AGREEMENT TO OUR LEGAL TERMS

These Terms of Use (the “Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “Customer”) and Indie Financial Technologies, Inc. (“Indie Mortgage”, “company”, “we”, “us” or “our”), concerning your access to and use of www.indiemortgage.co as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto and products and services provided by us, as defined below (collectively the “Services”). These Terms shall also govern our provision of and your use and access to Indie Mortgage’s proprietary technology platform (the “Platform”, included in the definition of “Services”) unless a specific agreement with respect to your access to or use of the Platform or other services have been entered into by and between us. You and Indie Mortgage may be collectively referred to as “Parties” and individually a “Party.”

These Terms incorporate by reference our Privacy Policy, and, if applicable, any Order we may enter into with you (hereinafter collectively referred to as the “Agreement”). Any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Services ("Feedback") shall be owned exclusively by Indie Mortgage, and Customer hereby assigns all rights, title and interest in and to such Feedback to Indie Mortgage and grants Indie Mortgage a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and distribute such Feedback in any manner. Any ambiguity, conflict or inconsistency shall be resolved according to the following order of precedence: these Terms or the applicable written agreement, the Order, Privacy Policy, and other supplemental terms and conditions.

YOU AGREE TO THESE TERMS BY ACCEPTING THIS AGREEMENT EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM (EACH AN “ORDER”) THAT REFERENCES THESE TERMS. 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 AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services after the date such revised Terms are posted.

1. ACCESS AND USE OF OUR PLATFORM

01. The Platform.

The Platform may (but also may not) include potential features and capabilities such as: (i) tools that may assist mortgage brokers and loan officers in managing customer interactions; (ii) functionality that may allow users to store, retrieve, and analyze call transcripts; (iii) potential integration capabilities with third-party VoIP providers for call transcript processing; (iv) possible tools for use in storage and organization of transcripts; and (v) potential analytical capabilities for client information and sales performance data. Customer acknowledges and agrees that: (a) except as expressly set forth in these Terms, Indie Mortgage makes no representations or warranties regarding the availability, functionality, or performance of any Platform features; (b) Indie Mortgage is not responsible for the accuracy, completeness, or quality of any third-party call transcripts that may be processed through the Platform; (c) any insights, recommendations, or analytics that may be provided by the Platform are strictly advisory in nature and are not guaranteed; and (d) Customers must exercise their own judgment and expertise when making business decisions regardless of any Platform outputs.

02. Access.

You may access our Platform by purchasing a subscription online or executing an Order form (each an “Order”). Subject to the applicable Order and these Terms, Indie Mortgage hereby grants to Customer the right to access and use the Platform in accordance with these Terms for the duration of the Order Term for the internal business use of Customer, only as provided in these Terms and only in accordance with any technical documentation that we may provide (the “Documentation”).

03. Third Party Applications.

“Third-Party Applications” means computer software programs and other technology that are provided or made available to Customer or to Customer’s authorized end-users (“Authorized Users”) or Sublicensees (as defined below) by third parties, including those with which the Service may interoperate. Customer may be able to use the Platform by establishing integrations or other connections to one or more Third-Party Applications (each, a “Connection”). By implementing a Connection to a Third-Party Application, Customer hereby grants to Indie Mortgage the right, and is expressly instructing Indie Mortgage, to access and interoperate with that Third-Party Application during the Order Term in order to provide and support the Service.

04. Service Data.

Notwithstanding anything to the contrary, Indie Mortgage may collect, use, and analyze query logs and any data relating to the operation, support, performance, analytics and/or about Customer’s use of the Services (“Service Data”) for any legitimate business purpose, including but not limited to service improvement, security monitoring, and product development.

05. Authorized Uses.

Customer shall not access or use the Platform for any purpose except the sales, marketing, or business development activities of Customer. Customer shall not access or use the Product Data for the benefit of or on behalf of any person or entity except Customer. Subject to Customer’s compliance with all Applicable Laws, Customer may use the Platform to: (i) view the Product Data; (ii) communicate with any individuals contained within Product Data, in a manner that relates to such person’s profession, business, or employment; and (iii) identify prospective sales opportunities, research Customer’s existing customers and prospects, and otherwise analyze the Product Data in a manner relating to Customer’s sales, marketing, and business development activities.

