Selling Guide

Published October 2, 2018

E-2-04: Software Subscription Agreement Master Terms and Conditions (05/01/2018)

The Software Subscription Agreement (the “Agreement”) is made up of these Master Terms and Conditions (the “Master Terms”) and all applicable Schedules, all as amended, restated or supplemented.

2. DEFINITIONS

The table below provides definitions for various terms used within this Agreement.

Capitalized Term Definition
API A Fannie Mae Application Programming Interface.
Authentication Credential Any data (such as PIN, digital certificate or password) or device (such as a smart card or other security token) that is used by Fannie Mae to authenticate the identity or authority of an individual or system.
Authorized User Any employee, system or (if permitted in the relevant Schedule) Related Party registered by Licensee, or by Fannie Mae on Licensee’s behalf, to use the Licensed Application and that has been issued an active Authentication Credential.
Confidential Information For SF Lenders, this term has the meaning given to such term in the Selling Guide. For all other licensees, this term has the meaning given in Appendix A.
Corporate Administrator An individual empowered by Licensee to legally bind Licensee, including an individual identified by Licensee as its “Corporate Administrator” for Technology Manager.
Data Breach Any unauthorized access to, or use, disclosure, alteration, transfer, or destruction of Confidential Information or nonpublic personal information (NPI).
Licensed Application The software or database application or API identified in a Schedule as the “Licensed Application,” including associated internet user interfaces, components, and structures and any modifications, updates, and releases.
Licensed Materials The Licensed Application and associated technical and user documentation that Fannie Mae makes available to Licensee.
Licensee The party identified as “Licensee” on the Agreement, including on the Master Terms and/or relevant Schedule in any online registration tool.
Losses For SF Lenders, this term has the meaning given such term in the Selling Guide. For all other licensees, this term has the meaning given in Appendix A.
Marks Fannie Mae’s registered or unregistered trade names, trademarks, logos and service marks.
Performance Incident Any error or defect in the Licensed Materials that results in a Licensed Application failing to perform substantially in accordance with its technical and user documentation.
Related Parties A party’s affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors or assigns.
Schedule Any supplement to the Master Terms that is (a) specific to one or more Licensed Applications or services and (b) incorporated into the Master Terms. The term “Schedule” includes any addendum to the Schedule.
Selling Guide The Fannie Mae Single Family Selling Guide, as amended, restated, supplemented, or otherwise modified from time to time.
SF Lender Any lender that is approved to sell single-family loans to Fannie Mae pursuant to the Lender Contract (as defined in the Selling Guide).
Third-Party Application Any product, service, system, application, internet site or data that is input into or integrated or interfaced with the Licensed Application and owned or operated by a Third-Party Provider.
Third-Party Licensor Any third party that licenses or otherwise conveys to Fannie Mae the right to use, distribute or make available any part of the Licensed Materials.
Third-Party Provider Any third party that provides business, technology, data or other products or services.

3. GRANT OF RIGHTS AND IMPOSITION OF RESTRICTIONS AND OBLIGATIONS

The table below describes rights granted to, and restrictions and obligations imposed on, Licensee.

Topic Description
License Fannie Mae grants Licensee a non-exclusive, non-transferable, non-sublicenseable, revocable license under Fannie Mae’s intellectual property rights to access and use the Licensed Materials through its Authorized Users. Unless otherwise provided in the relevant Schedule, the Licensed Application is licensed to Licensee on a company-wide subscription basis.
Right to Copy Documentation Licensee may copy the documentation (other than the documentation of Third-Party Licensors) to the extent necessary to exercise the license.
Restrictions on Use Licensee’s license is subject to the following restrictions:
  • Licensee and its Authorized Users may only access and use the Licensed Materials for Licensee’s internal mortgage-related business purposes and for their intended use;

  • Licensee must not resell, sublicense, distribute, allow access to or otherwise make any part of the Licensed Materials available to any person except as permitted under the Agreement;

  • Licensee must not

    • (a) attempt to disable or circumvent any technological measure that controls access to the Licensed Application,

    • (b) attempt to reverse engineer, decompile, or otherwise derive the source code or any trade secrets from the Licensed Application, or

    • (c) engage in any conduct intended to interfere with the operation of the Licensed Application except to the extent that such activity is expressly permitted by applicable law; and

  • Licensee must not modify, alter, translate or create derivative works based upon the Licensed Materials.

