Terms & Conditions

Updated and Effective Date: January 2023

These Terms of Use ("Terms of Use" or "Terms") governs your ("you" or "your") use on behalf of your employer (each, a "Firm"), of the web sites, including any related documentation or services as hosted, operated, maintained and made available to you (collectively, "Solution") by SitusAMC Holdings Corporation, a Delaware corporation, either directly or through its subsidiaries (collectively, "SitusAMC", "we", "us" or "our"). You and SitusAMC may be individually referred to herein as a "Party" and together as the "Parties" to this Terms of Use.

IMPORTANT – READ THIS TERMS OF USE CAREFULLY INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 10, WHICH REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT AGREE TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 10.

BY ACCESSING OR USING THE SOLUTION, YOU: (A) REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCESS AND USE THE SOLUTION ON BEHALF OF YOUR FIRM; AND (B) HAVE READ, UNDERSTOOD AND HEREBY ACCEPT THIS TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM, BOTH IN YOUR INDIVIDUAL CAPACITY AND ON BEHALF OF YOUR FIRM. IF YOU DO NOT AGREE TO THIS TERMS OF USE, DO NOT ACCESS OR USE THE SOLUTION.

For more information about how we collect, use, share and otherwise process information about you, please see Our Privacy Policy. Click here for Privacy Policy.

• 1. Accessing the Solution.

To access the Solution, we will provide you with a username and password or you may need register for an account (collectively, the "Credentials") 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 Credentials and you authorize us to accept any use of the Solution through your Credentials as use by you or someone authorized to act for you. You agree to treat the Credentials as confidential and shall not disclose it to any other person or entity, use your Credentials for any unauthorized purpose, or use the Credentials of any other person. You agree to notify us immediately of any unauthorized access to, use, or loss of the Credentials, 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. Customer Privacy.
  • 2.1. Customer Information Obligations.

Your use of the Solution may allow you access to highly confidential information, including loan data, NPPI (as defined below) and other information relating to your customers (collectively, "Customer Information") as well as 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;
    • disclose or use Customer Information only in strict compliance with all federal, state, local, and international laws and regulations;
    • take all commercially reasonable steps necessary to safeguard and prevent the unauthorized disclosure of Customer Information to any third party;
    • not disclose or make available Customer Information 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;
    • not use Customer Information for any kind of marketing or solicitation of any kind (including but not limited to sending 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); and
    • notify us promptly (in any event within 24 hours after the event) if you become aware of: (a) any copying, disclosure, alteration, destruction, or use of Customer Information that is inconsistent with this Terms of Use; or (b) any security breach to your information systems or operations, or any other material risk, that could result in disclosure of the Customer Information.

• • 2.2. Third-Party Data Providers.

We may receive data from third-party data providers and we are not responsible or liable if such third-party data providers encounter a data breach, cyberattack, systems security breach or other digital infiltration.

• 3. User Data; Safeguarding; Feedback.
  • 3.1 User Data License.

You hereby grant to SitusAMC a non-exclusive, non-transferable perpetual right and license to: (a) access, use, download and store the User Data for our internal use, review and analysis and (b) disclose such data to relevant third parties, in each case of (a) and (b), in our ordinary course of business (the "Approved Purpose"). "User Data" means any and all information provided, inputted, ordered from and returned via API, XML, SFTP, or any other delivery method, or uploaded or submitted to the Solution by you, on your behalf, or by your agents or designees.

• • 3.2 User Data License Restrictions.