06. Permitted Sublicensees.

Customer may, subject to additional payment terms agreed between the Parties from time to time, sublicense its rights to use the Platform to its Authorized Users and certain third parties pre-approved by us in writing as sublicensee (“Sublicensees”). Customer is responsible for all acts or omissions of its Authorized Users and Sublicensees, as applicable, with respect to the use of the Platform.

07. Restrictions.

Customer shall not, directly or indirectly: (a) attempt to gain unauthorized access to any part of the Platform or its related systems or networks; (b) except as expressly provided for in an Order, resell, distribute or otherwise make available any Service to any third party, including as part of a managed services offering; or (c) except to the extent limited by Applicable Law, reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, the Platform or access or use the Platform or Documentation in order to (1) copy ideas, features, functions or graphics, (2) develop competing products or services, or (3) perform competitive analyses.

08. Security.

Customer is responsible for maintaining the confidentiality and security of your access passwords and other credentials for accessing the Platform (collectively, “Customer Credentials”) and all activities that occur under your Customer Credentials. You may not disclose your Customer Credentials to any third party except as expressly authorized in writing by us. You agree to immediately notify us of any unauthorized use of your Customer Credentials or any other breach of security.

09. Violations.

We reserve the right to investigate potential violations of the above provisions of this Section 1. In the event Indie Mortgage reasonably believes a violation has occurred, Indie Mortgage will have the right to suspend Authorized Users or Sublicensees suspected of the violation from accessing the Service for so long as is reasonably necessary to address the potential violation.

10. Suspension.

Without limiting the foregoing, Indie Mortgage, without any responsibility or liability to Customer or any third party, may suspend or limit Customer’s access to or use of the Platform or Services if: (1) Customer’s account is more than thirty (30) days past due; (2) Customer’s use of the Platform or Services results in damage to or material degradation of the Platform or Services; or (3) Such suspension is necessary for maintenance of the Platform or Services.

2. CUSTOMER RESPONSIBILITIES

1. Customer Responsibilities.

Customer represents, covenants, and warrants that Customer will:

1. use the Platform or any part of the Services only in compliance with the Documentation, Indie Mortgage’s standard published policies then in effect and all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services;
2. not use the Platform or any part of the Services in a manner that violates any third-party intellectual property, contractual or other proprietary rights;
3. cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access, and documentation that is reasonably necessary to enable us to provide Platform or any part of the Services;
4. be responsible for obtaining any consents, licenses, authorities, and permissions from other parties necessary for the Platform or any part of the Services to be provided in accordance with these Terms, at its cost, and for providing us with the necessary consents, licenses, authorities, and permissions;
5. sublicense the Platform or any part of the Services only to permitted Sublicensees.

2. Responsibility for Authorized Users.

Customer acknowledges and agrees that Customer shall ensure that all Authorized Users comply with all terms and conditions of this Agreement.

3. Operating Environment.

Customer shall be responsible for obtaining, maintaining and supporting any equipment, ancillary services and other operating environment needed by the Authorized Users or Sublicensees to connect to, access or otherwise use the Platform or Services.

3. INTELLECTUAL PROPERTY RIGHTS

1. Indie Mortgage Intellectual Property.

Customer acknowledges that all the Intellectual Property Rights, including but not limited to any patents, copyrights, trademarks, service marks, trade secrets or other proprietary rights in and to the Service are owned by and shall remain property of Indie Mortgage, Indie Mortgage’s licensors or suppliers. Subject to the foregoing, during the Order Term, Indie Mortgage grants Customer the limited, revocable right to access and use the Services (including the Platform).

2. Customer Intellectual Property.

Customer retains all right, title, and interest in and to any and all content, data, and intellectual property it uploads or transmits using the Services, including but not limited to information sourced via integrations with Customer’s systems (“Customer Content”). Indie Mortgage does not acquire any ownership rights in Customer Content under this Agreement. Customer grants Indie Mortgage a limited, worldwide, non-exclusive, royalty-free license to use, copy, store, process, and analyze Customer Content solely for the purposes of (i) providing and supporting the Services, and (ii) improving and developing the Platform.

3. Product Data.

Indie Mortgage shall own and retain all rights, title and interest in any product, information, data, or results created and/or delivered pursuant to the Services, other than Customer Content (the “Product Data”). We grant Customer a limited, non-exclusive, non-transferable, non-sublicensable, license to use such Product Data applicable to Customer and relating to Customer’s use or access of the Services.

4. Online Submissions.

By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services, or uploading any data in the Platform (“Submissions”), you agree to assign to us all Intellectual Property Rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You are solely responsible for your Submissions.

