Harnessing artificial intelligence and machine learning, STACX automates and optimizes the entire post-closing process – reducing human error, turnaround time and cost at this critical stage of loan fulfillment.
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A critical part of every loan origination, post-closing comes with high compliance and documentation requirements. And getting it wrong can be costly, and getting it right is crucial. But with the power of automatic data extraction and document classification, STACX makes each stage of the process simpler. And smarter.
Data ingestion
STACX pulls in signed closing packages through multiple secure methods
Classification and extraction
Smart character recognition indexes, classifies and extracts key data elements from loan documents
Manage exceptions and fix anomalies
Unclassified documents or those with low confidence levels can be quickly checked, with manual corrections made easy
Validate and export
In-built, client-defined quality controls enable a final review, while an open API framework supports export to any system
E-recording ready
With integration across more than 2000 e-recording-ready counties
Reporting and analytics
Advanced reports and dashboards display file status on the go
Improve Quality
Our intelligent platform reduces manual effort while ensuring compliance needs are met
Reduce Cycle Times
Automating laborious manual tasks helps to limit human error and accelerate the process
Drive Down Costs
No CAPEX and a pay-as-you-use model make STACX the right choice
Operate 24/7
With reduced reliance on human input, your post closing process works around the clock
Enhance Experiences
Our intuitive platform streamlines the process for colleagues and customers
Receive orders and uploads product services
Send and receive comments
Hold, Resume and Cancel orders
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This Master SaaS and Services Agreement (“Agreement”) is entered into by and between Avanze Tech Labs Inc., a Delaware corporation (“Avanze”) and its affiliates, with a place of business at 4725 Sand Lake Road, Ste. 105, Orlando FL 32819 and the Subcriber to STACX SaaS Product(“Customer”). Avanze and Customer are sometimes referred to jointly as the “parties” or singularly as a “party.”
WHEREAS, Customer desires to obtain
access to the Services with respect to certain of its information technology needs; and Avanze
wishes to provide the Services to Customer, each on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual
covenants and promises set forth herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1.1.Purpose. This Agreement sets forth the terms and conditions under which Avanze agrees to provide (i) certain hosted “software as a service” (“Subscription Services”) for certain software applications (each such application together with any applicable documentation thereto, and programming and user interfaces therefor, a “Platform”) to Authorized Users, as further set forth on each order form (“Order Form”) and (ii) if applicable, all other implementation services, customization, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery, and change management (“Professional Services” together with Subscription Services, the “Services”) related to Customer’s access to, and use of, such Subscription Services and each Platform, as further set forth on each statement of services (“Statement of Work”)issued hereunder (Order Forms and Statements of Professional Services are sometimes referred to jointly as a “Statement of Services”).
1.2. The Services: Access and Use License. Subject to the terms and conditions of this Agreement, during the Term, Avanze shall use commercially reasonable efforts to provide (i) Customer and Authorized Users access to each Platform, and (ii) Customer the Professional Services. Subject to the terms and conditions of this Agreement, during the Term, Avanze hereby grants Customer and Authorized Users a non-exclusive, non-sublicensable, non-transferable, worldwide license to access and use each Platform, solely for internal business purposes as set forth herein
1.3. Subscription Services.Each applicable Order Form shall specify and further describe the Subscription Services to be provided in accordance with the representations and warranties set forth herein, and shall identify, each applicable Platform, user limitations, fees, subscription term and other applicable terms and conditions
1.4. Professional Services. Each applicable Statement of Work shall specify and further describe the Professional Services to be provided in accordance with the representations and warranties set forth herein, and may, but need not, include, the Professional Services offered, limitations, milestones, fees, term and other applicable terms and conditions.
1.5. Changes to Platform. Avanze may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Avanze’s products or services to its customers, (b) the competitive strength of, or market for, Avanze’s products or services, (c) such Platform’s cost efficiency or performance, or (ii) to comply with applicable law.
