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Terms of Use
1. DEFINITIONS. This Agreement incorporates by reference the definitions posted
on the Ellie Mae Web site and any successor Ellie Mae Web site.
2. ADDITIONAL PROVISIONS INCORPORATED BY REFERENCE. User agrees
at all times to comply with Ellie Mae's Acceptable Use Policy posted
on the Ellie Mae Web Site, as the same may be amended from time to
time by Ellie Mae, and User agrees not to take or permit any action
to be taken in violation of such Acceptable Use Policy.
3. DESCRIPTION OF SERVICES. Ellie Mae operates the Ellie Mae Web
Site and the ePASS Portal through which it provides certain ePASS
Business Services and the ePASS Content. Upon completion of the Ellie
Mae registration process and the payment of any fees required at
that time, and subject to the other terms and conditions of this
Agreement, during the term of this Agreement Ellie Mae grants to
User a single non-exclusive, non-transferable, limited license to
access the ePASS Portal over the Internet and to use the ePASS Business
Services in marketing User's products and services to its customers
and in performing loan origination and loan processing services for
User's customers and their lenders. The use of the Services and the
ePASS Content granted hereunder shall be limited to use by User accessing
the ePASS Portal through standard applications commonly known as
Web browser software. Except as otherwise expressly permitted by
this Section 3, User shall not directly or indirectly download or
otherwise permit any ePASS Content to be downloaded, copied to, or
otherwise allowed to reside on any other computer or to permit use
of the ePass Business Services by any third party. Your right to
use the Ellie Mae Web Sites and ePASS Portal is not transferable.
4. YOUR REGISTRATION INFORMATION MUST BE ACCURATE, CURRENT AND COMPLETE.
In consideration of your use of the Services, you agree to: (a) provide
true, accurate, current and complete information about yourself as
prompted by the Ellie Mae registration form for the Services (such
information being the "Registration Data") and (b) maintain and promptly
update the Registration Data to keep it true, accurate, current and
complete. If you provide any information that is untrue, inaccurate,
not current or incomplete, or Ellie Mae has reasonable grounds to
believe that such information is untrue, inaccurate, not current
or incomplete, Ellie Mae has the right to suspend or terminate your
account and refuse any and all current or future use of the Services
(or any portion thereof).
5. YOUR OBLIGATION TO PAY FEES. If you order any services from the
Ellie Mae Web Site which are identified as fee-based Products or
Services, you agree to pay all subscription, service and use fees,
if any, Ellie Mae charges you for those Products and Services. You
agree to pay all costs (including attorney's fees), if any, incurred
by Ellie Mae in collecting overdue fees from you, and to pay a late
charge on any overdue fees at a rate equal to the lesser of 1.5%
per month or the maximum rate allowed under applicable law. You also
agree to pay all foreign, federal, state and local taxes applicable
to your access, use or receipt of the Products and Services.
6. USER RESPONSIBILITIES.
6.1 Access, Passwords and Login Identification. Upon User's payment
of any initial Service Fees due hereunder, User will be required
to set up a password for User's account in order to access certain
levels of the Services. User agrees to use and be responsible for
the confidentiality of such access number(s), password(s), and account
number(s) when accessing the Services. Ellie Mae reserves the right
to change the ePASS User Name and Password for User and to deny access
to the Services at any time in the event of a breach of this Agreement
or system security relating to the ePASS Portal.
6.2 Access to Internet Connections. In providing access to the Services,
User shall be responsible for its own computer hardware configuration
and the interface capabilities between User's hardware and the Ellie
Mae Web Site and the ePASS Portal, including without limitation providing
all equipment necessary to make such connections, such as a computer
and modem or other access device, e-mail software and, if necessary,
obtaining and maintaining access to the World Wide Web, either directly
or through devices that access Web-based content, and paying any
service fees associated with such access. User shall be responsible
for making all necessary upgrades in and to its hardware to accommodate
the system requirements of the MBA Web Site, the ePASS Portal and
the ePASS Business Services.
6.3 Compliance with Law. User represents and warrants to Ellie Mae
that User's use of any Loan Officer Tools in marketing User's products
and services and in the origination and processing of loans will
comply with all applicable U.S. state and federal laws and regulations.
