The submission of information to, and use of, the information services (collectively, the “Service”) available through the
NoteMarketPlace website (located at http://www.NoteMarketPlace.com) is subject to the following terms and conditions (the
“Terms and Conditions” or the “Agreement”). BY SUBMITTING INFORMATION to, or accessing information from, the Service, YOU,
the end user customer (“Customer”) AGREE TO THE FOLLOWING TERMS AND CONDITIONS. These Terms and Conditions are a legal
agreement between you and NoteMarketPlace. (“NoteMarketPlace” or the “Company”).
to, or access information from, the Service. All questions concerning this Agreement should be directed to: support (at)
notemarketplace.com The latest version of the terms and conditions is available on the NoteMarketPlace website.
Nondisclosure of Confidential Information
You agree that any information on a Note or derived from information provided on a Note including borrower’s personal information is for your personal and confidential use to evaluate the purchase of a note. This information shall not be used or disclosed in violation of any federal, state or local laws including but not limited to the Gramm-Leach-Bliley Act
Membership privileges are granted by NoteMarketPlace to individuals exclusively and are granted specifically to the
subscribing registered member only. No employee, independent contractor, agent, or affiliate of a competing note website is
permitted to access any of the Password Protected Areas of the NoteMarketPlace website without express written permission
from NoteMarketPlace. Membership rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or
otherwise transferred to anyone other than the registered member without the express written permission of NoteMarketPlace.
NoteMarketPlace requires that each registered user maintain a valid email address and a password, which shall be utilized
for logging on to the NoteMarketPlace system. Members are not permitted to share their individual logon information with
others. NoteMarketPlace has the right to refuse service to any member, individual, organization, or firm (and all members
associated or affiliated with said organization or firm) that refuses to abide by the terms and conditions herein, refuses
to abide by the Listing Policies as posted and displayed on the NoteMarketPlace website, or abuses their rights related to
the NoteMarketPlace service.
NoteMarketPlace utilizes email as a vital and primary communication channel with customers. As a registered user, Customers
hereby acknowledge and grant NoteMarketPlace the permission to communicate with customers via email (as well as other
communication channel such as phone and fax) for any purposes NoteMarketPlace determines to be relevant including, but not
limited to, system messages, product updates, service announcements and other marketing messages. NoteMarketPlace will use
best efforts to honor Customer’s request to opt out of marketing messages, but under no circumstances will NoteMarketPlace
have any liability for sending any email to its registered users/customers. By becoming a member of NoteMarketPlace, you
acknowledge and agree that NoteMarketPlace, may record telephone and other electronic communications it has with you for
NoteMarketPlace, Inc.’s internal business purposes, including but not limited to training and quality assurance purposes.
Submission and Administration of Listings
Listings that are not modified or renewed within a 90-day period are automatically changed to “Off Market” and are no
longer viewable on NoteMarketPlace.com. Customer agrees not to submit any information to the service that violates any federal, state or local laws and regulations, including but not limited to the Gramm-Leach-Bliley Act.
Customer agrees not to submit any descriptions, photographs, financial, contact or
other information contained in each listing’s data to NoteMarketPlace unless the Customer has received all necessary rights
and authorizations , including from the photographer and/or copyright owner of any photographs, to publish and advertise the
listing on the Customer’s website or on NoteMarketPlace’s website. Specifically, Customer will not submit a photograph if
Customer received the photograph from a third party information provider under the terms of a license that does not allow
posting of such photograph on the NoteMarketPlace website. The Company will, in its sole discretion, terminate the
accounts of, and refuse service to, any Customer who repeatedly or knowingly violates this Agreement. Customer agrees to
maintain accurate contact information (specifically, a valid phone number and email address) in order to submit and
maintain active listings on the NoteMarketPlace website. Customer shall not use robot, spider or other automated service
to submit listings on the NoteMarketPlace website. Additionally, the Customer agrees to allow submitted listing(s), or any
part therein, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by users of the Customer’s
website, the NoteMarketPlace website and other NoteMarketPlace partner websites. The Company shall have the sole authority
to choose the manner in which any listing will be searched, displayed, accessed, downloaded, copied, and otherwise used on
the NoteMarketPlace website and Company shall have the right to modify the listing in the exercise of its rights under
this Agreement. The Customer (a) represents and warrants that all listings and associated information provided by the
Customer will be accurate; (b) agrees not to post a listing on the public NoteMarketPlace marketplace under a name other
than the named person or company that have been engaged by the note owner to market the note under the terms of a duly
executed listing agreement with the owner; (c) agrees to administer the Listings provided by the Customer and maintain
their accuracy at all times. The Company reserves, in a manner consistent with reasonable commercial business practices,
the right to remove all or any part of the Listings posted on the Customer’s website or on the NoteMarketPlace website. The
Company accepts no responsibility for checking the accuracy of reports or data files submitted by the Customer. While the
Company shall take all reasonable efforts for data backup and business resumption, the Customer will be solely responsible
for retaining back-up copies of all information, photographs and other materials it provides to NoteMarketPlace.
