THE LOAN ATLAS INC.
END USER AGREEMENT
IMPORTANT! PLEASE READ THIS END USER AGREEMENT (THIS “AGREEMENT“) CAREFULLY BEFORE YOU ACCESS THE LOAN ATLAS INC. (“LOAN ATLAS“) CLOUD-BASED AND/OR HOSTED PLATFORM AND/OR SOFTWARE AS A SERVICE (THE “PLATFORM“). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU WILL NOT BE ALLOWED TO ACCESS THE PLATFORM. BY CLICKING THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS HEREIN, PLEASE CLICK THE “I DO NOT ACCEPT” BUTTON TO EXIT REGISTRATION.
THIS AGREEMENT IS A CONTRACT BETWEEN YOU AND LOAN ATLAS. AS USED HEREIN, “WE,” “US,” AND “OUR” SHALL MEAN LOAN ATLAS; “YOU,” “CUSTOMER”, “USER”, AND “YOUR” SHALL MEAN THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, THAT REGISTERS FOR, ACCESSES, OR USES THE PLATFORM. ANY ACCESS OR USE OF THE PLATFORM BY YOU OR A THIRD PARTY ON YOUR BEHALF CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT.
1.0 PROVISION OF THE PLATFORM.
1.1 Customer is hereby granted a subscription to access the Platform (“Learning Website, Platform, and/or Services”) as a subscriber (the “Subscription“), and Loan Atlas shall use commercially reasonable efforts to make the Platform available to you. The Platform and the features to which you will have access will be determined based on the type of account for which you have subscribed. You understand that the Platform provided to you may be subject to access limits and you agree to not circumvent such access limits. Platform availability, and availability of certain content and features, are dependent on variables not under our control, including the speed and availability of your broadband connection and your geographic location. You may experience delays or technical difficulties caused by or related to these variables. Some Platform features may require you to install and operate additional applications on your personal computer or other device(s) through which you access the Platform. Performance and availability of features on those applications may differ between device and subscriber setup and may be subject to additional terms and limitations with the providers of such applications. Your access to the Platform may be terminated pursuant to the terms herein. In addition to any other reason to terminate your access to the Platform, Loan Atlas may determine that it will discontinue or modify some or all of the Platform for any reason or no reason. If Loan Atlas terminates the Platform, Loan Atlas will strive to provide reasonable prior notice to you via email and/or notice made available on Loan Atlas’s Website. If you are a subscriber of the Platform, Loan Atlas may refund a prorated portion of any pre-paid fees depending on the scope of the modification or discontinuance of the Platform.
1.2 To access the Platform, you will be asked to provide certain information. It is a condition to your use of the Platform that all of the information that you provide on the Platform is correct, current, and complete. If we discover that any of your information is inaccurate or incomplete, we reserve the right to immediately terminate your account and your access and use of the Services. You agree that all information that you provide to access the Loan Atlas, including, but not limited to, through the use of any interactive features on the platform, is governed by the Privacy Policy, and you consent to all actions we take with respect to your information consistent with the Privacy Policy.
2.0 SUBSCRIPTION; FEES
2.1 Subscription Term. The initial term or duration of the Subscription will be twelve (12) months. After the full satisfaction of such twelve (12)-month term, the Subscription will automatically renewin accordance with Sections 2.1a-c, 2.2 and 2.3.
- 2.1a: Monthly Installment Plans – After the full satisfaction of initial twelve (12)-month term, the Subscription will automatically roll into a month-to-month plan at the same rate as your first year monthly installments, or is cancelled by you in accordance with Sections 2.2 and 2.3.
- 2.1b: Full Year Up Front Plans – After the full satisfaction of initial twelve (12)-month term (and each successive twelve (12)-month term thereafter), your Subscription will automatically renew for another twelve (12)-month term unless updated to the month-to-month plan by you or cancelled by you in accordance with Sections 2.1c, 2.2 and 2.3. Paying the entire year up front keeps your 16.67% discounted yearly rate and requires a 1-year subscription.
- 2.1c: Full Year Up Front Plans will have the option to switch to a month-to-month plan at .10 x your yearly rate (example: Yearly rate $3490, monthly price will be $349/mo). This option forgoes your 16.67% discounted yearly rate in favor of a month-to-month subscription in year 2+. If you do not opt into the monthly offer by ten (10) days prior to your subscription renewal date, your yearly subscription and discounted rate will auto-renew and NO REFUNDS WILL BE GIVEN.
2.2 Cancellation Policy during the initial twelve (12)-month term and successive twelve (12)-month terms for members paying the Full Year Up Front. If you are using and have signed up for a subscription of the Services that provides for auto-renewal, you agree that Loan Atlas may, and authorize Loan Atlas to, through Loan Atlas’ third party credit card processing company, charge you automatically for the renewal, unless you notify Loan Atlas that you want to disable annual auto-renewal. If you wish to disable auto-renewal, you must submit your request on the billing page within your portal or to [email protected] no later than ten (10) days prior to the last day of the then current term of your Subscription Renewal date (each such date, a “Renewal Cancellation Deadline”). By purchasing this subscription on an installment plan, you acknowledge that the total balance is due regardless of cancellation of the renewal. Cancelling future renewals will not cancel your current yearly contract and its remaining installments. You are still responsible for paying the full amount over the agreed-upon period or at the time of cancellation.
2.2b Cancellation Policy for members who are in a month-to-month membership for year 2+, and have fully satisfied their initial twelve (12)-month term. You have signed up for a subscription of the Services that provides for monthly auto-renewal after the conclusion of such twelve (12)-month term. You agree that Loan Atlas may, and authorize Loan Atlas to, through Loan Atlas’ third party credit card processing company, charge you automatically for the renewal, unless you notify Loan Atlas that you want to cancel your membership. If you wish to cancel your membership and payment/installments, you must submit your request via the billing section of The Loan Atlas platform or email [email protected] no later than ten (30) days prior to your next Subscription payment date (each such date, a “Cancellation Deadline”). NO REFUNDS WILL BE GIVEN.
