TERMS OF SERVICE

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TERMS OF SERVICE

These Terms of Service constitute a legally bindingagreement (this “Agreement”) by and between Blueprint Solutions LLC (hereinafter “Provider”), a provider of IncomeXpert and IncomeXpert PLUS online mortgage income analysis calculators and reports for the purposes of supporting mortgage underwriting(hereinafter “Service”) and the (“Recipient”).  Each of Provider and Recipient may be referred to in this Agreement as a “party” and together, as the “parties” and includes that Party’s successors and assigns.

1. Definitions
   1. “Account” refers to the Service selected by the Recipient through the Provider’s website at the time of enrollment.
   1. “Acceptable use policy (AUP)” refers to the normal and expected use of the Account by the Recipient.
   1. “Confidential Information” means any non-public, confidential or proprietary information  disclosed by a Party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”

Confidential information includes , without limitation, any financial information, trade or business services, discoveries, ideas, concepts, know how, techniques, designs, strategies, specifications, drawings, blueprints, designs, flow-charts, data, computer programs, marketing plans, customer names, employee data, customer Loans, customer data proprietary to the parties, furnished for purposes of the Service or under this Agreement by the parties, or any other customer information considered nonpublic personal information as defined by state or federal law.

Confidential information does not include  (i) information that is in the public domain or subsequently enters the public domain through no fault of the receiving party; (ii) information that is in the receiving party’s possession prior to it being furnished by the disclosing party, provided the source of such information was not known to be bound by obligations of confidentiality with respect to such information; (iii) information the receiving party receives from any third party having a legal right to transmit such information, and is not known to be bound by obligations of confidentiality with respect to such information; and (iv) information independently developed by a party without reference to the other party’s Confidential Information.

• “Materials” refers to written (print and digital) and graphical content provided by or through the Service, including, without limitation, text, photographs, illustrations, and designs, whether provided by the Provider, another customer of the Service, or any other third party.
  • “Recipient Data” refers to data in electronic form input or collected through the Service by or from the Recipient.
  • “Privacy Policy” refers to the Provider’s privacy policy, posted at www.getblueprint.io/privacy policy, as such policy may change from time to time.
  • (g)  [MK1] “Service Failure” means an application, systems or service outage that disrupts Recipient’s use of the Service, as further described in the SLA.
  • “SLA” refers to the Provider’s Service Level Agreement set forth in Section 4 herein.

• [MK2]  due diligence 
  Recipient can request 5 Loan credits (free from cost) to create audit Loans to meet any vendor management auditing requirements.
  
  
• Materials, Software, & IP
  • Materials. Recipient recognizes and agrees that:
    • the Materials are the property of Provider or its licensors and are protected by copyright, trademark, and other intellectual property laws; and
    • Recipient does not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for Recipient’s use of the Service.
  • IP in General. Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant Recipient any intellectual property rights in or to the Service or any of its components.

• Online Policies
  • AUP. Recipient will comply with the AUP set forth below. In the event of Recipient’s material breach of the AUP, including without limitation any copyright infringement, Provider may suspend or terminate Recipient’s access to the Service.
    • Specific AUP Prohibited Practices
      • Sharing login information between multiple users.
      • Loan Re-use.  The practice of taking old Loans and changing the data in them to reflect a new/different Loan for the purpose of avoiding purchasing new Loans.  The following controls will be used to enforce the file reuse clause.

• Behaviors intended to gather information the Recipient is not authorized to view or possess (aka Hacking)
  • AUP prohibited practices are not limited to the specific practices in 4(a)(i) and will be revised from time to time upon reasonable prior notice to Recipient.
  • Privacy Policy. The Privacy Policy applies only to the Service and does not apply to any third-party site or service linked to the Service or recommended or referred to through the Service or by Provider’s employees.
• Each Party’s Warranties [3][MK4]
  • Recipient’s Identity. Recipient warrants: (i) that it has accurately identified itself through its Account and will maintain the accuracy of such identification; and (ii) that it is a corporation or other business entity authorized to do business pursuant to applicable law or an individual 18 years or older.
  • Right to Do Business. Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
  • Disclaimers. The Service shall comply with all applicable laws and governmental regulations.  Except for the warranty above, the Service is provided “as is” and as available, and Provider makes no warranties, either expressed or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose. Provider does not warrant that the Service will perform without error or immaterial interruption.
  • Law: Provider is and will remain in compliance with all applicable local, federal, and laws of each state in which Provider conducts business.
  • Errors and Omissions. The Provider will maintain an errors and omissions insurance policy covering the Service throughout the Term of the Agreement with a minimum coverage of ($2,000,000) two-million dollars.
• Limitation of Liability. I[5] n no event will the Provider’s  total liability arising out of or related to this Agreement exceed its $_____________insurance cover..  Neither party will be liable for any consequential, indirect, special, exemplary, incidental, or punitive damages arising out of or related to this Agreement. The liabilities limited by this section apply regardless of the forms of action, whether in contract, warranty, tort or, strict product liability, or otherwise: If applicable law limits the application of the provisions, the Provider’s liability will be limited to the maximum extent permissible.  Notwithstanding anything to the contrary in this Section, no limitation of liability shall apply to (a) damages caused by the fraud, gross negligence or willful misconduct of a party, or (b) a breach of the Privacy Policy by a party.
• Confidentiality.  The parties agree and acknowledge that, as a result of negotiating, entering and performing this Agreement, each party has and will have access to certain of the other party’s Confidential Information.  Each party also understands and agrees that misuse and/or disclosure of Confidential Information could adversely affect the other party’s business.  Accordingly, the parties agree that, during the term of this Agreement and thereafter, each party shall use and reproduce the other party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party’s Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party’s Confidential Information to any third party without the prior written approval of the other party. Notwithstanding the foregoing, it shall not be a breach of this Agreement for the receiving party to disclose Confidential Information of the disclosing party to the extent the receiving party is required to do so under applicable law or in a judicial or other governmental investigation or proceeding, provided the receiving party has given prompt notice to the disclosing party (where legally permitted) so that either party may seek a protective order or other relief to prevent such disclosure.  Upon either party’s written request, all copies of the Confidential Information (except for (i) that portion of the Confidential Information that is required to be retained pursuant to law and/or regulation, and/or (ii) Confidential Information stored on automatic computer back-up archiving systems), will be promptly returned to the originating party or destroyed; provided, however, that any Confidential Information retained shall be maintained subject to the terms of this Agreement for so long as such Confidential Information is retainedA party shall be entitled to legal and equitable remedies for any violation of this Section.
• Data Management.
  • Described in the Privacy Policy located at www.getblueprint.io/privacy
  • Data Deletion. The Provider shall delete all primary working copies of Recipient Data upon request of the Recipient.  Backup copies will be deleted naturally as part of the backup process.  Complete data deletion will be ensured within sixty (60) days of primary working copy deletion.
• Term
  • Term. This Agreement will continue for a term of [2] years, unless terminated earlier under Section [10].
    
