Three Power Benefits
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1. Exposure
Gain immediate exposure in the Desktop System Sellers use to order Products and Services.


2. Receive Orders
Receive orders electronically from Sellers.


3. Process and Deliver Orders
Use the Vendor Workstation to communicate and deliver your products and services electronically right into Sellers' Desktop Systems.

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Equator Service Agreement

EQUATOR VENDOR SERVICES AGREEMENT

IMPORTANT - PLEASE READ CAREFULLY:

This Vendor Services Agreement (this "Agreement") constitutes a valid and binding agreement by the entity completing and entering into this Agreement ("Vendor") for the benefit of Altisource S.à r.l. ("Altisource") and governs Vendor's use and access to the Equator Workstation (as defined below).

BY COMPLETING THIS AGREEMENT AND CLICKING "I AGREE" WHERE INDICATED, VENDOR: (I) EXPRESSLY AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT; (II) REPRESENTS AND WARRANTS THAT, IF THE INDIVIDUAL COMPLETING THIS AGREEMENT AND CLICKING "I AGREE" IS ACTING ON THE INDIVIDUAL'S OWN BEHALF RATHER THAN ON BEHALF OF ANOTHER ENTITY, SUCH INDIVIDUAL IS OF LEGAL AGE AND CAPACITY TO ENTER INTO A BINDING AGREEMENT; AND (III) REPRESENTS AND WARRANTS THAT, IF THE INDIVIDUAL COMPLETING THIS AGREEMENT AND CLICKING "I AGREE" IS ACTING ON BEHALF OF A CORPORATION, OTHER BUSINESS ASSOCIATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL HAS THE RIGHT, POWER AND AUTHORITY TO ENTER THIS AGREEMENT ON BEHALF OF VENDOR AND BIND VENDOR TO ITS TERMS. IF VENDOR DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, IT MAY NOT ACCESS, USE OR POST ANY INFORMATION ON THE EQUATOR WORKSTATION. THIS AGREEMENT IS SUBJECT TO CHANGE WITHOUT NOTICE. THE MOST CURRENT AND CONTROLLING VERSION OF THIS AGREEMENT IS PUBLISHED BY ALTISOURCE AT WWW.EQUATOR.COM (ALONG WITH ANY SUCCESSOR EQ WEBSITE, THE "EQ WEBSITE"). VENDOR'S CONTINUED USE OF THE WORKSTATION CONSTITUTES: (I) VENDOR'S AGREEMENT TO AND ACCEPTANCE OF THE CURRENT VERSION OF THIS AGREEMENT, (II) ANY CHANGES, UPDATES AND/OR AMENDMENTS TO THIS AGREEMENT AS POSTED ON THE EQ WEBSITE , AND (III) VENDOR'S AGREEMENT AND ACKNOWLEDGEDMENT THAT SUCH VERSION WILL APPLY TO VENDOR'S SERVICES PERFORMED HEREUNDER AT THAT TIME.

1. Vendor's Access and Obligations.

1.1. Vendor may access an electronic web distributed workstation that automates various stages of the default process (the "Equator Workstation"); for such Vendor's benefit in the ordinary course of Vendor's internal business operations for the sole purpose of promoting and offering its services through the Equator Workstation and facilitate ordering, status communication, completion communication, invoicing completion, paperless document completion and any other applicable Altisource Services and delivery between Vendor and any third party entities soliciting and engaging Vendor's services ("Customers") ("Permitted Use").

1.2. Altisource will provide credentials and/or logins to Vendor and Vendor's approved users to enable Vendor's access to the Equator Workstation. Vendor shall provide true, accurate, current and complete information in all interactions on the Equator Workstation. The right granted to Vendor herein to access the Equator Workstation constitutes a limited right according to the terms herein and not a transfer of title. Vendor shall maintain the secrecy of its login credentials and shall not share its username, password or any other login credentials with others, and Vendor and its authorized users are jointly and severally liable for all activities that occur under Vendor or its authorized users' username and password. Vendor shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Equator Workstation; and (b) control the content and use of Vendor's Data (as defined below). Vendor and its authorized users will be held jointly, severally and fully liable for any breach of this Agreement by Vendor or its authorized users, and will fully indemnify and hold Altisource and (as applicable) its affiliates, officers, directors, agents, and employees, harmless from any claim, including a claim for attorneys' fees, or damages arising out of such breach of this Agreement. Altisource will have no responsibility for accounts not within its actual sole control. Vendor will immediately notify Altisource in the event of any loss, theft or unauthorized disclosure or use of any of Vendor's credentials and/or logins or if Vendor otherwise has reason to believe that the Equator Workstation is no longer secure for any reason.

1.3. Vendor, by providing its telephone number(s) to Altisource and becoming a Vendor, is giving Altisource, its agents, representatives, affiliates or third parties, permission to make calls, included marketing and autodialed calls and to send SMS messages (including text messages) to the telephone numbers provided by Vendor for the purposes of receiving information in connection with solicitations and purchases of Vendor's services requested by Customer through the Equator Workstation ("Telephone Communications"). Vendor further acknowledges and agrees that the Telephone Communications may be made using an automatic telephone dialing or email system technology, and/or involve pre-recorded and/or artificial voice messaging, even if it is a cellular phone number or other service for which Vendor could be charged for such call. Vendor's consent to Telephone Communications shall be effective even if the number provided is registered on any state or federal Do-Not-Call (DNC) list. Vendor may select to revoke its consent to Telephone Communications at any time by simply using the opt-out option included in each communication or contacting us at 1-844-693-9309.

1.4. Vendor shall not use the Equator Workstation to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If Vendor becomes involved in any violation of system security, Altisource reserves the right to use Vendor's details to resolve such security incidents. Altisource reserves the right to investigate suspected violations of this Agreement. Altisource reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Altisource to disclose the identity of anyone making available any materials that are believed to violate this Agreement. VENDOR WAIVES AND HOLDS HARMLESS ALTISOURCE FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ALTISOURCE DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ALTISOURCE OR LAW ENFORCEMENT AUTHORITIES.

1.5. Altisource may, without prior notice, immediately terminate, amend, limit, or suspend Vendor's access to its account or login credentials. Cause for such action shall include, but shall not be limited to: (i) breaches or violations of this Agreement or other incorporated agreements or terms of service, (ii) requests by law enforcement or other government agencies, (iii) discontinuance or material modification of the Equator Workstation or its components, (iv) unexpected technical or security issues or problems, (v) extended periods of inactivity, (vi) illegal or fraudulent conduct, or (vii) nonpayment of any fees due by Vendor to Altisource. Vendor's access to the Equator Workstation may be terminated at Altisource's sole discretion, and in no event shall Altisource be liable to Vendor or any third party for termination of Vendor's account or login credentials.

1.6. If Altisource suspects the credentials a Vendor provides are not correct, current and/or complete, or that the credentials have been compromised, Altisource has the right to refuse such Vendor's access to the Equator Workstation or require Vendor to create new or modified credentials, in Altisource's sole discretion. Altisource may terminate, suspend or modify Vendor's access as set forth in Section 1.5. Altisource shall in no way be liable for any damages or liabilities associated with termination of Vendor's use and access to the Equator Workstation.

1.7. Altisource may establish general practices and limits concerning Vendor's use of the Equator Workstation.

1.8. Vendor remains solely responsible for the content of the Data (as defined below) that Vendor submits to the Equator Workstation. Neither Altisource nor any third party that provides content to Altisource will assume or have any liability for any action or inaction by Altisource or such third party with respect to any Data the Vendor submitted to the Equator Workstation. Vendor represents and warrants that Vendor has all necessary authority and rights to submit to the Equator Workstation any Data that Vendor so submits and to grant Altisource and its affiliates all rights and licenses to such Data granted herein (including without limitation in Section 2.2). Vendor shall be solely responsible for (i) safeguarding Vendor's Data to the extent such safeguarding is within Vendor's control or could otherwise reasonably be addressed by Vendor, including without limitation, by maintaining the secrecy of its login credentials, administering the distribution and use of all access credentials to the Equator Workstation or controlling the Data that is submitted to the Equator Workstation, (ii) the accuracy, quality, integrity, legality and reliability of any Data submitted by Vendor to the Equator Workstation, (iii) ensuring that any Data submitted on or provided by Vendor through the Equator Workstation complies with applicable laws, rules, regulations and guidelines, and (iv) Vendor's information technology infrastructure and management, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Vendor or through the use of third-party services. Altisource shall in no way be liable for any damages or liabilities caused by Vendor's responsibility to safeguard Vendor's Data as set forth in this Section. "Data" means all information, materials, invoices, support documentation and other content and in any format, medium or form that is entered, uploaded or otherwise provided by Vendor to the Equator Workstation.

1.9. Vendor shall: (a) cooperate with Altisource in all matters relating to the Equator Workstation; (b) respond promptly to any Altisource request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Altisource to provide access to the Equator Workstation in accordance with the requirements of this Agreement; (c) provide such of Vendor's Data as Altisource may request to provide access to the Equator Workstation and ensure that such Data is complete and accurate in all material respects; and (d) obtain and maintain all necessary licenses and consents to use the Equator Workstation.

1.10. Except as may be otherwise specified in this Agreement, Vendor, at Vendor's sole expense, will procure, operate and maintain suitable, properly operational (and fully compatible with the Equator Workstation) computer hardware, software, devices and facilities as required to access and/or use the Equator Workstation as set forth in this Agreement. It is Vendor's sole responsibility to provide (at its cost) any and all instrumentalities of communication including, but not limited to, telephone lines, internet connections, as well as any and all required computer software and hardware devices to enable Vendor to protect the integrity of its Data, as shall, from time to time, be necessary, required or desirable as specified by Altisource to provide access to the Equator Workstation.

1.11. If Altisource's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Vendor or its affiliates, subcontractors or employees, or Vendor's failure to give any required access, Altisource shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Vendor, in each case to the extent arising directly or indirectly from such prevention or delay.

1.12. Vendor's use of the Equator Workstation does not replace or reduce the need for Vendor to maintain regular data backups or redundant data archives.

1.13. The Equator Workstation is subject to United States laws, rules and regulations, including export control laws, the Export Administration Act, and the regulations promulgated thereunder. Vendor shall fully and strictly comply with all such laws and regulations and (if applicable) Vendor shall obtain required licenses approvals and/or permission to export, re-export, import to use the Equator Workstation.

1.14. Solicitations and purchases of Vendor's services on the Equator Workstation are subject to the specific terms and conditions prescribed by Vendor and Altisource shall have no responsibility or liability in connection therewith. Vendor shall be solely responsible for (i) the accuracy of any Data posted by Vendor or pertaining to Vendor's services on the Equator Workstation, (ii) ensuring that any Vendor Data posted on or provided through the Equator Workstation complies with any consumer protection, intellectual property, or any other applicable laws, rules, regulations and guidelines, and (iii) the proper provision and completion of any services offered by Vendor, including resolution of any problems arising from such services directly with any Customers, and Vendor shall be solely liable, and indemnify and hold Altisource harmless in accordance with Section 7 below, for any failures, problems or claims related thereto or arising therefrom.

1.15. Vendor will establish and maintain a separate contractual relationship with each Customer engaging its services through the Equator Workstation, and that Vendor shall invoice each Customer directly or through Altisource's invoicing system for its services. Vendor shall be solely liable, and indemnify and hold Altisource harmless in accordance with Section 7 below, for any failures, problems or claims related to non-payment or billing dispute with any Customer. Altisource shall in no manner participate in, or be liable for, any non-payment or billing dispute with any Customer, and that any fees due Altisource pursuant to this Agreement will be due and payable in full regardless of the payment status of any Customer.

