Paypossible Logo

Terms of Service

These Terms of Service (these Terms) create an agreement (the Agreement) between User and the owner and provider of this software and applicable affiliates (We, Our, or Us) regarding User access to and use of the subject services, data and analysis, software, web and mobile applications and other methods of delivery (Platform and Services). All Users (paid and free) must agree to this Agreement before using the Platform and Services. When a User accepts this Agreement, it will bind User and Us. User and We may execute additional written agreements governing User’s use of the Platform and Services and supplement or amend these Terms (Ancillary Agreements) that become part of the Agreement.

Users indicate their agreement to these Terms by clicking on a button indicating User’s acceptance of these Terms, by executing a document that references them, or by using the Platform and Services. If User does not accept these Terms he or she is not authorized to use the Platform and Services or access the Platform.

Four types of Users will access or use the Platform and Services: (1) a consumer seeking to obtain a loan, financing, or credit (a Consumer); (2) a traditional or non-traditional financial institution or lender providing or seeking to provide credit or financing to a Consumer (Lender), (3) a merchant utilizing the Platform and Services to offer credit or financing of its products or services to a Consumer (Merchant), and (4) a person or organization We authorize to access or use or access the Platform and Services or Platform. Certain individual Users may only use the Platform and Services on behalf of an organization, and any such individual (Authorized Representative) represents that he or she has the authority to do so, including binding such organization to these Terms, and with respect to each such access and action in connection with the Platform and Services.

1. Scope of Agreement, Authorization, and Responsibilities

1.1 Scope. This Agreement governs Users’ access to and use of the Platform and Services and Our delivery of the Platform and Services and User’s access to the Platform.

1.2 Authorization. Users authorize Us and Our officers, employees, contractors, and agents to take commercially reasonable actions (including contacting various parties related to transactions in connection with the Platform and Services) to effect the Platform and Services subject to the rights and limitations in these Terms.

1.3 Responsibilities. Our responsibilities are limited to the Services described in these Terms and any other responsibilities we specifically accept in advance in writing. Without limiting the foregoing, We are, for example, never responsible for delivery or quality or fitness for purpose of merchandise from a Merchant nor or We responsible for any loan terms, loan servicing, or other issues that arise, legal, regulatory, or otherwise between, a Lender and a Consumer at any time for any reason other than our failure to perform part of the Services that we have specifically undertaken. We are never responsible for loan underwriting or servicing decisions or the terms of any loan or decisions of a Merchant to accept merchandise returns or limitations thereof. Any disputes arising between any Users (i.e., between and Consumer and a Lender or a Consumer and a Merchant or a Merchant and Lender) are the responsibility of the Users subject to the dispute to resolve. We will, on request of a User, use commercially reasonable efforts to assist in resolutions, but the responsibility for resolution rests with the disputing parties.

1.1. Confidential Information shall take its meaning from Section 8.

1.2. Merchant shall mean the business in which Customer accesses financing alternatives in order to make a purchase of goods and/or services described in Recital A above.

1.3. Customer shall mean the individual entering into an agreement and/or contract with a PayPossible Lending Partner via the resulting financial product and/or loan facilitated by the Marketplace Gateway Platform. It shall also mean the Merchant’s customer, end-user, or recipient of the goods and/or services provided by the Merchant.

1.4. User Information shall mean data or information disclosed by or of User, and which may include such information as described in Title V of the Graham Leach Bliley Act.

2. Description and Purpose of the Platform and Services

The Platform and Services include but are not limited to the following: We deploy a subscription-based software-as-a-service Platform that, among other things may (i) aggregate underwriting requirements of potential Lenders, (ii) present a loan application to a Consumer/potential borrower in the form required by a Lender, (iii) at a Lender’s request, filter loan application data against Lender underwriting criteria to direct the Consumer/potential borrower information to a Lender based on Lender underwriting requirements, (iv) provide disclosures as directed by Lenders, (v) collect loan decisions from Lenders and delivers decisions to the Consumer/potential borrower, (vi) allow loan document acceptance, signing, loan closing, and delivery of funds from the Lender, and (vii) provide Merchant or Lender-requested after-closing reports and analytics. We does not via the Platform or otherwise: (a) create loan programs or draft or recommend Lender underwriting requirements, (b) counsel or advise Consumers in any respect other than on how to use the Platform and Services, (c) communicate with Consumers about a loan other than through communications facilitated though the Platform and Services and approved or required by Lenders, (d) participate in any respect in underwriting decisions, (e) fund any Loans except to the extent the Platform and Services may facilitate the delivery of loan proceeds from the Lender to the Consumer/borrower or Merchant, (f) recommend or approve or consult in any respect on legal or regulatory matters (including loan disclosures), made in connection with any potential loan, or (g) service loans.

