AllRegs Online Supplemental Orders
Effective: May 6, 2019
These AllRegs Online Supplemental Order Terms & Conditions (these "Terms") supplement your existing subscription to AllRegs Online. All products ordered via the online portal shall be subject to the terms of your existing agreement, and shall be co-terminus with your existing subscription(s).
ICE MT API and SDK Consulting Services On-Demand Hours Terms & Conditions
Effective: June 19, 2019
These ICE MT API and SDK Consulting Services On-Demand Hours Terms & Conditions (these “Terms”) contain the additional terms and conditions that govern your purchase and use of on-demand hours (“On-Demand Hours”) for API and SDK Consulting Services (“API and SDK Consulting Services”) and are incorporated into the Encompass® Agreement (“Agreement”) between ICE Mortgage Technology, Inc. (“ICE MT,” “we,” “us,” or “our”) and Customer (also referred to herein as “you” or “your”). These Terms take effect when you agree to these Terms upon payment for any On-Demand Hours (“Effective Date”). You represent to us that you have validly entered into these Terms and have the legal power to do so.
Your purchase and use of On-Demand Hours for API and SDK Consulting Services will be governed by these Terms and the Agreement. To the extent there is a conflict between the terms of the Agreement and these Terms, these Terms will control. Additional terms may apply to certain API and SDK Consulting Services, and any such additional terms will be made available to you.
You may only purchase On-Demand Hours if you are currently subscribed to ICE MT’s Encompass® mortgage management solution.
On-Demand Hours may only be used for API and SDK Consulting Services and may not be transferred or used for other services offered by ICE MT, including, without limitation, training, custom development or support services.
On-Demand Hours may be purchased in 4, 8, 12, 16 and 20 hour increments. Customer may not use more than 8 On-Demand Hours per week, Monday – Friday, during normal pacific time zone business hours. All API and SDK Consulting Services will be conducted remotely via web conference sessions and will not be onsite at Customer’s location. If Customer requires that API and SDK Consulting Services are performed onsite at Customer’s location or otherwise require travel and related incidental expenses, the parties will enter into a SOW for such Services. As such, travel and related incidental expenses are not contemplated under these Terms.
Upon purchase of On-Demand Hours, a member of the API and SDK Consulting Services team will contact you to schedule an initial kick-off call to discuss the requested project and appropriate scope of work. On-Demand Hours must be pre-scheduled at least 3 business days prior to use. ICE MT does not guarantee that any project will be completed within the number of On-Demand Hours purchased by you. The API and SDK Consulting Services team will advise Customer when additional On-Demand Hours are required or whether the parties should enter into a SOW based on the project scope and timeline.
You will pay us all applicable fees and charges for On-Demand Hours using a credit card. You must be fully paid prior to use of On-Demand Hours or commencement of API and SDK Consulting Services. Purchases of On-Demand Hours are not confirmed until payment and contact information is received in full.
ICE MT reserves the right to cancel purchased On-Demand Hours for any reason in its sole discretion. In the event of any such cancellation, ICE MT will issue a refund to Customer for pre-paid, unused On-Demand Hours. On-Demand Hours are otherwise non-refundable.
On-Demand Hours will expire sixty (60) days from the date of purchase if not used and Customer will not receive a refund. No exceptions will be made.
CUSTOMER ACKNOWLEDGES AND AGREES THAT (A) THE API and SDK Consulting Services ARE INTENDED TO ASSIST CUSTOMER IN UNDERSTANDING PRODUCT FUNCTIONALITY, AND CUSTOMER WILL REMAIN FULLY RESPONSIBLE FOR ENSURING THAT ITS BUSINESS ACTIVITIES COMPLY WITH APPLICABLE LAWS, RULES, AND REGULATIONS; AND (B) THE API AND SDK CONSULTING SERVICES DO NOT INCLUDE OR CONSTITUTE, AND ICE MT IS NOT PROVIDING TO CUSTOMER, ANY LEGAL SERVICES OR ADVICE. CUSTOMER SHOULD CONSULT WITH ITS OWN COMPLIANCE STAFF OR LEGAL COUNSEL TO ENSURE CUSTOMER’S COMPLIANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.
