LAST UPDATED September 16, 2020
ThirtySixteen Group, LLC ("ThirtySixteen") has developed a proprietary platform known as Approve Owl™ ("Approve Owl"), which is licensed to auto dealerships (each, a "Dealer" or, collectively, the "Dealers") for their use in evaluating applications for customer financing ("Financing") in connection with such customer's purchase of an automobile (each such customer is referred to herein, individually, including you, as a "Customer" and, collectively, including you, as the "Customers"). Approve Owl uses third-party licensed technology to connect to your bank accounts and other financial accounts ("Accounts"), retrieve information from your Accounts, and report such information to your Dealer.
You, as a Customer of a Dealer, are accessing this portal because you were directed to do so by your Dealer in connection with your application for automobile purchase financing. These Terms of Service (these "Terms") constitute an agreement binding on you. By accepting these Terms, or accessing the Portal, you agree to these Terms and represent that you have all rights to do so for yourself or on behalf of your employer or other agent, principal, entity, or affiliate who is the applicant for Financing.
You are accessing Approve Owl in order to, and you hereby do, authorize Approve Owl to access your Accounts and provide information (your "Data") retrieved from your Accounts to your Dealer.
The first step in using Approve Owl is for you to create a personal profile (your "Profile"). You acknowledge that the personal information may be shared with Licensors and may be stored on the Approve Owl platform or any Licensor system or platform. You must ensure that your information is accurate, complete, and up-to-date at all times, and you must notify us if you learn of any unauthorized access to or use of your Profile.
Right of Account Access
You represent and warrant that you have all necessary rights and powers to access and use your Accounts and to authorize Approve Owl to access, use, and retrieve Data from your Accounts. You will comply with all laws and regulations applicable thereto, as well as any rules and other terms or conditions that we or any Licensor my post.
Representations and Warranties
You represent and warrant that you shall not: (1) use or access anyone else's Accounts or related data, (2) submit information to Approve Owl about anyone else's identity or Accounts or that violates any third-party rights, or (3) use Approve Owl for any fraudulent, illegal or misleading purpose. You also agree not to (a) modify, reverse engineer or seek to gain unauthorized access to Approve Owl (including any Licensor application, platform, or system) or related systems, data or source code, (b) bypass or circumvent measures designed to prevent or limit access to any part of Approve Owl (including any Licensor application, platform, or system), (c) rent, lease, provide access to or sublicense any elements of Approve Owl (including any Licensor application, platform, or system) to a third party or use Approve Owl (including any Licensor application, platform, or system) on behalf of or to provide services to third parties, (d) copy, modify or create derivative works of Approve Owl (including any Licensor application, platform, or system) or remove any of of Approve Owl's proprietary notices, (e) access Approve Owl (including any Licensor application, platform, or system) for competitive purposes or publish any benchmark or performance information about Approve Owl, or (f) use Approve Owl (including any Licensor application, platform, or system) in any manner that could damage, disable, overburden, or impair the functioning of Approve Owl (including any Licensor application, platform, or system) or interfere with, disrupt or negatively affect other Customers or Approve Owl users.
You acknowledge that ThirtySixteen owns all right, title and interest (including intellectual property rights) in and to Approve Owl and all of its features and our related websites and technology. If you choose to give us feedback, suggestions or other inputs about Approve Owl, we will own such feedback, suggestions, and inputs, and may use them without restriction and without any obligation to you.
TO THE EXTENT PERMITTED BY LAW, Approve Owl IS PROVIDED "AS IS" AND "AS AVAILABLE," AND ANY USE IS AT YOUR DISCRETION AND RISK. THIRTYSIXTEEN, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS AND LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. THIRTYSIXTEEN DOES NOT WARRANT THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY OF YOUR DATA WILL BE ACCURATE OR COMPLETE OR THAT THIRTYSIXTEEN WILL MAINTAIN ANY DATA WITHOUT LOSS.
TO THE EXTENT PERMITTED BY LAW, THIRTY SIXTEEN, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS WILL NOT BE RESPONSIBLE FOR: (A) ANY LOST PROFITS, LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR (B) ANY DAMAGES OR AMOUNTS EXCEEDING, IN THE AGGREGATE, THE GREATER OF (1) THE AMOUNT YOU PAID US TO USE Approve Owl AND (2) ONE HUNDRED U.S. DOLLARS (US $100).
