Vendor Engagement Agreement

 (250228) VM0307 v5.1

This Vendor Engagement Agreement (“Agreement”) is made and entered into between Ascribe, LLC, (“Ascribe”) located at 400 North Tustin Ave., Suite 410, Santa Ana, CA, 92705 and its affiliates, and “Vendor” (as listed on the Acknowledgement and Signature page), an independent third-party Appraiser, Inspector, Broker, or Agent. Ascribe and Vendor may be referred to herein individually as “Party”, or collectively as the “Parties”.

WHEREAS, Ascribe is an appraisal management company in the business of managing the ordering of valuation and inspection services from third-party vendors on behalf of Ascribe’s lender-clients, and facilitating the review and delivery of such services for lender-clients;

WHEREAS, Vendor is an independent vendor in the business of supplying appraisal, inspection or other real estate services and desires to receive orders for such services from Ascribe and, if accepted by Vendor, performing the contracted services; and

WHEREAS, in the case that a Vendor is a valuation or inspection firm, the principal of the firm shall sign this Agreement and ensure the entire firm, and its individual vendors, adhere to the requirements outlined herein;

THEREFORE, Vendor and Ascribe agree that this Agreement sets forth the terms and conditions pursuant to which Ascribe may retain Vendor from time to time, on a non-exclusive basis, to provide valuation or inspection services pursuant to future orders.

1. Independent Contractor

Vendor enters this Agreement as an independent contractor who regularly offers and provides valuation or inspection services to parties other than Ascribe and who is holding out to the general public as independent from Ascribe with Vendor’s own respective office, namesake, and services provided. All operating expenses related to Vendor’s independent contractor business are the sole responsibility of Vendor.

It shall not at any time be intended or implied that there is an employee/employer relationship or partnership between Vendor and Ascribe. Vendor agrees they are not entitled to the rights or benefits afforded to Ascribe employees, including disability, medical or unemployment insurance, worker’s compensation, sick leave, overtime, or any other employment benefit.

The parties agree and acknowledge that this Agreement is not an exclusive contract to either party. Ascribe makes no guarantee of any volume of business. Vendor may sell, represent, perform services for, and contract with additional clients, persons, or companies as Vendor, in their sole discretion, sees fit. Failure of Vendor to distribute its available capacity to additional clients other than Ascribe does not implicitly constitute an exclusive relationship.

For the purposes of this Agreement, Ascribe is the Vendor’s client. Any lender, bank, servicer, or other client of Ascribe listed within the letter of engagement entered into between Ascribe and Vendor (the “Letter of Engagement or LOE”) is Ascribe’s client. In certain cases, Ascribe's client may not be named within the LOE, as allowable by industry guidelines.    

   2.    Performance of Services    

Vendor, shall provide valuation or inspection services in accordance with the terms and conditions of this Agreement for assignments accepted by Vendor in any separate letter of engagement, service request, order request or other manner of request from Ascribe, collectively referred to in this Agreement as a Letter of Engagement (“LOE”), regardless of the specific format delivered by Ascribe to Vendor.

Vendor will personally complete all accepted assignments and will not subcontract or reassign any assignment, or part of an assignment, to any other party.  If Ascribe assigns to a valuation or inspection firm, the firm shall ensure that the order is completed by an appraiser, inspector, broker, or agent (as applicable) that meets the requirements of Section 3 below and completes the order in accordance with the terms of this Agreement.  Ascribe does not accept reports completed by an assistant or trainee unless specifically authorized within the LOE. Vendor represents they will only accept LOEs for assignments which Vendor is competent, appropriately licensed, and in good standing with Ascribe to perform and for which Vendor has the necessary skills to perform under this Agreement in a competent and professional manner, without advice and direction of Ascribe.

Vendor agrees to observe the specific communication, service level, workflow, and technical guidelines outlined in Ascribe's Vendor Performance Expectations document, to be amended as client, Ascribe, or regulatory requirements may require.

   3.   Licenses

Vendor shall be currently licensed or certified and is in good standing as required to legally perform services for Ascribe. Vendor is required to provide evidence of such licensure or certification prior to joining the Ascribe vendor panel and on an ongoing basis as updates or renewals take place. Vendor understands that current and active licensure or certification is required to remain on the Ascribe vendor panel, and to be eligible to receive order requests.

