TERMS AND CONDITIONS
AVANTEGO provides analytical services, products and reports for the financial, mortgage and real estate industries. The various customers that benefit from our wide variety of decisioning solutions include public companies, financial advisors, auditors, lenders, loan acquisition firms, loan servicers, loss mitigation specialists, loan modification companies, legal firms, document preparation companies, short sale facilitators and consumer counseling entities. We offer custom solutions for our clients and also provide more generic analytical reports.
The specific Analytics and Report(s) that are made available to you via this website will vary based on the entity/organization you are affiliated with. The master account holder for your organization dictates the specific analytical models and reports and designates which third party services are ordered and incorporated into your various findings reports. The list of available reports and services offered via this website includes but is not limited to: Convertible Note Disclosure Report, Rolled-up Equity, Rolled-up Debt, Weighted Share Averages, Options/Warrant Derivatives.
The purchasers of these reports are advised to consult with their financial advisors, certified public accounts and auditors to determine their legality and use. These reports and services are not meant to be a substitute for the services of financial advisors, certified public accounts and auditors. The reports are sold with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional services.
How Purchases are Made & Delivered
The standard payment policy is that you (or your master account holder) pay for the analytical report(s) when they are ordered. Some of our larger accounts are invoiced on a monthly basis, but for most clients, payment for the report(s) is payable in advance. Once registered, you will submit your case file for our review and analysis. When you are ready with all of the pertinent information, you will flag your case file and let us know that it is ready for invoicing and processing. After we receive your payment (either by electronic funds transfer or automatic credit card payment) we will perform the analysis and subsequently make the Analytical Report(s) available to you online for review and/or for digital download from our website. Once an Analytical Report has been processed and made available for review and/or download, no refunds will be given. If there is insufficient data submitted and an Analytical Report cannot be rendered, you will not be charged for the Analytical Report.
When making online payments for Reports or Services, you will agree to the following authorization:
I authorize AVANTEGO to debit the bank account, PayPal account, or credit card I provide in this web transaction, for the amount I authorize. This payment is for the Analytics, Reports and/or Services associated with my account. I understand that returns, refunds and cancellations are not available once I have received the report and have paid for the provided analytics/services. I understand that because this is an electronic transaction, these funds may be withdrawn from my account immediately. In the case of an ACH (Electronic Check) Transaction being rejected for Non‐Sufficient Funds (NSF), I understand that AVANTEGO may at its discretion attempt to process the charge again within 30 days and agree to an additional $15 charge for each attempted/returned NSF, which will be initiated as a separate transaction from the authorized payment. I acknowledge that the origination of ACH transactions to/from my account must comply with the provisions of U.S. law. I also certify that I am an authorized user of the credit card or bank account information associated with my account and/or payment, and that I will not dispute the payment with my credit card company, bank or other payment processor, so long as the transaction corresponds to the one I have authorized.
Registration and Registration Fees
If you belong to a special Group Account and are receiving special rates, reports and/or services, you may be charged an initial Registration Fee by your organization. This Registration Fee is part of your group’s account agreement and sign‐up process and is not administered by ADVANTEGO. However, once you have been registered and have obtained access to this Analysis and Reporting System you agree to be bound to the terms of your Service Agreement, these Terms and Conditions and the pricing and payment options that have been established for your individual reports and/or your Group Account’s report(s).
AVANTEGO hereby grants to the End User a limited, non‐exclusive, non‐transferable sublicense to use the Analytical Reports (‘Products’) for End User’s internal business purposes only. Service providers may offer these Analytical Reports as part of their service offerings. End User agrees it will not sublicense the Products or transfer or disclose the Products except as provided in these Terms and Conditions and the applicable Service Agreement.
THE PRODUCTS ARE PROVIDED TO END USER “AS IS” AND “AS AVAILABLE,” AND ALL USES OF THE PRODUCTS ARE AT END USER’S SOLE RISK. NEITHER ADVANTEGO, NOR ITS ADVISORS OR DISTRIBUTORS, GUARANTEE THE ACCURACY OR RELIABILITY OF THE PRODUCTS OUTPUT OR INFORMATION CONTAINED THEREIN. ALL WARRANTIES CONCERNING THE PRODUCTS AND THE UNDERLYING DATA AND PROCESSES, BOTH EXPRESS AND IMPLIED, ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, ACCURACY AND/OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ADVANTEGO OR ITS LICENSORS, OR ANY ENTITY THAT PROVIDES ACCESS TO THE PRODUCTS OR DATA SERVICES RELATED THERETO (“PROVIDER”), BE LIABLE TO END USER OR ANY OTHER INDIVIDUAL OR ENTITY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF, OR RELATING IN ANY MANNER TO, THE USE OF THESE SERVICES OR ANALYTICS, THIS AGREEMENT, THE TERMINATION OF THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF ANY OBLIGATIONS HEREUNDER, WHETHER UNDER A CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EVEN IF PROVIDER IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL PROVIDER BE LIABLE TO END USER OR ANY OTHER THIRD PARTY FOR, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES AND LOST PROFITS, ARISING OUT OF OR RELATING IN ANY MANNER TO THESE SERVICES OR PRODUCTS.
