LASER Services - Master Terms and Conditions

1. Definitions

• "Salesforce Instance" refers to a specific, self-contained installation of the Salesforce platform allocated to a customer.
• "NON_LASER Accuracy Applications" refers to any applications, implementations, or customizations not provided by LASER that interact with the Services' fields, processes, or data.
• "Confidential Information" means all information disclosed by one party to the other, designated as confidential or that should reasonably be understood to be confidential. This includes LASER's Services and terms, and Customer's Data.
• "PFI" means protected financial information deemed protected under state and federal law, such as the Gramm-Leach-Bliley Act or the Fair Credit Reporting Act.
• "Compliance Tool" means any feature, report, alert, flag, score, workflow, or output within the Services that references or assists with regulatory requirements, including but not limited to those related to the Equal Credit Opportunity Act (ECOA), the Fair Credit Reporting Act (FCRA), the Gramm-Leach-Bliley Act (GLBA), the Truth in Lending Act (TILA), the Real Estate Settlement Procedures Act (RESPA), or similar federal or state laws and regulations.
• "Legal Advice" means the professional interpretation of law applied to specific facts by a licensed attorney, including any guidance that creates an attorney-client relationship.

2. Purchased Services

2.1. Per Company License Subscriptions

Unless specified otherwise in the Order Form:

• (a) Services are purchased as a per-company license and can be accessed by authorized users within the designated Salesforce Instance.
• (b) A Per Company License allows access by multiple users in one Salesforce Instance and cannot be shared across multiple instances unless authorized.

3. Use of the Services

3.1. Third-Party Applications (NON_LASER Accuracy Applications)

• (a) LASER is not responsible for the functionality, accuracy, or reliability of NON_LASER Accuracy Applications.
• (b) The customer is solely responsible for ensuring these applications are compatible with the Services.
• (c) The customer must ensure these applications do not compromise the integrity or security of data handled by the Services.
• (d) LASER is not liable for any damages or losses from the use of NON_LASER Accuracy Applications. Support must be sought from their providers.
• (e) LASER reserves the right to restrict any NON_LASER Accuracy Application if it negatively impacts our Services.

4. Compliance Features — Important Disclaimers

4.1. No Legal Advice

LASER Accuracy, LLC is a technology company, not a law firm. The Services, including all Compliance Tools within LASER Credit Access, do not constitute and shall not be construed as legal advice, legal counsel, or the practice of law. Specifically:

• (a) No output, alert, flag, report, checklist, workflow, or recommendation generated by the Services creates an attorney-client relationship between LASER and the Customer or any of its users.
• (b) Compliance Tools are designed to assist Customers in organizing, surfacing, and operationalizing information relevant to regulatory requirements. They are not a substitute for the advice of a qualified attorney or compliance professional.
• (c) The Customer is solely responsible for determining whether its use of the Services and any output therefrom complies with all applicable laws and regulations.
• (d) LASER strongly recommends that Customers consult with qualified legal counsel and compliance professionals before relying on any output of the Services for compliance decisions.

4.2. No Guarantee of Regulatory Compliance

Use of the Services, including any Compliance Tools, does not guarantee that the Customer's operations, processes, or decisions comply with applicable laws and regulations. The regulatory landscape governing credit access, consumer data, and financial services is complex, frequently changing, and subject to federal, state, and local variation. LASER:

• (a) Does not warrant that the Compliance Tools reflect the most current state of any law, regulation, guidance, or agency interpretation.
• (b) Does not warrant that use of the Compliance Tools will satisfy any regulatory examination, audit, or enforcement requirement.
• (c) Is not liable for any regulatory penalties, fines, enforcement actions, or litigation arising from the Customer's reliance on the Services for compliance purposes.

4.3. FCRA — Permissible Purpose; Not a Consumer Reporting Agency

Customer expressly acknowledges and agrees that:

• (a) LASER Accuracy, LLC is not a "consumer reporting agency" as defined by the Fair Credit Reporting Act (15 U.S.C. § 1681a(f)) and does not compile or maintain consumer credit files.
• (b) LASER provides technology infrastructure to facilitate the transmission of data between the Customer and the Customer's selected, permissioned credit bureau or data provider. LASER does not furnish, create, or modify consumer report data.
• (c) The Customer is solely responsible for ensuring it has a "permissible purpose" as defined under 15 U.S.C. § 1681b prior to accessing any consumer report data through the Services.
• (d) Customer is solely responsible for compliance with all applicable FCRA obligations, including but not limited to adverse action notice requirements (15 U.S.C. § 1681m), record retention, and data security requirements.

4.4. ECOA / Regulation B Compliance

LASER's Services may surface data or assist with workflows relevant to credit decisions. However:

• (a) LASER does not make credit decisions on behalf of the Customer and has no responsibility for the Customer's credit decisioning processes.
• (b) Customer is solely responsible for ensuring its use of credit data accessed through the Services complies with the Equal Credit Opportunity Act (15 U.S.C. § 1691 et seq.) and Regulation B (12 CFR Part 1002), including record retention requirements under 12 CFR § 1002.12.
• (c) Nothing in the Services shall be interpreted as guidance on how to structure, score, or evaluate credit applications in compliance with ECOA or Regulation B.

