These terms and conditions (the “Terms and Conditions”), is a legal agreement between you (hereinafter, “you” or “your”) and MetaLend. hereinafter referred to MetaLend (“MetaLend”), respecting your use of the Services as described herein.
BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON WHEN SIGNING UP FOR THE SERVICES, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THE AGREEMENT DO NOT ACCESS OR USE THE MetaLend SOLUTION.
If you have any questions or concerns about the terms of this Agreement, please contact us at firstname.lastname@example.org
In these Terms and Conditions:
- “Access Information” has the meaning set out in Section 6.
- “Agreement” has the meaning set out in the first paragraph of these Terms and Conditions.
- “Applicable Law” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time during the term of this Agreement which applies to or is otherwise intended to govern or regulate any person (including any Party), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental or Regulatory Authority
- “Application” has the meaning set out in Section 2(a)(ii).
- “MetaLend Partner” means any scholarship provider, company, organization, association or individual that has entered into an agreement with MetaLend to use or promote the MetaLend website.
- “MetaLend Solution” means that www.meta-lend.com website and the Services, including the Content therein, as modified from time to time.
- “Confidential Information” means information considered confidential or proprietary by MetaLend, including the MetaLend Solution, its business plan and strategy, any design, prototype, compilation of information, data, program, method, invention, license, technique or process, information relating to any MetaLend service, MetaLend’s software, website and web platform, client and user information, financial information, marketing information, intellectual property, business opportunities, or research and development.
- “Content” has the meaning set out in Section 2(a)(i).
- “Governmental or Regulatory Authority” means any national, provincial, territorial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over MetaLend, you or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by, such entities
- “Party” means each of MetaLend and you, and “Parties” means MetaLend and you collectively.
- “Personal Information” means information about an identifiable individual.
- “Recruiter” means any individual or entity that you engage to represent you to submit an Application using the MetaLend Solution.
- “Scholarship” means a scholarship specifically designed for helping students offered by the MetaLend Partners.
- “Services” has the meaning set out in Section 2.
- “Submission” has the meaning set out in Section 11(a).
- “Terms and Conditions” has the meaning set out in the first paragraph of these terms.
- “Your Data” has the meaning set out in Section 4(a)(i).
- MetaLend’s services described in this Section 2 (collectively referred to as the “Services”) consist of the following:
- MetaLend lets scholarship applicants input their relevant information and data into the MetaLend website; with the objective to applying to Scholarships with MetaLend Partners;
- MetaLend lets you one-click apply, quick-apply, easy-apply or applies on behalf of, the applicants to various scholarships; acting as an intermediary that passes your data to the applicable MetaLend Partners in order to enable you to apply to Scholarships offered by such MetaLend Partners; and
- MetaLend facilitates an Application by, on a case-by-case basis, assisting you with communications with the applicable MetaLend Partners and sometimes provides guidance and advice associated with a scholarship application.
3. License to Use the MetaLend Solution
Subject to the terms and conditions in the Agreement and any restrictions contained in the Content, MetaLend hereby grants you a personal, non-exclusive, revocable, non-transferable license to access the MetaLend Solution solely for the purposes of using the Services, view the Content, and submit an Application to MetaLend Partners.
4. Your Data
- Your Data Must be Complete and Accurate
- In order to use the MetaLend Solution, you must:
- provide up-to-date complete and accurate Personal Information or other data submitted by you to the MetaLend Solution or otherwise provided to MetaLend, including name information, contact information, citizenship and legal status, gender, date of birth, home and mailing address, marital status, emergency contact information, financial information, education qualification, educational information, transcripts, and other information (“Your Data”), as requested by MetaLend on MetaLend’s website, and as required to process your Application;
- where payment is required, provide up-to-date, complete and accurate payment information as required by MetaLend or MetaLend’s third party payment processor, as applicable (which may include a valid PayPal or Stripe account, or credit card information for a credit card that is valid and legally registered to you); and
- Nothing herein transfers any ownership of Your Data to MetaLend in its original form.
