A. Terms; Pricing. The term "Client" means a RoboDocs client using the RoboDocs website and/or their Client Website to obtain loan document preparation services from RoboDocs. The term "RoboDocs" means RoboDocs, a California corporation. Subject to any price guaranty period contained in any written contract with Client, RoboDocs may change its loan document package pricing or other pricing at any time; provided, however, that RoboDocs shall give Client at least thirty days prior notice of any increases in its basic loan package pricing (which notice may be by email or posting on Client's Website [as defined in paragraph G below]).

B. Payment of Custom Setup Charges. Setup charges, if any, are due and payable at the time setup is ordered and such payment shall be a condition precedent to commencement of setup.

C. Payment of Document Preparation Charges. RoboDocs generates a bill at the time the documents are prepared. Unless otherwise agreed in writing by RoboDocs, new clients will be required to pay in advance by credit card (Visa, MasterCard or Discover) or cashier's check at the time a document order is placed.  Such advance payment requirement shall typically be suspended after four document orders have been submitted and paid for by a new client, but may be reinstated if any subsequent invoice remains unpaid for more than thirty days.  All document preparation bills are due and payable upon receipt and delinquent if not paid within thirty days. Our fees are not contingent upon the loan closing and we require payment within thirty days regardless of whether the loan has closed. Client agrees to pay a late charge of ten percent of the invoice amount for any document preparation invoice that remains unpaid for more than forty-five days. RoboDocs may deny access to Client's Website and refuse further document orders if any of Client's invoices remain unpaid for more than forty-five days.

D. Additional Setup. If any additional document templates or other setup items are requested by Client in the future, then RoboDocs shall charge its standard setup charges then in effect, or such other charges as RoboDocs may quote for non-standard setup items. All bills for additional setup items requested by Client shall be due and payable upon receipt and delinquent if not paid within thirty days.

E. Software License. During the term of Client's contract, RoboDocs hereby grants to the Permitted Users (as defined in G below) a nonexclusive license to use the software developed and owned by RoboDocs and used to provide Client's Website. The form of Client's Website shall be in the same form as the RoboDocs Sample Website as initially previewed to Client (customized for Client's loan programs), and as such Client Website may be further customized, enhanced and developed by RoboDocs during the term of Client's contract. Such license is for the nonexclusive use of the software as provided on Client's Website only and does not include any rights to source code or to download or install the software on any other computer or in any other location. Client acknowledges that the concept, implementation, html code, script code, databases, data tables, templates and related software pertaining to Client's Website and the provision of RoboDocs services are the exclusive property of RoboDocs and Client agrees that it shall not (whether during or after the term of Client's contract) appropriate, duplicate, emulate, alter or reuse any of said property except as expressly permitted by these terms and conditions. The software license granted to Client shall terminate upon the termination of Client's contract.

F. Prohibition Against Unauthorized Use of Documents. RoboDocs is a service company and does not sell its documents or document templates for re-use by lenders or their attorneys. RoboDocs retains sole ownership of all automated document templates and does not release the actual encoded templates to its clients or otherwise (even if the template was prepared based on Client-supplied language or based on a Fannie Mae, Freddie Mac or other form). Aside from our entitlement to a fair fee for our intellectual property, our templates are complex, and it would be legally perilous to "cut and paste" from any individual loan document in order to use the document on a transaction other than that for which it was specifically prepared. To protect ourselves against unauthorized use, Client agrees that neither Client nor any attorney, lender, agent or affiliate of Client shall, either during or after the term of Client's contract, use any documents prepared by RoboDocs as a basis for preparing other documents or loan document packages. Nevertheless, if Client or any attorney, lender, agent or affiliate of Client ever uses any document(s) prepared by RoboDocs as a basis to prepare other documents or loan document packages without our authorization and in violation of such prohibition, then (without limiting any other remedies of RoboDocs) Client agrees to pay upon demand an unauthorized use fee of for each document or loan document package that uses any RoboDocs document in violation of such prohibition. The unauthorized use fee for each document or loan document package shall be the greater of: (a) $1,250; or (b) two times the fee that RoboDocs would have charged for the document or loan document package in question if the document or loan document package had been ordered on a Super-Rush priority basis.

G. Maintenance of Client's Website. RoboDocs shall maintain Client's password protected website ("Client's Website") on its web server during the term of Client's contract. RoboDocs shall promptly implement any password changes as may be requested by Client's designated contact person. Client's Website is for use in connection with Client's lending transactions, and Client shall disseminate the password(s) to Client's Website only to such employees, agents, lenders and attorneys who have a need to access Client's Website in connection with Client's lending transactions ("Permitted Users").

