terms of SERVICE

Our general, universal Terms of Service (to which you agree) are provided below and are accessible at all times from within all The Rate Verifier products and services and at our website at https://The Rate Verifier.com/terms

1.Introduction

If you have been supplied a hyperlink or have received user credentials enabling you to access our software-as-a-service platform, and you have used the hyperlink or those credentials to access our platform, you are deemed a “User” and subject to these Terms of Service.

As a User, you are certify to us that: (a) you are at least 18 years of age, (b) you are legally able to enter into contracts, and (c) you are not a person barred from receiving or using the Services under federal, state, local, or other laws.

These Terms of Service apply to all Users to the extent applicable and constitute an agreement between each User and The Rate Verifier. Additional or separate terms may apply to Individual Users and Enterprise Users. In the event of any conflict or inconsistency between these Terms of Service and any separate agreement, including any Enterprise Agreement, the terms of the other agreement shall govern. Certain Enterprise Users may elect to subscribe to features offered as part of the Service which are not available under the applicable Enterprise Agreement. In those cases, we consider such User an Enterprise User with respect to the Service made available under the applicable Enterprise Agreement and an Individual User for those additional features provided to such User independently of such Enterprise Agreement.

You agree that by clicking “Check Your Rate”, “Join The Rate Verifier”, “Start Here” or taking similar action to register, access or use our Service, or if you have clicked to accept these Terms of Service, you are agreeing to enter into a legally binding contract with The Rate Verifier (even if you are using our Service as an Enterprise User). If you do not agree to this contract, do not click “Join Now” or “Accept” or otherwise take action signifying your intention to use the Service or your agreement to these Terms of Service, and do not access or otherwise use our Service.

We may modify these Terms of Service from time to time. If we make material changes to them, we will provide you notice and we may require you to accept the modified Terms of Service as a condition to your continued use of the Service. Your continued use of our Service after we publish or send a notice about changes to these Terms of Service means that you have consented to the updated terms.

2.Restrictions & Limitations on Use

The Rate Verifier reserves the right to make changes, modifications and enhancements to the Service from time to time in its sole discretion.

User shall not, and shall not assist or encourage any third party to, (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) interfere with or disrupt the integrity or performance of the Service or the The Rate Verifier Content in any manner; (iii) attempt to gain unauthorized access to the Service; (iv) remove, alter, or obscure any proprietary notices (including copyright notices) of The Rate Verifier or its licensors contained within the Documentation or displayed in connection with the Service (including Software); (v) modify or make derivative works based upon the Service or the The Rate Verifier Content; (vi) except as may be expressly permitted as a part of the Service, create Internet “links” to the Service or “frame” or “mirror” any The Rate Verifier Content on any other server or wireless or Internet-based device, unless otherwise mutually agreed in writing by the parties; (vii) itself, or permit others, to duplicate, copy, translate, disassemble, decompile, reverse engineer or remanufacture the Software in whole or in part or otherwise attempt to derive the source code for the Software; (viii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service; or (ix) otherwise use the Service or the Software except as expressly allowed under these Terms of Service.

User may not release to any third party the results of the Service performed by or on behalf of User for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes without the prior written approval of The Rate Verifier.

User shall not use the Service to: (i) send spam or duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; or (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.

Users may not create a false identity on The Rate Verifier (other than for the limited purpose of providing training to others or demonstrating how to use our Service), misrepresent such User’s identity, create a The Rate Verifier profile for anyone else or use or attempt to use another’s account, override any security feature or bypass or circumvent any access controls or use limits of the Service, or use bots or other automated methods to access the Service. User may not imply or state that such User is affiliated with or endorsed by The Rate Verifier without The Rate Verifier’s express consent.

User must (i) use the Service only for its own business purposes as specified in these Terms of Service, (b) comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements, (c) provide accurate information to The Rate Verifier pertaining to such User and keep such information updated, or (d) use the Service in a professional manner.

3. Other Users/Third Parties

By using the Service, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. The Rate Verifier generally does not review User Data or other content provided by Users or others, and The Rate Verifier is not responsible therefor, nor for any misuse of our Service by others.