2.1.Administrative Users. During the configuration and set-up process for each Platform, Customer will identify an administrative user name and password for Customer’s Avanze account. Avanze reserves the right to refuse registration of, or cancel user names and passwords it deems inappropriate
2.2. Authorized Users. Customer may allow such number of Customer’s employees and/or independent contractors as is indicated on an Order Form to use the applicable Platform on behalf of Customer as “CustomerbUsers.” Additionally, if applicable to a Platform, Customer may allow such number of designees (“Vendor Users” and together with Customer Users, “Authorized Users”) and, subject to Avanze’s then-current Vendor Terms of Use, of its vendors (“Vendors”) as is indicated on an Order Form, and their personnel, to access each Platform in connection with such Vendor’s activity with Customer through such Platform. Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users replacing former Authorized Users who no longer require ongoing use of the applicable Platform.
2.3.Authorized User Conditions to Use. As a condition to access and use of a Platform, (i) each Authorized User shall agree to abide by the terms of Avanze’s end-user terms of use which it may adopt from time to time, (ii) Customer Users shall agree to abide by the terms of this Agreement, or a subset hereof, and (iii) Vendor Users shall agree to abide by the terms of the then-current Avanze Vendor Terms of Service applicable to such Platform, and, in each case, Customer shall ensure such compliance. Customer shall immediately notify Avanze of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation and shall be liable for any breach of the foregoing agreements by any Authorized User.
2.4.Account Responsibility. Customer will be responsible for (i) all uses of any account that Customer has access to, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use, and (ii) securing its Avanze account, passwords (including but not limited to administrative and user passwords) and files. Avanze is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords.
3.1.Software Restrictions. Customer will not, nor permit or encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to a Platform or any software, documentation or data related to a Platform (“Software”); (ii) modify, translate, or create derivative works based on a Platform or any Software; (iii) use a Platform or any Software for timesharing or service bureau purposes or other computer service to a third party; (iv) modify, remove or obstruct any proprietary notices or labels; or (v) use any Software or a Platform in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with such Software or Platform. For the avoidance of doubt, Software and the Services, including all user-visible aspects of the Services, are the Confidential Information of Avanze, and Customer will comply with Section 4 with respect thereto.
3.2.Customer Compliance. Customer shall use, and will ensure that all Authorized Users use, each Platform, Software, and the Services in full compliance with this Agreement, Avanze’s end-user terms of use and all applicable laws and regulations. Customer represents and warrants that it (i) has accessed and reviewed any terms of use or other policies relating to a Platform provided by Avanze, (ii) understands the requirements thereof, and (iii) agrees to comply therewith. Avanze may suspend Customer’s account and access to each Platform and performance of the Services at any time and without notice if Avanze believes that Customer is in violation of this Agreement. Although Avanze has no obligation to monitor Customer’s use of a Platform, Avanze may do so and may prohibit any use it believes may be (or alleged to be) in violation of the foregoing.
3.3.Cooperation. Customer shall provide all cooperation and assistance as Avanze may reasonably request to enable Avanze to exercise its rights and perform its obligations under, and in connection with, this Agreement, including providing Avanze with such access to Customer’s premises and its information technology infrastructure as is necessary for Avanze to perform the Services in accordance with this Agreement.
3.4.Training and Education. Customer shall use commercially reasonable efforts to cause Customer Users to be, at all times, educated and trained in the proper use and operation each Platform such Customer Users utilize, and to ensure that each Platform is used in accordance with applicable manuals, instructions, specifications and documentation provided by Avanze from time to time.
3.5.Customer Systems.Customer shall be responsible for obtaining and maintaining—both the functionality and security of—any equipment and ancillary services needed to connect to, access or otherwise use each Platform, including modems, hardware, servers, software, operating systems, networking, web servers and the like.
3.6.Restrictions on Export.Customer may not remove or export from the United States or allow the export or reexport of the Software or anything related to a Platform, Software or Services, or any direct product thereof in violation of any restrictions, laws or regulations of any United States or foreign agency or authority.
3.7.DFARS. Software,each Platform and the Services and any documentation provided by Avanze are deemed to be “commercial computer software” and “commercial computer software documentation” pursuant to Defense Federal Acquisition Regulation Supplement, codified under Chapter 2 of Title 48, United States Code of Federal Regulations, Section 227.7202, and Federal Acquisition Regulation, codified in Title 48 of
the United States Code of Federal Regulations, Section 12.12. Any use, modification, reproduction, release, performance, display, or disclosure of the Software or documentation by the United States Government is governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement.
