Terms of Service

Last Updated: July 6, 2022

Please read these Terms of Use (these "Terms") carefully. If you use or access the BlockGen Corp., a Delaware corporation, dba LoanPASS or our affiliates’ ("LoanPASS" or "we" or "us") products, services, or content, through our software such as “LoanPASS” (“Software”), our websites, or otherwise (collectively, the "LoanPASS Services"), you agree to be bound by these Terms. If you do not agree to these Terms, do not use the LoanPASS Services. We may update or modify these Terms from time to time and will post them and update the date. By accessing or using the LoanPASS Services thereafter, you agree to be bound by such updated Terms. If you do not agree, you should not continue to use the LoanPASS Services.

User Obligations

When using the LoanPASS Services you agree to: (1) provide accurate information to us at all times and promptly update any information provided, including your profile or any other LoanPASS account information; (2) keep your access credentials confidential and secure and to promptly notify us if they are compromised; and (3) promptly update any compromised credentials to new credentials and take other steps that you or we may deem necessary to protect your account.

You are responsible for any inaccurate information you provide in connection with the LoanPASS Services and any actions taken under your LoanPASS account credentials, regardless of whether such actions are taken by you or a third party. We are not liable for any loss or damage arising from any unauthorized use of your account.

Qualifications

You represent and warrant that you meet the following qualifications to use the LoanPASS Services: (1) if you are an individual person, that you are at least 18 years of age and a resident of the United States of America; (2) if you are an organization, that you are validly organized under applicable United States law and the person completing this registration is authorized to enter into contracts on the entity's behalf; and (3) you are able to form legally binding contracts under applicable law.

User Content

As between you and us, all User Content (as defined herein) is your (or the entity that employs you) sole and exclusive property and you are responsible for it. "User Content" consists of any information, content, or material that you upload, post, or transmit using the LoanPASS Services. We may use and retain the User Content to provide the LoanPASS Services to you and comply with applicable law and our data retention policies. We may also aggregate User Content with other user content in such a way that it will not identify you and we may use that aggregated User Content to develop and improve LoanPASS Services. Except as otherwise provided in these Terms, a Customer Agreement (as defined herein), or the LoanPASS Privacy Policy, we will not use the User Content. “Customer Agreement” means an agreement between LoanPASS and a third party regarding its and your use of the LoanPASS Services.

In addition, we may use or disclose any information that we reasonably believe is necessary to: (1) satisfy legal requirements or governmental requests; (2) enforce or investigate violations of these Terms; (3) detect, prevent, or otherwise address fraud, security, or technical issues; (4) respond to your support requests; (5) protect the rights, property, or safety of LoanPASS, our users, or the public.

User Prohibitions

With regard to your use of the LoanPASS Services, you agree not to engage in any of the following activities and that doing so is a breach of these Terms:

Privacy

We use and protect your information and maintain the security of the LoanPASS Services in accordance with the LoanPASS Privacy Policy, which is incorporated by reference and located at www.loanpass.io/privacypolicy.

Use of LoanPASS Services; Limited License

For users of the Software, LoanPASS grants you a limited, revocable, non-sublicensable license to access and use the LoanPASS Services and all content, data, information, and materials included in the LoanPASS Services (the "LoanPASS Materials") solely for your internal business use, subject to the terms and conditions set forth in these Terms or a Customer Agreement. All other rights are reserved by LoanPASS. You agree that you will not modify, copy, distribute, resell, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, or use the LoanPASS Services or LoanPASS Materials except as explicitly authorized in these Terms or a Customer Agreement. You will not use the LoanPASS Services or any of the LoanPASS Materials other than for their intended purpose or in any way that is unlawful or harms us or any third party.

Without limiting the foregoing, you may not engage or attempt to engage in the practices of "screen scraping," "database scraping," "data mining" or any other activity with the purpose of obtaining lists of users or other information from the LoanPASS Services or that uses web "bots" or similar data gathering or extraction methods, or knowingly permit use of your access credentials by another party to do so. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the LoanPASS Services.

Third Party Services

When you use the LoanPASS Services, you may also be using the services of one or more third parties, such as a wireless carrier or internet provider services. Your use of these third-party services may be subject to the separate policies, terms of use, and fees of these third parties.

Submissions

You agree that any comments, suggestions, ideas, or other information regarding us or the LoanPASS Services that you provide to us, whether in email, feedback forms, or other submission format, shall belong exclusively to us, without acknowledgement or compensation to you.

