LME END USER LICENSE AGREEMENT

LME provides access to its website, web-based programs, Software, Licensed Materials, products and services and may include associate media, hardware, printed materials, and electronic documentation to users who have agreed to the terms and conditions stated below.

This End User License Agreement ("Agreement") is a legal agreement between you and LME. It states the terms and conditions under which you may access LME's system and access the website, Licensed Materials and services that LME makes available. 

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY COMPLETING THE REGISTRATION PROCESS AND USING THE SOFTWARE AND SERVICE, YOU AGREE TO BE LEGALLY BOUND AND TO ABIDE BY THIS AGREEMENT AS IF YOU HAD SIGNED IT. IF YOU DO NOT WISH TO BE BOUND, DO NOT CONTINUE, AND WE WILL REFUND ANY FEES YOU HAVE PAID PURSUANT TO THE PURCHASE AGREEMENT.

THIS AGREEMENT APPLIES TO ALL SOFTWARE, SERVICE AND LICENSED MATERIALS PROVIDED BY LME, WHETHER ACCESSED OR OBTAINED DIRECTLY, BY OR THROUGH AN INDEPENDENT REPRESENTATIVE.

1.       DEFINITIONS

1.1.     "Licensed Materials" means, collectively, any LME Software, including but not limited to, LME web-based software, LME Loan Mod Achiever, software components, third party software programs, and any other program, application, documentation, associated media, printed materials, books and online or electronic documentation supplied by LME.

1.2.     “LME” means LoanModExposed.com, LLC and its affiliates.

1.3.     "Software" means any version of LME’s website, web-based software programs, LoanModACHIEVER™, LoanModACHIEVER™ Pro, the object code, data, software components, third party software programs, and any other program, application, documentation, associated media, printed materials, and online or electronic documentation supplied by LME. Any updates to such Software, which you are entitled to receive and that has been provided to you by LME, shall also mean Software for purposes of this Agreement.

1.4.     “Source Code” means those statements in a computer language, including but not limited to website html source code, which when processed by a compiler, assembler, or interpreter become executable by a computer.

1.5.     “Update(s)” means any improvement to or change in the Software that alters the original functional characteristics provided to You. Unless otherwise agreed to in writing by LME, all title, ownership, and intellectual property rights to the update shall vest solely and exclusively with LME. Your sole interest in the updates is a limited license to use the updates subject to the terms and conditions of this Agreement. 

2.       ACCESS AND LICENSE

2.1.     Access. LME hereby grants you access to its system and the right to use the Licensed Materials subject to the terms of this Agreement. LME making the Licensed Materials available to you is a Service and may be subject to change pursuant to all the terms and conditions applicable between the parties.

2.2.     Ownership. The Licensed Material (including all content), documentation and all related materials accompanying the Software, whether on disk, in read only memory, by download, any other media or in any other form is licensed, not sold, to you by LME for use under the terms of this license, and LME reserves all rights not expressly granted to you herein and retain all right, title and interest, including all copyright and intellectual property rights, in and to, the LME Software.  The rights granted herein are limited to LME and its licensor’s intellectual property rights in the LME Software and do not include any other patents or intellectual property rights.  The terms of this license will govern any Software update provided by LME that replace and/or supplement the original LME Software, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2.2.1.  Your rights in and to the Software are solely set forth in this agreement and do not include any rights of ownership. You agree that, as between LME and You, LME owns all right, title and interest (including without limitation all copyright, patent, trade secret and other intellectual property rights) to the Licensed Materials. All rights not specifically granted in this Agreement, including International Copyrights, are reserved to LME.

2.2.2.  Title and intellectual property rights in and to any content displayed or accessed through the LME Software belong to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This license does not grant you any rights to use such content. You may not access the digital imagery contained within the LME Software as stand alone files or use the digital imagery outside the context of the intended use of the LME Software.

2.3.     License. LME hereby grants you a nonexclusive, personal, nontransferable license to use the Licensed Materials and related products or services, solely for the purpose of accessing LME's system and using the Software, subject to the provisions of this agreement as well as payment of all applicable license fees for the term of the license. This license permits one specific natural person to access and use the Software and Service. This is not a seat-based or session-based license. Once a natural person begins use of the Software or Service, the license is permanently associated with that named natural person and no other person may use the Software or Service without procuring another license. You may not (i) modify or otherwise create derivative works or (ii) translate, reverse engineer or reverse compile, disassemble, or otherwise attempt to determine the source code or program code of the Licensed Materials, or its components, nor may you reproduce all or any portion of the Software code or the “look and feel” of loanmodexposed.com website or the Software. You may not sell, rent, sublicense, assign, or otherwise transfer, or distribute, the Software or this license without express written permission by LME and pursuant to the terms of the IR Agreement.

