TERMS OF USE

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By accessing the Correspondent Site (“Site”) of Wachovia Mortgage, FSB, (“Wachovia”) and using software and information available upon the Site to qualify Mortgage Loans for sale and other mortgage related products and services offered by Wachovia and its subsidiaries and/or affiliates, the Seller (“Seller”) agrees to the following Terms and Conditions governing the use of the Site. Unless otherwise defined herein, all capitalized terms shall have the same meaning as defined in the separate Master Mortgage Loan Purchase Agreement (“Agreement”) entered into between Wachovia and Seller, if applicable.

1. Seller agrees that if the parties are currently bound to an Agreement, the terms of that Agreement remain in full force and effect. In the event of a conflict between the Terms & Conditions and the provisions of the Agreement, the applicable provisions of the Agreement shall be controlling.
2. Seller is authorized as a Wachovia Seller in good standing to access the secure, password protected portions of the Site.
3. Seller’s use of the Site is solely for the commercial purpose of selling Mortgage Loans to Wachovia and acquiring related services and information. Seller expressly agrees the contents of the Site shall not be made available to any Mortgage Loan applicant or any other third party in either visual or written format and that Seller will abide by Wachovia’s designation on each page of the Site, disclosing such non-use.
4. Seller agrees not to copy or post any of the Site contents on any network computer or broadcast in any media. Seller also agrees that it will make no modifications to the Site.
5. Use of the Site for any other purpose or in any other manner is expressly prohibited by Wachovia and applicable copyright law. Unauthorized access to the Site may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. The Site is protected by trademark and copyright laws, and they may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any Site may be copied or retransmitted unless expressly permitted in writing by Wachovia.
6. Wachovia and its affiliates or suppliers make no representations about the suitability of the software and information contained in or the related graphics published on Wachovia’s Site for any purpose. All such software, information and related graphics are provided "as is" without warranty of any kind.Wachovia and its affiliates or suppliers disclaim all warranties with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. Wachovia and its affiliates or suppliers are not liable for any special, indirect or consequential damages or any damages resulting from loss of use, data or profits, whether in an action of contract, negligence or other tort, arising out of or in connection with the use or performance of software, information or failure to provide services or information available on Site.
7. Wachovia has adopted policies and Procedures intended to prevent unauthorized access to this Site and its contents. Seller is responsible for maintaining and controlling the integrity of all User identification numbers and passwords and the physical security of its work areas. Seller agrees to comply at all times with any security or operating procedures which Wachovia establishes. Seller shall be solely responsible for any instructions, commitments, and other actions or communications taken under Seller's User identification codes and passwords. Seller agrees to promptly report to Wachovia any unauthorized use of or any errors or irregularities in this Site.
8. Seller shall not use Wachovia’s name, trademarks or service marks in any advertising or marketing materials without the prior express written approval of Wachovia.
9. Any software available to download from the Site ("Software") is the copyrighted work of Wachovia and/or its affiliates or suppliers. The terms of the end Seller license agreement, which accompanies the Software (“License Agreement”), governs use of the Software. By installing or downloading the Software, an end Seller agrees to all of the terms and conditions of any applicable License Agreement.
10. Rate Sheets, Underwriting Guidelines, Purchasing Guidelines and other procedural guidelines are intended for informational purposes only and are subject to change at the discretion of Wachovia without advance notice. Wachovia shall be bound only to its firm, written offers to purchase Mortgage Loans from Seller in accordance with the Agreement executed by Wachovia and the Seller, if any.
11. Any Rate Sheets, Underwriting Guidelines, Purchasing Guidelines and other policies (collectively "Information") made available through the Site, or otherwise, are confidential and are for the Seller's exclusive use only and may not be distributed to any third party, including, but not limited to any state or federal regulatory agency, without the express written permission of Wachovia. In the event that such Information is sought through the use of legal process, Seller agrees to immediately notify Wachovia of said request in writing.
12. Wachovia may be providing links to internet sites of third parties only as a convenience. Unless otherwise stated, Wachovia does not own, operate, or otherwise control the content of these linked internet sites. Wachovia assumes no responsibility or liability for the content of any linked internet sites or of other internet sites linked to these linked internet sites. Wachovia assumes no responsibility to unlink from, change, update, or monitor any linked internet sites. A link does not imply endorsement by Wachovia of the linked internet site, its contents, or the operators of the linked internet site.
13. Seller shall notify Wachovia in the event that Seller intends to access the site through multiple locations, branches or loan originators. Seller agrees to provide Wachovia with such information as Wachovia may reasonably request regarding such locations and loan originators and to cause each loan originator to sign, prior to originating any loans, a statement whereby loan originator agrees to comply with and be subject to these Terms & Conditions and any other agreement governing the relationship of Seller and Wachovia including, but not limited to, the Agreement referenced herein. Notwithstanding anything to the contrary contained herein, Seller shall be liable for the acts and omissions of its officers, employees and agents, including, without limitation, loan originators.
14. Seller agrees to defend, indemnify and hold Wachovia and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from the use of the Site or the use, placement or transmission of any information, message, software or other materials through the Site by Seller or Sellers of Seller's user identification numbers and passwords.
15. Wachovia may terminate Seller’s ability to access the Site at any time and for any reason, which termination shall be effective immediately upon the other party's receipt of notice thereof. All representations and warranties made herein and the parties’ rights and obligations hereunder shall remain in full force and effect notwithstanding any such termination.
16. Seller shall comply with Wachovia’s Information Security Standards within thirty (30) days of receipt of same, unless the parties agree otherwise in writing. Unless otherwise agreed to in writing by the parties, Seller shall comply with any change in the Information Security Standards within thirty (30) days of receipt of notice of the change.
    
    Should Wachovia, at any time, believe that security risks to its networks, applications, customer data or Sites exist due to Seller or its agents, Wachovia shall immediately notify Seller of such risks and Seller shall respond to Wachovia in writing within three (3) days with Seller's plan to take reasonable measures to promptly correct, repair or modify the said network or application to effectively eliminate the risk, at no cost to Wachovia. Notwithstanding the above, if an immediate security risk exists, Seller shall promptly eliminate the risk at no cost to Wachovia. Should Seller or its agents, contractors or service providers fail to take timely, reasonable measures to eliminate the identified risk, Wachovia may terminate access to its Sites and systems immediately, under no cost or penalty.
    
    Seller warrants that its systems do not contain any known mechanism (i.e. “back doors”) deliberately designed to allow prescribed security measures or operational controls to be circumvented, disabled or otherwise defeated.
    
    Upon realization of a system compromise, Seller will immediately notify Wachovia SEDI (Special Electronic Data Investigation) at 800-733-6899. 
    
17. The parties each agree to use commercially reasonable efforts to cooperate fully with each other to perform all duties and effectuate the purposes and intents of this Agreement; such cooperation shall include, but shall not be limited to, the correction of errors that may have arisen in connection with the purchase or origination of any Mortgage Loan and provision of any and all information that may be requested regarding any of the Mortgage Loans Underwritten pursuant to and as a result of the Seller’s use of the Site.
18. If any term, clause or provision contained herein shall be deemed invalid or unenforceable for any reason, the remainder of the Terms & Conditions shall remain valid and enforceable. The invalidity or unenforceability of any term, clause or provision in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
19. No waiver of any provision of these Terms & Conditions or of the rights and obligations of the parties shall be effective unless in writing and signed by the party waiving compliance. Any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
20. These Terms & Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Seller may not transfer or assign any of its obligations, rights or interests under these Terms & Conditions without the prior written consent of Wachovia and any attempted or purported assignment without such consent shall be null and void.
21. If any claim, legal action or any arbitration or other proceeding is brought for the enforcement hereunder or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of these Terms & Conditions, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that claim, action or proceeding, in addition to any other relief to which such party may be entitled.
22. Governing Law. This Agreement shall be governed by and construed and enforced under the laws of the State of North Carolina. In the event of any lawsuit or other proceeding relating to this Agreement, each party hereby (a) waives its right to trial by jury, and (b) consents to jurisdiction in the state and federal courts located in the State of North Carolina.
23. The parties agree that except for as specifically provided for herein that these Terms & Conditions contain the entire understanding of the parties as it relates to the use of the Site and that these Terms and Conditions may be modified by Wachovia from time to time and posted on the Site.

All information on this server is protected by a compilation copyright in the United States of America and in other countries. In addition, certain other information is copyrighted by others. Unless otherwise specified, no one has permission to copy or republish, in any form, any information found on the Wachovia system.

Permitted use

Any person is hereby authorized to view the information available from this Web server for informational purposes only. No part of the information on this server can be redistributed, copied, or reproduced without prior written consent of Wachovia, and the copyright owner of the specific information at issue.