Terms of Use

USFN® END USER LICENSE AGREEMENT FOR NMSRD™

IMPORTANT: READ CAREFULLY BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON: THIS END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (AS USED IN THIS EULA, YOU AND YOUR REFER TO THE END USER LICENSEE, EITHER AN INDIVIDUAL OR, IF SUBSCRIBED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND USFN CONCERNING THE NATIONAL MORTGAGE SERVICER’S REFERENCE DIRECTORY™ (the NMSRD™). YOU SHOULD READ AND MUST AGREE TO THESE TERMS BEFORE USING THE NMSRD. THIS AGREEMENT PROVIDES A LICENSE TO USE THE NMSRD AND CONTAINS WARRANTY AND LIABILITY DISCLAIMERS, AMONG OTHER THINGS. BY SUBSCRIBING TO AND/OR USING THE NMSRD, YOU ARE CONFIRMING YOUR ACCEPTANCE AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN USFN IS UNWILLING TO LICENSE THE NMSRD TO YOU, AND YOU MAY NOT SUBSCRIBE OR USE IT. WRITTEN ASSENT IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS EULA.

1. Other Definitions.
The term “Software” as used herein includes the content of the NMSRD publication, all component parts, the associated media, any printed materials, any updates, upgrades, modified versions, additions and copies, and any “online” or electronic documentation, as applicable. The term “Documentation” as used herein includes, but is not limited to, any printed materials and “online” or electronic data provided by or obtained from USFN with regard to the Software, to the extent it might not be otherwise included in the Software.

2. Grant of License.
If you licensed the NMSRD under this EULA, then, subject to the payment of all applicable license fees, and the terms and conditions of this EULA, USFN hereby grants to you a limited, non-sublicensable, non-exclusive, non-transferable right to use (install and run one copy of the specified version of) the Software and the accompanying Documentation, solely for Your individual use.

3. Certain Rights and Limitations.

3.1 Before you use the Software under a license, you must assign that license to one device. That device is the “licensed device.” A hardware partition or blade is considered to be a separate device.

3.2 You may install and use one copy of the Software on the licensed device.

3.3 You may install another copy on a portable device for use by the single primary user of the licensed device.

3.4 The components of the Software are licensed as a single unit. You may not separate the components and install them on different devices.

3.5 You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software.

3.6 You may not modify the Software or create derivative works based on the Software (including the NMSRD).

3.7 You may not sell, rent, lease, or sublicense the Software.

3.8 You may not export the Software into any country prohibited by the United States Export Administration Act.

3.9 You may not use the Software to develop any software or other technology having the same primary function as the Software, including but not limited to using the Software in any development or test procedure that seeks to develop like software or other technology, or to determine if such software or other technology performs in a similar manner as the Software.

4. Subscription.
Your license of the Software is on a subscription basis and your rights to use the Software are limited to the subscription period. You may have the option to extend your subscription. If you extend your subscription, you may continue using the Software until the end of your extended subscription period. See the Software activation screens or other accompanying materials for subscription details. After the expiration of your subscription, you will not be authorized to access the Software.

5. Character of NMSRD; Not Legal Advice.
USFN, its members, and other contributors have prepared the information contained in the NMSRD as a public service and for general information purposes only. The information may or may not reflect the most current legal developments and under no circumstances should subscribers rely solely on this material. Subscribers should seek independent and competent legal counsel before acting upon any information contained in the NMSRD. The information in this publication is not provided in the course of an attorney-client relationship and is not intended to constitute legal advice or legal opinion, or to substitute for obtaining legal advice from an attorney licensed in your state. It is advisable that servicers and other subscribers contact local counsel familiar with the rules, practices, and interpretations of the particular jurisdiction.

6. Hyperlinks.
The Software and this web site provide hyperlinks to other internet web sites over which the USFN has no control. These links are provided solely for the convenience of users, and USFN is not responsible for the accuracy or completeness of the contents contained on the linked site. If you decide to visit any linked site, you do so at your own risk. Further, such contents do not necessarily reflect USFN's policies, opinions, or standards, and USFN does not endorse or recommend the information or opinions on such sites. Links do not imply that USFN or this web site sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of USFN.

7. Privacy.
USFN’s Privacy Policy, which also applies to this web site, can be viewed by clicking here.

8. Term. Regardless of the location of the Software, you are responsible for strict compliance with any and all of the terms and conditions of this EULA. The license, and your rights, under this EULA will terminate automatically if you fail to comply with any of the limitations or other requirements described herein, and such termination shall be in addition to and not in lieu of any criminal, civil or other remedies available to USFN. When the license, and your rights, under this EULA terminate, you must immediately cease using the Software and destroy all copies of the Software and the Documentation. You may terminate the license, and your rights, under this EULA at any point by destroying all copies of the Software and the Documentation.

