"Consumer Credit Data" shall mean any information used by LoanChoice loan selection system, obtained either directly or indirectly (including from the Participating Broker), which bears on a consumer's creditworthiness or credit capacity, and which is used or expected to be used in whole or in part for the purpose of serving as a factor in the loan selection and Conditional Approval process according to the Participating Lenders guidelines. 

"LoanChoice Underwriter" shall mean the loan selection and conditional approval system offered by EZdesk, Inc. under the trade name "LoanChoice".

"FCRA" shall mean the federal Fair Credit Reporting Act, codified at 15 U.S.C. §1681 et seq., and the Federal Trade Commission's Official Staff Commentary to the Fair Credit Reporting Act.

"Mortgage Loan Summary" shall refer to the submission by a mortgage loan applicant of financial information and identification of the specific property to secure the mortgage loan for the purpose of obtaining an underwriting decision.

"Participating Broker" shall mean any broker that is authorized to use the LoanChoice loan selection and conditional approval system to assist them in securing their clients acceptable mortgage loan products.

"Participating Lender" shall mean any wholesale mortgage lender that makes their product searchable in the LoanChoice system for Mortgage Brokers. 

"Reasonable Cause" shall mean an acceptable reason for a mortgage broker not completing a submission to the lender selected in LoanChoice.  EZdesk will have sole authority in determining whether the cause was acceptable or created a breach in the agreement to be offset by fee or other penalty.  

"Web site" shall mean the websites and processes offered by EZdesk, Inc., known as "LoanChoice," which is accessible by member lenders (the "Participating Lenders") and member brokers (the "Participating Brokers"), with the purpose of permitting such lenders and brokers to share loan application information and loan program information obtained from through LoanChoice, including credit data, loan registrations, loan locks, mortgage insurance certificates and additional information as may be made available from time to time.

1. License. LoanChoice hereby grants to Broker, on the terms and conditions set forth in this Agreement, the non-exclusive right and license to participate in the web site and process known as LoanChoice as a Participating Broker.  In operating the site and process, LoanChoice is acting neither as a broker nor a lender.

2. Independent Parties. Broker hereby expressly acknowledges, understands and agrees that, in using the LoanChoice system for processing and evaluation of Mortgage Loan Summaries and for the purpose of submitting Mortgage Loans Summaries to Lenders, LoanChoice, along with its technology provider and licensor, Conversant Strategy, Inc., shall be acting as an independent intermediary and not as an agent for broker, borrower or lender.  Further the Broker agrees, LoanChoice is not performing an underwriting recommendation, but acting as an interpreting and transaction HUB between Broker and Lender.  Broker also expressly acknowledges, understands and agrees that LoanChoice's role shall not extend beyond the limited purposes set forth herein, and, for all other purposes, there shall be no such principal and agent, co-broker, partner or joint venturer relationship. Moreover, Broker shall in no way misrepresent to third parties the limited extent of the relationship and may only use the term Broker Participant", "User", "Member" or "Subscriber" when describing the relationship between Broker and LoanChoice.   Broker further acknowledges, understands and agrees that any results rendered by LoanChoice in the evaluation of a Mortgage Loan Summary will not constitute an approval or denial by any Lender or by Fannie Mae, Freddie Mac or other underwriting entity; nor shall be a commitment to purchase the loan by Lender or by Fannie Mae, Freddie Mac or other underwriting entity.   Lenders are solely responsible for their decisioning.  LoanChoice, in performance of the Agreement, has no authority or responsibility to act on behalf of Broker except as provided in the Agreement.  The parties shall each be responsible for payment of their respective taxes and assessments incurred in connection with performance of the Agreement.

3. Submission of Mortgage Loan Summaries to Participating Lenders. Broker agrees that any applicant's Mortgage Loan Summary will be send to one Participating Lender for Conditional Approval at a time.  Broker specifically agrees to not engage in "Shoot Gunning" any applicants loan while they are in process with a Participating Lender.   LoanChoice, based on guidelines for conditional approvals provided by the Participating Lender, will generate a conditional approval on behalf of the The Participating Lender.  Broker will then complete and submit/transfer the completed file to the Participating Lender that provided the Conditional Approval.  If Broker fails to transfer the loan to the selected Participating Lender without reasonable cause, Broker may be subject to a non-performance fee of $89.  Once the completed loan, with conditions met, is received by the Participating Lender, the Lender shall have 24 hours to approve, reject or amend the loan request.  Should the lender reject the loan, it shall immediately return all documents to broker by next day courier.  Broker is free to re-submit the Mortgage Loan Summary through LoanChoice and select another program or submit to any lenders outside the LoanChoice system.  LoanChoice reserves the right to prohibit future access by Broker to the site if Broker abuses the site, or fails to submit a sufficient (as determined solely by LoanChoice) number of loans to Participating Lenders for review and purchase and/or funding.