1.16. The fees set forth in the Exhibit A are exclusive of any goods and services taxes, value added taxes, sales taxes or similar taxes ("Sales Taxes") which are the sole responsibility of Vendor. If Sales Taxes are separately stated or disclosed, now or hereinafter imposed on the performance or delivery of the Altisource Services, an amount equal to such taxes so chargeable shall, subject to receipt of a valid receipt or invoice, be paid by Vendor to Altisource in addition to the amounts otherwise payable under this Agreement, unless a valid sales tax exemption certificate is provided. In each case where an amount with respect to one or more Sales Taxes is payable by Vendor in respect of any service, Altisource shall furnish a valid Sales Tax receipt or invoice to Vendor in the form and manner required by applicable law to allow Vendor to recover such tax to the extent allowable under such law.

1.17. Vendor will ensure that all financial transactions are conducted in accordance with applicable state and federal law, and that the confidentiality and storage of any personally identifiable information of a consumer is adequately protected in the manner required by applicable law, including, without limitation, the Gramm-Leach-Bliley Act (15 USC §6801 et seq., as may be amended).

1.18. Vendor assumes full and complete responsibility for maintaining accurate and sufficient account information within the Equator Vendor internal portal. Vendor shall ensure that the mailing address, internet address, e-mail address and contact person(s) are current and Vendor acknowledges that such contact information will serve as the primary contact information for any and all notifications to Vendor. Vendor further acknowledges that any and all communications sent to the contact information on record at the time of the communication has been appropriately addressed and received.

1.19. Vendor shall appoint a contact person(s) to be Vendor's main contact person with Altisource for both operational/technical and billing issues ("Designated Liaison(s)"). Further, Vendor shall provide Altisource with current financial and/or credit card billing information at all times.

1.20. Vendor shall notify [email protected] in writing within twenty-four (24) hours of making changes within the Equator Vendor internal portal, including changes to addresses, e-mail contacts and the name and contact information of the Designated Liaison(s).

2. Right to Access the Equator Workstation

2.1. Subject to Vendor's compliance and performance in accordance with all other terms and conditions of this Agreement, Altisource hereby authorizes Vendor to access and use the Equator Workstation, solely for the Permitted Use (as defined above) in accordance with this Agreement. This authorization is non-exclusive and non-transferable.

2.2. Vendor grants Altisource, its affiliates, employees, independent contractors, agents, advisors, and other representatives a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to: (i) access, reproduce, display, modify, create derivative works of, store, perform analysis on, otherwise use or have a third party do any of the foregoing on Altisource's behalf (collectively, "Use") on Vendor's Data in connection with (a) Altisource's provision of the Equator Workstation, (b) as necessary or useful to enforce this Agreement and exercise Altisource's rights and perform its obligations hereunder, and (c) Altisource's analysis and creation of Derivative Materials (as defined below) for the purpose of improving the Equator Workstation or any other Altisource Services provided herein; and (ii) to disclose Vendor's Data as may be required pursuant to Section 3.6 or as expressly permitted in writing by Vendor. As part of the provision of the Equator Workstation and any other Altisource Services provided under this Agreement, Altisource assembles and retains aggregate statistics of non-personally identifiable data from Vendor's Data ("Industry Data") for the purposes of benchmarking and providing generalized analysis across Equator Workstation customers and industries. Such Industry Data will be, in each case, the sole and exclusive property of Altisource. To the extent Altisource does not own such Industry Data automatically at the time of their creation; Vendor hereby grants Altisource, its affiliates, employees, independent contractors agents, advisors, and other representatives a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to Use the Industry Data, that is, in part, derived from Vendor's use of the Equator Workstation, for any lawful purpose, including without limitation to monitor and improve the Equator Workstation and associated Altisource Services and in order to create, offer and make available aggregate information and statistics for research, development marketing and other purposes. Notwithstanding the foregoing, neither of the foregoing licenses shall include any license to personally identifiable information on a non-aggregated, non-amalgamated and non-anonymized basis (except as needed to create an aggregated, amalgamated or anonymized version of such information). Altisource acknowledges that, as between Vendor and Altisource, except as otherwise provided herein, Vendor owns all right, title and interest in and to its Data. All reports, derivative works and other materials created from or with use of Industry Data and/or Vendor's Data pursuant to this Section (collectively, "Derivative Materials") are, in each case, the sole and exclusive property of Altisource. To the extent Altisource does not own such Derivative Materials automatically at the time of their creation; Vendor hereby assigns to Altisource all rights therein. In addition to Altisource's rights set forth in in this Section, Altisource may use and disclose Vendor's Data, and all results from Vendor's use of the Equator Workstation, as well as any and all comments, suggestions, recommendations or ideas for improving or otherwise modifying the Equator Workstation or any other Altisource product or Service ("Feedback"), for any purpose as long as Altisource does not disclose results to third parties in such a manner as would identify or reasonably be expected to identify Vendor, without Vendor's prior written consent to such third parties.

3. Restrictions on Vendor's use of the Equator Workstation

3.1. Vendor shall not use any electronic device, software or process to interfere with or attempt to interfere with the proper functioning of the Equator Workstation or any activities conducted on the Equator Workstation. Vendor shall not take any action that imposes an unreasonable or disproportionately large load on the Equator Workstation's infrastructure. Vendor shall not copy, distribute, perform, reproduce, publish, license, alter, modify, create derivative works, transfer, or publicly display any content, software, products or services obtained from or otherwise connected to the Equator Workstation, Altisource or its affiliates for public, commercial or any other purposes, including the text, images, audio, and video without Altisource's prior expressed written permission. Vendor shall not (and may not authorize any party to) (i) use the Equator Workstation in a way that could cause Altisource to unknowingly participate in, or contribute to, the violation of any applicable law, statute, ordinance or regulation, or (ii) use the Equator Workstation to develop or design any product that is competitive with the Equator Workstation. Vendor shall not cause any advertising (including, without limitation, pop-ups or pop-unders) or other functionality that interferes with the user experience of the Equator Workstation.

3.2. Vendor shall not submit or link to any material into the Equator Workstation that (i) directly or indirectly directs users to another online or offline location that provides products or services similar to the Equator Workstation; (ii) involves unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (iii) facilitates gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize; (iv) infringes the intellectual property rights, privacy rights or other legal rights of any individual or entity; (v) includes any code, files, scripts, agents, programs or other computer programming routines intended to do harm or that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, including, for example, viruses, worms, time bombs and Trojan horses; and (vi) interferes with, disrupts or otherwise adversely impacts the use of the Equator Workstation by any other user.

3.3. Vendor's right to use of the Equator Workstation is conditional on Vendor's warranty that Vendor will only use the Equator Workstation for the Permitted Use and for no other purpose that is unlawful or prohibited by this Agreement. Vendor shall not use the Equator Workstation in any manner which could disable, overburden, damage, or impair the Equator Workstation or interfere with any other party's use and enjoyment of the Equator Workstation. Vendor shall not obtain or attempt to obtain any materials, contents, or information through any means not intentionally made available or provided to Vendor through the Equator Workstation.

3.4. Any and all Data entered or uploaded by Vendor to the Equator Workstation is its sole responsibility. Vendor holds Altisource and its affiliates harmless from any and all actions that may arise or be related to such Data. Vendor shall not enter or upload Data that is illegal, deceptive, false, inaccurate, misleading, fraudulent, threatening, harassing, libelous, defamatory, obscene, pornographic or otherwise objectionable as determined by Altisource in its sole discretion or under applicable law. Except in the event of Altisource's willful misconduct, Vendor shall have full responsibility for all non-public personal information ("NPPI") that Vendor may deliberately or inadvertently enter or upload to the Equator Workstation and shall indemnify Altisource Indemnified Persons for any losses, expenses, damages, fees, liabilities and costs, including reasonable attorneys' fees, resulting from or related to such NPPI per the indemnification obligations contained herein.

3.5. Vendor shall not (and shall not permit any third party to) (i) create or authorize new versions, modifications or enhancements to the Equator Workstation or any portion thereof; and (ii) sublicense, in whole or in part, or grant a security interest in, encumber, or otherwise transfer rights to the Equator Workstation or any portion thereof.

3.6. Altisource reserves the right to monitor Vendor's use of the Equator Workstation to determine compliance with this Agreement, as well as the right to remove or refuse any Data for any reason. Altisource also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any Data, in whole or in part, in its sole discretion. Data entered or uploaded to the Equator Workstation may be subject to limits on use, reproduction and/or dissemination and Vendor is responsible for abiding by such limitations with respect to Vendor's Data submissions, including any downloaded materials.

3.7. Vendor hereby warrants that it will never, directly or indirectly:

3.7.1. de-compile, translate, reverse engineer, disassemble, decode, adapt or create derivative works from the Equator Workstation, any other Altisource product and/or any other data or information owned by Altisource or its affiliates or attempt to derive or gain access to the source code of the Equator Workstation;

3.7.2. re-market, resell or redistribute the Equator Workstation to any third person or entity;

3.7.3. use the Equator Workstation for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purpose that is to Altisource's detriment or commercial disadvantage;

3.7.4. use and/or register any designation, trademark or trade name that incorporates the terms "Equator", or any designation, trademark or trade name that is confusingly similar to the Equator Workstation or any other Altisource trademarks; or

3.7.5. except as otherwise provided in this Agreement, commercially market all or part of the Equator Workstation or any product similar to the Equator Workstation and/or that competes with the Equator Workstation in any way.

4. Pricing and Payment.

4.1. There is a technology delivery fee associated with every Order accepted by Vendor, or for use of other Altisource Services, such as Equator invoicing solutions as well as a recurring monthly access fee that will be based on the number of Orders received in a month and/or whether Vendor chooses to be fully integrated with the Equator Workstation. Standard order processing fees are charged depending on the product accepted. Fees for use of additional Altisource Services will apply. Please refer to the current Fee Schedule in Exhibit A.

4.2. As an express condition to be posted on the Equator Workstation, it shall provide to Altisource and at all times maintain a valid credit card (with sufficient available credit) for any charges incurred pursuant to this Agreement; and Vendor expressly authorizes Altisource to use Vendor's credit card for any and all such charges. At the conclusion of each calendar month, Altisource will charge to Vendor's credit card or invoice Vendor directly, such payment method as decided by Altisource in Altisource's sole discretion, for: (i) the applicable amount due for each Order placed through the Equator Workstation in accordance with the current Fee Schedule; (ii) the applicable Sales Taxes for the Altisource Services provided, and (iii) amounts due for use of other Altisource Services. Any invoice submitted to Vendor by Altisource for charges incurred pursuant to this Agreement shall be due within thirty (30) days from the date of such invoice. As used in this Agreement, "Order" shall mean any order for Vendor's products or services through the Equator Workstation. Each instance of an individual Vendor product or service shall constitute a unique Order. For the avoidance of doubt, multiple or repeat orders placed on the same property shall each constitute unique Orders. In addition, a charge or an invoice may include billing for Orders Vendor received and accepted through the Equator Workstation that a Customer cancelled. Altisource's current cancellation charge schedule is set forth in the Fee Schedule. It is Vendor's responsibility to pay the Altisource invoice in full when received.

