Terms of Service

 

 

These Terms of Service apply to you (“you” or “Borrower”), a user of our Platform, and along with any Order agreed by you and CrediVia constitute a binding agreement (the “Agreement”) between you, as an individual, and if you are purchasing or using the Platform as part of your job responsibilities, the legal entity that you represent, and CrediVia, Inc., a Delaware corporation (CrediVia and its affiliates being referred to collectively as “CrediVia”). Borrower and CrediVia are referred to together as the “Parties” or individually as a “Party.”

NOTE THAT THESE TERMS OF SERVICE DO NOT APPLY TO LENDERS WHO ARE GOVERNED SEPARATELY BY THEIR EXECUTED CONTRACTS WITH CREDIVIA.

1. DEFINITIONS

“Authorized User” means an owner, officer, employee or agent of Borrower who has a need to access and use the Platform in connection with the submission of a Loan Request and related information into the Platform by Borrower. Certain Authorized Users have administrative rights and can set up other Authorized Users who work for them. Authorized Users who have enabled or set up other Authorized Users are responsible for the use of the Platform by the Authorized Users they enable.

“Borrower” means a Customer who is seeking credit from a commercial lender to finance one or more commercial real estate Loan Requests.

"Covered Transaction" means a transaction based on or relating to a Loan Request submitted through the Platform.

“Customers” means generically either Lender or a Borrower.

“Effective Date” is defined in the introductory paragraph of this Agreement.

“Privacy Laws” means all applicable privacy, security and data protection laws, rules and regulations in any jurisdiction.

“Lender” means a lender participating on the Platform that is providing credit to commercial borrowers to finance commercial real estate projects.

“Loan Request” means a request to obtain financing for a discrete commercial real estate project, including a purchase of commercial real estate, a refinance of existing debt on commercial real estate, or development or renovation of existing commercial real estate.

“Platform” means CrediVia’s proprietary self-service online platform that matches lenders and borrowers for specified Loan Requests, and that assists in managing the loan due diligence process. The Platform includes the provision on a hosted basis of non-exclusive use and access to CrediVia Software, and associated hosting and support services as described herein.

“Site” means the web site at https://loans.CrediVia.com and/or such other web site or sites from which Borrower may access the Platform.

“Software” means CrediVia’s proprietary software used by CrediVia to provide the Platform, made available through the Site on a “Software as a Service” basis, and all updates and associated documentation thereto made available as a part of the Platform pursuant to the Agreement.

 

2. NATURE OF PLATFORM AND DISCLAIMERS

  1. a. The Platform provides a marketplace and forum for matching borrowers and lenders, and technology and tools for facilitating the sharing of information between borrowers and lenders. CrediVia is not a Party to any transaction under the Platform, and is not a borrower, lender, broker, consultant, agent or financial, legal, tax or other advisor for any such transaction. Borrower alone is responsible for any transactions that may arise from use of the Platform and is solely responsible for interactions with other users of the Platform.
  2. b. None of the information contained on the Platform or Site constitutes a solicitation by CrediVia for any purpose in any form, nor an offer by CrediVia to sell and/or buy securities, mortgages and/or properties. CrediVia does not: (i) provide credit advice; (ii) act as a real estate broker or broker real estate transactions; or (iii) sell, buy, lease, or negotiate the purchase, sale, lease or exchange of real property.
  3. c. Nothing on the Site or Platform constitutes legal, tax, financial or other professional advice. Articles, blog posts, and white papers on the Site and the Platform are provided for informational purposes only.
  4. d. In the event that Borrower has a dispute with another user and/or other third parties relating to a Loan Request or the Platform, Borrower hereby releases CrediVia and its officers, directors, members, agents, subsidiaries and employees, from and against any and all claims, demands and damages (direct and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such dispute, and Borrower hereby waives any and all such claims, demands, and damages.

