LoanMarket.net - California's Largest Marketplace for Whole Loans

This Website is owned and operated by LoanMarket.net (“LoanMarket”), a California corporation, and is available to you only by your agreement to LoanMarket’s terms and conditions of use, as stated herein and as may be later changed from time to time by LoanMarket in its discretion (the "Terms of Use"). The Terms of Use apply to every person or entity (each, a “User”) who views or posts material or information on the Website, including “Note Sellers,” “Note Buyers” and advertisers.

By using or viewing the Website, each User automatically signifies his agreement to the Terms of Use. If User does not agree to the Terms of Use, that User may not use or view this Website. User should regularly review the Website for changes in the Terms of Use and continuing use of and access to this Website following the posting of changes to the Terms of Use constitutes User’s acceptance of such changes. If User in any way objects to any provision of the Terms of Use or becomes dissatisfied with the Website or LoanMarket, User’s only recourse is to immediately discontinue using of the Website. LoanMarket has the right, but is not obligated, to strictly enforce the Terms of Use and any failure to do so shall not constitute a waiver of any of LoanMarket’s rights.

LoanMarket reserves the right to terminate User's right to use of the Website and to limit the period of time that any Content (as herein defined) remains posted on the Website. LoanMarket may exercise such rights at any time with or without notice, and for any reason including User’s breach of the Terms of Use or of any other agreement pertaining to the rights and duties of LoanMarket and User. PLEASE READ THE TERMS OF USE CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING USER’S LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED. Purpose.

The Website operates only as a forum where (A) sellers can post, describe, exchange information, offer and negotiate the sale of, and sell whole promissory notes secured by real property, including any related guarantees of payment or performance (such promissory notes and all related collateral and any guarantees are herein each called a “Note” and collectively “Notes”) and (B) buyers can review postings by Note sellers, exchange information, offer and negotiate the purchase of, and purchase Notes.

User’s Limited Rights Pursuant to the Terms of Use.

(a) LoanMarket grants to User, and User shall have, only a limited, revocable, non-exclusive license to access and use the Website and use the Content only for effecting transactions described in the Purposes section of the Terms of Use.

(b) User does not and will not have any right in the name “LoanMarket” or in any copyright, trademark or other intellectual property right relating to the Website, its structure, processes or Content, except for Content posted by that User or acquired pursuant to written contract from another User. User will abide by all copyright notices displayed on the Website.

(c) User will not copy or duplicate the Website in any medium or access the Website to download, reproduce or distribute any coding included in the Website. User will not modify the Website, create any derivative works from the Website, or copy, reproduce or distribute any portion of the Content unless posted by that User, except to effect transactions described in the Purposes section of the Terms of Use. In addition, User will not decompile, disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Website.

(d) User’s use of the Website is entirely at User’s own risk and LoanMarket disclaims any representation or warranty with respect to any virus or other harmful component that may be transmitted by or through the Website. The Website is provided on an “as is, as provided” basis, without any express or implied warranty of any kind, including merchantability or fitness for any purpose.

(e) Any unauthorized use of the Website or LoanMarket’s computer systems is a violation of the Terms of Use and may violate certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.), Section 502 of the California Penal Code and Section 17538.45 of the California Business and Professions Code, which statutes include criminal and civil sanctions.

Content.

User acknowledges that all communications, documents, photos and other material (“Content”) posted on or transmitted through the Website are the sole responsibility of the person from whom such Content originated. Specifically, each User represents and accepts that:
(a) LoanMarket is not the agent or representative of any User and has not, and will not, act on the behalf of User or participate in any way in the negotiation or documentation of any transaction relating to any Note, except to permit the posting of User-generated Content on the Website, to permit communications by and among Users and to obtain compensation for the services offered by the Website.

(b) LoanMarket does not screen, control and is not responsible for any Content and makes no representation or warranty that Content, including any information, representation or communication to or from any User, is accurate, authentic, complete or not misleading when made or delivered or thereafter, regardless of LoanMarket’s actual knowledge.

