ADFINET on the Web Licensing Agreement
Redistribution Or Rental Not Permitted
BY CLICKING THE ACCEPTANCE BUTTON OR USING ADFINET ON THE WEB AND THE
INFORMATION PROVIDED BY ADFINET, INC. (THE "PRODUCT"), THE INDIVIDUAL OR
ENTITY LICENSING THE PRODUCT ("LICENSEE") IS CONSENTING TO BE BOUND BY AND IS
BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSEE MUST NOT USE THE PRODUCT.
1. LICENSE AGREEMENT. ADFINET on the WebTM as an Internet Service Provider is
a trade name of ADFINET, Inc. In this Agreement "Licensor" shall mean
ADFINET, Inc. except under the following circumstances: (i) if Licensee
acquired the Product as a bundled component of a third party product or
service, then such third party shall be Licensor; and (ii) if any third party
software is included as part of the default installation and no license is
presented for acceptance the first time that third party software is invoked,
then the use of that third party software shall be governed by this Agreement,
but the term "Licensor," with respect to such third party software, shall mean
the manufacturer of that software and not ADFINET on the Web. With the
exception of the situation described in (ii) above, the use of any included
third party software product shall be governed by the third party's license
agreement and not by this Agreement, whether that license agreement is
presented for acceptance the first time that the third party software is
invoked, is included in a file in electronic form, or is included in the
package in printed form. If more than one license agreement was provided for
the Product, and the terms vary, the order of precedence of those license
agreements is as follows: a signed agreement, a license agreement available
for review on Licensor's web site, a printed or electronic agreement that
states clearly that it supersedes other agreements, a printed agreement
provided with the Product, an electronic agreement provided with the Product.
2. PRODUCT DESCRIPTION. Licensor provides Licensee with on-line access to a
collection of up-to-date mortgage underwriting guidelines published by various
U. S. Government agencies and relevant Federal regulations. The information
contained in the Product is not guaranteed, however, and should be used as a
general guide only. Licensor specifically disclaims any liability or
responsibility for its accuracy or completeness. Therefore, no economic
decisions by Licensee should be made based solely upon the information
contained in the Product.
3. LICENSE GRANT. Licensor grants Licensee a non-exclusive and
non-transferable license to reproduce and use for personal or internal
business purposes. This license does not entitle Licensee to receive from
Licensor hard-copy documentation, technical support, telephone assistance, or
enhancements or updates to the Product. Licensee may not redistribute the
Product unless Licensee has separately entered into a distribution agreement
with Licensor such as the Unlimited Distribution Program Agreement.
4. LICENSEE'S REGISTRATION OBLIGATIONS. In consideration of use of the
Product, Licensee agrees to: (a) provide true, accurate, current and complete
information about yourself as prompted by the Product's registration form
(such information being the "Registration Data") and (b) maintain and promptly
update the Registration Data to keep it true, accurate, current and complete.
If Licensee provides any information that is untrue, inaccurate, not current
or incomplete, or Licensor has reasonable grounds to suspect that such
information is untrue, inaccurate, not current or incomplete, Licensor has the
right to suspend or terminate Licensee's account and refuse any and all
current or future use of the Product (or any portion thereof).
5. RESTRICTIONS. Except as otherwise expressly permitted in this Agreement,
Licensee may not: (i) modify or create any derivative works of the Product or
documentation, including translation or localization; (ii) decompile,
disassemble, reverse engineer, or otherwise attempt to derive the source code
for the Product (except to the extent applicable laws specifically prohibit
such restriction); (iii) redistribute, encumber, sell, rent, lease,
sublicense, or otherwise transfer rights to the Product; (iv) remove or alter
any trademark, logo, copyright or other proprietary notices, legends, symbols
or labels in the Product; or (v) publish any results of benchmark tests run on
the Product to a third party without Licensor's prior written consent.
6. TERMINATION. Licensee agrees that Licensor, in its sole discretion, may
terminate this Agreement and Licensee's access to the Product, and remove and
discard any information within the Product for any reason, including, without
limitation, if Licensee breaches any of its terms and conditions. Further,
Licensee agrees that Licensor shall not be liable to Licensee or any
third-party for any termination of Licensee's access to the Product.
7. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property
rights in the Product shall remain in Licensor and/or its suppliers. Licensee
acknowledges such ownership and intellectual property rights and will not take
any action to jeopardize, limit or interfere in any manner with Licensor' or
its suppliers' ownership of or rights with respect to the Product. The
Product is protected by copyright and other intellectual property laws and by
international treaties. Title and related rights in the content accessed
through the Product is the property of the applicable content owner and is
protected by applicable law. The license granted under this Agreement gives
Licensee no rights to such content.
