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EFFECTIVE DATE: [JANUARY 25, 2019]
1. Welcome to the Worldpay Working Capital Website
Please carefully read these terms and conditions (the “Terms”) as they apply to the website owned, operated and controlled by Liberis US Inc. (“Liberis”), at www.worldpayworkingcapital.com (the “Website”). By using the Website, you agree to these Terms. If you do not agree to these Terms, do not use the Website. In these Terms, “we”, “us” and “our” mean Liberis; “you” and “your” means the Website user; and the “business” means the individual, corporation, association, partnership, limited liability company, estate, trust, or any other entity that applies for or obtains products and services from Liberis.
In addition to this Website, Liberis provides Qualified Customers (as defined below) the ability to obtain products and services, pursuant to the Liberis Sale and Purchase Agreements and related Terms and Conditions and such other agreements to be entered into by and between each Qualified Customer and Liberis (collectively, the “Customer Agreement”). The Terms contained herein do not govern any products or services you receive as a Qualified Customer pursuant to a Customer Agreement, but govern your use of the Website as a visitor and/or an Applicant (as defined below). If there is any conflict between these Terms and any Customer Agreement, if applicable, the Customer Agreement shall govern.
2. Privacy
Your privacy is very important to us. Please review our Online Privacy Policy, which also governs your use of the Website. Our Online Privacy Policy describes how we collect and use your information, including nonpublic personal information. Our Online Privacy Policy is hereby incorporated into these Terms.
3. Eligibility
The Website is intended solely for users who are eighteen (18) years of age or older. By using the Website, you represent and warrant that you are 18 years of age or older.
4. Liberis Account Registration
To use certain parts of the Website, you will be required to create a Liberis account which includes a sign-in name (“Sign-In Name”), a password (“Password”), and potentially certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Website using one or more of them. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time for any reason. Liberis will not be liable for any loss or damage caused by any unauthorized use of your account.
5. Accuracy of Information
When creating a Liberis account on the Website, you agree to provide current, complete and accurate information about the business and about its owners, executive officers, senior managers, general partners, and any other individual who performs similar functions (the “Principals”). If any information about the business or any Principal that you provide is untrue, inaccurate, not current, or incomplete, we may deny your application and terminate your Liberis account.
6. Applicants
Applicants” are those entities [or individuals] who complete an application (“Application”) in accordance with the instructions on the Website or as otherwise provided by Liberis. By submitting an Application, Applicants expressly authorize Liberis and its third-party service providers to perform an initial background check (and subsequent periodic follow-up background checks) on the Applicants and any Principals to help us determine the eligibility of the business for our products and services. In connection with such background checks, we may obtain information about the Applicants and the business from sources or references named in your Application, records, statements, documents, or other information evidencing business transactions with the customers of the business, consumer credit and business credit reporting agencies and other resources and third parties, as permitted by applicable law. By submitting an Application, you hereby agree to cooperate with Liberis with respect to background checks, and you shall promptly, upon request from Liberis, provide (or sign) any information, documentation and/or consent that we may require to perform a background check, including, without limitation, providing the written consent of any Principal to obtain that individual’s personal credit report or any other information from one or more consumer reporting agencies. You acknowledge that your failure to provide the foregoing consent, information and cooperation as requested by Liberis may preclude you from qualifying for products and services offered by Liberis. By submitting an Application, you hereby expressly authorize Liberis and its third-party service providers, to provide your information to government entities, law enforcement entities and consumer and business credit reporting agencies.
IN CONNECTION WITH YOUR INTEREST IN LIBERIS’ PRODUCTS AND SERVICES, LIBERIS REQUESTS YOUR AUTHORIZATION TO ACCESS YOUR PERSONAL AND BUSINESS CREDIT REPORTS. BY SUBMITTING AN APPLICATION, YOU ARE PROVIDING “WRITTEN INSTRUCTIONS” TO LIBERIS UNDER THE FAIR CREDIT REPORTING ACT, WHICH AUTHORIZES LIBERIS TO OBTAIN INFORMATION FROM YOUR PERSONAL CREDIT PROFILE OR OTHER INFORMATION FROM ONE OR MORE CONSUMER REPORTING AGENCIES. THE INFORMATION OBTAINED FROM YOUR CREDIT REPORT, AS WELL AS OTHER INFORMATION THAT WE OBTAIN ABOUT YOU IN ACCORDANCE WITH THIS AGREEMENT, WILL BE USED FOR A LEGITIMATE BUSINESS NEED, IN CONNECTION WITH A TRANSACTION INITIATED IN WRITING BY YOU (I.E., YOUR APPLICATION).