3. Use of the Platform and Services, Communications

3.1 Use. During the term of this Agreement, a User may access and use the Platform and Services only as permitted in this Agreement. We retain all right, title, and interest in and to the Platform and Services, including, without limitation, all software used to provide the Platform and Services and all logos, service marks, and trademarks reproduced through the Platform and Services, and this Agreement does not grant User any intellectual property rights in the Platform and Services. User will not resell, reframe, distribute, use on a timeshare, outsourced, undisclosed agency, or service bureau basis, or otherwise directly commercialize the sale or lease of the use of the Platform and Services. User may need to provide additional information in order to register for or use certain Platform and Services. User warrants that the information User provides during the registration process is complete and accurate.

3.2 Communications. Users consent to receive communications from Us and from other Users via text (charges may apply), electronically thought the Platform and Services, or as otherwise contemplated in the Platform and Services.

3.3 Operating Partners. We use operating and technology entities to effect the Services and Users consent to our use of these entities. In some cases (like that described below) a User may be required to agree to terms of use specific to an operating entity. If agreement is required and they User does not agree, then We will not be required to deliver the Services to that User. In order to use Our payment functionality, some Merchant and Lender Users must open a "Access API" account provided by Dwolla and must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. The User authorizes Us to share User’s identity and account data with Dwolla for the purposes of opening and supporting User’s Dwolla account, and User is responsible for the accuracy and completeness of that data. Dwolla Users will access and manage their Dwolla account through the Platform and Services, and We will send Dwolla account notifications and will provide User support for the Dwolla services.

4. Beta Platform and Services

We may offer User the opportunity to use and evaluate a “beta” version of the Platform and Services or one or more components thereof (Beta Platform and Services) to get User’s evaluation and feedback (Feedback). Beta Platform and Services may contain bugs, errors and other problems, and User accepts the Beta Platform and Services “AS-IS.” We give User no warranty of any kind and are not responsible for any sort of problems or issues related to User’s use of Beta Platform and Services. User may be asked to provide Feedback to use Beta Platform and Services. We make no representations, promises or guarantees that the Beta Platform and Services will ever be generally released. We may suspend or terminate access to the Beta Platform and Services and delete any Content or data on the Beta Platform and Services without any liability to User. User grants Us a perpetual, royalty-free license to use Feedback and the feedback collected under Section 6.7 of these Terms.

5. Fees and Payments

5.1 Resellers. We distribute the Platform and Services directly to Users and We may distribute though resellers who enter into a contract with User. This Section 5 applies only if We have a direct contractual relationship with User to provide the Platform and Services to User. If User purchased the Platform and Services through a reseller, then Users will have a direct contractual relationship with the reseller and Users’ payment obligations will be as provided in an agreement with the reseller.

5.2. Fees for Platform and Services. User agrees to pay to Us any fees for each aspect of the Platform and Services User purchases or uses in accordance with the pricing and payment terms presented to User for those aspects of the Platform and Services. Fees paid by User are non-refundable, except as provided in this Agreement or when required by law. Specifically, Our fees are not refundable even if a Consumer obtains a refund or a loan or debt originated with the Platform and Services is cancelled or repaid.

5.3. Subscriptions. Some aspects of the Platform and Services may be billed on a subscription basis (Subscriptions). This means that User will be billed in advance on a recurring, periodic basis (a billing cycle). Billing cycles are typically monthly or annual, depending on the subscription plan. Subscriptions automatically renew at the end of each billing cycle unless User cancels auto-renewal through User’s online account management page, or by contacting Our customer support team. User may cancel auto- renewal on User’s Subscription at any time, in which case User’s Subscription will continue until the end of that billing cycle before terminating. User may cancel auto-renewal on User’s Subscription immediately after the Subscription starts. Other aspects of the Platform and Services are billed on a usage basis and will be invoiced and payable within 30 days of the date of the invoice as provided in Our agreements with the User.