(c) LoanMarket has no duty at any time to investigate, determine, confirm or advise any User of any fact or circumstance stated in or relating to any Content, including the inaccuracy, authenticity, incompleteness or misleading nature of any Content when made or posted or thereafter, regardless of LoanMarket’s actual knowledge.

(d) User is solely responsible for evaluating, and bearing all risks associated with, the use and acceptability of and reliance on any Content. LoanMarket will not under any circumstances be liable or responsible in any way for any Content or for any loss or damage of any kind incurred as a result of the use of or reliance on any Content. (e) LoanMarket makes no representation or warranty that (i) any User will post any Notes for sale, indicate an interest in sellin

g any Notes or fulfill any duties to any other User; (ii) any User will appear on the Website or show any interest in purchasing any Notes; (iii) any Note will be purchased at any price or at all or (iv) that the Website or any service provided or omitted by the Website will, or is appropriate or reliable to, result in the sale or purchase of any Notes.

(f) LoanMarket’s sole responsibility under the Terms of Use is to use reasonable commercial efforts to operate and maintain the Website and that LoanMarket And LoanMarket shall have no liability arising from any failure of the Website to remain on active status or to transmit any Content reliably, accurately, or in a timely or continuous manner.

(g) If User believes that any Content posted by User has been copied in a way that constitutes copyright infringement or a violation of User’s other intellectual property rights or the Terms of Use, User shall notify LoanMarket immediately.

User’s Posting of Content.

Each User promises that:

(a) All Content posted by User will be accurate, complete and current in all respects and not deceptive, misleading or fraudulent and that copies of any documents included in that Content will be authentic.

(b) If User becomes aware that any Content posted by that User does not or no longer satisfies the requirements of the Terms of Use, that User will immediately (i) notify LoanMarket and each other User who is then communicating with that User with respect to that Content, of all facts relating to such circumstances and (ii) correct or withdraw every posting and other communication on the Website that includes or refers to that Content.

(c) User has the right, without the consent of any other person, to post its Content on the Website and to grant to other Users (which User hereby does) the right and irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute such Content and to prepare derivative works of, or incorporate into other works, said Content, and otherwise to use such Content to effect transactions described in the Purposes section of the Terms of Use.

(d) User will not post or otherwise make any Content available on or through the Website that (i) is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, violative of the rights of any other person, or is harmful to minors in any way; (ii) is pornographic or depicts human sexual activity; (iii) harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability; (iv) violates the Fair Housing Act or any other federal, state or local law, regulation, executive order; (v) constitutes "bait and switch;” (vi) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any other person, (vii) constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes" or a commercial advertisement or solicitation; (viii) includes links to commercial services or web sites; (ix) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (x) disrupts the normal flow of dialogue with an excessive amount of Content (flooding attack) to the Website or otherwise negatively affects other Users' ability to use the Website; or (xi) employs misleading email addresses, forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted on or through the Website.

(e) User will not: (i) contact any other User with respect to the sale or purchase of Notes except through the Website; (ii) contact any other User who has asked not to be contacted; (iii) collect personal data through the Website about other Users or any other person for commercial or unlawful purposes; (iv) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Website; (v) post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on the Website infrastructure; (vi) permit multiple, simultaneous postings of the same item of Content on the Website; (vii) attempt to gain unauthorized access to the Website or any LoanMarket computer system or engage in any activity that disrupts, diminishes the quality, interferes with the performance, or impairs the functionality of the Website; or (viii) modify, reposition or remove any Content posted by any other User.

(f) LoanMarket may, upon notice to User, charge a fee to any User for posting Content on the Website. All fees paid by User to LoanMarket are non-refundable.

Interactions by Users with One Another and Other Persons. User’s interactions and dealings with other Users and persons identified on or found through the Website are solely between User and such other User or person. User should make whatever investigation User feels is necessary or appropriate before proceeding with any transaction.

Limitation of LoanMarket’s Liability.

