READ THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE ACCESSING THIS SOFTWARE. THIS AGREEMENT, BETWEEN THE LANIS GROUP, LLC., (“LANIS”) AND YOU (“YOU” OR “SUBSCRIBER”), STATES THE TERMS AND USE OF ALL LANIS SOFTWARE AND ALL ACCOMPANYING DOCUMENTATION. THIS AGREEMENT CONTAINS BINDING OBLIGATIONS AND RESTRICTIONS ON SUBSCRIBER’S USE OF THE SOFTWARE, DISCLAIMERS, LIMITATION ON LANIS’S LIABILITY, INDEMNIFICATION OBLIGATIONS AND OTHER IMPORTANT TERMS.
LANIS LICENSES THE SOFTWARE TO SUBSCRIBER ONLY UPON THE CONDITION THAT SUBSCRIBER ACCEPTS ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. THE AGREEMENT IS EFFECTIVE BETWEEN SUBSCRIBER AND LANIS AS OF THE DATE OF ACCEPTANCE. BY ACCESSING THE LANIS SOFTWARE THE SUBSCRIBER OR SUBSCRIBER’S APPOINTED LANIS ADMINISTRATOR ACCEPTS THE TERMS IN THE SUBSCRIPTION AGREEMENT; SUBSCRIBER AGREES THAT SUBSCRIBER UNDERSTANDS THIS AGREEMENT AND ACCEPTS ITS TERMS. BY ACCESSING THE SOFTWARE, YOU ARE BINDING YOURSELF AND THE BUSINESS ENTITY THAT YOU REPRESENT TO THE TERMS OF THIS AGREEMENT.
1.DEFINITIONS:
1.1. Access Codes are any account IDs, passwords or logins provided to Subscriber or established by Subscriber for the use of the Software.
1.2. Documentation includes all user manuals and other materials provided by LANIS describing the installation, operation, use, maintenance or support of the Software.
1.3. Interface(s) refers to links within the Software to Service Providers.
1.4. Retired Software is any discontinued version of the Software.
1.5. Seat refers to the right to access or use the Software on a computer. For example, in a five per seat license, once the Software has been installed on five (5) computers, the sixth (6th) installation is prohibited.
1.6. Service Providers refers to the companies providing services via the Interfaces.
1.7. Software Fees are the fees paid for use of the Software, including any “Implementation Fees”, which are the start-up fees paid by Subscriber at initial purchase, “Recurring Fees,” which are either a monthly or one (1) year recurring payment for use of the Software.
1.8. Subscriber is the individual or entity that purchases the subscription under this Agreement.
1.9. Term of Agreement is the period from the date a subscription is purchased to the date of termination by either Subscriber or LANIS.
1.10. This Agreement refers to the entire Software License Agreement.
1.11. Update(s) are modifications to the Software, including, but not limited to corrections to known issues and/or Interface updates, and enhancements or other changes in features and functionality.
1.12. User(s) are Subscriber’s approved end user(s) of the Software for whom the related Software Fees have been paid by Subscriber.
2.GRANT OF LICENSE:
2.1 Commercial License:
2.1.1. Subject to Subscriber’s compliance with the terms and conditions of this Agreement, LANIS grants Subscriber a non-exclusive and non-transferable (except as permitted under Section 7- Assignment) license to access and use the Software, solely for Subscriber’s internal business purposes, according to the applicable usage listed below:
a) Subscriber is granted a per seat license. A per seat license allows Subscriber to access and use the Software, whether locally or remotely, on as many computers as the number of Seats Subscriber has purchased. For example, in a five per user license, once five users have been allowed access to the Software, the sixth user is prohibited.
b) Subscriber’s license to use the Software is limited to, and Subscriber shall not use the Software in excess of, the number of Seats for which Subscriber has paid LANIS the required license fee.
