iRepoTM LIMITED USER LICENSE AGREEMENT
1) IMPORTANT – READ CAREFULLY: This iRepoTM License Agreement (hereinafter “Agreement”) is a legal contract between you (either an individual or a single business entity, hereinafter referred to as “Licensee”) and MBSi Corp., a Nevada corporation with a principal place of business in Phoenix, Arizona (hereinafter “MBSi”), for use of the iRepo TM software (the “Software”) in object code only. The term “Software”also includes any supplied corrections, bug fixes, enhancements, updates or other modifications created and supplied by MBSi and any user manuals or other documentation supplied by MBSi in conjunction with the Software.
2) BY CLICKING THE “ACCEPT”BUTTON BELOW, OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE. IF YOU HAVE PREVIOUSLY “ACCEPTED” AN iREPO LIMITED USER LICENSE AGREEMENT, AND “ACCEPT” THIS VERSION 2.0, YOU WILL BE BOUND BY THIS AGREEMENT FROM THE DATE OF ACCEPTANCE FORWARD. IN THE EVENT THIS VERSION CONFLICTS WITH ANY PROVISIONS OF ANY PREVIOUS VERSIONS, THE PROVISIONS OF THIS VERSION 2.0 SHALL CONTOL.
3) LICENSE TERMS
a) Grant of License.Provided that Licensee is in material compliance with the terms and conditions of this Agreement, MBSi hereby grants to Licensee, pursuant to the terms and conditions of this Agreement, a nonexclusive, nontransferable license (hereinafter “License”) to use the Software.
4) IREPO WIND DOWN TERM.As of 2/2/2020, MBSi has begun the process of “winding down” iRepo and will discontinuing the iRepo software by 12/21/2021. All current iRepo Licensees who wish to continue their relationship with MBSi will be migrated in 2021 to MBSi’s new software, known as RecoveryConnect. The migration of iRepo Licensees to RecoveryConnect may take several months, and Licensees will be migrated according to MBSi migration schedule. Those iRepo licensees who wish to accelerate their migration to RecoveryConnect may do so by contacting their MBSi representative and requesting an expedited migration. The iRepo Wind Down Term will begin on March 1, 2021 and continue until your company migrates to RecoveryConnect, or MBSi discontinues access to iRepo, (whichever is first). Upon migration to RecoveryConnect, you will be required to execute and agree to a new RecoveryConnect license agreement. Upon execution of the RecoveryConnect license agreement, this Agreement will automatically terminate.
5) RESTRICTIONS ON USE.Licensee agrees to use the Software only for Licensee’s own business. Without purchasing additional licenses, Licensee shall not (i) permit any parent, subsidiaries, affiliated entities or third parties to use the Software, (ii) process or permit to be processed the data of any other party, or (iii) use the Software in the operation of a service bureau.
6) MODIFICATIONS; Reverse Engineering. Licensee agrees that only MBSi shall have the right to alter, maintain, enhance or otherwise modify the Software. Licensee shall not disassemble, decompile or reverse engineer the Software. Licensee shall not permit or assist any third party to disassemble, decompile or reverse engineer the Software.
7) MATERIAL TERMS AND CONDITIONS. Licensee specifically agrees that each of the terms and conditions of this Section 1 are material and that failure of Licensee to comply with these terms and conditions shall constitute sufficient cause for MBSi to terminate this Agreement. The presence of this Subsection 1.d shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either Party.
8) RESERVATION OF RIGHTS. MBSi hereby reserves any and all rights not expressly and explicitly granted in this Agreement, including, but not limited to, MBSi’s right to license the Software to any third party.
9) INTELLECTUAL PROPERTY RIGHTS
a) Title. Licensee agrees that MBSi owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to the Software, whether made by MBSi or any third party. No title to the Software is transferred hereby and Licensee’s rights hereunder are strictly limited as set forth herein.
b) Transfers. Under no circumstances shall Licensee sell, license, publish, display, distribute, or otherwise transfer to a third party the Software or any copy thereof, in whole or in part, without MBSi’s prior written consent.
10) WARRANTY; DISCLAIMER OF WARRANTIES
a) Warranty. MBSi warrants to Licensee that the Software will at all times substantially comply with MBSi’s then current specifications for the Software.
b) Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE, DOCUMENTATION AND OTHER FILES ARE PROVIDED “AS IS.”MBSI AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to Licensee. This warranty gives Licensee specific legal rights, and Licensee may also have other legal rights, which vary from jurisdiction to jurisdiction.
c) OCR Functionality. In some instances the Software provides optical character recognition (OCR) software for conversion of facsimile transmissions to electronic database format for submission to and use in conjunction with the Software. Licensee acknowledges that MBSi does not warrant or guarantee that the capabilities of the OCR software are adequate or appropriate for use by Licensee and Licensee hereby acknowledges and agrees that MBSI shall not be responsible for any errors or omissions due the improper functioning or non-functioning of the OCR software.
11) LIMITATION OF LIABILITY
a) IN NO EVENT WILL MBSI BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, ARISING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE OR FROM ANY BREACH OF WARRANTY, EVEN IF MBSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MBSI’S TOTAL LIABILITY TO LICENSEE EXCEED THE AMOUNT LICENSEE PAID IN LICENSE FEES FOR THE RIGHT TO USE A SINGLE COPY OF THE SOFTWARE.
a) Licensee is solely responsible to ensure that all use of the information provided by the Software and all acts of Licensee are legal and lawful. Licensee shall indemnify and hold MBSI, and any officers, directors, employees and agents harmless from any and all improper or wrongful repossession and any other wrongful acts committed by Licensee and/or any Licensee employees or agents, whether or not any such wrongful repossession and other wrongful acts are reasonably related to the use of the Software.
13) FEES; PAYMENT. The following fees shall be incurred by you for your use of the Software.
a) Software Fees and Credits. Licensee shall submit a valid credit card number and related information for automated billing purposes. Licensee shall be charged in accordance with this Section for all Fees. Beginning on April 1, 2021, MBSi will no longer charge Customer for “credits” to be applied to future invoices. Transaction Fees incurred after April 1, will be billed to Customer in the month following the incursion of the fees by Customer.
b) Software License Fees. Customer shall continue to pay the same Software licensing fees (“IRepo License Fee”) if any, that Customer is or was, paying immediately prior to the execution of this Agreement. The IRepo Licensing Fee will remain in effect until Customer Migrates to RecoveryConnect or May 1, 2021, whichever is earlier.
c) Other MBSi Integration & Service Fees. If you have executed a work statement, or other such document with MBSi related to any of the following integrations or services, you will continue to be billed at the rate agreed to by you, as long as you continue to use the following integrations and services: RDN, ClearPlan-iRepo, DRN, Fax Service, Prios, QuickBooks, Plate to VIN service, MBSiQ, & Plate Purchases.
d) Credit Balances.Current users of iRepo must pre-purchase “credits” and maintain a positive balance in their account per 6.1.a above, to be able to access the Software. Effective April 1, 2021, users will no longer be required to purchase credits and instead will be charged on the first day of the month for the proceeding months activity. Upon migration to RecoveryConnect, your iRepo balance will be “frozen” and any amounts that you have remaining in your account will be applied to future RecoveryConnect invoices or refunded to you by MBSi.
14) TRANSACTION FEES AFTER APRIL 1, 2021 (“WIND DOWN PERIOD”):
COLLATERAL RECOVERY ASSIGNMENT FEES (“ASSIGNMENT FEES”). Customer will not be charged for each repossession assignment received by Customer through the Software,
COLLATERAL RECOVERY REPORTED THROUGH SOFTWARE (“RECOVERY FEES”). Customer will be charged $6.00 (Six Dollar and no/100) for each repossession processed by Customer through the Software, wherein the original repossession assignment that resulted in the recovery was originally sent to Customer’s client through the Software
RISC PRO MEMBER Discount.If Customer is a RISC Pro member with a complete profile, Customer will be entitled to a $1.00 discount for each recovery, making the effective Recovery Fee $5.00. If you are unsure whether you are a RISC Pro Member, wish to become a RISC Pro Member, or are unsure if your RISC Profile is complete, please contact RISC at riscus.com. Customer must be a RISC Pro member with a fully completed profile on or before the last day of the month to receive the Discount on that month’s recoveries. Prior to Customer’s balance being reduced, or account charged, MBSi will contact RISC to determine Customer’s eligibility for the RISC Pro Discount.
SOFTWARE LICENSE FEES DURING WIND DOWN PERIOD. Customer shall continue to pay the same Software licensing fees (“IRepo License Fee”) if any, that Customer is or was, paying immediately prior to the execution of this Agreement. The IRepo Licensing Fee will remain in effect until Customer Migrates or May 1st, 2021.
