Terms & Conditions

REVERSEVISION SERVICE TERMS & CONDITIONS

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. “Closed Loan” shall mean a reverse mortgage loan transaction for which the Financial Institution used the RV Service in connection with that loan, and the closing date has passed without the loan being deleted, rejected or adversed.  For the avoidance of confusion, a loan shall be deemed a Closed Loan if Financial Institution has input data for the loan into the RV Service and thereafter the loan closes, even if such loan’s closing was not facilitated using the RV Service.

3. “Closed Loan Purchase” means a Closed Loan that has been purchased by a Financial Institution.

4. “Credentials” means the unique combination of a user ID and password needed to log into the RV Service.

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

6. “Government Regulator” means an auditor, regulator, contractor, or examiner of a federal, state or local governmental regulatory agency.

7. “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.

8. “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.

9. “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.

10. “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.

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

12. “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, including without limitation all network software and services of ReverseVision appropriate to accomplish the functions as described herein.

13. “Application/Disclosure Document Fee” means a fee that is applied to the (i) act of generating an application disclosure package whether utilized or printed, (ii) creating a new loan record and importing and/or entering any data into the newly created record for the purpose of a borrower applying for a loan, or (iii) transferring ownership of a closed loan by purchasing an existing closed loan from any third party.

 

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) Access to and use of the RV Service by Internal Users will require use of Credentials, which shall be assigned by Financial Institution.  The Credentials shall be registered within the RV Service by Financial Institution and assigned one or multiple roles within the RV Service.  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.

(c) 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.

(d) 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.(h) 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. Support; Retention of Data.

ReverseVision will provide technical support to Financial Institution as set forth in Exhibit B – “RV Service Support".  ReverseVision shall retain Customer’s data in the RV Service during the term of this Service Agreement for up to five (5) years at no additional charge to Customer.  If the term of this Service Agreement extends beyond such five-(5)-year period, then ReverseVision may charge storage fees for such Financial Institution data that is older than five (5) years, 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, except for such copies as are made with respect to backup of Financial Institution’s entire system. Financial Institution shall not access any such backup copies unless, during the term of the Service Agreement, such access is required to restore the client-installed software on the server or restore lost content.  Under no circumstances shall Financial Institution access such backup after expiration or termination of this Service Agreement.

(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, 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) Within the first three (3) business days of each month, Financial Institution shall report to ReverseVision all loans for which data has been entered but that have been subsequently rejected or adversed.  Financial Institution shall provide ReverseVision with information adequate to verify that the loan was not and will not close.  Upon receipt of such information, ReverseVision shall credit or reverse the charges for each such Closed Loan, provided that such credit or reversal shall not reduce the minimum monthly Closed Loan charge (if any) on the Sales Order or in any Addendum to this Service Agreement.

(c) 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 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.

(d) 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.

(e) 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 one (1) year from the Effective Date, and shall renew for additional one (1) year terms thereafter, unless either party terminates it by giving Notice not less than one (1) year in advance of the commencement of any renewal term.

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. Definition of a Billable Event.

Application/Disclosure Document Fees and Closing Document Fees will be incurred in connection with the creation of a Closed Loan. A Closed Loan is created when any of the following events occurs: 1) Financial Institution closes a loan in its name; 2) Financial Institution purchases a closed loan from another lender; or 3) Financial Institution originates and sends the loan to another lender to close.

2. Application/Disclosure Document Fees.

ReverseVision charges an Application/Disclosure Document fee.  This fee is charged for each Closed Loan, with the ability to lock in a lower price by committing to a minimum monthly volume on the Sales Order Form.

(a) If Financial Institution elects to commit to closing a minimum number of loans per month, pricing per Closed Loan may be lowered according to the Application/Disclosure Document Fee Pricing Matrix in the Sales Order.

(b) If Financial Institution closes fewer loans than the chosen monthly minimum loan volume commitment, Financial Institution will be obligated to pay the minimum monthly commitment amount.

(c) If the number of loans closed exceeds the minimum, each additional Closed Loan will be charged at the per loan Application/Disclosure Document fee that comprises Financial Institution’s chosen commitment tier.

2. No 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.

3. Closing Document Fees.

A Closing Document Fee billable event is defined as the creation of a closing document package for a loan that subsequently closes. ReverseVision charges a Closing Document Fee per Closed Loan. This fee is always charged to the lender in whose name the closing documents are created.

4. Changing Commitment Level.

Financial Institution may adjust its minimum commitment level one (1) time during the first twelve months following contract execution. After the first twelve months, Financial Institution is committed to its chosen commitment level for the entire renewal term. If Financial Institution elects to adjust its minimum commitment level, Financial Institution must provide written notice in the manner prescribed for giving Notices herein.

 

Exhibit B
RV Service Support

This Exhibit B to the Terms and Conditions for the RV Service sets forth the support services to be provided to Financial Institution by ReverseVision with respect to the RV Service.

Financial Institution shall appoint at least one but no more than two Internal Users to whom all other of the Financial Institution’s Internal Users shall address issues to ReverseVision related to the RV Service (“Support Representatives”) and shall notify ReverseVision of the identities of each Support Representative.

In the event that a Support Representative is unable to respond to the inquiry of an Internal User, then such Support Representative may contact ReverseVision for support assistance. ReverseVision shall have no obligation to respond to anyone other than a Support Representative with respect to support issues.

ReverseVision shall provide second tier support to assist Financial Institution in the resolution of problems encountered by its Internal Users related to how to use functions, standard installation of the Client Program, validation of computer specification and similar type and level of issues (“Support”). Support specifically excludes, without limitation, assistance with Internal User accounting or bookkeeping matters, mortgage banking advice or guidance, Input Errors, issues related to hardware, or issues related to any other software.

ReverseVision Support shall be available during standard weekday business hours in the Pacific Time Zone. Support shall be provided by telephone, email, web conference, web sites, bulletin boards or other electronic means. ReverseVision shall use commercially reasonable efforts to respond to requests from Financial Institution for support in a manner and time frame that are reasonable considering the nature and severity of the issue giving rise to such request.