2.2 Software Updates.
Software will be periodically updated to comply with regulatory requirements, enhance delivery and use as well as improve operational efficiency and meet the general business needs of LANIS and its Subscriber(s). Updates will be provided at no additional charge during the term and LANIS shall provide Subscriber with Updates as they become generally commercially available. LANIS will make reasonable commercial efforts to electronically notify Subscriber of any significant changes.
2.3 Use of Third-party Hosting Company.
Subscriber may contract with a hosting company solely for Subscriber’s remote access, provided that the total number of access points does not exceed the number of Seats that Subscriber has purchased. Subscriber is solely responsible for adhering to this Agreement. No license is granted to hosting company by way of this Agreement.
2.4 Method of Payment.
Subscriber authorizes LANIS to charge the Software Fees on a recurring monthly or twelve (12) month basis (or such other payment arrangement established by the parties in writing) to the credit card provided to LANIS Subscriber.
2.5 Nonpayment by Subscriber.
LANIS reserves the right to terminate this Agreement if Subscriber’s account becomes thirty (30) days past due for reasons including, but not limited to, declined credit card charge, or lapsed credit card.
2.6 Payment Obligations.
Subscriber shall remain obligated for all Software Fees until this Agreement is terminated by Subscriber or LANIS. Termination of this Agreement shall not relieve Subscriber of the obligation to pay any outstanding fees. No Software Fees will be refunded in the event this Agreement is terminated by LANIS due to nonpayment.
2.7 Changes to Software Fees.
LANIS reserves the right to change the Software Fees. LANIS will make reasonable efforts to announce any pricing changes via e-mail provided to LANIS by Subscriber.
3. LICENSE RESTRICTIONS:
LANIS reserves all rights in the Software not expressly granted to Subscriber in this Agreement. Except as expressly specified in Sections 2 (Grant of License), 6 (Software Fees) and 7 (Assignment), Subscriber may not: (a) copy, modify, translate, adapt, or prepare derivative works of the Software; (b) sell, license, sublicense, transfer, lease, lend, rent, publish, display, or otherwise distribute the Software to any third party; or (c) disassemble, decompile, or otherwise reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
4. LIMITED USE LICENSING RESTRICTIONS:
In the event Subscriber has been given a right to use Software for limited purpose (i.e., approved educational institutions, approved entities in connection with criminal or civil investigations, and LANIS’s Interface vendors), Subscriber is prohibited from using the Software to originate mortgage loans. Further, the following Sections of this Agreement are not applicable to limited use Software licensing: Use of Third-party Hosting Company, Assignment, Interfaces, Disclosure of Information, Availability of Interfaces, Software Refunds, and Inter-Company Cost Recovery.
5. OWNERSHIP:
LANIS retains ownership and all rights, title, and interest in the Software and related materials, including all worldwide patent rights, copyrights, trademarks, trade secrets, know-how and any other intellectual property rights therein. Subscriber must take reasonable steps to protect Licensor’s intellectual property rights. Subscriber may not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing in the Software as delivered to Subscriber.
6. SOFTWARE FEES:
Subscriber shall abide by the payment requirements established during the sale of the Software and referenced in the sales quote (“Software Fees”).
7. ASSIGNMENT:
Subscriber may not assign this Agreement, in whole or in part, without LANIS’s prior written consent (which consent shall not be unreasonably withheld). In order to affect an assignment, Subscriber shall work cooperatively with LANIS to complete all required paperwork. Subject to the foregoing, this Agreement shall be binding on and enforceable by the parties and Subscriber’s permitted assignee.
8. USE OF ACCESS CODES:
Subscriber shall be responsible for maintaining the confidentiality of any account IDs, passwords or logins (“Access Codes”) provided to Subscriber or established by Subscriber for the use of Subscriber’s Software. Furthermore, Subscriber is entirely responsible for any and all activities that occur under Subscriber’s Access Codes. LANIS will not be liable for any loss that Subscriber may incur as a result of someone else using its Access Codes, either with or without knowledge.
