REVERSEVISION

RV Service Terms & Conditions

Banks and Credit Unions Acting as Brokers

 

Untitled Document

THE TERMS AND CONDITIONS SET FORTH HEREIN, TOGETHER WITH THE EXHIBITS ATTACHED HERETO, THE APPLICABLE SALES ORDER FORM (“SALES ORDER”) AND ANY ADDENDUM APPLICABLE HERETO, COLLECTIVELY CONSTITUTE THE SERVICE AGREEMENT (“SERVICE AGREEMENT”) BETWEEN REVERSEVISION, INC. (“REVERSEVISION”) AND THE FINANCIAL INSTITUTION SET FORTH IN THE SALES ORDER (“FINANCIAL INSTITUTION”). BY HAVING ITS AUTHORIZED REPRESENTATIVE EXECUTE THE SALES ORDER THAT INCORPORATES THESE TERMS AND CONDITIONS AND EACH APPLICABLE ADDENDUM, THE FINANCIAL INSTITUTION AGREES TO COMPLY WITH AND BE BOUND BY THE TERMS OF THE SERVICE AGREEMENT. IF FINANCIAL INSTITUTION DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THE SERVICE AGREEMENT, THEN IT SHOULD NOT EXECUTE THE SALES ORDER AND IT MAY NOT USE THE RV SERVICE (AS DEFINED BELOW).

I. DEFINITIONS

As used in this Service Agreement, capitalized terms shall have the meaning as defined herein, or if not defined herein, then such capitalized term shall have the meaning set forth in the Sales Order. 

1. "Access"
means the right to use internet protocols to log on to the RV Service, subject to the terms and conditions of this Service Agreement. 

2. "Credentials "
means the unique combination of a user ID and password needed to log into the RV Service. 

3. "Financial Institution"
means a party who enters into an agreement with ReverseVision to use the RV Service in connection with reverse mortgages.  

4. "Government Regulator"
means an auditor, regulator, contractor, or examiner of a federal, state or local governmental regulatory agency. 

5. “Input Error”
means the inclusion or omission, whether intentional, negligent, inadvertent, or otherwise, of any Loan-Specific Information into any data entry field included in either any data export, or any manual data entry form. Input Error also means any modification made to an administrative setting which controls features on documents or manipulates document selection. 

6. “Intellectual Property Rights”
means any and all patents, patent rights, trademarks, service marks, trade names, trade dresses, copyrights, works of authorship and trade secrets, and all registrations and applications of all of the foregoing (including foreign counterparts), and any and all other intellectual property rights as recognized under the laws of any applicable jurisdiction. 

7. “Internal Users”
shall mean each and every person who is assigned Credentials. Internal Users may be (a) employees of Financial Institution, or (b) contractors providing services to Financial Institution, or (c) Government Regulators. 

8. “Loan-Specific Information”
means all data provided by the Financial Institution relating to a specific loan transaction such as loan number, obligor’s name, property address, loan amount, and similar. 

9. “Program Client”
means the portion of the RV Service which consists of software code that is resident on an Internal User’s computer. 

10. “RV Service”
means: (i) ReverseVision’s proprietary software, as specified in the Sales Order, as modified or updated from time to time; and (ii) ReverseVision’s suite of online services related to and which function with the certain software components of the RV Service, as modified or updated from time to time, and which are accessed either via ReverseVision’s designated point of presence on the Internet (provided the RV Service excludes Financial Institution’s local area networks (LANs) and Financial Institution’s Internet connectivity) or through use of the Program Client; and (iii) the computers, networking equipment, proprietary or other software that reside on ReverseVision’s Internet servers or those of its service providers, including without limitation all network software and services of ReverseVision appropriate to accomplish the functions as described herein. 

11. “Seat”
means: an assigned user account, which has been granted Access to the RV Service.

12. “Sponsor”
means: A 3rd party company which has a valid agreement with ReverseVision that includes the Wholesale Channel Platform and will receive loan submissions from the Financial Institution for the purpose of fulfilling and closing those loans within the RV Service. 

 

II. TERMS RELATED TO USE OF THE RV SERVICE

1. Access to RV Service by Financial Institution.

(a) Access to and use of the RV Service by Financial Institution will require use of Credentials. Financial Institution shall select one or more administrators for the RV Service, who will be provided with Administrator Credentials. 

(b) Sponsors will administrate Financial Institution’s credentials and assist with configuration of the RV Service. The Financial Institution. may choose to administrate the RV Service In such case, the Financial Institution will be responsible for all administration and configuration of the RV Service.

(c) Access to and use of the RV Service by Internal Users will require use of Credentials, which shall be assigned by Financial Institution or Sponsor if applicable. The Credentials for each Internal User shall be registered within the RV Service by Financial Institution and assigned one or multiple roles within the RV Service. Internal Users are responsible for keeping their Credentials secure. Internal Users are not permitted to share their Credentials with any other person, and ReverseVision reserves the right to block the Credentials of any Internal User who ReverseVision determines is sharing Credentials. Financial Institution may remove an Internal User’s right to Access the RV Service at any time. Upon termination of the employment of any Internal User or termination of an Internal User’s rights to use the RV Service, Financial Institution shall promptly disable that person’s Credentials, delete or ensure deletion of the Program Client, and otherwise prevent that person from having Access to the RV Service.

(d) Financial Institution shall notify ReverseVision promptly of any possible or actual unauthorized use of the RV Service. Financial Institution shall be solely responsible for safeguarding the administrator and Internal User Credentials from any misuse or abuse. 

(e) Financial Institution shall be liable to ReverseVision for all activities conducted by Internal Users, regardless of whether or not Financial Institution has authorized such activities. 

2. Restrictions on Access to the RV Service.

(a) Except as expressly authorized in this Service Agreement, Financial Institution may not authorize any third party to Access and use the RV Service. 

(b) If any of Financial Institution’s customers wish to have access to the RV Service, then such customer must enter into a separate services agreement with ReverseVision. 

3. Rights and License to Use the RV Service.
Subject to the conditions set forth herein, ReverseVision hereby grants to Financial Institution and Financial Institution accepts the following non-exclusive and nontransferable (except as set forth in Section V.10) rights and license under ReverseVision’s Intellectual Property Rights during the term of this Service Agreement: 

(a) Financial Institution’s Internal Users may Access and use the RV Service for the following purposes: (i) to input, modify and delete Credentials and other necessary information to allow Internal Users to access and use the RV Service; (ii) enter data into the RV Service; (iii) request that the RV Service generate reports; (iv) download and store the generated reports, provided that storage of any report on the ReverseVision server shall not be for longer than one year; (v) provide the reports so generated to third parties as permitted in this Service Agreement; and (vi) provide first tier support to its Internal Users. 

(b) Each Internal User is permitted to download and install the Program Client on computers owned and controlled by Financial Institution solely for the purpose of displaying and using the Program Client in connection with use of the RV Service. Internal Users may also install the Program Client on computers owned by the Internal User provided that Financial Institution has the right to monitor software installed on such personally-owned computer and to require deletion of the Program Client at any time. The Program Client may be moved from one computer to another. Notwithstanding the foregoing, each Internal User may use the Program Client on no more than one computer at a time. 

(c) Financial Institution shall maintain all copies of the Program Client with the same level of security and confidentiality as Financial Institution uses to maintain its own proprietary software, and shall include any proprietary notices or labels present on or in the original on or in any downloaded copies. 

