# May 2023 Terms of Service

May 2023 Terms of Service


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**TERMS OF SERVICE**

These Terms of Service (“TOS”), including the Subscription Services Agreement (“SSA”), any applicable Order Form, the Support Terms Attachment, any applicable Statement of Work (“SOW”), and other applicable annex or attachment (together, the “Agreement), form a binding agreement between SimpleNexus ("SN") and the entity identified on the Order Form as the subscriber of the Services ("Subscriber"). References to a “**Party**” mean Subscriber or SN. References to the “**Parties**” mean Subscriber and SN.

SN PROVIDES THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. BY SIGNING THE SSA (OR OTHER APPLICABLE AGREEMENT) AND ACCESSING THE SERVICES, SUBSCRIBER ACCEPTS THIS AGREEMENT AND AGREES THAT IT AND ITS AUTHORIZED USERS ARE LEGALLY BOUND BY THIS AGREEMENT’S TERMS.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR SUBSCRIBER’S ACCEPTANCE OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT.

**Definitions**. For purposes of this Agreement, the following terms have the following meanings:

“**Applicable Laws**” means, with respect to any Party, any applicable laws (including common law and national, federal, state, provincial and local laws), codes, statutes, ordinances, rules, regulatory bulletins, and guidance (including those of any regulatory bodies or agencies), regulatory examinations or orders, decrees, and orders of any governmental entity, all as may be amended and in effect from time to time during the Term.

“**Approved Subcontractors**” means (i) Amazon Web Services, Inc., (ii) those subcontractors of SN identified as approved in a Statement of Work, or (iii) as determined by SN.

"**Authorized Users**" means Subscriber and any Person authorized to access or use the Services pursuant to an Order Form.

“**Closed Loan**” means a closed and funded loan as of the end each calendar month.

"**Documentation**" means user manuals, technical manuals, and any other materials provided by SN, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Services.

"**Intellectual Property Rights**" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"**Subscriber**" has the meaning set forth in the preamble.

"**Order Form**" means an order form filled out and submitted by or on behalf of Subscriber, and accepted by SN, for Subscriber's purchase of access to the Services granted under this Agreement.

"**Person**" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“**Services**” means the online product(s) provided by SN hereunder as set forth on an applicable Order Form. Services shall include the Documentation.

"**Third Party**" means any Person or entity other than Subscriber or SN.

1. **Access and Use**

(A) Subject to the terms and conditions of this Agreement, SN grants Subscriber a limited, nonexclusive, non-transferable, non-sublicensable right to permit Authorized Users to access and use the Services during the Term solely for Subscriber’s internal business purposes.

(B) Subscriber acknowledges that (i) the Services purchased cannot be decreased during the then current Term, (ii) fees paid for the Services are paid for access to the Services and not actual use, and

(iii) payment obligations are non-cancellable, and fees paid are non-refundable, except as expressly provided in the applicable SSA, Order Form, or herein.

(C) Unauthorized Access, Duplication, or Use. Subscriber shall prevent its employees and all other third parties from making unauthorized copies of any content in the Services or using the Services in violation of the Agreement. Subscriber shall cause each Authorized User to access and use the Services in accordance with this Agreement, the Documentation, and Applicable Laws. Subscriber much purchase a subscription (“User Subscription”) for each Authorized User. Each User

Subscription may be accessed by no more than a single designated Authorized User and cannot be shared. If Subscriber discovers any such unauthorized access, duplication, or use, it will promptly notify SN and take reasonable actions to resolve the unauthorized access as soon as possible.

2. **General Terms**:

(A) Delinquency. In addition to other remedies available to SN, SN has the option to terminate or suspend Services if invoice payments are not received in accordance with the terms of the applicable

Agreement or Order Form.

(B) Taxes. Subscriber understands required state and/or federal taxes will be charged to the Subscriber.

(C) Billing Dispute. In the event Subscriber disputes in good faith any portion of a SN invoice, Subscriber shall pay the undisputed portion of the invoice and submit a written claim for the disputed amount, documenting the basis of its claim. All claims must be submitted to SN in writing within thirty (30) days after issuance of the invoice. SN will be the sole determinate as to the validity of the claim.

(D) Termination. In addition to any other remedies, it may have, either Party may also terminate this Agreement after thirty (30) days’ notice (or without notice in the case of nonpayment) if the other Party materially breaches any of the terms or conditions of this Agreement. Subscriber will pay in full for the Services up to and including the last day on which the Service is provided, regardless of use.