User is solely responsible for ensuring that User's use of the Loan
Officer Tools comply with all applicable state and federal laws and
regulations, and agrees to provide Ellie Mae with any necessary additions,
deletions and modifications to any Loan Officer Tools in order to
comply with such laws and regulations. User further represents and
warrants that it will not use any of the Ellie Mae Products or Services
for any unlawful purpose.
7. ELECTRONIC COMMUNICATIONS BETWEEN USER AND ELLIE MAE. User shall
be responsible for all electronic communications, including account
registration and other account holder information, e-mail and financial,
accounting and other data ("Electronic Communications"), if any,
entered through or under User's access numbers, passwords or account
numbers. Ellie Mae will act as though any Electronic Communications
it receives under User's access numbers, passwords or account numbers
will have been sent by User. User agrees to notify Ellie Mae immediately
if User becomes aware of any loss or theft or unauthorized use of
any of User's access numbers, passwords and/or account numbers. The
Services may allow User to send Electronic Communications directly
to Ellie Mae and interact within applicable areas of the Ellie Mae
Web Site and the ePASS Portal. User acknowledges and agrees to the
following with respect to use of Electronic Communications through
the Services:
7.1 Review and Retention. Ellie Mae shall be entitled, but is not
obligated, to review or retain User's Electronic Communications for
User's compliance with this Agreement and the security of the Services.
Ellie Mae may also review or retain Electronic Communications for
other reasons which Ellie Mae believes in good faith will improve
the quality of the Services.
7.2 Disclosure. Ellie Mae may disclose Electronic Communications
if required to by law or in the good faith belief that such disclosure
is reasonably necessary to: (i) comply with legal process; (ii) enforce
this Agreement; (iii) respond to claims that any Electronic Communications
violate the rights of third parties; or (iv) protect the rights,
property, or personal safety of Ellie Mae, its Users or others.
7.3 E-Mail Address. User agrees to provide Ellie Mae with User's
e-mail address, promptly provide Ellie Mae with any changes to User's
e-mail address and accept Electronic Communications from Ellie Mae
at the e-mail address specified by User.
7.4 Electronic Notices. You agree that Ellie Mae may provide notices,
statements and other communications to you solely through e-mail,
posting on the Services or other electronic transmission.
7.5 Technical Requirements. You understand that the technical processing
and transmission of the Services, including your Electronic Communications,
may involve (i) transmissions over various networks; and (ii) changes
to conform and adapt to technical requirements of connecting networks
or devices.
7.6 Public Nature of Electronic Communications. You agree that all
Electronic Communications through the Services are public and not
private communications, and Ellie Mae reserves the right to remove
such communications for any reason or no reason.
8. SECURITY OF DATA TRANSMISSION. User acknowledges that it is possible
that Electronic Communications may be accessed by unauthorized third
parties when communicated between User and Ellie Mae using the Internet,
other network communications facilities, telephone or any other electronic
means. If User accesses the Services from a computer, User agrees
to use third party software, including without limitation Web browser
software that supports a data security protocol compatible with the
protocol used by Ellie Mae. Until notified otherwise by Ellie Mae,
User agrees to use software that supports the Secure Socket Layer
("SSL") protocol or other protocols accepted by Ellie Mae and to
follow Ellie Mae's log-on procedures for the Services. User acknowledges
that Ellie Mae is not responsible for notifying you of any upgrades,
fixes or enhancements to any such software or for any compromise
of data transmitted across computer networks or telecommunications
facilities, including without limitation the Internet. If User accesses
the Services from a Device that does not support data security software
or other security protocols, User acknowleges that the transmission
of data while using the Services, including any Electronic Communications,
is not secure and may be accessed by unauthorized third parties and
User assumes all risk and liability resulting therefrom.
9. SECURITY AND STORAGE OF PERSONAL DATA. User shall be responsible
for maintaining the security of User's data through the use of data
encryption, data security protocols, passwords and other methods.
User further agrees that Ellie Mae shall have no responsibility or
liability for the deletion or failure to store any data transmitted
by User or anyone else to Ellie Mae in connection with the Services,
or any other damages, direct or indirect, resulting from loss or
corruption of data.