3. PLATFORM

  • a. Under the terms of and subject to the restrictions in the Agreement, including payment of all applicable fees, Borrower may use the Platform during the term of the Agreement. Borrower may use and access the Platform and Software solely through the Site, and solely in accordance with the Agreement. Borrower’s rights to use the Platform are non-exclusive and non-transferable. Borrower may use the Platform only to support its own internal business, and not in support of any third-party’s business.
  • b. CrediVia may from time to time modify the Platform and add, change, or delete features of the Platform in its reasonable discretion. CrediVia will use reasonable best efforts to post information about material changes to the Platform on the Site or via email. If a change to the Platform materially decreases the features and functionality of the Platform, Borrower may terminate this Agreement without penalty or consequence after providing CrediVia with notice of intent to terminate. Borrower’s continued use of the Platform after any such changes to the Platform constitutes Borrower’s acceptance of these changes.
  • c. The Platform may be used and accessed only by Authorized Users who have a need to access the Platform in order to exercise Borrower’s rights or comply with Borrower’s obligations under this Agreement. Borrower shall be fully responsible for use of the Platform by its Authorized Users and their compliance with the terms of the Agreement.
  • d. Borrower agrees that all information provided to CrediVia by Borrower through the Platform, including without limitation Borrower account information, will be accurate and complete in all respects. Borrower agrees to promptly notify CrediVia of any changes to Borrower information. Borrower is responsible for all use of the Platform made using Borrower’s user name and password. Only one individual may access the Platform at the same time using the same user name and password. Borrower agrees to notify CrediVia immediately if Borrower becomes aware of any unauthorized use or disclosure of an Authorized User’s email address, user name or password, or any other breach of security regarding the Platform of which Borrower becomes aware.
  • e. With Borrower’s prior approval, which will not be unreasonably delayed or withheld, CrediVia may use Borrower’s names and logos on CrediVia’s marketing website and in marketing materials.
  • f. Borrower warrants and agrees not to:
    • Use or allow the use of the Platform to deliver spyware, adware, spam, or other deceptive or fraudulent content and/or malicious code
    • Violate any laws or regulations of any applicable jurisdiction in connection with Borrower’s activities relating to the Platform (including without limitation any Privacy Laws or any state or federal banking or securities laws), or otherwise use the Platform in any way that is in furtherance of criminal, fraudulent, or other unlawful activity
    • Interfere with or disrupt the Platform or servers or networks connected to the Platform
    • Violate any codes of conduct, requirements, terms of use, policies or regulations of networks associated with the Platform
    • Interfere with or attempt to interfere with any other party’s use of the Platform
    • Gain access to or attempt to gain access to any account, computers or networks related to the Platform without authorization
    • Forge headers or otherwise manipulate identifiers to disguise the origin of any content or communication transmitted through the Platform
  • g. CrediVia reserves the right to prohibit any conduct by Borrower or to remove any Borrower Data and/or other material posted by Borrower by and through the Platform that CrediVia in good faith believes: (a) to be in violation of the Agreement, or (b) is illegal, potentially harmful to others, otherwise objectionable or that may expose CrediVia or any user of the Platform to harm, damage to reputation or liability.
  • h. Borrower acknowledges and agrees that CrediVia has no responsibility to monitor or otherwise review or validate Loan Requests. The Loan Requests are submitted directly by Borrower. CrediVia does not represent or warrant that the descriptions of such items are accurate, current or complete. CrediVia has no control over, and hereby disclaims any representation regarding: (i) the quality, safety or legality of the Loan Requests; (ii) the truth or accuracy of any descriptions of the Loan Requests; and/or (iii) the ability of Borrower to fulfill the obligations of the Loan Request. CrediVia is not responsible for ensuring that Borrower can actually complete a loan transaction using the Platform. CrediVia is not responsible for any violation of borrowers or lenders of the terms and agreements with regard to the Platform.

4. ACCEPTANCE OF CUSTOMERS

CrediVia may in its sole discretion: (a) approve or deny a request by a potential lender or borrower to become an authorized user of the Platform, and (b) terminate the right of a lender or borrower to use the Platform, including without limitation based on failure of such party to meet the requirements of any applicable agreements, terms of use or standards or requirements established from time to time by CrediVia.

