This agreement is the complete and exclusive agreement between you and Legacy regarding your access to and use of the Site. By accessing or using the Site, you agree that you have read and agree to be bound by this agreement, including its provisions for jury trial waiver and mandatory binding arbitration (see Section 15). If you do not agree to the terms of this agreement, do not access or use the Site.
1. Eligibility. The Site is intended for use by business Users accessing it for their own business purposes based on an interest in Legacy’s lending Services. Any authorized representatives or other individuals accessing the Site must do so on behalf of such Users and must be 18 years of age or older.
2. Your Content and Conduct.
2.2 Your Conduct. You agree not to harass, advocate harassment, or to engage in any conduct that is abusive or harmful to any other person or illegal under applicable law. We reserve the right, but are not obligated, to investigate and/or prohibit any conduct, or remove or refuse to post or permit any content (including Your Content), that we deem in our sole discretion to be unlawful, in breach of this agreement, violative of the rights of others, or otherwise offensive to you, the Site, other Users, our rights, or any other person or that may be harmful to others, our operations, or reputation. We assume no liability and shall not be liable directly or indirectly for any action or inaction with respect to your conduct, communication, or transactions or Your Content.
3.1 To the Site. Subject to your compliance with this agreement and satisfaction of associated eligibility criteria, if any, Legacy will permit you to access and use the Site and particular Services solely for lawful purposes in accordance with the terms of this agreement
3.2 To Content. Unless otherwise noted on the Site, other than Your Content, all content available through the Site (“Site Content”) is owned by Legacy, the Users providing that Content, or Legacy’s other Site Content providers. Subject to your compliance with this agreement, you may access the Site Content solely for your own business purposes in connection with your own use of the Site. You shall not, and shall not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Site Content; (b) distribute, sell, resell, convey, lend, loan, lease, license, sublicense, gift, or transfer any Site Content; or (c) alter, modify, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Site Content. Except as described in this agreement or as required by applicable law, Legacy has not verified the accuracy of, and shall not be responsible for any errors or omissions in, any Site Content. Legacy also shall not be held liable to you or any other third party for any Site Content (or Your Content) under any law which is now in effect or may hereafter be enacted, including the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as expressly set forth in this agreement, you are granted no licenses or rights in or to any Site Content, or any IPR (as defined below) therein or related thereto.
3.3 To Services. Access to certain features of the Site or particular Services may require you to agree to meet additional eligibility criteria and to enter into additional terms governing such additional features or Services. In the event of a conflict between the terms of this agreement and such additional Site or Service terms, such additional terms shall control to the extent of the conflict.
3.4 To Third-Party Sites and Services. The Site may contain links to third-party sites or services that are not under the control of Legacy. Unless otherwise noted, any other site or application accessed from the Site is independent from us, and we have no control over and are not responsible for its content.
4. Termination. This agreement may be terminated by Legacy at any time, with or without notice to you except as required by applicable law. You may terminate this agreement by discontinuing use of the Site and all associated Services (including any copies of the Site or other materials in your possession). Upon termination of this agreement (a) all rights granted to you under this agreement shall terminate; (b) you will immediately cease all use of and access to the Site and all Services, including Your Content and any Site Content you obtained prior to termination; (c) your outstanding obligations under this agreement and any Service terms shall survive; and (d) Legacy may delete Your Content at any time.
5. Suspension. Without limiting Legacy’s right to terminate this agreement, Legacy may also suspend your access to the Site (including Your Content), with or without notice to you, upon any actual, threatened, or suspected breach of this agreement or applicable law or upon any other conduct deemed by Legacy to be inappropriate or detrimental to Legacy, the Site, or any other Legacy customer or User.
6. Site Technology. The Site, and the databases, software, hardware and other technology used by or on behalf of Legacy to operate the Site, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable intellectual property of Legacy and its licensors. You shall not, and shall not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in this agreement; (b) use the Technology, whether directly or indirectly, in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, change, or in any way create derivative works of the Technology; (e) distribute, sell, resell, gift, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive, determine, or discover the method of operation of the Technology; (g) attempt, whether directly or indirectly to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) monitor the availability, performance or functionality of the Technology; or (i) interfere, whether directly or indirectly, with the operation or hosting of the Technology. Legacy uses reasonable means to protect the security of the Site, but you acknowledge that perfect security on the internet and mobile systems is impossible and that, as a result, Your Content may be exposed in the event of a breach. In addition, Legacy cannot be responsible for the performance or maintenance of the computer or mobile device operating systems that you employ.
7. Ownership. Legacy retains all rights, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access the Site pursuant to this agreement. The Legacy name, logo and all product and service names associated with the Site are trademarks of Legacy and its licensors and providers and you are granted no right or license to use them. For purposes of this agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
8. Feedback. You agree that any feedback or ideas you provide to Legacy regarding the Site or its underlying Technology or Services or any suggested improvements thereto (together, the “Feedback”) will be the exclusive property of Legacy. To the extent you own any rights in the Feedback, you hereby agree to, and hereby do, assign all right, title and interest in and to the Feedback to Legacy. You agree to perform all acts reasonably requested by Legacy to perfect and enforce such rights.
9. Availability. Legacy will use reasonable efforts to ensure that the Site can be accessed by you in accordance with this agreement; however, Legacy does not guarantee that the Site will be available at all times.
