Last Modified: January 4, 2024
PLEASE READ THESE PIER FINANCE TERMS OF SERVICE (“TERMS”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE TERMS INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT.
These Terms are a contract between you and Pier Finance, Inc. (“Company,” “Pier Finance,” “we,” or “us”) and, to the extent expressly stated, our affiliates. By accessing and using our website or clicking to accept or agree to these Terms, you accept and agree to be bound and abide by these Terms.
As used in these Terms, the following terms have the definitions indicated. Defined terms include both the singular and plural. As used in these Terms, whether expressly stated or not, the term “including” means “including, without limitation,” and any terms listed as being so included are provided as examples and are not meant to be an exhaustive or exclusive list of included terms.“Account” means the record in our systems created for the purpose of allowing a Member to use SaaS services, which incorporates (i) all information provided by the Member and (ii) the type of membership.
“Applicable Law” means any relevant foreign, federal, state, or local: statute; common law; ordinance; treaty; administrative rule or regulation; court order or opinion; or official directive, interpretation, guidance, or determination issued by an applicable government agency. The term includes the written directives of any arbitrator with legal or contractual authority over any party to these Terms.
“Borrower” means any Person that is receiving a loan from a Client or an Originator.
“Client” means a Person that wishes to use SaaS services in connection with a Software as a Service Agreement with us (“SaaS Agreement”), including such Person’s employees, consultants, contractors, and agents (i) who are authorized by such Person to access and use SaaS services under the rights granted to such Person pursuant to the SaaS Agreement and (ii) for whom access to SaaS services has been purchased under the SaaS Agreement.
“Confidential Information” means any confidential, sensitive, non-public, or proprietary information relating to these Terms or a User that is not known to the general public. Confidential Information does not include information that, as evidenced by written documentation: (i) is already known to the receiving party without restrictions at the time of its disclosure by the disclosing party; (ii) after its disclosure by the disclosing party, is made known to the receiving party without restrictions by a third party having the right to do so; (iii) is or becomes publicly known without violation of these Terms; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.
“Dispute” means any controversy, dispute, demand, claim, or cause of action, including with respect to the interpretation and scope of these Terms.
“Intellectual Property Rights” means any and all inventions, patents, copyrights, derivative works, trademarks, trade secrets, trade dress, marks, moral rights, rights of attribution or integrity or other intellectual property or proprietary right arising under the laws of any jurisdiction (including all claims and causes of action for infringement, misappropriation or violation thereof and all rights in any registrations , renewals, and pending applications).
“Member” means a Client or Vendor that has registered for an Account that has been accepted by us and has agreed to these Terms.
“Originator” means a Person that creates a loan to be issued to a Borrower.
“Payment Facilitation Services” means the services provided by the Company through SaaS services related to the processing of payments from Clients to Customers.
“Person” means any individual, sole proprietorship, corporation, limited liability company, partnership, or other legal entity.
“Profile” means a record of information about a Member created in connection with such Member’s Account that may be displayed to Members or Users of SaaS services or any other website or application operated by us in connection with SaaS services.
“SaaS Services” means the technology and related services Pier provides to its clients.
“Substantial Change” means a change to these Terms that reduces your rights or increases your responsibilities.
“User” means a Person accessing and interacting with SaaS services, regardless of whether such Person becomes a Member.
“Vendor” means a third-party contractor of the Company retained to provide related services.
“Website” means www.Pier-Finance.com and all related websites and mobile applications.
Customers are generally Borrowers engaged with our Clients. Customer Accounts are created and operated through the Client, not through Pier and are thus not covered by this Agreement.
If you create and register an Account on behalf of a corporation, partnership, or any other type of business entity, you represent and warrant (in addition to the representations and warranties made in Section 5) that you are authorized to do so and that such entity is fully responsible and liable for any action of any employee, officer, director, or agent of the entity who uses the entity’s Account. In that event, “you” and “your” as used in these Terms will refer to you and that entity. You will take commercially reasonable measures to ensure that only individuals who are properly authorized to enter contracts on your behalf (such as officers, directors, agents, or expressly authorized employees) use your Account. You will be solely responsible, and assume all liability, for (i) paying your employees, independent contractors, or any other Person performing work on your behalf in connection with SaaS services in accordance with Applicable Law; and (ii) collecting, withholding, or paying any applicable taxes incurred as a result of using SaaS services.