Vendor has no pending disciplinary actions or infractions. Vendor has no past infractions or violations that have resulted in sanctions from any state board, secondary lender, or financial regulatory agency within the immediate three-year period prior to the acceptance date of this document. Prior disciplinary action, even if resolved, may result in ineligibility to perform work for certain clients or Ascribe and will be determined at client or Ascribe's sole discretion.

Vendor will advise Ascribe immediately of any changes in licensing status, including pending or expected disciplinary action from state licensing or other regulatory agency.  Vendors without a current, active license may be deactivated from the Ascribe vendor panel in accordance with applicable law and notification requirements.

Certain inspection services may not require the Vendor to be licensed or certified by a regulatory body to perform the services. However, that does not eliminate Vendor’s requirement to comply with the remaining terms of this Vendor Engagement Agreement, the Vendor Application, any Letter of Engagement (LOE), or any other terms and conditions by which Ascribe may retain Vendor.

   4.   Insurance

Vendor shall secure and maintain Errors and Omissions (E&O) insurance coverage, with minimum coverage amounts per claim/aggregate that meet Ascribe’ prerequisite as outlined below:

• APPRAISER: Have an E&O Insurance policy with a minimum of $500,000 aggregate coverage.
• REAL ESTATE BROKER / AGENT: Have an E&O Insurance policy with a minimum of $250,000 aggregate coverage.

Ascribe will not reimburse Vendor for the expense of this E&O coverage. Vendor must be specifically named as insured. 

The Vendor E&O insurance policy serves as primary in the event a claim is filed related to the work completed by the Vendor on behalf of Ascribe.

Vendor is required to provide evidence of insurance coverage prior to joining the panel, and on an ongoing basis as updates or renewals take place. Vendor understands that E&O insurance is required to remain on the Ascribe vendor panel, and to be eligible to receive order requests. Vendor must notify Ascribe, upon discovery, of any lapse in E&O or other required insurance coverage. Vendors without acceptable levels of E&O coverage may be deactivated from the Ascribe panel. The insurance coverage and limits required of Vendor shall be primary to any insurance coverage maintained by Ascribe.

As an independent contractor, Vendor understands it is their responsibility to provide worker’s compensation insurance for Vendor’s employees or agents and agrees to hold harmless and indemnify Ascribe for all claims arising out of any injury, disability, or death of any of Vendor’s employees or agents.

If Vendor uses an automobile to provide services to Ascribe, the vendor shall maintain current automobile insurance that meets or exceeds industry standards. 

   5.    Skills and Information

Vendor confirms that they have the education, expertise, capability, competence, means, and experience required to perform accepted assignments competently and credibly for Ascribe, including access to requisite data sources. Data source or technical supplies vary by the type of Vendor but may include access to Multiple Listing Service (MLS), third-party tools, or specific desktop software.

Vendor is responsible for determining the method, details and means of performing the services.

Acceptance of an LOE confirms that Vendor is familiar with current market factors in the geographic area of the property being inspected; Vendor has the knowledge, experience and access to data sources or information required to complete the assignment in a competent manner; Vendor is able to perform the assignment with impartiality, objectivity, and independence; and Vendor will make all necessary and required disclosures as required by applicable law. If Vendor determines at any time after order acceptance that they are not able to competently complete the assignment, Vendor will immediately notify Ascribe and decline the order.

   6.   Compliance with Applicable Laws

Vendor shall perform all services pursuant to this Vendor Engagement Agreement in compliance with the professional standards, laws, and regulatory guidelines applicable to the specific service, now or hereafter in effect, of authorities having jurisdiction, including, but not limited to:

• the Uniform Standards of Professional Appraisal Practice (USPAP), Broker Price Opinion Standards and Guidelines (BPOSG), Interagency Appraisal and Evaluation Guidelines (IAG), and Appraiser Independence Requirements (AIR);
• all relevant requirements and laws pertaining to anti-discrimination, bias and the lending and servicing of mortgage loans, such as the Fair Housing Act (FHA), Equal Credit Opportunity Act (ECOA), and Real Estate Settlement Procedures Act (RESPA);
• all other data and information security, consumer protection, or other laws, codes, regulations, guidelines, rules, and standards applicable to Vendor; and
• all lender, Government-Sponsored Enterprise (GSE), client or Ascribe specific guidelines.

