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BrokerBase Terms of Use Agreement

Last updated on August 30, 2017.

THESE TERMS OF USE, AND ANY ORDER FORMS YOU MAY HAVE EXECUTED, GOVERN YOUR USE OF BROKERBASE AND BROKERBASE SERVICES, INCLUDING BUT NOT LIMITED TO VERICO ACADEMY, VERICO INTRANET AND MORTGAGEWEB.

BY ACCEPTING THESE TERMS OF USE, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS OF USE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS BROKERS, AGENTS, EMPLOYEES AND AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS BROKERS, AGENTS, EMPLOYEES AND AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MUST NOT ACCEPT THESE TERMS OF USE AND MAY NOT USE BROKERBASE.

These Terms of Use are an agreement between You and Verico Financial Group Inc. ("We", "Us" or "Our").

We may modify these Terms of Use at any time. If we do so, we will post the modification on Our website or via BrokerBase, or provide You with notice of the modification. We will also update the "Last updated" date at the top of this document. You are responsible for checking these Terms of Use whenever you access or use BrokerBase. By continuing to access or use BrokerBase, You are indicating that You agree to be bound by the modified terms. If the modified terms are not acceptable to You, You must stop accessing and using BrokerBase.

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" means, collectively, these Terms of Use and all Order Forms.

"BrokerBase" means the software solution offered by Us and branded as BrokerBase, and all products and services that are provided by Us or on Our behalf in connection therewith, including but not limited to Verico Academy, Verico Intranet and MortgageWeb, but excluding BrokerBase Plus.

"BrokerBase Plus" means the software solution currently branded as "BrokerBase Plus" or "BrokerBase+", and all products and services that are provided by Us or on Our behalf in connection therewith, but excluding BrokerBase.

"CASL" means any applicable federal, provincial and local laws, regulations and rules governing the sending of commercial electronic messages.

"Content" means any and all information, materials, graphics, videos, photographs and other content made available to you through BrokerBase, other than Your Data.

"Customer Data" means the mortgage customer data collected by You or Your brokerage firms and imported into BrokerBase.

"Documentation" means Our online user guides, documentation, and help and training materials relating to BrokerBase, as updated from time to time.

"Order Form" means an order form or other ordering documentation (whether physical or electronic) pursuant to which You or the Broker Firm you are affiliated with orders BrokerBase.

"Personal Information" means any information relating to identifiable individuals, the collection, use or disclosure of which is regulated by Privacy Laws.

"Privacy Laws" means any applicable federal, provincial and local laws, regulations and rules governing the collection, use and disclosure of information relating to identifiable individuals, including the Personal Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Act (British Columbia), the Personal Information Protection Act (Alberta), and any similar legislation enacted by any province or territory of Canada.

"Term" has the meaning given to it in Section 7 (Term and Termination).

"Terms of Use" means these BrokerBase Terms of Use, as they may be amended from time-to-time.

"Third Party Providers" means any contractors, consultants and other third parties that are engaged (directly or indirectly) to assist with the development, maintenance and provision of BrokerBase, including any third party engaged to host BrokerBase or any Customer Data.

"Verico Network" means collectively, (a) those mortgage brokers who have entered into a Brand License Agreement or similar agreement with Us or one of our Affiliates granting them limited rights to use certain "Verico" trademarks in connection with their mortgage brokerage business in exchange for the payment of fees to Us (the "Broker Firms"), and (b) the mortgage agents who are employed by or otherwise affiliated with such brokers.

"You" or "Your" means you and/or the company or other legal entity for which you are accepting this Agreement, and the brokers, agents, employees, and Affiliates of that company or entity.

"Your Data" means the Customer Data and any other data or information that You import into BrokerBase.

2. RESPONSIBILITIES

Provision of BrokerBase. Subject to Your compliance with this Agreement, We will make BrokerBase available to You on a non-exclusive, limited basis during the Term.

Your Responsibilities. You will (a) be responsible for Your compliance with this Agreement, including compliance with all license and usage restrictions set forth in this Agreement or the Documentation, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired and imported Your Data, (c) keep Your password and other access credentials confidential, and use commercially reasonable efforts to prevent unauthorized access to or use of BrokerBase or any Content, and notify Us promptly of any such unauthorized access or use, (d) use BrokerBase only in accordance with the Documentation and applicable laws and government regulations, (e) strictly comply with Privacy Laws, CASL and any other applicable laws, and (f) monitor and maintain any automated aspects of BrokerBase to ensure compliance with Your responsibilities under this Agreement.

