LAST UPDATED: APRIL 20, 2021
ATTENTION: PLEASE READ THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (THIS “EULA”) CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE LICENSED SOFTWARE. INSTALLATION, DOWNLOAD, AND/OR USE OF THE LICENSED SOFTWARE PROVIDED HEREIN IS SUBJECT TO YOUR AGREEMENT TO THE TERMS AND CONDITIONS BELOW WHICH CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU, THE END USER, AND LSQ FUNDING GROUP, L.C. AND LS DE LLC (“LSQ”). BY CLICKING “ACCEPT” YOU INDICATE THAT YOU HAVE READ, UNDERSTAND, AND ACCEPT THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA, YOU SHOULD NOT DOWNLOAD, INSTALL OR USE THE LICENSED SOFTWARE. ALL CAPITALIZED TERMS USED BUT UNDEFINED HEREIN SHALL HAVE THE MEANING SET FORTH IN THE AGREEMENT BETWEEN THE ENTITY PROVISIONING THE LICENSED SOFTWARE (THE “LICENSEE”) AND LSQ (THE “MASTER AGREEMENT”).
- License Grant. Subject to the terms and conditions set forth in the Master Agreement, LSQ grants Licensee and its authorized End Users a limited, revocable, non-exclusive, non-transferable, non-sublicenseable license during the Term of this EULA to (i) access and use that portion of LSQ’s System as described in the Master Agreement (the “Licensed Software”) under the terms of this EULA; and (ii) use the information and other supporting materials we provide to you in connection with the Licensed Software and/or provision of services hereunder (the “Documentation”) and make a reasonable number of copies solely as necessary to allow you to use the Licensed Software, for your internal business purposes. The Documentation may not be copied, modified or used in any way not expressly authorized by this license. Ownership, rights and intellectual property in the Licensed Software and Documentation shall remain with us or our licensors. No rights to the Licensed Software are granted except as specifically provided in this Section
- Your Use of the Licensed Software.
(a) You are responsible for the development, modification, content, backup and maintenance of any data, documents, forms, templates, information or other materials uploaded by you (or persons accessing the Licensed Software through your facilities or logon information allocated to you) (collectively, “Your Data and Materials”) for use with the Licensed Software.(b) We do not vet or approve Your Data and Materials available through the Licensed Software and neither we nor our licensors or service providers accept any liability for Your Data and Materials.(c) You grant to us and our licensors and service providers an irrevocable, perpetual, royalty-free license to reproduce, publish, copy or transmit Your Data and Materials (including the right to aggregate your Data and Materials with other data and distribution thereof to third parties, in a de-identified form) for purposes of supplying the Licensed Software, improving the Licensed Software and similar services, ensuring compliance with the terms applicable to the Licensed Software, verifying the charges and payments applicable to the Licensed Software, and for LSQ’s other internal business purposes.(d) You grant us and our licensors and service providers the irrevocable, perpetual right to compile statistics about your use of the Licensed Software, and to otherwise evaluate and improve the Licensed Software based on your usage and Your Data and Materials, and to make such statistics available to third parties only in a de-identified form.(e) You authorize us to amend or delete any of Your Data and Materials where we become aware (through receipt of a third party notice or otherwise) that Your Data and Materials are, or are alleged to be, in breach of copyright, illegal or not appropriate in our opinion to be accessed by or through the Licensed Software.(f) We make no warranty or guarantee that the Licensed Software will be compatible with your existing hardware software or environment.(g) You acknowledge that the Licensed Software may access or be provided via third party software. The licensor of any third party software accessed or provided with the Licensed Software has a proprietary interest in such software, and may impose separate terms and conditions applicable to the use of such third party software, and our third party provider(s) may also impose separate terms and conditions applicable to the procurement of such software.(h) To the fullest extent permitted by law, you access and use Your Data and Materials and the Licensed Software at your own risk. You accept responsibility for all of Your Data and Materials and indemnify us, our licensors and service providers against any liability, costs, losses, claims, or damages (including legal fees and disbursements) incurred or suffered by us in relation to: (1) Your Data and Materials, including but not limited to claims for: infringement of intellectual property rights or other proprietary rights; violation of laws, regulations, or codes; injury or death; breach of privacy or confidence; and (2) Breach of this EULA and enforcing our rights under the EULA.
- License Restrictions. You may not: (a) copy, reproduce, translate, adapt, modify, reverse engineer, decompile, modify or create derivative works of the Licensed Software; (b) resell, rent, lease, assign or otherwise transfer rights to the Licensed Software; or (c) distribute, provide or otherwise make available the Licensed Software in any form to any person other than as explicitly specified herein.
