TORA SYSTEMS
END USER LICENSE AGREEMENT
*** IMPORTANT ***

SCROLL THROUGH AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS

This End User License Agreement (the “Agreement”) is a legal agreement between You,  on behalf of yourself
or the entity or organization that You represent  (“You” or “Your”), and Tora Systems LLC (“Tora”) regarding the “TORA!” the mortgage adoption and management software program (the “Software”) and the Software specifications that are set forth in the help files of the Software and any release-related notes, guides or manuals Tora publishes specific to the current version of the Software (“Documentation”) (the Software and Documentation, collectively the “Program”) made available to You by Tora.  By clicking the “ACCEPT AND AGREE” button below, or by installing, downloading, accessing or otherwise using the Program, You acknowledge that You have read this Agreement, understand it, and agree to be bound by its terms and conditions.  If You do not agree to the terms and conditions of this Agreement, click the “CANCEL” button
and do not download or access or use the Program.  Tora will not and does not license the Program to You unless You agree to the terms of this Agreement.

• Grant of License.
• Subject to the terms and conditions hereof, Tora hereby grants to You a limited, non-exclusive,
  non-transferable (except as set forth in Section 17 below) license to install, operate and use the Software, in executable form only, on a single computer for Your internal business purposes only, provided that:
• You install the Program only on a computer system that You own or, if You will be the only party with access to the installed Program, on a computer system not owned by You; and
• You use the Program (i) for its intended purpose solely in connection with the management
  of the business that You conduct, and (ii) solely to the extent of any and all applicable limitations (whether as to specific modules or other parts of the Program, or number of production or backup server computers) set forth in this Agreement and
• You may make only a reasonable number of backup copies of the Program solely for the purpose of reinstalling the Program, if reinstallation becomes necessary; and
• You may make one copy of the Program for use in a testing environment solely for testing purposes; and,
• You may make and install one copy of the Program at a disaster recovery site for Your use only for so long as a disaster or other emergency prevents You from Using the Program at Your original installation site.
• Any updates and/or upgrades to Program that You may receive from Tora, whether software,
  data or other materials, shall be governed by the terms and conditions of this Agreement.
  However, Tora has no obligation to provide You with any such updates or upgrades.

 

• Delivery and Receipt 

You may receive the Program by Tora’s (a) shipment of tangible goods including recorded media containing the Program, (b) enabling downloading of the Program, (c) delivering activation codes for the Program, or (d) otherwise enabling use of the Program.

 

• Limits of License.

Except as expressly set forth in Section 1 above, You agree not to, and not to permit any other person to:

• Make any copy of the Program, except as an essential step in Your licensed use thereof;
• Distribute any copy of the Program to any third party (including by renting, leasing, lending, sublicensing, time-sharing, or otherwise) or attempt to grant any other right to the Program to others;
• Use the Program to act as service bureau or application service provider or permit remote access
  to the Program to others;
• Use the Program for personal, family, household, or other non-business purposes;
• Alter, modify, adapt, translate, decompile, disassemble or reverse-engineer the Program or
  creating any derivative work based upon the Program;
• Remove, alter or obscure any copyright, trademark or other proprietary notices from the
  Program; and
• Use the Program in excess of the limitations set forth in this Agreement. Nothing in this Agreement shall give You the right or license to use any trademarks used in connection with the Program including without limitation “TORA!” and “Tora Systems”.

 

• Confidentiality. 

The Program is and contains confidential and proprietary information of Tora and/or its suppliers.  You agree to hold in strict confidence, not to use or disclose it, or any part of it, to others, except as specifically permitted in this Agreement.  You agree to take all necessary precautions to secure the confidentiality of the Program.  In accordance with this provision, You will maintain at least the same precautions as You take in regard to Your own confidential information, but not less than reasonable care.  You agree not to make the Program available
to any person, except to Your employees whose access is necessary to enable You to exercise Your licenses and who are bound by an appropriate agreement ensuring compliance with all applicable provisions of this Agreement.  You will keep the Program confidential and will not disclose or publish it, or any part of it, to
others, except as specifically provided herein.  You agree to immediately notify Tora in writing of any misuse, misappropriation or unauthorized access, use, disclosure, display or copying of the Program that may come to Your attention.