4.3. Altisource shall have the right to remove Vendor from the Equator Workstation, which shall include turning off Vendor's access and/or limiting the ability for future orders to be assigned to Vendor, if any charge applied by Altisource is not accepted by Vendor's credit card for any period more than thirty (30) days or any invoice submitted by Altisource is not paid by Vendor within thirty (30) days from the date of invoice, and Vendor shall have the sole responsibility to ensure updated credit card information is provided to Altisource. Any amounts not paid within such thirty (30) days shall be subject to a late penalty fee of one and one-half percent (1.5%) interest per month or, if lower, the highest rate permitted by applicable law, from the applicable due date until the overdue amount is paid. Vendor shall be responsible for any and all costs of collection incurred following any late payment, including legal fees and related expenses. Altisource may change any fees set forth herein at any time with thirty (30) days prior notice to Vendor by e-mail to the current email account on file in Vendor's account settings or by written notice to the current address of Vendor's accounts payable department. It is Vendor's affirmative duty to ensure that the email address and accounts payable address in its account settings remains current as any notice sent to the email account and/or accounts payable address on file with Altisource for Vendor shall be deemed sufficient notice under this Agreement.

4.4. Vendor expressly understands and agrees that any Customers ordering any Vendor services solicited through the Equator Workstation shall be completed as an Order through the Equator Workstation, and Vendor circumventing, offering to circumvent, or permitting any Customer to circumvent, processing any such services as an Offer shall constitute an express material breach of this Agreement, permitting EQ, without limitation of any other rights or remedies, to immediately terminate this Agreement and prevent Vendor's access to and presence on the Equator Workstation. In addition to all other legal remedies available to EQ, EQ shall be permitted to charge Vendor for performing such services as if it were an Order, according to the applicable fee in Exhibit A.

5. Intellectual Property Rights.

5.1. (i) All right, title and interest in and to the Equator Workstation, all Altisource Confidential Information (as defined in Section 9.1), all data, information or other intellectual property associated with the Equator Workstation (including patents, trademarks, copyrights, designs and trade secrets, improvements in "know-how", new uses and processes, asset or form, including, but not limited to, analytical methods, procedures and techniques, research, procedure manuals, personnel data, financial information, computer technical expertise and software) and any derivative works of (which shall include, without limitation, any materials developed using such intellectual property)any of the foregoing are and shall be owned solely and exclusively by Altisource, and Vendor irrevocably waives its right, to the extent permitted by applicable law, to claim any ownership right to any of the foregoing; (ii) all use of the Equator Workstation, and all intellectual property associated therewith, by Vendor shall inure to the exclusive benefit of Altisource; and (iii) Vendor shall not at any time acquire any rights in the Equator Workstation by virtue of its use.

5.2. The entire contents of the Equator Workstation are copyrighted as a collective work under the United States and other copyright laws and that Altisource holds the copyright in such collective work. In order for Altisource to protect its trade secret and proprietary information, (i) Vendor shall only create user accounts for accessing the Equator Workstation that have e-mail addresses corresponding to Vendor's domain, and (ii) unless otherwise expressly specified in this Agreement or agreed to by Altisource in writing, Vendor shall be prohibited from allowing any entities other than its officers and employees dedicated to the promoting and offering of its services through the Equator Workstation, but at no time third party entities, to view or access the Equator Workstation under Vendor's account.

5.3. Feedback. Any right to any Feedback that Vendor may have is hereby assigned, transferred to and owned by Altisource; or to the extent such transfer of ownership is not permitted under applicable law, licensed by Vendor to Altisource on a non-exclusive, sub-licensable, transferrable, worldwide, perpetual and royalty-free basis to Use for any purpose.

5.4. Altisource does not accept or consider unsolicited ideas, improvements, developments, technologies, processes, materials, or other original works. Should Vendor send any unsolicited works, Vendor's works will not necessarily be treated as confidential or proprietary and under no condition will Altisource be liable for use of or apparent use of such unsolicited works. To the extent any such works arise out of, use or are otherwise influenced by the Equator Workstation, Altisource shall own all such rights in and to such works, and Vendor hereby assigns to Altisource any such rights that Vendor has or may acquire in the future. To the extent any such works do not arise out of, use or are otherwise influenced by the Equator Platform, Vendor hereby grants to Altisource, its affiliates, employees, independent contractors, agents, advisors, and other representatives a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to Use such works.

6. Representations, Warranties and Disclaimers.

6.1. Vendor represents and warrants that: (i) the execution, delivery and performance of this Agreement has been duly authorized by all requisite corporate action on the part of Vendor; (ii) this Agreement constitutes the legal, valid and binding obligation of Vendor enforceable against it in accordance with its terms; (iii) it has the right, power, and authority to offer and fulfill any services which Vendor offers through the Equator Workstation, (iv) the Data and services provided by or on behalf of Vendor are not false, inaccurate or misleading in any respect, (v) in connection with the performance of its obligations hereunder or in the listing, engagement or fulfillment of any Vendor services, Vendor will not, and the Data and services Vendor provides will not, violate any applicable law, rule or regulation nor the intellectual property or personal rights of any third party; (vi) any services provided by Vendor will substantially conform to any representations provided by Vendor pertaining to such services; (vii) it has established and implemented sufficient security standards to protect any Confidential Information and prevent any unauthorized access to such Confidential Information; and (viii) it will at no time take any action or permit any omission to damage, compromise or otherwise negatively affect the Equator Workstation, including attempting to circumvent any security provisions established by Altisource.

6.2. Vendor is solely responsible for safeguarding its Data. Vendor is solely responsible for backup and restoration of Vendor's Data. Altisource is not responsible for the accuracy and/or completion of Vendor's Data.

6.3. Unless otherwise agreed to by Altisource in writing, Vendor may authorize its employees, but no other individuals or entities, to use the Equator Workstation. Vendor will keep a record of all such operators of the Equator Workstation, which record will include at least the name and address of each such operator and the date of initial access to the Equator Workstation. Vendor and any such operator may not re-market, resell or redistribute the Equator Workstation to any third person or entity. Vendor shall inform each of its operators of the terms and conditions of the Agreement and shall be responsible for any breach of such terms or conditions by any such operator. Vendor will immediately notify Altisource in the event of any loss, theft, or unauthorized disclosure or use of any of its login credentials or if Vendor otherwise has reason to believe that the Equator Workstation is no longer secure for any reason.

6.4. Altisource has the right, in its sole discretion, to immediately halt any services and/or completion process or to prevent or restrict access to any portion of the Equator Workstation in order to prevent or investigate any potentially illegal or fraudulent activity and to correct any defect in the Equator Workstation.

6.5. THE EQUATOR WORKSTATION, CUSTOMIZATION SERVICES AND OTHER RELATED SERVICES PROVIDED HEREIN (COLLECTIVELY, THE "ALTISOURCE SERVICES") ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ALTISOURCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALTISOURCE DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE ALTISOURCE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE ALTISOURCE SERVICES OR THE SERVER THAT MAKES THE ALTISOURCE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE EXTENT THAT ALTISOURCE CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM REQUIRED UNDER SUCH LAW.

6.6. Altisource merely provides technological tools that vendors, brokers, agents, lenders, buyers, and sellers and Customers may use to transact business on the Equator Workstation. Altisource is not involved in the actual transaction between buyers, agents, lenders, service providers, asset managers, brokers, vendors and Customers, and is not the agent of, nor has any authority on behalf of any of the aforementioned parties or any other third party, for any purpose whatsoever. Altisource cannot guarantee that any transactions through the Equator Workstation will be completed. Altisource further makes no representations or guaranties regarding any services offered through the Equator Workstation.

6.7. Altisource does not and cannot control the flow of data to or from the Equator Workstation and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inaction of such third parties can impair or disrupt Vendor's connections to the Internet (or portions thereof). Although Altisource will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Altisource cannot guarantee that such events will not occur. Accordingly, Altisource disclaims any and all liability resulting from or related to such events.

7. Limitation of Liability. EXCEPT WHERE RESTRICTED OR PROHIBITED BY LAW, ALTISOURCE WILL NOT BE LIABLE TO VENDOR, CUSTOMERS OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS OR PROFITS OR LOSS OF DATA THAT RESULTS OR ARISES FROM THIS AGREEMENT, OR THE USE OF, OR THE INABILITY TO USE THE ALTISOURCE SERVICES, EVEN IF ALTISOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT LIABILITY MAY BE ASSESSED AGAINST ALTISOURCE, IN NO EVENT WILL ALTISOURCE'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING THROUGH ANY PARTY'S USE OF OR ACCESS TO THE EQUATOR WORKSTATION OR ITS SERVICES HEREUNDER, WHETHER IN CONTRACT OR IN TORT, EXCEED THE TOTAL FEES PAID BY SUCH PARTY TO ALTISOURCE UNDER THIS AGREEMENT IN THE IMMEDIATE THREE (3) MONTHS PRECEDING SUCH CLAIM. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

8. Indemnification. Vendor shall indemnify, defend, and hold harmless Altisource and Altisource's (and its affiliates') officers, managers, directors, employees, agents, licensors, and suppliers (collectively, "Altisource Indemnified Persons") from and against all losses, expenses, damages, fees, liabilities and costs, including reasonable attorneys' fees, resulting from (i) any breach of any representation, warranty or covenant contained herein, (ii) Vendor's use of the Equator Workstation, and (iii) any transaction or attempted transaction (including, without limitation, any claims or disputes arising therefrom) between Vendor and any Customer or potential Customer of any of the products or services solicited or offered by Vendor, through the Equator Workstation or otherwise.

9. Confidentiality.

9.1. By virtue of this Agreement, Vendor may have access to information that, in whole or in part, is confidential to Altisource. "Confidential Information" shall mean all information provided to, received by, or otherwise made available to Vendor, including: (i) any "non-public private information" as defined in the Gramm-Leach-Bliley Act (15 USC §6801 et. seq., as may be amended) made available to Vendor; (ii) the Altisource Services, products, business models, techniques, computer systems and models, any related technology and processes arising therefrom, and any documentation thereof; (iii) the distinctive methods or procedures which Altisource uses in the design, development, licensing, support, or maintenance of the Equator Workstation; (iv) the terms and pricing under this Agreement; (v) Altisource's business processes and strategies, confidential lists (which shall include, but not be limited to, agent lists and vendor lists); (vi) all other information clearly identified as confidential; and (vii) any notes, summaries or other information or materials that arise out of, result from, or are derivative of any of the foregoing (i)-(iv).

Confidential Information shall not include information that, as evidenced by documentary evidence: (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was not obtained by the other party either directly or indirectly from the disclosing party or from a third party under a non-disclosure agreement with owner of the Confidential Information; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (iv) is developed by the other party without reference or use of Confidential Information.

9.2. Vendor shall hold Confidential Information in confidence during the term of this Agreement and for a period of five (5) years after termination of this Agreement. Vendor shall not to make Confidential Information available in any form to any third party or to use Confidential Information for any purpose other than to use the Equator Workstation under this Agreement. Vendor shall take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by any person or entity in violation of the terms of this Agreement.

9.3. Any use or disclosure of Confidential Information in any manner inconsistent with the provisions of this Agreement may cause Altisource irreparable damage for which remedies other than injunctive relief may be inadequate, and Altisource shall be entitled to seek from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to appropriate remedies.

