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Grant of License

Grant of License from Mortgage Market Guide and MorSystems to Client, Subject to the terms and conditions of this Agreement, Mortgage Market Guide and MorSystems grant to Client a limited, non-exclusive, non-transferable, personal license during the term of this Agreement to do the following: (a) to access the Mortgage Market Guide and MorSystems Web Site over the Internet and to use the Mortgage Market Guide and MorSystems Web Site, including without limitation any Mortgage Market Guide and MorSystems Content contained in the Mortgage Market Guide and MorSystems Web Site, in marketing Client's products and services to its customers and for Client's internal business purposes in performing loan origination and loan processing services for Client's customers and their lenders. (b) to access the Loan Officer Tools over the Internet through hyperlinks from the Mortgage Market Guide and MorSystems Web Site to the Loan Officer Tools for Client's internal business purposes in performing loan origination and loan processing services for Client's customers and their lenders. (c) to participate in such marketing programs as Mortgage Market Guide and MorSystems may from time to time develop and make generally available for use by its Mortgage Broker Affiliates for purposes of attracting borrowers and Realtor® Affiliates and their clients to Mortgage Market Guide and MorSystems web sites operated by Mortgage Market Guide and MorSystems on behalf of their Mortgage Broker Affiliates such as Client.

Grant of License from Client to Mortgage Market Guide and MorSystems, Subject to the terms and conditions of this Agreement, Client grants to Mortgage Market Guide and MorSystems a limited, non-exclusive, non-transferable, royalty-free license during the term of this Agreement to edit, modify, adapt, translate, exhibit, publish, transmit, copy, produce, display, perform, prepare derivative works from and use the Client Content and the Client Branding Materials, solely in connection with Client's Web Site and/or Mortgage Market Guide and MorSystems' performance of their obligations under this Agreement.

MORTGAGE MARKET GUIDE AND MORSYSTEMS, Inc., claim as their exclusive commercial and intellectual property a number of trademarks and copyrights (all rights reserved) for text, interface design, and graphics used for both our printed and electronic publishing. In addition, the proprietary software-programming and applications created by MORTGAGE MARKET GUIDE AND MORSYSTEMS for use by its licensed customers are protected by copyright and other international laws.

Permitted Use of MORTGAGE MARKET GUIDE AND MORSYSTEMS Service Marks and Trademarks
MORTGAGE MARKET GUIDE AND MORSYSTEMS service marks and trademarks (collectively, "Marks") identify the products and services of MORTGAGE MARKET GUIDE AND MORSYSTEMS, Inc., and let the public know the source and ownership of those products and services. Providing that you employ standard Marks usage and include proper attribution, you may use our Marks (without modification) in only the following without our written permission: their appearance in advertising and promotional materials with respect to those services provided by MORTGAGE MARKET GUIDE AND MORSYSTEMS; or when editorial reference is made to our products and services (for example, in a magazine article); or when creating or publicizing an Internet link to our Web sites.
· You may not use MORTGAGE MARKET GUIDE AND MORSYSTEMS Marks, whether design or word marks, in any of the following ways:

In a product name or publication title unrelated to MORTGAGE MARKET GUIDE AND MORSYSTEMS;
As (or within) your own trademarks;
To identify products or services that do not originate from MORTGAGE MARKET GUIDE AND MORSYSTEMS;
In a manner likely to cause public confusion;
In a manner that implies inaccurately that we sponsor, endorse, or are connected with your own products and services;
In a manner that disparages MORTGAGE MARKET GUIDE AND MORSYSTEMS.

If you want to use the MORTGAGE MARKET GUIDE AND MORSYSTEMS Marks in a way not mentioned or described here, you must get written permission from MORTGAGE MARKET GUIDE AND MORSYSTEMS.