9. INTERFACES:
The Software may include links (“Interfaces”) to numerous lenders, mortgage service providers, and other third parties (“Service Providers”). In the event Subscriber intends to use or request the services and products of Service Providers, Subscriber is solely responsible for reviewing and understanding the terms and conditions governing the usage of such Service Providers and their services and products. Subscriber understands that Subscriber is subject to the specific terms, fees, conditions, policies, and agreements imposed by such Service Providers. LANIS makes no representation or warranty of any kind concerning Subscriber’s use of such Service Providers and their services and products or the performance or results obtained by Subscriber or its customers by using such Service Providers and their services and products.
10. DISCLOSURE OF INFORMATION:
Interfaces enable Subscriber to send information, including, but not limited to, a consumer’s personal information, directly to Service Providers. LANIS is not responsible for any information sent by Subscriber to such Service Providers and is not responsible for information requested by such Service Providers. LANIS assumes no responsibility as to whether information requested by a Service Provider is appropriate. It is Subscriber’s sole responsibility to contact a Service Provider regarding what particular type of information is being shared or exchanged, the Service Provider’s use and sharing practices of such information, and whether the Service Provider has updated or revised its policies regarding the Service Provider’s use and sharing practices. LANIS assumes no responsibility for the disclosure, dissemination, collection, use, sale, or sharing of information about a consumer and/or Subscriber. It is Subscriber’s sole responsibility to ensure that Subscriber and its employees and agents comply with any applicable laws, including but not limited to, all privacy laws, now and hereafter in effect, and to ensure that any information Subscriber (including its employees and agents) shares with Service Providers is in compliance with applicable law, Subscriber’s own privacy notices and policies, and any consent or disclosure instructions provided by a consumer to Subscriber.
11. AUTOMATIC INTERFACE UPDATES:
11.1. LANIS has the right to add, remove, or modify the Interfaces listed in the Software. For the purpose of this Agreement, changes to the listed Interfaces are considered part of the Software and are subject to the terms of this Agreement. The automatic interface updates in no way extend the limited warranty period provided in Section 19 (Warranty Disclaimer).
11.2. The Software will be periodically updated to comply with regulatory requirements, enhance delivery and use, as well as improve operational efficiency to meet the general business needs of LANIS and its Subscriber(s). Updates will be provided at no additional charge during the term and LANIS will provide Subscriber with Updates as they become generally commercially available. LANIS will make reasonable commercial efforts to electronically notify Subscriber of any significant changes.
12. AVAILABILITY OF INTERFACES:
Subscriber understands that Subscriber’s access to Service Providers through the Interfaces may be limited or interrupted from time to time, due to updates, maintenance, and repairs of such Interfaces by LANIS and/or Service Providers, and due to losses or interruption of access to the Interfaces due to causes beyond the control of LANIS, including, but not limited to, failure of telecommunication or digital transmission links, Internet slow-downs or failures, and unforeseen hardware or communication problems. LANIS shall not be liable to Subscriber in connection with Subscriber’s inability to access Interfaces.
13. RIGHT TO TRACK:
LANIS has the right to track all installations of the Software and the use of Interfaces (as defined above) included in the Software. During these processes, LANIS will not collect or store any loan data. The Software will periodically transmit installation and usage data to LANIS via the Internet. Subscriber agrees not to disable or otherwise interfere with such network transmissions.
14. SOFTWARE DEPLOYMENT:
LANIS reserves the right to determine the method by which the Software is deployed to Subscriber.
15. SOFTWARE RETIREMENT:
LANIS reserves the right to discontinue production and distribution of any versions of the Software. LANIS further reserves the right to determine which Software versions LANIS considers to be retired. Subscriber may continue to use retired Software; however, technical support and updates will not be available. Retired Software is not available for electronic delivery and LANIS reserves the right to cease delivering retired Software. LANIS’s retired Software remains the intellectual property of LANIS.