2.3 Agreement to Pay. You agree to pay all applicable fees and charges associated with using the Website, Platform, and/or Services as well as any ancillary products and services made available to you by Loan Atlas, in accordance with the pricing schedule and terms of payment established by Loan Atlas, which fees are nonrefundable and nonreturnable. You hereby waive all rights to, and covenant not to, attempt to chargeback or otherwise reverse or dispute any charges on your credit card made in accordance with this Agreement and any pricing schedule you are agreeing to. In the case of a chargeback, it will be your responsibility to demonstrate that you have fulfilled your installment obligations or have provided proof that cancellation was processed in compliance with the agreed terms Section 2.2 and 2.3 of this Agreement. We may use a third party credit card processing company, and you hereby agree to provide complete and accurate information to such credit card processing company as may be requested from time to time. You agree to update your billing and credit card information to keep it current and notify us and the third party credit card processing company if your credit card is cancelled. You agree that if your credit card fails to go through, you are still responsible to pay your installment and all future installments via a different method. You agree that we may suspend your access to the Website, Platform and/or Services without notice upon any rejection of charges or other failure to pay. Access will remain suspended until the account is current in payments. Monthly installment payments are due on or before the monthly anniversary of the date you signed up. Access to the Platform (including, without limitation, coaching webinars, calls and events) will be revoked if payment is not received within thirty (30) days following the due date. Payment of the total of the 12-month subscription installments will be due at this time as it is considered a cancellation prior to the end of the subscription term. NO REFUNDS WILL BE GIVEN.
2.4 Sales Offers and Promotions. Loan Atlas promotional offers and discounts may apply to Subscription purchases and other digital content sold by Loan Atlas. Such offers may be limited in time, and vary by subscriber and/or subscriber status; promotional offers are subject to change in our sole and absolute discretion. Special sales prices and promotions are no longer valid once they are changed or removed, or after any end date or time specified in the offer. The price applicable to your transaction will be the price that was in effect at the time of the transaction; no special sales prices or offers shall apply retroactively, nor shall they apply to any transaction that did not elect such special sales price or offer at the time of the initial transaction. Subscriptions will renew automatically at the discounted rate as long as the discounted rate for was for the entire initial 12-month term AND the account remains active and in good standing. If a subscription is cancelled at the end of the first term or any time before, the discount is also cancelled. If the user purchases a new subscription in the future, it will be at the current pricing being offered at the time of the new sign up.
3.0 OPENING USER ACCOUNT; LOGIN AND PASSWORD.
3.1 User Account. To open a user account, you must complete the registration process by providing Loan Atlas with current, complete, and accurate information as prompted by the registration form. In registering for the user account, you agree to submit accurate, current, and complete information, and to promptly update such information upon any change. Should Loan Atlas suspect that such information is untrue, inaccurate, not current or incomplete, Loan Atlas has the right to suspend or terminate your access to use the Platform. If User chooses, or is provided with, a username, password, or any other piece of information as part of our security procedures, User must treat such information as confidential, and User Loan Atlas has the right to disable any account, username, password, or other identifier, whether chosen by User or provided by Loan Atlas, at any time in Loan Atlas’s sole discretion for any or no reason, including if, in Loan Atlas’s opinion, User has violated any provision of this Agreement.
3.2 Age Restriction. Our Services are not intended for and may not be used by individuals under eighteen (18) years of age. By registering for an account, you state that you are at least eighteen (18) years of age. Creating an account with false information is a violation of these Terms, including creating an account on behalf of others or persons under the age of eighteen (18).
3.3 Login and Password. Upon registration, you will register a user name and personal password. You will be responsible for keeping your user name and password confidential. You must not disclose it to any other person or entity; provided that, Users who use the Website, Platform, and/or the Services as part of a paid subscription may authorize their support staff to access the Website, Platform, and/or Services or portions of it using such User’s username, password, or other login credentials or security information solely on behalf of and for the benefit of such User. Notwithstanding the foregoing, if User provides any other person or entity with account credentials, then that person or entity will be treated as your authorized user that is subject to these Terms and you shall be responsible for such person or entity’s compliance with these Terms. User also agrees to ensure that User exits from User’s account at the end of each session. User should use particular caution when accessing User’s account from a public or shared computer so that others are not able to view or record User’s username, password or other personal information. User will notify us immediately upon learning of any unauthorized use of user name or password. Loan Atlas cannot and will not protect you from the unauthorized use of your user name or password. User will be responsible for all activities and charges incurred through the use of your user name or password, and any claims, liabilities, damages, losses, and costs (including reasonable attorneys’ fees) resulting from the unauthorized use of your user name or password.
3.4 Notices and Messages. By registering, you consent to receive emails, texts, and telephone notifications from us. These emails, texts, and telephone notifications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. These emails, text, and telephone notifications are part of your relationship with us.You agree that any notices, agreements, disclosures, or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. You agree to keep your contact information up to date, and to monitor your settings to ensure that you receive emails, texts, and telephone notifications from us.
4.0 RIGHTS AND OWNERSHIP.
The Platform is protected by intellectual property laws and Loan Atlas owns the right, title, and interest in and to the Platform. You do not own the Platform. Rather, you have a limited right to access and use the Platform pursuant to the terms in the Terms of Use. You and anyone acting on your behalf shall not: (a) modify, adapt, translate, reverse engineer, decompile, disassemble, derive source code, create derivative works based on, or copy the Platform, except as otherwise permitted by the terms of this Agreement, (b) rent, sublicense, loan, transfer, provide, display, distribute or grant any rights in the Platform, in any form, (c) copy, scrape, mine, or otherwise ingest the Services or Content for the purpose of training, fine-tuning, augmenting, or evaluating any AI/ML model, including custom GPTs, without our express written consent, (d) use automated systems—including bots, scrapers, or headless browsers—to access or interact with the Services.
5.0 LINKS TO THIRD PARTY SITES; THIRD PARTY INTERACTION.
5.1 The IP address that the Platform is hosted on may contain links to web sites controlled by parties other than Loan Atlas. Loan Atlas is not responsible for and does not endorse or accept any responsibility for the contents or use of these third party web sites or any transactions completed through such sites. Loan Atlas is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Loan Atlas of the linked web site, notwithstanding the inclusion on such site of the trademarks of Loan Atlas or its respective third party vendors (“Third Party Providers“). It is your responsibility to take precautions to ensure that whatever materials you select for your use are sufficient for your purposes and are free of viruses or other items of a destructive nature.
5.2 Any materials provided by Third Party Providers have not been independently reviewed, tested, certified, or authenticated in whole or in part by Loan Atlas and Loan Atlas is not responsible for such Materials. Loan Atlas does not provide, sell, license, or lease any of the materials other than those specifically identified as being provided by Loan Atlas. Any correspondence with, purchase of goods or services from, or participation in third party promotions of such Third Party Providers is solely between you and the applicable Third Party Provider. All Materials are provided either by Loan Atlas or by its third party agents, authors, developers, creators, contributors, licensors, and vendors (collectively, “Third Party Providers“) and are the copyrighted work of Loan Atlas and/or its Third Party Providers. Trademarks, service marks, graphics, and logos that appear in the Services may be the trademarks of their respective owners. User is granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks is prohibited.