• Export Restrictions.

You shall comply with all applicable United States and foreign laws, regulations, regulations, rules and requirements relating to license, delivery, import, export or re-export of technology or data abroad, including without limitation, the requirements under the U.S. Export Administration Act, regulations of the Bureau of Industry and Security, the Department of Treasury or their successors, executive orders, and other export controls of the United States.   You represent and warrant that You are not located in, under the control of, a national or resident of, any restricted country or of any entity or person designated as restricted.

• U.S. Government.

If You are any unit or agency of the U.S. government (the “Government”), the Government acknowledges and agrees that the Software is “commercial computer software” as defined at 48 CFR 2.101, DFARS 252.7201
(b) and DFARS 252.227-7014, and as that term is used in 48 CFR 12.212, DFARS 227.7202-3 and
DFARS 227.7202-4, and that the Documentation is “commercial computer software documentation” as that term is used in 48 CFR 12.212, DFARS 227.7202-3 and DFARS 227.7202-4.  The Government shall have only those rights as specified in the license contained in this Agreement in accordance with 48 CFR 12.212(b) and DFARS 227.7202-3(a), which the parties acknowledge and agree are the rights negotiated, accepted and agreed upon by the parties in accordance with 48 CFR 27.405-3.   As set forth in 48 CFR 12.212(a)(2) and DFARS 227.7202-4, the Government acknowledges and agrees that it shall have no right to use, modify, reproduce, release, perform, display or disclose the Software or Documentation except as set forth in this Agreement.  The provisions of FARS 52.227-19 – Commercial Computer Software License (48 CFR 52.227-19) are excluded from this Agreement and the rights stated therein are expressly withheld from the Government. 

• Limited Warranty and Disclaimers.
• Tora warrants that, during the one hundred and eighty (180) day period  that commences on the date that Tora delivers the Program (as described in Section 2 above) (the “Warranty Period”),
  the Program, when properly installed and used, shall perform substantially in accordance with the Documentation. If You report to Tora in writing within the Warranty Period any substantial non-conformity between the Documentation and the Program, and if Tora is able to replicate and
  verify that such nonconformity exists, Tora will, at its option, provide You with a replacement
  copy of the Program, or make commercially reasonable efforts to correct such nonconformity
  and, supply You with such correction at no additional cost to You or  terminate this Agreement,
  and refund the license fee You paid to Tora for the Program. The foregoing states TORA’S
  SOLE LIABILITY AND Your EXCLUSIVE REMEDY for any breach of this warranty.
• With respect to any media by which You may have received Your copy of the Program, Tora warrants that the media is free from defects in materials and workmanship under normal use for
  the Warranty Period. TORA’S SOLE LIABILITY AND YOUR  EXCLUSIVE REMEDY
  under this warranty is limited to replacement of defective media.
• OTHER THAN THE EXPRESS, LIMITED WARRANTIES STATED ABOVE IN THIS SECTION, Tora IS LICENSING THE PROGRAM ON AN “AS IS” BASIS TO YOU. 
  Tora MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE
  SUITABILITY, RELIABILITY, TIMELINESS, COMPLETENESS AND ACCURACY,
  FOR ANY PURPOSE, OF THIS PROGRAM, ITS OPERATION OR ANY
  INFORMATION CONTAINED THEREIN, INPUT OR STORED THEREBY.  TORA
  AND ITS SUPPLIERS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT
  PERMITTED BY LAW ALL OTHER REPRESENTATIONS, WARRANTIES,
  CONDITIONS AND GUARANTEES OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED
  TO, ANY WARRANTIES, CONDITIONS OR GUARANTEES (I) OF MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF
  NON-INFRINGEMENT OF ANY PROPRIETARY, INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY THIRD PARTY, AND (IV) ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. YOU UNDERSTAND AND AGREE THAT: (1) THE UTILITY OF A BUSINESS MANAGEMENT COMPUTER PROGRAM DECREASES AS
  TECHNOLOGY EVOLVES AND THE BUSINESS ENVIRONMENT CHANGES, (2)
  YOU ARE FREE TO DECIDE, AND ARE RESPONSIBLE FOR DECIDING, WHEN TO UPGRADE YOUR SOFTWARE, AND (3) TORA DISCLAIMS ANY RESPONSIBILITY TO DELIVER LATER-RELEASED SOFTWARE.
• Other Limitations. Tora will have no responsibility under these limited warranties for any
  Program or media that has been modified, lost, stolen or damaged by accident, abuse or misapplication. No employee, agent or representative of Tora, or any other third party, is authorized to make any warranty with respect to the Program, except those expressly stated in
  this Agreement, and You may not rely on any such unauthorized warranty.