4.1.Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has been, and may be, exposed to or acquired business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information”). Confidential Information of Avanze includes non-public information regarding features, functionality and performance of each Platform and Software. Confidential Information of Customer includes non-public data provided by Customer to Avanze to enable the provision of access to, and use of, the Services as well as all content, data and information recorded and stored by each Platform for Customer (“Customer Data”), but explicitly excludes Vendor Information (defined below). The terms and conditions of this Agreement, including all pricing and related metrics, are Avanze’s Confidential Information.
4.2.Exceptions. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party.
4.3.Non-use and Non-disclosure.With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Confidential Information to any third party, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this Agreement.
4.4.Compelled Disclosure. Notwithstanding Section 4.3, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however that the Receiving Party delivers reasonable advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part.
4.5.Remedies for Breach of Obligation of Confidentiality. The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages.
5.1.Ownership. Customer shall own all right, title and interest in and to the Customer Data. Avanze shall own and retain all right, title and interest in and to (i) each Platform, Software and the Services and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, “Services IP”). To the extent Customer acquires any right, title or interest in any Services IP, Customer hereby assigns all of its right, title and interest in such Services IP to Avanze.
5.2.Customer Data and Vendor Information License. Customer hereby grants to Avanze a non-exclusive, transferable, sublicensable, worldwide and royalty-free license to use and otherwise exploit (i) Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve a Platform, Software and the Services, both during and after the Term, and (ii) Vendor Information for any lawful purpose. “Vendor Information” means any Vendor list or Vendor contact information that is provided to Avanze by Customer or uploaded to any Platform by or on behalf of Customer. For the avoidance of doubt, Avanze may use, reproduce and disclose Platform-, Software- and Services-related information, data and material that is anonymized, deidentified, or otherwise rendered not reasonably associated or linked to Customer or any other identifiable individual person or entity for product improvement and other lawful purposes, all of which information, data and material will be owned by Avanze. It is Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through Avanze or any Platform following the expiration or termination of this Agreement.
5.3.No Other Rights. No rights or licenses are granted except as expressly set forth herein.
6.1.Fees. Customer will pay Avanze the then-applicable fees described in an Order Form or Statement of Work, as applicable, in accordance with the terms set forth therein (“Fees”), including, for the avoidance of doubt, any fees incurred through Customer’s use of a Platform exceeding a services capacity parameter specified on an Order Form.
6.2.Renewal Fees. Upon the commencement of each Renewal Term, (i) Customer shall be liable to Avanze for payment of a Renewal Fee. Customer hereby consents to Avanze charging any such Renewal Fee to the credit card, or other payment method, associated with Customer’s account without need to provide any further notice or receive any further consent. Each “Renewal Fee” shall equal the Service Fee or Renewal Fee, as applicable,
due to Avanze during previous term as may be increased in Avanze’s sole discretion by a percentage up to the Fee Increase Percentage specified on the applicable Order Form; provided, if the Initial Term was greater than one (1) year, for purposes of calculating the initial Renewal Fee the Service Fee shall be prorated to one (1) year. Notwithstanding the foregoing, if Customer is not liable to Avanze for a Service Fee under an Order Form, no Renewal Fees shall be charged to Customer with respect to such Order Form.
6.3.Reimbursable Expenses. In addition to the Fees, if applicable, Customer shall reimburse Avanze for reasonable out-of-pocket expenses incurred by Avanze in connection with performing the Professional Services.
6.4.Payment. Avanze may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Avanze thirty (30) days after the mailing date of the invoice (unless otherwise specified on the applicable Order Form). Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. In addition to any other remedies available, Avanze may suspend Services in the event of payment delinquency.
6.5.Payment Disputes and Refunds. If Customer believes that Avanze has billed Customer incorrectly, Customer must contact Avanze no later than thirty (30) days after the closing date on the first billing statement in which the believed error or problem appeared to receive an adjustment or credit if deemed accurate. Services provided may first be reviewed for specific remedy measures before any credit is issued. Inquiries should be directed to Avanze’s customer support department or the applicable Account Manager.