Updates to LoanPASS Services

LoanPASS may from time to time in our sole discretion develop and provide updates to the LoanPASS Services which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, "Updates"). Updates may also modify or delete in their entirety certain features and functionality of the LoanPASS Services. Subject to the terms of a Customer Agreement, you agree that LoanPASS has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the LoanPASS Services. Updates shall be subject to these Terms.

Disclaimer

THE LOANPASS MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. LOANPASS AND ALL OTHER THIRD PARTIES DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

SUBJECT TO A CUSTOMER AGREEMENT, LOANPASS AND ALL OTHER THIRD PARTIES EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR COVENANTS THAT THE LOANPASS MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WHILE WE ATTEMPT TO ENSURE YOUR ACCESS TO AND USE OF THE LOANPASS MATERIALS IS SAFE, LOANPASS DOES NOT REPRESENT, WARRANT OR COVENANT THAT THE LOANPASS MATERIALS OR OUR OR ANY THIRD-PARTY SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT WILL LOANPASS OR OTHER THIRD PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE LOANPASS SERVICES OR THE USE OF THE LOANPASS MATERIALS. THE MAXIMUM LIABILITY OF LOANPASS, ITS PROVIDERS AND OTHER THIRD PARTIES ARISING WITH RESPECT TO THE LOANPASS MATERIALS OR OTHERWISE, WHETHER UNDER CONTRACT, TORT OR ANY OTHER BASIS SHALL NOT EXCEED $100.

Suspension of Access to Your Account

We can suspend access to your account on the LoanPASS Services if, in our sole discretion, we believe: (1) there is risk to the security or privacy of your account; (2) there is a threat to the security or integrity of our network or the LoanPASS Services; (3) suspension is needed to protect the rights, property or safety of LoanPASS, our users or the public; (4) there is a basis for termination of your account; or (5) you have violated these Terms; or (6) we are required to by law.

We will provide you notice in the event of any suspension. During such suspension, you will not have the ability to use or access the LoanPASS Services and other information contained or stored by you in, or as part of, the LoanPASS Services will no longer be accessible to you. Any suspension of your access to the LoanPASS Services will not limit or waive our rights to terminate your access to the LoanPASS Services. At the point we determine, in our sole discretion, that the reason for suspension of access to your account has been resolved, we will restore access to your account.

Termination of Your Account

We may cancel your access to the LoanPASS Services: (1) immediately if you breach these Terms; (2) upon termination of an applicable Customer Agreement; or (3) if required by law.

Except as set forth below, these Terms terminate upon cancellation of your account. From the effective date of termination of these Terms, you will not have the ability to use or access the LoanPASS Services and other information contained or stored by you in, or as part of, the LoanPASS Services will no longer be accessible to you. Upon termination, LoanPASS has no obligation to store your data, but may do so to comply with legal or business requirements for a reasonable time after termination. The following sections shall survive termination of this these Terms: User Content, User Prohibitions, Submissions, Disclaimer, Limitation of Liability, Termination of Your Account, Indemnification, Applicable Law and Venue, Commercial Terms, Conflict, and General Terms.

Indemnification

You agree to indemnify and hold LoanPASS and all other third parties harmless from and against any and all claims, liabilities and damages (including, but not limited to reasonable attorneys' fees and legal costs) of any nature whatsoever related to your breach of these Terms or your use of the LoanPASS Services.

Applicable Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of Delaware, applicable to agreements made and entirely to be performed within the State of Delaware, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms can be filed only in state or federal court located in Miami, Florida, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms. You also acknowledge and understand that, with respect to any dispute with us, our officers, directors, employees, or agents, arising out of or relating to your use of the LoanPASS Services or the Terms: (1) you are giving up your right to have a trial by jury; and (2) you are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit involving any such dispute.

Export Regulation

The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

Conflict

In the event of a conflict between these Terms and a Customer Agreement, the terms of the Customer Agreement shall prevail.

General Terms

If any part of the Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms will continue in effect. You may not assign these Terms, or assign, transfer or sublicense your rights, if any, in the LoanPASS Services. Except as expressly stated in another written agreement between you and us, the Terms constitute the entire agreement between you and us with respect to the LoanPASS Services. You agree and consent to receive communications from us via each of the following methods: by posting or making available such communication within the LoanPASS Services or by sending such communication to the email address you provided as part of your account. You agree that all agreements, notices, disclosures and other communications that we may provide to you electronically satisfy any legal requirement that such communications be in writing.