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Processing Agreement

Effective July 21, 2023

The Kudos Financial third-party processing service (the “Service”) involves processing mortgage loan applications originated by you. You (the "Client") are properly licensed and approved to originate and close mortgage loans in any state in which we are licensed or registered to operate. Kudos Financial LLC ("Kudos Financial", "KudosFi", "Processor", "us," "our," or "we") offers the Service to you under the terms and conditions outlined below (the “Processing Agreement”). By using the Service, you agree to be bound by these terms. Kudos Financial provides the Service in accordance with this Processing Agreement. Please read this Processing Agreement carefully, and keep a copy for your reference.

By checking the box on the loan submission form found on our website or any other web-accessible digital asset, you acknowledge and agree to the terms and conditions of this Processing Agreement for each loan submitted for third-party processing.


Terms of Use

Your use of Kudos Financial is subject to the Kudos Financial Terms of Use. Please review our Terms of Use.

Kudos Financial is a third party loan processing company used by borrowers, brokers, mortgage loan originators, and lenders. The Service includes, but not limited to, features for uploading, downloading, managing, and verifying documents and information related to obtaining a loan. These Terms of Use apply to all users, including borrowers, loan originators and lenders.


Privacy Policy

Your use of Kudos Financial is subject to the Kudos Financial Privacy Policy. Please review our Privacy Policy.

Kudos Financial provides third party mortgage loan processing services related to mortgage loan applications that have been submitted to an independent loan originator, mortgage broker, or mortgage lender. When you choose to provide Personal Information to us, we are collecting this information on behalf of ourselves, our parent company, subsidiaries and other entities under common control with Kudos Financial (collectively, "Affiliates"), as well you, the independent loan originators, mortgage brokers and mortgage lenders.

 

If you are under 18, you cannot use the Service. Kudos Financial does not knowingly collect, either online or offline, personal information from persons under the age of 18. Always use caution when giving out any personally identifying information about yourself or your children.


Services

Client may, from time to time, submit loan applications it has originated to Processor for processing using a web-accessible form provided by Processor. Processor agrees to promptly and diligently process such loans in compliance with all applicable GSE guidelines and will make every effort to see that all loan applications are fully processed to the extent that the Client’s chosen investor requirements are fully satisfied.


Client Duties

Client duties include, but are not limited to, the timely delivery of all documents and information referenced in this paragraph to the extent applicable to a particular loan product (the "Loan File")  for processing to Processor:

  1. Completed and signed 1003 (the “Application”)

  2. Tri-merge credit report

  3. Loan Estimate

  4. Intent to Proceed

  5. Any applicable income docs

  6. AUS Findings Report (if applicable)

  7. Fully Executed Purchase Contract with all Addendums & Amendments (if purchase)

  8. Any other documentation required as part of Processor’s loan submission process


Additional Client Duties

Client is also responsible for the following: 

  1. Conducting all loan origination activities

  2. Pre-qualifying the borrower for the loan

  3. Collecting the application fee, if applicable

  4. Selecting an appropriate lender/investor

  5. Locking in interest rate with the lender/investor

  6. Completing and timely forwarding of any required disclosures, including TRID documents

  7. Delivering revised Loan Estimates

  8. Ensuring the accuracy of the Closing Disclosure

  9. Delivering revised Closing Disclosures

  10. Sending all original or needed documentation to Processor or lender/investor, as requested

  11. Delivery of the Loan File, fully processed, to the lender/investor for final approval


Processor Duties

Processor's general duties shall include collecting verification forms, ordering credit-related reports, and/or preparing for endorsement and shipping of loans to lenders/investors. Processor will make every reasonable effort to ensure that all loan applications are fully processed in accordance with the Client's requirements. Upon receipt of the electronically submitted Loan File, begin processing same for closing, which shall include the following procedures:

  1. Collecting missing Loan File documentation

  2. Calculate income

  3. Order verifications, as required

  4. Order credit report supplements, as required

  5. Order appraisal, as required

  6. Order title, as required

  7. Order flood determination, as required

  8. Order and assemble such other information needed to fully process the Loan

  9. Gathering additional items from the borrower


Processor Licensing and Registration

In those states that require a mortgage loan processor to be licensed as a mortgage loan originator and/or registered as a loan processor, Processor hereby represents and warrants that it currently possesses, and at all relevant times has maintained in good standing, any and all licenses, registrations, and authorizations required to conduct business as a loan processor for each state in which such business will be conducted.