Extraterritorial Use Licensee may access and use the Licensed Materials outside of the United States as expressly permitted in an applicable Schedule, but only in connection with properties located in the United States and its territories. A Licensee represents and warrants that any access and use of the Licensed Materials outside the United States will comply with all applicable foreign and domestic laws, and Licensee will indemnify and hold Fannie Mae harmless from all Fannie Mae Losses that are based on or result from its access and use of the Licensed Materials outside of the United States (for SF Lenders, in accordance with the indemnification procedures set forth in the Selling Guide and for all other licensees in accordance with the indemnification procedures set forth in Appendix A).
Schedule(s) A Schedule is effective when
  • (a) Licensee accepts the terms and conditions and

  • (b) Fannie Mae makes a Licensed Application referenced in the Schedule available to Licensee.

Licensee accepts the terms and conditions of a Schedule on the earlier of the date that

  • (a) it signs the Schedule, or

  • (b) it first uses a Licensed Application referenced in the Schedule.

Unauthorized Representations Licensee must not make any statements
  • (a) that purport to be or might reasonably be construed to be made on behalf of Fannie Mae or its Third-Party Licensors,

  • (b) that Fannie Mae endorses Licensee’s products or services, or

  • (c) regarding the capabilities of the Licensed Application other than those made by Fannie Mae or its Third-Party Licensors in the most recent version of the documentation.

Additional Provisions In performing under this Agreement, SF Lenders must comply with all provisions of the Selling Guide relevant to:
  • Confidentiality of Information

  • Indemnification

  • Indemnification procedures

  • Compliance with laws

  • Authority

  • NPI

  • Data breaches and procedures in the event of data breaches

  • Trade name and trademarks

  • System and data security

  • Assignment

  • Governing law

  • Severability

If Licensee is not a SF Lender, it must comply with all terms set forth in Appendix A.

4. OWNERSHIP OF LICENSED MATERIALS

4.1. Ownership. The Licensed Materials are protected by copyright and other intellectual property rights under applicable laws and international treaties. Title and all ownership rights to the Licensed Materials reside in Fannie Mae and its Third-Party Licensors. All rights not expressly granted to Licensee in the Agreement are reserved. The Licensed Materials are the Proprietary Information of Fannie Mae and/or its Third-Party Licensors.

4.2. Protection. Licensee must take all reasonable measures requested by Fannie Mae to protect the Licensed Materials from any unauthorized disclosure, access or use.

5. RIGHTS AND RESPONSIBILITIES OF THE PARTIES

5.1. Hardware; Software; Alternative Systems. Licensee is responsible for

  • (a) providing all hardware, software, Third-Party Applications and other materials necessary for accessing and using any Licensed Application, and

  • (b) providing alternative systems and processes when the Licensed Application is not available.

5.2. Third-Party Applications and Providers. Licensee may gain access to information or functionality through a Third-Party Application, and the Licensed Application may enable transactions between Licensee and a Third-Party Provider.

Licensee agrees that...
Fannie Mae makes no representations or warranties relating to Third-Party Providers, Third-Party Applications, or any other product, service, internet site, or other functionality provided by Third-Party Providers.
Neither Fannie Mae nor any Third-Party Provider may enter into any agreement or incur any obligation or liability on behalf of the other.
Any agreement between Licensee and any Third-Party Provider (to which Fannie Mae is not also a party), is not binding on Fannie Mae.
The liability limitations, protections and rights given to Fannie Mae, and the restrictions and responsibilities imposed upon Licensee, under the Agreement relating to Licensee’s access to or participation in Third-Party Provider sites, systems or services will apply to the relevant Third-Party Provider(s) and Licensee to the fullest extent practicable under the circumstances.
Fannie Mae is not affiliated with and does not endorse any Third-Party Application or Third-Party Provider, nor does Fannie Mae investigate, verify or monitor any Third-Party Application or Third-Party Provider.
Access to any Third-Party Application is at Licensee’s risk, and Licensee understands that linked internet sites may have information, practices, terms and policies that are different from Fannie Mae’s. Fannie Mae is not responsible for such information, practices, terms and policies, or Licensee’s use or inability to use Third-Party Applications and specifically disclaims any liability for any of them.