- Quality of Your Data and Feedback
- Without limiting the foregoing, MetaLend does not assess Your Data for quality or otherwise. MetaLend, MetaLend Partners and other third parties to whom MetaLend is permitted to pass Your Data under this Agreement, may rely on the accuracy of Your Data provided by you to the MetaLend Solution.
- Any feedback that you receive respecting Your Data is not as the result of any specific examination of the data by MetaLend, or any judgment exercised by MetaLend respecting Your Data, but rather is solely based on the requirements of MetaLend Partners.
- Consent to Processing of Your Data An integral part of the MetaLend Solution entails the collection, processing, transmission and disclosure of Your Data by MetaLend, MetaLend Partners and their service providers, and you hereby specifically consent to:
- MetaLend’s provision of Your Data to any MetaLend Partner; and
- communications from MetaLend (including e-mail communications, both marketing and informational) respecting the MetaLend Solution, and MetaLend’s products and services.
- Storage of Your Data in Other Jurisdictions You acknowledge that, due to the nature of the MetaLend Solution, Your Data uploaded to the MetaLend Solution may be hosted on servers residing in the cloud, over which MetaLend has no direct control. By using the MetaLend Solution, Your Data may become, during the period that Your Data is hosted on such servers, subject to the Applicable Laws of the jurisdiction in which such servers reside or to the terms of agreements respecting the hosting of data on such servers.
5. Your Access Information
MetaLend will provide you with certain information to allow you to use the MetaLend Solution, such as one or more user IDs and passwords and/or the ability to create user IDs and/or passwords (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you or your authorized representatives to obtain access to the MetaLend Website using the Access Information.
6. Your Representations and Warranties
You covenant, represent and warrant that:
- Your Data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify MetaLend or update Your Data on the MetaLend Solution;
- you will be solely responsible for all activities with respect to the MetaLend Solution undertaken by you or your designates;
- you have all legal rights necessary to use the MetaLend Solution, both in the jurisdiction in which you are located and in the jurisdiction where the MetaLend Partner you are applying to is located, including the right to access the Content, and the right to make the Application and provide Your Data;
- you will not in any way use the MetaLend Solution to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or any activities that violate any third party’s privacy rights;
- you will not interfere with or in any manner compromise any of MetaLend’s security measures;
- you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content or features accessible through the MetaLend Solution, including, the forms, Content delivery and display functionality of the MetaLend website;
- you will cooperate with MetaLend and provide information requested by MetaLend to assist MetaLend and any Governmental or Regulatory Authorities in investigating or determining whether there has been a breach of this Agreement or Applicable Law; and
- you will comply with the terms and conditions of any agreements entered into between you and any third party (including the MetaLend Partners, the service providers for any Internet services you use in conjunction with the MetaLend Solution, and the hardware providers for any mobile device or other computing equipment through which you use the MetaLend Solution), and to the extent that such agreements impose additional restrictions respecting your use of the MetaLend Solution (whether by reason of usage limitations or otherwise), you will use the MetaLend Solution in compliance with such restrictions.
7. Restrictions and Limitations on Your Use of the MetaLend Solution
- You acknowledge that only certain MetaLend Partners have agreements with MetaLend to enable you to make an Application to such MetaLend Partners through the MetaLend Solution, and that not all educational study programs of such MetaLend Partners may be offered as being Programs available to you using the MetaLend Solution.
- The MetaLend Solution will be subject to the usage policies as provided to you by MetaLend from time to time, including in electronic form by posting on MetaLend’s website. Such policies may include limitations on data storage space, and equipment and/or software requirements. You are solely responsible for compliance with such policies.
- You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used in conjunction with using the MetaLend Solution (except for MetaLend’s computer systems and networks), including your choice and use of your Internet Service Provider.
- Data Integrity and Back-up
- You acknowledge and agree that MetaLend cannot guarantee data integrity, and that it is solely your responsibility to back-up any of Your Data that you use in conjunction with the MetaLend Solution.
- Not for Time Sensitive Applications
- The MetaLend Solution is not developed or licensed for use in any inherently dangerous, time-sensitive, or mission critical manner.