(d) From time to time additional, modified, different or replacement code, software or documentation may be provided by ReverseVision as part of the RV Service. Financial Institution shall be bound by the terms of this Service Agreement as to any and all such additional, modified or different software, including without limitation as applied to the Program Client, the look and feel of the RV Service and all Intellectual Property rights appurtenant thereto. 

(e) Financial Institution and each Internal User shall use the RV Service in the form it is provided by ReverseVision and shall not modify, alter, or enhance it in any way.

4. Restrictions Related to License and Use of the Service
(a) Neither Financial Institution nor any Internal User shall interfere with or attempt to interfere with the proper workings of the RV Service, or any activities conducted on or using the RV Service. Financial Institution shall use all commercially reasonable efforts to prevent and shall not knowingly or intentionally allow transmission into the RV Service of any harmful code, which shall include but not be limited to any virus, worm, Trojan horse, spoof, time bomb, trap door or other code that may halt, modify or otherwise interfere with the operation or use of the RV Service, or which may be further transmitted to other users of the RV Service. 

(b) Neither Financial Institution nor any Internal User shall sell, lend, license, redistribute, retransmit, disseminate or otherwise transfer any data or report obtained from the RV Service to any third party, whether in the original or any modified or packaged form or media, including without limitation any reports or the data thereon generated using the RV Service, or use data or reports for other than its own internal purposes or otherwise in a manner inconsistent with this Service Agreement. For the avoidance of confusion, dissemination of reports to the following persons shall be deemed as being for the internal purposes of Financial Institution: (i) customers who are contemplating taking a loan from Financial Institution and/or their advisors, and (ii) entities with which Financial Institution needs to deal in order to close the reverse mortgage transaction or to sell the reverse mortgage after closing. In addition, reports disseminated to a Government Regulator shall not be a violation of the foregoing restrictions. Under no circumstances may the reports be provided to another Financial Institution to use in creating a Closed Loan. 

(c) Financial Institution may use the RV Service only for its own benefit, and specifically may not use the RV Service to provide commercial service bureau functions or other data management services to third parties on a commercial basis. Without limiting the foregoing, in the event an Internal User works with reverse mortgages with any other entity in addition to Financial Institution, such Internal User may not use the RV Service with respect to such other entity and Financial Institution shall advise all Internal Users of this restriction. 

(d) Neither Financial Institution nor any Internal Users shall: (i) modify or alter any ReverseVision software provided under the RV Service, in any way or create any derivative work thereof; (ii) remove, alter, or obscure any proprietary notices (including restricted rights, trademark and copyright notices) provided under the RV Service; (iii) publish, display or publicly perform the RV Service; (iv) use the RV Service for any purpose other than as expressly authorized under this Service Agreement; (v) copy or otherwise reproduce the RV Service, or any portion thereof, except as expressly authorized under this Service Agreement; (vi) copy, modify or translate any of the screens of the RV Service; (vii) sublicense, license, rent, sell, loan, assign, transfer give or otherwise distribute or dispose of all or any part of the RV Service, or encumber any of them in any way, except as expressly permitted in this Service Agreement; or (viii) reverse engineer, reverse compile, decompile, disassemble or otherwise attempt to derive the source code for any ReverseVision software provided under the RV Service, for any reason or purpose. 

(e) Financial Institution is solely responsible for the knowledge of and adherence to any and all laws, statutes and regulations pertaining to Access to and use of the RV Service by Internal Users, the communication means by which Internal Users connects via computers and other equipment to access the RV Service, and the transactions executed using the RV Service. Without limiting the foregoing, Financial Institution shall not permit use of the RV Service for any purpose or to assist in the undertaking of any mortgage transaction which Financial Institution is prohibited from transacting under the applicable laws of any government or the orders of any court with jurisdiction over Financial Institution and such transaction. 

(f) Financial Institution shall not permit any person to Access or use the RV Service unless such use is in accordance with the terms of this Service Agreement. Financial Institution represents and warrants that all Internal Users shall be required to make themselves knowledgeable about the RV Service, such that they are aware of the difficulties, limitations and risks related to such use, and familiar with the laws, rules, regulations and market practices applicable to such use as well as with the restrictions of this Service Agreement. 

(g) Financial Institution shall promptly report to ReverseVision any failures of the RV Service to properly implement the underlying formulae or other problems incurred with the RV Service which Financial Institution believes creates an error in function or output. 

(h) Neither Financial Institution nor any of its Internal Users may export any part of the Loan Origination Software, including without limitation the Program Client, from the United States. Further, Financial Institution shall ensure that no Internal User shall access or otherwise use the RV Service outside the fifty (50) United States or Puerto Rico or US Virgin Islands for any reason or cause. 

(i) Any rights not specifically and explicitly granted to Financial Institution are reserved to ReverseVision.

5. Additional Materials Needed.
Financial Institution is responsible for obtaining and maintaining, at its own expense, all computers, computer services (including servers and peripheral equipment), operating systems, applications, communications, Internet browser and other software required to enable its access to and use of the RV Service. Financial Institution is responsible for all Internet access charges, telephone changes and other fees incurred in connecting to the Internet and accessing the RV Service.

6. Responsibility for Use of Data and Reverse Mortgages.
(a) Each Internal User is ultimately and solely responsible for his use of the information or reports provided by the RV Service. Because software is inherently complex, because certain data or information is obtained from third parties and because it is possible for there to be an error or bug in the RV Service, each Internal User must check and validate the output to ensure that it is accurate, up-to-date and in the format required by law or regulation. Financial Institution agrees that it bears the risk of failure or inaccuracy in the performance of the RV Service. Financial Institution acknowledges that its Internal Users’ use of the RV Service to evaluate and sell mortgage‑related instruments, to originate, process, and close reverse mortgages, or to otherwise undertake reverse mortgage-related opportunities will be based on data and economic assumptions supplied by Financial Institution, which assumptions may prove to be inaccurate. 

(b) All mortgages granted or brokered by or through Financial Institution are undertaken by, through, or at the direction of Financial Institution, and are solely between Financial Institution and its customer. ReverseVision does not solicit potential mortgagees, give investment or legal advice, advocate the purchase or sale or any mortgage or similar financial product, or control the offers provided by Financial Institution to its customers or act as an agent for Financial Institution or any other user of the RV Service. Thus, Financial Institution acknowledges that ReverseVision is not a party to any mortgage transaction undertaken by Financial Institution in any way related to information or reports obtained using the RV Service or engaged in the business of dealing in or funding mortgages, and that by providing the RV Service ReverseVision does not become a party to any transaction undertaken between Financial Institution, and any third party. ReverseVision's obligations under this Service Agreement relate solely to provision of Access to and use of the RV Service by Financial Institution. ReverseVision has no control over or responsibility for the completion of any mortgage, and cannot and does not ensure completion of any mortgage transaction. Neither the relationship of ReverseVision to Financial Institution pursuant to the terms of this Service Agreement nor the provision of the RV Service by ReverseVision shall give rise to any fiduciary or equitable duty or obligation on the part of ReverseVision, including but without limitation any trust relationship. 

(c) Nothing in this Service Agreement shall require ReverseVision to undertake any activity anywhere in the world amounting to the offering, brokering, making or enforcement of any mortgage or similar lending transaction. 