16. SOFTWARE REFUND:
Requests for refund must be received by LANIS within thirty (30) days of the Software initial payment date. No refunds will be considered once the Software has been deployed by Subscriber to its users. Deployment of Software by Subscriber shall constitute Subscriber’s full acceptance of all terms and conditions outlined in this Agreement, including acceptance of the Software Fees reflected on the applicable Software recurring payment. LANIS reserves the right to revise its refund policies at any time, without notice.
17. INTER-COMPANY COST RECOVERY:
In the event Subscriber implements an inter-company cost recovery solution in connection with Software licensed, Subscriber is required to: (a) remain in compliance with Section 2 (Grant of License) of this Agreement – the number of Software seats distributed to Subscriber’s employees cannot exceed the number of seats licensed to Subscriber; (b) inform its employees that there is no Software ownership transfer in connection with its cost recovery program; (c) offer its licensed Software seats to its employees at a price not to exceed the cost LANIS charges for the Software; and (d) use the words “LANIS Software Cost Recovery” whenever providing explanation of its cost recovery program so as to avoid confusing Subscriber’s collection of monies for the Software with a reselling of the Software. Subscriber remains the Subscriber of all Software Seats used by its employees, and thus, remains obligated to all of the terms of licensing set forth in this Agreement. Notwithstanding the foregoing, as stated in Section 3 of this Agreement (License Restrictions), Subscriber is restricted from reselling the Software or giving the impression of being a reseller. The inter-company cost recovery solution permitted as set forth in this Section is intended to allow Subscriber to recoup some of its Software costs – it is not intended as a profit-making venture for Subscriber.
18. TERM AND TERMINATION:
This Agreement will remain in force until terminated. Subscriber may terminate this Agreement at any time by providing LANIS with written notice of termination. LANIS may terminate this Agreement if Subscriber fails to comply with the terms of this Agreement. In such event, Subscriber must remove all Software from its computer system(s) and destroy all copies of the Software in its possession or control.
19. WARRANTY DISCLAIMER:
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, LANIS PROVIDES NO WARRANTY, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE SOFTWARE AND THE INTERFACES ARE ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, AND ARE COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LANIS OR ELSEWHERE, WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
20. LIMITATION OF LIABILITY:
LANIS’S TOTAL LIABILITY TO SUBSCRIBER FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO LANIS BY SUBSCRIBER FOR THE SOFTWARE. IN NO EVENT WILL LANIS BE LIABLE TO SUBSCRIBER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, THE INTERFACES, OR SERVICE PROVIDERS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT LANIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
21. (A) INDEMNIFICATION BY SUBSCRIBER. Subscriber agrees that Subscriber shall, at its expense, defend, indemnify, and hold harmless, LANIS and its affiliates (including, its officers, directors, employees, agents, attorneys, independent contractors and professional advisors) from and against any and all claims, demands, liabilities, costs, expenses (including, all reasonable attorneys’ fees and costs), losses, damages, judgments, or settlements arising or resulting from any claims, demands, actions, and other proceedings by any party, including any third party, to the extent such arise out of or relate to: (a) Subscriber’s use of the Software (including use of the Interfaces), and any other LANIS products or services in a manner inconsistent with, or in a manner not intended by, this Agreement; (b) Subscriber’s use of Service Providers and their products and services; (c) any act or omission of Service Providers, and agents and employees of such Service Providers; (d) the collection, distribution, dissemination, sharing, use, or sale of information provided to Service Providers; (e) Subscriber’s violation of any local, state, federal, or international laws, or breach of this Agreement; (f) any act or omission by Subscriber, its agents and employees, for any services agreed to be performed by any third party; and (g) to the extent not covered in the preceding sub-paragraphs, any negligent act, error or omission, or intentional misconduct of Subscriber, its permitted subcontractors, or their officers, directors, agents, invitees, employees, or other persons acting on Subscriber’s behalf. The terms of this section shall survive the termination of this Agreement for whatever reason, but only as to acts defined in the preceding sub-paragraphs which occur during the period of this Agreement.