H. Client's Approval of Templates; Proof Documents. At the conclusion of the setup process, for each document template included in the setup order, RoboDocs may prepare one or more "proof documents" for Client's review and approval. If requested by Client, the proof documents may be specially prepared proofs, but otherwise the first document transmitted to Client for each document type (or the first new variation of a previously prepared document type) shall be considered to be the proof document for that document type or new variation thereof. In either case, all proof documents shall be deemed approved by Client unless or until Client notifies RoboDocs in writing (by email or fax) of any comments or corrections, in which case RoboDocs and Client shall agree upon the exact changes to the template setup and RoboDocs may generate a new proof document for Client's review and approval (if no specially prepared proof documents are so generated then the first document transmitted to Client after such agreed upon changes shall be considered the proof document.  As before, the new proof documents shall be deemed approved by Client unless or until Client notifies RoboDocs in writing (by email or fax) of any comments or corrections, in which case the above process shall be repeated. Client's failure to notify RoboDocs of any comments or corrections to proof documents shall conclusively be deemed to constitute Client's approval of the proof documents and the underlying document templates.

I. Standard Priority Service. RoboDocs works on a daily cycle with Cutoff Times which are selected by the Client. Clients may elect one of three daily cycles with Cutoff Times as follows: Cycle A - 11:00 p.m. Pacific Time; Cycle B - 1:00 p.m. Pacific Time; or Cycle C - 2:00 p.m. Pacific Time. Orders received after the Cutoff time (or on Non-Business Days) will be processed with the following day's orders, and will be treated as having been received the following Business Day. For orders received before the Cutoff Time, RoboDocs will use commercially reasonable efforts to complete standard priority orders by the Cutoff Time the next Business Day. Business Days include most days that both national banks and the New York Stock Exchange are open for business. Business Days also excludes days (which days shall be posted in advance on the RoboDocs website) in which RoboDocs is closed for employee training, continuing education, hardware upgrades, software upgrades and/or company retreats. Next Business Day service can only be provided in cases where RoboDocs has previously set up all of the document templates required for the loan document package and there are no special instructions requiring custom drafting. Allow at least three (3) Business Days to set up new document templates. For both Standard Priority and Super Rush Priority orders, RoboDocs cannot be responsible for possible delays resulting from hardware failures, network difficulties, natural disasters, unscheduled employee absences and other causes beyond the reasonable control of RoboDocs. Although RoboDocs meets or exceeds its turnaround goals for Standard Priority Orders on the vast majority of loan document orders, these turnaround goals are not an absolute guaranty. Accordingly, RoboDocs will not be responsible for delays that may occasionally occur on both Standard Priority and Super Rush orders, nor shall the fees due RoboDocs be adjusted in such instances. If timing is especially critical on a particular standard priority order, please contact RoboDocs by telephone to inform us of this fact and obtain a time estimate for completion of the documents.

J. Super Rush Priority Service. Client may request Super-Rush Priority Service if Client desires faster turnaround than our Standard Priority Service, and RoboDocs will often be able to accommodate such requests. If Client anticipates needing Super-Rush Priority Service, Client should notify RoboDocs as far as possible in advance. The likelihood of RoboDocs being able to comply with Super-Rush Priority Service requests increases when RoboDocs receives advance notice of desired Super-Rush orders. In cases where RoboDocs has previously set up all of the document templates required for the loan document package and there are no special instructions requiring custom drafting, Super Rush Priority orders can typically be completed and transmitted to Client within four RoboDocs Business Hours.  "RoboDocs Business Hours" are 7:00 a.m. to 4:00 p.m. Pacific Time on Business Days.  Although RoboDocs meets its turnaround goals for Super Rush Priority orders on the vast majority of loan document orders, these turnaround goals are not an absolute guaranty.

K. Data Entry; Preparation of Documents. Client shall be solely responsible for the entry of data into Client's Website and for proofing such data. RoboDocs shall prepare documents accurately using Client's data and the templates approved by Client. RoboDocs will attempt in good faith to recognize, to alert Client of, and/or to correct, any blatant or obvious data entry errors, but disclaims any legal responsibility or liability for failing to do so. All loan terms, including without limitation loan amounts, payment amounts, interest rates, dates, legal descriptions, and loan documentation options, will be used in the documents exactly as entered by Client. RoboDocs agrees to use reasonable care in preparing loan documents for Client based on data supplied by Client on Client's Website. Client acknowledges and agrees that RoboDocs may delete Client's data records that are more than 180 days old and may further delete Client's data records upon the termination of Client's contract.