Proper Attribution of the MORTGAGE MARKET GUIDE AND MORSYSTEMS Service Mark (SM)
When you use the MORTGAGE MARKET GUIDE AND MORSYSTEMS’ Marks, you must include one of the following brief statements reflecting MORTGAGE MARKET GUIDE AND MORSYSTEMS' ownership of the Marks:
"MORTGAGE MARKET GUIDE AND MORSYSTEMS are service marks of MORTGAGE MARKET GUIDE AND MORSYSTEMS, Inc."
"The MORTGAGE MARKET GUIDE AND MORSYSTEMS name and logo are service marks of MORTGAGE MARKET GUIDE AND MORSYSTEMS, Inc., in the United States and other countries." MORTGAGE MARKET GUIDE AND MORSYSTEMS Service Marks and Trademarks
Following are MORTGAGE MARKET GUIDE AND MORSYSTEMS' primary service marks, some of which may have registration (®) pending in the U.S.A. and elsewhere. This list is not exhaustive. MORTGAGE MARKET GUIDE AND MORSYSTEMS may own other trademarks that are not included here:

MORTGAGE MARKET GUIDE AND MORSYSTEMS, Mortgage Market Guide and MorSystems Express, Mortgage Market Guide and MorSystems Executive MORTGAGE MARKET GUIDE AND MORSYSTEMS Trade Names
The following list of MORTGAGE MARKET GUIDE AND MORSYSTEMS' primary trade names I are not exhaustive. Each may own other trade names that are not included here:

MORTGAGE MARKET GUIDE AND MORSYSTEMS
MORTGAGE MARKET GUIDE Inc. AND MORSYSTEMS, Inc.
Borroware®
MorData™
MorLoans™
MMGCustomSites

Copyrighted Materials - PERSONAL USE
MORTGAGE MARKET GUIDE AND MORSYSTEMS authorizes you to view, download, copy, and print for PERSONAL USE our documents and graphics published on this Web site subject to the following conditions:

Our documents and graphics must not be modified and must be used by you solely for personal
(noncommercial) purposes of education and information. The documents and graphics may not be
re-published or distributed in print or via electronic transmission.
The following copyright notice must continue to appear in each document: "Copyright © 1999 to 2007 by MORSYSTEMS, Inc. All rights reserved."
This authorization does not include materials owned by other companies or individuals whose documents and graphics appear on the MORTGAGE MARKET GUIDE AND MORSYSTEMS Web site, or on Web sites which we host as a service to our customers.

You may not duplicate, reproduce, make derivative works of or distribute the design or layout components of the MORTGAGE MARKET GUIDE AND MORSYSTEMS Web site in your printed publications, Web site, or electronic media without the express written permission of MORTGAGE MARKET GUIDE AND MORSYSTEMS, Inc.

Copyrighted Materials - COMMERCIAL USE

At all times, you may not duplicate, reproduce, make derivative works of, or distribute our materials (including all documents, graphics, design elements, trademarks, and logos) from the MORTGAGE MARKET GUIDE AND MORSYSTEMS Web site or printed matter for any commercial purpose without the express written permission of MORTGAGE MARKET GUIDE AND MORSYSTEMS, Inc. Permission may be granted only when certain limited criteria are met. MORTGAGE MARKET GUIDE AND MORSYSTEMS reserve the right to refuse permission to duplicate, reproduce, distribute, make derivative works of, or publish any of its copyrighted material. To request such permission, please send a letter by postal mail or express delivery to our corporate-headquarters office; mark the letter "PERMISSION REQUEST - Copyrighted Materials" and provide the following details:

Provide your full name, title, company name, complete business address, email address, and telephone number.
Describe the MORTGAGE MARKET GUIDE AND MORSYSTEMS materials you wish to redistribute; if possible, include printed pages with the desired materials circled.
Tell us exactly how the MORTGAGE MARKET GUIDE AND MORSYSTEMS materials will be used (in a newsletter? within your Web site? within e-mails to customers?), and to what audience you are sending our materials. If available, you must provide a complete previous issue of the publication (such as a printed newsletter, Internet pages, or CD-ROM disc) in which MORTGAGE MARKET GUIDE AND MORSYSTEMS materials would later be included. Alternately, provide an accurate "mockup" sample of your future publication with our materials included.
Describe fully the intended reasons for your redistribution of MORTGAGE MARKET GUIDE AND MORSYSTEMS materials. Describe all fees or other compensation which the recipients of your publication with our materials must pay for the publication.
Provide an overview of: how many printed copies of your publication will include our materials, and how they will be distributed; and/or how many viewers will see our materials in electronic form (Internet, television, CD-ROM, and so on).
Provide your scheduled dates for first and last publication of our materials, after which our permission will no longer be in effect.
Describe all other content (text, photos, illustrations, Internet links, and so on) that will be associated or distributed with the MORTGAGE MARKET GUIDE AND MORSYSTEMS materials.
MORTGAGE MARKET GUIDE AND MORSYSTEMS will work promptly to provide you with written permission or a written statement explaining why the permission cannot be granted.