- Restrictions on MetaLend Website Use
- copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the MetaLend Solution, or any part thereof;
- distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the MetaLend Solution, in whole or in part, to any third party on a temporary or permanent basis;
- remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Content (including without limitation any copyright notice);
- use the Solution in any way inconsistent with the use parameters for the MetaLend Solution;
- attempt to hack the MetaLend Solution or any communication initiated by or made through the MetaLend Solution or to defeat or overcome any encryption or other technical protection methods implemented with respect to the MetaLend Solution, data or Content or programming transmitted, processed or stored by MetaLend or other users of the MetaLend Solution;
- collect any information or communication about the users of the MetaLend Solution, by monitoring, interdicting or intercepting any process of or communication initiated by the MetaLend website or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
- use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the MetaLend Solution or any computer system or that are designed to monitor, distort, delete, damage or disassemble the MetaLend Solution or its ability to communicate and perform the Services; or
- authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in this Section 8, or attempting to do so.
8. Changes to Terms and Conditions; Changes to MetaLend Solution; Right to Edit and Remove Your Data; Suspension or Termination
- Changes to Terms and Conditions
- MetaLend reserves the right to change these Terms and Conditions at any time without notice. Your continued access to or use of the MetaLend Solution after any changes to these Terms and Conditions indicates your acceptance of such changes. It is your responsibility to review these Terms and Conditions regularly.
- Changes to the MetaLend Solution
- MetaLend reserves the right to change, suspend or discontinue the MetaLend Solution at any time, including the availability of any Content at any time, and from time to time, without notice offered by MetaLend.
- Right to Edit and Remove Your Data
- Notwithstanding anything to the contrary herein, MetaLend reserves the right to review Your Data stored in files or programs on MetaLend’s servers to verify your compliance with this Agreement. MetaLend has the right to edit or remove any of Your Data that, in MetaLend’s sole discretion, MetaLend believes may be unlawful, obscene, abusive, or otherwise objectionable.
- Suspension or Termination
- MetaLend may impose limits on the MetaLend Solution or terminate or restrict your access to parts or all of the MetaLend Solution without liability. Where feasible, MetaLend will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that MetaLend will have no liability whatsoever for its failure to provide such notice to you.
- MetaLend reserves the right to revoke your access to the MetaLend Solution for any abusive conduct or fraudulent use of the MetaLend Solution and to cease the MetaLend Solution temporarily or permanently, if your use of the MetaLend Solution constitutes, in MetaLend’s sole discretion, a threat to MetaLend or any third party’s computer systems, networks, files, materials or other data, or a breach of this Agreement.
- Without limiting other remedies, MetaLend may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide MetaLend Solution to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) MetaLend is unable to verify or authenticate any information you provides; or (c) MetaLend believes that your actions may cause financial loss or legal liability for you, MetaLend Partners, other users or MetaLend. The above-described actions are not MetaLend’s exclusive remedies and MetaLend may take any other legal, equitable or technical action it deems appropriate in the circumstances. MetaLend will not have any liability to you or any third party in relation to the termination of this Agreement for any reason whatsoever.
- MetaLend reserves the right to investigate suspected violations of this Agreement.
- You will cooperate with: (A) Governmental or Regulatory Authorities in the investigation of suspected criminal violations; (B) MetaLend Partners investigating academic fraud or other misdemeanors, relating to your Application or otherwise; and (C) system administrators at Internet service providers, networks or computing facilities, and other content providers, in order to enable MetaLend to enforce the terms and conditions of this Agreement.
9. Your Obligation to Report Errors
You will promptly and accurately report to MetaLend any actual or apparent errors, problems, nonconformities or other difficulties with the MetaLend Solution, along with any other information reasonably requested by MetaLend to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by MetaLend for the purposes of MetaLend’s internal use to improve the MetaLend Solution or other MetaLend products or services.
- Any suggestions, bug reports or other communications respecting the functionality of the MetaLend Solution or MetaLend’s website that you transmit to MetaLend by any means (each, a “Submission”), are considered non-confidential and may be disseminated or used by MetaLend or any third party without compensation or liability to you for any purpose whatsoever, whether for inclusion as part of the MetaLend Solution or otherwise.
