Terms of use

Our Terms of Use

Last updated: 10 August 2021

 

These Terms of Use are an agreement between LeaseAccelerator, Inc., and its affiliates, which include LeaseAccelerator Services, LLC (“LAS”) and EZLease, LLC (“EZLease”), (which are collectively referred to below as “we” or “us” and in the possessive “our”) and any visitor or user (each a “User” or “you”) regarding access to and use of any of our sites (each a “Website”). A Website includes all associated resources and content, including our software as a service offerings (“SaaS Services”) and webcasts, online seminars, audio and video resources, text messages such as interaction with our online representatives and documents such as white papers and press releases (“Content”).

One of our software-as-a-service offerings provided through the Website are the provision of an online system for matching financing sources with borrowers and lessees (the “Marketplace” described in more detail below). A User includes any RPF Bidder, as described below, and these terms of use include specific obligations of such Users to us.

Any right given to you to access and use the Website, including any Content and SaaS Services, is non-exclusive, non-transferrable and revocable at any time.

Please note that all uses of the word “including” means “including, without limitation” in these Terms of Use.

1. Acceptance of Agreement 

By using the Website, Users agree to comply with and be legally bound by these Terms of Use and our Privacy Policy. If you do not agree to these Terms of Use, you must not use or continue to use the Website.

We may revise these Terms of Use and the Privacy Policy at any time and from time to time without notice to you. The revised Terms of Use and Privacy Policy will be effective when posted on the Website.

Our SaaS Services and certain Content may be subject to additional agreements, rules, policies, and other terms and conditions. If your use of our SaaS Services is pursuant to a subscription agreement (a “Subscription Agreement”) directly with you or with one of customers (each a “Customer”) that is authorizing your access and use of the SaaS Services, you must comply the terms of that Subscription Agreement in addition to these Terms of Use. If your access to Content may also be subject to a separate agreement with us (a “Content Agreement”), the terms of that agreement are in addition to these terms of use. In the event of a conflict or inconsistency between a Subscription Agreement or a Content Agreement and these Terms of Use and , the terms of the separate agreement will have precedence with respect to your access and use of that SaaS Service or that Content.

2. User Registration

A Certain Content or SaaS Services may require you to register in order to gain access. If registration is required, you agree to provide us with accurate, complete registration information. Your registration must be done using your real name and accurate information. Registration using any fictitious information will mean that your access to any services through the Website is unauthorized and the permission granted by us for your to access the Website is void.

The information requested at the time of registration may include your name, company, contact information, the capacity in which your are registering (i.e., as borrower/lessee, lender/lessor, syndicator or vendor), and a billing address in the event access to or use of the Content or SaaS Services requires payment of fees to us.

Certain requests for information will be optional. For example, a User may provide a profile for preferred transactions. Whether required or optionally provided by the User, all information provided by a User regarding itself, either as part of the initial registration process or subsequently is referred to as “User Information”.

We reserve the right to, but we are not required to, authenticate User registration information. By registering you authorize us to take such action as we believe is appropriate to conduct such authentication. If your registration is accepted by us, that registration is personal to you and any company on whose behalf you are registering. You must not permit any other person to use your registration to access or use Content or SaaS Services. You are responsible for preventing such unauthorized access or use.

3. General Guidelines on Use of the Website

You agree to comply with our access procedures and practices (including security measures) as then in effect and as may be supplemented or modified by us from time to time (the “Access Procedures”). You agree not to attempt to circumvent any of our Access Procedures. You agree that you will not and will not assist any other person in attempting to access information and the parts of the Website you are not authorized to see.

Our Access Procedures may require the selection by you of a username and password. You must maintain the confidentiality of your password and are responsible for all activities that occur under that password. You must promptly notify us of any known or suspected unauthorized use or disclosure of your password or any other breach of security. You must never allow any other person to use your name and password to access the Website, any Content or any SaaS Services, including the Marketplace.

