LASER Services - Master Terms and Conditions##This Master Terms and Conditions Agreement ("Agreement") governs the Customer's use of the suite of software applications and services provided by LASER (collectively, the "Services"). The Services include, but are not limited to, the following applications:##• LASER Credit Access##• LASER Business Credit##• LASER Financial Account Access##• LASER Credit Attributes##• LASER Personal Cashflow##This Agreement commences on the date Customer accepts it and continues until all User subscriptions have expired or been terminated. For the complete terms and conditions, please refer to our website. Any additional terms and conditions on the https://LASERcreditaccess.com/ website are incorporated by reference.##1. Definitions##• "Salesforce Instance" refers to a specific, self-contained installation of the Salesforce platform allocated to a customer.##• "NON_LASER Accuracy Applications" refers to any applications, implementations, or customizations not provided by LASER that interact with the Services' fields, processes, or data.##• "Confidential Information" means all information disclosed by one party to the other, designated as confidential or that should reasonably be understood to be confidential. This includes LASER's Services and terms, and Customer's Data.##• "PFI" means protected financial information deemed protected under state and federal law, such as the Gramm-Leach-Bliley Act or the Fair Credit Reporting Act.##2. Purchased Services##2.1. Per Company License Subscriptions##Unless specified otherwise in the Order Form:##(a) Services are purchased as a per-company license and can be accessed by authorized users within the designated Salesforce Instance.##(b) A Per Company License allows access by multiple users in one Salesforce Instance and cannot be shared across multiple instances unless authorized.##3. Use of the Services##3.1. Third-Party Applications (NON_LASER Accuracy Applications)##(a) LASER is not responsible for the functionality, accuracy, or reliability of NON_LASER Accuracy Applications.##(b) The customer is solely responsible for ensuring these applications are compatible with the Services.##(c) The customer must ensure these applications do not compromise the integrity or security of data handled by the Services.##(d) LASER is not liable for any damages or losses from the use of NON_LASER Accuracy Applications. Support must be sought from their providers.##(e) LASER reserves the right to restrict any NON_LASER Accuracy Application if it negatively impacts our Services.##4. Fees and Payment##4.1. General Fees##(a) The Customer must pay all fees specified in all Order Forms.##(b) Fees are based on services purchased and technology usage.##(c) Payment obligations are non-cancelable, and fees paid are non-refundable.##4.2. Subscription and Usage Fees##(a) The subscription fee is billed monthly for access to services and must be paid via the Salesforce AppExchange.##(b) A technology usage fee will be assessed based on actual use.##(c) Usage fees are calculated monthly and billed the following month to the credit card on file.##4.3. Overdue Charges and Suspension##(a) Late interest may accrue at a rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law.##(b) If an account is over 30 days overdue, LASER may suspend services and accelerate payment obligations. LASER will provide at least 7 days' prior notice.##4.4. Usage Reduction Clause##(a) If, after using the Services for 12 months or more, the Customer's usage has decreased by 75% or more (not due to a decrease in Customer loan volume), LASER reserves the right to charge a fee based on the average usage of the previous two years.##5. Proprietary Rights##5.1. Our Rights##(a) LASER reserves all rights, title, and interest to the Services and all related intellectual property. No rights are granted to the Customer other than what is expressly granted in this Agreement.##5.2. Restrictions##Unless LASER agrees in writing, the Customer will not, and will not allow a third party to:##(a) Reverse engineer, decompile, or attempt to discover the source code of the Services.##(b) Modify, translate, or create new works based on the Services.##(c) Sell, resell, license, distribute, rent, or lease any Services to a third party.##(d) Attempt to create a substitute or similar service using the Services.##(e) The Customer is responsible for following all applicable laws and regulations and acknowledges that LASER is not a "consumer reporting agency" under the FCRA.##5.3. Feedback##(a) If a Customer provides feedback, LASER may use it without restriction and will own any modifications that result from it.##6. Confidentiality##6.1. Protection of Confidential Information##(a) The party receiving Confidential Information will use a reasonable degree of care to protect it and will not use it for any purpose outside this Agreement.##(b) Access to Confidential Information is limited to employees and contractors who need access for purposes consistent with this Agreement and are bound by confidentiality obligations.##6.2. Compelled Disclosure##(a) Confidential Information may be disclosed if compelled by law, provided the disclosing party is given prior notice, if legally permitted.##6.3. Subprocessors##(a) Customer acknowledges and agrees that LASER may engage third-party service providers ("Subprocessors") to assist in delivering the Services. Subprocessors may include, but are not limited to, credit bureaus, data aggregation providers, cloud infrastructure providers, and other technology service providers.