6.0 USER DATA.
6.1 Loan Atlas does not own any Data (as defined below) that you upload, post, email, or transmit to any server using the Platform, unless we specifically tell you otherwise beforehand. For purposes of this Agreement, “Data” means information, data, images, sounds, photographs, graphics, videos, messages, software, text or other materials, whether publicly posted or privately transmitted. Loan Atlas will not monitor or disclose any information regarding you or your account, including any of your Data, without your prior permission except in accordance with the terms of this Agreement and the Terms of Use. Loan Atlas may access your account or Data to respond to support related issues.
6.2 You are responsible for all Data you upload using the Platform. Loan Atlas does not control the Data uploaded via the Platform and, as such, does not guarantee the accuracy, integrity or quality of such Data. Under no circumstances will Loan Atlas be liable in any way for any Data, including for any errors or omissions in any Data, or for any loss or damage of any kind incurred as a result of the loss of Data or the use of any Data uploaded or otherwise transmitted via the Platform. You agree that you must evaluate, and bear all risks associated with, the use of any Data, including any reliance on the accuracy, completeness, or usefulness of such Data. You also agree that it is your sole obligation to backup, maintain, export and/or make copies of the Data.
6.3 Loan Atlas reserves the right to use and assign all information regarding User’s use of the Website, Platform, and/or Services and all information provided by User, including Data, in any manner consistent with the [Privacy Policy]. Loan Atlas may store or retrieve User’s information, including, but not limited to, through the use of cookies or other forms of data collection. Data collection is primarily used for the Platform’s functionality, to serve users, and performance measurement. The policies relating to the privacy of any information or Data gathered or transmitted through the Services are included in the Privacy Policy. By continuing to use the Services, you agree to be bound by the Privacy Policy and all future updates, modifications, and changes thereto.
6.4 Loan Atlas reserves the right to establish or modify general practices and limits concerning use of the Platform, including, without limitation, the maximum number of days that Data will be retained and the maximum disk space that will be allotted on Loan Atlas’s servers on your behalf.
6.5 Marketing Waiver. By using the Services, you grant Loan Atlas a perpetual, worldwide, royalty-free, and transferable license to use, reproduce, modify, adapt, publish, display, and distribute your name, likeness, testimonials, statements, and/or feedback (collectively, “Marketing Materials”) in connection with the marketing, promotion, and operation of the Services. You acknowledge and agree that: 1) Such use may include, but is not limited to, video, text, screen capture, website content, social media, advertising campaigns, email marketing, case studies, digital materials and printed materials. 2) Loan Atlas will not sell your personal information to third parties for unrelated marketing purposes. 3) You will not be entitled to compensation for the use of your Marketing Materials. 4) You may revoke this consent at any time by providing written notice to Loan Atlas at [email protected], except that any use made prior to revocation will remain lawful.
7.0 USER CONDUCT.
7.1 You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding your use of the Services and Materials. Loan Atlas reserves the right to investigate complaints or reported violations of these Terms and to take any action we deem appropriate, including but not limited to canceling your User account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities relating to your profile, account, e-mail addresses, usage history, posted materials, IP addresses, and traffic information. You agree to promptly notify Loan Atlas in the event that you are made aware of any unauthorized or illegal use of the Services.
7.2 You agree not to use the Platform to: (a) upload, post, email or otherwise transmit any Data that (i) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, (ii) User does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of contractual relationships or under nondisclosure agreements), or (iii) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (b) harm minors in any way; (c) knowingly upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation in violation of applicable laws, including, without limitation, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the CAN – SPAM Act), as amended; (e) interfere with or disrupt the Services or servers, applications or networks connected to the Services or disobey the requirements, procedures, policies or regulations of networks connected to the Services; (f) violate any applicable local, state, national or international law; or (g) attempt to gain unauthorized access to the Services, or other computer systems, servers, applications or networks connected to the Services or any portion thereof; or (h) engage in any recruiting activity within The Loan Atlas platform. The Loan Atlas maintains a zero-tolerance recruiting policy and is committed to providing a recruiting-free zone for all users. Users, including Members, Faculty, and Corporate Account Leaders, shall not use their access to the platform, member information, or any influence derived from participation in The Loan Atlas to recruit, solicit, or otherwise attempt to induce any other member of The Loan Atlas to leave their current employer, join another company, or explore employment opportunities. Such prohibited conduct includes, without limitation, soliciting members via community forums or private chat, soliciting during live coaching sessions, promoting personal or affiliated companies during platform events, or compiling member information for purposes of solicitation. Faculty, Members, and other participants acknowledge that they may own or be affiliated with mortgage companies and may recruit outside the scope of the platform; however, under no circumstances may such recruiting involve use of The Loan Atlas platform, its members, or its content. In addition, User shall not use the names of Loan Atlas or any Third Party Provider to promote any business or services in any manner, including in the sending of unsolicited email without the prior written consent of Loan Atlas and/or the applicable Third Party Provider, which may be withheld in Loan Atlas’s or the applicable Third Party Provider’s sole discretion.
7.3 Loan Atlas has the right to disable any account, username, password, or other identifier, whether chosen by User or provided by Loan Atlas, at any time in Loan Atlas’s sole discretion for any or no reason, including if, in Loan Atlas’s opinion, User has violated any provision of these Terms.
8.0 TERM AND TERMINATION.
The term of this Agreement (i.e., your limited right to access and use the Platform) shall commence when you accept this Agreement and terminate when you are no longer a subscriber of the Platform. The following sections of this Agreement shall survive the termination of this Agreement for any reason: Section 2, Section 3.3 , Section 4 (solely with respect to Loan Atlas’s ownership of the Platform) and Sections 7-12. In the event that you breach, or any person or entity acting on your behalf breaches, any of the terms of this Agreement, Loan Atlas may, (a) suspend your access to the Website, Platform, and/or Services without notice. This Agreement (and the limited rights granted to User herein) shall terminate automatically, without the giving of notice, in the event that either party shall become insolvent, shall ask its creditors for a moratorium, shall file a voluntary petition in bankruptcy, shall be adjudicated as a bankrupt pursuant to an involuntary petition, or shall suffer appointment of a temporary or permanent receiver, trustee, or custodian for all or a substantial part of its assets. Loan Atlas further reserves the right to terminate this Agreement for any or no reason upon delivery of written notice to you. Upon any termination of this Agreement, you must immediately cease using the Services, and all of the rights granted to you hereunder shall immediately cease.
