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Section 1: Introduction

1. These Terms of Use (“Terms”) constitute a legally binding agreement made between you and Colaba LLC (“Company”, ”Colaba”, “we”, “our”, or “us”) for use of Colaba’s product and services (collectively the “Product”). In these Terms, “you” or “your” shall mean the Product account creator and/or other authorized users for the Product account (including co-applicants).
2. While the Product allows you to provide personal and financial information to companies engaged in the origination of mortgage loans (“Tenants”), Colaba is not a lender nor a broker and does not make lending or credit decisions on behalf of Tenants. Colaba will not provide professional services or legal, tax, or other advice through to the Product.
3. You agree that by creating this Product account, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PRODUCT AND YOU MUST DISCONTINUE USE IMMEDIATELY.
4. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms of Use and by sending you an email stating that the Terms have changed. You must stop using the Product if you do not agree to the modified Terms. Your continued use of the Product shall establish your acceptance of the modification.
5. If you have any questions, comments, or concerns regarding these Terms or the Platform, please contact us at info@gocolaba.com.

Section 2: Requirements For Use And Grant of License

1. Requirements for use By registering a Product account on Colaba, you attest the following is true. IF YOU ALL UNABLE TO ATTEST THAT ALL OF THE BELOW CONDITIONS ARE MET, YOU MUST CEASE USE IMMEDIATELY.
   
   
   
   1. You are 18 years of age or older and are competent to contract.
   2. If you are agreeing to these Terms of Use on behalf of any natural individual or organization, you are authorized to agree to these Terms of Use on their behalf. 
   3. You have not been previously prohibited from using the Product by Colaba.
   4. If you are located in a European Union or European Economic Area member state, you are not subject to the jurisdiction of the General Data Protection Regulation.
   5. Your use of the Product is not prohibited by any applicable law.
2. Grant of License Subject to these Terms of Use, Colaba hereby grants you a limited, revokable, non- sublicensable, non-transferable, royalty-free, nonexclusive license to use the Product.

Section 3: Product Account

1. Account Registration and Confidentiality You may be required to register with the Product with an email, password, and a phone number. (“Account Credentials”). You agree to keep your Account Credentials private (except with a joint applicant) and that you will be responsible for all use of your Account Credentials. You attest that the Account Credentials are your own and that you have the right to use the Account Credentials. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
2. Account Security and Unauthorized Use We may use identify verification techniques to secure your Product account, such as a text message to your mobile phone. If you realize that your Product account has been accessed by unauthorized person(s), you are responsible for notifying us at info@gocolaba.com. Colaba shall not be held liable for any damages, liability or financial expenditures (including attorney’s fees) that you may incur from someone else using your Account Credentials with or without your knowledge and regardless of whether you have or have not advised us of such unauthorized use.
3. Co-Applicant Access If you are applying for a loan with a joint applicant on the Product, you and your joint-applicant may choose to send information for your mortgage loan application to the Tenant using a single Product account or multiple Product accounts. If you and your joint applicant use the same Product account, your joint applicant will have access to all documents and loan information associated with that loan application. Access may continue indefinitely.

Section 4: Intellectual Property Rights

1. Intellectual Property Unless otherwise indicated, the Product is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Product (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Product “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Product and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
2. Limited License Provided that you are eligible to use the Product, you are granted a limited license to access and use the Product and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Product, the Content and the Marks.

