User Agreement
USER AGREEMENT
THIS SOFTWARE SERVICE AGREEMENT DESCRIBES THE TERMS ON WHICH THE COMPANY AND ITS PARTNERS OFFER YOU ACCESS TO THE SOFTWARE SERVICES.
This Agreement is the User Agreement ("Agreement") made by and between VIRTUE CAPITAL CORPORATION., ("VIRTUE") and VIRTUE Corporate Partner ("VCP") and "YOU" the "USER".
This Agreement governs the use of all versions of VIRTUE CAPITAL CORPORATION. products (including its related user instructions and content) and, if selected by the user, electronic Lender access services (defined below) and import services (defined below) (collectively, the "Software Services").
You may not use the services until you have read this Agreement and indicated your unconditional acceptance of it by clicking the "I accept" button. If you do not accept this Agreement, you should discontinue your use of the Software Services and not click the "I accept" button.
As used in this Agreement, the terms "you", "your" or "user" are synonymous, and refer to the person using the Software Services in any way. A "registered user" is a user from whom VIRTUE has received the information necessary to permit such person to print or electronically submit business information using the Service Software and who complies with the terms and conditions of this Agreement. Note that you must be a registered user to be eligible for the guarantee and limited warranty described below.
VIRTUE may amend this Agreement at any time by posting the amended terms on our website and/or on the websites of our partners. Except as stated below, all amended terms shall automatically become effective immediately when they are posted on our site and/or the sites of our partners. This Agreement may not otherwise be amended except in a writing signed by you and VIRTUE. This Agreement was last revised on May 30, 2003.
RECITALS
A. VIRTUE CAPITAL CORPORATION SERVICES is a web-based automated credit and capital software service which stores, organizes, manages, communicates, tracks and reports business information for lending institutions to view, analyze and submit loan proposals. VIRTUE CAPITAL CORPORATION SERVICES is licensed to a nationwide network of over 150 lenders providing loans from $500 to $50 million for business loans, equipment leases, and commercial real estate mortgages. User desires a non-exclusive, non-transferable limited license to use VIRTUE CAPITAL CORPORATION SERVICES for the User's commercial financing needs.
B. Subject to the terms and conditions of this Agreement, and until termination of this Agreement, VIRTUE grants you a non-exclusive, non-transferable limited license to use VIRTUE CAPITAL CORPORATION SERVICES provided that (1) you do not modify the online software in any unlicensed manner, (2) you preserve all copyright notices on any files you download from VIRTUE and VCP, and (3) you agree to be bound by the terms of this Agreement.
C. You agree to review your business information for indications of obvious errors prior to electronically submitting or printing and mailing your information to lenders. You are responsible for acquiring and maintaining all equipment, computers, software and communications services (such as long distance phone charges) relating to the access and use of the Software Services, and for all related expenses and applicable taxes. The payment of all fees and charges to VIRTUE, if applicable, must be made by your valid credit or charge card (or other payment mechanism made available through the Software Service) and, except as otherwise provided herein, all fees and charges are non-refundable.
NOW THEREFORE, in consideration of the mutual promises herein contained, VIRTUE, VCP and You do hereby agree as follows:
1. TERMS OF USE
1.1 You acknowledge that VIRTUE CAPITAL CORPORATION SERVICES(tm) stores, organizes, manages, communicates, tracks and reports business information and provides a forum for borrowers and lenders to interact prior to closing their transaction and that neither VIRTUE and VCP nor its employees are acting as a broker or lender in these transactions. You further acknowledge that VIRTUE and VCP do not endorse, recommend or favor the products or services of any participating lender and VIRTUE and VCP are not an agent of either the borrower or any participating lender.
1.2 VIRTUE, VCP and lenders reserve the right, in their sole discretion, to reject any loan transaction.
1.3 All content of VIRTUE CAPITAL CORPORATION SERVICES(tm) and this site is, and shall continue to be, owned exclusively by VIRTUE and VCP, and is protected under applicable copyrights, patents, trademarks, trade dress, and/or other proprietary rights, and the copying, redistribution, use, or publication by you of any such content or any part of the site is prohibited. You have no ownership rights to VIRTUE CAPITAL CORPORATION SERVICES(tm) but are merely granted a license to use the VIRTUE CAPITAL CORPORATION SERVICES(tm) for your commercial financing needs. Any non-licensed use of VIRTUE CAPITAL CORPORATION SERVICES(tm) is strictly forbidden.