(d) Financial Institution is solely responsible for the confidentiality and usage of all user Credentials granted pursuant hereto. ReverseVision will not be liable for any unauthorized usage thereof.

7. Retention of Data.
ReverseVision shall retain Financial Institution’s data in the RV Service during the term of this Service Agreement for an initial storage period, which shall be up to five (5) years from creation date of the associated loan object (the “Initial Storage Period”). After this Initial Storage Period, ReverseVision may charge storage and access fees for such Financial Institution data that is older than the Initial Storage Period, and may archive such Financial Institution data, which may mean that such archived Financial Institution data is not immediately accessible via the RV Service.

8. Ownership and Proprietary Rights.
(a) Financial Institution acknowledges that the RV Service is a proprietary product in which Financial Institution holds no interest apart from the limited use rights granted to Financial Institution by this Service Agreement. Without limiting the foregoing, the copyright in all materials provided by ReverseVision to Financial Institution in connection with its use of the RV Service, including without limitation the Program Client, the structure of the RV Service as a whole and its internal database structure, logic, screens, interfaces and interface designs, applications and all other components thereof, all documentation, as well as the look and feel of its presentation (i.e., coordination, arrangement and presentation of the content) and the format of all reports, are and shall remain the sole and exclusive property of ReverseVision. Financial Institution further acknowledges that the RV Service, including the code, logic and structure, and whether in object code, source code, or display format, and regardless of media on which they may be embedded, contain valuable trade secret rights that belong to ReverseVision. Financial Institution acknowledges ReverseVision and its licensors retain all right, title and interest in and to all Intellectual Property Rights of ReverseVision. Financial Institution shall take all reasonable measures necessary to protect and preserve all of the Intellectual Property Rights of ReverseVision therein, and to prevent any unauthorized person from having Access to or use of the RV Service. By entering into this Service Agreement, Financial Institution does not become the owner of, or, except as expressly granted hereunder, acquire any rights to, the RV Service or Intellectual Property Rights appurtenant thereto.

(b) Without limiting the foregoing, Financial Institution acknowledges that the RV Service, including without limitation the Program Client, and any copies thereof, or any other ReverseVision Software provided under the RV Service, regardless of the form or media, is the sole and exclusive property of ReverseVision.

(c) To the extent that either ReverseVision or Financial Institution believes that any person who has been issued Credentials by Financial Institution or who is employed by or under the control of Financial Institution is infringing on the Intellectual Property Rights of ReverseVision, Financial Intuition shall assist ReverseVision in all ways reasonably requested by ReverseVision to halt the infringement, and if deemed appropriate by ReverseVision, to attempt to recover damages from the infringer.

(d) To the extent that Financial Institution or any of its Internal Users makes any recommendation or suggestion to ReverseVision regarding the RV Service, and regardless of the form or context in which such recommendation or suggestion is made, such recommendation or suggestion shall become the sole property of ReverseVision, and any modifications or additions made to the RV Service by ReverseVision based on such comments shall be the sole property of ReverseVision. Financial Institution hereby irrevocably assigns and conveys to ReverseVision all rights, title, and interest in and to any and all such recommendations and suggestions. 

(e) Financial Institution shall not make any copy of the RV Service.

(f) Financial Institution shall not remove any notices or disclaimers of copyright, trademark, patent or other rights from the RV Service or any reports created by it. 

(g) ReverseVision agrees that the raw data submitted by Financial Institution’s Internal Users is owned by Financial Institution, regardless of whether such data is stored on ReverseVision’s servers or in its database. ReverseVision shall have the right to collect, use and analyze such data for the purposes of technical support, maintenance, product improvement or such other uses as ReverseVision deems reasonable, provided that in no event shall ReverseVision publish or otherwise allow Access to the data by third parties unless the data is provided in a manner where Financial Institution or any of its customers cannot be individually identified or unless Financial Institution has otherwise expressly authorized ReverseVision to provide such data in a non-anonymized form.

9. Infrastructure.
ReverseVision shall, at its own cost, provide, maintain and operate all equipment, communications facilities, firewalls, servers and ports, software, services and other infrastructure necessary for operation and maintenance of the RV Service, including, but not limited to those things necessary to (i) maintain appropriate security for the RV Service and the data stored therein; and (ii) appropriate redundancy necessary to minimize RV Service unavailability and prevent data loss, as each of these is determined by ReverseVision in its sole discretion. Notwithstanding the foregoing, unless otherwise set forth in an applicable addendum, ReverseVision shall have no obligation to guarantee the availability of the RV Service for any fixed percentage of time.

10. Regulatory Compliance.
(a) Financial Institution hereby covenants and agrees for the benefit of ReverseVision that Financial Institution will comply with the U.S. Gramm-Leach-Bliley Act, as well as all other applicable statutes and regulations, with respect to all customer and consumer information and other data provided to ReverseVision or received by either party from or through the RV Service. Financial Institution shall not take any action in connection with its or its Internal Users’ use of the RV Service which could be reasonably expected to subject ReverseVision to any regulatory, reporting, record-keeping, notice or filing requirements under the laws of the United States, or any of the States of the United States. Financial Institution shall ensure that the obligations and responsibilities of the parties are allocated such that ReverseVision is not directly subject to or responsible for compliance with any banking, mortgage or similar regulations, including but not limited to the Gramm-Leach-Bliley Act.

 (b) Financial Institution shall not use the reports or other output of the RV Service for any purpose prohibited by any applicable law or regulation.

 (c) To the extent applicable to its services provided to Financial Institution under this Service Agreement, ReverseVision agrees to use commercially reasonable efforts to comply with the terms of the Gramm-Leach-Bliley Act.

11. Audit.
Financial Institution shall have available an audit document package accessible via the customer support portal located at support.reversevision.com. Such document package shall at minimum include: ReverseVision Business Continuity Plan, ReverseVision Change Management Policy, ReverseVision InfoSec, applicable Data Center SSAE audit document(s), and applicable insurance policies. 

Should the Financial Institution request additional audit services from ReverseVision, including but not limited to custom audit forms, on-site visits, or in-person interviews, ReverseVision shall provide the requested services as part of a Professional Services engagement (which will be priced on a time and materials basis). Financial Institution and ReverseVision shall enter into a statement of work to address such request.

III. PAYMENTS

1. Payment for Using the RV Service.
Financial Institution shall pay to ReverseVision the amounts set forth on the Sales Order, and as may be set forth in any Addendum to this Service Agreement. For example, and not by way of limitation, situations that would trigger a billable event under this Service Agreement are set forth in Exhibit A – “RV Service Billable Events and Pricing”.

2. Payment Procedures.
(a) ReverseVision shall render an invoice to Financial Institution after the end of each calendar month reflecting the amount due to ReverseVision from Financial Institution for the preceding month. Payment by Financial Institution to ReverseVision of all amounts due to ReverseVision will be made not later than fifteen (15) days after receipt of the invoice. In the event Financial Institution has a good faith belief that an invoice is incorrect, it may withhold payment ONLY of such amount as it reasonably believes to be incorrect and shall pay all other amounts. ReverseVision may suspend access to the RV Service, upon seven (7) days prior notice, at any time that payments for undisputed charges are late (including charges placed into dispute only after the time payment of them is due), and ReverseVision shall have no liability related to such suspension.

