Morsystems offers mortgage website design and hosting — websites and loan tools for mortgage brokers and loan professionals. Free mortgage web site trials and no set-up fees!

TERMS OF USE DEFINITIONS, This Terms of Use Policy (hereinafter known as Policy) governs the usage of the MorSystems Web Site and each of the MorSystems Products and Services. This Policy is incorporated by reference into each contract MorSystems enters into with a Client for the use of such Products and Services. MorSystems may modify this Policy at any time without notice. In addition, this Policy is incorporated by reference into the Terms of Use applicable to the MorSystems Web Site so that no person who utilizes the MorSystems Web Site (regardless of whether that person is a Client) may take any action utilizing the MorSystems Web Site that a Client would be prohibited from taking.

DESCRIPTION OF SERVICES, MorSystems operates the MorSystems Web Site and Borroware® client loan software and Website. Upon completion of the MorSystems registration process and the payment of any fees required at that time, and subject to the other terms and conditions of the MorSystems Web Site System Agreement, during the term of the MorSystems Web Site System Agreement, MorSystems grants to User a single non-exclusive, non-transferable, limited license in marketing User's products and services to its customers and in performing loan origination services for User's customers.

OBLIGATION TO PAY FEES, If you order any services from the MorSystems Web Site which are identified as fee-based Products or Services, you agree to pay all subscription, service and use fees, if any, MorSystems charges you for those Products and Services. You agree to pay all costs (including attorney's fees), if any, incurred by MorSystems in collecting overdue fees from you, and to pay a late charge on any overdue fees at a rate equal to the lesser of 1.5% per month or the maximum rate allowed under applicable law. You also agree to pay all foreign, federal, state and local taxes applicable to your access, use or receipt of the Products and Services.

At the time of purchase of your MORSYSTEMS membership, you must choose one payment plan that will constitute the payment terms of your membership for the lifetime of your membership. This plan requires an initial 12 month commitment. Should you not fulfill the 12 month commitment, for any reason, a contract buy out fee of $200 will be assessed to your account and will come due in full at the time your account becomes past due, in addition to any past due fees.

Renewal Membership: Your membership will renew automatically for an additional 12 months, unless we terminate it or you notify us by telephone or email of your decision to terminate your membership at billing@morsystems.com. You must notify us before your membership renews in order to avoid billing of Membership Fees for the renewal term to your credit card.

Terms of payment are within MORSYSTEMS' sole discretion, and unless otherwise agreed to by MORSYSTEMS, initial payment must be received by MORSYSTEMS prior to MORSYSTEMS' acceptance of an order. Pricing, specifications, availability and terms of offers may change without notice.

All prices are listed in U.S. dollars. You may use Visa, MasterCard, or American Express credit cards.

Responsibility for taxes. Customer is responsible for any and all taxes that may be due, including but not limited to: Federal, State and any local taxes that may be assessed for Customer’s use of any MorSystems product(s).

Should you default on the payment of your monthly payment plan at any time, for any reason, MORSYSTEMS reserves the right to suspend your account until all delinquent fees are paid in full. If your account is suspended for 30 days or longer for any reason, you will be required to pay a reinstatement fee of $199. If you elected to pay on the monthly payment plan and the suspension occurs during the first year commitment period, an additional fee of $199 will be assessed.

YOUR REGISTRATION INFORMATION, your registration information must be accurate, current and complete. In consideration of your use of the Services, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the MorSystems registration form for the Services (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete or MorSystems has reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete, MorSystems has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

CONTENT, Client shall provide such content (text, pictures, sound, graphics, video and other data) ("Content") to Company as is necessary to create Client's Web Site ("Web Site"). Client is responsible for verifying the accuracy of Content, both before and after same is posted to its Web Site. The Web Site Package will be provided in accordance with Company’s Standard Pricing and Design Guidelines located at http://www.morsystems.com/websites/compare.php which is subject to change at any time, at Company’s sole discretion.

GENERAL PRACTICES REGARDING USE OF THE SERVICES; SUSPENSION OF SERVICES, You acknowledge that MorSystems may establish general practices and limits concerning use of the Services, including without limitation the maximum number of times (and the maximum duration for which) you may access the Services in a given period of time. You acknowledge that MorSystems reserves the right to disable accounts that are inactive for an extended period of time. You further acknowledge that MorSystems reserves the right to change these general practices and limits at any time, in its discretion. In the event of any breach, or reasonably anticipated breach, of any provision of this Policy, in addition to any other remedies available at law or in equity, MorSystems will have the right, in MorSystems' sole discretion, to immediately suspend User's access to the Services if necessary in MorSystems' good faith determination to prevent any material harm to MorSystems.

