Compliance Helpdesk

Firstline Compliance, LLC Compliance Helpdesk Agreement

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”).

FIRSTLINE PROVIDES THE COMPLIANCE HELPDESK SERVICE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CLIENT ACCEPTS AND COMPLIES WITH THEM.

BY CLICKING THE “ACCEPT” BUTTON BELOW, AND/OR 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.

ACCEPTANCE OF THIS AGREEMENT BY THE CLIENT DOES NOT ENTITLE CLIENT TO ANY SERVICES OR ANY OTHER RIGHTS OTHER THAN THE COMPLIANCE HELPDESK SERVICE FOR THE LIMITED TIME PERIOD DESCRIBED HEREIN.

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

“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 4 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

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

3. [Deleted.]

4. 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) [Deleted.]

(d) [Deleted.]

(e) 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;

(f) [Deleted.]

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

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

(i) 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.

5. Responsibility for Use of Service. Client is responsible and liable for all uses of the Service through access thereto provided by Client, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Client is responsible and liable for all actions and failures to take required actions with respect to the Service by its own users or by any other Person to whom Client may provide access to or use of the Service, whether such access or use is permitted by or in violation of this Agreement.

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

7. 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.

8. 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.

9. Term and Termination.

(a) This Agreement and the License shall remain in effect for thirty (30) days from the date agreed to by the parties unless terminated 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) Either party may, upon written notice to the other party, terminate this Agreement for material breach, provided that such material breach is not cured within thirty (30) days following receipt of such notice.

(d) 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.

(e) 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.

10. 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.

11. 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 11 SHALL APPLY EVEN IF THE CLIENT'S REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.

12. 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.

13. 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. 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.

14. 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) [Deleted.]

(c) 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.

(d) This Agreement, together with all schedules attached hereto constitutes the sole and entire agreement between Client and FIRSTLINE with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

(e) Client shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Firstline's prior written consent, which consent Firstline may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Client (regardless of whether Client is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which Firstline's prior written consent is required. No delegation or other transfer will relieve Client of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section is void. Firstline may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Client's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

(f) 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.

(g) 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.

(h) If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(i) For purposes of this Agreement, (a) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. All schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

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