This Home Equity Protection Plan Broker Agreement (this "Agreement") is made and entered into between you and IRESE, Inc. ("IRESE").
As used herein, "Product" means a Home Equity Protection Plan for which Broker seeks underwriting at IRESE marketplace.
1. Registration as an IRESE Broker.
You are registering as a Broker in the IRESE exchange, so that you may be eligible to post or to broker Home Equity Protection Plan applications on the IRESE website.
You agree to comply with the terms and provisions of this Agreement, the Terms of Use of the IRESE website,
and the policies posted on the IRESE website (the "IRESE Policies"),
as may be amended from time to time by IRESE in its sole discretion (collectively, the "IRESE Terms and Conditions").
2. Application Process.
Broker is responsible for accurately preparing Home Equity Protection Plan application, and supplying any other information required by IRESE.
Broker’s obligations toward the applicant include, but are not limited to:
- (a) discussing available Home Equity Protection Plan products, requirements for those products, and how costs and payments may differ under each product;
- (b) gathering all information and documentation necessary to complete the application underwriting,
including all information required by the Consumer Protection Act;
- (c) collecting and analyzing financial information and assisting applicant in determining what Home Equity Protection Plan products the applicant can afford;
- (d) keeping the applicant informed throughout the process; and
- (e) delivering to applicant, within 3 business days of receipt of a Home Equity Protection Plan application,
a good faith estimate and any other state or federally required disclosures.
3. Broker Compensation.
To the extent Broker is entitled to compensation, such compensation cannot exceed 10% of the premiums collected by IRESE at origination and cannot exceed 5% of the renewal premiums collected by IRESE.
All compensation must be disclosed to the applicant in the Broker’s good faith estimate and any other state or federally mandated forms in accordance with applicable law.
If an applicant validly rescinds a Home Equity Protection Plan, Broker will refund to IRESE all fees collected by or paid to Broker.
Broker may receive compensation if
- (a) the fees are disclosed in a written agreement between the applicant and Broker,
unless such a writing is not required by applicable law;
- (b) the agreement discloses IRESE is not receiving any of the fee;
- (c) the fee complies with all state and federal laws; and
- (d) the fee is commensurate with services actually provided by Broker.
- (e) the Broker account is active and in good standing at IRESE.
4. Fidelity Bond.
Broker agrees to maintain, throughout the term of this Agreement, a blanket fidelity bond and/or errors and omissions policy,
in an amount and form acceptable to IRESE. Such policies must provide coverage for the acts or omissions of Broker, and name IRESE as an additional insured.
5. IRESE marketplace.
If Broker is approved to use IRESE's marketplace, Broker agrees to abide by the terms and conditions set forth in User Agreement prior to accessing IRESE.
IRESE will provide Broker a maximum of one user name and password to access IRESE, and Broker agrees to provide,
monitor and terminate in use by authorized employees of Broker consistent with the terms and conditions for the use of IRESE.
Broker will comply with all applicable laws governing the use and redisclosure of information contained in, submitted or transmitted to IRESE,
and further agrees that all information at IRESE is at all times the confidential, proprietary information owned by IRESE.
Broker acknowledges a high bandwidth connection is required to gain the full benefits of IRESE,
and requests the individual identified in the online registration process be given a user name and password as the administrator, who Broker represents and warrants is an employee of Broker’s main office.
6. Home Equity Protection Plan Guidelines.
IRESE will make available to Broker, from time to time, descriptions and guidelines for the various Home Equity Protection Plan products offered by IRESE.
Such descriptions and guidelines shall not be binding upon IRESE.
7. Underwriting & Closing
IRESE will post a completed Home Equity Protection Plan application once applications is submitted, but has no obligation to approve or close any Home Equity Protection Plan.
IRESE retains sole and absolute discretion to reject any Home Equity Protection Plan offers for any reason, except any reason prohibited by law, and to set the terms and conditions of any approval.
Broker cannot represent to any person that IRESE has approved or will approve any Home Equity Protection Plan before such approval is given to Broker by IRESE in writing.
IRESE will close approved Home Equity Protection Plan under the terms and conditions of its approval, but will otherwise have no liability or obligation to Broker for a Home Equity Protection Plan that is not closed or for any delays in processing and closing the Home Equity Protection Plan.
8. REPRESENTATIONS AND WARRANTIES OF BROKER
Broker represents and warrants to IRESE, with respect to itself (including each office or branch operated by Broker) and any third party originating Home Equity Protection Plan under Broker’s license,
that, at all times during the term of this Agreement:
Authority.
Broker is duly organized, validly existing, and in good standing under the laws of the state of its organization, and has the necessary authority to execute, deliver and perform this Agreement.
Written Agreement.
Broker will have a written broker agreement with each Home Equity Protection Plan application to the extent required by, and in a form compliant with, applicable law.
Disclosures.
For each Home Equity Protection Plan application, Broker will timely provide the applicant with Broker disclosures that comply with applicable law,
including but not limited to an initial good faith estimate.
Licensing.
Broker is properly licensed or is exempt from licensing and is qualified to transact business in all jurisdictions where it originates a Home Equity Protection Plan.
Accuracy.
Each document provided to IRESE by Broker, and all information contained therein, is complete and accurate at the time of submission to IRESE,
and all signatures and initials therein are authorized and genuine.
Compliance With Laws.
Broker has complied, and will comply, with all laws applicable to it in originating and brokering Home Equity Protection Plan at IRESE.
If Broker believes, at any time, that a violation of law has occurred or may occur with respect to any Home Equity Protection Plan, Broker will notify IRESE of that belief as soon as practicable.