 

REVERSEVISION SERVICE AGREEMENT ADDENDUM
RV DOC COMPOSER 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 Services

The “RV Doc Composer” is the ReverseVision system that is the subject matter of this Addendum.  The RV Doc Composer shall provide the Financial Institution with access to software and related technology that produces individualized reverse mortgage loan documents, including loan application and closing documents (the “Loan Documents”) upon Financial Institution’s submission of all applicable data for the designated type of reverse mortgage loan.

Notwithstanding anything expressed or implied in this Addendum or the Service Agreement, including, without limitation, that ReverseVision provides certain warranties regarding its document packages as described in Paragraph 11 of this Addendum, Financial Institution acknowledges and agrees that while ReverseVision provides document GENERATION TECHNOLOGY, it does not provide compliance services, nor does it provide any legal advice whatsoever or otherwise engage in the practice of law.

It is the Financial Institution’s sole responsibility to ensure that the document packages generated by the RV Doc Composer meet the Financial Institution’s compliance criteria and applicable regulatory requirements.

2. Delivery

ReverseVision, via the RV Doc Composer, shall deliver to Financial Institution the required, individualized Loan Documents (“Loan Document Order”) in accordance with the data supplied by Financial Institution for each document package, including only such documentation as required by the submitted data.  ReverseVision shall deliver all Loan Documents to Financial Institution in electronic form and as specified in each Loan Document Order by either (a) use of a ReverseVision-approved software; or (b) via a secure Internet delivery mechanism.

3. Ongoing Compliance

ReverseVision shall work to ensure the continued legal validity and sufficiency of all Loan Documents available in the RV Service, by using commercially reasonable efforts to promptly revise such Loan Documents as applicable law changes.  In further support of such compliance efforts, ReverseVision shall implement and maintain a compliance management system, commensurate with industry standards, which is designed to ensure that ReverseVision is aware of, and has a process for addressing, changes in applicable law, regulations, and Home Equity Conversion Mortgage (“HECM”) program requirements related to the RV Service.  ReverseVision will make available to the Financial Institution a periodically updated overview report by ReverseVision which shall contain information about the operations of its compliance management system, and shall indicate that, to the best of ReverseVision’s knowledge, all documents maintained by ReverseVision for Customer’s business comply with applicable laws, regulations, and HECM program requirements.

4. Exclusive Provider

The RV Doc Composer shall be subject to the exclusivity provisions set forth in the Service Agreement.

5. Data and Financial Institution Review

Financial Institution acknowledges that data conversion and data entry are subject to a likelihood of errors and that ReverseVision shall not be liable for any such errors that may occur in connection with Financial Institution’s use of the RV Doc Composer.  Financial Institution shall promptly and prior to closing, review all DELIVERED Loan Documents provided by the RV Doc Composer, and shall notify ReverseVision via e-mail or telephone within two (2) business hours of receipt as to any discrepancies or deficiencies contained therein. Financial Institution agrees to review its delivered Loan Documents on a loan-by-loan basis. Upon timely written notice, ReverseVision shall promptly make appropriate corrections and provide corrected Loan Documents to Financial Institution. Failure of any loan to close subsequent to delivery of a Loan Document package does not negate the obligation of Financial Institution to pay Loan Document generation fees.

It is the Financial Institution’s responsibility to determine whether a licensed attorney, or other applicable professional, is required to review the documents in any State where the Financial Institution transacts business.

6. Payment

Financial Institution shall pay all invoices in accordance with the payment terms set forth in the Service Agreement.

Should Financial Institution choose to have the document generation fee be paid for by the borrower out of closing, it must be understood that the Financial Institution is solely responsible for both ensuring that ReverseVision ultimately receives payment in a timely manner, and that this practice is not in violation of any federal, state or regional regulatory rules.

7. Document Administrators

Financial Institution shall appoint at least one but not more than two Internal Users to whom all other of the Financial Institution’s Internal Users shall address issues to ReverseVision related to RV Doc Composer (“Document Administrators”). Financial Institution shall notify ReverseVision of the identities of each Document Administrator. If Financial Institution requires change to RV Doc Composer, a request must be made on behalf of the Financial Institution by a designated Document Administrator.

8. Modifications and Customization Requests

Any RV Doc Composer change, when required by Financial Institution, may include software engineering, programming, and word processing.

A requested change to an existing feature of RV Doc Composer which (1) could apply to more than just the requesting Financial Institution and (2) which are inside the scope of ReverseVision’s standard practices and service offerings, would be considered a modification.

A requested change to RV Doc Composer where once the change is completed, the result is solely for Financial Institution’s use would be considered a customization and may be subject to a professional services fee. Modification requests that are outside the scope of ReverseVision’s standard practices and service offerings may also be subject to a professional services fee. Changes required to bring a proprietary loan product to market in the RV Service may also be subject to a professional services fee.

SHOULD A DOCUMENT ADMINISTRATOR ASK FOR MODIFICATION OR CUSTOMIZATION TO RV DOC COMPOSER, REVERSEVISION SHALL PERFORM SUCH MODIFICATION OR CUSTOMIZATION PER DOCUMENT ADMINISTRATOR’S DIRECTIONS; PROVIDED THAT IF SUCH MODIFICATION OR CUSTOMIZATION CAUSES ANY NON-COMPLIANCE ISSUE WITH THE APPLICABLE LOAN DOCUMENT, THEN: (I) FINANCIAL INSTITUTION SHALL BE LIABLE FOR ANY CLAIMS MADE AGAINST REVERSEVISION AND/OR DAMAGES SUFFERED BY REVERSEVISION RESULTING FROM SUCH MODIFICATION OR CUSTOMIZATION; (II) REVERSEVISION’S WARRANTIES SHALL NOT APPLY TO THE AFFECTED LOAN DOCUMENT(S).

Each Financial Institution has an allotment of ten (10) document support hours per month. All document requests coming from Financial Institution will count against the monthly document support allotment.

If Financial Institution exceeds its monthly allotment of document support hours, ReverseVision will continue to provide document support, but will invoice Financial Institution for all overage hours, rounded up to the nearest hour, at the current hourly rate for ReverseVision Professional Services. Unused document support time allotments will not accrue from month to month.