5. FEES AND EXPENSES

  1. a. Borrower agrees to pay CrediVia all fees set forth on the Site at loans.credivia.com (and related links)as of the date the Loan is published. If credit card payments are authorized by this Agreement or the Site, Borrower authorizes its credit card to be charged by CrediVia for the invoiced amount at the time of invoice. If Borrower is not paying by credit card, then Borrower agrees to pay invoiced amounts within ten (10) days of receipt of invoice.
  2. b. The amount and structure of all fees and rates may be adjusted by CrediVia from time to time upon at least sixty (60) days written notice to Borrower, which notice may be by posting such changes on the Site or in the Platform. or by email. After receipt of notice of a change in the amount or structure of fees and rates, Borrower shall have thirty (30) days to decide whether or not it elects to terminate the Agreement. Changes to transaction-based fees will not apply to transactions based on applications submitted prior to the effective date of such changes.
  3. c. All payments under the Agreement are non-refundable and, unless otherwise agreed, shall be made in United States dollars. Past-due payments will be subject to late payment charges of the lesser of: (a) one and one-half percent (1 ½ %) per month, or (b) the maximum rate allowed by law.
  4. d. Borrower agrees not to circumvent or evade, or attempt to circumvent or evade, any transaction-based or other fee charged for use of the Platform by attempting to close a transaction relating to a Loan Request outside of the Platform or otherwise without CrediVia’s knowledge or involvement. Borrower shall keep CrediVia informed of all communications and developments associated with a potential transaction relating to a Loan Request.
  5. e. Borrower shall be responsible for all applicable taxes, however designated, incurred in connection with the Agreement, including but not limited to state and local privilege, excise, sales, VAT, and use taxes and any taxes or amounts in lieu thereof paid or payable by CrediVia, but excluding taxes based upon the net income of CrediVia.
  6. f. If a payment becomes five (5) days or more overdue, CrediVia reserves the right to suspend Borrower’s access to the Platform without liability to Borrower, until payment is made in full. If any payment becomes ten (10) days or more overdue, CrediVia may terminate the Agreement upon notice to Borrower. CrediVia has the right to change payment terms, including by requiring upfront payment for the Platform, in its discretion based on Borrower payment history.
  7. g. Borrower is responsible at a loan closing for paying transaction fees owed to CrediVia to Lender for Lender to remit to CrediVia. Lender’s failure to collect such fees from Borrower at the loan closing shall not relieve Borrower of the obligation to pay such fees and Borrower shall arrange to promptly pay the fees directly to CrediVia.

6. TERM AND TERMINATION

  1. a. The Agreement begins on the Effective Date of this Agreement and continues until terminated as set forth herein. Unless otherwise agreed in this Agreement, either Borrower or CrediVia may terminate the Agreement without cause by providing at least thirty (30) days written notice to the other Party.
  2. b. Either Party may terminate the Agreement if the other Party materially breaches the Agreement and does not cure such material breach within thirty (30) days after written notice. CrediVia may suspend Borrower’s access to the Platform if Borrower breaches the Agreement (including but not limited to by means of failure to make payments due hereunder) and the breach is not cured within five (5) days after written notice.
  3. c. The terms in Sections 2, 3(e), 3(f), 3(g), 3(h), 5(d), 6, 7, 8, 9, 10, 11, 12 and 13 herein shall survive any termination of the Agreement as shall any provision of this Agreement that by its terms applies after termination of the Agreement. Upon termination Borrower shall promptly pay CrediVia all outstanding amounts due to CrediVia under the Agreement. In addition, Borrower’s obligation to pay CrediVia any fee based on a Covered Transaction shall survive for a period of twenty-four (24) months after termination of the Agreement (“Tail Period”) and such fee shall be payable if Lender closes any such transactions during this Tail Period.