PROPRIETARY RIGHTS
• Ownership and Use of Trademarks, The MorSystems Marks are the trademarks and service marks or registered trademarks and service marks of MorSystems, Inc. User agrees not to display or use the MorSystems Marks in any manner without MorSystems' express prior written consent.
• Ownership of the MorSystems Products and Services, (a) The content, organization, graphics, design, compilation, magnetic translation, digital conversion and all other aspects of the MorSystems Products and Services (including all MorSystems Content contained therein), and all documentation relating thereto, are the property of MorSystems and/or its licensors and all right, title and interest in and to such property shall remain with MorSystems and/or its licensors, both during the term of and after any expiration or termination of this Policy. User acknowledges that MorSystems and/or its licensors have copyright, trade secret and other intellectual property rights in the MorSystems 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 MorSystems and/or its licensors at all times. User agrees not to copy, reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate, commercially exploit or create derivative works based on the MorSystems Products and Services or any such documentation in any manner without the express prior written consent of MorSystems. (b) USER AGREES THAT IT SHALL NOT, IN WHOLE OR IN PART, AT ANY TIME DURING THE TERM OF OR AFTER ANY EXPIRATION OR TERMINATION OF THIS POLICY: (i) SELL, ASSIGN, SUBLICENSE, LEASE, RENT, TIMESHARE, GRANT A SECURITY INTEREST IN, DISTRIBUTE OR OTHERWISE TRANSFER ANY OF THE MORSYSTEMS PRODUCTS OR SERVICES, OR ANY DOCUMENTATION RELATING THERETO; (ii) COPY OR REPRODUCE ANY OF THE MORSYSTEMS PRODUCTS OR SERVICES OR ANY SUCH DOCUMENTATION; (iii) WITHOUT THE PRIOR WRITTEN CONSENT OF MORSYSTEMS, DISCLOSE THE WEB SOFTWARE, THE LOAN OFFICER TOOLS, 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 MORSYSTEMS WEB SITE, THE LOAN OFFICER TOOL; OR (v) ALLOW ANY PERSON OR ENTITY TO DO ANY OF THE ACTS DESCRIBED IN (i) THROUGH (iv) ABOVE.

USER RESPONSIBILITIES.

• Access, Passwords and Login Identification, Upon User's payment of any initial Service Fees due hereunder, User will be required to set up a password for User's account in order to access certain levels of the Services. User agrees to use and be responsible for the confidentiality of such access number(s), password(s), and account number(s) when accessing the Services. MorSystems reserves the right to change the MorSystems’ User Name and Password for User and to deny access to the Services at any time in the event of a breach of this Policy or system security relating to the MorSystems site and/or software and Website.
• Access to Internet Connections, In providing access to the Services, User shall be responsible for its own computer hardware configuration and the interface capabilities between User's hardware and the MorSystems Web Site, including without limitation providing all equipment necessary to make such connections, such as a computer and modem or other access device, e-mail software and, if necessary, obtaining and maintaining access to the World Wide Web, either directly or through devices that access Web-based content, and paying any service fees associated with such access. User shall be responsible for making all necessary upgrades in and to its hardware to accommodate the system requirements of the MorSystems Web Site Services.
• Compliance with Law, User represents and warrants to MorSystems that User's use of any Loan Officer Tools in marketing User's products and services and in the origination and processing of loans will comply with all applicable U.S. state and federal laws and regulations. User is solely responsible for ensuring that User's use of the Loan Officer Tools comply with all applicable state and federal laws and regulations, and agrees to provide MorSystems with any necessary additions, deletions and modifications to any Loan Officer Tools in order to comply with such laws and regulations. User further represents and warrants that it will not use any of the MorSystems Products or Services for any unlawful purpose.

PROHIBITED USES. Users may not:
• Utilize the MorSystems Products and Services in connection with any illegal activity. Without limiting the generality of this rule, Users may not: (a) Utilize the MorSystems Products and Services to upload, post, reproduce or distribute any information, software or other material (including text, graphics, music, videos or other copyrightable material) protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the written authorization of the owner of such rights; (b) Utilize the MorSystems Products and Services in any way to express or imply that any opinions contained in Client's Electronic Communications are endorsed by MorSystems; (c) Utilize the MorSystems Products and Services to misappropriate or infringe the patents, copyrights, trademarks or other intellectual property rights of any third party;
(d) Utilize the MorSystems Products and Services to traffic in illegal drugs, illegal gambling, obscene materials or any other products or services that are prohibited under applicable law; or (e) Utilize the MorSystems Products and Services in any manner that violates applicable laws or regulations, including without limitation any laws or regulations applicable to the use of any MorSystems Products or Services in marketing Client's products and services and in the origination and processing of loans; (f) Utilize the MorSystems Products and Services to publish or disseminate information that (1) constitutes slander, libel or defamation, (2) publicizes the personal information or likeness of a person without that person's consent or (3) otherwise violates the privacy rights of any person; (g) Utilize the MorSystems Products and Services to threaten persons with bodily harm, to make harassing or abusive statements or messages, or to solicit the performance of acts or services that are illegal under applicable law.
• Utilize the MorSystems Products and Services in connection with any illegal or actionable activity. Without limiting the generality of this rule, Utilize the MorSystems Products and Services in connection with any other disruptive or abusive activity. Without limiting the generality of this rule, Users may not: (a) Utilize the MorSystems Products and Services to cause denial of service attacks against MorSystems or other network hosts or Internet users or to otherwise degrade or impair the operation of MorSystems' servers and facilities or the servers and facilities of other network hosts or Internet users; (b) Post messages or software programs that consume excessive CPU time or storage space; (c) Utilize the MorSystems Products and Services to offer mail services, mail forwarding capabilities, POP accounts or auto-responders other than for the User's own account; (d) Utilize the MorSystems Products and Services to resell access to CGI scripts installed on MorSystems' servers; (e) Utilize the MorSystems Products and Services to subvert, or assist others in subverting, the security or integrity of any MorSystems systems, facilities or equipment; (f) Utilize the MorSystems Products and Services to gain unauthorized access to the computer networks of MorSystems or any other person; (g) Utilize the MorSystems Products and Services to provide passwords or access codes to persons not authorized to receive such materials by the operator of the system requiring the password or access code; (h) Utilize the MorSystems Products and Services to (A) forge the signature or other identifying mark or code of any other person, (B) impersonate or assume the identity or any other person, or (C) engage in any other activity (including "spoofing") to attempt to deceive or mislead other persons regarding the true identity of the User (excluding the use of anonymous re-mailers or Internet nicknames); (i) Utilize the MorSystems Products and Services to distribute or post any virus, worm, Trojan horse, or computer code intended to disrupt services, destroy data, destroy or damage equipment, or disrupt the operation of the MorSystems Products and Services; (j) Utilize the MorSystems Products and Services to conduct port scans or other invasive procedures against any server (except any server for which the User is an authorized system administrator); (k) Utilize the MorSystems Products and Services to distribute, advertise or promote software or services that have the primary purpose of encouraging or facilitating unsolicited commercial e-mail or spam; (l) Utilize the MorSystems Products and Services to solicit or collect, or distribute, advertise or promote, e-mail address lists for the purpose of encouraging or facilitating unsolicited commercial e-mail or spam; (m) Utilize the MorSystems Products and Services in any manner that might subject MorSystems to unfavorable regulatory action, subject MorSystems to any liability for any reason, or adversely affect MorSystems' public image, reputation or goodwill, including, without limitation, sending or distributing sexually explicit, hateful, vulgar, racially, ethnically or otherwise objectionable materials as determined by MorSystems in its sole discretion; or (n) Utilize the MorSystems Products and Services in any other manner to interrupt or interfere with the Internet usage of other persons.
• Utilize the MorSystems Products and Services to solicit MorSystems customers or permit others to participate in the solicitation of MorSystems customers for any purpose.
• Utilize the MorSystems Products and Services to send mass unsolicited e-mail to third parties. Without limiting the generality of this rule, Users may not: (a) Utilize the MorSystems Products and Services for chain letters, junk mail, "spamming" or (except to the extent otherwise expressly permitted by a Services Agreement between the User and MorSystems) commercial solicitations.