11. Fees, Payment and Taxes
- You will pay all applicable fees in connection with the MetaLend Solution, as set forth in MetaLend’s standard price list, as set forth on MetaLend’s website or as otherwise provided to you. Fees are quoted and payable in USD.
- MetaLend reserves the right to modify such fees, upon reasonable notice, which may be performed by updating MetaLend’s standard price list, as set forth on MetaLend’s website.
- Your use of the MetaLend Solution following such changes constitutes your acceptance of any new or increased charges.
- Where you pay fees by means of a credit card, you authorize MetaLend or its third-party payment processor to automatically charge you for any and all fees incurred by you for MetaLend Solution. If your credit card is rejected for any reason, you will be responsible for any fees and charges associated with such rejection.
- The foregoing will not limit MetaLend’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you will also be responsible for paying for all reasonable fees and costs incurred by MetaLend, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement.
- Without limiting the foregoing, MetaLend reserves the right not to process any Application or portion thereof prior to obtaining full payment of fees from you.
- Interest on Late Payments
- In addition to any other rights and remedies available to MetaLend, MetaLend will be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law, such interest commencing as of the due date for such payment.
12. Confidential Information
- Subject to MetaLend’s ability to disclose Your Data as permitted under this Agreement, MetaLend will use reasonable commercial endeavors to safeguard Your Data and keep it confidential, while Your Data is in MetaLend’s control, including implementing organizational and technical measures to protect your Personal Information. MetaLend may also retain and disclose Your Data to: (i) Governmental or Regulatory Authorities to the extent required by Applicable Law: (ii) its professional advisors to the extent required to: (A) enable MetaLend to fulfill its obligations pursuant to Applicable Law; or (B) defend or bring a claim relating to a breach of this Agreement.
- The nondisclosure obligations under this Agreement will not apply to information which a Party can establish:
- is, or becomes, readily available to the public other than through a breach of this Agreement;
- was disclosed, lawfully and without breach of any contractual or other legal obligation, to a Party by a third party without any confidentiality obligation attached to such information;
- was lawfully known to a Party without any confidentiality obligation prior to receipt of the information; or
- was independently developed or discovered by a Party outside of the course of such Party’s performance of their obligations under this Agreement, without any reference to any Confidential Information obtained directly or indirectly from the disclosing Party.
13. Intellectual Property
The MetaLend Solution is owned by MetaLend or its third-party licensors, who retain all right, title and interest therein. The MetaLend Solution is protected by U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the MetaLend Solution. You do not acquire any intellectual property or other proprietary rights under this Agreement, including any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the MetaLend Solution, or any part thereof. Any rights not expressly granted under this Agreement are reserved to MetaLend or its third-party licensors.
14. Term and Termination
- This Agreement will commence upon your acceptance of these Terms and Conditions on the MetaLend website.
- This Agreement may be terminated by either Party for any reason, without cause, upon 30 days’ written notice addressed to the other Party.
- This Agreement may be terminated by MetaLend immediately upon notice for cause if:
- you commit a material breach of this Agreement and fail to rectify the breach within 30 calendar days of MetaLend delivering notice of the breach; or
- you commit a breach of any of your representations in this Agreement; or
- if MetaLend is prevented from providing any portion or all of the MetaLend Solution due to: (A) your acts or omissions in breach of this Agreement; (B) acts or omissions of any third party (including any MetaLend Partner); or (C) any Applicable Law or ruling issued in any form whatsoever by a Governmental or Regulatory Authority.
15. Effect of Termination or Expiry
- Upon any termination or expiry of this Agreement for any reason (whether by you or by MetaLend), you must cease all use of the MetaLend Solution.
- Termination or expiry of this Agreement, for any reason, will not affect your payment obligation for any fees accrued hereunder or payments owing prior to the effective date of termination or expiry.
- The termination of this Agreement by either Party does not affect any accrued rights or remedies of either Party.
- Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, including this Section 16, will do so.
- DISCLAIMER OF IMPLIED WARRANTIES
- THE METALEND SOLUTION, INCLUDING FOR GREATER CERTAINTY, THE CONTENT, AND REFERENCES, LINKS AND INFORMATION IN THE CONTENT, IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY.