9.4. Notwithstanding anything to the contrary set forth herein, Altisource shall be able to: (a) use without restriction (i) any performance and/or analysis data compiled by Altisource pertaining to vendors and other users of the Equator Workstation, and (ii) any and all public property data; and (b) contact and solicit any person or entity who uses the Equator Workstation and does not "opt-out" from being contacted. All reports, derivative works, compilations, modifications and other materials created from or with use of such data as set forth in this Section will be, in each case, the sole and exclusive property of Altisource.

9.5. In the event of expiration or termination of this Agreement or upon request of Altisource, Vendor shall immediately destroy or return to Altisource, without retaining any copy thereof, all Confidential Information, and any notes, extracts or other reproductions in whole or in part relating thereto, including, but not limited to, information stored electronically and Vendor shall instruct its authorized users to do the same. In the event of destruction, Vendor shall certify that all Confidential Information has been destroyed.

9.6. Vendor's duties and obligations under this Section shall survive the termination or cancellation of this Agreement for any reason.

10. Altisource Services.

10.1. Altisource will use commercially reasonable efforts to make the Equator Workstation generally available except when the Equator Workstation is offline for maintenance or other purposes. Any support or other ancillary services associated with the Equator Workstation that Altisource may offer shall be provided on regular business days and hours for Altisource, unless otherwise agreed by the parties in writing. For the purposes of this Section, "regular business days and hours" shall mean Monday to Friday between the hours of 5:00 a.m. and 5:00 p.m. Pacific Time and Saturday between the hours of 8:00 a.m. and 5:00 p.m., exclusive of any holidays Altisource observes in accordance with its corporate policy. From time to time, Altisource may revise the work hours for all or some of their respective staff members for any reason.

10.2. Altisource may provide the Equator Workstation through Altisource's affiliates, whether by unilateral assignment, designation or subcontract. Such access to the Equator Workstation may be provided at any location worldwide. To the extent the access is required to be performed by an affiliate, Altisource, in its sole discretion, has the right to: (i) designate the affiliate or other third party to provide such access under this Agreement; and/or (ii) assign, in whole or in part, this Agreement to such affiliate without Vendor's consent.

10.3. With or without prior notice, Altisource may interrupt access to or performance of the Equator Workstation (in whole or in part), for the performance of maintenance, in which case Altisource will use commercially reasonable efforts to conduct such maintenance expeditiously and if possible, conduct such maintenance during non-business hours.

10.4. Subject to the provisions of the Gramm-Leach-Bliley Act (15 USC §6801 et seq., as may be amended), Vendor consents to Altisource's interception, collection, use, reproduction, storage and review of any data transmitted through the Equator Workstation to facilitate (a) billing, (b) network maintenance, (c) the protection and security of the Equator Workstation, (d) compliance with applicable law or valid legal process, or (e) Altisource's collection, generation, storage, reproduction, and use of statistical information for purposes of, without limitation, measuring usage and performance of the Equator Workstation. Except as required by law or by valid legal process, Altisource shall not, without Vendor's consent, specifically identify Vendor in association with such statistical information. In connection with such interception, collection, reproduction, storage or usage, Altisource shall have the right to remove any data or cease any transaction which Altisource deems to be in violation of law or any term or condition set forth in this Agreement. Notwithstanding the foregoing, Altisource shall not have any obligation to remove, screen, edit or monitor any data or other activity on the Equator Workstation.

10.5. Altisource may add, remove or alter any services or functionality contained on the Equator Workstation at any time in its sole discretion. Any continued use of the Equator Workstation following such notice shall be deemed Vendor's acceptance of any such changes.

11. Publicity. Vendor shall not make any press releases, public announcement, internet posting, marketing, promotional or other public communications of any kind in any way related to this Agreement, or reference Altisource and/or its trademarks or trade-related symbols, without Altisource's prior written consent, which may be withheld at Altisource's sole discretion. Furthermore, Vendor may not (i) explicitly state or imply that Altisource has rated, ranked or otherwise endorsed the use of Vendor's services and products; or (ii) make any representation or warranty in any way related to Altisource or the Equator Workstation. During the term, Vendor shall allow Altisource to use Vendor's name and logo in Altisource's promotional collateral and EQ Website as a reference account, and otherwise identify Vendor as a client or customer of Altisource.

12. Termination. This Agreement will terminate upon the occurrence of the earliest of the following events: (i) mutual consent of the parties hereto to terminate this Agreement; (ii) thirty (30) days following the date on which either party gives written notice to the other party of its desire to terminate this Agreement; (iii) a receiver, trustee in bankruptcy or other custodian of the property or assets of a party hereto is appointed, or if either party hereto commits an act of bankruptcy or is adjudicated bankrupt or insolvent; or (iv) at the option of the non-breaching party if the other party hereto breaches a material term of this Agreement. The provisions of Sections 4, 5, 6, 7, 8, 10, 11 and 12 will survive any expiration or termination of this Agreement in accordance with its terms. Upon any termination or expiration of this Agreement, all license rights granted to Vendor herein shall immediately terminate, Vendor shall promptly cease all use of the Equator Workstation and the Altisource shall cease listing the Vendor information and facilitating any Vendor services. Furthermore, all payment obligations that are not yet due and payable as of such termination date shall immediately become due and payable.

13. General

13.1. It is expressly agreed and intended that each party hereto shall remain a separate legal entity from the other and each shall be an independent contractor responsible only for such party's own actions. Nothing contained in this Agreement shall be construed as establishing an employer/employee relationship, partnership, agency or joint venture relationship between the parties hereto.

13.2. This Agreement will be interpreted in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT WHICH EITHER OR BOTH OF THEM MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL CLAIMS, CONTROVERSIES OR DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.

13.3. Anything to the contrary notwithstanding, nothing in this Agreement is intended, nor shall be deemed, to confer upon any person or legal entity other than Vendor or Altisource (and Altisource's affiliates), and their respective successors and assigns as may be contemplated by this Agreement, any rights or remedies under this Agreement. This Agreement is binding upon each of the parties hereto and their respective successors and permitted assigns. Except as provided in sections (i)-(ii) of the following sentence, no rights, obligations or liabilities of Vendor under this Agreement may be assigned or delegated by Vendor without the prior written consent of Altisource. Vendor may assign its rights, obligations and/or liabilities hereunder without the prior consent of Altisource only as follows: (i) Vendor may assign its rights, obligations and liabilities hereunder to a corporation or other entity that (a) results from any merger or reorganization of such party, or (b) acquires substantially all of the assets of such party, provided, however, that the Vendor may not make any such assignment to a direct competitor of Altisource (as determined solely at Altisource's discretion); and (ii) Vendor may assign its rights, obligations and liabilities under this Agreement to any affiliate of such party provided that such affiliate agrees in writing to be bound by the terms of this Agreement and the assignor remains responsible for all obligations and liabilities of such affiliate hereunder. Altisource may assign to any other person its rights under this Agreement, including its right to receive and collect payments hereunder, without any limitation and without any notice to or consent from Vendor.

13.4. All legal notices required or permitted hereunder will be given in writing addressed to the parties as set forth below and will either be (i) personally delivered, (ii) transmitted by postage prepaid certified or registered U.S. mail, or (iii) transmitted by nationally recognized private express courier, and will be deemed to have been given on the date of receipt if delivered personally, or three (3) days after deposit in mail or express courier. All notices shall be delivered to the following address (or at such other address a party may specify by like notice):

If to Vendor:
To the Designated Liaison and mailing address on record in the EQ Vendor internal portal at the time of the communication.

If to Altisource:
Altisource S.á. r.l
40, avenue Monterey,
L-2163 Luxembourg City, Luxembourg
With a copy to: [email protected]

13.5. In the event any provision of this Agreement, including any amendment or modification to this Agreement as posted on the Altisource Website, is held by a court or other tribunal of competent jurisdiction to be unenforceable, such unenforceability shall not affect any other provisions of this Agreement and this Agreement shall be construed as if such unenforceable provision had never been contained herein. The waiver, express or implied, by any party hereto of any breach or default shall not constitute a waiver of any different or subsequent breach or default.

13.6. By clicking on the button labeled "I AGREE" to accept the terms and conditions of this Agreement, it is submitting a legally binding electronic signature and is entering into a legally binding contract. Vendor acknowledges that its electronic submissions constitute its agreement and intent to be bound by this Agreement. Further, Vendor hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records. Vendor also acknowledges that it is bound to any amendments made to this Agreement by Altisource even if Vendor is not provided prior notice of such amendments except as defined herein. Vendor's continued use of the Workstation constitutes acceptance of the then current Agreement, a copy of which can be found on the Altisource Website.

13.7. This Agreement, along with any modifications or amendments to this Agreement as posted on the Altisource Website, constitute the complete and exclusive statement of the agreement between the parties relating to the subject matter hereof, and all provisions representations, discussions, and writings are merged in, and superseded by, this Agreement. This Agreement may not be modified by Vendor without a subsequent writing signed by Altisource and Vendor. Altisource reserves the right to unilaterally amend this Agreement at any time without prior notice. This Agreement shall prevail over any additional, conflicting, or inconsistent terms and conditions.

13.8. Any of Altisource's rights or benefits under this Agreement may be enjoyed by Altisource and/or any of its affiliates, successors or assigns.

VENDOR EXPRESSLY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CONTINUING TO USE, ACCESS AND/OR POST ANY INFORMATION ON THE EQUATOR WORKSTATION, VENDOR EXPRESSLY CONSENTS TO BE BOUND BY THE FINANCIAL OBLIGATIONS AND TERMS AND CONDITIONS SET FORTH HEREIN, AND AMENDED FROM TIME TO TIME, AND GRANT TO ALTISOURCE THE RIGHTS SET FORTH HEREIN.

EXHIBIT A

FEE SCHEDULE

Monthly Access Fees
 
The following monthly fees shall be assessed per Vendor depending on the number of Orders received by Vendor and/or whether Vendor elects to directly integrate with the EQ Workstation:
 
Orders Received/Integrated Monthly Access Fee
 
Vendor has 1 to 100 Orders and elects not to be integrated $29.99
Vendor has 101+ Orders and elects not to be integrated $99.99
Vendor elects to be integrated $129.99*
 
* Regardless of Order Volume
 
Order Transaction Fees
 
The following flat fees shall be assessed per the specific Order as follows:
 
 
Alternative Sales Company
Online Sales $50.00
 
Analytics Company
Offer Decision $5.00
 
Appraisal Company
1004 URAR/Single Family Appraisal $25.00
FHMLC 704 Drive By Appraisal $25.00
FNMA 2000 - Field Review $25.00
FNMA 2006 - Desk Review $25.00
FNMA 2055 - Drive By Appraisal $25.00
URAR - Uniform Residential Appraisal Report (FNMA 1004) $25.00
URAR - Uniform Residential Appraisal Report (FNMA 1004) FHA $25.00
Appraisal – Fannie Mae $25.00
 
Attorney
End to End Eviction $70.00
Occupant Cooperation $50.00
Relocation Services $50.00
 
