LenderExchange.com Terms of Service
EFFECTIVE DATE: July 18th, 2010
1. General Terms and Conditions.
, incorporated herein by this reference, (collectively, the "Agreement"). This Agreement represents a binding contract between you and LenderExchange, LLC, its subsidiaries, affiliates (including but not limited to LCG Capital Group, LLC a Florida limited liability company and LCG-LX, a Delaware limited liability company), assignees and its and their officers, directors, managers, members, employees and agents ("LenderExchange"), and are in addition to any other agreements between you and LenderExchange, including but not limited to any Consulting Agreements. If you do not agree with any of these Terms and Conditions, please do not submit information to, access information from, or otherwise utilize the Site.
2. Changes to the Terms and Conditions.
LenderExchange reserves the right to change the terms of this Agreement at any time without notice to you. Use of the Site following the posting of any changes to the Agreement shall be deemed to be acceptance thereof by you. In this Agreement, we may refer to a Member, Provider and/or Site visitor as "you" or as a "User".
3. Purpose of the Site; Limitations; Acceptable Use.
The Site is a data aggregation and social networking portal designed for business borrowers ("Members") and lenders ("Providers") operating in the middle and lower middle market seeking information on obtaining third-party financing. The Site provides a searchable database and tools that enables Members to compare financing alternatives currently available in the marketplace, and provide their own commentary and additional information. The Site also enables Members to input and store financial information and generate a list of potential Providers and future financing prospects. Once a Member has identified a set of appropriate Providers, the Site provides tools to assist the Member in creating a downloadable lender package which is stored in a "data room." The data room provides a set of contact management tools to handle the interaction with prospective Providers.
LenderExchange is an information service only and is not involved in the actual transaction between Members and Providers. None of the information contained on the Site constitutes a solicitation, offer, opinion, or recommendation by LenderExchange to buy or sell any securities or other financial instruments, nor does it constitute legal, tax, accounting, or financial advice or services regarding the suitability or profitability of any security, investment or financing.
LenderExchange has not made any recommendations regarding the merit of any Provider identified, made any recommendation regarding the financial products offered by a Provider provided by a lender, or endorsed or sponsored any Provider identified on the Site. For that reason, all Users of the Site agree to be responsible for their own due diligence and the legal and regulatory compliance of any transaction they enter into, and LenderExchange makes no representation or assurance about such compliance. Users of the Site are required to provide true and accurate information about their businesses, and to update and maintain such information, but LenderExchange cannot and does not confirm the accuracy of information provided. LenderExchange is not responsible for user-generated content published on the site.
If LenderExchange permits you to input information into the Site, you may not input any information or content that:
- is promotional or in nature, including solicitations for funds or businesses, without the prior written authorization of LenderExchange;
- constitutes junk mail, spam, chain letters, pyramid schemes, or the like;
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, is racially, ethnically or otherwise objectionable, or otherwise violates the legal rights of others;
- you do not have the right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; or
- 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.
LenderExchange reserves the right to edit, restrict or remove any content a User provides for any reason at any time. In addition, LenderExchange does not control the information provided by other Users that is made available through the Site.
4. Intellectual Property; Copyright.
The contents of the Site and any products or services provided or sold by LenderExchange, including the Site's likeness, text, graphics, logos, button icons, images, audio and video clips (if any) and software, as well as the compilation of businesses listed on the Site, are the property of LenderExchange or its content suppliers, and are subject to the copyright or other intellectual property rights of LenderExchange and to the terms of any licenses held by LenderExchange. Such intellectual property is protected by federal and state law. Any unauthorized reproduction, modification, distribution, transmission, republication, display or performance of the content and software on the Site, or of any products or services sold by LenderExchange, is strictly prohibited. Users may copy information from the Site only as may be strictly necessary for Users' own use to view, save, print, or transmit it. Otherwise, no portion of the Site may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by LenderExchange.
By submitting information or other material to us, you grant LenderExchange a perpetual, worldwide, royalty-free, irrevocable, non-exclusive right to use, reproduce, modify, adapt, publish, create derivative works, and distribute such materials or portions of such materials, in any form or medium known or later developed, in furtherance of the terms of this Agreement and the actions and transactions contemplated hereby.
You agree that you will not and will not allow others to decompile, disassemble, reverse engineer, copy, use, merge, disclose, sell or transfer the underlying source code or structure or sequence of LenderExchange's technology or delete or alter author attributes or copyright notices. You shall use the Site solely for your own use and shall not allow others to use the Site under or through your account.
