Last Updated September 8th, 2017
1. What is LEI Smart?
LEI Smart offers software-based solutions that enable firms to more effectively manage legal entity identifier data. The Site helps firms ensure financial regulatory compliance, improve risk management, and deliver operational efficiencies by validating legal entity identifier data mappings and performing other useful functions.
2. Who Can Use LEI Smart?
You may access the Site only if you can form a binding contract with LEI Smart LLC (“LEI Smart”) located at 25 Broadway, 9th Floor, New York, NY, United States 10004 and if you agree to these Terms.
If you are using the Site on behalf of a company or other organization, that company or other organization will be bound by these terms, and you hereby warrant and represent that you are authorized to accept and agree to these terms on behalf of such company or other organization.
3. Creating a Free Plan Account
Creating a free LEI Smart account will allow you to login to the Site and gain access to additional features. Registration will require you to provide personal information including your name, username, contact, company information, and password.
The provision of a free plan account is at the sole discretion of LEI Smart.
4. Creating a Subscription Plan Account
Creating a LEI Smart Subscription Plan account provides full access to our Site and product support features. Registration requires payment of an annual fee and requires you to provide personal information including your name, username, contact, company information, and password. LEI Smart subscriptions may not be canceled during their term and will auto-renew at the end of each term at the same usage commitment for the same subscription period. To prevent automatic renewal, you must provide us with 90 days written notice prior to the end of the current term.
5. Account Security
You must provide us with accurate and complete information at the time of registration. Failure to do so may constitute a breach of these Terms, which could result in the termination of your account. You can update, modify, or delete the information in your account at any time. It is your responsibility to maintain your account and keep it secure. If you feel that your account security or password has been compromised please contact us immediately.
6. Product Support
Product support services are available to LEI Smart Subscribers. Support hours of operation are 9:00 a.m. – 5:00 p.m. Eastern, Monday – Friday (excluding U.S. holidays). After hours support is available to subscribers for critical business issues. These issues require the client be available to help us diagnose the issue; otherwise, the claim will be downgraded. If you need product support, please email us at firstname.lastname@example.org.
7. Consulting Services
Consulting Services can help speed your adoption of LEI Smart’s services. Consulting services are negotiated individually with each Client and the scope of services, project duration and specification of services will be agreed upon in a separate contract. To inquire about purchasing consulting services, please email us at email@example.com.
8. Beta Service Terms
Some services available from LEI Smart may be provided as a Beta Service. Beta Services will be clearly identified as such by LEI Smart and the following terms and conditions apply to any Beta Services offered (in addition to our standard terms and conditions included in this agreement):
- LEI Smart is developing and testing the Beta Service. You are authorized to use the Beta Service during the specified beta period for the purpose of evaluating its functionality and to provide feedback to LEI Smart. LEI Smart may provide additional supporting details and information that apply to your access and use of a Beta Service.
- The Beta Service may not be at a level of full performance or functionality and is not fully tested. Beta Services are not designed for use in a production environment or for commercial purposes and any such use is at your own risk. LEI Smart does not guarantee it will make a Beta Service or any similar services available, or if made available, it will be similar to the Beta Service.
- Generally, there are no charges for use of a Beta Service during the beta period unless specified by LEI Smart. If any authority imposes a custom, duty, tax (including withholding tax), levy or fee for the import or export, transfer, access or use of a Beta Service or third party service, then you are responsible for paying any such amount imposed.
- You may use a Beta Service for the specified beta period, or until LEI Smart withdraws or terminates the Beta Service. You may terminate use of a Beta Service at any time by notifying LEI Smart. You are responsible for removing any proprietary content you wish to retain prior to expiration or termination of a Beta Service. LEI Smart may at any time suspend, revoke, limit or refuse participation in or use of a Beta Service.
- LEI Smart may in its reasonable discretion change the terms applicable to a Beta Service or withdraw features of a Beta Service, in whole or in part. Continued use shall constitute your acceptance of any such changes. If you do not accept a change, you are responsible for discontinuing use of the Beta Service.
- Beta Services are provided without warranties of any kind. In no event shall LEI Smart be liable for any indirect, incidental, special, consequential or punitive damages, or any damages or loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses, resulting from the use of Beta Services.
9. Acceptable Usage of Our Site
Specifically, when using the Site you agree:
- Not to use our Site in a way that infringes on the intellectual property rights of LEI Smart, or any other person or entity;
- Not to access, tamper with, hack, or use non-public areas of our Site or computer systems, including taking any measures to avoid, bypass, remove, deactivate, impair, or otherwise circumvent any technological measure implemented by LEI Smart to protect our Site;
- Not to access, scrape, upload, or download user content or data that you have not been permissioned to access through the use of any engine, software, tool, agent, device, mechanism, automated scripts, spiders, robots, crawlers, data mining tools, or any other software;
- Not to use our Site for any commercial purpose or the benefit of any third party, except as otherwise explicitly permitted by these Terms;
- Not to decompile, disassemble or reverse engineer any of our software or Site;
- Not to interfere with, or attempt to interfere with, the access of any user, host or network, including, but not limited to, sending a virus, overloading, flooding, or spamming;
- Not to collect or store any personally identifiable information from our Site or from other users without express permission;
- Not to violate our Terms or any other applicable law or regulation, and not to encourage or enable any other individual to violate our Terms or to do any of the activities prohibited by these Terms.