Processor Fees

For each mortgage loan processed by Processor on behalf of the Client under the terms of this Agreement, Processor will be paid a flat fee of $799 (“Processing Fee”). Processor will not receive payment for any mortgage loan that does not close unless designated under the provision 'Additional Fees and Charges' of this Agreement. In connection with this payment, the Client acknowledges that the most mutually desirable method of payment of all fees due Processor, accrued pursuant to the terms of this Agreement, is by direct payment by the designated closing agent involved in each transaction. By signing this Agreement, the Client acknowledges its complete support for this stated method of payment of fees due to Processor. In cases where payment of third party processing fees is restricted, Client will instruct the closing agent to deduct the fees due Processor from funds due the Client, and forward payment directly to Processor. In other cases where fees due Processor had not been listed on the Loan Estimate prior to hiring Processor, Client will also instruct the closing agent to deduct the fees due Processor from funds due the Client, and forward payment directly to Processor.


Processor Contributions

As part of Processor’s third-party loan processing services, Processor may make contributions towards certain closing costs on behalf of the borrower. These contributions are intended to honor the flat-rate pricing offered to Client, and to facilitate expedited loan processing. Processor may contribute to specific closing costs, such as appraisal fees, title settlement fees, title signing fees, deed preparation fees, and other related fees as detailed in the Processor Contribution Authorization form provided to the title company and/or lender. These contributions will be funded by deducting the specified amounts from our Processing Fee payable at closing. The contributions made by Processor are not tied to any specific interest in the loan terms or the property sale price and should not be considered part of the Interested Party Contributions (IPC) limits. Processor's contributions are made to enhance the borrower's experience and streamline the loan process. These contributions are a standard part of our business practice to ensure efficient processing and timely closing of loans, and not for gaining any financial advantage in the loan terms or outcome. The Processor Contribution Authorization form will be sent to the title company detailing the amounts of Processor's contributions based on the fees associated with the loan. These contributions will be clearly documented and disclosed as required by applicable laws and regulations. Processor, acting purely as a loan processing service provider, is not considered an interested party in the loan transaction as defined by the GSEs and other regulatory guidelines. Our contributions are administrative and professional in nature, ensuring that they do not affect compliance with IPC limits.


Additional Fees and Charges

Client agrees to pay, or have the borrower pay, additional fees to the Processor based on the verifications and supplemental documents needed for loan processing, whether or not the loan is closed. All orders will be processed on a pre-pay basis only.  Processor will proceed with the applicable work only after each fee has been paid for by the borrower or Client. In the event of a cancellation or dispute regarding the subject credit card transaction, Client shall indemnify and hold harmless Processor from and against any and all loss, claim, damage, or expense that Processor may suffer in connection with such dispute or cancellation. Processor shall bill Client for any such loss, claim, damage, or expense and the failure of borrower or Client to pay any such amounts within thirty (30) calendar days from notice of such loss, claim, damage, or expense and any failure to pay such amounts shall constitute a material breach of this Agreement. Those fees are due prior to loan processing and are set out as follows: 

  • Verification Fee: $99 per borrower/co-borrower

  • Additional Employer Fee: $59 per employer

  • Reprocessing Fee: $99 per borrower/co-borrower + $59 per additional employer

  • Subordination Fee: pass-through cost

Additional fees may be incurred on some transactions and include any of the following: 

  • Any shipping/courier charges involved in any special request for original documentation to Client and/or lender/investor

  • Any charges to Processor and designated affiliates not listed above for additional verifications and/or supporting docs requested by Client

  • Other extraordinary fees as documented and billed

  • Other services requested by Client in addition to those covered by the Processing fee


Verification Fee Billing

For each mortgage loan processed, Processor charges a Verification Fee per borrower as specified in the provision 'Additional Fees & Charges'. The Client has the option to choose one of the following billing methods for the Verification Fee:

  1. Bill Client Upfront and Recoup at Closing:

    • Processor will bill the Client upfront for the Verification Fee. The Client can then recoup this fee at closing. This fee will be included in the Client’s closing costs and paid by the borrower as part of the final loan settlement.

