Services Agreement
 
LENDINGEASE SERVICES AGREEMENT

         IMPORTANT:  THIS LENDINGEASE SERVICES AGREEMENT (“Agreement”) IS A LEGALLY BINDING AGREEMENT BETWEEN THE LICENSEE HEREUNDER (either a business organization or an individual and referred to below as “Client” or "you") AND LOGICEASE SOLUTIONS INC. (“LSI”). BEFORE PROCEEDING, YOU SHOULD CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON “I ACCEPT THE TERMS AND CONDITIONS OF THE LENDINGEASE SERVICES AGREEMENT” BELOW AND USING THE LENDINGEASE SERVICES, YOU ARE CONSENTING TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CLICK ON “I ACCEPT THE TERMS AND CONDITIONS OF THE LENDINGEASE SERVICES AGREEMENT” BELOW. PLEASE NOTE THAT YOU WILL NOT BE PERMITTED TO PURCHSE LENDINGEASE SERVICES UNLESS YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1.    LENDINGEASE SERVICES.
     1.1    License and Service Terms.  LSI will deliver the LendingEase Services to Client via Internet access to the LendingEase™ website (www.LendingEase.com, the “Website”) for the Agreement Term. The LendingEase Services are a library of interactive Web-based regulatory compliance training courses on key regulatory compliance and related topics. New training modules will be available as they are released to address new laws and regulations.  Subject to the terms of this Agreement, LSI grants to Client a personal, nontransferable, nonexclusive license (“License”) to access the LendingEase Services. No other license or right in or to any LendingEase Service is granted or shall be implied by this Agreement. LSI may provide any or all of the LendingEase Services through an independent third party; provided, that such independent third party is reasonably capable of fulfilling LSI’s obligations in the performance of the LendingEase Services and agrees to comply with the obligations set forth in this Agreement.

     1.2    Use of Services.  Client shall only use the LendingEase Services in accordance with the terms and conditions of this Agreement as well as the Terms of Use and the Privacy Statement (collectively, the “LSI Terms of Use”) posted on the Website. In the event of any conflict between the terms and conditions contained in this Agreement and the LSI Terms of Use, the terms of this Agreement shall control. Client agrees not to use the information, reports, text, video, graphics, audio, and other materials available on the Website (collectively, the “Content”)  for any purpose other than as a general reference and research tool.  Information obtained through the use of the Services is intended for Client’s sole use and may not be transferred, distributed or resold in whole or in part; provided, that Client may view, copy, print, and/or distribute internally Content from the Website subject to the following conditions: (i) a significant portion of the Content may not be downloaded, printed out or stored, (ii) Content is used for internal, personal, non-commercial and informational purposes only, (ii) Content may not be copied, distributed, modified, transmitted, reused, re-posted or otherwise displayed for public or commercial purposes without the express written permission of LSI for each such use of the Content, and (iii) and original copyright notice is prominently displayed on the Content without alteration by Client or a third party. No right, title or interest in any downloaded, printed or stored Content or materials is transferred to Client as a result of any such downloading, printing or storing. In no event shall Client access or use the LendingEase Services or Content for the purpose or benefit of any third party, nor shall Client access or use the LendingEase Services or Content to provide consultation, advice, or service of any kind to any third party. Client is  prohibited from using any of the marks or logos appearing throughout the Website without express written consent from the trademark owner, unless otherwise permitted by applicable law.

     1.3    Training and Support.  LSI shall provide training in the LendingEase Services to Client’s administrative personnel as necessary to permit Client to access the LendingEase Services. LSI’s client support team shall provide Client, directly or through an independent third party provider selected by LSI, technical response and support services by telephone. Such support services will be available Monday through Friday between the hours of 7:30 a.m. and 5:30 p.m. Pacific time, excluding federal holidays. Client support will also be provided via email (directly or through the Website) to the client support team at clientsupport@ComplianceEase.com. Telephone, email, and Website inquiries will be addressed as soon as possible in the order received, beginning on the same or next regularly scheduled client support day. Client support services shall be limited to those required in connection with proper use of the LendingEase Services as contemplated by this Agreement. Without limiting the foregoing, Client support services shall not include services necessitated by (i) defects in connectivity or in any website, hardware or software other than as owned or operated by or on behalf of LSI, or (ii) improper use of any equipment, server, connective device or website. In the event Client requests support and the problem for which LSI was called to correct is determined to have been caused by equipment or software not provided by LSI under this Agreement, or caused by abuse of the LendingEase Services, unauthorized modifications to the LendingEase Services, operators using improper operating procedures, LSI retains the right to charge Client at LSI’s then current time and material rates for all time and costs incurred in responding to the support request.