You are responsible for deciding if you want to access or use any third-party apps or sites that link from the Service. If you allow a third-party app or site to authenticate you or connect with your The Rate Verifier account, that app or site can access information on The Rate Verifier related to you and your connections. Third-party apps and sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways The Rate Verifier would not. Except to the limited extent it may be required by applicable law, The Rate Verifier is not responsible for these other sites and apps – use these at your own risk.

Third Party Products made available or distributed under these Terms of Service may be subject to additional terms and conditions that vary from those set forth herein and such terms and conditions are hereby incorporated into these Terms of Service by reference to the extent expressly identified.

4. Support and Service Levels

As part of the Service and subject to these Terms of Service and any applicable Enterprise Agreement, The Rate Verifier will use commercially reasonable efforts to (a) ensure that the Service is accessible over normal network connections, excepting downtime (planned or unplanned) due to necessary maintenance and troubleshooting; (b) maintain the security of the Service; and (c) provide telephone, e-mail and web-based support services during The Rate Verifier’s regular business hours for Service-related questions from Users.

5. User Data

The Service allows certain messaging and sharing of information by Users which may be seen by other Users. Where settings are available, The Rate Verifier will honor the choices Users make about who can see content or information, including User Data. The Rate Verifier is not obligated to publish any information or content on the Service, including any User Data, and may remove it in The Rate Verifier’s sole discretion, with or without notice.

User shall be solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of User Data provided by User to The Rate Verifier. User warrants that it shall have the right to possess and use all User Data, including the right to disclose User Data to The Rate Verifier and use User Data in connection with the Service. To the extent relating to any Enterprise or Consumer, User represents and warrants that: (a) User has received all required consents or authorizations with respect to User Data referencing any individual before accessing, storing, or transferring to The Rate Verifier such User Data; (b) User shall use, store, and transfer all User Data in accordance with all laws applicable to User or User’s business (which may include, but is not limited to, the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1338) (as amended from time to time, the “GLB Act”) and any state law equivalents of counterparts thereof and all regulations promulgated under any of them), and any terms or conditions imposed by any third party with respect to any Third Party Products.

User may not disclose information that such User does not have the right to disclose, including the information of any third party, including any Enterprise, or violate the Intellectual Property Rights of others.

As between a User and The Rate Verifier, each User owns its User Data and any other content and information that such User submits or posts to the Service, subject to the following limited non-exclusive license granted by Users to The Rate Verifier:

A worldwide, transferable and sub-licensable right to use, copy, modify, distribute, publish, and process, solely in connection with the Service and without any further consent, notice and/or compensation to any User or others, any User Data and other information and content provided by Users subject to the following limitations:

a. Users can end this license for specific User Data, information and content by deleting it from the Service, or generally by closing their account, except (a) to the extent shared with others as part of the Service and copied, re-shared or stored by those with whom it was shared and (b) for the reasonable time it takes to remove from backup and other systems.

b. The Rate Verifier will obtain User’s consent if The Rate Verifier wants to give others the right to publish such User’s content in any manner inconsistent with or outside the scope of the Service.

c. While The Rate Verifier may edit and make format changes to a User’s content (such as translating it, modifying the size, layout or file type or removing metadata) in connection with the Service, The Rate Verifier will not modify the meaning of such User’s expression.

Consumer Users acknowledge that The Rate Verifier’s stated purpose is to increase business opportunities for real estate agents and loan officers by helping their respective clients monitor their purchase power as interest fluctuate with the market. As a result, Consumer Users understand and agree that foregoing limited non-exclusive license grants The Rate Verifier the right to share User Data relating to such Consumer Users with other Users in connection with the Service, subject to the same limitations set forth above.

The Rate Verifier has no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy. In addition, The Rate Verifier may delete and remove from the Service any User Data pertaining to any individual, including Consumers, upon the request of such individual.