10. Additional Representations and Warranties.
10.1 General. You hereby represent and warrant to Legacy that: (a) you have the legal right and authority to enter into this agreement; (b) this agreement forms a binding legal obligation on your behalf; and (c) you have the legal right and authority to perform your obligations under this agreement.
10.2 Compliance with Laws. You acknowledge that the Site is not specifically designed to achieve any specific objective you may have or facilitate your compliance with any specific law. You represent and warrant to Legacy that your use of and access to the Site shall comply with all applicable laws and shall not cause Legacy itself or any third party to violate any applicable law. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You represent, warrant and covenant that you shall not make, provide, receive or attempt to use the Site to make, provide, or receive payments from or to any person that is subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. You acknowledge that the Site may be subject to restrictions and controls imposed by the United States Export Administration Act (the “Act”) and the regulations thereunder. You agree and certify that neither the Site nor any direct product thereof is being or will be acquired, shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the Act and the regulations thereunder or will be used for any purposes prohibited by the same.
11.1 No Tax, Legal, Financial, or Investment Advice. You should not interpret any Site Content as tax, legal, financial, or investment advice. We have no special relationship with or fiduciary duty to you, and your use of the Site does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the information posted on the Site.
11.2 General. The site is provided “as is” and “as available.” Legacy and its providers do not warrant or guarantee the accuracy, completeness, availability, adequacy or currency of any services or content. Except as expressly set forth herein, Legacy and its providers expressly disclaim any and all warranties and representations of any kind with regard to the Site and this agreement, whether express, implied or statutory, including, without limitation, any warranties of fitness for a particular purpose, merchantability, title or non-infringement. Except as expressly set forth herein, Legacy and its providers do not warrant the reliability, accuracy, integrity, security, completeness, adequacy or currency of the Site, and do not endorse the views or opinions that may be expressed or provided by users of the Site. No oral or written information given by the Site, Legacy or its employees, providers or agents shall create a warranty of any kind. Legacy and its providers specifically disclaim any representation or warranty that the Site or any service will meet your requirements, be suitable for the intended purpose, or operate uninterrupted or error-free.
12. Indemnity. You hereby agree to indemnify, defend, and hold harmless Legacy and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from your access to or use of the Site including Your Content; and your breach of any representation, warranty, or other provision of this agreement. Legacy shall provide you with notice of any such claim or allegation, and Legacy shall have the right to participate in the defense of any such claim at its expense.
13. Limitation on Liability. Legacy shall not be liable for any indirect, incidental, special, exemplary or consequential damages, however caused, under any theory of liability, whether in contract, strict liability or tort (including negligence or otherwise), arising in connection with or out of the use of the Site, even if Legacy has been advised of the possibility of such damages, including, without limitation, any loss of Your Content, data, opportunity, revenues or profits, business interruption, or procurement of substitute goods or services.
14. Claims of Infringement. Legacy respects your copyrights and other intellectual property rights and those of other third parties. If you believe in good faith that your copyrighted work has been reproduced on Site without your authorization in a way that constitutes copyright infringement, you may notify us by mail at the contact address specified for us below. Please include the following information in your correspondence: (a) the identity of the infringed work, and of the allegedly infringing work; (b) your name, address, daytime phone number, and e-mail address, if available; (c) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (d) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (e) your electronic or physical signature.
15. Arbitration. You understand that this Section (“Arbitration Section”) is a part of this agreement and it affects your rights. It contains a jury trial waiver and procedures for mandatory binding arbitration and a class action waiver.
15.1 Arbitration. Any dispute, claim or controversy arising out of or relating to this agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in our federal judicial district before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This Arbitration Section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
15.2 Waiver of Jury Trial. You hereby waive your constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Section.
15.3 Waiver of Class or Consolidated Actions. All claims and disputes within the scope of this Arbitration Section must be arbitrated on an individual basis and not on a class basis, and arbitration claims of more than one User cannot be arbitrated or litigated jointly or consolidated with those of any other User.
16. Governing Law and Venue. The interpretation of the rights and obligations of the parties under this agreement will be governed in all respects by the laws of the State of Texas, U.S.A. as such laws apply to contracts between Texas residents performed entirely within Texas without regard to the choice or conflict of law principles of any jurisdiction purporting to require the application of the laws of another jurisdiction. Subject to Section 15 (Arbitration), each party hereto: (a) consents to and waives any objections to personal jurisdiction, service of process, and venue in the federal and state courts located in the State of Texas, U.S.A. and (b) agrees that any action arising out of or relating to this agreement shall be filed and prosecuted only in such courts.
17. Notices to You. Legacy may provide you with any notices required or allowed under this agreement by contacting you at any e-mail or postal mailing address you provide to Legacy, at any telephone number you provide to Legacy (including by SMS text), or by posting such notice to the Site.
18. Modifications. Legacy reserves the right, at any time, to modify the Site, as well as the terms of this agreement, whether by making those modifications available on the Site or by providing notice to you as specified in this agreement. Any modifications to this agreement will be effective upon posting to the Site or delivery of such other notice, unless otherwise required by law. You will be deemed to have agreed to any and all modifications to this agreement or to the Site through your continued use of the Site following the effective date of such modifications.