USER AGREEMENT
This Agreement ("Agreement") contains the agreement between
you, the Company ("you", "your") requesting
access to this Web Site, and us, Ocwen Financial Corporation ("Ocwen",
"we", "us", "our"), regarding your
use of this Web Site. We recommend that you print a copy of this
Agreement for your records.
After you read this Agreement, you are required to click I AGREE
to acknowledge and evidence your agreement to the terms and conditions
of this Agreement. Furthermore, by using this Web Site, YOU REPRESENT
AND WARRANT THAT YOU CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE
LAW, THAT THE INDIVIDUAL EXECUTING THIS AGREEMENT BY CLICKING I
AGREE HAS AUTHORITY TO BIND YOUR COMPANY AND THAT BY DOING SO IS
NOT A BREACH OF OR IN CONFLICT WITH ANY OTHER AGREEMENT OR OBLIGATION.
IN ADDITION, WHEN YOU AGREE TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, YOU REPRESENT AND WARRANT THAT ALL PERSONNEL USING THIS
WEB SITE THROUGH YOUR COMPANY ID AGREE TO, ARE SUBJECT TO AND WILL
ABIDE BY THIS AGREEMENT. If you do not accept this Agreement, do
not click on the "I AGREE" button. We may amend this Agreement
at any time by notifying you. The amended Agreement will be effective
on the date indicated in the notice. Your continued use of this
Web Site after notice of a change indicates your acceptance of and
agreement with the amended Agreement.
SERVICES
The Web Site will provide you with access to your account
information that includes, but is not limited to, orders confirmed
to be completed, orders completed but not yet approved, orders completed
and paid, and a performance status which includes quality and service
scores. We do not provide any computer hardware or software
programs to access the Web Site. You need to have the resources
necessary to access the Web Site. You are responsible for the security
aspects of your resources.
We may, in our discretion, change, modify, add or remove portions
of this Web Site at any time. Notification of the changes to the
Web Site will be posted on the Web Site, sent via e-mail or postal
mail. We may change, suspend or discontinue any aspect of this Web
Site at any time, including the availability of any feature or content.
We also may impose limits on certain features and services or restrict
or deny access to parts or this entire Web Site without notice or
liability. Your continued use of this Web Site after notice of any
such change, modification, addition or removal indicates your acceptance
of and agreement with such change.
USE/SYSTEM INTEGRITY
You are solely responsible for your use of this Web Site, including,
but not limited to, any posting or listing in any public message
area or through any e-mail feature, if applicable. You may not use,
send, transmit or otherwise deliver any file, device, software or
routine, including but not limited to any viruses, trojan horses,
worms or time bombs, or such other devices which may damage or interfere
with the proper working of this Web Site or any order being transmitted
on our Web Site or to surreptitiously intercept or expropriate any
system, data or personal information from this Web Site or which
would otherwise be a violation of any law, including, without limitation,
laws concerning copyright infringement, pornography, export regulations
and securities regulations. Your use of this Web Site must not:
(a) infringe any third party's rights, including, but not limited
to, intellectual property, publicity or privacy; (b) be defamatory,
trade libelous, threatening or harassing; or (c) be obscene, indecent
or contain pornography.
CONFIDENTIALITY
You must ensure that the user ID and password used to access this
Web Site are kept confidential. Such ID and password should not
be disclosed or distributed to third parties or made available to
anyone other than your authorized personnel. It is your responsibility
to change your password. It is also your responsibility to notify
us to discontinue any user ID and/or password that may be subject
to a breach of confidentiality. We may be required by law to disclose
information to government authorities, law enforcement or to third
parties upon the issuance of a subpoena and you also authorize us
to disclose information as we believe, in our sole discretion, is
necessary or appropriate.
OWNERSHIP
We are the owner or licensee of all intellectual property rights
included in or related to this Web Site (including, but not limited
to, copyrights, trademarks and service marks) and as between Ocwen
and you, all rights, title and interest in and to the same remain
ours or our licensors’ property. You may not, and this does
not give you permission to, reproduce, reverse engineer, decompile,
disassemble, modify or create derivative works with respect to this
Web Site or to use any of the trademarks, service marks logos or
designs contained on the Web Site without the prior written authorization
of the owner of such marks. Further, you are not permitted to link
to this Web Site without our prior written authorization. This Web
Site contains original works of authorship. Such works of authorship,
including, but not limited to, all code, design, text and images,
are owned or licensed (except as otherwise expressly stated) by
us.
COMPLIANCE WITH LAWS
You must comply with all applicable laws, statutes, ordinances
and regulations regarding your use of this Web Site. You are responsible
for paying all applicable fees and taxes you incur with regard to
your transactions conducted through this Web Site and/or incurred
in connection with your access of our servers.
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
We provide this web site "AS IS" without any warranty
or condition of any kind, express, implied or statutory. We specifically
disclaim the implied warranties of merchantability, fitness for
a specific purpose, title, non-infringement and any warranty that
this WEB site IS error free. We also do not guarantee continuous,
uninterrupted or secure access to this WEB site, and operation of
this WEB site may be interfered with by numerous factors outside
our control. You use this WEB site at your own risk. The website
and information accessed therein is provided with all faults, and
the entire risk as to satisfactory quality, performance, accuracy,
and effort is with THE USER.
