Web Sites Services

These Terms and Conditions supplement the Ellie Mae Services Agreement (the "Agreement") between ELLIE MAE, INC., a California corporation with its principal place of business at 4155 Hopyard Road, Suite 200, Pleasanton, CA 94588 ("Ellie Mae") and the CLIENT ("Client") identified on the Order Form attached thereto, as it relates to the Ellie Mae Web Site Development/Hosting Services (the "Services"). By ordering such Services, Client agrees that the Agreement for such Services shall incorporate the terms and conditions set forth below. Ellie Mae may amend these terms and conditions upon notice to Client. The latest version of these terms and conditions will be posted on the Ellie Mae Web Site, and Client agrees to review them prior to using the Services.

1. DEFINITIONS. The Agreement incorporates by reference the definitions posted on this Web site at www.elliemae.com/legal or any successor Ellie Mae Web site.

2. ADDITIONAL PROVISIONS INCORPORATED BY REFERENCE. In the event Client accesses or uses any of the Loan Officer Tools, ePASS Content, ePASS Business Services or other aspects of the ePASS Portal or Ellie Mae Web Site, the terms and conditions posted on the Ellie Mae Web Site with respect to such Ellie Mae Products and Services shall be incorporated by reference into this Agreement with respect thereto. Client further 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 Client agrees not to take or permit any action to be taken in violation of such Acceptable Use Policy.

3. MBA WEB SITE CUSTOMIZATION AND HOSTING. 3.1 MBA Web Site Customization Services to be Provided by Ellie Mae. Subject to the terms and conditions of this Agreement, during the term of the Agreement Ellie Mae shall use its commercially reasonable efforts to customize and configure an MBA Web Site for Client and, if requested, each of Client's loan agents, with the MBA Web Site conforming to the specifications of Ellie Mae's standard form of web site for MBA's for the level of development and hosting service selected on the Order Form to the Agreement, as such standard forms of web sites may be modified by Ellie Mae from time to time during the term of this Agreement. (a) The MBA Web Site shall incorporate such Client Content as Client may reasonably provide to Ellie Mae. (b) The MBA Web Site shall be branded as the "'Client BRAND' Web Site . Powered by Ellie Mae", where "Client BRAND" shall initially be the legal name of Client as shown on the Order Form to the Agreement or such other tradename as Client shall determine. The home page of the MBA Web Site shall prominently display such brand name, followed by the phrase "Powered by Ellie Mae." Ellie Mae shall integrate into the MBA Web Site pages the textual names and graphics defined and/or supplied by Client for branding of the MBA Web Site. (c) The MBA Web Site shall also be co-branded with such Realtor® Affiliates as may reasonably be requested by Client with the prior written consent of such Realtor® Affiliates. (d) The MBA Web Site shall contain links between the MBA Web Site and Realtor® Affiliate web sites reasonably requested by Client with the prior written consent of such Realtor® Affiliates. (e) Ellie Mae reserves the right, in its sole discretion, to review and reject any modifications to the MBA Web Site requested by Client.

3.2 Client Branding Materials. Subject to the license granted to Ellie Mae in Section 4.1 below, Client shall provide Ellie Mae with all Client Branding Materials necessary for Ellie Mae to brand the MBA Web Site home pages and other pages within and/or linked to the MBA Web Site.

3.3 Access to Loan Officer Tools and ePASS Content on ePASS Portal. The MBA Web Site shall provide access to the Loan Officer Tools and the ePASS Content through hyperlinks to the ePASS Portal.

3.4 MBA Web Site Hosting Services. Following completion of the customization and configuration of the MBA Web Site pursuant to Section 3.1 above, Ellie Mae shall host such MBA Web Site during the term of this Agreement by providing non-exclusive electronic access to a digital information processing, transmission and storage system (the "Server") to store the MBA Web Site and make the MBA Web Site available on demand by users of the global computer communications network known as the Internet in accordance with the terms of this Agreement (collectively, the "Hosting Services"). Servers to be used for the Hosting Services hereunder may be owned or leased by Ellie Mae or Servers provided by third party Server farms, and an MBA web site may be operated on a shared server.

