Terms & Conditions
1. Acceptance of agreement
By using this website, you agree to accept the terms and conditions of this agreement (the "Agreement") between you and/or any entity you represent (collectively, "you" or the "Customer") and Lyric Financial (“Lyric” “we” or “us”). To request or obtain an advance by means of this website, you will also be required to agree to the additional terms in our Advance Agreement [link here], which incorporates this Agreement by reference. This Agreement governs your use of Lyric's online advance service and related software (the "Service"). You represent that you are authorized to accept the terms of this Agreement on behalf of yourself or the entity you represent. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you may not use the Service.
2. Ownership of intellectual property rights and Customer Data
The parties acknowledge and agree that, subject to this Agreement, Lyric retains all right, title and interest, including all related intellectual property rights, in and to the Lyric technology, the Service, and the contents of the Lyric website (collectively, “Content”). Customer retains all right, title and interest to any and all customer data captured by the Lyric system or provided to Lyric by Customer ("Customer Data"), subject to Lyric's right to use such Customer Data to provide the Service to Customer. This Agreement is not a sale and does not convey any rights of ownership in or related to the Lyric Service, Lyric technology, Lyric Content, or Lyric intellectual property to the Customer except for the limited licenses granted to the Customer under this Agreement. Any and all software, algorithms, applications, source codes, structures, sequences, routines, sub-routines and related programming, engineering or technological matter developed or created by Lyric or its licensors (and all copyrights, patents, trademarks and other proprietary rights related thereto) shall remain the sole, exclusive and perpetual property of Lyric or its licensors. The trademarks, trade names, service names or logos associated with the Service (collectively, the "Marks") are trademarks of Lyric or its licensors, and no right or license is granted to use them. Customer hereby acknowledges Lyric or its Licensors' perpetual and exclusive ownership of and title to the Marks and the goodwill attaching thereto. Customer agrees not to use or attempt to register any trademark, domain name, Twitter handle or other electronic identifier that is confusingly or deceptively similar to the Marks.
3. Customer Data and account information
Lyric does not own any Customer Data, information or material that you submit to the Service in the course of using the Service. You, not Lyric, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and, or as required by law, Lyric shall not be responsible or liable for the deletion, correction, destruction, damage, inadvertent disclosure, loss or failure to store any Customer Data, or for the improper or erroneous upload or extraction of any Customer Data. Lyric reserves the right to withhold, remove and/or discard Customer Data without notice for any breach of this Agreement. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Lyric shall have no obligation to maintain or forward any Customer Data.
You agree to indemnify and hold Lyric (including its parent, subsidiaries, affiliates, officers, directors, agents, and employees, contractors, sub-contractors, licensors, partners and affiliates) harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of your breach or alleged breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party (including without limitation any negligent, willful, tortious or illegal conduct by you affecting a third party). This indemnity will survive termination of this Agreement.
This Agreement will continue in effect until terminated by Lyric as provided hereunder.
Lyric may terminate this Agreement at any time on thirty (30) days written notice to Customer. In addition, any breach of your obligations or unauthorized use of the Lyric Technology, Content or Service, is a material breach of this Agreement, and Lyric may in its sole discretion, terminate your password, account or use of the Service immediately upon such breach. In addition to any other rights granted to Lyric herein, Lyric reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent, if you violate any published Lyric policy, or otherwise engage in any fraudulent or unlawful activities in connection with your use of the Lyric Service. You agree and acknowledge that Lyric has no obligation to retain the Customer Data, and may delete such Customer Data, upon termination. Lyric will have no liability for any suspension or termination of your account in accordance with this paragraph.
7. Copyright and trademark claims
If you believe that the Lyric website or the Service violates your copyright, trademark or other intellectual property rights, please contact Lyric at firstname.lastname@example.org to report your concern, including the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the rights holder; (b) an identification and location on the website (or Service) of the property that is claimed to be infringed; (c) a written statement by such person that he, she or it has a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) such person’s name and contact information, such as telephone number or e-mail address; and (e) a statement by such person that the foregoing information in the notice is accurate and, under penalty of perjury, that the person delivering the notice is the owner of the property in question or authorized to act on the owner’s behalf.
8. Limitation of liability and disclaimer of warranties
LYRIC SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR THE SERVICE, EVEN IF IT HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. LYRIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE LYRIC WEBSITE AND SERVICE ARE PROVIDED “AS IS” AND THE CUSTOMER ASSUMES ALL RISK OF LOSS AND LIABILITY IN CONNECTION WITH CUSTOMER’S USE OF THE LYRIC WEBSITE AND THE SERVICE. IN THE EVENT OF ANY LIABILITY ON THE PART OF LYRIC, CUSTOMER AGREES THAT SUCH LIABILITY SHALL IN NO CASE EXCEED THE NET AMOUNT PAID TO LYRIC BY CUSTOMER IN CONNECTION WITH THE TRANSACTION FROM WHICH THE LIABILITY AROSE.
