Capitalized terms are used as defined. “You” refers to you individually, as an individual travel agent authorized by one or more entities which may maintain a separate contractual relationship with Uplift (each, an “Uplift Partner”). “Uplift” refers to Uplift, Inc., a Delaware corporation, and its subsidiaries, including Uplift Canada Services ULC, a British Columbia unlimited liability company.
1. The Services
1.1 Application, Origination and Servicing. Uplift offers access to closed-end installment loan products. Through the Services, a customer may submit a credit application to finance a purchase of travel services. In the United States, all loans originated through the Services are made by CBW Bank, and Uplift provides the bank with services in connection with the origination and servicing of loans. In Canada, Uplift Canada Services ULC originates and services loans.
1.2 Financial Regulation. Consumer lending is regulated in the United States and Canada by federal, state, provincial and territorial laws, including the Truth-in-Lending Act and the Equal Credit Opportunity Act. Uplift is committed to ensuring that customers using the Services receive complete and accurate information about their options. You agree that you will not prevent or impede customers using the Services from receiving required disclosures or from otherwise receiving the benefits of applicable laws.
1.4 Payments. You agree to use the Services only in connection with a traveler’s bona fide purchase of vacation travel goods or services for personal, household or family use.
2. Agent Access and Use of the Services.
You agree that you will access and use the Services only as in accordance with these Terms and as set forth in specifications as may be provided by Uplift from time to time (the “Documentation”). You agree to adhere to all restrictions, guidelines and other requirements set forth in the Documentation. Any component embedded, included or provided by or on behalf of Uplift for use with the Services may only be used in conjunction with the Services, and such use is subject to these Terms. Uplift may, in its sole discretion, with or without notice, at any time change, suspend, or discontinue any aspect of the Services or release bug fixes, updates, upgrades, modifications, enhancements, supplements, or new releases of any of the Services. You are responsible for obtaining and maintaining any computer hardware, software and network infrastructure needed to connect to, access or otherwise use the Services.
3. Customer Information
3.1 Customer Information. Uplift requires customers to provide certain personal information in connection with loan applications and servicing, potentially including an applicant’s name, home address, email address, mobile number, date of birth, annual household income and other financial information, last four digits of social security number (applicable to United States customers) or social insurance number (applicable to Canadian customers, and, in accordance with Canadian legal requirements, it is optional for Canadian customers to provide their social insurance number), purchase information, and, upon finalization of a loan, credit or debit card information (name on card, card number, expiration date, CCV, billing zip or postal code) and social security number or social insurance number (such data, collectively, “Customer Information”). Customer Information is used to make financial decisions. If you provide any Customer Information to Uplift before or during a customer’s loan application process, you represent and warrant that you have the right to provide and use such Customer Information and the foregoing does not violate the rights of any customer or violate any applicable laws. You agree that you will do nothing to induce or persuade the customer to provide Uplift with inaccurate or incomplete Customer Information.
3.2 Ownership. Uplift shall have independent ownership rights to store and use any and all Customer Information without regard to whether the loan process is completed or not completed or without regard to how the Customer Information was collected. Such rights will not affect your independent rights to any Customer Information supplied to you by customers.
4. Geographic Scope
Except as Uplift may expressly permit in the Documentation, the Services are only available to residents of the United States or Canada.
These Terms will continue in full force and effect until terminated either automatically or by Uplift. These Terms will terminate automatically upon the expiration or termination of your relationship with an Uplift Partner, or upon the expiration or termination of Uplift’s agreement with the Uplift Partner through which you have obtained your authorization.
6. Intellectual Property Ownership
Uplift retains all right, title and interest in the Services and all work developed or created by Uplift during the course of providing the Services. To the extent you acquire any right, title or interest in any component of the Services, you hereby irrevocably assign, transfer and convey to Uplift all of your right, title and interest in such component. Uplift shall own any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the Services.
7. Use Restrictions
Except as expressly set forth in these Terms and the Documentation or, with respect to reverse engineering, except as explicitly permitted under the Digital Millennium Copyright Act and other applicable intellectual property laws, you shall not: (i) copy, transfer, sublicense, sell, rent, lease or otherwise distribute the Services; (ii) modify, disassemble, decompile, reverse engineer, create derivative works of, or make any other attempt to: (1) discover or obtain the source code of the Services; (2) send through or store infringing or unlawful material in any of the Services; (3) send through or store in the Services any viruses or any other contaminants (including codes, commands, instructions, devices, techniques, bugs, web bugs, or design flaws) that access (without authorization), alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, inhibit, or shut down any of the Services, or any of Uplift’s computer systems, networks, infrastructures, devices, websites, databases, software or other data or property; (4) attempt to or gain unauthorized access to, or disrupt, the integrity or performance of, the Services; (5) access the Services for the purpose of building a competitive product or service; or (6) use the Services, or permit the Services to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication; (iii) provide access to the Services by a known competitor of Uplift; (iv) remove, obscure or otherwise modify or destroy any proprietary markings of Uplift or other parties that may appear on any components of the Services; (v) use the Services except in accordance with the requirements set forth in these Terms; (vi) use the Services in any unlawful manner, for any unlawful purpose or in violation applicable laws; or (vii) sell or offer for sale illegal, obscene, dangerous, or drug-related materials or firearms or ammunition or any similar material.
8. Agent Information
Uplift may use any information you provide to us, including Confidential Information, in order to detect, prevent or mitigate actual or potential fraud or misuse of the Services, and may share such information with third parties as reasonably appropriate to address such fraud or misuse.
