Appruv - End User License Agreement

Welcome to the web-based Application known as "Appruv" ( the "Application" ) which allows you to generate a loan pre-approval letters for use in connection with your making an offer to purchase a home. This Appruv End User License Agreement ("EULA") governs your use of the Application, which is provided by Appruv, LLC, an Oregon limited liability company ( "Appruv", "we", "our", or "us" ). You may use this Application only if given permission and access by a loan officer ( your "Loan Officer" ) who has purchased a subscription to the Application from us.

BY CHECKING THE "I ACCEPT" BOX WHEN YOU CREATE A USER ACCOUNT OR LOGGING IN TO USE THE APPLICATION, YOU REPRESENT THAT (1) YOU ARE AUTHORIZED BY YOUR LOAN OFFICER TO ACCESS AND USE THE APPLICATION; (2) YOU ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; (3) AND YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD. IF YOU DO NOT AGREE TO THIS EULA, YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE APPLICATION.

1. Definitions. For purposes of this EULA, the following terms have the following meanings:
   1. "Documentation" means user manuals, technical manuals and any other materials that we may provide, in printed, electronic or other form, that describe the installation, operation, use, features, functionality, or technical specifications of the Application.
   2. "Application" means our proprietary web-based software application known as "Appruv" including the Documentation, and all Updates thereto.
   3. "Third Party" means any individual or entity other than Loan Officer, Appruv, or you.
   4. "Update" means any update, bug fix, patch, correction, or subsequent release of the Application that we make generally available at no additional charge to all licensees of the Application.
2. License Grant. Subject to your strict compliance with this EULA, Appruv hereby grants you a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to use the Application solely in accordance with this EULA, for your internal business purposes only. The foregoing license will terminate immediately on the earlier to occur of:
   1. the expiration or termination of your Loan Officer’s subscription to use the Application for any reason;
   2. your ceasing to be authorized by your Loan Officer to use the Application for any or no reason; or
   3. your violation of any of the terms of this EULA.
3. Scope of License. The license granted herein includes the limited right and license to:
   1. Use and access the Application solely for your personal use; and
   2. Generate, download, print, copy, view, display, and transmit pre-approval letters generated using the Application.
4. Copies. All copies of Application:
   1. will be our exclusive property; and
   2. must include all trademark, copyright, patent and other intellectual property rights notices contained in the original.
5. Use Restrictions. You shall not, directly or indirectly:
   1. use the Application beyond the scope of the license granted hereunder;
   2. modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application or any part thereof;
   3. combine the Application or any part thereof with, or incorporate the Application or any part thereof in, any other programs;
   4. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
   5. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
   6. except as expressly allowed in this EULA, copy the Application, in whole or in part;
   7. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any Third Party for any reason, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, Application as a service, cloud or other technology or service;
   8. use the Application in violation of any federal, state or local law, regulation or rule; or
   9. use the Application for purposes of competitive analysis of the Application, the development of a competing Application product or service or any other purpose that is to our commercial disadvantage.
6. Log-in Credentials. You shall not share or disclose your log-in credentials with or to any other individual or entity. If you discover or suspect that your log-in credentials have been accessed or used by anyone other than you, you will promptly change or reset your password.
7. Compliance Measures. The Application may contain technological copy protection or other security features designed to prevent unauthorized use of the Application, including features to protect against use of the Application that is beyond the scope of the license granted in this EULA or that is prohibited by the terms of this EULA. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to any such copy protection or security features.
8. Collection and Use of Information. We may, directly or indirectly through the services of others, including by automated means and by means of providing maintenance and support services, collect and store information regarding your use of the Application, its performance, and equipment on which the Application is installed or through which it otherwise is accessed and used, such as dates and times of use, activities conducted using the Application, the type of web browser used to access the Application, the operating system/platform you are using, your IP address, and your CPU speed. You agree that we may use such information for any purpose related to the Application, including but not limited to improving the performance of the Application, developing updates, and verifying compliance with the terms of this EULA and enforcing our rights, including all intellectual property rights in and to the Application. Our collection and use of information you provide or information about you shall be in compliance with our privacy policy, available at [HYPERLINK].
9. Intellectual Property Rights. You acknowledge that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this EULA, or any other rights to the Application other than to use the Application in accordance with the license granted under this EULA, subject to all terms, conditions and restrictions contained therein and herein. We reserve and shall retain our entire right, title and interest in and to the Application and all intellectual property rights arising out of or relating to the Application. You shall use commercially reasonable efforts to safeguard all Application (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access.
10. Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the United States.
11. Disclaimer Of Warranties. WE MAKE NO WARRANTIES TO YOU, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATIBILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY, OR ANY IMPLIED WARRANTIES RELATED TO THE APPLICATION. WE DISCLAIM ALL WARRANTIES AND REPRESENTATIONS ARISING FROM CUSTOM OR TRADE USAGE OR FROM COURSE OF DEALING OR PERFORMANCE. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, OPERATE WITHOUT INTERRUPTION, OR BE PROVIDED ERROR FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TYPES OF WARRANTIES; THEREFORE, SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.
12. Limitations of Liability. IN NO EVENT WILL WE, OUR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY TO YOU RELATED TO OR ARISING FROM USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE APPLICATION. YOU ARE PROVIDED THE APPLICATION PURSUANT TO AN AGREEMENT BETWEEN US AND YOUR LOAN OFFICER, SOLELY AT YOUR LOAN OFFICER’S DISCRETION. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NO RIGHTS UNDER THE AGREEMENT BETWEEN APPRUV AND YOUR LOAN OFFICER INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY OF APPRUV OR ITS AFFILIATES, OR ANY OF OUR OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE APPLICATION SHALL BE SOLELY TO YOUR LOAN OFFICER PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, AND/OR ENHANCED DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA OR EQUIPMENT DOWNTIME, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE THEORY OF LIABILITY UNDER WHICH ANY SUCH DAMAGES ARE SOUGHT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF CLAIMS; THEREFORE, SOME OR ALL OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
13. Governing Law & Venue. This EULA shall be governed by and construed under the laws of the State of Oregon, without giving effect to any conflict-of-laws principles that would apply a different body of law. Any action brought to enforce or interpret the terms of this EULA shall be brought in the federal or state courts located in Multnomah County, Oregon, and Appruv and you hereby waive any claim or defense that such forum is not convenient or proper. You and Appruv each agree that any such court shall have personal jurisdiction over you and Appruv.
14. Miscellaneous. If any term or provision of this EULA is held to be invalid or unenforceable to any extent, this EULA will continue in full force and effect and such provision will be amended to the least extent necessary to conform to applicable laws and to accomplish the parties’ intentions. Waiver of any provision of this EULA will not result in the waiver of any other provision of this EULA or subsequent waiver of the same provision. Failure or delay of either party at any time to enforce any of the provisions of this EULA will not be construed as a waiver of such provisions or in any way affect the validity of this EULA or parts thereof.