United Southwest Mortgage Corporation, Inc, dba All Reverse Mortgage Company Terms of Use

This All Reverse Mortgage Company (ARMC) Terms of Use (Agreement) is effective as of today's date and is entered into between you the Broker and ARMC and it governs the Broker's use of the ARMC Website.

Broker and ARMC Hereby Agree:

Broker seeks to become an authorized user of the ARMC Website for the purpose of enabling Broker to deliver mortgage loans to borrowers offered by ARMC;

The parties to this Agreement are currently bound by the terms and conditions of other agreements including but not limited to a Broker Loan Agreement, the terms of which remain in full force and effect; and

The parties wish to add to any other agreements now in effect between themselves through the terms of this Agreement.

Therefore the parties (Broker and ARMC) hereby agree to the following:

I. Conditions

Broker is granted permission to gain access and to use the information contained on the ARMC Website subject to the following conditions:

1. Broker is approved and in good standing with ARMC and has not had its approval revoked;
2. Broker shall use the information gained on the ARMC Website solely for the purpose of originating wholesale mortgage loans for submission to ARMC for funding;
3. Broker will not copy or post any information contained on the ARMC Website on any network computer or broadcast in any media; and
4. Broker agrees not to modify any information contained on the ARMC Website.

Use of the ARMC Web Site for any other purpose or in any manner other than the intended manner is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted. Logos, graphics, and designs are protected by trade dress and other laws and may not be copied, imitated or transmitted without the express written consent of ARMC.

II. ARMC's Representations

ARMC makes the following representations to Broker regarding itself and any loans that are true and correct now and shall remain true and correct during the term of this Agreement:

1. Loan Approval. Notwithstanding anything to the contrary in this Agreement, ARMC is under no obligation to fund any loan submitted to it by Broker and may, in its sole discretion reject any loan it feels does not meet its underwriting criteria, standards or guidelines. Even after a loan has been approved, ARMC shall not fund said loan until all conditions deemed necessary by ARMC have been satisfied;
2. Rate Sheets. ARMC shall provide rate sheets to Brokers that are not intended for third parties. They do not include important items for consumers such as APR, etc. It is the Brokers responsibility to make certain that any rate sheets provided to consumers meet all applicable laws and regulations and not merely distribute ARMC rates as they appear on this Website intended only for licensed real estate professionals;
3. No Warranties on information supplied by ARMC. ARMC and its suppliers make no representations whatsoever about the information contained herein. ARMC and its suppliers are not liable for special, indirect or consequential damages or any damages resulting from loss of use, data or profits, whether in an action of contract negligence or other tort, arising out of or in connection with the use or performance of information or failure to provide services or information available on the ARMC Website.
4. Locking of Rates. ARMC shall not honor a lock request if the request is not submitted prior to the lock cut-off time, there has been a change in the rates, the lock information is inaccurate or incomplete, the pricing is not in accordance with the pricing offered at the time the lock is received (this includes locks received after mid-day rate changes), the program will not allow for the terms requested or the information supplied by the broker is not accurate. ARMC will notify the Broker of confirmation of their lock the same day as received. The Broker must notify ARMC within 24 hours of any discrepancies. If Broker submits a loan with no, partial or inaccurate lock information, ARMC will automatically float the submission until such time as Broker can be contacted and a correct lock request can be obtained.

III. Provisions

These are the Provisions of the Website usage. By using the Website, Broker agrees to the following:

