This document governs your access and use of the information that is made available on this website, the data analytics services that Lendable, Inc., a Delaware corporation ("Lendable," "we," or "us") provides, Lendable's website and online service, and the reports generated by Lendable hereunder in accordance with any agreement between you and Lendable (the "Reports") the Analytical Results (defined below), the website and online service, and the Reports will collectively be referred to as the access and use any and all Customer Data (defined below) transmitted by you ("Customer" or "you") to Lendable . This document incorporates the terms of the following additional documents, including all future amendments or modifications thereto (collectively, and together with this document, the "Terms of Service"):
Product Usage Agreement (Originator) ("Agreement")
BY ACCESSING, BROWSING, REGISTERING FOR, AND/OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS. BY DOING SO, YOU ALSO AGREE TO USE THE SERVICES SOLELY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, AND YOU AGREE THAT YOU ARE BOUND BY AND ARE A PARTY TO THESE TERMS OF SERVICE. You represent that you have authority to bind any entity and its affiliates which are a party to an Agreement to these Terms of Service and that it is fully binding upon them. In such case, the term "you" will refer to such entity and its affiliates. If you do not have authority, or if you do not agree with the Terms of Service, you may not access or use the Services. You should read and keep a copy of each component of the Terms of Service for your records. In the event of a conflict among them, the terms of this document will control.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS OF SERVICE CONTAIN A MANDATORY ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. USE OF SERVICE AND GRANT OF LICENSE TO CUSTOMER-
a) Eligibility. You may use the Services only if you can form a binding contract with Lendable, and only in compliance with these Terms of Service and all applicable local, state, national, and international laws, rules and regulations. The Services are not available to any Customers who previously abused Lendable's provision of the Services, as determined in the sole discretion of Lendable.
b) License. Subject to your full compliance with all of the terms and conditions of these Terms of Service, Lendablegrants you a non-exclusive, revocable, nonsublicensable, nontransferable, nonassignable license to access and use the Services in accordance with these Terms of Service and the terms and conditions of the applicable Agreement that you enter into with LendableYou may not use the Services for any other purpose without Lendable's prior written consent. No rights or licenses are granted except as expressly and unambiguously set forth herein.
2. PROPRIETARY RIGHTS -
a) You acknowledge and agree that all interim, derivative and/or final results or analyses generated by Lendable through or in connection with the use of Customer Data, whether in part or whole, and whether alone or in combination with data from other sources (the "Analytical Results") are and will be owned by Lendable Lendable agrees not to distribute or publish any Analytical Results, or any Customer Data contained therein or upon which such Analytical Results are based, in a manner that renders you readily ascertainable as a source of such Analytical Results, except as specifically authorized by you in writing. For any Analytical Results that are provided to you as part of the Services, Lendable hereby grants to you a limited, non-exclusive right and license to use the Analytical Results for your own internal business purposes, excluding any use of such Analytical Results with any third party or in any service bureau activity or capacity without the prior written consent of Lendable.
b) Your rights with respect to the Services and Analytical Results are limited to those rights expressly granted in these Terms of Service. You acknowledge and agree that Lendable and its licensors own all right, title, and interest in and to the Services and Analytical Results, including all intellectual property rights therein. The Services and Analytical Results are protected by copyright, trademark, trade secret, and other laws of both the United States and other countries. Except as expressly permitted in these Terms of Service, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use or exploit any portion of the Services and Analytical Results, including without limitation any information provided through the Services and Analytical Results. Except for licenses and other rights expressly granted in these Terms, each party retains all right, title and interest in and to text, graphic images or any other images, trade names, and trademarks, their systems, software and other intellectual property, whether or not created or generated as part of the provision of Services or Analytical Results ("Intellectual Property"), and these Terms shall not be otherwise construed to restrict, impair, transfer, convey or otherwise deprive the providing party of any of its rights or proprietary interests thereof.
c) As between Lendable and you, the Customer Data and Intellectual Property shall at all times remain the sole and exclusive property of Customer, subject to the Grant-Back License (defined below).
