Industry Terms of Use

1. Agreement

This Industry Terms of Use (“Agreement”) constitutes an agreement between You and State Regulatory Registry LLC (“SRR”) and governs Your use of the Nationwide Mortgage Licensing System and Registry (herein referred to as the “System”, as further defined in Section 2). You must obtain a username and password and establish an account (“Your Account”) in order to access the System. You are responsible for all access to and use of the System under Your username and password.

2. Definitions

3. General

(A) This Agreement governs use of the System by (i) You and (ii) persons controlling, employed by or otherwise acting on Your behalf through Your Account. Your use of the System is conditioned upon Your acceptance, without modification, of all provisions of this Agreement. If You are acting as an agent or employee of another entity, You may only agree to this Agreement and establish an account if You have the legal power and authority to bind your principal or employer, as the case may be. Any information accessed, requested or provided through the System must be accessed, requested and used in accordance with this Agreement. SRR reserves any rights not expressly granted under this Agreement. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AND FULLY NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT CLICK “I AGREE” AND DO NOT USE THE SYSTEM.

(C) SRR grants You a non-exclusive license to access and use the System for the purposes described herein and for so long as You comply with this Agreement.

(D) It is Your responsibility to manage Your Account actively and to ensure that (a) all Data submitted by You or on Your behalf is current and correct, and that all deadlines are met. It is Your responsibility to become familiar with the policies and applicable laws of each state agency and federal agency with which You deal or which otherwise has supervisory or regulatory authority over You or Your activities. In some circumstances, the relevant state agency or federal agency may request additional information about You or supervisory or regulatory matters related to You (including, but not limited to, any Application, License, examination or complaint). Further, You may be asked as part of or in connection with any supervisory or regulatory matter to disclose information to third parties. In the event of such a disclosure, SRR will not be responsible for the accuracy or content of any information You submit, nor for the use of Your information by any state agency or federal agency or third parties, whether or not the System facilitates the transmission of such information. SRR is not obligated to release to You or any other party any information maintained by a state agency or federal agency or pertaining to any supervisory or regulatory matter (including, but not limited to, any Application, License, Registration, examination or complaint) without the consent of the relevant state and federal agency or agencies.

(E) You acknowledge and agree that (i) SRR is providing a service for the state agencies and federal agencies that participate in the System, (ii) SRR is not responsible for any decisions made by any state agency or federal agency in connection with any Application, any renewal, update or maintenance of a License or Registration, or any other supervisory or regulatory matter (including but not limited to, any examination or complaint) with respect to You, and that SRR has no authority to alter or waive any requirement of any participating state agency or federal agency, (iii) SRR’s role in the collection and storage of information through the System does not mean that SRR is Your agent and (iv) SRR does not have any responsibility for such information or any use thereof by the state agencies, federal agencies or third parties other than as expressly set out in this Agreement.

(F) The System is operated within the United States of America. SRR makes no representation that the System is appropriate for use at locations outside the United States. Access to the System from jurisdictions where the System is illegal is prohibited. If You access the System from a location outside the United States, You are responsible for compliance with all local laws.

(G) SRR makes no guaranty regarding the future participation of any state agency or federal agency in the System.

(H) You are responsible for protecting the confidentiality of login credentials (including without limitation usernames and passwords). Each individual accessing the System must do so with unique login credentials that can be used only by that individual. You agree to notify SRR immediately if You become aware of the loss, theft or unauthorized use of Your username or password, or any unauthorized access to or use of the System or any information submitted to, contained in or downloaded from the System or provided to You by SRR.

4. Data

(A) For purposes of this Agreement, Data submitted or released to a state agency and/or federal agency will be considered to be under that state agency’s and/or federal agency’s control. If Data is submitted or released to more than one state agency or federal agency, then such Data will be considered to be under the control of each such agency. SRR will not be required to correct or alter any Data unless all state agencies and/or federal agencies that have control of such Data consent to such change.

(B) A state and/or federal agency will, after expiration of the License granted by such state agency, the expiration of a Registration, or the completion of any other supervisory or regulatory matter continue to have access to the Data.

(C) Every state agency participating in the System will have access to a subset of Data that is Shared Information. Every federal agency participating in the System will have access to a subset of Data concerning Registered Loan Originators that is Shared Information. Every state agency and federal agency participating in the System will have access to Data for applicants that hold a License and a Registration either concurrently or consecutively.

(D) SRR will retain all Data in the System for a minimum of five (5) years after such time that You no longer hold a valid License, maintain a Registration, or have any other supervisory or regulatory matters (including but not limited to examinations or complaints) relevant to You through or in the System.

