StoneEagle
Marketplace

Last updated September 20, 2023

MARKETPLACE PROVIDER TERMS

These Marketplace Provider Terms (this “Agreement”) is 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 marketplace provider who has signed an Enrollment Form which references this Agreement. This Agreement is effective as of the date of the Enrollment Form (the “Effective Date”). 

WHEREAS, This Agreement governs Marketplace Provider’s use of the StoneEagle marketplace (the “Marketplace”) which allows the Marketplace Provider to be able to provide additional capabilities to “End Users” through StoneEagle’s software system including any interfaces to and from StoneEagleAdmin, StoneEagle Menu, StoneEagle Metrics, and other systems (the “StoneEagleSystem”). “End User” means any third party administrator (“TPA”) or dealer (“Dealer”) who uses StoneEagleSystem capabilities.

WHEREAS, Marketplace Provider wishes to provide certain “Apps” which are Marketplace Provider’s application add-ons to StoneEagle’s End Users (defined below) for StoneEagleSystem.

WHEREAS, Marketplace Provider is concurrently submitting an Enrollment Form. An “Enrollment Form” is StoneEagle’s form to allow the Marketplace Provider to submit an App to StoneEagle to review and certify for inclusion in the Marketplace. Marketplace Provider may make multiple Apps available by enrolling each app through the Enrollment Form in accordance with the terms below. The Enrollment Form also will set forth specific API usage terms ("API Terms") for each access type Marketplace Provider will use. 

WHEREAS, StoneEagle wishes to grow the Marketplace for the benefit of its End Users and to allow Marketplace Provider to market and provide to the End Users in order to allow End Users to become a customer of the Marketplace Provider (a “Customer”). 

The parties agree as follows:

1. Fees. Marketplace Provider will pay StoneEagle the fees set forth in each Enrollment Form (the “Fee”). Payment obligations are non-refundable for testing, security review, and approvals. In the event that Client does not timely pay an amount due, after a written and emailed notice and after providing a ten (10) day notice and opportunity for Client to cure, Marketplace Provider may charge Client a late charge calculated at the rate of 1.5% per month or the maximum rate permitted by law whichever is less.  Amounts that remain unpaid may result in discontinuation of and removal of the Application from the Marketplace, and may require additional fees for the Application to be reinstated, and will be deemed a material breach of this Agreement.

2. Marketplace Provider Enrollment. The Enrollment Form outlines the pricing, financial obligations, security review process, and details for each Application submitted by Marketplace Provider. StoneEagle may reject any App under its sole discretion (including if Marketplace Provider becomes a direct competitor of StoneEagle). Additionally, the App must meet the following criteria: 

2.1.    The App must operate with the functionality described in the Enrollment Form;
2.2.    The App must comply with StoneEagle’s current security policies which may be updated from time to time by StoneEagle.
2.3.    The App must comply with StoneEagle’s current technological access points (e.g. API) which may be discontinued or  updated from time to time by StoneEagle.
2.4.    The App must create some benefit for the End User.
2.5.    The App must properly disclose its functionality, usage of data, and other material uses to the End User.
2.6.    The App must conform to the Marketplace Provider’s App documentation; and
2.7.    The Marketplace Provider will provide competent technical resources to enable StoneEagle to test the Application.  

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3. Results of Testing. Upon receipt of the Enrollment Form and the completion of StoneEagle’s testing of the App, StoneEagle shall provide written notice if the App is certified (“Certified”). Otherwise StoneEagle shall provide a written notice of any deficiencies and the path forward to become Certified. 

4. Going Live. The App may go-live when Certified (“Live”). After Certification, Marketplace Provider will periodically, at StoneEagle’s request, certify compliance in writing with the obligations set forth in this Agreement regarding the Application. Marketplace Provider may be subject to additional due diligence, questions and training, as determined by StoneEagle in its sole discretion. 
 
5.Enrollment. After the App is Live the App will be documented as a Certified provider. A Dealer or TPA may access the App as further specified on the Enrollment Form. Dealers and TPA’s will be subject to the Marketplace End User Terms. Additionally, in order to enable an Apps functionality, StoneEagle may require that the End User consent to End User Terms provided by Stone Eagle. 

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6.Marketing Materials.  

6.1.    StoneEagle will have the right of prior written approval over all artwork and/or other materials utilizing its logos, trademarks, trade names, or certification logo (collectively, “StoneEagle Marks”) or other images or video displaying StoneEagleSystem (collectively, “StoneEagle Materials”) of StoneEagle in connection with the App For the purposes of this section e-mail communication shall be sufficient. StoneEagle hereby grants to Marketplace Provider a royalty-free, non-exclusive, revokable, non-transferable license to use and display StoneEagle Marks and StoneEagle Materials on Marketplace Providers digital proprietary channels including websites and email transmissions, such use to be limited solely to the App. 
6.2.    Marketplace Provider hereby grants to StoneEagle a royalty-free, non-exclusive, revokable, non-transferable license to use and display Marketplace Provider logos, trademarks, trade names (“Marks”) or other images or video displaying the Marketplace Provider App (collectively, “Marketplace Provider Materials”) on StoneEagle’s website and/or Marketplace site and relevant marketing materials.
6.3.    Each party acknowledges that every use of the trademarks shall inure to the benefit of the trademark owner and that the provisions of this paragraph do not convey to a party any right, title or ownership interest in the other's trademarks and neither shall take action to impair such rights.

7. End User Reviews. Once the App is Live on the Marketplace, End Users of the Marketplace may have the ability to make certain information, data, content or other materials, including testimonials, reviews, posts, comments and other user-generated content, pictures and documents available through or in connection with the Marketplace (each, a “Submission”), including on the App profile page or on the Marketplace’s interactive products or services, such as message boards and other forums, and chatting, commenting and other messaging functionality. Submissions reflect only the opinions of the End User who made available the Submission and not the opinions of StoneEagle and may be used by the Marketplace Provider. 

8. Inspection Rights. StoneEagle reserves the right to monitor Submission, the Apps, and App performance. StoneEagle may use any data it might collect from the End User, Submissions, the StoneEagleSystem or the App in order to monitor the safety and use of the App and to monitor for proper fees paid. StoneEagle may withhold the App from going Live on the StoneEagleSystem and/or suspend the Application from being live on the StoneEagleSystem if the Application causes StoneEagleSystem outages, shutdowns, or other errors. Marketplace Provider shall be responsible for any reasonable documented costs incurred by StoneEagle in the case such App errors affect the StoneEagleSystem negatively and can show the negative impact materially occurred because of the App.

9.  Data and Privacy. 

9.1.    “End User Data” means data in electronic form input or collected through the StoneEagleSystem by or from Marketplace Provider, including without limitation by Marketplace Provider’s End Users in its use of the App in the Marketplace. 

(a)    Marketplace Provider will comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of End User Data. 
(b)    To the extent a Marketplace Provider Application transmits End User Data outside of StoneEagleSystem, Marketplace Provider represents and warrants that Marketplace Provider has notified all users or will notify them prior to their use of such App, that their End User Data will be transmitted outside StoneEagleSystem and to that extent StoneEagle is not responsible for the privacy, security or integrity of such data. 
(c)    Marketplace Provider further represents and warrants that to the extent an App stores, processes or transmits End User Data, neither Marketplace Provider nor such App will, without appropriate prior End User consent or except to the extent required by applicable law disclose End User Data to any third party, or use End User Data for any purpose other than providing such App functionality to the applicable Customer. 
(d)    Marketplace Provider shall also maintain and handle all End User Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security and all applicable laws. 
(e)    A modification or disclosure of End User Data does not violate 9.1(c) or (d) if (i) it results from an activity of the applicable End User using the applicable Application and (ii) a reasonable End User would expect that modification or disclosure of its End User Data to occur as a result of that activity. 

9.2.    Risk of Exposure. Marketplace Provider recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the StoneEagleSystem, Marketplace Provider assumes such risks. StoneEagle offers no representation, warranty, or guarantee that any data, including End User Data will not be exposed or disclosed through errors or the actions of third parties. 
9.3.    Aggregate & Anonymized Data. Notwithstanding the provisions above of this Section, StoneEagle may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. Aggregated Data” means any information generated by StoneEagle through the performance of the Services, provided that it is de-identified, aggregated and/or anonymized; in any way, in StoneEagle’s sole discretion, provided that: (1) it does not identify the Marketplace Provider or any Personal Information; and (2) information is aggregated in a way that cannot be reasonably reverse engineered to be re-identified.

10. Marketplace Provider Restrictions and Obligations. In addition to the other obligations herein, Marketplace Provider agrees to comply with the following obligations. In addition to the right to remove or pause the Application, StoneEagle may terminate this Agreement for any of the following:

10.1.    Marketplace Provider shall not use the access herein to allow third parties to exploit the StoneEagleSystem or End User Data; 
10.2.    Marketplace Provider shall not provide StoneEagleSystem passwords or other log-in information or to any third party; 
10.3.    Marketplace Provider shall not share non-public StoneEagleSystem features or content with any third party; 
10.4.    Marketplace Provider shall use the End User Data solely according to the API Terms including any prohibitions on storing data (if such prohibitions exist).
10.5.    Marketplace Provider shall not access the StoneEagleSystem in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the StoneEagleSystem, or to copy any ideas, features, functions or graphics of the StoneEagleSystem. 
10.6.    Marketplace Provider shall not gain unauthorized access to, the Marketplace or the servers or networks used to make the Marketplace available, including by hacking or defacing any portion of the Marketplace; or violate any requirement, procedure or policy of such servers or networks.
10.7.    Marketplace Provider shall not interfere with or disrupt the integrity of any information, data, content or other materials available in or through the Marketplace or the API.
10.8.    Marketplace Provider shall not use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather any information, data, content or other materials available in or through the Marketplace, or reproduce or circumvent the navigational structure or presentation of the Marketplace, without StoneEagle’s express prior written consent.
10.9.    Marketplace Provider shall not falsely state or imply that the Marketplace Provider or App are associated with StoneEagle or another company or person.
10.10.    Marketplace Provider shall not access or use the Marketplace if it is StoneEagle’s direct competitor, or is attempting to build a competitive product or service, or any product or service using similar ideas, features, functions or graphics.
10.11.    Marketplace Provider shall not use the App to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights. 
10.12.    Marketplace Provider shall not use the App to send or store any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses;
10.13.    Marketplace Provider shall not publicly release any End User Data; 
10.14.    Marketplace Provider may not use any trade name, trademark, service mark or logo of StoneEagle in any manner without StoneEagle’s express prior written permission, Marketplace Provider will not bid on or purchase any keyword that is StoneEagle’s trademark, service mark or logo in any keyword advertising service (such as Google AdWords) except with StoneEagle’s prior written consent.

11. StoneEagle Services.  StoneEagle will use commercially reasonable efforts to provide to Marketplace Provider the Interface so that the Application may be tested internally by Marketplace Provider and commercially usable by End Users after going Live on the Marketplace. StoneEagle will use commercially reasonable efforts to ensure Marketplace will be available to End Users to purchase various applications, including Marketplace Providers Application. StoneEagle may revise StoneEagleSystem and Marketplace features and functions from time to time and will make reasonable efforts to notify Marketplace Provider. Marketplace Provider opts-in to notifications by e-mail from StoneEagle of which mailing list shall serve as such notification. 

12.Non-Hiring Of Certain Personnel. During the term of the Agreement, and for a period of one (1) year after any expiration or termination of this Agreement, Marketplace Provider shall not directly or indirectly solicit, attempt to employ or retain any employee or representative of StoneEagle, independent contractor or otherwise, or take any other action to  induce  any person  to  leave  the employ of StoneEagle or take any action to induce any person, firm, or corporation to terminate any relationship with StoneEagle. In the event the Marketplace Provider breaches this provision, Marketplace Provider agrees to pay to StoneEagle within thirty (30) days after demand an amount equal to the greater of one hundred thousand dollars ($100,000) or one hundred percent (100%) of the annual base salary of any such employee or 1099 consultant as liquidated damages. The parties agree that damages are uncertain and difficult to determine with exactness and these amounts are not at all out of proportion to the probable loss. Marketplace Provider waives any rights to assert that such liquidated damages are a penalty.

13. IP & FEEDBACK. 

13.1.    StoneEagleSystem. StoneEagle retains all right, title, and interest in and to StoneEagleSystem, the Marketplace and any API interface or programming interfaces provided, including without limitation all software used to provide StoneEagleSystem, the Marketplace, plugins, API’s and all graphics, user interfaces, logos, and trademarks reproduced through StoneEagleSystem. This Agreement does not grant Marketplace Provider any intellectual property license or rights in or to StoneEagleSystem, other StoneEagle systems, the Marketplace,  or any of its components. 
13.2.    The Application. Marketplace Provider retains all right, title, and interest in and to the Application, including without limitation all software used to provide the Application and all graphics, user interfaces, logos, and trademarks reproduced through the Application. This Agreement does not grant StoneEagle any intellectual property license or rights in or to the Application or any of its components. 
13.3.    Feedback. StoneEagle has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Marketplace Provider or Users provide to StoneEagle, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict StoneEagle’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Marketplace Provider or the User in question. Feedback will not be considered Confidential Information. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of StoneEagle’s products or services.)

