS
o 9.1 Each Provider shall be responsible for all goods and services offered through the Provider's Store at its Web site, all materials used or displayed at the Web site, and all acts or omissions that occur at the Web site or in connection with the Provider's account or password. Certain Web sites may be subject to additional requirements.
§ 9.1.1 Each Provider shall display in the Web site the Provider's contact information, including but not limited to the Provider's company name, address, telephone number, fax number and e-mail address. The Provider shall also update such information to keep it true, accurate, current and complete.
§ 9.1.2 Each Provider agrees that any and all press releases and other public announcements related to its participation in the Provider Store and subsequent transactions between LoanEntry and the Provider, including the method and timing of such announcements, must be approved in advance by LoanEntry in writing. LoanEntry reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of the Provider's obligation regarding public announcements shall be a material breach of its agreement with LoanEntry.
§ 9.1.3 Each Provider represents and warrants that it has full power and authority under all relevant laws and regulations:
· To offer and sell the goods and services offered by it at the Web site, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered by it at the Web site;
· To copy and display the materials used or displayed by it at the Web site; and,
· To provide for credit card payment and delivery of goods or services as specified at the Web site.
§ 9.1.4 Each Provider represents and warrants that it will not engage in any activities:
· That constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of illegal goods or the violation of export control or obscenity laws;
· That defame, impersonate or invade the privacy of any third party or entity;
· That infringe on the rights of any third party, including but not limited to the intellectual property, business, contractual, or fiduciary rights of others; and,
· That are in any way connected with the transmission of "junk mail," " spam " or the unsolicited mass distribution of e-mail, or with any unethical marketing practices.
§ 9.1.5 Provider Privacy Policy. The Provider agrees (a) to post a privacy policy in its Provider Store that, at a minimum discloses any and all uses of personal information collected from users by the Provider; (b) to include in the Provider's privacy policy a paragraph provided or approved by LoanEntry that describes LoanEntry's collection and use of the Provider's customer information, (c) to provide a hypertext link to the Provider's privacy policy on the home page of the Provider Store and on all pages where the Provider collects personal information from users including, but not limited to, all checkout pages; and (d) to use personal information only as expressly permitted by the Provider's and LoanEntry's privacy policy.
o 9.2 MAINTENANCE AND SUPPORT
§ 9.2.1 The Provider can obtain assistance with any technical difficulty that may arise in connection with the Provider's utilization of the Provider Store Services by requesting assistance by e-mail to support@LoanEntry.com. LoanEntry reserves the right to establish limitations on the extent of such support, and the hours during which it is available.
§ 9.2.2 The Provider is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Web site, and the Provider shall be responsible for all charges related thereto.
o 9.3 INDEMNITY
The Provider agrees to indemnify and hold harmless LoanEntry and Oracle Corp. and their parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the Provider's conduct, the Provider's use of the Provider Store Services, the goods or services offered at the Provider's Store, any alleged violation of the LoanEntry Terms of Service or any alleged violation of any rights of another, including but not limited to the Provider's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with the Provider's Store. LoanEntry reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Provider, but doing so shall not excuse the Provider's indemnity obligations.
o 9.4 LoanEntry reserves the right to refuse to host or continue to host any Web Store which it believes, in its sole discretion: (1) offers for sale goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; (2) has received a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders; (3) has become the subject of a government complaint or investigation; or (4) has violated or threatens to violate the letter or spirit of the LoanEntry Terms of Service.
10. SECURITY AND STORAGE OF DATA
The security of your Data may be maintained through the use of data encryption, data security protocols, passwords and other methods which LoanEntry may employ, or which LoanEntry may suggest or require that you employ. You agree that LoanEntry has no responsibility or liability either for the deletion or failure to store any Data transmitted by you or anyone else to the Services or the operation, or failure, or weakness, of any data encryption, data security protocols, passwords or other security methods employed by LoanEntry.
11. LOANENTRY'S PROPRIETARY RIGHTS
You acknowledge and agree that the Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Software, in whole or in part. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services. If you are a professional financial service provider (i.e., an accountant or a bookkeeper), you may procure and maintain the Services for your clients by obtaining and maintaining from LoanEntry a separate account for each of them.
LoanEntry grants you a non-transferable, non-exclusive and terminable right and license to use the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Software or any part thereof or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in or to the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interfaces that are provided by LoanEntry for use in accessing the Services.
12. TRADEMARK INFORMATION
" LoanEntry," the LoanEntry logo, "Oracle Small Business Suite," Oracle Small Business Suite logo, “ NetSuite ,” the NetSuite logo, “ NetCRM ,” the NetCRM logo, and other LoanEntry and Oracle trademarks, service marks, logos and product and service names are marks of LoanEntry (the "LoanEntry Marks"). The Provider's trademarks, service marks, logos and product and service names are marks of the respective Providers ("Provider's Marks"). You agree not to display or use either the LoanEntry Marks or the Provider's Marks in any manner without the owner's express prior written permission.
13. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
. YOUR USE OF THE SERVICES AND THE PROVIDER STORE SERVICES ARE AT YOUR SOLE RISK. THE SERVICES AND THE PROVIDER STORE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LOANENTRY AND CLEARCROSSING, INC. EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF PROVIDERABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
A. LOANENTRY AND CLEARCROSSING, INC. MAKE NO WARRANTY THAT ( i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES OR THE PROVIDER STORE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE SOFTWARE OR SERVICES OR THE PROVIDER STORE SERVICES WILL BE CORRECTED.
B. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LOANENTRY OR CLEARCROSSING, INC., OR THROUGH OR FROM THE SERVICES OR THE PROVIDER STORE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE ToS .