In the event you use any Connected Products, in addition to all other terms applicable to User Data and Third Party Products set forth in these Terms of Service, you acknowledge and agree that The Rate Verifier has no control over, and assumes no responsibility for, the content, privacy policies or practices of the provider of any such Connected Product and you expressly agree that The Rate Verifier does not need to give you notice every time you connect to a Connected Product through the Service. In addition, The Rate Verifier will not, and cannot, censor or edit the content of any Connected Product. By using any Connected Product in connection with the Service you expressly relieve The Rate Verifier from any and all liability arising for your use thereof. We encourage you to be aware when you are using a Connected Product and to read the terms and conditions of each Connected Product you use.
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6. Additional Terms for Enterprise Users and Individual Users

If you are an Enterprise User, you acknowledge and agree that the Enterprise with which you are employed or affiliated has the right to control your access to the Service and to receive reports on your use of the Service. You further acknowledge and agree that the applicable Enterprise Administrative User may review your access to and use of the Service and take certain actions regarding your Enterprise User account. In the event of any dispute between you and the applicable Enterprise (or any person acting on behalf of such Enterprise), including, but not limited to, rights to User Data concerning any Consumer, The Rate Verifier shall not be responsible for the resolution thereof, and The Rate Verifier shall be entitled to follow all reasonable instructions of the Enterprise with respect thereto.

If you are an Individual User, you acknowledge and agree that the applicable Individual User Affiliated Entity Administrative User may review your access to and use of the Service. Further, you acknowledge and agree that The Rate Verifier may provide information to your Individual User Affiliated Entity directly regarding your access to and use of the Service. Further, you acknowledge and agree that the applicable Individual User Affiliated Entity and/or Individual User Affiliated Entity Administrative User can instruct The Rate Verifier to take certain actions with respect to your account, provided that such action is consistent with these Terms, The Rate Verifier’s Privacy Policy and other rules, terms and conditions relating to the use of the Service. Such actions may include, but are not necessarily limited to, making changes in the Service related to your compliance with the Individual User Affiliated Entity’s brand guidelines and other compliance obligations applicable between you and your Individual User Affiliated Entity. Such actions shall not including an instruction to cancel or deactivate your account. In the event of any dispute between you and the applicable Individual User Affiliated Entity (or any person acting on behalf of such Individual User Affiliated Entity, including, but not limited to, the applicable Individual User Affiliated Entity Administrative User), including, but not limited to, rights to User Data concerning any Consumer User, Client and/or Lead, The Rate Verifier shall not be responsible for the resolution thereof, and The Rate Verifier shall be entitled, but is not obligated, to follow all reasonable instructions of the Individual User Affiliated Entity with respect thereto while you are affiliated with such Individual User Affiliated Entity.

The Service enables Individual Users and Enterprise Users to upload certain types of Relationship Data. Without limiting anything in these Terms, the Documentation, or otherwise, only the following types of Relationship Data are permitted:

a. Client Transactional Relationship Data. We will always endeavor to load Client Transactional Relationship Data, subject to our rights to refuse to load, or remove, User Data we believe violates these Terms or results in reputational risk or damage to our Service.

b. There are two types of Lead Data that you may upload to the Service:

i.Mutual Contact Lead Data. We will always endeavor to load Mutual Contact Lead Data, subject to our rights to refuse to load, or remove, User Data we believe violates these Terms or results in reputational risk or damage to our Service.

ii. Opt-In Lead Data. Prior to uploading any Opt-In Lead Data to the Service, you must notify us that the information you are seeking to upload constitutes Opt-In Lead Data. We will always endeavor to load Opt-In Lead Data, but, in addition to our right to refuse to load, or remove, User Data we believe violates these Terms or results in reputational risk or damage to our Service, we may choose, at our discretion, to: (1) perform our own data quality assurance process on any such Opt-In Lead Data to ensure it is eligible to be uploaded to the Service; and/or (2) load Opt-In Lead Data over a period of time to enable us to monitor and react to any reputational risk any Opt-In Lead Data may pose to our Service.

Without limiting anything in these Terms, you are prohibited from uploading any information about any Consumer or other individual with whom you have had no contact, or who has not affirmatively opted into becoming a Lead or who may not have been aware of the consequences of their actions that resulted in them becoming a Lead.

Without limiting the foregoing, The Rate Verifier reserves the right to remove any User Data, including, but not limited to, any Relationship Data, you upload or attempt to upload to the Service that The Rate Verifier believes violates these Terms or results in reputational risk or damage to The Rate Verifier’s Service.