Requests must be submitted to support@reversevision.com and contain the official document name. If the question involves a loan, the identifying loan information should also be included. If the request is for a document template change, the request should include a Microsoft® Word® file containing the document language, along with the desired name of the document package to add the document to, and include the desired print criteria to cause the document to generate for users. There should only be one request per ticket. If there are multiple requests per ticket, RV will either separate the requests into multiple tickets (which will log time against monthly doc hours), or reply and ask that the submitter send in separate tickets.

9. Disclosure Pursuant to RESPA

Pursuant to Federal and State regulations, of which Financial Institution is solely responsible for following and complying, Financial Institution will not charge the borrowers, or any other of its customers receiving Loan Documents generated by the RV Doc Composer, more than the total amount of Application/Disclosure and Closing Document Fees charged to Financial Institution by ReverseVision. Financial Institution agrees to clearly and conspicuously disclose the amount charged on the HUD Settlement Statement (form HUD-1). Financial Institution further agrees that pursuant to RESPA Regulation X, any amount so charged to the borrower will not exceed the amount charged to Financial Institution by ReverseVision.

10. 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 Doc Composer 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.

11. Limited RV Doc Composer Warranty

ReverseVision warrants to Financial Institution, during the term of the Service Agreement, that, when the RV Doc Composer is used by Financial Institution in accordance with its documentation and as authorized by ReverseVision: (i) the form of the Loan Documents generated by the RV Doc Composer will be, in all material respects, accurate and complete and will comply in all material respects with the requirements of applicable law and regulations pertaining thereto; (ii) the Loan Document set generated by the RV Doc Composer will contain all documents that are legally required for a reverse mortgage in the applicable jurisdiction; and (iii) the data entered by Financial Institution will be accurately reproduced and placed in the applicable data fields within the RV Doc Composer.  The foregoing warranty does not apply to any Input Errors attributable to Financial Institution or any third party.

For any breach of the foregoing limited warranty, Financial Institution shall provide written notice thereof to ReverseVision, and ReverseVision shall promptly respond to Financial Institution and diligently work to cure such breach.  THIS WARRANTY SHALL BE SUBJECT TO THE WARRANTY DISCLAIMERS SET FORTH IN THE SERVICE AGREEMENT AND THIS ADDENDUM.  THIS WARRANTY SHALL NOT APPLY DURING ANY PERIOD WHERE THE FINANCIAL INSTITUTION IS DELINQUENT ON IT’S PAYMENTS DUE TO REVERSEVISION. Notwithstanding the foregoing, or anything expressed or implied in the Service Agreement and this Addendum, Financial Institution is solely responsible for the accuracy and completeness of the data supplied by Financial Institution (including, without limitation, Loan-Specific Information), and the foregoing limited warranty does not apply to such data. ReverseVision reserves the right to exclude from the foregoing warranty any document, in whole or in part, provided by the Financial Institution for inclusion and delivery by the RV Doc Composer.

12. Additional Warranty Disclaimer

IN ADDITION TO, AND WITHOUT LIMITING THE WARRANTY DISCLAIMERS IN THE SERVICE AGREEMENT, WHICH ARE ALL APPLICABLE TO THIS ADDENDUM IN THEIR ENTIRETY, IN CONNECTION WITH THE RV DOC COMPOSER, REVERSEVISION MAKES NO WARRANTIES REGARDING WHETHER THE LOAN DOCUMENTS ARE BEING USED IN AN APPROPRIATE MANNER.  NOTWITHSTANDING ANY WARRANTY OR REPRESENTATION IN THE SERVICE AGREEMENT, EXCEPT FOR THE LIMITED RV DOC COMPOSER WARRANTY SET FORTH ABOVE, REVERSEVISION HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND RESPONSIBILITY FOR THE LOAN DOCUMENTS PRODUCED UNDER THE RV DOC COMPOSER.

13. SPECIFIC LIMITATIONS OF LIABILITY

THE LIMITATIONS OF LIABILITY SET FORTH IN THE SERVICE AGREEMENT SHALL APPLY TO THIS ADDENDUM, EXCEPT THAT, REVERSEVISION’S LIABILITY UNDER THIS ADDENDUM, FOR ANY CAUSE OF ACTION RESULTING FROM THE RV DOC COMPOSER SERVICE, SHALL NOT EXCEED $50,000 PER CLOSED LOAN, WITH A LIMIT OF $5,000,000, IN THE AGGREGATE, FOR ALL CLAIMS MADE BY FINANCIAL INSTITUTION REGARDING THE RV DOC COMPOSER SERVICE. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT ENLARGE THE FOREGOING LIMITS.

14. Limitations and Obligations

Financial Institution agrees that it will not resell Loan Documents or provide document generation services for any third party recipient.  Financial Institution further agrees that it shall not disclose the terms of this Addendum, including the price per document, to any third party except (a) accountants or attorneys with a need to know to provide services to Financial Institution; (b) Financial Institution’s outside board members; or (c) any entity with an executed term sheet to purchase Financial Institution, provided that such entity has entered into a confidentiality agreement with respect to information obtained from Financial Institution in due diligence, which agreement would protect ReverseVision’s information, and provided further that the potential buyer is not a competitor of ReverseVision with respect to the generation of loan application and closing documents for reverse mortgages.

 

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.

(d) 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 DATABASE 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 Services

The “RV Database Service” is the ReverseVision service that is the subject matter of these terms and conditions.  The RV Database Service shall provide the Financial Institution with read-only access to a specified subset of data fields (“Loan Data”) associated with the loans the Financial Institution has loaded into ReverseVision’s software products.

2. Delivery

ReverseVision, via the RV Database Service, shall deliver to Financial Institution access via the Internet to a data server database containing the Loan Data. One set of account access credentials will be provided to establish a connection to the data server.

3. Performance Standard

ReverseVision shall provide the RV Database Service in accordance with applicable professional standards for the reverse mortgage loan industry. Loan Data will be updated to match the data entered by the Financial Institution into ReverseVision software product at least one time each day between the hours of 8 pm and 5 am Pacific Time. The Loan Data may be updated periodically throughout the day.

4. Exclusive Provider

The RV Database Service shall be subject to the exclusivity provisions in the Service Agreement.