(E) SRR may collect and manipulate Data for the purpose of disseminating Data aggregated on a state, regional or national level. SRR may also copy, process, store and distribute Data consistent with SRR’s performance of its obligations to the state agencies and federal agencies participating in the System. Data may be checked against other state and federal regulatory agency databases, the Social Security Administration or financial services or securities industry self-regulatory organization databases, or commercial databases, and Data may be shared with relevant state agencies and/or federal agencies and financial services or securities industry self- regulatory organizations. You grant SRR the right to use Your contact information from time to time for the purposes of issuing communications concerning the System to You.

• (a) Your publicly available Data described in subsection (F); and
• (b) information about the jurisdictions in which You have applications for licensure pending. Surety bond companies or producers utilizing the System for purposes of issuing requested electronic bonds may also request You to provide them with certain additional information through the System, but only to the extent that such information is necessary for them to complete the particular surety bond form required by the state agency.

5. Changes

(A) SRR reserves the right to change this Agreement and other guidelines or rules posted on the System (including the System Privacy Notice) from time to time at its sole discretion. SRR will provide notice of material changes to this Agreement at the resource center and will send an e-mail to You notifying of such changes. The most current form of these terms will be available at http://mortgage.nationwidelicensingsystem.org/about/Pages/Policies.aspx. Your access and/or use of the System constitutes Your acknowledgement and acceptance of the terms of this Agreement as they may exist at the time of such access or use. You should periodically check the “Applicant Agreement” link on the home or login page to view the then-current terms. SRR does not accept or advocate alternative means of accessing or logging into the System; if You do access or log-into the System from a means other than the login page and method provided by SRR, You may be at risk of not receiving periodic notices that are made available by SRR to System users on (or associated with) the SRR-provided login page and method (e.g., notices of a change to the terms of this Agreement). If You nonetheless use such an alternative means of accessing or logging into the System, then such access and/or use of the System constitutes Your acknowledgement and acceptance of the terms of this Agreement as they may exist at the time of such access or use.

(B) SRR has the right at any time without notice or obligation to You to change or discontinue any aspect or feature of the System, including, but not limited to, functionality, content, hours of availability, and equipment needed for access or use.

(C) This Agreement may be altered or amended only in writing by SRR.

6. Equipment

You are responsible for obtaining and maintaining all equipment required for access to and use of the System and all charges and costs related thereto. These equipment requirements are published on the Schedule of System Requirements (accessible at http://mortgage.nationwidelicensingsystem.org/about/Pages/TechnicalRequirements.aspx) and may be amended from time to time.

7. Your Conduct

(A) You may use the System for lawful purposes only. You may not post or transmit through the System any material that violates or infringes in any way upon the rights of others, that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, that encourages conduct that would constitute a criminal offense, give rise to civil liability to SRR or otherwise violate any law, or that, without SRR’s express prior written approval, contains advertising or any solicitation with respect to products or services. Any conduct by You that, in SRR’s sole determination, restricts or inhibits any other user from using or enjoying the System will not be permitted. Unless otherwise specifically set forth herein, You may not use the System, or the content contained therein or obtained therefrom, to advertise or perform any commercial solicitation. In no event may You offer to others any content of any kind retrieved from the System. You agree that You will not use content of any kind retrieved from the System to develop or create a database to be sold, leased, furnished, licensed or made otherwise available (either commercially or free of charge). You agree that You will not use, or allow others to use, any data mining, robots, or similar data gathering and extraction methods to monitor or copy the System in bulk, or to make voluminous, excessive or repetitive requests for information. You further agree that You will not use any device, software or routine to bypass any software or hardware that prohibits volume requests for information, You will not interfere with or attempt to interfere with the proper working of the System, and You will not take any action that imposes an unreasonable or disproportionately large load on the System.

(B) The System contains copyrighted material, trademarks and other proprietary information. SRR, the relevant state agencies and federal agencies or SRR’s Licensors own all copyright in the selection, coordination, arrangement and enhancement of such information and data, as well as in some or all of the content original to it. The System contains links to and accesses proprietary databases of SRR and third parties and employs proprietary software of SRR and third parties. The software applications, materials or services accessible through the System are created by or on behalf of SRR, the state agencies and/or the federal agencies. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the software applications, materials or services hosted on or obtained from the System, in whole or in part. You may download content from the System, the state agencies and/or the federal agencies for Your personal and professional use only and only to the extent permitted by this Agreement. Any information or content You download from the System or receive from SRR must be protected using the appropriate security measures and may not be retained longer than necessary to achieve the purposes outlined in herein. Except as otherwise expressly permitted by law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of SRR and, if applicable, the owner of any proprietary rights in such material. In the event of any permitted copying, redistribution or publication of content obtained from the System, no changes in or deletion of author attribution, trademark legend or copyright notice may be made. You acknowledge that You do not acquire any ownership rights by downloading material from the System.