Indemnification by You
Your application for Financing, and your Dealer's use of your Data in connection with your Financing or otherwise, and your rights related thereto, is exclusively between you and your Dealer and is subject to separate agreements between you and your Dealer, if any, and applicable laws.
Your Accounts and your right to authorize Approve Owl to access them is governed by separate agreements between you and the institutions ("Account Owners") that own and operate your Accounts.
Approve Owl incorporates software it has licensed from third-parties ("Licensors") into its platform, specifically, for example, the software that enables and manages Approve Owl's connection to your Accounts. You may be subject to additional terms or conditions of use by Licensors. You may contact us for more information about such software and Licensees.
ThirtySixteen is not responsible for the acts or omissions of your Dealer or your Account Owners. You expressly hold ThirtySixteen and Approve Owl harmless with respect to any claims you may have related to your relationship with your Dealer and your Account Owners, respectively. Furthermore, ThirtySixteen is not responsible for any obligations you may owe directly to any Licensor. You hereby agree to indemnify and defend ThirtySixteen and Approve Owl from and against any damages, costs, expenses (including reasonable attorneys' fees and costs), penalties, and the like incurred by ThirtySixteen in any claims, suit, or action made, filed, or taken against ThirtySixteen in connection with your relationship with or duties and obligations to your Dealer, Your Account Holders, and any Licensors, any use by you of Approve Owl not expressly permitted herein, or any violation by you of any of these Terms.
Should a dispute between us arise out of or relating to these Terms, your will notify us in writing of the dispute, giving sufficient detail and explanation so that we may understand and respond to your allegation. You agree that we first will attempt to negotiate in good faith to resolve the dispute before resorting to any formal action or procedure of dispute resolution. All negotiations (including your notice, our discussions, and your and our proposals) are confidential and treated as compromise and settlement negotiations for the purposes of federal and state rules of evidence and procedure.
If we are unable to resolve the dispute through good faith negotiation, either you or we may submit the dispute to binding arbitration before a single arbitrator (agreed to by each of us) of the American Arbitration Association ("AAA") in Dallas, Texas. Submission of the dispute to arbitration shall be the sole and exclusive method and means of resolving the dispute, and Dallas, Texas, shall be the sole and exclusive jurisdiction for doing so.
ThirtySixteen may provide notices or communications to you through the email associated with your Profile or through other reasonable methods. All notices, requests and other communications to ThirtySixteen under these Terms must be in writing to ThirtySixteen Group, LLC, Attention: Legal Dept, ([email protected]) and will be deemed given when actually received by ThirtySixteen.
Termination of these Terms
At any time, in its sole discretion, ThirtySixteen may terminate or suspend these Terms (or your use of Approve Owl) with or without notice and for any or no reason, including if ThirtySixteen suspects that you have violated these Terms. ThirtySixteen will have no liability to you for any termination or suspension, nor will such action limit any other rights or remedies ThirtySixteen may have. Except for your right to use Approve Owl, these Terms will survive any termination.
About These Terms
These Terms may not be transferred or assigned by you without ThirtySixteen's prior written consent. ThirtySixteen may assign or transfer these Terms to its subsidiaries or in connection with a merger, sale, reorganization or other change of control. In addition, ThirtySixteen's subsidiaries, contractors and service providers may exercise ThirtySixteen's rights or fulfill its obligations under these Terms. Waivers must be in writing and no waivers will be implied. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions will remain unaffected and in full force and effect. These Terms are the final, complete and exclusive agreement between you and us relating the subject matter of these Terms and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. In these Terms, headings are for convenience only and the term "including" (and similar terms) will be construed without limitation.
ThirtySixteen may modify these Terms from time to time. Unless we specify otherwise, modifications take effect (and govern future use of Approve Owl and your Profile) when we post the modified version. ThirtySixteen will use reasonable efforts to notify you of the modifications, and you may be required to agree to the modified version. If you do not agree to the modifications, your sole remedy is to cease using Approve Owl.