6.6.Taxes. Customer shall pay, and shall be labile for, all taxes relating to Avanze’s provision of the Services hereunder. Avanze shall pay, and shall be liable for, taxes based on its net income or capital.
6.7.No Deductions or Setoffs. All amounts payable to Avanze hereunder shall be paid by Customer to Avanze in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law.
6.8.Subpoena Expenses. If Avanze must provide information in response to a subpoena related to Customer’s account, then Avanze may charge Customer for Avanze’s costs. Such charges may include fees for attorney and employee time spent retrieving records, preparing documents, and participating in depositions or other legal process as well as other costs incurred in complying with such legal processes.
7.1. Term. This Agreement shall remain in effect until its termination as provided below (the “Term”). The term of each Statement of Services shall begin on the applicable “Services Effective Date” and continue for the “Service Term,” in each case as specified in such Statement of Services. Each Order Form shall renew for additional (i) one year periods if the Service Term is equal to or greater than one (1) year, or (ii) periods equal to the Service Term if the Service Term is less than one (1) year (each, a “Renewal Term”), unless written notice of non-renewal is received by the other party at least sixty (60) days, but not less than thirty (30) days, prior to the expiration of the then current term.
7.2.Termination. Avanze may terminate this Agreement upon written notice to Customer if no Statement of Services is in effect. In addition to any other remedies it may have, either party may also terminate this Agreement upon written notice if the other party fails to pay any amount when due or otherwise materially breaches this Agreement and fails to cure such breach within thirty (30) days or as agreed upon by both parties after receipt of written notice of such breach from the non-breaching party. Notwithstanding the foregoing, if Customer is a state agency or a political subdivision of a state, or a federal agency or a political subdivision of the federal government, Customer may terminate this Agreement at any time (i) for convenience upon ninety (90) days’ written notice to Avanze, or (ii) if adequate funds to pay Avanze all fees owed hereunder are not appropriated to such Customer during the Term, unless otherwise authorized by law; provided, it is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience, substation for another procurement system or solution, or to circumvent the requirements of this Agreement in any way.
7.3.Effect of Termination. Upon termination of the Agreement, each outstanding Statement of Services, if any, shall terminate and Customer shall immediately cease all use of, and all access to, the Subscription Services and Avanze shall immediately cease providing the Professional Services. If (i) Avanze terminates this Agreement pursuant to the second sentence of Section 7.2, or (ii) Customer terminates this Agreement pursuant to clause (i) of the last sentence of Section 7.2, all Fees that would have become payable had each outstanding Statement of Service remained in effect until expiration of its current term will become immediately due and payable. Survival. Sections [3.1, 4–6, 7.2, 7.3, and 9–17] shall survive any termination or expiration of this Agreement. All other rights and obligations shall be of no further force or effect.
8.1. Warranties. Avanze represents and warrants that it will perform the Professional Services in a professional and workmanlike manner. Each party represents and warrants that it has the legal power to enter into this Agreement. Additionally, Customer warrants that (i) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by a Platform and the Services; (ii) the provision and use of Customer Data as contemplated by this Agreement and each Platform and the Services does not and shall not violate any Customer’s privacy policy, terms of use or other agreement to which Customer is a party or any law or regulation to which Customer is subject to; and (iii) no Customer Data will include social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act.
EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A STATEMENT OF SERVICE, AVANZE DOES NOT WARRANT THAT ACCESS TO THE PLATFORMS, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES AVANZE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, AVANZE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES PROVIDED BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR SUPPORTING A PLATFORM, INCLUDING HOSTING AND MAINTENANCE SERVICES, AND ANY CLAIM OF CUSTOMER ARISING FROM OR RELATING TO SUCH SERVICES SHALL, AS BETWEEN AVANZE AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. THE PLATFORMS, SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND AVANZE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Avanze will defend Customer against any claim, suit, demand, or action made or brought against Customer by a third party alleging that the Services, or Customer’s use or access thereof in accordance with this Agreement, infringes any intellectual property rights of such third party, and will indemnify and hold harmless Customer from any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) finally awarded against Customer in connection with or in settlement of any such claim, suit, demand, or action. The foregoing obligations do not apply with respect to portions or components of any Platform or Service (i) not supplied by Avanze, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery, or granting of access, by Avanze, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, a Platform is held by a court of competent jurisdiction to be or is believed by Avanze to be infringing, Avanze may, at its option and expense (a) replace or modify such Platform to be non-infringing provided that such modification or replacement contains substantially similar features and functionality,
(b) obtain for Customer a license to continue using such Platform, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for such Platform. This Section states Customer’s sole and exclusive remedies for claims of infringement.
IN NO EVENT SHALL (I) EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED IN THE AGGREGATE THE TOTAL FEES PAID OR OWED BY CUSTOMER AND VENDORS HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT), AND (II) EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
This Agreement is governed in all respects by the laws of the State of Texas, without giving effect to its rules relating to conflict of laws. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to this Agreement or to the rights or duties of the parties under this Agreement. Any dispute arising out of or relating to this Agreement, or its subject matter, shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Either party may send a notice to the other party of its intention to file a case with the AAA under this Section (“Arbitration Notice”). The arbitration will be conducted in Austin, Texas by a single arbitrator knowledgeable in government contracting matters and the commercial aspects of “software as a service” arrangements and intellectual property. The parties will mutually appoint an arbitrator within thirty (30) days of the Arbitration Notice. If the parties are unable to agree on an arbitrator, then the AAA will appoint an arbitrator who meets the foregoing knowledge requirements. The arbitration hearing will commence within sixty (60) days after the appointment of the arbitrator and the hearing will be completed and an award rendered in writing within sixty (60) days after the commencement of the hearing. Prior to the hearing, each party will have the right to take up to four (4) evidentiary depositions, and exchange two (2) sets of document production requests and two sets, each, of not more than ten (10) interrogatories. The arbitrator will provide detailed written explanations to the parties to support their award and regardless of outcome, each party shall pay its own costs and expenses (including attorneys’ fees) associated with the arbitration proceeding and fifty percent (50%) of the fees of the arbitrator and the AAA. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction.
Avanze may, from time to time, host and/or maintain a Platform using a third party technology service provider and Customer acknowledges that Avanze cannot offer any additional or modified procedures other than those put in place by such technology provider with respect to such technology service.
Customer agrees that Avanze may identify Customer as a customer and use Customer’s logo and trademark in Avanze’s promotional materials. Customer may request that Avanze stop doing so by submitting an email to marketing@avanzegroup.com at any time. Customer acknowledges that it may take Avanze up to 30 days to process such request. Notwithstanding anything herein to the contrary, Customer acknowledges that Avanze may disclose the existence and terms and conditions of this Agreement to its advisors, actual and potential sources of financing and to third parties for purposes of due diligence.
All notices, consents, and other communications between the parties under or regarding this Agreement must be in writing (which includes email and facsimile) and be addressed according to information provided on an Order Form. All notices, consents and other communications between the parties under a Statement of Services will be sent to the recipient’s address specified thereon. All communications will be deemed to have been received on the date actually received. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section.
Avanze is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Customer or any Authorized User.
Neither party may assign this Agreement to any third party without the prior written consent of the other; provided that no consent is required in connection with an assignment to an affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction. Avanze may sublicense any or all of its obligations hereunder. For the avoidance of doubt, a third party technology provider that provides features or functionality in connection with a Platform shall not be deemed a sublicensee under this Agreement.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement, together with Statement of Services entered into hereunder and all exhibits, annexes and addenda hereto and thereto is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has authority of any kind to bind the other party in any respect whatsoever. In the event of a conflict between this Agreement and any Statement of Services, such Statement of Services shall prevail unless otherwise expressly indicated in this Agreement or such Statement of Services. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words “hereof,” “hereby,” “herein,” “hereto,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or paragraph of this Agreement; (ii) the words “include,” “includes” or “including” are deemed to be followed by the words “without limitation;” (iii) references to a “Section” or “Exhibit” are references to a section of, or exhibit to this Agreement; and (iv) derivative forms of defined terms will have correlative meanings.
