Terms & Conditions


Ellie Mae API and SDK Consulting Services On-Demand Hours Terms & Conditions

Effective: June 19, 2019

These Ellie Mae 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 Ellie Mae, Inc. (“Ellie Mae,” “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.

  1. Purchase of On-Demand Hours.

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 Ellie Mae’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 Ellie Mae, 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.  Ellie Mae 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.

  1. Fees and Payment.

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.

  1. Cancellation and Refunds.

Ellie Mae reserves the right to cancel purchased On-Demand Hours for any reason in its sole discretion.  In the event of any such cancellation, Ellie Mae will issue a refund to Customer for pre-paid, unused On-Demand Hours.  On-Demand Hours are otherwise non-refundable.

  1. Expiration of On-Demand Hours.

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 ELLIE MAE 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.

  1. Customer Participation.

Customer agrees to the following obligations which Customer acknowledges are necessary to enable Ellie Mae to successfully perform and deliver all On-Demand Hours:

  1. Customer will provide Ellie Mae with any system access required to perform requested work, including Encompass access and access to any other necessary/appropriate system environment(s).
  1. Customer will assign a primary point of contact with enough experience to interface with Ellie Mae, provide access information and credentials (as necessary), schedule appropriate meetings to discuss Customer needs and provide any other contacts necessary within Customer’s organization.
  • In the event of any delays in the performance of API and SDK Consulting Services caused by Customer, Ellie Mae may suspend the performance of the API and SDK Consulting Services without liability until Customer complies with this “Customer Participation” section.
  1. Modifications.

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.

Ellie Mae Custom Development Support On-Demand Hours Terms & Conditions

Effective: June 26, 2019

These Ellie Mae 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 Ellie Mae, Inc. (“Ellie Mae,” “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.

  1. Purchase of On-Demand Hours.

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 Ellie Mae’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 Ellie Mae, 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.  Ellie Mae 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.

  1. Fees and Payment.

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.

  1. Cancellation and Refunds.

Ellie Mae reserves the right to cancel purchased On-Demand Hours for any reason in its sole discretion.  In the event of any such cancellation, Ellie Mae will issue a refund to Customer for pre-paid, unused On-Demand Hours.  On-Demand Hours are otherwise non-refundable.

  1. Expiration of On-Demand Hours.

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 ELLIE MAE 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.

  1. Customer Participation.

Customer agrees to the following obligations which Customer acknowledges are necessary to enable Ellie Mae to successfully perform and deliver all On-Demand Hours:

  1. Customer will provide Ellie Mae with any system access required to perform requested work, including Encompass access and access to any other necessary/appropriate system environment(s).
  1. Customer will assign a primary point of contact with enough experience to interface with Ellie Mae, provide access information and credentials (as necessary), schedule appropriate meetings to discuss Customer needs and provide any other contacts necessary within Customer’s organization.
  • In the event of any delays in the performance of Custom Development Support Services caused by Customer, Ellie Mae may suspend the performance of the Custom Development Support Services without liability until Customer complies with this “Customer Participation” section.
  1. Modifications.

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.

Ellie Mae Advisory Consulting On-Demand Hours Terms and Conditions

Effective: May 4, 2018

These Ellie Mae Advisory Consulting On-Demand Hours Terms & Conditions (these “Terms”), which are incorporated into the Encompass® Agreement (“Agreement”) between Ellie Mae, Inc. (“Ellie Mae,” “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 Ellie Mae Advisory Consulting Services (“Advisory 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.

  1.  Purchase of On-Demand Hours.

Your purchase and use of On-Demand Hours for Advisory Consulting Services will be governed by these Terms and the Agreement. Additional terms may apply to certain Advisory 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 Advisory Consulting Services and may not be transferred or used for other services offered by Ellie Mae, including, without limitation, training, custom development or support services. On-Demand Hours may only be used for Advisory Consulting Services performed remotely, not onsite. After confirmation of purchase of On-Demand Hours, a member of Ellie Mae’s Advisory Consulting Services team will contact you to schedule an initial kick-off call to discuss the requested project and appropriate scope of work. Ellie Mae does not guarantee that any project will be completed within the number of On-Demand Hours purchased by Customer. The Advisory 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.

  1.  Fees and Payment.

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 Advisory Consulting Services. Purchases of On-Demand Hours are not confirmed until payment and contact information is received in full.

  1.  Cancellation and Refunds.

Ellie Mae reserves the right to cancel purchased On-Demand Hours for any reason in its sole discretion. In the event of any such cancellation, Ellie Mae will issue a refund to Customer for pre-paid, unused On-Demand Hours. On-Demand Hours are otherwise non-refundable.

  1.  Expiration of On-Demand Hours.

On-Demand Hours will expire ninety (90) days from the date of purchase if not used and Customer will not receive a refund. No exceptions will be made.

  1.  Acknowledgement.

CUSTOMER ACKNOWLEDGES AND AGREES THAT (A) THE ADVISORY 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 ADVISORY CONSULTING SERVICES DO NOT INCLUDE OR CONSTITUTE, AND ELLIE MAE 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.

  1.  Customer Participation.

Customer will cooperate reasonably and in good faith with Ellie Mae in Ellie Mae’s performance of Advisory Consulting Services, including by, without limitation:

  • Providing resource(s) to engage with the Advisory Consulting Services team to set up an initial kick-off meeting to discuss the needs, timeline, and next steps within five (5) business days of initial contact by an Advisory Consulting Services resource.
  • Providing approval or feedback on work completed or as requested without unreasonable delay.
  • Cooperating with Ellie Mae by, among other things, making available, as reasonably requested by Ellie Mae, management decisions, information and approvals necessary to enable Ellie Mae to properly accomplish its obligations and responsibilities.