Usage Restrictions. You will not (a) make BrokerBase available to, or use BrokerBase for the benefit of, anyone other than You, Your company's brokers, agents and Affiliates; (b) sell, resell, license, sublicense, distribute, rent or lease BrokerBase (c) use BrokerBase to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use BrokerBase to store or transmit viruses or other malicious software code, (e) interfere with or disrupt the integrity or performance of BrokerBase or any third-party data contained therein, (f) attempt to gain unauthorized access to BrokerBase or its related systems or networks, (g) share your password or other access credentials with anyone, or permit direct or indirect access to or use of BrokerBase in a way that circumvents a contractual usage limit, (h) copy BrokerBase or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein, (j) frame or mirror any part of BrokerBase unless expressly provided as an embed code, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access or use BrokerBase in order to build a competitive product or service, or (l) reverse engineer BrokerBase. In addition, unless you obtain Our prior written consent, You may not access or use BrokerBase if You are Our direct competitor, or for purposes of monitoring the availability, performance or functionality of BrokerBase, or for any other benchmarking or competitive purposes.

3. OUR PROPRIETARY RIGHTS

Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to BrokerBase and the Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

License to Content. We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license during the Term to access and use the Content, solely to the extent reasonably required in connection with Your permitted use of BrokerBase. You may make a reasonable number of copies of the Content for Your own internal purposes, but will treat these copies as Our confidential information.

Feedback. You are not required to provide any feedback or suggestions relating to BrokerBase. If You choose to provide any feedback or suggestions relating to BrokerBase, you acknowledge and agree that We will have an unrestricted, perpetual, worldwide right to use such feedback and suggestions, without any obligation to obtain consent from You, provide attribution to You, or make any payment to You.

4. YOUR DATA

Ownership of Your Data. We acknowledge that You or Your customers own Your Data, and We claim no rights to Your Data other than any rights granted in this Agreement or any other agreement between Us and You (or between Us and the customer to whom any Customer Data relates).

License to Your Data. You grant Us and Our Affiliates a worldwide, non-exclusive, perpetual, limited license to access, host, copy, transmit, modify and display Your Data for the purpose of (a) providing BrokerBase to You, Your company's brokers, agents and Affiliates in accordance with this Agreement, (b) providing other services to You, Your company's brokers, agents and Affiliates, (c) improving and developing BrokerBase and our other products and services, and (d) performing data analytics and analyzing and reporting on trends and statistics (it being understood that if we publish Your Data for this purpose, it will be in aggregated and anonymized form). Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data. You acknowledge that We may sublicense these rights to Our Third Party Providers for the purpose of allowing them to provide services to Us.

Privacy Policy. If Your Data includes any Personal Information, We will collect, use and disclose such Personal Information in accordance with Our privacy policy, a copy of which is available here.

Privacy Laws. If Your Data includes any Personal Information, You represent and warrant to us that (a) you have complied with all applicable Privacy Laws in connection with the collection, use and disclosure of such Personal Information, and the provision of such Personal Information to Us complies with all applicable Privacy Laws, and (b) all individuals to whom such Personal Information relates have consented to Our collection, use and disclosure of such Personal Information for the purposes disclosed in this Agreement, the Documentation and our Privacy Policy.

5. CONFIDENTIALITY

Definition of Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes BrokerBase, the Documentation, the Content and the terms and conditions of this Agreement. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) is independently developed by the Receiving Party.

Protection of Confidential Information. The Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party, if permitted by law, gives the Disclosing Party prior notice of the compelled disclosure.

6. REPRESENTATIONS, WARRANTIES, DISCLAIMERS AND INDEMNITIES

Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

Our Warranties. We warrant that BrokerBase will perform materially in accordance with the Documentation. For any breach of the above warranty, Your exclusive remedies are termination of use of BrokerBase.

Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, BROKERBASE IS PROVIDED ON AN "AS-IS" BASIS, AND WE MAKE NO REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED AND STATUTORY REPRESENTATIONS, WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE EXPRESSLY DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. WE DO NOT WARRANT THAT BROKERBASE IS ERROR FREE OR THAT YOU OR ANYONE ELSE WILL BE ABLE TO ACCESS OR USE BROKERBASE WITHOUT PROBLEMS OR INTERRUPTIONS, OR THAT BROKERBASE IS NOT SUSCEPTIBLE TO INTRUSION, ATTACK OR COMPUTER VIRUS INFECTION. EXCEPT IN THE EVENT OF OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WE WILL NOT BE LIABLE FOR DAMAGES ARISING FROM ANY BREACH OF, UNAUTHORIZED ACCESS TO, MISUSE OF, LOSS OF, CORRUPTION OF, OR INTRUSION INTO, YOUR DATA.