10. GENERAL PRACTICES REGARDING USE OF THE SERVICES; SUSPENSION
OF SERVICES. You acknowledge that Ellie Mae may establish general
practices and limits concerning use of the Services, including without
limitation the maximum number of times (and the maximum duration
for which) you may access the Services in a given period of time.
You acknowledge that Ellie Mae reserves the right to disable accounts
that are inactive for an extended period of time. You further acknowledge
that Ellie Mae reserves the right to change these general practices
and limits at any time, in its discretion. In the event of any breach,
or reasonably anticipated breach, of any provision of this Agreement,
including the Acceptable Use Policy, in addition to any other remedies
available at law or in equity, Ellie Mae will have the right, in
Ellie Mae's sole discretion, to immediately suspend User's access
to the Services if necessary in Ellie Mae's good faith determination
to prevent any material harm to Ellie Mae.
11. PROPRIETARY RIGHTS.
11.1 Ownership and Use of Trademarks. The Ellie Mae Marks are the
trademarks and service marks or registered trademarks and service
marks of Ellie Mae, Inc. User agrees not to display or use the Ellie
Mae Marks in any manner without Ellie Mae's express prior written
consent.
11.2 Ownership of the Ellie Mae Products and Services.
(a) The content, organization, graphics, design, compilation, magnetic
translation, digital conversion and all other aspects of the Ellie
Mae Products and Services (including all Ellie Mae Content contained
therein), and all documentation relating thereto, are the property
of Ellie Mae and/or its licensors and all right, title and interest
in and to such property shall remain with Ellie Mae and/or its licensors,
both during the term of and after any expiration or termination of
this Agreement. User acknowledges that Ellie Mae and/or its licensors
have copyright, trade secret and other intellectual property rights
in the Ellie Mae Products and Services and the documentation relating
thereto, and that all such copyright, trade secret and other intellectual
property rights remain the exclusive property of Ellie Mae and/or
its licensors at all times. User agrees not to copy, reproduce, retransmit,
disseminate, sell, distribute, publish, broadcast, circulate, commercially
exploit or create derivative works based on the Ellie Mae Products
and Services or any such documentation in any manner without the
express prior written consent of Ellie Mae.
(b) USER AGREES THAT IT SHALL NOT, IN WHOLE OR IN PART, AT ANY TIME
DURING THE TERM OF OR AFTER ANY EXPIRATION OR TERMINATION OF THIS
AGREEMENT: (i) SELL, ASSIGN, SUBLICENSE, LEASE, RENT, TIMESHARE,
GRANT A SECURITY INTEREST IN, DISTRIBUTE OR OTHERWISE TRANSFER ANY
OF THE ELLIE MAE PRODUCTS OR SERVICES, OR ANY DOCUMENTATION RELATING
THERETO; (ii) COPY OR REPRODUCE ANY OF THE ELLIE MAE PRODUCTS OR
SERVICES OR ANY SUCH DOCUMENTATION; (iii) WITHOUT THE PRIOR WRITTEN
CONSENT OF ELLIE MAE, DISCLOSE THE WEB SOFTWARE, THE LOAN OFFICER
TOOLS, THE ePASS BUSINESS SERVICES OR ANY DOCUMENTATION RELATING
THERETO TO ANY THIRD PARTY; (iv) DISCLOSE, MODIFY, TRANSLATE, ADAPT,
REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR OTHERWISE ATTEMPT TO
DISCOVER ANY SOURCE CODE FOR, OR CREATE DERIVATIVE WORKS BASED ON
THE WEB SOFTWARE, THE LOAN OFFICER TOOLS OR ANY OTHER SOFTWARE USED
IN THE OPERATION, MAINTENANCE, DELIVERY OR ACCESS OF OR TO THE ELLIE
MAE WEB SITE, THE ePASS PORTAL, THE LOAN OFFICER TOOLS OR THE ePASS
BUSINESS SERVICES; OR (v) ALLOW ANY PERSON OR ENTITY TO DO ANY OF
THE ACTS DESCRIBED IN (i) THROUGH (iv) ABOVE.
