Terms of Use

Last Updated: January 1, 2018

Welcome to Vista Data Services, LLC’s (“Vista Data”) website, (www.vistadataservices.com) (the “Vista Data Website”), which provides access to Vista Data’s CRT Snapshot. The information provided on the Vista Data Website is provided as an example of Vista Data’s credit risk transfer (“CRT”) benchmarks and supporting information. Vista Data provides products and services related to U.S. residential mortgage credit pricing. These offerings provide investors and lenders with accurate market-based credit pricing and performance information on a substantial portion of this mortgage sector.

Please read these Terms of Use carefully and in their entirety. These Terms of Use, along with Vista Data’s Privacy Policy and any other written agreement between you and Vista Data, set forth the legally binding terms and conditions that apply to your use of the Vista Data Website and CRT Snapshot, whether you are a visitor or are using the Vista Data Website in connection with a paid subscription, and govern your use thereof. By accessing the Vista Data Website or CRT Snapshot, you agree to be legally bound by these Terms of Use.

These Terms of Use as well as the information and materials contained in the Vista Data Website and CRT Snapshot are subject to change at any time and from time to time, without notice. Your continued access to the Vista Data Website and CRT Snapshot following any modification in these Terms of Use will constitute your acceptance of the Terms of Use as modified. If you do not agree to be bound by these Terms of Use, do not use the Vista Data Website or CRT Snapshot.

Services and Products

The information, reports and materials published, distributed or otherwise made available on the Vista Data Website and CRT Snapshot, including without limitation all text, data, graphics, logos, images, video clips, directories, databases, listings and software (collectively, “Vista Data Content”), are provided solely to describe and provide an example of Vista Data’s credit risk transfer (“CRT”) benchmarks and supporting information, which are available under a paid subscription. However, Vista Data may add and remove features and information to and from the Vista Data Website and CRT Snapshot at any time and from time to time in Vista Data’s sole discretion.

Vista Data may not be able to provide the products and services displayed on the Vista Data Website and CRT Snapshot to residents of certain countries or certain categories of investors. Please consult the applicable terms and conditions for individual products and services, such as sales restrictions or key specific notes, for further information.

No Offer

All Vista Data Content is published for your information purposes only and is subject to change at any time without notice. It is provided with no regard to your specific investment objectives, financial situation or particular needs and shall not be construed as a solicitation, offer or recommendation to buy or sell any securities, investment or other financial instruments, to effect any transactions or to conclude any legal act of any kind whatsoever. Unless specifically stated otherwise, all price information included in Vista Data Content is indicative only.

Vista Data does not provide investment, legal or tax advice through the Vista Data Website or CRT Snapshot, and nothing herein should be construed as being financial, legal, tax or other advice. When making a decision about your investments, you should seek the advice of a professional financial advisor or qualified expert.

No Warranty

Your use of the Vista Data Website, CRT Snapshot and Vista Data Content is at your own risk. The Vista Data Website and CRT Snapshot, together with all Vista Data Content, is provided “as is” and “as available”, without any representations or warranties of any kind. Any Vista Data Content accessed, downloaded or otherwise obtained through the use of the Vista Data Website and CRT Snapshot is provided at your own risk. Vista Data and its affiliates expressly disclaim all representations and warranties of any kind, whether express or implied, with respect to the Vista Data Website, CRT Snapshot and the Vista Data Content, including but not limited to warranties of title, non-infringement, merchantability, accuracy and fitness for a particular purpose. Without limiting the foregoing, Vista Data does not warrant the accuracy, completeness, timeliness, completeness, security, reliability or availability of the Vista Data Website, CRT Snapshot or the Vista Data Content, that the Vista Data Website and CRT Snapshot will be available at all times or virus-free or error-free, or that they provide a complete statement of the securities, markets or developments referred to therein. Vista Data Content should not be regarded by you as a substitute for the exercise of your own judgment. Any opinions provided by the Vista Data Website or CRT Snapshot are subject to change without notice and may differ or be contrary to opinions expressed by other business areas, groups or affiliates of Vista Data as a result of using different assumptions and criteria. Vista Data is not under any obligation to update or keep current the information contained herein nor to remove any outdated information from the Vista Data Website or CRT Snapshot or to expressly mark it as being outdated.

Vista Data does not represent that any securities or services discussed in Vista Data Content are suitable for any investor. No investment or other decisions should be made based on Vista Data Content.

Limitation of Liability

To the fullest extent permitted by law, in no event shall Vista Data, its affiliates or any of Vista Data’s or its affiliates’ directors, employees, contractors, service providers or agents have any liability whatsoever to you or any person for (a) any indirect, incidental, special, exemplary, consequential or punitive loss, liability, cost, claim, expense or damage of any kind, whether in contract or in tort, including negligence, or otherwise, arising out of or related to the use of or inability to use all or part of the Vista Data Website, CRT Snapshot, Vista Data Content or any links to third party websites, (b) any damage to your computer systems, defect, failure of performance, error or loss of data that results from access to the Vista Data Website or the download of Vista Data Content, or (c) any amount in excess of one hundred U.S. dollars ($100). The foregoing limitations apply regardless of whether Vista Data or its affiliates have been apprised of the likelihood of such damages occurring.

You are solely responsible for acquiring and maintaining such electronic devices and equipment that can handle and will allow you to access and use the Vista Data Website and CRT Snapshot and for taking adequate and appropriate data security measures in accordance with good industry practice to protect yourself against fraud or cyber-attacks on a continuous basis (e.g. by using the most recent browser versions, and installing recommended security patches and up-to-date anti-virus programs and firewalls). Vista Data specifically disclaims all liability for any tampering with any user’s computer system by unauthorized parties, or for losses or liabilities suffered by any user arising from viruses or attacks by hackers.

