IMPORTANT—THIS IS A LEGAL AGREEMENT BETWEEN YOU ("You" or the "Authorized User") AND MEDALLION ANALYTICS ("We" or "Medallion"). BEFORE DOWNLOADING, ACCESSING, OR USING ANY PART OF THE eSETTLEMENT PLATFORM, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (the or this “TOS”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE MEDALLION PLATFORM AND ANY SOFTWARE, SOLUTIONS, MODULES, INTERFACES, PROGRAMS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE THROUGH THE eSETTLEMENT PLATFORM OR USED IN CONNECTION THEREWITH (collectively, the or this “eSETTLEMENT PLATFORM”). MEDALLION IS WILLING TO LICENSE THE USE OF THE eSETTLEMENT PLATFORM TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOS. IF YOU DO NOT AGREE WITH THIS TOS OR IF YOU HAVE NOT GAINED ACCESS TO THE eSETTLEMENT PLATFORM PURSUANT TO THE EXECUTION OF A PRICING &ORDER FORM WITH MEDALLION, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE eSETTLEMENT PLATFORM AND ARE INSTRUCTED TO EXIT THE eSETTLEMENT PLATFORM IMMEDIATELY.

Terms and Conditions

License Grant.

The eSETTLEMENT Platform is provided by Medallion, and this TOS provides to You a personal, revocable, limited, non-exclusive, and non-transferable license to use the eSETTLEMENT Platform conditioned on your continued compliance with the terms and conditions of this TOS. This TOS permits You to use and access for personal or internal business purposes only the eSETTLEMENT Platform (i) on a laptop, workstation, mobile device, or computer and (ii) from the Internet or through an on-line network (so long as such access occurs through a laptop, workstation, mobile device, or computer). You may also load information from the eSETTLEMENT Platform into your laptop's, workstation's, mobile device's, or computer's temporary memory (RAM) and print and download materials and information from the eSETTLEMENT Platform solely for your personal or internal business use, provided that all hard copies contain all legends, notices, and identification markers associated with authenticating documents or identifying proprietary rights. If You are using the eSETTLEMENT Platform on behalf of a company or other form of entity, please note that such a company or entity must have a separate agreement with Medallion regarding access and usage privileges for the eSETTLEMENT Platform, including, without limitation, a Pricing &Order Form with Medallion. Notwithstanding the foregoing, your use of the eSETTLEMENT Platform will also be subject to the terms and conditions of this TOS.

Restrictions.

You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any legends, notices, or markers, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the eSETTLEMENT Platform. Moreover, You may not (i) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the eSETTLEMENT Platform or in any way reproduce or circumvent the navigational structure or presentation of the eSETTLEMENT Platform to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the eSETTLEMENT Platform, (ii) attempt to gain unauthorized access to any portion or feature of the eSETTLEMENT Platform, including, without limitation, the account of another Authorized User(s), or any other systems or networks connected to the eSETTLEMENT Platform or to any Medallion server or to any of the services offered on or through the eSETTLEMENT Platform, by hacking, password "mining," or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the eSETTLEMENT Platform or any network connected to the eSETTLEMENT Platform, nor breach the security or authentication measures on the eSETTLEMENT Platform or any network connected to the eSETTLEMENT Platform, (iv) reverse look-up, trace, or seek to trace any information on any other Authorized User of or visitor to the eSETTLEMENT Platform, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the eSETTLEMENT Platform or Medallion's systems or networks or any systems or networks connected to the eSETTLEMENT Platform, (vi) use any device, software, or routine to interfere with the proper working of the eSETTLEMENT Platform or any transaction conducted on the eSETTLEMENT Platform, or with any other person's or entity's use of the eSETTLEMENT Platform, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal You send to Medallion on or through the eSETTLEMENT Platform, (viii) use the eSETTLEMENT Platform to harvest or collect e-mail addresses or other contact information; (ix) market, co-brand, private label, or otherwise permit third parties to access and use the eSETTLEMENT Platform (or any part thereof) without Medallion express, separate, and prior written permission, or (x) use the eSETTLEMENT Platform in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Medallion.

Submissions.

You acknowledge and agree that Medallion shall not be obligated to incorporate into the eSETTLEMENT Platform any information or materials whose technical requirements cannot be integrated within the parameters designated by Medallion. Medallion also reserves the right to refuse any information or materials that do not arrive in a timely fashion (per stated Medallion guidelines for delivery of materials (if applicable)). In connection with the submission by You of any information or materials, You hereby grant to Medallion for the term of this TOS or the Pricing &Order Form with Medallion a non-exclusive, worldwide, royalty-free, right and license to copy, distribute, create derivative works from, display, modify, reformat, transmit, and otherwise use any such information or materials as necessary in connection with any processing by the eSETTLEMENT Platform or the performance of any related Services by Medallion. Because the eSETTLEMENT Platform extracts from and relies on the quality of the data and business process rules that You utilize, Medallion encourages You to use discretion and care in submitting materials or information or in using the eSETTLEMENT Platform.

