Broker User Agreement

EZdesk, Inc., a Tennessee Corporation with its principal place of business at 320 East Main Street, Suite 200, Murfreesboro, TN  37130 (referred to herein as EZoriginator) and (User), an individual that is an
 employee    officer    owner   agent   independent licensed lending professional

1)      User shall be properly licensed or authorized conduct origination business for all states listed in any loan submission through EZoriginator.  User shall be fully and solely responsible for following all state and federal laws applicable to the origination of loans or consumer credit including proper consumer disclosure.  User shall comply all such laws.

2)      User agrees that EZoriginator shall not be an agent of the User and there shall be no principal and agent relationship represented to other parties.  EZoriginator is acting as an independent contractor and is not a partner, joint venturer, agent or affiliate of the User.  User agrees that EZoriginator is presenting information from certain participating Lenders and is not performing a Prequalification Analysis based on consumer credit identified to a particular consumer.  User may make, on their own behalf and the behalf of their client, a Prequalification Analysis using the information obtained from the EZoriginator data search.

3)      The User understands they are free to search the EZoriginator using variable scenarios for informational purposes.  There is no requirement to save or submit any search or scenario. 

4)      User agrees that any scenario completed with the name of the consumer, User shall use highest and best efforts to provide accurate data to EZoriginator and participating lenders. User agrees they will NOT make any submission through EZoriginator, a scenario for conditional approval that;

i)    has not been discussed and accepted with the borrower, based on the terms of that scenario.

ii)   User has reasonable knowledge that borrower cannot comply with the requirements of the lender as shown in the matrices published by the lender.

iii)  User does not intend to promptly complete a loan file including appraisals and all support documents and submit to lender selected within EZoriginator.

iv)  User submits or intends to submit the loan file simultaneously to more than one lender, when using EZoriginator, inside or outside the EZoriginator system.

       If Broker (User) fails to transfer the designated loan file to the selected lender that Broker has obtained a Conditional Approval from, without suitable reason or if User makes multiple submissions of the same loan file by thwarting the EZoriginator system, User may be subject to a  Submission Review Fee of $98 per incidence which User agrees to pay and losing User permissions. User agrees that EZdesk may remove Users permission and ability to use the EZoriginator loan selection system at any time, with or without cause or explanation.  Broker shall cooperate with EZdesk in the performance of this agreement.  User shall take no action, which would jeopardize or compromise the performance of the EZoriginator site and system.  User agrees EZdesk will be the sole judge of suitable reason for non-submission.

5)     User acknowledges and agrees that the EZoriginator system is provided “as is” and that the decisions  made by the User with EZoriginator information are made at the Users own risk.  EZdesk expressly disclaims any and all warranties, expressed or implied, including without limitation, warranties or merchantability or fitness for a particular purpose and warranties from course of dealing or course of performance. User agrees that the total liability of EZoriginator, EZdesk, Inc. or any affiliated party shall not exceed ten dollars ($10).  The agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of Tennessee, without reference to its conflicts of law principles.  User hereby consents to the jurisdiction of such courts and irrevocable waives any objections thereto.

       The User may not assign this agreement without written consent.  Assignment without consent will void the agreement.  The agreement may not be modified except in writing signed by both the parties.

6)      User agrees to keep confidential the contents of the Agreement.

7)      User shall indemnify and hold harmless EZdesk and its affiliates, partners, officers, employees, directors, agents, contractors, representatives, investors, subsidiaries, successors and assigns, from and against any and all claims, losses, damage, fines, penalties, legal fees, costs and expenses which arise out of or result from any third party claim relating to User searching and using the EZoriginator platform.

8)      Broker agrees to pay all fees, if any, promptly on presentation of any statement within 15 days of receipt.

9)      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 the purpose of this Agreement, clicking on “I Agree” constitute the User’s signature.  Acceptance and activation of user in EZoriginator will constitute EZdesk, Inc. signature.

IN Witness Thereof, each party caused this Agreement to be signed, sealed and delivered as of the date service is first activated.