9.0 DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND THE THIRD PARTY WEBSITES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ANY OTHER SERVICES OFFERED BY LOAN ATLAS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY. WITH REGARD TO THE PLATFORM, LOAN ATLAS AND THE THIRD PARTY PROVIDERS MAKE NO WARRANTY REGARDING USE OR PERFORMANCE, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESSED OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES AND CONDITIONS AS TO THE QUALITY, SUSTAINABILITY, TRUTH, ACCURACY, COMPLETENESS OF ANY OF THE MATERIALS, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OF QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. LOAN ATLAS DOES NOT WARRANT WITH RESPECT TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PLATFORM AND/OR SERVICES. LOAN ATLAS SHALL HAVE NO LIABILITY FOR ANY VIRUSES RELATED TO THE PLATFORM OR SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOAN ATLAS DOES NOT WARRANT THAT (A) THE PLATFORM AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM AND/OR SERVICES WILL OPERATE OR BE USABLE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS, OR DATA, (C) THE OPERATION OR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR (D) ANY PROGRAM ERRORS WILL BE CORRECTED. YOU ASSUME ALL RISK OF DAMAGE AND LOSS RESULTING FROM USE OF THE SERVICES, THE MATERIALS, AND THE THIRD PARTY WEBSITES, PLATFORMS, AND/OR SERVICES. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE PLATFORM AND/OR SERVICES PROVIDES ACCURATE RESULTS OR IS SUFFICIENT FOR YOUR PURPOSES. LOAN ATLAS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF THE PLATFORM, OR ANY SERVICES OR MATERIALS OFFERED BY LOAN ATLAS. YOU ARE SOLELY RESPONSIBLE FOR YOUR COMPLIANCE WITH AND SATISFACTION OF ANY APPLICABLE LAWS. THE PARTIES AGREE THAT LOAN ATLAS SHALL NOT HAVE ANY OBLIGATION TO BACKUP, MAINTAIN, EXPORT AND/OR MAKE COPIES OF ANY DATA, AND THAT LOAN ATLAS SHALL NOT HAVE ANY LIABILITY FOR ANY FAILURE TO BACKUP, MAINTAIN, EXPORT AND/OR MAKE COPIES OF SUCH DATA EVEN IF LOAN ATLAS PERFORMS BACKUPS OR OTHER SIMILAR PROCEDURES. LOAN ATLAS AND THE THIRD PARTY PROVIDERS DO NOT WARRANT AGAINST ANY LOSS OF DATA, INTERFERENCE WITH USER’S ENJOYMENT OF THE SERVICES OR THE THIRD PARTY WEBSITES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE PLATFORM AND/OR SERVICES AND THE THIRD PARTY WEBSITES, PLATFORM AND/OR SERVICES WILL MEET USER’S REQUIREMENTS NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LOAN ATLAS, THE THIRD PARTY PROVIDERS OR THEIR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.
10.0 LIMITATION OF LIABILITY.
LOAN ATLAS SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USING, MODIFYING, CONTRIBUTING, COPYING OR DISTRIBUTING THE PLATFORM. IN NO EVENT SHALL LOAN ATLAS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PLATFORM, EVEN IF LOAN ATLAS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU HAVE SOLE RESPONSIBILITY FOR THE ADEQUATE PROTECTION, BACKUP, MAINTENANCE AND/OR EXPORT, OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE PLATFORM AND YOU WILL NOT MAKE A CLAIM AGAINST LOAN ATLAS FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, ERRORS, WORK DELAYS, LOST PROFITS, OR LOST OPPORTUNITIES RESULTING FROM THE USE OF THE PLATFORM OR THE LOSS OF DATA. LOAN ATLAS STRONGLY RECOMMENDS THAT YOU TAKE ALL APPROPRIATE STEPS NECESSARY TO BACKUP, MAINTAIN, EXPORT AND/OR MAKE COPIES OF THE DATA. WITHOUT DIMINISHING THE GENERALITY OF THE FOREGOING, IN NO CASE SHALL LOAN ATLAS’S LIABILITY TO YOU UNDER ANY CAUSE OF ACTION EXCEED THE TOTAL AMOUNT THAT YOU HAVE PAID TO LOAN ATLAS FOR THE PLATFORM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CAUSE OF ACTION. THE LIMITATIONS OF DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND LOAN ATLAS. LOAN ATLAS WOULD NOT BE ABLE TO PROVIDE THE PLATFORM TO YOU UNDER THE TERMS OF THIS AGREEMENT WITHOUT SUCH LIMITATIONS
11.0 INDEMNIFICATION.
User shall indemnify, defend, and hold harmless Loan Atlas and its shareholders, directors, managers, subsidiaries, affiliates, officers, employees, agents, and contractors (individually, a “Loan Atlas Indemnified Party” and collectively, the “Loan Atlas Indemnified Parties“) from and against any and all claims, losses, liabilities, damages, expenses, attorneys’ fees, and costs incurred by any Loan Atlas Indemnified Party in connection with (a) the violation or infringement of a U.S. patent, copyright, trademark, or trade secret of any third party resulting from the User’s Data or trademarks, or the use of the User’s Data or trademarks, (b) User’s breach of any representation, warranty, or covenant contained in this Agreement, (c) User’s violation of any laws, regulations, or ordinances, (d) User’s negligence, error, omission, willful misconduct, or use of the Services, except to the extent due to Loan Atlas’s gross negligence or willful misconduct, (e) User’s Data or any other third party information placed on User’s devices by User or used by User, or (f) any claim by a third party that Loan Atlas, due to User’s use of the Services or the Third Party Websites, is liable to a third party for any reason, including, without limitation, in tort, statutory liability, or for contributory infringement of a copyright, patent, trade secret, or other proprietary right of a third party.
12.0 TAXES.
User shall be responsible for any taxes, including, without limitation, sales, use, receipts, excise, occupations, and similar taxes imposed by any federal, state, municipal or other governmental agency for the Services or the use of the Services (other than taxes on the income of Loan Atlas), and User shall pay such taxes and indemnify and hold Loan Atlas harmless from any claims, assessments or demands for payment of such taxes, and any interest and penalties thereon.
13.0 EXPORT CONTROLS.
You shall comply with all export laws and restrictions and regulations of the United States or foreign agency or authority, and not export, or allow the export or re-export of the Platform in violation of any such restrictions, laws, or regulations. By using the Platform, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.
14.0 GENERAL.
The section headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” Loan Atlas shall not be liable for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including acts or omissions of government or military authority, acts of God, disease, pandemics, acts of terrorism, shortages of materials, transportation delays, communication systems interruptions, power outages, earthquakes, fires, floods, weather, labor disturbances, riots, or war.
15.0 INDEPENDENT CONTRACTOR.
The parties acknowledge and agree that Loan Atlas is an independent contractor of User in connection with the provision of the Services and this Agreement shall not be deemed to create a partnership, joint venture, or any other agency relationship. Loan Atlas may advertise or otherwise promote or divulge in any reasonable manner in its marketing efforts that User is a customer of Loan Atlas.
16.0 ASSIGNABILITY.
This Agreement may not be assigned by either party without the prior written consent of the other party, except in connection with the sale of all or substantially all of the assets or ownership interests of the party making the assignment.
