This Terms of Service Agreement (this "Agreement") governs your access and use of the DLI Website (the "Website") and any DLI Content (defined below) therein provided by Direct Lending Investments, LLC ("DLI") and its affiliated entities.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR ACCESS TO AND USE OF THE WEBSITE. BY ACCESSING AND USING THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT WHICH ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND OUR TERMS OF SERVICE, DO NOT ACCESS OR USE THE WEBSITE.
This Agreement is a binding agreement between you and DLI, and you are solely responsible for your use of the Website and any data, information, materials, statements or other content ("DLI Content") made available through the Website. DLI reserves the right to add, modify or delete any DLI Content at any time and from time to time. and has no duty to update such DLI Content.
1. Consent to Electronic Communications. DLI may be required by law to send communications to you that pertain to the Website and your use thereof. By using the Website or DLI Content, you consent to receive these communications electronically (e.g., via email, through the DLI website or via the Website).
2. Rights to Access and Use the Website and Content. Subject to the terms and conditions of this Agreement, DLI grants you permission to access and use the Website and DLI Content on any electronic device ("Device") that you own or control. Any updates to, supplements to or replacements of the Website or DLI Content is governed by this Agreement unless separate terms accompany such update, supplement or replacement, in which case such separate terms will govern in the event of a conflict with this Agreement or as otherwise provided in such separate terms.
3. Restrictions on Access and Use. The preceding states the entirety of your rights with respect to the Website and DLI Content and DLI reserves all rights in and to the Website or DLI Content not expressly granted to you in this Agreement. The license granted to you in Section 3 does not allow you to do any of the following: (a) use the Website or DLI Content on any Device you do not own or control; (b) download, cache, save, distribute, copy, license, rent, sell, resell, publish, lease or otherwise transfer the Website, DLI Content or any other proprietary materials or information of DLI to any third party; (c) reverse engineer, decompile, disassemble or attempt to discover any source code or trade secrets related to the Website, DLI Content or any other proprietary materials or information of DLI; (d) modify, alter or create any derivative works of the Website or DLI Content; (e) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Website or DLI Content; (f) work around any technical limitations in the Website or DLI Content; or (g) use the Website or DLI Content for purposes other than your own personal use . Unless stated in this Agreement or otherwise by DLI, nothing in this Agreement shall be construed as conferring any right or license to intellectual property rights, whether by estoppel, implication or otherwise. If you breach any of these restrictions, you may be subject to prosecution and damages. Your right to access and use the Website and any DLI Content are revocable at any time.
4. Ownership of the Website. The Website and DLI Content are made available, but not sold, to you. The Website and DLI Content are the valuable property of DLI and its licensors and is protected by copyright and other intellectual property laws and treaties. DLI, and its licensors, own all right, title and interest in and to the Website and DLI Content, including all copyright and other intellectual property rights therein. DLI reserves all rights not expressly granted to you.
6. Support Services. DLI is not obligated to provide any support or maintenance services for the Website or DLI Content at any time. However, if you have any questions regarding the Website or DLI Content, please contact DLI at "IR at dirlend dot com".
7. No Warranty. To the fullest extend permitted by applicable law, you acknowledge that (a) the website may contain bugs, errors and defects; (b) use of the website and dli content is at your sole risk; and (c) the entire risk as to satisfactory quality, performance and accuracy of the website and dli content is solely with you, and (d) dli content may be incomplete or inaccurate, may contain errors or may have become out of date. Accordingly, the website and all dli content are provided "as is," "as available," with all faults, defects and errors and without warranty of any kind. Dli disclaims all warranties (express and implied and arising by law or otherwise) regarding the website and all dli content and its performance or suitability for your intended use, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, completeness, accuracy or currentness of dli content and non-infringement. Dli shall have no liability of any kind for the use of, or inability to use, the website or dli content or for any loss of data. Dli does not represent or warrant that the website or dli content will be delivered free of any interruptions, delays, omissions or errors (collectively, "faults") or in a secure manner or that any faults will be corrected. No oral or written information or advice given by dli or its authorized representatives shall create any warranty. In the event that the website or dli content is defective, you assume the entire cost of all necessary servicing, repair or correction.
8. Important Disclosures.
9. Indemnification. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless DLI and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the "DLI Parties") from all DLI Parties’ or any third party’s claims of any kind, whether in tort, contract or otherwise (collectively, "Claims"), including damages to property or personal injury, that arise from or relate to your access or use of the Website or DLI Content. In the event of any Claim that the Website, or your use thereof, infringes any intellectual property rights of a third party, you agree to contact DLI promptly and directly. You will cooperate with the DLI Parties in defending such Claims. DLI Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any indemnities set forth in any other written agreement between you and DLI.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DLI OR ANY OF THE DLI PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR ACCESS OR USE OF THE WEBSITE OR DLI CONTENT (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY DLI CONTENT OR OTHER INFORMATION OBTAINED FROM DLI, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO DLI'S RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF DLI AND THE DLI PARTIES (JOINTLY), WHETHER IN CONTRACT ARISING OUT OF OR IN ANY WAY RELATED TO THE WEBSITE OR DLI CONTENT EXCEED TEN DOLLARS ($10.00).
11. No Export. You may not use or otherwise export or re-export the Website or DLI Content, except as authorized by United States law and the laws of the jurisdiction in which the Website or any DLI content was obtained. In particular, but without limitation, the Website and the DLI Content may not be exported or re-exported to (a) any U.S. embargoed countries; or (b) anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.
13. Legal Compliance. By accessing and using the Website or DLI Content, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You will comply with all applicable laws, rules and regulations, including, but not limited to, U.S. export control laws.
14. Term; Termination. This Agreement will begin from the date you first access or use the Website and will continue until terminated by DLI. This Agreement may be terminated by you at any time by discontinuing your use and access to the Website and destroying all information and materials obtained by you or on your behalf from the Website and all related documentation and all copies and installations thereof.
15. Governing Law; Arbitration. This Agreement will be governed and construed under the laws of the State of California without regard to conflicts of law provisions. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by and in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason. The number of arbitrators shall be one. The place of arbitration shall be Los Angeles, California. If any arbitration claim is necessary to enforce or interpret the terms of the Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
16. Severability. If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be interpreted to mean its maximum enforceable effect pursuant to applicable law so as to effect the intent of this Agreement, and will otherwise be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.
17. Contact. If you have any questions or concerns regarding the Website, DLI Content or this Agreement, please contact DLI at:
Direct Lending Investments, LLC
Attn: Investor Relations
550 N Brand Blvd, Suite 2000
Glendale, CA 91203
Email: "IR at dirlend dot com"