THIRD PARTY VENDOR PARTICIPATION TERMS
This THIRD PARTY VENDOR PARTICIPATION TERMS are between Strategic Compliance Partners ("SCP") acting on behalf and for the benefit of third party Lenders that are subscribers to ShareDiligence ("Subscribers") and the vendor identified in the space provided below ("Vendor").
1. The Parties Agree that Vendor wishes to maintain information including but not limited to licenses, reports, materials and other items responsive to the due diligence questionnaires submitted by ShareDiligence on behalf of Selected Subscribers (the "Information"). As Defined herein Selected Subscribers are lenders that subscribe to the ShareDiligence and that have requested and been approved by Vendor to access and review the Information. The Information will only be made available to Selected Subscribers, provided that Vendor's contact information and its status as a Vendor on the ShareDiligence platform shall be generally available to all Subscribers to facilitate the mutual development of new business relationships between Vendor and other Subscribers.
2. Vendor acknowledges that as part of such due diligence Vendor must adopt and adhere to policies and practices that are consistent with the rules set forth in, among other things, the TILA-RESPA Integrated Disclosure and in furtherance of the best interests of Subscribers' customers.
3. Vendor recognizes that this Agreement does not create any right to or expectation of continuing or future business with any Subscriber or Selected Subscriber and there is no continued promise of work or required ongoing business relationship that would prevent the Vendor from ceasing to provide services and/or require Subscriber or Selected Subscribers to use the Vendor's services.
4. Nothing herein creates an employment relationship, affiliation, joint venture, partnership, agency, or franchise relationship between Vendor and either SCP and/or any Subscriber or Selected Subscriber.
5. Vendor agrees represents, and warrants (i) that all Information is complete and accurate as of the date it is provided; and (ii) Vendor will voluntarily and immediately report to SCP any fact, incident, or event subsequent thereto which renders the Information inaccurate, incomplete, outdated, or untimely. Any and Information will be considered approved by and submitted from Vendors' board of directors/Management, who represent herein that they are fully advised and kept abreast of all compliance deficiencies, needs, and improvements relative to their organization on an ongoing basis.
6. If Vendor chooses to place its pricing information on ShareDiligence, Vendor agrees to maintain such price information accurately and update any prices within 60 days prior to a change thereof. Vendor agrees to adhere to honor all then-current prices it chooses to list on the system, as provided to Selected Subscribers through SCP.
7. Vendor will not delegate any aspect of the performance of its Services without prior written disclosure to or consent from Selected Subscribers.
8. Vendor agrees that in handling nonpublic personal information ("NPI") it will comply in all respects with the privacy provisions at Subtitle A of Title V of the Gramm-Leach-Bliley Act and with the regulations of the applicable federal agency implementing such provisions, and with any applicable state privacy laws. Vendor shall not, without the consumers consent in accordance with the Gramm Leach Bliley Act, share or disclose NPI.
9. Vendor represents that it has implemented and will maintain an information security program that is designed to (i) ensure the security and confidentiality of NPI, (ii) protect against any anticipated threats or hazards to the security or integrity of NPI, and (iii) protect against unauthorized access to or use of NPI that could result in substantial harm or inconvenience to the Subscriber(s) or its customers. In addition and not by way of limitation, Vendor shall be responsible for maintaining security for its own systems, servers, and communications links as necessary to protect the security and integrity of the Selected Subscriber's systems and servers on which NPI is stored, and protect against unauthorized access to or use of its own systems and servers on which NPI is stored. Vendor acknowledges that Selected Subscriber(s) will be providing it with valuable proprietary information ("Confidential Information"), including but not limited to information regarding Subscriber's products, programs, underwriting policies, procedures and customers. Except as necessary to perform its obligations under this Agreement or as required by law, Vendor will not disclose any Confidential Information to any person outside that party's organization and will limit access to this information within its organization on a strict "need to know" basis. Vendor agrees to notify all of its directors, officers, employees and other agents of its obligations regarding Confidential Information and will cause such directors, officers, employees and other agents to comply with such obligations. This paragraph will survive the termination of this Agreement.
10. Upon reasonable notice, Vendor agrees to allow Selected Subscribers full access to enter into and inspect its premises and perform any reasonably necessary due diligence to ensure Vendor’s policies, procedures, operations, and practices do not pose a risk or threat to Subscribers’ customers. Notwithstanding the foregoing, Vendor's may refuse such access in which case this agreement shall be terminated immediately effective upon such refusal.
11. To the extent permissible under the Real Estate Settlement Procedures Act, if Vendor makes any material misrepresentations or omissions concerning the information, Vendor will make whole any customer of Selected Subscriber(s) to the maximum extent permitted by law, if such customer is damaged as a result of any such act or omission.
12. SCP agrees and acknowledges that in connection with its due diligence, it will receive information from Vendor that may be confidential and/or proprietary. SCP agrees that it will treat such information disclosed in connection with its due diligence as proprietary and confidential and except for disclosure to Selected Subscribers, SCP will not share such information with any third parties or use it for any other purpose without Vendor's prior written consent. Notwithstanding the foregoing, SCP may share such information if compelled by valid legal process provided that SCP informs Vendor of any such process as soon as is practicable. The Parties agree that information that is generally available to the public and/or that SCP learned from any third party is not considered Confidential and/or proprietary.
13. Termination. Except as set forth in paragraph 10, Either SCP or Vendor may terminate this Agreement for any reason or for no reason by giving the other party seven (7) days' prior written notice.
14. Third Party Beneficiaries. The Parties acknowledge and agree that Selected Subscribers are intended third party beneficiaries to this Agreement and are entitled to rely upon the representations, promises and obligations contained herein, and may enforce such obligations to the same extent as if they were an actual party to this Agreement.
15. Limit of Liability and Hold Harmless. SCP shall not be liable to Vendor under any theory of liability, legal or equitable, in connection with the services contemplated in this Agreement and/or SCP's use, maintenance, delivery, or information disseminated through or in connection with ShareDiligence to Subscribers except to the extent of any fees paid by Vendor to SCP. Vendor shall similarly not be liable to SCP under any theory of liability, legal or equitable, in connection with the services contemplated in this Agreement. Notwithstanding the foregoing, nothing herein shall be construed to negate the obligations to Selected Subscribers' customers set forth in paragraph 11 of this Agreement.
16. Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties hereto with respect to the use of ShareDiligence and it may not be modified except in writing signed by all parties hereto. No oral promises, assurances, agreements, or understandings either prior or subsequent to the execution of this Agreement are binding or may be relied upon except and unless incorporated herein.