Notice of Action.
Broker is not subject to, and has not in the past been subject to, any administrative order, cease and desist decree, or any regulatory action , and no material complaint has been filed against Broker alleging unfair and deceptive practices and/or violations of consumer protection laws,
except as disclosed in writing to IRESE. Broker further represents, warrants and agrees that it will provide IRESE with
notice of any such action within 3-days of learning of such action.
Disclosure.
Broker will make timely, full, accurate, and truthful disclosures to IRESE of all facts, information, and documentation of which Broker may know,
suspect, or have notice that could affect or have affected the validity, collateral value, security or enforceability of any Home Equity Protection Plan.
9. REFUND AND INDEMNIFICATION
Event of Default. Each of the following, alone or in combination, constitutes an Event of Default:
- IRESE determines Broker has breached any of the representations, warranties or agreements contained in this Agreement with respect to any Home Equity Protection Plan
- IRESE determines that fraud or misrepresentation has occurred in connection with the origination of a Home Equity Protection Plan, other than fraud or misrepresentation on the part of IRESE or its agents
9.1 Refund.
Upon written demand from IRESE following the occurrence of an Event of Default, Broker agrees the subject Home Equity Protection Plan will be canceled immediately.
The refund will be equal to the market value of the Home Equity Protection Plan minus and unreimbursed expenses made by IRESE.
Upon cancelation, IRESE will take all steps reasonably required to cancel an entire Home Equity Protection Plan.
Alternatively, IRESE may, in its sole discretion, request Broker return all fees paid to Broker as part of the origination of the Home Equity Protection Plan that is the subject of the request, which fees Broker will return to
IRESE within fifteen (15) days of such request.
If IRESE exercises its right to return of the Broker fees paid, Broker will have no further liability to IRESE for that Home Equity Protection Plan.
9.2 Indemnification.
Broker agrees to indemnify, defend and hold harmless IRESE from and against any and all claims, demands,
liabilities, causes of action, and expenses whatsoever including reasonable attorneys’
fees, relating to, arising out of or in connection with Broker’s acts or omissions in violation of this Agreement.
9.3 Remedies.
IRESE is not required to demand purchase or indemnification within any specified period of time, and the delay or passage of
time prior to such demand does not constitute a waiver by IRESE any such right.
Nothing in this Agreement is intended to or does limit IRESE’s right to any remedy, legal or equitable, which remedies are in addition to and not
in lieu of any other remedy. In addition to all other available remedies,
IRESE reserves the right to report conduct it reasonably believes to be a violation of law to appropriate agencies, including MARI,
state and federal regulatory and licensing bodies, and law enforcement.
The parties agree that IRESE shall have no liability for making such report if it does so in good faith.
MISCELLANEOUS
10. Term and Termination.
Either party may terminate this Agreement at any time, for any reason, effective immediately upon written notice to the other.
In the event of termination,
- (a) Broker’s representations and warranties, and Brokers obligations of purchase , indemnification , and confidentiality shall survive such termination, and
- (b) provided that Broker is not then in violation of this Agreement, IRESE shall fund any Home Equity Protection Plan for which IRESE has issued a written approval, subject to the terms and conditions of such approval.
11. Relationship.
The relationship between the parties is non-exclusive. Nothing in this Agreement constitutes a partnership or joint venture between the parties,
and the parties acknowledge they are operating as independent contractors at all times.
Neither party shall hold itself out to be the agent or employee of the other.
Broker has no authority to contract for or on behalf of IRESE for any goods or services or impose any liability of any kind or nature upon IRESE.
Any use by Broker of IRESE’s brand, lending programs, underwriting guidelines or collateral material for any purpose other than originating
Home Equity Protection Plan with and through IRESE is prohibited without IRESE’s prior written consent.
12. Confidentiality.
Broker agrees to use reasonable efforts to protect the confidential, proprietary or trade secret information of IRESE,
but in no event less than Broker uses to protect its own similar information.
13. Entire Agreement.
This Agreement comprises the entire understanding of the parties, and supersedes all prior and contemporaneous agreements
, understandings and discussions between the parties, relating to the subject matter of this Agreement.
No change or modification of this Agreement is effective unless set forth in writing and signed by an authorized officer of each party hereto,
except that IRESE may, upon thirty (30) days prior notice to Broker, change, update or amend the terms of this Agreement
which Broker will be bound by upon the effective date of such notice without the need for acknowledgement or signature by Broker.
14. Waiver.
The failure of a party to insist on compliance with any of the terms of this Agreement does not constitute a waiver of that term,
nor shall any waiver or relinquishment of any right in one instance be deemed a waiver or
relinquishment of that right at any other time.
15. Assignment.
Broker may not assign or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise,
without the prior written consent of IRESE.
16. Counterparts.
This Agreement may be executed in one or more original or facsimile counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same instrument.
17. Notice.
All notices required or permitted by this Agreement must be in writing and given by delivery in person, by overnight courier, facsimile or by registered or certified mail (postage prepaid, return receipt requested)
to the other party at the address as follows (or at such address or facsimile number as the party to receive notice may designate) and shall be deemed to have been given when delivered in person or by courier service,
upon receipt of a facsimile or three (3) business days after deposit in the address below.
To Broker: At the "Main Office Address" identified in the online registration process.
18. Governing Law.
This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware,
without regard to its conflict of law provisions.
19. Severability.
If any portion of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will remain in full force and effect according to its remaining terms.
The invalidity or unenforceability of such portion will not invalidate or render unenforceable that portion in any other jurisdiction.