Terms and Conditions
Definitions
“Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, Web or Internet addresses, parameter and format information, and other relevant information and procedures that are used to allow Authorized Users of Customer to access the PeerIQ Data.
“Authorized User(s)” means the named individual employees, agents, and independent contractors of Customer who are listed on the Order Form and authorized by PeerIQ to access the PeerIQ Data and the Services. Authorized Users must be the age of eighteen (18) or older; any named individual on an Order Form who is not this age as of the date of the Order Form is not an Authorized User and is not approved for access to any Services. Information about Authorized Users provided on the Order Form or otherwise to PeerIQ in connection with the Services must be accurate, truthful and updated; otherwise PeerIQ may disqualify such individuals as Authorized Users (in its sole discretion).
“Customer” means the named customer on an applicable Order Form following acceptance of the Order Form by PeerIQ.
“Documentation” means user guides and other technical documentation, whether in electronic or printed format, provided by PeerIQ to Customer that are specifically designed to inform Authorized Users on how to use the Services.
“Fee” means the fee specified in the Order Form for the applicable Services, payable to PeerIQ in accordance with the terms hereof.
“Order Form” means PeerIQ’s form of ordering document pursuant to which Services are ordered by Customer subject to the terms and conditions of this Agreement, which must be approved and formally accepted by PeerIQ to be effective.
“PeerIQ” means Synthetic P2P Holdings Corporation d/b/a PeerIQ, a Delaware corporation.
“PeerIQ Data” means the data, analysis, reports, indices, benchmarks and other information identified in any Order Form that references these Master Subscription Terms (the “Agreement”) that are provided to assist Authorized Users in the assessment and analysis of credit and loan performance.
“Services” mean any services provided by PeerIQ pursuant to this Agreement, including, but not limited to the provision of a PeerIQ Data, and related other services such as technical support services.
By purchasing Services made available through the Site, you represent that you have reached the age of majority (which in most states is 18 years old) and have the legal capacity to enter into a contract.
This document and all of the information contained in it, including without limitation all text, data, graphs, charts (collectively, the “Information”) is the property of Synthetic P2P Holdings Corporation d/b/a PeerIQ or its subsidiaries (collectively, the “Company”), or the Company’s licensors, direct or indirect suppliers or any third party involved in making or compiling any Information (collectively, with the Company, the “Information Providers”) and is provided for informational purposes only. Subject to terms and conditions of this Agreement and PeerIQ’s acceptance of an applicable Order Form, PeerIQ grants to Customer a non-exclusive, non-transferable right to access and use the PeerIQ Date specified in the Order Form solely for Customer’s internal business purposes and as otherwise set forth in the Order Form.
Restrictions on Use. Customer will not: (a) modify, adapt, alter, translate or create derivative works of the Services, including the PeerIQ Data; (b) use the PeerIQ Data for any purpose other than Customer’s internal business use in connection with assessing and analyzing credit and loan performance and not for the benefit of any third party including as part of a service bureau, application service provider offering, or software-as-a-service offering; (c) sublicense, lease, rent, loan or otherwise transfer Customer’s rights hereunder to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the human readable, source code version of the Services or the technology underlying the Services; (e) publish or post false or misleading information about PeerIQ; (f) remove any proprietary notices of PeerIQ or third parties found on, in or in association with the Services or the PeerIQ Data; (g) publish any performance or benchmark tests or analysis relating to the Services or the PeerIQ Data, including the use thereof, without the approval of PeerIQ; (h) use the Services in any way that in any manner that exceeds the scope of use permitted hereunder, infringes any third party intellectual property right, breaches the terms of this Agreement or any agreement between Customer and any third party; (i) interfere in any manner with, or disrupt the integrity or performance of, the Services, the PeerIQ Data or their operation, or the hardware and network used to operate the Services; and (j) use any Services or the PeerIQ Data to build a similar or competitive product or service of any kind. Customer further agrees: (i) to comply with U.S. law regarding the transmission of any data obtained from the Services; (ii) not to use the Services for illegal purposes; and (iii) not to interfere or disrupt networks connected to the Services. For the avoidance of doubt, nothing in the foregoing shall prevent Customer from (1) presenting reports generated by PeerIQ or any information contained in such reports (such as PeerIQ Data) to Customer’s investors, lenders and other financing sources, insurers, service providers, auditors, advisors or consultants, or (2) incorporating such reports or information into Customer’s investor materials, so long as PeerIQ is cited in writing as the source of such reports; provided, however, that Customer shall not externally represent any information contained in such reports (such as PeerIQ Data) to be a valuation determined or established by PeerIQ.