4.5. GLBA / FTC Safeguards Rule

To the extent the Services facilitate access to, storage, or processing of nonpublic personal information ("NPPI") as defined under the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.):

• (a) Customer is solely responsible for maintaining a comprehensive written information security program that meets the requirements of the FTC Safeguards Rule (16 CFR Part 314) and any applicable state equivalents.
• (b) LASER's provision of technology access does not relieve the Customer of any obligation as a "financial institution" under GLBA or the FTC Safeguards Rule.
• (c) Customer shall not store NPPI beyond the minimum period necessary for its permissible business purpose and shall implement appropriate disposal procedures.

4.6. Section 1033 / Open Banking

Features within LASER Financial Account Access or related services that facilitate consumer-permissioned data access may be subject to the CFPB's final rule implementing Section 1033 of the Dodd-Frank Act (12 U.S.C. § 5533). Customer acknowledges that:

• (a) LASER provides technology to facilitate permissioned data access and does not act as a "data provider" or "third party" under Section 1033 on behalf of the Customer.
• (b) Customer is solely responsible for obtaining and documenting proper consumer authorization prior to accessing financial account data.
• (c) Customer must maintain consumer authorization records in accordance with applicable law and any implementing regulations.

4.7. No Regulatory Filing or Reporting Obligation

LASER does not file regulatory reports, submit adverse action notices, generate HMDA data, or fulfill any reporting obligation on behalf of the Customer. All such obligations remain exclusively with the Customer.

4.8. Third-Party Data Provider Disclaimer

All consumer data, credit reports, and financial data accessed through the Services is sourced from the Customer's selected, independently contracted data provider ("Data Provider"). LASER:

• (a) Has no control over the content, accuracy, timeliness, or completeness of data furnished by any Data Provider.
• (b) Does not review, verify, or validate Data Provider responses.
• (c) Is not liable for any errors, omissions, or inaccuracies in Data Provider data, or for any consequences arising from the Customer's reliance thereon.
• (d) Makes no representation that Data Provider data satisfies any regulatory standard or requirement.

4.9. Customer Responsibility for Compliance Program

Customer assumes sole responsibility for:

• (a) Establishing, maintaining, and enforcing a comprehensive internal compliance program appropriate to its business activities and regulatory obligations.
• (b) Training its employees and users on applicable law and regulations governing the use of credit and financial data.
• (c) Engaging qualified legal counsel and compliance consultants to review its use of the Services and related data.
• (d) Monitoring changes in applicable law and updating its compliance program accordingly.

5. Fees and Payment

5.1. General Fees

• (a) The Customer must pay all fees specified in all Order Forms.
• (b) Fees are based on services purchased and technology usage.
• (c) Payment obligations are non-cancelable, and fees paid are non-refundable.

5.2. Subscription and Usage Fees

• (a) The subscription fee is billed monthly for access to services and must be paid via the Salesforce AppExchange.
• (b) A technology usage fee will be assessed based on actual use.
• (c) Usage fees are calculated monthly and billed the following month to the credit card on file.

5.3. Overdue Charges and Suspension

• (a) Late interest may accrue at a rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law.
• (b) If an account is over 30 days overdue, LASER may suspend services and accelerate payment obligations. LASER will provide at least 7 days' prior notice.

5.4. Usage Reduction Clause

• (a) If, after using the Services for 12 months or more, the Customer's usage has decreased by 75% or more (not due to a decrease in Customer loan volume), LASER reserves the right to charge a fee based on the average usage of the previous two years.

6. Proprietary Rights

6.1. Our Rights

• (a) LASER reserves all rights, title, and interest to the Services and all related intellectual property. No rights are granted to the Customer other than what is expressly granted in this Agreement.

6.2. Restrictions

Unless LASER agrees in writing, the Customer will not, and will not allow a third party to:

• (a) Reverse engineer, decompile, or attempt to discover the source code of the Services.
• (b) Modify, translate, or create new works based on the Services.
• (c) Sell, resell, license, distribute, rent, or lease any Services to a third party.
• (d) Attempt to create a substitute or similar service using the Services.
• (e) The Customer is responsible for following all applicable laws and regulations, and acknowledges that LASER is not a "consumer reporting agency" under the FCRA.

6.3. Feedback

• (a) If a Customer provides feedback, LASER may use it without restriction and will own any modifications that result from it.

7. Confidentiality

7.1. Protection of Confidential Information

• (a) The party receiving Confidential Information will use a reasonable degree of care to protect it and will not use it for any purpose outside this Agreement.
• (b) Access to Confidential Information is limited to employees and contractors who need access for purposes consistent with this Agreement and are bound by confidentiality obligations.

7.2. Compelled Disclosure

• (a) Confidential Information may be disclosed if compelled by law, provided the disclosing party is given prior notice, if legally permitted.