You acknowledge and agree that we shall have no obligation to monitor the User Data and that we shall have no liability to you or any third party related to your User Data. You represent, warrant, and covenant that the User Data: (a) does not violate any foreign, federal, state or local law or regulation, including all applicable privacy or data protection laws (including, but not limited to, the GLBA, the California Consumer Protection Act ("CCPA"), the General Data Protection Regulation ("GDPR") and the Taxpayer First Act of 2019) (collectively, "Applicable Laws"); (b) does not infringe, misappropriate, or otherwise violate any intellectual property right, privacy right, right of publicity, or any other right of any person or entity; (c) does not contain any material which is unlawful, hateful, obscene, libelous, threatening, or defamatory; (d) does not contain any virus or other malicious code; (e) is and shall remain accurate and correct at all times; (f) is owned or controlled by you, and you are authorized or have a right to provide, input, order, or upload it and that if you do not possess the necessary rights to this User Data, that you will obtain the necessary rights before you submit this User Data to us; or (g) complies with this Terms of Use and any other terms or conditions set forth herein (collectively, "Prohibited Acts"). If you or SitusAMC becomes aware that any item of User Data constitutes or may constitute a Prohibited Act, such Party shall notify the other of, and work together promptly and in good faith to remedy, any such User Data issues, in accordance with this Terms of Use. You agree that you shall be solely responsible for all rights and use associated with and shall ensure the security of any personally identifiable information contained in the User Data. You acknowledge that the User Data will contain personally identifiable data that is subject to special laws and regulations regarding the collection, access and use of such User Data.

• • 3.3 Feedback.

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about SitusAMC or our Platform (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in SitusAMC’s sole discretion. You understand that SitusAMC may treat Feedback as nonconfidential.

• 4. Safeguarding of Information.

You represent and warrant that you (or your Firm, as applicable) have a program of administrative, technical, and physical safeguards in place designed to (a) ensure the security and confidentiality of User Data and Customer Information, (b) protect against unauthorized access to or use of such User Data and Customer Information, (c) protect against threats or hazards to the security or integrity of such User Data and Customer Information; and (d) screen for viruses and other malicious code.

• 5. Our Monitoring and Enforcement.

We are under no obligation to restrict or monitor the User Data in any way. You understand and acknowledge that we do not regularly monitor the accuracy, reliability, or quality of User Data. Any opinions, advice, statements, services, offers, or other information or User Data expressed or made available by third-parties, including other users, are those of the respective third parties and not of us. We do not endorse and are not responsible for the accuracy, reliability, or quality of any opinion, advice, information, or statement within the User Data. You agree that you must evaluate, and bear all risks associated with, the User Data, including any reliance on the accuracy, completeness, or usefulness of such User Data. Under no circumstances will we be liable in any way for any User Data, including, but not limited to, for any errors or omissions in any User Data, or for any loss or damage of any kind incurred as a result of the use of any User Data posted, emailed, or otherwise transmitted via the Solution.

Notwithstanding the foregoing, we may:

• remove or refuse to use any User Data in our sole and reasonable discretion;
• take any action with respect to any User Data that we deem necessary or appropriate in its sole and reasonable discretion, including, but not limited to, if we believe that such User Data violates this Terms of Use, infringes any right of any person or entity, threatens the personal safety of users of the Solution or the public, or could create liability for SitusAMC;
• take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Solution; and
• terminate or suspend your access to all or part of the Solution at any time, with or without notice, for any or no reason, including without limitation, for any violation of this Terms of Use.

Without limiting the foregoing, we have 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 SITUSAMC AND OUR 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. SITUSAMC ASSUMES NO LIABILITY FOR ANY ACTION OR INACTION REGARDING TRANSMISSIONS, COMMUNICATIONS, OR CONTENT PROVIDED BY ANY USER OF THE SOLUTION OR ANY THIRD PARTY.

• 6. Solution License.
  • 6.1. SitusAMC License Grant; Responsibilities.

Subject to the terms and conditions herein, SitusAMC hereby grants you a limited, revocable, terminable, non-sublicensable, non-exclusive, and non-transferable right and license to access and use the Solution. 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 with all Applicable Laws in connection with your access to and use of the Solution. We may revoke your license at any time in our sole discretion. Upon such revocation, you must promptly destroy all content downloaded or otherwise obtained through the Solution, as well as copies of such materials, whether made in accordance with these Terms of Use or otherwise.

