Terms and Conditions

OPTIMAL BLUE, LLC (“OPTIMAL BLUE”) MAKES ITS SERVICES AVAILABLE TO YOU UNDER THESE TERMS AND CONDITIONS (THIS “AGREEMENT”). BY DOWNLOADING, INSTALLING OR OTHERWISE ACCESSING THE OPTIMAL BLUE SERVICES, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AND FURTHERMORE THAT YOU HAVE THE NECESSARY AUTHORIZATION TO AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF THE LEGAL ENTITY THAT YOU REPRESENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, ACCESS OR OTHERWISE USE THE OPTIMAL BLUE SERVICES.

This Agreement was last updated on May 8, 2026 and are effective between Customer (meaning the company or other legal entity for which you are accepting this Agreement) and Optimal Blue.

The defined terms in this Agreement will have the meanings ascribed to them herein, unless otherwise specifically modified in an amendment or addenda.

Optimal Blue will provide Customer with a pricing and eligibility solution where a broker can price and qualify loans with their investors (“Loansifter”). Loansifter also offers incorporated dynamic marketing tools.  An individual license includes as needed customer support, eligibility & pricing search, email campaigns, pipeline monitoring, monthly emails, weekly pipeline monitored/rate alert searches and contact manager per the terms of the Service Subscription and Pricing Form. (Collectively, the “Optimal Blue Services”.) Customer understands, acknowledges and agrees that Optimal Blue, in its sole discretion and at any time during the Term, shall have the right to modify, enhance, improve or update the Services including but not limited to the Optimal Blue Engine and the Software  (collectively, with all upgrades, updates, modifications, versions, releases and enhancements, the “Software”).

3.1 Grant of License to Customer. Optimal Blue grants to Customer a non-exclusive, limited, term, revocable, non-transferable, non-assignable right to access and use, and to permit those persons authorized by Customer to access and use, the Software and the Optimal Blue Services for the Term (defined below), subject to the terms and conditions of this Agreement or other addenda or schedules attached hereto or thereto. Customer will use the Software and the Optimal Blue Services in accordance with this Agreement and any other documentation provided by Optimal Blue therewith. All rights not expressly granted herein are reserved by Optimal Blue. Optimal Blue has and shall continue to have sole and exclusive ownership of all right, title and interest in and to the Software and the Optimal Blue Services, including ownership of all intellectual property rights pertaining thereto, all copies thereof and all derivative works, modifications and enhancements thereto, subject only to the right and license expressly granted to Customer herein.

3.2 Customer Use. In addition to any matters described in the Documentation (defined as: Optimal Blue-created user guides and manuals, handbooks, training materials, and all other printed or electronic materials relating to or describing the use of the Optimal Blue Services and made available by Optimal Blue to Customer) and notwithstanding anything in the Agreement to the contrary, Customer agrees to and warrants that, during the Term and thereafter, it will comply with the following additional limitations and restrictions with respect to the Optimal Blue Services:

3.2.1 Customer and its Authorized Users (the term “Authorized Users” means any of Customer’s employees who have a username and password for access to any part of the Optimal Blue Services) will not use, copy, modify, distribute, transfer, lease, assign, inappropriately use or access or sublicense the Optimal Blue Services, Confidential Information or any part thereof (electronically or otherwise), except as expressly authorized by Optimal Blue herein or in any Schedule.

3.2.2 Customer and its Authorized Users will not reverse assemble, reverse compile or otherwise translate or reverse engineer any other part of the Optimal Blue Services.

3.2.3 Customer shall limit the use of the Optimal Blue Services to Authorized Users, unless specifically set forth in this Agreement.

3.2.4 Customer shall not allow Authorized Users to share user login information. Customer will be responsible for administering all user accounts, including new user set up, account suspension or deletion, and assigning appropriate work groups or security rights.

3.2.5 Customer shall not place nonpublic personal information in any environment other than the production and disaster recovery environments.

3.2.6 Customer shall not access the Optimal Blue Services or any Confidential Information from outside of the United States. Notwithstanding the foregoing, Customer agrees to notify Optimal Blue of any use or access to the Optimal Blue Services or Confidential Information that does not originate from the United States.

3.2.7 If Customer violates any of the terms in this Section 3.2, Optimal Blue reserves the right to revoke access of any Authorized User in addition to any other remedies it has under this Agreement.

3.3 Grant of License to Optimal Blue. Customer grants to Optimal Blue, for no additional consideration hereunder, a perpetual, royalty-free, fully paid, non-exclusive license to use, modify, promote, display, distribute, sublicense or create derivative works of any data and information (including loan applicant information) provided to Optimal Blue by Customer (such data and information shall hereinafter be referred to as the “Customer Data”); provided, however, that except as otherwise specifically provided in this Agreement, Optimal Blue will not indicate Customer’s or any Authorized User’s use of the Optimal Blue Services as the source of such data and Optimal Blue will de-identify any and all data of Customer’s loan applicants used by Optimal Blue pursuant to this Section 3.3. Any data or information created by Optimal Blue pursuant to Customer’s use of the Optimal Blue Services shall be Optimal Blue IP (as hereinafter defined).

