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Agreement for Service
DECLARATIONS
This Agreement for Service is with Be Compliant, Inc. (also dba Be In Front
Marketing)
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1. SERVICES AND RESPONSIBILITIES
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1.1
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Be Compliant, Inc., located at 14 Red Leaf Lane; Ladera Ranch,
CA92694, hereinafter referred to
as BC, agrees to operate the compliance support and/or marketing service on
behalf of ___________________________________________________________,
located at __________________________________________________________;
hereinafter referred to as Client. The details of the service to be
performed for Client are described in Appendix A.
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1.2
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BC will operate the system for Client Monday through Friday
except for legal holidays. BC will prepare the letters, messages, and
notices provided by this service at its facility from the raw data supplied
to BC by Client. BC will then transmit to the consumers any e-mail versions
of the documents when applicable. BC will transfer the printable versions
of the documents to Client for final printing and mail handling. Client
will also receive the report of daily activity for printing and retaining
as proof of fulfillment which is available at the Reports web site.
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1.3
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Client will provide and bear the cost of necessary computer
equipment, printers, modems or DSL connections to the Internet, and
telephone lines required by the service to transfer data and receive
inbound e-mail sent to Client's facility. In order to use the system,
Client must maintain access to the Internet and be using the following
operating systems and software: Windows XP, NT or 2000 AND MICROSOFT OFFICE
WORD.Additionally, Client will use
Calyx POINT loan origination software for the duration of this
agreement.Any change to different loan
origination software must be agreeable to both BC and Client.A sixty day transition period is
necessary to build new interfaces to BC.
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1.4
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All letterhead, paper, printing, and mail handling costs are
the responsibility of Client.
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1.5
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BC will not interact directly with any of Client's customers
without first receiving written permission from Client.
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1.6
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Data will be transferred from Client to BC by the following
method: Client will use the automated upload program provided by BC.Telephone and Internet service charges
for data transferred to the BC web site by Client are the responsibility of
Client. Telephone and Internet service charges for data transferred from BC
to Client are the responsibility of BC.
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2. FEES AND BILLING
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2.1
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Fees:See Appendix A.Payment arrangements should be done in
advance for payment via PayPal, Credit Card or Check.
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2.2
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Billing:Payment is
due in advance of service rendered.
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2.2.1
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Invoices are due on the 15th of each month and
will be delivered to client approximately 2 weeks in advance of the due
date.At the sole option of Be
Compliant, Inc., the service may be suspended if payment remains unpaid
for 30 days past the due date.
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2.2.2
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If payment is by check, it should be made payable to Be
Compliant, Inc., and mailed to: Be Compliant, Inc., 14 Red Leaf Lane;
Ladera Ranch, CA92694.
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3. LIMITATION OF LIABILITY
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3.1
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BC's responsibilities under this agreement are to replicate
the documents according to Client's specifications in a timely manner.
Client will secure documentation from a reputable company that is in the
business of researching and providing compliant documentation for the
mortgage industry. If Client has any doubts regarding a specific wording,
Client will seek the advice of local counsel or of the Attorney General of
the state governing the transaction in question.
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3.2
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BC's responsibilities under this agreement are to replicate
the documents according to Client's specifications in a timely manner.
Provided that Client places the raw data at the data upload web site by
7p.m. each day, BC agrees to distribute the marketing letters, compliance
notices, status updates, and reports to Client and Client's customers by 3
p.m. the next day via web site posting, e-mail or, in the event that the
customer does not have an e-mail address, Be Compliant will supply Client
with a printable document for these notices that cannot be delivered via
e-mail. In the event that there are technical difficulties at Client's
location or at BC's location BC has an additional 24 hours to complete the
processing. BC cannot guarantee that Client completes the mail-handling
neither can BC guarantee that the United States Postal service or Internet
e-mail service delivers the documents.
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4. CONFIDENTIALITY
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4.1
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BC acknowledges that in the course of carrying out its duties
under this Agreement it will acquire access to certain information
constituting identities of Client's prospects and customers, which is
proprietary in nature. As part of the material consideration for entry by Client
into this Agreement, BC agrees that it will support and abide by Client's
Privacy Policy and will not sell the information so obtained to any third
party, nor permit use of such proprietary information by it or its staff
members, agents, and employees. It shall not be deemed a violation of this
paragraph if BC inadvertently or incidentally solicits such customers as a
result of advertising or marketing efforts of general application.
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4.2
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In the course of the parties' association, each party may have
access to confidential information, records, data and trade secrets
relating to other's business, product(s), its customers, clients,
principals, and other associates, including but not limited to the Be
Compliant support service and all letters, forms, documents and notices.
Such information is secret and is disclosed to the other in confidence. The
parties will not, without the other's prior written consent, directly or
indirectly disclose to any third person or use any such confidential
information or trade secrets in violation of this Agreement. Any
associates, corporation, organization, firm, company, trust or individual
of which the party hereto is a member of, principal of, agent for, employee
of, or otherwise, is bound by this restriction. Any violation of this
paragraph shall constitute "Unfair Business Practices" under the
laws of the State of California.
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4.3
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The parties further agree for themselves, their heirs,
successors and assigns, agents, employees, and representatives that for a period
of the life of this agreement, plus two (2) years from the date of the last
scheduled payment under this Agreement that Client will do all things
necessary to protect the positions, interests, and trade secrets of BC, and
to do nothing tending to abrogate or circumvent the rights and interest of
BC in connection with this transaction or any substantially similar
subsequent transaction. Any associates, corporation, organization, firm,
company, trust or individual of which the party hereto is a member of,
principal of, officer or director of, agent for, employee of, or otherwise,
is bound by this restriction. Any violation of this paragraph shall
constitute "Unfair Business Practices" under the laws of the
State of California.
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5. APPLICABLE LAW
The parties agree that this Agreement is entered into in the State of
California.The parties agree that
the jurisdiction, venue and applicable law involved over the persons and
subject matter of this Agreement concerning the interpretation and the resolution
of any disputes between the parties shall be Orange County, State of
California.
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6. ARBITRATION
This agreement and any controversy or claim arising out of or relating to any
part of any provision of this Agreement, or breach thereof, which is not
settled to please the parties involved shall be finally adjudicated under the
Rules of Binding Arbitration of the American Arbitration Association in Santa
Ana, California, by one Arbitrator appointed in accordance with the said
rules; and judgment upon the award rendered by the Arbitrator may be entered
in any Court having jurisdiction thereof, including the award to the
aggrieved party, its, successors, heirs and/or assigns for all Court costs,
reasonable attorneys' fees, and other charges and damages deemed fair by the
Arbitrator. The party concerned shall send the other party a written
"Notice of Controversy" setting forth the exact nature of the
complaint and the facts relied upon. Agreement to the selection of an
arbitrator must occur within 30 days after "Notice of Controversy,"
and arbitration trial within 180 days after "Notice of
Controversy." Unless otherwise agreed, all discovery proceeding shall
occur in Santa Ana, California.
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7. TERM and TERMINATION
The term of this agreement is one (1) year and is automatically renewable
unless either BC or Client wants to modify any part of the agreement.All modifications to this agreement must
be written and signed by both BC and Client.This agreement may be terminated by either party in writing delivered
via Certified Mail to the addresses listed in this agreement with 90 days
notice.
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___________________________
For
CLIENT
Date
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___________________________
For Be Compliant, Inc. Date
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