(E) Effect of Termination. Upon termination of this Agreement, SN shall discontinue providing the Services to Subscriber and Subscriber shall cease using the Services. Each Party shall promptly return or destroy all Confidential Information of the other Party, as applicable, in accordance with the terms of the Confidential Information in Section 6 (defined below). For thirty (30) days of the date of termination, Subscriber shall have reasonable access to retrieve and secure its data contained in the Service. In addition, any terms that by their nature extend beyond termination of this Agreement shall survive.

(F) Modifications, Enhancements, and Feature Requests. SN may also make modifications to the Services to improve and enhance the Services, as it deems appropriate in its sole discretion, by adding additional service options, improving the user interface, and otherwise responding to its Subscribers’ feedback and requests. SN will make all such improvements and enhancements including error corrections, bug fixes, and performance or functionality improvements available to Subscriber under the terms of this Agreement. Note: Some new Services may not be included under the current Agreement. Subscriber may also utilize SN’ support website to make enhancement requests and other special requests (“Feature Requests”). All feature requests and Services developed as a result thereof shall be the sole and exclusive property of SN.

(G) Third-Party Materials. The Services may include software, content, data, or other materials, including related documentation, that are owned by Persons other than SN and that are provided to Subscriber on terms that are in addition to or different from those contained in this Agreement ("Third-Party Licenses"). Subscriber is bound by and shall comply with all Third-Party Licenses. Any breach by Subscriber or any of its Authorized Users of any Third-Party License is also a breach of this Agreement.

(H) SimpleNexus Property. As between the parties, SN owns all right, title, and interest in and to the Services, all related software and technology, and all content provided in connection with the Services, as well as all improvements, enhancements, and derivatives of any of the foregoing, including all intellectual property rights in the same (“SimpleNexus Property”). SN reserves all rights not expressly granted to Subscriber in this Agreement. Subscriber agrees SN may contact the Subscriber’s employees which utilize the platform to occasionally solicit feedback. SN shall be licensed to use any solicited or unsolicited: suggestions, enhancement requests, recommendations, or other feedback it receives from Subscriber or End Users in perpetuity, during and after the duration of this Agreement, except for Subscriber’s Confidential Information or Subscriber Data that are limited to use only pursuant to the terms provided for such herein.

3. **Data and Information Security**:

(A) Subscriber Data Use. All Subscriber Data is owned by Subscriber. Subscriber shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of Subscriber Data and of the means by which SN acquires Subscriber Data. SN may retain, use, and process Subscriber Data: (i) to perform the Services; and (ii) with SN’s Approved Subcontractors to the extent that SN uses such service providers to process Subscriber Data in connection with the Services. SN will not sell, license, release, transfer, or otherwise disclose Subscriber Data to any third party for monetary or other valuable consideration.

(B) Analytics Data. Unless prohibited by applicable law, SN may anonymize Subscriber Data (with the resulting data being referred to herein as “Analytics Data”) and aggregate such Analytics Data with other information received by SN (collectively, “Aggregated Data”), for the following purposes including, but not limited to, enhancing the features, functions, and performance of SN’s current products (including the Services) and for developing new products and services. SN undertakes in accordance with generally accepted best practices and according to the criteria and terms determined by Applicable Laws to ensure that the Analytics Data and Aggregated Data are irreversibly anonymized such that neither will directly or indirectly identify a person or contain any information allowing a third party to determine, directly or indirectly, that the source of the data is Subscriber. All Analytics Data and Aggregated Data is owned solely and exclusively by SN. Nothing herein shall require SN to delete any Analytics Data upon termination of the Agreement.

(C) Usage Data. SN may collect and analyze technical logs, account and login information, and other data about Subscriber’s use of the Services, including, but not limited to, frequency of logins, volume of Subscriber Data collected, feature usage, and engagement (“Usage Data”). SN’s utilization of Usage Data may include, without limitation: (i) reviewing trends and performance; (ii) building or improving the quality of SN’s current and future products and services (including the Services); and (iii) assisting with diagnostic and corrective purposes in connection with the Services. Such Usage Data is not Subscriber Data, does not include Personally Identifiable Information, and is owned solely and exclusively by SN.