   7.   Compliance with the Vendor Code of Conduct

Vendor shall comply with all guidelines established in the Vendor Code of Conduct.

   8.   Confidentiality

Vendor acknowledges that during the performance of services under this Agreement, exposure to Personal Information and proprietary business information about Ascribe and its associates, clients and consumers may occur.  “Personal Information” means information provided to or collected by Vendor by or at the direction of Ascribe, or to which access was provided to Vendor by or at the direction of Ascribe, in the course of Vendor’s performance under this Agreement that: (i) relates to, describes, identifies, is capable of being associated with or can be used to identify an individual or household (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers); or (iii) otherwise meets the definition of personal information, personal data, personally identifiable information, sensitive personal information or similar term under applicable law, including, but not limited to the California Consumer Protection Act (Cal. Civ. Code § 1798.100 et. seq.) (“CCPA”) and data breach notification laws.  All such information is collectively referred to in this Agreement as “Confidential Information.”

Confidential Information does not include any information that is or becomes generally available to the public, other than as a result of disclosure by Vendor.  It also does not include information that was known by Vendor prior to the time of disclosure of the information, and that knowledge is evidenced in writing; was or becomes available from a source other than the owner if the source was not legally bound to the owner to maintain the confidentiality of the information; or the Vendor independently develops the information without use of or reference to the Confidential Information.

Vendor agrees to hold Confidential Information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to any third parties, or use Confidential Information for any purpose other than to supply the services outlined in this Agreement, unless such other use is expressly permitted by a written agreement executed by the client, or required by law or legal process.

Vendor agrees to take all reasonable measures (including without limitation such measures taken to safeguard Vendor’s own Confidential Information) to ensure the security and confidentiality of all Confidential Information, to protect against anticipated threats or hazards to the security or integrity of such Confidential Information, and to protect against unauthorized access to or use of such Confidential Information. Vendor will comply with all applicable laws, regulations, guidelines, and rules concerning the confidentiality of consumer information, including the Gramm-Leach-Bliley Act (“GLBA”) and the EU’s General Data Protection Regulation (GDPR).

Vendor shall not (i) sell, share or otherwise disclose any Confidential Information to any third party other than its duly authorized subcontractors for purposes of performing the Services or (ii) collect, retain, use, or otherwise disclose or otherwise process Confidential Information, including Personal Information, for any purpose other than as necessary to provide the Services specified in this Agreement or outside the direct relationship between Vendor and Ascribe. Except as permitted by applicable law, Vendor shall not combine Confidential Information with any Personal Information that Vendor receives from or on behalf of any third party, or which Vendor collects from its own interaction with the individual to which the Personal Information relates. Vendor shall be responsible for ensuring compliance with this Section 8 by its subcontractors, agents, representatives, employees, contractors, or other personnel, and shall be liable for any unauthorized collection, receipt, transmission, access, storage, disposal, use, sale or disclosure of, or other violation of Section 8 with respect to, Confidential Information that is under the control or in the possession of, or otherwise received or processed pursuant to the Agreement or the provision of the Services by Vendor and its subcontractors, employees, contractors, other personnel, agents and representatives. Within 60 days of the termination of the Agreement, Vendor will return all Confidential Information, and securely delete any copies of such data, within Vendor’s or its subcontractors’ possession, custody or control, unless required by applicable law in which case such Confidential Information shall be held under the terms of this Section 8 until such information can be returned or deleted under such applicable law. Without limiting any other requirements set forth in this Agreement, Vendor represents, warrants and certifies that it understands and will comply with the restrictions set forth in this Section 8. The parties intend and agree that, with regard to Vendor’s processing of Confidential Information, Vendor is processing such Confidential Information on behalf of and at the direction of Ascribe for Ascribe’s business purposes and Vendor is a “service provider” or “processor” (or other similar designation under applicable Laws, including the CCPA with respect to the processing of Confidential Information).  Additionally, appraisers must adhere to the Confidentiality section of USPAP.