12. DISCLAIMER OF WARRANTIES.
12.1 Reliability of Content Sources. The ePASS Content contained
in the ePASS Portal and provided through the ePASS Business Services
are gathered from sources that Ellie Mae believes are reliable. However,
Ellie Mae does not guarantee the accuracy, completeness, or timeliness
of the ePASS Content. There may be delays, omissions or inaccuracies
in the ePASS Content. User agrees that Ellie Mae shall have no liability,
contingent or otherwise, for the accuracy, completeness, or timeliness
of the ePASS Content, or for any decision made or action taken by
User in reliance upon the ePASS Content.
12.2 Reliability of Mortgage Rates and Charts. Access to mortgage
rates and charts is provided on Ellie Mae's ePASS Portal and the
Ellie Mae Web Site, through independent third parties whose content
is copyrighted. Ellie Mae and its vendors make no guarantees as to
the availability, timeliness or accuracy of such rates or charts,
and User's use of such rates and charts is subject to the warranty
disclaimers and limitations of liability set forth in this Agreement.
12.3 Compliance with Statutes. Ellie Mae makes no representations
or warranties regarding the Loan Officer Tools' compliance with any
applicable state or federal laws or regulations, or that User will
be in compliance with such laws or regulations if it makes use of
any Loan Officer Tools in marketing User's products and services
and in the origination and processing of loans.
12.4 Disclaimer of Warranties. USER EXPRESSLY UNDERSTANDS AND AGREES
AS FOLLOWS: (a) ELLIE MAE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES,
EXPRESS OR IMPLIED, REGARDING THE ELLIE MAE PRODUCTS AND SERVICES,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF ELLIE
MAE HAS BEEN INFORMED OF SUCH PURPOSE. USER'S USE OF THE ELLIE MAE
PRODUCTS AND SERVICES IS AT USER'S SOLE RISK. THE ELLIE MAE PRODUCTS
AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
NO AGENT OF ELLIE MAE IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY
OBLIGATIONS OF ELLIE MAE AS EXPRESSLY SET FORTH HEREIN. (b) ELLIE
MAE MAKES NO WARRANTY THAT (i) THE ELLIE MAE PRODUCTS AND SERVICES
WILL MEET USER'S REQUIREMENTS, (ii) THE ELLIE MAE PRODUCTS AND SERVICES
WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS
THAT MAY BE OBTAINED FROM THE USE OF THE ELLIE MAE PRODUCTS AND SERVICES
WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE ELLIE MAE
PRODUCTS AND SERVICES WILL BE CORRECTED. (c) NO ACCOUNTING, FINANCIAL,
LEGAL OR TAX ADVICE OR COUNSEL IS GIVEN, OR SHALL BE DEEMED TO HAVE
BEEN GIVEN, BY THE ELLIE MAE PRODUCTS AND SERVICES OR THE CONTENT
OR OTHER INFORMATION OBTAINED THROUGH THE ELLIE MAE PRODUCTS AND
SERVICES.
13. LIMITATION OF LIABILITY.
13.1 Exclusion of Consequential Damages. IN NO EVENT SHALL ELLIE
MAE OR ITS LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES
(INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, GOODWILL,
DATA, OR USE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION), OR
ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES INCURRED BY USER OR
ANY THIRD PARTY, IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING
FROM THE USE OF OR INABILITY TO USE ANY ELLIE MAE PRODUCTS OR SERVICES,
OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY ELLIE MAE PRODUCTS OR
SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF ELLIE
MAE HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
13.2 Limitation of Liability. IN NO EVENT SHALL ELLIE MAE'S AGGREGATE
LIABILITY FOR ALL DAMAGES TO USER AND ANY THIRD PARTIES EXCEED THE
AMOUNT OF SERVICE FEES PAID HEREUNDER BY USER TO ELLIE MAE DURING
THE PRECEDING TWELVE (12) MONTHS. In addition, Ellie Mae shall not
be liable for any loss resulting from a cause over which Ellie Mae
does not have direct control, including without limitation failure
of electronic or mechanical equipment or communication lines; telephone
or other interconnect problems; bugs, errors, configuration problems
or incompatibility of computer hardware or software; failure or unavailability
of Internet access; problems with Internet service providers or other
equipment or services relating to User's computers; problems with
intermediate computer or communications networks or facilities; problems
with data transmission facilities or User's telephones or telephone
service; or unauthorized access, theft, operator errors, severe weather,
earthquakes or labor disputes. Ellie Mae is not responsible for any
damage to User's computers, software, modems, telephones or other
property resulting from User's use of the Ellie Mae Products or Services.