2.    SERVICE FEES.  The fees for the LendingEase Services are stated on the LendingEase Website and are quoted net of all applicable taxes and duties which, where appropriate, will be payable by Client to ComplianceEase (or to the relevant tax authorities as applicable) in addition to the listed fees. Client aggress to incur the applicable fee for each LendingEase Service requested. Fees are payable in U.S. dollars at the time of purchase and are refundable only in accordance with the LendingEase Refund Policy posted on the LendingEase Website.

3.    WARRANTIES AND DISCLAIMERS.

     3.1    Limited Warranty.  LSI warrants to Client LSI warrants to Client that it owns or is authorized to use all Intellectual Property (as defined in Section 4.1 below) used in the creation and provisioning of the LendingEase Services. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LSI OR LSI’S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

     3.2    Warranty Disclaimers.  THE LENDINGEASE SERVICES ARE PROVIDED TO CLIENT “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND LSI DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  WITH RESPECT TO THE USE OF AND ACCESS TO THE LENDINGEASE SERVICES THROUGH THE INTERNET, LSI DOES NOT WARRANT THAT THE INTERNET, CLIENT’S SYSTEM OR NETWORK WILL BE UNINTERRUPTED OR ERROR FREE.  USE OF THE INTERNET AND CLIENT’S SYSTEM AND NETWORK WILL BE AT CLIENT’S SOLE RISK.  FURTHER, LSI DOES NOT WARRANT THAT CERTAIN RESULTS MAY OR WILL BE OBTAINED BY CLIENT IN CONNECTION WITH ITS USE OF THE LENDINGEASE SERVICES. THE LENDINGEASE SERVICES MAY CONTAIN TECHNICAL, TYPOGRAPHICAL OR OTHER ERRORS OR INACCURACIES AND MAY NOT BE COMPLETE OR CURRENT. LSI RESERVES THE RIGHT TO CORRECT ERRORS OR OTHERWISE CHANGE OR UPDATE THE CONTENT AT ANY TIME WITHOUT NOTICE, BUT NOT GUARANTEE THAT ANY ERRORS, INACCURACIES, OR OMISSIONS WILL BE CORRECTED.

     CLIENT ASSUMES FULL RESPONSIBILITY FOR ITS USE OF THE LENDINGEASE SERVICES AND THE INTERNET.  LSI SHALL NOT HAVE ANY LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT OR OTHERWISE WITH RESPECT TO ANY PERFORMANCE PROBLEM, CLAIM OF INFRINGEMENT OR OTHER MATTER TO THE EXTENT ATTRIBUTABLE TO ANY UNAUTHORIZED OR IMPROPER USE OR MODIFICATION OF THE LENDINGEASE SERVICES, OR ANY UNAUTHORIZED COMBINATION OF THE LENDINGEASE SERVICES WITH PRODUCTS AND SERVICES PROVIDED BY THIRD PARTIES.  CLIENT ACKNOWLEDGES AND AGREES THAT LSI DOES NOT OPERATE OR CONTROL THE INTERNET AND CLIENT FURTHER RECOGNIZES THAT IRRESPECTIVE OF LSI’S PERFORMANCE:  (i) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE MAY ADVERSELY AFFECT THE LENDINGEASE SERVICES; AND (ii) UNAUTHORIZED USERS (e.g., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO CLIENT’S DATA, WEB-SITES, COMPUTERS, OR NETWORKS.

     IF ANY EXCLUSION STATED IN THIS SECTION 3.2 IS HELD UNENFORCEABLE, THEN ANY APPLICABLE EXPRESS OR IMPLIED WARRANTY SHALL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS AFTER THE EFFECTIVE DATE, AND NO WARRANTIES SHALL APPLY AFTER THAT PERIOD.