Upon Ascribe’s written request and with respect to any Personal Information included in the Confidential Information in Vendor’s or its subcontractors’ possession, custody or control, Vendor will (and will require that its subcontractors will) (i) promptly, and in any event within thirty (30) days of Vendor’s receipt of Ascribes request, delete any Personal Information included in the Confidential Information from Vendor’s or its subcontractors’ physical and electronic records, and (ii) promptly, and in any event within ten (10) days of Vendor’s receipt of Ascribes request, provide access to and a copy of such Personal Information included in the Confidential Information, or update or amend such Personal Information included in the Confidential Information. Notwithstanding anything herein to the contrary, Confidential Information, that is Personal Information will continue to be subject to the confidentiality, privacy, and security obligations under this Agreement following the expiration or earlier termination of this Agreement for so long as Vendor or any approved subcontractor on Vendor’s behalf maintains such Personal Information. Confidential Information is disclosed to Vendor only for the limited purpose of providing the Services.  Ascribe has the right to take reasonable and appropriate steps to stop and remediate any unauthorized use of Personal Information.

Vendor shall immediately notify Ascribe, in writing, of any actual or reasonably suspected unauthorized access to, or disclosure or acquisition of, Confidential Information (“Security Breach”). Vendor will provide Ascribe with a detailed, written report regarding the extent of data exposure, including the number and identity of affected individuals, if known, the status of remediation efforts and other relevant details of such breach as may be reasonably requested by Ascribe. Vendor shall provide updated, written reports to Ascribe upon request. Vendor will similarly notify Ascribe, in writing, of any unauthorized disclosure, misuse, alteration, destruction or other compromise of that Confidential Information. Such notification will be made to compliance@ascribeval.com. On notice of any Security Breach, Vendor will immediately institute appropriate controls to maintain and preserve all documents, records and other data relating to the breach in accordance with industry best practices.

Vendor recognizes that a breach of this Confidentiality clause may cause irreparable harm to Ascribe, and that actual damages may be difficult to ascertain. Vendor agrees that in the event of such breach, Ascribe shall be entitled to injunctive relief in addition to such other legal or equitable remedies as may be available.

   9. Compensation and Payment

Ascribe shall pay Vendor in accordance with the contracted services listed in the LOE, electronically accepted by the Vendor, and completed by the Vendor in accordance with the conditions and terms set forth in the LOE.

Vendor shall not submit individual invoices to Ascribe unless required to do so under applicable state law. Ascribe will automatically process direct deposit payment to Vendor within 15 days of completion of the services. Completion refers to delivery of the final product to Ascribe's client. Ascribe reserves the right to withhold payment for non-performance of services.

Vendor shall not accept any form of payment from the lender, property owner, borrower, selling Realtor, or listing Realtor. Questions regarding fees or payment from any of the above parties should be referred to Ascribe.

      a.   Taxes

Vendor is solely responsible for payment of all applicable federal, state, and local taxes on all compensation received. Ascribe is not responsible for withholding income taxes, paying sales or use taxes that may be assessed in connection with the services, or maintaining accounting records for Vendors. Vendor must maintain independent accounting records. Vendor agrees to indemnify Ascribe for any claims, costs, losses, fees, penalties, interest, or damages suffered by Ascribe resulting from Vendor’s failure to comply with this Taxes provision.

   10.    Indemnification

Vendor shall indemnify, hold harmless, and defend Ascribe, its assigns, clients, and each of their respective directors, officers, employees, agents, and representatives (“Indemnitees”) against all losses, liabilities, penalties, damages, expenses, costs and fees (including attorneys’ fees) that are threatened, incurred or imposed upon an Indemnitee as a result of, or that arise from, any negligent act, error or omission or any intentionally wrongful conduct by Vendor.

Such omissions may include, without limitation, security breaches, loss or material alteration of customer information, violations of GLBA or its regulations and guidelines, or applicable state laws, caused by the Vendor or its stockholders, affiliates, and respective officers, directors, employees, agents, successors and permitted assignees. Vendor shall not be liable for the errors or omissions or other wrongful conduct of Ascribe or its clients. This Section 10 shall not apply in the State of Vermont.

   11.   Assignment

Vendor may not assign its rights or obligations under this Agreement (including exhibits, addendums, work orders, or any other request for services), in whole or in part, without the prior written consent of Ascribe, which consent shall not be withheld unreasonably. Any attempted assignment, delegation, or transfer in any manner of any rights or obligations that is contrary to the terms of this Section 11 shall be null and void.