(b) In the event that any payment is not made when due (including any disputed amounts which are subsequently found to be due), Financial Institution shall incur the lesser of 10% of the total amount or one thousand dollars ($1,000) as a late fee and also pay ReverseVision interest on the unpaid balance in the amount of one and one-half percent (1.5%) per month or part thereof until payment is made. 

(c) Financial Institution grants to ReverseVision, during customary business hours and with at least one (1) week prior notice, reasonable access to its books and records in order that ReverseVision may confirm amounts due and owing to it from time to time, including without limitation credits granted for loans that were actually Closed Loans and amounts due with respect to charges made by Financial Institution. In the event that ReverseVision finds outstanding amounts due to it, Financial Institution shall promptly pay all such amounts, plus interest at the rate of 1.5% per month for each month or part thereof that the amount was not paid to ReverseVision. 

(d) All fees charged by ReverseVision are exclusive of taxes and similar fees now in force or enacted in the future imposed on the services contemplated by this Service Agreement. All sales, use or other taxes arising out of this Service Agreement or Financial Institution’s use of ReverseVision’s products and services are Financial Institution’s sole responsibility, except for income or franchise taxes based on ReverseVision’s net income in the United States.

3. Third-Party Services.
The RV Service may allow Financial Institution to connect to various third-party services. If Financial Institution wishes to use such services, it shall request them via the administrative area of the RV Service. Financial Institution agrees that it shall pay such amounts as indicated for requested third party services, which may include, among others, a connection fee, a per-use, per-user or monthly charge. Payment for the third-party services will be made in the manner specified in the administrative area, or Financial Institution may be required to contract directly with the provider of the services for payment of certain fees. 

IV. TERM AND TERMINATION

1. Term.
Subject to the other provisions of this Section IV, the term of this Service Agreement shall be for the period defined on the Sales Order Form from the Effective Date, and shall renew for additional one (1) year terms thereafter unless either party terminates it by giving written notice of termination to the other party in which case this Service Agreement shall terminate at the end of the renewal period that is ninety (90) days following the date of such notice. If there are any changes to this Service Agreement (including, without limitation, any pricing changes) that will be effective in the upcoming renewal term, ReverseVision will provide Financial Institution with written notice of such changes (in addition to the methods of notice otherwise set forth herein, notice via electronic mail to Financial Institution’s contact person for the Service Agreement is an acceptable method of notice for such changes). If Financial Institution does not agree to all such changes, then, within five (5) business days following its receipt of written notice of such changes, Financial Institution shall provide ReverseVision with the ninety (90) days’ written notice of termination of this Service Agreement, as set forth above, and the proposed changes shall not take effect during the termination notice period. Absent such termination notice from Financial Institution during such five (5) business day period, Financial Institution will be deemed to have agreed to the changes, which shall be effective in the next renewal period following the period during which ReverseVision provided notice of such changes.

2. Termination for Breach.
Either party may terminate this Service Agreement in the event of a material breach of this Service Agreement by the other party; provided, however, that the non-breaching party shall first deliver notice of such breach to the breaching party and shall provide it with an opportunity to remedy such breach for a thirty (30) day period following delivery of such notice, following which the non-breaching party may at any time thereafter while the breach remains in effect notify the other party that this Service Agreement is terminated. Notwithstanding the foregoing, no right to cure shall be required after two prior notices and cures of a breach of nonpayment.

3. Termination for Inactivity.
ReverseVision may terminate its operation of the RV Service in the event that Financial Institution’s account is deemed inactive. An account is inactive when no billable event has occurred for at least twelve (12) consecutive months.

4. Termination Based on Infringement.
ReverseVision may terminate its operation of the RV Service in the event there is a claim of infringement of any Intellectual Property Right relating to the RV Service, whether such claim is made against ReverseVision, Financial Institution or another, and such claim cannot be resolved without material cost or risk to ReverseVision or in a manner reasonably satisfactory to it. Access to and use of the RV Service may be immediately suspended upon ReverseVision’s sole determination that such a situation exists. ReverseVision shall have no liability to Financial Institution as a result of such termination, and this Service Agreement shall be deemed terminated.

5. Events Upon Termination and Cessation of Operation.
Upon any actual or deemed termination of this Service Agreement, the following actions shall be taken:

(a) REVERSEVISION SHALL PROVIDE NOTICE TO FINANCIAL INSTITUTION OF THE LAST DAY THAT THE RV SERVICE WILL BE OPERATIONAL (THE “SERVICE TERMINATION DATE”), PROVIDED HOWEVER THAT IN THE CASE OF TERMINATION UNDER SECTION IV.3 OR SECTION IV.4, SUSPENSION OF ACCESS TO THE RV SERVICE MAY PREDATE SUCH NOTICE.

(b) ReverseVision may deactivate Credentials or otherwise prevent access or use of the RV Service as of 4:00 p.m. Eastern Time on the Service Termination Date.

(c) Financial Institution shall promptly pay to ReverseVision all amounts due to it through the Service Termination Date, including the fee for delivery of data upon termination.

(d) Financial Institution shall return to ReverseVision any and all manuals, guides and other written materials distributed by ReverseVision or Financial Institution with respect to the use of the RV Service, and Financial Institution shall permanently delete the Program Clients resident on Internal Users’ computers.

(e) Unless an alternative agreement regarding data retention has been entered into between ReverseVision and Financial Institution, ReverseVision may delete from its databases all data ReverseVision has stored for Financial Institution. Such deletion may occur beginning three (3) months after termination of this Service Agreement.

(f) All terms of this Service Agreement which, by their nature, contemplate continuing effectiveness, including, without limitation, terms regarding payment and indemnification obligations, warranty disclaimers, limits of liability and standard terms (as set forth below), as well as terms of this subsection and ownership terms shall survive termination of this Service Agreement.

V. STANDARD TERMS

1. Force Majeure.
Neither party will be responsible for any delay or failure to perform its obligations under this Service Agreement (other than obligations to pay money) if such failure is caused in whole or in part, directly or indirectly, by an event beyond the reasonable control of that party (a “Force Majeure Event”). In any such case, obligations under this Service Agreement shall not be excused but instead shall be suspended only until the cessation of such Force Majeure Event. If such Force Majeure Event should prevent performance of this Service Agreement for more than thirty (30) days, the parties will consult with each other and consider means for abating the cause or otherwise carrying out this Service Agreement in a manner mutually agreeable to the parties to determine whether this Service Agreement should be modified. The party delaying or failing to perform its obligations because of such Force Majeure Event will use commercially reasonable efforts to remedy the situation as well as to minimize its effects.

2. Publicity.
(a) Any press releases describing this Service Agreement or the relationship between the parties shall be approved jointly in advance. (b) Notwithstanding the foregoing, ReverseVision may identify Financial Institution as a client and may refer to Financial Institution in ReverseVision's standard listing of clients or in such other materials (including marketing and promotional materials, websites, offering documents, or otherwise) as ReverseVision may reasonably determine. (c) Except as specifically permitted herein, neither party shall use the tradenames, trademarks or service marks of the other without the other’s prior written permission.

3. Limited Warranty and Disclaimers.
(a) ReverseVision makes the following warranties with respect to the RV Service: (i) ReverseVision will make commercially reasonable efforts to provide the RV Service based on Financial Institution’s submission of data without introducing errors or otherwise corrupting such data as submitted by Financial Institution; and (ii) the RV Service does not infringe any registered trademark, registered service mark or copyright or misappropriate any trade secret of a third party, and to its knowledge does not infringe the patent of any third party. 