13.3 Applicability of Limitations.The limitations contained in this
Section 13 shall apply to all causes of action in the aggregate,
whether based in contract, warranty, tort or any other legal theory
(including strict liability). SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME
OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. INDEMNIFICATION. User shall defend, indemnify and hold harmless
Ellie Mae, its officers, directors, employees, shareholders, agents
and representatives, from and against all claims, losses, causes
of action, liability, damages, costs and expenses (including without
limitation reasonable attorneys' fees, costs and expenses) relating
to, arising from, or in connection with User's breach or violation
of this Agreement, state or federal banking, lending or securities
laws and regulations, or any third party's rights, including without
limitation infringement of any copyright, violation of any proprietary
right or invasion of any rights of privacy or publicity. The obligations
set forth in this Section 14 shall survive any expiration or termination
of this Agreement or the Services.
15. MODIFICATIONS TO OR DISCONTINUATION OF SERVICES; TERMINATION
OF YOUR SERVICES. You agree that Ellie Mae, in its sole discretion,
may, with or without notice, modify or discontinue, temporarily or
permanently, the Services (or any part thereof) or terminate your
password, account (or any part thereof) or use of the Services, and
remove and discard any Electronic Communications within the Services,
for any reason whatsoever, including without limitation for unauthorized
use of your account(s) or password(s), breach of this Agreement,
lack of use, termination of Ellie Mae's access to any content or
other information from any third party content provider (each a "Content
Provider") or termination of one or more agreements between Ellie
Mae and its Content Providers. You agree that any termination of
your access to the Services under any provision of this Agreement
may be effected without prior notice, and acknowledge and agree that
Ellie Mae may immediately deactivate or delete your account and all
related information and files in your account and/or bar any further
access to such files or the Services. Further, you agree that Ellie
Mae shall not be liable to you or any third party for any modification,
suspension or discontinuation of the Services, or for any termination
of your access to the Services; provided, however, that if the termination
is unrelated to your acts or omissions, Ellie Mae will refund the
pro rata portion of any fee that may have been paid by you for the
portion of the Services not furnished to you as of the date of such
termination.
16. DEALINGS WITH CONTENT PROVIDERS. Your correspondence or business
dealings with, or participation in promotions of, Content Providers
for content to be provided through the Services, including payment
and delivery of related goods or services, and any other terms, conditions,
warranties or representations associated with such dealings, are
solely between you and such Content Provider. You agree that your
accessing of the content of any Content Provider accessed through
the Services shall strictly comply with the terms of any separate
agreements between you and such Content Provider. You agree that
Ellie Mae shall not be responsible or liable for any loss or damage
of any sort incurred as the result of any such dealings or as the
result of the presence of such Content Providers or their respective
Content through the Services, and that Ellie Mae makes no guarantee
as to the accuracy, currency, content or quality of any such Content.
17. DEALINGS WITH ADVERTISERS. Your correspondence or business dealings
with, or participation in promotions of, advertisers found on or
through the Services, including payment and delivery of related goods
or services, and any other terms, conditions, warranties or representations
associated with such dealings, are solely between you and such advertiser.
You agree that Ellie Mae shall not be responsible or liable for any
loss or damage of any sort incurred as the result of any such dealings
or as the result of the presence of such advertisers on the Services.
18. THIRD PARTY LINKS. The Services may contain, or third parties
may provide, references or hyperlinks to third party World Wide Web
sites or resources. Such hyperlinks are provided for User's reference
purposes only. Ellie Mae does not control such other Web sites, and
makes no guarantee as to the accuracy, currency, content or quality,
including noninfringement, of any such Web sites or the information
or content contained in such Web sites. Accordingly, User acknowledges
and agrees that Ellie Mae shall not be responsible for the availability
of such external Web sites or resources, and does not endorse and
shall not be responsible or liable for any content, advertising,
products, services or other materials available on or through such
Web sites or resources. User further acknowledges and agrees that
Ellie Mae shall not be responsible or liable, directly or indirectly,
for any damage or loss caused or alleged to be caused by or in connection
with use of or reliance on any such content, advertising, products,
services or other materials available on or through any such Web
site or resource.
