QuantumReverse SLA Terms and Conditions

General Terms and Conditions

Thank you for entrusting QuantumReverse, Inc. to serve as the technology provider for the services for which you have contracted by means of either 1) a Software License Agreement (defined below) between you and QuantumReverse related to reverse mortgages; or, 2) in the case of End Users, by agreeing to these Terms as set out for unlicensed individuals in paragraph 2.

Please read the following Terms and Conditions ("Terms" or "SLA Terms and Conditions") carefully. These Terms form an integral part of, and hereby are incorporated by reference into, your QuantumReverse, Inc. Software License Agreement with us ("SLA"), which may be executed in counterparts, along with any addenda executed as part of the agreement between the Licensing Party (“Financial Institution”, “End User”, “you”, or “your”) and QuantumReverse, Inc. (“QR”, “us”, “we”, or “our”), collectively referred to as the Service Agreement ("Service Agreement"). Your access to and use of QuantumReverse services, including any content, functionality, software, APIs, and/or mobile applications, is conditioned on your acceptance of and material compliance with your Service Agreement.

Subject to the terms of this Agreement, QR hereby grants to Financial Institution a limited, personal, non-exclusive, non-assignable, non-transferable, and revocable license to access and use the QR Service and related materials solely for your own business use in accordance with the license scope and use restrictions specified in this Agreement. This license permits you (i) to access, use and display the Software, and (ii) to load, access, use, copy, display and maintain the following, including all updates thereto: (a) any application programming interfaces or other interfaces, integrations, coded elements of software development kits, or any other software provided by or on our behalf to access and use the Software (collectively, the “APIs”); (b) any Financial Institution software accompanying the Software for installation and use on the computing devices, systems or networks of Financial Institution or its Users (the “Financial Institution Software”); and (c) all operators’ and users’ manuals, training materials, guides, commentary, technical, design or functional specifications, requirements documents, proposals, schedules, listings and other materials related to the Software, APIs, or Financial Institution Software.

Our mailing address for providing Notice under these Terms is QuantumReverse, Inc., 312 Shepherd Street, Raleigh NC 27607.

Acceptance of Terms and Conditions

1. Acceptance. By using QuantumReverse products or services, you acknowledge that you have read, understood, and agree to these Terms and Conditions. By signing an SLA with us, you agree to be bound by the Service Agreement as defined in the SLA, which explicitly includes these Terms and Conditions, as well as any addenda executed by both parties and incorporated herein. The Service Agreement constitutes the entire agreement between you and QuantumReverse, and supersedes and replaces any prior agreements. If you do not accept these Terms, you may not access or use our Software or services. By signing an SLA with us, you also agree that your Users are subject to these Terms. You agree that it is your responsibility to ensure that your Users understand and accept these Terms and that your Users comply with them.

2. Special Notice to Unlicensed Users

For the avoidance of doubt, Users belonging to a Financial Institution are subject to their Software Licensing Agreement (SLA) as part of the overall Service Agreement. This section applies to Users who qualify for access due to their third party relationship with a Financial Institution, but whose company has not signed a Software Licensing Agreement.

Any person who desires to access and use the QR Service via a subordinated use agreement or any other third party relationship with a licensed Financial Institution, but whose company does not have an active Software License Agreement with QuantumReverse, must agree to these Terms and Conditions individually, as an End User (“End User”). An End User’s access and use of this Software is explicitly conditioned upon the End User’s agreement to abide by these Terms and Conditions.

Those who do not agree to the Terms and Conditions shall not use the QR Service. Those who do not have an active, permissible business relationship with a licensed Financial Institution (such as a broker or other company acting as a sub-licensee, regardless of the execution of a subordinated use agreement) shall not use the QR Service.

Subject to the terms of this Agreement, QR hereby grants to End Users a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the QR Service and related materials solely for your own business use in accordance with the license scope and use restrictions specified in this Agreement.

By agreeing to the Terms and Conditions, the End User agrees to indemnify, defend and hold harmless QuantumReverse from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from End User’s access of the QR Service, or End User’s violation of the Terms and Conditions. In no event may the End User’s company hold QuantumReverse responsible for the actions or consequences of the End User. If an End User has the authority to bind their company, such End User shall do so by agreeing to these Terms and Conditions.

In the event that any provision or part of this Service Agreement is held invalid, illegal, or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions shall not be affected.

3. Update to Terms. We may from time to time update these Terms and Conditions without your approval. We will provide notice of any modified Terms in connection with such updates through their incorporation into this page on our site. If any material element of these Terms, as determined by QuantumReverse in our sole discretion, is modified, we will notify all visitors who wish to log into the Software that Terms and Conditions have changed. We will maintain this notice message until the User accepts the updated Terms. In any event, and especially if you do not visit our site for over a week, it is your responsibility to ensure you are familiar with any Terms and Conditions updates and associated modifications upon your next visit to our site. All updates to and associated modifications of these Terms are effective immediately upon posting of same to this page on our site. Your continued use of any of our Software and services after any such posting, including under and in connection with any SLA, means you accept and agree to any and all modifications to the Terms that we incorporate therein in connection with any such updates; therefore, it is imperative that you regularly check for updates to these Terms.