17.0 CHOICE OF LAW, VENUE, AND ATTORNEYS’ FEES.
This Agreement shall be governed by the laws of the State of California, without regard to the conflict-of-laws provisions of such state. Except as set forth below in the Arbitration section, the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of California and any United States District Court situated in Ventura County in the State of California for the purpose of construing and enforcing this Agreement. Each party waives and agrees not to interpose any argument that the chosen venue is an inconvenient forum for litigation. Should a dispute between the parties arise in connection with this Agreement, the prevailing party shall be entitled to recover attorneys’ fees in addition to any other recovery to which such party may be entitled.
18.0 ARBITRATION.
If a dispute arises out of this Agreement, the parties shall first attempt to resolve the dispute by good faith discussion and negotiation. If these informal resolution attempts fail, the parties shall then submit the dispute to binding arbitration in Ventura County, California. The arbitration shall be conducted by a single arbitrator engaged through JAMS, Inc., and such arbitrator shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the laws of the State of California. Each party shall pay its own costs and fees of the arbitration proceeding.
19.0 CLASS ACTION WAIVER.
User agrees that, by entering into this Agreement, User and Loan Atlas 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. Claims and remedies sought as part of a class action, private attorney general action, or other representative proceeding of any kind are subject to arbitration only on an individual (non-class, non-representative) basis, and the arbitrator may award relief only on an individual (non-class, non-representative) basis.
20.0 WAIVER, MERGER, AND FORCE MAJEURE.
All notices given under this Agreement shall be in writing. Failure by a party to require performance by the other party or to claim a breach shall not be construed as a waiver of any right. All waivers must be in writing and signed by an authorized representative of the party making the waiver. This Agreement is the entire agreement between the parties and supersedes and terminates all prior agreements. Loan Atlas’s obligations shall be excused without liability when prevented by strike, act of God, disease, pandemic, governmental action, accident, act of war, act of terrorism or any other condition beyond its reasonable control.
21.0 CONTACT.
If you have any questions about this Agreement or otherwise need to contact us for any reason, you can reach us at: [email protected].
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- PROVISION OF THE PLATFORM.
- 1.1 Customer is hereby granted a subscription to access the Platform (“Learning Website, Platform, and/or Services”) as a subscriber (the “Subscription“), and Loan Atlas shall use commercially reasonable efforts to make the Platform available to you. The Platform and the features to which you will have access will be determined based on the type of account for which you have subscribed. You understand that the Platform provided to you may be subject to access limits and you agree to not circumvent such access limits. Platform availability, and availability of certain content and features, are dependent on variables not under our control, including the speed and availability of your broadband connection and your geographic location. You may experience delays or technical difficulties caused by or related to these variables. Some Platform features may require you to install and operate additional applications on your personal computer or other device(s) through which you access the Platform. Performance and availability of features on those applications may differ between device and subscriber setup and may be subject to additional terms and limitations with the providers of such applications. Your access to the Platform may be terminated pursuant to the terms herein. In addition to any other reason to terminate your access to the Platform, Loan Atlas may determine that it will discontinue or modify some or all of the Platform for any reason or no reason. If Loan Atlas terminates the Platform, Loan Atlas will strive to provide reasonable prior notice to you via email and/or notice made available on Loan Atlas’s Website. If you are a subscriber of the Platform, Loan Atlas may refund a prorated portion of any pre-paid fees depending on the scope of the modification or discontinuance of the Platform.
- 1.2 To access the Platform, you will be asked to provide certain information. It is a condition to your use of the Platform that all of the information that you provide on the Platform is correct, current, and complete. If we discover that any of your information is inaccurate or incomplete, we reserve the right to immediately terminate your account and your access and use of the Services. You agree that all information that you provide to access the Loan Atlas, including, but not limited to, through the use of any interactive features on the platform, is governed by the Privacy Policy, and you consent to all actions we take with respect to your information consistent with the Privacy Policy.
- SUBSCRIPTION; FEES
- 2.1 Subscription Term. The initial term or duration of the Subscription will be twelve (12) months. After the conclusion of such twelve (12)-month term (and each successive twelve (12)-month term thereafter), the Subscription will automatically renew for another twelve (12)-month term unless cancelled by you in accordance with Section 2.2 and 2.3.
- 2.2 Cancellation Policy. If you are using and have signed up for a subscription of the Services that provides for auto-renewal, you agree that Loan Atlas may, and authorize Loan Atlas to, through Loan Atlas’ third party credit card processing company, charge you automatically for the renewal, unless you notify Loan Atlas that you want to cancel or disable annual auto-renewal. If you wish to cancel your payment/installments, you must submit your request to [email protected] no later than ten (10) days prior to the last day of the then current term of your Subscription Renewal date (each such date, a “Cancellation Deadline”). By purchasing this subscription on an installment plan, you acknowledge that the total balance is due regardless of cancellation of the renewal. Cancelling future renewals will not cancel your current yearly contract and its remaining installments. You are still responsible for paying the full amount over the agreed-upon period or at the time of cancellation.
- 2.3 Agreement to Pay. You agree to pay all applicable fees and charges associated with using the Website, Platform, and/or Services as well as any ancillary products and services made available to you by Loan Atlas, in accordance with the pricing schedule and terms of payment established by Loan Atlas, which fees are nonrefundable and nonreturnable. You hereby waive all rights to, and covenant not to, attempt to chargeback or otherwise reverse or dispute any charges on your credit card made in accordance with this Agreement and any pricing schedule you are agreeing to. In the case of a chargeback, it will be your responsibility to demonstrate that you have fulfilled your installment obligations or have provided proof that cancellation was processed in compliance with the agreed terms Section 2.2 and 2.3 of this Agreement. We may use a third party credit card processing company, and you hereby agree to provide complete and accurate information to such credit card processing company as may be requested from time to time. You agree to update your billing and credit card information to keep it current and notify us and the third party credit card processing company if your credit card is cancelled. You agree that if your credit card fails to go through, you are still responsible to pay your installment and all future installments via a different method. You agree that we may suspend your access to the Website, Platform and/or Services without notice upon any rejection of charges or other failure to pay. Access will remain suspended until the account is current in payments. Monthly installment payments are due on or before the monthly anniversary of the date you signed up. Access to the Platform (including, without limitation, coaching webinars, calls and events) will be revoked if payment is not received within thirty (30) days following the due date. Payment of the total of the 12-month subscription installments will be due at this time as it is considered a cancellation prior to the end of the subscription term. NO REFUNDS WILL BE GIVEN. .