5. Publicity.

Neither Party shall, except as otherwise required by Applicable Law, issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other Party’s marks or logos without the prior written consent of the other Party.

4. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

5. PAYMENTS

You agree to pay all fees charged by Indie Mortgage for Customer’s use of our Services in accordance with these Terms and applicable Order(s) (collectively, “Fees”). Except as otherwise provided in an Order, all Fees must be paid in U.S. dollars and within thirty (30) days of invoice. If Customer fails to make payment when due, Indie Mortgage may charge interest on the past due amount at a rate of 1.5% per month or, if lower, the highest rate permitted under Applicable Law.

6. TAXES

Customer shall be solely responsible for determining and paying all applicable taxes on amounts payable by Customer under the Orders and this Agreement.

7. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to monitor the Services for violations of these Terms;

8. PRIVACY

We care about data privacy and security. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms.

9. TERM AND TERMINATION

1. Term.

These Terms shall commence on the earliest of the following dates: the date Customer first accesses the Platform; or the date Customer executes an Order.

2. Termination.

We may terminate any Order upon written notice to Customer if Customer fails to pay any amount due under the Order, and such failure continues more than fifteen (15) days after Indie Mortgage’s delivery of written notice.

3. Effects of Termination.

Customer must immediately stop using the Platform or Services;

4. Termination Payment.

Customer must, within five (5) business days of termination, pay to Indie Mortgage, all Fees incurred and/or owing under these Terms or the relevant Order.

10. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice.

11. CONFIDENTIALITY

1. Definition of Confidential Information.

“Confidential Information” means all confidential information disclosed by one Party to the other Party.

2. Protection of Confidential Information.

The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information.

12. WARRANTY AND DISCLAIMER

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." INDIE MORTGAGE'S SOLE WARRANTY IS THAT IT WILL PROVIDE THE SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER.

13. LIMITATIONS OF LIABILITY

1. Exclusions.

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

2. Aggregate Liability.

OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

14. INDEMNIFICATION

1. Indemnification by Indie Mortgage.

Indie Mortgage agrees to defend, indemnify and hold harmless Customer and its employees, contractors, agents, officers and directors from any and all claims.

2. Indemnification by Customer.

Customer agrees to defend, indemnify and hold harmless Indie Mortgage and its Affiliates from any and all Losses arising out of or related to any Action by a third party.

15. USER DATA

We will maintain certain data that you transmit to the Services.

16. ELECTRONIC COMMUNICATIONS, TRANSACTIONS AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications.

17. GOVERNING LAW

These Terms shall be governed by the laws of the State of Delaware.

18. DISPUTE RESOLUTION

1. Binding Arbitration.

If the Parties are unable to resolve a Dispute, it will be finally and exclusively resolved by binding arbitration.

2. Restrictions.

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually.

3. Exceptions to Arbitration.

The Parties agree that certain Disputes are not subject to the above provisions concerning binding arbitration.

19. MISCELLANEOUS

1. Assignment.

You may not assign any of your rights or delegate any of your obligations under this Agreement without our prior written consent.

2. Entire Agreement.

These Terms, any Order(s), and any policies or operating rules posted by us on the Services constitute the entire agreement.

3. Severability.

If any provision or part of a provision is determined to be unlawful, void, or unenforceable, that provision shall be deemed severable from these Terms.

4. Independent Contractor.

There is no joint venture, partnership, employment or agency relationship created between you and us.

5. Modification or Waiver.

No amendment, modification, waiver of, failure to enforce strict performance of, delay or omission in the exercise of any rights shall be effective unless signed by an authorized representative for Indie Mortgage.

6. Notice.

All notices under this Agreement will be in writing.

7. No Third-Party Beneficiaries. Unless expressly set forth herein, nothing in this Agreement is intended to confer upon any person or entity.

8. Rights and Remedies Cumulative.

Unless expressly stated otherwise herein, all rights and remedies provided for in these Terms shall be cumulative.

20. Force Majeure.

Except for Customer’s obligations to pay any amounts due under these Terms, neither Party will be liable to the other for any delay or failure to perform as required.

21. DEFINITIONS

Capitalized terms not otherwise defined in these Terms shall have their respective meanings assigned to them in this Section 21.

Please contact us at team@indiemortgage.co to report any violations of these Terms of Service or with any questions.