  2. Bill Borrower Directly:

    • Processor will bill the borrower directly for the Verification Fee. This fee will be included in the Client’s closing costs but will appear as paid outside of closing (POC). The borrower will be responsible for paying this fee as part of their loan application process.

  3. Client Absorbs the Cost:

    • The Client may choose to absorb the Verification Fee as an operational expense. In this case, the Client will pay the fee out-of-pocket upfront, and it will not be passed on to the borrower.

The selected billing method must be communicated to Processor at the time of loan submission. Any changes to the billing method after the loan submission must be agreed upon in writing by both the Client and Processor.


Fee Adjustment

The Parties acknowledge and agree that any fees may be updated by Processor from time to time to reflect any fee changes or changes in conditions beyond Processor’s control, including, but not limited to, any fee changes by its network of providers, or statutory or regulatory changes. Any update will be made by means of an email notice to Client provided at least thirty (30) calendar days prior to the effective date of said change and will constitute an amendment to the applicable Agreement unless circumstances, law, rule, or regulation requires that it be updated at an earlier time. The written notice will explain the amendment and will specify the change(s) to any fees and the effective date of said change(s).  Client further acknowledges and agrees that the continued use of the service will constitute agreement with the fee adjustment.


Loan Validity

Each loan submitted for processing under this Agreement is valid for a period of ninety (90) days from the date of submission. After the 90-day period, many documents, calculations, verifications, and reports associated with the loan may expire, rendering the loan processing incomplete or inaccurate. If a loan exceeds the 90-day validity period without being fully closed and funded, a Reprocessing Fee may be applied as specified in the provision 'Additional Fees & Charges'. This fee covers the additional work required to update and re-verify all necessary documents, calculations, and reports to ensure the accuracy and compliance of the loan. Upon reaching the 90-day validity period, Processor will notify Client in writing that the loan requires reprocessing. Client agrees to promptly cooperate with Processor to address any issues or provide any additional documentation needed to complete the reprocessing of the loan. Failure to pay the Reprocessing Fee can result in the cancellation of any 3rd party loan processing services on that loan. Additionally, any preferred network pricing based on Processor's network of providers would no longer be applicable, and Client would need to reprice the loan accordingly. The application of the Reprocessing Fee and the requirement for reprocessing do not constitute a termination of this Agreement or the Processor’s services. All other provisions of this Agreement remain in full force and effect.


21-Day Guarantee

Processor guarantees that the loan will get the clear-to-close within 21 days from the business day after the complete loan file is submitted to Processor, provided that all necessary documentation and information are supplied promptly by the Client and borrower, and there are no delays outside of Processor's control; if the loan does not get the clear-to-close within this 21-day period, Processor will deduct $100 from the Processing Fee payable at closing. This guarantee requires the use of Processor's network of service providers, which includes title services, appraisals, verifications, flood, and other related services. The guarantee applies only if the loan is a QM loan, remains with the same loan program and lender as initially submitted, and does not include the addition of co-borrowers after loan submission. Additionally, any requests from Processor for required documentation or information, as well as any required payments, must be completed within 24 business hours by the Client and borrower. This guarantee does not apply if:

  1. The borrower(s) or Client change loan product, terms, loan amount, or eligibility requirements.

  2. Clear-to-close is delayed due to the seller's failure to comply with any requests (e.g., appraisal coordination, home inspection, repair confirmation).

  3. The borrower(s) become ineligible for the loan or fail to meet contract requirements.

  4. The borrower(s) omit or fail to deliver information or documentation to Processor or its network of service providers within a timely manner that results in delayed closing.

  5. Homeowners Insurance (HOI) is not provided prior to closing.

  6. Clear-to-close is delayed due to events of force majeure.

  7. Delays are caused by third parties, regulatory issues, or any other circumstances beyond Processor's reasonable control.

Processor is not liable for any damages related to the transaction delay or failure to get the clear-to-close (e.g., increased moving costs, temporary housing to bridge the gap between expected closing date and actual closing date). As the benefits under the guarantee are deducted from the borrower's cost through an adjustment to the closing costs, the requisite adjustments to your Closing Disclosures could cause additional delays for which we are not responsible.