Authorized User Obligcations.

You represent and warrant to Medallion that (i) You are of the legal age of majority and are authorized and able to fulfill and perform the obligations and meet the conditions of a Authorized User as specified herein, (ii) You have all rights and permission necessary to submit, display, or make available any materials or information submitted to the eSETTLEMENT Platform and have obtained at your sole expense all necessary consents, rights, permissions, and clearances (and provided Medallion with reasonable proof thereof (if requested)) required for Medallion to use such materials or information in connection with the eSETTLEMENT Platform; and (iii) You have all required permits, licenses, and other governmental authorizations and approvals to use the eSETTLEMENT Platform. By downloading, accessing, or using the eSETTLEMENT Platform in order to view our information and materials or submit information or materials of any kind, You agree that will not post or transmit any of the following: (a) anything, which interferes with or disrupts the eSETTLEMENT Platform, (b) anything, which is contrary to the interests of Medallion, (c) anything, which may damage, lessen, or harm the goodwill or reputation of Medallion and its services, (d) anything, which defames, harasses, threatens, offends, or in any way violates or infringes on the rights of others, (e) anything, which violates any law or encourages anti-competitive or unlawful pricing behavior, (f) anything, which involves the impersonation of any other person or entity, (g) anything, which is inaccurate, off-topic, irrelevant, or inappropriate for the purposes of any Module, and (h) anything, which constitutes junk mail, spam, or unauthorized advertising. You also represent that You are able to assume all responsibility for your use, and the results of your use, of the eSETTLEMENT Platform, including meeting any legal or certification standard or any requirements of your contracts with third parties or other persons. You access and use the eSETTLEMENT Platform on your own volition and are responsible for compliance with all applicable local laws with respect to your use. In particular, You shall not export the eSETTLEMENT Platform (or access thereto) without complying with such laws, orders, restrictions, or regulations. You also acknowledge and agree that use of the Internet and access to the eSETTLEMENT Platform is solely at your own risk. While Medallion has endeavored to create a secure and reliable solution, You should understand that the confidentiality of any information or material transmitted stored with the eSETTLEMENT Platform or to/from the eSETTLEMENT Platform over the Internet or other form of global communication network cannot be guaranteed. You must make your own determination as to such issues. You also agree to assume all responsibility for obtaining and paying for all licenses and costs for third party software and hardware necessary for implementation of the Medallion Port, and maintaining and backing up any of your data. Any support, training, updates, upgrades, or maintenance of or for the eSETTLEMENT Platform shall only be available through the Pricing &Order Form with Medallion or pursuant to the terms and conditions of a separate written agreement with Medallion (as agreed to by Medallion in its sole discretion).

Other Terms and Conditions.

This TOS remains subject to Medallian's Pricing &Order Form and Pricing &Order Form Terms and Conditions. If there is a conflict between this TOS and Medallian's Pricing &Order Form or Pricing &Order Form Terms and Conditions, Medallian's Pricing &Order Form and Pricing &Order Form Terms and Conditions shall control.

Authorized User Name Handling Policy.

Registration as an Authorized User for access to certain areas of the eSETTLEMENT Platform may require both a user name and a password. Only one Authorized User can use one user name and password and, thus, one account. By limiting access, it helps avoid unauthorized usage by other persons or entities because anyone with knowledge of both your user name and password can gain entry to the eSETTLEMENT Platform and to your account. Accordingly, by using the eSETTLEMENT Platform, You agree to consider your user name and password as confidential information and to keep your user name and password confidential. You also agree not to use another Authorized User's user name and password. You will immediately notify Medallion if You become aware of any loss or theft of your password or any unauthorized use of your user name and password. Medallion cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Medallion reserves the right to delete or change a user name or password at any time and for any reason.

Privacy Policy.

You understand, acknowledge, and agree that the operation of certain areas of the eSETTLEMENT Platform requires the submission, use, and dissemination of various personal identifying information. Accordingly, if You wish to access and use those areas of the eSETTLEMENT Platform, You acknowledge and agree that your use of the eSETTLEMENT Platform will constitute acceptance of Medallion's personal identifying information collection and use practices. Please see Medallion's Privacy Policy http://medallionanalytics.com/privacy-policy for a summary of Medallion's personal identifying information collection and use practices.

Proprietary Rights.