    
• Termination
  • Termination on Notice. Either party may terminate this Agreement at any time and for any reason by providing a minimum of 60 days prior notice to the cessation of the Service.
  • Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

• the other party fails to perform, has made, or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
  • the failure, inaccuracy, or breach continues for a period of 14 Business Days after the injured party delivers notice to the breaching party reasonably detailing the breach[MK6] .

• Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement in writing with[MK7]  immediate effect.
  • Termination Because of Law or Order. Either party may terminate this agreement in writing with immediate effect if

• there is or becomes any Law that makes the performance of the terms of this agreement illegal or otherwise prohibited, or
  • any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

1. Miscellaneous
   1. Amendment. These terms of service SHALL ONLY  be amended by the Provider. The Provider may make the said amendments at any time[MK8] 
   1. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other and neither may bind the other in any way.
   1. No Waiver.  Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (i) by an authorized representative and (ii) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
   1. Force Majeure. To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement[MK9] .
   1.  
   1. Non-Assignment[MK10]  . Neither party may transfer or assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity. [MK11] 
   1. Choice of Law & Jurisdiction. This Agreement shall  be governed solely by and the Parties hereby submit to the exclusive jurisdiction of the internal laws of the State of Michigan, without reference to such State’s principles of conflicts of law[MK12] .  This Section shall only be amended by the Provider as highlighted in the Amendment Section above.
   1. Dispute resolution. Parties agree to settle disputes under this agreement through (select one[MK13] )

☐Negotiation                         ☐Mediation                               ☐Arbitration                       ☐Litigation

This Section shall only be amended by the Provider as highlighted in the Amendment Section above.

• (i)    [MK14] Court Costs and Attorneys’ Fees. In any action under this agreement, the prevailing party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other party, which fees shall be in addition to any other relief that may be awarded.
  • Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
  • Conflicts among Attachments. In the event of any conflict between the terms of this main body of this Agreement and those of the SLA or AUP, the terms of this main body will govern. In the event of any conflict between this Agreement and any Provider policy posted online, including without limitation the AUP and Privacy Policy, the terms of this Agreement will govern.
  • Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.
  • Headings. The Article and Section headings in this agreement are for convenience, and they form in no part of this agreement and shall not affect its interpretation.
  •  
  • Upgrade / Downgrade of Plan.  Recipientsare[MK15]  prohibited from downgrading or upgrading their plan for periods of less than  6 months

 [MK1]This has been covered at the top. Should you need to have the “Service” defined separately, the definition should be at the beginning of the definition section and not at the end after the word has already been used. In summary, it is prudent to define a word before using it.

 [MK2]It is prudent to use the same word throughout the document for clarity.

Get legal advice.  Do we need to better define what our service is and the functions it provides here?  Also, do we need to better define what is an “error and omission” as it relates to our product?  We also have cyber intrusion insurance but don’t really speak to that in the terms, should we add a clause?

 [MK4]Yes, please note that all these are positive additions that can be made to the document for clarity and broadness in definitions.

Revise this to address the fact we have business insurance

 [MK6]This Section causes confusion since there is no definition of what constitutes “material breach”. Therefore it wil be difficult to assess when to apply Part a or Part b.

 [MK7]It is prudent to be specific on how the termination should be issued.

 [MK8]It is prudent to clealy state who can make the ammendmnets.

 [MK9]Force Majeure should not simply excuse a Party from honoring the agreement.

 [MK10]The Section touches on non-assignement more than it touches on successors and assigns.

 [MK11]I have added this part at the top.

 [MK12]Wording the Section in the amandatory terms  and reiterating that the Section can only be  amended by you will assist in dealing with the ammendments by Recipients.

 [MK13]It is prudent to state the dispute resolution method you want to avoid having the Recipient inputting theirs.

Reiterating that the Section can only be  amended by you will  also assist in dealing with the ammendments by Recipients.

 [MK14]This is a repetition of the Choice of Law and jurisdiction Section since if you are choosing to apply the laws of the State of Michigan you are also submitting to the  jurisdiction of the State of Michigan.

 [MK15]It is prudent to use the same word throughout the document for clarity.

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