These Terms of Service (the “Terms”) together with the Order Form (collectively, the “Agreement”) constitute a legally binding contract between RenewaFi LLC, a Delaware limited liability company, doing business as Pexapark (“Pexapark,” “we,” “us,” “our”) and you with respect to your use of our websites, applications, and other products, services, and platforms, including our website accessible at Pexapark.com (collectively, the “Service”). BY ACCESSING OR USING THE SERVICE, REGISTERING AN ACCOUNT, OR BY OTHERWISE INDICATING YOUR ASSENT TO THIS AGREEMENT BY SIGNING THE ORDER FORM, CLICKING “I ACCEPT,” OR ANY SIMILAR MECHANISM, YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF AND YOUR COMPANY, AS APPLICABLE, AND ARE CONSENTING TO BE BOUND BY THE TERMS OF THE AGREEMENT.

1. Overview; Service Registration

Before using certain portions of the Service you will need to register with us and create an account, which such registration we may decline or restrict in our sole discretion (an “Account”). If and when you register with or provide information to Pexapark, you agree to: (A) provide accurate, current, and complete information, and (B) maintain and update your information to keep it accurate, current, and complete. By providing Pexapark with your email address or other contact information, you consent to our use of this information to send you Service-related notices and other administrative notices, including any notices that may be required by applicable law.

You are solely responsible for all activity that occurs on your Account. You must keep your Account credentials and any other access information secure at all times, and you agree to notify Pexapark immediately of any breach or suspected breach of security or unauthorized use of your Account. Pexapark will not be liable for any losses caused by any unauthorized use of your Account. You shall not, directly or indirectly, submit to the Service or to Pexapark any personally identifiable information or any other information that may be protected from disclosure by applicable law, except as necessary for the establishment and operation of your Account.

2. Use of the Service

A. Use Right. Subject to your compliance with the terms of the Agreement, Pexapark hereby grants to you during the Term a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Service and Pexapark’s pricing and/or valuation data, materials or information, in the form and format determined by Pexapark (the “Pexapark Data”) solely for your own internal business purposes (“Use Rights”). The Use Rights include the right to download and copy the Pexapark Data, provided such use remains strictly limited to those internal business purposes. Pexapark reserves all rights not expressly granted herein with respect to the Service and the Pexapark Data.

B. Restrictions. You shall not, and shall not permit any third party to:

• Disclosure or Transfer. Sell, rent, lease, loan, license, reproduce, modify, transfer, assign, sublicense, display, publish, distribute, disclose or otherwise make available any Pexapark Data to any third party without Pexapark’s prior written approval.
• Scope of Use. Access, use or download the Pexapark Data for the benefit of any third party or for any purpose other than your own internal business purposes under this Agreement.
• Legal Compliance. Use the Service or the Pexapark Data in a manner that violates any applicable law, regulation, governmental order, or contractual or legal duty owed to any third party.
• Malicious Code. Introduce or transmit malware or other harmful code, or upload, transmit, or store unlawful, infringing, obscene, threatening, defamatory, abusive, or otherwise harmful material through the Service.
• Reverse Engineering. Use, copy, modify, or create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of the software underlying the Service or any part thereof, except to the extent expressly permitted or required by applicable law.
• Security. Access or attempt to access any Pexapark system, data, or network without authorization or through any technology or means not expressly authorized by Pexapark; disrupt, degrade, impair, or interfere with the integrity, security, or operation of the Service or any related systems (including hacking or denial-of-service attacks); or bypass or attempt to bypass any access or use restrictions.
• Scraping and Load. Use scraping, robots, spiders, offline readers, or other automated means to access the Service, or take actions that impose an unreasonable or disproportionate load on Pexapark’s infrastructure.

C. Confidentiality. You shall treat all Pexapark Data as Pexapark’s confidential and proprietary information and shall protect such Pexapark Data using at least the same degree of care you use to protect your own confidential information of similar nature, and in no event less than reasonable care. You shall not disclose Pexapark Data to any third party except as expressly permitted under this Agreement and shall promptly notify Pexapark of any unauthorized access to or disclosure of Pexapark Data.

D. Compliance. You shall, and shall cause your employees and other authorized non-employee users, which must be approved in each case in writing by Pexapark, (together, the “Users”) use the Service, including any Pexapark Data, solely in strict compliance with applicable law and this Agreement, and in a manner that does not impair or jeopardize the value of the Pexapark Data. You shall be responsible for any breach of this Agreement by any of your Users, and agree, at your sole expense, to take reasonable measures to restrain your Users and such parties from prohibited or unauthorized use or disclosure of the Pexapark Data.

E. Non-Compliance. In case of non-compliance with this Agreement, Pexapark reserves the right to deny your access to the Service, revoke your right to use any Pexapark Data, and/or terminate this Agreement.