- MetaLend HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU, AND YOU ACKNOWLEDGE THAT METALEND HAS NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING ANY ACTS OR OMISSIONS TAKEN BY YOU OR ANY OTHER USER OF THE METALEND SOLUTION, INCLUDING HOW YOU OR ANY OTHER USER MAY INTERPRET OR USE CONTENT ACCESSED OR DEVELOPED THROUGH THE METALEND SOLUTION, OR WHAT ACTIONS YOU MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO CONTENT OBTAINED THROUGH THE METALEND SOLUTION.
- THE CONTENT ON THE METALEND SOLUTION INCLUDES REFERENCES TO THIRD PARTIES, INCLUDING THE METALEND PARTNERS, LINKS TO THIRD PARTY WEBSITES OR DOCUMENTS, AND INCORPORATES INFORMATION OBTAINED FROM THIRD PARTIES, INCLUDING METALEND PARTNERS. CONTENT MAY ALSO BE CREATED BY METALEND BASED ON SUCH THIRD PARTY INFORMATION, WHICH MAY CHANGE FROM TIME TO TIME WITHOUT NOTICE TO METALEND.
- METALEND ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS, INACCURACIES, EFFECTIVENESS, STANDARDS COMPLIANCE, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY, OR ANY OTHER ASPECT OF THE CONTENT PROVIDED THROUGH THE METALEND SOLUTION.
- UNDER NO CIRCUMSTANCES WILL METALEND BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON CONTENT OBTAINED THROUGH USE OF THE METALEND SOLUTION, INCLUDING ANY THIRD PARTY LINKED SITE (INCLUDING ANY OPINIONS, STATEMENTS OR ADVICE).
- IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY CONTENT PROVIDED, AND USE OF THE METALEND SOLUTION IS SOLELY AT YOUR OWN RISK.
- METALEND WILL HAVE NO LIABILITY WHATSOEVER RESPECTING ANY CLAIM BY YOU OR ANY THIRD PARTY WHOSE CONTENT IS COLLECTED IN YOUR USE OF THE METALEND SOLUTION, WHETHER RELATED TO PRIVACY OR OTHERWISE, IN RELATION TO METALEND’S USE OF YOUR DATA TO PROVIDE THE METALEND SOLUTION.
- MetaLend has no control over MetaLend Partners; you acknowledge that the success of your Application is solely within the control of such third parties, not MetaLend, and therefore release MetaLend from all liability in relation to your Scholarship Application.
- Rejection of Applications
- MetaLend is not responsible in any way for your Scholarship Applications, and does not in any way guarantee success.
- Issues with MetaLend Partners
- All issues respecting Scholarship Applications, and your failure to comply with MetaLend Partner policies, are solely as between you and the applicable MetaLend Partner, and MetaLend bears no responsibility or liability in relation to such matters.
- Although MetaLend has made reasonable efforts to verify that its agreements with its service providers are reasonably protective of Your Data, you acknowledge that MetaLend has no liability for any acts or omissions of third parties in relation to such servers and the data stored on them. You therefore hereby release MetaLend from all liability for any governmental or third party action taken in such jurisdictions with respect to such information and data or the servers on which Your Data resides, and you acknowledge that you retain sole responsibility to back up and retain copies of such information and data.
- Unauthorized use of Access Information
- MetaLend is not responsible or liable in any way for any use of the MetaLend Solution (authorized or unauthorized) by any third party accessing the MetaLend Solution using your Access Information, and you accept all responsibility for such use of the MetaLend Solution and any consequences resulting from such use of the MetaLend Solution.
- Use for Time Sensitive Applications
- You agree that MetaLend will not be liable for any claims or damages arising from such use if you use the MetaLend Solution for a time sensitive use.
- Availability of the MetaLend Solution
- METALEND WILL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE TIMELINESS OR CONTINUED AVAILABILITY OF THE METALEND SOLUTION.
- Some jurisdictions do not allow the exclusion of certain warranties or liability, so the above limitations or exclusions may not apply to you.
- The downloading and viewing of Content is done at your own risk. MetaLend cannot and does not guarantee or warrant that the MetaLend Solution or the Content are compatible with your computer system or that the MetaLend Solution, or any links from the MetaLend Solution or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and your are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the MetaLend Solution.