 (b) OTHER THAN AS EXPRESSLY SET FORTH IN SECTION V.3(a), IMMEDIATELY ABOVE, THE RV SERVICE IS PROVIDED TO FINANCIAL INSTITUTION FOR USE "AS-IS" AND WITHOUT ANY WARRANTY, GUARANTY, CONDITION, COVENANT OR REPRESENTATION, EXPRESS, IMPLIED OR STATUTORY. ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TIMELINESS, CURRENCY, ACCURACY OR OTHER ATTRIBUTES, OR FROM A COURSE OF DEALING OR USAGE OF TRADE ARE SPECIFICALLY DISCLAIMED.

WITHOUT LIMITING THE FOREGOING, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SERVICE AGREEMENT, REVERSEVISION DOES NOT MAKE ANY WARRANTY, GUARANTEE OR REPRESENTATION REGARDING THE USE OR RESULTS OF USE OF THE RV SERVICE OR ANY OF ITS FEATURES, IN TERMS OF CAPABILITY, ACCURACY, SECURITY OR OTHERWISE, AND SPECIFICALLY DOES NOT REPRESENT THAT THE RV SERVICE WILL MEET FINANCIAL INSTITUTION'S REQUIREMENTS OR BUSINESS OBJECTIVES OR THAT THE OPERATION OF THE RV SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. FINANCIAL INSTITUTION ASSUMES SOLE RESPONSIBILITY FOR THE SELECTION OF THE RV SERVICE TO ACHIEVE ITS INTENDED RESULTS, AND FOR USE OF RESULTS OBTAINED FROM THE RV SERVICE.

FURTHER, STATEMENTS MADE BY REVERSEVISION’S EMPLOYEES IN THE ORDINARY COURSE OF PROVIDING THE RV SERVICE, RELATED TECHNICAL SUPPORT, OR ANY OTHER REVERSEVISION PRODUCT OR SERVICE, SHALL NOT IN ANY CASE BE CONSIDERED LEGAL ADVICE. REVERSEVISION WILL NOT BE HELD RESPONSIBLE FOR ACTIONS TAKEN BY FINANCIAL INSTITUTION OR FINANCIAL INSTITUTION’S AGENTS OR EMPLOYEES THAT MAY RESULT IN DAMAGES TO FINANCIAL INSTITUTION EVEN THOUGH SUCH ACTIONS MAY HAVE BEEN BASED ON STATEMENTS MADE BY REVERSEVISION OR REVERSEVISION EMPLOYEES. FINANCIAL INSTITUTION SHOULD SEEK INDEPENDENT LEGAL ADVICE REGARDING APPLICABLE FEDERAL, STATE, AND LOCAL LAW, IT BEING UNDERSTOOD THAT CLIENT BEARS SOLE RESPONSIBILITY FOR ENSURING THAT ITS PRACTICES AND FORMS CONFORM TO APPLICABLE LAW.

FINANCIAL INSTITUTION ASSUMES ALL RISKS REGARDING, AND REVERSEVISION IS NOT RESPONSIBLE AND BEARS NO LIABILITY FOR, THE RESULTS OF FAULTY DATA ENTRY, DATA CONVERSION, OR OTHER USER ERROR. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REVERSEVISION WILL NOT BE HELD LIABLE FOR DOCUMENT ERRORS OR ANY OTHER ERRORS THAT RESULT FROM: (I) DATA INPUT ERRORS, (II) DATA THAT DOES NOT IMPORT CORRECTLY, (III) MISUSE OF REVERSEVISION SOFTWARE OR APPLICATIONS, (IV) THIRD PARTY SOFTWARE OR SERVICES, (V) FINANCIAL INSTITUTION USER ERROR, (VI) ERRORS CAUSED BY FINANCIAL INSTITUTION OR FINANCIAL INSTITUTION’S AGENTS, EMPLOYEES, OR CONTRACTORS, OR (VII) ERRORS THAT ARE OTHERWISE ATTRIBUTABLE TO FACTORS OUTSIDE OF REVERSEVISION’S IMMEDIATE CONTROL.

4. Limit of Liability.
(a) Financial Institution is solely responsible for its own assessment of the fitness, creditworthiness and conduct of any potential mortgage customer, and all credit and market risks of any mortgage or similar transaction are borne entirely by Financial Institution. ReverseVision shall have no liability, obligation or responsibility for any failure, delay in performance, default or breach by any customer of Financial Institution or for any actions taken or not taken by other third parties such as insurers or regulators with respect to Financial Institution.

(b) ReverseVision shall have no liability of any type, nature or amount related to Financial Institution’s Access to or use of the RV Service, except as relates to a specific breach of warranty, and as limited by this Section V.4.

(c) Security for access to data stored in the Program Client, on the computer on which the Program Client is hosted and Access to data stored at ReverseVision is managed by Microsoft Windows security (or its successors about which Financial Institution is notified). Financial Institution is solely responsible for correctly implementing the security process. ReverseVision shall have no responsibility for the implementation of security and no liability to Financial Institution with respect to any problems in the security of this data.

(d) Without limiting the foregoing, ReverseVision shall have no liability related to: (i) any problem, error or malfunction resulting from data entry or other errors on the part of Internal Users; (ii) any failure of Internal Users to use the RV Service in accordance with the documentation; (iii) any failure of Internal Users to check and validate the output to ensure that it is correct, up-to-date and in the format required by law or regulation; (iv) any alternation, modification or enhancement of the RV Service by any person other than ReverseVision (or as directed by ReverseVision); (v) the performance or failure of any additional materials as specified under Section II.5; (vi) the performance or failure of any telecommunications service, Internet connection, Internet service provider or any other third-party provider related to Financial Institution’s Access to or use of the RV Service; (vii) any hardware or peripherals; (viii) any technical problems incurred with respect to use of the RV Service; or (ix) errors in information provided by third parties either directly linked to or included in information provided by or used in the RV Service, including without limitation any errors resulting from the transmission of such third party data to or from the RV Service and any error in interpretation, reading or copying of such data by the RV Service.

(e) ALSO WITHOUT LIMITING THE FOREGOING, REVERSEVISION SHALL NOT BE LIABLE TO FINANCIAL INSTITUTION FOR LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF DATA, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE OF SOFTWARE, LOSS OR CORRUPTION OF DATA, COST OF RECREATING DATA OR OF SUBSTITUTE SOFTWARE, OR ANY INDIRECT, SPECIAL, INCIDENTAL PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE RV SERVICE OR THIS SERVICE AGREEMENT (HOWEVER ARISING, WHETHER FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR ANY OTHER LEGAL THEORY, AND WHETHER IN TORT, CONTRACT OR EQUITY) EVEN IF REVERSEVISION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

(f) IN THE EVENT OF ANY INFRINGEMENT CLAIM UNDER ANY INTELLECTUAL PROPERTY RIGHT, REVERSEVISION MAY, AT ITS OPTION, TERMINATE THIS SERVICE AGREEMENT OR MAY PROVIDE SUBSTITUTE SOFTWARE OR NECESSARY COMPONENTS THEREOF, AS APPLICABLE, WITH SUBSTANTIALLY SIMILAR FUNCTIONALITY. THERE SHALL BE NO FURTHER LIABILITY TO FINANCIAL INSTITUTION BY REVERSEVISION IF IT ELECTS SUCH REMEDY.