3. Fees

Access to the Service is subject to subscription fees (“Fees”) as set forth in the Order Form. You agree to pay all Fees promptly, in good faith, and in accordance with our payment instructions. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. If you fail to make any payment when due then, in addition to all other remedies that may be available, (i) we may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law, (ii) you shall reimburse us for all attorney fees and collector fees incurred by us in collecting any late payments or interest; and (iii) we may suspend performance of the Service until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to you or any other party by reason of such suspension. All undisputed amounts payable to us under this Agreement shall be paid by you to us in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

4. Intellectual Property

As between the parties, Pexapark retains and reserves all right, title, and interest, including all intellectual property and proprietary rights, in and to the Service, the Pexapark Data, and all underlying software, technology, methodologies, models, algorithms, processes, and know-how, and any modifications, enhancements, or derivative works thereof. Except for the limited Use Rights expressly granted under Section 2, no rights or licenses are granted to you by implication, estoppel, or otherwise. If you provide any suggestions, comments, ideas, improvements or other feedback relating to the Service (“Feedback”) to Pexapark, Pexapark shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, reproduce, modify, incorporate, and otherwise exploit the Feedback into its products and services. You acknowledge that Feedback is non-confidential and provided voluntarily by you.

5. Third Party Links

Pexapark uses third party products and services, such as Google Cloud Services, to provide the Service (“External Services”). We do not control or give any representations, warranties or endorsements for these External Services, and your use of any External Services is at your own risk. We shall not be liable to you or any third party based on your use of or access to the External Services and you hereby irrevocably waive any claim against Pexapark with respect to the content you submitted to us or operation of any External Service.

6. Privacy Policy

Your use of the Service shall be subject to Pexapark’s Privacy Policy (the “Privacy Policy”), which can be accessed at: https://pexapark.com/privacy-policy/#us-privacy-policy.

7. Term and Termination

This Agreement is effective as of the start date set forth on the Order Form and will remain in effect for the initial term set forth in the Order Form (the “Initial Term”). The Fees for the Initial Term are prepaid and non-refundable except as expressly set forth in this Agreement. Following the Initial Term, this Agreement will automatically renew for successive one (1) year renewal terms (each, a “Renewal Term,” and together with the Initial Term, the “Term”) unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then-current Term. For clarity, any notice of non-renewal will apply only at the end of the then-current Term and will not terminate this Agreement prior to the end of that Term. Except as expressly provided in this Agreement, neither party may terminate this Agreement for convenience during the Term. Either party may terminate this Agreement for cause upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. In addition, Pexapark may immediately suspend this Agreement, and/or your access to and/or use of the Service, or any portion thereof, for any of the following reasons: (a) your material breach of this Agreement (and, if such breach is not cured within the thirty (30) day period, Pexapark may terminate this Agreement); (b) a threat to the integrity of the Service exists as determined by us in our sole and absolute discretion; or (c) if any amount due hereunder is not received by us within fifteen (15) days after it was due, and we provided written notice of same.

Notwithstanding Section 12 of these Terms, Pexapark may modify this Agreement as required by law or to address security, fraud, or abuse, provided such changes do not materially reduce your rights or increase your obligations. Upon termination of this Agreement, your right to access and use the Service shall immediately cease and you shall cease all access to and use of the Service. Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement will survive such expiration or termination, including Sections 2.B. (Restrictions), 2.C. (Confidentiality), 3 (Fees), 7 (Term and Termination), 8 (Disclaimers), 9 (Limitation of Liability); 10 (Indemnification), 11 (Choice of Law and Forum), and 12 (Miscellaneous).

If you have purchased a term-based subscription to the Service, we will use commercially reasonable efforts not to materially degrade the core paid features of the Service during your subscription term, and if we permanently discontinue such core paid features during a prepaid subscription term, we will provide, at our option, a pro-rata refund or credit for the unused portion of the applicable prepaid fees. Subject to the foregoing, we reserve the right at any time to modify or discontinue, temporarily or permanently, the Service or any part or portion thereof. Where reasonably practicable, we will provide advance notice of any material suspension or discontinuation. We may also, from time to time and in our sole discretion, modify certain portions of the Service such that these portions are only available to certain users. Except as expressly set forth in this Agreement, we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, or any part or portion thereof. Nothing in this Agreement shall be construed to obligate Pexapark to maintain and support the Service, or any part or portion thereof, except as expressly set forth in this Agreement.

8. Disclaimers

THE SERVICE IS PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE SERVICE IS CURRENT AND/OR UP-TO-DATE, OR THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT THE SERVICE, OR ANY INFORMATION, SOFTWARE, OR OTHER MATERIAL ACCESSIBLE FROM THE SERVICE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. The use of the Service or the Pexapark Data is entirely at your own risk, and Pexapark expressly disclaims any warranties regarding your use thereof and/or any decisions taken by you based on the use of the Service or the Pexapark Data.