5.4. Taxes. Unless otherwise stated, User is responsible for any taxes (other than Our income tax) or value- added taxes or duties associated with the sale of the Platform and Services, including any related penalties or interest (collectively, Taxes). User will pay Us for the Platform and Services without any reduction for Taxes. If We are obliged to collect or pay Taxes, We will send User an invoice for the Taxes, unless User provides Us with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. If User is required by law to withhold any Taxes from User’s payments to Us, User must provide Us with an official tax receipt or other appropriate documentation to support such payments.

5.5. Price Changes. Unless We agree otherwise, We may change the fees charged for the Platform and Services at any time, provided that, for Platform and Services billed on a Subscription, the change will become effective only at the end of the then-current billing cycle of User’s Subscription (or as otherwise provided in an Ancillary Agreement). We will provide User with reasonable prior written notice of any change in fees.

6. Content and Conditions of Sharing

6.1. Certain Information. In the course of using the Platform and Services, User may disclose non-public and confidential information in connection with the Users’ use of the Platform and Services (Content). Our management of this information is governed in part by the terms of Our Privacy Policy published on in connection with the Platform and Services and updated from time to time and in part by these Terms.

6.2. Authorization. When accessing Content in connection with the Platform and Services, the User accessing the Content represents and warrants that he or she is authorized to do so and is subject to confidentiality obligations under applicable laws and regulations, the User’s own confidentiality requirements, and the confidentiality requirements in these Terms.

6.3. Accuracy and Completeness. A User providing Content is solely responsible for the accuracy, completeness, and timeliness of Content he or she provides. We do not guaranty that any Content provided by a User is accurate or complete. User acknowledges by providing Content that recipients can reasonably be expected to rely on such Content. The Platform and Services, notwithstanding validation and quality assurance efforts, are not a substitute for Users’ responsibilities with respect to Users’ Content or Content a User accesses in connection with the Platform and Services.

6.4. Minimization of Personal Data. The Platform and Services are designed to share certain Content (e.g., a Consumer provides Content in a loan application required by a Lender and the Lender accesses that Content thought the Platform and Services). A User accessing Content is solely responsible for keeping the Content confidential and We are not responsible for a User’s disclosure of any Content.

6.5. Retention of Ownership of Content. The facilitation through the Platform and Services of access to Content does not imply a transfer of intellectual property or other rights to the Content absent an agreement between the User who shares the Content and a User who accesses the Content (e.g., a bill of sale or loan agreement accepted or signed by a Consumer). Absent an agreement to the contrary, a User retains ownership of and intellectual property rights in Content he or she provides. Users do not obtain intellectual property rights in Content provided by others and made available through the Platform and Services. We do not claim ownership of any User’s Content.

6.6. Our Access to Content. By providing Content, User grants Us access to the Content in conjunction with the operation and evaluation of the Platform and Services. We may categorize and structure the Content for the purpose of facilitating and streamlining the authorized sharing of Content among Users, including through appending or otherwise associating with labels, identifiers, or other metadata. We may conduct analysis of the Content for the purpose of quality assurance and prudent operation of the Platform and Services as well as for the purpose of extracting information from subsets of Content for other aspects of the Platform and Services. We may analyze Content for the purpose of identifying trends and patterns, deriving risk indicia, concentrations, or best practices, and improvement of the functioning and delivery or scope of the Platform and Services as well as for other lawful purposes. We may analyze the Platform and Services and the Content to derive insights and provide reports or peer comparisons or “benchmarking,” and for the collection and distribution of statistical information or data, provided that such derived information and data will be provided on an anonymous or aggregate basis not intended to identify a source.

6.7. Limited License to Users’ Content. User grants Us a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available (to the extent it is anonymized, de-identified, or aggregated), and otherwise exploit Content, but only for the limited purposes of providing the Platform and Services to User, for Our development, analysis, and dissemination of de- identified data, and as otherwise permitted by Our Privacy Policy. This license for such limited purposes continues even after User stops using the Platform and Services, with respect to aggregate and de- identified data derived from Content and any residual backup copies of Content made in the ordinary course of Our business. This license also extends to any trusted third parties with which We to the extent necessary to provide the Platform and Services to User. If User provides Us with feedback about the Platform and Services, We may use User’s feedback without any obligation to User.

