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Below is the User Agreement for the Payoff and Inquiry System, Inc. (“PoIS” or the “Company”) web site for financial institutions that make, create, and incur automobile loans to consumers (herein, a “Lender” or “Lenders”). This is also where you will find posted updates to this Agreement in the future.
YOUR USE OF THIS WEB SITE AND ITS ENTIRE CONTENTS, INCLUDING BUT NOT LIMITED TO, THE TEXT, DATA, INFORMATION, MATERIALS, SOFTWARE AND GRAPHICS CONTAINED OR PROVIDED THROUGH IT IN ANY FORM OR MEDIA AND ALL SERVICES AND PRODUCTS THAT MAY BE PROVIDED IN CONJUNCTION WITH IT (ALL SUCH INFORMATION AND SERVICES, COLLECTIVELY, THE “WEB SITE”) IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT (“AGREEMENT”). BY USING THE WEBSITE, REGISTERING WITH PoIS AS A LENDER OR ACCEPTING ANY RELATED SERVICES FROM PoIS, YOU AGREE THAT YOU: (1) HAVE READ AND UNDERSTAND, AND HAVE THE CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (2) ARE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
PoIS may change the terms and conditions of this Agreement at any time. In the event of such changes, you will be asked to re-confirm your understanding of the terms and conditions by electronic signature. By using the web site after any such changes take place, you signify your acceptance of the changes and your agreement to be bound by them.
Use of the web site
Subject to the terms of this Agreement, PoIS grants you a revocable, non-transferable, non-exclusive limited license to use those portions of the web site to which you are granted access (herein, the “Services”). Except to the extent that PoIS has previously provided you with written authorization to do so, you may only use this web site for your own commercial use and not for any use on behalf of any third party. Use of the web site is intended only for citizens or residents of the United States or its territories.
You may not download or print hard copies of pages or reports from the web site or portions thereof unless otherwise previously authorized by PoIS in writing, you may do so only for your own commercial use and not on behalf of any third party. And such downloads/hard copies must contain the following -- “Copyright (c) [current year] PoIS, Inc. All rights reserved” at the bottom of any downloaded or printed page.
Except as expressly set forth in this Agreement or otherwise authorized by PoIS in writing, you may not modify, copy, distribute, disclose, retransmit, sell, publish, broadcast, or circulate this Web site, or any portion of it (including, but not limited to, any download or printed copies made from it) without PoIS’s prior written consent. PoIS has the right, at any time without notice, to: (i) revoke or limit your license to use the web site or any portion of it, and (ii) change or discontinue providing the web site or any portion of it. PoIS has no obligation to update the web site or to correct any errors or omissions that might be contained in it.
Ownership and Copyright
You acknowledge and agree that this web site and the information contained in or associated with it are owned by PoIS and/or third-party content providers (“Content Providers”) and are protected by U.S. and international copyright and other intellectual property laws. You further acknowledge and agree that you will not use this data or information for any unlawful or unauthorized purpose, and that you will use reasonable efforts to protect them from illicit distribution or use. Each Content Provider is a third party beneficiary of this Agreement to the extent necessary to enable it to enforce its proprietary and intellectual property rights in the data and the applicable use restrictions contained in this Agreement.
Payoff and Inquiry System, Inc., PoIS, and associated logos and imprints are registered marks of PoIS. You will not use or allow any third party to use any of PoIS’s marks, including but not limited to the foregoing, without the prior express written approval of PoIS. All marks not owned by PoIS are the property of their respective owners.
Disclaimer of Warranties
THIS WEB SITE IS PROVIDED “AS IS” WITH ALL FAULTS. PoIS AND ITS CONTENT PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THE WEB SITE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OWNERSHIP, NONINFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE.
NEITHER PoIS NOR ITS CONTENT PROVIDERS WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE WEB SITE. NEITHER PoIS NOR ITS CONTENT PROVIDERS SHALL BE RESPONSIBLE FOR FINANCIAL OR OTHER DECISIONS BY USERS, DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THIS WEB SITE.
NEITHER PoIS NOR ITS CONTENT PROVIDERS WARRANT THAT THIS WEB SITE COMPLIES WITH THE REQUIREMENTS OF THE LAWS OF ANY JURISDICTION.
Some jurisdictions do not permit the exclusion or limitation of implied warranties; consequently, the foregoing exclusions or limitations may not apply in all cases.
Limitation of Liability
NEITHER PoIS NOR ITS CONTENT PROVIDERS NOR ANY PERSON THROUGH WHOM PoIS MAKES THE WEBSITE AVAILABLE SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT, THE WEB SITE, OR THE USE OF, OR RELIANCE ON, THE WEB SITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEPT TO THE EXTENT SUCH DAMAGES ARISE DIRECTLY FROM A WILLFUL BREACH BY PoIS (OR SUCH OTHER PERSON) OF ANY OF ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT.