- 2.4 Sales Offers and Promotions. Loan Atlas promotional offers and discounts may apply to Subscription purchases and other digital content sold by Loan Atlas. Such offers may be limited in time, and vary by subscriber and/or subscriber status; promotional offers are subject to change in our sole and absolute discretion. Special sales prices and promotions are no longer valid once they are changed or removed, or after any end date or time specified in the offer. The price applicable to your transaction will be the price that was in effect at the time of the transaction; no special sales prices or offers shall apply retroactively, nor shall they apply to any transaction that did not elect such special sales price or offer at the time of the initial transaction. Subscriptions will renew automatically at the discounted rate as long as the discounted rate for was for the entire initial 12-month term AND the account remains active and in good standing. If a subscription is cancelled at the end of the first term or any time before, the discount is also cancelled. If the user purchases a new subscription in the future, it will be at the current pricing being offered at the time of the new sign up.
- OPENING USER ACCOUNT; LOGIN AND PASSWORD.
- 3.1 User Account. To open a user account, you must complete the registration process by providing Loan Atlas with current, complete, and accurate information as prompted by the registration form. In registering for the user account, you agree to submit accurate, current, and complete information, and to promptly update such information upon any change. Should Loan Atlas suspect that such information is untrue, inaccurate, not current or incomplete, Loan Atlas has the right to suspend or terminate your access to use the Platform. If User chooses, or is provided with, a username, password, or any other piece of information as part of our security procedures, User must treat such information as confidential, and User Loan Atlas has the right to disable any account, username, password, or other identifier, whether chosen by User or provided by Loan Atlas, at any time in Loan Atlas’s sole discretion for any or no reason, including if, in Loan Atlas’s opinion, User has violated any provision of this Agreement.
- 3.2 Age Restriction. Our Services are not intended for and may not be used by individuals under eighteen (18) years of age. By registering for an account, you state that you are at least eighteen (18) years of age. Creating an account with false information is a violation of these Terms, including creating an account on behalf of others or persons under the age of eighteen (18).
- 3.3 Login and Password. Upon registration, you will register a user name and personal password. You will be responsible for keeping your user name and password confidential. You must not disclose it to any other person or entity; provided that, Users who use the Website, Platform, and/or the Services as part of a paid subscription may authorize their support staff to access the Website, Platform, and/or Services or portions of it using such User’s username, password, or other login credentials or security information solely on behalf of and for the benefit of such User. Notwithstanding the foregoing, if User provides any other person or entity with account credentials, then that person or entity will be treated as your authorized user that is subject to these Terms and you shall be responsible for such person or entity’s compliance with these Terms. User also agrees to ensure that User exits from User’s account at the end of each session. User should use particular caution when accessing User’s account from a public or shared computer so that others are not able to view or record User’s username, password or other personal information. User will notify us immediately upon learning of any unauthorized use of user name or password. Loan Atlas cannot and will not protect you from the unauthorized use of your user name or password. User will be responsible for all activities and charges incurred through the use of your user name or password, and any claims, liabilities, damages, losses, and costs (including reasonable attorneys’ fees) resulting from the unauthorized use of your user name or password.
- 3.4 Notices and Messages. By registering, you consent to receive emails, texts, and telephone notifications from us. These emails, texts, and telephone notifications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. These emails, text, and telephone notifications are part of your relationship with us.You agree that any notices, agreements, disclosures, or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. You agree to keep your contact information up to date, and to monitor your settings to ensure that you receive emails, texts, and telephone notifications from us.
- RIGHTS AND OWNERSHIP.
The Platform is protected by intellectual property laws and Loan Atlas owns the right, title, and interest in and to the Platform. You do not own the Platform. Rather, you have a limited right to access and use the Platform pursuant to the terms in the Terms of Use. You and anyone acting on your behalf shall not: (a) modify, adapt, translate, reverse engineer, decompile, disassemble, derive source code, create derivative works based on, or copy the Platform, except as otherwise permitted by the terms of this Agreement, (b) rent, sublicense, loan, transfer, provide, display, distribute or grant any rights in the Platform, in any form.
- LINKS TO THIRD PARTY SITES; THIRD PARTY INTERACTION.
- 5.1 The IP address that the Platform is hosted on may contain links to web sites controlled by parties other than Loan Atlas. Loan Atlas is not responsible for and does not endorse or accept any responsibility for the contents or use of these third party web sites or any transactions completed through such sites. Loan Atlas is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Loan Atlas of the linked web site, notwithstanding the inclusion on such site of the trademarks of Loan Atlas or its respective third party vendors (“Third Party Providers“). It is your responsibility to take precautions to ensure that whatever materials you select for your use are sufficient for your purposes and are free of viruses or other items of a destructive nature.
- 5.2 Any materials provided by Third Party Providers have not been independently reviewed, tested, certified, or authenticated in whole or in part by Loan Atlas and Loan Atlas is not responsible for such Materials.Loan Atlas does not provide, sell, license, or lease any of the materials other than those specifically identified as being provided by Loan Atlas. Any correspondence with, purchase of goods or services from, or participation in third party promotions of such Third Party Providers is solely between you and the applicable Third Party Provider. All Materials are provided either by Loan Atlas or by its third party agents, authors, developers, creators, contributors, licensors, and vendors (collectively, “Third Party Providers“) and are the copyrighted work of Loan Atlas and/or its Third Party Providers. Trademarks, service marks, graphics, and logos that appear in the Services may be the trademarks of their respective owners. User is granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks is prohibited.
- USER DATA.
- 6.1 Loan Atlas does not own any Data (as defined below) that you upload, post, email, or transmit to any server using the Platform, unless we specifically tell you otherwise beforehand. For purposes of this Agreement, “Data” means information, data, images, sounds, photographs, graphics, videos, messages, software, text or other materials, whether publicly posted or privately transmitted. Loan Atlas will not monitor or disclose any information regarding you or your account, including any of your Data, without your prior permission except in accordance with the terms of this Agreement and the Terms of Use. Loan Atlas may access your account or Data to respond to support related issues.
- 6.2 You are responsible for all Data you upload using the Platform. Loan Atlas does not control the Data uploaded via the Platform and, as such, does not guarantee the accuracy, integrity or quality of such Data. Under no circumstances will Loan Atlas be liable in any way for any Data, including for any errors or omissions in any Data, or for any loss or damage of any kind incurred as a result of the loss of Data or the use of any Data uploaded or otherwise transmitted via the Platform. You agree that you must evaluate, and bear all risks associated with, the use of any Data, including any reliance on the accuracy, completeness, or usefulness of such Data. You also agree that it is your sole obligation to backup, maintain, export and/or make copies of the Data.
