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The federal securities laws define the term accredited investor in Rule 501 of Regulation D as one of the following:
This Vendor Relationship Agreement is effective as of today’s date. Its parties are Agency and SHARESTATES, INC., a Delaware corporation (“Sharestates”).
Agency provides title insurance and/or settlement services.
Sharestates is a commercial lender that makes loans secured by real estate. Its loans require title insurance: lender policies for all loans made for purchases and refinances, and owner policies as well for purchases. Sharestates wishes to place Agency on its approved list of providers to provide one or more of policies of title insurance and, depending on the state, settlement services (“Services”). Agency is willing to provide these Services.
This Agreement states the parties’ understandings on providing, and paying for, the Services.
Agency Information. Agency has completed and delivered to Sharestates all information required, upon which Sharestates has relied in entering into this Agreement. The information that Agency has provided is complete and accurate in all respects. Agency shall inform Sharestates in writing if there is any material change to any of this information. Agency shall update any of the information upon Sharestates’ request as part of Sharestates’ ongoing monitoring responsibilities.
Description of Services; Payment for Services. Agency shall provide the Services described on the order form that Sharestates sends to Agency to request the Services on a particular file (“Sharestates Order Form”), and shall be paid for those Services on the terms and rates as set forth on that Order Form. Agency is solely responsible for the Services, and any third-parties it uses to provide the Services.
The Parties’ Relationship. Sharestates is a commercial mortgage lender that requires title insurance to be issued for each loan it makes. Depending on the state in which the mortgaged real property is located, Sharestates may also want Agency to provide settlement services. When Agency is retained for a loan file, the borrower shall pay for the title insurance policy that Agency issues at closing.
Agreement. Any specific written purchase orders or statements of work from Sharestates that describes the Services that Agency will provide are deemed part of this Agreement’s terms.
Sharestates Affiliates. References to “Sharestates” shall include its Affiliates. A person’s “Affiliate” is any individual or entity that controls, is controlled by, or is under common control with that person. Control means any power to direct a person’s management and policies, including through ownership or by contract. Ownership includes partial ownership. Control can be both direct and indirect.
Personnel and Subcontractors. Any person performing Services must be Agency’s employee or contractor, who at all times shall be subject to Agency’s control. Agency shall directly supervise its employees’ and subcontractors’ performance, and shall be solely responsible for their work product, results, acts, or omissions. Agency is responsible for notifying its employees, subcontractors, and other persons providing services by or through Agency of Agency’s obligations under this Agreement, and the obligations under this Agreement shared with Agency by its employees, subcontractors, and other persons providing services. The breach of this Agreement by Agency or its employees, subcontractors, and other persons providing services may result in this Agreement’s termination, and may also subject Agency to civil or criminal sanctions.
Agency Representations and Warranties. Agency makes these representations and warranties to Sharestates, knowing that Sharestates is relying upon them to enter into this Agreement.
Existence and Power. If it is an entity, Agency is a validly formed and existing entity, in good standing under the laws of the state of its formation or incorporation. Agency has all licenses, authorizations, permits and approvals necessary to carry on its business as now being conducted in each state in which it does business if that state’s laws require that licensing or qualification, including being licensed as a title insurance and/or settlement agency in each state in which it does business. Agency has the full power and authority to sign, deliver, and perform under this Agreement.
Authorization. If it is an entity, Agency’s executing, delivering, and performing this Agreement, and consummating the transactions it describes, have been duly and validly authorized.
Executing Officer. The officer signing this Agreement on Agency’s behalf has the authority to bind the Agency to its terms.
Binding Agreement. When the parties execute and deliver this Agreement, it shall be Agency’s valid and binding agreement, its terms enforceable except as limited by bankruptcy or other insolvency and creditors’ rights laws, and general principles of equity.
Ordinary Course of Business. The transactions this Agreement describes are in the ordinary course of Agency’s business.
Non-Contravention. Agency signing and delivering this Agreement and performing under its terms will not (i) violate Agency’s articles of incorporation, certificate of organization, bylaws, operating agreement, or other chartering or governing document if it is an entity, (ii) conflict with, or result in Agency’s breach of, any agreement to which it is a party or legal restriction by which it is bound, (iii) constitute a default of any order, judgment, or decree to which Agency or its property is subject, (iv) result in any applicable law or regulation’s violation, including the insurance code of any state, (v) impose a lien on any of Agency’s assets, or (vi) impair Sharestates’ ability to realize on the Services, or impair the Services’ value.
No Litigation. There is no action, suit, or administrative proceeding or investigation pending or threatened against Agency that could draw into question the validity of this Agreement, the Services, or any action this Agreement contemplates.
Government Authorization. Agency is licensed as a title insurance agency in each state in which it does business, and each state in which Sharestates wants Agency to provide Services. Other than this licensing, no consent, approval, authorization, or order of any court or governmental authority is required for Agency executing, delivering, and performing this Agreement, or if required, the consent, approval, authorization, or order is in effect.
Accuracy. This Agreement’s statements and any information that Agency furnished relating to this Agreement, including the Agency Information Form, are true, correct, and accurate; do not contain any untrue statement of material fact; or do not fail to state a material fact necessary to make any statements not misleading.
Compliance. Agency, and its personnel and contractors, have complied with the federal, state, and local laws and regulations that apply to Agency’s operations and their performing the sorts of Services this Agreement provides, including the insurance codes of each state in which Agency does business. Agency maintains a system or plan to assure continued compliance.
Insurance. Agency has insurance coverage(s) necessary or appropriate to conduct its business, typical for persons in Agency’s business, and that covers the Services. Agency’s employees and contractors are all either covered by this insurance or carry their own insurance that covers Services and meet Sharestates’ requirements.
Other Agency Performance Covenants.
Performance Standard. Agency will diligently perform its duties under this Agreement, in an ethical, legal and professional manner, including in interactions with Sharestates, its employees, clients, counterparties, other vendors, and business partners. Agency shall at all times use its best efforts. Its performance shall be no less than in accordance with the generally accepted standards of service in the title insurance business. All title polices that Agency issues and provides to Sharestates or any Sharestates counterparty, and all related title searches that it relies upon for those title policies or provides to Sharestates under this Agreement shall be true, correct and accurate, and shall not contain any untrue statement of material fact or omit to state a material fact necessary to make any such statement not misleading.