VIOLATIONS:
• Disclaimer. MorSystems expressly disclaims any obligation to monitor its Clients and other Users with respect to violations of this Policy. MorSystems has no liability or responsibility for the actions of any of its Clients or other Users or any content any User may post on any Web site.
• Reporting Non-Copyright Violations. MorSystems encourages Users to report violations of this policy by e-mail to: abuse@morsystems.com, including in any such report the name of the offending domain (for example, abcompany.com) and the type of abuse (for example, spam, illegal acts, harassment, etc.) in the "subject" field of the e-mail.
• Reporting Copyright Violations. MorSystems complies with the Digital Millennium Copyright Act ("DMCA"). MorSystems encourages Users to report an alleged copyright infringement involving a user by sending a notice that complies with the DMCA to: DMCA Notices Attention: MorSystems, Inc. 200 Clock Tower Place Ste. E150 Carmel, CA 93923.
• Remedies. If MorSystems learns of a violation of this Policy, MorSystems will respond to the applicable Client and may, in MorSystems' sole discretion, take any of the following actions, in accordance with the severity and duration of the violation: (a) Warning the Client; (b) Suspending the offending Client from the MorSystems Products and Services; (c) Terminating the offending Client from the MorSystems Products and Services; (d) Imposing fees or charges on the offending Client account in accordance with the applicable service contract; (e) Removing the offending content; and (f) Taking other action in accordance with this Policy, the applicable service contract or applicable law.

COMMUNICATIONS BETWEEN USER AND MORSYSTEMS, User shall be responsible for all electronic communications, including account registration and other account holder information, e-mail and financial, accounting and other data ("Electronic Communications"), if any, entered through or under User's access numbers, passwords or account numbers. MorSystems will act as though any Electronic Communications it receives under User's access numbers, passwords or account numbers will have been sent by User. User agrees to notify MorSystems immediately if User becomes aware of any loss or theft or unauthorized use of any of User's access numbers, passwords and/or account numbers. The Services may allow User to send Electronic Communications directly to MorSystems and interact within applicable areas of the MorSystems Web Site. User acknowledges and agrees to the following with respect to use of Electronic Communications through the Services:

• Public Nature of Electronic Communications. You agree that all Electronic Communications through the Services are public and not private communications, and MorSystems reserves the right to remove such communications for any reason or no reason.
• E-Mail Address. User agrees to provide MorSystems with User's e-mail address, promptly provide MorSystems with any changes to User's e-mail address and accept Electronic Communications from MorSystems at the e-mail address specified by User.
• Electronic Notices. You agree that MorSystems may provide notices, statements and other communications to you solely through e-mail, posting on the Services or other electronic transmission.
• Technical Requirements. You understand that the technical processing and transmission of the Services, including your Electronic Communications, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
• Review and Retention. MorSystems shall be entitled, but is not obligated, to review or retain User's Electronic Communications for User's compliance with this Policy and the security of the Services. MorSystems may also review or retain Electronic Communications for other reasons which MorSystems believes in good faith will improve the quality of the Services.
• Disclosure. MorSystems 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 Policy; (iii) respond to claims that any Electronic Communications violate the rights of third parties; or (iv) protect the rights, property, or personal safety of MorSystems, its Users or others.

SECURITY OF DATA TRANSMISSION, User acknowledges that it is possible that Electronic Communications may be accessed by unauthorized third parties when communicated between User and MorSystems using the Internet, other network communications facilities, telephone or any other electronic means. If User accesses the Services from a computer, User agrees to use third party software, including without limitation Web browser software that supports a data security protocol compatible with the protocol used by MorSystems. Until notified otherwise by MorSystems, User agrees to use software that supports the Secure Socket Layer ("SSL") protocol or other protocols accepted by MorSystems and to follow MorSystems' log-on procedures for the Services. User acknowledges that MorSystems is not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data transmitted across computer networks or telecommunications facilities, including without limitation the Internet. If User accesses the Services from a Device that does not support data security software or other security protocols, User acknowledges that the transmission of data while using the Services, including any Electronic Communications, is not secure and may be accessed by unauthorized third parties and User assumes all risk and liability resulting therefrom.