Section 5: Data and Your Information

1. Login Data When you enter Account Credentials or third-party login data (usernames, passwords, PINs, etc) (“Login Data”), you represent that you have all the rights to the Login Data and are providing it to Colaba without any financial compensation (including fees) or restrictions. Furthermore, you are authorizing, but not obliging, Colaba to store and use the Login Data for purposes of providing the Product.
2. Personal Information Colaba may also enable you to input sensitive personal financial information either in form format in our application or in uploaded in our portal in electronic format (PDFs, PNGs, JPEGs, etc). (“Borrower Generated Data”). Colaba may also enable you to initiate access to and to retrieve account information and other data and documents from online accounts at third parties, including investing platforms, payroll providers, financial institutions, tax preparation platforms, among others including credit, asset, income and employment data. (“Third Party Generated Borrower Data”). Collectively, Borrower Generated Data and Third Party Generated Borrower Data are referred to as “Personal Information”.
3. Personal Information Ownership When uploading, accessing or authorizing Colaba to access Personal Information, you represent that you have all the rights to the Personal Information and that you are responsible for the accuracy of it. Colaba may use the Login Data to initiate data capture and store the Personal Information on our systems.
4. Display of Third Party Generated Borrower Data Through the course of using the Product, you may notice that Colaba has chosen to display Third Party Generated Borrower Data in the Product. This information is NOT guaranteed to be up to date and more accurate information may be captured by visiting the third-party site directly. Colaba assumes no responsibility for the accuracy, timeliness or the storage (or deletion) of this data.
5. Declaration of Agent By creating a Product account, you are designating Colaba and our agents to act as your agent with a limited power of attorney so Colaba or our agents can use the Login Data with third party sites to retrieve the Personal Information. Please note that Colaba will be YOUR agent and not the agent of the third-party site.
6. Responsibility of Data You agree that you are solely responsible for the accuracy, completeness and authorized use of Login Data and/or Personal Information. In case of any litigation or damages arising from your submission of inaccurate, incomplete, or unauthorized Login Data and/or Personal Information, you agree to indemnify, defend, and hold harmless Colaba for all claims. In case of such litigation, Colaba reserves the right to assume the defensive and control of such disputes.
7. Colaba Content License You grant Colaba a license for all content you upload and/or share on the Product, including Login Data and Personal Information. This license gives Colaba the right to translate, modify, reproduce, and otherwise act with respect to such content to enable us to enhance the Product or to provide ancillary services associated with the Product. Colaba may use the content you submit for analytics purposes in order to improve the Product. This is a license only and does not affect your ownership of the content you provide.

Section 6: Prohibited Conduct

1. You may not access or use the Product for any purpose other than that for which we make the Product available. The Product may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us in writing.
2. As a user of the Product, you agree not to:
   1. Systematically retrieve data or other content from the Product to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
   2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
   3. Circumvent, disable, or otherwise interfere with security-related features of the Product, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Product and/or the Content contained therein.
   4. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Product.
   5. Use any information obtained from the Product in order to harass, abuse, or harm another person.
   6. Make improper use of our support services or submit false reports of abuse or misconduct.
   7. Use the Product in a manner inconsistent with any applicable laws or regulations.
   8. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Product or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Product.
   9. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
   10. Delete the copyright or other proprietary rights notice from any content on the Product.
   11. Attempt to impersonate another user or person or use the username of another user.
   12. Sell or otherwise transfer your profile.
   13. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
   14. Interfere with, disrupt, or create an undue burden on the Product or the networks or services connected to the Product.
   15. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Product to you.
   16. Attempt to bypass any measures of the Product designed to prevent or restrict access to the Product, or any portion of the Product.
   17. Copy or adapt the Product’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
   18. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Product.
   19. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Product, or using or launching any unauthorized script or other software.
   20. Make any unauthorized use of the Product, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
   21. Use the Product as part of any effort to compete with us or otherwise use the Product and/or the Content for any revenue-generating endeavor or commercial enterprise.

Section 7: Disclaimers

1. Warranties We work hard to provide the best Products we can and to specify clear guidelines for everyone who uses them. The Product, however, is provided "/as is,"/ and we make no guarantees that the information on the Product will always be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections. You use the Product at your own risk. To the extent permitted by law, we also DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, RECMMENDATIONS OF PRODUCTS OR SERVICES, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
2. Product Issues We cannot predict when issues might arise with the Product. Accordingly, our liability shall be limited to the fullest extent permitted by applicable law, and under no circumstance will we be liable to you for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Terms, even if we have been advised of the possibility of such damages.
3. Outcomes Colaba makes no representation, warranty, guarantee, or promise that the Product will meet your requirements or achieve any particular results. Decisions made by Tenants and their affiliates about you with information complied through the use of the Product are their own. Colaba shall not be held liable for those decisions.

