FIRSTLINE COMPLIANCE HELPDESK AGREEMENT/TERMS OF USE

Last Revised May 26, 2020 @ 7:30 AM ET

 

This Firstline Compliance, LLC Compliance Helpdesk Agreement, (this “Agreement”), is a binding contract between Firstline Compliance, LLC (“Firstline”) and the individual, company or type of Person intending to participate in the Firstline Compliance Helpdesk Service “Client”).

 

BY USING THE SERVICE, CLIENT (A) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) IF AN INDIVIDUAL, CLIENT IS 18 YEARS OF AGE OR OLDER; AND (II) CLIENT HAS THE RIGHT, POWER AND AUTHORITY, EITHER INDIVIDUALLY OR ON BEHALF OF HIS OR HER COMPANY, TO ENTER INTO THIS AGREEMENT AND BIND CLIENT TO ITS TERMS. IF CLIENT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, FIRSTLINE WILL NOT AND DOES NOT OFFER THE SERVICE TO CLIENT.

 

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

 

"Compliance Helpdesk" means the service provided by Firstline wherein Client may ask questions confidentially regarding routine compliance issues and, within a reasonable period of time, receive an opinion-based response from a Firstline helpdesk representative. Compliance Helpdesk services do not include: in-depth research or analysis, surveys of law or regulation, legal opinions, projects or other services, some or all of which may be available by separate written agreement.

 

“Documentation” means all documentation and other materials provided by Firstline.

 

“Intellectual Property Rights” means any and all intellectual property or proprietary rights throughout the world, including all: (i) patent rights (including patent applications and disclosures); (ii) registered and unregistered copyrights (including rights in software, including in source code and object code); (iii) registered and unregistered trademark rights; and (iv) trade secret rights.

 

“License” has the meaning set forth in Section 2.

 

“Client” has the meaning set forth in the preamble. “Firstline” has the meaning set forth in the preamble.

 

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.  

 

“Help Desk Service” means the service performed by Firstline referred to as the “Compliance Help Desk”. Firstline is not obligated to update, enhance, improve the Service or continue the Service for an indefinite period of time.

 

“Term” has the meaning set forth in Section 9.

 

“Third Party” means any Person other than Client or Firstline. “Third Party Licenses” has the meaning set forth in Section 3.

 

2. License Grant and Scope. Subject to and conditioned upon Client's strict compliance with all of the terms and conditions set forth in this Agreement, Firstline hereby grants to Client a non-exclusive, non-transferable, non-sublicensable limited license (hereinafter, the “License”) during the Term to use the Compliance Helpdesk Service, solely as set forth in this Section 2 and subject to all of the conditions and limitations set forth in Section 3 or elsewhere in this Agreement. This License grants Client the right to:

 

(a) use the Service only to have mortgage compliance questions answered and engage in discussions regarding the Client and mortgage lending compliance. The reproduction, copying, or redistribution of content for commercial purposes is prohibited without the express written permission of Firstline; and

 

(b) use the Service solely for Client's internal business purposes.

 

3. Use Restrictions. Client shall not, directly or indirectly:

 

(a) use (including make any copies of) the Service or Documentation beyond the scope of this License;

 

(b) permit any other Person (other than its own users) to use the Service or Documentation;

  

(c) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other Intellectual Property Rights notices from the Documentation, including any copy thereof;

 

(d) use the Service or Documentation in the operation of a service bureau;

 

(e) use the Service or Documentation in violation of any foreign, federal, state or local law, regulation or rule; 

 

(f) use the Service or Documentation for purposes of the development of a competing product or service or any other purpose that is to the Firstline's commercial disadvantage; or

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(g) harass, abuse, threaten, or intimidate any owner, member, employee or contractor of Firstline.

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Any violation of this Agreement will result in immediate termination of the Service. This determination will be made in Firstline's sole discretion.

  

4. Maintenance and Support. This License does not entitle Client to any maintenance or support services.

 

5. Collection and Use of Information. Client acknowledges that Firstline may, directly or indirectly through the services of Third Parties, collect, use and store information regarding Client’s use of the Service to improve the performance of, or monitor usage of, the Service.

