Services & Limited Licensing Agreement

PLEASE READ THESE TERMS CAREFULLY.  THEY CONTAIN AN ARBITRATION CLAUSE.  EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND VAMM INC. D/B/A STANDOUT MORTGAGE MARKETING AGREE THAT DISPUTES RELATING TO THIS TERMS OR YOUR USE OF OUR PRODUCTS/SERVICES AND PRODUCT/SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. 

This Service & Licensing Agreement (this “Agreement”) contains the terms under which VAMM INC d/b/a, Standout Mortgage Marketing our Product/Services to you and describes how the Product/Services may be accessed and used.  

You must read, agree, and accept all terms and conditions contained in this Agreement and expressly referenced in this Agreement, including VAMM Inc’s Terms of Use,  Acceptable Use Policy, Anti-Spam Policy, and Privacy Policy all of which can be found at: https://standout-mtg/terms-of-use/https://standout-mtg/acceptable-use-policy/https://standout-mtg-/anti-spam-policy/https://standout-mtg/privacy-policy/.  We refer to the combination of this Agreement and all additional terms and policies  collectively as these “Terms.” 

If you will be using the Product/Services on behalf of an entity or other organization, you agree to these Terms on behalf of that entity or organization and you represent that you have such authority. “You” and “your” will refer to that entity or organization.  If the entity or other organization you represents, requires VAMM Inc to complete a vendor approval process, you must provide VAMM Inc with all process material/documentation to complete the vendor approval process.    

Terms of Service & Limited Licensing Agreement 

When you subscribe to our Product/Services, or otherwise use or access the Platform or the Product/Services, you agree to be bound by these Terms and applicable laws, rules, and regulations.  You may be asked to click “I accept” at the appropriate place prior to your purchase of access to our Product/Services.  At such time, if you do not click “I accept”, you may not be able to complete your purchase or access our Platform.  If you do not agree to these Terms, please do not use our Product/Services in any way. 

VAMM Inc. is not an educational institution, or SAAS.  VAMM Inc. provides educational marketing content, coaching, video editing, member website pages (build and maintenance), collection of member’s consumer subscriptions data information and/or social media management services. Our users, entrepreneurs, customers, and partners are not our employees.  We are not responsible for any interactions between you and your customers, employees, subscribers, or users (collectively, “End-Users”), other than providing the content and services described for you to make your content available.  We are in no way liable for any disputes, claims, losses, injuries, or damage of any kind that may arise out of your relationship with your End-User, including any End-Users reliance upon any information or content that you provide, or we post on your behalf.  All content we provide and edit for you is deemed as acceptable by you, your organization and the laws and regulations in accordance with the industry you serve. 

Article 1: CONSIDERATION AND OBLIGATIONS 

  • Purchase Price. Client agrees to pay all fees, and VAMM Inc. agrees to accept payment, according to the pricing and payment terms presented to you at the time of Purchase. 
  •  Membership Benefits. VAMM Inc. agrees to provide client with services according to the terms presented to you for the Initial set-up fee and membership level chosen and the terms in the form attached hereto and incorporated herein as “Exhibit A: Exhibit A for Intellectual Property Limited License Agreement.” 

Article 2: WARRANTIES 

2.1       Client’s Warranties.  Client hereby warrants to VAMM Inc. that Client maintains either: 

  1. An active Nationwide Licensing System with an “Authorized to Represent” status issued to a licensed or registered company; or 
  2. The ability to furnish VAMM Inc. with proof of exemption from the aforementioned requirement. 

2.2       VAMM Inc.’s Warranties. VAMM Inc. hereby warrants that: 

  1. It has all right, power, and authority to enter and perform its obligations under this Agreement; and
  2. The execution, delivery, and performance by VAMM Inc. of this Agreement has been duly authorized by all necessary action on the part of VAMM Inc.

Article 3: MISCELLANEOUS PROVISIONS 

3.1       Client’s Indemnification.  

(a)     Beginning as of the Effective Date, Client shall indemnify, defend, and hold VAMM Inc., its officers, shareholders, employees, agents, and representatives (each a “VAMM Inc. Indemnitee”) harmless from and against any and all suits, actions, losses, liabilities, damages, fees, fines, deficiencies, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred that may be suffered or incurred by any VAMM Inc. Indemnitee arising out of or relating to (i) the Client’s use of VAMM Inc. Membership or use of VAMM Inc.’s Intellectual Property (defined below), or (ii) Client’s breach of this Agreement.  For purposes of this Agreement, “Intellectual Property” or “Intellectual Property Rights” collectively means any and all patents, patent registrations, patent applications, business processes, copyrights, data rights, trademarks, trade names, service marks, service arising or enforceable under the laws of the United States, any other Jurisdiction or bilateral or multi-lateral treaty regime.  

