Terms of Service - Empire Asset Finance

These TERMS OF USE (this “Agreement”) are agreed to between Empire Asset Finance, LLC, a Delaware limited liability company, (“Empire”, “we”, “us”, or “our”) and you (as “User”, “you” or “your”) and govern your use of and access to any website, mobile website, mobile application, or other digital system owned by and/or operated for Empire (collectively, the “Platform”) in connection with Empire’s delivery of lending, leasing and other services (collectively, the “Services”).

Before becoming a User, and before accessing or using the Platform, you are required to agree to the terms of this Agreement. This Agreement is the complete and exclusive agreement between you and Empire regarding your access to and use of the Platform and supersedes any oral or written proposal, unsigned agreements or other communication between you and Empire regarding your access to and use of the Platform; provided, however, specific portions of the Platform, or aspects of the Services, may be governed by additional terms, which will govern in the event of a conflict between the terms of this Agreement and such additional terms to the extent of such conflict.

PLEASE CAREFULLY READ THIS AGREEMENT. BY DOWNLOADING, ACCESSING, OR USING THE PLATFORM, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, ACCESS, OR USE THE PLATFORM OR CLICK THAT YOU ACCEPT OR AGREE TO THESE TERMS.

IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, EMPIRE IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM AND YOU MUST NOT ACCESS OR USE THE PLATFORM OR ASSOCIATED SERVICES.

THESE TERMS CONTAIN AN ARBITRATION PROVISION, WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND PROVISIONS THAT LIMIT EMPIRE’S LIABILITY TO YOU.

1. Term

This Agreement is entered into as of the earlier of the date you first download, access, or use the Platform or associated Services and will continue in effect until terminated as set forth herein.

2. Eligibility

The Platform is intended for use by individuals 18 years of age and older. Additionally, to access and use the Platform or particular Services, other eligibility requirements may apply, and you may need to fulfill certain other legal obligations specific to your jurisdiction. Empire makes no representation that the Platform or any Service is appropriate or available for use in all jurisdictions. Accessing any part of the Platform is prohibited from any jurisdictions where access to or use of the Platform is prohibited.

3. Accounts and Conduct

3.1 Account Creation and Responsibility

In order to access certain Services, you may be required to establish an account on the Platform (an “Account”). Approval of your request to establish an Account will be at the sole discretion of Empire. Each Account and the User identification and password for each Account (the “Account ID”) is for your sole use and may only be used by you. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; and (b) use an Account ID that Empire, in its sole discretion, deems offensive, unacceptable, contrary to community standards, defamatory or in violation of Empire’s policies. You may not distribute or transfer your Account or Account ID or provide a third-party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform through your Account. All transactions completed through your Account or under your Account ID will be deemed to have been authorized and completed by you. You will ensure the security and confidentiality of your Account ID and will notify Empire immediately if any Account or Account ID is lost, stolen, improperly accessed, or otherwise compromised.

3.2 Registration Information

In connection with establishing an Account or accessing or applying for particular Platform features or Services, you will be required to provide certain information about yourself (“Registration Information”). Registration Information may include information about your financial transactions and experiences and other sensitive non-public information. You represent, warrant, and agree that: (1) all Registration Information you provide will be complete, accurate, and current; (2) you shall maintain and promptly update your Registration Information to keep it accurate and current; and (3) you have full right, power, and authority to provide such Registration Information to us. Empire may require that you verify your identity before accessing or using certain Services. You authorize Empire and its agents to make such investigative inquiries and request such third-party reports as it deems necessary to verify your identity.

3.3 Fees

Platform fees, if any, will vary by feature and Service. Except as otherwise provided by law, Platform fees are subject to change without notice at any time and you are responsible for reviewing and understanding applicable fees by reviewing the applicable terms prior to engaging in Platform activity. You will be responsible for any and all use, sales, and other taxes imposed on your access to and use of the Platform.