     3.3    Legal Disclaimer.  LSI DOES NOT ENGAGE IN THE PRACTICE OF LAW AND THE ONLINE REGULATORY COMPLIANCE TRAINING SERVICES PROVIDED BY LSI ARE INTENDED AS GENERAL INFORMATION ONLY. LSI IS NOT ENGAGED IN RENDERING LEGAL SERVICES AND THE INFORMATION PROVIDED THROUGH THE USE OF THE LENDINGEASE SERVICE DOES NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS LEGAL ADVICE. THE LENDINGEASE SERVICES ARE NOT A SUBSTITUTE FOR THE ADVICE OF AN ATTORNEY.  IF LEGAL ADVICE IS REQUIRED, THE SERVICES OF A COMPETENT ATTORNEY SHOULD BE SOUGHT. IN ADDITION, LSI DOES NOT PROVIDE TAX, ACCOUNTING, OR FINANCIAL PLANNING SERVICES. IF TAX, ACCOUNTING OR FINANCIAL PLANNING SERVICES ARE DESIRED, A LICENSED TAX PLANNER, ACCOUNTANT OR FINANCIAL PLANNER SHOULD BE ENGAGED.

4.    PROPRIETARY INFORMATION.

     4.1    Definitions.  A party disclosing Proprietary Information may be referred to as a “Disclosing Party”; a party receiving Proprietary Information may be referred to as a “Receiving Party”; and a party’s employees, service providers and agents and their employees and agents may be referred to as “Representatives”. “Proprietary Information” means any information or data, whether in written, oral, or electronic form, that is confidential and/or proprietary to the Disclosing Party (or a third party from which the Disclosing Party has obtained such information). Proprietary Information includes but is not limited to Intellectual Property, and all information relating to such party’s business, finances, marketing, products, services, customers or other third parties, or manner of operation. “Intellectual Property” means all inventions, works of authorship, information fixed in any tangible medium of expression, moral rights, mask works, trademarks, trade names, trade dress, trade secrets, know-how, ideas, and all other subject matter protectable under patent, copyright, moral right, mask work, trademarks, trade secret, or other laws, including without limitation all new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, artwork, software, programming, applets, scripts, and designs. Without limiting the foregoing, this Agreement shall be considered a confidential and proprietary document by the parties. Each party hereto agrees that neither this Agreement nor any provision, term or condition hereof shall be disclosed by it to any third party without the prior written consent of the other party, except as may be expressly required by the order of a court or other governmental body of competent jurisdiction. In the event that LSI and Company are parties to a separate confidentiality or nondisclosure agreement (a “NDA”), then except as expressly provided herein, nothing in this Section 4 shall supersede or limit the terms of such NDA, but nor shall the NDA limit any terms hereof that are more protective of Confidential Information than those in the NDA.

     4.2    Protection. With respect to the other party’s Proprietary Information, each of the parties agrees that it shall, and shall cause its Representatives to (i) treat such information as strictly confidential and not disclose such information to any third party or Representative, except those Representatives who are required to have such information in order to perform their responsibilities in the ordinary course of business relative to the purposes of this Agreement, (ii) use all commercially reasonable efforts to safeguard such information from unauthorized use or disclosure, and (iii) not use such information other than in the course of carrying out the contemplated purposes of this Agreement. Each party shall be liable for any breach of this Agreement by its Representatives. The Receiving Party may make disclosures of Proprietary Information to the extent required by applicable law, rule, regulation, order or regulator request (a “Disclosure Requirement”); provided, that Receiving Party shall (i) if legally permissible, notify the Disclosing Party as promptly as practicable of the Disclosure Requirement, (ii) at Disclosing Party’s expense, use commercially reasonable efforts to limit disclosure and obtain confidential treatment or a protective order, or cooperate with Disclosing Party in obtaining such remedy, and (iii) if necessary, provide its consent so that Disclosing Party may participate in any proceeding related to the Disclosure Requirement.
     Notwithstanding the foregoing, the confidentiality obligations of the Receiving Party hereunder shall not apply to information that the Receiving Party can convincingly demonstrate (i) is already in the possession of the Receiving Party without restrictions on disclosure prior to the time of disclosure under this Agreement, (ii) is or becomes generally available to the public other than as a result of the actions or omissions of the Receiving Party or its Representatives, (iii) is independently developed by the Receiving Party without any use of or reference to the Proprietary Information, or (iv) becomes available to the Receiving Party on a non-confidential basis from a source that, to the best of the Receiving Party’s knowledge, is not prohibited from disclosing such information to the Receiving Party by a legal, contractual or fiduciary obligation.