Auction Company
Auction $75.00
 
BPO Company
Exterior Only BPO - 1 Sold Comp $7.00
Exterior Only BPO - 1092C $7.00
Exterior Only BPO - 3 Sold Comps $7.00
Exterior Only BPO - 3 Sold Comps, 3 Listed Comps $7.00
Exterior Only BPO - FNMA $7.00
Exterior Only BPO - No Comps $7.00
Exterior Only BPO – Fannie Mae $7.00
Interior/Exterior BPO - 1 Sold Comp $10.00
Interior/Exterior BPO - 1092C $10.00
Interior/Exterior BPO - 3 Sold Comps $10.00
Interior/Exterior Only BPO - 3 Sold Comps, 3 Listed Comps $10.00
Interior/Exterior Only BPO - FNMA $10.00
Interior/Exterior Only BPO - No Comps $10.00
Interior/Exterior BPO – Fannie Mae $10.00
Commercial BPO – Fannie Mae $10.00
 
Clearing Conditions Company
Clearing Conditions $35.00
 
Closing Company
End to End Closing $30.00
Property Deed $15.00
 
Code Violation Services
Code Violation Service $10.00
Code Violation Disclosure Service $10.00
Code Violation Disclosure Update $10.00
Vacant Property or NOD Registration $10.00
Registration Renewal $10.00
Deregistration $10.00
HOA Demand Service $10.00
 
Compliance Company
Compliance $10.00
 
Confirmation Company
End to End Confirmation $50.00
 
Contact Services
Direct Mail $10.00
Face to Face Contact (1 Field Visit) $10.00
Face to Face Contact (2 Field Visits) $10.00
Face to Face Contact (3 Field Visits) $10.00
Documentation Complete $10.00
Property Inspection $10.00
DIL/Document Delivery $10.00
Skip Tracing (Preliminary) $10.00
Telephone Contact $10.00
 
Credit Bureau
Credit Report $2.00
 
Disclosure Company
Initial Disclosures $5.00
 
Documents Company
Document Generation $5.00
Imaging/File Delivery $2.00
 
Environmental Consulting
End to End Environmental Consulting $35.00
 
FC Attorney
Foreclosure Sale $65.00
 
Field Services
Occupancy Services $12.00
1 Door Re-Key $15.00
End to End REO Property Preservation $48.00
FHA Convey Maintenance $32.00
Initial REO Property Preservation $43.00
Initial Services $40.00
Maintenance - Ground & Yard Maintenance $10.00
Maintenance - Repairs $30.00
Maintenance - Snow Removal $13.00
Monthly Maintenance $13.00
Occupancy Check $13.00
Recurring Services $7.50
Securitization - 1 Door ReKey $13.00
Securitization - Boarding $13.00
Securitization - Full ReKey $13.00
Securitization - Lock Box $13.00
Securitization - Padlocks $13.00
Securitization - Slide Bolts $13.00
Securitization - Swimming Pool $13.00
Trash Out - Automobile Removal $25.00
Trash Out - External Debris Removal $25.00
Trash Out - Hazardous Waste Removal $25.00
Trash Out - Internal Debris Removal $25.00
Winterization $13.00
Winterization - De-winterization $13.00
Winterization - Recheck $13.00
 
Fraud Detection Company
Fraud Detection $5.00
 
HOA Company
End to End HOA Management $11.00
HOA Services $11.00
HOA Lookup $11.00
 
Home Warranty Company
Home Warranty Policy $10.00
 
Inspection Company
Drive-By Inspections $7.00
FHA Repair Estimate Inspection $10.00
End to End Property Inspection $10.00
Quality Control Initial Services $10.00
Quality Control Routine Services $10.00
Quality Control Redemption Services $10.00
Quality Control Repair Services $10.00
End to End Quality Control Inspection $15.00
 
Insurance Company
Hazard Claim Review $5.00
Insurance $10.00
Flood Insurance $10.00
 
Legal Services
End to End Redemption Services $55.00
End to End Confirmation Services $50.00
End to End Repurchase Services $50.00
General Legal Services $50.00
End to End Bankruptcy Services $55.00
Deed in Lieu Closing $40.00
Foreclosure Auctioneer $7.00
 
MI Determination Company
MI Determination and UW $5.00
 
Occupancy Services
End to End Occupancy Services $14.00
 
Property Management Company
End to End Property Management* $10.00
Occupancy Process* $5.00
 

*End to End Property Management and Occupancy Process: Property Management and Occupancy Process Fees are recurring fees that will be billed every month for each Property that a Property Management Order remains open (the Property Management Order will be closed when the "Complete Property Management" parent task is completed).

 
Redemption Company
End to End Redemption $55.00
 
Relocation Services Company
Relocation Services $50.00
 
Repair Company
Repair Bids $0.00
Repair Services $35.00
General Contracting $35.00
Flooring $35.00
HVAC $35.00
Roofing $35.00
Pool $35.00
Appliance Material $35.00
Foundation $35.00
Septic $35.00
Structure $35.00
Water Well $35.00
Termite $35.00
Other $35.00
 
Title Company
ALTA 98 Title Report $30.00
Census Tract Report $30.00
Covenant Deed (MI) $30.00
End to End Title $48.00
Foreclosure Title Search/Foreclosure Search $25.00
Special Warranty Deed $30.00
Title Curative $30.00
Title Policy $30.00
Title Report $30.00
Title Report w/Legal $30.00
Title Report w/Legal + Vesting $30.00
Title Report w/Legal + Vesting + Tax $30.00
Grant Deed (CA) $30.00
Title Services $30.00
Warranty Deed $30.00
Deed Report $10.00
Deed Report Plus $10.00
Last Deed of Record $10.00
Owner's & Encumbrance Report (O&E) $10.00
Property Report $7.00
Property Report Plus $7.00
Tax Search $10.00
 
Underwriting Company
Underwriting $12.00
 
Valuation Company
Limited Reconciled Value $8.00
Automated Valuation Model (AVM) $8.00
RMV $10.00
Replacement Cost $10.00
 
Verification Company
Verification $5.00
4506/SSA $3.00
 
Vendor Order Billing/Cancellation Charge Schedule
 
Vendors are billed a full or partial transaction fee for orders rejected by the Vendor, accepted by the Vendor or cancelled by the Seller, as applicable, according to the table below:
 
Order Rejected by Vendor No Fee
Seller Cancels w/reason "Move Process forward" 100% Fee
Seller Cancels w/reason "No Longer Needed" 25% Fee
Seller Cancels w/reason "Error" No Fee
Vendor Accepts Order and completes any deliverable (even if Seller Cancels Order) 100% Fee

Note: Cancellations must be completed prior to month end or the vendor will be charged 100%.


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Terms of Use

EQUATOR TERMS AND CONDITIONS

The following terms and conditions (the "Agreement") are a legal agreement between you ("you") and Altisource S.à r.l. (or any of its affiliates and subsidiaries) ("Altisource", "us", "our" or "we"). This Agreement governs your use of our software, other website(s), platforms or other products including but not limited to Equator.com, the Equator Platform or any other Equator services or software that directly display or link to these and its related services and tools (collectively, "Site"). This Agreement includes a class action waiver, a disclaimer of warranties, a disclaimer of liability, as well as a release and indemnification by you. Your consent to be contacted using an automatic telephone dialing system, and how to revoke such consent, is detailed below in Section 1.b.

By accessing or using this Site in any way, including, without limitation, use of any of the Services (as defined below) provided thereon, downloading of any Content (as defined below), or merely browsing the Site, you hereby agree to comply with the Agreement, and such access or use constitutes your binding acceptance of the Agreement, including any modifications that we make from time to time (which we may make in our sole discretion). It is solely your obligation to check the Site for an updated version of the Agreement each time you visit or otherwise use the Site. If you object to any such changes, your sole recourse will be to stop using the Site. Continued use of the Site following any such changes will constitute your acceptance and acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes, without limitation or qualification. You hereby agree that you possess the legal right and ability to enter into this Agreement and you are 18 years of age or older.

DEFINED TERMS

As used in this Agreement or on the Site, the terms below have the following meanings:

"Agreement" has the meaning assigned to such term in the preamble hereof.

"Altisource", "us", "our" or "we" has the meaning assigned to such term in the preamble hereof.

"Business Authorized User" means a natural person associated with a Business User, whom the Business User authorizes to access the Site on the Business User's behalf in furtherance of the Business of the Business User.

"Business" means a legal entity capable of entering into binding contracts (including this Agreement) under applicable law.

"Business User" means a Business that is an institutional end user of the Site, such end user using the Site in furtherance of such Business.

"Content" means any and all information, documents, communications, files, text, graphics, material, content, software and products available through the Site, for the purpose of transacting with Altisource or learning about the Services, including without limitation proprietary databases of commercial or residential real estate information, which includes information, text, photographic and other images and data contained therein, and the proprietary organization and structures for categorizing, sorting and displaying such information and any derivatives, successors, updates or modifications provided thereto and created therefrom and any information derived from the use of the databases accessed through the Site(s).

"Customer" means any and all of an Individual User, Business Users and any Business Authorized Users associated therewith.

"Derivative Materials" has the meaning assigned to such term in section 1(j) hereof.

"Equator Platform" means the EQ Workstation® and EQ Marketplace® and is the hosted Altisource environment that enables Customer to access and use the EQ Workstation and EQ Marketplace, along with certain of Altisource's technology, engines, tools, and software applications relating to the implementation, operation, and maintenance of the EQ Workstation and EQ Marketplace.

"Individual User" means a natural person seeking to use or access the Site on his or her own behalf and not on behalf of a Business User.

"Marketing Communication" has the meaning assigned to such term in section 1(b) hereof.

"Marks" has the meaning assigned to such term in section 9(i) hereof.

"Materials" means all the documents and/or information uploaded to the Site by you, including but not limited to listings, data, contacts text, graphics, descriptions, photographs, messages and video.

"Permitted Use" has the meaning assigned to such term in section 1(a) hereof.

"Services" means all services operated by us, third parties on our behalf, or otherwise made available by us to Users through the Site.

"Site" has the meaning assigned to such term in the preamble hereof.

"Telephone Communications" has the meaning assigned to such term in section 1(b) hereof.

"Third Party Services" means materials, information and services provided by third parties available on the Site.

"Users" means Customers.

1. Your Access, Contents and Services

(a) Use of the Site. Users shall use and access the Site solely for the purpose of (i) browsing the Site in evaluation of or furtherance of such Users’ use of the Services; and solely if such User is a Customer (ii) obtaining Services or Third Party Services, or (iii) reviewing and/or uploading Materials (the "Permitted Use"). User shall pay Altisource for any and all fees associated with User's usage of the Site if applicable. Altisource will charge you for your use of certain functionality on the Site and Content that may be provided through those sections of the Site such as monthly subscriptions, product upgrades, invoice modules, service fees, purchases, product features, or other services offered through the Site ("Paid Feature(s)"). You agree to timely pay for all Paid Features of the Site that you utilize whether by credit card, debit card, ACH, PayPal or other means provided by the Site. For each Paid Feature that you agree to purchase, you will be charged a fee according to the current fee structure for each Paid Feature that will be provided to you before purchase.

(b) Account. To access the Site, User must create an account by completing the registration process. The rights granted to a User to access the Site constitute a limited right to access the Site according to the terms herein and not a transfer of title. We may revoke or limit User's access to the Site at any time for any reason, in our sole discretion. User, by providing its email address to us and becoming a User, is giving us permission to send User email notifications that are provided as Services by the Site and system messages, service announcements and other marketing messages ("Marketing Communications"). User may select to opt-out of the receipt of these Marketing Communications at any time by simply responding to the Marketing Communication that User received with an express request to opt-out. We will use reasonable best efforts to honor User's request to opt-out of such Marketing Communications. User, by providing its telephone number(s) to us and becoming a User, is giving us, our agents, representatives, affiliates or third parties, permission to make calls, included marketing and autodialed calls and to send SMS messages (including text messages) to the telephone numbers provided by User for the purposes of receiving information in connection with the Services ("Telephone Communications"). User further acknowledges and agrees that the Telephone Communications may be made using an automatic telephone dialing or email system technology, and/or involve pre-recorded and/or artificial voice messaging, even if it is a cellular phone number or other service for which User could be charged for such call. User's consent to Telephone Communications shall be effective even if the number provided is registered on any state or federal Do-Not-Call (DNC) list. User may select to revoke its consent to Telephone Communications at any time by simply using the opt-out option included in each communication.

