1. Acceptance of Agreement.
You agree to the terms and conditions outlined in this Terms of License Agreement (“Agreement”) with respect to the MyAllied Client website. This Agreement may be amended at any time by us from time to time without specific notice to you. The latest Agreement will be posted on the MyAllied Client website, and you should review this Agreement prior to using the MyAllied Client website.
2. Limited License; Permitted Uses.
Allied Trustee grants you a non-transferable, non-exclusive revocable license to access the MyAllied Client website, to view and download information contained at the MyAllied Client website, and to submit information to the MyAllied Client website where the Site is designed to permit such submission, solely for your own company’s internal use, subject to your ongoing compliance with all terms of this Agreement. You are solely responsible for providing and maintaining all equipment, software (other than software expressly provided by Allied Trustee on MyAllied Client website for your use), networks, telecommunications connections, browsers (updated to at least the third most current version) and services needed to access and use the MyAllied Client website in accordance with this Agreement.
You agree not to use the MyAllied Client website for any unlawful purpose. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the MyAllied Client website or use it in any manner not expressly authorized by this Agreement.
To preserve Allied Trustee’s intellectual property and confidential information, you agree not to copy, reverse engineer, translate, port, modify or make derivative works of the MyAllied Client website. You do not receive any, and Allied Trustee retains all, ownership rights in the MyAllied Client website.
3. Restrictions and Prohibitions on Use.
Your license for access and use of the MyAllied Client website and any information, materials or documents (collectively defined as “Content and Materials”) therein are subject to the following restrictions and prohibitions on use: You may not (a) make any portion of the MyAllied Client website available to third parties through sharing of a given log-in id and password, any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; or (b) use the MyAllied Client website in a manner that violates any state or federal law regulating debt collections.
4. Forms, Agreements & Documents.
We may make available through the MyAllied Client website or through other Web sites sample and actual forms, checklists, business documents and legal documents (collectively, “Documents”). All Documents are provided on a non-exclusive license basis only for your use, without any right to re-license, sublicense, distribute, assign or transfer such license to third parties. Documents are provided without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, currentness, accuracy, and/or appropriateness. THE DOCUMENTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH “ALL FAULTS,” AND WE AND ANY PROVIDER OF THE DOCUMENTS DISCLAIM ANY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Documents may be inappropriate for your particular circumstances.
5. No Legal Advice or Attorney-Client Relationship.
Information contained on or made available through the MyAllied Client website is not intended to and does not constitute legal advice, recommendations, mediation or counseling under any circumstance and no attorney-client relationship is formed. We do not warrant or guarantee the accuracy, completeness, adequacy or currency of the information contained in or linked to the MyAllied Client website. Your use of information on the MyAllied Client website or materials linked to the MyAllied Client website is entirely at your own risk.
6. User Names and Passwords.
You will be responsible for the confidentiality and use of your password(s). You will be responsible for all access and use of the MyAllied Client website, and all information entered, through and under your password(s) and any information so received by Allied Trustee will be deemed to have been received from you. You hereby represent, warrant and agree that:
(i) you are wholly responsible for the use of the MyAllied Client website by any person
using your computers to access the MyAllied Client website;
(ii) you shall be bound by and accountable for each of your user’s acts and omissions;
(iii) each of your users shall be experienced and knowledgeable regarding the matters
in respect of which he/she will access the MyAllied Client website;
(iv) you shall be responsible for ensuring that any person authorized by you to access the MyAllied Client website is familiar with this Agreement and agrees to be bound by its terms.
You agree immediately to notify Allied Trustee Services, and to cooperate with Allied Trustee in addressing, if you become aware of any loss or theft of your access password(s), or any unauthorized use of any of your password(s) or of the MyAllied Client website, or any information on the MyAllied Client website.
Upon the reassignment or termination of any of your employees, you will take all steps necessary to secure Allied Trustee’s data from intrusion by such employee. Such steps shall include, but are not limited to, your removing the affected employee’s user identification from the MyAllied Client website and removing or adjusting a reassigned employee’s identification to match that employee’s new responsibilities, or other steps as deemed necessary by Allied Trustee in its sole discretion to prevent unauthorized access by such employee.
7. Errors, Corrections and Changes.
We do not represent or warrant that the MyAllied Client website will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Site will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the MyAllied Client website at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the MyAllied Client website.
Allied Trustee reserves the right to terminate or restrict your access to the MyAllied Client website or any portion of it in Allied Trustee’s sole discretion, without notice and without limitation, for any reason whatsoever, including but not limited to the unauthorized use of your password(s) or breach of this Agreement. In the event of a termination of this Agreement by Allied Trustee, Allied Trustee has no liability to you.
You agree to reimburse Allied Trustee for, and hold harmless and indemnify Allied Trustee against, any costs, losses or liabilities that arise, directly or indirectly, from the unauthorized use of Allied Trustee’s systems, servers, software, devices, on-line services or to other property of Allied Trustee by you or your agents or employees. You further agree to defend, indemnify and hold Allied Trustee harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys’ fees) arising from your violation of this Agreement. This obligation survives the termination of this Agreement.
Your right to use the MyAllied Client website is not transferable or assignable. Any password or right given to you to obtain information or documents is not transferable or assignable.
THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE MYALLIED CLIENT WEBSITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN ERRORS OR OTHER LIMITATIONS. WE HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, EXCEPT AS PROVIDED IN SECTION 13. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THE MYALLIED CLIENT WEBSITE AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE MYALLIED CLIENT WEBSITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.
12. Limitation of Liability.
(a) Allied Trustee Services shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (1) any errors in or omissions from the Site or any services or products obtainable therefrom, (2) the unavailability or interruption of the MyAllied Client website or any features thereof, (3) your use of the MyAllied Client website, (4) the content contained on the MyAllied Client website, or (5) any delay or failure in performance beyond the control of Allied Trustee.
(b) THE AGGREGATE LIABILITY OF ALLIED TRUSTEE IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE MYALLIED CLIENT WEBSITE AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ALLIED TRUSTEE.
13. Submission of Information.
You acknowledge that you are responsible for the accuracy and completeness of any material or Content that you submit to Allied Trustee via the MyAllied Client website or otherwise, and you, not us, have full responsibility for the material, including its legality, reliability, appropriateness, accuracy and completeness.
14. Legal Compliance.
You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the MyAllied Client website and the Content and Materials provided therein.
This Agreement shall be treated as though it were executed and performed in Roseville, California, and shall be governed by and construed in accordance with the laws of the State of California (without regard to conflict of law principles). Any cause of action by you with respect to the MyAllied Client website (and/or any information, documents, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. If any provision of this agreement is held illegal, invalid or unenforceable for any reason, that provision shall be enforced to the maximum extent permissible, and the other provisions of this Agreement shall remain in full force and effect. If any provision of this Agreement is held illegal, invalid or unenforceable, it shall be replaced, to the extent possible, with a legal, valid, and enforceable provision that is similar in tenor to the illegal, invalid, or unenforceable provision as is legally possible. To the extent that anything in or associated with the MyAllied Client website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement. The title, headings and captions of this Agreement are provided for convenience only and shall have no effect on the construction of the terms of this agreement.
Any legal controversy or legal claim arising out of or relating to this Agreement or our services, excluding legal action taken by us relating to MyAllied Client website operations and/or intellectual property, shall be settled solely by confidential binding arbitration in accordance with the commercial arbitration rules of JAMS applicable at the time the arbitration commences. The arbitration shall be conducted in Sacramento, California. Each party shall bear its own attorneys’ fees. Each party shall bear one-half of the arbitration fees and costs incurred through JAMS.
This License and Use Agreement shall be effective upon execution by both parties and upon receipt by Allied Trustee Services.