StateLink Online Subscription Agreement & I-32 Software License Agreement

 

IMPORTANT:  PLEASE READ THIS StateLink Online Subscription & I-32 Software License Agreement (“AGREEMENT”) CAREFULLY BEFORE USING THIS PRODUCT. Your use of this product is expressly conditioned on your acceptance of the following terms and conditions of this Agreement. By clicking “I Agree” you are representing: (1) that you have read this Agreement, (2) that you are agreeing to be bound by the terms and conditions of this Agreement, and (3) that you have the authority to accept the Agreement on behalf of your financial institution or company (“Customer”).  If you do NOT have the authority to accept the terms and conditions of this Agreement or do not understand or agree with ALL its terms and conditions, you must click “I Disagree” and you will not be granted access to this product.  

This Agreement is by and between the following (each a “party” and together “parties”):

VMP Mortgage Solutions, Inc., a Delaware corporation, with a place of business at 6815 Saukview Drive, P.O. Box 1457, St. Cloud, Minnesota 56303 (“VMP”); and

Customer, which is the legal entity identified as “Customer” in a StateLink Order Form that was signed by the same legal entity and in response to which VMP assigned a unique Internet access code/password providing access to this Agreement.  “Customer” is the legal entity so identified and is the entity on whose behalf the terms and conditions of this Agreement are accepted by clicking “I Agree.”     

In consideration of the mutual promises and covenants set forth in this Agreement, and for good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties intend to be legally bound and do hereby agree as follows:

Section I.  License and Description of Services and Software. 

A.  Subject to the terms herein, this Agreement covers the following services and software accessible via VMP’s StateLink information website:

(1)     Mortgage-related information.  Customer will have access to a compilation of state-specific mortgage lending and regulatory information, including, for example, State Licensing Requirements, Security Instruments, Recording Requirements, Assignments, Fees, Foreclosure and Escrow information.  The StateLink Information includes information on all 51 U.S. jurisdictions, however, Customer will only be allowed to access the number of states it selected and ordered in the StateLink Order Form.  The information ordered by Customer, as limited by states is referred to as the “StateLink Information.”

(2)     Mortgage Form Samples.  Customer will have access to view (but not use to document any transactions) certain mortgage forms (“VMP Form Overlays”). 

(3)     I-32 Software.  Customer will have access to a downloadable version of VMP’s I-32 Software which is required to view the VMP Form Overlays (“I-32 Software”).  

VMP grants to Customer a non-exclusive, non-transferable, terminable license to access and use the StateLink Information and VMP Form Overlays during the Term of this Agreement and subject to its provisions. VMP also grants to Customer a non-exclusive, non-transferable, terminable license to use the I-32 Software during the Term of this Agreement and subject to its provisions.  The StateLink Information, VMP Form Overlays, and I-32 Software are together referred to in this Agreement as the “Services.”  Except as otherwise specifically provided herein, no license or other right to use the Services is granted.

The Services are selected and ordered by Customer in the StateLink Order Form and/or other special offer order forms when specifically referenced (together “Order Forms”). The Order Forms (including Order Forms completed in the future) are hereby made a part of this Agreement by reference and are included in the term “Agreement.”

B.   Customer agrees to use the Services only as described in this Agreement. Customer may use the Services only for its internal informational purposes. Customer may not: (1) use the Services to provide training to third parties, (2) reproduce or otherwise make available the Services (including portions of them, such as VMP Form Overlays) to anyone other than Customer's employees (including contract employees), officers and directors, (3) use the Services or any information taken from the Services to provide consulting services to third parties, (4) incorporate the Services or any information included in the Services into any product or service Customer offers to third parties, (5) sublicense the use of the Services to other persons or entities, or (6) allow access to persons or entities not licensed to use the Services under this Agreement. Rights not expressly granted in this Agreement are reserved to VMP, including, without limitation, all title and all copyrights. 

C.  Customer may not use the VMP Form Overlays to provide disclosures or to contract in any actual transaction.  Customer may use the VMP Form Overlays for informational and assessment purposes only.  Customer may only use the I-32 Software only to view the VMP Form Overlays, and not for any other purpose. Customer may license additional rights to use VMP documents under a separate agreement with VMP and for an additional fee.  Customer may also license more full-featured I-32 software from VMP under a separate license and for an additional fee. 

Section II. System Access and Requirements, Support Services, Updates, and Professional Services. 

A. VMP will provide Customer with a unique access code/password and other relevant information in order for Customer to request and receive the Services, via an Internet connection.  Customer is solely responsible for controlling access to and use of Customer’s access code/password so that it is used only by people authorized by Customer. Customer is responsible for all activities that occur under Customer’s access code/password.

B. Customer is responsible for providing all equipment, software, and telecommunications/ Internet connections required to access the Internet and use the Service. A list of system requirements and any required third party software is available at the VMP website or through VMP’s SupportLine. 

C.   VMP will provide Customer with its standard SupportLine software support services which are available at the VMP website or through VMP Supportline.

D.   VMP will, from time to time, update the content of Services to reflect legal or regulatory changes or enhance the value of the Services.  VMP will provide Customer with such updated/enhanced Services as they are generally made available by VMP.  Customer must also install in a reasonable time any Service update, repair or hot fix provided under this Agreement.

E.   For a separate fee, Customer may purchase from VMP additional training, implementation assistance, customization, or other professional services (“Professional Services”) pursuant to separate statements of work or other written agreements between the parties.

Section  III. Payment. 

A. The access and license granted in this Agreement is conditioned upon Customer’s payment of the fees and charged described herein. Customer will pay VMP a Subscription Fee in advance for each one-year Term license to use the Services. VMP reserves the right to modify its Subscription Fees, provided that no modified Subscription Fees shall apply to the then-current Term of this Agreement.  All Subscription Fees shall be deemed overdue if they remain unpaid thirty (30) days after they become payable.

B. The Subscription Fees do not include taxes. If VMP is required to collect or pay sales, use, property, value added or other federal, state or local taxes based on the Services, then such taxes shall be billed to and paid by Customer.

C. Any Professional Services provided under Section II.E. will be subject to separate pricing.

Section IV.  Term and Termination.

A. This Agreement will begin on the date Customer agrees to it by electronically selecting and clicking “I Agree” to the consent prompt used with this Agreement (“Effective Date”). This Agreement will continue in full force and effect for a period of one year (“Term”) unless terminated earlier by either party. Thereafter, this Agreement will automatically renew for successive one-year periods (each one a “Term” or “renewal Term”) as follows:  No less than thirty (30) days from the anniversary of the Effective Date, VMP will send Customer a renewal invoice (“Renewal Invoice”) for the upcoming renewal Term.  Customer may terminate this Agreement upon expiration of the then-current Term by providing VMP with written notice of intent to terminate, which notice must be given no later than thirty (30) days after receipt of the Renewal Invoice. Alternately, Customer may request the addition or deletion, or modification of states included in the StateLink Information. If Customer fails to provide notice of intent to terminate or modify within the time frame specified above, this Agreement will automatically renew for an additional one-year Term, subject to the pricing and other terms specified in the Renewal Invoice. B. VMP may immediately: (1) terminate this Agreement, or (2) temporarily suspend Customer's access to the Service at any time if (a) Customer fails to pay the annual Subscription Fee when due, (b) Customer permits any unauthorized use of the Service, (c) Customer otherwise breaches the terms of this Agreement, or (d) any VMP agreement with a third party service provider is terminated and such termination directly affects VMP’s ability to deliver Services to Customer. This Agreement may also be terminated as specifically provided in other provisions of this Agreement.

C.  Effect of Termination.  On termination of this Agreement for any reason, Customer’s license and authority to use the Services and any part of them will end. On termination, VMP will immediately cancel all of Customer’s access codes and passwords, VMP will cease providing access to the Service and VMP will cease providing any other support for the Services. Customer agrees to immediately stop attempting to access or request the Services on termination and will uninstall and destroy all any copies, in any media, of the Services (particularly including the I-32 Software and VMP Form Overlays) or any part of them, except that Customer will be allowed to retain materials as reasonably necessary for archival purposes. At VMP’s request, Customer will return any documentation or other copies of the Services provided to Customer as part of this Agreement. Customer will remain liable for payment of all Services provided under this Agreement prior to the date of termination. The parties will continue to comply with surviving provisions of this Agreement after its termination as provided in Section VIII. J.          

Section V.  VMP Proprietary Interests and Copyright.