##(b) LASER maintains written agreements with all Subprocessors that impose data protection obligations materially consistent with those set forth in this Agreement.##(c) LASER remains responsible for the acts and omissions of its Subprocessors to the same extent LASER would be responsible if performing the services directly.##(d) A current list of Subprocessors is available upon request.##(e) LASER will notify Customer of any material changes to its Subprocessors by providing reasonable advance notice where practicable.##(f) The use of Subprocessors is included in the technology usage fees described in Section 4, and no additional fees will be charged to Customer for Subprocessor services.##(g) Customer is not required to enter into any separate agreement with any Subprocessor. All Subprocessor services are provided through LASER's existing contractual relationships.##7. Warranties and Disclaimers##7.1. Our Warranties##LASER warrants that:##(a) It has the legal power to enter into this Agreement.##(b) The Services will perform materially in accordance with the applicable User Guide for the Services.##(c) The functionality of the Services will not be materially decreased during a subscription term.##7.2. Customer Warranties##Customer warrants that:##(a) It has validly entered into this Agreement and has the legal power to do so.##(b) It will maintain a comprehensive written information security program ("Infosec Program") approved by its senior management.##(c) The Infosec Program will include administrative, technical, and physical measures designed to ensure the security, protect against unauthorized access, and ensure the proper disposal of Protected Financial Information (PFI).##(d) The Infosec Program and the Customer's data handling procedures will comply with all applicable federal and state laws and regulations for the use, storage, and retention of PFI. These regulations include, but are not limited to:##• ECOA (12 CFR § 1002.12)##• TILA/RESPA (12 CFR § 1026.25)##• FTC Safeguards Rule (16 CFR Part 314)##• State-specific mortgage broker retention laws##7.3. Disclaimer##(a) TO THE EXTENT PERMITTED BY LAW, THE LASER SERVICES AND TECHNOLOGY ARE PROVIDED "AS IS" AND "AS AVAILABLE".##(b) LASER AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.##(c) LASER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DATA WILL BE ACCURATE OR COMPLETE.##7.4. Data Provider Disclaimer##All data accessed using the Services is from the Customer's selected credit provider ("Data Provider"). LASER provides only the technology to facilitate the transaction. LASER has no control over the data provided and does not warrant the data sent in the request or the response received from the Data Provider.##8. Mutual Indemnification##8.1. Indemnification by LASER##(a) LASER will defend and indemnify the Customer against any third-party claim that the use of the Services infringes their intellectual property rights, provided the Customer gives prompt written notice, gives LASER sole control of the defense, and provides reasonable assistance.##8.2. Indemnification by Customer##(a) The Customer will defend and indemnify LASER against any third-party claim arising from Customer Data or the Customer's use of the Services.##8.3. Exclusive Remedy##(a) This section states the sole liability and exclusive remedy for these types of claims.##9. Limitation of Liability##9.1. Limitation of Liability##(a) IN NO EVENT SHALL LASER'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE LESSER OF $100,000 OR THE AMOUNT PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE INCIDENT.##9.2. Exclusion of Consequential Damages##(a) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.##10. Term and Termination##10.1. Term of Subscriptions##(a) Subscriptions begin on the start date in the Order Form and continue for the specified term.##(b) Subscriptions will automatically renew unless either party gives notice of non-renewal at least 30 days before the end of the term.##10.2. Termination for Cause##(a) A party may terminate for cause upon 30 days' written notice of a material breach that remains uncured, or if the other party enters bankruptcy proceedings.##10.3. Effect of Termination##(a) Upon termination, the Customer must pay any unpaid fees for the period prior to termination.##(b) If terminated for cause by the Customer, LASER will refund any prepaid fees for the remainder of the term.##(c) If terminated for cause by LASER, the Customer must pay any unpaid fees covering the remainder of the term.##11. General Provisions##11.1. Governing Law and Jurisdiction##(a) This Agreement is governed by the laws of the Commonwealth of Virginia.##(b) Exclusive venue and jurisdiction will be the courts of Chesterfield County, Virginia, or the U.S. courts in the Eastern District of Virginia.##11.2. Notices##(a) All notices must be in writing and are considered given upon personal delivery, two business days after mailing, or one business day after sending by email. Email is not sufficient for notices of termination.##(b) Billing notices will be sent to the billing contact; all other notices will go to the system administrator.##11.3. Force Majeure##(a) A party is excused from performance delays caused by circumstances beyond its reasonable control, such as natural disaster, governmental action, or Internet disturbance ("Force Majeure Event").##11.4. Surviving Provisions##(a) The sections "Fees and Payment," "Proprietary Rights," "Confidentiality," "Warranties and Disclaimers," "Mutual Indemnification," and "Limitation of Liability" will survive any termination of this Agreement.