Limitation of Liability. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

IN NO EVENT WILL WE HAVE ANY LIABILITY FOR ANY LOST DATA, LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

Indemnification. You will defend Us against any third party claim, demand, suit or proceeding made or brought against Us (a) by one of your customers (except to the extent the claim arises from our breach of this Agreement or our gross negligence or willful misconduct), (b) that arises from any breach of this Agreement by You or any inaccuracy in any representation or warranty made by You, or (c) that alleges that Your Data, or Your use of BrokerBase or Content in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law. You will indemnify and hold Us harmless from any damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising from such a claim, demand, suit or proceeding.

7. TERM AND TERMINATION

Term. This Agreement commences on the date You first accept it and will remain in effect until terminated in accordance with this Agreement, or until it expires or is terminated in accordance with an applicable Order Form (the "Term").

Termination for Convenience. You may terminate this Agreement upon 30 days' written notice to Us at which time we will deregister You. Unless otherwise provided in an applicable Order Form, We may terminate this Agreement or suspend your access to BrokerBase at any time for any reason, without notice to you.

Termination for Cause. This Agreement may be terminated by either party for cause as follows: (i) upon 30 days written notice if the other party breaches or defaults under any material provision of this Agreement and does not cure such breach prior to the end of such 30 day period, (ii) effective immediately and without notice if the other party ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder. We may suspend Your access to BrokerBase during any cure period.

Automatic Termination. This Agreement automatically terminates in the event that You or your Broker Firm ceases to be a member of the Verico Network.

Suspension. We may suspend your access to BrokerBase if we reasonably believe that you have breached any term or condition of this Agreement, until such breach has been cured to our satisfaction.

Customer Data Portability. If you are a Broker Firm, we will make a limited amount of Your Data available to You for export or download as provided in the Documentation. After termination, We will have no obligation to retain or provide Your Data, and may delete Your Data without prior notice to You.

Customer Data Deletion. If you are a Broker Firm, you may request to have all of Your Data deleted from BrokerBase at any time. In the event that a Broker Firm ceases to be a member of the Verico Network, then we may terminate the BrokerBase account(s) associated with this Broker Firm and delete all Customer Data imported into these accounts.

Surviving Provisions. The provisions of this Agreement requiring performance or fulfilment after the expiration or termination of this Agreement, and any other provisions, the nature and intent of which is to survive termination or expiration of this Agreement, will survive the expiration or termination of this Agreement.

8. MISCELLANEOUS

Severability. If any term of this Agreement is invalid or not enforceable, it will not affect any other terms.

Assignment. You may not assign or transfer any of your rights under this Agreement, by operation of law or otherwise, without Our prior written approval. Any attempt by You to assign or transfer any of your rights under this Agreement, without such consent, will not be effective. We may assign or transfer this Agreement, in our sole discretion, without restriction.

Waiver. A failure by a party to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representatives of the party granting such waiver. Except as expressly specified in this Agreement, any remedies specified in this Agreement will not limit any other remedies that may be available.

Governing Law. This Agreement is subject to the laws of the province of Ontario, Canada, without giving effect to conflicts of laws principles. The Parties hereby submit to the exclusive jurisdiction of the Ontario courts for any dispute arising out of this Agreement (it being understood that the foregoing will not affect Our rights to seek injunctive relief in any other jurisdiction, or to enforce any payment obligation in any other jurisdiction).

Entire Agreement. This Agreement (including the Order Forms and the Privacy Policy) states the entire understanding between the parties with respect to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the parties with respect to the subject matter of this Agreement. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or in any of Your order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void. For the avoidance of doubt (a) this Agreement does not govern any access to or use of BrokerBase, which may be subject to different terms and conditions, and (b) this Agreement does not supersede or amend any agreement between the parties relating to Your participation in the Verico Network.

Language. The parties hereto confirm that it is their wish that this Agreement, as well as all other documents relating hereto, including notices, have been and shall be drawn up in the English language only. Les parties aux presentes confirment leur volonte que cette convention, de meme que cette convention, de mem que tous les documents, y compris tout avis qui s'y rattache, soient rediges en langue anglaise.

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