Cyberlink Terms of Service — eRAMP

1.Description of Product

eRAMP enables authorized MERS members and mortgage-industry participants to prepare, submit, receive, and manage MERS-related transactions and related information. Depending on the licensed version, eRAMP is installed and operated within the Customer’s own computer, server, network, and database environment and may use a Microsoft Access or Microsoft SQL Server database.

2.Services, Subscription, Fees, and Payments

(a) Service

The Product facilitates authorized transaction processing between the Customer and MERS and may interact with customer-controlled systems or other authorized technology platforms.

(b) Subscription and Fees

Where eRAMP is provided under a monthly subscription, subscription fees are based on the applicable pricing plan or tier communicated to the Customer. Unless otherwise agreed in writing, subscriptions renew automatically each month until terminated by Cyberlink or the Customer. Cyberlink may change fees upon at least 30 days’ notice.

(c) Cancellation

To cancel a monthly subscription, the Customer must provide written notice by email to [email protected] or by mail to the address in Section 15. Unless Cyberlink agrees otherwise in writing, termination becomes effective at the end of the applicable billing period. Amounts already incurred remain due and payable.

(d) Payment Processing

Cyberlink may accept payment by invoice or through Cyberlink-authorized third-party payment services. When a Customer submits credit-card, debit-card, bank-account, ACH, or similar payment information through a third-party hosted payment form, the payment information is transmitted to and processed by the applicable payment provider. Cyberlink does not intend to store complete credit-card numbers, card security codes, online banking credentials, or complete ACH banking credentials in Cyberlink’s own business databases when payments are submitted through those systems.

If a Customer asks an authorized Cyberlink representative to manually process a payment, Cyberlink may receive payment information solely for that authorized purpose and enter it into an approved payment-processing system. Cyberlink does not intend to retain complete payment credentials in its general business records after processing, except to the extent securely retained by the payment provider for authorized recurring payments or as permitted or required by law.

Payment processing is also subject to the applicable third-party provider’s terms, privacy policy, and security practices.

(e) Promotions

Cyberlink may modify or discontinue trials, coupons, credits, or promotional offers at its discretion, subject to the specific terms of the applicable offer.

3.Customer Data and Privacy Responsibilities

(a) Customer-Controlled eRAMP Data

eRAMP is an on-premise product. Consumer, borrower, mortgage-loan, and other information entered into or processed through eRAMP is stored in the Customer’s locally controlled database and computing environment. During normal operation of the Product, Cyberlink does not receive, collect, or store the consumer or borrower Personally Identifiable Information (PII) contained in the Customer’s on-premise eRAMP database.

(b) Customer Responsibility

The Customer controls the information entered into, stored in, or transmitted through its eRAMP installation and is responsible for maintaining appropriate security, access controls, user permissions, backups, retention practices, and regulatory compliance for its computers, servers, databases, networks, and related systems. The Customer is also responsible for establishing the lawful basis, authority, permissions, and notices required for information it processes or transmits using eRAMP.

(c) Support Information

Customers should not provide Cyberlink personnel with consumer or borrower PII unless Cyberlink specifically requests the information and it is reasonably necessary for an authorized support or service purpose. Customers must not send Social Security numbers, complete payment credentials, bank-account credentials, or consumer mortgage-loan PII to Cyberlink by ordinary email.

(d) Privacy Policy

Cyberlink’s Privacy Policy explains Cyberlink’s information practices for its websites, products, services, customer relationships, support activities, and payment processing. The Privacy Policy is incorporated into these Terms by reference and is available on Cyberlink’s website at www.oncyberlink.com. If these Terms and the Privacy Policy address the same privacy or data-handling subject, they should be read together; the Privacy Policy controls with respect to Cyberlink’s privacy practices.

4.Use of Third-Party Services

The Product or Cyberlink’s related services may connect with or rely on third-party systems, including MERS, loan-origination systems, payment processors, authentication providers, hosting or infrastructure providers, and other technology platforms. Cyberlink does not control the independent privacy, security, availability, or operational practices of third parties. Information provided directly to a third party is subject to that third party’s applicable terms, privacy policy, and security practices.

The Customer is responsible for maintaining any third-party accounts, memberships, credentials, permissions, licenses, or agreements required for the Customer’s use of those third-party systems.

5.User Conduct

The Customer and its authorized users must comply with applicable laws, regulations, contractual requirements, MERS requirements, and these Terms. The following uses of the Product are prohibited. The Customer and its authorized users may not:

• Use the Product for unlawful, fraudulent, abusive, or unauthorized purposes.
• Interfere with or disrupt networks, systems, services, or security controls connected to the Product.
• Attempt to gain unauthorized access to another account, system, network, or data.
• Transmit material that violates applicable law or infringes third-party rights.
• Use the Product in a manner that creates unreasonable security, operational, or legal risk to Cyberlink or others.

Cyberlink may suspend or restrict access when reasonably necessary to address suspected misuse, security threats, legal requirements, or material violations of these Terms.