5.3. Feedback. If Licensee or any Authorized User provides suggestions, ideas, or other feedback to Fannie Mae concerning the Licensed Materials (“ Feedback”), Fannie Mae may use, disclose and exploit such Feedback without restriction or any obligation to account to Licensee or the individual providing the Feedback. Fannie Mae is not required to consider or implement any Feedback.

5.4. Authorized Users. Licensee represents and warrants that each individual or system registered by Licensee for access to the Licensed Application

  • (a) is accurately identified to Fannie Mae and

  • (b) is only accessing and using the Licensed Application as authorized for Licensee’s benefit.

Licensee acknowledges that the Licensed Application may enable Licensee’s Authorized Users to access all of Licensee’s data in the Licensed Application, which may be more data than the Authorized User needs to perform services for Licensee. Licensee accepts sole responsibility and will indemnify and hold Fannie Mae harmless from all claims and liability arising from its Authorized User’s access to the Licensed Application and Licensee’s data (for SF Lenders, in accordance with the indemnification procedures set forth in the Selling Guide and for all other licensees, in accordance with the indemnification procedures set forth in Appendix A).

5.4.1. Authentication Credentials. Licensee must monitor and maintain the security and proper use of all Authentication Credentials issued by Licensee or by Fannie Mae for Licensee’s benefit, and is solely responsible for all activities that occur through the use of such Authentication Credentials, whether or not the activities were authorized by Licensee. Authentication Credentials may not be transferred among Authorized Users or other individuals or systems. Licensee must take immediate steps to disable an Authorized User’s Authentication Credential if they cease to be associated with Licensee or no longer need access to the Licensed Materials, and must immediately notify Fannie Mae if there is any loss, theft or unauthorized disclosure or use of an Authentication Credential. Licensee must periodically review and update its Authorized User’s access rights. Fannie Mae is not required to provide access to the Licensed Application to any individual or system, and reserves the right to refuse, change or revoke Authentication Credentials at any time. Licensee must revoke or reset Authentication Credentials as required by Fannie Mae, but in no event less than:

  • (a) every ninety calendar days for individuals and

  • (b) annually for systems.

5.4.2. Special Requirements for Authentication Credentials Used by Licensee Systems. If Licensee implements an Authentication Credential that enables a Licensee system or Third-Party Application to act as an Authorized User (an “ Authorized System”), Licensee must implement the Authorized System such that the identity, date, time and nature of any individual’s access to the Licensed Application through the Authorized System can be accurately identified to Fannie Mae.

5.5. Performance Incident Reporting. Promptly upon becoming aware of a Performance Incident, Licensee must report it to Fannie Mae, provide supporting information as necessary to enable Fannie Mae to confirm the Performance Incident and determine its root cause, and collaborate with Fannie Mae in the containment and any remediation of such Performance Incident.

5.6. Audit Rights. Fannie Mae may audit Licensee’s use of the Licensed Materials upon reasonable notice to Licensee, and Licensee must allow Fannie Mae or its representatives access to Licensee’s systems, facilities, books and records as reasonably required to audit Licensee’s compliance with the Agreement.

5.7. Integration Interfaces and APIs. Licensee may develop and use an integration interface (“ Integration Interface”) or use an API to which it has been given access, to transfer data between mortgage-related software owned or licensed by Licensee (“ Licensee’s Software”) and one or more Fannie Mae applications, as permitted by Fannie Mae. Use of an Integration Interface or API to transfer data between Licensee’s Software and one or more Fannie Mae applications is governed by the terms and conditions of this Agreement, including all Schedules relevant to the application(s). Unless otherwise expressly specified or made publicly available, all specifications, data standards and other documentation related to integration of Fannie Mae applications and to APIs are the Confidential Information of Fannie Mae.

5.7.1. Integration Interfaces. Licensee must develop, use and maintain all Integration Interfaces in compliance with applicable specifications and compatible with the most current version of the Fannie Mae application. Licensee shall not transfer data via an Integration Interface if the Integration Interface is out of compliance for more than 120 days. Licensee must make available to Fannie Mae qualified personnel to promptly respond to technical questions pertaining to its Integration Interfaces.

5.7.2. APIs. Licensee must keep Licensee’s Software that is accessing a Fannie Mae API current with, at a minimum, the previous version of the API. Fannie Mae is under no obligation to make data or services available via an API.

The following tables contain requirements pertaining to Integration Interfaces and APIs.

Licensee shall not...
Misrepresent or mask its identity or the identity of Licensee’s Software when using an Integration Interface or API.
Misrepresent the source or ownership of the content returned from an Integration Interface or API.
Use any robot, spider, site search or other retrieval application or device to scrape, retrieve or index services provided by Fannie Mae, or to collect or use information about borrowers for any unauthorized purpose.
Allow access to a Fannie Mae application via an Integration Interface or API from any source other than Licensee’s Software.
Use an Integration Interface or API for a purpose other than the furtherance of Licensee’s or its affiliates’ business with Fannie Mae.
Use an Integration Interface or API in a manner other than as intended, that exceeds volume limits or is otherwise excessive or abusive.
Licensee is solely responsible for...
The accuracy, technical sufficiency and functionality of its Integration Interfaces.
All costs associated with its Integration Interfaces, its use of APIs, and Licensee’s Software.
Losses incurred by Fannie Mae as a result of any malware or phishing attacks resulting from the development or use of an Integration Interface or API.
Fannie Mae may...
Modify the specifications, rate limits, benefits or features provided in connection with Licensee’s use of an Integration Interface or API at any time without notice. Modifications may affect Licensee’s use of the Integration Interface or API and may require Licensee to make changes to Licensee’s Software at its own costs to continue to interface with the interfaced Fannie Mae application.
Suspend or terminate access to an API or by an Integration Interface without notice if Fannie Mae reasonably believes Licensee is in violation of this Agreement.
Monitor Licensee’s Software or activities relating to Licensee’s use of an Integration Interface or API and use the resulting data for any internal business purpose. Licensee will provide Fannie Mae free access to use Licensee’s Software for the purpose of monitoring or auditing use of the Integration Interface or API.

5.8. Recordkeeping. Licensee may be required to maintain records of certain data pursuant to state or federal laws and regulations. Licensee is solely responsible for fulfilling such obligations. Fannie Mae is not responsible for maintaining or providing any data or report for Licensee.

5.9. Data Reporting. Licensee is responsible for the accuracy and completeness of all data it submits to Fannie Mae’s systems, and Fannie Mae does not have any obligation to authenticate the source of, or verify the accuracy of, any such data. Licensee is solely responsible for the back-up and restoration of its data and other materials.

5.10. Rights in Data. Fannie Mae owns all data and records associated with loans securitized by Fannie Mae, or in which Fannie Mae has an ownership right or interest. Fannie Mae may use, reproduce, distribute and retain all other data for any purpose relating to monitoring and performance of the Licensed Application, enforcement of Fannie Mae’s rights, fraud prevention, information security, supporting and improving the Licensed Materials, providing reports to Licensee and authorized third parties, providing data and services in compliance with applicable laws, and analysis, modeling and auditing.

Licensee’s privacy statements, policies and practices must not conflict with this, Section 5.12, or any privacy statement included in any Licensed Application. Fannie Mae is not bound by Licensee’s privacy statements.

5.11. Right to Modify the Licensed Materials. Fannie Mae reserves the right, without any liability to Licensee, to

  • (a) modify any Licensed Materials or substitute any materials contained in the Licensed Materials without materially degrading the functionality of the Licensed Application, and

  • (b) discontinue the licensing or support of any Licensed Materials.

6. SYSTEM AND DATA SECURITY

The following table provides the Licensee’s obligations related to system and data security.