You must act in a professional business manner in using the Website and any SaaS Services. Each User agrees not to use the Website and SaaS Services, including the Marketplace:

  • other than for its intended purpose and in a manner that you are authorized to do;
  • to collect, store or use information about other Users or specific transactions other than forthe specific purpose for which that information was provided;
  • to transmit any viruses or harmful code;
  • to identify transactions as a lead generation tool for the User’s own distribution channel,in an attempt to avoid fees;
  • to impersonate any person or entity or falsely state or otherwise misrepresent affiliationwith a person or entity;
  • to forge or otherwise manipulate identifiers in order to disguise the origin of anytransaction or information transmitted to or posted; or
  • to post, email or otherwise transmit any information that is inaccurate or misleading.Without limiting the foregoing, you agree that you will not access or use the Website or SaaS Services in a manner that• is defamatory, insulting, demeaning, harassing or offensive to any individual or class of individuals;
  • violates anyone’s privacy or privacy rights, including by transmittal of a individual sensitive or personal information;
  • violates or infringes anyone’s intellectual property rights;
  • to disrupt the proper working of the Website or SaaS Services or otherwise act in a mannerthat negatively affects other Users’ ability to engage access and use the Website or SaaSServices;
  • to violate any applicable local, state, national or international law and any regulationshaving the force of law or our policies, guidelines or terms of use; or
  • involves the use of automation – e.g. robots or spider.We reserves the right, without obligation, to monitor usage of the Website and, in addition to other remedies available to us, to terminate use by any Users who we determine, in the exercise of our sole discretion, to have failed to abide by these Terms of Use.

4. Use of Content

You may display on your computer, view, listen to, and play Content and, if made available for that purpose, download or print Content, provided that: (a) any such activity is in accordance with the Content Agreement or SaaS Agreement governing access and use of that Content; (b) you use the Content solely for your own informational purposes; (c) you do not modify or alter the Content in any way, including by way of conversion of any Content from its existing format; and (d) you do not redistribute the Content.

5. The Marketplace

In addition to the general guidelines on use of any portion of the Website to access our services, the following guidelines apply to any User’s access to the Marketplace.

(a) Marketplace Process

A request for proposal using Marketplace (a “RFP”) is initiated by a User seeking lease financing (the “RFP Author”) and released to potential financing sources. The RFP must set forth an actual (not fictitious) opportunity for financing of the identified types of merchandise and related costs. Those Users to whom the RFP is directed (the “RFP Bidders”) must respond only with a financing proposal (a “Proposal”) that represents terms under which the responding RFP Bidder is willing and able to complete a financing transaction (the “Transaction”), subject to customary industry conditions to funding such as credit committee approval, due diligence and execution of appropriate documentation.

The winning RFP Bidder will be notified of its selection (the “Selected Bidder”). The Selected Bidder will be required to confirm that it remains willing and able to fund the transaction. Once the Selected Bidder gives the RFP Author this confirmation, both parties are obligated to complete the Transaction in accord with the term of the RFP and the Proposal. Each other RFP Bidder will be notified that the transaction has not been awarded to it.

Participation in the Marketplace requires Users to provide detailed information concerning their Marketplace transactions (collectively, “Transaction Information”). Users are solely responsible for all Transaction Information they make available in the Marketplace.

The Selected Bidder agrees provide all supporting lease documentation and asset-level information contemporaneously with any funding of a Transaction. If PureDocs is being used to document a Transaction, the Selected Bidder must provide us, in an electronic format, all vendor invoices to be

included in a lease schedule for the Transaction. This material must be provided to us by the Selected Bidder as soon as practicable after being notified of its selection so that we can assemble the final documents for RFP Bidder’s review and signature.

Subject to uses permitted pursuant to the Privacy Policy, the following confidentiality provisions apply to the Marketplace. All information provided to a potential RFP Bidder by or on behalf of the RFP Author, including the any pricing included in the RFP, the existence of the RFP and the name of the RFP Author, are to remain confidential. Proposals are to be confidential among RFP Bidder, RFP Author, and us. The name of the RFP Bidder receiving the award of a funding transaction and the terms of that award are private among the RFP Bidder, the RFP Author, and us.

Each User agrees to comply with all applicable laws in connection with its use of the Marketplace. Each User should consult with its own legal counsel to assure that such User is familiar with and complies with such laws.

We have the right, but not the obligation, to monitor and review the content on the Marketplace and any User’s usage to determine compliance with these Terms of Use and any other operating rules established by us, to satisfy any law, regulation or authorized government request, or for other purposes. Each User understand and acknowledge that we do not monitor Transaction Information for accuracy or reliability.