6.8. Correction of Error. If subsequent to User’s making available Content User become aware that there is an error (e.g., a human error leading to the uploading of an incorrect file), User may contact Our customer service and on an exceptional, best efforts basis the We will endeavor to work with User to identify and remove or correct such erroneous Content subset.

7. Security and Confidentiality

7.1. Security. We will store and process Content in a manner consistent with industry security standards. We have implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, availability and confidentiality of Content and to mitigate the risk of unauthorized access or use.

7.2. Confidentiality. As a default, We will treat Content as confidential information and only use and disclose it in accordance with these Terms (and Our Privacy Policies). However, Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by Us); (b) was lawfully known to Us before receiving it from User; (c) is received by Us from a third party without knowledge of breach of any obligation owed to User; or (d) was independently developed by Us without reference to User’s Content. We may disclose Content that is confidential information when required by law or legal process, but only after We, if permitted by law, use commercially reasonable efforts to notify User to give User the opportunity to challenge the requirement to disclose.

8. Acceptable Uses.

Users, including for User’s Authorized Representatives, are responsible, for the acceptable uses.

8.1. Legal Compliance. User must use the Platform and Services in compliance with, and only as permitted by, applicable law and regulations.

8.2. User’s Responsibilities. Users are responsible for Users’ conduct, Content, and communications with others while using the Platform and Services. User must comply with the following requirements when using the Platform and Services:

(a) User may not purchase, use, or access the Platform and Services for the purpose of building a competitive product or service or for any other competitive purposes or reselling the Platform and Services in any way to anyone without Our express written consent.

(b) User may not misuse the Platform and Services or use the Platform and Services for other than their intended purpose. User may not interfere or attempt to interfere with the Platform’s normal operation, and may not access or attempt to access the Platform and Services other than through the interfaces and instructions that We provide.

(c) User may not circumvent or attempt to circumvent any limitations that We impose on User’s account.

(d) Unless We authorize in writing, User may not probe, scan, or test the vulnerability of any Service system or network.

(e) Unless We authorize in writing, User may not use any automated system or software to extract or scrape data from the websites or other interfaces through which We make Our Platform and Services available.

(f) Unless permitted by applicable law, User may not allow unauthorized personnel access to decode or reverse engineer, the Platform and Services, or attempt to do so.

(g) User may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Platform and Services.

(h) User may not use the Platform and Services to infringe the intellectual property rights of others, or to commit an unlawful activity.

(i) Unless We authorize in writing, User may not resell or lease the Platform and Services.

(j) If User’s use of the Platform and Services requires User to comply with regulations applicable to such use, User will be solely responsible for such compliance, unless We have agreed with User otherwise in advance in writing.

9. Privacy

9.1. Privacy. In the course of using the Platform and Services, User may submit Content to Us or access Content provided by others (including User’s personal data and the personal data of others). We know that by giving Us User’s Content, Users are trusting Us to treat it appropriately. Our Privacy Policy, together with any Service-specific data use policies, privacy statements, and privacy notices and these Terms, detail how We treat User’s Content and personal data and We agree to adhere to those privacy policies. User in turn agree that Service Provider may use and share User’s Content in accordance with Our privacy policies and these Terms.

10. Intellectual Property

10.1. Our IP. Neither these Terms nor User’s use of the Platform and Services grants User license to use or ownership in the Platform and Services or the Content User access through the Platform and Services (other than User’s Content) or any intellectual property of any kind owned by or licensed to Service Provider including Service Provider’s trademarks, service marks, or copyrighted material or trade secrets.

10.2. Copyright Claims (DMCA Notices). We respond to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA). If User believes that User’s work has been exploited in a way that constitutes copyright infringement, User may notify Our agent for claims of copyright infringement.

10.3. Other IP Claims. We respect the intellectual property rights of others, and We expect Users to do the same. If User believes another User is infringing upon User’s intellectual property rights, User may report it to Us and we will use commercially reasonable efforts to notify the infringing User of the claims. Claims of copyright infringement should follow the DMCA process, or any equivalent process available under applicable law.

11. Account Management

11.1. Designation of Authorized Representatives. Users are responsible for identifying and maintaining current the designation and information with regard to each of its Authorized Representatives, including the respective authority in connection with specific aspects of the Platform and Services. Users are responsible for use of the Platform and Services by their Authorized Representatives.

