BETTERLOANOFFICERS.COM END-USER LICENSE AGREEMENT
BEFORE CONTINUING, READ THE FOLLOWING AGREEMENT CAREFULLY.
THE FOLLOWING DESCRIBES THE TERMS ON WHICH ETHOS PARTNERS, LLC (“ETHOS”) OFFERS YOU ACCESS TO AND USE OF OUR WEBSITE AT WWW.BETTERLOANOFFICERS.COM AND ITS ASSOCIATED SERVICES (the “Website”). ACCESSING THE WEBSITE, AND CLICKING THE “I AGREE” BUTTON, MEANS YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE THE WEBSITE.
1. LICENSE. Subject to the terms and conditions of this Agreement, Ethos hereby grants you a nonexclusive, nontransferable, worldwide license (the “License”) to access and to use the Website solely for the purpose of creating and promoting your loan officer profile (“Profile”) and soliciting consumer reviews (the “Intended Purpose”). All rights not expressly granted to you are reserved by Ethos. You acknowledge that you must provide any hardware, software or services necessary to access and operate the Website.
2. ACCESS CREDENTIALS. Ethos shall provide you with the ability to create a unique user name and password (your “Access Credentials”) to access the Website. You agree to keep your Access Credentials confidential and not to disclose the Access Credentials to any third party, nor allow any third party to use the Access Credentials to access the Website. You agree to notify Ethos immediately of any unauthorized use of the Access Credentials or access to the Website.
3. PROHIBITED CONDUCT. You shall not (a) modify, copy, download, transmit, translate, reverse engineer, decompile, recompile, distribute, perform, reproduce, publish, license, transfer, sell, or otherwise use the Website in any way other than for the Intended Purpose; (b) use the Website in any manner that could disable, overburden, or impair any server, or interfere with any other person’s use and enjoyment of the Website and shall not obtain or attempt to obtain any materials or information through any means not intentionally made available by Ethos; (c) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (d) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or which violates a third party’s personal, intellectual property or privacy rights; (e) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; or (f) monitor or collect information regarding the internet traffic associated with the Website, including but not limited to, any statistical information concerning the Website and its users.
4. YOUR PROFILE PAGE AND PAYMENT. In consideration for the License to access and use the Website you agree to pay the monthly or annual service fees selected when you create your Profile page (collectively the “License Fee”). You agree to pay, or reimburse Ethos for, all sales, use, excise, value-added and gross receipts taxes (collectively “Taxes”) that may be imposed based on your use of the Website. The License Fee shall be deducted automatically from the credit card (or other account) provided when you create your Profile page. The License Fee shall be deducted at the start of the License term you select, monthly or annually, when you create your Profile page. Any late payments of the License Fee may be subject to a late fee equal to eighteen percent (18%) per month, or, if less, the maximum amount allowed by applicable law. You agree to pay any collections fees, including reasonable attorney’s fees, incurred by Ethos in collecting, or attempting to collect, fees you owe.
5. TERM AND TERMINATION. The Agreement and the License granted herein is effective for either one (1) month or one (1) year from the date you create your Profile page, depending on your selection when creating your account. Whichever term, monthly or yearly, applies to you, based on your selection, shall be referred to in this agreement as the “License Term.” The License Term shall automatically renew for an additional term of equal length, unless you provide us with notice no less than fifteen (15) days prior to the end of the then current License Term. We have the right, in our sole discretion, to terminate this Agreement and the License, without refund to you, immediately upon any breach of this Agreement by you. Upon the termination or non-renewal of your License Term, your License shall immediately terminate and Ethos shall have the right to deny you access to the Website. If your account is terminated, Ethos may, but shall not be obligated to, retain any information associated with your use of the Website, including but not limited to, your profile and reviews.
6. NONPAYMENT AND SUSPENSION. Ethos reserves the right to suspend or terminate this Agreement and your License to access and use the Website if your account becomes delinquent. If your account is suspended, Ethos may, but shall not be obligated to, retain any information associated with your use of the Website, including but not limited to, your profile and reviews. In the event your account is terminated or suspended due to a delinquent payment, Ethos reserves the right to require you to pay a re-connection fee.
7. RIGHT TO INCREASE FEES. Upon the renewal of your License Term, Ethos reserves the right to adjust the License Fee at its discretion, but shall provide you with notice of any change in the License Fee no later than forty-five (45) days in advance of the end of the your current Term.
8. CUSTOMER RESPONSIBILITIES. You are responsible for all activity occurring under your Access Credentials and you shall abide by all applicable local, state, national, and foreign statutes, treaties and regulations in connection with your use of the Website, including those related to data privacy, international communications, the transmission of technical or personal data, and export controls.
9. WEBSITE CONTENT. You acknowledge and agree that (a) the Website permits consumers to independently post content (“Consumer Content”), including reviews, that may relate to their interaction with you; (b) the Consumer Content may be about you and may be negative, inaccurate or incorrect and you or other third parties may find some Consumer Content offensive; (c) Ethos does not have any obligation to screen Consumer Content; (d) Ethos may remove certain Consumer Content from the Website in its sole discretion, but will not remove Consumer Content simply because you (or the consumer responsible for the Consumer Content) request that such content be removed from the Website; (e) you will not yourself, or through a third party, cause or encourage the dissemination of false or fake reviews through the Website; (f) you will not yourself, or through a third party, cause or encourage the dissemination of negative reviews about third parties through the Website.
