Terms & Conditions

1. Licensing Subscription Agreement - By signing this Agreement, Customer is entering into a revocable, non-exclusive, non-transferable, and royalty free Licensing Subscription Agreement (the "Agreement") with Take Three Technologies ("T3T") for individual user licenses. Said license(s) grant the limited right to use TheRuleTool in accordance with the terms and conditions of this Agreement and the Terms and Conditions listed on the user site. Customer, for purposes of this Agreement includes the Company and all associated users under this Agreement or the individual user who is a party to this Agreement.

a. Customer is authorized to use TheRuleTool solely for your internal business purposes for the Customer Account identified above.

b. If there is any conflict between this Agreement and the Terms and Conditions listed on the user site, the terms of this Agreement shall govern.

2. Activation -- TheRuleTool is available for immediate use once the user log-on(s) and password(s) are issued and the user activates their account. Customer shall not share the log-on(s) and password information issued by T3T with any third party, including any individual inside of Customer's organization, except T3T's support desk. Each log-on and password shall have only one (1) user associated with it and only said user has authorization to access said account.

3. Subscription Term - The term of this Agreement is one (1) year from the subscription start date and will automatically renew for successive one (1) year renewal terms on the annual anniversary of the Subscription Start Date.

4. Per User Cost -$20.00/per user

a. TMC Member Discount - Members of The Mortgage Collaborative ("TMC") are eligible for the TMC Member Discount. For as long as the Customer remains a TMC member, the TMC Member Discount will be applied against each month's billing as described in Section 5 below. If Customer terminates their TMC Membership or is removed from TMC Membership for any reason, the TMC discount will no longer apply and pricing will revert to the T3T Standard Cost per user. T3T will use TMC's monthly membership roster as its sole and only method of determining TMC Member Discount eligibility.

b. User Discounts - Discounts on the per user price noted above in this Section 4 may be available to Customer if Customer meets certain user minimums. Any user discount offered by T3T to Customer, if any, is in the sole discretion of an authorized T3T representative. This per user discount cannot be combined with any other discount offered by T3T.

c. 30 Day Free Trial - T3T will provide to Customer access to TheRuleTool on a 30 Day Free Trial basis. For purposes of this Agreement, Day shall mean calendar day; and for clarity, the 30 Day Free Trial Period shall end 30 calendar days from execution of the Agreement (ex. If Agreement is signed on April 1, the 30 Day Free Trail Period ends on April 30). Upon completion of the 30 Day Free Trial Period, unless otherwise cancelled by Customer as outlined in Section 4 of the Agreement, Customer will be billed as outlined in the Agreement and Attachment 1. For more information on billing, please see Section 4 of the Agreement.

i. Cancellation -- If Customer elects not to continue using TheRuleTool after the 30 Day Free Trial Period, Customer must cancel the Agreement, including any and all relevant Addenda thereto, by providing written notice to: support@theruletool.com. T3T must receive notice of cancellation no later than day 30 of the 30 Day Free Trial Period; otherwise, Customer will be billed according to the Agreement.

ii. Payment Information - Customer agrees to provide T3T with full and complete Payment Information contained in Attachment 1 to the Agreement upon execution of the Agreement.

5. Billing - Customer will be billed at the beginning of each month for each user under Customer's Subscription. Customer will be billed on a per user basis reduced by any applicable discount. T3T will produce a monthly invoice summarizing all charges due, and e-mail it to the Customer Contact E-Mail on file. Customer is responsible for paying for all users that are on the Customer Account as of the last day of the preceding month.

6. Late Payments or Non-Payment - Any amounts invoiced that remain unpaid after 30 days from invoice date will be subject to collection and T3T will suspend the Customer Account until payment is received. T3T reserves the right to terminate this Agreement at its sole discretion due to any unpaid balance. A late fee of 5% of the outstanding balance will be assessed by T3T as of the 15th day of the month in which the bill was due. In the event that the Credit Card or ACH payment information provided by the Customer is no longer valid and payment is rejected for the current billing cycle, T3T will make commercially reasonable efforts to contact the Customer Contact to obtain current billing information; however, it remains Customer's responsibility to keep all contact and billing information up to date at all times. Returned checks will be subject to a return check fee of $50.00. Customer will be liable for any and all collection costs incurred as a result of late payment or non-payment.

7. Changes to Pricing - T3T reserves the right to modify per user cost at any time and for any reason. T3T will give Customer a 30 day notice of any intended pricing increase. customer may terminate this Agreement per Section 8 below. If Customer has not provided notice of termination pursuant to Section 8 below within 30 days after receipt of the pricing change notice, Customer will be deemed to have accepted the pricing change and this Agreement shall remain in full force and effect.

8. Termination of Agreement - Customer may terminate this Agreement at any time and for any reason by providing written notice, either physically by direct mail to Take Three Technologies, Attn: Rule Tool Cancellations, 1080 Cherokee Street, Denver, CO 80204 or electronically at support@theruletool.com. T3T may terminate this agreement at any time and for any reason, including, but not limited to, any material breach of the terms of this Agreement, failure to cure said breach within the required time frame after receiving notice of said breach, non-payment of the monthly billing, misuse and/or misappropriation of any T3T intellectual property, misuse and/or misappropriation of any of TheRuleTool technology, any violation of the terms of this Agreement, and any violation of the Terms and Conditions listed on the user site.