· Copyrighted Software
All software applications, programming code, and related documentation made available for download or access from MORTGAGE MARKET GUIDE AND MORSYSTEMS' Web site are the copyrighted work of MORTGAGE MARKET GUIDE AND MORSYSTEMS, Inc., which retains ownership of software, underlying code, and documentation. Ownership is not transferred to the user; instead, we license the use of our proprietary software, code, and its documentation to our customers, and continued use of software, code, and documentation remains subject to the terms of our license agreement.

· Copyright Infringement
MORTGAGE MARKET GUIDE AND MORSYSTEMS respect the intellectual property of other companies and individuals, and we expect our business partners to do the same. If you believe that your copyrighted material has been reproduced and is accessible anywhere in our Web site (or Web sites we host for our customers) in a manner which constitutes copyright infringement, please send a letter to our corporate-headquarters office immediately by postal mail and provide the following information:

Your full name, title, company name, complete business address, email address, and telephone number.
A description of the copyrighted work which you claim has been infringed, with the full name and legal signature of the copyright owner or their authorized agent.
A description of the infringing activity, including: the location of the original or an authorized duplicate of the copyrighted work (for example the complete Internet-page address where the work is available, or the printed document in which it was published); also the complete Internet-page address in our Web site(s) where the material that you claim is infringing is located.
A statement by you, made under penalty of perjury, that the information you provide to support your claim of copyright infringement is accurate, that you are furthermore the copyright owner or their authorized agent, and that you believe in good faith that the disputed use is not authorized by the copyright owner, their agent, or applicable law.