7. CONFIDENTIALITY AND PRIVACY

  1. a. “Confidential Information” means any non-public information or data that is disclosed by one Party to the other Party pursuant to the Agreement. The Confidential Information of CrediVia includes the Software, as well as the structure, organization, design, algorithms, report formats, templates, data models, logic flow, and screen displays associated with the Software. Confidential Information of Borrower includes Borrower Data, personal information associated with Borrower’s Authorized Users as well as all non-public information relating to Loan Requests. Confidential Information does not include information that the receiving Party can show: (a) is or becomes publicly known or available without breach of the Agreement; (b) is received by a receiving Party from a third party without breach of any obligation of confidentiality; or (c) was previously known by the receiving Party as shown by its written records.
  2. b. A receiving Party agrees: (a) to hold the disclosing Party’s Confidential Information in confidence, (b) to protect the disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own similar confidential information (but in no event using less than reasonable care); and (c) except as expressly authorized by the Agreement, not to, directly or indirectly, use, disclose, copy, transfer or allow access to the disclosing Party’s Confidential Information. Notwithstanding the foregoing, a receiving Party may disclose Confidential Information as required by law; in such event, the receiving Party shall (if permitted by law) inform the other Party prior to any such required disclosure to allow the other Party to seek a protective order or other limitations on such disclosure. Each Party shall promptly notify the other Party in writing if it becomes aware of a breach of the confidentiality obligations herein.
  3. c. CrediVia maintains reasonable and industry standard security measures to help protect against the loss, misuse and alteration of Borrower’s Confidential Information under its control. CrediVia also requires employees to comply with information security safeguards, uses encryption in the transmission of Confidential Information between Borrower’s system and CrediVia’s, encrypts certain sensitive information when stored, and uses firewalls and other intrusion detection and prevention controls to help prevent unauthorized persons from gaining access to Borrower’s Confidential Information. Additionally, CrediVia takes reasonable steps to ensure that its third-party business partners, including its hosting partners, provide sufficient protection for Confidential Information. Borrower acknowledges that no method of transmission over the Internet, or method of electronic storage, is 100% secure, and that CrediVia cannot guarantee absolute security.
  4. d. Each Party acknowledges and agrees that any violation of this Section 7 may cause the disclosing Party irreparable injury for which the disclosing Party would have no adequate remedy at law, and that the disclosing Party shall be entitled to preliminary and other injunctive relief against the receiving Party for any such violation. Such injunctive relief shall be in addition to, and not in limitation of, all other remedies or rights that disclosing Party shall have at law or in equity.
  5. e. Upon termination or expiration of the Agreement, the receiving Party will return to the disclosing Party or destroy all Confidential Information delivered or disclosed to the receiving Party, together with all copies in existence thereof at any time made by the receiving Party.
  6. f. CrediVia’s handling of personal information is governed by its Privacy Policy available on the Site. The terms of CrediVia’s Privacy Policy are incorporated by reference into the Agreement.

8. INTELLECTUAL PROPERTY AND CUSTOMER DATA

  1. a. Borrower agrees that CrediVia and its licensors own all intellectual property rights in and to the Platform, the Software, and the Site, including but not limited to the look and feel, organization, designs, algorithms, templates, data models, logic flow, text, graphics, logos, report formats, and screen displays associated therewith. Borrower will not reverse engineer, decompile or disassemble the Software, or otherwise attempt to reconstruct or discover the source code for the Software. Borrower further agrees not to resell, lease, assign, distribute, time share or otherwise commercially exploit or make the Platform available to any third party for such third party’s benefit. CrediVia reserves all rights in the Platform and Software not expressly granted to Borrower hereunder.
  2. b. Borrower acknowledges and agrees that CrediVia and its licensors’ trademarks, brand names and copyright notices will be included on the Platform and associated documentation. Borrower agrees not to remove, modify, obscure or hide any trademarks, brand names or any other proprietary rights notices included on the Platform and associated documentation.
  3. c. Borrower hereby grants CrediVia a royalty-free, worldwide, transferable, and perpetual license to use or incorporate into the Platform any suggestions, ideas, enhancement requests, or feedback provided by Borrower relating to the Platform. Any intellectual property rights associated with such ideas, enhancement requests or feedback shall be owned solely by CrediVia.
  4. d. CrediVia agrees that Borrower retains ownership of all Borrower rights in the content and data provided by Borrower in connection with Borrower’s use of the Platform (“Borrower Data”). Borrower agrees to provide Borrower Data that is accurate, complete, proper and complies with the Agreement. By submitting Borrower Data, Borrower: (i) represents and warrants that the Borrower Data is original to Borrower or that Borrower otherwise has the unrestricted right to provide such Borrower Data, and (ii) grants CrediVia a royalty-free, worldwide, perpetual, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, create derivative works from, distribute, transfer, perform and display such Borrower Data in order to provide the Platform and as otherwise expressly permitted by the Agreement. Notwithstanding anything to the contrary in this Agreement, CrediVia may derive and compile from Borrower Data and Borrower’s usage of the Platform anonymized, aggregated and/or analytical information, so long as such information does not reveal any information about Borrower or any Loan Request or any individual. Such information may be used for CrediVia’s business purposes, including, but not limited to, to improve CrediVia’s operations, products and Platforms and to create new products.
  5. e. Borrower represents and warrants that all Borrower Data Borrower provides is complete and accurate. Without limiting the foregoing, Borrower agrees not to:
    1. provide any Borrower Data that is untruthful, illegal, misleading, defamatory, indecent, obscene, inappropriate, threatening, harassing, bigoted, abusive, degrading, infringing of any third party proprietary rights, invasive of personal privacy, or otherwise offensive or objectionable;
    2. supply any Borrower Data that includes any virus, worm or other harmful code or software;
    3. create a false identity, impersonate any person, or misrepresent Borrower’s affiliation with any other person or entity including CrediVia. Borrower will not forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Borrower Data; or
    4. provide any Borrower Data that is otherwise in violation of the Agreement.

