Terms of Service

Welcome to Maxwell! Please read this services agreement (“Agreement”) carefully before using any of the services provided by Maxwell Financial Labs, Inc. (“Maxwell,” “we,” “us,” “our”). YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “ACCEPTTERMS” BUTTON, REGISTERING FOR A MAXWELL ACCOUNT, USING THE APPLICATION ON YOUR COMPUTER OR MOBILE DEVICE, OR ACCESSING OR USING THE MAXWELL SERVICE, OR BY DOWNLOADING, SUBMITTING OR POSTING ANY FILES FROM, OR ON, OR THROUGH THE MAXWELL SERVICE, YOUARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE MAXWELL SERVICE OR SITE CONTENT.

Maxwell provides its services (described below) to its users (“you, “your”) through its website located at http://www.himaxwell.com (the “Site”) and through any mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Services”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). This agreement sets the Terms of Service for Lenders (defined below), for Borrowers (defined below), and for Realtors (defined below).

Modification

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify users, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Services from time to time, including, without limitation, the Privacy Policy located at http://himaxwell.com/privacy/ and any additional terms accessible through the links provided below. All such terms are hereby incorporated by reference into these Terms of Service.

Subscribing to the Service

Loan officers of various mortgage lenders (“Lenders”) subscribe for the Services by clicking “I Agree” during their first sign-in or by executing a definitive services agreement (“Sign Up”). Subject to the terms and conditions of this Agreement, Maxwell grants to Lenders who are Users a non-exclusive, non-transferable license during the Term, to permit you to access the Services through Maxwell’s currently available interfaces.

Homebuyers or other potential borrowers (collectively “Borrowers”) join the service by clicking on a link from an invitation from their Lender or Realtor and creating a password (“Sign Up”). Real estate agents (“Realtors”) join the service through an online sign-up process or by executive a definitive services agreement (“Sign Up”).

Access and Use of the Services

Services Description: The Services are offered as a platform (“Platform”) to users of the Services, which may include Borrowers, Lenders, and Realtors (collectively, “Users”). The Platform is designed to facilitate the document assembly, communication and collaboration between Users through the mortgage process. Lenders initiate the document assembly by requesting such documents from Borrowers who upload digital copies of personal documents (“Documentation”) to Maxwell’s cloud storage vault (the “Vault”). Lenders may access the Documentation in order to review Borrowers and to offer loan products to the Borrower. Pursuant to the Lender’s own requirements and requests, the Borrower may upload additional documentation to the Vault as requested by the Lender in order to complete the document assembly process. A Lender may also authorize the Services to provide certain information relating to the status of the loan process to the Borrower’s Realtor or to other parties on behalf of the Borrower, in order to facilitate document assembly.

The Services are a Platform; We are not a Broker or Otherwise a Party to any Loan Transaction: The Services are an administrative platform only. Maxwell does not offer or provide loans directly. You acknowledge and agree that Maxwell is not a party to any transactions or agreements entered into between Borrowers and Lenders. If you enter into a loan transaction using the Services, you are contracting directly with the counterparty. The agreements governing the terms and conditions of any loan transaction consummated between a Borrower and a Lender are separate from the Services. Maxwell is not a broker, agent or insurer, and has no control over the conduct of, or any pricing or other information provided by a Borrower or a Lender, and Maxwell hereby disclaims all liability in this regard.

Maxwell does not (a) guarantee or ensure any loan amount, transaction fees, offer or availability between a Borrower and a Lender, (b) collect or process payment or transfer of title or security liens on behalf of Borrowers or Lenders, or otherwise act as an agent for any party to a loan or real estate transaction. We do not personally endorse any Lender, Borrower, or Realtor, and we make no guarantee, explicit or implied, that any information provided through the Services by a user is accurate. We do not and cannot verify the information that Borrowers supply, nor do we guarantee the loan products offered by Lenders. We assume no responsibility to verify whether the information provided by Lenders complies with applicable laws; such responsibility rests with the Lenders. Maxwell does not control how any Lenders use the Borrower’s information and has no responsibility for the copy of the Documentation once a Borrower submits it to their Vault. The Lender and the Borrower acknowledges that Maxwell is merely acting as a passive conduit for such collaboration and takes no responsibility for any Documentation. Any dealings that you, as a Borrower, may have with a Lender through the Service is governed by the terms of the agreement that you enter into with that Lender. We expressly disclaim any liability or responsibility for the success of any transaction you have with that Lender. It is the Lender’s responsibility, not ours, to comply with applicable laws related to mortgage lending. You must make the final determination as to the value and appropriateness of the loan transaction.

