(Effective as of: September 15, 2022)
As a person or entity who has created an account with Modex (a “Permitted User”), you agree to be bound by these Third Party Terms.
Modex, Inc. and our subsidiaries and affiliates (“Modex”) offer various products, services and features (“Services”) through various websites (including www.modex.com and any other websites where these terms are posted) (“Sites”) and mobile apps. Certain of the Sites and Services involve the use of data, information and services offered by third parties and require users to agree to additional mandatory terms to access and use those Services. BY ACCESSING OR USING OUR SITES AND OUR SERVICES, YOU AGREE TO BE BOUND BY THESE THIRD PARTY TERMS IN ADDITION TO OUR TERMS OF SERVICE AND OTHER DOCUMENTS REFERENCED IN THESE THIRD PARTY TERMS AND IN OUR TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THESE DOCUMENTS, DO NOT ACCESS OR USE OUR SITES OR OUR SERVICES.
NMLS DATA TERMS
Modex makes certain data and regulatory information regarding registered and licensed persons, registered firms, government agencies and other sources available to Permitted Users (the “NMLS Data”). The NMLS Data has been obtained from State Regulatory Registry, LLC (“SRR”). This NMLS Data includes, but is not limited to, NMLS number, company name, lender name, and other related information regarding registered and licensed persons that is displayed in an account for the Services offered by Modex.
NMLS Data Use
(a) A Permitted User may only use the NMLS Data for the following uses
(“Permitted Uses”):
(i) Accessing or verifying licensing or registration information of companies, branches and/or mortgage loan originators in order to enhance consumer protection and reduce fraud; and
(ii) Conducting research or analyses related to the mortgage industry.Any other use of NMLS Data is expressly prohibited, including any use for any purposes referenced in Section 603(d) of the Fair Credit Reporting Act(15 U.S.C. §1681a(d)). Permitted User shall comply will all laws applicable to its use of the NMLS Data.
(b) Accessing, viewing, or using NMLS Data does not transfer or grant Permitted User any rights in the NMLS Data.
(c) The NMLS Consumer Access Terms and Conditions (/Home.aspx/TermsOfUse) are incorporated by reference. Any use of the NMLS Data that would constitute a breach of the NMLS Consumer AccessSM Terms and Conditions if such data had been accessed via NMLS Consumer AccessSM,shall be considered a breach of these NMLS Data Terms and shall result inimmediate termination of these NMLS Data Terms and any other agreement between you and Modex.
NMLS Data Restrictions
(a) Permitted Users shall not retain, copy, duplicate, modify, exploit, distribute, transmit, publicly display, reproduce, re-sell, license, edit, prepare derivative works of or incorporate into other works, or translate any NMLS Data.
(b) Permitted Users will not use any NMLS Data for the purposes of soliciting or marketing to licensed or registered persons or companies for any purpose, commercial or otherwise.
(c) Permitted users will not re-sell any NMLS Data to third parties.
(d) Permitted Users will not reference any NMLS Data, or information or data derived from NMLS Data, in any published materials without first obtaining prior written permission from SRR. If such prior written permission is granted,Permitted User shall attribute SRR as the source. As used in this section, “published materials” includes material published in print, electronic media, and otherwise made available to individuals.
(e) Permitted User shall exercise appropriate data retention practices and accordingly shall not retain NMLS Data longer than necessary to achieve the Permitted Use.
NMLS Data Security
In the event that a Permitted User becomes aware of or suspects any NMLS Data has been used, disclosed, or accessed by an unauthorized party as a result of an act or omission of Permitted User, including by any employees, directors, officers, agents, representatives, independent contracts, or any third party engaged by Permitted User (a “Security Event”), the Permitted User shall immediately notify Modex, coordinate with Modex on any related investigation (including providing any information requested as part of the same), provide any notifications requiredby applicable law or regulatory entity, keep Modex informed of the status andfindings of the investigation, and take any steps or actions required by Modexto secure the NMLS Data and any of Permitted Users’ software, hardware, systems, or devices which hold or access any NMLS Data.
In the event of a Security Event potentially involving non-public personally identifiable information (“PII”, e.g., social security numbers, driver’s license numbers or dates of birth) that may have been combined with or associatedwith NMLS Data, in addition to the above requirements, Permitted User shall coordinate notification to appropriate State or Federal agency(ies) with Modex and SRR, after consultation and in coordination with Modex and SRR, notify the individuals whose information was disclosed that a Security Event has occurred, and be responsible for any other legal obligations arising underapplicable law in connection with such a Security Event.
Audits
In order to ensure Permitted Users’ compliance with applicable law and these NMLS Data Terms, Modex or SRR may conduct periodic reviews of Permitted User activity and may, at the sole discretion of Modex or SRR, contact a Permitted User to obtain documentation supporting the reason for specific transactions, access, or use of NMLS Data. Permitted User agrees to cooperate fully with any and all audits.
Indemnification
Each Permitted User agrees to indemnify Modex and its affiliates, and each of the foregoing’s officers, directors, employees, agents, and successors and assigns from and against any and all claims, demands, costs, actions, suits, liabilities, losses, settlements, judgments, expenses and damages (including attorneys’ fees, costs, and expert witnesses’ fees) arisingout of or in connection with (i) Permitted User’s use of any NMLS Data (or useby any third party of NMLS Data received from or through Permitted User), (ii)Permitted User’s breach of these NMLS Data Terms, or (iii) a Security Event.Modex shall have the right to handle the defense and settlement of any third-party claim arising from, or in any way related to, the foregoing matters, using counsel of Modex’s own choosing.
Remedies
Permitted User acknowledges that any breach of these NMLS Data Terms may cause substantial and irreparable harm to Modex or SRR for which an award of monetary damages may be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, Permitted User agrees that, in addition to all other rights and remedies available to Modex at law and in equity, Modex will have the right to injunctive relief against any such breach or threatened breach. Permitted User hereby waivesany requirements for the securing or posting of any bond in conjunction with such injunctive relief. All rights and remedies provided to Modex in these NMLS Data Terms are cumulative and are in addition to, not in lieu of, Modex’s rights and remedies at law and in equity.
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY
NEITHER MODEX NOR ITS AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, MODEX DOES NOT REPRESENT OR WARRANT THAT (A) THE NMLS DATA WILL BE ACCURATE, TIMELY, RELIABLE OR COMPLETE, OR FREE FROM MISTAKES OR ERRORS. PERMITTED USERS ASSUME ALL RISKS ASSOCIATED WITH THE USE OF THE NMLS DATA. NONE OF MODEX, ANY AFFILIATE OF MODEX, AND SRR AND ANY AFFILIATE OF SRR SHALL BE LIABLE FOR ANY LOSS OF INCOME, GOOD WILL, REVENUE OR PROFITS, TRADING LOSS, WORK STOPPAGE, DATA LOSS, FAILURE TO REALIZEEXPECTED SAVINGS OR CONSEQUENTIAL, INCIDENTAL, SPECIAL, THIRD-PARTY OR INDIRECT DAMAGES, REGARDLESS OF WHETHER MODEX OR ANY AFFILIATE OF MODEX HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. PERMITTED USER AGREES THAT IT SHALL NOT, UNDER ANY CIRCUMSTANCES, SEEK FROM, REQUEST OR APPLY TO, ANY COURT FOR PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING FINES, PENALTIES AND ATTORNEYS’ FEES). PERMITTED USER AGREES THAT MODEX’S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO PERMITTED USER ARISING OUT OF ANY ACTS OR OMISSIONS BY MODEX OR ITS AFFILIATES OR SRR OR AFFILIATES OF SRR IN CONNECTION WITH THE PROVISIONS OF NMLS DATA OR RELATED SERVICES, REGARDLESS OF THE CAUSE OR CAUSES OF SUCH LOSS OR INJURY, AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, AND INCLUDING ANY ATTORNEYS’ FEES OR LEGAL COSTS OR OTHER EXPENSES INCURRED BY PERMITTED USER AS TO WHICH PERMITTED USER IS SEEKING TO HOLD MODEX OR ITS AFFILIATES OR SRR OR AFFILIATES OF SRR LIABLE, SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PERMITTED USER HAS PAID TO MODEX IN THE THREE (3) MONTHS PRIOR TO THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CLAIMS; OR (B) $100. PERMITTED USER COVENANTS AND AGREES THAT IT WILL NOT SEEK TO HOLD MODES OR SRR LIABLE FOR A GREATER AMOUNT. MODEX AND SRR ARE NOT LIABLE OR RESPONSIBLE FOR ANY COMMUNICATION FAILURE OR INTERRUPTION IN THE NMLS DATA CAUSED BY PERMITTED USER OR A THIRD-PARTY COMMUNICATIONS PROVIDER.
Termination
Modex may interrupt or terminate Permitted User’s access to the NMLS Data at any time, for any reason or no reason at all. Upon termination, or upon request from Modex, Permitted User will immediately return or destroy any NMLS Data.
Changes
Modex reserves the right to change these NMLS Data Terms, and Permitted User is responsible for regularly reviewing these NMLS Data Terms.The Permitted User’s continued use of the NMLS Data or the Services after the effective date of such changes will constitute acceptance of and agreement to any such changes. If Permitted User does not agree with the updated NMLS Data Terms, the Permitted User should discontinue use of the NMLS Data.
TOTAL EXPERT TERMS
The following terms will apply to your use of the application programming interface (“API”) integration of the Services with the Total Expert CRM and customer engagement platform (“Software”) from Total Expert, Inc. (“Total Expert”):
THE API AND DATA ACCESSED THROUGH THE API ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN NO EVENT SHALL TOTAL EXPERT BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE, API, OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
