30-Day Free Trial

Thank you for your interest in LoanMarq. To receive your 30-Day Free Trial of the LoanMarq software, please fill out the form below. We will not collect any payment information at this time. After your 30-Day Free Trial, LoanMarq is only $49.00 per loan officer, per month. All other users are free of charge. A LoanMarq representative will contact you within 24 hours to notify you that your trial is ready. At that time, you will have the option of scheduling a free training session. We are also always available at 866-341-6444.
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(This is the master admin's email address. If you intend to use LoanMarq as a Loan Officer or Loan Processor, please provide an email address you do not use in either of these two roles.) Phone Number Company Name Company Address Company Website Subdomain Name (Example: "company" would be company.loanmarq.com) Terms of Agreement
Monthly Service Fee: $49.00 per loan officer user type after the 30-Day Free Trial.

The Monthly Service Fee is billed on a 30 day look back where Sthenia Solutions looks back over the past 30 day service period and counts the number of active Loan Officers in your system.  The Client will be billed based on the highest number of active Loan Officers in the system over that 30 day period.  There is no proration of any monthly fees.  Client may at any time add or remove Loan Officers and before the end of the current billing period and the updated number will be charged to Client the next billing period.  A credit card is required to use LoanMarq and Client will be invoiced at the end of every billing cycle showing the number of Loan Officers and the amount charged to Client’s credit card.

Standard Integration Includes integrating LoanMarq software onto Client’s website and updating LoanMarq with Client’s artwork (logos, colors, etc.).  Also includes hosting LoanMarq on behalf of the Client, the storage of the data entered into LoanMarq on our servers, maintaining security of that data, and providing any service needed to keep LoanMarq up, running, and free from errors.  Standard Integration does not include any customization to the product and is leased “as is”.    

Client has the option to purchase custom features added to the LoanMarq integration.  If client wishes to do so, the customizations are quoted at the time of purchase.  Not all customizations are approved and restrictions apply, please contact a LoanMarq sales representative for details.  

Sthenia Solutions may, at any time, with or without notice, make changes to this fee schedule, so long as Sthenia Solutions provides written notice to Client 30 days prior to change.  The Standard Fee Schedule is subject to the LoanMarq Terms of Use.  

GENERAL TERMS AND CONDITIONS

THIS STHENIA SOLUTIONS SERVICES AGREEMENT (the “Agreement”) is entered into by and between STHENIA SOLUTIONS, LLC, a Tennessee Limited Liability Company with its principal place of business at 105 Center Park Drive, Suite 102 Knoxville, TN 37922 (“Sthenia Solutions”) and the CLIENT (“Client”) identified on the Order Form attached to these General Terms and Conditions.

RECITALS:

A. Sthenia Solutions has developed a line of products and services relating to mortgage industry.

B. Client wishes to license or subscribe to the Sthenia Solutions products and services identified on the Order Form attached to these General Terms and Conditions and Sthenia Solutions is willing to provide such products and services on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of these premises and the mutual covenants set forth below, Sthenia Solutions and Client hereby agree as follows:

1. SERVICES

1.1 Services to be Provided.  Subject to the terms and conditions of this Agreement, during the term hereof Sthenia Solutions shall provide to Client the products and services (collectively, the “Products and Services”) selected on the Order Form attached to this Agreement (the “Order Form”).  Sthenia Solutions, its affiliates or subcontractors may perform some or all of Sthenia Solutions’ duties and/or obligations hereunder.

1.2 Contents of Agreement.  The terms and conditions of this Agreement shall consist of these General Terms and Conditions, the Order Form, any exhibits, appendices or schedules attached hereto, and the definitions, terms and conditions set forth on the Sthenia Solutions Web Site at the following URL’s: www.Sthenia.com or www.LoanMarq.com or any successor Sthenia Solutions Web site (the “Sthenia Solutions Web Site”). If this Agreement includes certain specific Products or Services, the terms and conditions posted on the Sthenia Solutions Web Site relating to such Products or Services shall also be incorporated into this Agreement as follows:

1.3 Modifications to Terms and Conditions.  Sthenia Solutions reserves the right from time to time to amend any of the terms and conditions referred to above posted on its Web Site, or any successor Web site, effective upon posting of the revised terms and conditions on such Web site or other notice to Client. Client’s continued use of a Product or Service following any such amendment shall constitute Client’s acceptance of such amendment; provided, however, if an amendment has a material adverse effect on Client’s use of the Product or Service covered by the amended terms and conditions, Client may terminate such Product or Service without penalty during the thirty (30) days following the effectiveness of such change.