1.4 You may not copy, reproduce, republish, upload, post, transmit, resell, publish, display, disclose, rent, lease, modify, loan, distribute, or create site materials or derivative works based upon VIRTUE CAPITAL CORPORATION SERVICES(tm) or any part thereof. You may not reverse engineer, decompile, translate, adapt or disassemble the site or software, nor shall you attempt to create the source code from the object code for the software. You may not transmit the materials or software over any network or between any devices, although you may use the software to make such transmissions as necessary for use under this license. Modification or use of materials on the site for any purpose other than those permitted in this Agreement is a violation of VIRTUE's patent, copyright, trade secret, trade name, trademark and/or other proprietary rights.
1.5 You hereby acknowledge that VIRTUE CAPITAL CORPORATION SERVICES(tm) contains proprietary trade secrets of VIRTUE and you agree to maintain the confidentiality of the software. You agree to communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with the software and to use reasonable efforts to ensure their compliance with such terms and conditions.
1.6 Our Lender Network includes lenders of all types covering all of the U.S. and Canada. It includes banks, brokers, Wall Street firms, insurance companies, financial institutions, finance companies, and private investors.
2. INDEPENDENT CONTRACTORS, NO BROKERAGE, NATURE OF YOUR INFORMATION and WEBSITE
2.1 The relationship between you, VIRTUE and VCP is that of independent contractors. You understand that this Agreement does not establish or imply any agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship between you, VIRTUE and VCP.
2.2 VIRTUE CAPITAL CORPORATION SERVICES(tm) is an online financial automation software service that stores, organizes, manages, communicates, tracks and reports business information and a forum for borrowers and lenders to interact prior to closing their transaction. You understand that VIRTUE and VCP are not acting as a broker for any lender in any capacity and no employee of VIRTUE and VCP is acting as a broker for any lender in any capacity in these transactions.
2.3 You understand that you determine what information to input into your VAULT and you decide which lenders should view and analyze your information through the VIRTUE CAPITAL CORPORATION SERVICES(tm). The decision and control over what information to input which lenders should view this information belongs to you in your sole discretion. VIRTUE CAPITAL CORPORATION SERVICES(tm) allows lenders to access your information based upon your acceptance of this agreement and your acceptance or decline of lenders through the use of VIRTUE CAPITAL CORPORATION SERVICES(tm). You also acknowledge and agree that VIRTUE and VCP may from time to time review your VAULT information for accurate content and assistance in helping you organize and prepare your business information for the best delivery to lenders and other credit sources.
2.4 You understand that by providing your social security number(s) you are authorizing lenders to obtain a consumer credit report(s) through credit and consumer reporting agencies or other sources, in order to further evaluate your creditworthiness in connection with the credit evaluation process and the proposed extension of business credit to the Applicant. You, as an individual, hereby knowingly consent to the use of such credit report in accordance with the federal fair credit reporting act as contained in 15 U.S.C.1681, ET SEQ., as amended from time to time.
3. PRICING
3.1 The VIRTUE CAPITAL CORPORATION SERVICES(tm) entitles you to the full access and use of the entire VIRTUE CAPITAL CORPORATION SERVICES(tm) system for a single loan transaction including the use of a VAULT, loan proposal management system, communication system, and the nationwide lending network as well as an VIRTUE CAPITAL CORPORATION SERVICES(tm) specialist to answer any questions.
3.2 VIRTUE enables you to upload and store data and other documents in your Vault(tm). Depending on the amount of storage space required to store the information you upload into Vault(tm), VIRTUE expressly reserves the right to charge additional storage fees if your information exceeds normal storage requirements. Please monitor this website for Vault(tm) storage pricing updates.
4. OBLIGATION TO CLOSE
4.1 After selecting a lender through VIRTUE CAPITAL CORPORATION SERVICES(tm), you will enter into independent negotiations with the selected lender to close your loan. You can upload, store and manage all your documentation and communications with the selected lender. You also agree that you will use best efforts and negotiate in good faith to complete a loan in a timely fashion with the selected lender.
5. RELEASE AND INDEMNIFICATION.
5.1 VIRTUE and VCP are not brokers and VIRTUE and VCP are not involved in the actual transaction between you and lenders. In the event that you have a dispute with one or more lenders, you hereby release VIRTUE and the VCP, its affiliates, officers, directors, agents, subsidiaries and employees from claims demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
5.2 Please read the following paragraph carefully if you are a California resident: By clicking below that you accept the terms of this Agreement, you hereby waive any right under California Civil Code §1542 which says: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
5.3 You agree to pay all legal fees and other expenses and costs associated with any action resulting from your dealings with the lender.
