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MyCalyx.com® TERMS OF USE (Last Updated October 30, 2020) ACCEPTANCE OF TERMS By using MyCalyx.com site (“Site”), including viewing, browsing, transmitting, downloading, uploading, or managing any of the software products (“Software”), services (“Service(s)”), or material (“Material(s)”) made available or enabled via the Site, you are agreeing to comply with and be bound by this Terms of Use (“Term or Terms”). “Material” includes any information, data, documents, images, photographs, graphics, audio, videos, or webcasts made available at the Site. The term “Calyx,” or “us” or “we” or “our” refers to Calyx Software®, the owner of the Site. The term “you” or “your” refers to the user or viewer of the Site. Please review the following terms carefully. If you do not agree to these terms, you should not use the Site. These Terms may be amended at any time by us without specific notice to you. Use of the Site, Software, Services and Materials is subject to the most current version of the Terms posted on the Site at the time of such use. Please regularly check the Site to view the then-current Terms. LIMITED LICENSE You are granted a non-exclusive, non-transferable, revocable license (up to five (5)) to access and use the Site strictly in accordance with these Terms, solely for your internal business purposes. LICENSE RESTRICTIONS Your license for access and use of the Site is subject to the following restrictions and prohibitions on use: You may not (a) use the Site for any purpose that is unlawful or prohibited by these Terms; (b) use the Site in any manner that could damage, disable, overburden, or impair any Calyx server or the network(s) connected to any Calyx server, or interfere with any other party’s use of the Site; (c) attempt to gain unauthorized access to any Software/Services, or other accounts, computer systems or networks through hacking, password mining or any other means; (d) modify, copy, reproduce, republish, upload, post, encode, translate, transmit, or distribute the Site’s content to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Calyx’s prior written consent; or (e) use the Site for the creation of derivative works without Calyx's prior written consent. ACCESS CODES You agree that when required to establish passwords, log-ins or other means by which to use your account at the Site (“access codes”), you will be responsible for the usage of such access codes by employees of your organization and you will be responsible for maintaining the confidentiality of such access codes. Further, you agree to notify Calyx immediately of any unauthorized use of your access codes and work with Calyx to reconcile. Calyx will not be liable for any loss that you may incur as a result of someone else using your access codes, either with or without your knowledge. CONNECTIONS/CONFIGURATIONS You shall be responsible for your own internet connection(s), as well as your own computer hardware configuration and the interface capabilities between your and End User’s hardware and the Site or Software/Services. ACCESS TO SITE Site Access - Registration may be required in order to access the Site. In addition, you understand that your access to the Site may be temporarily inaccessible due to scheduled maintenance, unexpected technical issues or problems, including but not limited to modifications to the Site. Denial of Site Access - You agree that Calyx may, in its sole discretion and without prior notice, deny you access to the Site and/or block your future access to the Site if we determine that you have violated these Terms (including non-payment) or other agreements or guidelines which may be associated with your use of the Site. In addition, you agree that Calyx may, in its sole discretion, with or without prior notice, terminate your access to the Site for cause, which shall include (but is not limited to) (a) requests by law enforcement or other government agencies, (b) a request by you (self-initiated account deletions); or (c) discontinuation of the Site. USE OF SOFTWARE/SERVICES Use of Software/Services is governed by the terms of the license agreement that accompanies or is included with the Software/Services, or by the license agreement expressly stated on the Site page(s) accompanying the Software/Services. You shall not use, download or install any Software/Services that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. MODIFICATIONS TO SITE, SOFTWARE, SERVICES and MATERIAL Calyx may at any time and from time to time modify or discontinue, temporarily or permanently, the Site, Software, Services, or Material, or any portion thereof, with or without notice. You agree that Calyx shall not be liable to you or any third party for any modification, suspension or discontinuation of the Site, Services, Software or Material. PAYMENT OBLIGATIONS Agreement to Pay for Software/Services: You agree to pay Calyx all applicable fees for Software/Services purchased by you at the Site. You further agree to pay all costs, if any, incurred by Calyx in collecting overdue fees from you. Payment by Check. In the event your purchase is made by check, you understand that products purchased by check will not be provided to you until your check has been successfully processed by Calyx. Refund. The following rules apply to refunds on the Software/Services: (a) Eligibility requires refunds to be requested within thirty (30) days of purchase; and (b) Calyx shall electronically uninstall refunded Software/Services. Calyx reserves the right to revise its refund policies at any time, without notice. Non-Payment. You understand that your failure to pay Calyx amounts due for use of the Software/Services, including expired or otherwise declined credit card, may result in the suspension or termination of your access to the Software/Services via the Site. REGISTRATION INFORMATION You agree to: (a) provide true, accurate, current and complete information about yourself and/or your company (“Registration Information”) as prompted at the Site; and (b) maintain and promptly update the Registration Information to keep it true, accurate, current and complete. ADMINISTRATION “Administrator” shall mean the person designated to perform tasks at any administrator page of the Site (“Administration Page(s)”). At the Administration Pages, Administrator will have the ability to, among other things: set up, revise and delete e-mail addresses of authorized users of the Software/Services (“End Users”); electronically deliver Software/Services to authorized End Users; and perform other tasks associated with the use of the licensed Software/Services. Administrator understands and agrees that the functions it performs at the Administrator Pages can impact End Users’ usage of the Software/Services. Administrator, therefore, agrees to hold itself responsible for any and all data entry at the Administrator Pages, including error(s), whether or not Administrator is aware of such error(s) at the time of occurrence. E-MAIL COMMUNICATION You agree that Calyx shall have the right to send e-mail communications to you relating to upgrades, functionality, compliance, or other critical issues pertaining to the Software/Services purchased at the Site. INTELLECTUAL PROPERTY RIGHTS Any Software, Services or Material made available via the Site are the property of Calyx (or its licensors). The Site, Software, Services and Material are protected by copyright, trademark, patent and /or other intellectual property rights. You agree not to display or use any Calyx-owned mark in any manner without Calyx’s prior written consent. INDEMNIFICATION You agree to indemnify and hold Calyx, its officers, directors, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Calyx by any third party due to or arising out of or in connection with your use of the Site. In addition, you shall use your best efforts to cooperate with us in the defense of any claim. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE: THE SITE, MATERIAL AND ADMINISTRATOR SITE ARE PROVIDED BY CALYX “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, CALYX MAKES NO WARRANTY THAT (I) THE SITE, MATERIAL AND ADMINISTRATOR SITE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, MATERIAL AND ADMINISTRATOR SITE WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE SITE, MATERIAL AND ADMINISTRATOR SITE WILL MEET YOUR EXPECTATIONS; OR THAT (IV) ANY ERRORS OR DEFECTS AT THE SITE, MATERIAL AND ADMINISTRATOR SITE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CALYX OR THROUGH OR FROM USE OF THE SITE, MATERIAL AND ADMINISTRATOR SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. LIMITATION OF LIABILITY Exclusion of Consequential Damages. IN NO EVENT SHALL CALYX OR ITS LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE SITE OR MATERIAL. Limitation of Liability. IN NO EVENT SHALL CALYX’S AGGREGATE LIABILITY FOR ALL DAMAGES TO YOU AND ANY THIRD PARTIES EXCEED THE AMOUNT OF FEES PAID BY YOU TO CALYX FOR THE PRECEDING TWELVE (12) MONTHS. In addition, Calyx shall not be liable for any loss resulting from a cause over which Calyx does not have direct control, including without limitation failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to your or End Users’ computer. COMPLIANCE WITH EXPORT LAWS You agree to comply fully with all U.S. export laws and regulations to ensure that no Software/Services or any technical data related thereto (nor any direct product thereof), delivered to End Users via the Site, are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. GOVERNING LAW/VENUE/ATTORNEYS’ FEES These Terms are governed by and construed in accordance with the laws of the State of California, without regard to or application of conflicts of law rules or principles. The appropriate venue for any legal action shall be exclusively the state and federal courts of California, county of Santa Clara. In any proceeding by which one party either seeks to enforce its rights under these Terms (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under these Terms, the prevailing party shall be awarded reasonable attorneys’ fees, together with any reasonable costs and expenses, to resolve the dispute and to enforce the final judgment. MONITORING OF SITE Calyx reserves the right to monitor installation and removal of Software/Services delivered to your End Users through the Site and to track distribution of said Software/Services for Calyx’s internal business purposes. During this process, Calyx will not collect or store any consumer loan data. The Site will periodically transmit this installation and usage data to Calyx via the Internet. Licensee agrees not to disable or otherwise interfere with such network transmissions. LINKS TO THIRD PARTY WEBSITES This Site may contain links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to users of the Site. Such Linked Sites are not under Calyx’s control, and therefore, Calyx is not responsible for the operation or content of such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites. SEVERABILITY If any of the provisions of these Terms are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect. WAIVER Calyx’s failure to insist on or enforce strict performance of these Terms shall not be construed as a waiver by Calyx of any provision or any right it has to enforce these Terms, nor shall any course of conduct between Calyx and you or any other party be deemed to modify any provision of these Terms. These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties. ENTIRE AGREEMENT These Terms constitute the entire agreement between you and Calyx with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and Calyx with respect to such use are hereby superseded and cancelled. PRIVACY POLICY The handling of any personally identifiable information you may provide to us through the Site is governed by Calyx’s Privacy Policy, located at Calyx’s website. Notwithstanding the foregoing, Calyx reserves the right to disclose any information that Calyx deems necessary to comply with any applicable law, regulation, legal process or governmental request.