(c) Grant of Limited Access. Subject to the terms of this Agreement, we hereby grant User a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access, view and use the Site solely for the Permitted Use. We may establish general practices and limits concerning the use of the Site, including, without limitation, the maximum number of days that Materials, account history or other uploaded content will be retained by us, the maximum number of times (and the maximum duration for which) User may access the Site in a given period of time and the maximum amount of data User may access from the Site in a given period of time. User acknowledges and agrees that no rights or licenses are granted to User except as expressly stated in this Agreement, and that all rights, title, and interest in and to the Site and Services are retained by Altisource.

(d) Use of Site. The Site is designed to provide information about, but not limited to, real estate, REO properties, short sale properties, loan segmentation, agents, brokers, listings, vendors, marketing, real estate services, real estate investing, single-family rentals, Equator and its affiliates. The information and services offered on the Site are provided solely for general information, do not constitute real estate, legal, tax, accounting or other professional advice, and may not be used to determine an individual's eligibility for credit, insurance, or employment. BY USING THE SITE(S), YOU IRREVOCABLY ACKNOWLEDGE AND AGREE THAT ALTISOURCE IS NOT A REAL ESTATE AGENT, REAL ESTATE BROKER, MORTGAGE BROKER OR MORTGAGE LENDER UNDER U.S. REAL ESTATE LAWS AND ALTISOURCE DOES NOT AID, ADVISE OR ASSIST BORROWERS IN THE ADVISABILITY OF INVESTING, PURCHASING, SELLING, AND OBTAINING REAL ESTATE, REO, SHORT SALE OR OTHER REAL ESTATE PRODUCTS NOR DOES IT SOLICIT BORROWERS OR LENDERS TO BUY OR SELL REAL ESTATE, OR NEGOTIATE OR MAKE LOANS SECURED BY LIENS ON REAL PROPERTY. ALTISOURCE DOES NOT ENDORSE OR RECOMMEND ANY PARTICULAR REAL ESTATE PRODUCTS OR SERVICES. NOTHING IN THE SERVICE IS INTENDED TO BE PROFESSIONAL ADVICE, INCLUDING BUT NOT LIMITED TO, REAL ESTATE OR TAX ADVICE. ALTISOURCE MERELY PROVIDES TECHNOLOGICAL TOOLS THAT VENDORS, BROKERS, AGENTS, BUYERS, SELLERS AND OTHER INDIVIDUALS AND/OR COMPANIES MAY USE TO TRANSACT BUSINESS AND ALTISOURCE IS NOT INVOLVED IN THE ACTUAL TRANSACTION BETWEEN BUYERS, AGENTS, BROKERS, LENDERS, SELLERS AND ANY OTHER RELATED PARTY, AND IS NOT THE AGENT OF, NOR HAS ANY AUTHORITY ON BEHALF OF ANY OF THE AFOREMENTIONED PARTIES OR ANY OTHER THIRD PARTY, FOR ANY PURPOSE WHATSOEVER. AT NO TIME AND IN NO EVENT SHALL ALTISOURCE BECOME INVOLVED IN ANY DISPUTE OR TRANSACTION BETWEEN THE AFOREMENTIONED PARTIES OR HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, MAKING OR GUARANTEEING ANY PAYMENT THAT MAY COME DUE AS A RESULT OF ANY TRANSACTION OR AGREEMENT BETWEEN THE AFOREMENTIONED PARTIES.

(e) Proprietary Property. The Site, Services and Contents (including the selection, arrangement and composition of such Contents or any information contained therein) constitute the proprietary property of Altisource, its affiliates, suppliers and/or licensors and are protected by United States and international intellectual property laws, including trademark and copyright laws. User shall have no rights in or to such Content. User shall not remove, alter or obscure any copyright, trademark or proprietary rights notice incorporated in or accompanying the Site. However, some information on the Site may be licensed from third parties or obtained from public sources; we specifically disclaim ownership of or responsibility for such third party data.

(f) Content. Except for Derivative Materials, the use of which is governed by subsections (l) and (m) below, the Content may not be copied, distributed, republished, uploaded, posted or transmitted in any way without the prior written consent of Altisource nor you can reproduce the Content for or in connection with any other listing service or device. Notwithstanding any such prior written consent that Altisource may provide, if User receives such consent, User may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in this Agreement violates Altisource's intellectual property rights and this Agreement. You also agree not to transfer or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Site, including without limitation, engaging in the practices of "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of users or other information.

(g) Third Party Services. In addition to the Contents and Services, this Site and any elements contained therein may include content that is incorporated, transmitted, linked via webpage or via click-through advertising ("Third-Party Content"), and include software, applications and services owned and controlled by Third Party Services. Such Third Party Services, if any are provided, are provided by unaffiliated third parties and may be governed by separate license agreements that accompany such Third Party Services. We have no responsibility for, or control over, the Third Party Services or content resulting from the use of Third Party Services. Any opinions, advice, statements, services, offers, or other information expressed or made available through the use of such Third Party Services, are those of the respective author(s) or distributor(s) of that information. We neither endorse, nor are responsible for, the accuracy or reliability of any opinion, advice, information, or statement made on the Site by its Users or other third parties. Nothing contained in any of the Third-Party Content or Services is an offer or promise by Altisource to sell a specific product for a specific price or that any advertiser will sell any product or service for any purpose or price or on any specific terms. We assume no responsibility or liability of any type with respect to the Third Party Services, including any liability resulting from incompatibility between the Third Party Services and the Contents and Services. Customer acknowledges that Third Party Services are provided “as is” and that it will not hold Altisource responsible or liable with respect to the Third Party Services or seek to do so. For the avoidance of doubt, Altisource does not guarantee the privacy or security of any Third-Party Content being transmitted through the Site and Altisource does not control, verify, or monitor Third-Party Content posted via the Site by any visitors to the Site and does not guarantee the accuracy, integrity or quality of such Third-Party content.

(h) Altisource may, without prior notice, immediately terminate, amend, limit, or suspend a User's access to its account or login credentials (and, if such User is a Business Authorized User, the Business User associated with such Business Authorized User). Cause for such action shall include, but shall not be limited to: (i) breaches or violations of this Agreement or other incorporated agreements or terms of service, (ii) requests by law enforcement or other government agencies, (iii) discontinuance or material modification of the Services, (iv) unexpected technical or security issues or problems, (v) extended periods of inactivity, or (vi) illegal or fraudulent conduct. Services may be terminated at Altisource's sole discretion, and in no event shall Altisource be liable to any User or any third party for termination of User's account or login credentials.

(i) If Altisource suspects the credentials User provides are not correct, current, complete, or have been compromised, Altisource has the right to refuse such User's access to its account or require such User to create a new or modify its current account, in Altisource's sole discretion. Altisource may terminate, suspend, or modify User's access as set forth in section 1(g). Altisource shall in no way be liable for any damages or liabilities associated with termination of a User's use and access to its account.

(j) Altisource will treat any personal information submitted through this Site in accordance with its Privacy Policy accessible at https://www.altisource.com/Privacy-Policy.

(k) User grants Altisource, its affiliates, employees, independent contractors, agents, advisors, and other representatives a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to access, reproduce, display, modify, create derivative works of, store, perform analysis on, or otherwise use User's Materials or have a third party do any of the foregoing on Altisource's behalf in connection with (i) Altisource's provision of the Services provided by Altisource under this Agreement to User and other parties, and (ii) as necessary or useful to enforce this Agreement and exercise Altisource's rights and perform its obligations hereunder. User understands and agrees that Altisource shall have the right to use any User's Materials for any purpose, including without limitation, publication of all or part of such Material on the Site and any in any other forum or medium for unrestricted use by Altisource for its users and partners. Altisource shall have the sole authority to choose the manner in which any Materials will be received, displayed and used by the Site. Altisource acknowledges that, as between User and Altisource, except as otherwise provided herein, such User owns all right, title and interest in and to its Materials. All reports, derivative works, compilations, modifications and other materials created from or with use of User's Materials pursuant to this section (collectively, "Derivative Materials") will be, in each case, the sole and exclusive property of Altisource. To the extent Altisource does not own such Derivative Materials automatically at the time of their creation; User hereby assigns to Altisource all rights therein.

(l) Subject to the restrictions set forth in this Agreement, Customer may copy information from the Derivative Materials solely in the course of viewing, saving, printing, faxing and/or e-mailing such information only as necessary pursuant to Customer's Permitted Use. Derivative Materials may not be distributed, republished, uploaded, posted or transmitted in any way without the prior written consent of Altisource.

(m) The Services do not replace or reduce the need for User to maintain regular data backups or redundant data archives.

2. Eligibility and Your Responsibilities

(a) Accuracy of Information. User shall provide true, accurate, current and complete information during the Site registration process and in all interactions on the Site and interactions with us. User will accurately maintain and update its account information as needed. Except as may be otherwise specified in this Agreement, User, at its sole expense, will procure, operate and maintain suitable, properly operational (and fully compatible with the Site) computer hardware, software and devices as required to access and/or perform the Services as set forth in this Agreement. It is User's sole cost and responsibility to provide any and all instrumentalities of communication including, but not limited to, telephone lines, internet connections, as well as any and all required computer software and hardware devices to enable User to protect the integrity of its Materials, as shall, from time to time, be necessary, required or desirable as specified by Altisource to provide the Services.

(b) Restricted Activities; Submission of Harmful Material. User's account and login credentials may not be transferred or sold to another party. User shall not post, submit or link to any Material that (i) is illegal, deceptive, false, inaccurate, misleading, fraudulent, threatening, harassing, libelous, defamatory, obscene, pornographic or otherwise objectionable as determined by us or under applicable law; (ii) directly or indirectly directs Users to another online or offline location that provides products or services similar to the Site; (iii) involves unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (iv) facilitates gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize; (v) infringes the intellectual property rights, privacy rights or other legal rights of any individual or entity; (vi) includes any code, files, scripts, agents, programs or other computer programming routines intended to do harm or that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, including, for example, viruses, worms, time bombs and Trojan horses; (vii) create liability for us or cause us to lose (in whole or in part) the services of our Internet service providers (ISPs) or other suppliers; and (vii) interferes with, disrupts or otherwise adversely impacts the use of the Site by any other User. Altisource reserves the right to investigate suspected violations of this Agreement. Altisource reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Altisource to disclose the identity of anyone making available any Materials that are believed to violate this Agreement. USER WAIVES AND HOLDS HARMLESS ALTISOURCE FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ALTISOURCE DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ALTISOURCE OR LAW ENFORCEMENT AUTHORITIES.