7. Additional Terms for Administrative Users

If you are an Administrative User, when using the Service in your role as an Administrative User, you are only permitted to use the Service as follows:

Enterprise Administrative Users may access the Service to review the use of the Service by applicable Enterprise Users to ensure: (i) consistency with the Enterprise’s band requirements; (ii) such use complies with applicable legal compliance obligations; (iii) such use complies with applicable Enterprise requirements; (iv) manage User Data related to Consumers associated with Enterprise Users; (v) manage certain Enterprise User system preferences; (vi) manage certain Enterprise system preferences; (vii) disable or inactive Enterprise User accounts; and/or (viii) manage or execute other permissible actions as they may be available to Enterprise Administrative Users over time. Enterprise Administrative Users can also transfer Clients and Leads from one Enterprise User to another.

b. Individual User Affiliated Entity Administrative Users may access the Service to review the use of the Service by applicable Individual Users to ensure: (i) consistency with the Individual User Affiliated Entity’s brand requirements; (ii) such use complies with applicable legal compliance obligations; and (iii) such use complies with applicable Individual User Affiliated Entity requirements. Individual User Affiliated Entity Administrative Users are prohibited from and cannot (i) access information regarding Clients and Leads in Individual User accounts; (ii) transfer Clients and Leads from one Individual User to another; or (iii) otherwise cancel or deactivate Individual User accounts.

8. Privacy Policy

As a User, the collection, use and sharing of your personal data is subject to our Privacy Policy, and may be revised from time to time. Our Privacy Policy is available here: https://The Rate Verifier.com/privacy-notice.

We may modify our Privacy Policy and any other policies applicable to Users from time to time. If we make material changes to the Privacy Policy or any other policies applicable to Users, we will provide you notice and we may require you to accept the modified policy as a condition to your continued use of the Service. Your continued use of our Service after we publish or send a notice about changes to any of these policies means that you have consented to the updated policy.

You acknowledge and agree that The Rate Verifier may close, suspend, investigate, monitor, or limit your access to the The Rate Verifier Site, Services, your account or any other account associated with the The Rate Verifier Site or Services, without prior notice to you. You acknowledge and understand that you do not have an expectation of privacy in activities related to the The Rate Verifier Site or Services.

9. Password Protected Areas of the The Rate Verifier Site and Services

Certain areas of the The Rate Verifier Site and access to certain Services are password protected. You are responsible for maintaining the confidentiality of your passwords. The Rate Verifier has the right to assume that anyone accessing the The Rate Verifier Site and Services using a password assigned to you has the right to do so. You will be solely responsible for the activities of anyone accessing the The Rate Verifier Site and Services using a password assigned to you, even if the individual is not, in fact, authorized by you. If you have reason to believe that your password has been compromised or used without authorization, you must promptly change it using the functionality provided on the The Rate Verifier Site or Services.

10. Fees and Payment Terms

All payment obligations are non-cancelable and all amounts paid are nonrefundable.

Individual Users: Each Individual User shall be solely responsible for all sales and use taxes, network access fees, and regulatory and similar charges applicable to the Service, provided that in those jurisdictions in which The Rate Verifier is required to collect sales tax, applicable sales tax based on the bill-to address and the sales tax rate in effect at the time of purchase will be added to your total price, and all tax collected will be remitted to the appropriate taxing jurisdiction by The Rate Verifier or a third-party payment processing service. The Rate Verifier may require automatic payments by credit card or automated clearing house (ACH). All payments must be made in U.S. dollars.

Enterprise Users: Payment for all sales and use taxes, network access fees, and regulatory and similar charges applicable to the Service shall be governed by the applicable Enterprise Agreement.

11. Nonpayment and Suspension

In addition to any other rights granted to The Rate Verifier under applicable law and/or this Agreement, The Rate Verifier reserves the right to suspend any User’s access to the Service if the account with respect to such User becomes delinquent and is uncured for a period of thirty (30) days. Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum amount permitted by law, whichever is less, from the date due, plus all expenses of collection. All fees with respect to the Service shall continue to accrue during any period User’s access to the Service is suspended.