Obligation to Report. Agency is obligated to report any known or suspected breach of this Agreement to Sharestates. This applies whether the breach, suspected breach, or activity involves Agency, Sharestates, or another person. Agency shall report in writing any such breach to its Sharestates contact or any member of Sharestates senior management if the breach involves that contact. Agency shall cooperate fully with all any investigation of any such breach.
Remediation. Should any circumstance reveal Agency’s material non-compliance with this Agreement or applicable laws or regulations, Sharestates will promptly notify Agency, and Agency will respond to Sharestates in writing within five (5) business days with Agency's plan to promptly eliminate or address the non-compliance. Agency shall eliminate the non-compliance in no less than fifteen (15) business days, unless the parties agree otherwise in writing.
Privacy. Sharestates is subject to, and complies with, federal, state, local, and international laws, directives, and regulations governing the privacy, confidentiality, processing, and movement of its customers and other third parties’ nonpublic personal information (as defined in those laws, directives, and regulations). In providing the Services, Agency and its employees and contractors shall comply with all of these privacy standards.
Workplace Behavior, Discrimination, and Harassment. Sharestates provides a workplace in which all people are treated with dignity and respect, and does not tolerate unlawful discrimination, harassment, or other unacceptable behavior in its workplace or towards its employees, counterparties, or contractors. Agency shall comply with all applicable workplace behavior laws, and shall not tolerate or permit harassment of any type which may be construed as unwanted, or may create a hostile or offensive work environment. This includes any conduct which could be deemed as threatening, abusive, demeaning, or abusive.
Conflicts of Interests. Agency shall avoid any conflicts of interest with respect to the Services or in its relationships with Sharestates or its employees, counterparties, or contractors. Agency shall report in writing any potential conflict of interest to its Sharestates contact or any member of Sharestates senior management if the conflict involves that contact. Sharestates shall determine whether any such potential conflict of interests constitutes an actual conflict and communicate to Agency a final disposition of the matter. Examples of conflicts of interest include could be giving of gifts or entertainment, or use of information which could unduly and improperly influence the parties’ relationship.
Honesty, Fair Dealing, Bribery and Anti-Corruption. Agency shall carry out its dealings with Sharestates with honesty. Agency shall not take unfair advantage of others through manipulation, concealment, abuse of confidential information, or any other unfair or deceptive acts or practices. Any attempt to use influence, quid pro quo, or promise of future rewards will be considered an unethical business practice, and a breach of this Agreement.
Compliance Management. Several state and federal statutes and regulations govern Sharestates’ business, some of which impose obligations to oversee its third-party providers such as Agency, and provide information on those providers to regulators when requested. If Sharestates requests Agency to provide information on or documentation of Agency’s performance or compliance with applicable law and this Agreement, to a regulator, auditor, or any other independent reviewer, Agency shall comply with the request in a timely manner.
Customer and Consumer Interactions. If Agency receives a complaint from a Sharestates customer or counterparty relating to a Sharestates transaction, Agency will notify Sharestates of the complaint no later than one (1) business day after it is received. This notice will go to the Sharestates vendor manager, with a copy as stated in the “Notice” section. Agency will cooperate with Sharestates in investigating and resolving any complaint, which includes providing any related information Sharestates requests.
Record Keeping and Retention. Agency will keep a complete written record (hard copy or electronic) of its transaction(s) involving Sharestates. In doing so, Agency will comply with all record keeping and retention laws or regulations applicable to its business. Sharestates at all times may review and copy these records during business hours upon five (5) business days’ notice. If requested, Agency will cooperate and comply with an examination of these records by any Sharestates regulator, auditor, or other third party reviewer.
Maintenance of Insurance. Agency shall maintain the insurance coverages required by Sharestates.
Limited Agency. In any Sharestates transaction, Agency shall only act pursuant to authority that this Agreement grants or other written directive from Sharestates. Agency, its employees, agents, and contractors shall commit no fraud, omission, misrepresentation, negligence, or similar occurrence in providing the Services that would impair in any way the rights of Sharestates or its customers and counterparties, or violate applicable law.
Legal Proceedings. If any legal or administrative proceeding relating to the Services is filed or threatened against Agency, Agency will notify Sharestates in writing, which notice must be received by Sharestates no less than three (3) business days after Agency is itself notified of the event or action in question.
Notification of Material Changes. Agency will promptly notify Sharestates in writing of any changes that alters Agency’s affirmations in this Agreement or Agency’s ability to comply with this Agreement.
Use of Sharestates Name in Marketing. Agency shall not use Sharestates’ name and reputation, or those of Sharestates’ Affiliates, in its marketing efforts without Sharestates’ written consent.
Term and Termination.
Single Transaction. If this Agreement is for a single file or account, this Agreement will terminate when the Services have been provided for the transaction in question and Agency has received its compensation. This Agreement’s termination shall not relieve either party of any obligation incurred prior to the termination date.
Continuing Relationship. This Agreement will be in effect for twelve (12) months, from date of execution and shall automatically renew for another twelve (12) months, unless either party cancels this agreement. Termination shall not affect the parties’ obligations under this Agreement’s Sections on “Agency Representations and Warranties,” “Other Agency Performance Covenants,” and “Indemnification, all of which shall survive this Agreement’s termination
Indemnification. Agency shall indemnify and defend Sharestates and its shareholders, partners, members, directors, officers, employees, agents, attorneys, accountants, consultants, investors, co-venturers, contractors, and other representatives (“Representatives”) and Affiliates against, and shall reimburse these Sharestates indemnitees for, any losses, damages, losses, assessments, liabilities, obligations, fines, penalties and other costs (including reasonable attorney’s fees), arising from (i) this Agreement’s breach by Agency or any of its Representatives or Affiliates, (ii) any inaccuracy in or breach of any of this Agreement’s representations or warranties, or (iii) the negligence or willful misconduct in performing the Services by Agency, its employees, or its contractors.
Interpretation. In this Agreement, the following interpretation guidelines apply unless the context requires otherwise:
Words’ singular form shall include the plural, and vice versa.
Words of one gender shall include the other or no gender.
Words denoting individuals shall include entities, and vice versa.
The conjunction “or” means any one or more, in any combination, of all the specified items or matters listed.