3.4 Your Content

You are solely responsible for all Content (as defined below) that you provide, upload, submit, post to, make available, or generate through access to or use of the Platform including by connecting or communicating with other Users (“Your Content”), whether through an Account or otherwise, including any Registration Information. Your responsibility for Your Content extends to resolving any disputes that may arise between you and any other User because of Your Content. By providing, uploading, submitting, posting, making available, or generating Your Content, you grant Empire and its authorized representatives and contractors a perpetual and non-exclusive right and license to use, process, store transmit, and disclose Your Content (a) to provide the Services and fulfill other obligations described in this Agreement and (b) to further develop and provide services for Empire customers. You agree to allow us, if we elect in our sole discretion, to provide Your Content to third parties in connection with identity verification measures, described above, or to activate or validate your access to the Platform. You represent, warrant, and covenant that Your Content: (a) does not violate this Agreement or any applicable law which is now in effect or may hereinafter be enacted; (b) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy or the rights of any third party; (c) does not constitute an infringement or misappropriation of the IPR (as defined below) or other rights of any third-party; (d) is not an advertisement or solicitation of funds, goods, or services; (e) is not false, misleading, or inaccurate; or (f) could not be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement. Empire is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of Your Content. You agree that you have all right, title, interest and consent in Your Content necessary to allow Empire to use Your Content for the purposes for which you provide Your Content to Empire. For more information on rights and obligations relating to Your Content, see our Privacy Policy located at Privacy Policy (“Privacy Policy”).

3.5 Your Conduct

You agree not to harass, advocate harassment, or to engage in any conduct that is abusive or harmful to any other person or illegal under applicable law. We reserve the right, but are not obligated, to investigate and/ or prohibit any conduct, or remove or refuse to post any Content (including Your Content), that we deem in our sole discretion to be unlawful, in breach of this Agreement, violative of the rights of others, or otherwise offensive to you, the Platform, other Users, our rights, or any other person or that may be harmful to others, our operations, or reputation. We assume no liability and shall not be liable directly or indirectly for any action or inaction with respect to your conduct, communication, transactions, or Content. Additionally, we may disclose any Content or electronic communication of any kind: (i) to satisfy any law or request by a governmental authority; (ii) if such disclosure is necessary or appropriate to operate the Platform; (iii) to protect our rights or property, our Users and customers, you, or any other person; or (iv) if, in our sole discretion, such Content or electronic communication should be referred to law enforcement or other government authorities. Furthermore, in addition to removing any of Your Content, Empire hereby reserves the right to suspend and/or remove you from the Platform as described in Section 6.

3.6 Compliance Verification

Upon the request of Empire or its designee, you agree to promptly provide to Empire a certificate that provides such information as Empire may request regarding your installation and use of the Platform and related materials in order to allow Empire to verify compliance with this Agreement. You agree to create, retain and provide to Empire and its auditors accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that your use of the Platform and related materials is and has been in compliance with this Agreement, including, without limitation, all of Empire’s applicable licensing and pricing terms, and compliance with Empire’s IPR (as defined below). You agree to run scripts and tools requested by Empire and to report the results thereof to Empire as part of such verification. Upon reasonable notice, Empire or its designee shall be entitled to verify your compliance with the terms of this Agreement for all environments in which you or anyone acting on your behalf uses or installs the Platform software or related materials. In such verification, you will give Empire access to your equipment, including the right to inspect all copies of the Platform and related materials in your possession or use. Empire or its designee may use an independent auditor to assist with such verification, provided Empire has a written confidentiality agreement in place with such auditor.

4. Access

4.1 To the Platform

Subject to your compliance with this Agreement and satisfaction of associated eligibility criteria, Empire will permit you to access and use the Platform solely for lawful purposes in accordance with the terms of this Agreement and any other agreement with us you agree to before being given access to any specific areas of the Platform or particular Services.

4.2 To Content

Unless otherwise noted on the Platform, other than Your Content, all Content available through the Platform (“Platform Content” or “Content”) is owned by Empire, the Users providing that Content, or Empire’s other Content providers. Subject to your compliance with this Agreement, you may access the Platform Content solely for your own purposes in connection with your own use of the Platform. You shall not, and shall not permit any third-party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, convey, lend, loan, lease, license, sublicense, gift, or transfer any Platform Content; or (c) alter, modify, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Platform Content. Except as expressly described in this Agreement or as required by applicable law, Empire has not verified the accuracy of, and shall not be responsible for any errors or omissions in, any Platform Content. Without limiting the foregoing, Empire shall not be held liable to you or any other third-party for any Platform Content (or any other Content, including Your Content) under any law which is now in effect or may hereafter be enacted, including the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Agreement, you are granted no licenses or rights in or to any Platform Content, or any IPR (as defined below) therein or related thereto.