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

PRIVACY AND SECURITY Client shall own any consumer or borrower data derived from Company’s database modules located on Client's Web Site (e.g., information from loan applications and RateWatchers™). Company’s policy statement concerning the privacy and security of the information provided by the Client and the Client's consumers is located on the Legal Web page of the MorSystems Internet mortgage web site.

COMPANY COMMUNICATION WITH CLIENT, By Acceptance of these Terms of Use, Client expressly authorizes and agrees to accept communication from Company via either email, facsimile or by regular mail with regard to system status issues, product changes/enhancements, billing/account issues and new product and marketing information.

THIRD PARTY LINKS, The Services may contain, or third parties may provide, references or hyperlinks to third party World Wide Web sites or resources. Such hyperlinks are provided for User's reference purposes only. MorSystems does not control such other Web sites, and makes no guarantee as to the accuracy, currency, content or quality, including non-infringement, of any such Web sites or the information or content contained in such Web sites. Accordingly, User acknowledges and agrees that MorSystems shall not be responsible for the availability of such external Web sites or resources, and does not endorse and shall not be responsible or liable for any content, advertising, products, services or other materials available on or through such Web sites or resources. User further acknowledges and agrees that MorSystems 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.

DISCLAIMER OF WARRANTIES.
Reliability of Mortgage Rates and Charts, Access to mortgage rates and charts is provided on MorSystems' Web Site, through independent third parties whose content is copyrighted. MorSystems and its vendors make no guarantees as to the availability, timeliness or accuracy of such rates or charts, and User's use of such rates and charts is subject to the warranty disclaimers and limitations of liability set forth in this Policy.

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

Disclaimer of Warranties, USER EXPRESSLY UNDERSTANDS AND AGREES AS FOLLOWS: (a) MORSYSTEMS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE MORSYSTEMS PRODUCTS AND SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF MORSYSTEMS HAS BEEN INFORMED OF SUCH PURPOSE. USER'S USE OF THE MORSYSTEMS PRODUCTS AND SERVICES IS AT USER'S SOLE RISK. THE MORSYSTEMS PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NO AGENT OF MORSYSTEMS IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF MORSYSTEMS AS EXPRESSLY SET FORTH HEREIN. (b) MORSYSTEMS MAKES NO WARRANTY THAT (i) THE MORSYSTEMS PRODUCTS AND SERVICES WILL MEET USER'S REQUIREMENTS, (ii) THE MORSYSTEMS PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MORSYSTEMS PRODUCTS AND SERVICES WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE MORSYSTEMS PRODUCTS AND SERVICES WILL BE CORRECTED. (c) NO ACCOUNTING, FINANCIAL, LEGAL OR TAX ADVICE OR COUNSEL IS GIVEN, OR SHALL BE DEEMED TO HAVE BEEN GIVEN, BY THE MORSYSTEMS PRODUCTS AND SERVICES OR THE CONTENT OR OTHER INFORMATION OBTAINED THROUGH THE MORSYSTEMS PRODUCTS AND SERVICES.

LIMITATION OF LIABILITY.
Exclusion of Consequential Damages, IN NO EVENT SHALL MORSYSTEMS OR ITS LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION), OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES INCURRED BY USER OR ANY THIRD PARTY, IN ANY WAY RELATING TO THIS POLICY OR RESULTING FROM THE USE OF OR INABILITY TO USE ANY MORSYSTEMS PRODUCTS OR SERVICES, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY MORSYSTEMS PRODUCTS OR SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF MORSYSTEMS HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

Limitation of Liability. In addition, MorSystems shall not be liable for any loss resulting from a cause over which MorSystems does not have direct control, including without limitation failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to User's computers; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or User's telephones or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. MorSystems is not responsible for any damage to User's computers, software, modems, telephones or other property resulting from User's use of the MorSystems Products or Services. IN NO EVENT SHALL MORSYSTEMS'S AGGREGATE LIABILITY FOR ALL DAMAGES TO USER AND ANY THIRD PARTIES EXCEED THE AMOUNT OF SERVICE FEES PAID HEREUNDER BY USER TO MORSYSTEMS DURING THE PRECEDING THREE (3) MONTHS.

Exclusion of Consequential Damage, IN NO EVENT SHALL MORSYSTEMS OR ITS LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION), OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES INCURRED BY USER OR ANY THIRD PARTY, IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE ANY MORSYSTEMS PRODUCTS OR SERVICES, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY MORSYSTEMS PRODUCTS OR SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF MORSYSTEMS HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

Applicability of Limitations, The limitations contained in this Section 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.

INDEMNIFICATION, User shall defend, indemnify and hold harmless MorSystems, its officers, directors, employees, shareholders, agents and representatives, from and against all claims, losses, causes of action, liability, damages, costs and expenses (including without limitation reasonable attorneys' fees, costs and expenses) relating to, arising from, or in connection with User's breach or violation of this Policy, state or federal banking, lending or securities laws and regulations, or any third party's rights, including without limitation infringement of any copyright, violation of any proprietary right or invasion of any rights of privacy or publicity. The obligations set forth in this Section shall survive any expiration or termination of this Policy or the Services.