Customer agrees to the following obligations which Customer acknowledges are necessary to enable ICE MT to successfully perform and deliver all On-Demand Hours:
We may modify these Terms at any time by posting a revised version on the website or by otherwise notifying you. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to purchase or use On-Demand Hours after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check the website regularly for modifications to these Terms.
ICE MT Consulting On-Demand Hours Terms and Conditions
Effective: January 1, 2020
These ICE MT Consulting On-Demand Hours Terms & Conditions (these “Terms”), which are incorporated into the Encompass® Agreement (“Agreement”) between ICE Mortgage Technology, Inc. (“ICE MT,” “we,” “us,” or “our”) and Customer (also referred to herein as “you” or “your”), contain the terms and conditions that govern your purchase and use of on-demand hours (“On-Demand Hours”) for ICE MT Consulting Services (“Consulting Services”). These Terms take effect when you agree to these Terms upon payment for any On-Demand Hours (“Effective Date”). You represent to us that you have validly entered into these Terms and have the legal power to do so.
Your purchase and use of On-Demand Hours for Consulting Services will be governed by these Terms and the Agreement. Additional terms may apply to certain Consulting Services, and any such additional terms will be made available to you. You may only purchase On-Demand Hours if you are currently subscribed to Encompass® Banker or Broker. On-Demand Hours may only be used for Consulting Services and may not be transferred or used for other services offered by ICE MT, including, without limitation, training, custom development or support services. On-Demand Hours may only be used for Consulting Services performed remotely, not onsite. After confirmation of purchase of On-Demand Hours, a member of ICE MT’s Consulting Services team will contact you to schedule an initial kick-off call to discuss the requested project and appropriate scope of work. ICE MT does not guarantee that any project will be completed within the number of On-Demand Hours purchased by Customer. The Consulting Services team will advise Customer when additional hours are needed and whether additional On-Demand Hours should be purchased or whether the parties should enter into a Statement of Work based on the project scope and timeline.
You will pay us all applicable fees and charges for On-Demand Hours using a credit card. You must be fully paid prior to use of On-Demand Hours or commencement of Consulting Services. Purchases of On-Demand Hours are not confirmed until payment and contact information is received in full.
ICE MT reserves the right to cancel purchased On-Demand Hours for any reason in its sole discretion. In the event of any such cancellation, ICE MT will issue a refund to Customer for pre-paid, unused On-Demand Hours. On-Demand Hours are otherwise non-refundable.
On-Demand Hours will expire forty five (45) days from the date of purchase if not used and Customer will not receive a refund. No exceptions will be made.
CUSTOMER ACKNOWLEDGES AND AGREES THAT (A) THE CONSULTING SERVICES ARE INTENDED TO ASSIST CUSTOMER IN UNDERSTANDING PRODUCT FUNCTIONALITY, AND CUSTOMER WILL REMAIN FULLY RESPONSIBLE FOR ENSURING THAT ITS BUSINESS ACTIVITIES COMPLY WITH APPLICABLE LAWS, RULES, AND REGULATIONS; AND (B) THE CONSULTING SERVICES DO NOT INCLUDE OR CONSTITUTE, AND ICE MT IS NOT PROVIDING TO CUSTOMER, ANY LEGAL SERVICES OR ADVICE. CUSTOMER SHOULD CONSULT WITH ITS OWN COMPLIANCE STAFF OR LEGAL COUNSEL TO ENSURE CUSTOMER’S COMPLIANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.
Customer will cooperate reasonably and in good faith with ICE MT in ICE MT’s performance of Consulting Services, including by, without limitation:
In the event of any delays in the performance of Consulting Services caused by Customer, ICE MT may suspend the performance of the Services without liability until Customer complies with this “Customer Participation” section.