     4.3    Ownership. Neither the LendingEase Services nor any work performed or created for Client by LSI is a work made for hire. As between LSI and Client, title to, ownership of, and all rights, title and interest in the LendingEase Services, all Content, and all current and future technology provided by LSI and/or its licensors that supports or is related to the LendingEase Services will be and remain with LSI and its licensors. Except with respect to the limited right to access and use the LendingEase Services as expressly provided herein, Client acquires no right, title or interest in the LendingEase Services or any technology supporting or related to the LendingEase Services. Without limitation of the foregoing provisions, with respect to LSI Proprietary Information Client shall not (i) decompile, disassemble or in any way reverse engineer any such Proprietary Information, or modify or create derivative works or improvements based upon any such Proprietary Information or any portion thereof, or seek to obtain intellectual property protection in any such Proprietary Information or any portion thereof; (ii) copy, duplicate or otherwise reproduce any such Proprietary Information, except for archival purposes or as necessary to allow its personnel to use such Proprietary Information pursuant to this Agreement; (iii) remove or alter any product identification, trademark, copyright, confidentiality, proprietary or other notice affixed to or embodied within any such Proprietary Information; (iv) rent, sublicense, assign, share or transfer any such Proprietary Information or its rights under this Agreement to any third party; or (v) use any such Proprietary Information for any purpose or in any manner inconsistent with this Agreement. LSI prohibits caching and unauthorized hypertext links to its Website and the framing of any content available through its Website.

     4.4    Judicial Enforcement.  The parties agree that an impending or existing violation of any provision of this Section 4 may cause the Disclosing Party irreparable injury for which it would have no adequate remedy at law, and agree that the Disclosing Party shall be entitled to seek immediate injunctive relief prohibiting such violation, without the necessity of posting bond, in addition to any other rights and remedies available to it.

5.    TERM AND TERMINATION. The initial term of this Agreement (“Initial Term”) shall be one year from the Schedule Effective Date.  Thereafter the term shall be automatically renewed for successive one year periods (each a “Renewal Term”) unless either party provides written notice to the other party of its intention not to renew this Agreement not less than 30 days before the expiration of the then current term. In the event that either party elects not to renew this Agreement pursuant to this Section IX, this Agreement shall expire at the end of the Initial Term or the then current Renewal Term. Notwithstanding the foregoing, (i) if any payment due from Client is not received by LSI within 20 days after the due date, at its option LSI may terminate this Agreement upon notice, and (ii) this Agreement shall automatically terminate if for any reason LSI ceases to have the right to distribute the LendingEase Services.

     In addition to the foregoing, either party may terminate this Agreement if: (i) the other party breaches any other provision of this Agreement and fails to cure that breach within 30 days after its receipt of a written notice from the nonbreaching party, or if cure requires more than 30 days, cure is not commenced during the 30 day period and pursued diligently to completion; (ii) the other party materially breaches any provision of Section 4 of this Agreement or commits any other act or omission that materially threatens the party’s Proprietary Information or proprietary rights; or (iii) the other party files a petition in bankruptcy, has had a bankruptcy petition filed against, is adjudicated as bankrupt, has a receiver, trustee or other court officer appointed for its property, takes advantage of the insolvency laws of any jurisdiction to which it is subject, makes an assignment for the benefit of creditors, is voluntarily or involuntarily dissolved, or admits in writing its inability to pay debts as they come due; provided, that where any such proceeding is involuntary and contested by the subject party, such proceeding shall not trigger a right of termination under this paragraph if it is discharged within 60 days of the filing or other institution thereof.  
     LSI may suspend or terminate (as appropriate) Client’s use of the LendingEase Services at any time without prior notice in order to: (i) comply with any law, regulation, court order, or other governmental request or order which requires immediate action; or (ii) otherwise protect LSI from potential legal liability. LSI shall use commercially reasonable efforts to notify Client of the reasons for such suspension or termination action as soon as reasonably practicable. In the event of a suspension, LSI shall promptly restore use of the LendingEase Services to Client as soon as the event giving rise to the suspension has been resolved.  Nothing contained in this Agreement shall be construed to limit LSI’s action or remedies in any way with respect to any of the foregoing activities.