21. (B) INDEMNIFICATION BY LANIS. LANIS agrees that LANIS shall, at its expense, defend, indemnify, and hold harmless Subscriber and its affiliates (including, its officers, directors, employees, agents, attorneys, independent contractors and professional advisors) from and against any and all claims, demands, liabilities, costs, expenses (including, all reasonable attorneys’ fees and costs), losses, damages, judgements, or settlements arising or resulting from any claims, demands, actions, and other proceedings by any party, including any third party, to the extent such arise out of or relate to: (a) any suit or claim that the Software infringes or misappropriates any third party’s U.S. copyright, patent, trademark or trade secret; (b) any material breach by LANIS of any of the terms and conditions of this Agreement, including, but not limited to, warranties, (except as set forth in Section 19), covenants, obligations and/or representations; or (c) to the extent not covered in the preceding sub-paragraphs, any negligent act, error or omission, or intentional misconduct of LANIS, its permitted subcontractors, or their officers, directors, agents, invitees, employees, or other persons acting on LANIS’s behalf. The terms of this section shall survive the termination of this Agreement for whatever reason, but only as to acts defined in the preceding sub-paragraphs which occur during the term of this Agreement.
22. GOVERNING LAW/VENUE:
This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflicts of law rules or principles. The appropriate venue for any legal action shall be exclusively the state and federal courts of California.
23. ATTORNEYS’ FEES:
In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretation, its performance, or the like, the prevailing party will be entitled to reasonable attorneys’ fees and expenses, court costs, and reasonable costs for expert and other witnesses attributable to the prosecution or defense of that controversy or dispute.
24. EXPORT LAW:
Subscriber agrees to comply fully with all U.S. export laws and regulations to ensure that the Software, any technical data related thereto, or any direct product thereof, are not exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
25. GOVERNMENT USERS:
The Software is “commercial computer software” and “commercial computer software documentation,” as such terms are used in FAR 12.212. Any use, duplication, or disclosure of the Software by or on behalf of the U.S. Government is subject to restrictions as set forth in this Agreement. Manufacturer is The LANIS Group, LLC., with offices at 2318 Yew Drive, Newbury Park, CA 91320.
26. SUBSCRIBER CONTACT INFORMATION CHANGE:
So that LANIS may effectively provide Subscriber with Software updates, Subscriber must notify LANIS of any subscriber contact information change. In order to implement a requested change, the appropriate LANIS form is required to be completed by Subscriber’s primary contact and processed by LANIS. For all Forms Contact info@GoLanis.com
27. NOTICES:
All notices or approvals required or permitted under this Agreement are required to be in writing and delivered by confirmed email, facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or to such other address as may be specified by either party to the other in accordance with this Section.
28. NON-EXCLUSIVE REMEDY:
Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
29. WAIVER:
The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.
30. FORCE MAJEURE:
Neither Subscriber nor LANIS shall be liable for damages, nor shall be considered to be in breach of, or default under this Agreement due to any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond either party’s reasonable control.
31. SEVERABILITY:
If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.
32. HEADINGS:
The Section headings contained in this Agreement are inserted for convenience only and should not affect in any way the meaning or interpretation of this Agreement.
33. ENTIRE AGREEMENT:
33.1. This Agreement and the Privacy Policy posted at www.golanis.com constitute the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings, or communications between the parties, oral or written, regarding its subject matter.
33.2. LANIS may amend the terms and conditions of this License Agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL www.golanis.com which amended terms and conditions shall be binding upon Subscriber.
34. SURVIVAL:
The terms of Sections 3, 5, 10, 19-24, 28-30, and any other provisions which by their nature should survive, shall survive the termination of this Agreement.
35. ACCEPTANCE:
Subscriber agrees that Subscriber has read this Agreement and hereby accepts its terms.
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