CUSTOMER SUBSCRIPTION AGREEMENT

LAST REVISED OCTOBER 27, 2021

This Subscription Agreement (the “Agreement”) shall govern the provision of the Subscription Services. This Agreement shall commence on the Effective Date and shall continue until otherwise terminated in accordance with Section 10 below. This Agreement supplements the Terms of Service and the Terms of Service are incorporated herein by reference.

1. Definitions
   
   1.1. “Authorized Users” means the specific individuals whom Customer designates or invites to use the Subscription Services.
   
   1.2. “Customer Data” means all information of Authorized Users submitted to the Subscription Services by Customer in connection with its provision of the Subscription Services to Authorized Users.
   
   1.3. “Effective Date” means the date Customer purchases the Subscription Services.
   
   1.4. “Subscription Services” means the online software made available by Let’sPlan that Customer may use to help its Authorized Users determine their best loan options.
   
   1.5. “Subscription Term” means the term of Subscription Services purchased by Customer which shall commence on Effective Data and continue for the specified purchase period any and renewals thereto.
   

2. Subscription Services. Let’sPlan will make the Subscription Services available to Customer pursuant to this Agreement and the Terms of Service during the Subscription Term, solely for Customer’s internal business purposes. Customer’s Authorized Users may access certain aspects of the Subscription Services provided that Customer remain fully liable for same and responsible for ensuring that any of Customer’s obligations under this Agreement and the Terms of Service that are carried out by Authorized Users are carried out in accordance with this Agreement and the Terms of Service. So long as Let’sPlan does not materially degrade the functionality of the Subscription Services during the applicable Subscription Term: (i) Let’s Plan may modify the Subscription Services to reflect changes in technology, industry practices, and patterns of system use; and (ii) update the Agreement and Terms of Service accordingly. Subsequent updates, upgrades, enhancements to the Subscription Services made generally available to all subscribing customers will be made available to Customer at no additional charge, but the purchase of Subscription Services is not contingent on the delivery of any future functionality or features. New features, functionality, or enhancements to the Subscription Services may be marketed separately by Let’s Plan and may require the payment of additional fees. Let’s Plan will determine, in its sole discretion, whether access to such new features, functionality or enhancements will require an additional fee.
   
   
3. Privacy.
   
   3.1. Security Measures. Let’sPlan shall: (i) implement and maintain appropriate administrative, technical, and physical safeguards for the security and protection of Customer Data; and (ii) access and use the Customer Data solely to perform its obligations in accordance with this Agreement and the Terms of Service. Let’sPlan will comply with all laws applicable to the provision of the Subscription Services, but not including any laws applicable to Customer’s industry that are not generally applicable to service providers.
   
   3.2. Confidentiality. “Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party“) disclosed to the other party (“Receiving Party“), whether orally or in writing, that is designated as confidential or reasonably should be understood to be confidential given the nature of information and the circumstances of disclosure. Confidential Information shall not include information that: (i) is or becomes publicly available without a breach of any obligation owed to the Disclosing Party; (ii) is already known to the Receiving Party at the time of its disclosure by the Disclosing Party, without a breach of any obligation owed to the Disclosing Party; (iii) following its disclosure to the Receiving Party, is received by the Receiving Party from a third party without breach of any obligation owed to Disclosing Party; or (iv) is independently developed by Receiving Party without reference to or use of the Disclosing Party’s Confidential Information. The Receiving Party shall use the same degree of care used to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care), and, except with Disclosing Party’s written consent, shall: (i) not use any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement; and (ii) limit access to Confidential Information of Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have a duty or obligation of confidentiality no less stringent than that set forth herein. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation, or legal process, provided that the Receiving Party: (i) provides prompt written notice to the extent legally permitted; (ii) provides reasonable assistance, at Disclosing Party’s cost, in the event the Disclosing Party wishes to oppose the disclosure; and (iii) limits disclosure to that required by law, regulation or legal process
   

4. Customer Obligations.
   
   4.1. Responsibilities. Customer shall: (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services, and notify Let’sPlan promptly of any such unauthorized access or use; and (ii) take commercially reasonable steps necessary to ensure the security and compliance of its use of the Subscription Services.
   
   4.2. Compliance. Customer shall access and use the Subscription Services in accordance with this Agreement, the Terms of Service, applicable law, and Customer’s own privacy policy and terms of use governing its use of Customer Data. Customer represents and warrants that is, and will remain, in compliance with all applicable laws, statutes, regulations, and rules applicable to its use of the Subscription Services, including without limitation, the Gramm-Leach-Bliley Act.
   