(g) IN NO EVENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, SHALL REVERSEVISION EVER BE LIABLE TO FINANCIAL INSTITUTION FOR MORE THAN THE AMOUNT FINANCIAL INSTITUTION HAS PAID REVERSEVISION WITH RESPECT TO THE SPECIFIC CLOSED LOAN TRANSACTION WHICH FORMS THE BASIS OF THE CLAIM BEING MADE. THE FOREGOING LIMITATION SHALL APPLY NOT ONLY TO REVERSEVISION BUT ALSO, IN THE AGGREGATE, TO ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES. NEITHER REVERSEVISION NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES SHALL BE LIABLE FOR ANY DIRECT DAMAGES BEYOND THOSE SPECIFIED IN THE FIRST SENTENCE OF THIS PART (g).


(h) Financial Institution acknowledges that the payments due to ReverseVision in respect of the RV Service, as set forth in the Sales Order have been agreed upon taking into account the terms of the limitations in this Section V.4. 

(i) THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SERVICE AGREEMENT SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. FINANCIAL INSTITUTION ACKNOWLEDGES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SERVICE AGREEMENT ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THAT REVERSEVISION WOULD NOT OFFER ITS PRODUCTS AND SERVICES ON THE TERMS HEREOF, ABSENT SUCH DISCLAIMERS AND LIMITATIONS.

5. Indemnification.
Financial Institution agrees to indemnify and hold ReverseVision (and its officers, directors, employees, contractors, agents or representatives) harmless from any costs, losses, liabilities, obligations, claims, suits or damages, including reasonable attorney’s fees and expenses incurred in investigating, defending or appealing, directly or indirectly arising out of or related to: (a) any breach by Financial Institution of or failure to carry out its obligations under this Service Agreement; (b) any action brought against ReverseVision based on Financial Institution’s Access to or use of the RV Service other than as expressly intended and authorized under this Service Agreement, (c) access and use by any person using a user ID assigned to Financial Institution; or (d) any dispute between Financial Institution and any third party, in which ReverseVision is made a party, whether formally or informally, including any costs related in any way to discovery requests or testimony of ReverseVision personnel.

6. Non-Solicitation of Employees and Contractors.
Financial Institution shall not, either individually or through any other person or entity, employ or seek to employ or engage or seek to engage as an independent contractor any person who is an employee of ReverseVision or is an independent contractor engaged in the provision of services to ReverseVision, or any person who was an employee of ReverseVision or was an independent contractor engaged in provision of services to ReverseVision within two years prior to such employment or engagement of such person by Financial Institution. Financial Institution will not knowingly take any action detrimental to the relationship between ReverseVision and its present and future employees or independent contractors.

7. Relationship of Parties.
The relationship of the parties hereto is solely that of independent contractors. This Service Agreement does not constitute a partnership, and nothing herein contained is intended to constitute, nor will it be construed to constitute, the parties as partners of each other. Nothing contained herein will constitute either party an agent of the other party, nor does either party have the authority to act on behalf of the other. No employment, franchise, or joint-venture relationship between the parties is created under this Service Agreement.

8. Severability.
In the event that any one or more provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable, such illegality, invalidity or unenforceability shall not affect any other provision of this Service Agreement. In such event the parties shall diligently cooperate to amend this Service Agreement to substitute a new provision for any such provision held to be invalid, illegal or unenforceable, which new provision shall as closely as legally permissible reflect the terms and conditions of such invalid provision and the intent of the Parties with respect to the subject matter thereof, provided that if such provision cannot be adequately revised it shall be deemed struck.

9. Binding Agreement.
This Service Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. To the extent terms relate to them, ReverseVision's licensors (and their respective officers, directors, and employees) are third-party beneficiaries of this Service Agreement, and accordingly may enforce the rights and benefits granted to them hereunder as if they were parties to it.

10. Assignment.
ReverseVision may, without the consent of Financial Institution, assign all but not less than all of this Service Agreement to any third party that purchases all or substantially all of the assets or equity of ReverseVision or with which ReverseVision effects a merger or business combination. In the event all or substantially all the assets of Financial Institution should be sold to a third party, this Service Agreement shall be one of the assets sold; in the event of a change of control of Financial Institution, this Service Agreement shall remain in effect as to the successor or surviving entity. Notwithstanding the foregoing, any successor entity of Financial Institution to which this Service Agreement is transferred shall be obligated to use the RV Service of ReverseVision only as to that portion of the business of the successor consisting of what was formerly Financial Institution; successor company shall not be obligated to use the RV Service for its pre-existing business prior to the purchase or merger transaction. Except as otherwise provided in this Section, this Service Agreement and any rights and obligations pursuant hereto shall not be assignable by either party without the prior written consent of the other party. Any attempted assignment in violation of the foregoing shall be void.

11. Notices.
All notices and other communications hereunder (“Notices”) shall be in writing and shall be deemed to have been duly given if delivered personally, by a nationally recognized overnight courier service, or mailed by registered or certified mail, postage prepaid, return receipt requested, to the designees named in the Sales Order to receive Notices. 

Notices shall be effective upon receipt and shall be deemed received upon delivery. Either party may designate a new address upon Notice given to the other party in the manner prescribed herein.

12. Interpretation.
The Section and other headings are included for convenience only, and shall not affect the interpretation of this Service Agreement. The provisions of this Service Agreement and its Exhibits have been prepared, examined, negotiated and revised by each party and its respective attorneys. Thus, no implication shall be drawn and no provision will be construed against any party by virtue of the purported identity of its drafter.

13. Priority.
In the case of any ambiguities, discrepancies or inconsistencies between this Service Agreement and the Sales Order, the Sales Order shall take precedence.

14. Governing Law; Dispute Resolution.
(a) This Service Agreement shall be governed by and construed in accordance with the laws of the State of California, without regards to its conflict of laws principles or any other principles that would result in the application of a different body of law. Except for any claim or dispute regarding ReverseVision’s Intellectual Property Rights (or violation thereof by Financial Institution), such claims or disputes may be brought by ReverseVision in any court of competent jurisdiction, all claims or disputes arising among the parties and relating to this Service Agreement or the breach, termination or validity thereof shall be settled by binding arbitration in accordance with the then-current commercial rules for arbitration of the American Arbitration Association. There shall be a single neutral arbitrator selected in accordance with such rules. The place of the arbitration shall be San Diego County, California, and the arbitrator shall apply the substantive law of the State of California, exclusive of its choice of law rules, in deciding the dispute. The arbitrator shall have authority to award provisional relief, but shall not have the authority to award damages beyond those allowed or the limitations set forth in Section V.4, and each party hereby waives any right to recover such damages with respect to any dispute resolved by arbitration. The statute of limitations of the State of California applicable to the commencement of a lawsuit shall be applicable to the commencement of arbitration hereunder. Each party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the administration of the arbitration and the arbitrator; provided, however, the arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the administration of the arbitration and the arbitration panel. Absent the filing of an application to correct or vacate the arbitration award under California Code of Civil Procedure sections 1285 through 1288.8, each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Any decision rendered by the arbitrator shall be binding, final and conclusive upon the parties, and a judgment thereon may be entered in, and enforced by, any court having jurisdiction over the party against which an award is entered or the location of such party’s assets, and the parties hereby irrevocably waive any objection to the jurisdiction of such courts based on any ground, including without limitation, improper venue or forum non-conveniens.