7. Qualified Customers
Liberis reserves the right to reject any Application, for any reason or no reason, at our discretion. If Liberis determines that your Application qualifies you for our products and services, you will be notified by us, and, upon your execution of applicable Customer Agreements, you shall be deemed a “Qualified Customer.” Your qualification for Liberis’ products and services, and execution of certain Customer Agreements, does not guarantee that Liberis will execute other Customer Agreements with you, which shall be done (or not done) at Liberis’ sole and exclusive discretion.
Once you become a Qualified Customer, your rights, duties and obligations with respect to the products and services you receive from Liberis shall be governed by those Customer Agreements mutually agreed and executed between you and Liberis. Notwithstanding the foregoing, your use of the Website shall continue to be governed by this Agreement.
8. Communications
By accepting these Terms, you expressly consent to receive communications from us electronically to the extent permissible by law and agree that any electronic communications from you to Liberis shall have the same effect as if they were made in physical paper form. Such electronic communications may include emails, messages posted to your Liberis customer account portal or other electronic communications. Your consent to receive electronic communications from us does not mean that we must provide all communications electronically. You further expressly consent to be contacted by Liberis and our employees, representatives and agents, or anyone contacting you on our behalf for any and all purposes arising out of or relating to your Liberis account, at any telephone number, or any physical, email or electronic address you provide or at which you may be reached. It is your responsibility to provide us with current and accurate contact information. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us. You agree to promptly alert us whenever you stop using a particular telephone number.
9. Links
Our websites may contain links to web sites which are owned or controlled by parties other than Liberis Inc. These links are provided for your convenience and do not imply that we have reviewed or condone the third-party sites, their content or their privacy policies. When using other websites you should be aware that any personal information you supply will be handled according to their privacy policies. We recommend that you read and consider these websites’ privacy policies and terms and conditions before providing any of your personal information. Liberis is not responsible for privacy practices or content on third party websites.
Our websites may also transfer you to a third party site in order to fulfil the services we provide to you. When you access the linked third party websites you do so at your own risk. These sites may place their own cookies or other files on your computer, collect data or solicit personal information from you. We advise you to review the privacy policies and terms and conditions of these sites prior to providing any personal information. Liberis is not liable for any misuse of your information or other misconduct by the third party.
10. Email and Other Messages
Messages sent over the Internet or the cellular telephone network cannot be guaranteed to be completely secure as they are subject to possible interception, loss, or alteration. Liberis is not responsible for any message lost, intercepted, or altered by third parties and will not be liable to you or anyone else for any damages or otherwise in connection with any message sent by you to us or any message sent by us to you over the Internet. The information contained in communications from Liberis is confidential and may be legally privileged. It is intended solely for use of the addressee and others authorized to receive it. If you are not the named addressee (or person responsible for forwarding the email to the addressee) please let us know immediately by return email and destroy the copy you have received. Any disclosure, copying, distribution, or taking action in reliance on the contents of such information is strictly prohibited and may be unlawful.
11. Intellectual Property
You acknowledge and agree that Liberis or our licensors own all legal right, title and interest in and to the Website, including, without limitation, any trademark, copyright, patent, trade secret or any other intellectual property right which subsist in the Website, whether those rights are registered or not, and wherever in the world those rights may exist (“IP”). You agree not to (a) take any action that would jeopardize, limit or interfere with our or our licensors’ rights in or to the IP, (b) copy, translate, publish or create derivative works of the IP or any component thereof, or (c) resell, distribute, trade or make any other commercial use of, modify, reverse engineer, decompile or disassemble the IP or any component thereof.
12. Restrictions and Termination
We reserve the right at any time to modify or discontinue, temporarily or permanently, the Website with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website. You may use the Website only for lawful purposes and in accordance with these Terms. You agree not to use the Website:
Additionally, you agree not to:
13. No Warranty and Limitation on Liability
WE DO NOT GUARANTEE THAT THE WEBSITE OR THE ADEQUACY, COMPLETENESS OR ACCURACY OF ANY CONTENT, DOCUMENT OR FEATURE OF THE WEBSITE WILL BE ERROR-FREE, THAT THE WEBSITE OR ANY FEATURE OF THE WEBSITE WILL BE UNINTERRUPTED, OR THAT ANY ERRORS, INTERRUPTIONS OR DEFECTS WILL BE CORRECTED. THE WEBSITE AND THE CONTENT ON THE WEBSITE ARE MADE AVAILABLE ON AN “AS-IS” AND “WITH ALL FAULTS” BASIS. LIBERIS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
ALTHOUGH LIBERIS WILL TAKE REASONABLE PRECAUTIONS TO PROTECT THE WEBSITE AND AVOID DELETION, CORRUPTION OR UNAUTHORIZED MODIFICATION OF OR ACCESS TO THE WEBSITE, WE MAKE NO REPRESENTATION OR WARRANTY THAT SUCH EFFORTS WILL BE SUCCESSFUL, AND TO THE EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ALL LIABILITY WHATSOEVER WITH RESPECT TO ANY FAILURE TO PROTECT THE WEBSITE OR AVOID DELETION, CORRUPTION OR UNAUTHORIZED MODIFICATION OF OR ACCESS TO THE WEBSITE. LIBERIS MAKES NO REPRESENTATIONS OR WARRANTIES THAT THAT THE WEBSITE OR ANY DOWNLOADABLE MATERIAL IS FREE FROM COMPUTER VIRUS. CALCULATORS AND TOOLS ON THE WEBSITE PROVIDE ESTIMATES, WHICH MAY BE DIFFERENT THAN THE ACTUAL AMOUNTS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, LIBERIS, ITS EQUITY OWNERS, SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE MANAGERS, EMPLOYEES, REPRESENTATIVES, AGENTS, LICENSORS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE LOSS, OR DAMAGE ARISING FROM OR RELATED TO ANY USE OF THE WEBSITE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL OR LOSS OF USE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR ANY CLAIM BY ANY THIRD PARTY. YOUR SOLE REMEDY AGAINST LIBERIS, ITS EQUITY OWNERS, SUBSIDIARIES, AFFILIATES, AND EACH OF THEIR RESPECTIVE MANAGERS, EMPLOYEES, REPRESENTATIVES, AGENTS, LICENSORS, SUCCESSORS, AND ASSIGNS IN CONNECTION WITH YOUR USE OF THE WEBSITE OR FOR DISSATISFACTION WITH THE WEBSITE OR ANY CONTENT ON THE WEBSITE IS TO STOP USING THE WEBSITE.
14. Your Acts and Compliance with Law
You are solely responsible for your acts and omissions in connection with your use of the Website, and we will not be responsible or liable for any claim, action or liability that arises out of or is in any way connected with such acts or omissions. You agree to use the Website in compliance with all applicable laws, and not to use the Website for any fraudulent purposes.
15. Indemnification
By using the Website, you agree to defend, indemnify, and hold harmless Liberis, its equity owners, subsidiaries, affiliates, and each of their respective, managers, employees, representatives, agents, licensors, successors and assigns from and against any and all losses, claims, damages, costs and expenses (including reasonable legal and accounting fees) that any of them may become obligated to pay arising or resulting from (a) your use or misuse of the Website or any feature of the Website, (b) your breach of these Terms, or (c) any violation of applicable law.
16. No Waiver
The waiver of a breach of or default under these Terms, or the failure or delay by Liberis to exercise any right in respect of any breach of or default under these Terms, shall in no event constitute a waiver of any other breach or default of these Terms, whether similar or dissimilar in nature, or operate as a waiver of any other right or remedy available to Liberis.
17. Severability
If any provision of these Terms is held invalid or unenforceable for any reason, the remainder of these Terms shall continue in full force and effect as if these Terms had the invalid portion thereof eliminated.
18. Governing Law
These Terms and the relationship between you and Liberis with regard to the use of the Website shall be governed by the laws of the State of Delaware without regard to its conflicts of law provisions. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or relating to your use of the Website or the content on the Website must be filed within one (1) year after such claim or cause of action arose or be forever barred.
19. Changes to these Terms of Use
We may make changes to these Terms from time to time. If we do this, we will post the changed Terms on the Website and will indicate at the top of this page the date the Terms were last revised. You understand and agree that your continued use of the Website after we have made any such changes constitutes your acceptance of the new Terms.
For questions, contact us at sales@liberisfinance.com, or call us at (844) 754-2370.