- Communications Not Confidential or Secure
- MetaLend does not guarantee the confidentiality of any communications made by your through the MetaLend Solution, over the internet or over the telephone. Although MetaLend generally adheres to the accepted industry practices in securing the transmission of data to, from and through the MetaLend Solution, you understand, agree and acknowledge that MetaLend cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the MetaLend Solution.
17. Your Indemnities
You will indemnify, defend and hold harmless MetaLend, and all of its officers, directors, employees and agents, its parent company, subsidiaries and affiliates, from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable legal and accounting fees, directly or indirectly due to, arising out of or in connection with:
- your access to the MetaLend Solution, and any reliance on any Content obtained by you through the MetaLend Solution; or
- your unauthorized use or misuse of the MetaLend Solution; or
- your breach of this Agreement; or
- the infringement, violation or misappropriation by you, or any third-party obtaining access to the MetaLend Solution through your Access Information, of any intellectual property or other right of any third person or entity; or
- your violation of any Applicable Laws.
18. Limitation of Liability
- To the maximum extent permitted under Applicable Law, in no event will MetaLend be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities, whether or not MetaLend is advised of the possibility of such damages, resulting from or related to the use of, or the inability to make use of, the MetaLend Solution.
- To the maximum extent permitted under Applicable Law, in no event will the total aggregate liability of MetaLend in connection with or under this Agreement or your use of, or inability to make use of, the MetaLend Solution, or for any other claim related in any way to your use of, or inability to make use of, the MetaLend Solution exceed the sum of fees paid to MetaLend by you. For greater certainty, the existence of one or more claims under this Agreement will not increase the maximum liability amount.
- The limitations in this Section reflect the allocation of risk between the Parties. The limitations specified in this Section will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Except as otherwise provided herein, the Parties rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. Any rule of construction to the effect that any ambiguity in this Agreement will be resolved against the drafting party will not be applied to the interpretation of this Agreement.
- Neither Party will be liable for delays caused by any event beyond its reasonable control, except non-payment of amounts due under this Agreement will not be excused by this provision.
- Nothing contained in this Agreement will be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Parties. Except as expressly authorized by MetaLend in writing, you will neither act nor purport to be acting as the legal agent of MetaLend, nor enter into any agreement on behalf of MetaLend or otherwise bind or purport to bind MetaLend in any manner whatsoever.
- Any notices, reports or other communications required or permitted to be given under this Agreement will be in writing, including email, and will be sufficient if delivered by hand or sent by registered mail, courier or facsimile addressed to you or MetaLend at the respective addresses as advised in writing. Any such notices, reports, or other communications will be deemed to have been received by the Party to whom they were addressed: (i) upon delivery by hand, (ii) five business days after being sent by registered mail, (iii) upon delivery by courier, as evidenced by the courier receipt, (iv) upon successful receipt confirmation report after being sent by facsimile; or (v) if sent by email, upon receipt by the sender of a delivery receipt confirmation.
- No waiver by either Party of a breach or omission by the other party under this Agreement will be binding on the waiving Party unless it is expressly made in writing and signed by the waiving Party. Any waiver by a Party of a particular breach or omission by the other Party will not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.
- If any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision will be severable from this Agreement, in which event this Agreement will be construed as if such provision had never been contained herein.
- This Agreement will be governed by and construed under the laws of the New York. The Parties hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. In construing, interpreting and enforcing this Agreement, choice of law principles will not apply. The MetaLend Solution are intended for use only in jurisdictions where they may be lawfully offered for use.
- Entire Agreement/Modification
- This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements and understandings relating to the subject matter hereof. This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both Parties.
- You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by MetaLend to show your acceptance of this Agreement and/or your agreement to use the MetaLend Solution), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the MetaLend Solution, including the Application. Furthermore, you hereby waive any rights or requirements under any Applicable Laws in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under Applicable Law. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Any questions regarding this Agreement, or any questions, complaints, claims or other legal concerns relating to MetaLend or its business, should be directed to MetaLend at: email@example.com