We may modify these Terms at any time by posting a revised version on the portal or by otherwise notifying you. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to purchase or use On-Demand Hours after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check the portal regularly for modifications to these Terms.
ICE MT Custom Development Support On-Demand Hours Terms & Conditions
Effective: June 26, 2019
These ICE MT Custom Development Support On-Demand Hours Terms & Conditions (these “Terms”), contains the additional terms and conditions that govern your purchase and use of on-demand hours (“On-Demand Hours”) for Custom Development Support Services (“Custom Development Support Services”) and is incorporated into the Encompass® Agreement (“Agreement”) between ICE Mortgage Technology, Inc. (“ICE MT,” “we,” “us,” or “our”) and Customer (also referred to herein as “you” or “your”). These Terms take effect when you agree to these Terms upon payment for any On-Demand Hours (“Effective Date”). You represent to us that you have validly entered into these Terms and have the legal power to do so.
Your purchase and use of On-Demand Hours for Custom Development Support Services will be governed by these Terms and the Agreement. Additional terms may apply to certain Custom Development Support Services, and any such additional terms will be made available to you.
You may only purchase On-Demand Hours if you are currently subscribed to ICE MT’s Encompass® mortgage management solution.
On-Demand Hours may only be used for Custom Development Support Services and may not be transferred or used for other services offered by ICE MT, including, without limitation, training, custom development or support services.
On-Demand Hours may be purchased in 2, 4, 6, and 8 hour increments. Customer may not use more than 8 On-Demand Hours per week, Monday – Friday, during normal pacific time zone business hours. All Custom Development Support Services will be conducted remotely via web conference sessions and will not be onsite at Customer’s location. If Customer requires that Custom Development Support Services are performed onsite at Customer’s location or otherwise require travel and related incidental expenses, the parties will enter into a SOW for such Services. As such, travel and related incidental expenses are not contemplated under these Terms.
Upon purchase of On-Demand Hours, a member of the Custom Development Support Services team will contact you to schedule an initial kick-off call to discuss the requested project and appropriate scope of work. On-Demand Hours must be pre-scheduled at least 3 business days prior to use. ICE MT does not guarantee that any project will be completed within the number of On-Demand Hours purchased by you. The Custom Development Support Services team will advise Customer when additional On-Demand Hours are required or whether the parties should enter into a SOW based on the project scope and timeline.
You will pay us all applicable fees and charges for On-Demand Hours using a credit card. You must be fully paid prior to use of On-Demand Hours or commencement of Custom Development Support Services. Purchases of On-Demand Hours are not confirmed until payment and contact information is received in full.
ICE MT reserves the right to cancel purchased On-Demand Hours for any reason in its sole discretion. In the event of any such cancellation, ICE MT will issue a refund to Customer for pre-paid, unused On-Demand Hours. On-Demand Hours are otherwise non-refundable.
On-Demand Hours will expire sixty (60) days from the date of purchase if not used and Customer will not receive a refund. No exceptions will be made.
CUSTOMER ACKNOWLEDGES AND AGREES THAT (A) THE CUSTOM DEVELOPMENT SUPPORT SERVICES ARE INTENDED TO ASSIST CUSTOMER IN UNDERSTANDING PRODUCT FUNCTIONALITY, AND CUSTOMER WILL REMAIN FULLY RESPONSIBLE FOR ENSURING THAT ITS BUSINESS ACTIVITIES COMPLY WITH APPLICABLE LAWS, RULES, AND REGULATIONS; AND (B) THE CUSTOM DEVELOPMENT SUPPORT SERVICES DO NOT INCLUDE OR CONSTITUTE, AND ICE MT IS NOT PROVIDING TO CUSTOMER, ANY LEGAL SERVICES OR ADVICE. CUSTOMER SHOULD CONSULT WITH ITS OWN COMPLIANCE STAFF OR LEGAL COUNSEL TO ENSURE CUSTOMER’S COMPLIANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.