Clients are generally Persons who have engaged Customers who use SaaS services to assist with certain aspects of a loan or use SaaS services to provide services to their Customers.
Customers are generally Borrowers engaged with our Clients. Customer Accounts are created and operated through the Client, not through Pier and are thus not covered by this Agreement.
If you create and register an Account on behalf of a corporation, partnership, or any other type of business entity, you represent and warrant (in addition to the representations and warranties made in Section 5) that you are authorized to do so and that such entity is fully responsible and liable for any action of any employee, officer, director, or agent of the entity who uses the entity’s Account. In that event, “you” and “your” as used in these Terms will refer to you and that entity. You will take commercially reasonable measures to ensure that only individuals who are properly authorized to enter contracts on your behalf (such as officers, directors, agents, or expressly authorized employees) use your Account. You will be solely responsible, and assume all liability, for (i) paying your employees, independent contractors, or any other Person performing work on your behalf in connection with SaaS services in accordance with Applicable Law; and (ii) collecting, withholding, or paying any applicable taxes incurred as a result of using SaaS services.
Pier SaaS services are a connected set of technologies, processes, and services that we provide to Members, subject to these Terms, mainly through the Website and App, and are designed to enhance or facilitate parts of the lending process. The Website and App may offer different functionalities, and we make no representations that functionalities available on one will be available on the other.
For the avoidance of doubt, the Company does not make or originate loans, or offer or sell goods or services directly to borrowers.
The Website and SaaS Services are designed only for commercial clients and not for consumers. You agree to use the Website and SaaS Services only for lawful purposes. You are prohibited from any use of the Website and/or Services that would constitute a violation of any applicable law, regulation, rule, or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Website or Services, including but not limited to unauthorized entry into Pier’s systems, misuse of passwords, or misuse of any information posted on the Website or through the Services is strictly prohibited.
Pier is designed to be used within the United States. Users understand and agree that their use of the Website and Services outside the United States is contingent on local laws and regulations, which may differ from those of the United States. Different features of the Website and Services may be restricted outside the United States. Pier makes no claims concerning whether use of the Website or Services is appropriate outside of the United States. If you access the Website or the Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
You agree that you will not (a) try to reverse engineer, disassemble, decompile, or decipher the Website, or the SaaS Services or software comprising the Website and SaaS Services. Pier reserves the right to take various actions against you if we believe you have engaged in activities restricted by this Agreement or by any laws or regulations. Pier also reserves the right to take action to protect itself, other users, and other third parties from any liability, fees, fines, or penalties. We may take actions including, but not limited to (i) updating information you have provided to us so that it is accurate; (ii) limiting or completely closing your access to the Website or the Services; (iii) suspending or terminating your ability to use the Website or Services on an ongoing basis; (iv) taking legal action against you; and/or (v) holding you liable for the amount of Pier’s damages caused by any violation by you of this Agreement or any applicable law or regulation.
You acknowledge, agree, and understand that the Company is not a party to any loan agreement or any other dealings between Members. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a loan agreement with a Customer. The Company does not guarantee the truth or accuracy of: Members’ User Contributions on the Website; communications made through SaaS services; or the documents or information submitted through SaaS services. You acknowledge, agree, and understand that the Company does not, in any way, supervise, direct, or control Contractors’ work and is not responsible for any Work Product.
The Company will have no responsibility for determining the necessity of, collecting, withholding, or remitting any taxes applicable to any payments made pursuant to any loan.
The Website may contain interactive elements that allow Users to post contributions (‘User Contributions’). User Contributions may include, without limitation, information, whether purportedly factual or opinion-based, about a Member, such as comments, feedback, ratings, reviews, criticisms, and other indicators of customer satisfaction (“Feedback”).