RECOVERY FEE ONLY – OPT OUT OPTION. If you prefer to continue to pay the transaction fees outlined below, you may do so by contacting your MBSi representative and requesting an “Recovery Fee ONLY – Opt Out Form”. Please note that you must request and return the completed Recovery Fee ONLY – Opt Out Form by not later than March 26, 2021.
i. COLLATERAL RECOVERY ASSIGNMENT FEES (“ASSIGNMENT FEES”). Customer will be charged $2.00 (Two Dollars and no/100) for each repossession assignment received by Customer through the Software, regardless of whether the assignment is formally “accepted” by the Customer. All repossession assignments sent to Customer by Customer’s clients shall be deemed to be “auto received and accepted” by Customer for purposes of incurring Assignment Accept Fees.
ii. COLLATERAL RECOVERY REPORTED THROUGH SOFTWARE (“RECOVERY FEES”). Customer will be charged $1.00 (One Dollar and no/100) for each repossession processed by Customer through the Software, wherein the original repossession assignment that resulted in the recovery was originally sent to Customer’s client through the Software.
15) GENERAL PROVISIONS
a) MODIFICATIONS. MBSi may alter or revise the terms, including the Fees outlined in herein6, of this Agreement without notice by posting a revised license agreement at MBSi’s website. If Licensee does not agree with any changes, Licensee’s sole remedy shall be to discontinue Licensee’s use of the Software.
b) LAW/VENUE/JURISDICTION. This Agreement shall be governed by and construed under the laws of the State of Arizona, without regard to choice of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Venue and jurisdiction shall be proper only in the state of Arizona and each party hereby consents to such exclusive and personal jurisdiction and venue.
c) TERMINATION. Without prejudice to any other rights, MBSi may terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement. In such event, Licensee must discontinue use of the Software. Failure to pay any License Fee when due and payable may result in termination of this License. In the event of non-payment of any License Fee within fifteen (15) days of the due date, MBSi may, in MBSi’s sole discretion, discontinue Licensee’s access to and disable Licensee’s use of the Software without notice and without recourse by Licensee.
d) COMPLETE AGREEMENT. The parties agree that this Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to the subject matter.
16) SEVERABILITY. It is the intention of the Parties that the provisions of this Agreement shall be enforceable to the fullest extent permissible under applicable law, but that the unenforceability (or modification to conform to such law) of any provision or provisions hereof shall not render unenforceable, or impair, the remainder thereof. If any provision or provisions hereof shall be deemed invalid or unenforceable, either in whole or in part, this Agreement shall be deemed amended to delete or modify as necessary the offending provision or provisions and to alter the bounds thereof in order to render it valid and enforceable.
17) CONSTRUCTION. This Agreement shall be construed as a whole in accordance with its fair meaning. The Parties acknowledge this Agreement is clear and unambiguous. The headings herein are for reference only and shall not affect the construction of this Agreement.
18) USER DATA MIGRATION. Should User migrate to RecoveryConnect before or during the Wind Down Period, User’s data stored within the Software will migrated and transferred to User’s new RecoveryConnect account.
19) LPR DATA TRANSFER ADDENDUM
a) Request for LPR Data Transfer. Upon LICENSEE’s written request, LICENSOR shall make process and transfer certain LPR data collected by LICENSEE to Digital Recognition Network (“DRN”). LICENSEE shall be solely responsible for all equipment, including cameras, hardware, software, etc. required to collect and/or transmit the LPR data to LICENSOR
b) Limitations on LPR Data Transmission. LICENSEE hereby acknowledges and agrees that the transmission of the LPR data from LICENSEE to LICENSOR and from LICENSOR to DRN is dependent upon a number of factors outside of LICENSOR’s control, including third party utilities and/or service providers. Accordingly, LICENSOR makes no warranty regarding the successful and/or timely transmission of the LPR data.
c) Termination of Data Transfer.Should LICENSEE commit a material breach of this Agreement, including failure to pay any amounts due and owing to LICENSOR hereunder, LICENSOR may elect to immediately terminate the transmission of all LPR data.
d) Data Limitations.The LPR data to be transmitted by LICENSOR shall be limited to the data collected by LICENSEE and only to the following data items:
i) Re-ProsAssignmentIdentity (integer)
iii) Asset Plate State
vi) AssetYear, AssetMake, AssetModel, AssetColor,
e) Representations and Indemnification for LPR Data Transmission. LICENSEE hereby represents and warrants that LICENSEE is authorized to collect and provide the LPR data to LICENSOR and the provision of the LPR data by LICENSOR to DRN does not and shall not violate any applicable local, state, or federal law, rule, statute or other regulatory guidance and LICENSEE hereby agrees to indemnify and hold harmless LICENSOR from any third party claim brought against LICENSOR that is reasonably related to the receipt and/or transmission of the LPR data by LICENSOR.
20) OTHER TERMS AND CONDITIONS. Except as expressly set forth herein, all other terms and conditions of the Agreement remain in full force and effect and the Parties agree to continue to abide by the same.