5. Data and Financial Institution Review

Financial Institution acknowledges that data conversion and data entry are subject to a likelihood of errors and that ReverseVision shall not be liable for any such errors that may occur in connection with Financial Institution’s use of the RV Database Service.

6. Payment

Financial Institution shall pay all invoices in accordance with the payment terms set forth in the Service Agreement.

7. 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 Database Service are and shall be the sole and exclusive property of ReverseVision, 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.

8. Additional Limitations and Obligations

Financial Institution agrees that it will not resell Loan Data or provide access to the RV Database Service for any third-party recipient without first obtaining the express written consent of ReverseVision.  Financial Institution further agrees that it shall not disclose the terms of this Addendum, including the associated fees, to any third party except (a) accountants or attorneys with a need to know to provide services to Financial Institution; (b) Financial Institution’s outside board members; or (c) any entity with an executed term sheet to purchase Financial Institution, provided that such entity has entered into a confidentiality agreement with respect to information obtained from Financial Institution in due diligence, which agreement would protect ReverseVision’s information and that the potential buyer is not a competitor of ReverseVision with respect to the generation of a loan application or closing documents for reverse mortgages.

 

REVERSEVISION SERVICE AGREEMENT ADDENDUM
RV BRIDGE 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 Services

The “RV Bridge Service” is the ReverseVision service that is the subject matter of these terms and conditions.  The RV Bridge Service shall provide the Financial Institution with the ability to create and update loan records in Ellie Mae® Encompass® software.

2. Delivery

ReverseVision, via the RV Bridge Service, shall deliver to Financial Institution software code that is resident on a computer designated by the Financial Institution.  The RV Bridge Service will be delivered to Financial Institution via a download only.  No compact disk (CD) or other method of delivery will be provided.  ReverseVision will provide installation and training to the Financial Institution for the RV Bridge Service.  Installation may be performed in person or remotely via telephone and web conference.

3. Performance Standard

ReverseVision shall provide the RV Bridge Service in accordance with applicable professional standards for the reverse mortgage loan industry.

4. Exclusive Provider

The RV Bridge Service shall be subject to the exclusivity provisions in the Service Agreement.

5. Data and Financial Institution Review

Financial Institution acknowledges that data conversion and data entry are subject to a likelihood of errors and that ReverseVision shall not be liable for any such errors that may occur in connection with Financial Institution’s use of the RV Bridge Service.

6. Payment

Financial Institution shall pay all invoices in accordance with the payment terms set forth in the Service Agreement.

7. 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 Bridge Service 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.

8. Prerequisite Software

The RV Bridge Service requires the Financial Institution to license and maintain the RV Database Service in order to connect to ReverseVision.

The RV Bridge Service also requires the Ellie Mae® Encompass® software and the Ellie Mae® Encompass® SDK (collectively the Ellie Mae® Products). It is the Financial Institution’s responsibility to obtain and maintain the Ellie Mae® Products in order to use the RV Bridge Service.  If Ellie Mae® changes their business model for the Ellie Mae® Products, then ReverseVision reserves the right to change the terms of this Addendum or discontinue support for the RV Bridge Service.

9. Ellie Mae® Program Version

The RV Bridge Service will be maintained by ReverseVision to function with the most current release of Ellie Mae® Products.  If the RV Bridge Service using the Encompass® SDK does not work properly with future Ellie Mae® product releases, modifications to the RV Bridge Service may be required.  If the Financial Institution is current on the RV Bridge Service annual maintenance fee, changes related to future Ellie Mae® product releases will be provided at no cost.  If the RV Bridge Service annual maintenance fee is not paid up to date, then changes may be requested as part of a Professional Services engagement (which will be priced on a time and materials basis).

10. Additional Limitations and Obligations

Financial Institution shall be solely responsible for the final testing of the RV Bridge Service.  ReverseVision shall have no responsibility for any Financial Institution Encompass® data.   ReverseVision shall have no responsibility for any compliance issues related to the RV Bridge Service.





REVERSEVISION SERVICE AGREEMENT ADDENDUM
WHOLESALE CHANNEL PLATFORM

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. Definitions

Customer” means any third party (including its W-2 employees, if any, but no other person or entity) which is all of the following: (i) in the business of offering reverse mortgages to potential borrowers but is not designated as the lender on the loan documents or services used in the reverse mortgage market; and (ii) has all offices and employees in the United States; and (iii) is undertaking business with Financial Institution related to reverse mortgages; and (iv) is using the RV Service through Financial Institution and in accordance with the terms of a Subordinated Use Agreement or substitute agreement as permitted by Section 2(a) of this addendum.

2. Access to the RV Service by Customers

(a) Financial Institution may authorize its Customers to Access and use the RV Service, after having any such Customer execute an agreement which sets forth, in substance, the terms in the sample “Subordinated Use Agreement” attached as Exhibit A hereto and returned an executed copy of such agreement to ReverseVision.  Financial Institution may use its own form or agreement as long as it provides at minimum the protections to ReverseVision as set forth in the sample Subordinated Use Agreement.

(b) Financial Institution shall not permit any Customer to access the RV Service until it has executed the Subordinated Use Agreement (or substitute agreement as permitted by Section 2(a) of this addendum), as well as all of Financial Institution’s standard agreements for its Customers (as is applicable to each type of Customer) to engage in mortgage broker or similar activities.

(c) ReverseVision may require, at any time and in its sole discretion, that the terms in any Subordinated Use Agreement (or substitute agreement as permitted by Section 2(a) of this addendum) which Financial Institution executes with its Customers be amended to include new or different terms.  In the event that an amendment is required, ReverseVision shall provide the amendment to Financial Institution, which shall distribute it to its Customers within ten (10) business days.  All such amendments must become effective thirty (30) days after the date of the notice unless a later date is specified on the notice.

(d) Access to and use of the RV Service by Customers will require use of Credentials, which shall be assigned by Financial Institution or Customer, as determined by Financial Institution.

(e) Customers may close a maximum of four (4) loans per calendar year per Financial Institution without incurring an additional fee. If a Customer closes more than four (4) loans in a calendar year through the Financial Institution, then the Financial Institution shall be charged $1,200 per closed loan for each loan in excess of four (4).