Customer agrees to the following obligations which Customer acknowledges are necessary to enable ICE MT to successfully perform and deliver all On-Demand Hours:
We may modify these Terms at any time by posting a revised version on the portal or by otherwise notifying you. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to purchase or use On-Demand Hours after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check the portal regularly for modifications to these Terms.
Encompass EPPS, TPO, and Data Migration Terms and Conditions
Effective: November 1, 2020
These Encompass EPPS, TPO, and Data Migration Terms and Conditions (these “Terms”), which are incorporated into the Master Services Agreement, Encompass Success Based Pricing Agreement, or Encompass SaaS Agreement (as applicable, the “Agreement”) between ICE Mortgage Technology, Inc. (“ICE MT,” “we,” “us,” or “our”) and Customer (also referred to herein as “you” or “your”), contain the terms and conditions that govern your purchase of ICE MT professional services related to (a) your subscription to the Encompass Product and Pricing Service™ (“EPPS”), (b) your subscription to Encompass TPO Connect™ (“TPO Connect”), and/or (c) data migration between your hosted Encompass® environments (the “Data Migration Services” ((a)-(c) together, as applicable, the “Services”). These Terms take effect when you agree to these Terms upon payment for the Services (“Effective Date”). You represent to us that you have validly entered into these Terms and have the legal power to do so.
ICE MT will provide the Services as described during checkout. You may only purchase the Services if you are currently subscribed to Encompass. The Services may only be performed remotely, not onsite. Additional terms may apply to certain Services, and any such additional terms will be made available to you. ICE MT will send you an email confirming delivery of all Services to close the project.
If you are buying Data Migration Services, then after confirmation of purchase of Data Migration Services, a member of ICE MT’s Data Migration team will contact you via email to provide a Migration Request Form and schedule the data migration (pending your completion and return of the Migration Request Form).
You will pay us all applicable fees and charges for the Services using a credit card. You must be fully paid prior to commencement of the Services. Purchases of the Services are not confirmed until payment and contact information is received in full.
ICE MT reserves the right to cancel purchased Services for any reason in its sole discretion. In the event of any such cancellation, ICE MT will issue a refund to Customer for pre-paid, unused Services. The Services are otherwise non-refundable.
If you are buying hours of professional services related to EPPS or TPO Connect, then such hours will expire three months from the date of purchase if not used and Customer will not receive a refund. No exceptions will be made.
Customer will cooperate reasonably and in good faith with ICE MT in ICE MT’s performance of Data Migration Services, including by, without limitation:
Customer will cooperate reasonably and in good faith with ICE MT in ICE MT’s performance of Services related to EPPS and TPO Connect, including by, without limitation:
In the event of any delays in the performance of the Services caused by Customer, ICE MT may suspend the performance of the Services without liability until Customer complies with this “Customer Participation” section.
We may modify these Terms at any time by posting a revised version on the portal or by otherwise notifying you. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to purchase or use the Services after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check the portal regularly for modifications to these Terms.
ICE MT Academy Terms & Conditions
Effective: September 17th, 2020
These ICE MT Academy Terms & Conditions (these “Terms”) contain the terms and conditions that govern your access to and use of any ICE MT Academy Services (defined below) and are an agreement between ICE Mortgage Technology, Inc. (“ICE MT,” “we,” “us,” or “our”) and you or the entity you represent (“you”). These Terms take effect when you agree to these Terms upon payment for any ICE MT Academy Services or, if earlier, when you use any of the ICE MT Academy Services (“Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 11 for definitions of certain capitalized terms used in these Terms.
You may access and use the ICE MT Academy Services in accordance with these Terms. Additional terms may apply to certain ICE MT Courses, and any such additional terms will be included in the Course description or in other additional terms made available to you. To access the ICE MT Academy Services, you must register via the ICE MT Training Site and agree to these Terms. We may add, remove or change the ICE MT Academy Services described on the ICE MT Training Site from time to time without prior notice.