Additional Consents: You the Borrower may also authorize Maxwell to obtain documents such as your W-2, pay stubs, and 1099 through major payroll companies. Likewise, you may log-in to relevant financial accounts, such as a bank account, in order to obtain bank statements, transaction history and relevant 1099s via the Platform. In addition, we may request your authorization via a 4056-T to obtain a tax transcript from the IRS. These documents are generally required by mortgage lenders and will help complete the document assembly process.

Your Registration Obligations: Upon your request, Maxwell will issue a User ID to you. Users are required to register with Maxwell in order to access and use the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Services’ registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Services, with or without registering. In addition, if you are under 18 years old, you may use the Services, with or without registering, only with the approval of your parent or guardian.

User ID, Password and Security: You are responsible for maintaining the confidentiality of your password, User ID and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Maxwell of any unauthorized use of your password, User ID or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Services. You are responsible for all activity occurring under your User ID. Maxwell will not be liable for any loss or damage arising from your failure to comply with this Section.

Modifications to Services: Maxwell reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Maxwell will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

General Practices Regarding Use and Storage: You acknowledge that Maxwell may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Maxwell’s servers on your behalf. Note that your Documentation will not be stored on Maxwell’s servers, but they will be stored via servers hosted by Box (or such other cloud storage provider as we may partner with from time to time). You agree that Maxwell has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that Maxwell reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Maxwell reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Mobile Services: The Services includes certain services that are available via a mobile device, including (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services and the Site from a mobile device, (iii) the ability to access certain features through an application downloaded and installed on a mobile device, and (iv) the ability to communicate with the Platform via SMS, MMS or text message (collectively, the “Mobile Services”). To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using Maxwell, you agree that we may communicate with you regarding Maxwell and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Maxwell account information to ensure that your messages are not sent to the person that acquires your old number.

Term & Fees

Term & Termination: The term of this Agreement (“Term”) shall commence upon the date the Sign-Up is complete and will continue on a month to month basis thereafter until terminated. If a Lender has elected to receive a “30 day free trial”, notwithstanding anything else to the contrary herein, the Term of this Agreement will be 30 days. At the end of the “30 day free trial” if a Lender wishes to continue to receive the Services, the Lender must begin paying for the services, and may not receive a further “30 day free trial.” Either Party can terminate this Agreement at the end of the then current term of this Agreement by providing the other party with notice of termination prior to the last day of the then current term of this Agreement.

Subscription Fees: Subscription Fees are recurring monthly fees for Lenders. Subscription Fees are initially the fees indicated during Sign-Up but Maxwell may change the Subscription Fees from time to time by providing Lender with one (1) month’s notice. Subscription Fees are not charged to the Borrower or the Realtor.

Usage Fees: Usage Fees are charged in respect of your use of the Services (for example, fees per transaction for the Lender). Rates for Usage Fees are initially the rates indicated during Sign-Up but Maxwell may change the rates from time to time by providing you with one (1) month’s notice.

Automatic Credit Card Payments: Lenders agree to provide Maxwell with credit card information for a credit card it is authorized to use, and agree that, during the Term, Maxwell may charge the applicable credit card for: (i) Subscription Fees each month in advance; and (ii) for Usage Fees, immediately after the end of the applicable measurement period (normally at the end of each month). Maxwell will issue you a receipt for each payment monthly. Maxwell must be notified in writing of any billing discrepancies within ten (10) days after the date of the applicable receipt to be eligible to receive an adjustment or credit (if any) on customer’s next payment to Maxwell.

Late Payment: You may not withhold or “setoff” any amounts due hereunder. Maxwell reserves the right to suspend Service until all past due amounts are paid in full. Any late payment shall be subject to any costs of collection and shall bear interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate if less, per month or fraction thereof until paid.

Certain Taxes: Fees quoted do not include and the Lender shall pay, indemnify and hold Maxwell harmless from all sales, use, gross receipts, value-added, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transaction contemplated herein, other than taxes based on the net income or profits of Maxwell.