10. INTELLECTUAL PROPERTY OWNERSHIP. (a) Ethos shall exclusively own all right, title, and interest, including all related intellectual property rights, including but not limited to, all copyrights, patents, trademarks, trade secrets or other technology, in and to the Website, the Consumer Content and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the Website; (b) You acknowledge that you will not in any way, directly or indirectly, do or cause to be done, any act or thing contesting or which would reasonably be known to impair or tend to impair any part of Ethos’s (and, where applicable, its licensors’) intellectual property rights in the Website or Consumer Content. You shall not represent that you have any ownership in Ethos’s intellectual property rights in the Website. You agree that you will not, directly or indirectly, during the License Term or thereafter, attack the validity, or Ethos’s ownership, of intellectual property rights in the Website or attack the validity of the License granted herein.
11. YOUR PROFILE AND CONSUMER CONTENT. You acknowledge and agree that all of the content displayed on the Website, including any profile about you or Consumer Content related to you, is the property of Ethos. We may continue to display such information after the termination of this Agreement or the License. You agree that Ethos may collect and use technical data and related information, including but not limited to, technical information about your devices, systems, application software, and peripherals which operate, or are operated by, the Website and which are gathered periodically to facilitate the provision of software updates, product support, and other products.
12. SUPPORT. Ethos agrees to provide you with email-based support service through which Ethos agrees to address Errors in the Website. “Error” means an error in the Website which causes a failure of the Website to conform to the representations made by Ethos and which negatively and materially impacts the performance of the Website. Ethos shall not be required to provide you with instruction on proper use or setup of the Website. Ethos shall use its best efforts to respond to all email inquiries within two (2) business days, but makes no representation and does not warrant that it will respond to your inquiry within any specific period of time.
13. NO WARRANTY YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ETHOS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. ETHOS DOES NOT WARRANT THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE WEBSITE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ETHOS OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
14. INDEMNIFICATION . You shall indemnify and hold Ethos, its licensors and Ethos’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, actions, proceedings, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with this Agreement, your breach of this Agreement or the use or misuse of the Website by you or any third party using your Access Credentials.
15. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL ETHOS AND/OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, DAMAGE TO YOUR REPUTATION, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE WEBSITE, EVEN IF ETHOS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL ETHOS BE LIABLE TO ANYONE FOR ANY DAMAGES IN EXCESS OF THE COSTS PAID BY YOU FOR THE LICENSE GRANTED UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS WHICH PRECEDED THE EVENT WHICH GAVE RISE TO SUCH DAMAGES.
16. GENERAL TERMS.
(a) Independent Contractor.
It is understood and agreed that you and Ethos will act solely as independent contractors. Nothing in this Agreement will be construed to create an employment relationship, a partnership or a joint venture between you and Ethos. You and Ethos are not agents of each other, and have no authority to bind, represent, or speak for each other or their respective divisions, subsidiaries, or affiliates.
(b) No Assignment. You may not assign this Agreement, transfer or sublicense any of the rights granted under this Agreement. Any such attempt by you shall be null and void, and shall constitute a material breach of this Agreement.
(c) Force Majeure. Ethos or its licensors shall not be liable for any failure of performance of the Website due to causes beyond its reasonable control, including but not limited to: (i) acts of God, terrorism, fire, flood or other catastrophes; (ii) any statute, order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; (iii) national emergencies, insurrections, riots, wars; (iv) unavailability of Internet connectivity; or (v) strikes, lock-outs, work stoppages, or other labor difficulties.
(d) Governing Law and Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Minnesota, U.S.A. without giving effect to its principles of conflicts of laws. The Parties hereto irrevocably agree that any legal action or proceeding with respect to this Agreement shall be brought exclusively in the state or federal courts of [What County?], [State?], U.S.A.; provided, however, that any such action or proceeding by Ethos against you may also be brought in any court of competent jurisdiction where you or any of your assets may be located. By the execution of this Agreement, you irrevocably submit to the jurisdiction and venue of such courts.
(e) No Waiver. All waivers hereunder must be in writing, and no failure by either party to enforce any rights hereunder shall constitute a waiver of such rights then or in the future.
(f) Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the economic intent of the Parties, and the remainder of this Agreement will continue in full force and effect.
(g) Headings. The paragraph headings and captions of this Agreement are included merely for convenience of reference. They are not to be considered part of, or to be used in interpreting this Agreement and in no way limit or affect any of the contents of this Agreement or its provisions.
(h) Survival. The provisions of this Agreement that by their nature continue and survive shall survive any expiration or termination of this Agreement.
(i) Entire Agreement. This Agreement constitutes the entire understanding of the parties related to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written or oral, regarding such subject matter. This Agreement may only be amended or modified in writing signed by authorized representatives of each party.
(k) Notice. All required notices shall be given in writing and sent to Ethos at: Ethos Partners, LLC, 10685-B Hazelhurst Dr. #16244, Houston, TX 77043 and to you at the contact information you provide when setting up your Profile page.