NOTICES, Notices to you from MorSystems may be made by either e-mail or regular mail. The Services may also provide notices of changes to this Policy or other matters by displaying notices or links to notices to you on the Services.

MODIFICATIONS TO POLICY, This Policy may be modified by MorSystems upon notice to you. If MorSystems sends you notice, via e-mail, posting on the Services or otherwise, of a modification, you confirm your acceptance of the modification by not closing and/or by continuing to use the Services. The latest version of this Policy will be posted on the MorSystems Web Site, and you should review this Policy prior to using the MorSystems Web Site.

LAW TO GOVERN, MorSystems Web sites or portals (excluding linked sites) are controlled by MorSystems from its offices within the State of California, United States of America. They can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of California, by accessing a MorSystems Web site or portal, you agree that this Policy and the relationship between you and MorSystems shall be governed in all respects by the laws of the State of California without regard to its conflict of laws provisions. You and MorSystems also agree and hereby submit to the personal jurisdiction and exclusive venue of the state and federal courts located within Monterey County, California. MorSystems makes no representation that materials on its Web sites and portals are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access a MorSystems site or portal from other locations do so on their own initiative and are responsible for compliance with local laws.

RESERVATION OF RIGHTS, MorSystems reserves the right to cooperate with appropriate Federal and/or State legal authorities in investigations of claims of illegal activity involving MorSystems' Products and Services, Clients and other Users. MorSystems reserves all other rights to respond to violations of this Policy to the fullest extent permitted under applicable law and in accordance with any applicable contractual obligations. In the event of any breach, or reasonably anticipated breach, of this Policy, in addition to any other remedies available at law or in equity, MorSystems will have the right immediately, in MorSystems' sole discretion, to suspend Client's further access to any of the MorSystems Products and Services if necessary in the good faith determination of MorSystems to prevent any material harm to MorSystems or its business.

GENERAL PROVISIONS, This Policy constitutes the entire agreement between you and MorSystems and governs your use of the Services, super ceding any prior agreements between you and MorSystems with respect to the subject matter contained in this Policy. This Policy may only be modified or amended as set forth above in Section 24 or otherwise in a writing signed by MorSystems and you. The failure of MorSystems to exercise or enforce any right or provision of this Policy shall not constitute a waiver of such right or provision. If any provision of this Policy is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Policy remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred. The Section titles in this Policy are for convenience only and have no legal or contractual effect.


Grant of License from MorSystems to Client, Subject to the terms and conditions of this Agreement, MorSystems 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 MorSystems Web Site over the Internet and to use the MorSystems Web Site, including without limitation any MorSystems Content contained in the MorSystems 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 MorSystems Web Site to 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 MorSystems 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 MorSystems web sites operated by MorSystems on behalf of its Mortgage Broker Affiliates such as Client.

Grant of License from Client to MorSystems, Subject to the terms and conditions of this Agreement, Client grants to MorSystems 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 Web Site and/or MorSystems' performance of its obligations under this Agreement.

MORSYSTEMS, Inc., claims as its exclusive commercial and intellectual property a number of trademarks and copyrights (all rights reserved) for text, interface design, and graphics used for both our printed and electronic publishing. In addition, the proprietary software-programming and applications created by MORSYSTEMS for use by its licensed customers are protected by copyright and other international laws.

Permitted Use of MORSYSTEMS Service Marks and Trademarks
MORSYSTEMS service marks and trademarks (collectively, "Marks") identify the products and services of MORSYSTEMS, Inc., and let the public know the source and ownership of those products and services. Providing that you employ standard Marks usage and include proper attribution, you may use our Marks (without modification) in only the following without our written permission: their appearance in advertising and promotional materials with respect to those services provided by MORSYSTEMS; or when editorial reference is made to our products and services (for example, in a magazine article); or when creating or publicizing an Internet link to our Web sites.
· You may not use MORSYSTEMS Marks, whether design or word marks, in any of the following ways:

• In a product name or publication title unrelated to MORSYSTEMS;
• As (or within) your own trademarks;
• To identify products or services that do not originate from MORSYSTEMS;
• In a manner likely to cause public confusion;
• In a manner that implies inaccurately that we sponsor, endorse, or are connected with your own products and services;
• In a manner that disparages MORSYSTEMS.

If you want to use the MORSYSTEMS Marks in a way not mentioned or described here, you must get written permission from MORSYSTEMS.

Proper Attribution of the MORSYSTEMS Service Mark (SM)
When you use the MORSYSTEMS’ Marks, you must include one of the following brief statements reflecting MORSYSTEMS' ownership of the Marks:
"MORSYSTEMS is a service mark of MORSYSTEMS, Inc."
"The MORSYSTEMS name and logo are service marks of MORSYSTEMS, Inc., in the United States and other countries." MORSYSTEMS Service Marks and Trademarks
Following are MORSYSTEMS' primary service marks, some of which may have registration (®) pending in the U.S.A. and elsewhere. This list is not exhaustive. MORSYSTEMS may own other trademarks that are not included here:

MORSYSTEMS, MorSystems Express, MorSystems Executive
MORSYSTEMS Trade Names
The following list of MORSYSTEMS' primary trade names is not exhaustive. MORSYSTEMS may own other trade names that are not included here:

• MORSYSTEMS
• MORSYSTEMS, Inc.
• Borroware®
• MorData™
• MorLoans™

Copyrighted Materials - PERSONAL USE
MORSYSTEMS authorizes you to view, download, copy, and print for PERSONAL USE our documents and graphics published on this Web site subject to the following conditions:

• Our documents and graphics must not be modified and must be used by you solely for personal (noncommercial) purposes of education and information. The documents and graphics may not be re-published or distributed in print or via electronic transmission.
• The following copyright notice must continue to appear in each document: "Copyright © 1999 to 2012 by MORSYSTEMS, Inc. All rights reserved."
  
• This authorization does not include materials owned by other companies or individuals whose documents and graphics appear on the MORSYSTEMS Web site, or on Web sites which we host as a service to our customers.

You may not duplicate, reproduce, make derivative works of or distribute the design or layout components of the MORSYSTEMS Web site in your printed publications, Web site, or electronic media without the express written permission of MORSYSTEMS, Inc.

Copyrighted Materials - COMMERCIAL USE

At all times, you may not duplicate, reproduce, make derivative works of, or distribute our materials (including all documents, graphics, design elements, trademarks, and logos) from the MORSYSTEMS Web site or printed matter for any commercial purpose without the express written permission of MORSYSTEMS, Inc. Permission may be granted only when certain limited criteria are met. MORSYSTEMS reserves the right to refuse permission to duplicate, reproduce, distribute, make derivative works of, or publish any of its copyrighted material. To request such permission, please send a letter by postal mail or express delivery to our corporate-headquarters office; mark the letter "PERMISSION REQUEST - Copyrighted Materials" and provide the following details:

1. Provide your full name, title, company name, complete business address, email address, and telephone number.
2. Describe the MORSYSTEMS materials you wish to redistribute; if possible, include printed pages with the desired materials circled.
3. Tell us exactly how the MORSYSTEMS materials will be used (in a newsletter? within your Web site? within e-mails to customers?), and to what audience you are sending our materials. If available, you must provide a complete previous issue of the publication (such as a printed newsletter, Internet pages, or CD-ROM disc) in which MORSYSTEMS materials would later be included. Alternately, provide an accurate "mockup" sample of your future publication with our materials included.
4. Describe fully the intended reasons for your redistribution of MORSYSTEMS materials. Describe all fees or other compensation which the recipients of your publication with our materials must pay for the publication.
5. Provide an overview of: how many printed copies of your publication will include our materials, and how they will be distributed; and/or how many viewers will see our materials in electronic form (Internet, television, CD-ROM, and so on).
6. Provide your scheduled dates for first and last publication of our materials, after which our permission will no longer be in effect.
7. Describe all other content (text, photos, illustrations, Internet links, and so on) that will be associated or distributed with the MORSYSTEMS materials.
8. MORSYSTEMS will work promptly to provide you with written permission or a written statement explaining why the permission cannot be granted.

· Copyrighted Software
All software applications, programming code, and related documentation made available for download or access from MORSYSTEMS' Web site are the copyrighted work of MORSYSTEMS, Inc., which retains ownership of software, underlying code, and documentation. Ownership is not transferred to the user; instead, we license the use of our proprietary software, code, and its documentation to our customers, and continued use of software, code, and documentation remains subject to the terms of our license agreement.

· Copyright Infringement
MORSYSTEMS respects the intellectual property of other companies and individuals, and we expect our business partners to do the same. If you believe that your copyrighted material has been reproduced and is accessible anywhere in our Web site (or Web sites we host for our customers) in a manner which constitutes copyright infringement, please send a letter to our corporate-headquarters office immediately by postal mail and provide the following information:

1. Your full name, title, company name, complete business address, email address, and telephone number.
2. A description of the copyrighted work which you claim has been infringed, with the full name and legal signature of the copyright owner or their authorized agent.
3. A description of the infringing activity, including: the location of the original or an authorized duplicate of the copyrighted work (for example the complete Internet-page address where the work is available, or the printed document in which it was published); also the complete Internet-page address in our Web site(s) where the material that you claim is infringing is located.
4. A statement by you, made under penalty of perjury, that the information you provide to support your claim of copyright infringement is accurate, that you are furthermore the copyright owner or their authorized agent, and that you believe in good faith that the disputed use is not authorized by the copyright owner, their agent, or applicable law.

MORSYSTEMS, INC. SOFTWARE LICENSE AGREEMENT

This MorSystems Software and Website License Agreement (the “Agreement”) supplements the MorSystems Services Agreement between MORSYSTEMS, Inc., a California corporation with its principal place of business at 200 Clock Tower Place, Carmel CA 93923 (“MorSystems”) and the CLIENT (“Licensee”) identified on the Order Form attached thereto, as it relates to the MorSystems Software and Website identified in the Software and Website License (the “Software and Website ”). By ordering such Software and Website, Licensee agrees that the Software and Website License for such Software and Website shall incorporate the terms and conditions set forth below. MorSystems may amend these terms and conditions upon notice to Licensee. The latest version of these terms and conditions will be posted on the MorSystems Web Site, and Licensee agrees to review them prior to using the Software and Website.