(b)  Beginning on the Effective Date, VAMM Inc., shall indemnify, defend, and hold Client harmless from and against any and all suits, actions, losses, liabilities, damages, fees, fines deficiencies, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees and expenses of investigation and defense incurred, that may be suffered or incurred by Client arising out of or relating to (i) allegations that the Intellectual Property violates, misappropriates or infringes a third-party’s Intellectual Property Rights, or (ii) VAMM Inc.’s breach of this agreement. 

(c)  Each party shall be liable hereinunder only for its own gross negligence, willful misconduct, or bad faith. 

3.2       Intellectual Property.  

(a)  VAMM Inc. (or its licensors) shall at all times own all right, title, and interest in and to all code (both object code and source code), tools, routines, programs, designs, technology, idea, processes, formulas, techniques, improvements, illustrations, art, mechanical productions, inventions and works of authorship, including without limitation, related documentation which were previously owned or licensed to VAMM Inc. or which are VAMM Inc. developed, conceived or reduced to practice by VAMM Inc. and all Intellectual Property Rights contained therein.   

(b)  Client shall own all Intellectual Property furnished to VAMM Inc by Client hereunder, if any. 

3.3       Confidentiality.  It is expected that the Parties will disclose to each other Certain confidential information (“Confidential Information”) and each Party recognizes the value and importance of the protection of the other’s Confidential Information.  All Confidential Information of one Party (the “Disclosing Party”) that is disclosed to the other Party (the “Recipient”) shall remain the sole property of the Disclosing Party (or its licensors), which shall own all rights (including, without limitation, Intellectual Property Rights), title, and interest in and to such Confidential Information.  Neither Party shall, without the prior written consent of the other Party, for any reason, directly or indirectly, divulge any Confidential Information to any third-party or use Confidential Information for its own benefit, except that a Recipient may disclose Confidential Information in order to comply with a valid order of a court or other governmental body, or applicable law; or as otherwise necessary to establish right or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.  The obligations of the Recipient regarding the Disclosing Party’s Confidential Information shall not apply to any materials or information which the Recipient can demonstrate, through documented evidence: (i) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known or available; (ii) is known by the Recipient at the time of receiving such information as evidenced by its records; (iii) is hereafter furnished to the Recipient by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by the Recipient without access to or use of any Confidential Information of the other Party; or (v) is the subject of a written permission to disclose provided by the Disclosing Party to the Recipient. 

3.4       Headings. The headings contained in this Agreement are for convenience of reference only, shall not be deemed a part of this Agreement, and shall not be referred to in connection with construction or interpretation of this Agreement. 

3.5       Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions in this Agreement shall not affect the validity or enforceability of any other provisions. In the event any clause of this Agreement is deemed invalid, the parties shall attempt to modify that clause in a manner that carries out the intent of the Parties in executing this Agreement. 

3.6       Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in .PDF format or by facsimile shall be sufficient to bind the Parties to the terms and conditions of this Agreement. 

3.7       Notice.  All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses: 

If to VAMM Inc.: 

Standout Mortgage Marketing 

Attention:  Lorraine Giron, CEO 

Address: 

1344 Disc Drive #3070.,  

Sparks, NV  89436 

If to Client: 

Name and address on record 

3.8     Attorney FeesAll If any proceeding relating to this Agreement or the enforcement of any provisions of this Agreement is brought by one Party against the other Party, the prevailing Party shall be entitled to recover reasonable attorney’s fees, costs, and disbursements (in addition to any other relief which it may be entitled).  

 

3.9     Successor and Assigns.  This agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.  No assignment shall relieve the assigning party of any of its obligations hereunder.  

 

3.10     No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.  
 

3.11     Amendment and Modification.  This agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.  
 

3.12     Waiver.  No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.  
 

3.13     Governing Law.  This Agreement (including any non-contractual obligations or liabilities arising out of or in connection with it) shall be governed by and interpreted in accordance with the laws of the State of Nevada, without giving effect to the conflicts of law principles thereof, and any action shall be subject to the exclusive jurisdiction of the courts located in Washoe County, Nevada.  