The Parties are deemed to have acknowledged this Agreement’s statements and agreed to its terms.
References to a party include that party’s Representatives, Affiliates, successors, or assigns, unless the reference excludes successors or assigns.
Any reference to a Party acting shall include the Party having another person act on its behalf or having the Party cause the act indirectly.
Headings are for convenience only and shall not affect the Agreement’s meaning or interpretation.
References to a document, statute, or other writing include that writing’s amendment or restatement, and refers to its latest version unless the reference states otherwise.
Where an act, matter, or thing is to be done is a day other than a business day, it may be done on the immediately succeeding business day.
Binding Effect. This Agreement both benefits and binds the parties and their respective successors and permitted assigns.
Assignment. No party may assign its rights or obligations under this Agreement without the other party’s prior written consent, which consent shall not be unreasonably withheld or delayed. No assignment or delegation, in whole or in part, will release either party from any of its obligations pursuant to this Agreement.
Waiver. In any one or more instances, a party’s failure or delay in insisting on strict compliance with this Agreement or exercising any right or remedy it provides, shall neither constitute a waiver of any of this Agreement’s rights, estop that party from later demanding full compliance with this Agreement’s terms, nor prevent the party from exercising any right or remedy in the future. An Agreement term may only be waived in a writing signed by the party against which the waiver is sought to be enforced.
The Parties’ Relationship; Independent Contractor. This Agreement does not create a partnership, joint venture, or principal/agent relationship between the parties. Agency is an independent contractor, and has the sole right to supervise, manage, control and direct its employees, subcontractors and contractors. This Agreement may not be construed to limit in any way the rights of the parties to pursue, independently and in accordance with their respective management policies, any aspects of their respective businesses and operations.
Severability. If any Agreement term is held to be illegal, invalid, or unenforceable under any present or future law, and if that holding does not materially and adversely affect the parties’ rights or obligations under this Agreement, then (i) that term will be deemed fully severable, (ii) this Agreement will be construed and enforced as if the term was never a part of this Agreement, (iii) this Agreement’s remaining terms will remain fully effective and unaffected by the severed term, and (iv) where necessary, the parties will negotiate in good faith to replace the severed term with a legal, valid, and enforceable term to fulfill as closely as possible the parties’ original intents and purposes.
Rights and Remedies Not Exclusive. No right or remedy that this Agreement grants to a party excludes any other right or remedy. Each such right and remedy is cumulative and is added to any other right or remedy that this Agreement or applicable law grants..
Notices. Every notice and other communication that this Agreement requires must be in writing. A party giving a Notice must deliver it by personal delivery, registered or certified mail with return receipt requested and postage prepaid, nationally recognized overnight courier, or e-mail. Each of these methods are considered a writing. Notice shall be deemed given on the following dates:
Personal delivery: on the date stated on a signed receipt.
Registered or certified mail: on the date stated on a signed receipt.
Courier: on the date stated on a signed receipt.
E-mail: the date and time sent, provided there is no “delivery failure notice".
Addressee rejects or refuses to accept the Notice: on the rejection or refusal date.
Notice cannot be delivered due to an address change for which no Notice was given: on the attempted delivery date.
The Agency’s address for notices has been provided to Sharestates. Sharestates’ address for notices is:
Notice that is received after 5:00 p.m. on a business day where the addressee is located, or on a day that is not a business day where the Addressee is located, is deemed received at 9:00 a.m. on the next business day where the addressee is located. A party must give Notice to the other party of any address change, for the change to be effective
Governing Law. New York law governs this Agreement. Each party consents to personal jurisdiction over itself in state or federal courts serving Nassau County, Long Island, New York, and waives any claim or defense that these forums are not convenient or proper. The parties further waive all right to a jury trial in any legal action relating to this Agreement.
Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed an original, but all of which shall constitute a single instrument. If executed in counterparts, no party will be bound until all parties have signed the Agreement and all parties have received a fully executed Agreement.
Electronic Communications, Documents, and Signatures. The Parties may communicate electronically to the extent permitted by, or not inconsistent with, this Agreement and applicable law. All communications, including notices, and all contracts (including this Agreement) may be created, signed, and delivered electronically. To be used as this Subsection describes, the electronic transmission used must create a record that all parties may retain, retrieve, and review, and that all parties may directly reproduce in paper form. Electronic copies shall constitute enforceable original documents.
Entire Agreement. This Agreement supersedes the parties’ prior discussions and agreements. It fully sets forth all of the parties’ agreements and understandings with respect to its subject matter.
Amendment. No amendment, rescission, or termination of this Agreement or any of its terms will be valid unless in a writing identified as an amendment, rescission, or termination and signed by the parties.
Conflicts. If there is any conflict between any pre-printed terms contained in Sharestates’ purchase orders, acknowledgments or other forms or in Agency’s invoices, and this Agreement’s terms, this Agreement will prevail.
This agreement has been signed on the parties behalf as of the dates set forth below.
This MORTGAGE BROKER AGREEMENT (“Agreement”) is effective as of 04/12/2021 (the “Effective Date”), between the undersigned (the “Broker”) and Sharestates, Inc. (“Sharestates”), having a principal place of business at 45 North Station Plaza, Suite 400, Great Neck, NY 11021 (collectively the “Parties” and each a “Party”).
WHEREAS, Sharestates is a direct private lender engaged in the business of originating and servicing non-consumer, business-purpose loans secured by first liens on the related mortgaged properties;
WHEREAS, Broker is engaged in the business of brokering mortgage loans, including non-consumer, business-purpose mortgage loans;
WHEREAS, Broker may from time to time have customers who wish to obtain a non-consumer,business-purpose mortgage loan;
WHEREAS, Broker wishes to refer to Sharestates customers of Broker who wish to obtain a non-consumer, business-purpose mortgage loan secured by first liens on the related mortgaged properties (“Mortgage Loan” or collectively, “Mortgage Loans”); and
WHEREAS, Broker and Sharestates wish to enter into a non-exclusive relationship for their mutual benefit whereby Broker, from time to time, will refer to Sharestates customers of Broker interested in obtaining Mortgage Loans (“Loan Applicant” or collectively, “Loan Applicants”) and Sharestates, or an entity owned or controlled by Sharestates, may elect to make a Mortgage Loan to a Loan Applicant in return for a referral fee paid by Sharestates to Broker in the event that a Loan Applicant closes and funds a Mortgage Loan with Sharestates (a “Funded Mortgage Loan”);
NOW, THEREFORE, in consideration of the promises, covenants and agreements hereinafter contained, the Parties agree as follows:
This Agreement sets forth the terms and conditions under which Broker may submit loan application packages for Business Purpose Loans (as defined below) to Sharestates for its review and funding (any such loan application package, a “Loan Package”).