3. CUSTOMER DATA; PRIVACY
a) Customer Data. By accessing the Services, you represent that you have all necessary authority, permissions and approvals to provide Lendable access to the data of your customers and end users that you and Lendable agree to transmit to Lendable (through the Services, SFTP, upload, email, or other form of transmission) ("Customer Data"). You represent, warrant and agree to use reasonable efforts to de-identify the data belonging to your end users in such a way as to render it non-identifiable before transmitting it to Lendable (through the Services, SFTP, upload, email, or other form of transmission) as Customer Data. You further represent, warrant and agree that Customer Data will not include bank account numbers, credit or debit card numbers, political affiliation, membership in a trade group, or sexual orientation. As between the parties, you own all right, title and interest to all Customer Data or have full rights and authority to grant access to and the rights in these Terms of Service to Lendable.
b) Customer Privacy and Security. You acknowledge and agree that, as between the parties, you are solely responsible for any and all Customer Data and the consequences of providing, posting, or transmitting such Customer Data to Lendable. You agree that you are solely responsible for posting all applicable privacy policies, and making all applicable disclosures and/or notifications to your end users as may be required by the laws in your jurisdiction, and for obtaining any necessary consent(s) from such individuals, with respect to your collection and use of personal information, including Customer Data and including your disclosure of Customer Data to Lendable.
c) Lendable Privacy and Security. You acknowledge and agree that Customer Data you provide Lendable to access through the Services (or other mode of transmission) will be transferred, stored, and processed in the United States and in any other country where Lendable or its third party vendors may have facilities. Lendable uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of Customer Data. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures.
d) Use and Ownership of Customer Data and Derivative Data. Subject to the terms and conditions of these Terms of Service, you hereby grant, and you represent and warrant that you have all rights necessary to grant, to Lendable a non-exclusive, revocable, royalty-free, fully paid, transferable, sublicensable, perpetual, and worldwide right, to copy, use, reproduce, access, transmit, distribute, compile, analyze, modify, reproduce, display, create derivative works of, and store the Customer Data for the purposes of (i) providing the Services to you and to other Lendable customers, (ii) for Lendable's internal research and development purposes, and (iii) enforcing its rights under these Terms of Service ("Grant-back License"). By way of example only, Lendable may use Customer Data to (i) develop and train predictive models that may be applied to other Lendable customers in such a way that will not identify you or your end users individually, (ii) publish or present statistics about our technology and/or trends in microfinance lending; or (iii) conduct internal research to optimize existing and create new algorithms, models, and machine learning pipelines. Even in the event of a termination of these Terms of Service, Lendable shall retain the right to use the Customer Data and data derived from Customer Data, in a form which would not reasonably identify Customer or any individual end user of Customer to a third party.
e) Ownership of Reports and Analytical Results and Analysis. You acknowledge and agree that the Analytical Results, and information and reports derived from the Analytical Results, are and will be owned by Lendable. You further acknowledge and agree that Lendable may collect, track, analyze, use and create derivative works from Analytical Results for purposes of operating, analyzing, developing, improving, or marketing Lendable's products or services. If Lendable shares or publicly discloses information (e.g., in marketing) that is based on or derived from Analytical Results, Lendable will use commercially reasonable efforts to ensure that such information or data will be aggregated or anonymized to reasonably avoid identification of a specific customer or specific individual (whether by name or otherwise).
f) Breach Notice. Lendable will promptly notify you after becoming aware of any confirmed breach of Lendable's network that resulted in unauthorized disclosure of any Customer Data ("Breach Incident"). For each Breach Incident, (i) Lendable will use commercially reasonable efforts to cooperate with Customer by providing information regarding such Breach Incident; and (ii) if such Breach Incident triggers any third party notice requirements under applicable Laws, Customer agrees that, as the owner of the Customer Data, Customer will be responsible for the timing, content, cost and method of any such notice and compliance with such Laws in each relevant jurisdiction.