(C) You may not upload, post or otherwise make available on the System any material protected by copyright, trademark or other proprietary right without the express written permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by law rests with You. You will be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to the System, You automatically grant to, or warrant that the owner of such material has expressly granted, SRR a royalty-free, perpetual, irrevocable, non-exclusive, unlimited right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright or other right that may exist in such material. You hereby grant SRR the rights to edit, copy, publish and distribute any material made available on the System by You or on Your behalf.

(D) The foregoing provisions of Section 7 are for the benefit of SRR, its affiliates and its Third- Party Content Providers and Licensors and the state agencies and federal agencies participating in the System, and each will have the right to assert and enforce such provisions directly or on its own behalf.

8. Disclaimer of Warranty; Limitation of Liability

(A) USE OF THE SYSTEM IS AT YOUR SOLE RISK. SRR, ITS AFFILIATES, THIRD- PARTY CONTENT PROVIDERS, LICENSORS AND THE STATE AGENCIES AND FEDERAL AGENCIES PARTICIPATING IN THE SYSTEM AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS MAKE NO WARRANTY (i) THAT THE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE; (ii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SYSTEM OR (iii) AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MATERIALS PROVIDED THROUGH THE SYSTEM, OR ANY PART THEREOF, INCLUDING THE SAFE MORTGAGE LOAN ORIGINATOR TEST NATIONAL AND STATE COMPONENTS.

(B) THE SYSTEM, INCLUDING THE SAFE MORTGAGE LOAN ORIGINATOR TEST NATIONAL AND STATE COMPONENTS, IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES THAT ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION BY VIRTUE OF THE LAWS APPLICABLE TO THIS AGREEMENT.

(C) THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT SRR, ITS AFFILIATES, THIRD-PARTY CONTENT PROVIDERS, LICENSORS AND THE STATE AGENCIES AND FEDERAL AGENCIES PARTICIPATING IN THE SYSTEM AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR ANYONE ELSE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

(D) IN NO EVENT WILL SRR, ITS AFFILIATES, THIRD-PARTY CONTENT PROVIDERS, LICENSORS AND THE STATE AGENCIES AND FEDERAL AGENCIES PARTICIPATING IN THE SYSTEM AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SYSTEM OR SOFTWARE UNDERLYING THE SYSTEM BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SYSTEM. YOU HEREBY ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION APPLY TO ALL CONTENT ON, AND SERVICES PROVIDED THROUGH, THE SYSTEM INCLUDING THE SAFE MORTGAGE LOAN ORIGINATOR TEST NATIONAL AND STATE COMPONENTS. IN ADDITION TO THE TERMS SET FORTH ABOVE, SRR, ITS AFFILIATES, THIRD- PARTY CONTENT PROVIDERS, LICENSORS AND THE STATE AGENCIES AND FEDERAL AGENCIES PARTICIPATING IN THE SYSTEM AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE, REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE SYSTEM, INCLUDING THE SAFE MORTGAGE LOAN ORIGINATOR TEST NATIONAL AND STATE COMPONENTS, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO YOU, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY OR FOR ANY DISCIPLINARY OR REGULATORY ACTION TAKEN THEREUPON. SRR, ITS AFFILIATES, THIRD-PARTY CONTENT PROVIDERS, LICENSORS AND THE STATE AGENCIES AND FEDERAL AGENCIES PARTICIPATING IN THE SYSTEM AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. SRR, ITS AFFILIATES, THIRD-PARTY CONTENT PROVIDERS, LICENSORS AND THE STATE AGENCIES AND FEDERAL AGENCIES PARTICIPATING IN THE SYSTEM AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS DO NOT WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF INFORMATION AVAILABLE THROUGH THE SYSTEM INCLUDING THE SAFE MORTGAGE LOAN ORIGINATOR TEST NATIONAL AND STATE COMPONENTS.

(E) The foregoing provisions of Section 8 are for the benefit of SRR, its affiliates and its Third- Party Content Providers and Licensors and the state agencies and federal agencies participating in the System, and each will have the right to assert and enforce such provisions directly or on its own behalf.