2.1 Fees.
You will pay us all applicable fees and charges for use of and access to the ICE MT Academy Services as described on the ICE MT Training Site using a credit card. You must be fully paid prior to attending or accessing any ICE MT Course or ICE MT Content. ICE MT Course registrations are not confirmed until billing and registrant information is received in full.
2.2 Cancellation; Refunds.
Classroom Courses; Instructor Led Online Courses:
We reserve the right to cancel any Classroom or Instructor Led Online Course or registration at our discretion for any reason by providing notice to you at least 7 calendar days prior to the Course start date. If we cancel any Course or registration for which you have already paid a registration fee for any reason, we will either (a) refund the amount you paid for such Course to the credit card on file; or (b) offer the same Course to you on an alternative date.
If you cancel or reschedule your registration for a Course at least twenty (20) calendar days before the scheduled start date of the Course, we will refund the amount you paid for such Course to the credit card on file or apply that amount toward another Course. If you cancel or reschedule your registration for a Course less than twenty (20) calendar days before the scheduled start date of the Course, the fees for such Course are non-refundable and may not be applied toward any other Courses.
No-shows to Courses will be billed the full registration fee, which cannot be applied towards future Courses. If you miss any portion of a Course, no refunds or partial refunds will be issued.
Subject to the above refund policy, we will attempt to accommodate requests to reschedule Course registrations, subject to Course availability and our discretion.
You may only register for Encompass® training Courses only if you are a current subscribed user of Encompass®.
Encompass Recertification Web-based Courses:
Encompass Recertification Web-based Courses that have been launched by the registered user are non-refundable and non-cancelable. If you have not launched a Course and you cancel or reschedule your registration for the Course within twenty (20) calendar days after purchase, we will refund the amount you paid for the Course to the credit card on file or apply that amount toward another Course. If you cancel or reschedule your registration for a Course more than twenty (20) calendar days after the date of purchase of the Course, the fees for the Course are non-refundable and may not be applied toward any other Courses.
Subject to the above refund policy, we will attempt to accommodate requests to reschedule Course registrations, subject to Course availability.
Continuing Education Courses; AllRegs Education Package Courses:
Continuing Education and AllRegs Education Package Courses that have been launched by the registered user are non-refundable and non-cancelable. If you have not launched a Course and you cancel or reschedule your registration for the Course within fourteen (14) calendar days after purchase, we will refund the amount you paid for the Course to the credit card on file or apply that amount toward another Course. If you cancel or reschedule your registration for a Course more than fourteen (14) calendar days after the date of purchase of the Course, the fees for the Course are non-refundable and may not be applied toward any other Courses.
Subject to the above refund policy, we will attempt to accommodate requests to reschedule Course registrations, subject to Course availability.
Policy Manuals:
Policy manual purchases are non-refundable.
Enrollment Pins:
If you purchase a Course and select to “Enroll Later”, enrollment pin(s) will be issued to enable future enrollment in the selected Course. Enrollment pin(s) will expire 90 calendar days after purchase if not used to enroll in the selected Course. Enrollment pin(s) are non-refundable after the first to occur of (a) 90 calendar days after purchase; or (b) the date the Course becomes non-refundable in accordance with these Terms.
3.1. ICE MT Academy Services License.
As between you and us, we or our licensors own and reserve all right, title, and interest in and to the ICE MT Academy Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license during the term of these Terms to access and use the ICE MT Academy Services solely in accordance with these Terms. Except as provided in this section, you obtain no rights under these Terms from us or our licensors to the ICE MT Academy Services, including any related intellectual property rights.
3.2. License Restrictions.
You may not use the ICE MT Academy Services in any manner or for any purpose other than as expressly permitted by these Terms. You may not, and may not attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any ICE MT Course or ICE MT Content; (b) copy, reproduce or redistribute any ICE MT Course or ICE MT Content; or (c) resell or sublicense any ICE MT Course or ICE MT Content. All licenses granted to you in these Terms are conditional on your continued compliance with these Terms, and will immediately and automatically terminate if you do not comply with any term or condition of these Terms.