The provisions of this “Limitation of Liability” section allocate the risks under these Terms of Use between you and Vista Data, and you acknowledge that Vista Data has relied on these limitations in determining whether to offer these Terms of Use. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these jurisdictions, Vista Data’s liability will be limited to the greatest extent permitted by law.

Links

The Vista Data Website and CRT Snapshot may contain third party content or links to third party websites. These content and links are provided solely for your convenience and information. Vista Data has no control over, does not assume any responsibility for and does not make any warranties or representations as to, any third-party content or websites, including but not limited to, their accuracy, subject matter, quality or timeliness. Vista Data shall have no liability for third party content or websites or websites linking to or framing the Vista Data Website or CRT Snapshot.

Intellectual Property Rights

Vista Data, or the applicable third-party owner, retains all right, title and interest (including copyrights, trademarks, patents, as well as any other intellectual property or other right) in all Vista Data Content. Individual pages and/or sections of the Vista Data Website and CRT Snapshot may be printed for your personal or internal use only, and provided that such print-outs retain all applicable copyright or other proprietary notices. You shall not, without limitation, modify, copy, transmit, distribute, display, perform, reproduce, publish, license, frame, create derivative works from, transfer or otherwise use in any other way, whether in whole or in part, any Vista Data Content for commercial or public purposes without the prior written permission of Vista Data. Systematic retrieval or “scraping” of content from the Vista Data Website or CRT Snapshot to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic programs or devices or manual processes) or creating links to the Vista Data Website and CRT Snapshot without the prior written permission from Vista Data is strictly prohibited.

The housing symbol, “Vista” and “Vista CRT Indices” are among the registered and unregistered trademarks of Vista Data. Other marks may be trademarks of their respective owners. Except as noted above, you may not use any trademarks of Vista Data for any purpose without the prior written permission of Vista Data.

Indemnification

You agree to indemnify and hold Vista Data, Vista Data’s affiliates and Vista Data’s and Vista Data’s affiliates’ employees and agents harmless and free from any costs, attorneys’ fees, claim or demand made by any third party due to or arising out of: (a) your use of the Vista Data Website, CRT Snapshot or Vista Data Content; (b) your violation of these Terms of Use; or (c) your violation of applicable laws or regulations (each, a “Claim”). Vista Data reserves the right, at your expense, to assume the exclusive defense and control of any Claim, and you agree to cooperate with Vista Data’s defense of Claims. You agree not to settle any Claims without Vista Data’s prior written consent. Vista Data will use reasonable efforts to notify you of any Claim upon becoming aware of it.

Electronic Communication (E-Mail)

You acknowledge and agree that Vista Data may provide notices to you electronically, such as by e-mail, text messages and mobile push notices, or by any other means selected by Vista Data in its reasonable discretion. You can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Privacy Statement

Vista Data has established a Privacy Policy, as modified from time to time, which explains, among other things, how your Personal Information is collected by Vista Data and how Vista Data uses it. The Privacy Policy is part of these Terms of Use and is incorporated herein by reference.

Severability Clause

To the extent that any provision of these Terms of Use is found by any competent court or authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed to be severed from these Terms of Use but such finding shall not affect the validity, lawfulness or enforceability of the remainder of these Terms of Use in that jurisdiction, nor shall it affect the validity, lawfulness or enforceability of these Terms of Use in any other jurisdiction.

Contact Vista Data

Vista Data appreciates hearing from you and welcomes your comments regarding the Vista Data Website and CRT Snapshot (collectively, “Feedback”). You can submit Feedback to Vista Data or contact us for any other reason by emailing us as follows:

Email: VistaCRT@vistacap.com

If you provide any Feedback, you hereby grant to Vista Data and its affiliates a worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable license to use and incorporate any Feedback into Vista Data’s products and services.

Dispute Resolution

For any dispute you have with Vista Data under these Terms of Use, you agree to first contact Vista Data in accordance with the “Contact Vista Data” section above and attempt to resolve the dispute informally. If Vista Data has not been able to resolve the dispute with you informally after thirty (30) days, either party may elect to resolve the dispute by binding arbitration conducted under the JAMS Streamlined Arbitration Rules and Procedures that are in effect at the time the arbitration is initiated (referred to as the “JAMS Rules”). Unless the parties agree otherwise, the arbitration will be conducted in New York, New York. Each party will be responsible for paying any filing, administrative and arbitrator fees in accordance with the JAMS Rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief for matters related to data security, intellectual property or unauthorized access to the Vista Data Website, CRT Snapshot or Vista Data Content. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL; YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY.

General Terms

These Terms of Use, together with Vista Data’s Privacy Policy and any other written agreement between you and Vista Data, are the complete and exclusive statement of the terms and conditions governing your use of the Vista Data Website, CRT Snapshot and Vista Data Content, and they supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms of Use. In the event of a conflict between these Terms of Use and the terms of Vista Data’s Privacy Policy, the terms of Vista Data’s Privacy Policy prevail over the terms of these Terms of Use. No agency, partnership, joint venture or employment is created as a result of these Terms of Use, and you do not have any authority of any kind to bind Vista Data in any respect whatsoever. Vista Data’s failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. You may not assign these Terms of Use without Vista Data’s prior written consent. Vista Data may assign or transfer these Terms of Use, in whole or in part, without restriction. If you are a living person, you agree that any account you have with Vista Data is non-transferable and your rights to the content within your account terminate upon your death. These Terms of Use and the relationship between you and us shall be governed by the laws of the State of New York without regard to its conflict of law provisions.

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