   12.   Separability

In the event that any court of law or other governing authority deems any provision of this contract to be invalid, said provision shall be deemed separated from the remainder of the contract, and the remainder of the contract shall remain effective and in force.

   13. Termination

Vendor should immediately notify Ascribe if performance of contracted services becomes impossible, impractical, or undesirable due to changes in applicable federal, state, or local laws, regulations, regulations, rules, or professional or Ascribe customer requirements, as outlined by Ascribe, or communicated via LOE.

Ascribe and Vendor each have the right to terminate this Agreement at any time, without notice. However, to limit the negative impact to Ascribe Client’s Vendor must complete any work in progress, as requested by Ascribe and any work performed by Vendor is bound by the terms of this Agreement. In the event of termination by either party, Ascribe will be liable to Vendor for undisputed fees for services rendered up to the effective date of termination. Despite termination of this Agreement, Vendor’s obligations under Sections 2, 8, 9, 10, 11, 12, 13 and 14 shall survive and remain in full force and effect.

   14. Dispute Resolution and Arbitration Provision

Without impairing either Vendor’s or Ascribe's rights to terminate this Agreement as provided herein, Vendor and Ascribe mutually commit to making a good faith effort to first seek to resolve any disputes between them through clear and open communication and through informal discussion prior to pursuing other actions. If resolution is unattainable through such informal means, Vendor and Ascribe agree that any dispute between them will be resolved on an individual basis (not in any class action) in arbitration pursuant to the Arbitration Provision below, unless an express exception is stated.

a.  Arbitration Provision

IMPORTANT: PLEASE REVIEW THE ARBITRATION PROVISION CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH ASCRIBE ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS ARBITRATION PROVISION.

Vendor and Ascribe agree that all disputes covered by this Arbitration Provision will be decided by an arbitrator through arbitration on an individual basis (not class or collective basis) and not by way of court or jury trial.

    b.   Covered Claims

Except as it otherwise provides, the Arbitration Provision is intended to apply mutually to the resolution of all disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. Except as it otherwise applies, the Arbitration Provision applies to any and all disputes, past, present, or future, that may arise between Vendor and Ascribe and survives after the Agreement or relationship terminates. Unless the claim is expressly excluded below, the Arbitration Provision applies, without limitation, to claims based upon or related to defamation, breach of a contract, fraud, negligence, personal injury, emotional distress, breach of fiduciary duty, trade secrets, unfair competition, discrimination, harassment, retaliation, tort claims, equitable claims, and all statutory and common law claims. The Arbitration Provision specifically also covers, without limitation, claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, the Americans with Disabilities Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Genetic Information Non-Discrimination Act, and state or local statutes, if any, addressing the same or similar subjects. Covered disputes also include any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including this Arbitration Provision.

Regardless of anything else in this Arbitration Provision and/or the American Arbitration Association (“AAA”) rules or procedures, however, any dispute relating to the interpretation, applicability, enforceability or formation of the Class Action Waiver in Subsection (14.f) below may only be determined by a court and not an arbitrator.

    c.   Excluded Claims

This Arbitration Provision does not apply to: (a) any claim for injunctive relief (including without limitation claims for injunctive relief concerning protection of confidential information); and (b) any claim that an applicable federal statute or applicable, enforceable federal executive order expressly states cannot be arbitrated. Either Vendor or Ascribe may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy; however, and except as stated in this Subsection (14c), all determinations of final relief shall be decided in arbitration.

Nothing in this Arbitration Provision prevents the making of a report to or filing a claim or charge with a government agency or prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration.

    d.    Arbitration Procedures

The arbitration will be held under the auspices of the American Arbitration Association (“AAA”), and except as provided in this Arbitration Provision, shall be under the then current Commercial Arbitration Rules of the AAA (“AAA Rules”) (the AAA Rules are available through the AAA’s website at www.adr.org.) Unless the parties jointly agree otherwise, the Arbitrator shall be an experienced attorney in commercial business relationships and licensed to practice law in the state in which the arbitration is convened, or a retired judge from any jurisdiction in the state.

Unless the parties jointly agree otherwise, the arbitration shall take place in Orange County, California.

