Mobile Application and Dealer Portal End User License Agreement
BY LOGGING INTO THE VENDOR PORTAL WHETHER THOUGH A MOBILE APPLICATION OR WEBSITE, YOU ARE DEEMED TO AND DO CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE LICENSE TERMS, DO NOT LOG INTO THE VENDOR PORTAL OR USE .
THIS END USER LICENSE AGREEMENT (the “License”) is between the End User (or “you”), and Mazo Capital, LLC dba MAZO Capital Solutions, and its affiliates (collectively “MAZO”).
Grant of License
Subject to the terms and conditions of this License, MAZO grants End User a non-exclusive, non-transferable, revocable license to use the MAZO Vendor Portal and Mobile App solely for the purpose of accessing information regarding transactions with MAZO in which you, or your company, has an interest. You are expressly prohibited from accessing information unrelated to transactions in which you or your company have an interest, sublicensing, selling, renting, leasing or otherwise distributing the Vendor Portal, the Mobile App or your log in credentials or making any use prohibited by law.
Copyright and Trademark Rights
The Vendor Portal, Mobile App and all software (“Software”) is owned by MAZO and its suppliers, and its structure, organization and code are the valuable trade secrets of MAZO and its suppliers. The Software is protected by United States and international law. You may use trademarks in accordance with accepted trademark practice, including identification of trademark owner’s name. Such use of any trademark does not give you any rights of ownership in that trademark. Except as stated above, this Agreement does not grant you any intellectual property rights in the Software.
Intellectual Property Protection
The Software, including its operation, code, architecture, implementation, and look and feel, and any images, photographs, animations, video, audio, music, text, and applets incorporated into the Software, as well as all accompanying media, printed materials, and electronic documentation (the “Documentation”), are the valuable intellectual property of MAZO and its suppliers, protected by United States copyright laws and international treaty provisions. This License does not give you any intellectual property rights in the Software or Documentation. You agree to treat the Software like any other copyrighted material. You may not copy the Documentation and agree not to modify, translate, disassemble, decompile, reverse engineer, create derivative works of the Software, or make any other attempt by any means to discover or obtain the source code for the Software, except and only to the extent that such activity is expressly permitted by applicable law. You further agree not to remove or in any way obscure any ownership or trademark notices on the Software or Documentation.
Restrictions on Use
You may not use the Software in any way that violates any applicable law, including but not limited to the use or posting of information that may violate third party rights, that may defame or disparage MAZO, its suppliers, or any third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other computer crime regulations, etc.
Login Accounts and Security
Using the Software and its related services requires the use of a password and a user name. The confidentiality of your password and account is your responsibility. Any activities that occur under your account are your responsibility. You agree to notify MAZO immediately of any unauthorized use of your account or any other breach of security. The use of another person’s username and password is expressly prohibited.
MAZO is not liable for any harm related to the misuse or theft of usernames or passwords, disclosure of usernames or passwords, or your authorization to allow another person or entity to access (and use) the Vendor Portal or the Mobile App using your username or password.
Confidentiality, Information Protection, and Protection of Data
You shall assure that any protected data, which comes into your possession through the use of the Vendor Portal or Mobile App, is not transmitted to any unauthorized person. In partial consideration of the opportunity to access the resources of the Vendor Portal, including though the Mobile App, concerning your account, you agree to maintain the strict confidentiality of access of the Vendor Portal or Mobile App and its data to you and your authorized employees and to indemnify and hold harmless MAZO and its members, directors, officers, shareholders, employees, agents, contractors, Lenders and each of their heirs, and successors and assigns from and against any and all claims, actions, demands, losses, damages, judgments, costs and expenses, including without limitation, reasonable attorneys’ fees and liabilities of every kind which may arise from your or your employees’ use of the Vendor Portal, the Software or the Mobile App or because of violation of these terms and conditions of use.
You may not export or re-export the Software in violation of the export laws of the United States, the European Union or the applicable laws of any other jurisdiction. Among other things, U.S. laws provide that the Software may not be exported or re-exported to certain countries which are embargoed or restricted or to certain restricted persons. Embargoed and restricted countries currently include Afghanistan, Cuba, Iran, Iraq, Libya, Sudan, North Korea and Syria.
MAZO warrants that the Software will perform substantially according to MAZO’s specifications regarding the access to transaction information. THESE ARE THE ONLY WARRANTIES MADE BY MAZO. MAZO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR ANY WARRANTY THAT THE SOFTWARE WILL OPERATE WITHOUT ERRORS OR INTERRUPTIONS OR THAT IT WILL MEET YOUR PARTICULAR REQUIREMENTS. Some jurisdictions do not allow exclusions of an implied warranty, so this disclaimer may not apply to you and you may have other legal rights that vary by jurisdiction. No MAZO agent or employee is authorized to make any modifications, extensions or additions to this warranty.
Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL MAZO OR ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE TO YOU OR ANY THIRD PARTY BENEFICIARY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF DATA, EVEN IF MAZO KNOWS OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MAZO’S TOTAL LIABILITY IN CONNECTION WITH THIS LICENSE OR THE SOFTWARE, WHETHER IN TORT, CONTRACT OR OTHERWISE, EXCEED THE AMOUNT PAID BY ANY USER FOR THE SOFTWARE.
Choice of Law
This Agreement will be governed by the laws of the United States of America and the State of California without reference to any conflicts of law principles. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement may only be modified in writing signed by an authorized officer of MAZO.
MAZO may terminate this License if you fail to comply with its terms and conditions or any other agreement with MAZO or its affiliates. Upon termination, your login credentials will be deactivated and you will no longer be permitted access to the Software. MAZO reserves all rights not expressly granted under this License, applicable law and equity. This License is the entire agreement between you and MAZO concerning the Software and supersedes any and all prior or contemporaneous oral or written agreements, representations, negotiations or other dealings between you and MAZO. If any part of this License is found to be void, unenforceable or invalid, that part will be deemed stricken and will not affect the validity of the other License provisions. Failure by MAZO to enforce any provision of this License will not be deemed a waiver of future enforcement of that or any other provision. This License may be modified only by an amendment signed by authorized representatives of MAZO.