Prior to submitting any Loan Package to Sharestates, Broker first must be approved by SHARESTATES, and satisfy all applicable eligibility requirements set forth in this Agreement and the Guidelines (as defined below) related to the origination and submission of “Business Purpose Loans”, which are defined for the purposes of this Agreement as mortgage loans that are not made primarily for personal, family or household use, but instead made primarily for a business purpose, as determined using the business purpose criteria set forth in the Official Commentary to the Truth in Lending Act’s Regulation Z (12 CFR Part 1026), a copy of which is attached hereto as Exhibit B.
Broker will, at Broker’s sole expense, perform the services listed in Exhibit A hereto with regard to Loan Packages related to Business Purpose Loans. In addition, Broker shall perform such other services as may be required by Sharestates or agreed upon by Broker and Sharestates from time to time.
Broker shall submit all Loan Packages and related information through an account established by Broker with Sharestates on Sharestates’ website, www.Sharestates.com (the “Website”).
In performing its services hereunder, Broker shall not “steer” a prospective borrower to a loan product offering less favorable terms inorder to increase either Broker’s compensation or any loan originator’scompensation.
Any individual who assists Broker in originating and processing a Loan Package must be a W-2 employee, either full time or part time, of Broker, and provide the assistance as a W-2 employee of Broker.
Unless otherwise agreed by the Parties in an addendum to this Agreement, none of the Loan Packages may relate to a reverse mortgage transaction (as such term is defined in Regulation Z, 12 C.F.R. 1026).
By submitting a Loan Package to Sharestates, Broker transfers and assigns all right, title and interest in and to the Loan Package and all documents and other information related thereto to Sharestates.
In connection with the entry into this Agreement, and from time to time hereafter, Sharestates may provide Broker with manuals, correspondence, statements, bulletins, underwriting standards, loan product descriptions, loan program requirements, policies, procedures, guidelines, memoranda, other materials and all amendments thereto, as may from time to time be prescribed by Sharestates that address the requirements of Sharestates with regard to Loan Packages (collectively, the “Guidelines”). The Guidelines are effective as of the date specified, or if not specified, as of the date of issuance. Upon issuance, the Guidelines are incorporated herein by this reference and made a part hereof in all respects. Sharestates may modify the Guidelines at any time in its sole discretion. The Guidelines address matters such as the types of loans for which Sharestates will accept Loan Packages, the states in which Sharestates will make loans, and the pricing and other terms and conditions for loans made by Sharestates.
Broker has no authority to, and shall not, use, publish or distribute in any manner any type of advertising material, letter, stationery, newsletter, form, disclosure, document or other material that contains any name, trade mark, service mark or logo of Sharestates (collectively, “Promotional Materials”), except as may be expressly authorized in writing by Sharestates.
The right to use Promotional Materials shall expire upon the expiration or termination of this
Agreement or upon written notice from Sharestates. Sharestates retains all rights, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. In addition, Sharestates may at any time require Broker to cease using the Promotional Materials. To the extent Sharestates provides notice thereof to Broker, Broker shall promptly (but in any case, within two (2) business days) remove all Promotional Materials from Broker’s website and destroy or return to Sharestates all Promotional Materials in Broker’s position and shall provide a written certification to Sharestates that all Promotional Materials have been so removed or destroyed.
Broker has no authority to, and shall not, make any commitment or agreement on behalf of Sharestates with any applicant or other third party, or make any representation to any applicant or other third party on behalf of Sharestates, other than as is expressly authorized in writing by Sharestates.
Broker and each loan originator of Broker must, at all times, hold in good standing all licenses, registrations, approvals or exemptions that are legally necessary for Broker and each loan originator to originate and process Loan Packages as contemplated by this Agreement, and must promptly submit satisfactory evidence of the forgoing upon Sharestates’ request. Additionally, Broker shall provide Sharestates with such other information regarding Broker and each loan originator as Sharestates may reasonably request. Broker shall promptly notify Sharestates at the email address(es) provided in this Agreement upon learning, or having reason to believe, (i) that any information previously provided to Sharestates with regard to any Loan Package is not true, correct or complete, (ii) that any state or federal governmental agency has made an adverse finding, or taken an adverse action, with regard to Broker (or any of its assets, owners, directors, officers, members, employees or agents) or any loan originator, (iii) of any dispute involving an applicant, or any claim or threatened claim by an applicant, with respect to the services performed by Broker or any loan originator and Broker’s action plan for responding to any such dispute or claim (which in no event shall be more than thirty (30) days after notice of the dispute or claim), or (iv) of any inquiry or com- plaint by a government agency regarding the services performed by Broker or any loan originator in connection with a Loan Package. Broker shall promptly notify Sharestates of any changes that would prohibit Broker from complying with this Agreement.
Broker shall permit Sharestates and its authorized representatives to (i) upon execution of this Agreement, and at any time while this Agreement is in effect, run a comprehensive background check on Broker to determine that Broker’s financial, legal, and character qualifications meet the Guidelines and all minimum legal requirements for Sharestates to do business with Broker; (ii) examine all books and records of Broker that pertain to Loan Packages submitted, or to be submitted, to Sharestates, including without limitation permitting Sharestates and its authorized representatives to audit and examine the files regarding Loan Packages, (iii) examine all policies, guides, procedures and plans regarding the origination and processing of Loan Packages and compliance with all Applicable Requirements (as defined below) in connection therewith, and (iv) upon first receiving reasonable notice from Sharestates, observe Broker’s facilities and business operations and inter- view Broker’s employees at any time during normal business hours. Broker authorizes Sharestates to investigate Broker, including obtaining credit bureau and other reports and conducting reference checks, and to share information with others about its experiences with Broker.