• • 6.2. Restrictions and Prohibited Conduct.

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 Credentials 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) all or any part of the Solution (including 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 for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that in any way that is inconsistent with the terms herein, or for any other purpose other than the Approved Purpose.
If your Solution includes access to a data room and/or the capability to share information in or through the Solution, the following additional terms shall apply: (1) content in the Solution may be protected by others’ intellectual property rights, so please do not copy, upload, download, or share content unless you have the express right to do so; (2) SitusAMC may review your conduct and content for compliance with these Terms; (3) SitusAMC is not responsible for the content posted and shared via the Solution; and (4) you may use the Solution only in compliance with applicable law, including export control laws and regulations, and these Terms.

• • 6.3. Reservation of Rights.

You understand and agree that you do not acquire any ownership interest in the Solution under this Terms of Use, or any other rights to the Solution other than to use the Solution for the Approved Purpose, subject to all terms, conditions, and restrictions set forth herein. SitusAMC reserves and shall retain its entire right, title, and interest in and to the Solution and all intellectual property rights arising out of or relating to the Solution, subject to the licenses expressly granted herein. Additionally, we reserve the right to terminate your access to or use of the Solution immediately and take any other legal action if you, or anyone using your account, violates any of the terms herein. We may pursue any legal and/or technical remedies to prevent the violation of this Section 6 and to enforce this Terms of Use.

• 7. Disclaimer and Limitation of Liability.

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, 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. NEITHER SITUSAMC NOR ANY PERSON ASSOCIATED WITH SITUSAMC MAKES ANY WARRANTY OR REPRESENTATION: (I) WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SOLUTION OR ANY MATERIALS OR INFORMATION OBTAINED THROUGH THE SOLUTION; OR (II) THAT THE SOLUTION OR ANY MATERIALS OR INFORMATION OBTAINED THROUGH THE SOLUTION WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE DO 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.

SITUSAMC FURTHER DISCLAIMS ALL RESPONSIBILITY, AND YOU HEREBY RELEASE SITUSAMC 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. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SITUSAMC OR THROUGH OR FROM THE SOLUTION SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU EXPRESSLY AND IRREVOCABLY WAIVE ANY IMPLIED WARRANTIES OR SIMILAR PROTECTIONS UNDER STATUTE THAT MIGHT BE CLAIMED TO APPLY TO ANY PART OF THE SOLUTION.

SITUSAMC SHALL NOT 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 HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM ANY DATA BREACH, CYBERATTACK, SYSTEMS SECURITY BREACH OR DIGITAL INFILTRATION OF OR AGAINST SITUSAMC, ITS SUBCONTRACTORS OR INDEPENDENT CONTRACTORS.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS TERMS OF USE AND WITHOUT LIMITING THE FOREGOING, AND EXCEPT FOR SITUSAMC’S WILLFUL MISCONDUCT, THE MAXIMUM AGGREGATE LIABILITY OF SITUSAMC AND OUR AFFILIATES UNDER THE TERMS OF USE WILL NOT EXCEED U.S. $500. IN STATES WHERE SUCH LIMITATIONS ON LIABILITY ARE NOT PERMITTED, SITUSAMC’S AND OUR AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTION 7 MAY NOT APPLY TO YOU.

• 8. Indemnification.

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold SitusAMC and our affiliates and respective directors, officers, employees, agents, advisors and representatives harmless from and against any and all third party claims, demands and assessments, judgments, liabilities, losses, costs, damages and expenses including, without limitation, interest, penalties, reasonable attorneys’ fees, expenses, and disbursements incurred in connection with any action, suit or proceeding or incurred in enforcing any right of indemnification against you that arise out of or result from: (i) your breach of these Terms of Use or of our Privacy Policy or the inaccuracy of any of your covenants, agreements, representations, or warranties under these Terms of Use or in the documents they incorporate by reference (including, but not limited to, our Privacy Policy), (ii) any user contribution, trademarks, other source identifiers, or User Data you enter into the Solution, (iii) any third-party claims arising from User Data you submitted alleging infringement of any law or intellectual property, privacy, or other rights of a third party; (iv) your use of, or inability to use, any part of the Solution or the User Data therein; (v) your violation of any Applicable Laws; or (vi) the actions of any persons, authorized or unauthorized, who gained access to the Solution through your Credentials.