9. Representations and Warranties; Covenants; Disclaimer of Warranty
9.1 Representations and Warranties. You represent and warrant that (i) you have all necessary right, title and authority to enter into and perform under these Terms; (ii) you have obtained all required licenses to carry on business as a travel agent in each jurisdiction in which such licensing is required; and (iii) you are in compliance with all applicable laws in your performance hereunder.
9.2 Covenants. You shall (i) maintain all required licenses to carry on business as a travel agent in each jurisdiction in which such licensing is required; and (ii) you shall comply with all applicable laws in your performance hereunder.
9.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, VERBAL, STATUTORY OR OTHERWISE, AND WHETHER ARISING UNDER THESE TERMS OR OTHERWISE ARE HEREBY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UPLIFT DOES NOT WARRANT THE OPERATION OF THE UPLIFT PAY MONTHLY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
You agree to indemnify, defend and hold Uplift and its officers, directors, managers, agents and employees harmless from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines or judgments, including reasonable legal fees, and costs and expenses incidental thereto, which may be suffered by, accrued against, charged to or recoverable from Uplift or any of its officers, directors, managers, agents or employees arising out of or resulting from: (a) an allegation that any data, copy, or property provided to Uplift by you infringes any trademark or other intellectual property right of a third party; (b) your gross negligence or willful misconduct; or (c) your breach of any applicable law or regulation of any organization, country or political or governmental entity applicable to your business, operations or your obligations under these Terms.
11. Limitation of Liability
11.1 EXCEPT FOR (i) YOUR INDEMNIFICATION OBLIGATIONS, (ii) YOUR MATERIAL BREACH OF SECTION 12 (Confidentiality), AND (iii) YOUR MATERIAL BREACH OF SECTION 6 (Use Restrictions) (COLLECTIVELY, THE “EXCLUSIONS”), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED TWENTY FIVE THOUSAND U.S. DOLLARS ($25,000 USD) IN THE UNITED STATES OR THIRTY-TWO THOUSAND CANADIAN DOLLARS ($32,000 CAD) IN CANADA. EACH PARTY’S LIABILITY FOR THE EXCLUSIONS SHALL NOT EXCEED TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS ($250,000 USD) IN THE UNITED STATES OR THREE HUNDRED TWENTY THOUSAND CANADIAN DOLLARS ($320,000 CAD) IN CANADA.
11.2 EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PENALTIES (INCLUDING LOST PROFITS AND LOST SAVINGS) ARISING OUT OF THESE TERMS, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR PENALTIES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THIS LIMITATION OF LIABILITY WILL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR IN THE EVENT OF PERSONAL INJURY OR DEATH.
All information provided to you by Uplift, whether orally or in writing, is confidential and proprietary information (“Confidential Information”) unless no reasonable person could believe that such information should be understood to be confidential. The Documentation and Customer Information are Confidential Information. You agree that you will not disclose any Confidential Information for any purpose outside the scope of these Terms without Uplift’s prior written consent. You agree that you will protect the confidentiality of Confidential Information using no less than reasonable care and in the same manner that you protect the confidentiality of your own confidences. Upon any termination of these Terms, you will continue to maintain the confidentiality of Confidential Information.
13. Updates to these Terms
Uplift reserves the right, at our discretion, to change these Terms at any time. Uplift will post the revised Terms on the Uplift Pay Monthly Agent Portal and will indicate at the top of this page the date these Terms were last revised. By using the Services after any changes become effective, you agree to be bound by the revised Terms.
14.1 Relationship. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by these Terms. When a customer uses the Services to apply for a loan, the Services do not create any agency or fiduciary relationship between you and the customer.
14.2 Entire Agreement. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.
14.3 Marketing. Either party may include the other’s name or logo in customer or vendor lists in accordance with the other’s standard guidelines. Uplift may refer to your intended use of the Uplift Pay Monthly Service in its marketing materials and on its websites as well as in discussions with Uplift customers, prospective customers, and industry and financial analysts.
14.4 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, such 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 shall remain in effect.
14.5 No Third-Party Beneficiaries. These Terms are solely for the benefit of the parties and their respective successors and permitted assigns, and does not confer any rights or remedies on any other person or entity.
14.6 Interpretation. When used herein, the word “including” is not exclusive, does not limit the generality of the words preceding it and means “including, without limitation”.
14.7 Survival. The parties’ rights and obligations under Section 3 (Customer Information), Section 6 (Intellectual Property Ownership), Section 7 (Use Restrictions), Section 8 (Agent Information), Section 9.3 (Disclaimer), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12 (Confidentiality), and Section 14 (General) shall survive termination of these Terms. Upon termination or expiration of these Terms for any reason whatsoever, all rights granted to you related to the Uplift Pay Monthly Service will immediately terminate.
14.8 Governing Law and Forum. If you are a travel agent within the United States, these Terms shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of law rules, and any dispute arising hereunder shall be brought exclusively in the courts located in Santa Clara County, California. If you are a travel agent within Canada, these Terms shall be governed exclusively by the internal laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to its conflicts of law rules, and any dispute arising hereunder shall be brought exclusively in the courts of the Province of Ontario. Neither party will refer any dispute to the court without having first done their utmost to resolve the dispute in mutual consultation. The United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to these Terms or the parties hereto. The parties further agree to the admissibility of electronic documents in any dispute.
Last Date of Revision: February 14, 2020