11.2. Keep Contact Details Accurate. We may send notices to the contact details registered with User’s account (which may include email and telephone numbers for Authorized Representatives as well as in connection with recipients User designate for sharing User’s Content). It is User’s sole responsibility to keep contact details associated with User’s account current and accurate.

11.3. Keep Passwords Secure. Users are responsible for safeguarding passwords and any other credentials used to access the Platform and Services. Users are solely responsible for any activity occurring in User’s account (other than activity that We perform), regardless of whether User authorized that activity. If User become aware of any unauthorized access to User’s account, User should notify Us immediately. Accounts may not be shared and may only be used by one individual Authorized Representative per account.

11.4. Recordkeeping and Backup. As a matter of convenience, the Platform maintains records with respect to Content and sharing. Notwithstanding the foregoing, absent an agreement to the contrary, We do not assume any responsibility for recordkeeping obligations on User’s behalf. Users are responsible for maintaining, protecting, and making backups of User’s Content. To the extent permitted by applicable law, We will not be liable for any failure to store, or for loss or corruption of, User’s Content.

12. User Requirements

12.1. Legal Status. Users that are entities warrant that User is validly formed and existing under the laws of User’s jurisdiction of formation, that User have full power and authority to enter into these Terms, and that User have duly authorized User’s agent or Authorized Representative(s) to bind User to these Terms. User represents and warrants that User will comply with all laws and regulations applicable to User’s use of the Platform and Services.

12.2. Embargoes. User may only use the Platform and Services if User is not barred under any applicable laws from doing so. If User is subject to economic or financial sanctions or embargoes by any of the United Nations, United States of American, European Union, Singapore, Switzerland, or the United Kingdom, or located in a country embargoed by any of the foregoing jurisdictions or other applicable law from receiving the Platform and Services, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, User is not permitted to purchase or the Platform and Services. User will ensure that: (a) User’s Authorized Representative or end users do not use the Platform and Services in violation of any export restriction or embargo by any of the foregoing or other applicable jurisdictions and (b) it does not provide access to the Platform and Services to persons, including in any form as an Authorized Representative, or entities on any of the foregoing lists.

13. Suspension and Termination of Platform and Services

13.1. By User. If User terminates a Subscription in the middle of a billing cycle, User will not receive a refund for any period of time User did not use in that billing cycle unless the User is terminating for one of the following reasons: (a) We materially breached these Terms and failed to cure that breach within 30 days after User have so notified Us in writing or (b) a refund is required by law.

13.2. By Us. Absent an agreement to the contrary, We may terminate User’s Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to User. Absent an agreement to the contrary, We may terminate User’s Subscription for any reason by providing at least 90 days’ written notice to User, in which case We will provide a pro rata refund for any period of time remaining in that billing cycle subsequent to the effective date of termination. We may suspend performance or terminate User’s Subscription for any of the following reasons: (a) User materially breached these Terms and failed to cure that breach within 30 days after Our notice to User in writing; (b) User ceases User’s business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) User fails to pay fees for 30 days past the due date. Additionally, We may limit or suspend the Platform and Services to User if User fails to comply with these Terms, or if User uses the Platform and Services in a way that causes legal liability to Us or disrupts others’ use of the Platform and Services. We may also suspend the Platform and Services to User if We are investigating suspected misconduct by User. If We limit, suspend, or terminate the Platform and Services User receives, We will endeavor to give User advance notice and an opportunity to export a copy of User’s Content from that Service. However, there may be time sensitive situations where We may decide that We need to take immediate action without notice. We will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. We have no obligation to retain User’s Content upon termination of the applicable Service.

13.3 Termination if User purchased the Platform and Services from a Reseller. If User purchased the Platform and Services through a reseller, then User’s rights and obligations to terminate and receive a refund are governed by User’s agreement with the reseller. We retain the right to terminate services provided through a reseller consistent with Section 13.2.

14. Changes and Updates

14.1. Changes to Terms. We may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Platform and Services, and to account for new aspects of Platform and Services or functionality. The most current version of these Terms will always be posted on Our website. Notice of amendments may be posted Our website or by notice provided on User’s login to the Platform and Services or be direct notice to Users. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Us to obtain User’s consent to such changes, or to provide User with sufficient advance notice of them. If User do not want to agree to any changes made to the Terms for Platform and Services, User should stop using the Platform and Services, because by continuing to use the Platform and Services, User indicate User’s agreement to be bound by the updated Terms.