(a) Under no circumstances shall LoanMarket be liable for any direct, indirect, incidental, consequential or exemplary damages of any kind, even if LoanMarket has been advised of the possibility of such damages, resulting directly or indirectly from any aspect of User’s use of the Website or any interactions or dealings arising from User’s use of the Website or any Content, whether arising from (i) misuse, inability to use, interruption of use, or suspension, modification or termination of the Website; (ii) any products or services obtained as a result of using the Website; (iii) any Notes listed, purchased or sold on the Website; (iv) any Content posted on the Website.

(b) If User has a dispute with one or more other Users, User hereby releases LoanMarket, its officers, employees, agents and successors from all claims, demands actual and consequential damages of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes, the Website or Content. If there is a dispute between or among any Users or any User and any third person, User understands that LoanMarket is under no obligation to become involved.

(c) If User is a California resident, User waives the provisions of California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

Indemnity.

User shall indemnify and hold LoanMarket, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of (a) Content that User has submitted, posted or made available on or through the Website, (b) User’s use of the Website, (c) User’s violation of the Terms of Use, (d) User’s breach of any of his covenants, representations and warranties herein, or (e) User’s violation of any rights of any other person.

Dispute Resolution.

If any dispute, claim or controversy arises between User or LoanMarket, including (but not limited to) any dispute, claim or controversy arising out of or relating in any way to the Website or its use, the scope or applicability of the Terms of Use, or the termination, enforcement, interpretation or validity of any matter in which User and LoanMarket have or are alleged to have an interest (collectively, a “Dispute”), that Dispute shall (a) determined by binding arbitration before one (1) arbitrator; provided, however, regardless of any statute or law to the contrary, any Dispute be filed with the arbitration within one (1) year after such claim or cause of action arose or be forever barred. The arbitration shall take place in Orange County, California and be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the arbitration award may be entered in any court having jurisdiction.

General Provisions.

The Terms of Use, together with any written agreement between User and LoanMarket, constitute the entire agreement between User and LoanMarket and govern User’s use of the Website, superseding any prior agreements between User and LoanMarket. The Terms of Use and the relationship between User and LoanMarket shall be governed by the laws of the State of California without regard to its conflict of law provisions.

If any provision of the Terms of Use is finally determined to be invalid, illegal or otherwise unenforceable, that determination will not affect any other provision of the Terms of Use. Any invalid, illegal or unenforceable provision will be severed from the Terms of Use and all remaining provisions will continue to be enforceable by their terms and of full force and effect. Any ambiguities that may exist in the Terms of Use will be resolved, notwithstanding the fact that LoanMarket drafted the Terms of Use, by applying the most reasonable interpretation to the subject provision, by giving to the extent possible under the circumstances full consideration to the intentions of both User and LoanMarket on the date such provision became a part of the Terms of Use.

The Terms of Use are made solely for the benefit of User and LoanMarket. Nothing in the Terms of Use is intended to confer any rights or remedies under or because of the Terms of Use on any persons or entities other than User and LoanMarket, except that any User may rely on another User’s covenants, representations and warranties in the Terms of Use. Nothing in the Terms of Use is intended to relieve or discharge the obligation or liability of any third person or entity to LoanMarket or any User. No waiver of any provision of the Terms of Use or consent to any action shall constitute a waiver of any other provision of the Terms of Use or consent to any other action. No waiver or consent shall constitute a continuing waiver or consent, or commit a Party to provide a future waiver. All captions and headings in the Terms of Use are for reference only and may not be used in the interpretation of the Terms of Use or any related document. A signed copy of the Terms of Use delivered by User or LoanMarket to the other by facsimile and/or by electronic transmission shall be binding upon as if the document were a manually signed original. If requested by LoanMarket, User shall manually sign a copy of the Terms of Use. All of the provisions of the Terms of Use which require or contemplate performance after the termination of User’s right to use the Website shall survive such termination and shall continue in full force and effect until fully satisfied.

Buyer Registration Agreement - Revised 03.10.09