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Provider Terms - Compliance

Last Modified: October 15, 2024

PROVIDER TERMS - COMPLIANCE

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These provider terms (the “Provider Terms”) are made by and between StoneEagle F&I, Inc. (“StoneEagle”), a Delaware corporation with offices at 3400 N Central Expressway, Suite #110, Richardson, TX  75081 and the certain Voluntary Protection Product administrator (the “Provider”) who has signed a certain Consent Form which references this Agreement. This Agreement is effective as of the effective date of the Consent Form (the “Effective Date”).

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  1. Description.  StoneEagle’s compliance applications and API’s (the “Software”) enable functionality to support product cancellation refund processing, contract forms management, and associated Voluntary Protection Product (“VPP”) compliance capabilities (the “Function”) through the StoneEagleCOMPLIANCE set of API’s (the “StoneEagle APIs”).

  2. Consent. Through Providers consent on the Consent Form to share certain Provider Data which (may include personally identifiable information  as further identified in the Consent Form to certain StoneEagle partners auto finance companies and other clients (collectively called “Lenders”) in order to obtain certain Provider Data listed in the Consent Form for the purpose of the Function.

  3. Disclaimer of Warranties and Conditions.  STONEEAGLE MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND STONEEAGLE SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. ANY PROVIDER DATA IS MADE AVAILABLE ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. STONEEAGLE DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD-PARTY STONEEAGLE LENDERS OR ANY SOFTWARE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THE AGREEMENT) ARE MADE FOR THE BENEFIT OF STONEEAGLE, AND ITS AND THEIR RESPECTIVE PARENT COMPANIES, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, AND SUPPLIERS (COLLECTIVELY, TOGETHER WITH STONEEAGLE, AND ITS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, THE “STONEEAGLE AFFILIATED PARTIES”). WHILE STONEEAGLE WORKS TO MAINTAIN THE TIMELINESS, INTEGRITY AND SECURITY OF THE STONEEAGLE API’S AND REVIEWS THE FUNCTION AND REQUIRES LENDERS TO COMMIT TO SECURITY STANDARDS, IT DOES NOT GUARANTEE THAT STONEEAGLE API’S WILL REMAIN UPDATED, COMPLETE, CORRECT OR SECURE.

  4. Limitation of Liability.  IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF ALL STONEEAGLE AFFILIATED PARTIES, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE PROGRAMS, EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL ANY STONEEAGLE AFFILIATED PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.  WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (A) NO  STONEEAGLE AFFILIATED PARTY WILL BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM THE OPERATION OR  PROVISION OF, OR PROVIDERS USE OF OR INABILITY TO USE, ANY APP, THE MARKETPLACE OR ANY THIRD PARTY MATERIALS, INCLUDING  FROM ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, SPYWARE OR OTHER SIMILAR COMPUTER CODE, FILE OR PROGRAM THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; AND (B) PROVIDERS SOLE AND EXCLUSIVE  REMEDY FOR DISSATISFACTION WITH ANY APP, THE MARKETPLACE OR ANY THIRD PARTY MATERIALS IS TO STOP USING THE  APPLICABLE APP, MARKETPLACE OR THIRD PARTY MATERIALS. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THE AGREEMENT) ARE MADE FOR THE BENEFIT OF EACH STONEEAGLE AFFILIATED PARTY. 

  5. Indemnification. To the maximum extent permitted under applicable law, Provider will defend each StoneEagle Affiliated Party against any  claim, demand, suit or proceeding made or brought against any StoneEagle Affiliated Party by a third party arising out  of or relating to:  any violation or alleged violation of the Provider Terms by Provider (each, a “Claim Against StoneEagle”); and Provider will  indemnify such StoneEagle Affiliated Party from any damages, attorney fees and costs finally awarded against such  StoneEagle Affiliated Party as a result of, or for any amounts paid by such StoneEagle Affiliated Party under a settlement approved by Provider in writing of, a Claim Against StoneEagle, provided the applicable StoneEagle Affiliated Party (i)  promptly gives Provider written notice of the Claim Against StoneEagle, (ii) gives Provider sole control of the defense and  settlement of the Claim Against StoneEagle (except that Provider may not settle any Claim Against StoneEagle unless it unconditionally releases each applicable StoneEagle Affiliated Party of all liability), and (iii) gives Provider reasonable  assistance at Provider expense. 

  6. Term. This Provider Agreement will be effective for one year and automatically renew for additional one-year terms until terminated by either party with a ninety (90) day notice prior to the expiration of the then current term. Additionally, StoneEagle may terminate or suspend Providers sharing of Data without prior notice for any or no reason. 

  7. Provider Data. Without limiting StoneEagle’s rights under any other agreements, StoneEagle retains right to use, reproduce, sell, publicize and/or derive Aggregate Data. “Aggregate Data” means any information generated by StoneEagle through the performance of the services provided, provided that it is de-identified, aggregated and/or anonymized; in any way, in StoneEagle’s sole discretion, provided that it does not identify the Provider or contain any personally identifiable information and in a way that cannot be reasonably reverse engineered to be re-identified.

  8. Miscellaneous.

a. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.

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b. StoneEagle may send notices pursuant to this Agreement to Provider’s email contact points provided by Provider, and such notices will be deemed received 96 hours after they are sent. Provider may send notices pursuant to this Agreement via email legal@se-fi.com and copy mcurylo@sei-fi.com and such notices will be deemed received 96 hours after they are sent.

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c. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

 

d. Assignment & Successors. Provider may not assign this Agreement or any of its rights or obligations hereunder without StoneEagle’s express written consent. Except to the extent forbidden in this Section, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

 

e. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

 

f. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

 

g. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes thereto, shall be governed by and construed in accordance with the laws of the State of Texas without reference to conflict of law principles.  Each party agrees to the exclusive jurisdiction of the applicable courts of Collin County, Texas and waives any defense based on venue or inconvenience. The prevailing party in any action under this Agreement shall be entitled to recover the costs and expenses including reasonable attorneys’ fees.

 

h. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.

 

i. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

 

j. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.

 

k. Counterparts. The Parties expressly acknowledge and agree that this Agreement may be validly executed by the signature of the Consent Form the Parties acknowledge and agree that the executed Consent From would qualify as valid evidence between the Parties regarding this Agreement. 

*END OF THE PROVIDER TERMS

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