Website Usage Terms & Conditions Agreement

The following terms constitute a binding agreement ("Agreement") between you (“You” or “Your”) and NoteTradeX LLC. This Agreement will govern all purchases of notes, loans, pools that include notes (individually and collectively, “Notes”) and purchase agreements for the sale of property (individually and collectively “Purchase Agreements”) posted on NoteTradeX’ website at www.NoteTradeX.com and any subdomain thereof (the “Site”). Please read this Agreement and the terms of use for the Site ("Terms of Use") carefully and print and retain a copy of these documents for your records. Your registration and continued use of the Site constitutes Your agreement and acceptance without change of these terms and conditions. In addition, as a condition of Your use of the Site, You represent and warrant to NoteTradeX that You will not use the Site for any purpose that is unlawful or prohibited by these terms and conditions. If You do not agree and accept these terms and conditions, Your use of the Site and the services offered thereon is prohibited. We may amend this Agreement at any time by posting the amended terms on this Site and giving You notice thereof. All amended terms shall automatically be effective upon posting. Your continued use of the Site after receiving Notice of an amendment to this Agreement shall constitute Your agreement to be bound by those amended terms. This Agreement sets forth the entire understanding and agreement between You and us with respect to the subject matter hereof.
Introduction By using NoteTradeX, You acknowledge and agree that you are a prospective purchaser or seller of Notes or Purchase Agreements posted on the Site or an authorized agent for such prospective purchaser or seller and desire to enter into secondary market transactions through the purchase or sale of Notes or Purchase Agreements. NoteTradeX provides the Site for the sole purpose of providing a forum that allows users of the Site (“Users”) to make introductions and offer and sell to each other and buy Notes and Purchase Agreements. All contracts for sale made between Users are exclusively between the respective Users. NoteTradeX is not a party to any such contracts. NoteTradeX does not make a market in Notes or Purchase Agreements nor does it provide advisory or consulting services to Users. NoteTradeX has no control over the actions of any User and makes no representations, warranties, assurances or assessments regarding the existence, quality or suitability of any proposed transaction, Notes or Purchase Agreements, the truth accuracy or completeness of any Notes, Purchase Agreements, listings and content posted on the Site by Users, the documents provided by prospective sellers of Notes and Purchase Agreements, the legality of any transaction proposed or completed by a User; the ability of sellers to sell Notes or Purchase Agreements, the ability of buyers to pay for Notes or Purchase Agreements or that a buyer or seller will actually complete a transaction. You understand and agree that Your use of the Site and the purchase or sale of Notes or Purchase Agreements posted on the Site are entirely at Your own risk. NoteTradeX will provide the medium through which Notes and Purchase Agreements can be posted on the Site. NoteTradeX does not represent, warrant or guarantee that any of the information provided by Users will be true, accurate, correct or complete. Users acknowledge and agree that (i) it is the sole responsibility of the seller of Notes or Purchase Agreements sole responsibility to ensure the accuracy and validity of the Notes or Purchase Agreements, as the case may be, and supporting documentation, (ii) it is the sole responsibility of the buyer of Notes or Purchase Agreements , to conduct complete due diligence with respect to all information and supporting documentation provided by the seller prior to purchasing Notes or Purchase Agreements; and (iii) NoteTradeX makes no representations, warranties, assurances or assessments regarding the existence, quality or suitability of any proposed transaction, Notes, Purchase Agreements, the truth accuracy or completeness of the Notes and Purchase Agreements, listings and content posted on the Site by Users, the documents provided by prospective sellers of Notes or Purchase Agreements, the legality of any transaction proposed or completed by a User; the ability of sellers to sell Notes or Purchase Agreements, the ability of buyers to pay for Notes or Purchase Agreements or that a buyer or seller will actually complete a transaction. By using the Site, You acknowledge and agree that (i) NoteTradeX is not responsible or liable for (a) other Users' content, actions, inactions, performance, non-performance, (b) the Notes or Purchase Agreements You post, sell or buy or (c) the actions, inactions, performance or non-performance of escrow agents or brokers, (ii) You will not hold NoteTradeX responsible or liable for (a) other Users' content, actions, inactions, performance or non-performance, (b) the Notes or Purchase Agreements You post, sell or buy or (c) the actions, inactions, performance or non-performance of escrow agents or brokers, and (iii) NoteTradeX is not acting as agent, fiduciary or broker in the listing, purchase or sale of Notes or Purchase Agreements. NoteTradeX does not transfer legal ownership of Notes or Purchase Agreements between users and nothing in this agreement shall modify the governing provisions of California Commercial Code § 3203 and Uniform Commercial Code §3-203. YOU EXPRESSLY WAIVE AND RELEASE NoteTradeX, LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES AGENTS, PARENTS, SUBSIDIARIES AND AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING IN ANY WAY FROM YOUR PURCHASE OR SALE OF ANY NOTE OR PURCHASE AGREEMENT LISTED ON THE SITE. If You are a California resident, You hereby irrevocably and forever waive any and all rights they may have under California Civil Code Section 1542 with respect to the foregoing release. You acknowledge and agree that You understand that Section 1542 provides that: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor” and that You have been fully informed by your counsel concerning the effect and import of this waiver under California Civil Code Section 1542 and other requirements of law.