VMP and/or its licensors claim a proprietary interest and copyright in the Services and in any information included in the Services, including any information produced by the Services, their structure, sequence and organization. VMP further claims a proprietary interest in any manuals or help text provided in the Services or provided directly by VMP in conjunction with this Agreement. Customer acknowledges VMP’s proprietary and copyright interests and agrees not to take or permit any action to be taken which would compromise or dilute VMP’s proprietary or copyright interests. Without limiting the foregoing, Customer agrees that it will maintain all trademark, copyright or other proprietary legends and notices on any of the Services or portions of them that Customer copies or downloads, in any media, as may be allowed by this Agreement.  VMP reserves all rights in and to the Services and their contents unless otherwise expressly provided in this Agreement. Customer acknowledges that the provisions in this Section V are material to this Agreement; that any violation by Customer of VMP’s intellectual property rights may constitute immediate, irreparable harm to VMP, and Customer hereby agrees that VMP may in addition to all other available legal remedies, seek equitable remedies without requiring the posting of any bond or the proof of any monetary damages.

Section VI.  Warranty Provisions.

DISCLAIMER OF WARRANTIES.  THE SERVICES AND ANY RELATED MATERIALS AND ANY UPDATES TO THEM ARE BEING LICENSED TO CUSTOMER AS IS, AND VMP makes no warranty, express, implied, by description, by sample or otherwise and in particular and without limitation, makes no implied warranties of merchantability or fitness for a particular purpose as to the Service and its access, Contents or use.  VMP DOES NOT EXPRESSLY WARRANT OR GUARANTEE THE UTILITY OR LEGALITY OF THE SERVICES OR ANY PART OF THEM. CUSTOMER AND CUSTOMER'S LEGAL COUNSEL MUST MAKE THEIR OWN INDEPENDENT JUDGMENT ON THESE MATTERS. VMP does not warrant that THE SERVICEs and THEIR Contents are error-free, that defects will be corrected, that IT IS free of viruses or other harmful components, OR THAT INTERNET ACCESS WILL ALWAYS BE AVAILABLE. This Disclaimer of Warranties applies to the fullest extent permitted by law. Applicable law may not allow the exclusion of implied or other warranties, so the above Disclaimer of Warranties, or parts of it, will not apply to YOU to the extent that they are prohibitted by law.

Section VII.  Limitation of Liability and Damages.

A. Disclaimer of Consequential and Other Damages.VMP’s liability in contract, in tort, or otherwise arising out of or in any way in connection with the access, contents, use or performance of the SERVICES shall not include liability for any INDIRECT, special, incidental, consequential, PUNITIVE, OR EXEMPLARY damages, loss or expense including lost profits, LOSS OF GOODWILL, business interRuption, or other similar damages under any theory of liability, even if VMP has been advised of the possibility of such damages. This Limitation of Liability and Damages applies to the fullest extent permitted by law. 

B.  Limitation of Liability. In no event will VMP’s liability to Customer for all damages, losses, and causes of action whether in contract, tort (including negligence), or otherwise be more than the total amount of money VMP receives from Customer for Subscription Fees during the twelve month period immediately preceding the claim. No action, regardless of form, arising out of this Agreement, may be brought by Customer more than one year after the cause of action has occurred. For purposes of this Section VII, “VMP” includes its officers, directors, agents and employees and those of its parent companies.

C. Essential Provisions. The limitations of this Section VII constitute an essential part of this Agreement and VMP would not enter into this Agreement without them.

Section VIII.  General Provisions.

A. Relationship of Parties. The parties agree that VMP is not providing and cannot provide legal, tax, investment, financial or estate planning advice. Before using the Services in any way, Customer is advised to have its attorney review the Services to determine their legal sufficiency for Customer’s purposes.  Customer acknowledges that VMP is not authorized to practice law, nor may any of VMP’s officers, employees or agents provide legal counsel to Customer. Thus, any questions of a legal nature must be directed to Customer’s legal counsel for whom VMP has no obligation or liability. The following notice is required by law: 

The products and services of VMP and its parent company Wolters Kluwer Financial Services, Inc. ARE NOT A SUBSTITUTE FOR THE ADVICE OF AN ATTORNEY.

Additionally, nothing herein should be construed as creating a partnership, joint venture, franchise relationship, or custodial/trustee relationship, between VMP and Customer and/or its existing and prospective customers.    

B.   Force Majeure.  Neither party shall be liable to the other for any delay or failure in performance caused by acts beyond the non-performing party’s reasonable control and which could not have been prevented by the non-performing party with reasonable care. Any reasonable delay in performance caused by such acts will not be a default under this Agreement. 

C. Notices. Customer agrees that VMP and its service providers may send email notices to Customer related to features, functionality and use of the Services. Any other notices required by this Agreement shall be given in writing and delivered personally or by U.S. first class mail postage prepaid or courier service to VMP at the address on the first page of this Agreement or to Customer at the address provided in the StateLink Order Form. Either party may from time to time change its address for notification purposes by giving the other party written notice of the new address and the date it becomes effective. In addition, Customer will send a copy of any notice to VMP’s Corporate Legal Department at the address given in the beginning of this Agreement.

D. Governing Law. This Agreement shall be governed by the laws of the State of Minnesota without regard to any of its conflict of laws principles that would required the application of laws of a different state. This Agreement is also subject to the federal laws of the United States . The parties acknowledge that the terms of the Uniform Computer Information Transaction Act (UCITA) will not apply to this Agreement, regardless of the states in which the parties do business or are incorporated. Any disputes or controversies arising out of this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts in Minnesota . Each party hereby agrees to submit to the exclusive jurisdiction of the Minnesota courts.

E.  Indemnification. Customer agrees to indemnify VMP for any losses (including reasonable attorneys’ fees) that VMP incurs or sustains as a result of Customer’s failure to comply with the terms of this Agreement.

F.   Waiver. No failure of either party to strictly enforce any term, right, obligation or provision of this Agreement, or to exercise any option provided in this Agreement, will be construed as a waiver of the option, term, right, obligation or provision. 

G.   Severability. If any provision of this Agreement is held invalid or unenforceable, it will be deemed deleted from the Agreement and replaced by a valid and enforceable provision that, to the extent possible, achieves the parties’ intent in agreeing to the original provision. The remaining provisions of this Agreement will continue in full force and effect. 

H.  No Assignments or Sublicenses. This Agreement and any interests and rights granted in it may not be assigned, transferred, or sublicensed by Customer without VMP’s prior written consent, it being understood that VMP in its sole discretion may withhold such consent. Any assignment or transfer in violation of the foregoing will be of no effect as to VMP.  VMP may modify its fees and charges in response to changes from an authorized assignment or transfer. Either party may assign this Agreement to its parent, subsidiary, or any combination thereof, without prior consent of the other party so long as the other party receives written notice of the assignment in a reasonable time following the assignment. All terms and conditions of this Agreement, including assumption of all liabilities and obligations, apply to any assignment or transfer of this Agreement.

I.  Privacy Policy. The parties do not expect to share information in the performance of this Agreement that would be subject to the requirements of the Gramm-Leach-Bliley Act and its implementing regulations.

J.  Survival of Provisions.Termination of this Agreement will not relieve either party of any obligation it has to pay any amounts to the other that were earned or accrued prior to termination.  Provisions which by their nature are intended to be enforceable after termination will survive the termination of this Agreement. Such provisions include, but are not limited to, the parties’ obligations respecting non-use and non-disclosure of Confidential Information and non-infringement of intellectual property rights. 

K.  Right to Audit.  Customer agrees that VMP, or its authorized agent may, from time to time, audit Customer with respect to Customer’s compliance with the terms of this Agreement.  Customer will reasonably cooperate in such audits. VMP will agree to the reasonable terms of a separate confidentiality agreement covering audit activities if requested by Customer.  

L.   Equitable Relief. The rights granted to VMP in this Agreement are unique and proprietary to VMP. Customer acknowledges that VMP remedies at law for Customer's breach or threatened breach of this Agreement or any provision of it will be inadequate and that in addition to the other remedies at law or equity which may be available, VMP shall be entitled to seek equitable relief (including injunctive relief and specific performance) in the event of such a breach.

Section IX.  Entire Agreement, Amendment. 

This Agreement (which includes all StateLink Order Forms) contains the full and complete understanding of the parties and supersedes all prior representations, promises, statements, arrangements, agreements, warranties and understandings between the parties with respect to the subject matter hereof, whether oral or written, express or implied. VMP may amend the terms of this Agreement by providing Customer with thirty (30) days prior written notice of such amendment.  

 

By clicking “I Agree” you represent that you: (1) have read and understand the terms of this Agreement, (2) agree to be bound by the terms and conditions of this Agreement, and (3) have the authority to accept this Agreement on behalf of the financial institution or company “Customer” (as defined in this Agreement). If you do not understand or agree with all the terms and conditions of this Agreement or you do not have the authority to accept it on behalf of the “Customer”, you must click “I Disagree” and you will not be granted access to this product.