MORTGAGE MARKET GUIDE AND MORSYSTEMS, INC. SOFTWARE LICENSE AGREEMENT
This Mortgage Market Guide and MorSystems Software and Website License Agreement (the “Agreement”) supplements the Mortgage Market Guide and MorSystems Services Agreement between MORSYSTEMS, Inc., a California corporation with its principal place of business at 200 Clock Tower Place, Carmel CA 93923 (“MorSystems”) and the CLIENT (“Licensee”) identified on the Order Form attached thereto, as it relates to the Mortgage Market Guide and MorSystems Software and Website identified in the Software and Website License (the “Software and Website ”). By ordering such Software and Website, Licensee agrees that the Software and Website License for such Software and Website shall incorporate the terms and conditions set forth below. Mortgage Market Guide and MorSystems may amend these terms and conditions upon notice to Licensee. The latest version of these terms and conditions will be posted on the Mortgage Market Guide and MorSystems Web Site, and Licensee agrees to review them prior to using the Software and Website.
1. GRANT OF LICENSE.
(a) Single-User License. If the license granted hereunder as identified on Mortgage Market Guide and MorSystems Services Agreement (Order Form) is for a single user, then, subject to the terms and conditions of this agreement and subject to Licensee’s payment of the applicable license fees set forth on Mortgage Market Guide and MorSystems Services Agreement (Order Form), Mortgage Market Guide and MorSystems hereby grant to Licensee a non-exclusive, non-transferable license to install and use the Software, in machine-readable object code form only, on a single computer for use by a single individual.
(b) Multi-User License. If the license granted hereunder as identified on Mortgage Market Guide and MorSystems Services Agreement (Order Form) is for multiple users, then, subject to the terms and conditions of this Agreement and subject to Licensee’s payment of the applicable license fees set forth on Mortgage Market Guide and MorSystems Services Agreement (Order Form), Mortgage Market Guide and MorSystems hereby grant to Licensee a non-exclusive, non-transferable license to install and use the Software, in machine-readable object code form only, on the number of non-networked computers for use by the number of individual users as specified on Mortgage Market Guide and MorSystems Services Agreement (Order Form). Licensee may only use the Software only on the authorized number of computers and only by the authorized number of users. Mortgage Market Guide and MorSystems will provide Licensee with a license code key that enables the Software to be used on the designated computer or computers. Licensee agrees not to attempt, or permit any third party, to modify or tamper with the normal function of any license manager or similar function in the Software that regulates usage or copying of the Software.
(c) General License Terms. Licensee may make one copy of the Software for backup and/or archival purposes, provided that Licensee reproduces on such copy all copyright and other proprietary rights notices set forth on or in the original Software. For each user of the Software authorized under Section 1(a) or 1(b) above, Licensee may print one paper copy of the documentation for internal use by such user.
2. RESTRICTIONS. LICENSEE AGREES THAT IT SHALL NOT, IN WHOLE OR IN PART, AT ANY TIME DURING THE TERM OF OR AFTER ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT: (a) SELL, ASSIGN, SUBLICENSE, LEASE, RENT, TIMESHARE, GRANT A SECURITY INTEREST IN, DISTRIBUTE OR OTHERWISE TRANSFER THE SOFTWARE; (b) COPY OR REPRODUCE THE SOFTWARE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (c) DISCLOSE THE SOFTWARE TO ANY OTHER INDIVIDUAL OR ENTITY WITHOUT THE PRIOR WRITTEN CONSENT OF MORTGAGE MARKET GUIDE AND MORSYSTEMS; (d) MODIFY, TRANSLATE, ADAPT, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE FOR, OR CREATE DERIVATIVE WORKS BASED ON, THE SOFTWARE OR MERGE THE SOFTWARE INTO ANY OTHER SOFTWARE; or (e) ALLOW ANY THIRD PARTY TO DO ANY OF THE ACTS DESCRIBED IN SECTIONS 2(a) THROUGH 2(d) ABOVE.
3. OWNERSHIP AND PROPRIETARY RIGHTS. The Software, its structure, organization and code, and all documentation relating to the Software, are the confidential and proprietary property of Mortgage Market Guide and MorSystems and/or its licensors, and all right, title and interest in and to such property and any and all copies of the Software (in whole or in part, and in any form) shall remain with Mortgage Market Guide and MorSystems and/or its licensors, both during the term of and after any expiration or termination of this Agreement. Licensee acknowledges that Mortgage Market Guide and MorSystems and/or its licensors have patent, copyright, trademark, trade secret and other intellectual property rights in the Software under United States and other foreign patent, copyright, trademark, trade secret and other intellectual property laws and international treaties, and that all such patent, copyright, trademark, trade secret and other intellectual property rights remain the exclusive property of Mortgage Market Guide and MorSystems and/or its licensors at all times. Licensee shall not alter or remove any copyright or other proprietary notices on the Software or any other materials provided pursuant to this Agreement.