INDEMNIFICATION
You agree to indemnify, defend and hold us, and our affiliates
and subsidiaries and all of our and our affiliates' and subsidiaries'
respective officers, directors, employees, attorneys and agents
harmless from and against any and all claims, demands, actions,
costs, liabilities and losses (including attorneys' fees and costs)
relating to or resulting from: (i) your use of this Web Site; (ii)
your breach of any provision of this Agreement (or any breach by
your personnel); and/or (iii) any intentional wrongdoing by you
or your personnel. Any such indemnification shall be conditioned
on our: (a) notifying you in writing of any such claim, demand,
action, cost, liability, loss or threat of any thereof; and (b)
cooperating with you in the defense or settlement thereof. We shall
be entitled to participate in such defense at your cost and expense.
We reserve the right to report any wrongdoing, if we become aware
of it, to the applicable government agencies or otherwise.
LIMITATION OF LIABILITY
In the event that you have a dispute with us, you release us (and
our officers, directors, employees, attorneys and agents) from claims,
demands and damages (actual, consequential and punitive) of every
kind and nature, known and unknown, suspected and unsuspected, disclosed
and undisclosed, arising out of or in any way connected with this
Web Site or such disputes. We will have no liability, whatsoever,
for the unavailability of this Web Site. We will also not have any
liability for any loss of data or transactions resulting from delays,
non-deliveries, mis-deliveries or service interruptions caused by
any third party acts or the Internet infrastructure and network
external to this Web Site. In no event shall we be liable for any
indirect, consequential, incidental, special, punitive or exemplary
damages, or for any loss of profits or revenue, regardless of whether
we knew or should have known of the possibility of such damages,
AND IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY EXCEED ONE
HUNDRED DOLLARS. The limitations of liability provided in this Agreement
inure to the benefit of us, our affiliates and to all of our respective
officers, directors, employees, attorneys and agents.
TERMINATION
We may terminate this Agreement immediately if you breach any of
the provisions of this Agreement. You may terminate this Agreement
thirty (30) days after providing written notice to us.
ASSIGNMENT
We may transfer or assign this Agreement and the rights hereunder
to any other person or entity without your consent. You may not
assign or transfer this Agreement or any rights hereunder to any
other person or entity without our prior written consent, which
consent may be withheld for any reason or no reason. Any change
in control of you, whether by merger, stock or asset acquisition
or otherwise, will be deemed to be an attempted assignment of this
Agreement and will be grounds for termination. Furthermore, you
acknowledge and agree that your access to and use of this Web Site
may not be sublicensed or otherwise transferred voluntarily or by
operation of law to any third party. Any attempted assignment, license,
sublicense or transfer by you, whether voluntary or involuntary,
is void and grounds for termination of this Agreement. Subject to
the foregoing, this will be binding upon and will inure to the benefit
of the successors and permitted assigns of the parties hereto.
OUR RELATIONSHIP
No agency, partnership, joint venture, employee-employer or franchisor-franchisee
relationship is intended or created by this Agreement between you
and us.
NOTICES
All notices and other communications hereunder shall be in writing
and shall be deemed given: (a) upon receipt if delivered personally
(unless subject to clause (b)) or if mailed by registered or certified
mail, return receipt requested and postage prepaid; (b) at noon
on the business day after dispatch if sent by a nationally recognized
overnight courier; or (c) upon the completion of transmission (which
is confirmed by telephone or by a statement generated by the transmitting
machine) if transmitted by telecopy or other means of facsimile
which provides immediate or near immediate transmission to compatible
equipment in the possession of the recipient. We will deliver all
legal notices to you at the address or telecopy number identified
by you when you provide your company information (or at such other
address or telecopy number for a party as will be specified by like
notice). You shall deliver all notices to us at the following address
or telecopy number (or at such other address or telecopy number
for a party as will be specified by like notice):
If to Ocwen:
1661 Worthington Road
Suite 100
West Palm Beach, Florida 33409
We may send other business notices, including, without limitation,
amendments to this and the operation of this Web Site to you by
e-mail or other similar process. E-mail notices will be deemed given
within 12 hours of delivery by us.
GOVERNING LAW AND JURISDICTION
This Web Site can be accessed from all 50 states, and is intended
for use only in the United States of America. As each of these places
has laws that may differ from those of Florida, by accessing this
Web Site, you agree that this Agreement and your use of this Web
Site shall be governed in all respects by the internal substantive
laws of the State of Florida, without regard to conflict of laws
provisions. Furthermore, because this Agreement is not for the sale
of goods between you and us, this Agreement shall not be governed
by either the Uniform Commercial Code or the United Nations Convention
on the International Sale of Goods. You further submit to jurisdiction
and venue in the state and federal courts located in the State of
Florida, Palm Beach County and further agree that any cause of action
you may bring arising under your use of this Web Site shall be brought
by you exclusively in a state or federal court located in the State
of Florida, Palm Beach County. We make no representation that materials
on this Web Site are appropriate or available for use in other locations,
and accessing them from territories where their contents are illegal
is prohibited. Those who choose to access this Web Site from other
locations do so on their own initiative and are responsible for
compliance with local laws.
OTHER GENERAL PROVISIONS
If any provision of this Agreement is held to be invalid or unenforceable,
such provision will be struck and the remaining provisions enforced.
Headings are for reference purposes only. Our failure to act with
respect to a breach by you or others does not waive our right to
act with respect to subsequent or similar breaches. This Agreement,
and all writings and web pages incorporated by reference into this
Agreement, if any, set forth the entire understanding and agreement
between us with respect to the subject matter hereof.
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