 

6. Intellectual Property Rights. Client acknowledges and agrees that the Service and Documentation are provided under license, and not sold, to Client. Client does not acquire any ownership interest in the Service or Documentation under this Agreement, or any other rights thereto other than to use the same in accordance with the License, and subject to all of the terms, conditions and restrictions under this Agreement. Firstline reserves and shall retain their entire right, title and interest in and to the Service and Documentation and all Intellectual Property Rights arising out of or relating to the Service and Documentation, except as expressly granted to the Client in this Agreement. Client shall safeguard the Service and Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Client shall promptly notify Firstline if Client becomes aware of any infringement of Firstline's Intellectual Property Rights in the Service or Documentation and fully cooperate with Firstline in any legal action taken by Firstline to enforce its Intellectual Property Rights.

 

7. Term and Termination.

 

(a) This Agreement and the License shall remain in effect for fifteen (15) days from the date agreed to by the parties unless terminated or extended as set forth herein (the “Term”). This Agreement is not automatically renewed.

 

(b) Client may terminate this Agreement by ceasing to use and destroying all copies of the Service and Documentation.

  

(c) Upon expiration or earlier termination of this Agreement, the License shall also terminate, and Client shall cease using and destroy all copies of the Service and Documentation.

 

(d) Notwithstanding any expiration or termination of this Agreement, any provisions of this Agreement which by their terms are intended to survive expiration or termination of this Agreement shall so survive and continue in full force and effect.

 

8. Warranty Disclaimer. THE SERVICE AND DOCUMENTATION ARE PROVIDED TO CLIENT "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, FIRSTLINE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. FIRSTLINE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE WILL MEET THE CLIENT'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

 

9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

 

(a) IN NO EVENT WILL FIRSTLINE BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SERVICE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SERVICE FAILURE, , FAILURE TO ACCURATELY TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT FIRSTLINE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

(b) IN NO EVENT WILL FIRSTLINE'S COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE-HUNDRED DOLLARS ($100).

 

(c) THE LIMITATIONS SET FORTH IN THIS SECTION 9 SHALL APPLY EVEN IF THE CLIENT'S REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.

 

10. Confidentiality. Each party agrees to use commercially reasonable efforts to maintain the confidentiality of any confidential information of the other party that it obtains pursuant to this Agreement consistent with the efforts such party uses to protect its own confidential and trade secret information of like importance, and shall take all reasonable steps to ensure that such confidential information is not disclosed or distributed by its employees or agents to third parties not subject in writing to an agreement to protect such confidential information. Each party agrees that the Compliance Helpdesk Service and Documentation shall be deemed confidential information of Firstline.

 

11. No Legal Advice. The Service may provide information concerning potential legal issues, but it is not a substitute for legal advice from qualified counsel. At no time does Firstline, or it’s owners, employees or contractors, review information for legal sufficiency, draw legal conclusions, provide legal advice, opinions or recommendations about anyone’s legal rights, remedies, defenses, options, selection of forms, or strategies, and at no time does an attorney-client relationship exist. Use of the Service does not create any fiduciary relationship between Client and Firstline. The accuracy of the Service is neither warranted nor guaranteed and Client uses the Service at its own risk. Documents created using the Service may require consultation with an attorney prior to use. Use of the Service for the benefit of another, if Client is not licensed to practice law, may subject Client to civil and criminal penalties for the unauthorized practice of law.

 

12. Payment. During the term of this Agreement, the amount to be charged for the Service is $0.00.

 

13. Existing Clients. If your company is an existing client of Firstline, the terms of the agreement previously entered into by the parties hereto shall superrcede the terms contained herein; however, and notwithstanding the existence of a prior agreement, your company shall receive the Compliance Helpdesk Service at no charge only during the time period in which Firstline offers the opportunity to other companies. 

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14. Denial of Service. Firstline expressly reserves the right, in its sole discretion to: 

 

(a) deny the Service to any person or company who asks for it;

 

(b) modify or terminate the Service at any time; and 

 

(c) refuse to continue the Service to any person or company.

 

Service may be modified, withdrawn or denied at any time and without notice. Client shall have no recourse in the event they are denied the Service or the Service is terminated.

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15. Miscellaneous.

 

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the courts within the State of Texas, County of Dallas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens.

  

(b) All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses as may be designated by a party from time to time.

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(c) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

(d) This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

(e) The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.