3.5 Availability of Services. Ellie Mae shall use its commercially reasonable efforts to provide its Hosting Services in accordance with Section 3.4 above for twenty-four (24) hours a day, seven (7) days a week during the term of this Agreement. Client agrees that from time to time such Hosting Services may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Ellie Mae may undertake from time to time; or (iii) causes beyond the reasonable control of Ellie Mae or which are not reasonably foreseeable by Ellie Mae, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively "Downtime"). Ellie Mae shall provide forty-eight (48) hour advance notice to Client in the event of any scheduled Downtime. Ellie Mae shall use its commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Hosting Services in connection with Downtime, whether scheduled or not.

3.6 Backups. Ellie Mae shall maintain or cause to be maintained backup servers and telecommunications connections and maintain or cause to be maintained weekly backups of Client Content on such backup servers. Ellie Mae's disaster recovery and contingency planning, equipment, software and telecommunications connections shall enable Ellie Mae to provide Hosting Services on and from such backup servers within forty-eight (48) hours of any disruption of Hosting Services.

3.7 Storage and Security. Ellie Mae shall establish and maintain commercially reasonable measures to operate and maintain the Server in good working order with access restricted to qualified personnel and to ensure the security, confidentiality and integrity of all Client Content and other proprietary information transmitted through or stored on the Server, including without limitation: (i) firewall protection; (ii) maintenance of independent archival and backup copies of the MBA Web Site and all Client Content; and (iii) protection from any network attack and other malicious harmful or disabling data, work, code or program.

3.8 Termination of the Web Site Hosting Services or ePASS Business Services. Notwithstanding any other provision of this Agreement to the contrary, Ellie Mae reserves the right to modify or terminate its Web site hosting services, the ePASS Portal and/or the ePASS Business Services at any time, provided that Ellie Mae shall give Client not less than thirty (30) days' prior written notice of the discontinuation of such services. In the event that Ellie Mae discontinues its Web site hosting services, Client shall be entitled to recover only the prorated unused portion of the Service Fee for such services for the then-current term.

4. LICENSES.

4.1 Grant of License from Client to Ellie Mae. Subject to the terms and conditions of this Agreement, Client grants to Ellie Mae a limited, non-exclusive, non-transferable, royalty-free license during the term of this Agreement to edit, modify, adapt, translate, exhibit, publish, transmit, copy, produce, display, perform, prepare derivative works from and use the Client Content and the Client Branding Materials, solely in connection with Client's MBA Web Site and/or Ellie Mae's performance of its obligations under this Agreement. 4.2 Grant of License from Ellie Mae to Client. Subject to the terms and conditions of this Agreement, Ellie Mae grants to Client a limited, non-exclusive, non-transferable, personal license during the term of this Agreement to do the following: (a) to access the MBA Web Site over the Internet and to use the MBA Web Site, including without limitation any Ellie Mae Content contained in the MBA Web Site, in marketing Client's products and services to its customers and for Client's internal business purposes in performing loan origination and loan processing services for Client's customers and their lenders. (b) to access the Loan Officer Tools over the Internet through hyperlinks from the MBA Web Site to the ePASS Portal and to use the Loan Officer Tools for Client's internal business purposes in performing loan origination and loan processing services for Client's customers and their lenders. (c) to participate in such marketing programs as Ellie Mae may from time to time develop and make generally available for use by its Mortgage Broker Affiliates for purposes of attracting borrowers and Realtor® Affiliates and their clients to MBA web sites operated by Ellie Mae on behalf of its Mortgage Broker Affiliates such as Client.

5. CLIENT REPRESENTATIONS AND WARRANTIES.

5.1 Client Content and Client Branding Materials. Client represents and warrants to Ellie Mae (i) that the Client Content and any Client Branding Materials do not infringe or violate the rights of any third party, including without limitation any copyright, trademark, service mark or other intellectual property rights; (ii) that the Client Content and any Client Branding Materials are not defamatory or obscene and do not violate any right of privacy or publicity; and (iii) that Client has sufficient power and authority to provide to Ellie Mae, and to authorize Ellie Mae's use of, the Client Content and the Client Branding Materials.

5.2 Compliance with Law. Client represents and warrants to Ellie Mae that Client's use of the MBA Web Site and any Loan Officer Tools provided by Ellie Mae, including without limitation in marketing Client's products and services and in the origination and processing of loans, will comply with the Ellie Mae Applicable Use Policy and with all applicable U.S. state and federal laws and regulations. Client is solely responsible for ensuring that the MBA Web Site and Client's use of the Loan Officer Tools comply with all applicable state and federal laws and regulations, and Client agrees to provide Ellie Mae with any necessary additions, deletions and modifications to the MBA Web Site and any Loan Officer Tools in order to comply with such laws and regulations. Client further represents and warrants that it will not use any of the Ellie Mae Products or Services for any unlawful purpose.