2.4.     Content. You acknowledge that the Licensed Material contains information, software, photos, video, graphics, sound, music, and other material ("Content") that are protected by copyright, trademark, trade secret, and other intellectual property law and that the rights in such Content are valid and protected in all forms, media, and technologies that now exist or that may be developed in the future. You may not modify, publish, distribute, transmit, transfer or sell, create derivative works, or in any way exploit any of the Content, in whole or in part without express written permission. If no specific restrictions are displayed, you may make copies of portions of the Content, including material protected by copyright, trademark, or other proprietary rights, provided the copies are made for your personal use and that you maintain any copyright, trademark, or other proprietary rights notices on the copies of the Content. Except as stated immediately above or as permitted by the fair use provision of U.S. copyright law, you may not upload, post, reproduce, or distribute any Content protected by copyright or other proprietary rights without the permission of the copyright owner.

2.4.1.  Third Party Content and Services.

2.4.1.1.  You may only upload or otherwise distribute via the Service, Content that is not subject to any copyright or other proprietary rights protection or for which you have the owner's express authorization for such online distribution. The unauthorized uploading or distribution of copyrighted or other proprietary Content constitutes a breach of this Agreement, and could subject you to criminal prosecution, personal liability for any damages arising from any infringement, and to termination of this Agreement. By uploading Content to the Service in any area that is generally accessible to other users, you automatically grant or warrant that the owner of the Content has expressly granted LME the royalty-free, perpetual, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute, and transmit the Content, in whole or in part, worldwide and/or to incorporate it in other works in any form, media, or technology, now known or that may be developed in the future, for the full term of any copyright, including renewals thereof, that may exist in such content. You also grant or warrant that the owner of the Content grants to other users the right and license to access, view, store, or reproduce the Content for that user's personal use. Subject to the foregoing, the owner of the Content uploaded or distributed on the Service retains all rights that may exist in such Content.

2.4.1.2.  LME is a distributor and not a publisher of Content supplied by third parties and users. Accordingly, LME has no more editorial control over such Content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other Content expressed or made available by third parties are those of the respective authors, owners, or distributors and not of LME. In no event will LME be liable for any loss or damage caused by a user's reliance on Content obtained through the Service. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, advice, opinion, or any other Content available through the Service.

2.4.1.3.  The Service may permit you to receive information and order and receive merchandise and services directly from businesses that are not owned or operated by LME. The purchase, payment, warranty, delivery, and any other terms concerning such information, merchandise, and services are solely between you and such businesses.

2.4.2.  Export. The U.S. export control laws regulate the export and re-export of technology originating in the United States, including the electronic transmission of information and software to foreign countries and foreign nationals. You agree to comply with these laws and not to transfer by electronic transmission or otherwise, any Content derived from the Service without obtaining any required government authorization. You further agree not to upload to the Service any data or software that cannot be exported without prior written government authorization, including without limitation, certain types of encryption software.

2.5.     Experience and Availability. Certain computers and computer browsers may not be capable of supporting the loanmodexposed.com website, Software or services. The performance of the loanmodexposed.com website and Software may vary with the computer, network and the type and quality of internet connection you have elected to use. Although LME makes every reasonable effort to insure our servers and internet connections remain available, we accept no responsibility for any loss of business, revenue or any other loss you may suffer as a result of any single or multiple hardware, software or internet connection failure.

2.6.     Audit.  You agree that LME may audit your use of the Licensed Materials for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Licensed Materials by you other than in full compliance with the terms of this Agreement, you shall reimburse LME for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

3.       DISCLAIMER; LIMITATION OF LIABILITY

3.1.     THE SERVICE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. LME DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN REGARD TO ANY INFORMATION, PRODUCT, OR SERVICE FURNISHED BY IT UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL LME OR ANY LICENSOR OF LME BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, LOSS OF PROFITS, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, REPUDIATION OF CONTRACT, PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NEGLIGENCE OR OTHERWISE. LME EXPRESSLY DISCLAIMS ANY GUARANTEE OF SUCCESS IN OBTAINING A LOAN MODIFICATION AND ANY PROBABILITY DISPLAYED IS FOR REFERENCE ONLY.

4.       INDEMNIFICATION

4.1.     By LME. Indemnification by LME shall be limited to the provisions herein.

4.1.1.  Limitations. LME shall have no obligation to You with respect to any action based on (i) the combination, operation or use of the Licensed Materials with other products or content not furnished by LME where the Licensed Materials otherwise would not themselves be infringing; (ii) use of other than a current unaltered version or release of the Licensed Materials, provided that such version or release had been available to You on commercially reasonable terms, or (iii) the infringement or alleged infringement of a third party's rights by use of the Licensed Materials with content not owned by or properly licensed to You.

4.1.2.  Options. If any of the Licensed Materials become, or in the opinion of LME may become, the subject of a claim of infringement, LME may, at its option: (i) procure for You the right to use such Licensed Materials free of any liability; (ii) replace or modify such Licensed Materials to make them non-infringing; or (iii) remove such Licensed Materials, or any part thereof, from the scope of this Agreement. LME shall not be liable for any costs or expenses incurred by You in connection with any potential or actual claim of infringement without its prior written authorization.

4.1.3.  THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LME FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

4.2.     By You.

4.2.1.  You, at Your own expense, shall defend LME, and its officers, directors, employees, representatives and agents, against any action brought against such person based upon your use of the Licensed Materials or based upon or related to content posted to the Internet, Your Intranet, or elsewhere using the Licensed Materials, and shall pay all settlements entered into and damages awarded against You and/or LME (including reasonable attorneys' fees) to the extent based on such action.

4.3.     Procedure. All indemnification obligations under this Section 4 shall be subject to the following requirements: (a) the indemnified party shall provide the indemnifying party with prompt written notice of any claim; (b) the indemnified party shall permit the indemnifying party to assume and control the defense of any action; and (c) the indemnified party shall not enter into any settlement or compromise of any claim without the indemnifying party's prior written consent. In addition, the indemnified party may, at its own expense, participate in the defense of any claim.

5.       SYSTEM RULES

5.1.     You agree to supply LME with accurate and complete information as specified on the online registration form and to inform LME promptly of any change in such information.

5.2.     You are responsible for all use of your account. You must promptly inform LME of the loss, theft, or unauthorized disclosure or use of your personal identification number or password. Until you notify LME of such a breach of security, you remain liable for any unauthorized use of the Licensed Material through your account.

5.3.     The Licensed Material may only be used for lawful purposes and consistent with the rights of other users and third parties. Without limiting the foregoing, the Service and Software shall not be used in a manner that would violate any law or infringe any copyright, trademark, trade secret, right of publicity, right of privacy, or any other right of any third party, or for the purpose of transmitting or storing material that is obscene or defamatory. You are prohibited from posting on, or transmitting through the Service, any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

5.4.     LME reserves the right to refuse to provide access to the Service to anyone.

6.       TECHNICAL SUPPORT AND MAINTENANCE

6.1.     No Support. Except as may be provided in a separate agreement between LME and You, if any, LME is under no obligation to maintain or support the Software and LME has no obligation to furnish you with any further assistance, documentation, Software, update, upgrades, or information of any nature or kind.

7.       PRIVACY

7.1.     Electronic mail and other transmissions passing through the Service, the forums or over the Internet and through LME's system are not secure, and LME cannot guarantee the security or privacy of any of your information or communications. LME will not intentionally monitor or disclose any private electronic communications, except to the extent necessary to identify or resolve system problems or as otherwise permitted or required by law.

8.       TERMINATION

8.1.     For Any Reason. Either you or LME may terminate this Agreement for any reason at any time by giving the other party notice of termination. Such termination shall be effective upon receipt of notice.

8.2.     For Cause. LME may terminate this Agreement without notice for any conduct that LME believes in its sole discretion violates this Agreement, interferes with other users' use of the Service, or is otherwise inappropriate.

8.3.     Effect of Termination. Upon termination, your license to use the Licensed Materials automatically terminates. Notwithstanding termination, you remain bound by Sections 3, Section 4, and Section 5 of this Agreement. All service fees and any prepaid charges will not be refunded or prorated, except at the sole discretion of LME.

8.4.     Modification. The Software, Service, LME's system, and this Agreement may change from time to time. LME reserves the right, at LME's sole discretion and without prior notice or liability, to discontinue or alter the Service or any feature of the Service including, without limitation, (a) restricting the time of availability, (b) restricting the availability and/or scope of the Service for certain types of computers and operating systems, (c) restricting the procedures for or amount of access or use permitted, (d) restricting or terminating any user's right to access and use the Service, and (e) changing system hardware and software. Any change is effective immediately upon a posting on the Service, electronic mail, or conventional mail. By continuing to use the Service, you accept any such changes. If any such changes are not acceptable to you, you may terminate this Agreement at any time as described in Section 8.

9.       GENERAL

9.1.     Choice of Law. This Agreement and its validity, construction, and performance shall be governed in all respects by the laws of the State of Arizona, without regard to its choice of law rules.

9.2.     No Waiver. LME's failure to insist upon strict performance of any of the provisions of this Agreement shall in no way constitute a waiver of future violations of the same or any other provision.

9.3.     Severability. If any provision or portion of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

9.4.     Survival. The provisions of this Agreement relating to confidentiality, warranties, and indemnification shall survive any termination or expiration of this Agreement.

9.5.     Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

9.6.     Entire Agreement. This Agreement, represents the entire agreement between LME and You with respect to the subject matter hereof and shall supersede all prior agreements and communications of the parties, oral or written.