BY AGREEING/ACCEPTING THE TERMS AND CONDITIONS, CUSTOMER HAS ELECTRONICALLY EXECUTED THIS SAAS AGREEMENT
PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.
You are currently viewing a page of the Avanze Group’s web site or a related web site (the "Site") belonging to Avanze Business Solutions Inc. and/or affiliates ("Avanze"). This Site and any of the services provided by Avanze in connection with this Site (the "Services") are being provided to you expressly subject to these Terms of Use. Please read these Terms of Use carefully. By accessing this Site, you agree to be bound by these Terms of Use. The Site is intended for individuals who are at least 13 years old. If you are under the age of 13 years old, you should not be visiting this Site.
"Services" under these Terms of Use include financial services for consumers and businesses and business services offered to you directly by Avanze and additional services available to you from independent third-party service providers accessed through navigation from the Site.
The Site may contain links to Web sites controlled or offered by third parties (non-affiliates of Avanze). Avanze hereby disclaims liability for any other company's Web site content, products, privacy policies, or security. In the event you choose to use the services available at a linked site, you agree to read and adhere to the policies and terms of use applicable to that site. In addition, any advice, opinions, or recommendations provided by the linked site providers are those of the providers and not of Avanze. Your participation in any linked site, including payment for and the delivery of goods or services, is based solely on the agreement, if any, between you the linked site provider.
"Services" under these Terms of Use include financial services for consumers and businesses and business services offered to you directly by Avanze and additional services available to you from independent third-party service providers accessed through navigation from the Site.
THE SERVICES ARE OFFERED ON AN "AS IS," "WHERE IS" AND "WHERE AVAILABLE" BASIS, WITH NO WARRANTY OF ANY KIND-WHETHER EXPRESS, IMPLIED OR STATUTORY-INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DOES NOT AFFECT THOSE WARRANTIES WHICH INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
YOU ACKNOWLEDGE THAT NEITHER AVANZE, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SERVICES OR THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THE SITE, OR AS TO THE TIMELINESS, SEQUENCE, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SERVICES AND THE SITE. AVANZE DOES NOT ENDORSE PRODUCTS OR SERVICES APPEARING ON LINKED SITES OR PURCHASED VIA LINKED SITES. (THIS DOES NOT AFFECT ANY MANUFACTURER'S WARRANTIES THAT THE PROVIDERS OF THE LINKED SITES OTHERWISE OFFER.)
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD, YOU AGREE THAT AVANZE IS NOT RESPONSIBLE FOR ANY LOSS, PROPERTY DAMAGE OR BODILY INJURY, WHETHER CAUSED BY ACCESS TO OR USE OF THE SERVICES OR THE SITE. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AVANZE WILL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL, ECONOMIC OR OTHER DAMAGES ARISING IN ANY WAY OUT OF THE INSTALLATION OR USE OF THE SERVICES, THE SITE, ANY ON-LINE SERVICES OR INTERNET BROWSER SOFTWARE, INCLUDING LIABILITY ASSOCIATED WITH ANY COMPUTER VIRUSES WHICH MAY INFECT YOUR COMPUTER SYSTEM.
Avanze reserves the right to modify these Terms of Use at any time without notice, but the most current version of the Terms of Use will always be available to you by clicking on the link at the bottom of the Site. If you find the Terms of Use unacceptable at any time, you may discontinue your use of the Services. By continuing to use the Services after the date of any change to these Terms of Use, including accessing the Site, you agree to be bound by the rules contained in the most recent version of this Agreement.
The information on this site is intended as a courtesy to the website viewers and all information contained on this web site is subject to change without notice. Avanze reserves the right to modify or terminate the Services and the Site or to terminate your access to the Services and Site, in whole or in part, at any time. These Terms of Use constitute a contract between you and Avanze.