1. GRANT OF LICENSE.
(a) Single-User License. If the license granted hereunder as identified on MorSystems Services Agreement (Order Form) is for a single user, then, subject to the terms and conditions of this agreement and subject to Licensee’s payment of the applicable license fees set forth on MorSystems Services Agreement (Order Form), MorSystems hereby grants to Licensee a non-exclusive, non-transferable license to install and use the Software, in machine-readable object code form only, on a single computer for use by a single individual.
(b) Multi-User License. If the license granted hereunder as identified on MorSystems Services Agreement (Order Form) is for multiple users, then, subject to the terms and conditions of this Agreement and subject to Licensee’s payment of the applicable license fees set forth on MorSystems Services Agreement (Order Form), MorSystems hereby grants to Licensee a non-exclusive, non-transferable license to install and use the Software, in machine-readable object code form only, on the number of non-networked computers for use by the number of individual users as specified on MorSystems Services Agreement (Order Form). Licensee may only use the Software only on the authorized number of computers and only by the authorized number of users. MorSystems will provide Licensee with a license code key that enables the Software to be used on the designated computer or computers. Licensee agrees not to attempt, or permit any third party, to modify or tamper with the normal function of any license manager or similar function in the Software that regulates usage or copying of the Software.
(c) General License Terms. Licensee may make one copy of the Software for backup and/or archival purposes, provided that Licensee reproduces on such copy all copyright and other proprietary rights notices set forth on or in the original Software. For each user of the Software authorized under Section 1(a) or 1(b) above, Licensee may print one paper copy of the documentation for internal use by such user.
2. RESTRICTIONS. LICENSEE 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: (a) SELL, ASSIGN, SUBLICENSE, LEASE, RENT, TIMESHARE, GRANT A SECURITY INTEREST IN, DISTRIBUTE OR OTHERWISE TRANSFER THE SOFTWARE; (b) COPY OR REPRODUCE THE SOFTWARE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (c) DISCLOSE THE SOFTWARE TO ANY OTHER INDIVIDUAL OR ENTITY WITHOUT THE PRIOR WRITTEN CONSENT OF MORSYSTEMS; (d) MODIFY, TRANSLATE, ADAPT, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE FOR, OR CREATE DERIVATIVE WORKS BASED ON, THE SOFTWARE OR MERGE THE SOFTWARE INTO ANY OTHER SOFTWARE; or (e) ALLOW ANY THIRD PARTY TO DO ANY OF THE ACTS DESCRIBED IN SECTIONS 2(a) THROUGH 2(d) ABOVE.
3. OWNERSHIP AND PROPRIETARY RIGHTS. The Software, its structure, organization and code, and all documentation relating to the Software, are the confidential and proprietary property of MorSystems and/or its licensors, and all right, title and interest in and to such property and any and all copies of the Software (in whole or in part, and in any form) shall remain with MorSystems and/or its licensors, both during the term of and after any expiration or termination of this Agreement. Licensee acknowledges that MorSystems and/or its licensors have patent, copyright, trademark, trade secret and other intellectual property rights in the Software under United States and other foreign patent, copyright, trademark, trade secret and other intellectual property laws and international treaties, and that all such patent, copyright, trademark, trade secret and other intellectual property rights remain the exclusive property of MorSystems and/or its licensors at all times. Licensee shall not alter or remove any copyright or other proprietary notices on the Software or any other materials provided pursuant to this Agreement.
4. SUPPORT. A portion of the initial license fees as set forth on MorSystems Services Agreement (Order Form) will be applied to the fee for technical support and maintenance for the Software for the initial period MorSystems Software License Agreement Rev 041503 Page 1 shown on MorSystems Services Agreement (Order Form), which MorSystems will provide in accordance with its standard technical support and maintenance policies in effect as of such time. Thereafter, MorSystems will provide technical support and maintenance for the Software only upon Licensee’s payment of MorSystems’ then-current Standard Fee Schedules for technical support and maintenance posted on the MorSystems Web Site from time to time during the term of this Agreement.
5. LIMITED WARRANTY. For a period of ninety (90) days from the Effective Date, MorSystems warrants that: (a) the media on which the Software is distributed, if any, will be free from defects in material and workmanship under normal use; and (b) when run on supported hardware in accordance with the MorSystems documentation, the Software will operate substantially in accordance with and conform to the MorSystems documentation for the Software. In the case of defective media, MorSystems’ entire liability and Licensee’s exclusive remedy will be the replacement of the media. In the case of nonconforming Software, MorSystems’ entire liability and Licensee’s exclusive remedy will be that MorSystems will, at its sole discretion, provide Licensee with either corrections to the nonconforming Software or a refund of Licensee’s license fee for such Software.
6. DISCLAIMER OF WARRANTIES. LICENSEE EXPRESSLY UNDERSTANDS AND AGREES ASFOLLOWS:
(a) EXCEPT FOR THE LIMITED WARRANTIES PROVIDED IN SECTION 5 ABOVE, THE SOFTWARE AND ANY OTHER MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED TO LICENSEE ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY NATURE. MORSYSTEMS EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF MORSYSTEMS HAS BEEN INFORMED OF SUCH PURPOSE, AS WELL AS ALL WARRANTIES ARISING FROM A COURSE OF DEALING OR CUSTOM OF TRADE WITH RESPECT TO THE SOFTWARE. LICENSEE’S USE OF THE SOFTWARE IS AT LICENSEE’S SOLE RISK. NO AGENT OF MORSYSTEMS IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF MORSYSTEMS AS EXPRESSLY SET FORTH HEREIN. (b) MORSYSTEMS MAKES NO WARRANTY THAT (i) THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, (ii) THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE SOFTWARE 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 SOFTWARE.
7. LIMITATION OF LIABILITY. IN NO EVENT SHALL MORSYSTEMS 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 OTHER COMMERCIAL DAMAGES OR LOSSES INCURRED BY CLIENT OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, OR THE PERFORMANCE OR NON-PERFORMANCE OF THE SOFTWARE, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF MORSYSTEMS HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL MORSYSTEMS OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AGGREGATE AMOUNT OF FEES PAID BY LICENSEE TO MORSYSTEMS DURING THE PRECEDING TWELVE (12) MONTHS HEREUNDER. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE AND INDEPENDENT OF ANY FAILURE OF ESSENTIAL PURPOSE OF THE LIMITED WARRANTY AND REMEDIES PROVIDED HEREUNDER.
8. TERM AND TERMINATION.
(a) Term. The term of this Agreement shall commence upon the Effective Date and will continue until terminated in accordance with its terms.
