Lendesk Terms of Use

Terms and Conditions for Use of The Product

By using www.lendesk.com, the Lendesk Mobile App or the Lendesk API (whichever is being used, the “Product”), provided by Lendesk Technologies Ltd. (“Lendesk”, “we”, “us”, or “our”), you agree to the terms of use contained herein and in the Privacy Policy. Please read these terms carefully.

Last updated September 13, 2017.

Applicability of, and Changes to, Terms of Use

From time to time we may update, modify or completely replace these terms of use, without prior notice to you. We may in our discretion provide you with notice of such changes, if you have provided us with relevant contact information; however, we have no obligation to provide such notice. At any time when you use the Product, you will be subject to the terms of use then posted on the Product. You are therefore responsible for checking the terms of use each time you use the Product.

These terms of use do not limit or reduce the effect of the specific terms of any other agreement or documentation which you enter (electronically or otherwise) in relation to the use of the Product or any product or service available on the Product. In particular, the terms of any such agreement or documentation will take precedence over these terms of use to the extent of any inconsistency among them.

Acceptable Use and Conduct

You are solely responsible for your use of the Product and all data related to your account. You agree to indemnify, defend and hold harmless Lendesk and its suppliers from any and all loss, cost, liability and expense arising from or related to your data, your use of the Product, or your violation of these terms.

Use of the Product must not infringe or violate third party rights or others’ use and enjoyment of the Product. As such, you agree not to use the Product: to violate, or encourage the violation of, the legal rights of others; to engage in, promote or encourage illegal activity; for any unlawful, invasive, infringing, defamatory or fraudulent purpose; to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; to post, store or share of pornographic, racist, threatening or violent images or data; to use the Product in a manner that violates the terms of service of a Third Party Vendor (as defined below); to access, tamper with, or use non-public areas of the Product, Lendesk’s computer systems, or the technical delivery systems of Third Party Vendors; to attempt to probe, scan or test the vulnerability of any Lendesk system or network or breach any security or authentication measures.

Any unauthorized use of the Product is a violation of these terms of use. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties. You acknowledge and agree that Lendesk does and will cooperate with law enforcement officials and agencies in any investigation of potential or alleged violations of any applicable law. You acknowledge and agree that Lendesk may investigate (or have investigated on its behalf) allegations of infringement of third-party rights or abusive or any other inappropriate use of the Product.

Lendesk reserves the right, in its sole discretion, to terminate any account that it finds in violation of these terms, without recourse.

Access

Access to the Product is permitted on a temporary basis, and we reserve the right to withdraw or amend the service provided on the Product without notice. Lendesk will not be liable if for any reason the Product is unavailable at any time or for any period.

Term

These terms of use, and any posted revision or modification thereto, shall remain in full force and effect while you use or are registered for the Product. You may terminate your use of or registration to the Product at any time, for any reason, and Lendesk may terminate your use of or registration to the Product at any time, for any or no reason, with or without prior notice or explanation, and without liability or obligation to you or any third party. Even after your registration is terminated, your obligations under these terms of use and the Privacy Policy, including, without limitation, any indemnifications, warranties and limitations of liability, shall remain in effect.

Compliance

By using the Product, you represent, warrant and covenant that your use of the Product does not violate any applicable law, rule or regulation and you shall comply with all of the terms of use set forth herein. You may not enter any false, fraudulent, indecent, obscene, profane or otherwise inappropriate information into any application or other data entry form or page located on or through the Product, and you represent, warrant and agree that you will enter only true and accurate information into any form or page related to the Product, you will keep such information updated, and that you will use the Product only in compliance with all applicable laws. If you provide information that is untrue, fraudulent, inaccurate, not current or incomplete, or Lendesk suspects that such information is untrue, fraudulent, inaccurate, not current or incomplete, Lendesk has the right to suspend or terminate your registration (in whole or in part) and refuse any and all current or future use of the Product (or any portion thereof), in its sole discretion, with or without notice to you, and without liability or obligation to you or any third party.