(f) Upon termination of the Subordinated Use Agreement (or substitute agreement as permitted by Section 2(a) of this addendum) with any Customer, Financial Institution shall immediately access the RV Service to deactivate the Credentials and undertake any other necessary actions to prevent such Customer from being able to access the RV Service.

3. Financial Institution’s Obligations Related to Subordinated Use Agreement

(a) Financial Institution will use the RV Service to close all reverse mortgages that have been submitted by Customer to the Financial Institution for closing.

(b) Financial Institution shall provide first tier support to its  Customer Users with respect to their use of the RV Service, including without limitation any assistance needed with installation of the Program Client and accessing the RV Service.  In clarification but not limitation of the foregoing, ReverseVision is not obligated to provide any first-tier support to Customer Users.  ReverseVision may, at its option, contact  Customer Users to provide support directly if ReverseVision deems this to be a more appropriate solution to a specific problem being encountered by such  Customer User, as applicable.

(c) Financial Institution shall terminate any Subordinated Use Agreement (or substitute agreement as permitted by Section 2(a) of this addendum) entered into between Financial Institution and a Customer in the event that ReverseVision determines, in its sole discretion, to terminate such an agreement. ReverseVision need not give prior notice nor demonstrate any specific cause for the termination.  ReverseVision will give Financial Institution ten (10) business days’ notice prior to the date termination must occur.  Upon receipt of such notice Financial Institution shall promptly take steps to ensure termination of the applicable Subordinated Use Agreement (or substitute agreement as permitted by Section 2(a) of this addendum) by the date specified in the notice.

4. Responsibility for Use of Data and Reverse Mortgages

All mortgages granted or brokered by or through Financial Institution (including through a Customer) are undertaken by, through, or at the direction of Financial Institution, and are solely between Financial Institution and its customer, or Customer and its customer, respectively.  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 or its Customers to their respective customers or act as an agent for Financial Institution, Customers 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 or its Customers 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, Customer and/or 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 and its Customers. 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.

5. Ownership and Proprietary Rights

To the extent that either ReverseVision or Financial Institution believes that any person who has been issued Credentials by Financial Institution or through Financial Institution by a Customer (regardless of whether such person currently has valid Credentials then in effect) 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.

6. Payments Related to Customers

(a) Financial Institution may charge its Customers a fee for Access to and use of the RV Service, provided that if such a fee is greater than any Fee as set forth in the Sales Order, then Financial Institution shall pay an additional fee as set forth in the Sales Order.  No additional payment shall be due to ReverseVision under this paragraph 6(a) in the event Financial Institution makes no charges to its Customers or the charges are equal to or less than all Fees charged to the Financial Institution.

(b) 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 to Customer.  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.

7. Termination

All Subordinated Use Agreements (or substitute agreements as permitted by Section 2(a) of this addendum) with Customers shall terminate simultaneously with the Financial Institution’s Service Termination Date.  Financial Institution shall promptly notify all Customers as to the date when the RV Service shall no longer be available to them via the subject Financial Institution.

8. Limit of Liability

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 Customer Users or Customers; (ii) any failure of Internal Customer Users or Customers to use the RV Service in accordance with the documentation; (iii) any failure of  Customer Users or Customers 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 telecommunications service, Internet connection, Internet service provider or any other third-party provider related to Financial Institution’s or Customer’s Access to or use of the RV Service; (vi) any hardware or peripherals; (vii) any technical problems incurred with respect to use of the RV Service; or (viii) 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.

9. 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) access and use by any person using a user ID assigned to a Customer; or (b) any dispute between Financial Institution and a Customer, 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.

IN WITNESS WHEREOF, each party has caused this Addendum to be duly executed by its authorized representative.

Approved by [Financial Institution Name]:     Approved by ReverseVision:
Signature Signature
Printed Name Printed Name
Title Title
Date Date


Exhibit A

This Exhibit A to the Wholesale Channel Platform Addendum for the RV Service sets forth the agreement the Financial Institution shall have the Customer execute to authorize its Customers to Access and use the RV Service.

LOAN ORIGINATION SERVICE
SUBORDINATED USE AGREEMENT



This Loan Origination Service Subordinated Use Agreement (this “Subordinated Use Agreement”) is entered on __________________, 20___, by and between ____________________________________, a _________________________________ corporation (“Financial Institution”) and __________________________________, a _________________________ corporation (“Customer”), and sets forth the terms under which Financial Institution offers access to and use of ReverseVision’s Loan Origination Service (the “RV Service”) to Customer.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, the parties hereto agree as follows:

1. Definitions

As used in this Subordinated Customer Use Agreement the following terms shall have the definitions set forth in this Section:

(a) “RV Service” means:  (i) ReverseVision’s proprietary software, as specified in the Financial Institution’s 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, including without limitation all network software and services of ReverseVision appropriate to accomplish the functions as described herein.

(b) 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, and any and all other intellectual property rights.

(c) “Program Client” means the portion of the RV Service which consists of software code that is resident on a Customer User’s computer.

(d)  “Customer User” shall mean each and every person who is assigned Credentials by the Financial Institution at the request of Customer or by Customer under rights granted to it by Financial Institution.  Customer Users may be (i) employees of Customer, or (ii) contractors providing services to Customer, or (iii) Government Regulators.

(e) “Closer”shall mean any W-2 employee of Financial Institution who has been granted closing rights within the user permissions in the RV Service. The Closer draws closing documents and closes the loan. Only employees of Financial Institution may have closing rights.

2. Rights to Use

(a) Provided that Customer has accepted the terms of this Subordinated Use Agreement (as it may be amended from time to time) and accepted all other documents required by Financial Institution to undertake loan origination with Financial Institution, Financial Institution grants to Customer and Customer accepts, a nonexclusive, nontransferable right for its Customer Users within the fifty (50) United States of America and Puerto Rico and US Virgin Islands, to access and use the RV Service to:  (i) enter data into the RV Service; (ii) request that the RV Service generate reports; (iii) download and store the generated reports, provided that storage of any report shall not be for longer than one year; and (iv) provide the reports so-generated to third parties as permitted in this Service Agreement.  Subject to the terms of this Subordinated Use Agreement, the RV Service may be accessed from any computer and used only in strict compliance with the terms set forth below.