9. WARRANTIES: DISCLAIMERS

  1. a. Borrower and CrediVia each warrant that they have full authority to enter into the Agreement and are not bound by any contractual or legal restrictions from fulfilling their obligations hereunder.
  2. b. Borrower represents and warrants that all Borrower Data: (i) is owned by Borrower, or Borrower has the full right to provide the Borrower Data to CrediVia; (ii) does not infringe or misappropriate any copyright, trademark, trade secret or other intellectual property right; (iii) does not violate any person’s right of privacy or publicity; and (iv) does not contain any unlawful, obscene, defamatory or libelous material. Borrower further represents and warrants that Borrower’s use of Borrower Data on the Site or in connection with the Platform is not in breach of any covenant or obligation of confidentiality that Borrower has to any other person or entity. Notwithstanding anything to the contrary herein, Borrower is solely responsible for the Borrower Data, and acknowledges that CrediVia has no responsibility or intent to review or monitor any Borrower Data.
  3. c. Borrower shall be solely responsible for Borrower’s use of the Platform, and, acknowledges and agrees that the Platform is strictly a tool to be used in conjunction with good and reasonable business judgment by competent personnel.
  4. d. The Platform may contain features, functionality and information that are provided through or by third-party content, software, web sites, and/or systems (“Third-Party Materials”). Borrower’s use and access of these features and functionality are subject to the terms published or otherwise made available by the third-party providers of Third-Party Materials. CrediVia has no responsibility for any Third-Party Materials.
  5. e. CrediVia makes no warranties as to information and data provided by any user through the Platform. CrediVia does not warrant that the Platform will operate without interruption or error-free, or that the Platform will be totally secure. To the extent that data is being transmitted over the Internet hereunder, Lender acknowledges that CrediVia has no control over the functioning of the Internet, and CrediVia makes no representations or warranties of any kind regarding the performance of the Internet. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, CREDIVIA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING.

10. INDEMNIFICATION

Borrower, at Borrower’s expense, shall indemnify, defend and hold CrediVia and its officers, directors, owners, employees, and affiliates harmless from and against all liability, damages, injuries, losses, costs and expenses (including attorney’s fees) arising out of or relating to Borrower’s use of the Platform, including but not limited to liability, damages, injuries, losses, costs and expenses arising from any claims relating to: (a) Borrower’s or its agents’ breach of any representations, warranties, or covenants in the Agreement, (b) Borrower’s or its agents’ failure to comply with applicable laws and regulations, (c) any Borrower Data, (d) Borrower’s transactions or attempted transactions with any other user of the Platform, including without limitation any dispute between a Lender and Borrower or any other user of the Platform with respect to such transactions and any default by a Party on such transactions. CrediVia shall provide Borrower with prompt written notice of any third-party claim covered by the foregoing and sole and exclusive authority to defend and/or settle such claim.

11. LIABILITY

  1. a. THE LIMIT OF A PARTY’S LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR BY STATUTE OR OTHERWISE) TO THE OTHER PARTY IN ANY MANNER RELATED TO THE AGREEMENT OR THE PLATFORM, FOR ANY AND ALL CLAIMS SHALL NOT EXCEED IN THE AGGREGATE THE FEES PAID OR PAYABLE BY BORROWER TO CREDIVIA HEREUNDER WITH RESPECT TO THE PLATFORM AT ISSUE (EXCLUDING ANY FEES OR CHARGES RELATING TO APPROVED EXPENSES INCURRED BY CREDIVIA ON BEHALF OF BORROWER) DURING THE SIX (6) MONTHS PRIOR TO THE DATE THAT THE RELEVANT CAUSE OF ACTION ACCRUED; PROVIDED THAT THE FOREGOING WILL NOT LIMIT BORROWER’S OBLIGATION TO PAY ANY FEES DUE UNDER THE AGREEMENT.
  2. b. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE LOSS, DAMAGE OR EXPENSES WHETHER ARISING IN CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, OR THE COST OF RECREATING LOST DATA), EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE. LENDER AGREES THAT CREDIVIA IS NOT LIABLE FOR ANY LOSS, DAMAGE, OR INJURY BASED ON INFORMATION DIRECTLY OR INDIRECTLY OBTAINED THROUGH THE PLATFORM.
  3. c. THE EXCLUSIONS OF DAMAGES AND LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO: (1) A PARTY’S NEGLIGENT OR WILLFUL BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THE AGREEMENT, (2) BORROWER’S BREACH OF BORROWER’S OBLIGATIONS UNDER SECTION 2 ABOVE, OR (3) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT. FOR CLARITY, NOTHING IN THIS AGREEMENT SHALL CHANGE OR ADD ANY TERMS RELATING TO LIABILITY IN ANY AGREEMENT BETWEEN BORROWER AND A LENDER.
  4. d. No action, regardless of form, arising out of or related to the Agreement may be brought by Borrower more than one (1) year following the event with gave rise to the cause of action.
  5. e. The allocations of liability in this Section represent the agreed and bargained-for understanding of the Parties and CrediVia’s compensation reflects such allocation. These limitations of liability will apply notwithstanding any failure of essential purpose of any limited remedy.