THE AGGREGATE LIABILITY OF PoIS AND ITS CONTENT PROVIDERS ARISING FROM OR RELATING TO THIS AGREEMENT, THE WEB SITE, AND THE USE OF, OR RELIANCE ON, THIS WEB SITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES THAT CAN BE FINALLY PROVED IN A COURT OF COMPETENT JURISDICTION IN AN AMOUNT NOT TO EXCEED $1,000.
NEITHER PoIS NOR ITS CONTENT PROVIDERS SHALL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THE FOREGOING, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EVEN IF PoIS OR ITS CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; therefore, the foregoing limitations or exclusions may not apply in all cases.
You agree to indemnify, hold harmless, and defend PoIS, its affiliates and its Content Providers from and against any and all claims, liabilities, losses, costs (including but not limited to reasonable attorneys’ fees), and/or damages of any kind arising out of or in connection with (i) your use of the web site, (ii) your breach of this Agreement, and (iii) any messages, information, or materials uploaded, posted, published, or transmitted by you in connection with the web site.
Use of the System and PoIS Services.
Lender agrees to access the PoIS System to facilitate the payoff of secured loans and the delivery of vehicle titles and Lien Release letters for all loans that are presented by outside parties through the Services. Lender will use the PoIS System only in accordance with the instructions available on the PoIS website as such may be amended by PoIS from time to time.
Electronic Payments. The Services will permit Lender to receive payments on certain outstanding loans once the amount of such payment has been agreed to by the Lender and an outside party that subscribes to the Company’s services. Lender will maintain arrangements in place to accept receipt of such funds electronically through the Automated Clearing House (“ACH”) financial network. Lender agrees to receive a NACHA standard ACH file from PoIS which contains source and amount data for each day’s approved transactions.
Title Handling. Upon receipt of the agreed payment, Lender agrees to ship the appropriate title documents (whether in paper form, electronic form or otherwise) to PoIS within [ ] business days. In the event that Lender fails to timely provide all of such title documents and has not elected to use the Lien Release program as set forth in next succeeding section, below, Lender shall advise PoIS of the reason for not providing such documents.
Lien Release Program. If Lender determines that some or all of the required title documents are unavailable, Lender may engage the Company to acquire such documents on Lender’s behalf. For each such event, Lender shall pay the Company in accordance with the fee schedule set forth as Attachment A hereto, as the same may be modified from time to time. Lender specifically authorizes the Company to release any and all such title documents to the applicable outside party upon receipt and further authorizes the Company to release, on Lender’s behalf, a letter in a form designed by Lender on Lender’s letterhead, releasing the lien on the automobile. Where a lien and title have been released through the Services, Lender hereby makes, constitutes, and appoints PoIS or its duly authorized agents as its attorney-in-fact, to effectuate the passage of title to the applicable outside party, and shall take any other action or execute appropriate paperwork that may reasonably become necessary to permit such title to pass to the applicable outside party.
Post-System Entry Complications. The Parties recognize that from time to time, complications may occur in processing certain transactions due to factors outside of the PoIS System processes. Examples of such complications include, without limitation, delays or complications resulting from: (a) difficulties in obtaining or locating the required title documents (such as missing or lost title documents), (b) issues between the outside party in obtaining required documents or rights to the vehicle, (c) issues in resolving a loan between Lender and a borrower, and (d) failure to use the PoIS System in accordance with the instructions. In the event that such complications or delays arise, PoIS will advise Lender of the reason for the delay and will work with the other party or Lender to resolve the issue as soon as possible.
Payments for Services.
Prices for Services provided by the Company hereunder are set forth in Attachment A, and are hereby incorporated by reference. Company may agree to provide Services free of charge or in return for non-monetary compensation. For Services that have an associated fee, the Company shall invoice Lender and Lender shall pay in all fees, charges and other amounts due and owing by Lender pursuant to this Agreement. Invoices shall be due and payable within thirty (30) calendar days from the date of such invoice. Lender must notify Company in writing of any dispute or disagreement with any invoiced charge within sixty (60) days after the date of such invoice or Lender shall be deemed to have agreed to the charges as invoiced. Late payments are subject to a late charge equal to the lesser of one and one-half percent (1½%) per month or the maximum amount permitted by law. All fees payable under this Agreement shall exclude sales, use and other taxes, and the Company reserves the right to invoice and collect any such taxes, fees or other charges from Lender.
Software Delivery and Lender’s System.
The Company shall provide the Services to Lender in a form and format reasonably susceptible of being or accessed through the Internet. Company does not and cannot guarantee how the Services will work in conjunction with other programs and processes resident on Lender’s network. Company does not provide, and does not assume, any responsibility for any network or connectivity used by Lender to access the Services. The Company reserves the right to modify, upgrade or otherwise change the Services. Any such changes, modifications or upgrades shall be deemed to constitute part of the Services and shall be subject to all terms and provisions set forth in this Agreement.