Financial Institution further grants to Customer and Customer accepts, a nonexclusive, nontransferable right to access and use the RV Service within the fifty (50) United States of America and Puerto Rico and US Virgin Islands to:  (v) create user IDs for Customer Users and the linked passwords for such IDs and access rights provided that no user is allowed to be a Closer; (vi) deauthorize, deactivate or change any Customer User previously authorized to access the RV Service; and (vii) input, modify and delete other necessary information to allow Customer Users to use the RV Service as set forth herein.  Customer is solely responsible for setting, ensuring the accuracy of, monitoring, maintaining and changing as needed all such user IDs and passwords.

(b) From time to time additional, modified, different or replacement code, software or documentation may be provided as part of the RV Service.  Customer agrees for itself and its Customer Users that it and they are bound by the terms of this Subordinated Use 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.

(c) Access to and use of the RV Service by Customer’s User will require use of a user ID and password, which shall be provided to it by Financial Institution. Financial Institution may also grant administrative right to one or multiple of Customer's Users who then can provide user ID and password to other Customer’s Users in accordance with the terms herein.  Customer is responsible for safeguarding the user IDs and passwords, and shall keep them secure from unauthorized use.  Upon termination of the employment of any Customer User who has been provided with a user ID and password or any other termination by Customer of the Customer User’s right to use the RV Service, Customer shall ensure deletion of the Program Client from such Customer User’s computer(s), promptly notify Financial Institution to delete the user ID and password for such Customer User, and otherwise prevent that person from having access to the RV Service.  Customer shall notify Financial Institution promptly of any possible or actual unauthorized use of the RV Service.  Customer shall be responsible for safeguarding the user IDs and passwords provided to it by Financial Institution from any misuse or abuse.

(d) Each Customer User is permitted to download and install the Program Client on no more than three (3) computers owned and controlled by the Customer or the Customer User, provided that such installation shall be solely for the purpose of displaying and using the Program Client in connection with use of the RV Service under the terms of this Subordinated Use Agreement.  Financial Institution and the owner of the RV Service shall have the right to monitor the Program Client installed on any computer and to require its deletion at any time.  The Program Client may be moved from one computer to another provided that it is deleted from the first computer before installation on the latter if the subsequent installation would result in more than three (3) permitted installations.  Notwithstanding the foregoing, no Customer User may use the Program Client on more than one computer at a time.

(e) Customer and each of its Customer Users shall use the RV Service, including without limitation the Program Client, in the form it is provided by Financial Institution and shall not modify, alter, enhance it in any way.

(f) Customer and Customer’s Users shall maintain all copies of the Program Client with the same level of security and confidentiality as Customer 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.  Notwithstanding the foregoing, Customer shall maintain all copies of the Program Client at the level of security that is not less than that which it is required to maintain any other software provided to it by Financial Institution.

3. Restricted Activities

(a) Customer shall not permit any person to access or use the RV Service unless such access and use is in accordance with the terms of this Subordinated Use Agreement.

(b) Neither Customer nor any Customer 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.  Customer 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.

(c) Customer and its Customer Users may use the RV Service only with respect to reverse mortgages for which Financial Institution, or another financial institution that is approved by ReverseVision, shall be the ultimate source of the loan funds (directly or indirectly) for the borrower if a reverse mortgage is taken. Neither Customer nor its Customer Users may use the RV Service for any other purpose, including without limitation to provide commercial service bureau functions or other data management services to third parties.  Without limiting the foregoing, in the event any Customer User works with reverse mortgages with any other entity in addition to Financial Institution, such Customer User shall not use the RV Service with respect to such other entity and Customer shall advise all Customer Users of this restriction.

(d) Neither Customer nor any Customer 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 Subordinated Use Agreement.  For the avoidance of confusion, dissemination of reports to the following persons shall be deemed as being for the internal purposes of Customer:  (i) persons who are contemplating taking a loan (directly or indirectly) from Financial Institution; 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.  Under no circumstances may the reports be provided to another financial institution to use in closing a loan.

(e) Neither Customer nor any Customer User shall:  (i) modify or alter 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) in the RV Service; (iii) publish, display or publicly perform the RV Service; (iv) use the RV Service, including the ASP versions thereof, for any purpose other than as expressly authorized under this Subordinated Use Agreement; (v) copy or otherwise reproduce the RV Service, or any portion thereof, including without limitation the Program Client; (vi) copy, modify or translate any of the screens; (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 it in any way; or (viii) reverse engineer, reverse compile, decompile, disassemble or otherwise attempt to derive the source code for the RV Service or for any other reason or purpose.

(f) Customer 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 itself and any of its Customer Users, the communication means by which Customer Users connect via computers and other equipment to access the RV Service, and the transactions executed using the RV Service.  Without limiting the foregoing, Customer shall not permit use of the RV Service for any purpose or to assist in the undertaking of any mortgage transaction which is prohibited under the applicable laws of any government or the orders of any court.

(g) Customer shall not permit any person to Access or use the RV Service unless such use is in accordance with the terms of this Subordinated Use Agreement.  Customer represents and warrants that all Customer 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 Subordinated Use Agreement.

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

(i) Neither Customer nor any of its Customer Users may export any part of the RV Service, including without limitation the Program Client, from the United States.  Further, Customer shall ensure that no Customer 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.

(j) Any rights not specifically and explicitly granted to Customer are reserved to the owner of the RV Service and the RV Service.

(k) Customer may not use the RV Service to draw closing docs or close the loan. Drawing closing documents and closing the loan will have to be performed by Financial Institution for all reverse mortgages that close and have previously been entered into the RV Service.

4. Responsibility for Use of Data and Reverse Mortgages.

(a) The data, calculations, text services and reports generated through the RV Service are believed to be reliable, but Customer is ultimately and solely responsible for its and its Customer Users 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, Customer and its Customer Users must check and validate the output to ensure that it is accurate, up-to-date and in the format required by law or regulation.  Customer and its Customer Users agree that they bear the risk of failure or inaccuracy in the performance of the RV Service.  Customer acknowledges that its Customer Users’ use of the RV Service to evaluate, to originate and to process, or to otherwise undertake reverse mortgage-related opportunities will be based on data and economic assumptions supplied by Customer, which assumptions may prove to be inaccurate.

(b) All mortgages granted or brokered by or through Customer are undertaken by, through or at the direction of Customer, and are solely between Financial Institution, Customer and its borrower.  The owner of the RV Service and the RV Service does not solicit potential mortgagees, give investment advice, advocate the purchase or sale or any mortgage or similar financial product, or control the offers provided by Financial Institution or Customers to any potential borrower, nor does it act as an agent for Financial Institution, Customer, potential borrowers or any other user of the RV Service.  Thus Customer acknowledges on behalf of itself and its Customer Users that the owner of the RV Service and the RV Service is not: (i) a party to any mortgage transaction undertaken by Customer that is in any way related to information or reports obtained using the RV Service or (ii) engaged in the business of dealing in or funding mortgages; by providing the RV Service through Financial Institution it does not become a party to any mortgage transaction undertaken between Financial Institution, Customer and/or any third party.  The owner of the RV Service and the RV Service 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 the owner of the RV Service and the RV Service to Financial Institution pursuant to the terms of its Service Agreement with Financial Institution nor the provision of the RV Service to Customer at the request of Financial Institution shall give rise to any fiduciary or equitable duty or obligation on the part of the owner of the RV Service and the RV Service, including but without limitation any trust relationship.

5. Ownership and Proprietary Rights.

(a) Customer and its Customer Users acknowledge that the RV Service is a proprietary product in which none of them hold any interest apart from the limited use rights granted to or through Customer by this Subordinated Use Agreement.  Without limiting the foregoing, the copyright in all  materials provided to Customer and its Customer Users in connection with its use of the RV Service, including without limitation the RV Service and its 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 the owner of the RV Service and the RV Service.  Customer 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 the owner of the RV Service and the RV Service.  Customer and its Customer Users acknowledge that the owner of the RV Service and the ASP retains all right, title and interest in and to all Intellectual Property Rights.  Customer and its Customer Users shall take all reasonable measures necessary to protect and preserve all of the Intellectual Property Rights of the owner of the RV Service and the RV Service, and to prevent any unauthorized person from having access to or use of the RV Service.  By entering into this Subordinated Use Agreement, Customer does not become the owner of the RV Service or Intellectual Property Rights appurtenant thereto.

(b) Without limiting the foregoing, Customer acknowledges that the RV Service, including without limitation the Program Client, and any copies thereof, regardless of the form or media, is the sole and exclusive property of the owner of the RV Service and the RV Service.

(c) To the extent that Financial Institution or Customer believes that any person who has been issued a user ID by Financial Institution at the request of Customer or by Customer (regardless of whether such person currently has a valid user ID then in effect) or who is employed by or under the control of Customer is infringing on the Intellectual Property Rights of the owner of the RV Service and the RV Service, Customer shall assist the owner of the RV Service and the RV Service in all ways reasonably requested by it to halt the infringement and if deemed appropriate by the owner of the RV Service and the RV Service to attempt to recover damages from the infringer.

(d) Neither Customer nor any of its Customer Users shall make any copy of the RV Service, including the Program Client, except for such copies as are made with respect to backup of Customer’s entire system.  Neither Customer nor any Customer User shall thereafter access any such backup copies except during the term of the Subordinated Use Agreement, and then only as is required to restore the Program Client on the server or restore lost content.  Under no circumstances shall Customer or any Customer User access such backup after expiration of termination of this Subordinated Use Agreement.

(e) Neither Customer nor any of its Customer Users shall remove any notices or disclaimers of copyright, trademark, patent or other rights from the RV Service or any reports created by it.

(f) Customer agrees the owner of the RV Service shall have the right to collect, use and analyze raw data submitted by Customer or its Customer Users into the RV Service for the purposes of technical support, maintenance, product improvement or such other uses as the owner of the RV Service deems reasonable, provided that in no event shall it publish or otherwise allow access to the data by third parties unless the data is provided in a manner where Customer or any of its Customer Users cannot be individually identified.

6. Regulatory Compliance.

(a) Customer hereby covenants and agrees for the benefit of Financial Institution and the owner of the RV Service that Customer and its Customer Users shall comply with the Graham-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 or received through the RV Service.  Neither Customer nor any of its Customer Users shall take any action in connection with its or its Customer Users’ use of the RV Service which could be reasonably expected to subject the owner of the RV Service to any regulatory, reporting, record-keeping, notice or filing requirements under the laws of the United States, any of the states of the United States.  Customer 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) Customer shall not use the reports or other output of the RV Service for any purpose prohibited by any applicable law or regulation.

7. Continuity of Service.

There is no guarantee that the RV Service will be available at any given time or for any fixed percentage of time.

8. No Warranty; Disclaimer.

THE RV SERVICE, INCLUDING WITHOUT LIMITATION THE RV SERVICE, IS PROVIDED TO CUSTOMER AND ITS USERS 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, NEITHER FINANCIAL INSTITUTION NOR THE OWNER OF THE RV SERVICE AND THE RV SERVICE 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 CUSTOMER'S OR ITS USERS’ REQUIREMENTS OR BUSINESS OBJECTIVES OR THAT THE OPERATION OF THE RV SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.  CUSTOMER 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.

9. Limit of Liability.

(a) Customer and its Customer Users are solely responsible for their 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 Customer.  Neither Financial Institution nor the owner of the RV Service shall have any liability, obligation or responsibility for any failure, delay in performance, default or breach by any customer of Customer or its Customer Users or for any actions taken or not taken by other third parties such as insurers or regulators with respect to Customer or its Customer Users.

(b) Neither Financial Institution nor the owner of the RV Service and the RV Service shall have liability of any type, nature or amount related to Customer’s or its Customer Users’ access to or use of the RV Service, including without limitation the RV Service.