12. DISPUTE RESOLUTION

  1. a. The Agreement shall be interpreted, construed, and governed by the laws of the State of North Carolina, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.
  2. b. Venue for any disputes or claims shall be the state courts of North Carolina located in Wake County, North Carolina or the United States District Court for the Eastern District of North Carolina.

13. MISCELLANEOUS

  1. a. The Parties are and intend to be independent contractors with respect to the services contemplated hereunder. CrediVia agrees that neither it, its employees nor its contractors shall be considered as having an employee status with Borrower. No form of joint employer, joint venture, partnership, or similar relationship between the Parties is intended or hereby created. There are no intended third-party beneficiaries under the Agreement.
  2. b. Neither Party shall be liable for any failure or delay in the performance of its obligations (except for payment obligations hereunder) due to causes beyond the reasonable control of the Party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, acts of terrorism, accident, fire, explosion, flood, hurricane, severe weather or other act of God, failure of telecommunication or internet service providers.
  3. c. The Agreement constitutes the entire understanding of the Parties with respect to its subject matter, and supersedes all prior or contemporaneous written and oral communications, understandings or agreements with respect to its subject matter. No waiver of any provision of the Agreement, or of any rights or obligations of any Party hereunder, will be effective unless in writing and signed by the Party waiving compliance. The failure by any Party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right.
  4. d. Borrower shall have no right to assign the Agreement or any of Borrower’s obligations hereunder. CrediVia may assign the Agreement and any of its rights hereunder to third parties.
  5. e. Every provision of the Agreement is intended to be severable. If any section of the Agreement is found to be invalid or unenforceable, then such section will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the section will be deemed removed from the Agreement and the rest of the Agreement will remain in full force and effect.
  6. f. Borrower agrees to comply with all relevant export laws and regulations, including, but not limited to, the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). Borrower warrants that Borrower is not a person, company or destination restricted or prohibited by Export Controls ("Restricted Person"). Borrower will not, directly or indirectly, export, re-export, divert, or transfer the Software or Platform, any portion thereof or any materials, items or technology relating to CrediVia's business or related technical data or any direct product thereof to any Restricted Person.
  7. g. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument.
  8. h. The Parties agree that execution of this Agreement by industry standard electronic signature software and/or by exchanging PDF signatures shall have the same legal force and effect as the exchange of original signatures, and that in any proceeding arising under or relating to this Agreement, each Party hereby waives any right to raise any defense or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed agreement electronically. Either Party delivering an executed counterpart by facsimile or a PDF attachment to an email shall also deliver a manually executed counterpart of this Agreement, but failure to do so shall not affect the validity, enforceability, of binding effect of this Agreement. The intentional action in electronically signing this Agreement shall be evidence of consent to be legally bound by this Agreement. The use of an electronic version of this Agreement and any notices fully satisfies any requirement that they be provided to the Parties in writing. Each Party is solely responsible for reviewing and understanding all of the terms and conditions of this Agreement.

14. AGREEMENTS AND AMENDMENTS

  1. a. By executing an Order, you represent that you are 18 years old or older, are authorized to bind the party on whose behalf you are accepting.
  2. b. CrediVia may change these Terms of Service from time to time. Borrower’s continued use of the Site or Platform following the posting of such changes constitutes acceptance of those changes. CrediVia will provide notice of changes of the Agreement to Borrower by email or by posting notice of the change on the Site.
  3. c. By signing into the Platform, you acknowledge and agree that you are not relying on any representations, or promises, whether written or oral, other than as contained in the Agreement.
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