• 9. Release.

To the fullest extent permitted by applicable law, you release SitusAMC from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

• 10. Dispute Resolution; Binding Arbitration.

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with SitusAMC and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

• • 10.1 No Representative Actions.

You and SitusAMC agree that any dispute arising out of or related to these Terms of Use or our Solution is personal to you and SitusAMC and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.

• • 10.2 Arbitration of Disputes.

Except for small claims disputes in which you or SitusAMC seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or SitusAMC seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and SitusAMC waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms of Use or our Solution, including claims related to privacy and data security, (collectively, "Disputes") resolved in court. Instead, for any Dispute that you have against SitusAMC you agree to first contact SitusAMC and attempt to resolve the claim informally by sending a written notice of your claim ("Notice") to SitusAMC by email at termsofuse@situsamc.com or by certified mail addressed to SitusAMC, 150 East 52nd Street, Suite 4002, New York, NY 10022, Attn: General Counsel. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and SitusAMC cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York, New York unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 10, a "consumer" means a person using the Solution for personal, family or household purposes. You and SitusAMC agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules"). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.

You and SitusAMC agree that these Terms of Use affect interstate commerce and that the enforceability of this Section 10 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms of Use and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, SitusAMC, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including information gathered, prepared, and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and SitusAMC agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and SitusAMC will pay the remaining JAMS fees and costs. For any arbitration initiated by SitusAMC, SitusAMC will pay all JAMS fees and costs. You and SitusAMC agree that the state or federal courts of the State of New York and the United States sitting in New York, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and SitusAMC will not have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 10 by emailing termsofuse@situsamc.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 11.2 (Governing Law; Jurisdiction and Venue).

If any portion of this Section 10 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms of Use; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 10 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 10; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 10 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 10 will be enforceable.

• 11. Miscellaneous.

• • 11.1. 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.

• • 11.2. Governing Law; Jurisdiction and Venue.

This Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflicts of law that would apply the substantive laws of another jurisdiction. Each Party hereby submits to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York, over any dispute arising out of or relating to this Terms of Use and waives the right to object to such venue or make a claim of forum non conveniens. Notwithstanding anything herein to the contrary, each Party shall be entitled to seek injunctive or equitable relief whenever the circumstances permit such Party to seek such equitable relief in a court of competent jurisdiction. You must bring any cause of action arising out of, or in connection with, this Terms of Use within one year of when the alleged breach occurred.

• • 11.3 Relationship of the Parties.

The Parties shall at all times be independent contractors with respect to each other in carrying out this Terms of Use, and nothing herein renders them partners, joint venturers, agents, or employer and employee.

• • 11.4 No Third-Party Beneficiaries.

The Parties do not confer any rights or remedies upon any person or entity other than the Parties to this Terms of Use and their respective successors and permitted assigns. Use of the Solution to view data or results which may reside within the Solution shall not, in any way, create or otherwise confer any rights or title or ownership interest in such data is it relates to the user; instead data and results which may reside within the Solution are and remain the property of any Party or third-party entity that provided such data to the Solution, or whose ownership or usage is contemplated under a separate third-party agreement.

• • 11.5 Modifications; Waiver.