4. Privacy Policy. In addition to these Terms, your use of and access to the Software is also subject to our Privacy Policy, which we may also amend from time to time and which is incorporated by reference herein. The Privacy Policy contains additional Terms related to the collection, use, and disclosure of your personal information. You agree that you have read, agreed to, and understand our Privacy Policy.

Definitions

5. Authorized Use. "Authorized Use" means permissible activities you and your Users undertake using our Software, as defined below. Generally, Authorized Use describes day-to-day origination activities, inputting raw data into our Software, requesting loan data reporting, as well as administrative activities, and providing education and support to your Users.

Only authorized Users may use our Software. Should you become aware of any attempt by anyone to take any unauthorized action with respect to either our intellectual property or data stored on our Software, you agree to immediately inform us. Unauthorized actions include but are not limited to knowingly or intentionally inserting harmful code or spyware, copying, modifying, reverse-engineering, or tampering with the Software or our Intellectual Property in any way.

6. Closed Loan. "Closed Loan" means any loan transaction that has been created, accessed or changed at any time in the Software where an application or closing document package has been drawn or uploaded into the Software and for which the closing date has passed without the loan being deleted, rejected or adversed. This definition applies whether the closing took place in our system or another system. If a loan did not close or has been rescinded, you may request that we not consider that transaction a Closed Loan, provided that you contact us with your request and supporting documentation.

7. Credentials. "Credentials" means the unique combination of username and password necessary to log into the QR Service, and may include additional authentication steps as determined by you.

8. Document Generation. "Document Generation" means the technology used to create, sort, print, send, or dynamically populate reverse mortgage loan documents using our proprietary technology. The term "Document Generation" is not synonymous with "document preparation" as it is defined by federal and state regulators.

9. Envelope. “Envelope” means an electronic record containing one or more electronic documents consisting of a single page or a group of pages of data which is sent to at least one Signer via the QR eSign service. An Envelope may contain multiple Signers and dynamic fields.

10. Financial Institution. "Financial Institution" means a party who has a Software License Agreement with us to use our Software and the QR Service in connection with originating reverse mortgages.

11. Loan. "Loan" means any loan transaction that has been created, accessed or changed at any time in the Software where at least one document package has been drawn or uploaded into the Software, whether the Loan closes or not. This definition applies whether part of the origination took place in our system or another system.

12. QR Service. The “QR Service” is defined as the access to and/or use of content, functionality, APIs, Software, or mobile applications offered by QuantumReverse, whether hosted by QuantumReverse or a third party, related to the handling and origination of reverse mortgages.

13. Signer. “Signer” means a person designated by a User to access and/or take action upon the electronic documents sent to such individual via the QR eSignature service.

14. Software. The "Software" is defined as our reverse mortgage origination platform, including the primary website on which our services are offered, QuantumReverse.com, as well as any other websites or technologies owned and controlled by us. The Software includes all revisions, corrections, modifications, enhancements, improvements or upgrades made by us. These technologies form part of the QR Service as defined above.

15. Suppliers. "Suppliers" means third party providers you may use in connection with our Software and/or services.

16. Users. "Users" are individuals with valid credentials who are authorized to use our Software and services. Users may include your employees, contractors, End Users, or government regulators. Unless otherwise stated, your Users are required to adhere to this Agreement, even if they are not your employees.

Using Our Software and Services

17. Access. Use of the QR programs and services requires that you assign and maintain appropriate credentials to your Users. Credentials and access will be managed by administrator(s) selected by you. You may select multiple administrators for specific administrative tasks, allowing for multiple tiers of access and optimal management of your use of the Software.

Financial Institution is responsible for making all arrangements needed for your Users to have access to the Software.

Credential assignment by your administrator(s) includes assigning at least one, if not multiple roles and rights to the User. Administrators will also ensure that access, roles, and rights are modified or revoked as needed when your Users change roles or leave the company.

Other responsibilities of your administrator(s) include but are not limited to: managing User roles and rights, administering your products, reporting data, managing documents generated by the Document Generation technology, managing your company compliance settings (including but not limited to those impacting calculations and document output), and assigning or revoking Users' rights to manage additional company settings available to you.

18. Restrictions on Use and Licensing. You may not grant access or permit use of the Software to third parties except as may be expressly authorized elsewhere in this agreement. If a User leaves the company for any reason, you must disable that User's profile and revoke access immediately. Administrator(s) are required to notify us immediately of any known or suspected unauthorized use of the Software. You are responsible for all activities conducted by your Users, whether or not such activities were authorized.