You acknowledge, agree, and understand that Feedback benefits SaaS services, all Members, and the efficiency of the Website. Accordingly, you authorize the Company to allow the use or posting of Feedback relating to you, including Feedback about your work or skills. You further authorize us to compile, aggregate, or highlight User Contributions relating to you as we may determine to be beneficial to the operation of the Website and the promotion of SaaS services. We may also make Feedback pertaining to you available to other Members. You acknowledge, agree, and understand that the Company does not monitor, influence, contribute to, or censor Feedback.
The Company may take commercially reasonable efforts to monitor Feedback and other User Contributions, but is under no obligation to monitor, investigate, or take any other action with respect to any Feedback or other User Contributions. Please refer to SaaS services Terms of Use for further detail. You are solely responsible for any legal action that may be instituted by other Members or third parties as a result of or in connection with User Contributions posted by you if such User Contributions are legally actionable or defamatory. Although we are not legally responsible or liable for any User Contributions made available on the Website (even when User Contributions are defamatory or otherwise legally actionable), in order to protect the integrity of the Website and to protect Users from abuse, we reserve the right (but are under no obligation) to remove User Contributions that, in our sole discretion, violate these Terms or the rights of other Members or third parties, negatively affect SaaS services, or are otherwise inconsistent with the business interests of the Company.
The Company will take commercially reasonable measures intended to protect and secure private or sensitive information we collect from you. Nevertheless, you hereby acknowledge, agree, and understand that no security measures are 100% secure, and therefore the Company does not warrant, represent, or guarantee the security of any information you provide to us. Your private or sensitive Confidential Information will be handled in accordance with our Privacy Policy.
To the fullest extent allowed by Applicable Law, data entered through SaaS services that is not associated with any individual and is not proprietary corporate information shall be the property of the Company and may be used by us for any business purpose. We reserve our rights with respect to such data even after you close your Account. Such information may include anonymized or aggregated information about loans, non-confidential information about loans, User Contributions, or pictures (except for pictures that contain sensitive or Confidential Information). You agree that you have no rights or interests in such information and shall make no claims against us with respect to such information.
If you are a Client, you hereby grant the Company a perpetual, irrevocable, non-exclusive, non-transferable, and non-sublicensable license to use data and information contained in a loan file that is associated with you in connection with SaaS services and its related services, subject to the SaaS Agreement. This license will survive termination of these Terms.
SaaS services and related services are provided “as is” and on an “as available” basis. We make no warranties or representations with regard to SaaS services, its related services, or any activities or items related to these Terms. To the maximum extent permitted by Applicable Law, the Company disclaims all express and implied conditions, representations, and warranties, including the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to the extent some or all of the above limitations may not apply to you, Section 10 states your sole and exclusive remedy against the Company with respect to any non-conformances or dissatisfaction.You represent and warrant that you will conduct your activity through SaaS services in compliance with Applicable Law.
You represent and warrant that you have read all applicable Terms of Use.
You represent and warrant that you have all appropriate ownership or other rights or licenses to the documents and information you submit through SaaS services.
If you are a Client, you represent and warrant that with respect to any loan, you may be either the Client or Originator and that you have all requisite authority and legal right to enter into any related agreement.
If you and a customer decide to enter into a loan agreement, it is a contractual relationship directly between you and your customer. Members have complete discretion with regard to whether to enter into any agreement and the terms of any such agreement.
You agree not to enter into an agreement that conflicts with your rights or obligations under these Terms, unless expressly authorized by us in writing.
If a Dispute arises between you and another Member with respect to these Terms, you acknowledge, agree, and understand that we will not provide, and are not obligated to provide, any assistance with such Dispute beyond what is provided in these Terms.