(D) Feedback. Subscriber grants SN a worldwide, royalty-free, transferable, sublicensable, irrevocable, perpetual license to use and incorporate into the Services any recommendations, enhancement requests, corrections, suggestions or other feedback provided by Subscriber, Authorized Users, or Customer Portal Users relating to the Services, including its functionality and/or operation.

(E) Information Security. SN shall use commercially reasonable technology, industry best practices, and commercially reasonable efforts to ensure the integrity and security of all Confidential Information with respect to theft, piracy, unauthorized access, copying, duplication, and distribution.

4. **Representations and Warranties:**

(A) By SimpleNexus. SN represents and warrants to Subscriber that:

(i) it has the power and authority to enter into this Agreement and perform its obligations hereunder, and such performance will not breach any separate agreement by which SN is bound;

(ii) it will comply with the laws, rules, and regulations that apply to SN in connection with the conduct of its business and its provision of the SN Service, including not violating the privacy or other right of any person or entity;

(iii) it will not knowingly infringe on any third party’s patent, trademark, mask work, copyright, trade secret, or other intellectual property rights; and will not violate any laws, rules, or regulations applicable to SN or the SN Service.

(iv) it will use commercially reasonable efforts to ensure that updates and/or new releases will not introduce any program, routine, subroutine, or data (including malicious software or “malware,” viruses, worms, and Trojan Horses) that are designed to disrupt the proper operation of the Service or any software or system used by Subscriber in connection with the Service, or which, upon the occurrence of a certain event, the passage of time, or the taking of or failure to take any action, will cause the Service or any system or software used in connection with the Services to b destroyed, damaged, or rendered inoperable; and that to the best of SN’ knowledge, the Services as delivered to the Subscriber shall not violate any proprietary rights of third parties, including, without limitation, patents, copyrights or trade secrets; and, that the Services as delivered to the Subscriber will not violate any applicable law, rule, regulation or contractual obligations or confidential relationships which SN may have with any third party, or violate the privacy of any third party from whom SN may obtain any information in connection therewith.

(B) By Subscriber. Subscriber warrants and represents to SN that:

(i) it has the power and authority to enter into this Agreement and perform its obligations hereunder, and such performance will not breach any separate agreement by which Subscriber is bound.

(ii) it will comply with the laws, rules, and regulations that apply to Subscriber in connection with the conduct of its business and its use of the SN Service;

(iii) it will not violate the privacy or any other right of any person or entity or violate any law or regulation, with respect to the Subscriber’s Data that is submitted to the Service, or otherwise and it will not knowingly utilize (or allow utilization of) the SN Service in any manner prohibited by this Agreement or written SN policies provided to Subscriber, or reverse engineer or tamper with the security of the Services or any other SN computer software.

(iv) Subscriber fully recognizes and acknowledges that in facilitating the delivery of disclosures, SN does not in any way, express, implied, or otherwise, warranty the format of the disclosures entered into the application, neither does SN in any way, express, implied, or otherwise, warranty the accuracy of the mapping, or filling out of the same. Subscriber recognizes and acknowledges that SN is a delivery system used to facilitate the transaction. As such, Subscriber releases SN from any potential claims related to the format of, the completion of, or the information relayed via SN. In any of these scenarios, Subscriber will work directly with Subscriber’s document provider to find a resolution.

(v) If Subscriber is using the Spanish inquiry feature, Subscriber understands there are legal issues involved in originating mortgage loans in a language other than English, including (but not limited to) federal, state and local laws that address marketing, negotiating, and conducting lending activities. Subscriber understands its right to seek legal counsel about which requirements may apply to its business and the use of these materials. Subscriber has requested SN make a Spanish version of its current inquiry and understands SN offers no warranty as to the compliance of such an action. Subscriber releases SN from any and all liabilities which may arise as a result of SN complying with Subscriber ’s request.

(vi) Subscriber acknowledges and is aware that SN will be charging any partner using the cobranding feature.

(vii) To facilitate the SN Service, Subscriber will create and make available to SN, at no charge, API account credentials necessary to access and work within the Subscriber’s Loan Origination System. In addition, where applicable, Subscriber will provide API access to allow the tracking of Closed Loans for billing purposes.

5. **Limitation and Disclaimer of Warranties**.