8. DISCLAIMER OF WARRANTY. THE PRODUCT IS PROVIDED FREE OF CHARGE, AND,
THEREFORE, ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING
WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE,
FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE
QUALITY AND PERFORMANCE OF THE PRODUCT IS BORNE BY LICENSEE. SHOULD THE
PRODUCT PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT LICENSOR OR ITS
SUPPLIERS OR RESELLERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN
ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE PRODUCT HAVE INHERENT
LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE PRODUCT SUFFICIENTLY MEETS
ITS REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART
OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER
THIS DISCLAIMER.
9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE
OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND
ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY
THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR
OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR'S ENTIRE
LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE
AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY) AND FEES
FOR SUPPORT OF THE PRODUCT RECEIVED BY LICENSOR A SEPARATE SUPPORT AGREEMENT
(IF ANY), WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE
NEGLIGENCE OF LICENSOR TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION
OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND
LIMITATION MAY NOT BE APPLICABLE. LICENSOR IS NOT RESPONSIBLE FOR ANY
LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS
ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT.
10. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement
between the parties concerning the subject matter hereof. (b) This Agreement
may be amended only by a writing signed by both parties. (c) Except to the
extent applicable law, if any, provides otherwise, this Agreement shall be
governed by the laws of the State of Oklahoma, U.S.A., excluding its conflict
of law provisions. (d) Unless otherwise agreed in writing, all disputes
relating to this Agreement (excepting any dispute relating to intellectual
property rights) shall be subject to final and binding arbitration in Oklahoma
County, Oklahoma, with the losing party paying all costs of arbitration. (e)
If any provision in this Agreement should be held illegal or unenforceable by
a court having jurisdiction, such provision shall be modified to the extent
necessary to render it enforceable without losing its intent, or severed from
this Agreement if no such modification is possible, and other provisions of
this Agreement shall remain in full force and effect. (f) A waiver by either
party of any term or condition of this Agreement or any breach thereof, in any
one instance, shall not waive such term or condition or any subsequent breach
thereof. (g) The provisions of this Agreement which require or contemplate
performance after the expiration or termination of this Agreement shall be
enforceable notwithstanding said expiration or termination. (h) Licensee may
not assign or otherwise transfer by operation of law or otherwise this
Agreement or any rights or obligations herein except in the case of a merger
or the sale of all or substantially all of Licensee's assets to another
entity. (i) This Agreement shall be binding upon and shall inure to the
benefit of the parties, their successors and permitted assigns. (j) Neither
party shall be in default or be liable for any delay, failure in performance
(excepting the obligation to pay) or interruption of service resulting
directly or indirectly from any cause beyond its reasonable control. (k) T he
relationship between Licensor and Licensee is that of independent contractors
and neither Licensee nor its agents shall have any authority to bind Licensor
in any way. (l) If any dispute arises under this Agreement, the prevailing
party shall be reimbursed by the other party for any and all legal fees and
costs associated therewith. (m) If any professional services are being
provided by Licensor, then such professional services are provided pursuant to
the terms of a separate Professional Services Agreement between Licensor and
Licensee. The parties acknowledge that such services are acquired
independently of the Product licensed hereunder, and that provision of such
services is not essential to the functionality of such Product. (n) The
headings to the sections of this Agreement are used for convenience only and
shall have no substantive meaning. (o) Licensor may use Licensee's name in any
customer reference list or in any press release issued by Licensor regarding
the licensing of the Product and/or provide Licensee's name and the names of
the Product licensed by Licensee to third parties. (p) As a user of the
ADFINET software on the internet, I hereby certify and warrant that the
information contained on this website will not be viewed, transmitted, or
copied to be used in a manner that is meant for the purpose of competing with
ADFINET, or theft of proprietary ideas of ADFINET. The intended purpose of
this software is to assist and facilitate mortgage lenders in producing and
servicing of mortgage loans. Uses that are inconsistent with the intended
purpose, theft of proprietary ideas, or other actions that may cause damage to
ADFINET will result in termination of any right to enter into and view the
website and, may be actionable under the law.
Copyright (C), 2001, Fannie Mae, All Rights Reserved.
The Fannie Mae Guides are reprinted by ADFINET, Inc. with the express permission
of Fannie Mae. ADFINET is a service solely of ADFINET, Inc., which is solely
responsible for its content. Fannie Mae does not sponsor or endorse ADFINET
and specifically disclaims any liability or responsibility for its accuracy or
completeness or any reliance thereon. Although ADFINET, Inc. strives to provide
the most comprehensive, current and relevant mortgage lending guidelines and
other information published by Fannie Mae, this service is most useful as a
general guide to today's lending practices. Final reliance should always be placed
on the manuals, memoranda and other documentation distributed directly by
Fannie Mae.
FEDERAL HOME LOAN MORTGAGE CORPORATION ("FREDDIE MAC") DISCLAIMER: The
Freddie Mac Sellers' and Servicers' Guide contains material on which Freddie
Mac hold copyrights. This material is included in the Software with the
permission of Freddie Mac. ADFINET is an independent service. Freddie Mac does
not endorse ADFINET or any other products or services sold by ADFINET or its
affiliates. |