BY AGREEING TO THIS BINDING ARBITRATION PROVISION, THE PARTIES UNDERSTAND THAT THEY ARE WAIVING CERTAIN RIGHTS AND PROTECTIONS WHICH MAY OTHERWISE BE AVAILABLE IF A DISPUTE BETWEEN THE PARTIES WERE DETERMINED BY LITIGATION IN COURT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SEEK OR OBTAIN CERTAIN TYPES OF DAMAGES PRECLUDED BY THIS ARBITRATION PROVISION, THE RIGHT TO A JURY TRIAL, CERTAIN RIGHTS OF APPEAL, AND A RIGHT TO INVOKE FORMAL RULES OF PROCEDURE AND EVIDENCE.

(b) Subject to Section V.14(a) above, the dispute resolution procedures provided in this subsection shall be the sole and exclusive process for the resolution of disputes among the parties arising out of or relating to this Service Agreement, provided that a party may seek a preliminary injunction or other relief from a court if in its sole judgment such relief is necessary to avoid irreparable injury. In the event arbitration is thereafter initiated, subject to the authority of the court, the arbitrator may continue, modify, or dissolve any provisional relief granted by the court, and the parties’ obligations under this subsection shall not otherwise be affected. (c) Subject to Sections V.14(a) and V.14(b) above, the state or federal courts in the State of California shall be the exclusive forum for any legal proceeding permitted by or ancillary to the procedures specified in this subsection. The parties hereby expressly agree to the jurisdiction of such courts.

15. Waivers.
Except to the extent expressly provided to the contrary herein, no failure or delay by either party in the exercise of any right hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right preclude any additional or further exercise thereof or the exercise of any other right. To be effective, each waiver of any right hereunder must be in writing and signed by the party waiving its right, and such waiver may be made subject to any conditions specified therein.

16. Amendments.
Except for changes expressly permitted in this Service Agreement, no amendment to this Service Agreement shall be effective unless it is in writing and signed by both parties. All amendments must indicate an intent to amend this Service Agreement or the specific Exhibit hereto and indicate the section(s) to be amended.

17. Entire Agreement.
This Service Agreement, together with the Sales Order and any exhibits or addenda hereto, constitutes the complete, final and entire agreement of the parties hereto, and the parties have made no agreements or representations relating to the subject matter of this Service Agreement which are not set forth herein and therein. Except for the Sales Order, this Service Agreement supersedes all prior or contemporaneous agreements on the subject matter herein, provided that if the parties have executed a prior agreement related to confidentiality or nondisclosure, nothing herein shall modify or terminate the terms of such agreement.

18. Counterparts.
This Service Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument representing the agreement of the parties.



Exhibit A

RV Service Billable Events and Pricing

1. Seat Fees ReverseVision charges a seat fee. This fee will be incurred for each Seat, which is enabled during the billing period.

2. Minimum Transactions. Financial Institution is not obligated to complete any billable transactions per month. However, Financial Institution will be obligated to pay its selected minimum monthly commitment amount regardless of whether any billable transactions have occurred in that month. Should termination occur mid billing cycle, fees will be billable for the full month and will not be prorated 

3. Application Tech Fee An Application Tech fee billable event is defined as the creation of an application package for a loan. ReverseVision charges an Application Tech Fee per loan for which an application document package drawn, which exceeds the number of applications included in the Sales Order Form. This fee will be charged directly to the Financial Institution.

4. Application Submission Fee ReverseVision charges a submission fee for each submission to a Sponsor that exceeds the number of submissions included on the Sales Order Form. 


REVERSEVISION SERVICE AGREEMENT ADDENDUM

CALIFORNIA CONSUMER PRIVACY ACT

THIS ADDENDUM (“ADDENDUM”) IS APPLICABLE TO EVERY FINANCIAL INSTITUION, AND SUPPLEMENTS AND FORMS PART OF THE SERVICE AGREEMENT.


1. Definitions

For purposes of this Addendum, the terms below have the meanings set forth below. Capitalized terms that are used but not defined in this Addendum have the meanings given in the Service Agreement. 

(a) “CCPA” means the California Consumer Privacy Act of 2018 and any regulations promulgated thereunder, in each case, as amended from time to time. 

(b) “Personal Information” means any information that Financial Institution provides to ReverseVision for the provision of the Service to the extent such information constitutes “personal information” subject to the CCPA. 

(c) “Services” means the services performed under the Service Agreement. 

2. ReverseVision as a Service Provider under the CCPA 

(a) ReverseVision shall not (a) sell any Personal Information; (b) retain, use or disclose any Personal Information for any purpose other than for the specific purpose of providing the Services, including retaining, using, or disclosing the Personal Information for a commercial purpose (as defined in the CCPA) other than provision of the Services; or (c) retain, use or disclose the Personal Information outside of the direct business relationship between ReverseVision and Financial Institution. ReverseVision hereby certifies that it understands its obligations under this Section 2(a) and will comply with them. 

(b) The parties acknowledge and agree that ReverseVision's provision of the Services encompasses, and that the parties’ business relationship contemplates, ReverseVision's performance of its obligations and exercise of its rights under the Service Agreement. 

(c) Notwithstanding anything in the Service Agreement or any Sales Order entered in connection therewith, the parties acknowledge and agree that ReverseVision’s access to Personal Information is not part of the consideration exchanged by the parties in respect of the Service Agreement. 

(d) ReverseVision provides Financial Institution with self-service functionality through the Services or other assistance reasonably necessary for Financial Institution to perform its obligation under the CCPA to fulfill requests by individuals to exercise their rights under the CCPA. Financial Institution shall compensate ReverseVision for any such assistance, beyond providing self-service features included as part of the Services, at ReverseVision’s then-current professional services rates. 

(e) The Service Agreement shall not prohibit ReverseVision from engaging in activities permissible under the CCPA.

REVERSEVISION SERVICE AGREEMENT ADDENDUM

PROFESSIONAL SERVICES

THIS ADDENDUM (“ADDENDUM”) IS APPLICABLE TO EACH FINANCIAL INSTITUTION THAT HAS SELECTED THE REVERSEVISION PRODUCT(S), THAT IS/ARE THE SUBJECT OF THIS ADDENDUM (AS DESCRIBED BELOW), ON THE APPLICABLE SALES ORDER BETWEEN REVERSEVISION AND SUCH FINANCIAL INSTITUTION. FINANCIAL INSTITUTION HAS AGREED TO THE TERMS OF THIS ADDENDUM BY EXECUTING THE SALES ORDER. THIS ADDENDUM IS INTENDED BY THE PARTIES TO ADD THE REVERSEVISION PRODUCT OR SERVICE DESCRIBED HEREIN TO THE PRODUCTS AND SERVICES THAT FINANCIAL INSTITUTION IS CURRENTLY OBTAINING FROM REVERSEVISION UNDER THE SERVICE AGREEMENT. IF THERE IS ANY CONFLICT OR INCONSISTENCY BETWEEN A TERM IN THE SERVICE AGREEMENT (OR ANY OTHER ADDENDUM TO THE SERVICE AGREEMENT) AND A TERM IN THIS ADDENDUM, THEN THE TERM IN THIS ADDENDUM SHALL CONTROL SOLELY WITH REGARDS TO THE REVERSEVISION PRODUCT OR SERVICE WHICH IS THE SUBJECT MATTER OF THIS ADDENDUM, AND SOLELY WITH RESPECT TO SUCH CONFLICT OR INCONSISTENCY; ALL OTHER TERMS OF THE SERVICE AGREEMENT (AND OTHER ADDENDA) SHALL REMAIN IN FULL FORCE AND EFFECT. CAPITALIZED TERMS THAT ARE NOT DEFINED IN THIS ADDENDUM SHALL HAVE THE MEANING AS DEFINED ELSEWHERE IN THE SERVICE AGREEMENT.