- 6.3 Loan Atlas reserves the right to use and assign all information regarding User’s use of the Website, Platform, and/or Services and all information provided by User, including Data, in any manner consistent with the [Privacy Policy]. Loan Atlas may store or retrieve User’s information, including, but not limited to, through the use of cookies or other forms of data collection. Data collection is primarily used for the Platform’s functionality, to serve users, and performance measurement. The policies relating to the privacy of any information or Data gathered or transmitted through the Services are included in the Privacy Policy. By continuing to use the Services, you agree to be bound by the Privacy Policy and all future updates, modifications, and changes thereto.
- 6.4 Loan Atlas reserves the right to establish or modify general practices and limits concerning use of the Platform, including, without limitation, the maximum number of days that Data will be retained and the maximum disk space that will be allotted on Loan Atlas’s servers on your behalf.
- USER CONDUCT.
- 7.1 You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding your use of the Services and Materials. Loan Atlas reserves the right to investigate complaints or reported violations of these Terms and to take any action we deem appropriate, including but not limited to canceling your User account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities relating to your profile, account, e-mail addresses, usage history, posted materials, IP addresses, and traffic information. You agree to promptly notify Loan Atlas in the event that you are made aware of any unauthorized or illegal use of the Services.
- 7.2 You agree not to use the Platform to: (a) upload, post, email or otherwise transmit any Data that (i) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, (ii) User does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of contractual relationships or under nondisclosure agreements), or (iii) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (b) harm minors in any way; (c) knowingly upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation in violation of applicable laws, including, without limitation, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the CAN – SPAM Act), as amended; (e) interfere with or disrupt the Services or servers, applications or networks connected to the Services or disobey the requirements, procedures, policies or regulations of networks connected to the Services; (f) violate any applicable local, state, national or international law; or (g) attempt to gain unauthorized access to the Services, or other computer systems, servers, applications or networks connected to the Services or any portion thereof; or (h) engage in any recruiting activity within The Loan Atlas platform. The Loan Atlas maintains a zero-tolerance recruiting policy and is committed to providing a recruiting-free zone for all users. Users, including Members, Faculty, and Corporate Account Leaders, shall not use their access to the platform, member information, or any influence derived from participation in The Loan Atlas to recruit, solicit, or otherwise attempt to induce any other member of The Loan Atlas to leave their current employer, join another company, or explore employment opportunities. Such prohibited conduct includes, without limitation, soliciting members via community forums or private chat, soliciting during live coaching sessions, promoting personal or affiliated companies during platform events, or compiling member information for purposes of solicitation. Faculty, Members, and other participants acknowledge that they may own or be affiliated with mortgage companies and may recruit outside the scope of the platform; however, under no circumstances may such recruiting involve use of The Loan Atlas platform, its members, or its content. In addition, User shall not use the names of Loan Atlas or any Third Party Provider to promote any business or services in any manner, including in the sending of unsolicited email without the prior written consent of Loan Atlas and/or the applicable Third Party Provider, which may be withheld in Loan Atlas’s or the applicable Third Party Provider’s sole discretion.
- 7.3 Loan Atlas has the right to disable any account, username, password, or other identifier, whether chosen by User or provided by Loan Atlas, at any time in Loan Atlas’s sole discretion for any or no reason, including if, in Loan Atlas’s opinion, User has violated any provision of these Terms.
- TERM AND TERMINATION.
The term of this Agreement (i.e., your limited right to access and use the Platform) shall commence when you accept this Agreement and terminate when you are no longer a subscriber of the Platform. The following sections of this Agreement shall survive the termination of this Agreement for any reason: Section 2, Section 3.3 , Section 4 (solely with respect to Loan Atlas’s ownership of the Platform) and Sections 7-12. In the event that you breach, or any person or entity acting on your behalf breaches, any of the terms of this Agreement, Loan Atlas may, (a) suspend your access to the Website, Platform, and/or Services without notice. This Agreement (and the limited rights granted to User herein) shall terminate automatically, without the giving of notice, in the event that either party shall become insolvent, shall ask its creditors for a moratorium, shall file a voluntary petition in bankruptcy, shall be adjudicated as a bankrupt pursuant to an involuntary petition, or shall suffer appointment of a temporary or permanent receiver, trustee, or custodian for all or a substantial part of its assets. Loan Atlas further reserves the right to terminate this Agreement for any or no reason upon delivery of written notice to you. Upon any termination of this Agreement, you must immediately cease using the Services, and all of the rights granted to you hereunder shall immediately cease.
- DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES AND THE THIRD PARTY WEBSITES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ANY OTHER SERVICES OFFERED BY LOAN ATLAS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY. WITH REGARD TO THE PLATFORM, LOAN ATLAS AND THE THIRD PARTY PROVIDERS MAKE NO WARRANTY REGARDING USE OR PERFORMANCE, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESSED OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES AND CONDITIONS AS TO THE QUALITY, SUSTAINABILITY, TRUTH, ACCURACY, COMPLETENESS OF ANY OF THE MATERIALS, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OF QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. LOAN ATLAS DOES NOT WARRANT WITH RESPECT TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PLATFORM AND/OR SERVICES. LOAN ATLAS SHALL HAVE NO LIABILITY FOR ANY VIRUSES RELATED TO THE PLATFORM OR SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOAN ATLAS DOES NOT WARRANT THAT (A) THE PLATFORM AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM AND/OR SERVICES WILL OPERATE OR BE USABLE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS, OR DATA, (C) THE OPERATION OR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR (D) ANY PROGRAM ERRORS WILL BE CORRECTED. YOU ASSUME ALL RISK OF DAMAGE AND LOSS RESULTING FROM USE OF THE SERVICES, THE MATERIALS, AND THE THIRD PARTY WEBSITES, PLATFORMS, AND/OR SERVICES. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE PLATFORM AND/OR SERVICES PROVIDES ACCURATE RESULTS OR IS SUFFICIENT FOR YOUR PURPOSES. LOAN ATLAS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF THE PLATFORM, OR ANY SERVICES OR MATERIALS OFFERED BY LOAN ATLAS. YOU ARE SOLELY RESPONSIBLE FOR YOUR COMPLIANCE WITH AND SATISFACTION OF ANY APPLICABLE LAWS. THE PARTIES AGREE THAT LOAN ATLAS SHALL NOT HAVE ANY OBLIGATION TO BACKUP, MAINTAIN, EXPORT AND/OR MAKE COPIES OF ANY DATA, AND THAT LOAN ATLAS SHALL NOT HAVE ANY LIABILITY FOR ANY FAILURE TO BACKUP, MAINTAIN, EXPORT AND/OR MAKE COPIES OF SUCH DATA EVEN IF LOAN ATLAS PERFORMS BACKUPS OR OTHER SIMILAR PROCEDURES. LOAN ATLAS AND THE THIRD PARTY PROVIDERS DO NOT WARRANT AGAINST ANY LOSS OF DATA, INTERFERENCE WITH USER’S ENJOYMENT OF THE SERVICES OR THE THIRD PARTY WEBSITES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE PLATFORM AND/OR SERVICES AND THE THIRD PARTY WEBSITES, PLATFORM AND/OR SERVICES WILL MEET USER’S REQUIREMENTS NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LOAN ATLAS, THE THIRD PARTY PROVIDERS OR THEIR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.