L. RoboDocs Standard and ExpressDocs Templates. RoboDocs represents that it has exercised reasonable care and diligence in the preparation of the RoboDocs Standard and ExpressDocs templates. Without limiting the foregoing, RoboDocs has exercised reasonable care and diligence to incorporate appropriate state-by-state variations into the core loan documents (promissory notes, and security instruments [mortgages and deeds of trust]) so that the security instruments are legally sufficient to create a lien securing the indebtedness evidenced by the note, in connection with a typical mortgage loan secured by commercial, multifamily or other income property, assuming accurate data entry and proper recordation of the security instrument. While RoboDocs does not guaranty that every provision of every document will be enforceable, in exercising its reasonable care and diligence, RoboDocs has, among other things, consulted with legal counsel and reviewed various legal treatises, documents, opinions, statutes and other relevant materials. RoboDocs represents and agrees that it will continue to exercise reasonable care and diligence to maintain the RoboDocs Standard and ExpressDocs templates during the term hereof and to incorporate such changes as RoboDocs deems appropriate from time to time in order to improve such RoboDocs Standard and ExpressDocs templates and to respond to any changes in applicable state or federal law. RoboDocs shall promptly incorporate any updates or changes to the RoboDocs Standard and ExpressDocs templates into Client's loan document packages as such updates or changes are made during the term of Client's contract. RoboDocs will notify Client in the event of any substantial changes to the RoboDocs Standard or ExpressDocs templates used by Client that would materially affect any key business terms of the loan documents.

M. Fannie Mae Multifamily Documents. RoboDocs represents that each Fannie Mae multifamily loan document prepared by RoboDocs shall contain the exact language from the applicable Fannie Mae form, and shall be accurately prepared based on the loan data entered by Client. RoboDocs shall update its templates to reflect any changes to the Fannie Mae multifamily loan document forms so that the documents prepared by RoboDocs are in conformity with the latest Fannie Mae language for each applicable Fannie Mae form.

N. Freddie Mac Multifamily Documents. RoboDocs represents that each Freddie Mac multifamily loan document prepared by RoboDocs shall contain the exact language from the applicable Freddie Mac form, and shall be accurately prepared based on the loan data entered by Client. RoboDocs shall update its templates to reflect any changes to the Freddie Mac multifamily loan document forms so that the documents prepared by RoboDocs are in conformity with the latest Freddie Mac language for each applicable Freddie Mac form.

O. Custom (Client-Supplied) Documents. RoboDocs represents that each loan document prepared by RoboDocs using custom templates based on Client-supplied forms shall contain the exact language from the appropriate Client-supplied form, and shall be accurately prepared based on the loan data entered by Client. Client shall be responsible for supplying RoboDocs any desired updates to any custom templates.

P. Disclaimers; Limitations on Liability. To the fullest extent allowed by law RoboDocs disclaims any warranties or liabilities other than those expressly set forth in these terms and conditions. Accordingly, Client agrees that RoboDocs shall have no liability in connection with the provision of its services and software except as expressly set forth in Client's contract. RoboDocs is not a law firm and does not practice law or render legal advice or services. Client represents and agrees that it will obtain a lender's policy of title insurance insuring its lien in each and every loan transaction and that the title insurer shall have primary liability in the event of any matter covered by such title insurance policy. Without limiting the foregoing, RoboDocs shall have no concern, liability or responsibility with respect to Client's or any lender's compliance or non-compliance generally or in any transaction with: (i) any usury laws or similar laws regulating the amount of interest or other charges that may be lawfully collected; (ii) any legal or regulatory restrictions, registrations or qualification requirements applicable to Client's lending business, or to any lender or investor in any transaction; (iii) any truth-in-lending or other consumer protection laws applicable to consumer transactions; or (iv) any state "unauthorized practice of law" statutes or other statutes requiring that local legal counsel be retained in connection with the final preparation of loan documents. Client represents that all loan document preparation orders to be submitted shall be for commercial, business or corporate purposes and not for personal or consumer loans. In no event shall RoboDocs have any liability for any cost, damages, losses or liability for any errors or omissions on the part of RoboDocs unless and until Client has exhausted all remedies against the borrower, any guarantors, the title insurer and/or any other parties that may be liable for such matters, and until Client thereafter obtains a final, non-appealable judgment against RoboDocs for any remaining deficiency directly found by the court to have been caused solely due to an error or omission of RoboDocs. RoboDocs shall have no liability in connection with missing or inaccurate data entry by Client or in connection with changes made to documents after preparation by RoboDocs. All RoboDocs loan document packages contain documents and/or provisions requiring the borrower to correct any clerical and other errors in the documents.  RoboDocs shall have no liability for any clerical or other errors in loan documents unless and until Client has exhausted all possible efforts to obtain a correction of any such errors pursuant to the terms of such documents and/or provisions requiring the borrower to correct any clerical and other errors.  Such efforts shall include without limitation, declaring a default and instituting the default rate of interest if the borrower fails to execute correction document(s) within the time required by the loan documents.   All of RoboDocs services and software are provided pursuant to these standard terms and conditions, as such standard terms and conditions may be revised from time to time. The current version of these RoboDocs standard terms and conditions shall at all times be available on Client's Website.  In no event shall RoboDocs be liable to Client or any person for any incidental, indirect, special or consequential damages, including without limitation, loss of profits, loss of data, or any and all other similar damages or loss, even if RoboDocs has been advised of the possibility of such damages.  In no event shall RoboDocs' total liability to Client or any other person exceed the total amount of fees paid by Client to RoboDocs for the documents or services from which such liability arises.