4. SUPPORT. A portion of the initial license fees as set forth on Mortgage Market Guide and MorSystems Services Agreement (Order Form) will be applied to the fee for technical support and maintenance for the Software for the initial period Mortgage Market Guide and MorSystems Software License Agreement Rev 041503 Page 1 shown on Mortgage Market Guide and MorSystems Services Agreement (Order Form), which Mortgage Market Guide and MorSystems will provide in accordance with its standard technical support and maintenance policies in effect as of such time. Thereafter, Mortgage Market Guide and MorSystems will provide technical support and maintenance for the Software only upon Licensee’s payment of Mortgage Market Guide and MorSystems’ then-current Standard Fee Schedules for technical support and maintenance posted on the Mortgage Market Guide and MorSystems Web Site from time to time during the term of this Agreement.
5. LIMITED WARRANTY. For a period of ninety (90) days from the Effective Date, Mortgage Market Guide and MorSystems warrant that: (a) the media on which the Software is distributed, if any, will be free from defects in material and workmanship under normal use; and (b) when run on supported hardware in accordance with the Mortgage Market Guide and MorSystems documentation, the Software will operate substantially in accordance with and conform to the Mortgage Market Guide and MorSystems documentation for the Software. In the case of defective media, Mortgage Market Guide and MorSystems’ entire liability and Licensee’s exclusive remedy will be the replacement of the media. In the case of nonconforming Software, Mortgage Market Guide and MorSystems’ entire liability and Licensee’s exclusive remedy will be that Mortgage Market Guide and MorSystems will, at their sole discretion, provide Licensee with either corrections to the nonconforming Software or a refund of Licensee’s license fee for such Software.
6. DISCLAIMER OF WARRANTIES. LICENSEE EXPRESSLY UNDERSTANDS AND AGREES ASFOLLOWS:
(a) EXCEPT FOR THE LIMITED WARRANTIES PROVIDED IN SECTION 5 ABOVE, THE SOFTWARE AND ANY OTHER MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED TO LICENSEE ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY NATURE. MORTGAGE MARKET GUIDE AND MORSYSTEMS EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF MORTGAGE MARKET GUIDE AND MORSYSTEMS HAVE BEEN INFORMED OF SUCH PURPOSE, AS WELL AS ALL WARRANTIES ARISING FROM A COURSE OF DEALING OR CUSTOM OF TRADE WITH RESPECT TO THE SOFTWARE. LICENSEE’S USE OF THE SOFTWARE IS AT LICENSEE’S SOLE RISK. NO AGENT OF MORTGAGE MARKET GUIDE AND MORSYSTEMS ARE AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF MORTGAGE MARKET GUIDE AND MORSYSTEMS AS EXPRESSLY SET FORTH HEREIN. (b) MORTGAGE MARKET GUIDE AND MORSYSTEMS MAKE NO WARRANTY THAT (i) THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, (ii) THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
(c) NO ACCOUNTING, FINANCIAL, LEGAL OR TAX ADVICE OR COUNSEL IS GIVEN, OR SHALL BE DEEMED TO HAVE BEEN GIVEN, BY THE SOFTWARE.
7. LIMITATION OF LIABILITY. IN NO EVENT SHALL MORTGAGE MARKET GUIDE AND MORSYSTEMS OR ITS LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION), OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES INCURRED BY CLIENT OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, OR THE PERFORMANCE OR NON-PERFORMANCE OF THE SOFTWARE, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF MORTGAGE MARKET GUIDE AND MORSYSTEMS HAVE BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL MORTGAGE MARKET GUIDE AND MORSYSTEMS OR THEIR LICENSORS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AGGREGATE AMOUNT OF FEES PAID BY LICENSEE TO MORTGAGE MARKET GUIDE AND MORSYSTEMS DURING THE PRECEDING TWELVE (12) MONTHS HEREUNDER. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE AND INDEPENDENT OF ANY FAILURE OF ESSENTIAL PURPOSE OF THE LIMITED WARRANTY AND REMEDIES PROVIDED HEREUNDER.
8. TERM AND TERMINATION.
(a) Term. The term of this Agreement shall commence upon the Effective Date and will continue until terminated in accordance with its terms. If client terminates site before term has been fulfilled, there will be an early termination fee charged at the time of cancellation in the amount of $199 or the remainder of the hosting fees due (which ever is less).
(b) Termination. Client must give 30 days written notice to terminate agreement. Mortgage Market Guide and MorSystems may terminate this Agreement effective upon written notice if Licensee fails to comply with any of the terms and conditions of this Agreement. This Agreement shall terminate immediately without notice from Mortgage Market Guide and MorSystems if the license fee is refunded for any reason, including without limitation pursuant to the Limited Warranty in Section 5.
(c) Effect of Termination. Upon any expiration or termination of this Agreement, Licensee shall: (i)
cease using the Software, website and any other materials provided pursuant to this Agreement, (ii) cause its employees and agents to destroy and to certify to the destruction of all copies of the Software, website and any other materials provided pursuant to this Agreement, (iii) return all original copies of the Software, website and any other materials provided pursuant to this Agreement to Mortgage Market Guide and MorSystems, and (iv) make no further use of any of the Software, website and any other materials provided pursuant to this Agreement for any purpose. Notwithstanding the foregoing, the terms of Sections 2, 3, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive any expiration or termination of this Agreement.
9. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and website are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government and parties acting on its behalf is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR §52.227-19, as applicable.