In the event of any delays in the performance of Advisory Consulting Services caused by Customer, Ellie Mae may suspend the performance of the Services without liability until Customer complies with this “Customer Participation” section.

  1.  Modifications.

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.


Ellie Mae Academy Terms & Conditions

Effective: April 5th, 2018

These Ellie Mae Academy Terms & Conditions (these “Terms”) contain the terms and conditions that govern your access to and use of any Ellie Mae Academy Services (defined below) and are an agreement between Ellie Mae, Inc. (“Ellie Mae,” “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 Ellie Mae Academy Services or, if earlier, when you use any of the Ellie Mae 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.

  1.  Access to the Ellie Mae Academy Services.

You may access and use the Ellie Mae Academy Services in accordance with these Terms. Additional terms may apply to certain Ellie Mae 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 Ellie Mae Academy Services, you must register via the Ellie Mae Training Site and agree to these Terms. We may add, remove or change the Ellie Mae Academy Services described on the Ellie Mae Training Site from time to time without prior notice.

  1.  Fees and Payment.

2.1 Fees.

You will pay us all applicable fees and charges for use of and access to the Ellie Mae Academy Services as described on the Ellie Mae Training Site using a credit card. You must be fully paid prior to attending or accessing any Ellie Mae Course or Ellie Mae Content. Ellie Mae 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 thirty-five (35) 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 thirty-five (35) 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®.

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.

  1.  Proprietary Rights.

3.1. Ellie Mae Academy Services License.

As between you and us, we or our licensors own and reserve all right, title, and interest in and to the Ellie Mae 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 Ellie Mae 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 Ellie Mae Academy Services, including any related intellectual property rights.

3.2. License Restrictions.

You may not use the Ellie Mae 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 Ellie Mae Course or Ellie Mae Content; (b) copy, reproduce or redistribute any Ellie Mae Course or Ellie Mae Content; or (c) resell or sublicense any Ellie Mae Course or Ellie Mae 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.

  1.  Privacy.

Ellie Mae will handle any personal data relating to you that is provided to Ellie Mae for the purposes of these Terms in accordance with the Ellie Mae Privacy Policy. You consent to the collection, storage, use, disclosure and processing of personal data of you by Ellie Mae in accordance with the Ellie Mae Privacy Policy for the purposes of these Terms, including to provide the Ellie Mae Academy Services, to communicate with you about the Ellie Mae Academy Services and to market or promote the Ellie Mae Academy Services. You represent and warrant that you are entitled in accordance with applicable laws to provide such personal data to Ellie Mae for the purposes of these Terms. If you provide personal data to Ellie Mae on behalf of any third party in connection with the Ellie Mae Academy Services, you are responsible to such third party for your use and handling of such personal data in accordance with applicable laws.

  1.  Termination.

Ellie Mae may suspend or terminate your use of the Ellie Mae Academy Services upon notice for any breach by you of these Terms. Ellie Mae may also suspend your access to any Ellie Mae Course if you display behavior that we determine is abusive or disruptive or otherwise poses a risk to Ellie Mae 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 Ellie Mae 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.

  1.  Indemnification.

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 Ellie Mae 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 Ellie Mae Academy Services. We may assume control of the defense and settlement of any third party claim of the nature described above at any time.

  1.  Disclaimers.

THE ELLIE MAE 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 ELLIE MAE 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.

  1.  Limitations of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ELLIE MAE 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 ELLIE MAE 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 ELLIE MAE 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 ELLIE MAE COURSE OR ELLIE MAE CONTENT OR OTHER ELLIE MAE ACADEMY SERVICES TO WHICH SUCH CLAIM RELATES.

  1.  Modifications.

We may modify these Terms at any time by posting a revised version on the Ellie Mae 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 Ellie Mae 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 Ellie Mae Training Site regularly for modifications to these Terms.

  1.  Miscellaneous.

10.1. Force Majeure.

Ellie Mae 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 Ellie Mae Training Site, or (B) sending a message to the email address then associated with your account. Any notices provided by posting on the Ellie Mae 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 Ellie Mae in writing by first class mail, return receipt requested, or national overnight courier, at: Attn: General Counsel, Ellie Mae, 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 Ellie Mae 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 Ellie Mae 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 Ellie Mae Privacy Policy and the Ellie Mae Terms of Use, form the complete and exclusive agreement between you and Ellie Mae relating to the Ellie Mae Academy Services, and they supersede all prior or contemporaneous proposals, oral or written, understandings, representations, conditions, warranties and all other communications between you and Ellie Mae.

  1.  Definitions.

Ellie Mae Academy Services” means each Ellie Mae Course and any Ellie Mae Content made available to you by us.

Ellie Mae Course” or “Course” means each of the training classes made available by us, including those training classes described on the Ellie Mae Training Site. Ellie Mae Courses may include in-person or web-based or similar virtual programs. Ellie Mae Courses do not include any training or instruction made available directly to you by other companies or individuals under separate terms and conditions.

Ellie Mae Content” means educational or instructional materials related to Ellie Mae 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 Ellie Mae Course or independently (e.g., available for download from the Ellie Mae Training Site).

Ellie Mae Privacy Policy” means the privacy policy currently referenced at https://elliemae.com/privacy-policy (and any successor or related locations designated by us), as it may be updated from time to time.

Ellie Mae Terms of Use” means the terms of use currently referenced at https://elliemae.com/terms-of-use (and any successor or related locations designated by us), as it may be updated from time to time.

Ellie Mae 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.

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).