This Terms of Use may be modified by SitusAMC at any time in its sole discretion. We will use commercially reasonable efforts to notify you electronically or otherwise of any material modification that affects you, and the date set forth above on the copy of this Terms of Use will display the new revision date. You are responsible for being familiar with, and by continuing to use the Solution you agree to be bound by this Terms of Use, as it may be revised from time to time. The Parties expressly disclaim the right to claim the enforceability of any oral modifications to this Terms of Use or any amendments based on course of dealing, waiver, reliance, estoppel or other similar legal theory. No delay or omission by either Party to exercise any right occurring upon any non-compliance or default of the other Party regarding any of the terms herein shall impair any such right or be construed to be a waiver thereof.

• • 11.6 Termination.

You agree that SitusAMC may, at any time and at our sole discretion, with or without cause or any notice to you, terminate these Terms of Use, your access to the Solution, and/or your Credentials, or suspend or block your access to the Solution. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of service may be referred to appropriate law enforcement authorities. If your access to the Solution is terminated, you may no longer have access to the copies of material or other User Data available through the Solution. SitusAMC may also in our sole discretion and at any time discontinue providing the Solution, or any part thereof, with or without notice. You agree that any termination of your access to the Solution under any provision of these Terms may be affected without prior notice and acknowledge and agree that SitusAMC may immediately deactivate or delete any account you may have and all related information and files in that account and/or bar any further access to such files or the Solution. Further, you agree that SitusAMC shall not be liable to you or any third-party for any termination of your access to the Solution. For the avoidance of doubt, our license rights to User Data will survive any termination of these Terms of Use and will not be limited, restricted, reduced or otherwise negatively affected by any termination or other action described in this paragraph.

• • 11.6 Termination.

• • 11.7 Survival.

Any provision herein that contemplates performance or observance subsequent to any expiration or termination of this Terms of Use, or which is otherwise necessary to interpret the respective rights and obligations of the Parties hereunder, shall survive any expiration or termination of this Terms of Use and continue in full force and effect.

• • 11.8 Headings.

The headings of the various sections herein are for convenience of reference only and shall not affect the construction or interpretation of this Terms of Use.

• • 11.9 Incorporation of Disclaimers.

This Terms of Use incorporates all disclaimers and notices appearing on any portion of the Solution. Such disclaimers and notices may be augmented, modified or removed and/or additional disclaimers or notices added by SitusAMC without further notice to you.

• • 11.10 Severability.

If any provision of this Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, such provision shall be amended and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Terms of Use shall continue in full force and effect.

• • 11.11 Assignment.

You may not transfer or assign this Terms of Use.

• • 11.12 Entire Agreement

This Terms of Use supersede all prior versions of this document, constitutes the sole and entire agreement among you, SitusAMC and also supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Solution, unless you or your Firm has entered into a signed written agreement with us.

• • 11.13 Questions or Comments.

If you have any questions or comments about this Terms of Use, please email termsofuse@situsamc.com.

AUTHORIZED USER TERMS OF USE

This Authorized User Terms of Use, together with all Provider notices and disclaimers appearing on any portion of The Rate Lock System (collectively, Terms of Use) is a legally binding agreement by and among the Parties (as defined below) which governs your (you, your) use on behalf of your employer (each, a Firm), of the loan analysis platform commonly known as The Rate Lock System, including any related documentation or services (collectively, Solution) as hosted, operated, maintained and made available directly by American Mortgage Consultants, a Delaware corporation (AMC) on behalf of its licensee, Citigroup Global Markets Realty Corp. (Provider). You, AMC and Provider may be individually referred to herein as a Party and together as the Parties to these Terms of Use.

IMPORTANT - READ THIS TERMS OF USE CAREFULLY. BY CLICKING ON I ACCEPT AND/OR USING THE SOLUTION, YOU: (A) REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCESS AND USE THE SOLUTION ON BEHALF OF YOUR FIRM; AND (B) HAVE READ, UNDERSTOOD AND HEREBY ACCEPT THIS TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM, BOTH IN YOUR INDIVIDUAL CAPACITY AND ON BEHALF OF YOUR FIRM. YOU, IN YOUR CAPACITY AS AN INDIVIDUAL USER, MAY NOT USE THE SOLUTION ON YOUR OWN BEHALF. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE ACCEPT BUTTON; YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOLUTION.