6.Proprietary Rights and License

Subject to payment of applicable fees and compliance with these Terms, Cyberlink grants the Customer a limited, non-exclusive, non-transferable right to use the Product for the Customer’s internal business purposes. eRAMP and its software, documentation, designs, interfaces, and related intellectual property are proprietary to Cyberlink or its licensors and are protected by applicable intellectual-property laws.

Except as expressly authorized by Cyberlink in writing, the Customer may not resell, sublicense, copy, distribute, publish, modify, create derivative works from, reverse engineer, decompile, disassemble, or attempt to derive source code from the Product, except to the limited extent a restriction is prohibited by applicable law. All rights not expressly granted are reserved.

7.Accounts, Passwords, and Security

The Customer is responsible for safeguarding account credentials, passwords, MERS credentials, system access, and user permissions under its control. The Customer must promptly notify Cyberlink of known or suspected unauthorized use of Cyberlink-provided accounts or other security incidents that may materially affect the Product or Cyberlink systems.

8.Product Changes and Availability

Cyberlink may update, modify, replace, or discontinue features of the Product as reasonably necessary for security, compatibility, legal compliance, third-party requirements, product improvement, or business reasons. Because eRAMP depends in part on customer systems, MERS, internet connectivity, and other third-party technology, Cyberlink does not guarantee uninterrupted availability of all external systems or integrations.

9.Changes to These Terms

Cyberlink may update these Terms periodically to reflect changes in the Product, services, technology, business practices, or legal requirements. Cyberlink will revise the Last Updated date when these Terms change. Material changes may also be communicated through Cyberlink’s website, customer communications, or other appropriate methods when required by applicable law. Continued use after the effective date of revised Terms constitutes acceptance to the extent permitted by law.

10.Termination

Cyberlink may suspend or terminate the Customer’s right to use the Product if the Customer materially breaches these Terms, fails to pay amounts due, provides materially inaccurate information, uses the Product unlawfully, creates a material security risk, or if Cyberlink discontinues the Product. The Customer may terminate a monthly subscription by providing the notice described in Section 2.

Upon termination, the Customer’s right to use the Product ends in accordance with the applicable license, subscription, order, or written agreement. Termination does not eliminate payment obligations or provisions that by their nature should survive.

11.Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT AND RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CYBERLINK DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CYBERLINK DOES NOT WARRANT THAT THE PRODUCT, MERS, CUSTOMER SYSTEMS, THIRD-PARTY INTEGRATIONS, OR RELATED SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET EVERY CUSTOMER REQUIREMENT.

Nothing in these Terms excludes any warranty or right that cannot lawfully be excluded.

12.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CYBERLINK WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, OR GOODWILL, ARISING FROM OR RELATED TO THE PRODUCT OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Except for liability that cannot lawfully be limited, Cyberlink’s aggregate liability arising from or related to the Product or these Terms will not exceed the fees paid by the Customer to Cyberlink for the Product during the three months immediately preceding the event giving rise to the claim.

13.Indemnity

The Customer will defend, indemnify, and hold harmless Cyberlink and its officers, directors, employees, contractors, and agents from third-party claims, damages, liabilities, costs, and reasonable attorneys’ fees arising from or related to:

• Customer-provided data, content, instructions, or transactions that violate law or third-party rights;
• the Customer’s unauthorized, fraudulent, or unlawful use of the Product;
• the Customer’s breach of these Terms; or
• the Customer’s failure to maintain required authority, permissions, security, or compliance for information under the Customer’s control.

Cyberlink will provide reasonable notice of a covered claim and reasonable cooperation at the Customer’s expense. The Customer may not settle a claim in a manner that admits liability by Cyberlink or imposes obligations on Cyberlink without Cyberlink’s written consent.

14.Compliance and Legal Disclosures

The Customer is responsible for determining that its use of eRAMP and the information it processes or transmits through the Product complies with applicable laws, regulations, contractual requirements, investor requirements, MERS requirements, and the Customer’s own privacy and information-security policies.

Cyberlink may disclose information when reasonably necessary to comply with law, regulation, subpoena, court order, or lawful government request; investigate fraud or unlawful activity; protect the security or integrity of Cyberlink systems; enforce Cyberlink agreements and legal rights; or protect the rights, property, or safety of Cyberlink, its customers, users, or others.

15.General Terms and Contact Information

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles. Subject to any applicable written agreement between the parties, any legal action arising from these Terms must be brought in a court of competent jurisdiction in Los Angeles County, California.

If any provision is held invalid or unenforceable, the remaining provisions remain in effect. Cyberlink’s failure to enforce a provision is not a waiver. The Customer may not assign these Terms or its rights to use the Product without Cyberlink’s prior written consent. Cyberlink may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, or similar business transaction.

These Terms, together with any applicable order, license agreement, subscription agreement, statement of work, and the incorporated Privacy Policy, constitute the agreement governing the subject matter addressed here. If a separately signed agreement expressly conflicts with these Terms, the separately signed agreement controls for that conflict.

Questions, notices, support requests, or reports of violations may be submitted to: