This is the agreement you will be presented with the first time you login to the SharperLending website. It will appear to you as a “click” agreement, and ask you to click “I Agree” before you will be able to continue.
We provide it here for you to review prior to that, and also as a record of the most current Terms and Conditions users of the website fall under.
SharperLending, LLC (“SL”) desires to provide the Licensee
herein authorized (“Licensee”) access to its website SharperLending.com
(the “Licensed System”).
Terms and Conditions
In consideration of the mutual covenants and promises set forth in this document, and for other valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, Licensee agrees with all the terms of this Agreement.
1. Grant of License: Licensee is granted a non-exclusive license to access and use the Licensed System. This license is conditioned on Licensee’s continued compliance with the Terms and Conditions in this Agreement and as may be modified by SharperLending from time to time.
2. Term: This Agreement shall commence as of the date it is accepted by Licensee and shall continue until terminated by either party.
3. Licensee’s Data: SharperLending will use its best efforts to protect Licensee's client lists and account information (non-public information received as a result of this Agreement) from public and third party disclosure. Additionally, SharperLending agrees not to resell Licensee's client lists, or use them to directly solicit Licensee’s clients.
4. Transfer: Licensee may not transfer its rights under this Agreement.
5. Ownership: The Licensed System, its related components, and support materials are proprietary, owned by SharperLending, and are protected by United States copyright and trademark laws and international treaty provisions. Licensee acknowledges that they have no rights, title, interest in, or control over the system, and related components or marks, other than as expressly granted herein, and that any use of this proprietary information without prior consent is strictly prohibited. In addition, Licensee agrees not to decompile, alter or change the Licensed System or source code in any fashion or attempt to do so.
6. Limitation of Liability, Indemnification and Disclaimer of Warranties. Licensee and SharperLending expressly acknowledge and agree that the limitations and exclusions contained herein represent the parties' agreement as to the allocation of risk between the parties.
SharperLending does not guarantee the accuracy of information reported or the availability of the Licensed System, and in no event shall SharperLending be held liable in any manner whatsoever for any loss or injury to Licensee resulting from the obtaining or furnishing of, or provision of access to such services, or directly or indirectly related to its performance under this Agreement.
Each party agrees to hold the other harmless and indemnify it from any and all claims, losses, and damages arising out of the party’s act, omission, or default hereunder.
SharperLending specifically does not warrant that the Licensed System or any component thereof including any component provided, maintained, or managed by third party providers will: (i) perform without interruption or error, or that irregularities, errors, problems or defects will be corrected; or (ii) meet Licensee’s requirements; or (iii) be accessible from the configuration which Licensee selects even if utilizing a configuration recommended by SharperLending. Access to and performance of the Licensed System is provided “AS IS”.
SHARPERLENDING HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO ACCESS, THE INFORMATION, OR THE SERVICES PROVIDED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTEES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE AND WARRANTIES THAT THE LICENSED SYSTEM COMPLIES WITH ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATION, WHETHER OR NOT SPECIFICALLY RECITED HEREIN. IN NO EVENT SHALL SHARPERLENDING BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED SYSTEM, EVEN IF SHARPERLENDING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
7. Contract: This Agreement contains the entire contract between the parties. Any amendment must be documented with a record, dated and signed by all parties.
8. Governing Law & Dispute Resolution: This Agreement shall be governed by Washington law. In the event of any dispute or controversy arising under this Agreement, the laws of the state of Washington, excluding conflict of law rules, shall apply. The parties agree that the exclusive venue for resolution of any dispute or controversy hereunder shall be in Spokane County, Washington. Either party may elect to have disputes and controversies resolved under the commercial rules of the American Arbitration Association. In the event either party elects arbitration, the parties shall have the right to conduct pre-hearing discovery, and the arbitrator’s decision shall be binding and may be entered as a judgment in any court of law. The site of the arbitration shall be in Spokane County, Washington. The cost of any dispute resolution, whether through litigation or arbitration, shall be borne by the non-prevailing party.
9. Compliance With Law: Licensee represents and warrants that its use of the SharperLending services shall be in compliance with all applicable laws and regulations.
10. Access: SharperLending reserves the right to withdraw any product or service offered via the Licensed System upon reasonable notice, but in any event with no more notice than that which is given to SharperLending by the vendor. SharperLending reserves the right to terminate access to the Licensed System at any time without notice.
11. Relationship: No partnership, agency, corporate affiliation or employment relationship is intended, and is not created hereby.
12. Conflicting Information: If the provisions of the TERMS AND CONDITIONS conflict with any other agreement relating to the use of the Licensed System, the TERMS AND CONDITIONS herein will govern.
13. System Changes: SharperLending will use its best efforts to make system changes during off-peak hours. SharperLending reserves the right to make system enhancements without notice.
14. Taxes: Licensee shall pay all taxes, duties and levies of any government entity, exclusive of taxes on SharperLending income, resulting from the use of this license.
The party signing below has the full power and authority to enter into and perform this Agreement. The party further acknowledges that it has read this Agreement and agrees to be bound by it.
SharperLending is a trademark of SharperLending, LLC
If you have any questions about your dealings with this Web site, please contact: Information@SharperLending.com