Welcome to the SayLambda website located at www.saylambda.com (the “Site”
Please read these Terms of Service (the “Terms”) carefully because they govern your use of our Site and our mobile device application
). These Terms and the documents that are referred to herein constitute a binding obligation between you and Benjamin Banneker
Development Corporation. To make these Terms easier to read, the Site, our services and the App are collectively called the
Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms,
do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and
warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or
other legal entity.
- Changes to Terms or Services. We may update the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by
posting the updated Terms on the Site or through other communications. It’s important that you review the Terms whenever we update them
r you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms.
If you don’t agree to be bound by the updated Terms, then you may not use the Services anymore. Because our Services are evolving over time we may
change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
- Who May Use the Services?
You may use the Services only if you are 18 years or older, capable of forming a binding contract with Benjamin Banneker Development Corporation)
and are not barred from using the Services under applicable law.
Registration and Your Information.
If you want to use certain features of the Services you’ll have to create an account (“Account”).
Accuracy of Account Information.
It's important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information
to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose
your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that
occur under your Account, whether or not you know about them.
- The SayLambda Services. The Services facilitate real estate transactions for buyers, sellers, escrow agents and other interested parties through use
of a virtual data room, communication platform, guidance and interactive checklists. The Services should only be used with the assistance of a licensed
escrow agent and are not intended to function as a standalone service. In order to use the payment functionality of the Services, you must
Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize us to share your identity and
account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data.
You understand that you will access and manage your Dwolla account through our Services, and Dwolla account notifications
will be sent by our Services, not Dwolla. Benjamin Banneker Development Corporation will provide customer support for your
Dwolla account activity, and can be reached at www.saylambda.com, or firstname.lastname@example.org.
- Feedback. We welcome feedback, comments and suggestions for improvements
to the Services (“Feedback”). You can submit Feedback by emailing us at email@example.com. You grant to us
a non- exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all
intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit
the Feedback for any purpose.
- Content Ownership, Responsibility and Removal.
For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind,
and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii)
“User Content” means any Content that Account holders (including you) provide to be made available through the Services.
Content includes without limitation User Content.
Our Content Ownership. Benjamin Banneker
Development Corporation does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any
rights that you may have to use and exploit your User Content. Subject to the foregoing, Benjamin Banneker Development Corporation and its
licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights.
You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries.
You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or
accompanying the Services or Content.
Rights in User Content Granted by You.
By making any User Content available through the Services you hereby grant to Benjamin Banneker Development Corporation a non-exclusive,
transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, distribute, publicly
display, publicly perform, distribute, and if applicable, create derivative works based upon your User Content in connection with
operating and providing the Services and Content to you and to other Account holders.
- Your Responsibility for User Content.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights
that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant
that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your
User Content by Benjamin Banneker Development Corporation on or through the Services will infringe,
misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or
result in the violation of any applicable law or regulation.
- Removal of User Content.
You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content
(such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services.
We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
- Rights in Content Granted by
Benjamin Banneker Development Corporation. Subject to your compliance with these Terms, Benjamin Banneker Development Corporation grants to you a
limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy,
display and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes
- Rights and Terms for Apps.
- Rights in App Granted by Benjamin
Banneker Development Corporation. Subject to your compliance with these Terms, Benjamin Banneker Development
Corporation grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and
install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your
own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes.
Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii)
distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or
disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Benjamin
Banneker Development Corporation reserves all rights in and to the App not expressly granted to you under these Terms.
- Accessing App from App Store.
The following terms apply to any App accessed through or downloaded from any app store or distribution platform
(like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”).
You acknowledge and agree that
- These Terms are concluded between you and Benjamin Banneker Development Corporation,
and not with the App Provider, and Benjamin Banneker Development Corporation (not the App Provider), is solely responsible for the App
- The App Provider has no obligation to furnish any maintenance and support services with respect to the App
- In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider
will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law,
the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities,
damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of
Benjamin Banneker Development Corporation.
- The App Provider is not responsible for addressing any
claims you have or any claims of any third party relating to the App or your possession and use of the App,
including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or
regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- In the event of any third party claim that the App or your possession and use of that App infringes that third party’s
intellectual property rights, Benjamin Banneker Development Corporation will be solely responsible for
the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the
extent required by these Terms.
- The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the
App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted
the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof
- You represent and warrant that (i) 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 (ii) you are not listed on any
U.S. Government list of prohibited or restricted parties
- You must also comply with all applicable third party terms of service when using the App.