9. Limitation of Liability

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER PARTY HEREUNDER NOR ANY OF ITS AGENTS, SUCCESSORS, OR ASSIGNS, NOR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE SERVICE OR ANY LINKED WEBSITE, WHETHER OR NOT SUCH FIRST PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT BE IN AN AMOUNT THAT EXCEEDS THE AMOUNT OF SERVICE FEES ACTUALLY RECEIVED BY PEXAPARK FROM YOU DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. THE FOREGOING LIMITATIONS AND EXCLUSIONS DO NOT APPLY TO LIABILITY OR CLAIMS TO THE EXTENT ARISING FROM (A) YOUR OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION), (B) YOUR BREACH OF SECTION 2 (USE OF THE SERVICE), OR YOUR UNAUTHORIZED USE, DISCLOSURE, OR MISAPPROPRIATION OF PEXAPARK INTELLECTUAL PROPERTY OR PEXAPARK DATA; (C) EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD; OR (D) YOUR OBLIGATIONS WITH RESPECT TO FEES DUE HEREUNDER.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

10. Indemnification

We will indemnify, defend, and hold you harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses (collectively, “Losses”) that arise directly or indirectly out of or from any third party claim alleging that the Service infringes or misappropriates such third party’s intellectual property rights. The foregoing obligation does not apply to the extent the alleged infringement arises from: (1) content you submitted to us or External Services; (2) access to or use of the Service in combination with any technology, materials, or services not provided by Pexapark; (3) modification of the Service other than by or on behalf of Pexapark or without Pexapark’s prior written approval; or (4) any act or omission for which you are obligated to indemnify Pexapark pursuant to the indemnification provisions below.

You agree to indemnify, defend (at Pexapark’s request), and hold harmless Pexapark, our agents, successors, and assigns, and our and their directors, officers, employees, consultants and other representatives (collectively, the “Pexapark Parties”) from and against any and all Losses that arise directly or indirectly out of or from: (A) your actual or alleged breach of this Agreement; (B) any allegation that materials you submit to us or transmit to the Service infringe, misappropriate, or otherwise violate the intellectual property or other right of any third party; (C) your use of the Service other than as expressly permitted under this Agreement; and/or (D) your violation of any applicable law.

Each party shall promptly notify the other party in writing of any claim for which such party believes it is entitled to be indemnified pursuant to this Section, as the case may be. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee’s failure to perform any obligations under this paragraph will not relieve the Indemnitor of its obligations under this Section 10, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

11.  Choice of Law and Forum

This Agreement and all matters relating hereto shall be governed, construed, and enforced in accordance with the laws of the State of New York other than such laws (including case law) that would require or permit the application of the laws of any other jurisdiction. Other than injunctive or other equitable relief sought by a party, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, whether during or after the Term, shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, as modified or supplemented under this Section 11. The arbitration shall be held in New York City, New York, United States. The costs of the arbitration, including the arbitrator’s fees, shall be shared equally by the parties; provided, however, that each party shall bear the cost of preparing and presenting its own claims and/or defenses including its own attorneys’ fees. Regardless of the nature of the claims asserted by the parties in an arbitration, the arbitrator will not have the authority to award attorneys’ fees, expenses or costs to any party. Notwithstanding the foregoing mandatory arbitration provisions, the parties reserve their right to seek and obtain injunctive or other equitable relief necessary to enforce their legal rights. Any action by a party hereto seeking injunctive or other equitable relief under this Agreement shall be brought and maintained in the appropriate courts in the State of New York, United States. In connection with such a claim for injunctive or other equitable relief, each party irrevocably submits to the exclusive jurisdiction of these courts, agrees to file all pleadings in connection with the subject matter of this Agreement in such courts, and waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of this Agreement in such courts. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES CONTEMPLATED HEREBY.

12. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect, and such provision will be reformed in a manner to effectuate the original intent of the parties as closely as possible and remain enforceable. If such reformation is not possible in a manner that is enforceable, then such term will be severed from the remaining terms, and the remaining terms will remain in effect. This is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between you and us with respect to such subject matter. This Agreement may not be changed, waived or modified except by a written amendment signed by an officer of both parties. Any attempt to amend, modify or vary the terms of this Agreement through a purchase order or invoice, or other document or communication not signed by an officer of both parties and referencing this Agreement will be void. This Agreement is between you and Pexapark; there are no third party beneficiaries. You are responsible for compliance with all applicable laws, including United States export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States or are a foreign person or entity blocked or denied by the United States government. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Neither this Agreement nor any right, obligation or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with Pexapark’s prior written consent, and any attempted assignment, transfer, delegation or sublicense shall be null and void. Pexapark may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion. Pexapark shall not be in breach of this Agreement nor liable for any delay in performing, or failure to perform, any of its obligations under this Agreement, if such delay or failure result from events, circumstances or causes beyond its reasonable control. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Except as explicitly stated otherwise, legal notices shall be served, in the case of Pexapark, at hello@pexapark.com, or, in your case, to contact information you provide on the Order Form or as updated by you from time to time. Notice to you shall be deemed given 24 hours after the email is sent. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. As used in this Agreement, “including” means “including without limitation”.