1. Accessing the Solution.
1.1. Passwords. Your use of the Solution grants you access to highly confidential information, including loan data, NPPI (as defined below) and other information relating to your customers (collectively, “Customer Information”). To access the Solution, Provider will provide you with a username and password (collectively, the “Password”) that you must use to access your account and use the Solution in accordance with the terms herein. You are responsible for all use of the Solution by and through such Password. You agree to treat the Password as confidential and shall not disclose it to any other person or entity, use your Password for any unauthorized purpose, or use the Password of any other person. You agree to notify Provider immediately of any unauthorized access to, use, or loss of the Password, or any other potential breach of security or access protocols involving the Solution. To the extent applicable, you shall exit from your account at the end of each session to ensure the Solution is securely accessed and used. You agree that your Firm is responsible for any violation of this policy by its employees or agents.
2.2.1. You acknowledge that in connection with your use of the Solution, you may have access to and/or receive non-public personal information, as defined in Title V of the Gramm-Leach-Bliley Act of 1999 and its promulgating regulation, Regulation P (“NPPI” and, together with Regulation P, “GLBA,” respectively). You agree to comply with the privacy requirements of the GLBA, as applicable.
2.2.2. You acknowledge that any disclosure or use of Customer Information shall only be made in strict compliance with all federal, state, and local laws and regulations and agree to take all commercially reasonable steps necessary to safeguard and prevent the unauthorized disclosure of Customer Information to any third party
2.2.3. You hereby agree that Customer Information will not be disclosed or made available to any third party (including company employees who have no need for such information) for any reason whatsoever, other than for the Approved Purpose or as required by law.
2.2.4. You may not use Customer Information for any kind of marketing or solicitation of any kind. You may not, under any circumstances, use Customer Information obtained from or by the Solution to send unsolicited email, facsimile transmissions, or spam, even if the person to whom you intend to send unsolicited email or spam has communicated with you in the past.
2.2.6. Notwithstanding the foregoing, data obtained or received from a third-party data provider shall not be considered non-public personally identifiable information, personally identifiable information or Customer Information if such third-party data provider encounters a data breach, cyberattack, systems security breach or other digital infiltration.
3. User Data; Safeguarding; Feedback.
3.3. Safeguarding of Information. You represent and warrant that you (or your company, as applicable) have a program of administrative, technical, and physical safeguards in place designed to (i) ensure the security and confidentiality of User Data, (ii) protect against unauthorized access to or use of such Confidential Information, (iii) protect against threats or hazards to the security or integrity of such Confidential Information; and (iv) screen for viruses and other malicious code.
4. Provider’s Monitoring and Enforcement.
4.1. remove or refuse to use any User Data in Provider’s reasonable discretion;
4.3. take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Solution; and
Without limiting the foregoing, Provider has the right to disclose User Data and any other information collected through the Solution to comply with any court order, law, or legal process, including to respond to any government, regulatory or law enforcement request. YOU WAIVE AND HOLD HARMLESS PROVIDER AND SITUSAMC AND THEIR AFFILIATES, LICENSORS, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, SUCH A DISCLOSURE, INCLUDING, BUT NOT LIMITED TO, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. Provider and SitusAMC assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user of the Solution or any third party.
5. License and Use.
5.1. SitusAMC License Grant; Responsibilities. Subject to the terms and conditions herein, SitusAMC hereby grants you a limited, revocable, terminable, non-sublicenseable, non-exclusive, and non-transferable right and license to access and use the Solution (including the downloading of information or documents made available to you through use of the Solution) until notice of termination of such access and use is provided to you (the “Term”). You assume the sole responsibility and liability as to your use of the Solution, including, but not limited to, verifying that the Solution is usable and meets your requirements, and ensuring the accuracy of any User Data you provide in the course of accessing or using the Solution. You shall comply will all applicable laws in connection with your access to and use of the Solution.
5.2. Restrictions. You shall not, either directly or indirectly: (a) transfer, distribute, sell, lease, license, display, assign, disclose, permit time-sharing of (such as by sharing your Password with another individual), commercially exploit, or otherwise make any aspect or portion of the Solution available to a third party; (b) reproduce, copy, monitor (manually or by utilizing any robot, spider or other automatic device), translate, download, modify, adapt, decompile, disassemble, create derivative works of, or reverse engineer (except as allowed under applicable law) the object code version of or otherwise attempt to secure the source code of all or any part of the Solution or access the Solution to build a similar or competitive product or service, except strictly as and to the extent expressly authorized by applicable law; (c) obfuscate, remove or alter any of the logos, trademarks, internet links, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Solution; (d) take any action that imposes an unreasonable or disproportionately large load on the infrastructure that hosts the Solution; (e) use any device, software, or in any other way interfere with the proper working, functionality, or quality of the Solution, including, but not limited to, by introducing any viruses, Trojan horses, or other malware; (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Solution or its infrastructure; (g) modify, alter any downloaded documents, nor make any representation or warranties related to said documents; or (h) access or use the Solution in any way that is inconsistent with the terms herein, or for any other purpose other than the Approved Purpose.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, YOUR USE OF THE SOLUTION AND ANY OTHER MATERIALS OR INFORMATION OBTAINED THROUGH THE SOLUTION IS AT YOUR OWN RISK. THE SOLUTION AND ANY MATERIALS OR INFORMATION OBTAINED THROUGH THE SOLUTION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS, GUARANTEES, ASSURANCES, OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PROVIDER, SITUSAMC NOR ANY PERSON ASSOCIATED WITH PROVIDER OR SITUSAMC MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SOLUTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PROVIDER OR SITUSAMC NOR ANYONE ASSOCIATED WITH PROVIDER OR SITUSAMC REPRESENTS OR WARRANTS THAT THE SOLUTION OR ANY MATERIALS OR INFORMATION OBTAINED THROUGH THE SOLUTION WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES THE SOLUTION AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SOLUTION OR ANY MATERIALS OR INFORMATION OBTAINED THROUGH THE SOLUTION WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. PROVIDER DOES NOT UNDERTAKE TO CORRECT OR NOTIFY YOU OF ANY ERRORS OR OMISSIONS IN THE INFORMATION DISPLAYED ON OR THROUGH THE SOLUTION OF WHICH IT MAY BECOME AWARE AT ANY TIME OR TO NOTIFY YOU OF ANY CHANGES IN ANY INFORMATION OR METHODOLOGIES INCORPORATED IN SUCH INFORMATION. TO THE FULLEST EXTENT PROVIDED BY LAW, PROVIDER AND SITUSAMC HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, FITNESS FOR PARTICULAR PURPOSE, COURSE OF DEALING, OR USAGE OF TRADE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SITUSAMC AND PROVIDER FURTHER DISCLAIM ALL RESPONSIBILITY, AND YOU HEREBY RELEASE SITUSAMC AND PROVIDER AND THEIR AFFILIATES AND EACH OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISORS, AND REPRESENTATIVES, FROM ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATED TO (A) ANY THIRD-PARTY WEBSITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS PROVIDED IN OR IN CONNECTION WITH THE SOLUTION, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM; (B) YOUR USE OF, OR INABILITY TO USE, THE SOLUTION OR THE INFORMATION ACCESSIBLE THEREFROM OR ANY DECISION MADE USING THE SOLUTION; (C) UNAUTHORIZED ACCESS TO THE SOLUTION OR INFORMATION PROVIDED THEREIN; OR (D) YOUR USE OF ANY HARDWARE, EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SOLUTION OR THE INFORMATION ACCESSIBLE THEREFROM.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU EXPRESSLY AND IRREVOCABLY WAIVE THE PROVISIONS OF ANY CONSUMER PROTECTION LAWS OR ANY IMPLIED WARRANTIES OR SIMILAR PROTECTIONS UNDER STATUTE THAT MIGHT BE CLAIMED TO APPLY TO ANY PARTY OF THE SOLUTION.
NEITHER SITUSAMC NOR PROVIDER SHALL BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR ANY OTHER FORM (INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OF GOODWILL), REGARDLESS OF THE FORM OF ACTION AND EVEN IF SITUSAMC OR PROVIDER HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM ANY DATA BREACH, CYBERATTACK, SYSTEMS SECURITY BREACH OR DIGITAL INFILTRATION OF OR AGAINST ITS SUBCONTRACTORS OR INDEPENDENT CONTRACTORS WHERE NEITHER SITUSAMC NOR PROVIDER HAS INTRODUCED OR REGISTERED NON-PUBLIC PERSONALLY IDENTIFIABLE INFORMATION (“NPPI”) RECEIVED FROM THEIR CLIENTS OR CUSTOMERS WITH SUCH SUBCONTRACTORS OR INDEPENDENT CONTRACTORS, BUT WHERE SITUSAMC AND PROVIDER PERMIT USERS TO ENTER INTO THE SOLUTION PERSONALLY IDENTIFIABLE INFORMATION (“PII”), CUSTOMER INFORMATION OR CONFIDENTIAL INFORMATION RECEIVED FROM THEIR CLIENTS OR CUSTOMERS TO ACCESS NPPI PREVIOUSLY STORED AND WAREHOUSED BY SUCH SUBCONTRACTORS OR INDEPENDENT CONTRACTORS. FOR THE AVOIDANCE OF ANY DOUBT, NEITHER SITUSAMC NOR PROVIDER’S TRANSMITTAL OF PII, CONSUMER INFORMATION OR CONFIDENTIAL INFORMATION BY WAY OF USER ENTRY OR ELECTRONIC INPUT (VIA API, XML, OR SIMILAR CAPABILITY) INTO THE SOLUTION TO SUCH SUBCONTRACTORS OR INDEPENDENT CONTRACTORS IN THE MANNER DESCRIBED ABOVE WILL NOT BE DEEMED THE SOURCE OF SUCH SUBCONTRACTORS’ OR INDEPENDENT CONTRACTORS’ POSSESSION OF SUCH PII, CONSUMER INFORMATION OR CONFIDENTIAL INFORMATION.
8.1. Force Majeure. No Party shall be liable for any failure or delay in the performance of its obligations, due to fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorder, rebellions, nor other similar cause beyond the reasonable control of such Party.
Rev. January 2020