EXCEPT AS SET FORTH IN THIS SECTION, (i) NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, AND (ii) ALL PRODUCTS AND SERVICES ARE PROVIDED BY SN ON AN “AS IS” BASIS. SN DOES NOT WARRANT THAT THE SN SERVICES OR ITS SOFTWARE WILL BE TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, THAT THE SERVICE WILL BE UNINTERRUPTED, THAT ALL NON- CONFORMITIES CAN BE OR WILL BE CORRECTED. SN DOES NOT MAKE ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO ANY THIRD PARTY CONTENT, EXPRESS OR IMPLIED, EXCEPT AS SET FORTH IN THIS SECTION, EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, CONDITIONS, AND REPRESENTATIONS RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND MERCHANTABILITY. NO INFORMATION OR ADVICE OBTAINED BY SUBSCRIBER FROM SN OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT, AND NO WARRANTIES ARE MADE WITH RESPECT TO ANY TRIAL SERVICES OR FREE PLAN.

6. **Confidential Information**

(A) “Confidential Information” means the terms of this Agreement, business and marketing plans and strategies, financial and organizational information, non-public business and technology information, trade secrets, know-how and unpublished patent applications and copyright applications, data and information included in mortgage applications by Subscriber and all personally identifiable information provided by mortgage respondents, any written materials marked as confidential and any other information, including recordings, and digital, visual or oral information and data, which reasonably should be understood to be confidential. Confidential Information does not include information that a Party can prove: (a) is now or later becomes generally available to the public without fault of the Party who received such information (“Recipient”) from the other Party (“Discloser”); (b) was rightfully in Recipient’s possession prior to its disclosure by Discloser, as evidenced by prior written documents; (c) is independently developed by Recipient without the use of any Confidential Information of Discloser, as evidenced by prior written documents; or (d) is obtained by Recipient without obligation of confidentiality from a third party who has the right to disclose it. Additionally, a disclosure of Confidential Information that is (a) in response to a valid order by a court or other government body, (b) required by law, or (c) necessary to establish the rights of either Party hereunder, shall not be considered to be a breach of this Agreement, provided that the Recipient gives prompt notice to the Discloser of such required disclosure, so that the Discloser may seek an appropriate protective order prior to such disclosure.

(B) Use and Disclosure. Recipient shall strictly safeguard the Discloser’s Confidential Information and not disclose it to any person or use it for any purpose, except as expressly permitted by this Agreement, any Confidential Information of Discloser. Recipient may disclose Confidential Information only to its employees, independent contractors, and professional advisors who need to know such information and who are bound by a written agreement to keep such information confidential. Recipient shall maintain Confidential Information in a safe and secure place and shall not copy Confidential Information except to the extent necessary for the purposes of this Agreement. All confidentiality obligations shall survive termination of this Agreement.

(C) Data Protection. SN shall use commercially reasonable technology, industry best practices, and commercially reasonable efforts to ensure the integrity and security of all Confidential Information with respect to theft, piracy, unauthorized access, copying, duplication, and distribution.

7. **LIMITATION OF LIABILITY**

UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST DATA OR PROFITS AS A RESULT OF OR IN ANY WAY CONNECTED TO THE SN SERVICE OR THIS AGREEMENT, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), AND EVEN IF EITHER PARTY HAS BEEN SPECIFICALLY ADVISED CONCERNING THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO AN INFRINGEMENT TO THE EXTENT PROVIDED FOR HEREIN, OR ANY FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY’S AGGREGATE LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID OR PAYABLE BY SUBSCRIBER TO SN IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM.

8. **INDEMINIFICATION**

(A) By SimpleNexus. To the extent permitted by applicable federal law, and subject to the limitation of liability in Section 7, SN shall indemnify, hold harmless and defend Subscriber, its agents, directors, contractors, and employees against any and all damages, suits, claims, liabilities, judgments, costs, and expenses (“Claim Against Subscriber”) arising out of or relating to (i) any personal injury or property damage caused by SN’ breach of warranties or its unlawful, or willful acts or omissions, (ii) breach of SN’ confidentiality obligations, or (iii) an infringement or misappropriation, by SN after SN becomes aware of such, of any third party intellectual property or proprietary rights (including, without limitation, trademark, trade secret, copyright or patent), except to the extent that such infringement arose because of a requirement or request by Subscriber. Subscriber shall provide prompt written notice to SN of any Claim Against Subscriber that SN is obligated to indemnify under this Agreement. SN shall have the right to take control of the defense of the Claim Against Subscriber and any related settlement negotiations, and Subscriber shall cooperate (at SN’ expense if Subscriber’s cooperation is requested by SN) with the defense and settlement of said claim. Subscriber shall have the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel of its own choosing. Subscriber may not settle any such Claim Against Subscriber without SN’ written consent unless the settlement unconditionally releases SN of all liability and does not require any payment or action by SN. As a complete remedy for infringement or misappropriation, SN shall have the option, at its sole expense to (i) modify the Service so that it no longer infringes or misappropriates; or (ii) obtain a license for Subscriber’s continued use of the Service in accordance with this Agreement. If neither of the foregoing remedies are commercially feasible, SN may terminate this license for the Service and refund Subscriber all prepaid, unused, charges for the remainder of the Term after the effective date of termination.