Q. Term of Contract. The term of Client's contract shall be for an initial term as specified in any separate written contract between RoboDocs and Client. If RoboDocs and Client have not entered into a written contract, then the term of Client's contract shall be for one year commencing on the date of Client's first document order. The term "Client's contract" as used herein shall mean these terms and conditions, as modified from time to time, each of which Client shall be deemed to have agreed to, accepted and reaffirmed whenever placing a document order, together with the terms of any separate written contract between RoboDocs and Client. Client's contract may be terminated by either party in the event of a material default by the other party (including without limitation any failure of Client to pay any sum due hereunder), which failure continues for a period of thirty days after written notice to the defaulting party and failure of the defaulting party to cure such default within such thirty day period. After the expiration of the initial term, Client's contract shall automatically be renewed for successive one year periods unless and until such time as either party gives the other party thirty days prior written notice of termination. In the event of any conflict between the terms of any written contract between RoboDocs and Client, the terms of the written contract shall control.  If Client and RoboDocs have entered into a separate written contract then any changes to these terms and conditions shall be effective and applicable to Client on the first to occur of thirty days after written notice to Client of such changes or upon the next following renewal date of Client's contract.

R. Governing Law; Jurisdiction and Venue. Client's contract shall be governed by the laws of the State of California. Client consents to the jurisdiction and venue of the state and/or federal courts located in Orange County, California for any dispute relating to Client's contract or the services provided to Client by RoboDocs.

S. Dispute Resolution.  The following procedures shall be adhered to in any disagreement ("Dispute") that arise under Client's contract, prior to the escalation of a Dispute to arbitration. In the event of a Dispute, either party shall notify the other party in writing of the nature of the Dispute with as much detail as possible.  Client and a designated RoboDocs representative shall confer, in person or by telephone, within ten (10) business days of the date of notification for the purpose of negotiating a resolution of the Dispute and, if applicable, determining the corrective action to be taken by the respective parties.  If the parties are unable to resolve the Dispute or to agree upon the appropriate corrective action to be taken within twenty (20) business days of such meeting, or if any of the completion dates in the corrective action plan are later exceeded, then either party may initiate arbitration proceedings.

T. Arbitration. Unless the parties mutually agree otherwise, any controversy or claim arising out of or relating to Client's contract, or the breach thereof, or the services provided to Client by RoboDocs, shall be resolved by arbitration in accordance with American Arbitration Association's, then prevailing Commercial Arbitration Rules with Expedited Procedures, as modified by Client's contract.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The arbitration and venue for any legal action regarding Client's contract or the services provided to Client by RoboDocs shall be in Orange County, California, or at such other place as may be selected by mutual agreement.  The provisions of this arbitration clause shall survive the termination or expiration of this Agreement.

U. Attorney's Fees. In the event of any claim, controversy or action relating to Client's contract or the provision of services hereunder, the prevailing party shall be entitle to its reasonable attorney's fees and costs in an amount to be determined by the court.

V. Miscellaneous. These terms and conditions, together with any written contract between Client and RoboDocs, represents the whole and only agreement with respect to the subject matters herein and supersede all prior agreements, oral and written. No amendment to Client's contract shall be valid or effective unless embodied in an written instrument signed by the party to be charged.

W. WAIVER OF JURY TRIAL. CLIENT AND ROBODOCS EACH (A) COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS CONTRACT OR THE RELATIONSHIP BETWEEN THE PARTIES THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL