Version 1.3
PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS
OF THE REGULATORCONNECT USER AGREEMENT. IF YOU AGREE TO BE BOUND BY
ALL OF THE TERMS AND CONDITIONS, CLICK THE APPROPRIATE BOX WHERE
INDICATED BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS,
DO NOT CLICK THE BOX AND DO NOT USE THE SERVICES.
IMPORTANT: THIS REGULATORCONNECT® USER AGREEMENT ("Agreement") IS A LEGALLY BINDING AGREEMENT BETWEEN THE END USER (EITHER AN INDIVIDUAL OR A BUSINESS ENTITY, "You", "Your") AND LOGICEASE SOLUTIONS INC. DBA COMPLIANCEEASE ("ComplianceEase"), A SUBSIDIARY OF SITUSAMC HOLDINGS CORPORATION. BEFORE USING ANY COMPLIANCEEASE SERVICES, YOU SHOULD CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING THE BOX "I ACCEPT THE TERMS AND CONDITIONS OF REGULATORCONNECT®'S USER AGREEMENT" AT THE BOTTOM OF THE USER REGISTRATION PAGE AND USING THE SERVICES, YOU ARE CONSENTING TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CLICK ON THE BOX "I ACCEPT THE TERMS AND CONDITIONS OF REGULATORCONNECT®'S USER AGREEMENT" AT THE BOTTOM OF THE USER REGISTRATION PAGE. PLEASE NOTE THAT YOU WILL NOT BE PERMITTED TO USE REGULATORCONNECT® UNLESS YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. Description of Service. The RegulatorConnect® Portal (the "Portal") will assist lenders or other audited entities (each, a "Covered Entity") in the formatting and transmission of loan data and information ("Data") required by the regulatory agency or agencies ("Regulator") conducting the audit or examination of such Covered Entity. Covered Entities may use the tools available in the Portal to assist in the formatting of electronic Data, and in the validation of such Data formatting, as required by the Regulator. Covered Entities may also use the Portal as a means for transmitting electronic Data to Regulators for use in the examination process. Technical support for RegulatorConnect, please submit a support ticket through the Help tab on the Portal.
2. License. Subject to the terms of this Agreement, ComplianceEase hereby grants to You a limited, nontransferable, nonexclusive, non-sublicensable, royalty-free license ("License") to access and use the Portal as set forth herein, and to access and use the documents and materials available in the Portal ("RC Materials") in connection with Your use of the Portal. No other license or right in or to the Portal or the RC Materials is granted nor shall be implied by this Agreement.
3. Data. Once the Data has been properly formatted and validated, Covered Entities desiring to transmit Data to Regulators through the Portal will upload Data files to the Portal in accordance with the instructions provided by ComplianceEase and will identify the Regulator(s) authorized to download such Data. Data uploaded to the Portal shall be retained by the Portal only until the earlier to occur of (i) download of such Data from the Portal by the Regulator, or (ii) fourteen (14) days from the date of upload; provided, that ComplianceEase may retain the Data in the Portal for longer than fourteen days upon request ("Extension Request") of the Regulator. Once the Data has been downloaded by the Regulator, or at either the end of the fourteenth day following the date of upload if not sooner downloaded by the Regulator or the end of the time period specified in an Extension Request, such Data will be irretrievably deleted from the Portal and destroyed. Data uploaded to the Portal will be stored on AWS or other reputable cloud-based hosting service until deletion in accordance with the foregoing.
4. Data Protection.
(a) You and your Representatives (as defined below) shall, (i) treat Restricted Information (as defined below) as strictly confidential and not disclose such information to any third party or Representative, except those Representatives who are required to have such information in order to perform their responsibilities in the ordinary course of business relative to the purposes of this Agreement, (ii) use all commercially reasonable efforts to safeguard such information from unauthorized use or disclosure, and (iii) not use or permit use of such information other than in the course of carrying out the contemplated purposes of this Agreement.
(b) "Representatives" means employees, service providers, affiliates and agents and their respective employees. "Restricted Information" means all Data, the RC Materials, and any other information or data, whether in written, oral, or electronic form, that is confidential and/or proprietary to You or to ComplianceEase (or a third party from which ComplianceEase or You have obtained such information). Restricted Information includes but is not limited to (a) copyrights, trade secrets, trademarks, service marks, trade names and dress, patents, and applications relating to the same, domain names, proprietary software, code, files, materials, data, methodologies, methods, know-how, concepts, ideas, formulae, inventions, processes or procedures used in the provision of Services, including without limitation all related written, magnetic, or recorded information, documents, or materials, data, and graphics, and (b) all information relating to Your or ComplianceEase's business, finances, marketing, products, services, customers or other third parties, or manner of operation. Restricted Information also includes, if and to the extent provided to ComplianceEase, any Consumer Information. "Consumer Information" means nonpublic personal information (as defined in the Gramm-Leach-Bliley Act of 1999 and the regulations promulgated thereunder, as the same may be amended from time to time (the "GLBA")) about consumers provided by You to ComplianceEase.
(c) Without limitation of the foregoing provisions, with respect to any ComplianceEase Restricted Information, You agree not to (i) copy, duplicate or otherwise reproduce any such Restricted Information, except for archival purposes or as necessary to allow Your Representatives to use such Restricted Information pursuant to this Agreement; (ii) modify or create derivative works or improvements based upon such Restricted Information or any portion thereof, or seek to obtain intellectual property protection in such Restricted Information or any portion thereof, (iii) remove or alter any product identification, trademark, copyright, confidentiality, proprietary or other notice affixed to or embodied within any such Restricted Information; or (iv) use any such Restricted Information for any purpose or in any manner inconsistent with this Agreement.
(d) Notwithstanding anything else set forth in this Agreement, you may not disclose any ComplianceEase Restricted Information to any vendor of automated compliance products, services or a direct competitor of ComplianceEase.
(e) ComplianceEase does not require, and does not anticipate that any Regulator will require, the transmission of Consumer Information through the Portal, and You are advised not to upload any such information to the Portal. In the event that a Regulator does require the provision of Consumer Information, however, ComplianceEase acknowledges that it has implemented and will maintain appropriate measures meeting the applicable requirements under the GLBA designed to (i) ensure the security and confidentiality of Consumer Information; (ii) protect against any anticipated threats or hazards to the security or integrity of Consumer Information; and (iii) protect against unauthorized access to or use of Consumer Information that could result in substantial harm or inconvenience to any consumer.
(f) The confidentiality obligations set forth above shall not apply to information that the recipient can demonstrate with competent proof (i) was already in the recipient's possession without restrictions on disclosure prior to the time of disclosure under this Agreement, (ii) is or becomes generally available to the public other than as a result of a breach of this Agreement, (iii) is independently developed by the recipient without any use of or reference to the Restricted Information, or (iv) becomes available to the recipient on a non-confidential basis from a source that, to the best of the recipient's knowledge after due inquiry, is not prohibited from disclosing such information.
(g) The recipient may make disclosures of Restricted Information to the extent required by applicable law, rule, regulation, order or written demand of a Regulator (a "Disclosure Requirement"); provided, that the recipient shall (i) if legally permissible, notify the discloser as promptly as practicable of the Disclosure Requirement, (ii) at the discloser's expense, use commercially reasonable efforts to limit disclosure and obtain confidential treatment or a protective order, or reasonably cooperate with the discloser in obtaining such remedy, and (iii) if necessary, provide consent so that the discloser may participate in any proceeding related to the Disclosure Requirement. The parties agree that in the event of an impending or existing violation of any provision of this Section 4, the discloser shall be entitled to immediate injunctive relief prohibiting such violation, without the necessity of posting bond, in addition to any other rights and remedies available to it. In the event the ComplianceEase and You are parties to a mutual confidentiality or nondisclosure agreement (a "NDA"), then except as expressly provided herein, nothing in this Section 4 shall supersede or limit the terms of such NDA, but nor shall the NDA limit any terms hereof that are more protective of Restricted Information than those set forth in the NDA.
5. Disclaimers. THE PORTAL AND RC MATERIALS ARE PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE" AND NO WARRANTY OF ANY KIND IS GIVEN HEREUNDER. COMPLIANCEEASE DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PORTAL AND RC MATERIALS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, LACK OF NEGLIGENCE, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL COMPLIANCEEASE BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER PECUNIARY LOSS, OR LOSS OF DATA OR INFORMATION) ARISING FROM OR RELATED TO THE USE, MISUSE OR PERFORMANCE OF THE PORTAL OR RC MATERIALS, EVEN IF COMPLIANCEEASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPLIANCEEASE'S LIABILITY FOR ANY CLAIM RELATED TO THE PORTAL OR RC MATERIALS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, EXCEED THE CHARGES, IF ANY, PAID BY YOU TO COMPLIANCEEASE HEREUNDER. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION 5 IS AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
6. Miscellaneous.
(a) Either ComplianceEase or You may terminate this Agreement at any time upon written notice to the other party. Upon termination of this License, you shall immediately cease use of the Portal and RC Materials and return all copies thereof in your possession to ComplianceEase. This Agreement (and the NDA, if any) constitutes the entire agreement between ComplianceEase and You with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter. This Agreement may not be altered, amended, modified, or otherwise changed in any respect except with the written consent of ComplianceEase. No waiver by ComplianceEase of any rights pursuant to this Agreement shall be effective unless set forth in a writing delivered to You. Each party agrees that it has negotiated and reviewed this Agreement and that any rule of construction or interpretation requiring resolution of any ambiguities in this Agreement against the drafting party shall not apply in the construction or interpretation of this Agreement. You may not assign this Agreement or Your rights and obligations hereunder without the written consent of ComplianceEase.
(b) You agree that in the event of an impending or existing violation of any provision of this Agreement, ComplianceEase shall be entitled to immediate injunctive relief prohibiting such violation, without the necessity of posting bond, in addition to any other rights and remedies available to it. In the event that a dispute arises either directly or indirectly out of this Agreement, then and in the event that arbitration, suit or action is instituted to enforce or interpret the terms of this Agreement, the prevailing party in such arbitration, suit or action, or on the appeal of such arbitration, suit or action, shall be entitled to an award of its reasonable attorneys' fees as set by the arbitrator or court before which the matter is heard or appealed, and their costs, including reasonable attorney fees and costs in collection of any judgment.
(c) You agree to indemnify, defend and hold harmless ComplianceEase from and against all damages and costs, including reasonable attorneys' fees, awarded against ComplianceEase or settled upon and arising from (i) claims related to your use of the Portal and/or RC Materials, or (ii) For third party claims related to your breach of any of your obligations to, or violation by you of the rights of, any consumer or other third person.
(d) In the event that any provision of this Agreement or the application of any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect and this Agreement shall be interpreted as to conform such invalid provision(s) to the requirements of law. This Agreement and all actions for the breach thereof will be governed, construed, and interpreted in accordance with the laws of the State of New York without regard to or application of choice of law rules or principles. Sections 4, 5 and 6 of this Agreement shall survive any termination hereof.
If You accept all terms and conditions of the above LogicEase Solutions Inc. RegulatorConnect® User Agreement, CLICK THE BOX "I ACCEPT THE TERMS AND CONDITIONS OF REGULATORCONNECT®'S USER AGREEMENT" AT THE BOTTOM OF THE USER REGISTRATION PAGE. If You do not accept, just close this window and terminate the registration process.