5.4 You hereby agree to indemnify, defend and hold harmless VIRTUE and VCP and its officers, owners, agents, partners, employees, affiliates, licensors and licensees from and against any and all liability and costs incurred by VIRTUE and VCP in connection with any claim arising out of any breach by you of this Agreement, including without limitation, attorneys fees and costs. You agree to cooperate as fully as reasonably required in the defense of any claim. VIRTUE and VCP reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of VIRTUE and VCP. VIRTUE and VCP and its officers, owners, agents, partners, employees, affiliates, licensors and licensees shall not be liable for any indirect, consequential or punitive damages in connection with this Agreement for any reason whatsoever.
5.5 YOU AGREE NOT TO HOLD VIRTUE LIABLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR PARTICIPATION IN THIRD PARTY SERVICES. ADDITIONALLY, EXCEPT FOR THE ABOVE REIMBURSEMENT FOR CALCULATION ERRORS, YOUR EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY OF VIRTUE AND THE PARTICIPATING PARTIES FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE SERVICES OR THE THIRD PARTY SERVICES, AS APPLICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIRTUE AND THE PARTICIPATING PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF PROFITS OR INVESTMENT OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF VIRTUE OR THE PARTICIPATING PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Some states do not allow the limitation and/or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
6. TERM AND TERMINATION
6.1 This Agreement begins when you click on the "AGREE" button at the end of this Agreement and continues until either you or VIRTUE and VCP terminate the Agreement.
6.2 Either you or VIRTUE and VCP may terminate this Agreement at any time by giving the other party notice by electronic mail, fax, telephone or certified mail. VIRTUE and VCP reserves the right to terminate this Agreement for any reason whatsoever.
6.3 VIRTUE and VCP reserve the right and complete discretion to reject your electronic application if VIRTUE and VCP in its sole and absolute discretion deem the application unsuitable for any reason.
6.4 VIRTUE CAPITAL CORPORATION SERVICES(tm) is not available to you if VIRTUE and VCP has rejected your application or terminated this Agreement.
7. MISCELLANEOUS
7.1 You promise that the information you supply to VIRTUE and VCP by electronic application or store in the Vault(tm) shall not be false or misleading, shall not be otherwise fraudulent, and shall not violate any domestic or foreign law, statute, ordinance, regulation, court order, or settlement agreement.
7.2 You will not copy, paste, save or otherwise duplicate any information obtained from your dealings with VIRTUE other than documents which you are authorized to download during the proposal and due diligence process. See our Privacy Policy at http://www.VIRTUE.com/w3c/privacy.cfm .
7.3 You understand that the terms VIRTUE(tm), VIRTUE CAPITAL CORPORATION SERVICES(tm), and Vault(tm) are trademarks of VIRTUE. VIRTUE and VCP forbid any unauthorized use of its trademarks or service marks.
7.4 NO WARRANTIES ARE MADE BY EITHER OF THE PARTIES AS TO THE SERVICES OR TECHNOLOGY DESCRIBED IN THIS AGREEMENT. THE SERVICE AND TECHNOLOGY (INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION ACCESSED BY ANY MEANS THEREOF) IS PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, VIRTUE MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF OR ERROR IN THE SERVICES UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO VIRTUE's and VCP's NEGLIGENCE.
7.5 VIRTUE does not warrant that the Software Services are secure, free from bugs, interruptions, errors, or other program limitations. You acknowledge that use of the Internet presents certain risks relating to viruses or other harmful components. You (and not VIRTUE) assume the entire cost of all-necessary servicing, repair, or correction of problems with your software or your hardware caused by viruses or other harmful components.
7.6 All warranties or guarantees given or made by VIRTUE with respect to the Software Services (1) are for the benefit of the registered user of the Software Services only and are not transferable, and (2) shall be null and void if you breach any terms or conditions of this Agreement.
7.7 Any provision of this Agreement found unenforceable by a court of competent jurisdiction is to be deleted, leaving the remainder of the Agreement in effect.
7.8 VIRTUE and VCP reserves the right, at its sole and absolute discretion, to change, modify, add or remove any portion of this Agreement in whole or in part at any time. Notification of changes in this Agreement will be posted on this website. Your continued use of VIRTUE CAPITAL CORPORATION SERVICES(tm) shall constitute your binding acceptance of any such changes or modifications.
8. CHOICE OF LAW/ARBITRATION/FORUM SELECTION.
8.1 The laws of the United States and California (without regard to California choice of law principles) govern this Agreement.
8.2 Any controversy or claim arising out of or relating to this Agreement and/or the services provided by VIRTUE and VCP shall be resolved by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The venue for Arbitration shall be Irvine, California.
8.3 You irrevocably consent to the jurisdiction of courts sitting in Orange County, California for resolution of any disputes that cannot be resolved through arbitration.
8.4 You and VIRTUE and VCP agree that the prevailing party may recover attorney's fees and any arbitration or litigation expenses (expert fees, etc.).
9. SECURITY AND DATA STORAGE
9.1 You are the only person authorized to use your user name and password. You shall not permit or allow other persons to have access to or use your user name and password, except if you choose to provide that information to VIRTUE's authorized technical support personnel to assist you. You are responsible for the use of the Software Services under your user name, and for maintaining the confidentiality of your user name and password. If you forget your user name or password you will need to contact VIRTUE Customer Service Department for your user name and password. Although VIRTUE has taken reasonable measures to protect the security of your information, VIRTUE (i) does not guarantee the security of information collected during your use of the Software Services, (ii) shall not be liable in any way for a compromise of your data, and (iii) except to the extent required by applicable law, has no obligation to store or maintain any information you provide to it.
10. ELECTRONIC LENDER ACCESS SERVICE
10.1 If you choose to submit your information electronically, your information will be collected and stored on VIRTUE Server Center, where it may be converted to and stored in a standardized format and then transmitted to the applicable lender applications. VIRTUE cannot guarantee that the Lender will accept your application due to circumstances beyond VIRTUE's control (e.g., incorrect user information, malfunction of the system, communications system problems, etc.).
11. IMPORT AND UPLOADED SERVICES
11.1 The Software Services include a feature that allows you to import and upload information from any source (the "Import Services"). If you choose to use the Import Services, you are responsible for verifying the accuracy of the information that is imported. VIRTUE is not responsible for the accuracy of the imported and uploaded information.
12. THIRD PARTY SERVICES
12.1 Software Services, products, offers and promotions provided by third parties, and not by VIRTUE, are made available in connection with the marketing, distribution and use of the Software Services ("Third Party Services"). The Third Party Services may include insurance, credit reports, merchant services, financial planning, loans, live advice, professional assistance and review, among others. You are responsible for reviewing and understanding the terms and a condition governing any Third Party Services, and your participation in such Third Party Services indicates your acceptance of such terms and conditions. VIRTUE is not responsible for the performance of Third Party Service providers in connection with the Third Party Services or otherwise.
13. EXPERIAN BUSINESS REPORTS
13.1 Experian Business Reports are offered subject to the following conditions of sale:
13.2 Experian grants you the right to use the information provided by Experian for your own use in evaluating actual or contemplated business transactions involving the business entity to which such information relates. You agree to use such information in accordance with all applicable laws and regulations. SUCH INFORMATION MAY NOT BE USED TO DETERMINE AN INDIVIDUAL'S ELIGIBILITY FOR CREDIT OR INSURANCE TO BE USED PRIMARILY FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR TO DETERMINE AN INDIVIDUAL'S ELIGIBILITY FOR EMPLOYMENT.
13.3 Confidentiality. Except as required by law, you agree that the information provided by Experian will be maintained in strict confidence and will not be copied, disclosed, sold or otherwise made available to any third parties.
13.4 Warranty. EXPERIAN DOES NOT GUARANTEE OR WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION PROVIDED BY IT.
13.5 Remedy for dissatisfaction. Experian wants you to be satisfied with the information provided by it. If you reasonably determine that such information is not in accordance with Experian's obligations to you and you so notify Experian in writing or by e-mail within fifteen (15) days after the receipt of such information, Experian will, at its option, either replace the unsatisfactory information or issue you a credit for the amount you paid for such information. SUCH REPLACEMENT OR CREDIT SHALL CONSTITUTE YOUR SOLE REMEDY AND EXPERIAN'S MAXIMUM LIABILITY FOR SUCH UNSATISFACTORY INFORMATION. EXPERIAN SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY EXPERIAN''S ACTS OR OMISSIONS IN PREPARING OR DELIVERING THE INFORMATION PROVIDED BY IT. IN NO EVENT SHALL EXPERIAN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF ADVISED OF SUCH POSSIBILITY OF DAMAGES. If notwithstanding the preceding sentence, liability is imposed on Experian, the amount of such liability shall not exceed five times the amount paid by you for such information.