- Not to upload any content that contains illegal, dangerous, offensive, or otherwise inappropriate activities. If you have questions or concerns regarding the appropriateness of content, please contact us;
- Not to post any user content that contains any information that is illegal, fraudulent, false, misleading, deceptive, disparaging, offensive, or otherwise objectionable;
- Not to use our Site in a way that creates a risk of harm, injury, emotional distress, death, disability, or physical or mental illness to any person or entity;
- Not to send any unsolicited or unauthorized spam, spam comments on posts, advertising messages, promotional materials, email, junk mail, or other forms of solicitation;
10. User Content
User Content can only be submitted via an Account. User Content can only be accessed by and displayed to the Account which submitted it unless specifically noted otherwise.
You agree and acknowledge that: (i) you own and are solely responsible for the content that you submit, post, or transmit; (ii) you affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish the User Content you submit and you license to the Site all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for use by the Site pursuant to these Terms; (iii) that the content is accurate and consistent with the purpose of the Site; (iv) that use of the content you supply does not violate these Terms; (v) that the content will not cause injury to any person or entity; (vi) that you will indemnify LEI Smart and its affiliates for all claims resulting from content you supply.
You retain all of your ownership rights in your User Content, however, by submitting User Content to the Site, you hereby grant LEI Smart a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, and prepare derivative works of the content in connection with the purpose of the Site. LEI Smart retains all rights to distribute and display to all users of the Site any User Content that has been explicitly identified to you as publically available.
These licenses granted by you terminate within a commercially reasonable time after you remove or delete your content from the Site. You understand and agree, however, that LEI Smart may retain server copies of your content that have been removed or deleted. The above licenses granted by you are perpetual and irrevocable.
11. Our License to You
13. Intellectual Property
The LEI Smart name and logo are trademarks of LEI Smart LLC. You may use these trademarks to identify our products and services so long as your use of our trademarks complies with these Terms and you agree not to use our trademarks in any manner that infringes upon our intellectual property rights.
No right, title or interest in any of the intellectual property or other materials contained on this Site is transferred to you as a result of accessing or downloading such materials. You may not copy, modify, distribute, transmit, display, reproduce, publish, license any part of the Site, create derivative works from, use on any other website, transfer or sell any information obtained from this Site, without the prior written permission of LEI Smart.
14. Third-Party Data, Links, Websites and Services
Our Site may contain data, links, services and other materials that are not owned or controlled by LEI Smart. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third-party website, service, or other content from this Site, you do so at your own risk and you agree that LEI Smart will have no liability arising from your use of the third-party site, service, or content.
LEI Smart specifically disclaims any and all warranties and conditions of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising out of course of dealing or usage of trade.
This Site is provided on an “as is” basis without warranty of any kind, whether express or implied. LEI Smart takes no responsibility and assumes no liability for any user content that you or any other user or third party posts or transmits using our Site.
LEI Smart may add, limit, remove or stop altogether functionalities, features, and services available on the Site.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LEI SMART SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE OF THE SITE, PRODUCTS, OR SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR © UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL OUR AGGREGATE LIABILITY EXCEED THE AMOUNT PAID TO LEI SMART IN THE THREE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
You agree to indemnify and hold harmless LEI Smart and its officers, directors, employees and agents, from and against any claims, lawsuits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees including costs of defense of claims, suits or proceedings brought by third parties, in any way related to (i) your access to or use of our Site, (ii) your user content, or (iii) your breach of any of these Terms.
18. Governing Law and Jurisdiction
These Terms shall be governed by the laws of the State of New York, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of a state court located in New York or a United States District Court located in New York, for any actions not subject to arbitration.
For any dispute you may have with LEI Smart, you agree to first contact us and attempt to resolve the dispute with us informally. If LEI Smart is not able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless you and LEI Smart agree otherwise, the arbitration will be conducted in New York County in the state of New York. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules.
The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to our Site.
All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class, class action, or representative proceeding. Unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into these Terms, you are waiving the right to a jury trial and the right to participate in a class action.
20. Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim arising out of your use of our Site or these Terms must be filed within one (1) year after such claim arose.
21. Separate Agreements
You may have other agreements with LEI Smart in addition to these Terms. These Terms do not modify, revise or amend the terms of any other agreements you may have with LEI Smart.
22. Notification of Changes
LEI Smart reserves the right to change these Terms from time to time at its sole discretion. If changes are made to these Terms, your continued use of the Site indicates your consent to the Terms as posted.