4.3 To Services

Access to certain features of the Platform or particular Services may require you to agree to meet additional eligibility criteria and to enter into additional terms governing such additional features or Services. In the event of a conflict between the terms of this Agreement and such additional Platform or Service terms, such additional terms shall control to the extent of the conflict.

4.4 To Third-Party Sites

The Platform may contain links to third-party sites that are not under the control of Empire. Unless otherwise noted, any other site or application accessed from the Platform is independent from us, and we have no control over and are not responsible for its content. Links to third-party websites or applications are provided for your convenience only and you access them solely at your own risk. You acknowledge and agree that Empire shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. Your access and use of the third-party sites and applications are governed by the terms of use and privacy policies of these third-party sites.

4.5 To Third-Party Services

The Platform may also provide you with the option, and use of certain Platform features which may require you, to obtain access to services, content, functionality, software and other things developed, provided, or maintained by third party service providers (collectively, “Third Party Services”). All Third Party Services are provided by third parties and are not under the direction or control of Empire. You acknowledge and agree that Empire shall not be liable or responsible, directly or indirectly, for your access to or use of any Third Party Services, including any damages, losses, liabilities, failures, or problems caused by, related to, or arising from any Third Party Services. Your use of and access to any Third Party Services is solely between you and the third party provider of the Third Party Services. Your access to and use of any Third Party Services is subject to any additional terms, conditions, agreements, or privacy policies provided or entered into in connection with the Third Party Services (each, a “Third Party Agreement”). The terms of any Third Party Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Agreement but will not otherwise apply to your access to or use of the Platform. Except as set forth in this Agreement, in the event of a conflict between the terms of this Agreement and a Third Party Agreement, the terms of the Third Party Agreement shall control with respect to your access to and use of any Third Party Services provided under that Third Party Agreement to the extent of such conflict. This Agreement will continue to control in all other respects.

5. Termination

This Agreement may be terminated by Empire at any time, with or without notice to you except as required by applicable law. You may terminate this Agreement by discontinuing use of the Platform and all associated Services (including deleting any Platform copies or other materials in your possession), provided you also have paid all fees or other amounts owed to Empire under this Agreement or other agreements. Upon termination of this Agreement for any reason: (1) all rights granted to you under this Agreement shall terminate; (2) you will immediately cease all use of and access to the Platform and all Services, including Your Content and any Platform Content you obtained prior to termination; (3) your outstanding obligations under this Agreement and any Service terms shall survive; and (4) Empire may, in its sole discretion, delete your Account or Your Content at any time. Sections 3 (Accounts and Conduct), 4 (Access), 5 (Termination), 7 (Platform Technology), 8 (Ownership), 9 (Additional Mobile Application Terms), 10 (Feedback), 12 (Additional Representations and Warranties), 13 (Disclaimers), 14 (Indemnity), 15 (Limitation on Liability), 16 (Data Privacy), 17 (Telecommunications Consent), 18 (Claims of Infringement), 19 (Force Majeure), 20 (Arbitration), 21 (Governing Law and Venue), 22 (Notices), 23 (Interpretation) and 25 (Additional Terms) will survive any expiration or termination of this Agreement, as will any other provisions that give rise to a party’s ongoing obligations. Notwithstanding anything to the contrary elsewhere in this Agreement, Empire may terminate this Agreement and any of your rights hereunder immediately if it has the right to suspend activity under Section 6 hereof.

6. Suspension

Without limiting Empire’s right to terminate this Agreement, Empire may also suspend your access to your Account and the Platform (including Your Content), with or without notice to you, in its sole and absolute discretion, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Empire to be inappropriate or detrimental to Empire, the Platform, or any other Empire customer or User.

For the full details of Sections 7–25 (Platform Technology, Ownership, Additional Mobile Terms, Feedback, Availability, Additional Representations and Warranties, Disclaimers, Indemnity, Limitation on Liability, Data Privacy, Telecommunications Consent, Claims of Infringement, Force Majeure, Arbitration, Governing Law and Venue, Notices, Interpretation, Modifications, and Additional Terms), please refer to the complete text above.