NoteMarketPlace may add digital watermarks to certain parts of your listing listing, including photographs. We add these
digital watermarks to protect against the copying or further distribution of your photographs without your permission.
All listings entered on NoteMarketPlace may be subject to review by NoteMarketPlace company personnel (“Listing Review”)
prior to becoming available for full viewing online. NoteMarketPlace reserves the right, but not the obligation, to review
any listing entered by Customer on NoteMarketPlace. Although Customer’s listings may be subject to Listing Review, Customer
remains solely responsible for abiding by the Listing Policies and NoteMarketPlace’s Terms and Conditions. The Listing
Policies prohibit Customer from entering any listing that infringes upon the intellectual property rights of any party, or
that otherwise violates NoteMarketPlace’s Terms and Conditions. By entering listings on NoteMarketPlace, Customer warrants
and represents that Customer owns or otherwise controls all of the rights to such content including, without limitation,
all the rights necessary for Customer to provide, post, upload, input or submit such content. Customer acknowledges that
NoteMarketPlace cannot police or control all of the content provided by Customer(s) that is made available on
Listings that violate any of the Listing Policies stated herein will not receive Listing Review approval for active posting
on NoteMarketPlace until the issue in question has been addressed. When conducting Listing Review, new listings added to
NoteMarketPlace are examined to determine whether such listings are in compliance with the Listing Policies. In the event
Listing Review determines a listing violates Listing Policies (including but not limited to containing inaccurate or
incomplete information), Listing Review will send an email message to the Customer about such listing, clearly stating how
such proposed listing does not conform to established Listing Policies and offering solutions on how to rectify the
deficiency. After the Customer receives notice from Listing Review, the Customer will be given a reasonable amount of time
(routinely, 48 hours) to respond. It is then the sole responsibility of the Customer to review the communication from
Listing Review, revise the listing as appropriate, and resubmit the corrected listing. Once the appropriate revision has
been made, and Listing Review determines the listing is compliant with Listing Policies, the listing will be made available
for full viewing on the site. However, if the Customer fails to respond to the communication from Listing Review,
NoteMarketPlace in its sole discretion reserves the right to remove any and all content that continues to violate the
Listing Policies, including disallowing listings from the Service.
Listing Prohibited Conduct
Customers are advised to refrain from engaging in the conduct specified in this section, as it is not permitted on the
Listings on NoteMarketPlace are for notes that are currently offered for Sale or specific real esate deals in need of
funding. It is not permitted to post listings on the Service that have already been sold or are no longer on the market,
i.e. posting listings on the Service for marketing or advertising purposes (“Billboard Listings”). All listings for
properties already sold or off-market will be removed.
NoteMarketPlace offers the ability to search for properties on key words. This is designed to enable searchers to narrow
their criteria based on specific requirements. Keyword manipulation is unfair to searchers by returning listings that
clearly do not meet their criteria. Keywords identified in the listing name, description, location description or
descriptions that are clearly not relevant to the listing being marketed will be removed by Listing Review. Habitual abuse
of this policy by a Customer may, at the sole discretion of NoteMarketPlace, lead to the removal of all of that Customer’s
active listings from the web site and suspension of that Customer’s ability to list properties on the Service.
Use of profanity or vulgar language in any section of the NoteMarketPlace database is strictly prohibited. This includes
the use of language that is generally considered obscene, profane, sexual, hateful, or racist in nature. Listing or user
information that includes profane language will be removed from the Service immediately. Customers posting such language to
the NoteMarketPlace web site may be subject to disciplinary action, including indefinite suspension of a Customer’s
account, temporary suspension or a formal warning.
Use of Information
Customer agrees to treat all information obtained from the Service and any information otherwise made available to Customer
in the Service (individually and collectively, the “Content”) as proprietary to NoteMarketPlace. Customer agrees that
Content reserved for members will be maintained as confidential and shall be protected as a trade secret of
NoteMarketPlace. NoteMarketPlace does not ensure the accuracy of, endorse or recommend any Content and Customer uses such
Content at the Customer’s own risk. Customer may access the Content solely to obtain initial information from which further
evaluation and investigation may commence.
Customer shall not use or reproduce any Content that is obtained from the Service, or that is otherwise made available to
Customer in the Service, for or in connection with any other listing service or device. Customer further shall not use the
Service in any other manner for or in connection with any other listing service or device. Customer shall not use the
NoteMarketPlace Service as part of any effort to compete with NoteMarketPlace, including without limitation using the
NoteMarketPlace Service to provide, alone or in combination with any other product or service, any database services to any
third party or any use that causes a reduction or loss from an existing or potential NoteMarketPlace customer, nor shall
Customer remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or
encoded or recorded in the NoteMarketPlace Service. Customer shall not use any robot, spider or other automated process to
submit listings, monitor, data mine or copy NoteMarketPlace products, services or information; decompile, decode or reverse
engineer NoteMarketPlace software; or use NoteMarketPlace products or services in an unlawful manner, such as for
offensive, abusive, tortious, libelous, defamatory or other illegal purposes. Customers violating these specific terms,
specifically those customers searching the Service in an abusive or excessive manner, by automated or manual means, shall
be subject to immediate termination of their membership and will be assessed an excessive use fee of $500.