This TOS provides only a limited license to use the eSETTLEMENT Platform. Except as expressly provided herein, Medallion does not grant any express or implied right to You or any other person under any intellectual or proprietary rights. Accordingly, You expressly acknowledge and agree that Medallion transfers no ownership or intellectual property interest or title in and to the eSETTLEMENT Platform to You or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the eSETTLEMENT Platform, unless otherwise indicated, are owned, controlled, and licensed by Medallion and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. The eSETTLEMENT Platform is Copyright © 2010 Medallion Analytics. All rights reserved. Medallion also owns a copyright in the contents and look and feel of the eSETTLEMENT Platform as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content and look and feel of the eSETTLEMENT Platform. eSETTLEMENT, MEDALLION, MEDALLION ANALYTICS, the Medallion "M" logo, eVAULT, eCLOSING, ePOSTCLOSING, eAUDIT, eWORKFLOW, DATA eXTRACTION, eSECONDARY SOLUTION, and all other names, logos, and icons identifying Medallion and its programs, products, and services are proprietary trademarks of Medallion, and any use of such marks, including, without limitation, as domain names, without the express written permission of Medallion is strictly prohibited. Other product and company names mentioned herein may be the trademarks and/or service marks of their respective owners.

Feedback.

Medallion welcomes your feedback and suggestions about Medallion's products or services or with respect to how to improve the eSETTLEMENT Platform. By transmitting any suggestions, information, material, or other content (collectively, “feedback”) to Medallion, You represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey to Medallion and enable Medallion to use such feedback. In addition, any feedback received through the eSETTLEMENT Platform will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Medallion to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and You hereby waive any claim to the contrary.

Third-Party Products/Services.

Medallion, in its sole discretion, may post the advertisements of third parties on the eSETTLEMENT Platform and/or feature materials, programs, products, and services provided by third parties. Medallion makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services which such third-party materials, products, and services may access. Your correspondence or any other dealings with third parties found on the eSETTLEMENT Platform are solely between You and such third party. Accordingly, Medallion expressly disclaims responsibility and liability for all third-party provided materials, programs, products, and services contained on or accessed through the eSETTLEMENT Platform, and You agree that Medallion shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the eSETTLEMENT Platform.

Links to Other Sites.

Medallion may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by Medallion and are maintained by third parties over which Medallion exercises no control. Accordingly, Medallion expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.

Disclaimer.

THE eSETTLEMENT PLATFORM IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. MEDALLION MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE eSETTLEMENT PLATFORM AT ANY TIME AND FOR ANY REASON. Other than the right to fulfill its obligations under this TOS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Medallion expressly disclaims all OTHER warranties, either express or implied, including, WITHOUT LIMITATION, any warranties OF INTERFERENCE WITH ENJOYMENT OF INFORMATION, NON-INFRINGEMENT, merchantability, QUALITY, OR fitness for a particular purpose. MOREOVER, YOU ACKNOWLEDGE AND AGREE THAT MEDALLION DOES NOT WARRANT THAT THE eSETTLEMENT PLATFORM WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS OR MEET ANY LEGAL OR CERTIFICATION STANDARD. BECAUSE THE eSETTLEMENT PLATFORM IS BASED ON YOUR RULES, REQUIREMENTS, AND DATA, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE eSETTLEMENT PLATFORM IS WITH YOU. IF THIS DISCLAIMER OF WARRANTY IS HELD TO BE UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION IN ANY MANNER, THEN ALL EXPRESS AND/OR IMPLIED WARRANTIES MANDATED BY SUCH COURT SHALL BE LIMITED IN DURATION TO A PERIOD OF 30 DAYS FROM THE ComMENCEMENT OF THE INITIAL LICENSE PERIOD FOR THE eSETTLEMENT Platform AND NO WARRANTIES SHALL APPLY AFTER THIS 30-day PERIOD.

Limitation of Liability.

YOU ACKNOWLEDGE AND AGREE THAT THE eSETTLEMENT PLATFORM IS NOT A LOAN ORIGINATION SYSTEM, E-DISCLOSURE APPLICATION, TECHNOLOGY, OR SOFTWARE THAT CAN CHANGE YOUR MORTGAGE, I.T., OR OTHER PROCESSES OR VENDOR OR PARTNER RELATIONSHIPS. IN ADDITION, YOU acknowledge and agree that MEDALLION shall not be liable or responsible for any claim, damage, or loss resulting from a cause beyond MEDALLION's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. Medallion also assumes no responsibility for YOUR FAilure to comply with any applicable law or regulation or for the deletion of or failure to store any content or information beyond Medallion's stated obligations found at http://medallionanalytics.com/storage-and-security. YOU ALSO ACKNOWLEDGE AND AGREE THAT Medallion will not be liable to YOU, or anyone claiming under or through YOU, for any indirect, special, punitive or consequential damages (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF BUSINESS, PROFITS, OR INFORMATION), regardless of whether Medallion was advised of the possibility of such damages. The ENTIRE liability of Medallion for any claim arising out of or in connection with the Agreement shall not exceed that amount paid to Medallion by Licensee under the Agreement WITHIN THE PRIOR THREE MONTHS OF THE date on which such claim is made.