Nothing on the Site or elsewhere should be construed to grant any license or right to use, implied or otherwise, any mark displayed on the Site without the written permission of LenderExchange or the third party owner of the mark. LenderExchange reserves the right, in its sole discretion, to remove any material that infringes or appears to infringe on intellectual property rights owned by others. If you believe that any material contained in the Site infringes your intellectual property, you should notify LenderExchange at email@example.com.
5. Email Notification.
LenderExchange uses email to communicate with Users. You hereby authorize and agree that LenderExchange may communicate with you via email and you consent to receiving any notice required under this Agreement or any other agreement with LenderExchange via email. LenderExchange will use reasonable efforts to honor any request you may have to opt out from receiving emails, but under no circumstance will LenderExchange have any liability for sending any email to its Users and customers.
6. Hyperlink Policy.
Any material downloaded, accessed or otherwise obtained through the Site is obtained at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results therefrom.
LENDEREXCHANGE AND ALL OF ITS THIRD PARTY LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY AND All WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE SITE, INCLUDING THE INFORMATION, DATA, SOFTWARE OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USAGE AS TO THE PERFOMANCE THEREOF, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING , AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. THE SITE AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN "AS IS" BASIS.
NONE OF LENDEREXCHANGE, ITS AFFILIATES, THEIR RESPECTIVE MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE "LENDEREXCHANGE PARTIES") MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE LENDEREXCHANGE SITE, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY. NONE OF THE LENDEREXCHANGE PARTIES SHALL BE SUBJECT TO LIABILITY FOR TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE LENDEREXCHANGE SITE OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE A SOLELY AT YOUR OWN RISK.
EACH USER OF THE SITE MAKE HIS OR HER OWN FINANCING DECISIONS BASED UPON THEIR PERSONAL DUE DILIGENCE INVESTIGATION AND OTHER PERSONAL FINANCIAL CRITERIA. LENDEREXCHANGE IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO THE ACTIONS OR OMISSIONS OF ANYONE USING THE SITE. AS A CONDITION TO YOUR USE OF OUR THE SITE, YOU HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS, CAUSES OF ACTION OR OTHER RIGHTS THAT YOU MIGHT HAVE AGAINST ANY OF THE LENDEREXCHANGE PARTIES ARISING OUT OF OR RELATING TO THE SUBMISSION AND REVIEW OF ANY MATERIALS OR INFORMATION MADE AVAILABLE THROUGH THE SITE.
IN NO EVENT SHALL ANY LENDEREXCHANGE PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM EITHER A PERSON OR ENTITY'S USE OR INABILITY TO USE THE SITE, OR THE SUBMISSION OF ANY MATERIALS VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A LENDEREXCHANGE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to indemnify and hold LenderExchange and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys' fees, made by or resulting from any third party due to or arising out of your use of the Site, breach of this Agreement or the materials it incorporates by reference, or your violation of any law, regulation, order or other legal mandate, or the rights of a third party.
9. Choice of Law; Disputes.
This Agreement is governed by the laws of the State of Florida, without giving effect to its conflict of laws provisions and as if this Agreement was a contract wholly entered into and wholly performed within the State of Florida. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in Palm Beach County, Florida, for any and all disputes, claims and actions arising from or in connection with these Terms and Conditions. In any dispute arising under these Terms and Conditions, the prevailing party will be entitled to reasonable attorneys' fees and expenses.
Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to this Agreement or the Site, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration held in West Palm Beach, Florida under the rules of the American Arbitration Association in effect from time to time. The claims shall be governed by laws of the State of Florida, without regard to conflict of law rules, and the enforceability of this arbitration agreement shall be governed by the Federal Arbitration Act. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding.
LenderExchange reserves the right to refuse service, terminate relationships, and/or cancel orders in its discretion.
This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter herein. You may not assign this Agreement, or assign, transfer or sublicense your rights, if any, in the Site. A failure to act with respect to a breach by you or others does not waive LenderExchange's right to act with respect to subsequent or similar breaches. In the event that any provision or any portion of any provision of this Agreement shall be held to be void or unenforceable, the remaining provisions of this Agreement (and the balance of any provisions held void or unenforceable in part only) shall continue in full force and effect.
If you do not agree with any part of these terms and conditions, or you have dispute or claim against LenderExchange or its supplier or affiliates with respect to this agreement, you should immediately refrain from using the Site.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LENDEREXCHANGE WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, WRITTEN OR ORAL, AND ANY OTHER COMMUNICATION BETWEEN YOU AND LENDEREXCHANGE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
Should you have any questions concerning this Agreement, please email LenderExchange at firstname.lastname@example.org.