The following definitions will apply to the Confidential Information.
“Confidential Information” refers collectively to Service Provider Information, Company Information and End User Information but does not include Company Information that is ultimately disclosed in public filings.
“Proprietor” means the party that discloses Confidential Information to the other party.
“Recipient” means the party that receives Confidential Information from the other party.
“Company Information” includes business information and loan-level and financial information related to the Company.
“End User Information” means that certain loan‐level information, Borrower Information, Borrower Credit Score, Loan Information,
Property Street Address, City, State and Zip Code that End User provides to Provider solely in connection with its use of Products.
“Service Provider Information” means all information previously provided, or that in the future is provided, to End User by AVANTEGO (‘Service Provider’) in connection with use of the Products under this Agreement, whether delivered orally or in writing and whether or not it is specifically marked or designated confidential. Service Provider Information also includes all materials that End User prepares based on Service Provider Information, including, without limitation, notes, reports or test data the End User develops in connection with the use of the Products, or discussions with Provider’s employees. Without limiting the foregoing in any way, the following information constitutes Service Provider Information: all Provider analytic models and algorithms, and generated Reports and their formats, and any non‐public information relating to Provider’s Products.
Uses, Disclosure and Copying of Confidential Information
End User will treat all Service Provider Information as strictly confidential without limiting the foregoing: End User will not use Service Provider Information except to the extent necessary to use the Products under this Agreement. End User will keep the results of the Products, including any notes, files or reports it creates during its use of the Products, confidential unless otherwise provided in this Agreement or Provider agrees otherwise in writing. End User will not disclose Service Provider Information, except to its employees who need to know such Service Provider Information to use the Products and who are legally obligated to maintain the confidentiality of Service Provider Information and to use Service Provider Information only as permitted by this Agreement.
Service Provider will treat all End User Information as strictly confidential. Without limiting the foregoing: Service Provider will not use End User Information except in connection with performance of services related to the Products. Service Provider will not disclose End User Information, except to their respective employees who need to know such End User Information in connection with performance of services related to the Products and who are legally obligated to maintain the confidentiality of End User Information and to use End User Information only as permitted by this Agreement; and to third parties assisting Provider in connection with performance of services related to the Products who have agreed to keep End User Information confidential and to use End User Information only as permitted by this Agreement (which agreement may be in an agreement that does not specifically mention End User Information as long as End User Information is covered by the agreement).
Each party as a Recipient will exercise at least the same degree of care to preserve the confidentiality of Confidential Information that Recipient exercises to protect its own Confidential Information of a similar level of sensitivity, but in no event less than a reasonable standard of care. The parties further agree in their use of the other parties’ Confidential Information to comply with applicable privacy provisions of the Gramm‐Leach‐Bliley Act of 1999 (Public Law 106‐102, 113 Stat. 1138), as it may be amended from time to time (the “GLB Act”), and the applicable regulations promulgated thereunder, as such regulations are amended from time to time.
In the event Recipient anticipates that it may be required for any reason to release or disclose Confidential Information outside its organization, except as otherwise permitted by this Agreement or except when disclosed in accordance with this Agreement (to comply with legal requirements), Recipient will promptly notify the Discloser and will make reasonable efforts to provide Discloser with a meaningful opportunity to seek a protective order or otherwise respond in such manner as Discloser deems appropriate.
Nothing in this Confidentiality Agreement will grant to Recipient any rights in Discloser’s Confidential Information, including, but not limited to, any patent, copyright, trade secret and other intellectual property rights related thereto.
Exclusions: Neither party’s obligations under this Confidentiality Agreement will extend to Confidential Information to the extent such information: (i) is publicly known at the time in question without a breach of this Agreement provided that the End User’s obligations will apply with respect to any data provided by Provider, notwithstanding the fact that the data may include or consist of information that may otherwise be publicly available; (ii) is provided to Recipient on a non‐confidential basis by a third party that is not itself under any confidentiality obligation with respect to the information; or (iii) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information. However, notwithstanding the fact that a portion of Confidential Information is or becomes non‐confidential, Recipient’s obligations under this Agreement will continue to apply to all other Confidential Information. This Agreement will not prevent Recipient from disclosing Confidential Information to the extent required by a government agency or court of competent jurisdiction.
Permitted Uses; Restrictions on Use
End User may only use the Products for End User’s internal business purposes only consistent with the license granted herein. End User agrees it will not sublicense the Products or transfer or disclose the Products except as provided in this Agreement.
The following additional storage and disclosure restrictions apply:
End User may not store values derived from the Products in a database or other electronic format for the purpose of facilitating retrieval of values in aggregate form or calculating new types of analytics.