The Arbitrator shall be selected as follows: The AAA will give each party a list of eleven (11) arbitrators drawn from its panel of arbitrators from which the parties shall strike alternately, with the party to strike first to be determined by a coin toss, until only one name remains. That person shall be designated as the Arbitrator. If for any reason, the individual selected cannot serve, AAA shall issue another list of eleven (11) arbitrators and repeat the alternate striking selection process. If for any reason the AAA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted to appoint a neutral Arbitrator.

The Arbitrator may award any remedy to which a party is entitled under applicable law, but remedies will be limited to those that would be available to a party in their individual capacity for the claims presented to the Arbitrator, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The Arbitrator shall apply the statute of limitations that the law prescribes for the claim(s). The Arbitrator shall have the authority to consider a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The award issued by the Arbitrator shall be in writing and include the factual and legal basis for the award. The award may be entered in any court of competent jurisdiction.

   e.   Arbitration Fees and Costs

Each party will pay its filing fees as required by the AAA Rules and pay for its own costs and attorneys' fees, if any, but if any party prevails on a claim which affords the prevailing party attorneys' fees under an applicable provision of law, the Arbitrator may award fees to the prevailing party as provided by such law. In the event the law (including the common law) of the jurisdiction in which the arbitration is held requires a different allocation of arbitral fees and costs in order for this Arbitration Provision to be enforceable, then such law will be followed.

    f.   Notice of Claim

A demand for arbitration must be in writing and delivered by hand or first-class mail to the other party within the applicable statute of limitations period. The Arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration.

    g.   Class Action Waiver

Vendor and Ascribe agree to bring any dispute in arbitration on an individual basis only. There will be no right or authority for any dispute to be brought, heard, or arbitrated as a class action and/or as a collective action (“Class Action Waiver”). Nor will the Arbitrator have any authority to hear or arbitrate any such dispute. The Class Action Waiver is not severable from this Arbitration Provision in any action brought and/or maintained as a class and/or collective action.

   15. Severability

Except as stated in the Class Action Waiver above, in the event any of the terms or provisions of this Agreement are determined to be unenforceable by any court of competent jurisdiction, the parties shall amend or modify such terms or provisions to the extent necessary to eliminate such invalidity or unenforceability, and all other terms and provisions shall remain in full force and effect as originally written.

   16. Consent for Autodialed calls and SMS/MMS Message

If you are a vendor and provide us your phone number, we may utilize your phone number for transactional SMS or text messages concerning service opportunities, transactions and other necessary communications related to services you may provide to Ascribe. When you provide us your phone number as a vendor, you also consent to calls from us utilizing an artificial voice and other automated dialing technologies concerning service opportunities, transactions and other necessary communications related to services you may provide to Ascribe, unless you opt out. You may choose to stop receiving our SMS or text messages relating to a specific assignment by replying STOP to such messages, following any other unsubscribe instructions provided, or you can contact us at compliance@ascribeval.com. Message and data rates may apply, message frequency may vary. Information obtained as part of the SMS consent process will not be shared with third parties. It may not be possible to opt out of certain necessary transactional messages sent by SMS / text message in connection with the services. If you would like to opt-out of calls using an artificial voice, please email compliance@ascribeval.com.

   17. Entire Agreement

This Agreement is the final and exclusive statement of all agreements and understandings between the Parties with respect to the subject matter described herein. This Agreement may be amended only by written instrument acknowledged to the Agreement by both Parties.

All information provided by Vendor to Ascribe and its clients, in providing services and applying for approval as a member of the Ascribe approved vendor panel is true and correct, as of the submission date and the effective date of this Agreement.

Vendor Performance Expectations

(250129) VM0309 v1.1

Ascribe anticipates that all independent contract Vendors performing services for Ascribe meet certain qualifications, as well as performance and conduct standards set by Ascribe Clients and other industry participants.

1. General Performance Expectations

    a.   Letters of Engagement (LOE)

Each assignment from Ascribe contains specific requirements pertaining to the order. Vendors are expected to complete each accepted assignment in accordance with the terms and specific conditions outlined within the service request, order request, order Special Instructions, or other manner of request from Ascribe (collectively referred to as a Letter of Engagement or “LOE”). Vendors are asked to immediately contact Ascribe if they are unable to meet the terms of the LOE. Failure to adhere to order requirements may result in a failed quality examination, generate a request for corrections that delay the completion of the report, or affect vendor scoring.

     b.  Communication

Communication is critical to any successful relationship. Vendors are asked to keep Ascribe up to date on a regular basis regarding their orders, vendor profile status, or other matters critical to the successful delivery of services to Ascribe. Vendors who are proactive in communicating updates to Ascribe can expect to receive minimal status inquiry calls from Ascribe.