13.6 Ownership. The information provided by Experian will continue to be the exclusive property of Experian.This transaction does not convey any right, title or interest in or to such information
INTRODUCTION
This Memorandum of Understanding (MOU) for a FINANCE CENTER license is entered into this day of 2004 between Partner and VIRTUE CAPITAL CORPORATION, Inc. (VIRTUE). The functional areas covered in this memorandum of understanding will be the use the Private Label FINANCE CENTER (FINANCE CENTER) and other services.
GENERAL PRINCIPLES
1. Partner and VIRTUE are desirous of implementing this MOU immediately as time is of the essence.
2. Partner and VIRTUE will agree to a frequent review of Partner's use of VIRTUE's use of FINANCE CENTER and services. VIRTUE will have the right to block access or cease operation if it is deemed by VIRTUE to be detrimental to VIRTUE's business or detrimental to VIRTUE's name. The use of VIRTUE's names, trademarks or service marks can and will be authorized only by VIRTUE.
3. VIRTUE and Partner will agree to Minimum Acceptable Service Levels (MASLs) that their mutual objective is for the Partner FINANCE CENTER, VIRTUE's technology and VIRTUE content to be available to Partner and its Partners at all times. When outages occur, other than planned maintenance outages, the impact to response level service requirements and support shall be set forth below and that VIRTUE and Partner shall respond to and use reasonable efforts to resolve issues in a prompt manner.
Priority 1: The Partner Site, Partner's FINANCE CENTER, VIRTUE Technology and Content are not functioning such that VIRTUE technology cannot be obtained through the Partner's FINANCE CENTER. In such event, VIRTUE and Partner shall commit full-time resources around the clock to resolve the situation.
Priority 2: The Partner Site, Partner's FINANCE CENTER, VIRTUE technology and Content are not functioning that VIRTUE technology cannot be obtained through the Partner's FINANCE CENTER without significant delays. No work-around is available. In such event, VIRTUE and Partner shall commit full-time resources around the clock to resolve the situation.
Priority 3: The Partner's FINANCE CENTER, technology and content is not functioning, but VIRTUE technology can be obtained through the Partner's FINANCE CENTER; a known work-around exists and Partner and/or VIRTUE is able to implement the work-around without severe interruption of the FINANCE CENTER Technology.
Priority 4: Partner requires information or assistance on Partner's FINANCE CENTER, VIRTUE technology and content capabilities or configuration, or Partner reports a cosmetic or documentation issue that has no material impact on the operation of the Partner's FINANCE CENTER, VIRTUE technology and Content, or Partner reports a problem or makes a suggestion that would result in an enhancement to the Partner's FINANCE CENTER, technology and content.
Partner's FINANCE CENTER, VIRTUE technology and content. VIRTUE will provide support for the Partner FINANCE CENTER, VIRTUE technology and Content Area Monday through Friday 9AM to 5PM PST by telephone and electronic mail. On a monthly basis, VIRTUE shall provide Partner call reports showing the number of calls in hourly increments.
Partner Site and Partner's FINANCE CENTER Support. Partner will provide access to the Partner Site, for the Partner's FINANCE CENTER, VIRTUE technology and VIRTUE content Area 24 hour per day 7 days a week.
Call Response and Resolution Times. To ensure that all Partner's FINANCE CENTER, VIRTUE technology and content issues and technical inquiries are reported in a standard format, Partner and VIRTUE will use and comply with the priority definitions and escalation guidelines herein, and Partner and VIRTUE jointly shall assign a priority to all issues submitted to the parties. Based on its priority, the parties agrees to address such issues within the following time frames:
Priority 1: Response within 1 hour.
Priority 2: Response within 2 hours.
Priority 3: Response within 4 hours.
Priority 4: Response within 1 business day.