We are not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with these Terms, including, but not limited to:
ADDITIONALLY, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF THE COMPANY, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY MEMBER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED $2,500 OR, IF APPLICABLE, ANY GREATER AMOUNT SET FORTH IN A CLIENT’S SAAS AGREEMENT. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY IN CONNECTION WITH ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
In addition to the recognition that we are not a party to any contract between you and any Customer, you hereby release the Company, our affiliates, and our respective officers, directors, agents, subsidiaries, and employees from all claims, demands, and damages (actual or consequential) of every kind and nature, known and unknown, arising out of or in connection with any Dispute between you and another User. This release includes, without limitation, any Disputes regarding the performance, functions, and quality of Contractor Services provided to a Client and refund requests based upon such Disputes.
You will indemnify, defend, and hold harmless the Company, our affiliates, and our respective directors, officers, employees, representatives, and agents for any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you, a third party or another User relating to or arising out of: (a) the use of SaaS services by you or your agents, including any payment obligations or default incurred through use of SaaS services; (b) failure to comply with these Terms or Applicable Law by you or your agents; (c) negligence, willful misconduct, or fraud by you or your agents; and (d) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this section, your agents include any Person who has apparent authority to access or use your Account as demonstrated by using your username and password. If you are a Client, your obligations set forth in this Section 9 are in addition to any indemnification obligations under your SaaS Agreement.
You should review this section carefully. To the maximum extent permitted by applicable law, you are GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court as permitted by these Terms and Applicable Law.
For any and all Disputes between you and us, including the interpretation and scope of this section and the arbitrability of such a Dispute, relating to these Terms or your use of SaaS services, you and we agree to resolve any such Dispute exclusively through binding and confidential arbitration. In the event of any such Dispute between you and us, the complaining party must notify the other party in writing. Within thirty (30) days of such notice, you and we agree to use reasonable efforts to attempt to resolve the Dispute in good faith. If you and we do not resolve the Dispute within thirty (30) days after such notice, the complaining party may seek remedies exclusively through arbitration. Except as otherwise expressly provided by Applicable Law, the demand for arbitration must be made within a reasonable time after the Dispute in question arose, and in any event within two years after the complaining party knew or should have known of the Dispute.The arbitration will take place in San Francisco, California. As used in this section, “we” and “us” mean: the Company; its subsidiaries, affiliates, predecessors, successors, and assigns; all of its and their respective employees, officers, directors, agents, and representatives; and any third party providing any product, service, or benefit in connection with the Website or these Terms if such third party is named as a co-party with us in any Dispute subject to this section.
The arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes. As modified by the terms of this section, and unless otherwise agreed upon by you and us in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules.
Notwithstanding the agreement to arbitrate provided in this section, you and we may seek emergency equitable relief in federal court if it has jurisdiction or, if it does not, in a state court located in San Francisco, California in order to maintain the status quo pending arbitration, and you and we hereby agree to submit to the exclusive personal jurisdiction of such courts for such purpose. A request for interim measures will not be deemed a waiver of the obligation to arbitrate.
Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and we must abide by the following rules: (A) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN ONLY THAT PARTY’S CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (B) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) we will pay as much of your filing and hearing fees in connection with the arbitration as required by the Rules and Procedures and/or as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (d) we also reserve the right, in our sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by Applicable Law or for purposes of enforcement of the arbitration award; (g) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by Applicable Law; and (h) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by Applicable Law.
This section will survive termination of these Terms as well as any voluntary payment of any debt in full by you or any bankruptcy by you or us. With the exception of subparts (a) and (b) of the preceding paragraph (prohibiting arbitration on a class or collective basis), if any part of this section is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this section will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting part was not contained herein. If, however, either subpart (a) or (b) of the preceding paragraph is found to be invalid, unenforceable, or illegal, then the entirety of this section will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a Dispute proceeds in court rather than in arbitration, the Dispute will be exclusively brought in federal court if it has jurisdiction or, if it does not, in a state court located in San Francisco, California.
