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Terms of Use Agreement

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR BROKERBASE SERVICES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS BROKERS AGENTS EMPLOYEES AND AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS BROKERS AGENTS EMPLOYEES AND AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

These Terms of Service are an agreement between you the “Registered User” and the owners and operators of the BROKERBASE systems (including MORTGAGEWEB) who is

Verico Financial Group Inc.

Every representation, warranty, remedy or protection granted by you to BROKERBASE is also granted to Verico Financial Group Inc. and its assigns and partners.

Please read this Agreement carefully. By subscribing to and/or using any of the BROKERBASE Services, YOU AGREE to be bound by this Agreement, including any modifications made to it from time to time.

You may not access the BROKERBASE Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on January 6, 2016. It is effective between You and Us as of the date of You accepting this Agreement.

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Agreement” means this Master Subscription Agreement.

Content” means information obtained by Us from Our content licensors or publicly available sources and provided to You pursuant to an Order Form, as more fully described in the Documentation.

Documentation” means Our online user guides, documentation, and help and training materials, as updated from time to time.

"We", "Us" or "Our" means BROKERBASE, MORTGAGEWEB, and VERICO.

"You" or "Your" means you and/or the company or other legal entity for which you are accepting this Agreement, and the Brokers Agents Employees and Affiliates of that company or entity.

Customer Data” means the mortgage customer data collected by You or Your brokerage firms and imported into BROKERBASE.

OUR RESPONSIBILITIES

Provision of Purchased Services. We will (a) make the BROKERBASE Software Systems and Services and Content available to You pursuant to this Agreement and (b) use commercially reasonable efforts to make BROKERBASE available to you. You acknowledge that you are using the BROKERBASE system FREE OF CHARGE and as such we cannot offer any warranties or representations related to BROKERBASE Software Systems or Services and further you agree to use the system on those terms and accept responsibilities.

Protection of Customer Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Personal Data. Those safeguards will include, but will not be limited to, commercially reasonable measures for preventing access, use, modification or disclosure of Customer Data by anyone other than your Broker and You.

Ownership of Customer Data. We acknowledge BROKERBASE and VERICO have no claim to any Customer Data imported into the BROKERBASE system and we shall not use or disclose Your data in any way.

Your Responsibilities. You will (a) be responsible for your compliance with this Agreement (b) be responsible for the accuracy, quality and legality of Customer Data and the means by which You acquired and imported the Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the BROKERBASE Systems Software and Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use the BROKERBASE Systems Software and Services only in accordance with the Documentation and applicable laws and government regulations, (e) strictly comply with PIPEDA and CASL and any other Federal or Provincials laws and regulations required, and (f) monitor and maintain any automated aspects of the BROKERBASE system to ensure compliance with the Your above responsibilities.

BROKERBASE Usage Restrictions. You will not (a) make BROKERBASE Software Systems or Services available to, or use any BROKERBASE Software Systems or Services for the benefit of, anyone other than You, Your Company's Brokers Agents and Affiliates; (b) sell, resell, license, sublicense, distribute, rent or lease the BROKERBASE Software Systems or Services (c) use the BROKERBASE Software Systems or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the BROKERBASE Software Systems or Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to the BROKERBASE Software Systems or Services or its related systems or networks, (g) permit direct or indirect access to or use of any BROKERBASE Software Systems or Services in a way that circumvents a contractual usage limit, (h) copy the BROKERBASE Software Systems or Services or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or the Documentation, (j) frame or mirror any part of the BROKERBASE Software Systems or Services unless expressly provided as an embed code, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access the BROKERBASE Software Systems or Services in order to build a competitive product or service, or (l) reverse engineer the BROKERBASE Software Systems or Services.

PROPRIETARY RIGHTS AND LICENSES

Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

License by Us to Use Content. We grant to You a worldwide, limited-term license, under Our applicable intellectual property rights and licenses, to use the BROKERBASE Software Systems or Services.

License by You to Host Your Data and Applications. You grant Us and Our Affiliates a worldwide, limited-term license to host, copy, transmit and display Your Data, as necessary for Us to provide the BROKERBASE Software Systems or Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data.

CONFIDENTIALITY

Definition of Confidential Information.Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the BROKERBASE Software Systems or Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure.

REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

Our Warranties. We warrant that the BROKERBASE Software Systems or Services will perform materially in accordance with the applicable tutorials, manuals user guides and other documentation that may, from time to time, be published. We warrant that we will take all commercially reasonable actions to maintain and operate the BROKERBASE Software Systems or Services and protect your Data from access. For any breach of an above warranty, Your exclusive remedies are termination of use of BROKERBASE.

Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

INDEMNIFICATION

Indemnification. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of the BROKERBASE Software Systems or Services or Content in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law, and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us.

LIMITATION OF LIABILITY

NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

IN NO EVENT WILL BROKERBASE OR VERICO HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

TERM AND TERMINATION

This Agreement commences on the date You first accept it and continues indefinitely.

Termination. You may terminate this Agreement upon 30 days’ written notice to Us at which time we will de register you. This agreement automatically terminates in the event that You or your company either cease being a VERICO affiliated mortgage broker, agent, employee or Licensee or cease using the BROKERBASE System and Software.

Customer Data Agent Portability. Upon written request by Your VERICO Broker Firm we will make the Customer Data available to you for export or download as provided in the user manuals and documentation. After termination, We will have no obligation to maintain or provide Your Data.

Customer Data Deletion. A VERICO Licensee / Broker Firm may request to have all Customer Data deleted from the BrokerBase system at any time. In the event that a Broker Firm ceases to be a member of the VERICO Network, the BrokerBase account(s) associated with this Broker Firm shall be terminated and all Customer Data imported into these accounts shall be deleted.

Surviving Provisions. The Sections titled "Confidentiality," "Disclaimers," "Indemnification," "Limitation of Liability," " "Portability and Deletion of Your Data," and "General Provisions" will survive any termination or expiration if this Agreement.

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