4. LICENSE RESTRICTIONS -
Except as expressly provided for in these Terms of Service, you agree that you will not, and will not assist or enable others to:
a) create or disclose metrics about, or perform any statistical analysis of, the Services.
b) use the Services on behalf of any third party;
c) display the Lendable name and logo (the "Lendable Marks") in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Lendable, other than your permitted use of the Services under the terms of these Terms of Service;
d) copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the Services;
e) use Lendable Analytical Results, Services or any other Lendable outputs in any manner not expressly permitted by these Terms of Service, including, without limitation, to train your own models;
f) use the Services in a manner that impacts the stability of Lendable's servers or impacts the behavior of other applications using the Services;
g) use the Services in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in Lendable's sole discretion) to Lendable, its providers, its suppliers, end users of this website, or your end users;
h) use the Services or Lendable Marks in a manner that could reasonably be interpreted to suggest that Lendable is the author or entity that is responsible, in whole or in part, for the creation or development of any Customer Data or that such Customer Data represents the views of Lendable;
i) use the Services in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, weapons and accessories; or any subject matter prohibited by these Terms of Service.
Except as expressly provided for in these Terms of Service, Lendable agrees that it will not, and will not assist or enable others to:
a) display the Customer Data on any site that disparages Customer or its products or services, or infringes any Customer intellectual property or other rights;
b) use the Customer Data in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality;
c) disclose, distribute, sell, rent or otherwise transfer or communicate any such Customer Data to, or share such Customer Data with, any third party, subject to the terms and conditions of these Terms of Service.
5. FEES AND PAYMENT -
a) Billing Policies. The Services are provided for a fee and/or other charge. You agree to the pricing and payment terms as described in the Agreement, and as we may otherwise agree from time to time. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in these Terms of Service.
b) No Refunds. There are no refunds for cancellation of the Services. In the event that Lendable suspends or terminates your for your breach of these Terms of Service, you understand and agree that you shall receive no refund or exchange for any Lendable property, any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your subscription, or for anything else.
c) Payment Information; Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
6. NO PROFESSIONAL ADVICE -
If the Services provide professional information (such as loan risk, borrower value, or other financial information), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Services or Analytical Results. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
Without limiting the foregoing, the Services do not include, and Lendable does not provide, any investment banking services and Lendable does not act or purport to act as an intermediary for securities transactions. You acknowledge and agree that Lendable does not provide any of the following in connection with the Services or otherwise: structuring securities transactions; soliciting or identifying potential investors in securities; screening investors for creditworthiness; evaluating the merits of any securities transaction; negotiating the terms of any securities transaction; or taking, routing, matching or executing orders for securities transactions. You should seek the services of a broker-dealer registered under all applicable laws and regulations if you desire to utilize the information provided by the Services to effect securities transactions. You represent and warrant that you will not use the information provided by the Services except in compliance with all applicable laws and regulations, including without limitation those prohibiting the engagement in broker-dealer activities by persons who have not received the appropriate regulatory approvals therefor.
7. WARRANTY DISCLAIMER -
THE SERVICES AND LENDABLE MARKS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. USE OF THE SERVICES IS AT YOUR OWN RISK. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, LENDABLE AND ITS VENDORS AND LICENSORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES AND LENDABLE MARKS, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, LENDABLE DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LENDABLE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, LENDABLE, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8. CHANGES TO THESE TERMS OF SERVICE -
Lendable reserves the right to modify or revise these Terms of Service at any time. You should visit this website periodically to review the documents comprising these Terms of Service and check for updates. Your continued use of the Services after the effective date of any such changes will constitute your acceptance of and agreement to such changes. IF YOU DO NOT WISH TO BE BOUND TO ANY NEW TERMS, YOU MUST TERMINATE THESE TERMS OF SERVICE BY IMMEDIATELY CEASING USE OF THE SERVICES AND TERMINATION OF THE AGREEMENT IN ACCORDANCE WITH ITS TERMS.