19. Exclusivity. QuantumReverse is a provider of reverse mortgage origination and handling software. In the first year of entering into an SLA with us, we will automatically waive exclusivity to enable you to smoothly segue to our Software from your current solution. By entering into an SLA with us, you agree that after the first year, you will use QuantumReverse as your exclusive provider for reverse mortgage handling and origination software. You also agree not to enter loan data into any other reverse mortgage loan origination system.

20. Nature of Our Services. You agree that while we provide software tools and products which facilitate your reverse mortgage business, we do not directly interact with borrowers, give investment advice, give legal advice, act as an intermediary or advertiser, advocate for any particular product or control which products are offered to the borrower. Therefore, you explicitly agree that we are not a party to any mortgage transaction, and your use of our products and services cannot make us a party to any mortgage transaction.

Furthermore, you agree that any document(s) or feature(s) you may request for implementation and use in the QR Service does not infringe upon the right of any Third Party, that you have the right to possess and share the materials you provide as a guide for implementation, and that QuantumReverse shall not be liable in the event that any infringement is found to have occurred. We are not responsible for determining the provenance of any document, file, image, or other source material supplied to us.

21. Support. We are committed to providing minimum performance times which conform with the industry standard. We shall provide maintenance and support services (“Maintenance”) as follows:

• Respond to and resolve all support requests coming from your designated support administrator(s) in accordance with the Service Levels;

• Provide technical support via QR’s support email address and ticketing system Monday through Friday, during QR’s normal business hours of 9 a.m. to 6 p.m. Eastern Time; excluding federal holidays;

• Provide all such other services as may be necessary or useful to correct an error, including defect repair, programming corrections, and remedial programming.

You are responsible for designating administrator(s) to provide first-tier support to your Users, including subordinate users, including End Users. We may, at our discretion, provide support to Users, communicate with them, and contact them directly if necessary. These Maintenance terms expressly apply to technical support requests received through the proper channels (described above) by your support administrator(s).

Please note that the technical support provided by our team is intended for Users who are already educated on how to use the QR Service. It is not the responsibility of the Support Team to teach Users the rules of the HECM or any proprietary loan program, nor to teach Users how to use the software or services. User training and education shall be provided by the QR training team during onboarding and as needed thereafter. Users requiring assistance on software functionality will be directed to your designated company administrator and/or the QR knowledge base, as determined by QR Support in its sole discretion.

We shall respond to and resolve all support requests sent by your designated support administrator(s) in accordance with the following service levels (“Service Levels”) based on the designation of the severity of the associated error, subject to the parties' written agreement to revise such designation after our investigation of the reported error and consultation with your reporting administrator(s):

Severity Level of Error 1: Business Critical Failures. These are defined as an error that: (a) materially affects the operations of your business or marketability of your products or services; or (b) disables or materially impairs any material function of the Software or your use thereof.

We shall acknowledge receipt of a support request for a business critical failure within 2 hours during the hours in which we agree to provide technical support. If the support request arrives outside normal technical support hours, we agree to acknowledge receipt of a support request within 2 hours of the beginning of our technical support hours. We agree to provide after-hours monitoring and notification for critical failures.

We shall work on the problem continuously and exercise best efforts to resolve the error until full restoration of function is provided.

Severity Level of Error 2: System Defect with Work-around. These are defined as an error that (a) affects the operations of your business or marketability of your products or services or (b) impairs any non-material function of the Software or use thereof, and in each case of (a) and (b) above, that does not meet the Severity of Level 1.

We shall acknowledge receipt of a support request for a system defect with a work-around within 4 hours during the hours in which we agree to provide technical support. If the support request arrives outside normal technical support hours, we agree to acknowledge receipt of a support request within 4 hours of the beginning of our technical support hours.

We shall work on the problem and exercise commercially reasonable efforts to resolve the error promptly.

Severity Level of Error 3: Minor Errors are defined as an isolated error that impairs or disables only certain non-essential Software functions and has no or no more than a minuscule effect on the operations of your business or marketability of your products or services.

We shall acknowledge receipt of the support request for a minor error within 24 hours during the hours in which we agree to provide technical support. If the support request arrives outside normal technical support hours, we agree to acknowledge receipt of a support request within 24 hours of the beginning of our technical support hours.

We shall work on the problem and exercise reasonable efforts to resolve the error.

We acknowledge and agree that time is of the essence with respect to our performance under this paragraph, and that our prompt and timely performance hereunder, including the performance of the Service Levels, is strictly required.

We will make reasonable efforts to keep the QR Service operational. However, it is possible that routine maintenance, technical difficulties, or other events may result in brief interruptions or outages. You agree that software is inherently complex and cannot be entirely without bugs and mistakes, particularly software which uses various data sources and infrastructure which is outside our direct control to function.

You shall receive all updates, bug fixes, corrections, modifications, patches, upgrades, enhancements, new releases, new versions or similar (“Updates”) of the Software released by us either to our other customers generally, or Updates pertinent to you, specifically. We shall use our best efforts to conduct all maintenance activity relating to the Software for any period of time outside of business hours.

As between QR and Financial Institution, Financial Institution is solely responsible for the output of the Software. You agree to report any bug or error you may find in the Software as soon as possible in order for QR to implement a workaround and resolution.

Notwithstanding anything to the contrary herein, we shall provide, or shall cause our third-party hosting service provider to provide, hosting for the Software, and shall promptly notify you of any change in our third-party hosting provider. We shall monitor the Software to optimize performance. We shall use best efforts to minimize any downtime, other than for scheduled maintenance, to be performed outside of usual business hours, or downtime caused by reasons beyond our reasonable control, including a Force Majeure Event (defined below). We will promptly notify you of any unavailability or other issue with the Software or any related Service.

We make no guarantees regarding minimum performance times and will not be liable if for any reason all or part of our program is unavailable for any time period. We are not responsible for any bug, incorrect implementation or incorrect interpretation of rules, regulations, laws, or guidelines in our software.

22. Educating Users. You are responsible for educating your Users on how to use the Software based on their roles, rights, and functions. Although we may provide educational material and occasionally assist you in the education of your Users, providing education is at our discretion. Under no circumstances can we be held responsible for mistakes made by uneducated or incorrectly educated Users.

23. First Tier Support. You are responsible for providing first-tier support to your Users. We may, at our discretion, provide support to Users, communicate with them, and contact them directly if necessary.

Proprietary Rights

24. Proprietary Rights. You agree that our Software and its content are protected by copyright, trademarks, and/or other proprietary rights and laws. Nothing in these Terms grants you a right or license to copy, transmit, display, create derivative works, or otherwise use the Software or content owned or controlled by QuantumReverse except as expressly provided in these Terms. Without our express written permission, you may not remove any notices or disclaimers related to our Software or services.

We are the sole owner of the code, logic, data structure, screens, interfaces, documentation, look and feel of the content, display format, applications and all components thereof which comprise the Software.

25. Confidentiality; Acknowledgment of Trade Secrets. You acknowledge that the Software and all other information, data, and materials, whether in oral, written, or machine-readable form, which we make on behalf of or to you in connection with this Service Agreement, exclusive of your Confidential Information (all the foregoing, collectively, "Confidential Information") contains and comprises valuable trade secrets, confidential information, and intellectual property rights owned by us, including but not limited to the development status of the Software, the functionality, operability, and other aspects of the technology, the appearance, content and flow of the technology's screens, the method and pattern of User interaction with the technology, and the content of the technology's documentation.

Your Confidential Information includes all non-public information or material regarding your legal or business affairs, financing, customers, properties, or data, including, without limitation, Customer Data.

We will protect the confidentiality of any Confidential Information disclosed by you or your Users using at least the degree of care that we use to protect our own Confidential Information (but no less than a reasonable degree of care). We will, with respect to any of your Confidential Information, (i) use such Confidential Information only in connection with our performance of our obligations under the Service Agreement; (ii) restrict disclosure of such Confidential Information within our organization to only those employees and consultants who have a need to know such Confidential Information in connection with our performance under the Service Agreement; and (iii) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized to do so. Prior to providing any employee or consultant access to any of your Confidential Information, we will inform such employee or consultant of the confidential nature of such Confidential Information and require such employee or consultant to comply with our obligations hereunder with respect to such Confidential Information.

26. Applicability of Gramm-Leach-Bliley Act. You hereby acknowledge and agree that you will comply with the U.S. Gramm-Leach-Bliley Act (“GLBA”) with respect to all customer and consumer information or other data either provided to us or received by either party through the QR Service. You agree not to take any action in connection with Users’ use of the Software or QR Service which could be reasonably expected to subject us to record-keeping, reporting, notice, or filing requirement under federal or state law. You will ensure that each party’s obligations are allocated such that we are not directly subject to or responsible for compliance with federal and state regulations as stated elsewhere in the Agreement, including but not limited to the GLBA. You agree not to use any output from the QR Service for any unlawful purpose. We agree to use commercially reasonable efforts to comply with the terms of the GLBA, either to directly facilitate your compliance or indirectly as a service provider as defined by the GLBA.

27. Infringement. If any infringement of our Proprietary Rights by a User under your control is suspected or known to have occurred, you agree to assist us in reasonable efforts to preserve our rights, as well as attempt to recover damages from the infringer.

28. User Feedback. Unless otherwise agreed, User suggestions, recommendations, or comments made to us regarding our Software or services will become our sole and exclusive property. We reserve the right to use such feedback in any manner and for any purpose in our discretion without remuneration, compensation, or attribution to you, provided that we are under no obligation to use such feedback.