In addition to all other remedies available to us, Users who fail to comply with these Terms of Use lose permission to access the Website including the ability to participate in the Marketplace.

(b) Marketplace Fees

Use of the Marketplace , including, without limitation, the establishment or continuation of any financing relationship between a User and a RFP Bidder, will require the payment to us of certain fees. The fee structure for the fees payable to us (collectively, the “Transaction Fee Structure”) will be set forth in the initial RFP but if none is specified, the fee is 1 percent of the original equipment value of the leased equipment. The Transaction Fee Structure will apply to any financing transaction (a “Fee Transaction”) for which a RFP has been submitted using the Marketplace and any subsequent financing of equipment with any RFP Bidder, which equipment belongs to or falls under the same “Category” and regardless of any changes in the financing, including (1) a change in the identity of the party to the RFP (e.g. a party to the transaction is an successor to or affiliate, associate or designee of the RFP Author or RFP Bidder, as the case may be); (2) the expiration of the stated duration of the RFP, the Proposal or the initial financing program; (3) the exceeding of the dollar amounts set forth in the RFP, the Proposal or the initial financing program; or (4) a change in or addition of a location at which the equipment will be used. For purposes of this paragraph equipment of the same “Category” means equipment that falls together within any of the following equipment groupings (which are not intended to be mutually exclusive): (1) industrial, manufacturing, machine tools and mining machinery and equipment; (2) material handling equipment, vessels and containers; (3) construction and off-road equipment; (4) medical technology and equipment; (5) transportation vehicles and equipment, including, without limitation, commercial and corporate aircraft, rail cars and rolling stock, trucks and other motor vehicles; (6) business, retail and office equipment; and (7) IT equipment and software.

The RFP Bidder financing the Transaction and the RFP Author each are liable, jointly, and severally, to us for fees calculated under the Transaction Fee Structure even if the relevant transaction is consummated without use of any of our Website services. Once any portion of a Fee Transaction is funded, we must be promptly notified of the funding by providing us the relevant contractual documentation.

In addition, with respect to any Fee Transaction covering technology assets (such as computers, computer peripherals, electronics, semiconductors, software, or telecommunications) (a “Funded Technology Transaction”), the User responsible for the fees on the initial funding will also be liable to us for fees on any transaction that covers any add-ons or upgrades to such technology assets. The Transaction Fee Structure for any such add-on or upgrade transaction will be the same as the Transaction Fee Structure for the Funded Technology Transaction.

In addition to direct obligations to us of the RFP Author and the RFP Bidder receiving the Transaction award, we are a third-party beneficiary of the agreement between the RFP Author and such RFP Bidder for the payment of our fees. No agreement between the RFP Author and the RFP Bidder will negate or otherwise be a substitute for any existing agreement that the RFP Author or the RPF Bidder has directly with us regarding payment of our fees.

(c) Information Requests

Users are required to respond promptly and accurately to information requests made by us concerning Fee Transactions. In order to facilitate management of and reporting on the RFP Author’s lease portfolio at the asset level and if requested by the RFP Author, the RFP Bidder financing the Transaction agrees to provide to us:

  • copies of lease documents (e.g. master lease agreements and schedules with any attachments, exhibits and certificates of acceptance) and asset-level data in a consistent electronic format for all past lease transactions between the Selected Bidder and the RFP Author; and
  • duplicates of all lease invoices for all active lease schedules in the manner requested.

(d) Ownership of Transaction Information

Any documentation of a Transaction or any other Transaction Information and documentation provided by a Selected Bidder to us will be:

  • owned jointly by the RFP Author and the Selected Bidder and any such joint owner will have independent and severable rights with respect to that information; and
  • licensed to us for the purpose of provision of services to any User, which license will be perpetual, irrevocable, royalty-free, transferable and sub-licensable.

The foregoing rights and licenses are subject to any pre-existing confidentially obligation, including those obligations contained herein.