(B) By Subscriber. To the extent permitted by applicable federal law, and subject to the limitation of liability in Section 7, Subscriber shall indemnify, hold harmless and defend SN, its agents, directors, contractors, and employees against any and all damages, suits, claims, liabilities, judgments, costs and expenses (“Claim Against SN”) arising out of or relating to: (i) any personal injury or property damage caused by Subscriber’s breach of warranties or its unlawful, or willful acts or omissions, (ii) breach of Subscriber’s confidentiality obligations, (iii) use of Subscriber’s Data, except to the extent that SN uses the Subscriber’s Data in violation of law or federal regulations, or not in compliance with this Agreement, or (iv) an infringement or misappropriation by Subscriber, after Subscriber has become aware of such, of any third party intellectual property or proprietary rights (including, without limitation, trademark, trade secret, copyright or patent), except to the extent that such infringement arose because of a requirement or request by SN. SN shall provide prompt written notice to Subscriber of any Claim Against SN that Subscriber is obligated to indemnify under this Agreement. Subscriber shall be permitted to take control of and participate in the defense of the claim and any related settlement negotiations, and SN shall cooperate (at Subscriber’s expense if SN is requested to cooperate by Subscriber) with the defense and settlement of the claim. SN shall have the right, at its option and expense, to participate in the defense of any suit or proceeding through counsel of its own choosing.

9. **Force Majeure**

Neither Party shall be liable for any loss or damage or be deemed to be in breach of this Agreement to the extent that performance of such Party’s obligations or attempts to cure any breach under this Agreement is delayed or prevented as a result of any event or circumstance beyond its reasonable control.

10. **Public Announcements**

Neither Party shall issue any press release or other public statement regarding this Agreement without the prior consent of the other Party, which shall not be unreasonably withheld.

11. **General**

(A) Choice of Law and Jurisdiction. This Agreement will be governed by the laws of the U.S. and the State of Delaware, without reference to rules governing choice laws. If any dispute arises concerning this Agreement, the venue shall be laid exclusively in New Castle County, Delaware, and Delaware state and federal courts shall have exclusive jurisdiction over any dispute concerning this Agreement and the parties hereby consent to the personal jurisdiction of such courts. In the event of any such dispute, the prevailing Party shall be entitled to recover from the non-prevailing Party all attorney fees and costs incurred by the prevailing Party in connection with such dispute, regardless of whether such dispute results in the filing of a lawsuit.

(B) Severability. In case of any one or more of the provisions of this Agreement should be held invalid, illegal, or unenforceable, such provision(s) shall be modified, if possible, to the minimum extent necessary to make it (them) valid and enforceable, or if it (they) cannot be so modified, then severed, and the remaining provisions contained herein shall not in any way be affected or impaired.

(C) Waiver: Neither Party’s failure to enforce strict performance of any provision of this Agreement will constitute a waiver of a right to subsequently enforce such a provision. No modification, extension, or waiver of this Agreement shall be valid unless made in writing and signed by an authorized representative of the Party to be charged. No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of this agreement.

(D) Assignment. Neither Party may assign this Agreement, by operation of law or otherwise, without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or successor to all or substantially all of its business or assets (whether through merger, stock sale, asset sale or other transaction) upon notice to the other Party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.

(E) Notices. Unless an alternative mechanism is specified in the Agreement and/or the Terms of Service (“TOS”), all legal notices between the parties shall be in writing and shall be sent by certified or registered mail or commercial overnight delivery service, with provisions for a receipt, to the address of the other Party listed above (or to such other address as a Party may furnish to the other in writing). Notice for change to TOS may occur from time to time; to change any TOS, SN must provide notice 30 days prior to the change. Email notice is sufficient for changes to TOS.