29. Your Right to Raw Data. You own the raw data your Users enter into the Software, regardless of where that data is stored. We reserve the right to aggregate, anonymize, analyze, and use that raw data to improve the Software, our services, or provide better support. Anonymized data shall not contain Personally Identifiable Information which could be used to identify you or any individual. We will never sell your raw data or make raw data intentionally available to third parties except when explicitly or implicitly authorized by you.

Data Security and Retention

30. Responsibilities of QuantumReverse. Specific Terms regarding data security are described in our Data Security Policy. We agree to abide by our Data Security Policy and hereby incorporate it by reference.

31. Responsibilities of Licensing Party. For the Software to function properly, you agree to accept cookies on behalf of your Users. You are responsible for installing security patches, malware protection, and enforcing other reasonable security measures on your User systems.

You are responsible for securely maintaining your User passwords and access information and setting appropriate security policies for your Users. You must keep all documents, reports, and other data downloaded from us stored securely.

32. Data Retention. We will maintain data entered by Users while we have an active Service Agreement with you, and for a specified period of time thereafter as described in our Data Retention Policy, hereby incorporated by reference.

Pricing

33. Payment Procedures. Upon the occurrence of a Billable Activity as defined in the Financial Institution’s SLA, we will issue an invoice for our services to the Financial Institution. If applicable, invoices shall also include sales, use, or other taxes imposed by the state(s) as a cost of doing business in that state. Invoices are due no later than fifteen (15) days after the date of issuance. Financial Institution is required to pay its invoices according to these Terms and any additional payment Terms set forth in your SLA.

If an invoice is not paid by its due date, it is considered past due, and a late fee will apply. A late fee of 1.5% per month rounded to the next full month will be applied to the outstanding balance until the full balance is paid.

QR, in its discretion, may charge a returned payment fee of $35 each time a payment is returned, or if there are insufficient funds in the designated account when a payment is attempted.

34. Price Increases. We reserve the right to increase pricing annually by up to 5% beyond the rate of inflation, which amount may be rounded up to the nearest dollar. Should we exercise this right, we will provide Financial Institution with advance written Notice according to the Service Agreement.

3​5. eSign Service Pricing. Each eSign Envelope will incur a fee as specified in the Billable Activities section of the SLA.

Third Party Integrations

36. Integrations Disclaimer. We may create links which allow you to connect to and exchange data with third party services which we do not own or control ("Linked Sites"), such as MERS, credit reporting agencies, sub-servicers, warehouse lenders and others. These Linked Sites are provided as a courtesy to you. We reserve the right to change, add, or delete a Linked Site at any time.

We do not take responsibility for the content, privacy policies, or business practices of any third-party site or service. We are not liable, either directly or indirectly, for damage caused by or in connection with your use, exchange of data, or reliance on any third-party service or site.

You are responsible for understanding the terms, privacy policies and security standards for any Linked Site you may choose to use. You must separately review and agree to any such Terms

or policies with the Linked Sites directly.

By your administrator making a Linked Site available to your Users, you authorize us to exchange data with Linked Sites in order to perform subscribed services on your behalf.

37. Right to Update Integrations. We strive to continually evolve to meet your needs. Regular refactoring and other improvements enhance compliance with applicable laws and regulations, as well as a positive User experience. We reserve the right to change interfaces to third parties, as well as to update and refactor the structure of data, including but not limited to data related to reporting, at any time on short notice or without notice.

38. Use of APIs. We may provide one or more Application Programming Interfaces (“API(s)”) that allow you to develop applications, code, or services that communicate with the QR Service. We may modify APIs from time to time, and we are not responsible for the compatibility of any such modifications with your applications. You agree to interact with the APIs as designed and allowed by the API. You may not use the APIs in a manner (as reasonably determined in our sole discretion) that is excessive or abusive, or that fails to comply with the intended use of the APIs.

You agree that the use of an API inherently comes with risk, and that we cannot and do not provide any assurance of data integrity. If you utilize an API, you expressly agree to assume all risk, understanding that APIs, by their nature, may affect Software behavior, performance, and data integrity.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE APIS, API INFORMATION, DOCUMENTATION, AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE APIS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Our APIs and related documentation are intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply to the API and related documentation. If, however, any consumer laws apply and cannot otherwise be lawfully excluded, nothing in these Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement or repair of the APIs.

If your use of the APIs offered through the QR Service violate any of the Terms and Conditions of your Service Agreement, we reserve the right to revoke your access to such APIs immediately.

39. Permissible Access. You agree that the only permissible access to any part of the QR Service is by an authorized User or by API. You shall not use automated tools or any other non-human access to the QR Service except as explicitly authorized by these Terms and Conditions with respect to the Use of APIs, above. You shall not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the QR Service.

40. Electronic Signature Technology. Your use of our Software to facilitate electronic signatures and fields on loan documents (“eSign Documents”) is subject to and contingent upon your agreement to the terms as follows:

Nothing in these Terms may be construed to make us a party to any eSign Document.