Passwords/Logins Members, registered users and Customers are required to maintain the confidentiality of all logins and
passwords. You are responsible for the activities that occur under your account, login or password. NoteMarketPlace is not
responsible for any loss or damage arising from your failure to maintain the confidentiality of your account, logon
information or password and/or failure to comply with the terms and conditions set forth in the Membership Privileges, Use
of Information or Ownership and License Grant sections of this agreement that relate to confidentiality of account, logon
or password information.
Ownership and License Grant
NoteMarketPlace retains all rights (including Intellectual Property Rights as defined below), title and interest in the
NoteMarketPlace Website, and all underlying technology and data including any enhancements and improvements thereto as a
result of providing the Deliverables hereunder. Customer will not and will not allow others to: reverse engineer,
decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of
NoteMarketPlace’s technology or delete or alter author attributes or copyright notices. Customer shall use the
NoteMarketPlace system solely for their own use and shall not allow others to use the NoteMarketPlace system under or
through that Customer’s login ID/email and password.
Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or
created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising
under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all
rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications,
copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos,
trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating
to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition
and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals,
reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.
Limitation of Liability and Indemnification
IN NO EVENT SHALL NoteMarketPlace BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS,INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, OTHER INTANGIBLE LOSS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION, PRODUCTS OR SERVICES PROVIDED, RELIANCE BY THE CUSTOMER ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES, LOSS OF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, DELETION OR CORRUPTION OF CONTENT OR
DATA MAINTAINED OR TRANSMITTED THROUGH THE USE OF NoteMarketPlace’s SERVICES, PRIVATE LISTING FUNCTIONALITY OR CUSTOMER’S FAILURE TO KEEP CUSTOMER’S LOGIN AND/OR PASSWORD SECURE AND CONFIDENT) ARISING OUT OF THIS AGREEMENT.
Customer’s exclusive remedy, and NoteMarketPlace’s entire liability under this Agreement shall be a refund to Customer of the fees (if any) paid to NoteMarketPlace hereunder, and in no event will NoteMarketPlace’s liability for any reason exceed such fee. NoteMarketPlace (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Customer’s use of the Deliverables, and Customer shall indemnify NoteMarketPlace (and NoteMarketPlace’s officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them
(including, without limitation, reasonable attorneys’ fees) as a result of a claim by any person other than Customer
arising from Customer’s use or application of the Services or the Deliverables. Some jurisdictions do not allow the
exclusion of liability for certain damages. As a result, some of the exclusions above may not apply to you.
THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. NoteMarketPlace MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND NoteMarketPlace SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES RELATING TO ENCUMBERANCES OR LIENS, AND, UNDER THE LAW OF THE UNITED STATES, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE
AND OTHER IMPLIED OR STATUTORY WARRANTIES. NoteMarketPlace MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES THAT ACCESS TO NoteMarketPlace’s SERVICES WILL BE UNINTERRUPTED OR SECURE. ANY MATERIAL DOWNLOADED FROM NoteMarketPlace’s WEBSITE IS ACCESSED AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WAIVES ALL CLAIMS AND CAUSES OF ACTION RELATING TO ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM SUCH DOWNLOADS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NoteMarketPlace OR ITS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES. AS A RESULT, SOME OF THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU.
This Agreement, and the Deliverables provided by NoteMarketPlace, shall be governed by the laws of the State of California,
without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the
State and Federal courts of Santa Clara County, California for the adjudication of any disputes or claims arising out of
and/or related to this Agreement. If any provision of this Agreement is found to be invalid or unenforceable by a court of
competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full
force and effect.
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and
permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or
otherwise transferred by Customer without the prior written consent of NoteMarketPlace, which retains the right to withhold
consent in its sole discretion.
Waiver and Severability
The failure of NoteMarketPlace to exercise or enforce a legal right or remedy contained in the Terms and Conditions does
not constitute a waiver of any such right or remedy. No waiver of any right, term or provision of the Terms and Conditions
is deemed a waiver of any other right, term or provision. If a court of competent jurisdiction finds any provision of the
Terms and Conditions to be invalid, Customer agrees that the remaining terms and provisions remain in full force and
All notices to Company must be in writing and must be sent registered mail, certified mail, or overnight mail with a return
receipt requested to Chief Financial Officer at NoteMarketPlace.
The terms and conditions of this Agreement constitute the entire agreement between the parties and supersede all previous
agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of