Avanze maintains this website in order to provide information about Avanze’s products and services. Avanze has tried to provide accurate and relevant information, however, the contents of this site may, at times, include various inaccuracies or errors. In order to obtain the most relevant information interested visitors should contact Avanze directly by email atinfo@avanzegroup.com
The contents of this website are subject to the copyright of Avanze and may not be duplicated or retransmitted without the express written consent of Avanze.
We understand the need to safeguard your information and records from unauthorized use and disclosure. Please see the Avanze Privacy Policy.
Unauthorized entry into the non-public areas of this website is prohibited as is the misuse of passwords. In addition, use of this website and the information contained within is strictly limited to the purposes intended, and this website may not be used for any other purpose.
You agree to defend, indemnify and hold harmless Avanze, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of your violation of these Terms of Use or misuse of the Service or this Site, including such violation or misuses conducted by your employee or agent, if applicable.
Avanze and its affiliates is a third-party service provider to certain financial institutions, and our goal is to protect the privacy of our clients and their customers. This Privacy Policy is in effect for information we collect and/or own through our website, online services, third-party providers, or applications submitted by our customers (collectively, “Information Channels”). This Privacy Policy may be updated or modified at any time and shall become effective once the Privacy Policy is made available for viewing.
Avanze maintains industry safeguards, in accordance with applicable federal and state laws and regulations, to keep your Personal Information safe and secure. When we provide Personal Information to Financial Entities, our affiliates, or third-party service providers, we require that these parties agree to process and keep the information in compliance with applicable privacy laws.
The use of your information by our business partners may be subject to that party’s own privacy notice. Unless we are permitted by law, we will not disclose the information we collect about you from consumer or credit reporting agencies, without your consent. For certain online features or services, such as those that may include Personal Information, we require the use of username/password and/or encryption technologies for the protection of your Personal Information. You are responsible for protecting your username, password, and other user account information from disclosure to third parties, and you are restricted from circumventing the use of required encryption technologies. You agree to:
(a) immediately notify us at compliance@avanzegroup.com of any unauthorized use of your username, password, and/or user account information, and/or any other breach of security;
(b) make sure that you log out from your user account at the end of each session. While we may provide certain safeguards to protect your confidential information, we do not and cannot guarantee or warrant that any information transmitted through the Internet is secure, or that such transmissions are free from delay, interruption, interception, or error.
You consent to the collection and use of your information by Avanze in compliance with this Privacy Policy by your submitting Personal Information to Avanze or using our services, unless you inform us otherwise, as allowable by law. Your available information choices are set forth below.
To perform our services, we may collect certain information from you, and third parties we engage may also collect such information to host, configure, maintaining, operating, administering, designing, and supporting our systems, and to provide services to the Financial Entities with whom you do business. We do not share your Personal Information with third parties other than as set forth in this Privacy Policy. Each Financial Entity’s privacy notice shall apply to you and your Personal Information, and you should refer to those privacy notices to understand how the Financial Entity uses and processes your Personal Information. Avanze is not responsible, nor liable, for the practices, privacy notices, and their content, of third parties, including the Financial Entities with whom we, and you, do business.Personal Information that Avanze may collect includes, but is not limited to, the following categories of information (“Personal Information”):
Like most online services, we collect standard technical, information when you use our Services, including, but not limited to unique device identifiers, internet protocol (IP) addresses, browser types, internet service providers (ISPs), the number and duration of page visits and the number of clicks. We may use cookies, which are small pieces of data stored on your device which include an anonymous unique identifier, for session purposes. We may use tracking systems for certain systems, and we recognize Do Not Track requests from internet browsers or similar devices concerning consumers, but not for Financial Institution employees acting within the scope of their employment.
We collect information primarily to provide better services to all our customers.
We are permitted by law to provide your Personal Information to various companies and individuals, without obtaining your permission. Certain laws do not allow you to restrict these disclosures. In the section below entitled, “Your Information Choices,” we share with you how to limit certain disclosures of your Personal Information. Avanze may disclose information including, but not limited to, the following situations, to affiliates and third parties, unless otherwise restricted by applicable law:
Our Site may, from time to time, contain links to and from other websites of third parties. Please note that if you follow a link to any of these websites, such websites will apply different terms to the collection and privacy of your personal data, and we do not accept any responsibility or liability for these policies. When you leave our Site, we encourage you to read the privacy policy of every website you visit.
Avanze may use your Personal Information for the following purposes, which such use cannot be limited by you:
You may choose to prevent Avanze from disclosing or using your Personal Information in the following circumstances
Updates and correctionsTo update or correct your Personal Information in our possession, please contact us as specified in this Privacy Policy. Please be advised, in those cases where we are acting as a third-party service provider to a Financial Institution, you must contact your Financial Institution to update or correct your Personal Information. (See the California Online Privacy Protection Act below for additional information.) California Residents: Under California’s “Shine the Light” law, California residents who provide certain personally identifiable information in connection with obtaining products or services for personal, family, or household use are entitled to request and obtain from us, limited to once a calendar year, information about the customer information we may have shared (if any) with other businesses for their own direct marketing uses. If applicable, this information would include the categories of customer information and the names and addresses of those businesses with which we shared customer information for the immediately prior calendar year (e.g., requests made in 2018 will receive information regarding 2017 sharing activities, if any). To obtain this information, please send an email message to compliance@avanzegroup.com with “Request for California Privacy Information” in the subject line and in the body of your email. We will provide the requested information to you at your email address in response. Please be aware that not all information sharing is covered by the “Shine the Light” requirements, and only information on covered sharing will be included in our response. California users are entitled, under California Civil Code Section 1789.3, to the following consumer rights notice: If you have a question or complaint regarding the services or products provided through our systems, please send an email to compliance@avanzegroup.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. For Nevada Residents: Nevada law allows marketing calls to existing customers even if you are listed on the national Do Not Call list; however, we do not market to consumers. Nevada law requires that we also provide you with the following contact information: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; Phone number: 702.486.3132; email: BCPINFO@ag.state.nv.us.For Oregon Residents: We will not share your Personal Information and/or Browsing Information with non-affiliated third parties for marketing purposes, except after you have been informed by us of such sharing and had an opportunity to notify us that you do not want us to disclose your Personal Information for marketing purposes.For Vermont Residents: We will not share your Personal Information and/or Browsing Information with non-affiliated third parties, except as permitted by Vermont law, such as to process your transactions or to maintain your account. We will not share information about your creditworthiness with our Affiliates except with your authorization. For joint marketing in Vermont, we will only disclose your name, contact information, and information about your transactions.
As noted above, in many instances we are acting as a third-party service provider to a Financial Institution. In those instances, we may collect certain information on behalf of such Financial Institution. During these transactions, we may collect some or all of the information on behalf of the Financial Institution that is described in the section above-titled Types of Information Collected. Your submitted information is then transferred to your Financial Institution by way of our services. The Financial Institution is solely responsible for taking action or making changes to any consumer information that is submitted through our systems. If you believe that your user information is incorrect, you must contact your Financial Institution. We generally retain the information that you submit to us for 90 days. In some instances, we may retain the information indefinitely as not otherwise restricted by law or order. If we receive a timely request from you, we can provide the information to the applicable Financial Institution that is acting on your behalf before we purge our workspace of such information. If you are receiving consumer services and have questions regarding the choices you have with regard to your personal information or how to access or correct your personal information, you should contact your Financial Institution
We may change this policy from time to time. If we make any changes to this policy, we will change the "Last Updated" date above. You agree that your continued use of our services after such changes have been published to our services will constitute your acceptance of such revised policy.
Following subscription to the newsletter, your e-mail address is used for our advertising purposes until you cancel the newsletter again. Cancellation is possible at any time. The following consent has been expressly granted by you separately, or possibly in the course of an ordering process: (I am accepting to receive newsletter from this website), you may revoke your consent at any time with future effect. If you no longer want to receive the newsletter, then unsubscribe by clicking on unsubscribe option given in the email footer.
If you have any concern about privacy or grievances with Us, please contact us with a thorough description and we will try to resolve the issue for you.
Avanze Tech Labs, Inc.
Attn: Legal Department
4725 W Sand Lake Rd, Ste 105
Orlando, FL 32819
Email: compliance@avanzegroup.com