Licensee’s Obligation Licensee must:
Comply with policies Comply with all security policies and procedures reasonably required by Fannie Mae related to the access and use of any data or Licensed Materials.
Implement industry standard measures
  • Implement appropriate measures meeting or exceeding industry standards to ensure the security, integrity, and confidentiality of transmissions to and from Fannie Mae’s systems, including:

    • encryption for the protection of data in transit,

    • virus checking programs,

    • disaster recovery and back-up procedures,

    • procedures to prevent disclosure of data and other materials to a party other than the intended recipient, and

    • methods for securely disposing of or destroying Confidential Information.

  • Provide the same level of protection for the Licensed Materials and all data obtained from Fannie Mae’s sytems that Licensee provides for its own materials and data of a similar nature but no less than an industry standard level.

  • Collaborate with Fannie Mae in assessing the sufficiency of these measures and Licensee’s information security program, upon Fannie Mae’s reasonable request.

Not transmit malicious code Not transmit to Fannie Mae’s systems, through an API or otherwise, any materials that contain bugs, viruses, worms or other functions, routines, devices or instructions which may create any unauthorized access or damage to, or interruption in the functioning of, the Licensed Application or Fannie Mae’s systems.

7. SUPPORT

7.1. Fannie Mae Support. During the hours posted on the applicable Fannie Mae internet site or otherwise provided to Licensee, Fannie Mae personnel will be available to Licensee via the Fannie Mae Technology Support Center to respond to technical questions regarding the functionality of the Licensed Application and to help Licensee identify, verify and resolve Performance Incidents caused by the Licensed Materials.

7.2. Consulting and Other Services. Fannie Mae may provide certain consulting, implementation, training, installation, integration and other services to Licensee. All such services are provided on an “as-is” basis without warranty of any kind.

8. FEES, TAXES AND BILLING

Licensee must pay all applicable fees and charges listed in any Schedule or related rate sheet. Fannie Mae may increase or decrease such charges on 20 days’ prior notice to Licensee. Licensee’s continued use of the applicable Licensed Materials constitutes Licensee’s acceptance of any such adjustments. Payment is due upon receipt of invoice. Taxes related to Licensee’s access to or use of the Licensed Application are the responsibility of Licensee.

9. DISCLAIMER

THE LICENSED MATERIALS ARE PROVIDED TO LICENSEE ‘AS IS’ WITHOUT REPRESENTATIONS, WARRANTIES OR PROMISES OF ANY KIND. FANNIE MAE AND ITS THIRD-PARTY LICENSORS SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT AND QUIET ENJOYMENT. FANNIE MAE DOES NOT WARRANT THAT ALL OR ANY PORTION OF THE LICENSED APPLICATION WILL PERFORM WITHOUT INTERRUPTION OR ERROR OR IN COMPLIANCE WITH LAWS, THAT ALL PERFORMANCE INCIDENTS WILL BE CORRECTED, THAT THE LICENSED MATERIALS WILL MEET LICENSEE’S REQUIREMENTS OR OPERATE IN THE CONFIGURATION WHICH LICENSEE MAY SELECT FOR USE, OR THAT DATA OR OTHER INFORMATION GENERATED BY OR STORED IN THE LICENSED APPLICATION WILL BE ACCURATE OR COMPLETE.

10. LIMITATION OF LIABILITY

10.1. WHEN LICENSED MATERIALS ARE PROVIDED AT NO CHARGE. IF FANNIE MAE IS PROVIDING THE LICENSED MATERIALS TO LICENSEE AT NO CHARGE, THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FANNIE MAE OR ITS THIRD-PARTY LICENSORS OR THEIR RESPECTIVE RELATED PARTIES HAVE ANY LIABILITY UNDER OR IN CONNECTION WITH THE AGREEMENT TO LICENSEE OR ANYONE CLAIMING UNDER OR THROUGH LICENSEE, WHETHER FOR DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR ANY LOST PROFITS, BUSINESS INTERRUPTION LOSSES, LOSSES OF GOODWILL, SAVINGS OR DATA REGRDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, DUTY TO WARN AND STRICT LIABILITY IN TORT) OR OTHERWISE, EVEN IF THEY DAMAGES SUFFERED OR INCURRED BY THE INJURED PARTY WERE FORESEEABLE.