(b) Termination. Client must give 30 days written notice to terminate agreement. MorSystems may terminate this Agreement effective upon written notice if Licensee fails to comply with any of the terms and conditions of this Agreement. This Agreement shall terminate immediately without notice from MorSystems if the license fee is refunded for any reason, including without limitation pursuant to the Limited Warranty in Section 5.
(c) Effect of Termination. Upon any expiration or termination of this Agreement, Licensee shall: (i)
cease using the Software, website and any other materials provided pursuant to this Agreement, (ii) cause its employees and agents to destroy and to certify to the destruction of all copies of the Software, website and any other materials provided pursuant to this Agreement, (iii) return all original copies of the Software, website and any other materials provided pursuant to this Agreement to MorSystems, and (iv) make no further use of any of the Software, website and any other materials provided pursuant to this Agreement for any purpose. Notwithstanding the foregoing, the terms of Sections 2, 3, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive any expiration or termination of this Agreement.
9. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and website are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government and parties acting on its behalf is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR §52.227-19, as applicable.
10. EXPORT RESTRICTIONS. Licensee understands that the Software, website and all documentation and technical data relating to such Software and website, and any direct product thereof, are subject to U.S. export control laws and regulations, including without limitation the U.S. Export Administration Regulations (15 C.F.R. Parts 730- 774). Licensee represents and warrants that it: (a) understands that the MorSystems Software and website, and such documentation and technical data are subject to export controls under the EAR, (b) is not located in a prohibited destination country under the EAR or U.S. sanctions regulations, (c) is not a Denied Party, Specially Designated National, or other person or entity prohibited from receiving exports/re-exports by U.S. law; and (d) will not export, re-export, or transfer the Software, and website, documentation, technical data or direct products thereof in violation of U.S. export control laws or regulations.
11. PUBLICITY. Unless otherwise stated by Licensee in writing, Licensee agrees that MorSystems may use Licensee’s name, including Licensee’s trademark(s) or trade name(s), and comments about the Software and website in connection with publicity and marketing of the Software and website.
12. GENERAL. (a) Entire Agreement; Amendment. This Agreement, including any MorSystems Services Agreement to which it may be incorporated herein and made a part hereof by this reference, and any Exhibits, Schedules or Appendices referred to in and attached hereto or thereto, sets forth the entire understanding and supersedes all prior and contemporaneous agreements between the parties relating to the subject matter contained herein and merges all prior and contemporaneous discussions, agreements and understandings, both verbal and written, between them regarding such subject matter. No modifications, additions, or amendments to this Agreement shall be effective unless set forth in a writing referencing this Agreement and signed by a duly authorized representative of the party to be bound thereby, except as otherwise provided pursuant to the MorSystems Services Agreement. All provisions of this Agreement shall take precedence over any conflicting terms and
conditions of any purchase orders, invoices or other instruments which may be issued by either party, unless otherwise agreed by both parties in writing.
(b) Governing Law. This Agreement shall be governed in all respects by the laws of California
applicable to agreements negotiated, executed and performed in California between California corporations without regard to its conflicts of laws rules, whether one or more of the parties shall now be or hereafter become a resident of another state or country.
(c) Dispute Resolution. Any and all disputes relating to or arising in connection with this Agreement shall be resolved by exclusive, binding arbitration. In such case, both parties agree to the appointment of three (3) arbitrators, with one arbitrator selected by each party, and the third selected by the American Arbitration Association (“AAA”). The arbitration shall be conducted in Monterey County, California in accordance with the commercial arbitration rules, regulations and procedures of the AAA then in effect, and the decision of the arbitration panel shall be final and binding on both parties. Judgment on the arbitrators’ award may be entered by any court having jurisdiction. Each party to this Agreement hereby consents to the jurisdiction and venue of the U.S. federal and California state courts located in Monterey County, California for such purposes.
(d) Attorneys’ Fees. If any action or proceeding shall be commenced to enforce or interpret this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party, all reasonable attorneys’ fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding and any negotiations to avoid such action or proceeding.
(e) Notices. Every notice or other communication required or contemplated by this Agreement shall be in writing and shall be deemed received and effective (i) on the date of personal delivery, (ii) on the date it is officially recorded as delivered to the intended recipient when sent by postage prepaid, return receipt requested, registered or certified mail (airmail if available), or the equivalent of registered or certified mail under the laws of the country where mailed, or in the absence of such record of delivery, the effective date shall be presumed to have been the fifth (5th) business day after it was deposited in the mail, (iii) on the date it is officially recorded as delivered to the intended recipient when sent by internationally recognized overnight courier, such as Federal Express, DHL or UPS, or in the absence of such record of delivery, the effective date shall be presumed to have been the third (3) business day after delivery to such courier, or (iv) the date transmitted by facsimile with a confirmation copy sent simultaneously by one of the other methods permitted under this Section 12(e), in each case addressed to the addresses identified in the introduction to this Agreement. Notice not given in writing shall be effective only if acknowledged in writing by a duly authorized representative of the party to whom it was given. In the event Licensee otherwise needs to contact MorSystems, it may contact MorSystems as follows:

(f) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is determined by a court of applicable jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be modified or deleted in such a manner so as to make the Agreement as modified valid, legal and enforceable, and the remainder of this Agreement shall not be affected thereby.