     Immediately upon expiration or termination of this Agreement, Client’s right and license to use any of the LendingEase Services shall terminate and Client shall immediately (i) cease using in any manner or by any means whatsoever any LSI Proprietary Information or LendingEase Service, and all derivatives or modifications of any of them, (ii) deliver to LSI all copies of any LSI Proprietary Information in its possession, custody or control, and (iii) destroy and/or irretrievably erase all LSI Proprietary Information in its possession, custody or control that is stored in any storage facility or media that for any reason cannot be delivered to LSI.

6.    LIMITATION OF LIABILITY. In addition to any limitations on the rights, obligations or liabilities of either party set forth elsewhere in this Agreement, the following limitations on liability shall apply:

     THE PARTIES AGREE THAT EXCEPT WITH RESPECT TO ANY BREACH OF SECTION 4 ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE PROVISION OF SERVICES HEREUNDER OR THE USE, MISUSE OR INABILITY TO USE ANY SERVICES (INCLUDING BUT NOT LIMITED TO LOSS OF USE OR GOODWILL, INTERRUPTION OF BUSINESS, LOSS OF PROFITS OR REVENUE, AND COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), REGARDLESS OF THE FORM OF ACTION WHETHER, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF CLIENT OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  LSI IS EXPRESSLY NOT LIABLE FOR ANY DAMAGES OR LOSSES IF CLIENT ORIGINATES, UNDERWRITES, PURCHASES, SELLS, SERVICES, TRANSFERS OR TAKES ANY OTHER ACTION ON A LOAN BASED ON INFORMATION IN THE WEBSITE OR THE CONTENT, EVEN IF SUCH INFORMATION IS INCORRECT OR INCOMPLETE.  IF CLIENT IS DISSATISFIED WITH THE LENDINGEASE SERVICES OR ANY TERMS UNDER WHICH SUCH SERVICES ARE MADE AVAILABLE, CLIENT’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE LENDINGEASE SERVICES.

7.    MISCELLANEOUS
     7.1    Entire Agreement; Validity.  This Agreement (and the NDA, if any) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter. If there is any conflict between this Agreement and the terms or conditions of any purchase order or other document delivered to LSI by Client, the terms and conditions of this Agreement shall control. Except as otherwise provided in this Section 7.2, no amendment to or modification of this Agreement shall be effective unless set forth in a writing signed by LSI and Client. Each party agrees that it has negotiated and reviewed this Agreement and that any rule of construction or interpretation requiring resolution of any ambiguities in this Agreement against the drafting party shall not apply in the construction or interpretation of this Agreement. The headings in this Agreement are for convenience only and shall have no effect on its interpretation. This Agreement may be executed in counterparts, each of which shall be deemed an original (including facsimile copies) but all of which together shall constitute one and the same Agreement. This Agreement shall be enforceable only when all parties have signed it or a counterpart of it. Delivery of an executed counterpart hereof (or any Service Schedule) by facsimile shall be as effective as delivery of a manually executed counterpart. If any term, covenant, or condition of this Agreement (including all schedules hereto) or the application thereof to any person, entity, or circumstance is held invalid or unenforceable to any extent by a final decision of a court of competent jurisdiction, after all appeal rights have expired or have been exhausted or waived, that term, covenant, or condition shall be deemed amended to the extent required by such decision. The remainder of this Agreement and the application of the challenged term, covenant, or condition to persons, entities, or circumstances other than those as to which it is held invalid or unenforceable shall not be affected and shall be valid and enforceable to the fullest extent permitted by law.

     7.2    Relationship of Parties.  The parties agree and acknowledge that the relationship of the parties is in the nature of independent contractors. Neither party hereto shall have the right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give or is intended to give any rights of any kind to any third persons.