Compliance with Legal Requirements
Except as expressly permitted herein, End User may disclose the Products to the extent, and only to the extent, necessary to comply with orders or subpoenas issued by a court of competent jurisdiction or with regulatory examiners with jurisdiction over End User, or to the extent otherwise required by applicable law (the “Legal Requirements”) provided that prior to any particular such disclosure:
End User provides to AVANTEGO reasonable notice of the Legal Requirement and takes such actions as may be necessary or reasonably requested by AVANTEGO to provide AVANTEGO with a reasonable opportunity to seek either a protective order or otherwise to minimize the required disclosure; and End User notifies all auditors and regulators and any other recipients of the Products in writing that the Products may not be copied or used for any purpose other than review or examination of End User except to the extent ordered by a court of competent jurisdiction, and, further, that the Products are proprietary to Provider and their use strictly limited under this End User Agreement.
Upon request, End User will allow Provider or any regulatory agency with jurisdiction over Provider or its customers to review or audit End User’s records, files, processes and controls related to this Agreement and will promptly respond to requests of Provider or a regulatory agency for information, legal and accounting opinions and other documentation related to this Agreement. End User will make its personnel and facilities available and otherwise cooperate reasonably in connection with any such review or audit and will promptly consider any reasonable process improvement suggested in such audit.
Intellectual Property Rights
The Products are the sole and exclusive property of AVANTEGO and/or its licensors. AVANTEGO and/or its licensors reserve all rights in the Products. The Products, models and analytics are not being sold under this Agreement and End User will have no title or ownership interest in the Products or in any copies.
End User may not reverse engineer, modify, summarize, add to or delete information from the Products or create derivative products from the Products. Nothing in this Agreement will be deemed to transfer to End User any rights in any trademark, patent, copyright or other intellectual property.
The Software and Reports are protected under domestic and international trademark and copyright law. You agree to identify ADVANTEGO’s ownership of the trademarks and copyrights in any design or production credits.
You agree that any derivative works created by you, including, but not limited to, reports, analytics, computer software programs and internet websites are considered derivative works under U.S. Law and use of the derivative work is subject to the terms and conditions of this License Agreement. Derivative works may not be sublicensed, sold, leased, rented, lent, or given away without written permission from ADVANTEGO. AVANTEGO shall not be responsible for unauthorized, modified and/or regenerated software or derivative works. Embedding of the ADVANTEGO Reports in any form is strictly prohibited without written permission from ADVANTEGO.
Any breach of the terms of this Agreement shall be cause for termination. In the event of termination, and without limitation of any remedies under law and equity, you agree to immediately discontinue using any software provided by ADVANTEGO and any representation of the ADVANTEGO Analytics or Reports shall certify that no copy remains in your possession or control.
In the event Provider receives notice of any claim that any of the Products violate or infringe on any patent, trade secret, copyright or other proprietary right of any third party, Provider may elect to suspend or terminate this Agreement, which action will in no event be deemed to give rise to any claim against Provider. Provider will also be entitled to pursue legal action for remuneration for any damages.
This Agreement will be construed, and the rights and obligations of the parties hereunder determined, exclusively in accordance with the substantive law of the State of Nevada.
Service Provider may temporarily cease making the Products available to End User pending inquiry into any evidence of or allegations that End User has breached this Agreement. In the event the inquiry reveals that a breach is likely to have occurred, the Service Provider will, in addition to all other rights available under applicable law, have the right, at its sole option, to immediately terminate this Agreement and all duties and obligations of the Provider hereunder.
The End User is not an agent of AVANTEGO and ADVANTEGO is not responsible for any acts or omissions of the End User.
End User may not assign this Agreement without the prior written consent of ADVANTEGO. This Agreement and each of the provisions relating to confidentiality will, however, be binding upon and inure to the benefit of the parties and their successors and assigns and will be binding upon each party’s agents, consultants, subcontractors, directors, officers, partners, principals and employees.
Any breach of those provisions of this Agreement relating to confidentiality may cause substantial and irreparable harm to Proprietor for which an award of monetary damages would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, Proprietor may seek injunctive relief in addition to all other rights and remedies available at law and in equity.
No modification or waiver of any provision of this Agreement will be valid unless such modification or waiver is in writing and signed by the party against whom it is sought to be enforced. No waiver at any time of any provision of this Agreement will be deemed a waiver of any other provision of this Agreement at that time or at any other time.
If any provision of this Agreement is held for any reason to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
End User will indemnify Service Provider and its respective directors, officers, employees, successors and assigns and hold each harmless from and against any and all liabilities, losses, claims, damages, costs and expenses, including reasonable attorneys’ fees, arising directly or indirectly out of the breach of any of End User’s obligations hereunder, whether such breach arises out of its own action or inaction or the action or inaction of End User and its directors, officers, employees, subcontractors, partners, principals and agents, successors and assigns.
If you have questions regarding any of these Terms and Conditions, please feel free to contact us via regular mail at: ADVANTEGO,
Attn: Legal Department, 1 Park Plaza #600, Irvine CA, 92614 or via email at firstname.lastname@example.org.