The term “Broker” is used herein for the convenience of the Parties. Sharestates does not intend to limit Broker’s compensation disclosure obligations owed to Loan Applicants pursuant to applicable law, and Broker shall be solely responsible for determining and fulfilling all such legal disclosure obligations. Sharestates makes no representation to Broker regarding whether or not the substance of Broker’s role under this Agreement is that of a broker, a mortgage broker or similar designation. Broker agrees to disclose, and shall solely be responsible for disclosing, to the Loan Applicants the compensation earned by Broker to the extent such disclosure is required by state and federal law, regardless of Broker designation or designations under this Agreement. Broker agrees to indemnify and hold Sharestates harmless for any failure to disclose its compensation to Loan Applicants to the extent required by applicable disclosure laws.
Broker understands and agrees that Sharestates’ loans are made solely for a business purpose and are governed by the laws and regulations that pertain to commercial mortgage lending. Sharestates is not governed by the compliance and disclosure requirements of federal and state consumer protection laws other than those that may apply irrespective of the fact that Sharestates’ loans are commercial loans made for a business purpose. Broker shall submit Loan Packages in accordance with (i) all applicable local, state and federal laws, regulations, and/or ordinances, including but not limited to licensing and fair and responsible lending laws, (ii) this Agreement and the Guidelines, and (iii) customary, prudent industry mortgage loan origination practices and procedures (collectively, the “Applicable Requirements”). Without limiting the foregoing, Broker shall keep all information regarding applicants confidential in accordance with Applicable Requirements, including without limitation applicable privacy laws and regulations.
Broker will maintain policies, procedures, internal controls and training processes regarding the origination of Loan Packages that are sufficient to provide for the compliance by Broker with the Applicable Requirements.
Broker will provide all applicants with timely state and federally required disclosures.
Broker will retain records as required by applicable laws.
Sharestates shall perform all underwriting activities associated with the Loan Package. All decisions regarding Loan Packages shall be made in the sole and absolute discretion of Sharestates. Broker shall fully cooperate with and assist Sharestates in obtaining any additional information and documentation that Sharestates deems necessary in order to underwrite and close any Loan Package. Unless Sharestates and Broker agree otherwise in writing, Mortgage Loans will close in the name of Sharestates or an affiliated entity selected by Sharestates.
If a Loan Package originated by Broker, and submitted to Sharestates, in accordance with this Agreement is approved, funded and closed by Sharestates, and the resulting mortgage loan (“Mortgage Loan”) is not rescinded, Broker shall be compensated in accordance with the compensation amount set forth in the applicable term sheet. Except for third party fees in connection with a Loan Package that may be imposed on the applicant as provided for in this Agreement or the Guidelines, Broker is responsible for all costs and expenses associated with the conduct of Broker’s business. Broker agrees that it shall comply at all times with any and all state, federal, and local laws, regulations and ordinances related to compensation of its loan originators, including but not limited to those defined by Regulation Z.
Early Payment Default.
Should Broker submit a Mortgage Loan where the Borrower fails to make one of its first three (3) regularly scheduled installment payment, Broker shall promptly refund the compensation received in connection with the Mortgage Loan within 30 days’ notice from Sharestates’ written request. Failure to do so may result in a halt of future Mortgage Loan submissions and/or Broker Termination.
Broker is an independent contractor and shall not represent itself in any manner to be an agent, employee, representative, or partner of Sharestates. Additionally, this Agreement does not, and shall not be deemed to, create a partnership between the Parties. Sharestates does not assume any liability or incur any obligation of Broker by execution of this Agreement. Broker shall have no authority to sign any documents on behalf of Sharestates, or to bind or obligate Sharestates in any manner whatsoever.
The relationship of the Parties is not exclusive, and nothing herein means that Sharestates has granted Broker any exclusive right or that Broker has granted Sharestates any exclusive right. It is expressly understood that, notwithstanding the execution of this Agreement and the covenants and agreements contained herein, Sharestates may enter into arrangements with other brokers for the referral of loans other than the Referred Loans.
Broker shall only submit Loan Packages as to non-consumer, business purpose loans. Prior to submitting the Loan Package, and applying the business purpose criteria in the Reg. Z Official Commentary, Broker shall assess whether a loan is a Business Purpose Loan. Broker shall only submit a Loan Package for a loan that it believes in good faith is a Business Purpose Loan.
this Agreement constitutes a legal, valid, binding and enforceable obligation of Broker,
Broker is operating at arms-length with the borrower and all other parties to the loan transaction, unless otherwise disclosed to Sharestates and approved by Sharestates in writing;
there is no pending or threatened litigation, adverse claim or action of any kind or nature that if decided against Broker would have a material adverse effect on Broker’s ability to perform its obligations under this Agreement;
no party other than Broker or an employee of Broker performed any services in connection with the Loan Package;
to the best of Broker’s knowledge after commercially reasonably inquiry, the information contained in the Loan Package is true, accurate and complete;
to the best of Broker’s knowledge after commercially reasonable inquiry, there is no circumstance or condition with respect to the applicant, his or her credit standing, the Loan Package or the underlying property that would (i) cause the existing or intended insurer or guarantor of the Mortgage Loan to regard the loan as not eligible for insurance or guaranty, (ii) cause the Mortgage Loan to become delinquent or (iii) adversely affect the value or marketability of the Mortgage Loan;
Broker and its employees have complied with all Applicable Requirements;
Broker has a written agreement and compensation plan with all of its loan originators that comply with the Applicable Requirements;
Broker possesses and shall maintain fidelity bond coverage and errors and omissions insurance in sufficient amounts for the business conducted by Broker, consistent with all Applicable Requirements;
Broker has not used, and shall not use, the services of any affiliated vendor without first obtaining the prior written consent of Sharestates;
Broker is duly organized and validly existing in good standing in the jurisdiction of its organization and each of its directors, officers, agents, and employees have acquired and will, during the term of this Agreement, maintain all necessary licenses and qualifications to conduct its business generally and for each Loan Package it submits. Furthermore, by submitting a Loan Package, Broker represents to Sharestates that its licenses and qualifications for the state(s) where the collateral for the referred Mortgage Loan(s) is located are active and in good standing. Broker shall submit to Sharestates copies of all such licenses as requested by Sharestates;
Broker and its agents have at all times complied and are in compliance with all applicable federal, state and local anti-money laundering laws, orders and regulations to the extent applicable to Broker or its agents, including but not limited to the USA PATRIOT Act of 2001, the Bank Secrecy Act and the regulations of OFAC with respect to the origination of the Mortgage Loan and the Loan Package;
Broker has all necessary corporate authority and has taken all required corporate action to enter into this Agreement and to perform the transactions contemplated hereunder;
Broker has not had any dealings with any other broker, investment banker, finder, or agent that may be entitled to any finder’s fee, commission, or other form of compensation to be paid in connection with this Agreement and the transactions contemplated hereby. Any commission or compensation to be paid to any other broker, investment banker, finder, or agent in connection with this Agreement shall be the sole responsibility of Broker; and
to the best of Broker’s knowledge, no Loan Package contains false or misrepresented information or fails to disclose material facts necessary to make the statements contained therein not misleading. Broker shall be responsible for all actions taken in the course of its performance of its obligations under this Agreement, whether performed by Broker or its employees or licensees.
Broker acknowledges that Sharestates shall have relied upon the representations and warranties expressed herein to enter this Agreement. No representation or warranty made by Broker in connection with the funding of each Loan by Sharestates contains any untrue statement of any material fact or fails to state any material fact necessary to make such representation or warranty not misleading.
As further inducement to Sharestates to enter into this Agreement and to perform its obligations hereunder, Broker covenants to Sharestates that:
Broker shall disclose any facts known with regard to a Loan Applicant which if not disclosed would make the substance of a Loan Package materially misleading to Sharestates.
Broker shall prepare the Loan Package accurately and completely to the best of Broker’s knowledge after conducting reasonable diligence.
Unless disclosed to Sharestates in writing before a Loan Package is submitted, Broker will not receive any direct or indirect payment from any person other than the related Loan Applicant or affiliate of Loan Applicant on behalf of Loan Applicant with respect to that Loan Package, including any payment involving escrow, appraisal or sale, and, unless fully disclosed to Sharestates prior to the submission of the Loan Package, Broker (and Broker’s agents, employees, officers and directors) will have no direct or indirect ownership in any property intended as security for a Mortgage Loan.
Broker shall be aware and reasonably knowledgeable of the terms and conditions of Sharestates’ loan programs and exert reasonable best efforts to submit Loan Packages that comply with the terms thereof.
Broker shall comply with all applicable local, state and federal laws, including but not limited to Broker’s licensing requirements, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, predatory lending, usury, consumer credit laws, and any other governmental regulatory requirements relevant to each Mortgage Loan in each jurisdiction where real property securing a referred Loan is located or where Broker conducts business, as required.
Each Funded Mortgage Loan shall be freely assignable by Sharestates to any other entity without the consent of Broker.
Broker shall provide all disclosures to Loan Applicants as required by law or prudent lending or brokering practices, which disclosures shall be given by Broker to Loan Applicants within the time periods required by law or prudent lending or brokering practices.
Broker shall not use for its own benefit and will not disclose to any person or entity confidential information relating to Sharestates which Broker has acquired or which it may acquire during the term of this Agreement.
This Agreement may be terminated by either Party with or without cause at any time upon notice to the other Party. If Sharestates terminates this Agreement, or if Broker terminates this Agreement, then Sharestates may in its sole and absolute discretion, but shall have no obligation to, accept or review any Loan Package or close a Mortgage Loan once notice of termination is given. Termination of this Agreement shall not relieve either Party of any liability to the other Party for any damages or other amounts due hereunder, provided that Broker shall not be entitled to the compensation provided for in Section 7 (and the applicable exhibit) with respect to a Loan Package unless all conditions set forth herein regarding payment of the compensation are satisfied. Notwithstanding the foregoing, the termination of this Agreement, by itself, does not give rise to any liability of a Party for damages. The representations and warranties of Broker set forth in this Agreement shall survive any termination of this Agreement.
Should Sharestates terminate on the basis of reasonable suspicion of fraud in a Loan Package that results in a funded loan, Sharestates shall have no obligation to pay compensation to Broker for its services as to that funded loan.
Broker shall indemnify and hold Sharestates harmless from any damage, loss or expense (including attorneys’ fees and all costs of investigation, settlement and appeal) arising out of, resulting from or relating to (i) any misrepresentation made by Broker in this Agreement, (ii) any breach of a representation or warranty of Broker, or the non-fulfillment of any covenant, agreement or condition of Broker, contained in this Agreement, (iii) any misrepresentation or fraud in connection with a Loan Package on the part of Broker or the applicant (if Broker knew or should have known that the Loan Package information was untrue), (iv) any misrepresentation or fraud in connection with a Loan Package on the part of any other third party performing services for Broker on or prior to the date the Loan Package is submitted to Sharestates, (v) any loan that is deemed by Sharestates to be unsaleable due to the acts or omissions of Broker, (vi) any repurchase demand of any third party to which Sharestates sold any Mortgage Loan due to any act or omission of Broker.
Broker shall hold harmless and indemnify, protect and defend Sharestates from any claim against Sharestates arising in whole or in part from Broker failing to comply in any manner with any applicable licensing laws or regulations, or laws requiring Broker to qualify to do business.
In addition, upon the occurrence of any of the events or circumstances enumerated in paragraphs (a) and (b) of this Section, Sharestates shall have the right, at its option, to require Broker to purchase any affected Mortgage Loan from Sharestates, the applicable investor, or other third party. The purchase price shall be equal to the sum of: (i) the amount of the compensation paid by SHARESTATES to Broker in connection with such loan, (ii) all costs incurred by Sharestates in underwriting, closing, funding or otherwise related to the loan, (iii) the unpaid principal balance of the loan, (iv) all accrued but unpaid interest thereon at the applicable note rate through the date of purchase, (v) any unreimbursed advances, costs or expenses made or incurred by Sharestates in connection with such loan, and (vi) if Sharestates has sold the loan, all other costs incurred by Sharestates in purchasing the loan from the investor or pool.
Broker’s obligations under this Section shall be fully applicable regardless of whether Sharestates has underwritten or approved the related Mortgage Loan and regardless of the contents of the Loan Package. Broker acknowledges its understanding that Sharestates disclaims any duty to investigate, verify, authenticate, or confirm any information contained in any Loan Package or mortgage file document.