For more information on the AAA, the Rules and Procedures, and the process for filing an arbitration claim, you may call the AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
After these Terms terminate, the terms of these Terms (including the Terms of Use) that expressly or by their nature contemplate performance after these Terms terminate will survive and continue in full force and effect. Without limiting any other provisions of these Terms, the termination of these Terms for any reason will not release you or us from any obligations incurred prior to termination of these Terms or that may accrue thereafter in respect of any act or omission prior to such termination.
These Terms will be governed by and construed in accordance with the laws of the state of California, without regard to its conflict of law provisions. However, notwithstanding this provision, the arbitration terms provided in Section 10 are governed by the Federal Arbitration Act.
These Terms, including the Platform Terms of Use and together with any applicable SaaS Agreement, sets forth the entire agreement and understanding between you and us relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, whether written or oral, to the extent they relate in any way to the subject matter hereof and thereof. Even though we drafted these Terms, you represent that you have had ample time to review and decide whether to agree to these Terms, including time to consult with legal counsel. If an ambiguity or question of intent or interpretation of these Terms arises, no presumption or burden of proof will arise favoring or disfavoring you or us because of the authorship of any provision of these Terms.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of that party.
You may not assign these Terms, or any of your rights or obligations hereunder, without our prior written consent in the form of a written instrument signed by a duly authorized representative of the Company. For the purposes of this provision, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles. The Company may freely assign these Terms without your consent or the consent of any other User. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, these Terms are binding upon and will inure to the benefit of the successors and permitted assigns of the parties.
The parties to these Terms will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, epidemic, pandemic, disease outbreak (including the COVID-19 virus), acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party (collectively, “Force Majeure Events”). The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if a Force Majeure Event occurs and its effect continues for a period of sixty (60) days, either party may give to the other a thirty (30) day notice of termination. If, at the end of the thirty (30) day period, the effect of the Force Majeure Event continues, these Terms will terminate.
Subject to the conditions set forth herein, the Company may, in its sole discretion, amend these Terms at any time by posting a revised version on the Website. We will provide reasonable advance notice of any amendment that includes a Substantial Change by posting the updated Terms on the Website, providing notice on the Website, and/or sending them to you by email. If the Substantial Change includes changes to any fees to be charged by the Company, we will provide at least thirty (30) days’ advance notice of the change, provided that we are not obligated to provide any advance notice for changes resulting in a reduction in fees whether temporary or permanent. Any revisions to these Terms will take effect on the noted effective date or, if no effective date is specified, on the date such updated Terms are posted (each, as applicable, the “Effective Date”).
By logging into your Account and using SaaS services or related services after the Effective Date, you agree to be bound by these Terms as revised pursuant to this section. If you agree to these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms.
No modification or amendment to these Terms will be binding upon us unless in a written instrument signed by a duly authorized representative of the Company. For purposes of this provision, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles. This provision does not apply to amendments to these Terms posted by us on the Website as described above in this section.
Unless both you and we expressly agree otherwise in writing, either party may terminate these Terms in its sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the Terms of Use as well, except as otherwise provided herein. You may provide written notice to [insert email]. In the event you properly terminate these Terms, your right to use SaaS services, including your access to your Account, will be automatically revoked, and your Account will be closed.
Because we are not a party to any loan agreement, you acknowledge, agree, and understand that termination of these Terms (or attempt to terminate these Terms) does not terminate or otherwise affect any other agreement entered into between you and your customers. Without limiting our other rights or remedies, we may, but are not obligated to, deny or refuse your registration or temporarily or indefinitely revoke access to SaaS services and refuse to provide any or all related services to you if: (i) you breach the letter or spirit of any terms and conditions of these Terms; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Members, or us, may be contrary to the interests of the Member community, or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use SaaS services under the same Account or a different Account or reregister under a new Account without our prior written consent.
If your Account is closed for any reason, you will no longer have access to data, messages, files, and other content you keep on SaaS services. Except as otherwise required by Applicable Law, we, in our sole discretion, may retain some or all of this information along with all your previous posts and User Contributions in order to comply with Applicable Law and for such period as is required by Applicable Law. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which we will have no liability whatsoever.