19. COPYRIGHTS AND COPYRIGHT AGENTS. Ellie Mae respects the intellectual
property of others, and we ask our users to do the same. Ellie Mae
may, in appropriate circumstances and at its discretion, terminate
the accounts of users who infringe the intellectual property rights
of others. If you believe that your work has been copied in a way
that constitutes copyright infringement, please provide Ellie Mae's
Copyright Agent with the following information:
19.1 An electronic or physical signature of the person authorized
to act on behalf of the owner of the copyright interest;
19.2 A description of the copyrighted work that you claim has been
infringed;
19.3 A description of where the material that you claim is infringing
is located on the Site;
19.4 Your address, telephone number, and e-mail address;
19.5 A statement by you that you have a good faith belief that the
disputed use is not authorized by the copyright owner, its agent,
or the law; and
19.6 A statement by you, made under penalty of perjury, that the
above information in your Notice is accurate and that you are the
copyright owner or authorized to act on the copyright owner's behalf.
Ellie Mae's Copyright Agent for Notice of claims of copyright infringement
on its sites and portals is Ed Luce, who can be reached as follows:
By mail:
Ed Luce, CFO
4155 Hopyard Road, Suite 200
Pleasanton, CA 94588
Electronically:
925-227-9004
www.elliemae.com
20. SURVIVAL OF PROVISIONS. Notwithstanding any provision of this
Agreement to the contrary, the provisions of Sections 1, 2, 5, 6,
7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23 and
24 shall survive any expiration or termination of this Agreement
and shall continue in full force and effect.
21. NOTICES. Notices to you from Ellie Mae may be made by either
e-mail or regular mail. The Services may also provide notices of
changes to this Agreement or other matters by displaying notices
or links to notices to you on the Services.
22. MODIFICATIONS TO AGREEMENT. This Agreement may be modified by
Ellie Mae upon notice to you. If Ellie Mae sends you notice, via
e-mail, posting on the Services or otherwise, of a modification,
you confirm your acceptance of the modification by not closing and/or
by continuing to use the Services. The latest version of this Agreement
will be posted on the Ellie Mae Web Site, and you should review this
Agreement prior to using the Ellie Mae Web Site or the ePASS Portal.
23. LAW TO GOVERN. Ellie Mae Web sites or portals (excluding linked
sites) are controlled by Ellie Mae from its offices within the State
of California, United States of America. They can be accessed from
all 50 states, as well as from other countries around the world.
As each of these places has laws that may differ from those of California,
by accessing a Ellie Mae Web site or portal, you agree that this
Agreement and the relationship between you and Ellie Mae shall be
governed in all respects by the laws of the State of California without
regard to its conflict of laws provisions. You and Ellie Mae also
agree and hereby submit to the personal jurisdiction and exclusive
venue of the state and federal courts located within Alameda County,
California. Ellie Mae makes no representation that materials on its
Web sites and portals are appropriate or available for use in other
locations, and accessing them from territories where their contents
are illegal is prohibited. Those who choose to access a Ellie Mae
site or portal from other locations do so on their own initiative
and are responsible for compliance with local laws.
24. GENERAL PROVISIONS. This Agreement constitutes the entire agreement
between you and Ellie Mae and governs your use of the Services, superceding
any prior agreements between you and Ellie Mae with respect to the
subject matter contained in this Agreement. This Agreement may only
be modified or amended as set forth above in Section 22 or otherwise
in a writing signed by Ellie Mae and you. The failure of Ellie Mae
to exercise or enforce any right or provision of this Agreement shall
not constitute a waiver of such right or provision. If any provision
of this Agreement is found by a court of competent jurisdiction to
be invalid, the parties nevertheless agree that the court should
endeavor to give effect to the parties' intentions as reflected in
the provision, and the other provisions of this Agreement remain
in full force and effect. You agree that regardless of any statute
or law to the contrary, any claim or cause of action arising out
of or related to use of the Services or this Agreement must be filed
within one (1) year after such claim or cause of action arose or
be forever barred. The Section titles in this Agreement are for convenience
only and have no legal or contractual effect.
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