1.4 Modifications to or Termination of Services.  Sthenia Solutions reserves the right to modify or  terminate any Product or Service from time to time; however, if a change to a Product or Service has a material adverse effect on the functionality of that Product or Service, Client may terminate such Product or Service without penalty during the thirty (30) days following effectiveness of such change if Sthenia Solutions fails to correct the adverse effect within ten (10) days after Client’s written notice to Sthenia Solutions of such effect.

2. FEES AND PAYMENTS

2.1 Fees. Client shall pay Sthenia Solutions fees and charges for the Products and Services to be provided hereunder (collectively, the “Service Fees”) in accordance with the Sthenia Solutions Standard Fee Schedules attached to this Agreement and referred to on the Order Form, as the same may be revised by Sthenia Solutions from time to time during the term of this Agreement, provided that any changes shall only be effective upon thirty (30) days’ notice. The Service Fees to apply during any  renewal term hereunder shall be as set forth on Sthenia Solutions’ then-current Standard Fee schedules for such Products and Services posted on the Sthenia Solutions Web site and in effect as of the commencement of such renewal periods.

2.2 Payment; Late Fees. All Service Fees shall be due and payable as stated on the Sthenia Solutions Standard Fee Schedule for such Service Fees and shall be overdue if not paid on the due date stated on such Standard Fee Schedule.  All other invoices relating to this Agreement shall be due and payable upon presentment and shall be overdue if not paid within ten (10) days after the date of such invoice. Overdue accounts and any other fees and expenses not paid to Sthenia Solutions in accordance with this Agreement will be charged a late fee at the rate of fifteen percent (15%) per month, or the maximum rate allowed under applicable law if lower, commencing with the date payment was first due.

2.3 Taxes. The Service Fees and all other amounts payable to Sthenia Solutions hereunder are net amounts to be received by Sthenia Solutions, exclusive of all taxes, duties, and assessments, and are not subject to offset or reduction because of any costs, expenses, taxes, duties, withholdings, assessments or liabilities incurred by Client or imposed on Sthenia Solutions in the performance of this Agreement or otherwise due as a result of this Agreement. Client shall be responsible for and shall pay directly, any and all taxes, duties and charges of whatever kind incurred, including without limitation all sales and use taxes, in the performance of this Agreement. This Section 2.3 shall not apply to taxes based solely on Sthenia Solutions’ income.

3. PROPRIETARY RIGHTS

3.1 Ownership and Use of Trademarks. Sthenia Solutions’ trademarks, trade names, service marks, logos, other names and marks, and related product and service names, design marks and slogans (collectively, the “Sthenia Solutions Marks”) are the sole and exclusive property of Sthenia Solutions. Client agrees not to display or use any of the Sthenia Solutions Marks in any manner without Sthenia Solutions’ express prior written consent.

3.2 Ownership of the Sthenia Solutions Products and Services.  (a) The content, organization, graphics, design, compilation, magnetic translation, digital conversion and all other aspects of the Sthenia Solutions Products and Services, and all documentation relating thereto, are the property of Sthenia Solutions and/or its licensors and all right, title and interest in and to such property shall remain with Sthenia Solutions and/or its licensors, both during the term of and after any expiration or termination of this Agreement. Client acknowledges that Sthenia Solutions and/or its licensors have copyright, trade secret and other intellectual property rights in the Sthenia Solutions Products and Services and the documentation relating thereto, and that all such copyright, trade secret and other intellectual property rights remain the exclusive property of Sthenia Solutions and/or its licensors at all times. without the express prior written consent of Sthenia Solutions. (b) CLIENT AGREES THAT IT SHALL NOT, IN WHOLE OR IN PART, AT ANY TIME DURING THE TERM OF OR AFTER ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT: (i) SELL, ASSIGN, SUBLICENSE, LEASE, RENT, TIMESHARE, GRANT A SECURITY INTEREST IN, DISTRIBUTE OR OTHERWISE TRANSFER ANY OF THE STHENIA SOLUTIONS PRODUCTS OR SERVICES, OR ANY DOCUMENTATION RELATING THERETO; (ii) COPY, REPRODUCE, RETRANSMIT, DISSEMINATE, SELL, DISTRIBUTE, PUBLISH, BROADCAST, CIRCULATE, COMMERCIALLY EXPLOIT OR CREATE DERIVATIVE WORKS BASED ON, ANY OF THE STHENIA SOLUTIONS PRODUCTS OR SERVICES OR ANY SUCH DOCUMENTATION; OR (iii) ALLOW ANY PERSON OR ENTITY TO DO ANY OF THE ACTS DESCRIBED IN (i) THROUGH (ii) ABOVE.

3.3  OWNERSHIP AND PROPRIETARY RIGHTS. The Software, its structure, organization and code, and all documentation relating to the Software, are the confidential and proprietary property of Sthenia Solutions and/or its licensors, and all right, title and interest in and to such property and any and all copies of the Software (in whole or in part, and in any form) shall remain with Sthenia Solutions and/or its licensors, both during the term of and after any expiration or termination of this Agreement. Licensee acknowledges that Sthenia Solutions and/or its licensors have patent, copyright, trademark, trade secret and other intellectual property rights in the Software under United States and other foreign patent, copyright, trademark, trade secret and other intellectual property laws and international treaties, and that all such patent, copyright, trademark, trade secret and other intellectual property rights remain the exclusive property of Sthenia Solutions and/or its licensors at all times. Licensee shall not alter or remove any copyright or other proprietary notices on or in the Software or any other materials provided pursuant to this Agreement

4. DISCLAIMER OF STHENIA SOLUTIONS WARRANTIES

4.1 Limited Warranty. Sthenia Solutions represents and warrants to Client that any Services to be provided by Sthenia Solutions hereunder will be performed in a manner consistent with industry standards reasonably applicable to the performance thereof.

4.2 Disclaimer of Warranties. CLIENT EXPRESSLY UNDERSTANDS AND AGREES AS FOLLOWS:

(a) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 4.1 ABOVE, STHENIA SOLUTIONS EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY STHENIA SOLUTIONS PRODUCTS AND SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF STHENIA SOLUTIONS HAS BEEN INFORMED OF SUCH PURPOSE. CLIENT’S USE OF THE STHENIA SOLUTIONS PRODUCTS AND SERVICES IS AT CLIENT’S SOLE RISK. THE STHENIA SOLUTIONS PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NO AGENT OF STHENIA SOLUTIONS IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF STHENIA SOLUTIONS AS EXPRESSLY SET FORTH HEREIN. (b) STHENIA SOLUTIONS MAKES NO WARRANTY THAT (i) THE STHENIA SOLUTIONS PRODUCTS AND SERVICES WILL MEET CLIENT’S REQUIREMENTS, (ii) THE STHENIA SOLUTIONS PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERRORFREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE STHENIA SOLUTIONS PRODUCTS AND SERVICES WILL BE ACCURATE OR RELIABLE, OR (iv) ANY ERRORS IN THE STHENIA SOLUTIONS PRODUCTS AND SERVICES WILL BE CORRECTED. (c) NO ACCOUNTING, FINANCIAL, LEGAL OR TAX ADVICE OR COUNSEL IS GIVEN, OR SHALL BE DEEMED TO HAVE BEEN GIVEN, BY ANY STHENIA SOLUTIONS PRODUCTS AND SERVICES.

5. LIMITATION OF LIABILITY

5.1 Exclusion of Consequential Damages. IN NO EVENT SHALL STHENIA SOLUTIONS OR ITS LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION), OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES INCURRED BY CLIENT OR ANY THIRD PARTY, IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE ANY STHENIA SOLUTIONS PRODUCTS OR SERVICES, OR THE PERFORMANCE OR NON PERFORMANCE OF ANY STHENIA SOLUTIONS PRODUCTS OR
SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF STHENIA SOLUTIONS HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

5.2 Limitation of Liability. IN NO EVENT SHALL STHENIA SOLUTIONS’ AGGREGATE LIABILITY FOR ALL DAMAGES TO CLIENT AND ANY THIRD PARTIES EXCEED THE AMOUNT OF SERVICE FEES PAID HEREUNDER BY CLIENT TO STHENIA SOLUTIONS DURING THE PRECEDING TWELVE (12) MONTHS. In addition,  Sthenia Solutions shall not be liable for any loss resulting from a cause over which Sthenia Solutions does not have direct control, including without limitation failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to Client’s computers; problems with intermediate computer or communications networks or facilities; problems with data transmission facilities or Client’s telephones or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes. Sthenia Solutions is not responsible for any damage to Client’s computers, software, modems, telephones or other property resulting from Client’s use  of the Sthenia Solutions Products or Services.

5.3 Applicability of Limitations. The limitations contained in this Section 5 shall apply to all causes of action in the aggregate, whether based in contract, warranty, tort or any other legal theory (including strict liability).

6. INDEMNIFICATION

Client shall defend, indemnify and hold harmless Sthenia Solutions, its officers, directors, employees, shareholders, agents and representatives, from and against all claims, losses, causes of action, liability, damages, costs and expenses (including without limitation reasonable attorneys’ fees, costs and expenses) relating to, arising from, or in connection with Client’s breach or violation of this Agreement, state or federal banking, lending or securities laws and regulations, or any third party’s rights, including without limitation infringement of any copyright, violation of any proprietary right or invasion of any privacy rights. The obligations set forth in this Article 6 shall survive any expiration or termination of this Agreement.

7.  SECURITY

7.1  PASSWORD AND USER NAME.  Access to some Content and other materials offered by Sthenia Solutions is password controlled and is accessible to registered users only. Client certifies that all information provided in the registration process is accurate and correct. Client is solely responsible for maintaining the confidentiality of your account information, including, without limitation, your user name and password. You are solely responsible for any and all activities that occur under your user name and password. You agree to notify Sthenia Solutions immediately of any unauthorized use of your user name, password or account or any other breach of security. Sthenia Solutions will not be liable for any loss that you may incur as a result of someone else using your user name, password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Sthenia Solutions as a result of the misuse of your user name, password or account.

8. TERM AND TERMINATION

8.1 Term. The initial term of this Agreement shall be one (1) month, commencing on the Effective Date set forth on the Order Form. Thereafter, the term of this Agreement shall automatically renew for successive terms of one (1) month each unless either party shall have given written notice prior to such renewal date of its intention not to renew, in which event the term of this Agreement shall expire upon the expiration of the then current term. In addition to the foregoing, this Agreement may be terminated by either party at any time for convenience.  If Client terminates agreement in mid term, Client is liable for the service fees for the remainder of the current term.

8.2 Effect of Termination. Notwithstanding any expiration or termination of this Agreement, the provisions of Sections 2, 3, 4, 5, 6, 7 and 8 shall continue in full force and effect, as well as any other provisions of this Agreement which by their terms are intended to survive expiration or termination. Neither party will be liable to the other for any termination or expiration of this Agreement in accordance with its terms; provided, however, that Client will remain liable for all applicable Service Fees and other charges accrued hereunder prior to such expiration or termination.

9. GENERAL PROVISIONS

9.1 Independent Contractor. Each of the parties to this Agreement is an independent contractor and shall not be considered or deemed to be an agent, employee, joint venturer, or partner of the other party. Neither party shall have, or shall hold itself out as having, any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon the other party or shall act in a manner which expresses or implies a relationship other than that of independent contractor.

9.2 Entire Agreement. This Agreement, consisting of the components identified in Section 1.2 above, sets forth the entire understanding and supersedes all prior and contemporaneous agreements between the parties relating to the subject matter contained herein and merge all prior and contemporaneous discussions, agreements and understandings, both verbal and written, between them regarding such subject matter. Except as otherwise provided herein, no modifications, additions, or amendments to this Agreement shall be effective unless set forth in a writing referencing this Agreement and signed by a duly authorized representative of the party to be bound thereby. All provisions of this Agreement shall take precedence over any conflicting terms and conditions of any purchase orders, invoices or other instruments which may be issued by either party, unless otherwise agreed by both parties in writing.

9.3 Publicity. Client hereby consents to Sthenia Solutions’ reference to Client by name in any promotional or marketing material and in any Sthenia Solutions customer list, including on Sthenia Solutions’ Web site and including any Client trademark(s) or trade name(s), without the prior disclosure to or approval of Client, but provided that such use is subject to Sthenia Solutions’ compliance with Client’s reasonable guidelines for trademark usage.

9.4 Notices. Every notice or other communication required or contemplated by this Agreement shall be in writing and shall be deemed received and effective (i) on the date of personal delivery, (ii) on the date it is officially recorded as delivered to the intended recipient when sent by postage prepaid, return receipt requested, registered or certified mail (airmail if available), or the equivalent of registered or certified mail under the laws of the country where mailed, or in the absence of such record of delivery, the effective date shall be deemed to be the fifth (5th) business day after it was deposited in the mail, (iii) on the date it is officially recorded as delivered to the intended recipient when sent by internationally recognized overnight courier, such as Federal Express, DHL or UPS, or in the absence of such record of delivery, the effective date shall be deemed to be the third (3) business day after delivery to such courier, or (iv) the date transmitted by facsimile with a confirmation copy sent simultaneously by one of the other methods permitted under this Section 8.4, in each case addressed to the addresses specified in the Introduction to this Agreement. Notice not given in writing shall be effective only if acknowledged in writing by a duly authorized representative of the party to whom it was given.

9.5 Governing Law. The validity, construction and enforceability of this Agreement shall be governed in all respects by the law of Tennessee applicable to agreements negotiated, executed and performed in Tennessee between Tennessee corporations without regard to its conflicts of laws rules, regardless of whether one or more of the parties shall now be or hereafter become a resident of another state or country. The United Nations’ Convention On Contracts For The International Sale Of Goods shall not apply to this Agreement.

9.6. No Waiver of Rights. All waivers hereunder must be made in writing, and failure at any time to require the other party’s performance of any obligation under this Agreement shall not affect the right subsequently to require performance of that obligation. Any waiver of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision or a waiver or modification of the provision.

9.7 Dispute Resolution And Arbitration. Any and all disputes relating to or arising in connection with this Agreement shall be resolved by exclusive, binding arbitration. In such case, both parties agree to the appointment of three (3) arbitrators, with one arbitrator selected by each party, and the third selected by the American Arbitration Association (“AAA”). The arbitration shall be conducted in Knox County, Tennessee in accordance with the commercial arbitration rules, regulations and procedures of the AAA, and the decision of the arbitration panel shall be final and binding on both parties. Judgment on the arbitrators’ award may be entered by any court having jurisdiction. Each party to this Agreement hereby consents to the jurisdiction and venue of the U.S. federal and Tennessee state courts located in Knoxville, Tennessee for such purposes.

9.8 Attorneys’ Fees. If any action or proceeding shall be commenced to enforce or interpret this Agreement or any right arising in connection with this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party, all reasonable attorneys’ fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding and any negotiations to avoid such action or proceeding.

9.9 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law; but if any provision of this Agreement is determined by a court of applicable jurisdiction to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, so that the remainder of that provision and all remaining provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law.

9.10 Assignment. Except as otherwise expressly provided hereunder, neither this Agreement nor any rights or obligations hereunder may be assigned in whole or in part by either party without the prior written consent of the other party, except that the rights and obligations of Sthenia Solutions may be transferred or assigned to another entity in connection with a reorganization, merger, consolidation, acquisition or other restructuring involving all or substantially all of its voting securities and/or assets. Subject to the limitations of the preceding sentence, this Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective successors and assigns.

9.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute only one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute enforceable original documents.

9.12 Headings. The subject headings of the Sections and other subdivisions of this Agreement are included for the purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

9.13 Non-Solicitation. During the term of this Agreement and for a period of one year after any expiration or termination of this Agreement, each party agrees that it will not, and will ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit for employment any persons employed by the other party.
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