Vendors are strongly encouraged to utilize the Vendor Portal as the primary method of communication, but we are happy to accommodate phone calls when that is more efficient for you.

Vendors are asked to notify Ascribe of their progress on all basic service milestones, so that we can, in turn, advise our Clients of the same. Please refer to Basic Milestone Expectations below, for more information. Vendors should contact Ascribe immediately when issues arise during the performance of services, including but not limited to:

• Questions regarding the specific order instructions, form, or Letter of Engagement (LOE)
• Need to reject an assignment after order acceptance due to conflict of interest, lack of competency, etc.
• Unable to reach the property access contact for interior inspections.
• Missing lock box or incorrect lock box code.
• Unable to complete or schedule an inspection within the timeframe necessary to meet the report delivery deadline.
• Unforeseen delays that may impact the report delivery deadline.
• Running late for, unable to keep, or missed a scheduled inspection.
• Identification of property issues that may prevent report completion, such as zoning issues, unsafe conditions, highest and best use, stop and call requirements, etc.
• Unable to meet a pre-required response timeframe to Client post-delivery inquiries.

Ascribe associates will help to answer questions, eliminate, or mitigate delays, or gain clarification from the Client on how to proceed, if needed.

2. Service Level Performance

     a.   Order Assignment

Depending on the product service type, Ascribe may utilize auto-assignment, broadcast, or manual assignment processes to route orders to the most qualified vendor. Vendors are selected for individual assignments based on a variety of factors, including but not limited to eligibility, score, familiarity with the product type, proximity to the subject property, available capacity, fee, etc.

    b. Order Acceptance

Vendors can accept orders by accessing their secure account on the Ascribe Vendor Portal, or by contacting an Ascribe associate by phone to verbally confirm acceptance. Regardless of the acceptance method, the action is logged within the Ascribe proprietary order processing application. A vendor’s verbal or electronic acceptance of the order constitutes understanding of, and their agreement to, the conditions of the assignment (LOE).

As noted in the Vendor Engagement Agreement, vendors must personally complete all assignments in their entirety, up to and including the physical inspection of the subject property; and vendors will not subcontract or reassign any assignment, or part of an assignment, to any other party.

    c. Interior Inspections

Vendors should attempt to reach the property access contact to schedule the inspection on the same day as order acceptance. Vendors are asked to communicate the date and time of the scheduled inspection by accessing their secure account on the Ascribe Vendor Portal, or by contacting Ascribe by phone to verbally communicate the information.

Vendors are encouraged to consider the availability of the point of contact (or borrower) when scheduling interior inspections.

    d.  Exterior Inspections

Vendors should visit the subject property at their earliest availability. Vendors are asked to communicate the anticipated date and time of the inspection by accessing their secure account within the Ascribe Vendor Portal, or by contacting Ascribe by phone to verbally communicate the information.

    e. Report Delivery / Form Completion

Vendors should return the completed product in accordance with the terms outlined in the specific LOE. For traditional appraisal products, reports must be submitted via the Vendor Portal and include PDF, XML and, in some cases, ENV formats. Certain products, such as Broker Price Opinions (BPO) and Evaluations, require that the vendors complete an online form on the Ascribe Vendor Portal.

      f. Post-Delivery Requests

After report delivery, the Client may request additional clarification or detail regarding a report, may identify factual errors within the report requiring correction, or may request that the vendor consider additional, appropriate property information that may differ from what the vendor has reported. Post-completion requests from the Client are considered part of the original scope of the assignment.

       g. Request for Reconsideration of Value

If Ascribe receives a Reconsideration of Value (ROV) from the Client, it will review the request and submit a ROV form detailing the request requirements to the Vendor.  A revised appraisal with commentary addressing each concern or sale in full detail, regardless of whether the new data results in a material change to the analysis or value conclusion.   The revised report is to include a summary of the impact of the additional information on the analysis and conclusions within the report.