In all actions with third parties in which Sharestates has the right to be indemnified hereunder, Sharestates shall have the complete and exclusive right to determine the conduct and defense of such legal proceeding or investigation with such third party including, without limitation, the right to compromise, settle, defend, or continue any such action. Upon receipt of notice of claim covered by any indemnity or other indemnity in this Agreement, whether such claim appears to be valid or not, Broker shall immediately assume the representation of Sharestates and the defense of such claim at its own cost and expense to the satisfaction of Sharestates, with counsel approved by Sharestates, and Broker shall be directly responsible for the payment of any settlement, award or judgment relating to such claim.
Broker’s obligation to indemnify Sharestates will not be affected by Sharestates’ taking any of the following actions with or without notice to Broker: (i) liquidation, repayment, or sale or resale of any Mortgage Loan; (ii) foreclosure of any Mortgage Loan; or (iii) sale or resale of the property securing any Mortgage Loan.
Broker agrees to make all required payments under this Section within ten (10) calendar days of Sharestates’ demand for payment thereof.
In the event that Broker owes any amount to Sharestates hereunder or under any other agreement, understanding or arrangement between Broker and Sharestates, then Sharestates shall have the right, without notice, to deduct, offset and to appropriate or apply any and all of such amounts from amounts that otherwise would be payable by Sharestates to Broker.
Unless Sharestates provides its prior express written consent to Broker, during the term of this agreement or at any time thereafter, Broker shall not, directly or indirectly, use any Confidential Information (as defined below) in any way, or divulge, disclose or make available or accessible any Confidential Information to any person or entity or any other third party, other than when required to do so in good faith to originate and process a Loan Package as contemplated by this Agreement or when required to do so pursuant to applicable law, a subpoena or other order of a court of competent jurisdiction. Broker shall deliver to Sharestates at the time of the termination of this Agreement, and without retaining any copies, notes or excerpts thereof, all Confidential Information, in any form, that is in Broker’s actual or constructive possession or that is subject to Broker’s control.
“Confidential Information” means all information respecting the business and activities of Sharestates, or any subsidiary or affiliate of Sharestates, including, without limitation, the terms and provisions of this Agreement, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, financial information, methodologies, know-how, processes, practices, procedures, approaches, projections, forecasts, formats, systems, data gathering methods and/or strategies of Sharestates, or any subsidiary or affiliate of Sharestates. For the avoidance of doubt, “Confidential Information” shall also include any sensitive financial or personally identifiable information regarding Loan Applicants or Sharestates customers and borrowers. “Confidential Information” shall not include any (i) information that is or becomes part of the public domain or generally available to the public, other than as a result of a breach of this Section, (ii) information that is or becomes available to Broker on a non-confidential basis from a source other than Sharestates, or (iii) information that Broker demonstrates was independently developed without the use of Confidential Information.
Without limiting the foregoing, Broker agrees to comply with the applicable privacy and safeguarding requirements of the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.) and regulations promulgated thereunder, and with all other applicable laws, as to all nonpublic personal information received or obtained by it with respect to any Loan Applicant or Sharestates.
Broker expressly acknowledges and agrees that Sharestates’ remedy at law for a breach or threatened breach of any of the provisions of this Agreement may be inadequate. In recognition of that fact, in addition to its remedy at law and without posting any bond, Sharestates shall be entitled to, and Broker agrees (if Sharestates establishes that a breach or threatened breach has occurred) not to oppose Sharestates’ request for, equitable relief in the form of a temporary restraining order, a temporary or permanent injunction, or any other equitable remedy that may then be available. Nothing herein contained shall be construed as prohibiting Sharestates from pursuing any other remedies available to it for such breach or threatened breach.
During the term of this Agreement, and for a period of one (1) year thereafter, Broker shall not, directly or indirectly, hire or solicit for employment any Sharestates employee, or any person who was a Sharestates employee within six (6) months prior to any such attempted hiring or solicitation.
Other than with respect to the Loan Packages contemplated by this Agreement, Sharestates shall not solicit or otherwise engage in any business with any prospective borrower (or any member, manager, principal or affiliate (each, an “Affiliate”) of any prospective borrower) who is a Loan Applicant with respect to whom no funded loan results from the for a period of three (3) months following the submission of a Loan Package. Sharestates agrees not to communicate the identity of any Loan Applicant or Affiliate to any other person or entity except to state or federal regulatory agencies or agents or representatives hired by Sharestates who have a need to know such information. Notwithstanding anything to the contrary set forth in this section, Sharestates shall not be prohibited from engaging in any business with any individual or entity who: (a) responds to a general advertisement or other general sales or marketing activity by Sharestates not directed at such individual or entity, or (b) was prior to the effective date of this Agreement, or becomes during the term of this Agreement without any referral from Broker, a customer of Sharestates.
In the event of any dispute, controversy or claim between the Parties arising out of or relating to any matter set forth in this Agreement, the Parties shall meet (whether in person or by telephone) to discuss an appropriate and reasonable resolution thereof. Efforts to resolve any such dispute, controversy or claim shall be conducted in good faith and with the intent to resolve such matter fairly. If such dispute, controversy or claim cannot be resolved in that manner, it shall be settled exclusively by arbitration to be held in a mutually convenient location in New York, New York, or such other place as the Parties may agree in writing, before a panel of three arbitrators selected as set forth below, which arbitration shall be conducted in accordance with the then existing rules and regulations of the American Arbitration Association, applying the substantive law of New York. Each Party shall select an arbitrator within fifteen (15) days of the date of the notice of such dispute, controversy or claim, and the two arbitrators selected shall then appoint a third arbitrator within thirty (30) days of their appointment. The determination by a majority of the three arbitrators shall be binding. The arbitrators shall have the broadest discretion permissible under applicable law, including without limitation the right to permit reasonable discovery in accordance with the New York Rules of Civil Procedure, and to entertain pre-hearing and post-hearing motions. In any arbitration proceeding arising under this Agreement, the arbitrators may not change, modify, or alter any express condition, term, or provision hereof, and to that extent the scope of their authority is limited. Final judgment may be entered on the arbitrators’ award in any court having jurisdiction over the parties. Notices, petitions, and any other process relating to the arbitration shall be sufficient if served personally or by registered mail, return receipt requested, by overnight courier, or by another method agreed between the Parties.
The losing Party in any arbitration shall pay all costs and expenses (including reasonable attorneys’ fees) related to the arbitration that have been incurred by the other Party, provided, however, that if fault is found to exist with regard to both Parties, all such costs and expenses of the Parties shall be apportioned according to fault, as decided by the arbitrators.
Notwithstanding Section 14(a), a Party may seek from any court of competent jurisdiction any provisional remedy, including without limitation a temporary restraining order or a temporary or permanent injunction, as may be necessary to protect any rights or property of the Party pending the award of the arbitrators. If a Party shall bring an action, claim, suit or proceeding against the other Party pursuant to this Section 14(c), the prevailing Party shall be entitled to its costs and expenses, including without limitation its reasonable attorneys’ fees and costs.
Scope of Agreement. This Agreement supersedes all prior agreements or understandings between the Parties, whether oral or written, and contains the entire agreement of the Parties relating to the subject matter hereof and may not be amended except in a writing signed by the Parties. Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof at any time shall not be deemed a waiver of such term, covenant or condition at any other time nor shall any waiver of any right herein at any time be deemed a waiver of the same or any other right at any other time. All covenants and agreements herein bind and shall inure to the benefit of the respective successors and permitted assigns of the Parties.
Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by Broker without the prior written consent of Sharestates, or by Sharestates without the prior written consent of Broker; provided, however, that Sharestates may assign this Agreement and any of its rights, interests or obligations hereunder to an affiliate of Sharestates; provided, further, that nothing in this Section shall affect Sharestates’ right to finance, assign, sell, securitize, and participate Funded Mortgage Loans. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the Parties and their respective successors and assigns.
Choice of Law and Consent to Jurisdiction. This Agreement shall be governed by the laws of New York (without reference to the choice of law provisions thereunder). In the event of litigation between the Parties regarding or arising from this Agreement, the litigation may be brought only in federal or state court located in the State of New York with exclusive venue in the County of New York, subject to the arbitration agreement contained herein, and the parties hereby waive any objections to jurisdiction or venue of such courts.
Severability & Counterparts. Any decision of a court of competent jurisdiction that invalidates one or more provisions of this Agreement does not invalidate any other provision of this Agreement, and the Parties shall in good faith act to interpret or amend this Agreement so as to reflect the original intent of the Parties as set forth herein. This Agreement may be executed in any number of counterparts. Each counterpart so executed shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.
Notices. (i) All notices, consents, approvals, and requests required or permitted under this Agreement shall be given in writing and shall be effective for all purposes if hand delivered or sent by any of the following methods: (i) overnight delivery by a nationally recognized express transportation company or (ii) certified or registered United States mail, return receipt requested. Addresses for notices are as follows:
If to Sharestates:Sharestates
If to Broker:
The address provided by Broker that is on file with Sharestates.
A notice shall be deemed to have been given: in the case of hand delivery, at the time of delivery; in the case of overnight delivery by a nationally recognized express transportation company, upon the first attempted delivery on a business day; in the case of registered or certified mail, when delivered or the first attempted delivery on a business day.
Any Party to this Agreement may change the address to which notices intended for it are to be directed by means of notice given to the other Party in accordance with these notice provisions.
Cellular Phone Contact Policy. Broker expressly consents to receiving communications — including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from Sharestates and its parent companies, subsidiaries, employees, and agents (together, “Affiliates”) at any number Broker has provided or will provide to Sharestates, about any product or services offered by Sharestates and/or its Affiliates. Calls and messages may incur access fees from your mobile services provider. Broker understands that it need not provide this consent as a condition of obtaining goods or services from Sharestates, and that Broker may revoke this consent at any time.
Construction. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the captions used in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define or limit the scope or content of this Agreement or any provision hereof, (b) the term “include” or “including” shall mean without limitation by reason of enumeration, and (c) each reference to a “Section” of this Agreement shall include all subsections of such Section. Additionally, this Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party prepared the Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
With respect to each Loan Package related to a Business Purpose Loan, in addition to performing the services set forth in the Agreement, Broker’s duties shall include:
Execute an agreement between Broker and the Loan Applicant making clear that:
Execute an agreement between Broker and the Loan Applicant making clear that:
Broker will be submitting the applicant’s sensitive information to lenders in an attempt to secure a mortgage loan.
Broker may be charging the applicant an origination fee in addition to any lender origination fee for Broker’s services. If Broker will be charging any additional fees to the applicant, the agreement must outline the exact amount and purpose of the fees.
Educate the applicant thoroughly on the lenders’ mortgage loan programs, terms and requirements.
Obtain and compile the information from the applicant requested by the Website and use to complete a preliminary loan application (the “Preliminary Application”) for the applicant on the Website.
With the applicant’s consent, submit to Sharestates the applicant’s Preliminary Application through the Website.
Collect and remit to Sharestates the application fee for use by Sharestates to cover the costs of third-party services it may utilize during the loan underwriting and approval process. Sharestates, at its sole discretion, may reimburse Broker any unused balance of the application fee if for whatever reason the Mortgage Loan is not funded by Sharestates.
Provide to the applicant any Broker or lender disclosures.
With the applicant’s consent, obtain and compile the information from the applicant requested by the Website and use to complete a long form loan application (the “Long Form Application” and, together with the Preliminary Application for the same loan, the “Loan Application”) for the applicant on the Website.
Review the completed Long Form Application with the applicant, and submit to Sharestates through the Website, together with all requested supported documentation.
Review for completeness and accuracy all documents the applicant provides to Sharestates.
Clearly communicate to the applicant the proposed terms of the Mortgage Loan.
Coordinate access to the exterior and interior of the property for which the applicant seeks a loan.
Maintain regular contact with the applicant, Sharestates and any other vendors or service providers between the submission of the Loan Application and closing, to apprise them of the status of the application and to gather any additional information as needed by Sharestates and others.
Coordinate with the applicant to fulfill any requests for data, information or documentation made by Sharestates of the applicant.
Only submit to Sharestates Loan Packages that are for Business Purpose Loans, as that term is defined in this Agreement.
Timely take all measures that Sharestates may reasonably request be taken to facilitate the implementation of this Agreement.
As a security precaution, if there is no additional activity in your Sharestates session, the session will end and you will be brought to the home page.
If you are still working in your Sharestates session, choose OK to continue.