4.1 Privacy Generally. The Parties recognize the potential applicability of the confidentiality and security requirements of United States laws and regulations related to the protection of non-public personal information of consumers, including but not limited to the Gramm-Leach-Bliley Act, applicable state privacy laws, anti-spam laws, and the rules and regulations promulgated by the various federal and state agencies to administer and enforce such laws (the “Privacy Laws”). The Parties will comply with all applicable Privacy Laws. Any information protected by the Privacy Laws will only be captured, stored, used or disclosed in compliance with such Privacy Laws.

4.2 Customer Responsibilities.

4.2.1 Upon request by Optimal Blue, Customer will provide reasonable assistance to Optimal Blue in order for Optimal Blue to meet Optimal Blue’s obligations under any such Privacy Laws that are applicable to Optimal Blue. To the extent that any such assistance is necessary due to a violation of Privacy Laws by Customer, Customer shall bear the costs associated with any such assistance; otherwise, Optimal Blue shall compensate Customer for any such assistance.

4.2.2 Customer shall be responsible for securing all rights, consents and permissions to collect, use, and disclose to Optimal Blue, or allow Optimal Blue to collect, use, retain, and disclose, any Customer Data that Customer provides to Optimal Blue or authorizes Optimal Blue to collect in conjunction with this Agreement. As may be required by applicable law, Customer is responsible for disclosing to its Authorized Users that Optimal Blue may receive and process Customer Data pertaining to its Authorized Users for the purposes permitted by this Agreement.

4.2.3 Customer shall be responsible for (A) the integrity of the Customer Data, (B) the selection and implementation of controls to restrict access and use of the Optimal Blue Services to only Authorized Users, and (C) implementing all commercially reasonable measures to secure and protect the Customer Data from unauthorized access and loss, to the extent that it is possible for Customer to do so based on the Optimal Blue Services’ available features, functionality, configuration settings, or implementations methods. The responsibilities of Customer set forth in this Section 4.2 are not shared with Optimal Blue unless, and only to the extent that, any such responsibilities are expressly borne by Optimal Blue pursuant to this Agreement.

4.3 Optimal Blue Responsibilities.

4.3.1 Upon request by Customer, Optimal Blue will provide reasonable assistance to Customer in order for Customer to meet Customer’s obligations under any such Privacy Laws that are applicable to Customer. To the extent that any such assistance is necessary due to a violation of Privacy Laws by Optimal Blue, the parties will look to the terms of the Privacy Agreements (as hereinafter defined) to determine allocation of costs; otherwise, Customer shall compensate Optimal Blue for any such assistance.

4.3.2 Optimal Blue’s Privacy Policy, located at https://www2.optimalblue.com/privacy-policy/, describes the extent to which Optimal Blue will collect, use, share, or otherwise process the Personal Information it will collect from Customer’s personnel and Authorized Users, and further provides any opt-out mechanisms available to Customer’s personnel and Authorized Users. Customer hereby acknowledges that it has read Optimal Blue’s Privacy Policy and gives its consent for Optimal Blue to collect, use, share, or otherwise process the Personal Information of Customer’s personnel and Authorized Users in accordance with Optimal Blue’s Privacy Policy. [Optimal Blue’s Privacy Policy may also contain links to additional data privacy and security terms] (the “Privacy Agreements”), including those set forth in any Data Processing Agreement. The Privacy Agreements are hereby incorporated into this Agreement by this reference and shall apply to the extent that Optimal Blue processes any data that is governed by the requisite Privacy Agreements, as determined in accordance with the terms of the Privacy Agreements. Optimal Blue’s Privacy Policy and the Privacy Agreements may be updated by Optimal Blue at any time; provided that only the changes that meet the following criteria shall apply to Customer: (1) updates may only be made as necessary to comply with changes to applicable law, and (2) updates must not result in a material reduction in the obligations of Optimal Blue.

4.4 General Mutual Confidentiality.

4.4.1 Each Party (the “Disclosing Party”) has previously disclosed and will continue to disclose Confidential Information to the other Party (the “Receiving Party”). As used in this Agreement, regardless of whether disclosed to the Receiving Party before, during or after the execution of this Agreement, the term “Confidential Information” will mean any and all trade secrets, due diligence or negotiations for additional products or services, and other confidential information of a Party, including, without limitation, (a) all product specifications, data, know-how, formulae, compositions, processes, designs, sketches, reports, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, customer lists, current and anticipated customer requirements, price lists, market studies, marketing tools, business plans, business methods, business practices, business concepts, computer software and programs (including Optimal object code and source code), database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, and methods), and any other information, however documented, that is proprietary to such Party, (b) all non-public personal information of any of Customer’s customers; (c) all trade secret and other information concerning the business and affairs of such Party (including historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials, and pricing), however documented, and (d) all notes, analysis, compilations, studies, summaries, and other material prepared by or for such Party containing or based, in whole or in part, on any information included in the foregoing, whether or not expressly marked as proprietary or confidential. Confidential Information does not include any information that (i) at the time of disclosure or thereafter is in the public domain through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party or available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source was not bound by an obligation of confidentiality with respect to such information; or (iii) was independently developed by the Receiving Party without any use of the Confidential Information of the Disclosing Party.