- LIMITATION OF LIABILITY.
LOAN ATLAS SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USING, MODIFYING, CONTRIBUTING, COPYING OR DISTRIBUTING THE PLATFORM. IN NO EVENT SHALL LOAN ATLAS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PLATFORM, EVEN IF LOAN ATLAS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU HAVE SOLE RESPONSIBILITY FOR THE ADEQUATE PROTECTION, BACKUP, MAINTENANCE AND/OR EXPORT, OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE PLATFORM AND YOU WILL NOT MAKE A CLAIM AGAINST LOAN ATLAS FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, ERRORS, WORK DELAYS, LOST PROFITS, OR LOST OPPORTUNITIES RESULTING FROM THE USE OF THE PLATFORM OR THE LOSS OF DATA. LOAN ATLAS STRONGLY RECOMMENDS THAT YOU TAKE ALL APPROPRIATE STEPS NECESSARY TO BACKUP, MAINTAIN, EXPORT AND/OR MAKE COPIES OF THE DATA. WITHOUT DIMINISHING THE GENERALITY OF THE FOREGOING, IN NO CASE SHALL LOAN ATLAS’S LIABILITY TO YOU UNDER ANY CAUSE OF ACTION EXCEED THE TOTAL AMOUNT THAT YOU HAVE PAID TO LOAN ATLAS FOR THE PLATFORM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CAUSE OF ACTION. THE LIMITATIONS OF DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND LOAN ATLAS. LOAN ATLAS WOULD NOT BE ABLE TO PROVIDE THE PLATFORM TO YOU UNDER THE TERMS OF THIS AGREEMENT WITHOUT SUCH LIMITATIONS
- INDEMNIFICATION.
User shall indemnify, defend, and hold harmless Loan Atlas and its shareholders, directors, managers, subsidiaries, affiliates, officers, employees, agents, and contractors (individually, a “Loan Atlas Indemnified Party” and collectively, the “Loan Atlas Indemnified Parties“) from and against any and all claims, losses, liabilities, damages, expenses, attorneys’ fees, and costs incurred by any Loan Atlas Indemnified Party in connection with (a) the violation or infringement of a U.S. patent, copyright, trademark, or trade secret of any third party resulting from the User’s Data or trademarks, or the use of the User’s Data or trademarks, (b) User’s breach of any representation, warranty, or covenant contained in this Agreement, (c) User’s violation of any laws, regulations, or ordinances, (d) User’s negligence, error, omission, willful misconduct, or use of the Services, except to the extent due to Loan Atlas’s gross negligence or willful misconduct, (e) User’s Data or any other third party information placed on User’s devices by User or used by User, or (f) any claim by a third party that Loan Atlas, due to User’s use of the Services or the Third Party Websites, is liable to a third party for any reason, including, without limitation, in tort, statutory liability, or for contributory infringement of a copyright, patent, trade secret, or other proprietary right of a third party.
- TAXES.
User shall be responsible for any taxes, including, without limitation, sales, use, receipts, excise, occupations, and similar taxes imposed by any federal, state, municipal or other governmental agency for the Services or the use of the Services (other than taxes on the income of Loan Atlas), and User shall pay such taxes and indemnify and hold Loan Atlas harmless from any claims, assessments or demands for payment of such taxes, and any interest and penalties thereon.
- EXPORT CONTROLS.
You shall comply with all export laws and restrictions and regulations of the United States or foreign agency or authority, and not export, or allow the export or re-export of the Platform in violation of any such restrictions, laws, or regulations. By using the Platform, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.
- GENERAL.
The section headings in this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” Loan Atlas shall not be liable for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including acts or omissions of government or military authority, acts of God, disease, pandemics, acts of terrorism, shortages of materials, transportation delays, communication systems interruptions, power outages, earthquakes, fires, floods, weather, labor disturbances, riots, or war.
- INDEPENDENT CONTRACTOR.
The parties acknowledge and agree that Loan Atlas is an independent contractor of User in connection with the provision of the Services and this Agreement shall not be deemed to create a partnership, joint venture, or any other agency relationship. Loan Atlas may advertise or otherwise promote or divulge in any reasonable manner in its marketing efforts that User is a customer of Loan Atlas.
- ASSIGNABILITY.
This Agreement may not be assigned by either party without the prior written consent of the other party, except in connection with the sale of all or substantially all of the assets or ownership interests of the party making the assignment.
- CHOICE OF LAW, VENUE, AND ATTORNEYS’ FEES.
This Agreement shall be governed by the laws of the State of California, without regard to the conflict-of-laws provisions of such state. Except as set forth below in the Arbitration section, the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of California and any United States District Court situated in Ventura County in the State of California for the purpose of construing and enforcing this Agreement. Each party waives and agrees not to interpose any argument that the chosen venue is an inconvenient forum for litigation. Should a dispute between the parties arise in connection with this Agreement, the prevailing party shall be entitled to recover attorneys’ fees in addition to any other recovery to which such party may be entitled.
- ARBITRATION.
If a dispute arises out of this Agreement, the parties shall first attempt to resolve the dispute by good faith discussion and negotiation. If these informal resolution attempts fail, the parties shall then submit the dispute to binding arbitration in Ventura County, California. The arbitration shall be conducted by a single arbitrator engaged through JAMS, Inc., and such arbitrator shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the laws of the State of California. Each party shall pay its own costs and fees of the arbitration proceeding.
- CLASS ACTION WAIVER.
User agrees that, by entering into this Agreement, User and Loan Atlas 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. Claims and remedies sought as part of a class action, private attorney general action, or other representative proceeding of any kind are subject to arbitration only on an individual (non-class, non-representative) basis, and the arbitrator may award relief only on an individual (non-class, non-representative) basis.
- WAIVER, MERGER, AND FORCE MAJEURE.
All notices given under this Agreement shall be in writing. Failure by a party to require performance by the other party or to claim a breach shall not be construed as a waiver of any right. All waivers must be in writing and signed by an authorized representative of the party making the waiver. This Agreement is the entire agreement between the parties and supersedes and terminates all prior agreements. Loan Atlas’s obligations shall be excused without liability when prevented by strike, act of God, disease, pandemic, governmental action, accident, act of war, act of terrorism or any other condition beyond its reasonable control.
- CONTACT.
If you have any questions about this Agreement or otherwise need to contact us for any reason, you can reach us at: [email protected].