Section 8: Limitation of Liability

1. Limitation of Liability To the fullest extent allowed by law shall Colaba not be liable to you or to any other person for:
   
   1. Any indirect, special, incidental, or consequential damages of any kind including damages for lost profits, loss of goodwill, work stoppage, accuracy of results or computer failure or malfunction.
   2. Any amount, in the aggregate in excess of the greater of 1) $100.00 or 2) The amounts paid by you to Colaba in connection with the Product in the twelve (12) month period preceding this applicable claim.
2. Third Parties
   1. Colaba may integrate with various third-party software in order to deliver the Product. Colaba has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of, or opinions expressed in, any third-party websites or by any third party that you interact with through the Product. By using the Product, you release and hold us harmless from any and all liability arising from your use of any third-party website or service through the Product, and you acknowledge and agree that the terms and privacy policies of such third parties govern your interactions with and use of such websites and services.
   2. If you have a dispute with any third party, you agree that Colaba, our employees, officers, agents, and successors is under no obligation to become involved. You agree to release the aforementioned actors from claims and/or damages of every kind or nature, known or unknown, arising out of such disputes, including the criminal acts of others. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
3. Exclusions 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 may not apply to you.

Section 9: Indemnification

1. Indemnification Subject to any limitations stated in the Terms, you agree to indemnify and hold harmless Colaba, our officers, managers, members, employees, agents, successors, and representatives, from and against liability for all claims, losses, damages and expenses, including reasonable attorney’s fees made in connection with or arising out of your violation of these Terms and/or your transmission of content to the Product.
2. Assuming Defense We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in that event, you will cooperate with us in asserting any available defenses.

Section 10: Modification and Termination

1. Modification We reserve the right to change, modify, or remove the contents of the Product at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Product. We also reserve the right to modify or discontinue all or part of the Product without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Product.
2. Uptime Guarantee We cannot guarantee the Product will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Product, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Product at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Product during any downtime or discontinuance of the Product. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Product or to supply any corrections, updates, or releases in connection therewith.
3. Termination These Terms remain in full force and effect while you use the Product. Without limiting any other provision of these terms of use, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Product to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these terms of use or of any applicable law or regulation. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PRODUCT OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION FOR ANY REASON. IF WE TERMINATE OR SUSPEND YOUR ACCOUNT FOR ANY REASON, YOU ARE PROHIBITED FROM REGISTERING AND CREATING A NEW ACCOUNT UNDER YOUR NAME, A FAKE OR BORROWED NAME, OR THE NAME OF ANY THIRD PARTY, EVEN IF YOU MAY BE ACTING ON BEHALF OF THE THIRD PARTY. IN ADDITION TO TERMINATING OR SUSPENDING YOUR ACCOUNT, WE RESERVE THE RIGHT TO TAKE APPROPRIATE LEGAL ACTION, INCLUDING WITHOUT LIMITATION PURSUING CIVIL, CRIMINAL, AND INJUNCTIVE REDRESS. If we terminate your right to access the Product, these Terms will terminate and all rights you have to access the Product will immediately terminate; however, certain provisions of these Terms will still apply post-termination, including the “Arbitration Agreement” section.

Section 11: Arbitration Agreement

1. Binding Arbitration
   1. By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Colaba on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Colaba, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Colaba by someone else.
   2. You and Colaba agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Product at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Colaba, and not in a court of law.
   3. YOU ACKNOWLEDGE AND AGREE THAT YOU AND COLABA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Unless both you and Colaba otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Colaba each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
2. Rules and Governing Law.
   1. The arbitration will be administered by the American Arbitration Association ("/AAA"/) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "/AAA Rules"/) then in effect, except as modified by this Arbitration Agreement.
   2. The parties agree that the arbitrator ("/Arbitrator"/), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
   3. Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("/FAA"/), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Delaware.
3. 30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you used to create your Account) written notice of your decision to opt out to info@gocolaba.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your agreement to these Terms; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Colaba also will not be bound by them.
4. Changes To This Section Colaba will provide thirty (30) days’ notice of any changes to this section by email and/or by posting on the Product. Amendments will become effective thirty (30) days after they are posted on the Product or sent to you by email.
5. Survivable and Severable If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

Section 12: Miscellaneous Terms

1. Force Majeure Under no circumstances shall Colaba or our licensors or suppliers be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond our reasonable control, such as a power outage at a data center.
2. Controlling Law These Terms are governed by and construed in accordance with the laws of the State of Delaware., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region.
3. Severability If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Colaba’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Colaba in writing.
4. Statute of Limitations Except for residents of New Jersey, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Product and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
5. Delegation Of Rights These Terms, and any rights or licenses granted herein, may not be assigned or delegated by you. These Terms, and any rights or licenses granted herein, may be assigned or delegated by Colaba without restriction.
6. Successors These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.
7. Modification In Writing These Terms may only be modified in writing and not through an oral statement by an employee or officer of Colaba. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form.