(e) Puredocs

We provide to Users form documentation and documentation services (collectively, “PureDocs”). You acknowledge and agree that PureDocs and the PureDocs library of documents provided by us contain copyrighted material that is protected by applicable intellectual property and other laws. We grant you a personal, non-transferable, non-exclusive, limited right and license to use PureDocs and the PureDocs library of documents for the limited purposes of negotiating and executing Fee Transactions. You shall not (nor allow any third party to) copy, modify, create a derivative work of, sell, assign, rent, lease, loan, sublicense, grant a security interest in or otherwise transfer any right in PureDocs or any document in the PureDocs library of documents, except for such copies, modifications and derivative works of the PureDocs library of documents as may be necessary in connection with the negotiation and execution of Fee Transactions. Notwithstanding the foregoing, we acknowledge and agree that Fee Transactions may be sold, assigned, subleased, transferred, or otherwise disposed of, in whole or in part.

ALL PUREDOCS DOCUMENTATION AND THE PUREDOCS SERVICES ARE PROVIDED FOR THE CONVENIENCE OF OUR USERS AS SAMPLES ONLY, TO BE NEGOTIATED BY THE PARTIES IN ACCORDANCE WITH THEIR PARTICULAR CIRCUMSTANCES. NEITHER THE PUREDOCS DOCUMENTATION NOR THE PUREDOCS SERVICES CONSTITUTE (NOR SHOULD THEY BE CONSIDERED) LEGAL ADVICE OR SERVICES TO ANY PARTY, AND THEY ARE PROVIDED WITH THE UNDERSTANDING THAT WE ARE NOT ENGAGED IN RENDERING LEGAL SERVICES. WE DO NOT WARRANT OR GUARANTEE THE LEGAL SUITABILITY, ACCURACY OR COMPLETENESS OF THE PUREDOCS DOCUMENTATION OR THE PUREDOCS SERVICES. ALL PARTIES SHOULD SEEK THE SERVICES OF COMPETENT PROFESSIONAL PERSONNEL IN CONNECTION WITH ANY PROPOSED TRANSACTION.

6. Privacy Policy

Our policy is to respect and protect the privacy of our Users. Please refer to our Privacy Policy for further information.

7. Termination

We reserve the right to terminate your access to and use of the Website at any time for any or no reason.

8. Third-Party Content 

We are a distributor (and not a publisher) of content supplied by third parties and Users of the Website. Accordingly, we have no editorial control over such content. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information provided by other Users of the Website, are those of the respective author(s) or distributor(s) of that information and not of us. We neither endorse nor are we responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Website by anyone other than our authorized spokespersons while acting in their official capacities.

9. Links

Our provision of a link to any other website or location is for your convenience and does not signify our endorsement of such other site or location or its contents. WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, OR FOR YOUR USE OF SUCH INFORMATION.

10. Copyright, Information Ownership and Limitations on Use

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, other than its intended purposes, any portion of the Website or use of or access to the Website . You agree not to sell, resell or exploit for any commercial purposes other than Fee Transactions, any portion of PureDocs, PureDocs documentation or PureDocs services. The Website and PureDocs are provided for each User’s internal use only in connection with funding of Fee Transactions. The Content is copyrighted by us and/or our licensors under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by us or our licensors. The Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission. You must not remove and must abide by all copyright notices, information, or restrictions contained in or attached to any Content.

We do not claim ownership of the content you submit to the Website. You grant to us a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right, with respect to the content you introduce into the Website as necessary for us to provide the SaaS Services to you or your principal and to administer the Website including the Marketplace, subject only to restrictions on our use of such content set forth in our Privacy Policy. We own all statistical and billing data that we create on a non- personally identifiable basis relating to the usage of the Website or the services we provide to any User.

The foregoing rights and licenses are in addition to any others granted under any other agreement between a User and us. The grants in this Section 10 will survive the termination of any relationship between a User and us.

11. Trademarks

Certain of the names, logos, and other materials displayed on the Website constitute our or other entities’ trademarks, tradenames, service marks or logos (“Marks”). You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.

12. Export Restrictions/Legal Compliance

You are prohibited from accessing, downloading, using or exporting the Content or SaaS services, in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws, restrictions and regulations of any United States or applicable agency or authority. Without limitation of the foregoing, you agree not directly or indirectly provide or otherwise make available our services and products in violation of any such restrictions, laws or regulations. Our Content and SaaS Services, including the underlying information or technology used in providing the same, may not be provided made available, either directly or indirectly, into including the accounting for or management of any leases, in any country subject to U.S. trade sanctions or embargos, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions. By agreeing to these Terms of Use, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. We may, but are not required to, employ or implement processes and procedures to restrict User access in violation of the foregoing.

13. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF OUR WEBSITE, INCLUDING WITHOUT LIMITATION, THE MARKETPLACE IS AT YOUR SOLE RISK. THE WEBSITE, THE CONTENT AND THE SAAS SERVICES, INCLUDING THE MARKETPLACE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE PRODUCTS OR SERVICES OF ANY USER AND MERELY ACT AS A PASSIVE CONDUIT FOR THE DISSEMINATION OF INFORMATION CONCERNING MARKETPLACE TRANSACTIONS AND OTHER WEBSITE SERVICES.

WE MAKE NO WARRANTY THAT OUR WEBSITE INCLUDING THE MARKETPLACE, THE CONTENT OR THE SAAS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO OUR WEBSITE INCLUDING THE CONTENT AND THE SAAS SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR WEBSITE INCLUDING THE MARKETPLACE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH OUR WEBSITE INCLUDING THE MARKETPLACE OR THAT DEFECTS IN OUR WEBSITE INCLUDING THE MARKETPLACE WILL BE CORRECTED.

WE ARE NOT ENGAGED IN THE PROVISION OF ANY PROFESSIONAL SERVICES, INCLUDING LEGAL OR ACCOUNTING SERVICES.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OUR WEBSITE INCLUDING THE MARKETPLACE OR ANY TRANSACTIONS ENTERED INTO THROUGH OUR WEBSITE INCLUDING THE MARKETPLACE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, ON OR THROUGH OUR WEBSITE INCLUDING THE MARKETPLACE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

14. Limitations on Liability

YOU UNDERSTAND THAT, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF OUR WEBSITE INCLUDING THE MARKETPLACE AND/OR ARISING OUT OF OR IN CONNECTION WITH THE PUREDOCS DOCUMENTATION OR THE PUREDOCS SERVICES (INCLUDING BUT NOT LIMITED TO INADEQUACIES, ERRORS OR OMISSIONS). THE FOREGOING LIMITATIONS ON LIABILITY WILL BE APPLICABLE WHETHER ANY SUCH LOSS, DAMAGE OR EXPENSE ARISES IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO STRICT LIABILITY AND NEGLIGENCE) OR OTHERWISE, NOTWITHSTANDING FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

15. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

16. Indemnification

You agree to indemnify, hold harmless and, at our option, defend us, our parents, subsidiaries, affiliates, officers, directors, licensors, co-branders or other partners, employees, consultants and agents from and against any and all third- party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from (1) any false, misleading or inaccurate information you (or anyone using your account) submits, posts or transmits through our Website including the Marketplace, (2) violation by you or anyone using your account of the rights of any other person (other than any infringement claim based solely on our design or development of the Website; (3) your (or anyone using your account’s) violation of these Terms of Use or the Privacy Policy, (4) your (or anyone using your account’s) violation of any rights of any other person or entity or (5) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by you into our Website including the Marketplace.

17. Miscellaneous

These Terms of Use constitute the entire and exclusive and final statement of the agreement between you and us with respect to the subject matter hereof, and govern your use of the Website, superseding any prior agreements or negotiations between you and us with respect to the subject matter hereof. These Terms of Use and the relationship between you and us will be governed by the laws of the Commonwealth of Virginia as applied to agreements made, entered into and performed entirely in Virginia by Virginia residents, notwithstanding your actual place of residence. All actions arising out of these Terms of Use or out of your use of the Website will be brought in the federal or state courts located in Fairfax County, Virginia, and you and we hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. Our failure to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of these Terms of Use remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms of Use or your use of the Website must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. The terms of Sections 5 and 10 through 16, as well as any other limitations on liability explicitly set forth herein, will survive the expiration or earlier termination of these Terms of Use for any reason. Our (and our licensors’) proprietary rights (including any and all intellectual property rights) in and to the Content, SaaS Services, Puredocs and the Website will survive the expiration or earlier termination of these Terms of Use for any reason.