     7.3    Notices.  Any notice or other document to be provided under this Agreement shall be in writing to a party at the specified address for that party (which for you shall be the address submitted on your registration), unless a different address has been notified to the other in writing for this purpose. The specified address for LSI shall be One Bay Plaza, 1350 Bayshore Highway, Suite LL33, Burlingame, CA 94010. Notices shall be deemed given: (i) upon personal delivery; (ii) upon delivery, if sent by a reputable overnight courier with tracking capabilities; (iii) if sent by fax or electronic mail, upon confirmation of receipt; or (iv) if sent by U.S. Post (postage prepaid, certified mail, return receipt requested), upon receipt.

     7.4    Assignment.  Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, that such consent shall not be required in the event of a Change of Control.  “Change of Control” means (i) the sale, transfer or other disposition of all or substantially all of the assets of the assigning party, (ii) a merger or consolidation in which the assigning party is not the surviving entity, (iii) any reverse merger in which the assigning party is the surviving entity but in which 50% or more of such party’s outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such merger, or (iv) the acquisition of 50% or more of the outstanding voting stock of the assigning party by a person or group of related persons other than such party, a person that directly or indirectly controls, is controlled by or is under common control with such party, or any existing shareholder of such party as of the Effective Date. This Agreement shall be binding upon the parties' respective successors and permitted assigns.

     7.5    Waiver; Remedies.  No waiver by either party of any of rights pursuant to this Agreement shall be effective unless set forth in a writing delivered to the other party. No course of dealing, delay in exercising any right, power, or remedy, acceptance of payments, finance charges, or performance from a party when that party is in default, or enforcement of any remedy shall operate as a waiver or otherwise prejudice a party’s rights, powers, or remedies pursuant to this Agreement. All rights and remedies of the parties pursuant to this Agreement shall be cumulative and none shall exclude any other right or remedy given by this Agreement or by law.

     7.6    Governing Law; Venue. 
The laws of the State of California, without reference to its laws on choice of law, shall govern the validity, construction, performance, and enforcement of this Agreement.  The parties agree that the federal and state courts within San Francisco, California have exclusive jurisdiction and venue over all controversies in connection with this Agreement and hereby (i) submit to such jurisdiction and venue and waive the defense of forum non conveniens and (ii) consent to the service of process in any such action by registered mail, return receipt requested, or by any other means provided by law. In the event that a dispute arises either directly or indirectly out of this Agreement, then and in the event that suit or action is instituted to enforce or interpret the terms of this Agreement, the prevailing party in such suit or action, or on the appeal of such suit or action, shall be entitled to an award of its reasonable attorneys fees as set by the court before which the matter is heard or appealed, and their costs, including reasonable attorney fees and costs in collection of any judgment.

     7.7    Force Majeure. 
Except for the obligation to pay money, neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed, restricted or prevented by reason of any act of nature, fire, natural disaster, war, act of government, labor action or strike, unavailability of materials, labor, utilities (including Internet) or supplies or any other thing beyond the control of such party (“Force Majeure”), provided the party so affected has promptly notified the other party thereof and uses its commercially reasonable efforts to avoid or remove the causes of nonperformance and continues performance hereunder reasonably promptly after those causes are removed.  

     7.8    Survival.  Any provision of this Agreement that contemplates performance subsequent to the expiration or earlier termination of this Agreement, or that expressly states that it shall survive termination of the Agreement, shall so survive such expiration or termination and shall continue in full force and effect until fully satisfied.  

     7.9    Schedule Effective Date.  The effective date of this Agreement (the “Schedule Effective Date”) shall be the date that Client accepts the terms and Conditions hereof as indicated at the top of this Schedule L.

If you accept all terms and conditions of the above LendingEase Services Agreement, CLICK “I ACCEPT THE TERMS AND CONDITIONS OF THE LENDINGEASE SERVICES AGREEMENT” BELOW.  By clicking such button, you:

1. Acknowledge that you have read and understood this Agreement;
2. Agree to be bound by the terms of this Agreement exactly as if it were printed on paper and signed by you; and
3. Warrant that no material changes have been made to this Agreement by or for you since it was made available to you by LSI.

If you do not accept all terms and conditions of the above LendingEase Services Agreement, just close this window and terminate the registration process.