GENERAL TERMS AND CONDITIONS FOR COUNCIL FOR FAIR LENDING SERVICES (“GTC”)
Updated December 16, 2019
This General Terms and Conditions (“Terms”) for the Council For Fair Lending, Inc. (“CFL”) governs your use of Borrow Smart Compliance as well as any products provided by The Genesis Group, Inc. and using the trade name Borrow Smart Compliance system provided to you through CFL (the “Services”). The Terms will be deemed accepted by you upon either: (a) your acceptance of a Genesis Group Order Form (the “Order Form”); or (b) the Terms will be deemed accepted if a previous terms and conditions between you and CFL has not yet been terminated or expired (the “Previous Terms”). The Previous Terms together with the Order Form (if applicable) are referred to herein as the “Authorizing Documents.”.
By using the Services you agree to be bound by the Terms. Use of the Services indicates that you have read and agree to the Terms. If you do not agree to these Terms, you may not access the Services. CFL may update the Terms in the future, without notice to you. By using the Services following any amendments to the Terms, you agree to be bound by such amendments. You are expected to check the website frequently so you are aware of any changes, as they are binding on you.
1. USE OF SERVICES
CFL offers the Services to you, provided that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. In order to access certain services, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of the Services. You are responsible for maintaining the confidentiality of your account password, and are responsible for all activities that occur under your account. You agree to immediately notify CFL of any unauthorized use of your password or account or any other breach of security. CFL cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure.
You agree that any content you cause to be sent to third parties using the Services shall be in accordance with local, state and Federal laws.
b. License Grant
By purchasing the Services as described in the Authorizing Documents, you are granted a non-transferable, non-sublicenseable, one-year right and license to use the Services. To the extent software upgrades, improvements and any subsequent versions (including any bug fixes required) (collectively, “Upgrades”) are developed by CFL, such Upgrades shall be made available by CFL to its current licensees of the Services.
Your subscription to the Services will begin and end on the dates described on your Authorizing Documents (the “Initial Term”). If the Initial Term is not provided in the Authorizing Documents, the Initial Term shall be for a period of one (1) year following the start date identified in the Authorizing Documents.
The Initial Term will automatically renew for a period of equal periods unless you notify CFL in writing at least one (1) month, but not more than two (2) months, prior to the expiration of the Initial Term (the “Renewal Term”). Any Renewal Term will automatically renew for a period of equal periods unless you notify CFL in writing at least one (1) month, but not more than two (2) months, prior to the expiration of the Renewal Term.
d. Reliance on Training Course Material
The information and Services presented to you by CFL is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or by anyone who may be informed of any of its contents.
Some of the Services and content are provided by third parties. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content are solely the opinions and the responsibility of the entity providing those materials. These materials do not necessarily reflect the opinion of CFL. CFL is not responsible, or liable to you or any third party, for the Services and content provided by a third party nor is CFL responsible or liable for the accuracy of any materials provided by a third party.
3. PROPRIETARY RIGHTS
CFL claims no ownership or control over any content submitted, posted or displayed by you on or through the Services. You or a third party licensor, as appropriate, retain all intellectual property rights to any content you submit, post or display on or through the Services and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying content through use of the Services, you grant CFL a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such content for the purpose of displaying and distributing the Services. CFL furthermore reserves the right to refuse to accept post, display or transmit any content in its sole discretion.
You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any content submitted.
4. MODIFICATIONS TO SERVICE
CFL reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that CFL shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
You may discontinue your use of the Services at any time by providing a 30-day written notice to CFL (“Terminate” or “Termination”). You may Terminate these Terms and any corresponding Authorizing Documents prior to their expiration but you will be required to pay the remainder of the payments due under any active Initial Term or Renewal Term until the expiration of that Initial Term or Renewal Term. You agree that CFL may at any time and for any reason, including a period of account inactivity or the expiration of your license, non payment of amount due within 30-days of due date, terminate your access to the Services, terminate the Terms, or suspend or terminate your account by providing a 30-day written notice to you. In the event of termination, your account will be disabled and you may not be granted access to the Services. Sections 5 (Termination), 6 (Indemnity), 7 (Disclaimer of Warranties), 8 (Limitations of Liability), 9 (Exclusions and Limitations) and 12 General Information (including choice of law, severability and statute of limitations), of the Terms, shall survive expiration, Termination, and CFL’s termination of the Terms for any reason.
You agree to hold harmless and indemnify CFL, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, (collectively the “Released Parties”) from and against any third party claim arising from or in any way related to your use of the Services, violation of the Terms or any other actions connected with use of the Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, CFL will provide you with written notice of such claim, suit or action.
7. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
RELEASED PARTIES DO NOT CLAIM OR WARRANT THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ACCURATE, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CFL OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
8. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CFL OR RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.
9. EXCLUSIONS AND LIMITATIONS
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 8 AND 9 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND CFL’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to the Terms.
You agree that CFL may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
12. GENERAL INFORMATION
Entire Agreement. The Terms and Authorizing Documents (including any policies, guidelines or amendments that may be presented to your from time to time) constitute the entire agreement between you and CFL and govern your use of the Services, superseding any prior agreements between you and CFL for the use of the Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services provided by CFL, affiliate services, third-party content or third-party software.
Choice of Law and Forum. The Terms and the relationship between you and CFL shall be governed by the laws of the State of Alabama without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within Madison County, Alabama.
Waiver and Severability of Terms. The failure of CFL to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
Section Headings. The section headings in the Terms are for convenience only and have no legal or contractual effect.