• 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. Confidentiality.
  • 2.1. Non-Disclosure.
    • You agree not to use and/ or disclose Confidential Information received from or by accessing the Solution or any other user except as permitted in this Terms of Use. Confidential Information means information relating to a Party's past, present or future research, development or business affairs (including performance information or analysis relating to the Solution) that such Party does not disclose to the public in the ordinary course of its business such as trade secrets, software, software and technology architecture, networks, business methodologies, facilities, billing records, policies, financial and operational information, contracts, officer, director and shareholder information, suppliers, client lists, marketing prospects, projected projects, know how, Customer Information, Provider's rates and all copies, reproductions, notes, analyses, compilations, studies, interpretations, summaries and other documents prepared by a Party based on such information regardless of whether or not specifically identified as confidential. Confidential Information shall not include information or materials that: (i) become generally available to the public other than as a result of disclosure by either Party or their representatives; (ii) were available on a non-confidential basis prior to disclosure to by a Party; (iii) become available to a Party on a non-confidential basis from a source other than the other Party hereto, provided that such source is not bound by an obligation of confidentiality to such other Party; or (iv) were independently developed by a Party without the use of or reference to any other Party's Confidential Information.
    • Each Party (including you, as user, AMC and Provider, as service provider) shall retain Confidential Information in the strictest confidence, and shall not disclose the Confidential Information of any Party to any third party except as necessary to use the Solution for the Approved Purpose, as defined herein; provided, however, a Party may disclose Confidential Information: (a) to its affiliates, directors, officers, employees, and independent contractors including, without limitation, consultants, accountants, and lawyers, so long as such person or entity (i) reasonably requires the Confidential Information, (ii) is advised of the confidential nature of the Confidential Information, and (iii) agrees not to disclose any Confidential Information to any other person or entity (other than in the same manner and for the same purpose set forth in this Terms of Use), and (b) as required by applicable law, regulation or other legal requirement.
  • 2. Customer Privacy.
    • 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.
    • 2.2.5 You agree to notify Provider promptly (in any event within 24 hours after the event) if you become aware of any copying, disclosure, alteration, destruction, or use of Customer Information that is inconsistent with this Terms of Use. You also agree to notify Provider promptly in the event of any security breach to your information systems or operations, or any other material risk, that could result in disclosure of the Customer Information.

