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MARKETPLACE USER TERMS
Last updated September 20, 2023
END USER TERMS
These End User Terms (these “End User 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 marketplace user (“End User”) who has signed a certain Consent Form which references this Agreement. This Agreement is effective as of the date of the Consent Form (the “Effective Date”).
1. Installation. The Marketplace provides access to Apps which are available as (i) plug-ins to StoneEagle’s current software and (ii) an online directory and marketplace of downloadable software applications on the Marketplace. In each case the App interoperates with StoneEagle products and services (the “Software”) as further described on the Marketplace, in Software or in the App. For clarity, Apps may be subject to other terms, including any terms that are presented on the Marketplace site, or during the installation process and may require consent to share certain data (the “App Terms”). The End User agrees to comply with the App Terms. To the extent of any conflict or inconsistency between those App Terms and these End User Terms, these End User Terms control. Any support for each App is solely as set forth in any applicable App Terms.
2. Registration. End User may need to have a subscription to the Software and register to use all or part of the Marketplace or an Application. StoneEagle may require additional terms in use of the Marketplace. The Application will have additional terms by the seller of the Application.
3. Rules of Conduct. In connection with the Marketplace or App, the End User shall not (and not allow any third party to):
a. Gain unauthorized access to the Marketplace or the servers or networks used to make the Marketplace or Apps available, including by hacking or defacing any portion of the Marketplace; or violate any requirement, procedure or policy of such servers or networks.
b. Interfere with or disrupt the integrity of any information, data, content or other materials available in or through the Marketplace or App.
c. Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the App or Marketplace.
d. Frame or mirror any portion of the Marketplace or App, or otherwise incorporate any portion of the Marketplace or App, except as expressly authorized.
e. Systematically download and store any information, data, content or other materials available in or through the Marketplace or App, except as expressly authorized.
f. 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 App or reproduce or circumvent the navigational structure or presentation of the Marketplace or App, without express prior written consent.
4. 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. THE MARKETPLACE AND APPS AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU 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 HOSTING PROVIDERS OR APPS OR THE MARKETPLACE. 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, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, TOGETHER WITH STONEEAGLE, AND ITS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, THE “STONEEAGLE AFFILIATED PARTIES”). While StoneEagle tries to maintain the timeliness, integrity and security of the Marketplace and reviews the Apps, it does not guarantee that any Marketplace site or Apps is or will remain updated, complete, correct or secure, or that access to any Apps or the Marketplace will be uninterrupted. The Apps may include inaccuracies, errors and materials that violate or conflict with other terms. Third parties may also make unauthorized alterations to the Apps without StoneEagle’s knowledge.
5. 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 END USERS 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) END USERS 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.
6. Indemnification. To the maximum extent permitted under applicable law, End User 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: (a) End User use of, or activities in connection with, the Apps (including all Submissions), and/or (b) any violation or alleged violation of the End User Terms by End User (each, a “Claim Against StoneEagle”); and End User 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 End User in writing of, a Claim Against StoneEagle, provided the applicable StoneEagle Affiliated Party (i) promptly gives End User written notice of the Claim Against StoneEagle, (ii) gives End User sole control of the defense and settlement of the Claim Against StoneEagle (except that End User may not settle any Claim Against StoneEagle unless it unconditionally releases each applicable StoneEagle Affiliated Party of all liability), and (iii) gives End User reasonable assistance, at End User expense.
7. Term. This End User Agreement will continue until terminated. StoneEagle may terminate or suspend End User use of any App or the Marketplace at any time and without prior notice. StoneEagle may deactivate or delete End User login credentials and account, and all associated information, data, content or other materials, without any obligation to provide further access to those materials.
8. Payments. StoneEagle may make available the ability to purchase or otherwise obtain certain Apps through Marketplace through direct payments or by credit card.
9. Use of Marketplace. Subject to the terms of the End User Terms, the StoneEagle Party hereby grants to End User a non-exclusive, non-transferable, limited right (without the right to authorize any third party) to use Marketplace, as made available by StoneEagle to End User, solely in accordance with any applicable documentation. For clarity, no rights are granted under the End User Terms with respect to any Apps.
10. Aggregated Data. Without limiting StoneEagle’s rights under any other agreements, End Users use of an App may be collected by StoneEagle and shared with the provider of that App, including to enable such App provider to monitor usage of, enforce usage limitations of, and improve and tailor such App. Such data or other information may include aggregated usage information.
a. 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.
b. Notices. StoneEagle may send notices pursuant to this Agreement to End User’s email contact points provided by End User, and such notices will be deemed received 72 hours after they are sent. End User may send notices pursuant to this Agreement via email firstname.lastname@example.org and copy email@example.com and such notices will be deemed received 72 hours after they are sent.
c. 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.
d. Assignment & Successors. End User 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. 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.
f. 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.
g. 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.
h. 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.
i. 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.
j. Amendment. 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.