9. LIABILITY LIMITATION -
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL LENDABLE OR ITS VENDORS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT DAMAGES, LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR OTHERWISE UNDER THESE TERMS OF SERVICE, EVEN IF LENDABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN ANY CASE, TO THE FULLEST EXTENT PERMITTED BY LAW, LENDABLE'S SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER ANY PROVISION OF THESE TERMS OF SERVICE SHALL BE THE REPLACEMENT OF THE SERVICES. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, LENDABLE DISCLAIMS ALL LIABILITY OF ANY KIND OF LENDABLE'S VENDORS AND LICENSORS.
10. INDEMNITY -
You agree that Lendable shall have no liability whatsoever for any use you make of the Services or Lendable Marks. You shall indemnify and hold harmless Lendable from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from your use of the Services and Lendable Marks.
11. TERM AND TERMINATION -
a) These Terms of Service shall continue until terminated as set forth in this Section. Either party may terminate these Terms of Service by written notice at any time, for any reason, or for no reason including, but not limited to, if you violate any provision of these Terms of Service. Any termination of these Terms of Service shall also terminate the Agreement and any and all licenses granted to you hereunder. Upon termination of these Terms of Service for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media any and all Lendable models, any and all code provided by Lendable, and Lendable Marks, and shall so certify to Lendable that such actions have occurred. Lendable shall have the right to inspect and audit your facilities to confirm the foregoing. Sections 2-4 and 6-17 shall survive termination of these Terms of Service.
b) Even in the event of a termination of these Terms of Service, Lendable shall retain the right to use the Customer Data, in anonymized form, as specified in these Terms of Service.
12. CONFIDENTIALITY -
"Confidential Information" shall mean the Services and all other information disclosed to you that Lendable characterizes or reasonably believes to be confidential at the time of its disclosure, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of three (3) years after termination of these Terms of Service, provided, however, that any source code you may receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of Lendable. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify Lendable in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of these Terms of Service, and will cooperate with Lendable in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (x) immediately notify Lendable prior to such disclosure to allow Lendable an opportunity to contest the disclosure, (y) assert the privileged and confidential nature of the Confidential Information, and (z) cooperate fully with Lendable in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
13. GOVERNMENT USE -
If you are part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Services and/or access to the Services and/or API keys, if applicable, are restricted in accordance with applicable law in any jurisdiction having proper authority, including without limitation, the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Services are a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the Services by the Government shall be governed solely by the terms of these Terms of Service.
14. EXPORT CONTROLS -
You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and you shall not export, or allow the export or re-export of the Services and/or access to the Services and/or API keys, if applicable, in violation of any such restrictions, laws or regulations. By using the Services, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country.
15. ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER -
a) Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM LENDABLE. For any dispute with Lendable, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that Lendable has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms of Services, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by JAMS, Inc. ("JAMS"), under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Alameda County, California, unless you and Lendable agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Lendable from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
b) Class Action/Jury Trial Waiver - WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND LENDABLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
16. MISCELLANEOUS -
These Terms of Service and any Agreement that you enter into with Lendable together constitute the entire agreement between you and Lendable pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. In the event of any conflict between these Terms of Service and the Agreement, then the Agreement shall govern, solely to the extent of any such express conflict. These Terms of Service, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California by two residents thereof and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. Subject to Section 16 governing Arbitration, any action or proceeding arising from or relating to these Terms of Service must be brought in the state or federal courts of Alameda County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The prevailing party in any action arising out of these Terms of Service shall be entitled to an award of its costs and attorneys' fees. If any provision of these Terms of Service is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Lendable to act with respect to a breach of these Terms of Service by you or others does not constitute a waiver and shall not limit Lendable's rights with respect to such breach or any subsequent breaches. These Terms of Service are personal to you and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving you) without Lendable's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Lendable expressly reserves the right to assign these Terms of Service and to delegate any of its obligations hereunder.
Please contact us at email@example.com with any questions regarding these Terms of Service.
These Terms of Service were last modified on July 6, 2015.