9. Monitoring

SRR has the right, but not the obligation, to monitor the content of the System, including chat rooms and forums, to determine compliance with this Agreement and any other rules established by SRR and to satisfy any law, statutes, regulations, guidelines or authorized government request. SRR has the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on the System. Without limiting the foregoing, SRR has the right to remove any material that SRR, in its sole discretion, finds to be in violation of this Agreement.

10. Indemnification

You agree to defend, indemnify and hold harmless SRR, its affiliates, Third-Party Content Providers, Licensors and the state agencies and federal agencies participating in the System and their respective directors, officers, employees and agents from and against all claims, fees, costs and expenses, including attorneys’ fees, arising out of or in connection with Your Account or Your use of the System.

11. Termination

SRR has the right to immediately terminate Your Account in the event of any conduct by You, which SRR, in its sole determination, considers to be unacceptable, or in the event of any breach by You of this Agreement. The provisions of Sections 3, 4, 7, 8, 10 and this Section 11 will survive such termination. If You breach any of the terms of this Agreement or fail to pay any fees required for the services provided under this Agreement, SRR may disable Your Account, pursue collections against You, and terminate or temporarily suspend Your access to, participation in and use of the System and require You to immediately destroy any materials downloaded or printed from the System in violation of this Agreement.

12. Trademarks

“SRR”, “NMLS”, “Nationwide Mortgage Licensing System”, “Nationwide Multistate Licensing System”, “Nationwide Mortgage Licensing System and Registry” and associated logos are trademarks and/or service marks of SRR. All rights reserved.

13. Third-Party Content

(A) Use of some third-party materials included on the System may be subject to other terms and conditions typically found in a separate license agreement or “Read Me” file located near such materials. SRR is a distributor (and not a publisher) of content supplied by Third-Party Content Providers and users. Accordingly, SRR has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers or any other users of the System are those of the respective author(s) or distributor(s) and not of SRR. Neither SRR nor any Third-Party Content Provider guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 8 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.)

(B) In many instances, the information available through the System represents the opinions and judgments of the respective Third-Party Content Provider or other users not under contract with SRR. SRR neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the System or the software applications, content or services accessible through the System. Under no circumstances will SRR, its affiliates, Third-Party Content Providers, Licensors and the state agencies and federal agencies participating in the System and their respective directors, officers, employees and agents be liable for any loss or damage caused by Your reliance on information obtained through the System. It is Your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the System. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

(C) The System may contain links to websites operated by persons or entities other than SRR. Such hyperlinks to other websites, whether to a home page or some other page on a website, are provided for Your reference and convenience only. You agree not to hold SRR, its affiliates, Third-Party Content Providers, Licensors and the state agencies and federal agencies participating in the System and their respective directors, officers, employees and agents responsible for the content or operation of such websites. A link from the System to another website does not imply or mean that SRR endorses the content on that website or the operator or operations of that website. You are solely responsible for determining the extent to which You use any content at any other websites to which the System links.

14. Privacy and Breach Notification

Data submitted to a state agency or federal agency will be subject to the public information, privacy and breach notification laws and policies of such agency.

15. Digital Millennium Copyright Act of 1998 (“DMCA”) Policy: Copyrights and DMCA Copyright Agent

SRR respects the rights of all copyright holders and in this regard, SRR has adopted and implemented a DMCA Policy, which provides for the termination of Your and other users’ rights to access the System in appropriate circumstances (e.g., repeat infringement).

16. Miscellaneous

(B) All use of the System and the export, re-export or distribution of SRR software products are subject to U.S. economic sanction laws and regulations administered by the U.S. Treasury Office of Foreign Assets Control and other agencies, including the Office of Export Enforcement of the Department of Commerce. These agencies maintain and update lists of prohibited countries and individuals and administer sanctions against U.S. corporations and individuals conducting business with designated entities.

(C) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.

(D) This Agreement will be construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws rules. The parties hereto agree that the jurisdiction for any claim brought under this Agreement will be the County of Arlington, Virginia. The parties hereto expressly waive any right to a jury trial.

(E) No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

(F) If any of these terms, or the application thereof to any individual, entity or circumstance, is deemed to any extent to be invalid or unenforceable, the remainder of these terms, or the application of such terms or provisions to persons or circumstances other than those as to which they are invalid or unenforceable, will not be affected thereby, and each term and provision of these terms will be valid and enforceable to the fullest extent permitted by law.

(G) Except as otherwise set forth in this Agreement, no third party will be entitled to enforce these terms against the respective parties as third-party beneficiaries thereof.

(H) The section headings used herein are for convenience only and are not be given any legal import.

(I) This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns. You may not assign any of its rights or delegate any of its obligations under this Agreement, other than to an affiliate, without the prior written consent of SRR.