Residential Mortgage Solution LLC
This website located at www.residentialms.com ("Website") is the property of
Residential Mortgage Solution LLC ("RMS"). Access to the Website is subject to
the following terms and conditions (this “Agreement"), which incorporate the separately posted Privacy Statement. By using
the Website, you (“User”) agree to abide by these Terms. If you are using the Website on behalf of your
employer, you represent that you are authorized to accept this Agreement on
your employer's behalf.
The Website may provide links to sites maintained by third parties ("Third Party
Sites"). RMS does not operate or control any of the Third Party Sites, and is
not responsible or liable for, any content, functionality, accessibility,
information, products, services or other materials on or available from them.
RMS provides these links without warranties or representations of any kind,
whether express or implied, and does not in any way endorse the Third Party
Sites, or any products or services described or provided therein.
2. Site Content; Modification of the Agreement
The information and materials posted on the Website may contain errors,
omissions, or typographical errors or may be out of date. RMS reserves the
right at any time and from time to time to modify or discontinue, temporarily
or permanently, the Website (or any part thereof), with or without notice. RMS
shall also have right at any time and without prior notice, at its sole
discretion, to revise this Agreement or to impose new terms and conditions with
respect to access to or use of the Website. Such modifications shall be
effective immediately upon posting or other notice thereof. Your access or use
of the Website after notice of any such modifications shall constitute and be
deemed your agreement to be bound by such modifications.
3. Intellectual Property
All data and materials developed or provided by RMS in connection with the
operation of the Website, including without limitation all pages, screens,
functionality, text, images, and the general “look and feel” used on the Website, and all proprietary rights inherent therein or appurtenant
thereto, shall be the exclusive property of RMS and may not be used by User or
disclosed to others by User without the express written consent of RMS. All
content published on the Website, including without limitation any and all
proprietary rights thereto, is owned by RMS or RMS’s third-party licensors, and such content may not be copied or distributed in
any way by User for any purpose. RMS’s use of information collected from a User shall be in accordance with the
Privacy Statement and the license granted by User to RMS in this Paragraph.
Access to, and use of, the services offered by RMS through the Website is
limited to Users, and certain sections of the Website may be accessible only by
clients of RMS (each a “Client”). Each Client hereby represents and warrants that each User is a duly
authorized representative of such Client, can form legally binding contracts
under applicable law, and will comply with the provisions of Paragraph 4 of
this Agreement. A Client shall notify RMS immediately upon (i) the removal of
authorization of such User to use the Website by the Client, or (ii) the use of
the Website by any User which is unlawful, improper, or in violation of the
terms of this Agreement.
RMS, in its sole discretion, may refuse to permit a Client or User to use the
Website and/or limit a Client’s or any User’s use of the Website in the event that RMS believes that the Client or User is
in breach of one or more of the terms of this Agreement.
5. Transaction Fees
Client agrees to pay all fees that may be applicable to such Client’s use of the Website as are set forth in other applicable agreements between
Client and RMS.
6. Access to the Website
a) Physical Connection to Website. Client is responsible for providing all
equipment necessary to access the Internet and the Website. Requirements for
access to the Website are available upon request from RMS.
b) Website Availability. While RMS’s objective is to make the Website accessible 24 hours per day, 7 days per week,
the Website may be unavailable from time to time for any reason whatsoever,
including, without limitation, for routine maintenance. Access to the Website
may be interrupted, suspended or terminated from time to time without notice.
Client agrees that RMS shall not be liable for any damages arising from any
such interruption, suspension or termination of the Website and that Client
shall put in place contingency plans to account for such periodic interruptions
or suspensions of the Website.
c) Client Names and Passwords. Access to and use of certain portions of the
Website is through a combination of a Client Name and Password. Subject to the
acceptance by RMS of a Client’s consent to be bound by this Agreement, each Client may be assigned a unique
Client Name and Password.
d) Use of Passwords. Each User shall use a unique User Name and Password. The
Administration is managed by RMS and is responsible for authorizing additional
Users to access the system, as well as maintaining and controlling the
distribution of Passwords and additions and replacement of Users for such
Client. No person is permitted to access the Website using the User Name or Password of
any other person. Each Client is solely responsible to ensure that it takes no
action or omits to take any action which in either case results in any other
person utilizing a User Name or Password of that Client. RMS is not responsible
for the use of any Client’s User Names and Passwords by another party.
7. Appropriate Client Activities
User shall comply with all applicable local, state, federal, and international
laws, statutes, rules and regulations in connection with using the Website.
User shall not tamper in any way with the software or functionality of the
Website. Without limiting the foregoing, User agrees that it shall not place
any material onto the Website which contains any viruses, malicious code, time
bombs, Trojan horses, worms, or other devices that may damage, interfere with,
intercept or expropriate any system, data or information contained in or
encompassing the Website. User shall maintain the confidentiality of non-public
information it may receive from the Website and may not share any such
information with any third party except as required by law or authorized in
writing by RMS. User shall not take any action, or omit to take any reasonable
action, which would constitute an invasion of privacy of any individual or
entity in any applicable jurisdiction. Use or distribution of tools designed
for compromising privacy or security is strictly prohibited. User agrees not to
manipulate the price of any assets or services offered on the Website, either
through the use of shills, aliases, or decoys.
8. Limitation of Liability
NEITHER RMS NOR ITS AFFILIATES NOR ANY OF THEIR EMPLOYEES, AGENTS, DIRECTORS,
OFFICERS, REPRESENTATIVES, SHAREHOLDERS, ATTORNEYS, SUCCESSORS AND ASSIGNS
SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES THAT RESULT FROM THE USE, OR INABILITY TO USE, THE WEBSITE.
You shall defend and indemnify RMS and its affiliates and any of their
employees, agents, directors, officers, representatives, shareholders,
attorneys, successors and assigns, and hold them harmless from and against any
and all claims, proceedings, damages, injuries, liabilities, losses, costs and
expenses (including reasonable attorneys fees and litigation expenses),
relating to or arising from your use, or inability to use, the Website.
THE USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. RMS IS NOT RESPONSIBLE FOR
THE CONSEQUENCES OF SUCH USE. THE WEBSITE IS PROVIDED "AS IS", WITHOUT WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: 1) ANY
WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF INFORMATION,
PRODUCTS, SERVICES OR RESULTS; AND 2) ANY WARRANTIES OF TITLE, MERCHANTABILITY,
NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
This Agreement, and any User’s or Client’s use of the Website, may be terminated at any time and for any reason by RMS.
All provisions of this Agreement relating to warranties, confidentiality
obligations of Clients, proprietary rights, limitation of liability,
indemnification obligations and payment obligations shall survive the
termination or expiration of this Agreement.
Except as otherwise expressly provided herein or in the Privacy Statement posted
on the Website, any communication or material you transmit to the Website,
including any questions, comments, suggestions, or the like, is and will be
treated as non-confidential and non-proprietary and may be used by RMS, its
affiliates and contractors for any purpose, including but not limited to
reproduction, disclosure, transmission, publication, broadcast, and posting.
Furthermore, RMS, its affiliates and contractors are free to use any ideas,
concepts, know-how, or techniques contained in any communication you send to
the Website for any purpose.
13. Forward Looking Statements
This Website may contain forward-looking statements within the meaning of the
federal securities laws. When used, the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “result,” “should”, ”will” and similar expressions that do not relate solely to historical matters
identify forward-looking statements. Forward-looking statements are subject to
risks and uncertainties, both known and unknown and often beyond our control,
and are not guarantees of future performance insofar as actual events or
results may vary materially from those anticipated. Factors that may cause such
a variance include, among others, those discussed from time to time in our
filings with the Securities and Exchange Commission. We expressly disclaim any
responsibility to update forward-looking statements.
This Agreement constitutes the entire agreement of the parties with respect to
the subject matter hereof, and supersedes all previous written or oral
agreements between the parties with respect to such subject matter. This
Agreement shall be construed and enforced in accordance with the laws of the
State of California, without regard to its choice of law principles. Sole and
exclusive jurisdiction for any action or proceeding arising out of, or related
to, this Agreement or use of the Website shall be in the state or federal
courts located in Bridgeport, Connecticut.