Refunds: In the event of termination of the Service, we may provide you with a refund of any pre-paid, but unused fees related to such Service, effective at the beginning of the next month of your Service. No refund shall be paid for the current month’s services, regardless of the day on which you cancel the Services. We will issue the refund within 60 days of when your cancellation request is processed. You will not be entitled to any refund for our termination of the Services based upon your breach. If you purchased access to the Service at a discounted price, any refund will lose the benefit of that discount. For example, if you paid $1,000.00 for a one-year subscription, and the monthly subscription price was $99.00 at the time of such purchase, we would assume that you were on the month-to-month subscription for the purpose of your refund. Thus, if you cancelled during the sixth (6th) month of the year for which you prepaid, we would grant you a refund of $406.00, or $1,000.00 – (6 * $99.00).

Conditions of Use

User Conduct: You are solely responsible for all documents, images, information, data, text, software, music, sound, photographs, code, video, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or transmit or otherwise use via the Services (including a Borrower’s Documentation). The following are examples of the kind of content and/or use that is illegal or prohibited by Maxwell. Maxwell reserves the right to investigate and take appropriate legal action against anyone who, in Maxwell’s sole discretion, violates this provision, including without limitation, removing the offending content from the Services, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Services to:

  • a) email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Maxwell, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Maxwell or its users to any harm or liability of any type;
  • b) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or
  • c) violate any applicable local, state, national or international law, or any regulations having the force of law;
  • d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • e) solicit personal information from anyone under the age of 18;
  • f) harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  • g) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
  • h) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
  • i) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services.

Special Notice for International Use; Export Controls: Software (defined below) available in connection with the Services and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Services, including as it concerns online conduct and acceptable content.

Commercial Use: Unless otherwise expressly authorized herein or in the Services, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Services, use of the Services, or access to the Services. Borrowers agree that the Services are provided for their personal use and not for any commercial use.

Confidentiality: Without limiting any provision hereof, you agree that you will not (a) disclose the Services or the ideas, techniques and concepts contained therein, any outcome or results or any other information relating to the Services or the products, services, technology or business of Maxwell (collectively, “Confidential Information”), to any third party without the prior written consent of Maxwell, or (b) use any Confidential Information other than as necessary to use the Services.

Right to List as a Customer: Lenders agree that Maxwell may utilize your entity name in listings of current customers. You, the Lender, shall retain all right, title and interest in and to all of your logos, promotional graphics and related marketing designs (collectively, the “User Art”), provided, however, that you hereby grants to Maxwell a worldwide, royalty-free, non-exclusive license to use the User Art, as well as your corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing Maxwell’s products and services to third parties, subject to your right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).

Feedback: To the extent you provide Maxwell with any ideas, suggestions or other feedback regarding the Services (“Feedback”), you hereby agree that Maxwell shall have the full and unencumbered right to use that Feedback (and any and all intellectual property rights therein) for any purpose.

Intellectual Property Rights

Services Content, Software and Trademarks: You acknowledge and agree that the Services may contain content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Maxwell, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Services Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Services. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Maxwell from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of Maxwell, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Maxwell.

The Maxwell name and logos are trademarks and service marks of Maxwell (collectively the “Maxwell Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Maxwell. Nothing in this Terms of Service or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Maxwell Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of Maxwell Trademarks will inure to our exclusive benefit.

Third Party Material: Under no circumstances will Maxwell be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Maxwell does not pre-screen content, but that Maxwell and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, Maxwell and its designees will have the right to remove any content (including Documentation) that violates these Terms of Service or is deemed by Maxwell, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content Transmitted Through the Services: With respect to the content or other materials you upload through the Services or share with other users or recipients, including a Borrower’s Documentation, (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Maxwell and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection in any form, medium or technology now known or later developed to provide the Services.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (“Submissions”), provided by you to Maxwell are non-confidential and Maxwell will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Maxwell may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Maxwell, its users and the public. You understand that the technical processing and transmission of the Services, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Access to and Use of Documentation; Sharing of Information: By submitting or transmitting Documentation to the Services, a Borrower is authorizing Maxwell to share (i) Documentation with the Lender with whom the Borrower is linked. Lenders hereby agree that any Documentation shall only be used for the purposes outlined herein. As a Borrower, you also authorize Maxwell to share your information (including your full name, address, email address, phone number) (your “Contact Information”) with a Lender with whom you are linked in order to permit Lender to contact you directly, and you consent to such Lender’s use of your Contact Information to initiate the loan process. You agree to notify any particular Lender directly if you no longer want to receive communications from them. Please see Maxwell’s Privacy Policy at http://himaxwell.com/privacy/ for more information about the types if information Maxwell may collect from or about you and how Maxwell may use such information.

