ALLREGS ONLINE SERVICE AGREEMENT
This Agreement (the "Agreement") governs your use of the AllRegs Online information service (the "Service") which is operated by Ellie Mae, Inc., a Delaware corporation, which operates the AllRegs brand ("Ellie Mae") covering the Single Family Lending Package, Multifamily Lending Package, State Compliance, Report Builder, OurLibrary, InvestorLibrary, Investor Access and Mortgage Mentor™ products.
Please read the Agreement carefully. By using the Service, you are agreeing to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement and so notify Ellie Mae in writing within thirty (30) days of the start of your subscription, your subscription fee will be refunded.
Ellie Mae reserves the right, in its discretion, to change or modify all or any part of this Agreement at any time, effective immediately upon notice published on the Service. Your continued use of the Service constitutes your acceptance of these terms and conditions, including any changes or modifications made by Ellie Mae as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should provide Ellie Mae with notice in accordance with section 5 of this Agreement and immediately cease all use of the Service.
1. SCOPE OF SUBSCRIPTION
For Site-based Subscriptions: A Site subscription grants you access to the Service for an unlimited number of employees whose primary office is located at the one, and only one, unique street address or individual building ("Covered Site") for which you have purchased a subscription, or for which a subscription has been purchased on your behalf, for the term of your subscription, to be renewed annually. An employee may occasionally access the Service from a remote location, provided that they work and office primarily from the Covered Site. You agree not to allow access to the Service or permit others to access the Service under any other circumstances from any location other than a Covered Site. You agree that each employee accessing the Service will register under a unique user name and password, unless Ellie Mae agrees otherwise. You agree not to allow access to the Service as part of a service bureau, rental arrangement, or for any similar purpose except as hereinbefore agreed.
For Enterprise Subscriptions: An Enterprise subscription grants you access to the Service for an unlimited number of employees of the Enterprise listed on the AllRegs Enterprise Subscription Form ("Covered Enterprise") for which you have purchased a subscription, or for which a subscription has been purchased on your behalf, for the term of your subscription to be renewed annually. You agree not to allow access to the Service other than by employees of the Covered Enterprise. You agree that each employee accessing the Service will register under a unique user name and password, unless Ellie Mae agrees otherwise. You agree not to allow access to the Service as part of a service bureau, rental arrangement, or for any similar purpose.
2. USE OF CONTENT AND THE SERVICE
You acknowledge that the Service contains information, software, graphics, links and other material (collectively, the "Content") that are protected by copyright, trademark or other proprietary rights of Ellie Mae or third parties. All Content on the Service is copyrighted as a collective work of Ellie Mae pursuant to applicable copyright law. You agree to comply with any additional copyright notices, information, or restrictions contained in any Content available on or accessed through the Service. You agree not to use the Service for any purpose other than as a general reference and research tool.
You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in this Agreement. You may download or copy the Content only for your own personal reference and research use, provided that you maintain all copyright, trademark or other proprietary rights of Ellie Mae and other notices contained in such Content. You shall not store electronically any significant portion of any Content. Except as expressly permitted by the copyright laws, no copying, storage, redistribution or publication of any Content is permitted without the express permission of Ellie Mae or the owners of such Content or their authorized persons, if other than Ellie Mae.
The Service may contain links to sites on the Internet which are owned and operated by third parties (the "External Sites"). You acknowledge that Ellie Mae is not responsible for the availability of, or the content located on or through, any External Site. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or the content located on such External Sites.
3. TRANSFER OF SUBSCRIPTION
You agree not to transfer your subscription to the Service without the prior written consent of Ellie Mae, which consent shall not be unreasonably withheld.
4. SUBSCRIPTION RENEWAL
Your subscription will renew automatically annually, unless Ellie Mae terminates your subscription or you notify Ellie Mae in writing of your decision to terminate your subscription within thirty (30) days of the start of the new subscription.
You may terminate this Agreement within thirty (30) days of the start of your subscription and receive a refund of your subscription fee. To receive a refund, you must send a written request to Ellie Mae. You may also terminate this Agreement at any time without receiving a refund of your subscription fee by notifying Ellie Mae that you wish to do so. Ellie Mae may terminate your access to the Service in accordance with Section 4 prior to any annual renewal or if, in its opinion, your use of the Service violates any laws, infringes upon another person’s rights, or violates any of the terms of this Agreement, including non-payment of initial subscription fees or renewal subscription fees. Ellie Mae may also refuse to grant you a user name that Ellie Mae deems to impersonate someone else, is protected by trademark or other proprietary right law, or is vulgar or otherwise offensive. Upon termination, all Agreements between you and Ellie Mae are terminated, and you agree to cease all use of the Service.
6. DISCLAIMER OF WARRANTIES
NEITHER ELLIE MAE NOR ANY PROVIDER OF THIRD PARTY CONTENT OR THEIR RESPECTIVE AGENTS WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES ELLIE MAE, ANY THIRD PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE OR THE CONTENT. THE SERVICE AND THE CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. NONE OF ELLIE MAE, THIRD PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE, ANY CONTENT OR ANY PRODUCTS OR SERVICES SOLD THROUGH THE SERVICE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU. SOME STATES DO NOT ALLOW LIMITS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
7. LIMITATION OF LIABILITY
NEITHER ELLIE MAE, ANY THIRD PARTY CONTENT PROVIDER NOR THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ELLIE MAE IS SPECIFICALLY NOT LIABLE FOR ANY DAMAGES IF YOU PREPARE AN APPRAISAL OR IF YOU ORIGINATE, UNDERWRITE, PURCHASE, SELL, SERVICE, TRANSFER OR TAKE ANY OTHER ACTION ON A LOAN BASED ON INFORMATION IN THE SERVICE WHICH IS INCORRECT. The information included in the Service is republished by Ellie Mae with the express written permission of the agencies, companies and organizations who have authored and own this information. The Service is provided solely by Ellie Mae. The agencies, companies and organizations do not sponsor or endorse the Service and specifically disclaim any liability or responsibility for its accuracy or completeness. Although Ellie Mae strives to include the most comprehensive, current and accurate guidelines in the Service, this Service is most useful as a general guide to today's practices. The information provided by the agencies, companies and organizations changes from time to time so that a total reliance on the information in the Service as an authoritative expression of this information would be inappropriate. Final reliance should always be placed on the manuals, memorandums and other documentation distributed directly by these agencies, companies and organizations. No action, regardless of form, arising out of this Agreement may be brought by you more than twelve months after the cause of action has arisen. IF THE FOREGOING LIMITATION IS HELD TO BE UNENFORCEABLE, ELLIE MAE'S MAXIMUM LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT OF THE SUBSCRIPTION FEES PAID BY YOU FOR THE USE OF THE SERVICE. THE REMEDIES AVAILABLE TO YOU AGAINST ELLIE MAE UNDER THIS LICENSE ARE EXCLUSIVE. SOME STATES DO NOT ALLOW LIMITS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITS MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold Ellie Mae and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors (collectively, the "Ellie Mae Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys' fees) incurred by any Ellie Mae Party in connection with any use or alleged use of the Service under your password by any person, whether or not authorized by you. Ellie Mae reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate with Ellie Mae's defense of such claim.
This Agreement shall be construed and enforced in accordance with the laws of the State of California and any claims regarding the same shall be determined in accordance with the United States District Court located in the City and County of San Francisco, in the State of California. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral Agreements between the parties with respect to such subject matter. If any inconsistency exists between the terms of this Agreement and any additional terms and conditions posted on the Service, such terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, the additional terms and conditions shall control. If any term of this Agreement is found invalid or cannot be enforced for any reason, the remaining terms will still remain in effect. Ellie Mae and you will also substitute a valid, enforceable term in its place that closely approximates the intent and economic effect of the invalid term. No delay or failure by Ellie Mae to exercise or enforce at any time any right or provision hereof shall be considered a waiver thereof or of Ellie Mae’s right thereafter to exercise or enforce each and every right and provision of this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THIS AGREEMENT.