12. Restrictions; Termination

The Rate Verifier may limit any User’s use of its Service, or restrict, suspend, or terminate a User’s account if The Rate Verifier believes that such User may have violated these Terms of Service, Privacy Policy or any other policies applicable to such User in connection with the Service, or any applicable law, or if The Rate Verifier believes such User is misusing the Service.

Any User may terminate this contract at any time by closing your account and no longer accessing or using our Service. An Enterprise may terminate access to the Service with respect to any Enterprise User employed by or affiliated with such Enterprise.

Upon termination or expiration of this Agreement for any reason, all rights to the Service granted by The Rate Verifier to User hereunder will immediately cease to exist and User shall discontinue all use of the Service. Accrued payment obligations will survive expiration or termination of this Agreement for any reason. Any amounts paid prior to a termination by any Individual User are nonrefundable, even if such amount constituted pre-payment for a specified term and such termination occurs prior to expiration of such term.

13. Intellectual Property Rights

The Rate Verifier owns all rights, title, and interest in and to the Service, Software, The Rate Verifier Content, Documentation, including any improvements, modifications, enhancements, additions, and derivatives thereto and thereof and any and all Intellectual Property Rights in and to all of the foregoing, subject only to the rights of any third party in and to any Third Party Products or content owned by such third party. User does not acquire any rights, express or implied, in the foregoing.

14. No Warranty

TO THE EXTENT ALLOWED UNDER LAW, THE RATE VERIFIER AND ITS AFFILIATES (AND THOSE THAT THE RATE VERIFIER WORKS WITH TO PROVIDE THE SERVICE) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NON-INFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICE WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICE (INCLUDING THE RATE VERIFIER CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS.

THE RATE VERIFIER DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR STATEMENTS, ADVICE AND OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED THE RATE VERIFIER SPOKESPERSONS. THE RATE VERIFIER DOES NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENT, ADVICE OR OPINIONS CONTAINED IN USER CONTRIBUTIONS AND SUCH STATEMENTS, ADVICE AND OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE AND OPINIONS OF THE RATE VERIFIER. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.

15. Limitation of Liability

IN NO EVENT SHALL THE RATE VERIFIER BE LIABLE TO ANY USER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF PREVIOUSLY APPRISED OF THE POSSIBILITY THEREOF), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTORY OR ANY OTHER LEGAL THEORY OR FOR ANY ERROR OR INTERRUPTION OF USE; LOSS, INACCURACY, OR CORRUPTION OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING ANYTHING ELSE IN THESE TERMS OF SERVICE, THE AMOUNT OF THE RATE VERIFIER’S LIABILITY TO USERS OR OTHERS ACCESSING THE THE RATE VERIFIER SITE SHALL IN NO CASE EXCEED THE GREATER OF FEES ACTUALLY PAID BY USER TO THE RATE VERIFIER HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT OR OCCURRENCE OF CIRCUMSTANCES GIVING RISE TO THE LIABILITY OR THE AMOUNT OF $200.

FOR THE SAKE OF CLARITY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE RATE VERIFIER SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY COSTS, EXPENSES, DAMAGES, OR LIABILITIES, AND USER SHALL BEAR ALL RESPONSIBILITY WITH RESPECT TO ANY DAMAGES OR LIABILITIES (INCLUDING THIRD PARTY CLAIMS) CAUSED BY OR ARISING FROM: (A) ANY VIOLATION BY USER OF ANY APPLICABLE LAW ASSOCIATED WITH USER DATA; (B) THE ACTION OR INACTION OF USER (UNLESS AT THE SPECIFIC DIRECTION OF THE RATE VERIFIER); OR (C) USER’S FAILURE TO FULFILL ITS RESPONSIBILITIES HEREUNDER.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.