3. Milestone Performance Expectations

The table below provides the typical milestone performance expectations for Ascribe assignments based on broad product type. The table is meant to provide general guidelines for standard order completion and interim milestones as required by the majority of Ascribe Clients or industry participants. Please note that the order-specific instructions or LOE provides precise assignment conditions, and if those requirements differ from the table below, the information listed in the LOE supersedes the table.

ASCRIBE RESERVES THE RIGHT TO CANCEL OR REASSIGN ANY REQUEST FOR SERVICES IF A VENDOR DISREGARDS THE SPECIFIC CONDITIONS LISTED IN THE APPLICABLE LOE.

EXTENDED DELAY OR ABSENCE OF COMMUNICATIONS WITH ASCRIBE, OR OTHER ACTIONS INCOMPATIBLE WITH CLIENT, INDUSTRY OR ASCRIBE GUIDELINES MAY ALSO RESULT IN

ORDER REASSIGNMENT OR CANCELLATION.

4. Vendor Scoring and Eligibility

The Ascribe order processing application uses an algorithm that evaluates the performance of eligible vendors, and it ranks vendors for each specific assignment. Criteria used in the evaluation include a vendor’s available capacity, proximity to the subject property, historical quality rating, historical response time, historical turnaround time, prior experience with the product type, and fee. Scores are individually computed for each criterion, then summed to present a final score that can be used in both manual and auto-assignment.

Ascribe reserves the right to periodically modify its scoring algorithm to better reflect business priorities, account for changes in regulations, allow for technology enhancements, or based on Client and vendor panel feedback.

5.  Vendor Eligibility

Client restrictions, or “Do Not Use” requirements, are applied to each Client’s account as requested. Because Ascribe is not privy to the Client’s documented administrative or quality-control process that warranted their request to exclude a Vendor from receiving additional Client assignments, no notification is made by Ascribe. Ascribe is unable to share details of Client requested restrictions with vendors.

If it is determined that removal of a vendor from the Ascribe panel is warranted due to unacceptable conduct, or failure to comply with industry regulations, state licensing standards, or Ascribe’ professional or performance expectations, Ascribe will notify the vendor in writing.

The Vendor is provided with a 15-calendar-day window to respond to the notification and rebut the allegations. Ascribe makes a final determination based on internal information and the information provided by the Vendor, if any, and then notifies the Vendor of the final decision as well as any additional actions taken (e.g., reporting to state licensing authority), if warranted.

Vendor Code of Conduct

(250228) VM0308 v1.1

Ascribe anticipates that its Vendors will engage in conduct that is professional and courteous to all participants in accordance with regular professional and business standards. Even as an independent contractor, when you perform contracted services for Ascribe and its Clients, your conduct reflects both Ascribe and its Clients in the marketplace.

The Ascribe Vendor Code of Conduct reflects client and industry expectations.

Vendors agree to:

ABIDE BY ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, INDUSTRY REQUIREMENTS, REGULATIONS, AND PUBLISHED GUIDELINES.

• Maintain a dress code and appearance that conforms to the standards for your profession.
• Speak in a polite and courteous manner to all participants in the process.
• Present a photo ID or business card to the point of contact to confirm your identity, if requested.
• Refrain from having other persons accompany you to the inspection who are not directly involved in the services being performed. If you have an assistant or trainee with you, introduce them to the point of contact, and advise how they will be assisting you.
• If asked, offer a brief description to the point of contact of what actions you will take on site during the inspection, including what areas you may need to access (e.g., crawlspace or attic).
• Inspect the property with care and consideration for personal belongings, antiques, etc.
• Avoid conversation with the homeowner that is related to the value, property condition, loan process, program, or fees. Politely request that the homeowner contact their lender with these types of questions.
• Report any perceived attempts by any party to influence the value or outcome of the valuation to the Ascribe Appraiser Independence Requirements (AIR) Hotline at 714.872.5889 or to Ascribe at compliance@ascribeval.com.
• Vendor acknowledges that if at any point pre- or post-order completion a complaint or a potential complaint regarding an order completed for Ascribe or its Clients becomes known to the Vendor, regardless of the entity that is the subject of the complaint, Vendor will promptly submit all relevant information to Ascribe at compliance@ascribeval.com.
• Vendors are REQUIRED to report any specific complaints or allegations of discrimination on a prohibited basis filed against the appraiser or their firm directly to Ascribe.