14.  CONFIDENTIAL INFORMATION. “Confidential Information” refers to the following items the disclosing party discloses to receiving party: (a) any document provides which are known or reasonably should be known as Confidential including business plans, pricing, data provided, trade secrets, connections and other details and (b) the App, StoneEagleSystem, and any documentation whether or not marked or designated confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in receiving party’s possession at the time of disclosure; (ii) is independently developed by receiving party without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of receiving party’s improper action or inaction; or (iv) is approved for release in writing by disclosing party. 

14.1.    Nondisclosure. The receiving party will not use Confidential Information for any purpose other than for use of the StoneEagleSystem in concurrence with the Order (the “Purpose”). Receiving party will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. The receiving party will promptly notify the disclosing party of any misuse or misappropriation of Confidential Information that comes to Marketplace Provider’s attention. Notwithstanding the foregoing, receiving party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. The Receiving party will give the disclosing party prompt notice of any such legal or governmental demand and reasonably cooperate with the disclosing party in any effort to seek a protective order or otherwise to contest such required disclosure, at StoneEagle’s expense.
14.2.    Termination & Return. With respect to each item of Confidential Information, the obligations of the above Section (Nondisclosure) will terminate three years after the date of termination of this Agreement; provided that such obligations related to Confidential Information constituting StoneEagle’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, Marketplace Provider will return all copies of Confidential Information to StoneEagle or certify, in writing, the destruction thereof.

15. REPRESENTATIONS & WARRANTIES. 

15.1.    StoneEagle Representations. StoneEagle represents and warrants that it is the owner of the StoneEagleSystem and Marketplace and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. StoneEagle’s representations and warranties in the preceding sentence do not apply to use of the StoneEagleSystem in combination with hardware or software not provided by StoneEagle. In the event of a breach of the warranty in this Section, StoneEagle, at its own expense, will promptly take the following actions: (a) secure for Marketplace Provider the right to continue using the Marketplace capabilities; (b) modify StoneEagleSystem to make it noninfringing; or (c) terminate the infringing features of StoneEagleSystem. In conjunction with Marketplace Provider’s right to terminate for breach where applicable, the preceding sentence states StoneEagle’s sole obligation and liability, and Marketplace Provider’s sole remedy, for breach of the warranty in this Section and for potential or actual intellectual property infringement by the StoneEagleSystem.
15.2.    Marketplace Provider Representations. Marketplace Provider represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the StoneEagleSystem; and (c) it shall adhere to the restrictions set forth above (Marketplace Provider Restrictions and Obligations).
15.3.    Warranty Disclaimers to the Software. Except to the extent set forth in the in Section above (StoneEagle Representations), MARKETPLACE PROVIDER ACCEPTS STONEEAGLESYSTEM, THE MARKETPLACE, AND ANY INTERFACES PROVIDED “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) STONEEAGLE HAS NO OBLIGATION TO INDEMNIFY OR DEFEND MARKETPLACE PROVIDER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) STONEEAGLE DOES NOT REPRESENT OR WARRANT THAT STONEEAGLESYSTEM THE MARKETPLACE, AND ANY INTERFACES PROVIDED WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) STONEEAGLE DOES NOT REPRESENT OR WARRANT THAT STONEEAGLESYSTEM THE MARKETPLACE, AND ANY INTERFACES PROVIDED IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT MARKETPLACE PROVIDER DATA WILL REMAIN PRIVATE OR SECURE. 
15.4.    Warranty Disclaimers to the Marketplace. While StoneEagle tries to maintain the timeliness, integrity and security of the Marketplace, it does not guarantee that any Marketplace is or will remain updated, complete, correct or secure, or that access to any Marketplaces will be uninterrupted. 

