Master SaaS Agreement

This Master SaaS Agreement (the “Agreement”) is between California Mortgage Solutions, Inc., a California corporation operating under the trade name Verispect (“Verispect”, “we”, or “us”), and the business entity that registers a Broker Console workspace (“Customer” or “you”). It governs your access to and use of the Verispect Broker Console software-as-a-service platform (the “Service”).

The Service is offered exclusively to mortgage brokers, mortgage loan originators, and mortgage broker entities that hold an active license issued under the federal Nationwide Mortgage Licensing System (“NMLS”) and the corresponding state authorities. By accepting this Agreement you represent and warrant that (a) you hold a current, active NMLS license to originate residential mortgage loans, (b) all corporate and identity information you provide (including legal business name, corporate address, EIN, and NMLS ID) is accurate, and (c) you are authorized to bind your business entity to this Agreement.

Subject to your continued compliance with this Agreement, Verispect grants you a non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the term. You may not (a) sublicense, resell, or commercially exploit the Service; (b) reverse-engineer or attempt to derive the source code; (c) circumvent any technical limitation, rate limit, or security control; or (d) use the Service to violate any law, regulation, or third-party right.

You are solely responsible for (a) the accuracy and lawfulness of any data you submit to the Service, including borrower information; (b) obtaining all required consents from your borrowers before submitting their non-public personal information (“NPI”) to the Service; (c) the confidentiality of your account credentials and the actions of your authorized users; (d) compliance with all federal and state mortgage lending laws applicable to your business, including TILA, RESPA, ECOA, the SAFE Act, and state-specific predatory lending statutes; and (e) maintaining a current, active NMLS license in every state in which you originate loans through the Service.

Before being granted production access, you will be required to (a) provide your legal business name, corporate address, EIN, and federal NMLS ID; (b) execute this Agreement and the Data Processing Agreement (the “DPA”); and (c) pass a license-status review. Verispect performs ongoing, automated re-checks of NMLS license status. If your license becomes inactive, expired, suspended, revoked, or otherwise non-active for any reason, your workspace will be automatically frozen and access to all Service features (including third-party integrations such as Plaid) will be suspended until license status is restored.

The Service relies on third-party providers including Plaid, Inc., Resend, AWS, OpenAI, Anthropic, and others (collectively, “Third-Party Services”). Use of features that integrate with Third-Party Services is subject to the applicable third-party terms, including any flow-down terms passed through under the DPA. Verispect makes no warranty regarding Third-Party Services and is not responsible for their availability, accuracy, or actions.

Subscription fees, metered pass-through charges, and any applicable usage-based fees are described on the pricing page or in the order form executed at signup. Fees are due in advance for the subscription period and on a usage-billed basis for metered features. Verispect may suspend Service for non-payment after thirty (30) days’ notice.

You retain all right, title, and interest in your customer data and any data you submit to the Service. You grant Verispect a limited license to process this data solely as necessary to provide the Service and as further described in the DPA. Verispect will not sell, rent, or disclose your data except as required by law or as expressly permitted in the DPA.

Each party agrees to (a) protect the other’s Confidential Information using at least the same standard of care it uses to protect its own Confidential Information of similar importance, and not less than reasonable care; and (b) not use Confidential Information except as necessary to perform under this Agreement.

Verispect warrants that the Service will substantially conform to the published documentation. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” AND VERISPECT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA. EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO VERISPECT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

You will defend and indemnify Verispect against any third-party claim arising from (a) your violation of this Agreement, (b) your violation of any law or regulation, (c) the data you submit to the Service, or (d) your origination, processing, or closing of any loan. Verispect will defend you against any third-party claim that the Service, as provided by Verispect, infringes a U.S. intellectual-property right of a third party.

This Agreement begins when you accept it and continues until terminated. Either party may terminate for material breach if the breach is not cured within thirty (30) days of written notice. Verispect may suspend or terminate immediately upon a freeze event under Section 5, a violation of Section 4, or a credible compliance or security incident.

This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in San Luis Obispo County, California.

This Agreement, together with the DPA, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements. Verispect may update this Agreement from time to time; updates will be communicated by posting the new version with a new version identifier and effective date. Your continued use of the Service after the effective date constitutes acceptance of the updated Agreement.