You have exclusive control and responsibility for the content, quality, and format of any fields you use or place in the eSign Document(s). We do not represent or warrant the placement of electronic fields or signatures in eSign Documents.

Certain documents and types of agreements (such as certain closing documents and loan agreements) are excepted from electronic signature laws, and certain documents or types of agreements are subject to specific regulations promulgated by various government agencies regarding electronic documents and record-keeping requirements. We are not responsible for determining whether any particular eSign Document complies with a particular law or regulation, or whether any document must be wet-signed due to a particular law or regulation.

You are solely responsible for determining whether an eSign Document is capable of forming a legal contract with respect to the use of electronic signatures.

We are not responsible for determining how long any eSign Document must be retained or stored under any applicable law or administrative agency process. Beyond our existing record retention obligations, we assume no particular responsibility for specific record retention requirements related to eSign Documents.

Certain consumer protection laws or similar legislation may impose requirements for the consumer to affirmatively consent to using electronic signatures or similar technology. It is your responsibility to determine whether such consent is required, and if so, you are responsible for ensuring you obtain and document such consent, as well as conform to other requirements of these laws, including but not limited to providing copies, access to copies, or written records of the transaction, as required.

You are solely responsible for the accuracy of instructions you or your Users give us in relation to the collection of electronic signatures, including without limitation, either party’s placement of electronic fields and signatures configured during your onboarding and continuing throughout your Agreement with us.

Limited Warranty and Disclaimers

41. Limited Warranty. You acknowledge that technology is, by its nature, prone to errors, design flaws, or other problems and may not be fully functional in all respects. You also acknowledge that your use of the Software or related services may result in unexpected results, loss of data, project delays, or other unpredictable damage or loss.

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NEITHER WE NOR OUR SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING USE OF OR RELIANCE ON THE TECHNOLOGY OR ITS OUTPUT. THE TECHNOLOGY AND OUTPUT OF THE TECHNOLOGY ARE PROVIDED "AS IS." THE WARRANTIES AND REMEDIES SET OUT IN THIS AGREEMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND YOU HEREBY WAIVE, RELEASE, AND DISCLAIM ALL OTHER WARRANTIES, OBLIGATIONS, AND LIABILITIES OF QUANTUMREVERSE AND ITS SUPPLIERS AND ALL YOUR OTHER REMEDIES, RIGHTS AND CLAIMS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY DEFECT, DEFICIENCY, DATA ACCURACY, OR NONCONFORMITY IN THE OUTPUT, TECHNOLOGY, DOCUMENTATION OR ANYTHING ELSE FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (C) OBLIGATION, LIABILITY, RIGHT, REMEDY OR CLAIM IN TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OF QUANTUMREVERSE (WHETHER ACTIVE, PASSIVE, OR IMPUTED); AND (D) CLAIM OF INFRINGEMENT. WE DO NOT WARRANT THAT OPERATION OF OR USE OF THE TECHNOLOGY OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, OR ENTIRELY SECURE. YOU WILL BEAR ALL RISK ASSOCIATED WITH ANY USE OF THE INTERNET OR OTHER MEANS OF COMMUNICATION OR DATA TRANSMISSION BY OR ON YOUR BEHALF UNDER THIS AGREEMENT.

You agree and acknowledge that loss of data and records is a risk in connection with this agreement and, therefore, agree to configure and back up your computer system environment to prevent the activities contemplated hereunder from causing business interruption, loss of your data, or other loss or damage.

With respect to our Document Generation technology, you agree that if you perform or request a change to your document template(s), including but not limited to altering document language, programming, or behavior, either of individual templates or entire document packages, then we are no longer liable for documents generated by our Document Generation technology.

You agree that all our warranties will be void for activities covered by invoices which Financial Institution fails to pay fully by the time due.

You agree that certain reverse mortgage lending topics are not well defined and settled by relevant regulatory authorities and that conflicts exist between state and federal law and between different regulatory agencies. Hence, you agree that we are not in a position to guarantee 100% accuracy of the QR Service on such topics with respect to compliance. As such, you are ultimately responsible for ensuring documents and all other output of the Software meets your specific compliance criteria.

Should you notice any aspect of the QR Service that appears not to agree with your compliance opinion, we will promptly respond to such concerns. Additional charges for development of system modifications or additional services may apply.

Notwithstanding anything to the contrary herein, we do not warrant the completeness, accuracy or compliance with applicable laws, rules and regulations of any document, report, disclosure, output or calculation to the extent based on (i) your or your Users' errors or omissions or (ii) modifications requested by you, other than modifications as required to enable you to remain in compliance with applicable laws and regulations.

