These Terms and Conditions apply to both corporate and individual users. However, for corporate Company and individual users, the Subscription Agreement executed by your company shall control your usage of TheRuleTool™. For corporate Company and individual users only, if there is any conflict between these Terms and Conditions and the Terms and Conditions listed on the Company Subscription Agreement, the terms of the Company Subscription Agreement shall govern.
Definitions:
“Company” is a corporate account where a Corporate Subscription Agreement controls the users.
“Individual User” is a singular user with an individual login.
“T3T” is Take Three Technologies, LLC.
“Subscription” is the agreement between the user and T3T wherein user has access to TheRuleTool™ in exchange for a monthly subscription fee paid by you or your company.
Licensing – by using the TheRuleTool™:
a. User understands and is authorized to use TheRuleTool™ solely for their individual business purposes.
b. User agrees not to reverse engineer, decompile, dismantle, analyze the underlying code, extract the underlying design or functionality, or otherwise attempt to discover the source code or underlying technology of TheRuleTool™.
Activation – TheRuleTool™ is available for immediate use once the user is issued a username by T3T and activates their account. You shall not share your login credentials issued by T3T with any third party. Each login and password shall have only one individual user associated with it and only said individual user shall have authorization to access said account.
Subscription Term - The term of the Subscription is monthly from the subscription start date and will automatically renew for successive one month renewal terms on the monthly anniversary of the Subscription Start Date.
Billing and Payment Information – For users under a corporate account, their company will be billed monthly. Individual users agree to provide T3T with full and complete credit card information upon application to T3T for TheRuleTool™ and their credit card charged monthly as described above.
6. Late Payments or Non-Payment - Any amounts due and owing that remain unpaid for any reason whatsoever after 30 days from the billing date will be subject to collection, and T3T will suspend the user’s account until payment is received. T3T reserves the right to terminate your agreement with T3T 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 on which the bill was due. In the event that the Credit Card or ACH payment information provided by the Company or individual user is no longer valid and payment is rejected for the current billing cycle, T3T will make commercially reasonable efforts to contact the company or individual user to obtain current billing information; however, it remains company or individual user's responsibility to keep all contact and billing information up to date at all times. Company or individual user will be liable for all collection costs, attorney and court costs and fees incurred because of past due payment or non-payment.
7. Changes to Pricing - T3T reserves the right to modify the Company or individual user’s monthly pricing at any time and for any reason. T3T will give 30 days’ notice of any intended pricing change. If Company or individual user has not objected to the notice, then they will be deemed to have accepted the pricing change, and this Agreement shall remain in full force and effect.
8. Termination of Subscription – Company or individual user may terminate their subscription to TheRuleTool™ at any time and for any reason by providing a written notice 30-days in advance, 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 Company or individual user’s subscription at any time and for any reason, including, but not limited to, any material breach of the terms of these Terms and Conditions, failure to cure said breach within the required time frame after receiving notice of said breach, non-payment of the monthly billing, misuse or misappropriation of any T3T intellectual property, and misuse or misappropriation of any of TheRuleTool™ technology.
9. Intellectual Property – Company or individual users 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. Company or individual user shall not copy or otherwise reconfigure or reverse-engineer TheRuleTool™ or any other accompanying software supplied by T3T and acknowledges that TheRuleTool™ is the proprietary and Intellectual property of T3T.
10. Support - T3T will provide support services to Company and individual users by way of email and telephone support. You understand and acknowledge that, in using any support function of T3T, whether currently in use or future methods, you 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, you shall not provide any of the following information to T3T: Personal Private Information of 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 underwriting in making a credit decision.
11. Indemnification:
a. T3T shall indemnify, defend, and hold Company and individual user harmless from any claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising regarding any allegation that TheRuleTool™ infringes any third party’s intellectual property rights. As a condition precedent to this indemnity obligation, the Company or individual user shall immediately tender a copy of the claim to T3T and allow T3T to assume the defense of such claim(s). Said copy shall be sent to support@theruletool.com. Company and individual user shall fully and timely cooperate with T3T in any defense effort regarding such claim. In the event Company and individual user 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 the Subscription and refund Company and individual user an amount equal to any unearned license fees paid in advance, if any.
b. Notwithstanding the above, Company and individual user 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 Company and individual user’s unauthorized use of TheRuleTool™ and/or the Company and individual user’s actions violate, are contrary to, these Terms and Conditions
12. LIMITATION OF LIABILITY - EXCEPT AS EXPRESSLY STATED IN THESE TERMS and CONDITIONS, TAKE THREE TECHNOLOGIES PROVIDES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTIES THAT THERULETOOL™ IS FREE OF ERROR(S), WILL OPERATE WITHOUT INTERRUPTION, AND IS COMPATIBLE WITH ALL EQUIPMENT. NO INFORMATION, DOCUMENTATION, OR ADVICE, WHETHER WRITTEN OR ORAL, FROM TAKE THREE TECHNOLOGIES WILL BE CONSTRUED AS CREATING ANY WARRANTY.
a. Company and individual user understands and acknowledges that T3T and TheRuleTool™ are providing no underwriting guidance but are simply providing an online database containing agency guidelines. Company and individual user shall not make any underwriting or credit decision solely based on information provided by T3T and TheRuleTool™. The information provided must be vetted and assessed by the Company and individual user's underwriter, underwriting department, and/or any third party delegated underwriting authority of Company and individual user to ensure applicability to specific loan(s).
13. Miscellaneous:
a. Entire Agreement – These Terms and Conditions constitute the entire agreement between T3T and the Company and individual user. All prior terms and conditions, agreements, discussions, negotiations, and commitments, whether oral, written or otherwise, related to TheRuleTool™ are superseded by these Terms and Conditions.
b. Modifications – These Terms and Conditions shall only be modified by T3T. Notice may be given to Company and individual user; however, Company and individual user shall be responsible for regularly monitoring these Terms and Conditions on TheRuleTool™ website for any changes thereto.
c. Choice of Law - 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. The state courts of Denver or the federal district court in Denver shall be the venue for any adjudication proceedings. Both T3T and Company and individual user waive any jurisdictional objections and submit to the jurisdiction of the venues. Both parties waive their right to adjudication by a jury. The prevailing party in any such action shall be entitled to the remuneration by the non-prevailing party of the prevailing party’s legal costs which include but are not limited to court costs and fees, attorney’s costs, and fees (including any in-house legal professional), and expert witness costs and fees.
d. Severability - If any clause or provision of these Terms and Conditions is found to be illegal or unenforceable for any reason by a court mentioned in 13(c) above, such clause or provision shall be modified to the extent necessary to make these Terms and Conditions legal and enforceable, or, due to the inability to modify said clause or provision, the said clause or provision shall be severed from these Terms and Conditions to allow the remaining Terms and Conditions to remain in full force and effect.
e. Non-exclusivity - Company and individual user understands and acknowledges that T3T may enter similar Subscriptions with other companies or individuals, some of which may be direct competitors of Company and individual user. Company and individual user acknowledges all such conflicts.