A. GENERAL END USER LICENSE AGREEMENT.
Thank you for selecting the Software offered by Whiteboard Mortgage(Whiteboard Mortgage is a dba and product of OREN USA) or its Affiliates (referred to as “Whiteboard Mortgage,” “we,” “our,” or “us”). Please review these license terms (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Whiteboard Mortgage. By clicking “I AGREE,” indicating acceptance electronically, accessing or using the Software, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement and do not use the Software.
1.1 This Agreement describes the terms governing your use of the Whiteboard Mortgage Software including content, updates and new releases (collectively, the ‘Software’) and gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to, as more fully described herein. The Agreement includes by reference:
- Whiteboard Mortgage’s Privacy Statement available on the website or provided to you in writing for the Software you selected;
- Any terms provided separately to you for the Software, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, where applicable.
1.2 An “Affiliate” means all Whiteboard Mortgage companies and subsidiaries that directly or indirectly, control or are controlled by Whiteboard Mortgage, or are under the common control with Whiteboard Mortgage. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.
2. LICENSE GRANT AND RESTRICTIONS
2.1 The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to use the Software, and Whiteboard Mortgage reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, Whiteboard Mortgage grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with Whiteboard Mortgage’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by Whiteboard Mortgage for the Software.
2.2 You acknowledge and agree that the Software is licensed, not sold. You agree not to use the Software in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by Whiteboard Mortgage in writing, you agree you will not:
- Provide access to or give the Software or any part of the Software to any third party;
- Reproduce, duplicate, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;
- Transfer your license to the Software to any other party ;
- Attempt unauthorized access to any other Whiteboard Mortgage systems that are not part of the Software;
- Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or
- Upload, host, use or access the Software via a timesharing, service bureau, virtualization, application hosting or other remote access arrangement.
If you violate any of these terms, this Agreement and your license to use the Software may be terminated by Whiteboard Mortgage in its sole discretion.
3. PAYMENT METHOD, CANCELLATIONS, REFUNDS, and AUTO-RENEWAL
Whiteboard Mortgage CRM is a software as a service (SaaS) product licensed on a subscription basis and the following terms apply, unless Whiteboard Software (a division of OREN USA, Inc.) notifies you.
You agree that your purchase of a subscription is not contingent on the delivery of any future functionality or features, or dependent on any verbal or written public comments made by us regarding future functionality or features.
Payments will be billed to you in U.S. dollars, and your account will be billed when you subscribe and provide payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software.
Current payment term options: Monthly, Annual (pre-paid).
3.1 Payment Method
Your subscription must be paid with a valid debit or credit card acceptable to Whiteboard Software (a division of OREN USA, Inc.).
Currently, invoicing and paying by check is not available for your Whiteboard Mortgage CRM subscriptions.
Your credit card information is managed in a secure, encrypted environment (Level 1 PCI compliant, managed using multi encrypted keys and does not have ability to connect to the internet). Whiteboard Software (a division of OREN USA, Inc.) will only have access to the last four digits and will be used for billing account verification only.
A minimum 7-day notice before the end of the payment period is required to cancel your Whiteboard Mortgage CRM subscription.
Cancellation request must be made, in writing, via email by the account holder or authorized representative.
Whiteboard Software (a division of OREN USA, Inc.) reserves the right to immediately terminate access to services in the event your payment method is declined, or if there are any settlement failures.
Once you choose a payment period there are no refunds during that chosen payment period. Whiteboard Software (a division of OREN USA, Inc.), does not provide prorated refunds during a payment period. You will be billed through the remainder of the payment period.
Payments/fees are based on the services provided and user licenses purchased and not the actual usage. The number of user subscriptions/licenses purchased cannot be decreased during the relevant subscription/license term.
Your subscription does not include any taxes, government assessments of any nature, levies or duties including: sales tax, value-added tax, use or withholding taxes, assessable by any jurisdiction. You are responsible for paying all taxes associated with your purchases. If we have the legal obligation to pay or collect taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
Whiteboard Mortgage CRM automatically renews monthly and annual subscription at the current rate, as required for you to maintain access to Whiteboard Mortgage CRM, unless your subscription to the service is cancelled or terminated under this Agreement.
If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may immediately suspend or terminate your account, terminate your license and refuse any further use of Whiteboard Mortgage CRM.
4. TRIAL VERSIONS AND BETA FEATURES.
If you registered for a trial use of the Software (‘Trial Period’), you must decide to purchase a Software license before or within the Trial Period in order to retain any Content (defined in Section 6) that you have entered into the Software, created within the Software data file, posted or uploaded during the Trial Period. If you do not purchase a Software license by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Software during the trial period, if you decide not to purchase the license to the full version of the Software, you will not be able to access or retrieve any of the data you added or created with the software during the trial.
5. YOUR PRIVACY AND PERSONAL INFORMATION.
You can view Whiteboard Mortgage’s Privacy Statement on the Whiteboard Mortgage website, or via a link on the website for the Software you have selected. You agree to be bound by the applicable Whiteboard Mortgage Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree: To Whiteboard Mortgage maintaining your data according to the Whiteboard Mortgage Privacy Statement, as part of the Software. To give Whiteboard Mortgage permission to combine information you enter or upload in a way that does not identify you personally with that of other users of the Software. By way of example, this means that Whiteboard Mortgage may use that non-identifiable aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.
6.1 Data Protection.
Whiteboard Mortgage will maintain technical, physical and administrative safeguards for the protection, security, confidentiality and integrity of your data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of your data by our personnel except
- to provide the purchased services and prevent or address service or technical problems,
- as compelled by law, or
- as you expressly permit in writing.
6.2 You are responsible for your content.
You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (‘Content’) uploaded, posted or stored through your use of the Software. You agree not to use the Software for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Software. You agree that you will not use the Software to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. Whiteboard Mortgage is not responsible for the Content or data you provide through your use of the Software.
You agree not to use the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
- Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
- Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent’s consent in the case of a minor);
- Except as otherwise permitted by Whiteboard Mortgage in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
- Virus, trojan horse, worm or other disruptive or harmful software or data; and
- Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.
6.3 Non-Public Personal Information.
Whiteboard Mortgage agrees that any and all “non-public personal information” of our client’s “customers” or “consumers” that is collected by Whiteboard Mortgage or disclosed to Whiteboard Mortgage by our clients shall be used by Whiteboard Mortgage and its employees and agents only as necessary to fulfill its obligations under this Agreement and shall not be disclosed to any other person, except as necessary to fulfill its obligations under this Agreement or as may be otherwise required by applicable law, unless authorized in writing by the client. Whiteboard Mortgage agrees to limit access to such non-public personal information to those of its employees or agents who reasonably need such information in order to allow Whiteboard Mortgage to fulfill its obligations under this Agreement and to require such persons to maintain the confidentiality of such information. For purposes of this Section 6.3, the terms “non-public personal information,” “customers,” and “consumers” shall have the meanings set forth in Section 509 of the Gramm-Leach-Bliley Act (P.L. 106-102) and/or any federal regulations that implement that Act. Whiteboard Mortgage agrees to implement appropriate measures designed to meet the objectives of
- the “Safeguard Rule” issued by the Federal Trade Commission and
- the “Interagency Guidelines Establishing Standards for Safekeeping Customer Information” issued jointly by the Department of the Treasury, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Office of Thrift Supervision, effective July 1, 2001.
6.4 Community forums.
The Software may include access to a community forum to exchange information with other users of the Software and the public. Please use respect when you interact with other users. Whiteboard Mortgage does not support and is not responsible for the accuracy of others’ content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Whiteboard Mortgage is not responsible.
Whiteboard Mortgage may, but has no obligation to, monitor Content provided on the community forum. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Whiteboard Mortgage or its customers, or operate the Software properly. Whiteboard Mortgage, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
6.5 Whiteboard Mortgage may freely use feedback you provide.
You agree that Whiteboard Mortgage may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant Whiteboard Mortgage a perpetual, worldwide, fully transferable, sub licensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to Whiteboard Mortgage in any way. Whiteboard Mortgage will not sell, publish or share your feedback in a way that could identify you without your explicit permission.
7. MARKETING CAMPAIGNS – EMAILS AND OTHER COMMUNICATIONS
Whiteboard provides you with the ability to create marketing campaigns.
These campaigns allow you to schedule and send out emails and other forms of communication automatically. It is your responsibility to make sure that you setup your marketing campaigns in the proper manner so that emails or other communication are sent only to the correct clients (and not sent to the wrong clients). Whiteboard is not responsible for the campaigns that are used, including the campaigns provided as examples. It is your responsibility to evaluate, test and confirm that all campaigns that you use will provide their intended results and that your campaigns contact the correct users and do not send out spam. You are solely responsible for your marketing campaigns and for any increase of clients and business or for any loss of clients or loss of business.
- Prohibition on Spam.
Whiteboard may not be used for the sending of unsolicited email messages or other forms of communication (sometimes called “spam”).
You are responsible for ensuring that your use of Whiteboard does not generate a number of spam or other complaints in excess of industry norms. We may terminate your access to or use of Whiteboard if we determine that your level of spam or other complaints is higher than industry norms, as determined by us in our sole discretion. As a matter of privacy, we will not share with you information about those recipients who complain about your use of Whiteboard or file a spam report against you although we will provide you with a list of those clients who have chosen to opt-out from receiving further communication.
- You agree to import, access or otherwise use only contact lists in connection with Whiteboard for which all listed parties have consented to receive correspondence from you. It is not sufficient consent to receive email correspondence from you if a person or organization participates in a survey or registers for an event, clicks “Like” on your Facebook® page, or “follows” you on Twitter®. If you request a recipient to confirm that you have the recipient’s permission to send messages to such recipient (assuming such use is permitted by laws applicable to you), and such recipient has not responded or does not respond affirmatively to such request for confirmation, you agree that you shall not send messages to that recipient. You agree not to send messages through Whiteboard to distribution lists, newsgroups, publicly available press or media addresses or purchased email addresses.
- We reserve the right without notice to take all measures of any nature (whether legal, technical or otherwise) to prevent unsolicited bulk email and/or other unauthorized email, messages or campaigns from entering, utilizing or remaining within our network.
In your use of Whiteboard, you shall represent yourself or your organization accurately
and will not impersonate any other person, whether actual or fictitious.
- You agree that you are the sole or designated “sender” (as such term is defined in the CAN-SPAM Act of 2003 and any rules or regulations adopted under such act (the “CAN-SPAM Act”)) of any message sent by you using Whiteboard.
- You agree that for any email, text or other communication type sent by you using Whiteboard,
- the “from” line of any message will accurately and in a non-deceptive manner identify your organization, your product or your service,
- the “subject or content” line of any message sent by you using Whiteboard will not contain any deceptive or misleading content regarding the overall subject matter of the message, and
- for emails you will include your valid physical address, which, if you are located in the United States, may be a valid post office box meeting the registration requirements established by the United States Postal Service.
Every email, text or other type of message sent in connection with Whiteboard must contain an “opt-out” link that allows subscribers to remove themselves from your contact list.
You agree that you will not remove, disable or attempt to remove or disable the link. You shall monitor and process opt-out requests received by you directly and update the email addresses, text messages, etc. to which messages are sent through your Whiteboard account. You cannot charge a fee, require the recipient to give you any personally identifying information beyond an email address, or make the recipient take any step other than sending a reply email or visiting a single page on an Internet website as a condition for honoring an unsubscribe request. As required under the CAN-SPAM Act and other applicable laws, you acknowledge that you are responsible for maintaining and honoring the list of unsubscribe requests following termination of your Whiteboard account and this Agreement.
8. ADDITIONAL TERMS YOU AGREE TO
8.1 Whiteboard Mortgage does not give professional advice.
Whiteboard Mortgage is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
8.2 We may tell you about other Whiteboard Mortgage services.
You may be offered other services, features, products, applications, online communities, or promotions provided by Whiteboard Mortgage (‘Whiteboard Mortgage Services’). If you decide to use any of these Whiteboard Mortgage Product or Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Whiteboard Mortgage Services you may upload or enter data such as names, addresses and phone numbers, purchases, and other data to the Internet. You grant Whiteboard Mortgage permission to use information you provide and about your experience so that we can provide the Whiteboard Mortgage Services to you, monitor and analyze your use of the services, maintain and update your data, and address errors or service interruptions. We may use this data to improve services, enhance future services, identify potentially relevant offers, and produce anonymous research data. You grant Whiteboard Mortgage permission to combine the data you have entered or uploaded with that of others in a way that does not identify you or any individual personally. You also grant Whiteboard Mortgage permission to share or publish summary results relating to such research data and to distribute or license such data to third parties.
8.3 We may tell you about third party products or services. Subject to the Whiteboard Mortgage Privacy Statement, Whiteboard Mortgage may offer products and services on behalf of third parties
who are not affiliated with Whiteboard Mortgage (“Third Party Products”) or the Software may contain links to third party websites (“Third Party Sites”). You agree that Whiteboard Mortgage can use your contact information, including name and address, for the purpose of offering these products to you in accordance with your stated Whiteboard Mortgage contact preferences. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party’s separate product terms, website terms and privacy policies. You agree that the third parties, and not Whiteboard Mortgage, are responsible for their product’s performance and the content on their websites. Whiteboard Mortgage is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.
8.4 Communications choices.
Whiteboard Mortgage may be required by law to send you communications about the Software or Third Party Products. You agree that Whiteboard Mortgage may send these communications to you via email or by posting them on one of our sponsored websites. We may also send business communications such as confirmations or notices, which will be delivered to you via email or posted on our websites. You are required to receive these communications. You can choose not to receive some types of communication, such as marketing messages.
8.5 You will maintain control of your account and any passwords, and accept service updates.
You are responsible for securely managing your password(s) for access to the Software. If you become aware of any unauthorized access to your Software account, theft or loss of your password, you agree to contact Whiteboard Mortgage as soon as possible. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Software.
9. DISCLAIMER OF WARRANTIES
9.1 YOUR USE OF THE SOFTWARE AND CONTENT ACCESSIBLE THROUGH THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHITEBOARD MORTGAGE, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, ‘SUPPLIERS’) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. WHITEBOARD MORTGAGE AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. FURTHER, WHITEBOARD MORTGAGE DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT OR DATA TRANSMITTED THROUGH THE SOFTWARE. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
9.2 WHITEBOARD MORTGAGE AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SOFTWARE IS IN ACCORDANCE WITH APPLICABLE LAW.
10. LIMITATION OF LIABILITY AND INDEMNITY.
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF WHITEBOARD MORTGAGE, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, WHITEBOARD MORTGAGE AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET WHITEBOARD MORTGAGE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF WHITEBOARD MORTGAGE AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF WHITEBOARD MORTGAGE, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.
10.2 YOU AGREE TO INDEMNIFY AND HOLD WHITEBOARD MORTGAGE AND IT AFFILIATES AND SUPPLIER HARMLESS FROM ANY AND ALL CLAIMS, LIABILITY AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS, ARISING OUT OF YOUR USE OF THE SOFTWARE OR BREACH OF THIS AGREEMENT (COLLECTIVELY REFERRED TO AS “CLAIMS”). WHITEBOARD MORTGAGE RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND AT ITS OWN EXPENSE TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY CLAIMS. YOU AGREE TO REASONABLY COOPERATE AS REQUESTED BY WHITEBOARD MORTGAGE IN THE DEFENSE OF ANY CLAIMS.
10.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WHITEBOARD MORTGAGE HEREBY AGREES TO FULLY INDEMNIFY AND HOLD HARMLESS ITS CLIENTS AND THEIR OFFICERS, EMPLOYEES, AND AGENTS FOR ANY LIABILITY, COST OR EXPENSE, INCLUDING REASONABLE ATTORNEYS’ FEES, SUFFERED OR INCURRED AS A RESULT OF CLAIMS, DEMANDS, JUDGEMENTS, AND/OR PENALTIES ARISING OUT OF WHITEBOARD MORTGAGE’S FAILURE TO SAFEGUARD OR PROTECT NONPUBLIC PERSONAL INFORMATION AS PROVIDED IN SECTION 6.3 HEREIN. WHITEBOARD MORTGAGE FURTHER AGREES THAT THE DUTY AND COVENANT TO INDEMNIFY ITS CUSTOMERS HEREUNDER SURVIVES THE TERMINATION OF THIS AGREEMENT.
11. CHANGES TO THIS AGREEMENT OR THE SOFTWARE.
We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. Please review the Agreement periodically on the website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Software, in whole or in part, including but not limited to, any feature or aspect of the Software, Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Software after Whiteboard Mortgage posts or otherwise notifies you of any changes, indicates your agreement to the changes.
Whiteboard Mortgage may immediately and without notice terminate this Agreement or suspend or terminate the license to the Software if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4). Upon any termination you must immediately stop using and delete or destroy all copies of the Software and any outstanding payments will become due. Any termination of this Agreement shall not affect Whiteboard Mortgage’s rights to any payments due to it. Whiteboard Mortgage may terminate a free account at any time. Other requirements regarding termination or cancellation of your license to the Software may apply based on the specific ordering or activation terms for the Software. Sections 1.2, 5, and 8 through 16 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.
13. EXPORT RESTRICTIONS.
You acknowledge that this website, the Software, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Software, or any part of the Software, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Software to anyone who you have reason to know may use the Software in the development of nuclear, chemical, or biological weapons.
14. GOVERNING LAW.
Oklahoma state law governs this Agreement without regard to its conflicts of laws provisions.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE WHITEBOARD MORTGAGE SOFTWARE OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Oklahoma law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND WHITEBOARD MORTGAGE ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
This Section 15 shall survive expiration, termination or recession of this Agreement.
Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English.
This Agreement is the entire agreement between you and Whiteboard Mortgage and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement. However, Whiteboard Mortgage may assign or transfer it without your consent to
- an Affiliate,
- another company through a sale of assets by Whiteboard Mortgage, or
- a successor by merger.
Any assignment in violation of this Section shall be void.
B. ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE ADD-ON PRODUCTS AND RELATED SERVICES
Your license to use the Software provided by Whiteboard Mortgage is subject to the General End User License Agreement terms above and the Additional Terms and Conditions which govern your use of the Software indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General End User License Agreement terms above.
1. WHITEBOARD MORTGAGE SOFTWARE (‘Whiteboard Mortgage Software’ or ‘Software’).
1.1 USE LIMITATIONS. IMPORTANT NOTICE. IF YOU ARE USING THE WHITEBOARD MORTGAGE SOFTWARE , THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE GENERAL END USER LICENSE AGREEMENT TERMS ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the General End User License Agreement.
2. LICENSE GRANT AND RESTRICTIONS.
Whiteboard Mortgage/ OREN USA Inc. (‘Whiteboard Mortgage’, ‘us’, ‘we’, ‘our’) grants you (“you” and “your” means an individual or single entity) the following rights provided that you comply with all of the terms and conditions of this Agreement.
2.1 Whiteboard Mortgage Software (Collectively referred to as ‘Whiteboard Mortgage Software’).
2.2 You are not licensed or permitted under this Agreement to do any of the following:
- modify, adapt, translate, rent or sublicense (including offering the Whiteboard Mortgage Software to third parties on an applications service provider or time-sharing basis);
- assign, loan, resell, transfer or distribute the Software, or related materials or create derivative works based upon the Software or any part thereof;
- network the Software; and
- copy the Software in whole or part, except as expressly stated in (1), (2), or (3) above, or use trade secret information contained in the Software to develop software to interface with the Software. You agree not to (and not to permit others to):
- decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or
- remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Whiteboard Mortgage or its licensors on or within the Software or any copies of the Software.
All license transfers are subject to written approval by Whiteboard Mortgage and may be subject to a transfer fee determined by Whiteboard Mortgage in its sole discretion.
In addition to the Software, the term “Software” includes any other programs, tools, components and any “updates” of the Software that Whiteboard Mortgage provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to updates to the Software that Whiteboard Mortgage generally makes available to other users of that same Software version. Certain Software may be accompanied by, and will be subject to, additional terms.
3. WHITEBOARD MORTGAGE SOFTWARE.
3.1 Whiteboard Mortgage Software. In connection with your use of the Software and as part of the functionality of the Software, you may have access to online Loan Origination Software and other financial data collection, categorization services, alerts, etc. These third party services, and use of this external data, is defined below (if and to the extent provided by your other service providers), which will allow you to access your accounts, aggregate your data in the Software and upload your data for access. LOS importing and other importing functions provide you with the ability to connect to these third party providers so that you can download your client, partner, mortgage information, and other financial information . You acknowledge and agree that Whiteboard Mortgage has no control over the provision of these third party services and that features which may vary from service to service, does not guarantee that you will be able to use those services, and Whiteboard Mortgage will have no liability whatsoever for any actions or inactions on the part of the third party service providers resulting in your inability to use their Services. If you lose or forget your user name or password, it will be necessary for you to return to the appropriate service provider if you have any problems with respect to that user name or password.
- Collection of Third Party Account Information. You acknowledge that in accessing the third party services through the Whiteboard Mortgage, Your third party account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in your account(s) with such third party’s such as client, partner, mortgage and other financial information, maybe collected and stored in the Whiteboard Mortgage Software . You authorize Whiteboard Mortgage, in conjunction with Whiteboard Mortgage’s operation and hosting of the Software service, to use certain third party account Data to
- collect your Account Data,
- reformat and manipulate such Account Data,
- create and provide hypertext links to your third party accounts,
- access the third party websites and accounts using your Account Data,
- update and maintain your account information,
- address errors or service interruptions,
- enhance the type of data and services we can provide to you in the future, and
- take such other actions as are reasonably necessary to perform the actions described in (1) through (7).
You hereby represent that you are the legal owner of your Account Data and that you have the authority to appoint, and hereby expressly does appoint, Whiteboard Mortgage as your agent with limited power of attorney to access and retrieve your Account Data on your behalf. You further acknowledge that Whiteboard Mortgage does not review your Account Data for completeness or accuracy and agrees that Whiteboard Mortgage is not responsible for its completeness or accuracy. Any transactions or informational activities performed at any third party’s website are not made through Whiteboard Mortgage and Whiteboard Mortgage assumes no responsibility for such transactions or activities. You are solely responsible for any activity and account data or charges associated with your third party services.
- Information from Financial Institutions’ Websites. You acknowledge and agree that
- some third party institutions may not allow the Whiteboard software to access their services,
- these third party institutions may make changes to their websites, APIs, interfaces and other connections, with or without notice to us, and
- the Whiteboard Mortgage Service “refreshes” the Account Data by collecting the third party Account Data nightly or at the third party vendors transfer schedule, so your most recent transactions may not be reflected in the account information presented to you in the Whiteboard Mortgage Software.
If you see a discrepancy in Account Data, and in any case before making any transactions or decisions based on such account information presented in the Whiteboard Mortgage Service, you should check the last refresh date for the account and confirm the Whiteboard Account Data is correct by following the link back to the applicable third party institution or otherwise confirm that Account Data is up to date and accurate.
4. UPLOADED DATA; CONTENT.
4.1 You agree and acknowledge that you are solely responsible for the Content of all data you enter or upload or have access to when using the Whiteboard Mortgage Service. Whiteboard Mortgage does not control the content of the data stored within users’ accounts and does not have any obligation to monitor the Content for any purpose.
4.2 In addition to any use limitations or other restrictions stated in the General Terms of Service, you acknowledge and agree that your account may be subject to limitations on storage, and/or the quantity, size and format of the data or other Content permitted for upload to the Whiteboard Mortgage Service. Whiteboard Mortgage reserves the right to change such limitations from time to time, and the changes will be effective when posted on the Whiteboard Mortgage website or when we notify you by other means.
4.3 When you enter or upload data or other Content to the Service, please be advised that the Service does not perform any virus-checking or other scanning for harmful code and the original resolution of your Content may be affected. You are solely responsible for any data or Content that may be lost or unrecoverable through your use of the Service.
4.4 You acknowledge that Whiteboard Mortgage and its licensees may display advertisements and other information adjacent to or included with your data or Content on and through the Service, and you are not entitled to any compensation for such advertisements. You further acknowledge and agree that Whiteboard Mortgage reserves the right to change the manner, mode and extent of such advertising at any time, in its sole discretion, with or without notice.
4.5 You acknowledge that as an active subscriber to the Whiteboard Mortgage Service you may be offered additional products, services and discounts at Whiteboard Mortgage’s discretion, when and if they become available.
5. USE WITH WHITEBOARD MORTGAGE SOFTWARE.
As a licensed user of the Software, the Service contains certain features and functionality that allow you to upload, access and manage your data and other Content via your desktop and your mobile device. Any access or use of the Service from or with Software may be limited to only certain versions of the Software and shall be subject to and governed by the terms of this Agreement and is also subject to Whiteboard Mortgage’s service discontinuation policy as described below.
For Whiteboard Mortgage Software Licenses and other software add-ons. If , at your option, you want to upgrade to a higher level version or downgrade to a lower level version, your present version will be prorated. Please be aware that once you choose a payment period, monthly, quarterly, semi-annually or yearly, there are no refunds during that chosen payment period. A minimum 30 day notice before the end of the payment period is required to cancel any of the software. Whiteboard Mortgage reserves the right to immediately terminate access to Services in the event your payment method is declined, or if there are any settlement failures.
7. USE WITH YOUR MOBILE DEVICE.
Mobile access to the Whiteboard Mortgage Software may not be available for all mobile devices or telecommunication providers. Use of the Service requires a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. WHITEBOARD MORTGAGE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
- THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
- ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
- ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
8. SOCIAL MEDIA SITES.
9. TERMINATION AND AMENDMENT.
The Whiteboard Mortgage Software is subject to Whiteboard Mortgage’s discontinuation policy and Whiteboard Mortgage reserves the right to discontinue all support for the Software, and/or for any features, online or other services or content accessible through the Software in accordance with its current discontinuation policy. If the Software offers services that require a connection to an Whiteboard Mortgage server (including Internet-based services), such as downloading data from third party suppliers, such services may expire in accordance with Whiteboard Mortgage’s current discontinuation policy.
Whiteboard Mortgage’s current discontinuation policy is to provide support for the Software Service and for online and other services or content accessible through the Software for the most current version of the Whiteboard Mortgage Software.
Date last changed: 2016-03-16