42. Further Disclaimers. The content available through the QR Service is the property of QuantumReverse or its Suppliers and is protected by copyright and other intellectual property laws. The QR Service may provide access to facts, views, opinions and recommendations of individuals and organizations deemed of interest. Neither we nor our Suppliers guarantee the accuracy, completeness or timeliness of, or otherwise endorse, these facts, views, opinions or recommendations, give tax, financial or investment advice, or advocate the purchase or sale of any security, investment, mortgage, reverse mortgage, or other financial product. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including but not limited to any other website or Supplier, are those of the respective author(s) or distributor(s) and not of ours. We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice or statement made through the QR Service by anyone other than our authorized employee spokespersons while acting in their official capacities. Under no circumstances will we or any of our Suppliers be liable for any loss or damage relating to your use of information obtained through the QR Service. It is your sole responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through a Technology. Please seek the advice of professionals regarding the evaluation of any specific information, opinion, advice or other content obtained through our Software or QR Service.

43. Limitation of Liability. You are solely responsible for assessing the fitness, creditworthiness, and conduct of your potential customers, as well as the assessment of market risks of any mortgage or similar transaction. We have no liability or obligation for any failure, delay, or breach in performance for actions taken by any third party with respect to your business. We shall not be liable to you for any lost profits or business opportunities.

WE SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR EQUITY, INCLUDING BUT NOT LIMITED TO DIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL, AND INDIRECT DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF, RESULTS OF USE OF, OR THE INABILITY TO USE THE SITE OR OUR TECHNOLOGY.

IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM, RELATING TO, OR CONNECTED WITH OUR SITE, SERVICE, OR THESE TERMS EXCEED (A) THE AMOUNT YOU HAVE PAID US WITH RESPECT TO THE SPECIFIC TRANSACTION WHICH FORMS THE BASIS OF THE CLAIM BEING MADE OR (B) THE AGGREGATE AMOUNT OF TIMELY PAYMENTS TO US DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO YOU FORMALLY FILING THE CLAIM, WHICHEVER AMOUNT IS LOWER. THIS LIMITATION APPLIES, IN AGGREGATE, TO US, OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES.

THE PURPOSE OF EACH PROVISION OF THESE TERMS THAT PROVIDES A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS RELATING TO YOUR USE OF THE PLATFORMS AND MATERIALS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE(S).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THE FOREGOING SECTIONS MAY NOT APPLY TO YOU.

In the event of an infringement claim under any Intellectual Property right, QuantumReverse reserves the right to provide substitute Software or substantially similar functionality to you. In the event we elect this option, there shall be no further liability to you.

Miscellaneous Terms

44. Publicity. You may not publish press releases concerning our Software or services without our agreement. We may publicly identify you as a User in our marketing materials or other public documents. Neither party may use the other's trademarks or other Proprietary Rights without the express permission of the other party.

45. Indemnification. You agree to defend, indemnify and hold QuantumReverse harmless from and against any liability, loss, damages or costs, including reasonable attorneys’ fees, resulting from any third party claim, action, or demand based on or arising out of: (i) your use of or access to the Software or products or QR Service; (ii) your violation of any third party proprietary or other rights; (iii) your breach of these Terms and Conditions; (iv) actions taken by or on behalf of prospective or actual borrowers when interacting with the QR Service; or (v) your use of software robots, crawlers, or similar data gathering and extraction tools, or any other action you take that either damages or imposes an unreasonable burden or load on our infrastructure. This indemnification extends to all third parties, including without limitation prospective or actual borrowers and/or other third parties who may use tools provided by the QR Service to streamline origination, such as eSign or document uploads.

You shall not settle any such claim, action or demand unless such settlement completely and forever releases QuantumReverse from all liability with respect to such claim or unless we consent to such settlement in writing (which consent shall not be unreasonably withheld).

46. Audit. During the term of this Agreement and not more than once per year, we will provide to Financial Institution, upon written request, a due diligence package. The due diligence package includes: relevant policies, procedures, and records that relate to the performance of the QR Service being licensed to ensure compliance with this Agreement.

We acknowledge that you are subject to state and federal examination oversight. In the event of an audit performed by any state or federal regulatory agency, we shall cooperate in providing appropriate access to auditors to our facilities and documentation, even if such an audit occurs more than once per year. You agree that if you require more than one audit per year, you will reimburse us on demand for all commercially reasonable costs associated with additional audits.

47. Force Majeure Events. QuantumReverse shall not be liable to you or your Users for any loss or damage resulting from any delay or failure in the performance of its obligations, in any respect, on account of events beyond our reasonable control. Such events, occurrences, or causes include, without limitation, acts of God, strikes, lockouts, inability to secure materials and transportation facilities, riots, acts of any government body, acts of war, insurrection, sabotage, armed conflict, embargo, terrorist acts, floods, earthquakes, and natural disasters, fires and explosions, denial-of-service attacks, or any failure by a third party hosting provider or utility provider.