 

• Exclusions of and Limitation of Liability.
• You acknowledge Your understanding that software is inherently complex and may not be free from errors, and that You have been advised to verify the work produced by the Program. IN
  NO EVENT SHALL Tora or its suppliers be liable for any special, indirect, incidental, consequential or punitive damages ARISING FROM THE USE OF THE PROGRAM OR
  THE INABILITY TO USE THE PROGRAM, OR OTHERWISE PURSUANT TO THIS AGREEMENT, even if Tora has been advised of the possibility of such damages. Tora is not responsible or liable for damages or costs incurred as a result of loss of time, loss of data, loss
  of anticipated profits, lost opportunity cost, BUSINESS INTERRUPTION, or loss of use of the Program, nor for damages or costs incurred in connection with obtaining substitute software,
  claims made against You by others or similar costs.
• IN NO EVENT SHALL TORA'S LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE LICENSE FEE ACTUALLY PAID BY YOU TO TORA TO PURCHASE THE LICENSE FOR THE SOFTWARE.
• You acknowledge and agree that this Agreement allocates risk between You and Tora as authorized by applicable law, and that the pricing of Tora’s products reflects this allocation of
  risk and the exclusions and limitations of liability contained in this Agreement. If any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth in this Agreement shall remain in full force and effect.
• You acknowledge that unless You and Tora agree in writing for Tora to provide software implementation services to implement the Program on Your computer, You are responsible for implementing the Program. You agree that Tora shall have no liability whatsoever for any failure associated with such implementation.

• Jurisdictional Rights.

This Agreement gives You specific legal rights, and You may also have other rights, which vary from
jurisdiction to jurisdiction. Some jurisdictions do not allow the exclusion or limitation of implied warranties or
of liability for incidental or consequential damages, so some or all of those sections of the Agreement may not apply to You.

• Your Warranty to Provider. 

You warrant that all individuals having access to the Program will observe and perform all the terms and conditions of this Agreement.  You shall, at Your own expense, promptly enforce the restrictions in this Agreement against any person who gains access to Your copy of the Program or while Your employee and
who violates such restrictions, by instituting and diligently pursuing all legal and equitable remedies against him
or her.  You agree to immediately notify Tora in writing of any misuse, misappropriation or unauthorized disclosure, display or copying of the Program that may come to Your attention. 

• Term.

This Agreement is effective from the date You accept it and continues in effect until terminated. You may terminate this Agreement at any time, at which point Your license hereunder will terminate. This Agreement and the license granted herein will terminate automatically and without notice if You fail to comply with any term or condition of this Agreement. You agree upon termination to return the original Program to Tora and to destroy
all other copies of the Program, in whole or in part, in Your possession or control. Any provision in this Agreement which when reasonably read is intended to survive the termination of this Agreement shall survive, including without limitation, Sections 4, 7(c),  7(d) and 8 though 17.

• Indemnity. 

You agree to indemnify, defend and hold harmless Tora and its officers, directors, employees, consultants, suppliers, agents and anyone providing information or software used in the Program from any and all claims, actions, losses, liabilities, damages, costs and expenses (including without limitation attorneys’ fees) resulting
from or incidental to Your use of, or inability to use, the Program. 

• Proprietary Rights.

The Program is owned by Tora and its suppliers and is protected by copyright, patent, trademark and trade secret laws. You will take all steps necessary to protect Tora and its suppliers’ proprietary rights in the
Program related to Your use and possession of the same, including but not limited to, maintaining the confidentiality of any passwords and proper display of copyright, trademark, and other proprietary notices on any versions or copies in any form of the Program, including copies stored on diskettes, hard drives or other media.  You will, at Your own cost and expense, protect and defend Tora’s ownership of the Program against
all claims, liens and legal processes of Your creditors and will keep the Program free and clear of all such
claims, liens and processes.  ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED
TO Tora.

• Injunctive Relief. 

Because of the unique nature of the Program, You understand and agree that Tora will suffer irreparable injury
in the event You fail to comply with any of the terms of this Agreement and that monetary damages may be inadequate to compensate Tora for such breach.  Accordingly, You agree that Tora will, in addition to any
other remedies available to it at law or in equity, be entitled to injunctive relief, without posting a bond, to
enforce the terms of this Agreement.

• Entire Agreement and Severability.

This Agreement represents the complete and exclusive understanding between You and Tora regarding the Program, and supersedes any prior purchase order, confirmation, advertising, representation, or other communication. This Agreement may not be modified except by a written agreement signed by an authorized Tora representative. Waiver of a breach of or right hereunder will not constitute a waiver of any other or subsequent breach or right. If any provision of this Agreement is found to be void, invalid, or unenforceable, it shall be severed from and shall not affect the remainder of this Agreement, which shall remain valid and enforceable. Any such severed provision shall be replaced with a similar provision, which conforms to
applicable law and embodies as closely as possible the original intent of the parties.

• Dispute Resolution, Waiver of Collective or Class Action, Choice of Law, Statute of
  Limitations and Language.

Any cause of action or claim arising out of or relating to this Agreement or the breach thereof, including without limitation, the validity, enforceability or scope of this Agreement, shall be settled by binding arbitration pursuant
to this Section 16 and the applicable rules of either J.A.M.S/Endispute or the National Arbitration Forum in effect at the time the claim is filed. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. In addition, You agree that any cause of action or claim will be arbitrated individually and that You will not consolidate or seek class treatment for any claims, unless previously agreed to
in writing by You and Tora. This Agreement shall be governed by the laws of the State of Alaska, but not including the 1980 United Nations Convention on Contracts for International Sale of Goods.  Venue for any action under this Agreement shall be in Anchorage, Alaska.  You consent to the personal jurisdiction of the
state and federal courts located in Anchorage, Alaska.  ANY CLAIM OR CAUSE OF ACTION, REGARDLESS OF FORM, MUST BE BROUGHT NO MORE THAN ONE (1) YEAR AFTER You first know, or should have known, of the event which gives rise to the cause of such action., OTHERWISE THE CLAIM OR CAUSE OF ACTION SHALL BE BARRED, EXCEPT THAT THE FOREGOING LIMITATION AND THE ARBITRATION PROVISION SHALL NOT APPLY TO THE
ENFORCEMENT BY TORA OF ANY OF ITS INTELLECTUAL PROPERTY RIGHTS. THIS PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

• Assignment, Successors. 

No right or license under this Agreement may be assigned or transferred by You, nor may any duty be
delegated by You without Tora’s prior written consent.  Any assignment, transfer or delegation in contradiction
of this provision shall be null and void.  Subject to the foregoing, this Agreement will bind and inure to the
benefit of the permitted successors and assigns of You and Tora.

You hereby give Tora permission to send You information regarding Tora’s products
and services by various delivery methods, including via facsimile.