Prohibited Activities

The Parties acknowledge and agree that Processor will at no time engage in any management, underwriting, or loan origination activities as defined under applicable federal and state law. The Client at all times will be responsible for the quality of the mortgages and must ensure that the mortgages comply with applicable legal requirements.


Disclosures

Processor and designated affiliates assume no liability for errors or omissions of third parties on loan applications or closing documentation. The Client is entirely responsible for verifying closing figures, and all documents prior to signing, as well as assuring that all loan documents meet local, state, and federal guidelines. Additionally, the Client is responsible for the following: 

  1. Choosing the lender to submit the loan application to

  2. Locking the chosen interest rate with the lender

  3. Helping gather the missing items from the borrower as provided by Processor and designated affiliates and service providers

  4. Sending out all disclosures as required by law at the proper timing

  5. Forwarding all original documentation to Processor and designated affiliates as requested


Documentation

All documents pertaining to the Loan File for processing must be delivered in a digital format to the Processor. Any subsequent documents gathered by the Processor or Client will also be digitized and emailed to client with any documentation that requires physical storage to be kept in a safe and secure location until the loan is closed or canceled. After the loan is closed or canceled, Processor will submit to Client any and all legally required physical documentation in its possession for adherence to all applicable Federal, State and local laws and regulations. Processor is not responsible for the long-term storage of any digital or physical documentation pertaining to the loan, except at a minimum to satisfy its legal and regulatory obligations, as it’s merely an independent contractor performing clerical and administrative duties.

 

Forms, Templates & Tools

Processor will use their own custom forms and templates as well as tools to conduct Processor’s duties within the loan process and may request Client’s internal forms and templates or tools, from time-to-time, as they see fit. Client will not work to recreate Processor’s custom forms or templates for their own use.


Confidentiality

Both Processor and Client agree to treat as confidential the following information obtained in the course of their business relationship with each other: 1) any and all proprietary technical, business, operational, financial, and/or commercial information; and 2) any and all sensitive financial information and other non-public personal information of consumers. Both parties shall use this confidential information only to the extent reasonably required for the purpose of carrying out the terms of this Agreement.


Security Standards

To the extent Processor is in possession of any Confidential Information in its provision of a service hereunder, Processor has implemented and throughout the term of this Agreement shall maintain commercially reasonable security measures designed to: (a) protect the security and confidentiality of Client’s Confidential Information, including any applicable nonpublic personal information (“NPI”); (b) protect against any anticipated threats or hazards to the security or integrity of such Confidential Information or NPI; and (c) protect against unauthorized access to or use of such Confidential Information or NPI that could result in substantial harm or inconvenience to any of Client’s “customers” who are “consumers” as such terms are defined in the Gramm-Leach-Bliley Act (15 U.S. Code §6801 et seq.) (the “GLB Act”). Processor shall use commercially reasonable efforts to adhere to such additional security measures with respect to Confidential Information or NPI as may be reasonably requested by Client. Client shall reimburse Processor if the implementation of and/or adherence to such additional security measures increases Processor’s costs of operation and such additional security measures are not generally required by Applicable Laws.


Insurance

Processor agrees to maintain errors and omissions and cyber liability insurance with an aggregate limit of not less than $100,000 per claim. Processor also agrees to maintain commercial general liability with a limit of not less than $1,000,000 per occurrence and an aggregate limit of not less than $1,000,000. Processor agrees to maintain workers’ compensation coverage as required by applicable state law. Client shall at any time have the right to request Processor to furnish certificates of insurance showing that the required insurance is in force and satisfies all requirements stated in this paragraph or any insurance required by any Exhibit or Schedule.


Substantial Performance

Substantial Performance is defined as achieving a Clear-to-Close status for the loan. In the event that Substantial Performance is achieved on a specific loan, the obligations related to the specific loan will be deemed substantially fulfilled. However, Client reserves the right to cancel the loan even if Substantial Performance is achieved. In such cases, the Processor will be entitled to receive its Processing Fee for that specific loan upon achieving Substantial Performance, regardless of Client's decision to cancel the loan.


Term of Agreement

This Agreement shall commence on the Effective Date (the date you submit the loan for processing) and shall continue in full force and effect for the duration of the processing of the specific loan submitted. This term will end upon the completion of the loan processing, which includes (a) closing, (b) cancellation by the borrower, or (c) denial by the lender.