You, as a Borrower, may also authorize Maxwell to share information about the status of your loan with one or more Realtors or other parties that a Lender may designate on your behalf. You may revoke such authorization at any time or for any reason.

Documentation Uploaded to the Vault: Borrowers have the right at any time to modify their Documentation or delete their Documentation from the Vault. To the extent Maxwell permits a Lender to view your Documentation, such Documentation will be that which is currently uploaded to the Vault. It is your responsibility to modify your Documentation if and when such Documentation is no longer current and/or has inaccurate information. You, as a Borrower, acknowledge and agree that the Lender may retain certain information about you, including copies of your Documentation, even though you have deleted your Documentation from the Vault. Lenders, and not Maxwell, are responsible for keeping and using such information in accordance with applicable law and their respective privacy policies.

The Services and the Vault are not intended as a backup or storage system. You agree to maintain backup copies of all of your Documentation and communications submitted to the Services. Maxwell shall have no responsibility or liability for the deletion of, the failure to store, or the failure to transmit, any Documentation maintained by the Services.

Copyright Complaints: Maxwell respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Maxwell of your infringement claim in accordance with the procedure set forth below.

Maxwell will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Maxwell’s Copyright Agent at askmax@himaxwell.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail or facsimile at: 1624 Market St., Suite 211, Denver, CO 80209 or 413-604-6027.

To be effective, the notification must be in writing and contain the following information:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the Services, with enough detail that we may find it on the Services;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

  • your physical or electronic signature;
  • identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  • your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Colorado and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Maxwell will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Maxwell has adopted a policy of terminating, in appropriate circumstances and at Maxwell’s sole discretion, users who are deemed to be repeat infringers. Maxwell may also at its sole discretion limit access to the Services and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third Party Websites

The Services may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Maxwell has no control over such sites and resources and Maxwell is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Maxwell will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Services are between you and the third party, and you agree that Maxwell is not liable for any loss or claim that you may have against any such third party.

Indemnity and Release

You agree to release, indemnify and hold Maxwell and its affiliates and their officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, any User Content, your connection to the Services, your violation of these Terms of Service or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MAXWELL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

MAXWELL MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE. YOU UNDERSTAND THAT MAXWELL DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OR DOCUMENTS OF USERS OF THE SERVICE. MAXWELL MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MAXWELL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MAXWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL MAXWELL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID MAXWELL IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

Arbitration

At Maxwell’s or your election, all disputes, claims, or controversies arising out of or relating to the Terms of Service or the Services that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in Denver County, Colorado before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in the Terms of Service. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in the Terms of Service and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under the Terms of Service, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.

Notwithstanding the provisions of the introductory section above, if Maxwell changes this ‘Arbitration’ section after the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service), you may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Date of Last Revision” date above or in the date of Maxwell’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and Maxwell in accordance with the provisions of this section as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Termination

You agree that Maxwell, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if Maxwell believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Services, may be referred to appropriate law enforcement authorities. Maxwell may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Maxwell may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, you agree that Maxwell will not be liable to you or any third party for any termination of your access to the Services.

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Services and Maxwell will have no liability or responsibility with respect thereto. Maxwell reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services. A “user” is defined in this provision to include a Borrower, Lender, Realtor, or any other user of Maxwell’s platform.

General

These Terms of Service constitute the entire agreement between you and Maxwell and govern your use of the Services, superseding any prior agreements between you and Maxwell with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of Colorado without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Maxwell agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Denver County, Colorado. The failure of Maxwell to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Maxwell, but Maxwell may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Services may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Services.

Your Privacy

At Maxwell, we respect the privacy of our users. For details please see our Privacy Policy. By using the Services, you consent to our collection and use of personal data as outlined therein.

Questions? Concerns? Suggestions?

Please contact us at askmax@himaxwell.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Services.