• 3. User Data; Safeguarding; Feedback.
  • 3.1. Rights and Restrictions.
    • You hereby grant to Provider a non-exclusive, non-transferable perpetual right and license to: (i) access, use, download and store the User Data for Provider's internal use, review and analysis and (ii) disclose such data to relevant third parties, in each case of (i) and (ii), in Provider's ordinary course of business. You acknowledge and agree that Provider shall have no obligation to monitor the User Data (as defined below) and that Provider shall have no liability to you or any third party related to your User Data. You shall ensure that the User Data does not: (a) violate any foreign, federal, state or local law or regulation, including all applicable privacy or data protection laws (e.g., the GLBA); (b) infringe, misappropriate or otherwise violate any intellectual property right, privacy right, right of publicity, or any other right of any person or entity; (c) contain any material which is unlawful, hateful, obscene, libelous, threatening, or defamatory; (d) contain any virus or other malicious code; or (e) fail to comply with any other terms or conditions set forth herein (collectively, Prohibited Acts). If you or Provider becomes aware that any item of User Data constitutes or may constitute a Prohibited Act, such Party shall notify the other of, and work together promptly and in good faith to remedy, any such User Data issues, in accordance with this Terms of Use. You agree that you shall be solely responsible for all rights and use associated with and shall ensure the security of any personally identifiable information contained in the User Data. You acknowledge that the User Data will contain personally identifiable data that is subject to special laws and regulations regarding the collection, access and use of such User Data. User Data means any and all information provided, inputted, ordered from and returned to via API, XML, SFTP, or such other delivery method, or uploaded to the Solution by you, on your behalf, or by your agents or designees.
  • 3.2. User Data Representations, Warranties, and Covenants.
    • You represent, warrant and covenant that all User Data and any other information or material submitted by you or on your behalf to or through the Solution: (a) is and shall remain accurate and correct at all times; (b) does and shall comply with this Terms of Use; and (c) is owned or controlled by you, and you have a right to provide, input, order, or upload it.
  • 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.
  • Provider may:
  • • 4.1. remove or refuse to use any User Data in Provider's reasonable discretion;
    • 4.2. take any action with respect to any User Data that Provider deems necessary or appropriate in its reasonable discretion, including, but not limited to, if Provider believes that such User Data violates this Terms of Use, infringes any right of any person or entity, threatens the personal safety of users of the Solution or the public, or could create liability for Provider or AMC;
    • 4.3. take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Solution; and
    • 4.4. terminate or suspend your access to all or part of the Solution at any time, with or without notice, for any or no reason, including without limitation, for any violation of this Terms of Use.
  • 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 AMC 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 AMC 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. AMC License Grant; Responsibilities.
    • Subject to the terms and conditions herein, AMC 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) solely to facilitate the (a) locking in of Provider rates and (b) sale of new origination jumbo prime mortgage loans for the benefit of Provider and your Firm (the Approved Purpose). 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.
  • 5.3. Reservation of Rights.
    • You understand and agree that you do not acquire any ownership interest in the Solution under this Terms of Use, or any other rights to the Solution other than to use the Solution for the Approved Purpose, subject to all terms, conditions, and restrictions set forth herein. AMC reserves and shall retain its entire right, title, and interest in and to the Solution and all intellectual property rights arising out of or relating to the Solution, subject to the licenses expressly granted herein. Additionally, Provider or AMC reserves the right to terminate your access to or use of the Solution immediately and take any other legal action if you, or anyone using your account, violates any of the terms herein. Provider or AMC may pursue any legal and/or technical remedies to prevent the violation of this Section 5 and to enforce this Terms of Use.

• 6. Disclaimer.
  • 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, AMC NOR ANY PERSON ASSOCIATED WITH PROVIDER OR AMC 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 AMC NOR ANYONE ASSOCIATED WITH PROVIDER OR AMC 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 RATE LOCK SYSTEM 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 AMC 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. AMC AND PROVIDER FURTHER DISCLAIM ALL RESPONSIBILITY, AND YOU HEREBY RELEASE AMC 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.
  • NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS TERMS OF USE AND WITHOUT LIMITING THE FOREGOING, AND EXCEPT FOR PROVIDER'S OR AMC'S WILLFUL MISCONDUCT, THE MAXIMUM AGGREGATE LIABILITY OF EACH OF PROVIDER AND AMC AND THEIR AFFILIATES UNDER THE TERMS OF USE WILL NOT EXCEED U.S. $500. IN STATES WHERE SUCH LIMITATIONS ON LIABILITY ARE NOT PERMITTED, PROVIDER'S AND AMC'S AND THEIR AFFILIATES' LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

• 7. Indemnification.
  • You agree to indemnify, defend, and hold AMC and Provider and their affiliates and respective directors, officers, employees, agents, advisors and representatives harmless from and against any and all third party claims, demands and assessments, judgments, liabilities, losses, costs, damages and expenses (including, without limitation, (a) interest, penalties, reasonable attorneys' fees, expenses, and disbursements incurred in connection with any action, suit or proceeding and (b) reasonable attorneys' fees, expenses and disbursements incurred in enforcing any right of indemnification against you) that arise out of or result from: (i) your breach or inaccuracy of any of your covenants, agreements, representations, or warranties in this Terms of Use or in the documents it incorporates by reference, (ii) any user contribution, trademarks or other source identifiers you enter into the Solution, (iii) your violation (or the violation by any User Contribution you submitted) of any law or intellectual property, privacy, or other rights of a third party; (iv) your use of, or inability to use, any part of the Solution; or (v) the actions of any persons, authorized or unauthorized, who gained access to the Rate Lock System through your Password.