Termination of Agreement

Either Party may terminate the processing of a specific loan at any time upon written notice to the other Party. No further processing services will be provided for that particular loan after a notice of termination is issued. Any existing loans will be completed to either: (a) closing, (b) cancellation by the borrower, or (c) denial by the lender, unless Client or Processor explicitly requests termination of work on specific loans.


Non-Solicitation

Processor agrees that it will not solicit any of the borrowers whose loan applications are submitted to Processor for the purpose of obtaining loans for such persons. Processor shall not convey or transfer any loan application information to any other company without specific written permission from the Client, unless part of its network of affiliates and service providers.


Non-Employee Acquisition

Client shall not, on the Client’s behalf or on behalf of any other party, solicit, seek, or acquire any processor employed by Processor, at any time during the term of this Agreement.


Non-Exclusivity

Processor will provide the services to Client within any state Processor is licensed to do business on a non-exclusive basis.


Independent Contractor

The Parties acknowledge and agree that Processor is not an employee of the Client and is an independent contractor. Nothing in this Agreement shall be construed as constituting a partnership, joint venture, or association of any kind, or agent/principal relationship between the Parties hereto. Processor may, from time to time, fill out order forms on behalf of the Client in order to secure appraisals, credit reports, title insurance, surveys, Homeowners Certificates and other documents necessary to perform its processing obligations. It is understood that Processor orders these documents only as a courtesy to the Client, and the Client agrees to accept financial responsibility for any and all documents ordered in connection with the processing of their loan applications not already covered in fees paid by Client or borrower.


Third-Party Subcontractors

It is understood that Processor will be operating as a third-party vendor manager for certain services (i.e., subcontract with Processor’s affiliates and/or Processor’s network of providers).  Unless otherwise agreed to, Processor may use its network of providers without consent of Client, provided that such subcontractor shall be subject to and comply with the terms of this Agreement to the extent applicable to the services. The use of any subcontractor shall not release Processor from its timely compliance with the terms and conditions of this Agreement.


Affiliates

Processor may retain any of its affiliates, without consent of Client, as a subcontractor or subcontractors to provide or perform any number of the services under this Agreement on behalf of Client, provided that Processor shall ensure that each such affiliate shall be subject to and comply with the terms of this Agreement to the same extent to which Processor is otherwise liable.  Processor shall maintain and provide, upon Client’s written request, proof of valid business license(s) for Processor and any affiliate subcontractor(s) or vendor(s) engaged by Processor hereunder, as may be required by Applicable Law in the performance of the services.  Any licensed or regulated services to be provided by Processor through an affiliate shall be covered by this Agreement.  The use of any affiliate shall not release Processor from its timely compliance with the terms and conditions of this Agreement.


Third-Party Beneficiaries

The Parties intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person or entity other than the Parties.


Amendment

The terms and conditions of this Agreement may not be modified or amended other than by writing signed by both Parties.


Notices

All notices required or permitted by this Agreement shall be in writing and delivered by one of the following methods: (i) email, (ii) certified mail with return receipt requested, (iii) overnight courier, (iv) facsimile, or (v) regular mail. Notices shall be sent to Processor at the contact information provided herein, or to Client at the contact information provided to Processor from time to time, or as otherwise subsequently specified in writing by a Party in accordance with this paragraph.

 

Kudos Financial

19 Clifford St

#05-112

Detroit, MI 48226

E: corporate@kudosfi.com

P: (248) 942-4913

F: (248) 325-8572


Use of Name

Neither Party nor any of such Party’s designated affiliates, without the express written consent of the other Party, shall use the name, logo, trademarks, or service marks of the other Party, or its designated affiliates, in promotional or marketing material, or on a publicly available list of customers. Nothing in this paragraph shall restrict any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of the releasing Party, or its designated affiliates. Notwithstanding the foregoing and provided Processor’s performance meets contractual service levels under this Agreement, Client agrees, upon request, to provide a public announcement or testimonial/endorsement from a Client executive regarding the use of Processor’s services and Client further agrees that Processor may include Client as part of its listing of customers. Client shall have the right to review and approve any such public announcement or testimonial/endorsement prior to the publication by Processor. Neither Party’s consent or approval shall be unreasonably withheld, conditioned, or delayed.