ICE MT will handle any personal data relating to you that is provided to ICE MT for the purposes of these Terms in accordance with the ICE MT Privacy Policy. You consent to the collection, storage, use, disclosure and processing of personal data of you by ICE MT in accordance with the ICE MT Privacy Policy for the purposes of these Terms, including to provide the ICE MT Academy Services, to communicate with you about the ICE MT Academy Services and to market or promote the ICE MT Academy Services. You represent and warrant that you are entitled in accordance with applicable laws to provide such personal data to ICE MT for the purposes of these Terms. If you provide personal data to ICE MT on behalf of any third party in connection with the ICE MT Academy Services, you are responsible to such third party for your use and handling of such personal data in accordance with applicable laws.
ICE MT may suspend or terminate your use of the ICE MT Academy Services upon notice for any breach by you of these Terms. ICE MT may also suspend your access to any ICE MT Course if you display behavior that we determine is abusive or disruptive or otherwise poses a risk to ICE MT or any third party. In such event, you will not receive any discount, credit or refund of any fees, expenses or charges payable by you under these Terms in connection with such ICE MT Course. Upon termination, (a) all your rights under these Terms will immediately terminate, (b) you remain responsible for all fees you have incurred through the date of termination, and (c) Sections 3 (except the license granted to you in Section 3.1), 4, 5, 6, 7, 8, 10 and 11 will continue to apply in accordance with their terms.
To the maximum extent permitted by law, and except to the extent caused by us, our employees, agents or subcontractors, you will defend, indemnify, and hold harmless us and our licensors, and each of our respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your use of the ICE MT Academy Services in a manner not authorized by these Terms; or (b) a dispute between you and any third party with respect to use of the ICE MT Academy Services. We may assume control of the defense and settlement of any third party claim of the nature described above at any time.
THE ICE MT ACADEMY SERVICES ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE ICE MT ACADEMY SERVICES OR THESE TERMS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL CONDITIONS AND WARRANTIES, INCLUDING ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ICE MT SHALL NOT BE LIABLE TO YOU FOR PERSONAL INJURY, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL OR LOST PROFITS), UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, EVEN IF ICE MT HAS BEEN ADVISED OF THE RISK OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY (INCLUDING BUT NOT LIMITED TO LIABILITY FOR NEGLIGENCE) OF US, OUR AFFILIATES AND OUR LICENSORS IN CONNECTION WITH THESE TERMS WILL BE LIMITED TO, AT OUR OPTION, (i) REDELIVERY OF THE ICE MT COURSE(S), CONTENT OR SERVICE(S) THAT GAVE RISE TO THE CLAIM; OR (ii) A REFUND OF THE FEES YOU ACTUALLY PAID TO US UNDER THESE TERMS FOR EACH ICE MT COURSE OR ICE MT CONTENT OR OTHER ICE MT ACADEMY SERVICES TO WHICH SUCH CLAIM RELATES.
We may modify these Terms at any time by posting a revised version on the ICE MT Training Site or by otherwise notifying you in accordance with Section 10.3. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to access or use the ICE MT Academy Services after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check the ICE MT Training Site regularly for modifications to these Terms.
10.1. Force Majeure.
ICE MT will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including, subject to applicable law, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
10.2. Independent Contractors; Non-Exclusive Rights.
We and you are independent contractors, and these Terms will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
10.3. Notice.
(a) To You. We will provide any notice to you under these Terms by: (A) posting a notice on the ICE MT Training Site, or (B) sending a message to the email address then associated with your account. Any notices provided by posting on the ICE MT Training Site will be effective upon posting and notices provided by email will be effective when we send the email.
(b) To Us. You may provide legal notice to ICE MT in writing by first class mail, return receipt requested, or national overnight courier, at: Attn: General Counsel, ICE Mortgage Technology, Inc. 4420 Rosewood Drive, Suite 500, Pleasanton, CA 94588.