5.3 Suspension of Services. In the event of any breach, or reasonably anticipated breach, of any of the foregoing representations and warranties or any other provision of this Agreement, 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 disable the MBA Web Site and suspend the Hosting Services if necessary in Ellie Mae's good faith determination to prevent any material harm to Ellie Mae.

6. PROPRIETARY RIGHTS.

6.1 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. Client agrees not to display or use the Ellie Mae Marks in any manner without Ellie Mae's express prior written consent. Notwithstanding the foregoing, during the term of this Agreement, but not thereafter, Ellie Mae consents to the use and display of the Ellie Mae Marks incorporated in the MBA Web Site for the purposes of identifying Ellie Mae as the provider of the MBA Web Site and the Hosting Services. Ellie Mae shall maintain and control ownership of all Internet protocol numbers and addresses that may be assigned by Ellie Mae to Customer. Ellie Mae may, in its sole discretion, change or remove any and all such Internet protocol numbers and addresses.

6.2 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, but excluding any Client Content or Client Branding Materials incorporated in the MBA Web Site), 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. Client 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. Client 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) CLIENT 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 MBA 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.

7. DISCLAIMER OF WARRANTIES.

7.1 Reliability of Content Sources. The ePASS Content contained in the ePASS Portal and provided through the ePASS Business Services and any Ellie Mae Content contained in the MBA Web Site 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 or any Ellie Mae Content. There may be delays, omissions or inaccuracies in the ePASS Content and Ellie Mae Content. Client agrees that Ellie Mae shall have no liability, contingent or otherwise, for the accuracy, completeness, or timeliness of the ePASS Content or the Ellie Mae Content, or for any decision made or action taken by Client in reliance upon the ePASS Content or the Ellie Mae Content.

7.2 Reliability of Mortgage Rates and Charts. Access to mortgage rates and charts is provided on Ellie Mae's ePASS Portal and, if applicable, the MBA 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 Client's use of such rates and charts is subject to the warranty disclaimers and limitations of liability set forth in this Agreement.

7.3 Compliance with Statutes. Ellie Mae makes no representations or warranties regarding the MBA Web Site' s or the Loan Officer Tools' compliance with any applicable state or federal laws or regulations, or that Client will be in compliance with such laws or regulations if it makes use of the MBA Web Site and any Loan Officer Tools in marketing Client's products and services and in the origination and processing of loans.

7.4 Disclaimer of Warranties. CLIENT 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 AND THE HOSTING 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. CLIENT'S USE OF THE ELLIE MAE PRODUCTS AND SERVICES AND THE HOSTING SERVICES IS AT CLIENT'S SOLE RISK. THE ELLIE MAE PRODUCTS AND SERVICES AND THE HOSTING 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 OR THE HOSTING SERVICES WILL MEET CLIENT'S REQUIREMENTS, (ii) THE ELLIE MAE PRODUCTS AND SERVICES OR THE HOSTING 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 OR THE HOSTING SERVICES WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE ELLIE MAE PRODUCTS AND SERVICES OR THE HOSTING 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.

8. LIMITATION OF LIABILITY.

8.1 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 CLIENT 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. 8.2 Limitation of Liability. IN NO EVENT SHALL ELLIE MAE'S AGGREGATE LIABILITY FOR ALL DAMAGES TO CLIENT AND ANY THIRD PARTIES EXCEED THE AMOUNT OF SERVICE FEES PAID HEREUNDER BY CLIENT 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 Client's computers; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or Client'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 Client's computers, software, modems, telephones or other property resulting from Client's use of the Ellie Mae Products or Services.

8.3 Applicability of Limitations. The limitations contained in this Section 8 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.

9. INDEMNIFICATION. Client 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 Client'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 privacy rights, or otherwise relating to, arising from or in connection with Ellie Mae's use of the Client Branding Materials and Client Content in customizing the MBA Web Site and providing the Hosting Services hereunder or Client's use of the Ellie Mae Products or Services or the Hosting Services. The obligations set forth in this Article 12 shall survive any expiration or termination of this Agreement.

10. TERMINATION.

10.1 Effect of Termination. Upon any expiration or termination of this Agreement or the Hosting Services provided under this Agreement for any reason, all rights to the MBA Web Site shall revert to Ellie Mae and Client shall have no further right to access or use the MBA Web Site. Notwithstanding any expiration or termination of this Agreement, the provisions of Section 2.2 and Articles 5, 7, 8, 9, 10, 11, 12, 13, 14 and 15 shall continue in full force and effect, as well as any other provisions of this Agreement which by their terms are intended to survive termination hereof. Neither party will be liable to the other for any termination or expiration of this Agreement in accordance with its terms; provided, however, the Client will remain liable for all applicable Service Fees accrued prior to any expiration or termination hereunder.

11. CLIENT RESPONSIBILITIES.

11.1 Access, Passwords and Login Identification. Upon Client's payment of any initial Service Fees due hereunder, Ellie Mae will provide a user name or ID to Client which Client agrees to use when accessing the MBA Web Site, the ePASS Portal and the ePASS Business Services. Client agrees to be responsible for the confidentiality of such access number(s), password(s), and account number(s). Ellie Mae reserves the right to change the ePASS User Name and Password for Client and to deny access to the MBA Web Site, the ePASS Portal or the ePASS Business Services at any time in the event of a breach of this Agreement or system security relating to the ePASS Portal.

11.2 Access to Internet Connections. In providing access to the MBA Web Site and the ePASS Portal and ePASS Business Services, Client shall be responsible for its own computer hardware configuration and the interface capabilities between Client's hardware and the MBA Web Site and the ePASS Portal and ePASS Business Services, 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. Client 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.

12. ELECTRONIC COMMUNICATIONS BETWEEN CLIENT AND ELLIE MAE. Client 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 Client's access numbers, passwords or account numbers. Ellie Mae will act as though any Electronic Communications it receives under Client's access numbers, passwords or account numbers will have been sent by Client. Client agrees to notify Ellie Mae immediately if Client becomes aware of any loss or theft or unauthorized use of any of Client's access numbers, passwords and/or account numbers. The MBA Web Site, the ePASS Portal and the ePASS Business Services may allow Client to send Electronic Communications directly to Ellie Mae and interact within applicable areas of the MBA Web Site and the ePASS Portal. Client acknowledges and agrees to the following with respect to use of Electronic Communications through the MBA Web Site, the ePASS Portal and the ePASS Business Services:

12.1 Review and Retention. Ellie Mae shall be entitled, but is not obligated, to review or retain Client's Electronic Communications for Client's compliance with this Agreement and the security of the MBA Web Site, the ePASS Portal and the ePASS Business 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 MBA Web Site, the ePASS Portal and the ePASS Business Services.

12.2 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 clients or others.

12.3 E-Mail Address. Client agrees to provide Ellie Mae with Client's e-mail address, promptly provide Ellie Mae with any changes to Client's e-mail address and accept Electronic Communications from Ellie Mae at the e-mail address specified by Client.

12.4 Electronic Notices. Client agrees that Ellie Mae may provide notices, statements and other communications to Client solely through e-mail, posting on the Services or other electronic transmission.

12.5 Technical Requirements. Client understands that the technical processing and transmission of the Services, including Client's Electronic Communications, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

12.6 Public Nature of Electronic Communications. Client agrees 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.

13. SECURITY OF DATA TRANSMISSION. Client acknowledges that it is possible that Electronic Communications may be accessed by unauthorized third parties when communicated between Client and Ellie Mae using the Internet, other network communications facilities, telephone or any other electronic means. If Client accesses the Services from a computer, Client 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, Client 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 MBA Web Site, the ePASS Portal and the ePASS Business Services. Client acknowledges that Ellie Mae is not responsible for notifying Client 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 Client accesses the Services from a Device that does not support data security software or other security protocols, Client 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 Client assumes all risk and liability resulting therefrom.

14. SECURITY AND STORAGE OF PERSONAL DATA. Client shall be responsible for maintaining the security of Client's data through the use of data encryption, data security protocols, passwords and other methods. Client further agrees that Ellie Mae shall have no responsibility or liability for the deletion or failure to store any data transmitted by Client or anyone else to Ellie Mae in connection with the MBA Web Site, the ePASS Portal or the ePASS Business Services, or any other damages, direct or indirect, resulting from loss or corruption of data.

15. THIRD PARTY LINKS. The MBA Web Site, the ePASS Portal and/or the ePASS Business 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 Client'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, Client 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. Client 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.