Headings

The headings in this Agreement are for reference and convenience purposes only and shall not be considered in the interpretation of this Agreement.


Further Assurances

The Parties shall perform all acts and execute all supplementary instruments or documents that may be necessary to carry out the intent of this Agreement.


Counterparts

This Agreement may be executed in one or more counterparts, each of which is deemed an original, but all of which together constitute one agreement. Further, this Agreement may be accepted in electronic form (e.g., by an electronic or digital signature or other means of demonstrating assent) and each Party’s acceptance shall be deemed binding between the Parties. Each Party acknowledges and agrees it shall not contest the validity or enforceability of this Agreement, including under any applicable statute of fraud, because they were accepted and/or signed in electronic form. Each Party further acknowledges and agrees that it shall not contest the validity or enforceability of a signed facsimile copy of this Agreement on the basis that it lacks an original handwritten signature.  Facsimile signatures shall be considered valid signatures as of the date of this Agreement. Computer maintained records of a Party when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.


Waiver

The Parties shall perform all acts and execute all supplementary instruments or documents that may be necessary to carry out the intent of this Agreement.


Indemnification

Client shall indemnify, defend, and hold harmless Processor and its officers, directors, employees, parent companies, affiliates, subsidiaries, successors and assigns from any and all claims and/or losses asserted against Processor of any kind or nature whether directly or indirectly caused by (or relating in any way to):

  1. any negligent or intentional acts, conduct, actions, or omissions of Client or borrower; or any of their agents, servants or employees, or other persons under their direction or control; or

  2. Client’s or any borrower’s willful misconduct, fraud, or any claim, or loss in connection with the provision of the services by Processor to Client; or

  3. the failure of any of Client’s representations or warranties made in this or any other agreement to be true when made; or

  4. Client’s use or misuse of the services provided by Processor; or

  5. Client’s use or misuse of any of the Processor’s copyrights, marks, or trade secrets; or

  6. Client’s obligations (including contractual or other obligations) between Client and any other party, including any other third party; or

  7. any dispute between Client and any other party, including any other third party; or

  8. Client’s or any borrower’s violation of Applicable Law; or

  9. any breach in the performance of Client’s obligations under this or any other agreement.


Limitations of Liability

YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT PROCESSOR IS NOT AND WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OR INJURY WHATSOEVER ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY NEGLIGENT ACTS OR OMISSIONS RELATED DIRECTLY OR INDIRECTLY TO THE SERVICES PROVIDED BY PROCESSOR (INCLUDING ANY INTELLECTUAL PROPERTY, IF ANY). YOU ACKNOWLEDGE AND AGREE THAT THE TOTAL AMOUNT OF LIABILITY OWED BY PROCESSOR, IF ANY, FOR ANY AND ALL ACTIONS, CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, INJUNCTIONS, INJURIES, INVESTIGATIONS, LIABILITIES, LITIGATIONS, LOSSES, PENALTIES, PROCEEDINGS, SUITS (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) OF ANY KIND OR NATURE ARISING OUT OF OR RELATED TO ANY AND ALL AGREEMENTS WILL NOT EXCEED THE AMOUNT PAID TO PROCESSOR FOR THE SPECIFIC LOAN TRANSACTION THAT IS THE SOURCE OR SUBJECT OF SUCH ALLEGED LIABILITY WITHOUT REGARD TO THE NATURE OF THE ACTIONS, CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, INJUNCTIONS, INJURIES, INVESTIGATIONS, LIABILITIES, LITIGATIONS, LOSSES, PENALTIES, PROCEEDINGS, SUITS (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) OF ANY KIND OR NATURE INCURRED. PROCESSOR WILL NOT BE LIABLE FOR ANY OTHER ACTIONS, CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, INJUNCTIONS, INJURIES, INVESTIGATIONS, LIABILITIES, LITIGATIONS, LOSSES, PENALTIES, PROCEEDINGS, SUITS (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) OF ANY KIND OR NATURE ARISING OUT OF OR RELATED TO ANY AND ALL AGREEMENTS IN ANY WAY WHATSOEVER. YOU FURTHER UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT PROCESSOR IS NOT AND WILL NOT BE RESPONSIBLE IN ANY WAY WHATSOEVER FOR ANY FILES OR LOANS THAT DO NOT CLOSE.