1. Scope of Services
ReverseVision will perform the services (“Services”) specified on the RV Professional Services Statement of Work (“SOW”). Any additional work requested by Financial Institution of ReverseVision in conjunction with Services will require execution of an additional SOW.

2. Ownership of Work Product
All deliverables prepared by ReverseVision in performance of Services under the Service Agreement is the sole ownership of ReverseVision.

3. Fees
(a) ReverseVision shall invoice Financial Institution for the Services in the amount and schedule included in the SOW. Financial Institution shall pay all invoices in accordance with the payment terms set forth in the Service Agreement.

(b) If Financial Institution is delinquent in any payment due under the Service Agreement, ReverseVision may, at its sole discretion, upon prior written notice to Financial Institution, and without prejudice to any other applicable remedy, (i) in whole or in part suspend providing the Services to Financial Institution until ReverseVision and Financial Institution have agreed, in writing, to modified payment terms that include a payment schedule for all delinquent amounts, and/or (ii) require other assurances or security to ensure Financial Institution’s payment obligations hereunder.(c) For each visit to the Financial Institution’s office (including the initial setup visit), Financial Institution shall reimburse ReverseVision for actual transportation and lodging expenses, including an allowance for meals and miscellaneous expenses. ReverseVision shall substantiate transportation and lodging expenses by providing copies of receipts.

(c) For every onsite visit after the initial setup, travel time to the office (not including return time) shall be billed at an hourly rate and is in addition to any fees noted in each SOW.

REVERSEVISION SERVICE AGREEMENT ADDENDUM 

RV API PLATFORM SERVICE

THIS ADDENDUM (“ADDENDUM”) IS APPLICABLE TO EACH FINANCIAL INSTITUTION THAT HAS SELECTED THE REVERSEVISION PRODUCT(S), THAT IS/ARE THE SUBJECT OF THIS ADDENDUM (AS DESCRIBED BELOW), ON THE APPLICABLE SALES ORDER BETWEEN REVERSEVISION AND SUCH FINANCIAL INSTITUTION. FINANCIAL INSTITUTION HAS AGREED TO THE TERMS OF THIS ADDENDUM BY EXECUTING THE SALES ORDER. THIS ADDENDUM IS INTENDED BY THE PARTIES TO ADD THE REVERSEVISION PRODUCT OR SERVICE DESCRIBED HEREIN TO THE PRODUCTS AND SERVICES THAT FINANCIAL INSTITUTION IS CURRENTLY OBTAINING FROM REVERSEVISION UNDER THE SERVICE AGREEMENT. IF THERE IS ANY CONFLICT OR INCONSISTENCY BETWEEN A TERM IN THE SERVICE AGREEMENT (OR ANY OTHER ADDENDUM TO THE SERVICE AGREEMENT) AND A TERM IN THIS ADDENDUM, THEN THE TERM IN THIS ADDENDUM SHALL CONTROL SOLELY WITH REGARDS TO THE REVERSEVISION PRODUCT OR SERVICE WHICH IS THE SUBJECT MATTER OF THIS ADDENDUM, AND SOLELY WITH RESPECT TO SUCH CONFLICT OR INCONSISTENCY; ALL OTHER TERMS OF THE SERVICE AGREEMENT (AND OTHER ADDENDA) SHALL REMAIN IN FULL FORCE AND EFFECT. CAPITALIZED TERMS THAT ARE NOT DEFINED IN THIS ADDENDUM SHALL HAVE THE MEANING AS DEFINED ELSEWHERE IN THE SERVICE AGREEMENT.

 1. Scope of Service
RV API Platform Service (“RVAPI”) is the RV Service that is the subject matter of this Addendum. RVAPI shall provide the Financial Institution a programmatic interface to access selected functions of the RV Service. The specific functions available to the Financial Institution are identified on the Sales Order Form (“SOF”) as part of this Service Agreement. 

 2. Delivery
ReverseVision shall deliver to Financial Institution specifications sufficient for the Financial Institution to create and operate a computer application, website or program that use the functionality available in the RVAPI. The Financial Institution will be responsible to implement and maintain the computer application with the specifications provided. 

3. Modifications
The RVAPI is an evolving platform, which will continue to see changes for the foreseeable future, including backwards incompatible changes. Reasonable attempts will be made for notice of these changes. Parts of the RVAPI which are undocumented may change at any time and behaviors of such features should not be relied upon. 

4. Scope of Acceptable Use
The RVAPI may not be used in any manner other than ReverseVision allows under this Service Agreement or RVAPI Documentation, that changes the RV Service, circumvents any of ReverseVision’s security measures, disrupts or degrades the performance of the RV Service or RVAPI; or tests the vulnerability of the RV Service. 

5. Access by Financial Institution
In order to programmatically access and perform transactions using RVAPI, the Financial Institution must obtain credentials (“Access Keys”). Such Access Keys will be provided via a secure method. The Financial Institution may only share Access Keys, and conduct transactions, with third parties (each, a “Vendor”) that have completed a Vendor API Agreement. The Financial Institution shall be responsible to keep the Access Keys information secure and shall use the Access Keys as the sole means of accessing any RVAPI functions. The Financial Institution is responsible for the security and protection of any proprietary, confidential, sensitive, non-public or personally identifiable information used in RVAPI transactions including compliance with the Gramm-Leach-Bliley Act. Such responsibility to secure Access Keys and information apply to both internal use and use with a third-party system. 

6. Payment
ReverseVision shall invoice Financial Institution for the RVAPI, in accordance with the fees described in the SOF. Financial Institution shall pay all invoices in accordance with the payment terms set forth in the Service Agreement. 

7. Rate Limits
RVAPIs have published Rate Limits depending on the level indicated on the RV Support Site. The Financial Institution or any of their associated Vendors shall not attempt to exceed or circumvent the limitations on access, calls, and the use of the RVAPI in a behavior that produces unreasonable request volume or is conflicts with any part of this addendum or the RVAPI Documentation. 

8. Ownership
All software, hardware and peripherals, and related intellectual property of ReverseVision that are provided by ReverseVision to Financial Institution hereunder, or otherwise comprise the RV API Platform are and shall be the sole and exclusive property of ReverseVision or its licensors, unless otherwise agreed upon specifically by a contract addendum, signed by both parties, that expressly allocates and assigns ownership to Financial Institution. Each party agrees to take reasonable security measures to protect the other’s aforesaid property. 

9. Suspension and Termination
ReverseVision may suspend access to the RVAPI without notice, due abuse or actions, in ReverseVision’s sole discretion, which may negatively affect the RV Service. In the event of suspension, the Financial Institution will be notified of the offending action and be provided with a mutually reasonable timeframe to correct such action. Until such action is demonstrated, within a non-production environment, to be corrected, access to the RVAPI will be suspended. Financial Institution will be responsible for all fees associated with access to the RVAPI during the suspension. If no correction is provided within the timeframe, access to the RVAPI will be terminated.