C. NO, FINANCIAL, LEGAL OR TAX ADVICE OR COUNSEL IS GIVEN, OR SHALL BE DEEMED TO HAVE BEEN GIVEN, BY THE SERVICES OR THE PROVIDER STORE SERVICES.
D. NEITHER THESE ToS , NOR ANY DOCUMENTATION FURNISHED UNDER THEM, ARE INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE PROVIDER STORE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE PROVIDED BY LOANENTRY WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR-FREE SERVICE. THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND PROVIDER MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS. THE PROVIDER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROVIDER STORE SERVICES IS DONE AT ITS OWN DISCRETION AND RISK AND THAT THE PROVIDER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. LOANENTRY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF LOANENTRY IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM THE PROVIDER'S USE OR INABILITY TO USE THE PROVIDER'S STORE SERVICES OR THE SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE PROVIDER STORE SERVICES OR THE SOFTWARE. LOANENTRY'S LIABILITY TO THE PROVIDER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY THE PROVIDER TO LOANENTRY OVER THE COURSE OF THE EXISTING TERM.
E. THE PROVIDER AGREES NOT TO RESELL OR ASSIGN OR OTHERWISE TRANSFER ITS RIGHTS OR OBLIGATIONS UNDER THESE ToS WITHOUT THE EXPRESS PRIOR WRITTEN AUTHORIZATION OF LOANENTRY.
F. NEITHER LOANENTRY, CLEARCROSSING, INC., NOR THE PROVIDER SHALL BE LIABLE TO THE OTHER FOR ANY DELAY OR FAILURE IN PERFORMANCE UNDER THESE ToS RESULTING DIRECTLY OR INDIRECTLY FROM FORCE MAJEURE EVENTS.
14. LIMITATION OF LIABILITY
IN NO EVENT WILL LOANENTRY OR CLEARCROSSING, INC. BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE ITEMS) EVEN IF LOANENTRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. YOU AGREE THAT THE LIABILITY OF LOANENTRY ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SERVICES OR THE PROVIDER STORE SERVICES WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICES OR THE PROVIDER STORE SERVICES. Neither LoanEntry nor ClearCrossing, Inc. shall be liable for any loss resulting from a cause over which LoanEntry does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to your computer; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or your telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. LoanEntry is not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the Services or the Provider Store Services. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
15. INDEMNITY
You agree to defend, indemnify and hold LoanEntry and ClearCrossing, Inc. harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of the ToS , state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of the Services and/or the Provider Store Services.
16. MODIFICATIONS TO OR DISCONTINUATION OF THE SERVICES AND/OR THE PROVIDER STORE SERVICES.
LoanEntry reserves the right at any time and from time to time to modify, temporarily or permanently, the Services and/or the Provider Store Services (or any part thereof) upon notice to you. LoanEntry also reserves the right at any time to discontinue, temporarily or permanently, the Services and/or the Provider Store Services (or any part thereof) to any accounts not in good standing upon notice to you. You agree that LoanEntry shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services and/or the Provider Store Services.
17. TERMINATION OF THE SERVICES AND/OR THE PROVIDER STORE SERVICES
You agree that LoanEntry, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Services and/or the Provider Store Services, and remove and discard any Electronic Communications within the Services, for lack of use or if LoanEntry believes that you have violated or acted inconsistently with the letter or spirit of these ToS . LoanEntry may also in its sole discretion and at any time discontinue providing the Services and/or the Provider Store Services, or any part thereof. You agree that any termination of your access to the Services and/or the Provider Store Services under any provision of these ToS may be effected upon notice to you, and acknowledge and agree that thereafter LoanEntry may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files, the Services and/or the Provider Store Services; however, in the event that your Services and/or the Provider Store Services with LoanEntry terminates, LoanEntry will use commercially reasonable efforts to return your Data to you electronically, in an appropriate format selected by LoanEntry, as promptly as is reasonably possible after such termination, provided you have complied with the ToS and have paid in full all amounts owed to LoanEntry. Further, you agree that LoanEntry shall not be liable to you or any third party for any termination of your access to the Services and/or the Provider Store Services; provided, however, that if the termination is unrelated to your acts or omissions LoanEntry will refund the pro rata portion of any fee that may have been paid by you for the portion of the Services not furnished to you as of the date of such termination.
18. LINKS
The Services and/or the Provider Store Services may provide, or third parties may provide, links to other World Wide Web sites or resources. Because LoanEntry has no control over such sites and resources, you acknowledge and agree that LoanEntry is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that LoanEntry shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
19. NOTICES
Notices to you from LoanEntry may be made by either e-mail or regular mail. LoanEntry may provide notices of changes to the ToS , modification or termination of the Services and/or the Provider Store Services or other matters by e-mail to you or by displaying notices or links to notices to you on the Services and/or the Provider Store Services.
20. MODIFICATIONS
LoanEntry may modify the ToS upon notice to you. If LoanEntry sends you notice, via e-mail, posting on the Services and/or the Provider Store Services or otherwise, of a modification, you confirm your acceptance of the modification by not closing and/or by continuing to use the Services and/or the Provider Store Services.
21. GENERAL PROVISIONS
The ToS constitute the entire agreement between you and LoanEntry and govern your use of the Services and the Provider Store Services, superseding any prior agreements between you and LoanEntry with respect to the subject matter contained in the ToS . The ToS may only be modified or amended as set forth above in Section 21 or otherwise in a writing signed by LoanEntry and you. The ToS and the relationship between you and LoanEntry shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and LoanEntry agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Diego, California. The failure of LoanEntry to exercise or enforce any right or provision of the ToS shall not constitute a waiver of such right or provision. If any provision of the ToS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the ToS shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Provider Store Services or the ToS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The Section titles in the ToS are for convenience only and have no legal or contractual effect.
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