   4.3. Customer Data. Customer has and shall maintain all rights as are required to allow Let’sPlan to provide the Subscription Services to Customer as set forth in this Agreement and Terms of Service, including without limitation to send the Customer Data to Let’sPlan and to allow Let’sPlan to access, use, and store Customer Data to provide the Subscription Services pursuant to this Agreement and the Terms of Service. Customer is fully responsible for its legal and regulatory compliance in its use of the Subscription Services. Customer is responsible for the accuracy, validity, and legality of all Customer Data inputted or uploaded to the Subscription Services. Customer hereby represents and warrants that it has obtained all required consents and provided all required notices required under applicable law and contract in relation to Customer Data and Customer’s use of the Subscription Services.
   
   4.4. Restrictions. In addition to the restrictions outlined in the Terms of Service, Customer shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Subscription Services; (ii) use or permit others to use any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Subscription Services; (iii) copy, create a derivative work of reverse engineer, reverse assemble, disassemble, or decompile the Subscription Services or any part thereof or otherwise attempt to discover any source code or modify the Subscription Services; or (iv) create a competitive offering based on the Subscription Services,
   
   4.5. Retention. Customer is solely responsible for retaining and/or backing up all Customer Data submitted to the Subscription Services. Let’sPlan shall have no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Customer Data uploaded to the Subscription Services.
   
   4.6. NMLS Number. To use the Subscription Services, Customer must provide an accurate and current NMLS license number or indicate an exempt status of Loan Officer Assistant or a Lender Business User. Failure to enter a valid NMLS number or accurate selection of an exempt classification can result in account suspension or termination. Customer shall update or correct its NMLS number by contacting [email protected].
   

5. Fees and Payment.
   
   5.1. Fees. Customer shall pay all Subscription Services fees, charges, and taxes (collectively, “Fees”) monthly as specified to Customer during the checkout process. Let’sPlan may increase the Fees applicable to the renewal of Customer’s Subscription Services by providing Customer with notice thereof, including by email, at least thirty (30) calendar days prior to such increase. Except as otherwise specified herein: (i) Fees are payable in United States dollars; (ii) fees are based on Subscription Services purchased, regardless of usage; (iii) payment obligations are non-cancelable and Fees paid are non-refundable; (iv) the Subscription Services shall be deemed accepted upon delivery; and (v) the Subscription Services purchased cannot be decreased during the relevant Subscription Term.
   
   5.2. Taxes. Customer is responsible for payment of all taxes, levies, duties, assessments, including but not limited to value-added, sales, use or withholding taxes, assessed or collected by any governmental body (collectively, arising from Let’sPlan’s provision of the Subscription Services).
   
   5.3. Billing. Subscription Services Fees are billed to Customer on a recurring monthly basis. The Subscription Services Fees will be automatically billed to Customer’s payment method on file each month unless Customer cancels the Subscription Services in accordance with Section 10. If Customer fails to pay any Fees due under this Agreement, Let’sPlan reserves the right to terminate Customer’s access to the Subscription Services immediately.
   
   5.4. Payment. Customer will pay all Fees using the payment method designated and supported by Let’sPlan. Let’sPlan utilizes a third-party payment processor to collect and process payment for Subscription Services Fees. To make a payment, Let’sPlan will transfer Customer to our payment processor’s network through which all payments are processed. Customer agrees to provide accurate and complete payment information so that Let’sPlan and Let’sPlan’s payment processor can complete the payment. By providing a payment method, Customer hereby represents that: (i) Customer is authorized to use the provided payment method; (ii) the payment method information is true and accurate; and (iii) Customer authorizes Let’sPlan to charge Customer using the provided payment method.
   

6. Proprietary Rights.
   
   6.1. Subscription Services. Except for the rights expressly granted under this Agreement, Let’sPlan retains all right, title and interest in and to the Subscription Services, including all related intellectual property rights therein. Let’sPlan reserves all rights in and to the Subscription Services not expressly granted to Customer under this Agreement. Customer will not delete or in any manner alter the copyright, trademark, and other proprietary notices of Let’sPlan.
   
   6.2. Customer Data. As between Customer and Let’sPlan, Customer is and will remain the sole and exclusive owner of all right, title and interest to all Customer Data, including any intellectual property rights therein. Customer hereby grants Let’sPlan all necessary rights to host, use, process, store, display and transmit Customer Data and solely as necessary for Let’sPlan to provide the Services in accordance with this Agreement. Customer represents that it has, and warrants that it shall maintain, all rights as required to allow Let’sPlan to compile, use, store, and retain aggregated Customer Data. Subject to the limited licenses granted herein, Let’sPlan acquires no right, title, or interest from Customer hereunder in or to Customer Data, including any intellectual property rights therein. Customer reserves all rights in and to the Customer Data that are not expressly granted to Let’sPlan pursuant to this Agreement.
   

7. Representation and Warranties.
   
   7.1. Customer Representations. Customer represents and warrants that: (i) it has the legal authority to enter into this Agreement; and (ii) it will use the Subscription Services in accordance with the terms and conditions set forth in this Agreement and in compliance with all applicable laws, rules, and regulations.
   
   7.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LET’SPLAN MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, AND LET’SPLAN HEREBY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY WITH RESPECT TO THE QUALITY, PERFORMANCE, ACCURACY, OR FUNCTIONALITY OF THE SUBSCRIPTION SERVICES OR THAT THE SUBSCRIPTION SERVICES ARE OR WILL BE ERROR FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.
   

8. Indemnification.
   
   8.1. Indemnification by Let’sPlan. Let’sPlan shall indemnify, defend, and hold Customer harmless from and against any judgments, settlements, costs and fees reasonably incurred (including reasonable attorney’s fees) resulting from any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Subscription Services hereunder infringes or misappropriates the valid intellectual property rights of a third party (a “Claim Against Customer“); provided that Customer: (i) promptly gives Let’sPlan written notice of the Claim Against Customer; (ii) gives Let’sPlan sole control of the defense and settlement of the Claim Against Customer (provided that Let’sPlan may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability); and (iii) provides to Let’sPlan all reasonable assistance, at Let’sPlan’s expense. In the event of a Claim Against Customer, or if Let’sPlan reasonably believes the Subscription Services may infringe or misappropriate, Let’sPlan may in Let’sPlan’s sole discretion and at no cost to Customer: (i) modify the Subscription Services so that they no longer infringe or misappropriate; (ii) obtain a license for Customer’s continued use of Subscription Services in accordance with this Agreement; or (iii) terminate Customer’s Subscription Term and refund to Customer any prepaid Fees covering the remainder of Subscription Term. Notwithstanding the foregoing, Let’sPlan shall have no obligation to indemnify, defend, or hold Customer harmless from any Claim Against Customer to the extent it arises from: (i) Customer Data; (ii) use by Customer after notice by Let’sPlan to discontinue use of all or a portion of the Subscription Services; (iii) use of Subscription Services by Customer in combination with equipment or software not supplied by Let’sPlan where the Subscription Services itself would not be infringing; or (iv) Customer’s breach of this Agreement.
   
   8.2. Indemnification by Customer. In addition to Customer’s indemnification obligations under the Terms of Service, Customer shall indemnify, defend, and hold Let’sPlan harmless from and against any from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, damages, expenses, and costs (including reasonable attorneys’ fees) assessed or incurred by us, directly or indirectly, with respect to or arising out of Customer’s violation of applicable law, violation of a third party’s rights, or Customer’s use of Customer Data.
   

9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LET’SPLAN BE LIABLE TO CUSTOMER FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SUBSCRIPTION SERVICES, EVEN IF LET’SPLAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SUBSCRIPTION SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR BUSINESS, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LET’SPLAN LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATED TO THE SUBSCRIPTION SERVICES OR THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE FEES PAID BY CUSTOMER TO LET’SPLAN IN THE PRECEDING TWELVE (12) MONTHS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
   
   
10. Termination.
    
    10.1. Subscription Term. The Subscription Services are offered monthly and Customer’s Subscription Term shall commence on the Effective Date. The Subscription Services shall automatically renew for successive one-month periods, unless and until terminated in accordance with this Section 10.
    
    10.2. Termination. Customer may cancel the Subscription Services at any time before the Subscription Services renew. To avoid renewal Fees, Customer must cancel the Subscription Services two (2) calendar days prior to the next monthly billing cycle by emailing Let’sPlan at [email protected]. Upon cancellation, Customer shall retain access to the Subscription Services through the period covered by Customer’s last payment. Customer shall not receive any refund for any unused days of the Subscription Term. Upon cancellation, Customer’s room name for the Subscription Services will become available for public use immediately.
    
    10.3. Survival. Section 6 (Proprietary Rights), 3 (Security), 7 (Representations and Warranties), 8 (Indemnification), 9 (Limitation of Liability), 11 (Governing Law and Jurisdiction), and 12 (General Provisions) and any other rights and obligations of the parties hereunder that by their nature are reasonably intended to survive termination or expiration, shall survive any termination or expiration of this Agreement.
    

11. Governing Law and Jurisdiction. All matters arising out of or relating to this Agreement or the Subscription Services will be governed and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles. You hereby consent to the exclusive jurisdiction of the state and federal courts located in Seattle, Washington, with respect to any action arising in connection with this Agreement and the Subscription Services.
    
    
12. General Provisions.
    
    12.1. Relationship. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
    
    12.2. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
    
    12.3. Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
    
    12.4. Force Majeure. Neither party shall be liable under this Agreement for delays or failures to perform under the Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, natural catastrophe, government legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. The delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. If the force majeure event continues for more than thirty (30) calendar days, then either party may terminate the Agreement upon written notice to the other party.
    
    12.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
    
    12.6. Assignment. Neither party may assign its rights and obligations hereunder, either in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
    
    12.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties as it relates to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning or relating to the same. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. To the extent of any conflict or inconsistency between the provisions of this Agreement and the Terms of Service, this Agreement shall prevail.