- License Obligations. You shall: (a) use the Licensed Software for lawful purposes only; (b) not use the Licensed Software in a way which interferes with or disrupts the hosting facilities or any other user’s use of the Licensed Software; (c) comply with the operational rules (if any), acceptable use policies and technical requirements that we make available to You from time to time; (d) take such actions as are required to ensure that Your access and use of the Licensed Software complies with any laws, statutes, regulations, decrees or orders applicable to Your use of the Licensed Software (including but not limited to laws regarding privacy, export and import); and (e) not take any steps to defeat any host system controls over the download of parts of the site or software that can be downloaded.(a) You acknowledge and agree that the Licensed Software may not be exported or otherwise used in Cuba, Iran, Libya, North Korea, Syria or any other country to which the United States has embargoed goods, or to a national or resident thereof, or to anyone on the United States Treasury Department’s List of Specially Designated Nations, or the United States Commerce Department’s Table of Denial Orders. You further represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.(b) Licensee shall indemnify LSQ and our licensors and service providers fully against all liabilities, costs and expenses that we may suffer as a result of your or your End User’s breach of this EULA. Licensee shall take such actions as required to ensure that Licensee and End Users’ use of the Licensed Software complies with all applicable laws, statutes, regulations, decrees or orders applicable to Licensee and End Users’ use of the Licensed Software.
- Confidential Information. You agree to keep confidential and not to use for any purpose other than as necessary to allow you to use the Licensed Software as permitted herein, all information relating to the installation, performance, operation, structure, methods, programming and documentation of the Licensed Software, including the Documentation, unless you have obtained our prior written approval to your proposed use or disclosure.
- Software Version. We reserve the right to modify or update the Licensed Software as we deem necessary. The Licensed Software may be modified to better meet the needs of our customers. We may, from time to time, offer additional functionality, modules or products, which may, in our discretion, be incorporated into the Licensed Software, or be offered as optional, separately priced services or modules.
- Passwords. You are fully responsible for the safekeeping of your user identification codes and passwords and for all use of or access to the Licensed Software by anyone using your user identification and passwords. You are solely responsible for any disclosure of the user identification codes or passwords provided to you. We may, by notice in writing, require you to immediately change any of your user identification codes or passwords. You agree to contact us immediately if you suspect any unauthorized use or disclosure of your user identification codes or passwords. We may immediately terminate or suspend user passwords if we (in our discretion) consider this to be necessary or appropriate, including where (without limitation) the Master Agreement (or your involvement in it) ends, or for the reasons described herein.
- Warranty Disclaimer. THE LICENSED SOFTWARE, WEBSITE AND CONTENT AND/OR ANY RELATED MATERIALS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES IN RELATION TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET YOUR NEEDS, OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DO WE MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO DATA OR DOCUMENTATION ASSOCIATED WITH THE SERVICE, OR FOR THE ACCURACY, CURRENCY OR COMPREHENSIVENESS OF THE SAME. NO OTHER ORAL OR WRITTEN INFORMATION PROVIDED BY US, OR BY ANY THIRD PARTY SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF ANY WARRANTY.
- Limitation of Liability. To the maximum extent permitted by applicable law, neither we nor any licensor or service provider shall be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use the Licensed Software.
- Copyright and Trademark. You acknowledge that the Licensed Software and the Documentation are protected by copyright laws and international copyright treaties, as well as other intellectual property rights and treaties. You will not, during or any time after the termination of this EULA or discontinued use of the Licensed Software, commit or permit any act which infringes those intellectual property rights. You acknowledge that certain marks identified as registered or unregistered trademarks or service marks are the exclusive property of LSQ or its licensors or service providers, and that no right to use such marks is granted pursuant to this EULA. You will not remove, deface or combine with any other mark or symbol, any marks contained in the System or provided by LSQ.
- Term of EULA. This EULA commences when you receive your login credentials for the Licensed Software and shall continue until the expiration or earlier termination of the Master Agreement with the Licensee. This EULA and your access to the Licensed Software and Documentation shall automatically terminate if you fail to comply with any of the terms and conditions set forth herein.
- Governing Law. This EULA shall be construed, interpreted and governed by the laws of the State of Delaware. The UN Convention on Contracts for the International Sale of Goods is hereby expressly excluded from applicability to this EULA. You submit to the exclusive jurisdiction of the Federal and State courts located in Orange County, Florida.
BY DOWNLOADING, INSTALLING, OR USING THE LICENSED SOFTWARE, YOU INDICATE THAT YOU HAVE READ, UNDERSTAND, AND ACCEPT THE TERMS AND CONDITIONS ABOVE AND THAT THIS IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT RELATING TO THE LICENSED SOFTWARE BETWEEN US.