(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 the hosting site is managed by Microsoft Windows security (or its successors).  Customer and its Customer Users are solely responsible for correctly implementing the security process.  Neither Financial Institution nor the owner of the RV Service shall have any responsibility for the implementation of security and neither shall have any liability to Customer or its Customer Users with respect to any problems in the security of this data.

(d) Without limiting the foregoing, neither Financial Institution or the owner of the RV Service and RV Service shall have any liability related to:  (i) any problem, error or malfunction resulting from data entry or other errors on the part of Customer or any Customer User; (ii) any failure of Customer or any Customer User to use the RV Service in accordance with its documentation; (iii) any failure of Customer or any Customer User 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 the owner of the RV Service (or as directed by the owner); (v) the performance or failure of any third party software, telecommunications service, Internet connection, Internet service provider or any other third-party provider related to Customer’s or its Customer Users’ 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, NEITHER FINANCIAL INSTITUTION NOR THE OWNER OF THE RV SERVICE AND RV SERVICE SHALL BE LIABLE TO CUSTOMER 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 SUBORDINATED USE AGREEMENT (HOWEVER ARISING, WHETHER FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER IN TORT OR CONTRACT, EQUITY OR LAW) EVEN IF EITHER OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

(f) Customer understands that in the event an infringement claim is made with respect to the RV Service that it may be terminated and, should this occur, neither Customer nor any of its Customer Users shall have a claim of any type or nature against Financial Institution or the owner of the RV Service or the RV Service.

(g) IN NO EVENT SHALL THE OWNER OF THE RV SERVICE OR THE RV SERVICE OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR REPRESENTATIVES HAVE ANY LIABILITY TO CUSTOMER OR ITS USERS, INCLUDING WITHOUT LIMITATION FOR ANY DIRECT DAMAGES.

(h) Without limiting any of the foregoing, Customer hereby extends to the owner of the RV Service or the RV Service any and all limitations of warranty and/or liability it extends to Financial Institution under Customer’s agreements with Financial Institution to the extent that such agreements relate in any way to Customer’s use of the RV Service.

(i) In the event Customer or any of its Customer Users has a dispute with Financial Institution or among or between themselves, Customer and each of its Customer Users releases the owner of the RV Service or the RV Service from and against all claims, demands and damages (actual and consequential) of every nature and kind, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.  This release is intended to waive any rights under statues which provide that a general release does not extend to claims which the creditor does not know or suspect exist in its favor at the time of executing the release, which if known by the creditor may have materially affected settlement with the debtor.

(j) THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SERVICE AGREEMENT SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

10. Indemnification.

(a) Customer agrees to indemnify and hold Financial Institution and  the owner of the RV Service or the RV Service harmless from any costs, losses, liabilities, obligations, claims, suits or damages, including reasonable attorneys’ fees and expenses incurred in investigating, defending or appealing, directly or indirectly arising out of or related to:  (i) any breach by Customer or any of its Customer Users of or failure of Customer or any of its Customer Users to carry out its obligations under this Subordinated Use Agreement; (ii) any action brought against Financial Institution or any Customer User based on Customer’s or any Customer Users’ Access to or use of the RV Service, (iii) Access and use by any person using a user ID assigned to Customer and its Customer Users, whether by Financial Institution or Customer.

(b) Customer agrees to indemnify and hold  the owner of the RV Service or the RV Service harmless from any costs, losses, liabilities, obligations, claims, suits or damages, including reasonable attorneys’ fees and expenses incurred in investigating, defending or appealing, directly or indirectly arising out of or related to any dispute between any combination of Customer, Financial Institution and the Customer Users in which the owner of the RV Service or the RV Service is made a party, whether formally or informally, including any costs related in any way to discovery requests or testimony of its personnel.

11. Termination of Use.

Customer, Financial Institution or the owner of the RV Service or the RV Service, may each or any of them terminate Customer’s and any or all of its Customer Users’ Access to and right to use the RV Service at any time, without any prior notice and with or without any specific cause.  Termination by other than Customer may be effectuated by having the user IDs made ineffective or in any other appropriate manner, determined in the sole discretion of the party terminating Access.  Upon termination of Customer, Customer shall promptly destroy all user IDs and passwords and remove the downloaded software related to the RV Service from its computers.  All limits of liability, indemnification, ownership, dispute resolution and other terms which would reasonably be expected to survive termination of this Service Agreement shall continue after its termination.

12. Communications.

Customer shall notify Financial Institution of one user ID which is designated by Customer as the person to receive all communications about updates to the RV Service, as well as any amendments to this Subordinated Use Agreement.  The holder of that user ID shall be responsible for disseminating information received to the applicable persons within the Customer’s organization.

13. 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 Subordinated Use Agreement.  In such event the parties shall diligently cooperate to amend this Subordinated Use 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.

14. Binding Agreement.

This Subordinated Use Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns to the extent these terms relate to them.

15. Assignment.

This Subordinated Use Agreement and any rights and obligations pursuant hereto shall not be assignable by Customer without the prior written consent of the Financial Institution, which consent may be withheld without any reason.

16. Third Party Beneficiaries.

The owner of the RV Service and the RV Service is a third party beneficiary of this Subordinated Use Agreement, and accordingly may enforce the terms hereof as if it were a party hereto, and to otherwise receive the benefits afforded to it hereunder.

17. Amendments.

This Subordinated Use Agreement may be amended by Financial Institution providing Customer with a written amendment, which amendment shall specify the intent to amend and the section(s) to be amended.  Any such amendment shall be effective on the date specified, which dates shall not be less than fifteen (15) days after its receipt.  Accessing the RV Service after the effective date of the amendment by any persons using a user ID assigned to Customer shall constitute acceptance of the amendment by Customer, just as if Customer had otherwise made a formal written acceptance.

18. Governing Law.

This Subordinated Customer User Agreement shall be governed by and construed in accordance with the laws of the State where Financial Institution’s headquarters are located.

19. Entire Agreement.

This Subordinated Use Agreement, together with any agreements specifically referenced herein, represent the complete agreement concerning access to and use of the RV Service by Customer.



IN WITNESS WHEREOF, each party has caused this Subordinated Use Agreement to be duly executed by its authorized representative as of the Effective Date identified above.

 
Approved by Customer:   Approved by Financial Institution:
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