IF YOU ARE ACCESSING THE THE RATE VERIFIER SITE OR SERVICES FROM NEW JERSEY, YOU (A) ASSUME ALL RISKS OF LOSSES OR DAMAGES RESULTING FROM YOUR USE OF, OR INABILITY TO USE, THE THE RATE VERIFIER SITE OR SERVICES; (B) IRREVOCABLY WAIVE ALL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) THAT MAY OCCUR AS A RESULT OF YOUR USE OF THE THE RATE VERIFIER SITE OR SERVICES; (C) EXPRESSLY AGREE TO RELEASE AND DISCHARGE THE RATE VERIFIER AND ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION RESULTING, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE THE RATE VERIFIER SITE OR SERVICES; AND (D) YOU VOLUNTARILY GIVE UP OR WAIVE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST THE RATE VERIFIER FOR LOSSES OR DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, INCLUDING ANY CLAIM BASED ON ALLEGED NEGLIGENCE ON THE PART OF THE RATE VERIFIER AND THEIR AGENTS AND EMPLOYEES. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS “WAIVER AND RELEASE” AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY.

16. Digital Millennium Copyright Act.

If you are a copyright owner or an agent thereof and believe that any user submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing The Rate Verifier with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the The Rate Verifier to locate the material;
Information reasonably sufficient to permit The Rate Verifier to contact you, such as an address, telephone number, and, if available, an electronic mail address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

DMCA claims may be sent to address set forth in the Notice section in these Terms of Service.

Or, please email us at support@The Rate Verifier.com.

17. General Provisions

a. Compliance with Laws.

Each party shall comply with all applicable laws and regulations concerning its use or provision of the Service, including all applicable privacy laws.

b. Assignment.

User may not assign or transfer, by operation of law or otherwise, any of its rights under the agreement created by these Terms of Service to any third party without The Rate Verifier’s prior written consent. The Rate Verifier shall have the right to assign the agreement created by these Terms of Service to any other person, firm or corporation without notice to User and shall have the right to subcontract any installation and/or services, including monitoring, in its sole discretion.

c. Notices.

User agrees that The Rate Verifier may provide notices and messages to User within the Service, or sent to the contact information User has provided to The Rate Verifier (e.g., email, mobile number, physical address).

You agree that the only way to provide us legal notice is through our registered agent or at the mailing address available on our website.

d. Governing Law and Venue.

These Terms of Service will be governed by and interpreted in accordance with the laws of the State of Colorado without reference to its choice of law rules. Any action or proceeding arising from or relating to these Terms of Service shall be brought exclusively in a federal or state court in Denver, Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.

e. Entire Agreement.

These Terms of Service constitute the entire agreement between you and The Rate Verifier regarding your access to and use of the Service and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral. For Enterprise Users, in the event of any conflict or inconsistency between these Terms of Service and an Enterprise Agreement, the terms of the Enterprise Agreement shall govern.

f. Severability.

If a court with authority over the agreement created by these Terms of Service finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of the agreement.

g. No Waiver

If we don't act to enforce a breach of the agreement created by these Terms of Service, that does not mean that The Rate Verifier has waived its right to enforce the agreement.

18. DEFINITIONS

In addition to those capitalized terms defined elsewhere in these Terms of Service:

“Administrative User” means, generally, an Enterprise Administrative User or an Individual User Affiliated Entity Administrative User.

“Client” means a Consumer with whom you have a distinct, current or previous transactional relationship with (a “Client Transactional Relationship”). By way of example only: (i) if you are a loan officer, this includes a Consumer that originated a loan with you; and (ii) if you are a real estate agent, this includes a Consumer who has purchased or sold a hold with you.

“Client Transactional Relationship Data” means information about a Client.

“Connected Products” means Third Party Products that the Service enables Individual Users and Enterprise Users to import information about Consumers and other information stored by or otherwise available from such Third Party Products into the Service.

“Consumer” means an individual who owns a home, typically a residential property or rental investment property, an individual who rents a residential property from another individual and who does not own the home they rent, or any other individual that may be interested in engaging in any residential real estate purchase, sale or lending transaction.

“Consumer User” means a Consumer that accesses the Service.

“Contact Lead Data” means information about Leads with whom you have had direct contact or interaction. By way of example only, this includes: (i) information about Consumers with whom you might have been engaged in certain home-buying or real estate lending activity but with whom no Client Transactional Relationship exists; (ii) information about a Consumer with whom you have discussed the Service and such Consumer expressed a desire to be added to the Service; and (iii) information about Consumers with whom you have had prior contacts (for example, a Consumer you met at an open house, educational seminar or other industry-relevant event).