(c) User remains solely responsible for the content of the Materials that User uploads into the Site. Neither Altisource nor any third party that provides content to Altisource will assume or have any liability for any action or inaction by Altisource or such third party with respect to any Material that User uploaded into the Site. In addition to any other User's representations and warranties stated in this Agreement, User represents and warrants that: (i) it has all necessary right, power, authority and rights to upload into the Site any Materials and to grant Altisource and its affiliates all rights and licenses to use, copy, perform, display, and distribute such Materials granted herein, including all real estate products, listings and services you advertise, sell, and promote which are legal for sale and distribution and do not violate this Agreement; and (ii) you have all licenses necessary to sell, distribute and advertise the goods and services you offer and such sales and advertisements will comply with applicable laws. User shall be solely responsible for (i) safeguarding the Materials, (ii) the accuracy, quality, integrity, legality and reliability of any Material uploaded by User into the Site, (iii) ensuring that any Materials uploaded on or provided by User through the Site complies with any advertising, consumer protection, intellectual property, or any other applicable laws, rules, regulations and guidelines, (iv) User's information technology infrastructure and management, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by User or through the use of third-party services, and (v) backing up or exporting the Materials that User stores on the Site to ensure User preserves its Materials outside of User's account in the Site. IF YOUR SERVICE IS SUSPENDED OR CANCELED, ALTISOURCE MAY PERMANENTLY DELETE YOURS OR OTHERS MATERIALS FROM ITS SERVERS AT ITS SOLE DISCRETION AND YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHT TO SUCH MATERIALS IN THE EVENT OF A CANCELLATION OR SUSPENSION. ALTISOURCE HAS NO OBLIGATION TO RETURN MATERIALS TO YOU AFTER THE SERVICE IS SUSPENDED OR CANCELED. IF MATERIALS INCLUDE PERSONAL DATA, THEY WILL BE HANDLED IN ACCORDANCE WITH OUR PRIVACY POLICY. IF MATERIALS ARE STORED WITH AN EXPIRATION DATE, ALTISOURCE MAY ALSO DELETE THE MATERIALS AS OF THAT DATE. MATERIALS THAT ARE DELETED MAY BE IRRETRIEVABLE.

(d) No Scamming. User may not use the Site in a way that could cause us to unknowingly participate in, or contribute to, the violation of any applicable law, statute, ordinance or regulation. We aim to keep the Site safe and may report any and all suspected use of the Site for scamming, fraudulent, or extortive purposes to the appropriate law enforcement agency or regulators.

(e) Reverse Engineering. User may not reverse engineer, decompile or disassemble the Site (except to the extent specifically permitted by applicable law) or attempt to do so, nor may User use information or Content on the Site to develop or design any product (including without limitation any website similar to or competitive with the Site). User may not use automated web queries (including, without limitation, screen and database scraping, spiders, robots, crawlers and any other automated activity in connection with the Site). General purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Services are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent. User may not use, or attempt to use, the Site through any means not explicitly and intentionally made available, provided or intended with respect to the Site. User may not harvest information about other Users of the Site for any purpose. User may not use the Services in any manner that could damage, disable, overburden, or impair the Site or that harms us, our service providers, suppliers or any other person.

(f) Access and Interference. Access and use of the Site are expressly governed by this Agreement. User shall not (and may not authorize any party to) (i) co-brand the Site, (ii) use the Site or the Content in a way that could cause Altisource to unknowingly participate in, or contribute to, the violation of any applicable law, statute, ordinance or regulation, (iii) use the Site, the Content or Services for any competitive purpose, (iv) frame the Site or any Content therein, nor shall User otherwise cause such Site or Content to appear in a form that is outside of the context of the Site, or (v) use any electronic device, software or process to monitor or copy the Site or any other of our web pages or the Content contained herein without our prior expressed written permission. User shall not to take any action to jeopardize, limit or interfere with Altisource's ownership of and rights with respect to the Site and the Content. User shall not implement or otherwise use automation tools to connect to, modify, or monitor the Site and its elements and shall not use any electronic device, software or process to interfere with or attempt to interfere with the proper functioning of the Site or any activities conducted on the Site. User shall not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. User shall not copy, reproduce, alter, modify, create derivative works, or publicly display any Content for public, commercial or any other purposes, including the text, images, audio, and video without our prior expressed written permission. User shall not cause any advertising (including, without limitation, pop-ups or pop-unders) or other functionality that interferes with the user experience of the Site. For purposes of this Agreement, "co-branding" means to display a name, logo, trademark, or other means of attribution or identification of Altisource or its affiliates in such a manner as is reasonably likely to give another User the impression that User has the right to display, publish, or distribute the Service or Content accessible in the Site. User will cooperate in causing any unauthorized co-branding or framing immediately to cease. User will immediately cease any occurrence of hyperlinking to the Site should Altisource make such a request, which User recognizes it is entitled to do at any time and for any reason.

3. Restrictions on Your Use of the Site and Limitations

(a) User's right to use the Site is conditional on User's warranty that User will only use the Site for the Permitted Use and for no other purpose that is unlawful or prohibited by this Agreement. User shall not use the Site in any manner which could disable, overburden, damage or impair the Site or interfere with any other party's use and enjoyment of the Site. User shall not obtain or attempt to obtain any Content or Materials through any means not intentionally made available or provided to User through the Site.

(b) Any and all Materials uploaded by User to the Site are User's sole responsibility. User or holds Altisource and its affiliates harmless from any and all actions that may arise or be related to such Materials. User shall not enter or upload Materials that are illegal, deceptive, false, inaccurate, misleading, fraudulent, threatening, harassing, libelous, defamatory, obscene, pornographic or otherwise objectionable as determined by Altisource in its sole discretion or under applicable law. Except in the event of Altisource's willful misconduct, User accepts full responsibility for all personal information that User deliberately or inadvertently enters or uploads to the Site and shall indemnify Altisource and its affiliates for any losses, expenses, damages, fees, liabilities and costs, including reasonable attorneys’ fees, resulting from or related to such personal information per the indemnification obligations contained herein. User will respect the rights of NAR, MLS, Internet Data Exchanges, real estate agents, real estate brokers, customers and other third parties whose Third-Party Content may be protected by copyright.

(c) User shall not (and shall not permit any third party to) (i) create or authorize new versions, modifications or enhancements to the Site or the Services or any portion thereof; and (ii) sublicense, in whole or in part, or grant a security interest in, encumber, or otherwise transfer rights to the Services or any portion thereof.

(d) Altisource reserves the right to monitor User's use of the Site to determine compliance with this Agreement, as well as the right to remove or refuse any Material for any reason. Altisource also reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any Material, in whole or in part, in its sole discretion. Materials uploaded to the Site may be subject to limits on use, reproduction and/or dissemination and User is responsible for abiding by such limitations with respect to the Materials uploaded, including any downloaded Contents. Notwithstanding the foregoing, Altisource shall have no obligation to (i) resolve disputes among users of the Site; or (ii) monitor or verify the accuracy or proper use of any User.

(e) User hereby warrants that it will never, directly or indirectly:

(i) de-compile, translate, reverse engineer, disassemble, decode, adapt or create derivative works from the Site, any other Altisource product and/or any other Content or information owned by Altisource or its affiliates;

(ii) re-market, resell or redistribute the Service to any third person or entity;

(iii) bypass or breach any security device or protection used for or contained in the Site or any other Altisource product;

(iv) use the Site for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purpose that is to Altisource's detriment or commercial disadvantage;

(v) use the Site in a way that could cause Altisource to unknowingly participate in, or contribute to, the violation of any applicable law, statute, ordinance or regulation;

(vi) use and/or register any designation, trademark or trade name that incorporates the terms "Equator", or any designation, trademark or trade name that is confusingly similar to Equator or any other Altisource trademark;

(vii) except as otherwise provided in this Agreement, commercially market all or part of Altisource's products or services (including but not limited to the Services) or any product similar to Altisource's products, and/or that competes with Altisource in any way;

(viii) damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site;

(ix) obtain or attempt to obtain any materials or information through any means not made readily accessible by Altisource through the Site;

(x) access or attempt to access password protected, secure or non-public areas of the Site;

(xi) decrypt, defeat and/or overcome any digital rights management technology implemented with respect to the Site or data transmitted, processed or stored by the Site;

(xii) send, expose, disclose, reveal, or share personal information through the Site without the express written consent of the owner of the information;

(xiii) remove or conceal any proprietary notices from the Site;

(xiv) use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any Content or portion of the Site;

(xv) use the Site for the benefit of any third party or any manner not permitted by the access rights granted herein;

(xvi) use the Site or submit any Materials to generate or send any unsolicited commercial email (Spam);

(xvii) copy any elements of the Site (other than as expressly provided under United States copyright laws);

(xviii) access, create or modify source code of the Site in any way;

(xix) use the Site to, or in any way that would, violate any applicable local, state, national, or international law, regulation, ordinance or real estate practice having the force of law, including but not limited to the Gramm-Leach-Bliley Act, SB 1386, RESPA, CAN-SPAM, Civil Rights Act of 1866, the Fair Housing Act, the Americans with Disabilities Act, and the Equal Credit Opportunity Act;

(xx) impersonate any person or entity, or falsely state or otherwise misrepresent or inaccurately display your credentials, qualifications, listings, affiliations with a person or entity, post, upload or otherwise relay information which is misleading to others, including consumers; or otherwise disguise the origin of any Materials;

(xxi) submit or publish Materials or Third-Party Content that solicits funds or services, contains or includes any malicious code or technology, including but not limited to any virus, clock, timer, counter, worm, software lock, drop dead device, Trojan-horse, routing, trap door, time bomb or any other code, instruction or program that is designed to distort, delete, damage, disable, interfere with or impair the functionality of any computer or the Site or to compromise the integrity and security of the Site or any systems, data or Content; or

(xxii) use the Site to develop, generate, upload, post, display transmit or store information or Materials that: (i) infringes any third party's intellectual property (including but not limited to patent, trademark, trade secret copyright or other proprietary rights of any party); (ii) is unlawful, threatening, harassing, tortious, defamatory, libelous, pornographic, an invasion of privacy, obscene, abusive, hateful, vulgar, illegal, racist, offensive or harmful; or (iii) in any way obstructs or otherwise interferes with the normal performance of another person's use of the Site.

(f) Altisource reserves the right, in its sole discretion, to modify or discontinue the Services or any portion thereof, with or without notice, and without liability to you.

(g) By creating a link to the Site, User agrees that: (i) User will not employ any technology that results in the placement of content from the Site in a frame and/or a reduced pop-up window and/or any other display mechanism which changes the appearance of the Site from how it would appear if a user typed the URL in a typical browser line; (ii) User's Site shall not display content or link to other website that contains content that is illegal, obscene, indecent, disparaging, discriminating or otherwise offensive; (iii) User has duly registered its domain name and possess all rights necessary to use the same; and (iv) User shall not in any manner access, collect, store, disclose, transfer or use any information obtained or derived from a user's access to or use of the Site. Altisource reserves the right to revoke your permission to create such link at any time in its sole discretion and you agree to immediately cease using the link at any time that Altisource so requests.

(h) Altisource may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act, and you expressly authorize Altisource to comply with any and all lawful notices, subpoenas, court orders or warrants without prior notice to you.