16.  INDEMNIFICATION. Marketplace Provider will defend, indemnify, and hold harmless StoneEagle and the StoneEagle Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Marketplace Provider's alleged or actual use of, misuse of, or failure to use the StoneEagleSystem capabilities, including without limitation: (a) claims by Users or by Marketplace Provider's employees, as well as by Marketplace Provider’s own Marketplace Providers; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including End User Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the StoneEagleSystem through Marketplace Provider’s account, including without limitation by End User Data; and (d) claims that use of the StoneEagleSystem through Marketplace Provider’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include, without limitation, claims arising out of or related to StoneEagle’s negligence. Marketplace Provider’s obligations set forth in this Section include retention and payment of attorneys and payment of court costs, as well as settlement at Marketplace Provider’s expense and payment of judgments. StoneEagle will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “StoneEagle Associates” are StoneEagle’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)

17.LIQUIDATED DAMAGES.  If the Marketplace Provider is in breach of its obligations under Section 9.1 (End User Data) or Section 10 (Marketplace Provider Restrictions and Obligations)   (the "Data Breach"), the Marketplace Provider shall pay to the StoneEagle an amount equal to the following ("Liquidated Damages"):  

17.1.    Private Violation. If StoneEagle becomes aware of a Data Breach through its own investigation or then Marketplace Provider agrees to pay Liquidated Damages of Ten Thousand Dollars ($10,000) for the first violation which shall be increased by en Thousand Dollars ($10,000) for each subsquent violation ($20,000 for the second, $30,000 for the third, etc..).
17.2.    Customer Violation. If StoneEagle becomes aware of a Data Breach through the report of a Dealer or TPA or through a governmental agency, then  Marketplace Provider agrees to pay Liquidated Damages of Fifteen Thousand Dollars ($15,000) for the first violation which shall be increased by Fifteen Thousand Dollars ($15,000) for each subsquent violation.
17.3.    Public Violation. If  a Data Breach is publicized through a public report or automotive finance industry (through no election of StoneEagle) (e.g. Automotive News, Bobit publications or similar reports on it)  then  Marketplace Provider (in addition to any applicable above) agrees to pay Liquidated Damages of One Million Dollars  ($1,000,000) for each violation.
17.4.    Generally. The parties intend that the Liquidated Damages constitute compensation, and not a penalty. The parties acknowledge and agree that the  harm caused by a Marketplace Provider breach of Sections 9.1 or Section 10 would be impossible or very difficult to accurately estimate due to the damage of goodwill of StoneEagle, reputation to its users, and other possible harms and liabilities incurred  and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from a Marketplace Provider breach of Sections 9.1 or Section 10. The Marketplace Provider payment of the Liquidated Damages and remediation of the breach is the only way to avoid StoneEagle's immediate termination of this Agreement. 

18.LIMITATION OF LIABILITY.

18.1.    Dollar Cap. STONEEAGLE’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES BY MARKETPLACE PROVIDER IN THE PRIOR TWELVE MONTHS FOR THE ITEMS RELATED TO THE EVENT.
18.2.    Exclusion of Consequential Damages. IN NO EVENT WILL STONEEAGLE BE LIABLE TO MARKETPLACE PROVIDER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
18.3.    Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF STONEEAGLE IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF MARKETPLACE PROVIDER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section StoneEagle’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, StoneEagle’s liability limits and other rights set forth in this Section apply likewise to StoneEagle’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

19.  Term & Termination.

19.1.    Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue until terminated by the parties.  
19.2.    Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice. Such notice will specify in detail the nature of the breach and will be effective in 30 days, or more if specified in the notice, unless the other party first cures the breach.
19.3.    Termination for Convenience. Either party may terminate this Agreement for convenience with a 60 days, or more if specified in the notice, written notice (email sufficient if acknowledged).
19.4.    Effects of Termination. Upon termination of this Agreement, Marketplace Provider will cease all use of the StoneEagleSystem and Marketplaces and delete, destroy, or return all copies of the documentation and Confidential Information in its possession or control. The provisions of this Agreement that must survive to fulfill its essential purpose shall survive. StoneEagle may notify current users of StoneEagle system of such removal.

20.MISCELLANEOUS.

20.1.    Independent Contractors. 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.
20.2.    Notices. StoneEagle may send notices pursuant to this Agreement to Marketplace Provider’s email contact points provided by Marketplace Provider, and such notices will be deemed received 72 hours after they are sent. Marketplace 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 72 hours after they are sent.
20.3.    Force Majeure. 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.
20.4.    Assignment & Successors. Marketplace 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.
20.5.    Severability. 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.
20.6.    No Waiver. 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.
20.7.    Choice of Law & Jurisdiction: 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.
20.8.    Construction. 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.
20.9.    Entire Agreement. 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.
20.10.    Amendment. This Agreement may be updated from time to time by updates on this website. 
20.11.    Counterparts. The Parties expressly acknowledge and agree that this Agreement may be validly executed by the signature of the Enrollment Form the Parties acknowledge and agree that the executed Enrollment From would qualify as valid evidence between the Parties regarding this Agreement.