4. Use of Web site to Obtain Consumer Reports. Broker may obtain credit from any source of choice acceptable to broker and lender.  Should Broker request consumer reports and/or analyze Consumer Credit Data from LoanChoice or any providers on the LoanChoice site, Broker will do so only under the following circumstances:

(a) to request and receive "consumer reports" (as defined in the FCRA) and/or analyze Consumer Credit Data to perform Prequalification Analyses of prospective mortgage loan applicants when (i) Broker has obtained from the applicant a written authorization to LoanChoice or Broker substantially in conformance with the language set forth in Exhibit A or (ii) Broker has a "permissible purpose" (as defined in Section 604 of the FCRA) in obtaining and analyzing such reports and data;

(b) to request and receive consumer reports and/or analyze or evaluate Consumer Credit Data with respect to Mortgage Loan Summary previously approved but not yet closed by Broker's funding lender when the loan applicant(s) request different loan terms or a different loan product than that originally requested by the loan applicant(s);

(c) to request and receive consumer reports and/or analyze or evaluate Consumer Credit Data in conjunction with Broker's or Broker's funding lender's quality control program with respect to mortgage loans previously approved and closed by Broker's funding lender.

5. Notification to Borrower. Broker acknowledges and understands that it or its funding lender may be required to provide certain disclosures to mortgage loan applicants and/or prospective mortgage loan applicants such as when Broker or its funding lender denies or unfavorably changes the terms requested in the Mortgage Loan Summary Submission or determines that a prospective mortgage loan applicant would not qualify for a mortgage loan or for a particular mortgage loan amount as a result of analysis using LoanChoice. Such disclosure obligations may be imposed under the FCRA, the federal Equal Credit Opportunity Act ("ECOA"), and the latter's implementing regulation, Regulation B, and other federal and/or state statutes and regulations. Broker expressly understands and agrees that Broker and/or its funding lender bears sole responsibility for complying with such disclosure obligations and that such obligations shall in no event be considered imposed upon or shared by LoanChoice by virtue of Broker's use of the output obtained from LoanChoice via the web site.

6. Rights in Data. LoanChoice, for itself and on behalf of Conversant Strategies, Inc., expressly reserves the right to retain (i) all data generated utilized in LoanChoice that pertains to the functionality and file decisioning, and the aggregate metrics from that data, and (ii) all data for auditing and other purposes that pertains to loan information transmitted via the web site. LoanChoice reserves the right to retain such data regardless of whether the loan is ultimately transferred to a Lender.  As LoanChoice is not a lender, it will have no right to use such data for soliciting potential borrowers for mortgage loans, nor selling information for such purposes. 

7. Record keeping. Broker acknowledges and agrees that it may be required to maintain records of certain data pursuant to ECOA, Regulation B, and other state and/or federal laws and regulations. Broker understands and agrees that: (i) it bears sole responsibility for such obligation; (ii) it may need to obtain data from LoanChoice in either downloaded or hard-copy print-out format in order to generate or obtain information necessary to meet such record keeping requirements; and (iii) in no event will LoanChoice be responsible for maintaining any such data for Broker or to provide Broker with any such data at any time, either in computerized or hard-copy format, except as expressly provided in Section 7.

8. Broker Access to Files.  LoanChoice agrees to provide Broker access through the site or by other means at LoanChoice's discretion, to any retained (saved) file information contained therein for a maximum of one hundred twenty (150) days from (A) the file creation date for any file yielding a conditional decision, Broker acknowledges that (i) Broker's ability to obtain access to such files and the data contained therein shall cease at the end of such one hundred twenty (150) day access period, and (ii) LoanChoice shall not have any other responsibility to maintain data

8. Accuracy of Broker Information. Broker shall use its best efforts to provide accurate data, including, without limitation, data concerning Broker, Mortgage Loan Summary and other information, when submitting such data to LoanChoice and Participating Lenders.  

9. Continuing Obligations of Broker. Broker shall cooperate with LoanChoice in the performance of this Agreement until the termination hereof. Broker shall not take any action or refrain from taking any action which would jeopardize or compromise the performance of the LoanChoice system as contemplated herein or which would hinder LoanChoice in the performance of its services to the Participating Brokers and Participating Lenders. Broker shall promptly forward to LoanChoice all notices, claims, letters, documents and other information received by Broker which are relevant to the performance of this Agreement. 

(b) IN ANY EVENT, THE TOTAL LIABILITY OF LoanChoice AND ITS AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS TO BROKER OR ANY THIRD PARTY (INCLUDING A SUBSIDIARY, AFFILIATE OR LENDER) FOR ANY LOSSES, INCLUDING, WITHOUT LIMITATION, CAUSES OF ACTION AND CLAIMS BASED UPON BREACH OF CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, DUTY TO WARN AND STRICT LIABILITY), DENIAL OF SERVICE, BREACH OF WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, UNDER OR IN CONNECTION WITH THIS AGREEMENT, SHALL NOT EXCEED THE TOTAL FEES RECEIVED BY LoanChoice FROM BROKER UNDER THIS AGREEMENT or $500, WHICHEVER IS LOWER, DURING THE CONSECUTIVE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.

(c) LoanChoice AND BROKER EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN REPRESENT THE PARTIES' AGREEMENT AS TO THE ALLOCATION OF RISK BETWEEN THE PARTIES AND THAT AMOUNTS, IF ANY PAYABLE TO LoanChoice PURSUANT TO THIS AGREEMENT REFLECT SUCH ALLOCATION OF RISK AND SETUP FOR OPPORTUNITY OF SERVICE.

22. Indemnification. Notwithstanding any limitation on liability contained in the Terms and Conditions posted on the web site, Broker shall indemnify and hold harmless LoanChoice and its affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns, as such, from and against any claims, losses, damage, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, expenses of litigation, judgments, and any other costs, fees and expenses (each, a "Liability") which arise out of or result from any third party claim relating to (i) Broker's use of the LoanChoice output, (ii) any act or omission of Broker in connection with this Agreement, (iii) any act performed by LoanChoice at the direction of Broker, and/or (iv) any breach by Broker or the Terms and Conditions of this Agreement.  

23 Compliance With Law. Broker acknowledges that its residential mortgage lending activities, whether or not involving LoanChoice output obtained via the web site is utilized in connection with such activities, may subject Broker to certain federal and state substantive and disclosure laws and regulations including, without limitation, the Real Estate Settlement Procedures Act, the Truth-in-Lending Act, FCRA, ECOA and the Home Mortgage Disclosure Act and their implementing regulations and commentary, as applicable. Broker hereby represents and warrants that it has obtained legal counsel and developed policies, systems and procedures that ensure its full compliance with all federal, state and local laws, rules and regulations applicable to its residential mortgage lending activities in connection with which the LoanChoice output obtained through the web site are used. Broker expressly understands and agrees that it bears sole responsibility for complying with such laws and regulations and that such compliance obligations shall in no event be considered imposed upon or shared by EZdesk, Inc. or Conversant Strategies by virtue of Broker's use of the LoanChoice output.

24 Broker Liability for Instructions to LoanChoice. Broker acknowledges and agrees that LoanChoice may, from time to time, take actions, such as the transfer of loan information to Participating Lenders, on the basis of web submissions, e-mail instructions (or instructions given through other media) by Broker to LoanChoice. Broker is solely liable for any actions taken by LoanChoice at Broker's direction. Broker acknowledges and agrees that such directions are not binding upon LoanChoice.  LoanChoice may invoice Broker for performing any services for Broker in accordance with its typical pricing in effect.  Broker agrees that LoanChoice shall bear no liability for failure to accept or carry out Brokers requests or instructions.

31 Payment of Fees. Broker agrees to pay to LoanChoice all fees in accordance with the rate schedule posted on the web site which shall be subject to change upon ten (10) days notice.  Broker shall have the option to withdraw from LoanChoice at any time, subject to payment of any fees incurred to that point.

32 Billing.  Broker agrees to pay any fees promptly upon being billed by LoanChoice.  LoanChoice reserves the right to suspend Broker's access to services if Broker's account is delinquent.

33 Term. The term of this Agreement shall begin on the date it is signed by both parties and shall continue indefinitely unless terminated in writing by either party for any reason or for no reason. For purposes of this online form, clicking on "I AGREE" constitute Broker signature. Furthermore, LoanChoice reserves the right to deny future access to the web site by Broker at LoanChoice's sole discretion. 

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be signed, sealed and delivered by its duly authorized officer as of the date first written above.

By 
For
As