7.3. Subprocessors

• (a) Customer acknowledges and agrees that LASER may engage third-party service providers ("Subprocessors") to assist in delivering the Services. Subprocessors may include, but are not limited to, credit bureaus, data aggregation providers, cloud infrastructure providers, and other technology service providers.
• (b) LASER maintains written agreements with all Subprocessors that impose data protection obligations materially consistent with those set forth in this Agreement.
• (c) LASER remains responsible for the acts and omissions of its Subprocessors to the same extent LASER would be responsible if performing the services directly.
• (d) A current list of Subprocessors is available upon request.
• (e) LASER will notify Customer of any material changes to its Subprocessors by providing reasonable advance notice where practicable.
• (f) The use of Subprocessors is included in the technology usage fees described in Section 5, and no additional fees will be charged to Customer for Subprocessor services.
• (g) Customer is not required to enter into any separate agreement with any Subprocessor. All Subprocessor services are provided through LASER's existing contractual relationships.

8. Warranties and Disclaimers

8.1. Our Warranties

LASER warrants that:

• (a) It has the legal power to enter into this Agreement.
• (b) The Services will perform materially in accordance with the applicable User Guide for the Services.
• (c) The functionality of the Services will not be materially decreased during a subscription term.

8.2. Customer Warranties

Customer warrants that:

• (a) It has validly entered into this Agreement and has the legal power to do so.
• (b) It will maintain a comprehensive written information security program ("Infosec Program") approved by its senior management.
• (c) The Infosec Program will include administrative, technical, and physical measures designed to ensure the security, protect against unauthorized access, and ensure the proper disposal of Protected Financial Information (PFI).
• (d) The Infosec Program and the Customer's data handling procedures will comply with all applicable federal and state laws and regulations for the use, storage, and retention of PFI. These regulations include, but are not limited to:
  • ECOA (12 CFR § 1002.12)
  • TILA/RESPA (12 CFR § 1026.25)
  • FTC Safeguards Rule (16 CFR Part 314)
  • State-specific mortgage broker retention laws

8.3. Disclaimer

8.4. No Legal Advice Warranty

8.5. Data Provider Disclaimer

All data accessed using the Services is from the Customer's selected credit provider ("Data Provider"). LASER provides only the technology to facilitate the transaction. LASER has no control over the data provided and does not warrant the data sent in the request or the response received from the Data Provider.

9. Mutual Indemnification

9.1. Indemnification by LASER

• (a) LASER will defend and indemnify the Customer against any third-party claim that the use of the Services infringes their intellectual property rights, provided the Customer gives prompt written notice, gives LASER sole control of the defense, and provides reasonable assistance.

9.2. Indemnification by Customer

• (a) The Customer will defend and indemnify LASER against any third-party claim arising from Customer Data or the Customer's use of the Services.
• (b) The Customer will defend, indemnify, and hold harmless LASER against any regulatory action, fine, penalty, audit finding, enforcement proceeding, or third-party claim arising from the Customer's failure to comply with applicable law, including but not limited to the FCRA, ECOA, GLBA, TILA, RESPA, or Section 1033, in connection with its use of the Services.

9.3. Exclusive Remedy

• (a) This section states the sole liability and exclusive remedy for these types of claims.

10. Limitation of Liability

10.1. Limitation of Liability

10.2. Exclusion of Consequential Damages

11. Term and Termination

11.1. Term of Subscriptions

• (a) Subscriptions begin on the start date in the Order Form and continue for the specified term.
• (b) Subscriptions will automatically renew unless either party gives notice of non-renewal at least 30 days before the end of the term.

11.2. Termination for Cause

• (a) A party may terminate for cause upon 30 days' written notice of a material breach that remains uncured, or if the other party enters bankruptcy proceedings.

11.3. Effect of Termination

• (a) Upon termination, the Customer must pay any unpaid fees for the period prior to termination.
• (b) If terminated for cause by the Customer, LASER will refund any prepaid fees for the remainder of the term.
• (c) If terminated for cause by LASER, the Customer must pay any unpaid fees covering the remainder of the term.

12. General Provisions

12.1. Governing Law and Jurisdiction

• (a) This Agreement is governed by the laws of the Commonwealth of Virginia.
• (b) Exclusive venue and jurisdiction will be the courts of Chesterfield County, Virginia, or the U.S. courts in the Eastern District of Virginia.

12.2. Notices

• (a) All notices must be in writing and are considered given upon personal delivery, two business days after mailing, or one business day after sending by email. Email is not sufficient for notices of termination.
• (b) Billing notices will be sent to the billing contact; all other notices will go to the system administrator.

12.3. Force Majeure

• (a) A party is excused from performance delays caused by circumstances beyond its reasonable control, such as natural disaster, governmental action, or Internet disturbance ("Force Majeure Event").

12.4. Entire Agreement; Amendments

• (a) This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, negotiations, and understandings.
• (b) LASER reserves the right to amend these Terms and Conditions at any time. Amended terms will be posted at https://LASERcreditaccess.com/ and will take effect 30 days after posting. Continued use of the Services following notice of amendment constitutes acceptance of the amended terms.

12.5. Surviving Provisions

• (a) The sections "Fees and Payment," "Proprietary Rights," "Confidentiality," "Warranties and Disclaimers," "Compliance Features — Important Disclaimers," "Mutual Indemnification," and "Limitation of Liability" will survive any termination of this Agreement.