(i) Identity Verification and Use. We use many techniques to identify our Users when they register. However, because User authentication on the Internet is difficult, the Site cannot and does not confirm each User's purported identity. We encourage Users to report to us any instances of fraud or other circumstances that call into question the purported identity of any User of the Site. Each User is solely responsible for any information it provides to us. Users shall maintain the secrecy of its account and each User shall not share its username, password or any other login credentials with others. Each User will immediately notify us of any unauthorized use of its username or password, or any other breach of security related to the Site. Each Business User and each of its associated Business Authorized Users are jointly and severally liable for all activities that occur under any such Business User or Business Authorized User's username and password. Business Users shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to such account; and (b) control the Materials uploaded into the Site. Each Business User and its Business Authorized Users will be held jointly, severally and fully liable for any breach of this Agreement by such Business User and its Business Authorized Users, and will fully indemnify and hold Altisource and (as applicable) its affiliates, officers, directors, agents, and employees, harmless from any claim, including a claim for attorneys’ fees, or damages arising out of such breach of this Agreement.

(j) Release. In the event of any dispute by User with one or more of the Site's Users, User releases us (and our affiliates, officers, directors, agents, independent contractors, advisors and employees) from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute(s).

(k) Information Control. We do not control any Materials on the Site that may be provided by Users. User may find other Users’ information to be offensive, harmful, inaccurate or deceptive. Please use caution, common sense and safe business practices when using the Site. Please note that there may also be risks of dealing with underage persons, foreign nationals and people acting under false pretenses.

(l) Server or Other Technological Issues. The Site may, from time to time, not operate optimally, at normal speed, with full functionality, or at all. In our sole discretion and at any time, we may choose to shut down the Site for any amount of time, thereby ceasing the ability for some or any Users to use the Site. The decision to shut down and re-enable the Site, in whole or in part rests solely with us. The Site, all Contents and any other materials thereon are provided "AS-IS" and, while we strive to provide a seamless and satisfying experience for all of our Users, we assume no responsibility for any unavailability of the Site (regardless of duration) or the timeliness, transport, outage, deletion, delivery failures or failure to store/retrieve any user commands, data, communications or personalization settings in connection with the Site.

(m) Account's Quotas. User's account to access the Site may have quotas on the amount of emails User can send per month as well as storage limits. If User needs to exceed these quotas, User will be charged extra fees which will be billed monthly.

4. Disclaimer of Warranties. WE DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, ENDORSEMENTS OR REPRESENTATIONS WHATSOEVER AS TO THE LOSS OF ANY LISTINGS, THE ACCURACY OF THE INFORMATION OR CONTENTS, MATERIALS CONTAINED ON THE SITE OR THE OPERATION, AND ACCURACY OR APPROPRIATENESS OF THE SITE FOR ANY BUSINESS PURPOSES. THE SITE AND ALL CONTENTS ARE PROVIDED ‘AS-IS’. WE DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY THAT THE SITE(S) AND/OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES, CLOCKS, ERRORS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS THAT WILL PREVENT TRANSMISSION FAILURES.

5. License. To enable the Site to use the information with which User supplies us, and so that we are not violating any rights User might have in that information, User hereby grants us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right and license to exercise any copyright, publicity and database rights User has in its information (including without limitation User's information submitted upon registration with the Site and any Materials that corresponds to such User submitted to the Site), in any media now known or not currently known, with respect to User's information.

6. Indemnity. Users shall jointly and severally indemnify and hold us and (as applicable) our affiliates, officers, managers, directors, licensors, suppliers, agents and employees, harmless from any claim or demand, including a claim for attorneys’ fees, made by any third party due to, or arising out of, the User's use or misuse of the Site, such User's breach of this Agreement or the documents it incorporates by reference, the Materials, or the User's violation of any law or the rights of a third party.

7. Limitation of Liability. EXCEPT WHERE RESTRICTED OR PROHIBITED BY LAW, ALTISOURCE WILL NOT BE LIABLE TO USER OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS OR PROFITS OR LOSS OF DATA THAT RESULTS OR ARISE FROM THIS AGREEMENT, OR THE USE OF, OR THE INABILITY TO USE THE SITE, EVEN IF ALTISOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT LIABILITY MAY BE ASSESSED AGAINST ALTISOURCE, IN NO EVENT WILL ALTISOURCE's TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS, LOSSES OR DAMAGES ARISING THROUGH ANY USER's USE OF OR ACCESS TO THE SITE, WHETHER IN CONTRACT OR IN TORT, EXCEED THE AMOUNT USER HAS PAID TO ALTISOURCE FOR USE OF THE SERVICES IN THE PRECEDING THREE MONTH PERIOD OR, IF USER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO US, TEN DOLLARS.

8. Legal Compliance. Each User shall comply with all applicable local, state, federal and international laws, statutes, ordinances and regulations regarding such User's use of the Site.

9. Agent Specific Terms.

(a) By using the Site(s) and submitting your information, you signify your irrevocable acceptance of these Agreement. As a registered user, you hereby grant Altisource the permission to communicate with you via email (as well as other communication channels such as phone and fax) for any purposes Altisource determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages and under no circumstances will Altisource have any liability for sending any email to its registered users.

(b) Altisource Services provide you with an opportunity to increase your knowledge, display your certifications, visually promote yourself or your company, and increase your visibility for servicers seeking an agent. They do not guarantee that you will receive listings but are an opportunity for you to become more visible to your potential clients. By your purchase you recognize and acknowledge the value of the products and their terms.

(c) Purchases are paid in advance through your next billing date. On the date of purchase monthly products will be prorated to your first billing date if your purchase was not on the first of the month. You will be billed for your products on the same billing date each month. All product purchases are final on the date of purchase with no refunds for any billing period (i.e. if you cancel during the middle of a monthly billing period you will still be charged for the full month).

(d) For each product that you agree to purchase (by affirmatively clicking on the "I Agree" or "Accept" buttons), you will be charged a fee according to then current Services fee structure. We reserve the right to change the Services fee structure at any time. We will notify you of any such changes. Following such notification, you agree that your continued use of the products will constitute your acceptance of such changes and your intention to be bound by this Agreement. If you do not agree to such changes to the Agreement, your sole remedy is to discontinue use of the products, but no refunds will be issued. If you do not agree to be bound by this Agreement, you may not use Altisource's products.

(e) By purchasing a monthly subscription product, you understand that you will be billed on a recurring basis until cancellation or termination of the product by you. Altisource products can be purchased either monthly or annually. Product pages include a description of what is included with your purchase and may require additional set up, completion of training, uploading of information or other such actions by you to obtain the full benefit of the product. We use Stripe, Inc. ("Stripe") and/or CyberSource Corporation ("CyberSource") as our third-parties payment processor to handle processing of the credit card information you submit for the subscription product. By providing your information in connection with the subscription product, you are consenting to Stripe's and CyberSource's collection, use, retention and disclosure of any personal information provided in accordance with /or the Stripe Privacy Policy which you can find here (https://stripe.com/privacy), and the CyberSource Privacy Policy which you can find here (https://usa.visa.com/legal/global-privacy-notice.html), respectively. We are not liable for the collection, use retention or disclosure of such information by Stripe and/or CyberSource.

(f) Altisource reserves the right to change, modify, suspend or discontinue any portion of the Site(s) at any time. Altisource may also impose limits on certain features or restrict your access to parts or the entire Site(s) without notice or liability.

(g) The Equator Content, including proprietary databases of commercial or residential real estate information, which includes information, text, photographic and other images and data contained therein, and the proprietary organization and structures for categorizing, sorting and displaying such information, is owned by Altisource and its licensors, and are protected by the applicable United States and international copyright and other intellectual property rights, laws and treaties. Any copying, modification, display, performance, publishing, licensing, creation of derivative works, framing in other web pages, use on other web sites, uploading, reproduction, transmittal or redistribution of the Equator Content which is not expressly authorized by these Agreement is strictly prohibited. You understand and agree that making modifications to, creating derivative works based on, or any unauthorized use of, the Equator Content or any other elements of the Site(s), is expressly prohibited. You also agree not to transfer or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from Equator, including without limitation, engaging in the practices of "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of users or other information.

(h) You represent and warrant that: (i) with respect to your purchase of Altisource products, you will provide true, accurate and complete information and to refrain from impersonating or falsely representing your affiliation, credentials or licenses with any person or entity (ii) you are duly licensed as a real estate broker or salesperson in the relevant state of business and that you are currently authorized to act as a real estate broker or salesperson in that state; (iii) are not now, and have not been within the last five (5) years, a defendant in any lawsuit alleging professional misconduct, nor are you currently subject to an investigation by a real estate commission or comparable oversight body; (iv) there are no actions, suits, or proceedings pending or, to your knowledge, threatened against or affecting you in any court or before any governmental commission, board, or authority which could have a an adverse effect on you or Altisource's reputation or ability to provide real estate services; and (v) you maintain the highest ethical standards of conduct in the real estate business and specifically abides by (x) all national, state and local laws applicable to your business including, without limitation, law related to consumer privacy, telephone solicitation, marketing, anti-discrimination laws and restrictions against the giving or accepting a fee, or other thing of value, for the referral of business pursuant to the Real Estate Settlement Procedures Acts (RESPA), and (y) all rules and regulations governing real estate transactions and the rules of ethical conduct established by the National Association of REALTORS.

(i) Invoice Services Agreement. Lenders utilizing the Equator Platform Invoicing Module ("Module") will require that all invoices be entered through the Site, or direct integration with the Equator Platform where applicable. By using the Module, you will be able to participate in an automated electronic submission process with enhanced search and reporting capabilities. Users will be charged a fee by Altisource for use of the Module. A fee of one percent (1%) of the invoice amount will be incurred at the time an invoice is approved through the Module ("Invoice Fee") and the total of these fees shall be billed to you monthly by Altisource. The minimum fee per invoice is one United States dollar ($1.00) and the maximum fee per invoice is five United States dollars ($5.00). There will be no fee charged for "rejected" invoices. Users will have a maximum "cap" of twenty United States dollars ($20.00) per property.

10. General.

(a) Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

(b) Assignment. We may assign this Agreement and all referenced or incorporated agreements at any time for any reason. User may not assign any of its rights hereunder without our prior written approval.

(c) Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

(d) Breach. Our failure to act with respect to a breach by User or others does not waive our right to act with respect to subsequent or similar breaches.

(e) Entirety. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

(f) Refusal of Service. We reserve the right to refuse Service to anyone for any reason not prohibited by law.

(g) Governing Law. This Agreement shall be governed by and construed in accordance with New York law. THE PARTIES HERETO HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT WHICH EITHER OR BOTH OF THEM MAY HAVE TO RECEIVE A TRIAL BY JURY WITH RESPECT TO ANY CLAIMS, CONTROVERSIES OR DISPUTES WHICH MAY ARISE OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF.

(h) Acceptance. By registering on the Site User unconditionally accepts the above Agreement. User shall abide by all such terms and conditions fully and without recourse.

(i) Intellectual Property Notice. Altisource, Equator, the Equator logo and all other marks identified herein, and on referenced and incorporated agreements, are trademarks or service marks of Altisource or its affiliates (the "Marks"). These Marks may be registered with the United States Patent and Trademark Office and Intellectual Property Offices of other countries. User is not permitted to use the Marks without the prior written consent of Altisource. In addition, User is not permitted to use any current or future Altisource product names or trade names in connection with any product or service that does not belong to, is not owned by, or endorsed by Altisource in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Altisource.

(j) Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION, OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION. USER's ACCESS AND CONTINUED USE OF THE SITE SIGNIFIES USER's EXPLICIT CONSENT TO THIS WAIVER.

(k) Contact. If you have any questions or concerns about this Agreement or related to the Site, please contact us at [email protected].