(F) No Agency. This Agreement shall not be construed to create an agency, franchise, representative, joint venture, employment relationship, or partnership between the parties. The parties are and remain independent contractors. Neither Party has the authority to bind the other or to incur any liability or otherwise act on behalf of the other.

(G) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. This Agreement may not be amended except by a writing signed by authorized representatives of both Parties.

(H) Cooperation. Where agreement, approval, acceptance, consent, or similar action by either Party hereto is required by any provision of the Agreement, SOW, or Order Form, such action shall not be unreasonably delayed or withheld. Each Party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptance in order that each Party may properly accomplish its obligations and responsibilities. Any delay in the implementation process pursuant to the SOW that is caused by the Subscriber will likely cause an excusable delay on the part of the Implementation Services provided by SN under the SOW.

(I) Survival. The following sections shall survive any termination or expiration of this Agreement:

2(D), 2(E), (6), (7), (8), 11(A), 11(B), 11(C), 11(D), 11(E), and 11(F).

(J) Export Regulation. The Services and Documentation may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. The Subscriber shall not, directly or indirectly, export, re-export, or release the Services or Documentation to, or make the Services or Documentation accessible from, any jurisdiction or country to which export, reexport, or release is prohibited by law, rule, or regulation. The Subscriber 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, reexporting, releasing, or otherwise making the Services or Documentation available outside the US.

(K) Amendment. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

**SimpleNexus Support Terms Attachment**

**SN Support Services**

(A) SN service level objectives measured monthly and excluding scheduled maintenance, are as follows (all times reflect Mountain Time):

**Period**

**Timeframe**

**Uptime % Goal**

Peak

Every day (7 a.m. to 8 p.m.)

99.5%

Non-Peak

Nights Every day (8 p.m. to 7a.m.)

99.0%

These percentages indicate uptime objectives. For example, SN aims to be down less than 0.5% of the time during the 7 a.m. to 8 p.m. time periods.

(B) **Maintenance Periods**: As a cloud-based technology platform, SN regularly releases system patches and security upgrades. Scheduled maintenance will occur during Non-Peak hours. SN will alert Subscribers of any necessary maintenance occurring during Peak hours or having a high impact on service availability two weeks in advance at a minimum.

(C) **Scheduled maintenance is not considered in the calculation of uptime.**

(D) **Hours of Operation**: Business hours are defined as 7:00 am – 6:00 pm Mountain Time, Monday through Friday. Support is closed for the following company holidays:

New Year’s Day*

MLK

President’s Day

Memorial Day

Juneteenth

Independence Day*

Labor Day

Thanksgiving

Friday after Thanksgiving

Christmas Eve*

Christmas Day*

*If the holiday falls on a Saturday it is observed on the Friday preceding. If the holiday falls on a Sunday it is observed on the following Monday.

(E) **Email support**: Platinum Support Users may have their administrators, borrowers, users, and any other Party associated with the account, email support SN 24 hours a day 7 days a week to support@simplenexus.com. Response times for email support will be 4 hours or less during business hours. For Standard Support clients, those who have not enrolled in Platinum Support, SN will only provide support service to the Subscriber’s account administrator.

(F) **Phone support:** Platinum Support Users may have their administrators, borrowers, users, and any other Party associated with the account, contact support (for technical support including operations, security failures, incident reporting, system issues, concerns, or complaints) at any time during business hours at 1.855.684.2777. For Standard Support clients, those who have not enrolled in Platinum Support, SN will only provide support service to the Subscriber’s account administrator. Outside of business hours, emergency support calls may be directed to the Subscriber’s dedicated Customer Success Manager rep via their cell phone number.

(G) **Support Responsibility:**

(i) SN and Subscriber will handle the following jointly:

• Subscriber will provide support for minor support questions involving user classification and setup for software administrators, loan officers, operations and production staff, management, real estate agent and settlement partners, and borrowers. Issues may include updating user photos, entering contact information, adding and removing users, and basic training on the technology.
• SN will serve as an escalation point for minor support issues when the Subscriber’s support is unable to assist.

(ii) SN will provide support for the following:

• Troubleshooting data or functional problems that result from how the system is being used.
• Assisting local network technicians in evaluating connectivity and performance.
• Help with issues involving integrations.
• Reporting of a system issue (bugs or system not available).

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