4. VIRTUE and Partner will agree to the following business model:
I. VIRTUE will customize site look and feel,
II. VIRTUE will set-up permissions for all personnel of the Partner
III. VIRTUE will provide 1 hours of training for up to 10 people of the Partner.
IV. VIRTUE will perform 4.I 4.IV for the following price:
a. Corporate Partner $299.00 Set-up and Training
b. Corporate Partner $39.95/mo Hosting
c. Professional Partner $399.00 Set-up and Training
d. Professional Partner $49.95/mo Hosting
e. Commercial Partner $1,250.00 Set-up and Training
f. Commercial Partner $60.00/mo Hosting
V. VIRTUE will charge Partner $150/hr for custom upgrades and additional training time.
VI. VIRTUE will charge Partner $10.00 for each Pre-qualification application which is credit against the FinanceSuite price (as seen in the PRICE tab on the website) when the application is completed.
VII. VIRTUE will pay to Partner monthly revenue sharing fees of 20% from revenues collected from Partner site. These revenues include FinanceSuite sales to borrowers, lenders lead fees and lender license fees paid when loans are closed.
5. Partner's duties
I. Provide any and all information on a timely basis to VIRTUE, which may be required by VIRTUE personnel to customize, integrate, and train Partner.
II. Maintain confidentiality of all VIRTUE technology, content and processes.
III. Actively promote the use of FINANCE CENTER to staff, borrowers, lenders and vendors.
IV. Remit payments to VIRTUE as per this agreement.
6. VIRTUE's duties
I. Maintain confidentiality of all information received from Partner.
II. Maintain and secure Partner's applicant records.
III. Disburse revenue sharing fees to Partner as agreed.
IV. Customize, integrate, train and support the technology.
V. Maintain MASL's as per this agreement.
7. Partner hereby grants VIRTUE permission to display, during the term of this Agreement and the subsequent Transition Period, subject to Partner's express, prior, written approval, Partner's trademarks and logo on Partner's web site and in print advertising and marketing materials. For purposes of this Agreement, "Transition Period" shall mean the commercially reasonable time necessary to remove the Content from the web site, not to exceed ten (10) business days. At this time VIRTUE does not contemplate using Partner's trademarks or logos.
9. Partner and VIRTUE agree to keep confidential all information of Partner, VIRTUE or Applicant, which is described or marked as "Confidential" or which, by its nature, can be reasonably expected to be confidential or proprietary.
10. Both parties agree that any new and additional services performed by VIRTUE for the Partner will require a formal change management process to be defined in a separate document which shall be attached as an addendum to and become part of this MOU.
11. The term of this MOU shall be one year and will automatically be extended for successive one year periods unless either party provides the other with at least ten (10) days written notice to the contrary prior to the expiration of the existing term. This agreement is cancelable with 90 days prior written notice by either party.
12. Each of the parties hereto acknowledge that during the course of implementing the terms of this MOU they may acquire or have access to confidential and proprietary information possessed by the other. Both Partner and VIRTUE agree that all such confidential and proprietary information shall remain confidential and shall not be disclosed to third parties without the express written consent of the other and that the recipient of any such information shall use the same solely for purposes of fulfilling the terms of this agreement. Neither party shall use any confidential or proprietary information in connection with or for purposes of competing, either directly or indirectly, with the other party.
13. VIRTUE hereby grants permission to Partner to display, during the term of this Agreement and the subsequent Transition Period, VIRTUE's trademarks and logo on Partner's web site and in print advertising and marketing materials. For purposes of this Agreement, "Transition Period" shall mean the commercially reasonable time necessary to remove the Content from the web site, not to exceed ten (10) business days.
14. LIABILITY LIMITATION
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE OTHER FOR ANY REASON WHATSOEVER, WHETHER ANY CLAIM FOR SUCH RECOVERY IS BASED UPON THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY), AND EVEN IF THE PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF THE POTENTIAL LOSS OR DAMAGE.
15. Any disputes arising under the terms of this MOU shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Additionally, each of the parties hereto, agrees and covenants to hold the other party free and harmless from any and all claims, liability or damages asserted on account of that party's breach of the terms of this MOU or arising out of the use of the other party's confidential or proprietary information in accordance with this MOU.
Company:
Name: VIRTUE CAPITAL CORPORATION, Inc.
Address: 3151 Airway Avenue, Building G 3
Address: Costa Mesa, CA 92626
Telephone: 877-999-6465
Facsimile: 949-955-0041
Attention: Mr. Thomas Markel
Title: CEO
16. This document is a MOU and except as otherwise provided, this document shall be
the agreement between VIRTUE and Partner. Any modification to this document and/or its terms herein must be in writing and signed by the parties hereto.