BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY EXECUTING A WRITTEN AGREEMENT, OR BY USE OF THE VISUALLEASE.COM WEBSITE AT LOGIN.VISUALLEASE.COM AND/OR OTHER DESIGNATED WEBSITES, YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “You” OR “Your” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

If You are acting on behalf of a company and such company has entered into a separate written agreement governing use of the Services, such separate written agreement shall incorporate these terms and where appropriate, supersede these terms.

1.  Services

The Services are defined as the online, web-based lease administration application and platform commonly known as “Visual Lease” as provided at https://login.visuallease.com and/or other designated websites.

2.  License

By granting You a user login, Visual Lease LLC (“VLC”) grants you a non-exclusive, non-transferable license (the “License”) to use the Services.  This license is for the sole purpose of enabling the use of the benefit of the Services as provided by VLC, in the manner permitted by these Terms and Conditions. You may not access the Services if You are our direct competitor, except with our prior written consent.

3.  Your Responsibilities

You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your information (the “Company Data”) and of the means by which You acquired it, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify VLC promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with these Terms and Conditions and applicable laws and government regulations. You may not access the Services if you are VLC’s direct competitor, except with VLC’s prior written consent.  In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.  You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs (collectively “Malicious Code”), (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.  As used herein, a “User” is either You or an individual who is authorized by You to use the Services and who has been supplied a user identification and password by You (or by VLC at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business.

4.  Future Upgrades

VLC shall have the right, in its sole discretion, to: (a) prepare new versions of the Service (or any part thereof) that VLC generally makes available to its other customers (“Update Releases”); (b) determine whether Update Releases shall be included in the Service hereunder; (c) change some or all of the functionality of any component of the Service; (d) make any modification to improve performance and service quality, address error correction and legal requirements or to maintain the competitiveness of the Service; and (e) incorporate into the Service any change at any time.  You agree that your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by VLC regarding future functionality or features.

5.  Proprietary Rights

A.  Reservation of Rights

Subject to the limited rights expressly granted hereunder, VLC reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You, or your Users hereunder other than as expressly set forth herein.

B.  Restrictions

You shall not (i) permit any third party to access the Services except as permitted herein, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to build a competitive product or service, or (vi) copy any features, functions or graphics of the Services.

C.  Ownership of Data

You exclusively own all rights, title and interest in and to all Company Data and may download it at any time.  VLC does not and will not sell or rent Company Data, and access thereto is strictly restricted and used in accordance with specific internal procedures and safeguards governing access.

D. Suggestions

VLC shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including your Users, relating to the operation of the Services.

E.  Federal Government End Use Provisions

In the event VLC provides the Services, including related software and technology, for ultimate federal government end use, it shall be solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance withFAR 12.211(Technical Data) and FAR 12.212(Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with VLC to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

6.  Confidentiality

A.  Definition of Confidential Information

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Your Confidential Information shall include Company Data, including any and all non-public information provided to VLC, both written and in electronic form; VLC’s Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Company Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.  This provision shall survive termination of this Agreement.

B.  Protection of Confidential Information

Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. This provision shall survive termination of this Agreement.

C.  Protection of Company Data

Without limiting the above, VLC shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Company Data. VLC shall not (a) modify Company Data, (b) disclose Company Data except as compelled by law in accordance with Compelled Disclosure below or as expressly permitted in writing by You, or (c) access Company Data except as provided herein or prevent or address service or technical problems, or at Your request in connection with customer support matters. This provision shall survive termination of this Agreement.

D. Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. This provision shall survive termination of this Agreement.

7.  Mutual Indemnification

A.  Indemnification by VLC

VLC shall indemnify and defend the You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party (i) alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property or other rights of a third party, or (ii) arising from a breach of the Agreement by VLC, and shall indemnify You for any damages awarded against (including reasonable attorney’s fees awarded to the third party) You in connection with any such Claim; provided, that You (a) promptly give VLC written notice of the Claim; (b) give VLC sole control of the defense and settlement of the Claim (provided that VLC may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provides VLC with all reasonable assistance, at VLC’s expense.

B.  Indemnification by the Company

You shall indemnify and defend VLC against any Claim made or brought against VLC by a third party (i) alleging that Company Data, or Your use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property or other rights of a third party or violates applicable law, or (ii) arising from a breach of the Agreeement by You, and shall indemnify VLC for any damages awarded against (including reasonable attorney’s fees awarded to the third party) VLC in connection with any such Claim; provided, that VLC (a) promptly gives You written notice of the Claim; (b) gives You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release VLC of all liability); and (c) provides to You all reasonable assistance, at Your expense.

C.  Exclusive Remedy

This Mutual Indemnification section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.

8.  Limitation of Liability

A.  Limitation of Liability

EXCLUDING AMOUNTS PAYABLE IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE AGREEMENT.

B.  Exclusion of Consequential and Related Damages

EXCLUDING AMOUNTS PAYABLE IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES IS VLC LIABLE FOR THE LOSS OF, OR DAMAGE TO, YOUR RECORDS OR DATA.  THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

C.  Termination for Cause

A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

D. Refund or Payment upon Termination

Upon any termination for cause by You, VLC shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by VLC, You shall pay any unpaid fees covering the remainder of the term after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable for the period prior to the effective date of termination.

E.  Return of Company Data

Upon request by You made within 30 days after the effective date of termination of this Agreement, VLC will make available to You for download files of Company Data in Microsoft Excel format along with attachments in their native format. After such 30-day period, VLC shall have no obligation to maintain or provide any of Company Data.

9.  SaaS Warranties and Disclaimers

A.  VLC’s Warranties

VLC warrants that the Services shall be performed materially in accordance with VLC’s promotional literature. For any breach of such warranty, Your exclusive remedy shall be as provided under the “Termination for Cause” and “Refund or Payment upon Termination” provisions.

B.  Mutual Warranties

Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not voluntarily transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).

C.  Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, OR IN A SEPARATE AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10.         General Provisions

A.  Export Compliance

Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

B.  Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.  There are no third-party beneficiaries to this Agreement.

C.  Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

D. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

E.  Attorneys’ Fees

In the event of litigation relating to the subject matter of this Agreement, if it is finally determined that You have breached this Agreement, You shall reimburse the VLC for all reasonable attorney fees and costs resulting therefrom.

F.  Agreement to Governing Law and Jurisdiction

You agree this Agreement shall be governed by the laws of the State of New Jersey,  without regard to choice or conflicts of law rules, and subject to the exclusive jurisdiction of the courts of New Jersey.

G. Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

H.  Parties and Signatories

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with You.