9. Prohibited activities
You may not, and agree that you shall not, engage in any of the following conduct in connection with your use of Lyric:
○ Impersonating any person or entity, or submitting any materials to Lyric that are false, inaccurate, deceptive, misleading, unlawful, or are otherwise in violation of these terms, including, without limitation, utilizing misleading or otherwise manipulated
identifiers in order to disguise your identity;
○ Interfering with any user’s right to privacy; soliciting or collecting user names, passwords, emails, personal identifying information or other information from any user; engaging in conduct that poses or creates a privacy or security risk to any person; or posting private information about a third party;
○ Engaging in conduct that involves the posting, uploading or transmission of unsolicited or unauthorized advertising or promotional materials, “junk mail,” “chain letters,” unsolicited mass mailing, or “spamming”;
○ Engaging in any action or inaction that could disable, overload, impair the infrastructure of the Lyric website or impair its proper functioning, including, without limitation, uploading, posting or otherwise transmitting any software or materials which contain a virus or other harmful or disruptive component; circumventing,
altering or interfering with any computer software, or security-related features of Lyric website; or deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way utilized in connection with the Lyric website;
○ Accessing or attempting to access the Service using automated means (such as harvesting bots, robots, spiders, or scrapers) or gaining, or attempting to gain, unauthorized access to any servers, computer systems or databases utilized in connection with the Service;
○ Uploading, posting or transmitting any content that advocates or provides instruction on illegal activity or communicating on or through the Service regarding illegal activities with the intent to commit them;
○ Engaging in any conduct that in our sole discretion restricts or inhibits any other user from enjoying the use of the Service.
10. General terms
Any dispute, controversy or claim, whether in tort, contract or otherwise, between you and Lyric that arises from or relates to these Terms & Conditions, including without limitation whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbitrator arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect from time to time. The arbitrator shall be selected by mutual agreement of you and Lyric, or at your or Lyric’s demand to the AAA if you and Lyric are unable to reach mutual agreement on the selection of an arbitrator within fifteen (15) days following the commencement of such discussions, by an experienced commercial arbitrator selected by the AAA. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be Nashville, Tennessee. The language to be used in all arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of Lyric’s right to seek injunctive or other equitable relief in any court of competent jurisdiction. Except as otherwise provided in “Indemnification”, you and Lyric shall each be responsible for your or its own fees, costs and expenses. and one-half of the AAA’s fees, costs and expenses. in connection with any arbitration between you and Lyric, and the arbitrator may not include the payment of attorneys’ fees or expenses as a part of any award, except as otherwise provided in “Indemnification”. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding. You agree to an arbitration on an individual basis. In any dispute, neither you nor Lyric shall be entitled to join or consolidate claims by or against other Lyric Members, or arbitrate any claim as a class representative, class member or in a private attorney general capacity. If any provision of this arbitration agreement is found to be unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). You and Lyric are agreeing to give up any rights to litigate claims in a court or before a jury (but without limiting Lyric’s right to seek injunctive or other equitable relief in any court of competent jurisdiction) or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court, such as access to discovery, may also be unavailable or may be limited in arbitration.
(b) Governing Law
These Terms & Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by, and are to be interpreted and enforced in accordance with, the laws of the State of Tennessee, without regard to New York’s conflicts of laws principles.
You and Lyric hereby agree that if any provision of these Terms & Conditions is adjudicated to be invalid, illegal or unenforceable, such provision will be deemed to be deleted, but the validity, legality and enforceability of the remaining provisions of these Terms & Conditions will not in any way be affected or impaired, and these Terms & Conditions will be enforceable as so modified.
You acknowledge and agree that these Terms & Conditions (including without limitation the additional Terms and Conditions for Members and Clients) may be amended, supplemented or otherwise modified from time to time, in any manner, at the sole election of Lyric, upon written notice to you, delivered (including without limitation by e-mail) to the address then reflected on your Lyric account, and that any such amendment, supplement or other modification shall automatically be binding upon you and Lyric from and after the transmission of such notice. Except as otherwise provided in the immediately preceding sentence, neither these Terms & Conditions, nor any provision hereof, may be amended,
supplemented or otherwise modified or waived except by written agreement between you and Lyric (including without limitation by means of your acceptance online or through other electronic or digital means.
Neither these Terms & Conditions, nor any or your rights or obligations hereunder, may be assigned by you without the prior written approval of Lyric. Lyric has the right to assign these Terms & Conditions, and/or its and/or your rights and/or obligations hereunder, in whole or in part, without any restriction or notice to you. These Terms & Conditions shall inure to the benefit of, and may be enforced by, you and Lyric and your and Lyric’s respective permitted successor and assigns.
(f) Written Agreements, Waivers and Notice; Notice to Lyric
For purposes of these Terms & Conditions, written agreements, waivers and notice may be effected by e-mail or other electronic or digital means, and your acknowledgment or acceptance of, and/or agreement to, a written agreement or waiver may be indicated by electronic or digital means, including without limitation by clicking an “I Agree” box or similar electronic indication of acknowledgment, acceptance, agreement, consent or approval. Except as otherwise noted in these Terms & Conditions, Lyric’s address for the delivery of notice pursuant to these Terms & Conditions is: 1107 8th Avenue South Nashville, TN 37203. You agree to cooperate fully in any Lyric inquiry concerning actual, alleged, or potential violations of these Terms & Conditions.