10.2. WHEN LICENSED MATERIALS ARE PROVIDED FOR A FEE. IF FANNIE MAE IS PROVIDING LICENSED MATERIALS TO LICENSEE FOR A FEE, THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FANNIE MAE OR ITS THIRD-PARTY LICENSORS OR THEIR RESPECTIVE RELATED PARTIES HAVE ANY LIABILITY UNDER OR IN CONNCTION WITH THE AGREEMENT TO LICENSEE OR ANYONE CLAIMING UNDER OR THROUGH LICENSEE (A) FOR ANY PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR ANY LOST PROFITS, BUSINESS INTERRUPTION LOSSES, LOSSES OF GOODWILL, SAVINGS OR DATA; OR (B) IN AN AMOUNT, IN THE AGGREGATE FOR ALL CLAIMS, THAT EXCEEDS THE LESSER OF (x) THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO FANNIE MAE UNDER THE AGREEMENT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO LIABILITY AND (y) $25,000, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, DUTY TO WARN AND STRICT LIABILITY IN TORT) OR OTHERWISE, EVEN IF THE DAMAGES SUFFERED OR INCURRED BY THE INJURED PARTY WERE FORESEEABLE.

10.3. THE LIMITATIONS CONTAINED IN THIS SECTION 10 REPRESENT THE PARTIES’ AGREEMENT AS TO THE ALLOCATION OF RISK BETWEEN THEM AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

11. CLAIMS OF INFRINGEMENT

11.1 If a third party asserts a claim against Licensee or its Related Parties alleging that their possession or use of the Licensed Materials in compliance with the Agreement infringes an intellectual property right of a third party that arises or is enforceable under the laws of the United States or, if in Fannie Mae’s opinion such a claim is likely to be made, Fannie Mae may at its option and expense:

  • (a) procure for Licensee the right to continue to access and use the Licensed Materials,

  • (b) replace the Licensed Materials to avoid infringement,

  • (c) modify the Licensed Materials to avoid infringement, or

  • (d) terminate the relevant license(s) and Schedule(s) without Fannie Mae having any liability to Licensee relating to such termination.

THE PROVISIONS IN THIS SECTION 11 ARE LICENSEE’S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE’S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE OR ITS RELATED PARTIES ALLEGING INTELLECTUAL PROPERTY INFRINGEMENT.

Fannie Mae (and its Third-Party Licensors) have no obligation to the extent that any claim of infringement is based upon Licensee’s:
access or use of the Licensed Materials in violation of the Agreement
integration, modification or marking of the Licensed Materials, or any portion of the Licensed Materials, where, in the absence of such integration, modification or marking, the Licensed Materials would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Fannie Mae)
use of the Licensed Materials in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing,
use of a superseded version of the Licensed Materials if infringement could have been avoided by the use of the current version provided by Fannie Mae
use of the Licensed Materials in practicing any infringing process
use of the Licensed Materials in a manner for which they were not designed
activities after Fannie Mae has notified Licensee that Fannie Mae believes such activities may result in such infringement
designs, specifications or instructions, or
use of any marks, including without limitation Fannie Mae’s Marks, in violation of theSelling Guide, where Licensee is an SF Lender, or of Appendix A, where Licensee is not.

12. TERM AND TERMINATION

The following table pertains to term and termination requirements.

Topic Description
Term The Agreement will remain in effect until terminated as provided in the Agreement (or any applicable Schedule with respect to a Licensed Application).
Termination Either party may terminate the Master Terms or and Schedule(s) at any time, for any reason, upon 90 days’ written notice to the other party. In addition, Fannie Mae may terminate the Master Terms or any Schedule(s) or suspend or terminate Licensee’s access to one or more Licensed Application upon written notice to Licensee
  • (a) if Licensee has committed a breach of the Master Terms or any Schedule(s) and has not cured the breach within 30 days after receiving written notice of the breach from Fannie Mae,

  • (b) If Licensee attempts to cause or causes a Licensed Application or Fannie Mae system to malfunction or suffer damage,

  • (c) if Licensee enters into any proceeding that relates to insolvency or protection of creditor’s rights,

  • (d) if Licensee’s Mortgage Selling and Servicing Contract with Fannie Mae is suspended or terminated in whole or in part,

  • (e) if Fannie Mae determines that it no longer has the right to provide a Third Party Application to licensee, or

  • (f) in accordance with Section 11.1.