48. Morals Clause. No User shall commit any act while actively using QR Services or communicating on any QR platform, including but not limited to the Software and Support channels, which might reasonably be considered: (i) to be profane, immoral, or obscene; or (ii) to injure, tarnish, damage or otherwise negatively affect the User community and/or the reputation and goodwill associated with QuantumReverse.

If any User is accused of any act involving moral or ethical issues, or if the User is accused of performing or committing any act which could adversely impact QuantumReverse’s programs, services, or reputation, QuantumReverse shall have the right to immediately ban and lock out the offending User.

The use of profanity or lewd language in communications with or in reference to QuantumReverse or its representatives violates this Morals Clause. If a User reports any communications generated by QuantumReverse as junk, spam, or other unwanted content, that User is also in violation of this Morals Clause, and QuantumReverse shall have the right to immediately ban and lock out the offending User.

After banning and locking the User’s account, QuantumReverse will notify the User’s administrator, if known, specifying the reason for the ban and disablement of the account. The determination of whether to unban and/or unlock the offending User’s account at a future date shall be made by QuantumReverse at its sole discretion.

49. Non-Solicitation. You may not employ or contract with our employees or contractors for a period of one year following their employment or engagement with us.

50. Assignment. We may assign your agreement with us to any third party who acquires all or substantially all of our assets or equity. If your organization changes management or ownership, this agreement will remain in effect with respect to the successor organization, but only with respect to the business for which you were already using our services. No other assignments are permitted under these Terms.

51. Legal Disclaimer. You hereby acknowledge and agree that we do not practice law, we do not provide compliance services upon which you may rely, nor do we provide legal advice on mortgage lending topics or loan document content, calculations, or otherwise.

52. Jurisdictional Considerations. The QR Service is controlled and operated by QuantumReverse from its corporate headquarters in Raleigh, North Carolina, and is not intended to subject us to the laws or jurisdiction of any state, country, or territory other than that of North Carolina and the U.S. We do not represent or warrant that the QR Service, or any aspect thereof, is appropriate or available for use in any particular jurisdiction.

5​3. Designated Company Contacts. It is your responsibility to ensure that current, accurate contact information for legal/contractual notifications and for accounting are maintained in your QR company administration.

Exhibit A. Minimum System Requirements

Notebook or desktop computer with the following features/peripherals:

1. Monitor of minimum resolution of 1680 x 1050 pixels

2. Internet connection

3. Compatible browser (includes latest versions of Chrome, Firefox, or Safari)

Some advanced features may require additional technologies.

Exhibit B. California Consumer Privacy Act

QuantumReverse will comply with the California Consumer Privacy Act of 2018 and any regulations promulgated thereunder, as may be amended from time to time (“CCPA”) insofar as it applies to us. This Exhibit contemplates QuantumReverse’s obligations as a Service Provider under the CCPA with respect to any information you or your Users provide to QuantumReverse via our Software. This Exhibit shall not preclude QuantumReverse from engaging in any permissible activities under the CCPA.

With respect to the obligations of a Service Provider under the CCPA:

1. QuantumReverse shall not sell any information you provide to us that constitutes “Personal Information” subject to the CCPA.
2. We will not retain, disclose, or use any Personal Information for a commercial purpose other than the provision of the QR Service.
3. Both Parties agree that access to Personal Information is not part of the consideration exchanged by the Parties under the Service Agreement.

4. We will provide you with the self-service functionality you need to fulfill your obligations under the CCPA. We will also provide any assistance reasonably necessary for compliance when individuals exercise their rights under the law. You will be responsible for compensating QuantumReverse for assistance beyond self-service functionality already included as part of the Service Agreement. Charges will be based on custom development rates and agreed upon in writing in advance, based on your needs.

Exhibit C. Proprietary Products

Proprietary products are defined as reverse mortgage products which, by their design, are private loans which do not conform to the Home Equity Conversion Mortgage guidelines as promulgated by the U.S. Department of Housing and Urban Development (HUD).

Because proprietary products deviate from the HECM in various respects, you accept and agree that compliance with all applicable laws is the sole responsibility of the owner of the proprietary product, whether that is you or another Financial Institution. You also agree that the product owner is solely responsible for the design, distribution, and origination guidelines of proprietary products. Definitions and documentation related to the creation and support of a proprietary product is the sole responsibility of the product owner. You also agree that QuantumReverse has no obligation to validate the proprietary product’s parameters or determine its fitness to offer any proprietary product to a potential borrower.

Proprietary products are not guaranteed or warranted by QuantumReverse in any way. You agree that QuantumReverse cannot be held liable for any error or omission in connection with proprietary products, including but not limited to calculations and documents, provided through the QR Service.

Additionally, supporting these products in our Software may incur custom development fees. This determination will be made by QuantumReverse, in its sole discretion. Custom development fees may apply to any aspect of bringing the proprietary product online for your use, including but not limited to: document creation and programming, calculations, product setup and maintenance.