4.4.2 The Parties shall treat the terms of this Agreement and all communications and negotiations related to this Agreement and potential business relationship as confidential. The Receiving Party shall keep secret and treat as confidential each item of the Disclosing Party’s Confidential Information and shall not disclose, or permit the disclosure of, any of the Disclosing Party’s Confidential Information to any person or entity including any third party without the prior written consent of the Disclosing Party, except to such Party’s employees, directors, and officers who are using, receiving, supporting or providing the Optimal Blue Services hereunder or otherwise having a need to know the information for a purpose intended under this Agreement and are aware of and agree to be bound by the confidentiality obligations set forth in this Section 4. To the extent that the Confidential Information rises to the level of a trade secret under applicable law, then the Receiving Party shall, for as long as such Confidential Information remains a trade secret (or for the maximum period of time otherwise allowed under applicable law), protect and maintain the confidentiality of such trade secrets and refrain from disclosing, copying, or using any such trade secrets without the Disclosing Party’s prior written consent. The Receiving Party shall not use, nor permit the use of, any Confidential Information for any purpose other than in connection with the proper performance of this Agreement and the exercise of its licenses granted hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (A) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will first have given written notice to the other Party, if permitted by applicable law, and made a commercially reasonable effort to obtain a protective order; or (B) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

4.4.3 Each Party agrees that if a court of competent jurisdiction determines that the Receiving Party has breached, or attempted or threatened to breach, any of its confidentiality obligations to the Disclosing Party or the Disclosing Party’s proprietary rights, money damages may not provide an adequate remedy. Accordingly, the Disclosing Party will be entitled to seek appropriate injunctive relief and other measures restraining further attempted or threatened breaches of such obligations.

4.5 Sensitive Personal Information. “Sensitive Personal Information” means any Personal Information that, due to its intimate nature or the context of its use or communication, entails a high level of reasonable expectation of privacy, including government identifiers, financial account details, and any additional types of information encompassed within this term or any similar term as used in applicable data protection or privacy laws (such as “sensitive personal information” or “special categories of personal data”). To the extent that applicable law requires the Parties to execute a separate agreement or addendum to an agreement which governs the use of any such Sensitive Personal Information (e.g. a Data Processing Agreement which expressly covers Sensitive Personal Information), Customer shall not collect, process, or store any Sensitive Personal Information using the Products unless and until the Parties execute such an agreement or addendum.

5.1 Term. The term of this Agreement shall commence on the date you accepted this Agreement (the “Effective Date”) and shall remain in effect until the Account/Subscription is cancelled online. I understand to cancel, I must do so online, (Admin Subscription Management User Management) prior to the beginning of the Renewal Term. Pro-rated amounts are not issued for the current month of a discontinued service and cancellation requests via email or telephone are not accepted.

5.2 Termination.

5.2.1 Either Party may unilaterally terminate this Agreement for any reason at the end of the then-current Term in accordance with Section 5.1 above.

5.2.2 Either Party may terminate this Agreement upon written notice to the other Party with immediate effect in the event the other Party breaches any provision of this Agreement, which breach is not cured to the reasonable satisfaction of the non-breaching Party within thirty (30) days of receipt of written notice of the breach from the non-breaching Party.

5.2.3 The Parties may terminate this Agreement by mutual written agreement of the Parties pursuant to the terms contained in such mutual written agreement.

5.3 Effect of Termination.

5.3.1 Upon termination of this Agreement, Customer’s access to the Optimal Blue Services shall be discontinued as of the effective date of such termination and all Customer configurations and settings will not be saved. Customer will not have access to the Optimal Blue Services, however, Customer’s configurations will remain for ninety (90) days after the effective date of termination. 

5.3.2 Unless otherwise provided herein, Customer shall pay, prior to the effective date of termination of this Agreement, all undisputed fees and expenses incurred under this Agreement prior to the effective date of such termination.

5.3.3 Upon termination of this Agreement, each Party shall return, render unusable, or destroy all originals and all copies of any Confidential Information of the other Party, regardless of the medium in which they are stored, in good order, render unusable or destroy and certify to the other Party as to such destruction. Notwithstanding the foregoing, Receiving Party may retain one copy of the Confidential Information in its files for archival purposes only and, to the extent it would be unreasonably costly or cumbersome, Receiving Party shall not be required to delete intangible copies of Confidential Information that have been made a part of Receiving Party’s (or its agents’ or consultants’) routine systems back-up files and/or procedures that are not readily accessible to the Receiving Party, provided that any intangible copies that are retained pursuant to this sentence shall be deleted or destroyed in accordance with routine procedures and shall remain subject to Section 4 until deleted or destroyed.