- General Prohibitions and Benjamin Banneker Development Corporation’s Enforcement Rights. You agree not to do any of the following:
- Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright,
trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii)
violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
(iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v)
promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or
threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful
activities or substances
- Use, display, mirror or frame the Services or any individual element within the Services, SayLambda’s name, any SayLambda trademark,
logo or other proprietary information, or the layout and design of any page or form contained on a page, without
Benjamin Banneker Development Corporation’s express written consent
- Access, tamper with, or use non-public areas of the Services, Benjamin Banneker Development Corporation’s
computer systems, or the technical delivery systems of Benjamin Banneker Development Corporation’s providers
- Attempt to probe, scan or test the vulnerability of any Benjamin Banneker Development Corporation system or network
or breach any security or authentication measures
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by
Benjamin Banneker Development Corporation or any of Benjamin Banneker Development Corporation’s providers or any other third party
(including another user) to protect the Services or Content
- Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool,
agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or
search agents provided by Benjamin Banneker Development Corporation or other generally
available third-party web browsers
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam,
chain letters or other form of solicitation
- Use any meta tags or other hidden text or metadata utilizing a Benjamin Banneker Development Corporation trademark,
logo URL or product name without Benjamin Banneker Development Corporation’s express written consent
- Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or
in any manner not permitted by these Terms
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or
Content to send altered, deceptive or false source-identifying information
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation,
sending a virus, overloading, flooding, spamming, or mail-bombing the Services
- Collect or store any personally identifiable information from the Services from other users of the Services
without their express permission
- Impersonate or misrepresent your affiliation with any person or entity
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing
- Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content,
we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply
with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content,
at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or
in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also
consult and cooperate with law enforcement authorities to prosecute users who violate the law
- DMCA/Copyright Policy. Benjamin Banneker Development Corporation respects
copyright law and expects its users to do the same. It is Benjamin Banneker Development Corporation’s policy to terminate in
appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the
rights of copyright holders
- Links to Third Party Websites or Resources. The Services (including the App) may contain links to third-
party websites or resources. We provide these links only as a convenience and are not responsible for the content, products
or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility
for and assume all risk arising from, your use of any third-party websites or resources
- Termination. We may terminate your access to and use of the Services, at
our sole discretion, at any time and without notice to you. You may cancel your Account at any time by following the
instructions noted in the Services. Upon any termination, discontinuation or cancellation of the Services or your Account,
the following Sections will survive: 6, 7(c), 13, 14, 15, 16 and 17
- Warranty Disclaimers THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE
FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET
ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty
that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the
quality, accuracy, truthfulness, completeness or reliability of any Content
- Indemnity. You will indemnify and hold harmless Benjamin
Banneker Development Corporation and its officers, directors, employees and agents, from and against any claims,
disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable
legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii)
your User Content, or (iii) your violation of these Terms
- Limitation of Liability
- NEITHER BENJAMIN BANNEKER DEVELOPMENT CORPORATION NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR
DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR
LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE
OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF
OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BENJAMIN BANNEKER DEVELOPMENT CORPORATION OR ANY OTHER PARTY HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE
LIMITATION MAY NOT APPLY TO YOU
- IN NO EVENT WILL BENJAMIN BANNEKER DEVELOPMENT CORPORATION’S
TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR
CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO BENJAMIN BANNEKER DEVELOPMENT CORPORATION FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED
DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO BENJAMIN BANNEKER DEVELOPMENT CORPORATION, AS APPLICABLE
- THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN BENJAMIN BANNEKER DEVELOPMENT CORPORATION AND YOU
- Governing Law and Forum Choice. These Terms and any action related thereto will be governed by
the laws of Washington State, without regard to its conflict of laws provisions. The exclusive jurisdiction for all
disputes between you and Benjamin Banneker Development Corporation will be in the state and federal courts located in Seattle, Washington,
and you and Benjamin Banneker Development Corporation each waive any objection to jurisdiction and venue in such courts
- General Terms
- Entire Agreement. These Terms constitute the entire and exclusive
understanding and agreement between Benjamin Banneker Development Corporationand you regarding the Services and Content,
and these Terms supersede and replace any and all prior oral or written understandings or agreements between
Benjamin Banneker Development Corporationand you regarding the Services and Content. If any provision of these
Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum
extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer
these Terms, by operation of law or otherwise, without Modus’s prior written consent. Any attempt by you to assign or transfer these Terms,
without such consent, will be null. Benjamin Banneker Development Corporation may freely assign or transfer these Terms without
restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Notices. Any notices or other communications provided by
Benjamin Banneker Development Corporation under these Terms, including those regarding modifications to these Terms,
will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will
be deemed the date on which such notice is transmitted
- Waiver of Rights. Benjamin Banneker Development Corporation’s failure
to enforce any right or provision of these Terms will not be considered a waiver of such right or provision.
The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative
of Benjamin Banneker Development Corporation. Except as expressly set forth in these Terms, the exercise by either party of any of
its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise
- Contact Information. If you have any questions about these Terms or the Services,
please contact Benjamin Banneker Development Corporation at firstname.lastname@example.org