14.2. Changes to Platform and Services. We continually make changes and improvement to the Platform and Services. We may add, alter, or remove functionality from an aspect of the Platform and Services at any time without prior notice. We may also limit, suspend, or discontinue aspects of the Platform and Services at its discretion. If We discontinue an aspect of the Platform and Services, We will give User reasonable advance notice to provide User with an opportunity to export a copy of User’s Content from that aspects of the Platform and Services, if applicable. we may remove content from the Platform and Services at any time in Our sole discretion, although We will endeavor to notify User before We do so if it materially impacts User and if practicable under the circumstances.

15. Disclaimers and Limitations of Liability

15.1. Disclaimers. While it is in Our interest to provide User with a beneficial experience when using the Platform and Services, there are certain things We do not promise about them. We try to keep Our online Platform and Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW OR A SEPARATE AGREEMENT WITH US, THE SERVICES ARE PROVIDED “AS IS”, AND WE DO NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.

15.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF US, OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY USER TO US FOR USE OF THE SERVICES AT ISSUE DURING THE MONTH PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY AND (B) $1,000.

15.4. Indemnity. User will indemnify and Us hold harmless and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’fees) arising out of a third-party claim regarding or in connection with User’s use of the Platform and Services or Content or breach of these Terms.

16. Contracting Entity

16.1. Who Users are contracting with. Unless otherwise specified in relation to a particular aspects of the Platform and Services, the Platform and Services are provided by, and User are contracting with, Us. Users using the Platform and Services though a reseller do not have a direct contractual relationship with us (other than as set forth in these Terms) and must direct all inquiries regarding the Platform and Services to the reseller.

16.2. Service Provider. For any Service provided by Us, the following provisions will apply to any terms governing that Service:

• Governing Law. Those terms are governed by the laws of the State of Delaware (without regard to its conflict of laws provisions).

• Jurisdiction and Venue. Except if prohibited by applicable law, each User and We submit to the exclusive jurisdiction of the state courts located in the county in which Our principal office is located (the Venue), and the federal courts in the Venue when jurisdiction there is appropriate.

17. Other Provisions

17.1. Assignment. User may not assign User’s rights or obligations under these Terms without Our prior written consent, which may be withheld in Our sole discretion. Any attempted assignment in violation of this provision is void. We may assign these Terms at any time without prior notice to User to a party that legally assumes Our obligations hereunder subject to these Terms and, on User’s request, confirms its assumption of these obligations in writing to User.

17.2. Entire Agreement. Except as provided below, these Terms and any Ancillary Agreement constitute the entire agreement between User and Service Provider, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by User do not apply to the Platform and Services, do not override or form a part of these Terms, and are void. Notwithstanding the foregoing, if User and We execute a Master Service Agreement (MSA) for advisory or consulting services, the terms of the MSA will control the parties’ rights and obligations regarding the services covered by the MSA.

17.3. Independent Contractors. The relationship between User and Us is that of independent contractors, and not legal partners, employees, or agents.

17.4. Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.

17.5. No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.

17.6. Precedence. If there is a conflict between these Terms and the provisions of an Ancillary Agreement, the provisions of the Ancillary Agreement will control.

17.7. Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of these Terms will remain in full effect.

17.8. Third Party Beneficiaries. There are no third party beneficiaries to these Terms.

17.9. Survival. The following sections will survive the termination of these Terms: 5, 6, 8, 10, 12, 15, 16, and 17.

17.10. Dispute Resolution & Arbitration. If a dispute arises out of or relates to this Agreement or any breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation before resorting to arbitration, litigation, or some other dispute resolution mechanism. Any controversy or claim arising out of or relating to this Agreement that is not settled by mediation will be settled by binding arbitration. The arbitration shall be conducted by one arbitrator in the Venue using the then-published Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (AAA), as modified by this Agreement. Although the parties agree to use AAA rules, the arbitration will not be administered by the AAA but by one arbitrator. If the parties are not able to agree upon selection of an arbitrator within 20 days of service of a demand for arbitration, the arbitrator will be selected by a state or federal court judge in the Venue on the request of either party. The arbitrator may not award punitive, consequential, special, or indirect damages, but may award injunctive and other equitable relief to the extent consistent with these Terms. The arbitrator will award interest from the time of the breach to the time of award at the rate set by Delaware law for prejudgment interest.