 

3.14     Entire Agreement.  This Agreement and the collective “Terms” that make up the Agreement as noted in the Terms of Service located at https://standoutmtg.com/terms-of-service.  It is the responsibility of the Client to ensure they have read all “Terms”.  

 

3.15     Independent Contractor.  VAMM Inc.’s relationship with Client is solely that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, representation, joint venture or employment relationship between the Parties.  

 

3.16     Force Majeure.  VAMM Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood storm, explosions, acts of God, war, governmental action, shortages of electric power or other utilities, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such Party.  

 

EXHIBIT A 

INTELLECTUAL PROPERTY LIMITED LICENSE AGREEMENT 

  1. Disposition of VAMM Inc. Intellectual Property. VAMM Inc. retains all rights and ownership to any and all Intellectual Property (“VAMM Inc. Content” or “Content”) licensed to Client. Client’s interest in VAMM Inc.’s Content is a non-exclusive license to use the Content as dictated in this INTELLECTUAL PROPERTY LIMITED LICENSE AGREEMENT and subject to the conditions of this Exhibit A, VAMM Inc. herby grants to Client a perpetual, non-exclusive, worldwide, non-transferable (except to a permitted assignee pursuant to Section 3.9), with no right to sublicense, royalty-fee, fully paid-up license to use the VAMM Inc. Intellectual Property and Content solely in conjunction with and solely as incorporated by VAMM Inc. into the services provided pursuant to this Agreement and not on a standalone or any other basis.  VAMM Inc.’s Content includes, and is not limited to: 
    1. All Animated Videos; 
    2. All Interactive Quizzes; 
    3. All Embedded Links with Custom Covers; 
    4. Client’s membership website pages maintained and created by or on behalf of  VAMM Inc; and 
    5. Other Miscellaneous VAMM Inc. created Content  
  2. Revocation or CancellationIn the event Client’s VAMM Inc. Membership is cancelled, suspended, or terminated, Client shall immediately cease all use of, or provision of access to VAMM Inc.’s Content. Client shall not copy, replicate, alter, modify, download, or provide the ability to copy, replicate, alter, modify, or download VAMM Inc.’s Content after their VAMM Inc. Membership is cancelled, suspended, or terminated.  
  3. Client Use of VAMM Inc. Content.  Client shall not use, nor facilitate use, of VAMM Inc.’s Content in any way without the prior written consent of VAMM Inc., which may be withheld unreasonably or arbitrarily. If Client desires to use VAMM Inc.’s content in a manner to which VAMM Inc. has not consented, Client may submit an approval request in writing to VAMM Inc. at memberships@standoutmtg.com . VAMM Inc. shall routinely inspect all of Client’s uses of VAMM Inc. Content to ensure compliance. Any use, or facilitation of use, of VAMM Inc.’s Content without 

the prior written consent of VAMM Inc. is cause for immediate suspension or termination of Client’s VAMM Inc. membership. Client is responsible for any expenses VAMM Inc. incurs to remedy Client’s unapproved use, or facilitation of use, of VAMM Inc.’s Content, including legal expenses. 

  1. VAMM Inc. Restricted Use.  Client shall not use VAMM Inc. Content in its full version on any social media platforms.  VAMM Inc Content that is displayed on the Client’s preferred Social Media Platforms are not to exceed a total of ten (10) second segment(s) of the Content, displayed for the purpose of driving viewers to website page maintained by Client or VAMM Inc.  If Client  wishes to use VAMM Inc. Content in email format, there shall be no permissible use other than an embedded hyperlink designed to drive the viewer back to Client’s membership website page. Violation of these restrictions are ground for immediate termination of Client’s membership with VAMM Inc. Client shall be responsible for all fees and expenses VAMM Inc. incurs, including legal fees, that result from Client’s violation of this provision. 
  2. VAMM Inc. Obligation to (full service) Membership Client.  VAMM Inc. shall maintain the Client’s custom Membership page which houses all VAMM Inc.-created Content. VAMM Inc. Content shall be in the form animated explainer videos, interactive quizzes, embedded links with custom covers for email campaigns and other promotional activities. VAMM Inc. shall provide new Content to the client-accessible custom Membership page monthly.  VAMM Inc shall provide Client a list of consumers who subscribed to Client’s custom Membership page via Client’s CRM integration within Client’s membership website or in CSV format and distributed to Client bi-monthly.  Consumers data collected at minimum will be First and Last name and email address of the consumer.  

 

Effective August 3, 2023 

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