5.3.4 Regardless of the circumstances of termination or expiration of this Agreement, the provisions of Sections 3.2, 4, 5.3, 6, 8, 9, 10, 11 and 12 shall survive the termination or expiration of this Agreement and continue according to their terms.

6.1 Optimal Blue Representations and Warranties. Optimal Blue represents and warrants to Customer that: (a) it is the lawful owner of the Software or, to the extent it is not the lawful owner, it has all rights necessary for it to provide the Optimal Blue Services and Software to Customer under this Agreement; (b) it has used no less than commercially reasonable efforts to scan for viruses within the Software and prevent the Software from containing any viruses, devices or other code designed to delete, disable, deactivate, interfere with or otherwise harm any hardware, information or software; (c) this Agreement has been validly agreed to and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the principles of equity, bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally; (d) it has all requisite authority to enter into this Agreement and to carry out the transactions contemplated hereby; (e) its delivery of this Agreement, and its performance and compliance with the terms of this Agreement will not conflict with, result in a breach of, constitute a default under or require the consent of any third party under any license, sublicense, lease, contract, agreement or instrument to which it is bound or to which its properties are subject, and (f) it shall comply with all applicable laws, rules and regulations related to its obligations and performance under this Agreement. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 6.1, OPTIMAL BLUE DOES NOT EXTEND ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY OR FREEDOM FROM ERROR OF THE OPERATION, USE AND FUNCTION OF THE OPTIMAL BLUE SERVICES. CUSTOMER ACKNOWLEDGES AND AGREES THAT OPTIMAL BLUE DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE OPTIMAL BLUE SERVICES 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 CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH OPTIMAL BLUE WILL USE COMMERCIALLY REASONABLE EFFORTS TO REMEDY AND AVOID SUCH EVENTS, OPTIMAL BLUE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, OPTIMAL BLUE DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

6.2 Customer Representations and Warranties. Customer represents and warrants that: (a) this Agreement has been agreed to and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the principles of equity, bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally; (b) it has all requisite authority to enter into this Agreement and to carry out the transactions contemplated hereby and thereby; (c) its acceptance and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not conflict with, result in a breach of, constitute a default under or require the consent of any third party under any license, sublicense, lease, contract, agreement or instrument to which it is bound or to which its properties are subject, and (d) it shall comply with all applicable laws related to its obligations and performance under this Agreement.

6.3 Customer acknowledges and agrees that Optimal Blue does not and cannot control the flow of data to or from the Optimal Blue Services 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 Customer’s connections to the Internet (or portions thereof).  Although Optimal Blue will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Optimal Blue cannot guarantee that such events will not occur.  Accordingly, Optimal Blue disclaims any and all liability resulting from or related to such events.

It is understood and agreed by and between the Parties that Optimal Blue is not qualified to render any legal or accounting services or to prepare any accounting or legal documents for the implementation of the Optimal Blue Services. Customer acknowledges that its attorney and/or accountant shall be solely responsible for rendering or preparing all legal advice, legal opinions, legal determination, legal documents, tax returns, financial statements and other accounting documents. Customer is solely responsible for the cost of such legal and accounting services.

8.1 Optimal Blue Intellectual Property. Customer acknowledges and agrees that, as between Optimal Blue and Customer, Optimal Blue is and shall remain the exclusive owner of Optimal Blue’s products, software, hardware, Confidential Information and all patent, copyright, trade secret, trademark and other intellectual property rights therein (collectively, “Optimal Blue IP”). To the extent Customer now or in the future owns any such rights, Customer hereby irrevocably transfers, assigns and conveys all right, title and interest in and to all such rights to Optimal Blue without further compensation or action on behalf of Optimal Blue. Customer shall not challenge or assist any third party in challenging Optimal Blue’s ownership of such rights. Except as expressly recited, no rights or obligations are to be implied from this Agreement and no license is hereby granted to Customer, directly or indirectly, under any patent, trade secret, copyright or other intellectual property right now held by, which may be obtained, or which are or may be licensable by Optimal Blue. Optimal Blue expressly reserves all rights not expressly set forth in this Agreement. Customer shall not, and shall not assist any third party to, copy, sublicense, rent, lease, use, permit use of, modify, create derivatives of or make available any Optimal Blue IP and/or related materials except as expressly permitted in an agreement signed by an authorized representative of Optimal Blue.