Attorney Fees and Venue

If suit or action is instituted in connection with any controversy arising out of this Agreement or in the enforcement of rights hereunder, the prevailing Party shall be entitled to recover reasonable legal fees and expenses.


Authority and Capacity

This agreement constitutes a binding, legal, and valid agreement between the Parties, enforceable against the Parties in accordance with its terms. Client represents and warrants to Processor that it has the authority and capacity to enter into this and all other agreements. Client is duly authorized and empowered to enter into this and all other agreements under every sponsoring brokerage agreement, or the like. If after any transaction we discover or find that Client does not have the authority to enter into this or any other agreement, Client will be personally responsible for the obligations in this and all other agreements (including any and all payment obligations).


Governing Law and Venue

This Agreement will be construed and enforced in accordance with the laws of Michigan without regard to its conflict-of-law principles. The exclusive venue for any dispute will be Wayne County, Michigan.


Applicable Laws

This Agreement will be governed by, and construed in accordance with, the Laws of the state of Michigan.


Compliance with Laws

Processor shall at all times during the term of this Agreement comply with applicable federal, state, and local laws and regulations regarding the performance of its responsibilities under this Agreement.


Waiver of Jury Trial

The Parties shall perform all acts and execute all supplementary instruments or documents that may be necessary to carry out the intent of this Agreement.


Force Majeure

Neither Party shall be liable to the other Party for failure or delay in the performance of any of the obligations under this Agreement, except for the payment of money, for the time and to the extent such failure or delay is caused by reason of acts of God or other cause beyond its reasonable control, including any act of government, riot, war, interruption of transportation, strike or other labor trouble, shortage of labor, fire, storm, flood, earthquake, natural disaster, inclement weather, national emergency, pandemic requirements, or similar event or occurrence.


Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns provided, however, neither Party shall transfer, pledge, or assign this Agreement or any part, interest in, or obligation hereunder, without obtaining the prior written consent of the other Party in each instance. Such consent shall not be unreasonably withheld, conditioned, or delayed. The only exception is that this Agreement may unilaterally be assigned by either Party to an affiliate, successor, or assign in a change of corporate control that does not materially affect the duties of the other Party hereunder.


Parties Further Agree

to take into consideration the needs of the other Party and will discuss openly, issue per issue, those particular needs as they arise, but this in no way obligates the other Party to amend this Agreement unless those issues are mutually agreed upon.


This Agreement

is to be considered the complete and final Agreement between the parties. Any changes to the terms of this Agreement must be in writing, signed by all parties, and be made a part of this Agreement by reference.


Severability

If any provision of this Agreement should be invalid, illegal, or in conflict with any Applicable Law, such Applicable Law shall control, to the extent of such conflict, without affecting the remaining provisions of this Agreement.


Partial Invalidity

Changes made to this Agreement by operation of law will not void the entire Agreement, and the parties agree to abide by any parts of this Agreement not affected until canceled by either Party as described in the above paragraph.


Survival

The following provisions shall survive the termination or expiration of this Agreement for any reason:

  • Processor Fees

  • Additional Fees and Charges

  • Prohibited Activities

  • Disclosures

  • Documentation

  • Use of Name

  • Indemnification

  • Limitations of Liability

  • Attorney Fees and Venue

  • Waiver of Jury Trial

Any provision that allocates risk or limits (or excludes) a Party’s liability will survive any expiration or termination of this or any other agreement to which Client and Processor are parties to the extent necessary to ensure that a Party’s potential liability during the term of an agreement remains unchanged after the expiration or termination of such agreement.


Superseding Agreement

In the event that a custom Processing Agreement is signed by both parties, the terms and conditions of the custom Processing Agreement shall supersede this Agreement, but only to the extent that there are conflicting provisions between the two agreements. Any provisions in this Agreement that are not addressed or modified by the custom Processing Agreement shall remain in full force and effect.


Subject to Change

Processor reserves the right to modify the terms and conditions of this Agreement at any time. Any such modifications will be communicated to the Client in writing or electronically, and the Client's continued submission of loans for processing will constitute acceptance of the modified terms.

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