“Documentation” means any user manuals and other technical documentation made available by The Rate Verifier to Users for the Service in either electronic, online help files or hard copy format.

“Enterprise” means a business or other organization that enters into an Enterprise Agreement with The Rate Verifier.

“Enterprise Administrative User” means an individual assigned by an Enterprise to perform certain administrative functions within the Service on behalf of the Enterprise.

“Enterprise Agreement” means the agreement between an Enterprise and The Rate Verifier that grants individuals employed by or associated with such Enterprise to access the Service on the Enterprise’s behalf.

“Enterprise User” means an individual who is provided access to the Service as part of an agreement between such individual and an Enterprise such individual is employed by or affiliated with.

“The Rate Verifier,” “we,” “our,” or “us” refers to The Rate Verifier, Inc.

"The Rate Verifier Content" means (a) text, content, documents, audio, video, images, graphical representations, designs, illustrations, artwork, videos, music, and the organization, compilation and general look and feel associated with the The Rate Verifier Site, (b) the Documentation, Software and any other products and services contained in or made available by The Rate Verifier via the Service, and (c) any of The Rate Verifier’s Intellectual Property used in connection with the Service.

“The Rate Verifier Site” means the websites owned and operated by The Rate Verifier, including, without limitation, websites located at a unique URL where Users may access and use the Service and https://The Rate Verifier.com.

“Individual User” means an individual that pays to subscribe to the Service directly.

“Individual User Affiliated Entity” means the company or other entity an Individual User is employed by or affiliated with.

“Individual User Affiliated Entity Administrative User” means an individual assigned by an Individual User Affiliated Entity to perform certain administrative functions within the Service on behalf of the Individual User Affiliated Entity.

“Intellectual Property” means: (a) patents, inventions, and discoveries; (b) trademarks, service marks, domain names, social media user names, trade dress, and trade names, including the goodwill connected with the use thereof and symbolized thereby; (c) copyrights, moral rights, works of authorship (including software), proprietary designs and rights in data and databases; (d) confidential and proprietary information, including trade secrets and invention rights; (e) rights of privacy and publicity; (f) registrations and applications for any of the foregoing in (a) – (e); and (g) all other proprietary rights.

“Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in the Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applicable for, any of the rights referred to in a clauses (a) through (e) of this definition.

“Lead Data” means information about Consumers who may become clients of yours but, at the time you seek to upload information to the Service, no Client Transactional Relationship exists between you and such Consumer (such Consumer referred to as a “Lead”).

“Opt-In Lead Data” means information about Leads with whom you have no prior contact but who have affirmatively “opted into” becoming a Lead with you through acceptance of conspicuous terms of service that inform such Lead about their actions and the consequences of opting in. By way of example, this includes: (i) information obtained through services where individuals may willingly “opt in” to learning more information and/or being contacted by a real estate or lending professional (e.g., Zillow, Realtor.com or Ylopo); and (ii) information obtained from Consumers that completed a lead capture form on your (or your Enterprise’s or Individual User Affiliated Entity’s) professional website.

“Relationship Data” means information regarding Consumers who previously were, currently are or may in the future become, clients of an Individual User or Enterprise User. For clarity, Client Transactional Relationship Data and Lead Data constitute Relationship Data.

“Service” means those products and services comprising the software-as-a-service platform made available by The Rate Verifier to Users for use via a web browser on a User’s desktop or mobile device.

“Software” means the software application hosted by The Rate Verifier that provides The Rate Verifier Content and enables the Service, together with and including all updates, upgrades, enhancements and error corrections made generally available by The Rate Verifier in its sole discretion.

“Terms of Service” means The Rate Verifier’s standard terms of use for the service that a User must accept and agree to abide by in order to use the Service and are accessible at all times on the The Rate Verifier Site or within the Service.

“Third Party Products” means any software (in source code or object code format), including without limitation, “open source” software, or other materials of a third party supplier or licensor, that is licensed to The Rate Verifier and incorporated or integrated into or delivered with the Service.

“User Data” means any data, information or material pertaining to an Enterprise, Users, Consumers, or any third party, disclosed, provided or submitted to The Rate Verifier in connection with the Service.