1. Modifications. Broker agrees that as a condition of using this Website, Broker is bound by the Terms and Conditions contained herein. ARMC reserves the right to modify these terms and conditions at any time and those modifications will be posted on the Website.
2. Security. ARMC has enacted policies and procedures to protect and prevent unauthorized access to this Website and the information contained therein. Broker is responsible for maintaining the integrity of all passwords, identification numbers, etc. assigned to Broker by ARMC. Broker accepts sole responsibility for all instructions, commitments, taken under Broker's passwords and identification codes. Broker agrees to change passwords appropriately as staff changes and to immediately notify ARMC in the event of any unauthorized usage or problems.
3. Trademarks and Logos. Broker shall not use ARMC's name or make any likeness of any ARMC trademarks, or logos in any advertising or marketing materials.
4. FNMA (Fannie Mae) Desktop Underwriter (DU). Broker understands that it may be a party to one or more agreements that govern Broker's use of FNMA's DU. Therefore, Broker expressly agrees to comply with all the terms and conditions of all such agreements at all times, even while using ARMC's Website. Any breach of any FNMA agreements constitutes a breach of this Agreement, which gives ARMC full right to terminate this Agreement. This shall remain true of any third party agreements, now in effect or to be added in the future.
5. Software. Any software available to Broker for download from this Website is the copyrighted work of ARMC and/or its affiliates or suppliers. The terms of the end user license agreement which accompanies the software govern the use of the software. By installing, downloading or using said software, Broker and all end users agree to all of the terms and conditions of any applicable License Agreement.
6. Links to Other Web Sites. ARMC will provide links to other Web Sites of third parties, not affiliated with ARMC, as a convenience to Broker. ARMC does not own, operate or control the content or the operation of these third party sites and therefore ARMC assumes no responsibility or liability for the content or the use of these sites. A link to any site does not imply an endorsement by ARMC of the site, its content or its operator.
7. Non-Exclusivity and Relationship of Parties. Broker and ARMC understand that this is a non-exclusive Agreement and that Broker is not bound to submit and fund all loans to ARMC. Both parties acknowledge and agree that Broker and ARMC are at all times independent of one another and that Broker is an independent contractor. Nothing contained in this agreement or any other between the parties shall be construed as a joint venture or partnership or in any way create any equitable right or title between Broker and ARMC. Neither party shall at any time, represent to any third party, borrower or otherwise, that it is an employee or agent of the other.
8. Brokers Indemnification. Broker agrees to defend, indemnify and hold Pacific Community Mortgage, Inc and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorney's fees, arising in any way from the use of the ARMC Website or the use, distribution, or transmission of any information, message, software, or other materials through the ARMC Website by Broker or users of Broker's passwords or other login information.
9. Limitation of Liability. ARMC shall have no liability to Broker for ARMC's failure to approve any loan submitted to ARMC for underwriting except as determined as willful misconduct in a court of law. Programs and Pricing are subject to change without notice and may do so even before ARMC has the opportunity to update their Website as the secondary market changes. ARMC will endeavor to always keep the information contained on the Website absolutely current but cannot be bound to outdated or incorrect information in the event of a change or error.
10. Termination. Either party may terminate this agreement at any time, for any reason, and the termination shall be effective immediately upon notice. All representations and warranties made herein and the rights and obligations of the parties hereunder without regard to the continued use of the ARMC Website shall remain in full force and effect notwithstanding any termination of this agreement.
11. Severability. If any term, clause or provision of this Agreement shall be deemed invalid or unenforceable for any reason, the remainder of this Agreement shall remain in full force and enforceable in accordance with the remaining terms. The unenforceability or invalidity of any terms or clauses shall not render any other clauses or terms unenforceable or invalid.
12. Waiver. No waiver of any provision of this Agreement or of the rights and obligations of the parties shall be effective unless in writing and signed by the party waiving compliance. Any such waiver shall be effective only for the specific instance and for the specific purpose stated in the writing. The Broker or corporate officer authorized by the Broker shall be the only parties recognized by ARMC as eligible to sign such waiver on behalf of Broker and only a corporate officer of Senior Vice President or above may do so for ARMC.
13. Successors and Assigns. The Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns. Broker may not transfer or assign any of its obligations rights or interests under this Agreement without the prior express written consent of ARMC. Any attempt to do so without consent would automatically be null and void.
14. Attorney's Fees. If any claim, legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney's fees and other costs incurred in that claim, action or proceeding, in addition to any other relief to which the party may be entitled.
15. Governing Law. This agreement shall be governed by and enforced under the laws of the State of California. In the event of a lawsuit, each party waives its right to a trial by jury and consents to jurisdiction in the state and federal courts located in the County of Orange, State of California.