• 8. Miscellaneous.
  • 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.
  • 8.2. Governing Law; Jurisdiction and Venue.
    • This Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflicts of law that would apply the substantive laws of another jurisdiction. Each Party hereby submits to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York, over any dispute arising out of or relating to this Terms of Use and waives the right to object to such venue or make a claim of forum non conveniens. Notwithstanding anything herein to the contrary, each Party shall be entitled to seek injunctive or equitable relief whenever the circumstances permit such Party to seek such equitable relief in a court of competent jurisdiction. You must bring any cause of action arising out of, or in connection with, this Terms of Use within one year of when the alleged breach occurred.
  • 8.3. Relationship of the Parties.
    • The Parties shall at all times be independent contractors with respect to each other in carrying out this Terms of Use, and nothing herein renders them partners, joint venturers, agents, or employer and employee.
  • 8.4. No Third-Party Beneficiaries.
    • The Parties do not confer any rights or remedies upon any person or entity other than the Parties to this Terms of Use and their respective successors and permitted assigns. Use of the Solution to view data or results which may reside within the Solution shall not, in any way, create or otherwise confer any rights or title or ownership interest in such data is it relates to the user; instead data and results which may reside within the Solution are and remain the property of any Party or third-party entity that provided such data to the Solution, or whose ownership or usage is contemplated under a separate third-party agreement.
  • 8.5. Modifications; Waiver.
    • This Terms of Use may be modified by Provider or AMC at any time in its sole discretion. Provider shall notify you electronically or otherwise of any material modification that affects you, and the date set forth above on the copy of this Terms of Use will display the new revision date. You are responsible for being familiar with, and by continuing to use the Rate Lock System you agree to be bound by this Terms of Use, as it may be revised from time to time. The Parties expressly disclaim the right to claim the enforceability of any oral modifications to this Terms of Use or any amendments based on course of dealing, waiver, reliance, estoppel or other similar legal theory. No delay or omission by either Party to exercise any right occurring upon any non-compliance or default of the other Party regarding any of the terms herein shall impair any such right or be construed to be a waiver thereof.
  • 8.6. Survival.
    • Any provision herein that contemplates performance or observance subsequent to any expiration or termination of this Terms of Use, or which is otherwise necessary to interpret the respective rights and obligations of the Parties hereunder, shall survive any expiration or termination of this Terms of Use and continue in full force and effect.
  • 8.7. Headings.
    • The headings of the various sections herein are for convenience of reference only and shall not affect the construction or interpretation of this Terms of Use.
  • 8.8. Incorporation of Disclaimers.
    • This Terms of Use incorporates all disclaimers and notices appearing on any portion of the Solution. Such disclaimers and notices may be augmented, modified or removed and/or additional disclaimers or notices added by AMC or Provider with their mutual consent without further notice to you.
  • 8.9. Severability.
    • If any provision of this Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, such provision shall be amended and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Terms of Use shall continue in full force and effect.
  • 8.10. Waiver of Jury Trial.
    • YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS TERMS OF USE.
  • 8.11. Assignment.
    • You may not transfer or assign this Terms of Use.
  • 8.12. Entire Agreement.
    • This Terms of Use supersede all prior versions of this document, together with any license or other agreement under which you are being provided access to the Solution, constitute the sole and entire agreement among you, AMC and Provider and also supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Solution.
  • 8.13. Citi Trademark.
    • Citi and Arc Design is a registered service mark of Citigroup Inc., used under license.
  • 8.14. Questions or Comments.
    • If you have any questions or comments about this Terms of Use, please email AMC and Provider at and , respectively.

Rev. June, 2019