10.5. No Waivers.
The failure by either party to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit such party’s right to enforce such provision at a later time.
10.8. Dispute Resolution; Governing Law.
(a) Dispute Resolution. You and ICE MT agree that any and all disputes, claims or controversies arising out of or relating to these Terms will be determined by arbitration in San Francisco, California before a single arbitrator, under the JAMS Comprehensive Arbitration Rules & Procedures (or their functional successor). Judgment on the resulting award may be entered by any state or federal court having jurisdiction. You and ICE MT consent to the jurisdiction and venue of the state and federal courts located in San Francisco, California for such purposes. The arbitrator may award the prevailing party any or all of its reasonable attorneys’ fees and expenses (including the arbitrator’s fees/expenses) incurred in connection with the dispute, claim, or controversy. This provision does not preclude the parties from seeking injunctive, provisional, or temporary relief from any state or federal court having jurisdiction.
(b) Governing Law and Attorneys Fees. These Terms are governed in all respects by the substantive laws of the State of California, without regard to its conflict of law rules. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed.
10.9. Entire Agreement.
These Terms, together with the ICE MT Privacy Policy and the ICE MT Terms of Use, form the complete and exclusive agreement between you and ICE MT relating to the ICE MT Academy Services, and they supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties and all other communications between you and ICE MT.
“ICE MT Academy Services” means each ICE MT Course and any ICE MT Content made available to you by us.
“ICE MT Course” or “Course” means each of the training classes made available by us, including those training classes described on the ICE MT Training Site. ICE MT Courses may include in-person or web-based or similar virtual programs. ICE MT Courses do not include any training or instruction made available directly to you by other companies or individuals under separate terms and conditions.
“ICE MT Content” means educational or instructional materials related to ICE MT products or services that we might make available from time to time, including policy manuals, reference materials, participation guides, exams and assessments, either in connection with an ICE MT Course or independently (e.g., available for download from the ICE MT Training Site).
“ICE MT Privacy Policy” means the privacy policy currently referenced at https://www.icemortgagetechnology.com/privacy-policy (and any successor or related locations designated by us), as it may be updated from time to time.
“ICE MT Terms of Use” means the terms of use currently referenced at https://www.icemortgagetechnology.com/terms-of-use (and any successor or related locations designated by us), as it may be updated from time to time.
“ICE MT Training Site” means https://education.elliemae.com/home (and any successor or related site designated by us), as may be updated by us from time to time.
Insights by ICE Mortgage Technology Terms and Conditions
Effective: June 1, 2020
These Insights by ICE Mortgage Technology Terms and Conditions (these “Terms”) are incorporated into the Master Services Agreement, Encompass Success Based Pricing Agreement, or Encompass SaaS Agreement (as applicable, the “Agreement”) between ICE Mortgage Technology, Inc. (“ICE MT”, “we”, “us”, or “our”) and Customer (also referred to herein as “you” or “your”), and capitalized words used but not defined herein will have the meanings set forth in such Agreement. In addition to the terms in the Agreement applicable to all Services, these Terms apply to Customer’s use of Insights by ICE Mortgage Technology™ (“Insights”). These Terms take effect when you agree to these Terms upon payment for Insights (“Effective Date”). You represent to us that you have validly entered into these Terms and have the legal power to do so.
Insights is a cloud application hosted by ICE MT that provides Customer with access to certain industry data including a subset of aggregated, anonymized data pulled from ICE MT’s Encompass mortgage origination platform for Customer to use for its internal business purposes. Insights also lets Customer benchmark Customer Data from its production instance of Encompass against such industry data.
Subject to the Agreement and these Terms, during Customer’s subscription term for Encompass, ICE MT will make Insights available to Customer’s Encompass End-Users to access and use Insights solely for the purposes described in Section 1. Notwithstanding the foregoing, ICE MT may restrict the total number of End-Users with access to Insights upon reasonable notice (which notice may be provided via email or through the Service).