8.2 Customer Intellectual Property. Optimal Blue acknowledges and agrees that Customer is and shall remain the exclusive owner of Customer’s products, software, hardware, Confidential Information and all patent, copyright, trade secret, trademark and other intellectual property rights therein (collectively, “Customer IP”). To the extent Optimal Blue now or in the future owns any such rights, Optimal Blue hereby irrevocably transfers, assigns and conveys all right, title and interest in and to all such rights to Customer without further compensation or action on behalf of Customer. Optimal Blue shall not challenge or assist any third party in challenging Customer’s ownership of such rights. Except as expressly recited herein, no rights or obligations are to be implied from this Agreement and no license is hereby granted to Optimal Blue, directly or indirectly, under any patent, trade secret, copyright or other intellectual property right now held by, which may be obtained, or which are or may be licensable by Customer. Customer expressly reserves all rights not expressly set forth in this Agreement. Optimal Blue shall not, and shall not assist any third party to, copy, sublicense, rent, lease, use, permit use of, modify, create derivatives of or make available any Customer IP and/or related materials except as expressly permitted in an agreement signed by an authorized representative of Customer.

8.3 Use of Marks and Names. Subject to the terms and conditions of this Agreement, each Party (“Licensor”) grants the other Party (“Licensee”) a limited, non-exclusive, non-transferable, royalty-free right and license to use, reproduce, display and perform its trade name, logo and trademarks or service marks (collectively, the “Marks”), solely for the purpose of the Licensee fulfilling its obligations or exercising its rights hereunder. Licensee will obtain written permission prior to each and every use of Licensor’s Marks, as well as permission for the manner(s) in which such Marks may be used, which approval will not be unreasonably withheld by Licensor. Licensee will use Licensor’s Marks in conformance with any branding and trademark usage policy Licensor may communicate to Licensee from time to time. Licensee’s use of Licensor’s Marks will be subject to Licensor’s quality control procedures. Licensee acknowledges that Licensee’s use of Licensor’s Marks will not create in Licensee, and Licensee will not represent it has, any right, title or interest in or to Licensor’s Marks other than the license granted above. Licensee will not challenge the validity of or attempt to register any of Licensor’s Marks, nor will it adopt any derivative or confusingly similar names, brands or marks, or create any combination marks with Licensor’s Marks. Licensee acknowledges Licensor’s ownership and exclusive right to Licensor’s Marks and agrees that all goodwill arising as a result of Licensee’s use of Licensor’s Marks will inure solely to the benefit of Licensor.

8.4 Customer Feedback. Optimal Blue shall own all right, title, and interest to any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer to Optimal Blue relating to the improvement of the Products (“Customer Feedback”). Optimal Blue shall have no obligation to Customer with regard to the Customer Feedback. Customer shall have no obligation to provide Customer Feedback. For the sake of clarity, Customer Feedback is not Customer Data.

9.1 Optimal Blue Fees. Optimal Blue Fees will begin on the Effective Date and Customer will pay initial fees on the Effective Date. Customer will be automatically debited at the beginning of each applicable subscription term ("Renewal Term") the fees as Customer agreed to within the Optimal Blue system (the “Optimal Blue Fees”) Optimal Blue may change the pricing of the Services at any time.  In addition, the Optimal Blue Fees are subject to increase once per annum by the greater of five percent (5%) or the percentage increase in the Consumer Price Index for All Urban Consumers: All Items Less Food and Energy for the twelve (12) months preceding the applicable date as most recently published by the United States Government.  By downloading, installing or otherwise accessing the services, Customer agree to pay the Optimal Blue Fees.  Customer’s set up fee(s) will be charged immediately. All other fees are usage based only and Customer will only be charged for Services Customer has “On” in the preceding month.  

9.2 Late Payments. If Customer’s payments are not current, Customer will not have access to the Optimal Blue Services, however, Customer’s configurations will remain for ninety (90) days.  Optimal Blue reserves the right to charge a late fee of the lesser of 18% per annum or the maximum amount permitted by law on invoices that are over thirty (30) days past due. 

9.3 Professional Services and Training. Except as otherwise specifically set forth in this Agreement, Customer shall be responsible for any professional services, training, custom work (i.e., underwriting and eligibility guidelines, pricing tables, SRP grids and LLPAs, custom screens, business rules and calculations) and full or partial custom integration with third-party systems provided by Optimal Blue to Customer with respect to the Optimal Blue Services provided pursuant to this Agreement at Optimal Blue’s then-current hourly rates. Optimal Blue and Customer will mutually agree to these items and document them in writing.  At Optimal Blue’s sole discretion, one-half of the agreed upon estimated cost of such services shall be paid by Customer upon acceptance by Optimal Blue.

9.4 Billing and Taxes. Optimal Blue shall submit invoices by electronic mail to the email address designated by Customer. The Optimal Blue Fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales, use or withholding taxes (“Taxes”). Customer is responsible for paying all Taxes, excluding only Taxes based on Optimal Blue’s net income.

9.5 Payment Method. Payments shall be remitted to Optimal Blue via credit card (i.e. Visa, MasterCard, Discover or American Express).

9.6 Audit/Billing Disputes.

9.6.1 During the Term and for a period of two (2) years thereafter, each Party will keep all usual and proper records related to the Optimal Blue Fees incurred by Customer pursuant to this Agreement.

9.6.2 In the event of a good faith dispute, Customer must notify Optimal Blue in detail in writing as to the nature of the disputed Optimal Blue Fees and the reason for Customer’s disagreement within thirty (30) days of receipt the related invoice from Optimal Blue. Optimal Blue must respond by providing documentation in reasonable detail substantiating the disputed Optimal Blue Fees.  The Parties will make all reasonable attempts to resolve the dispute as amicably as possible within thirty (30) calendar days.  If unable to resolve during the thirty (30) calendar days, the Parties will attempt to resolve the dispute in accordance with Section 11.14.  The payment of the disputed amount will be due upon receipt of invoice after resolution of the dispute. Customer’s withholding of that payment prior to resolution of the dispute will not constitute a breach of this Agreement.

10.1 Indemnification.

10.1.1 By Optimal Blue. Optimal Blue will, at its expense, defend Customer against any claim, demand, suit, or proceeding made or brought against Customer, by a third party alleging that Customer’s use of the Optimal Blue Services within the scope of the Agreement infringes or misappropriates any copyright, trademark, patent, trade secret or other intellectual property right of such a third party (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer, or for amounts paid by Customer under a settlement approved by Optimal Blue in writing, as a result of a Claim Against Customer. If the Optimal Blue Services are claimed to infringe, misappropriate, or otherwise violate any third-party intellectual property rights, Optimal Blue may in its discretion and at no cost to Customer (i) modify or replace the Optimal Blue Services, in whole or in part, to make the Optimal Blue Services (as so modified or replaced) non-infringing, while providing materially similar features and functionality, (ii) obtain the right for Customer to continue to use the Optimal Blue Services as contemplated by the Agreement, or (iii) by written notice to Customer, terminate the Agreement with respect to all or part of the Optimal Blue Services, and require Customer to immediately cease any use of the Optimal Blue Services, or any specified part or feature thereof, provided that Customer shall be entitled to a pro rata refund for any portion of Optimal Blue Services that are terminated pursuant hereto. Notwithstanding the foregoing, Optimal Blue shall have no obligation to defend against or indemnify for any Claims Against Customer to the extent they arise from: (A) any combination, operation, or use of Optimal Blue IP with systems other than those contemplated by this Agreement or the specifications or that may otherwise be approved by such Party; (B) use of the Optimal Blue Services in a manner other than as authorized by the Agreement; or (C) any unauthorized modification, operation or use of Optimal Blue IP by Customer or any third party to the extent such Claim Against Customer is caused by such modification, operation or use. THE FOREGOING STATES OPTIMAL BLUE’S SOLE AND EXCLUSIVE LIABILITY TO CUSTOMER, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AGAINST OPTIMAL BLUE, WITH RESPECT TO ANY THIRD-PARTY CLAIM AGAINST CUSTOMER.

10.1.2 By Customer. Customer will, at its expense, defend Optimal Blue, and personnel against any claim, demand, suit, or proceeding made or brought against Optimal Blue, or personnel by a third party (i) arising from or related to Customer’s or its Authorized Users’ failure to use the Optimal Blue IP in accordance with the terms of the Agreement, any Documentation or any applicable laws, regulations, or third-party contractual obligations, or (ii) alleging that any Customer Data or Optimal Blue’s use of Customer Data within the scope of the Agreement infringes or misappropriates any rights of such a third party (a “Claim Against Optimal Blue”), and will indemnify Optimal Blue, and personnel from any damages, attorney fees and costs finally awarded against Optimal Blue, or for amounts paid by Optimal Blue under a settlement approved by Customer in writing, as a result of a Claim Against Optimal Blue.

10.1.3 Indemnification Procedure. An Indemnified Party must give written notice to the Indemnifying Party as soon as practicable after it becomes aware of any fact, condition or event which may reasonably give rise to such Infringement Claim. An Indemnifying Party will be excused from its indemnification obligations under this clause for the Indemnified Party's failure to give timely notice, only to the extent the Indemnifying Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receiving notice of an Infringement Claim, an Indemnifying Party may exercise its right to defend, at its sole expense, the Indemnified Party against the proceeding by giving the Indemnified Party such notice within ten days. An Indemnifying Party may choose the legal counsel for the defense. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such proceeding, and any appeal arising from the proceeding and employ its own counsel in connection therewith. An Indemnified Party may choose the legal counsel for its participation in the defense. The Parties shall reasonably cooperate with each other in connection with any defense. If the Indemnifying Party fails to promptly and diligently assume the defense of such proceeding after receipt of notice hereunder, the Indemnified Party against which such Infringement Claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party will have the right to participate therein at its own cost. The Indemnifying Party may not compromise or settle any such proceeding or consent to the entry of any judgment related to such proceeding without the prior written consent of the Indemnified Party, (which approval will not be unreasonably withheld), or enter into any settlement negotiations in connection with such proceeding without giving prior written notice to the Indemnified Party.

11.1 Limitation of Liability. OPTIMAL BLUE’S ENTIRE LIABILITY UNDER THE AGREEMENT IN THE AGGREGATE OR IN ANY WAY RELATED TO THE OPTIMAL BLUE SERVICES (INCLUDING WITHOUT LIMITATION OPTIMAL BLUE’S INDEMNIFICATION OBLIGATIONS) WILL BE LIMITED TO THE LESSER OF CUSTOMER’S ACTUAL DIRECT DAMAGES, OR AN AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER TO OPTIMAL BLUE UNDER THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM OR, TO THE EXTENT THAT 12 MONTHS HAVE NOT ACCRUED UNDER THIS AGREEMENT, THE AVERAGE MONTHLY FEES PAID BY CUSTOMER FOR THE SERVICES ALLEGEDLY CAUSING THE DAMAGES, TIMES 12. IN NO EVENT WILL OPTIMAL BLUE BE LIABLE FOR: (A) ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT OR IN ANY WAY RELATED TO THE OPTIMAL BLUE SERVICES; OR (B) ANY LOSS OF REVENUE, PROFITS, GOODWILL OR DATA (INCLUDING DUE TO A VIRUS OR OTHERWISE), BUSINESS INTERRUPTION, FAILURE TO REALIZE EXPECTED SAVINGS, CORRUPTION OF DATA, OR CLAIMS AGAINST CUSTOMER BY ANY THIRD PARTY OTHER THAN AS SET OUT IN SECTION 10.1, EVEN IF OPTIMAL BLUE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THESE LIMITATIONS WILL APPLY REGARDLESS OF HOW THE CLAIM ARISES, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, AND WILL APPLY TO ALL SCHEDULES, AMENDMENTS, SOWS, AND ANY OTHER DOCUMENT RELATED TO THE AGREEMENT. THE FOREGOING LIMITATIONS OF LIABILITY ALLOCATE THE RISKS BETWEEN OPTIMAL BLUE AND CUSTOMER AND FORM A MATERIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. CUSTOMER MUST NOTIFY OPTIMAL BLUE THAT IT IS PURSUING A CLAIM UNDER THIS AGREEMENT WITHIN ONE (1) YEAR OF THE DATE IT KNEW OR SHOULD HAVE KNOWN OF THE BASIS FOR ANY SUCH CLAIM. OPTIMAL BLUE’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN.

11.2 Exclusions. IN THE EVENT OPTIMAL BLUE TERMINATES THIS AGREEMENT IN ACCORDANCE WITH SECTION 5.2.2, SECTION 11.1 SHALL NOT OPERATE TO LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5.

11.3 Unauthorized Modification or Use of Technology Solutions. Optimal Blue will not be responsible for any damages or expenses resulting from the modification or alteration of the Optimal Blue Services by Customer without Optimal Blue's consent, the unauthorized use of the Optimal Blue Services, or from the unintended and unforeseen results obtained by Customer resulting from such use.

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Neither Party will commence or prosecute any action, suit, proceeding or claim arising out of or related to this Agreement other than in the state courts located in Collin County, State of Texas. Each Party hereby irrevocably consents to the jurisdiction and venue of such courts in connection with any such action, suit, proceeding or claim.

12.2 Publicity. Except as otherwise set forth herein, the Parties will work cooperatively to jointly create press releases from time to time, including but not limited to periodic client success case studies.

12.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be sent by any means reasonably used to provide the other Party with notice such as a softcopy (facsimile, e-mail) or hard copy (mail, overnight carrier or hand delivery). Notice shall be addressed to the other Party at the address listed below or to Customer at the Customer’s physical address on file at the time of the notice, with a copy to the e-mail of record at the time of the notice. IT IS THE RESPONSIBILITY OF CUSTOMER TO MAINTAIN ITS ADDRESS, ELECTRONIC MAIL AND TELEPHONE CONTACT INFORMATION WITH OPTIMAL BLUE FOR THE PURPOSES OF NOTIFICATION, AND CUSTOMER ACKNOWLEDGES THIS RESPONSIBILITY. IN THE EVENT NOTIFICATIONS ARE SENT TO CUSTOMER AT AN ERRONEOUS ADDRESS DUE TO LACK OF UPDATED INFORMATION, CUSTOMER WILL REMAIN BOUND BY ANY TERMS, CONDITIONS, ADJUSTMENTS, REVISIONS OR ANY ITEMS SET FORTH IN THE NOTIFICATION. Notice shall be deemed to have been given when the hard copy is received or three days after a soft copy or hard copy is sent, whichever is earlier. Notices shall be sent to the following address:

If to Optimal Blue:
Contact: General Counsel
Optimal Blue, LLC
5340 Legacy Dr.,

Bldg. 2, Suite 250

Plano, TX 75024

12.4 Force Majeure. In the event that either Party is hindered, delayed or prevented by an act of God, flood, hurricane or fire from its performance under this Agreement, the obligations of the Party shall be suspended and proportionately abated during the continuance of such condition, and the Party so affected shall not be liable in damages or otherwise for its failure to perform. In such an event, the delayed Party shall give written notice to the other Party and shall do everything reasonably possible to resume performance as soon as reasonably practicable.

12.5 Right to Audit. Optimal Blue recognizes that Customer’s operations may be audited regularly by various government agencies having supervisory and regulatory authority over Customer. Customer may also be required to audit its vendors and perform periodic vendor risk assessments. Optimal Blue agrees to cooperate with Customer’s efforts to meet its obligations and will use commercially reasonable efforts to comply in a timely manner with Customer’s requests for documentation and information. Requests for inspections, examinations and audits will be scheduled by Optimal Blue on a first come, first served basis in relation to similar requests from other Optimal Blue customers. Optimal Blue will not be obligated to disclose any records, information or procedures relating to any other Optimal Blue customer or that cannot be disclosed to Customer or its auditors due to contractual restrictions imposed upon Optimal Blue by third parties. Optimal Blue may charge Customer for any time in excess of eight hours per year plus materials and out of pocket expense costs incurred by Optimal Blue as a cost of cooperating and assisting with the audit. Except for audits performed by government regulators (“Regulators”), Customer will limit audits to a reasonable duration and no more than once per calendar year (unless specifically required in writing by any applicable Regulators) and no audits may be scheduled to occur during November, December, or January. Any third-party assisting Customer with an audit may be required to sign Optimal Blue’s standard nondisclosure and confidentiality agreement in advance of performing any audits. Customer will provide, and instruct its internal and external auditors to provide, Optimal Blue with a copy of that portion of each written report containing comments concerning Optimal Blue or the Optimal Blue Services provided under this Agreement. Any such time spent by Optimal Blue in support of this Section 12.5, in excess of eight (8) hours annually, shall be charged to the Customer at Optimal Blue’s then current hourly rate for such audit services. Optimal Blue will provide Customer with 24/7 access to an online portal which includes applicable vendor diligence information such as insurance, information security, business continuity, and a SOC or successor assessment reports. This portal may be updated or revised by Optimal Blue at any time without notice.

12.6 Successors and Assigns. This Agreement shall be binding on the Parties and their respective successors and assigns. This Agreement and the rights and obligations hereunder may not be assigned by either Party without the prior written consent of the other Party, except that such consent shall not be required in the event of (a) a recapitalization, reorganization, reincorporation or similar corporate event by either Party, or (b) a merger or acquisition of either Party pursuant to which all of the stock or all or substantially all of the assets of such Party is acquired by another Party, which Party agrees to assume the rights and obligations of the acquired Party under this Agreement. Any assignment in violation of the foregoing will be null and void.

12.7 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties relating to the matters contained herein and supersedes all previous communications, representations or agreements, either oral or written, with respect to the subject matter hereof.

12.8 Amendment. Optimal Blue may revise this Agreement and any other policy at any time by posting a new version of same at its website, and such new version will become effective on the date it is posted.

12.9 Independent Contractors. The Parties are independent contractors and neither Party is an employee, agent, servant, representative, partner, or joint venture of the other. Neither Party has the right or ability to bind the other to any agreement with a third party, nor to incur any obligation or liability on behalf of the other Party without the other Party’s written consent.

12.10 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

12.11 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

12.12 Waiver of Breach. The waiver by either Party of a default or breach or the failure by either party to claim a default or breach of any provision of this Agreement by the other Party shall not be or be held to be a waiver of any subsequent default or breach of the same provision or of any other provision of this Agreement.

12.13 Severability. In the event that any of the terms of this Agreement are or become illegal or unenforceable, such terms shall be null and void and shall be deemed deleted from this Agreement, and all the remaining terms of this Agreement shall remain in full force and effect.

12.14 Dispute Resolution. The Parties agree to attempt to resolve any dispute, controversy or claim arising out of or relating to this Agreement through negotiations between senior management of the Parties. If senior management is unable to resolve the dispute in a mutually acceptable manner within twenty (20) business days of written notice from the aggrieved party (or a timeframe as otherwise mutually agreed upon between the Parties), the Parties then agree to submit any claims, disputes and controversies between or among them in any way relating to this Agreement, the breach of this Agreement or their respective negotiation, execution, modification or extension to binding arbitration to be conducted in Dallas, Texas. The arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. Judgment on any aware rendered by the arbitrator may be entered in any court having competent jurisdiction. This Section 12.14 shall not apply to any cause of action that would entitle a party to injunctive relief.

12.15 NMLS License. The Customer agrees and certifies that they are a licensed entity under Nationwide Multistate Licensing System (“NMLS”). If Optimal Blue discovers that Customer is not a licensed entity, Optimal Blue may revoke the agreement between Customer and Optimal Blue.

12.16 Anti-Trust. Customer agrees to comply any applicable anti-trust law which mandates that no single business can control a market nor may they price-fix.

12.17 Loan Scenario. Brokers who utilize the Loan Scenario platform may be contacted by the Investors who populate in Broker’s searches through the Loan Scenario platform.