Indemnity.

You agree to defend, indemnify, and hold harmless Medallion and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by You of this TOS.

Governing Law.

This TOS has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the Commonwealth of Pennsylvania, U.S.A. as applied to agreements entered into and completely performed in the Commonwealth of Pennsylvania. You and Medallion each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the federal or state courts in the Commonwealth of Pennsylvania for any disputes between us under or arising out of this TOS. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOS and acknowledge that either party may seek attorney's fees in any proceeding. Any claim You might have against Medallion must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. In addition, You agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this TOS and that each party has the right to seek attorneys' fees in any proceeding. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOS and is hereby disclaimed. Medallion makes no representation that the eSETTLEMENT Platform is appropriate or available for use in other locations, and access to the eSETTLEMENT Platform from territories or nations where any aspect of the eSETTLEMENT Platform is illegal is prohibited. You access the eSETTLEMENT Platform on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the eSETTLEMENT Platform. A printed version of this TOS and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact Medallion if You wish to receive a printed copy of this TOS.

Enforcing the Security on the Site.

Actual or attempted unauthorized use of the eSETTLEMENT Platform may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Medallion reserves the right to view, monitor, and record activity on the eSETTLEMENT Platform without notice or permission from You, including, without limitation, by archiving notices or communications sent by You through the eSETTLEMENT Platform. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the eSETTLEMENT Platform as well as to disclosures required by or under applicable law or related government agency actions. Medallion will also comply with all court orders involving requests for such information. In addition to the foregoing, Medallion reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the eSETTLEMENT Platform, or any portion of the eSETTLEMENT Platform, in order to protect the eSETTLEMENT Platform, Medallion, or Medallion's business.

Term and Termination.

Assuming You or your organization has executed a Pricing &Order Form for access to the eSETTLEMENT Platform, this TOS and your right to use the eSETTLEMENT Platform will take effect at the moment You click "I ACCEPT" or You install, access, or use the eSETTLEMENT Platform and is effective until terminated as set forth below or until expired as set forth in the Pricing &Order Form with Medallion. This TOS will terminate automatically if You click "I REJECT" or if You or your organization has failed to execute or no longer has in place an active Pricing &Order Form. In addition, this TOS will also terminate automatically if You fail to comply with this TOS, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this TOS at any time by ceasing to use the eSETTLEMENT Platform, but all applicable provisions of this TOS will survive termination, as identified below. Upon termination, You must destroy all copies of any aspect of the eSETTLEMENT Platform in your possession. In addition to the "Miscellaneous" provision, the provisions concerning restrictions, Medallion's proprietary rights, feedback, disclaimer of warranty, enforcing security, indemnity, and limitation of liability will survive the termination of this TOS for any reason.

Miscellaneous.

You acknowledge that any breach, threatened or actual, of this TOS will cause irreparable injury to Medallion, such injury would not be quantifiable in monetary damages, and Medallion would not have an adequate remedy at law. You therefore agree that Medallion shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOS. Accordingly, You hereby waive any requirement that Medallion post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Medallion to enforce any provision of this TOS. You agree that this TOS is for the benefit of You and Medallion as well as Medallion's licensors. Accordingly, this TOS is personal to You, and You may not assign your rights or obligations to any other person or entity without Medallion's prior written consent. Failure by Medallion to insist on strict performance of any of the terms and conditions of this TOS will not operate as a waiver by Medallion of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this TOS is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between You and Medallion as result of this TOS or your utilization of the eSETTLEMENT Platform. Headings herein are for convenience only. This TOS, along with the Medallion's Privacy Policy and associated Pricing &Order Form (and its T's and C's) with Medallion for the eSETTLEMENT Platform, represents the entire agreement between You and Medallion with respect to use of the eSETTLEMENT Platform, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and Medallion with respect to the eSETTLEMENT Platform. In the event of any conflict between this TOS and the Pricing &Order Form, the Pricing &Order Form and its T's &C's shall control. Unless otherwise agreed to by Medallion, please note that Medallion reserves the right to change the terms and conditions of this TOS by providing You notice or a copy of such revised version of this TOS. Your continued use of the eSETTLEMENT Platform will be conclusively deemed acceptance of any change to this TOS or the eSETTLEMENT Platform. If You have questions regarding the eSETTLEMENT Platform or if You are interested in obtaining more information concerning Medallion and its products or services, please contact Medallion at support@medallionanalytics.com.