9. Ownership of Software; Trademark, Patent and Copyright.
The Software and Documentation are protected by United States patent, copyright laws and other intellectual property laws. USFN and its third party licensors, if any, retain all title to and, except as expressly and unambiguously licensed herein, all rights and interest in (a) the Software, including, but not limited to, all copies, versions, customizations, compilations and derivative works thereof (by whomever produced) and all related Documentation; (b) the USFN trademarks, service marks, trade names, icons and logos; (c) any and all copyright rights, patent rights, trade secret rights and other intellectual property and proprietary rights throughout the world in the foregoing; and (d) all Confidential Information (as defined below). You acknowledge that your possession, installation, or use of the Software does not transfer to you any ownership, title, or registrable interest of any kind to the intellectual property in the Software, and that you will not acquire any rights to the Software except as expressly set forth in this EULA. You agree that all backup, archival, or any other type of copies of the Software and Documentation will contain the same proprietary notices that appear on and in the Software and Documentation. The marks "The National Mortgage Servicer's Reference Directory”, “NMSRD”, "USFN", the USFN logo, "America's Mortgage Banking Attorneys", "A Resource Network Serving the Mortgage Banking Industry" and "U.S. Foreclosure Network" are all trademarks of USFN. Nothing contained in this EULA or on this website, or the Software, including the NMSRD, should be interpreted as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on any of them without the written permission of USFN or a third party that may own other trademarks displayed. USFN is the copyright owner of the content of the Software, including the NMSRD, and this website, which content may not be reproduced without written permission. Misuse of the trademarks or any other content displayed on this website, including the Software and the NMSRD, is strictly prohibited.

10. Submissions.
Should you decide to submit any materials to USFN via electronic mail, through or to USFN website(s), or otherwise, whether as feedback, data, questions, comments, ideas, concepts, techniques, suggestions or the like, You agree that such submissions are unrestricted and shall be deemed non-confidential upon submission. You grant to USFN and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions.

11. Warranty Disclaimer.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, THE SOFTWARE (AND ACCOMPANYING DOCUMENTATION) IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING PROVISIONS, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND SOLE RESPONSIBILITY FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, USFN MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE, VIRUS FREE, OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL SATISFY YOUR SPECIFIC REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USFN DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, OF LACK OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, AND LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, ALL WITH REGARD TO THE SOFTWARE AND ASSOCIATED DOCUMENTATION. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NONINFRINGEMENT WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK OF THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE, IF ANY, REMAINS SOLELY WITH YOU. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Indemnification.
You agree to defend, indemnify and hold harmless USFN and its directors, officers, employees, affiliates, sublicensees, and agents from and against all claims, defense costs (including reasonable expert and attorneys' fees), judgments and other expenses arising out of or on account of any negligent act, omission, or willful misconduct by You or on Your behalf in (i) the installation or use of the Software or (ii) your compliance or failure to comply with this EULA.

13. Limitation of Liability.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL USFN BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, FOR PERSONAL INJURY, LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING A DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE (WHETHER ACTIVE OR PASSIVE), AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE, AND GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY BY USFN, AND EVEN IF USFN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL USFN BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LIST PRICE USFN CHARGES FOR A LICENSE TO THE SOFTWARE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

14. Confidentiality.
You agree that the Software, including, but not limited to, all source and object code components, screen shots and displays, graphical user interfaces, algorithms, formulae, data structures, scripts, application programming interfaces and protocols, and the Documentation (collectively the “Confidential Information”) are trade secrets of USFN and are owned by USFN or, where applicable, its third-party licensors. You agree to retain all Confidential Information in strict confidence at least with the same amount of diligence that you exercise in preserving the secrecy of your most-valuable information, but in no event less than reasonable diligence. You agree to: (i) only disclose Confidential Information to your employees and agents to the extent required to use the Software under the terms of this EULA and not to disclose or disseminate the Confidential Information to any third party without the prior written consent of USFN, (ii) use the Confidential Information solely for your benefit as provided for herein and not to allow any third party to benefit from the Confidential Information, and (iii) bind your employees and agents, by terms no less restrictive than those set forth herein, to maintain the confidentiality of such Confidential Information, and not use or disclose such information except as permitted under this EULA. Notwithstanding the disclosure of any Confidential Information for any reason, such Confidential Information shall continue to be owned by USFN or its licensors.

15. Miscellaneous.
This EULA is exclusively governed by the laws of the United States and the State of California, without reference to conflicts of law principles. In the event of a dispute or legal action between the parties, they agree to waive any objections to personal jurisdiction, and hereby consent to service of process and exclusive venue and jurisdiction in any state or federal court located in Orange County, State of California. This EULA sets forth all of your rights, is the entire agreement between the parties and supersedes all prior agreements, arrangements and communications between the parties dealing with such subject matter, whether oral or written. This EULA may not be modified except by a written addendum issued by a duly authorized representative of USFN. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by a duly authorized representative of USFN. You hereby acknowledge a breach of this EULA would cause irreparable harm and significant injury to USFN that may be difficult to ascertain and that a remedy at law would be inadequate. You agree that USFN shall have the right to seek and obtain immediate injunctive relief to enforce the obligations under this EULA in addition to any other rights and remedies it may have. If any provision of this EULA is held invalid, the remainder of this EULA shall continue in full force and effect.