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For digital consumer direct lenders
SpriteRE Software as a Service Subscription Agreement (Lender)
Last updated: March 21, 2018
Subject to the terms and conditions of this Agreement, Provider hereby grants to Customer’s Permitted Users, during the Term, a nonexclusive, nontransferable, non-assignable right to (a) access the System; (b) use the Software; (c) process the User Data; and (d) store up User Data in a User database on the Host Server, as follows:
Customer shall be exclusively responsible for supervision, management and control of its use of the Software, System and Documentation, including without limitation; (a) assuring proper machine configurations, audit controls and operating methods; (b) creating, modifying, entering or reentering User Data.
Customer owns the User Data in any database created using the Software. Title to User Data and any copy thereof remains with Customer. Notwithstanding Customer‘s ownership of its User Data, Provider shall have the right to utilize such User Data, without identifying specific Customer’s customers, solely for the purpose of analyzing and publishing the results of such analyses. Customer’s User Data may be deleted by Provider, without further notice to Customer and without any liability to Customer, in the event that Customer fails to pay all amounts when due hereunder and fails to cure such non-payment in full within thirty (30) days of written notice from Provider.
Upon termination of this Agreement, and provided that Customer has fully paid all amounts due hereunder and under any hosting services agreement between Provider and Customer, Provider shall promptly return User Data to the Customer. Provider shall also provide a copy of User Data, as requested by Customer, on a mutually agreeable media during the term of this Agreement, upon thirty (30) business days written notice to Customer for the Data copying fee of two hundred and fifty dollars ($250.00) per every five thousand (5,000) records.
Customer will allow Provider to use Customer’s name and logo as a reference account for marketing purposes, including allowing Provider to reference Customer on its reference account list of companies in print and on its website. Customer retains the right to require Provider to withdraw any use of Customer’s name and trademark where Customer reasonably considers that such use of such name or trademark is derogatory, defamatory or detrimental to Customer or in any way damages Customer’s business or reputation.
The Fees listed in the Order Form do not include taxes; if Customer is required to pay sales, use, property, value-added or other taxes based on the SaaS or Professional Services in this Agreement then such taxes shall be billed to and paid by Customer.
Provider guarantees that the System and Software will be accessible at least 99.5% of the time, except for Scheduled Downtime. As Provider’s sole and exclusive remedy, if Downtime, other than Scheduled Downtime, exceeds the guaranteed level, then Provider agrees to credit toward the Customer’s Fees a prorated amount equal to the Fees attributable to such Downtime.
PROVIDER IS NOT RESPONSIBLE FOR LOST OR DESTROYED CUSTOMER DATA, WHICH LOSS OR DESTRUCTION SHALL BE AT CUSTOMER'S SOLE RISK.
Provider will use its commercially reasonable efforts to notify Customer at least twenty-four (24) hours in advance of any Scheduled Downtime. Provider will use reasonable commercial efforts to perform scheduled maintenance outside of Customer’s normal business hours to provide the least amount of disruption.
Provider represents and warrants to Customer that: (a) Provider has the power and authority to enter into this Agreement; (b) Provider is the owner of or licensee of all rights necessary and appropriate to grant the rights hereunder; (c) the services performed under this Agreement will be performed in a professional and workman-like manner in accordance with normally accepted industry standards, and with a degree of care, skill and expertise as is standard for the provision of services of a similar nature; and (d) that the Software and System will perform substantially in accordance with the Documentation. EXCEPT AS OTHERWISE PROVIDED HEREIN, PROVIDER MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS, PURPOSE, OR MERCHANTABILITY, OR OF THE ACCURACY OF RESULTS OBTAINED THROUGH CUSTOMER'S USE OF THE SOFTWARE AND/OR SYSTEM. CUSTOMER ACKNOWLEDGES THAT ANY DATA OR REPORT GENERATED, OBTAINED OR ACQUIRED THROUGH THE USE OF THE SOFTWARE AND/OR SYSTEM IS USED AT CUSTOMER'S SOLE RISK AND DISCRETION. PROVIDER IS NOT LIABLE OR RESPONSIBLE FOR ANY RESULTS GENERATED THROUGH THE USE OF THE SOFTWARE OR SYSTEM. PROVIDER DOES NOT WARRANT OR REPRESENT THAT ACCESS TO THE SOFTWARE OR SYSTEM WILL BE UNINTERRUPTED, ERROR FREE OR SECURE. OPERATION OF THE SYSTEM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF PROVIDER'S CONTROL.
If Customer’s use of the Software or the System under the terms of this Agreement is, or in Provider’s opinion is likely to be, enjoined due to a claim of infringement or other violation of a third party's intellectual property rights, then Provider will, at its sole election and expense, either (a) obtain for Customer the right to continue using the Software or the System; (b) replace or modify the Software or System so that it becomes non-infringing provided such substitute or modified Software or System is functionally equivalent to the original or otherwise meets Customer’s needs, and is compatible with the same items as the original, and further provided that Provider reimburses Customer for data conversion and other costs reasonably incurred by Customer as a result of such modification or replacement; or (c) if such remedies are not reasonably available, promptly refund to Customer the pro rata unused portion of the fees paid to Provider, terminate this Agreement, and relieve Customer of any further payment obligations hereunder.
AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT, REGARDLESS OF THE NATURE OF SUCH CLAIM, SHALL NOT EXCEED THE TOTAL SAAS FEES PAID BY CUSTOMER HEREUNDER DURING THE IMMEDIATELY PRECEDING ONE (1) MONTH. PROVIDER SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT, WARRANTY, OR OTHER LEGAL THEORY, AND EVEN IF PROVIDER HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY PROVIDER. CUSTOMER AGREES THAT THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT PROVIDER HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT AND THAT THE SAME FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
If you’re a digital consumer direct lender that operates in multiple states you know how hard it is to maintain your customer over a lengthy purchase transaction. SpriteRE stays with your customer throughout the transaction and can improve your purchase close rates by up to 20%. When you cobrand with SpriteRE we reinforce the clients need for pre-qualification prior to connecting them with a cooperative experienced local agent and direct them back to you in the event they are not yet prequalified. Once the home buyer is prequalified, under agency, and actively looking for their next home, SpriteRE automatically delivers milestone notifications keeping you in touch with your client’s transaction. If you’re looking to close a higher percentage of your purchase clients please fill out the adjacent form and one of our transaction coordinators will contact you directly.