If you register with the web site, you are required to select a password, which you may then modify at any time, and as often as you like. You may not select any password that violates any third party’s rights or is offensive, improper or inappropriate. If PoIS determines, in its sole discretion, that any password you select is inappropriate for any reason, PoIS may delete that password and/or limit or terminate your access to the web site.
Passwords must be changed from time to time, aa prompted by the system, but no less than once every sixty (60) days. User is responsible for maintenance and safe storage of all current and former passwords. If a user forgets and cannot locate their password, a “Forgot my password” prompt at login allows the user to choose a new password.
Your password is for your use only, as an authorized employee of Lender, and you agree to keep it secret and not to share it with anyone (except as expressly allowed under this User Agreement or in accordance with Lender’s internal policies and controls).
YOU ARE RESPONSIBLE FOR ALL USE, ACTIVITIES, AND CHARGES ASSOCIATED WITH OR ARISING FROM ANY USE OF YOUR PASSWORD, REGARDLESS OF WHETHER YOU AUTHORIZED SUCH USE. YOU MUST PROMPTLY NOTIFY PoIS (USING THE TOLL-FREE NUMBER OR E-MAIL ADDRESS LISTED BELOW UNDER “CUSTOMER SERVICE AND PRODUCT SUPPORT”) OF ANY UNAUTHORIZED USE OF YOUR PASSWORD.
Third-Party Web Sites, Links, and Information
The web site may contain information, products, and services provided by third parties, and links (including advertisements) to web sites made available by third parties. This information and these products, services, and links are provided only as a convenience to users of this web site. PoIS does not control this information or these products, services or web sites, PoIS does not make any representations or warranties, express or implied, regarding this information or these products, services or web sites, and it shall not be liable for any information or services received from them. Inclusion of any of the foregoing in this web site does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with PoIS with respect to any third party, and third party’s web site or its content, or any information, products, or services provided by a third party.
Privacy and Information Made Available by You
PoIS shall have the right to use and disclose any information provided by you through the web site (including but not limited to information provided through e-mail) or made available through your use of the web site, for any lawful purpose, unless you indicate otherwise in the the web site. In no event shall you be entitled to any compensation for the use of any of this information.
Subscription and Service
You may not use the Services described herein without a valid subscription from PoIS. To obtain a subscription, you must register for the Service either by completing the online registration form available on the web site or by calling the toll-free number listed below under “Customer Service and Product Support.” Your subscription will not be valid unless and until PoIS accepts your registration. By registering, you represent and warrant that all registration information that you provide is true, complete and accurate, and you agree to notify PoIS promptly of any changes to your registration information, either by editing the current information , or by calling the toll-free number listed below under “Customer Service and Product Support.”
PoIS RESERVES THE RIGHT TO CHANGE PRICES AT ANY TIME WITHOUT NOTICE (INCLUDING BUT NOT LIMITED TO ADDING OR REMOVING FEATURES ON THE WEB SITE). IF YOU ARE DISSATISFIED WITH ANY SUCH CHANGES, OR IF YOU ARE OTHERWISE DISSATISFIED WITH THE SERVICE (INCLUDING PERFORMANCE OR AVAILABILITY), YOUR ONLY REMEDY WILL BE TO CANCEL YOUR REGISTRATION AS A USER OF THE SERVICE.
Governing Law and Jurisdiction; Entire Agreement
This User Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any jurisdiction other than that of the State of Delaware. You hereby consent to, and agree to bring any and all claims in, the exclusive jurisdiction of the state and federal courts in Delaware for any action or proceeding arising under or relating to this User Agreement, the web site, or the use of, or reliance on, this web site, whether based in contract or tort or otherwise. This agreement constitutes the entire agreement between you and PoIS regarding the subject matter hereof and shall supersede any and all prior agreements, written or oral, between the parties.
Customer Service and Product Support
Payment for the use of the Services shall be as follows:
1) Contract Fee
Lender shall pay $0___ to establish Lender as a Member of the Company network.
2) Seat License
Lender shall pay a license fee of $0___ per month per each simultaneous access to the Company website.
3) Transaction Fee
Lender shall pay $0___ for each transaction successfully funded through the Company system.
4) Replacement Title Fee
In the event a replacement title is required, and Lender chooses to request Company’s assistance securing the replacement title, Lender shall agrees to pay all DMV fees, service provider fees, overnight postage and shipping fees. The Company fee for this service is $10.00 per replacement title request, payable upon service request. Company will provide a summary of charges monthly, which statement shall be due and payable as outlined in Section 3 of the SOFTWARE AND WEBSITE SUBSCRIPTION AGREEMENT.