9. Intellectual Property -

a. Of T3T -- Customer shall not use any T3T's trademarks, copyrights, or other intellectual property, including TheRuleTool mark, for any commercial advertisement or other commercial purpose without the prior express written consent of T3T. Customer shall not copy or otherwise reconfigure or reverse-engineer TheRuleTool or any other accompanying software supplied by T3T to Customer. By signing this Agreement, Customer acknowledges that TheRuleTool is the proprietary property of T3T.

b. Customer's Marks - T3T desires to display Customer's logo, trademark, or other brand identifier ("Customer's Mark") on promotional material, including online, in connection with TheRuleTool and to identify Customer as a user of TheRuleTool. Customer may, at Customer's option, provide T3T with Customer's Mark(s) for T3T's use in connection with said promotional material. If Customer provides to T3T at the time this Agreement is executed any Customer Mark(s) to be displayed on T3T's promotional material for TheRuleTool, Customer shall in effect grant to T3T a limited, non-exclusive, royalty free license to use Customer's Mark(s). Except as otherwise provided herein, Customer grants to T3T no right, title, or interest in or to any Customer's Mark(s). T3T shall not alter, modify, or in any way disparage Customer's Mark(s) through its display of Customer's Mark(s) and will not use Customer's Mark(s) except as set forth in this Section 9.

10. Overlays - Customer represents and warrants that Customer is authorized to access the investor guidelines and overlays Customer has listed as approved investors. Customer represents and warrants that Customer shall not provide to T3T any Confidential Variance(s) Customer may have specific to Customer's organization. T3T will not display any Confidential Variance(s) of Customer on TheRuleTool.

11. Support - T3T will provide support services to Customer including by way of email and telephone support. T3T may provide additional support options, such as an online chat room, in the future. Customer understands and acknowledges that in using any support function of T3T, whether currently in use or future methods, Customer may not use offensive language, make derogatory statements, or otherwise engage in acts that would offend a reasonable person. Additionally, in using the support options, Customer shall not provide any of the following information to T3T: Personal Private Information of Customer's Borrowers, including, but not limited to, name, address, social security number, income, credit score, criminal background information, and foreclosure or bankruptcy information; Loan Level Details, including, but not limited to, property address, property value, or loan amount; or Credit Level Details, including, but not limited to, any information used by Customer and/or Customer's underwriting in making a credit decision.

12. Indemnification - T3T shall indemnify, defend, and hold Customer harmless from any claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising regarding any allegation that TheRuleTool infringes any third party intellectual property rights. As a condition precedent to this indemnity obligation, Customer shall immediately tender a copy of the claim to T3T and allow T3T to assume the defense. Customer shall fully and timely cooperate with T3T in any defense effort regarding such claim. In the event Customer is no longer permitted to use or is limited with respect to certain aspects of TheRuleTool, T3T shall either perform such work as necessary to revise the infringing work product to remove the infringing material, or shall terminate this Agreement and refund Customer an amount equal to any unearned license fees paid in advance.

a. Notwithstanding the above, Customer will indemnify, defend, and hold T3T harmless, including its officers, owners, employees, agents, and the like from any claims, demands, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or relating to T3T's display of Customer's authorized investor guidelines and overlays.


a. Customer understands and acknowledges that T3T and TheRuleTool are providing no underwriting guidance, but are simply providing an online database to house agency guidelines with Customer's investor overlays. Customer shall not make any underwriting or credit decision solely based on information provided by T3T. The information provided must be vetted and assessed by Customer's underwriter, underwriting department, and/or any third party delegated underwriting authority of Customer to ensure applicability to specific loan(s).

14. Miscellaneous

a. Entire Agreement - This Agreement, including any and all attachments and addendums, as well as the Terms and Conditions listed on the user site, constitute the Entire Agreement between T3T and Customer. All prior agreements, discussions, negotiations, and commitments, whether oral, written or otherwise, related to TheRuleTool are superseded.

b. Modifications - This Agreement shall only be modified by a written agreement, validly executed and agreed to by T3T and Customer.

c. Choice of Law - Any and all disputes arising out of or relating to this Agreement or its subject matter will be governed by the laws of the state of Colorado.

d. Arbitration Provision - Any and all disputes arising out of or relating to this Agreement will be submitted to JAMS binding arbitration. Arbitration shall be conducted in Denver, Colorado, or at any other location as required by law, before a sole arbitrator, in accordance with the laws of the State of Colorado for agreements entered into and to be performed in Colorado. Judgement on the Award may be entered into in any court having jurisdiction.

e. Severability - If any clause or provision of this Agreement is found to be illegal or unenforceable for any reason, such clause or provision shall be modified to the extent necessary to make this Agreement legal and enforceable, or, in the alternative, the clause or provision shall be severed from this Agreement to allow this Agreement to remain in full force and effect.

f. Assignability - Customer shall not assign this Agreement without the prior express written consent of T3T. In the event of a merger, consolidation, or acquisition involving Customer Account listed above, Customer must notify T3T within five (5) business days of such merger, consolidation, or acquisition. Customer shall provide T3T with a written request to either terminate or assign the Customer Account listed above due to merger, consolidation, or acquisition. Such notice shall be sent either physically by direct mail to Take Three Technologies, Attn: Support, 1080 Cherokee Street, Denver, Colorado 80204 or electronically at support@theruletool.com. If T3T does not receive notice of the merger, consolidation, or acquisition affecting the Customer Account listed above, T3T may, at its discretion, suspend or terminate this Agreement without notice.

g. Non-exclusivity - Customer understands and acknowledges that T3T may entered into similar Agreements with other companies and/or individuals, some of which may be direct competitors of Customer. Customer also understands and acknowledges that any discount offered to Customer above may also be offered to other companies and/or individual users. Customer waives any such conflicts.