Customer will incur the fees for Insights set forth in the Shopping Cart each month. For the avoidance of doubt, payment obligations for Insights are non-cancelable and fees paid are non-refundable
From time to time, ICE MT may offer Customer new Insights features at no additional charge. Additional terms and conditions may apply to such new features, notice of which may be presented through the Service. Customer’s use of new features following such notice constitutes Customer’s consent to such additional terms and conditions, which will be deemed part of these Terms.
ICE Mortgage Performance Analysis (MPA) Terms and Conditions
Effective: March 1, 2024
These Mortgage Performance Analysis Terms and Conditions (these “Terms”) are incorporated into the Master Services Agreement, Encompass Success Based Pricing Agreement, or Encompass SaaS Agreement (as applicable, the “Agreement”) between ICE Mortgage Technology, Inc. (“ICE MT”, “we”, “us”, or “our”, and formerly Ellie Mae, Inc.) and Customer (also referred to herein as “you” or “your”), and capitalized words used but not defined herein will have the meanings set forth in such Agreement. In addition to the terms in the Agreement applicable to all Services, these Terms apply to Customer’s subscription to Mortgage Performance Analysis (“MPA”). These Terms take effect when you agree to these Terms upon payment for MPA (“Effective Date”). You represent to us that you have validly entered into these Terms and have the legal power to do so.
1. Service Features.
MPA is an independent, third-party analysis provided by MarketWise Advisors, LLC (“MarketWise”) of Customer’s business financials to report back individual cost of origination, financial analysis, and actionable recommendations for Customer plus comparison to peer group averages.
2. Provision of the Service.
Subject to the Agreement and these Terms, during Customer’s subscription term for MPA, Customer will be asked to complete interviews with MarketWise and will receive a quarterly MPA report delivered electronically by MarketWise. Customer acknowledges that ICE MT offers two versions of MPA, one for independent mortgage bankers (non-depositories) and one for banks and credit unions, and Customer represents that it selected the version applicable to it in the Shopping Cart. If ICE MT becomes aware that Customer selected the wrong version in the Shopping Cart, then ICE MT may automatically update the subscription to the correct version and any resulting change in price will be charged or credited, as applicable, to Customer.
3. Fees.
Customer will incur the fees for MPA set forth in the Shopping Cart on an annual basis. For the avoidance of doubt, payment obligations for MPA are non-cancelable during Customer’s subscription term and fees paid are non-refundable.
4. Renewals.
Customer''''s subscription to MPA will automatically renew for additional one-year terms unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term, and should a subscription automatically renew, (a) it will renew under the same terms unless ICE MT provides Customer with notice of any changes to the current terms and (b) it will renew at ICE MT’s then-current standard pricing, provided ICE MT provides notice of any such changes and then-current standard pricing to Customer at least 60 days before the end of the relevant subscription term.
5. Additional Restrictions.
From time to time, ICE MT may offer Customer new MPA features at no additional charge. Additional terms and conditions may apply to such new features, notice of which may be presented via email or through the Service. Customer’s use of new features following such notice constitutes Customer’s consent to such additional terms and conditions, which will be deemed part of these Terms.
AllRegs Online - Single Family Guidelines for Encompass Terms and Conditions
Effective August 1, 2022
These AllRegs Online - Single Family Guidelines for Encompass Terms and Conditions (these "Terms") are incorporated into the Master Services Agreement, Encompass Success Based Pricing Agreement, or Encompass SaaS Agreement (as applicable, the "Agreement") between ICE Mortgage Technology, Inc. ("ICE MT", "we", "us", or "our") and Customer (also referred to herein as "you" or "your"), and capitalized words used but not defined herein will have the meanings set forth in such Agreement. In addition to the terms in the Agreement applicable to all Services, these Terms apply to Customer’s use of AllRegs Online - Single Family Guidelines for Encompass ("SFG for Encompass"). These Terms take effect when you agree to these Terms, enabling access to SFG for Encompass ("Effective Date"). You represent to us that you have validly entered into these Terms and have the legal power to do so.