The Information is based on aggregated summaries of millions of depersonalized trade files that is reported to an Information Provider. Analyses are based on 25% monthly samples of the overall population present in such Information Provider’s databases. The aggregation results in a disguised data set that does not contain any identifiable institution or consumer level information. The Information is not intended, and does not, constitute a recommendation or offer to sell, or solicitation of any offer to buy, securities, or any other financial instrument, or a solicitation for any other action of the recipient. The information contained herein shall not be deemed to constitute investment advice and should not be relied upon as the basis for a decision to enter into any transaction now or in the future. By providing the Information, the Company is not acting and shall not be deemed to be acting as an investment adviser. Information containing any historical information, data or analysis should not be taken as an indication or guarantee of any future performance, analysis, forecast or prediction. Past performance does not guarantee future results. IRS Circular 230 Notice. Any tax information provided herein is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties that may be imposed on any taxpayer. The Information is not intended, and does not provide any tax advice of any kind and must not be relied upon for tax advice of any kind. EXCEPT IN THE CASE OF A PARTY’S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF REVENUE, LOSS OF MARKET CAPITALIZATION, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL PEERIQ BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES. PEERIQ’S MAXIMUM AGGREGATE LIABILITY UNDER ANY ORDER FORM WILL NOT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY PEERIQ’S UNDER SUCH ORDER FORM DURING THE SIX (6) MONTH PERIOD ENDING ON TO THE FIRST DATE ON WHICH THE LIABILITY AROSE.
The Services including the PeerIQ Data, including without limitation any Web site (including without limitation text, content, photographs, video, audio, graphics, tables, functionality and data selection and arrangement), are protected by copyrights, trade secrets, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries, as applicable, and, where applicable, aspects of the Services may be protected by patent and other forms of intellectual property rights. Customer acknowledges that the Services, including the PeerIQ Data, have been developed, compiled, prepared, revised, selected and arranged by PeerIQ and its agents through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of PeerIQ (and, where applicable, licensed third-party intellectual property of others). Customer agrees to protect the proprietary rights of PeerIQ and all others having rights in the Services during and after the term of this Agreement and to comply with all reasonable written requests made by PeerIQ relating to the protection of its intellectual property rights in or to the Services. Customer agrees to notify PeerIQ in writing promptly upon becoming aware of any unauthorized access or use of the Services by any party or of any claim that the Services infringe upon any copyright, trademark or other contractual, statutory or common law rights. As between the parties, PeerIQ retains all present and future right, title and interest in the Services, including without limitation the PeerIQ Data.
All information contained herein is obtained by the Company from sources believed by it to be accurate and reliable. However, because of the possibility of human or mechanical error as well as other factors, all information contained herein is provided “AS IS” without warranty of any kind. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO INFORMATION PROVIDER MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. THE INFORMATION PROVIDERS DO NOT WARRANT, AND SPECIFICALLY DISCLAIM, THAT THE INFORMATION WILL BE ACCURATE, COMPLETE, OR ERROR-FREE. THE COMPANY HAS NO DUTY TO UPDATE, CORRECT OR OTHERWISE MODIFY THE INFORMATION.
To the extent permitted by law, each of the Information Providers and their directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability to any person or entity for any indirect, special, consequential, or incidental losses or damages whatsoever (including but not limited to any loss of present or prospective profits) arising from or in connection with the Information contained herein or the use of or inability to use any such Information, even if such Information Provider or any of its directors, officers, employees, agents, representatives, licensors or suppliers is advised in advance of the possibility of such losses or damages. To the extent permitted by law, each of the Information Providers and their directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability for any direct or compensatory losses or damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud, willful misconduct or any other type of liability that, for the avoidance of doubt, by law cannot be excluded) on the part of, or any contingency within or beyond the control of, the Information Providers and any of their directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with the Information contained herein or the use of or inability to use any such Information.
Payment Terms. In consideration for the access rights granted to Customer and the Services provided under this Agreement, Customer will pay to PeerIQ the Fees. Except as otherwise provided in the Order Form, all Fees are billed in advance on an annual basis and are due and payable to PeerIQ within thirty (30) days of receipt of invoice. Overdue payments will accrue interest at the lesser of 1.5% per month or the maximum allowable interest under applicable law, and Customer will pay PeerIQ’s associated cost of collection including without limitation reasonable attorneys’ fees.
Taxes. Prices do not include taxes or duties. If PeerIQ is required to pay or collect any local, value added, goods and services taxes, or any other similar taxes or duties arising out of or related to this Agreement (not including taxes based on PeerIQ’s income), then such taxes and/or duties will be billed to and paid by Customer.
Governing Law. All matters arising in connection with this Agreement or the enforcement or construction thereof will be governed by and resolved in accordance with the laws of the State of New York without reference to any conflicts of laws principles. For any claim arising from or related to this Agreement, each party hereby expressly consents to exclusive jurisdiction and venue of the state or federal courts located in the County of New York. EACH PARTY HERETO HEREBY WAIVES RIGHT TO JURY TRIAL.
Severability. If any provision of this Agreement is unenforceable or illegal, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Entire Agreement. This Agreement, together with the applicable Order Form(s), constitute the entire agreement between the parties and (except as may explicitly be stated herein) supersede all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement will be effective unless made in writing and signed by the parties.