Survival Neither party will have any continuing obligations to the other upon the effective date of termination except that any provisions of the Agreement that contemplate their continuing effectiveness, including “Additional Provisions” and “Unauthorized Representations” in Sections 3,4,5.2 through 5.11, 7 through 10, “Survival” and “Certain Licensee Termination Obligations” in Section 12, Section 13 and Sections A1 though A10 of Appendix A, survive any termination of the Master Terms or a Schedule.
Certain Licensee Termination Obligations Upon termination of the Master Terms or any individual Schedule, Licensee must
  • (a) return or destroy all copies of Proprietary Information received in connection with the Master Terms or the terminated Schedule(s),

  • (b) immediately cease accessing and using the applicable Licensed Materials, and

  • (c) destroy all copies of the associated documentation delivered (or made available) by Licensee.

Upon request from Fannie Mae, Licensee must have a duly authorized officer of Licensee certify Licensee’s compliance with this section.

13. GENERAL PROVISIONS

The table below provides general provisions.

Topic Description
Notices All notices must be in writing (with electronic mail or Fannie Mae postings to Fannie Mae internet sites deemed to be a “writing” for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by Fannie Mae to an applicable Fannie Mae internet site.

Any notice directed to Fannie Mae shall be addressed to “Fannie Mae Legal Department, Attn: Official Contract Notice,” at Fannie Mae’s corporate headquarters or to an e-mail address confirmed in writing by Fannie Mae as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to Fannie Mae by Licensee or Licensee’s corporate headquarters.

Issued Bulletins; Amendments Fannie Mae may issue hard-copy bulletins or electronic bulletins (via electronic mail or posted to an applicable Fannie Mae internet site) amending the Agreement on a prospective basis, effective on the date specified by Fannie Mae in the bulletin.

Each bulletin will be issued at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third-Party Licensors, which may be issued at any time prior to their effective date.

Licensee may reject any bulletin by providing written notice to Fannie Mae within 15 calendar days after receipt of such bulletin, in which case Fannie Mae may terminate the Agreement or any affected Schedule(s) effective as of the effective date of the bulletin. Unless Licensee provides such rejection notice within the 15-day period, Licensee is deemed to have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletin. Licensee’s continued use of any affected License Application is an acknowledgment of its acceptance.

Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other written instrument submitted by Licensee, whether or not formally rejected by Fannie Mae.

Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to Fannie Mae’s technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement.

Without further action on the part of either party, any

  • (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms, and

  • (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.”

If there is any conflict between a term or condition of any Schedule and the Master Terms, the terms or condition contained in the Schedule will take precedence over the conflict in term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by that Schedule.
Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and Licensee hereby consents to the jurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens.

EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.

Third-Party Beneficiaries Applicable Third-Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement.
U.S. Government If Licensee is any unit or agency of the U.S. Government, the Licensed Materials are provided as “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and disclosure of the Licensed Materials by the U.S. Government is subject to restrictions set forth in the Agreement.
Foreign Users Licensee is responsible for ensuring that the Licensed Materials are not used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, 15 C.F.R. 740 et. seq., nor may Licensee take any steps to facilitate such use.
No Implied Waiver No term, provision or clause of the Agreement will be deemed waived and no breach excused unless such waiver or excuse in writing and executed by a duly authorized representative of the party to be bound by it. Any waiver by a party of a breach by the other does not constitute a consent to, waiver of, or excuse for any different or subsequent breach.
Independent Parties The parties are independent contractors. Nothing in the Agreement will be construed to make the parties partners, joint venturers, representatives or agents of each other, nor may either party so represent to any third person. Third-Party Providers and Fannie Mae are not partners, joint venturers, representatives or agents of each other.

Appendix A

Appendix A does not apply to SF Lenders.