10. EXPORT RESTRICTIONS. Licensee understands that the Software, website and all documentation and technical data relating to such Software and website, and any direct product thereof, are subject to U.S. export control laws and regulations, including without limitation the U.S. Export Administration Regulations (15 C.F.R. Parts 730- 774). Licensee represents and warrants that it: (a) understands that the Mortgage Market Guide and MorSystems Software and website, and such documentation and technical data are subject to export controls under the EAR, (b) is not located in a prohibited destination country under the EAR or U.S. sanctions regulations, (c) is not a Denied Party, Specially Designated National, or other person or entity prohibited from receiving exports/re-exports by U.S. law; and (d) will not export, re-export, or transfer the Software, and website, documentation, technical data or direct products thereof in violation of U.S. export control laws or regulations.
11. PUBLICITY. Unless otherwise stated by Licensee in writing, Licensee agrees that Mortgage Market Guide and MorSystems may use Licensee’s name, including Licensee’s trademark(s) or trade name(s), and comments about the Software and website in connection with publicity and marketing of the Software and website.
12. GENERAL. (a) Entire Agreement; Amendment. This Agreement, including any Mortgage Market Guide and MorSystems Services Agreement to which it may be incorporated herein and made a part hereof by this reference, and any Exhibits, Schedules or Appendices referred to in and attached hereto or thereto, sets forth the entire understanding and supersedes all prior and contemporaneous agreements between the parties relating to the subject matter contained herein and merges all prior and contemporaneous discussions, agreements and understandings, both verbal and written, between them regarding such subject matter. No modifications, additions, or amendments to this Agreement shall be effective unless set forth in a writing referencing this Agreement and signed by a duly authorized representative of the party to be bound thereby, except as otherwise provided pursuant to the Mortgage Market Guide and MorSystems Services Agreement. All provisions of this Agreement shall take precedence over any conflicting terms and
conditions of any purchase orders, invoices or other instruments which may be issued by either party, unless otherwise agreed by both parties in writing.
(b) Governing Law. This Agreement shall be governed in all respects by the laws of California
applicable to agreements negotiated, executed and performed in California between California corporations without regard to its conflicts of laws rules, whether one or more of the parties shall now be or hereafter become a resident of another state or country.
(c) Dispute Resolution. Any and all disputes relating to or arising in connection with this Agreement shall be resolved by exclusive, binding arbitration. In such case, both parties agree to the appointment of three (3) arbitrators, with one arbitrator selected by each party, and the third selected by the American Arbitration Association (“AAA”). The arbitration shall be conducted in Monterey County, California in accordance with the commercial arbitration rules, regulations and procedures of the AAA then in effect, and the decision of the arbitration panel shall be final and binding on both parties. Judgment on the arbitrators’ award may be entered by any court having jurisdiction. Each party to this Agreement hereby consents to the jurisdiction and venue of the U.S. federal and California state courts located in Monterey County, California for such purposes.
(d) Attorneys’ Fees. If any action or proceeding shall be commenced to enforce or interpret this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party, all reasonable attorneys’ fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding and any negotiations to avoid such action or proceeding.
(e) Notices. Every notice or other communication required or contemplated by this Agreement shall be in writing and shall be deemed received and effective (i) on the date of personal delivery, (ii) on the date it is officially recorded as delivered to the intended recipient when sent by postage prepaid, return receipt requested, registered or certified mail (airmail if available), or the equivalent of registered or certified mail under the laws of the country where mailed, or in the absence of such record of delivery, the effective date shall be presumed to have been the fifth (5th) business day after it was deposited in the mail, (iii) on the date it is officially recorded as delivered to the intended recipient when sent by internationally recognized overnight courier, such as Federal Express, DHL or UPS, or in the absence of such record of delivery, the effective date shall be presumed to have been the third (3) business day after delivery to such courier, or (iv) the date transmitted by facsimile with a confirmation copy sent simultaneously by one of the other methods permitted under this Section 12(e), in each case addressed to the addresses identified in the introduction to this Agreement. Notice not given in writing shall be effective only if acknowledged in writing by a duly authorized representative of the party to whom it was given. In the event Licensee otherwise needs to contact Mortgage Market Guide and MorSystems, it may contact Mortgage Market Guide and MorSystems as follows:
(f) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is determined by a court of applicable jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be modified or deleted in such a manner so as to make the Agreement as modified valid, legal and enforceable, and the remainder of this Agreement shall not be affected thereby.