User Registration

In order to access and use certain content, features, or functionality of the Product we may require you to register for the Product and have a unique username and password combination (“User Credentials”) and provide certain additional information, which may include, without limitation, customer name, address and email address (collectively, a “User Account”). If you elect to become a registered user of the Product, you are responsible for maintaining the strict confidentiality of your User Credentials, and you shall be responsible and liable for any access to or use of the Product by you or any person or entity using your User Credentials, whether or not such access or use has been authorized by you or on your behalf, and whether or not such person or entity is your employee or agent, including, without limitation, any fee-based transactions. You agree to (a) immediately notify Lendesk of any unauthorized use of your User Credentials or User Account, or any other breach of security, and (b) ensure that you log off from the Product at the end of each session. It is your sole responsibility to (i) control the dissemination and use of your User Credentials and User Account, (ii) update, maintain and control access to your User Credentials and User Account, and (iii) cancel your User Account on the Product. We reserve the right to deny access, use and registration privileges to any User of the Product if we believe there is a question about the identity of the person trying to access any account or element of the Product. Lendesk shall not be responsible or liable for any loss that you incur as a result of someone else using your User Account and/or password.

Disclaimer

Lendesk makes no representation or warranty of any kind in relation to the Product. In particular, you should be aware that information contained on the Product may be incomplete, may contain errors or may have become out of date. Lendesk makes no commitment, and disclaims any duty, to update any of the information on the Product.

To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude all conditions, representations warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

Liability

The Product is provided on an “as-is”, “as-available” basis and we shall have no liability for any direct, indirect or consequential loss or damages incurred by any user in connection with this Site or in connection with the use, inability to use, or results of the use of this Site, any websites linked to it and any materials posted on it, whether caused by tort (including negligence), breach of contract or otherwise.

You agree to defend, indemnify and hold Lendesk and its respective partners, members, contributors, organizers, directors, officers, employees, representatives, agents, licensors, advertisers, suppliers and operational service providers (collectively, the “Company Indemnitees”) harmless from any and all claims, liabilities, damages, losses, costs and expenses (including legal fees), arising in any way out of or in connection with (a) your use of the Product or (b) your breach or violation of these terms. Lendesk reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and all negotiation for its settlement or compromise (as applicable), and in each such case, you agree to fully cooperate with us upon our request.

YOUR USE OF THE PRODUCT IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, LENDESK AND THE COMPANY INDEMNITEES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM THE PRODUCT, THE USE OF THE PRODUCT OR FROM THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Intellectual Property

Unless otherwise noted, all elements comprising the Product as well as the content and layout of the Product are the exclusive property of Lendesk or are used with permission and may not be reproduced or distributed, in whole or in part, without the prior written consent of Lendesk.

Links to Other Materials

Some of the links available to you through the Product will allow you to leave the Product. Such external internet sites and the material are not under the control of Lendesk, and Lendesk makes no representations and disclaims all liability with respect to such sites and materials. The links are provided only for your convenience, and their inclusion does not constitute nor imply approval or endorsement by Lendesk of the sites or their content. You may not provide hyperlinks to the Product without the prior written consent of Lendesk.

Third Party Vendors

Certain features of the Product incorporate software are developed by third parties (“Third Party Vendors”). You acknowledge and agree that your use of any services provided by Third Party Vendors is governed by the terms and conditions of such Third Party Vendors, which include, but are not limited to Heroku, VM Farms, Context.io, Google, Mandril, Transunion and Equifax. Any breach of the terms of conditions of such third parties, whether identified herein or not, shall constitute a breach of these terms of use. We do not provide any representations or warranties with respect to software provided by Third Party Vendors.

Entire Agreement

Unless otherwise agreed to in writing, these terms of use, together with the Privacy Policy, the terms of use of any Third Party Vendors and any other regulations, procedures and policies which we refer to and which are hereby incorporated by reference, contain the entire understanding and agreement between you and Lendesk concerning the Product and supersedes any and all prior or inconsistent understandings relating to the Product and your use thereof. These terms of use cannot be changed or terminated orally. If any provision of these terms of use is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and these terms of use shall be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of these terms of use; however, no action arising out of these terms of use or your use of the Product, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

Jurisdiction and Applicable Law

The courts of the Province of British Columbia will have exclusive jurisdiction over any claim arising from, or related to, use of the Product. These terms of use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.