Transaction Rules “Seller” shall mean a person or entity selling Notes or Purchase Agreements posted on the Site.

“Buyer” shall mean a person or entity purchasing Notes or Purchase Agreements posted on the Site.

Transactions for Notes Offer amounts are nonbinding until a Purchase and Sale Agreement has been signed by both the Seller and Buyer. Within three (3) business days after the Parties agree upon and indicative offer (the “Indicative Offer”), Seller shall upload to the NoteTradeX Website all documents Seller has in his/her/its possession concerning the Notes that are the subject of the Indicative Offer (collectively, the “Due Diligence Documents”). Buyer shall have seven (7) business days from the uploading of the Due Diligence Documents to review the Due Diligence Documents and notify Seller that Buyer accepts or rejects the Indicative Offer, or may make a counter-offer (the “Due Diligence Period”). In the event Buyer makes a counter-offer, Seller shall notify Buyer that it accepts or rejects the counter-offer within seven (7) business days of the close of the Due Diligence Period. The Due Diligence Period may extended by agreement between the Parties. The acceptance of a final offer shall be deemed an approval of the transaction All transactions for Notes shall be governed by and be completed using the Mortgage Loan Purchase and Sale Agreement provided on the Site by NoteTradeX (the “Purchase and Sale Agreement”), the terms of which shall not be revised, amended or otherwise modified by to the parties to the transaction. A proposed transaction becomes a binding obligation when Buyer and Seller execute the Purchase and Sale Agreement. Buyer and Seller each have the right to rescind an offer or cancel a proposed transaction at any time prior to the execution of the Purchase and Sale Agreement by both parties. All communications, negotiations and offers made between prospective Note purchasers and sellers regarding the purchase or sale of a Note shall be made exclusively through the communication means provided by the Site and be solely between Buyer and Seller and not NoteTradeX.

Transactions for Purchase Agreements Offer amounts are nonbinding until an Assignment and Assumption of Purchase Agreement has been signed by both the Seller and Buyer. Within three (3) business days after the Parties agree upon and indicative offer (the “Indicative Offer”), Seller shall upload to the NoteTradeX Website all documents Seller has in his/her/its possession concerning the Purchase Agreements that are the subject of the Indicative Offer. Buyer shall have three (3) business days from the uploading of the Due Diligence Documents to review the Due Diligence Documents and notify Seller that Buyer accepts or rejects the Indicative Offer, or may make a counter-offer (the “Due Diligence Period”). In the event Buyer makes a counter-offer, Seller shall notify Buyer that it accepts or rejects the counter-offer within three (3) business day of the close of the Due Diligence Period. The Due Diligence Period may extended by agreement between the Parties. The acceptance of a final offer shall be deemed an approval of the transaction All transactions for Purchase Agreements shall be governed by and be completed using the Assignment and Assumption of Purchase Agreement provided on the Site by NoteTradeX (the “Assignment and Assumption Agreement”), the terms of which shall not be revised, amended or otherwise modified by to the parties to the transaction. A proposed transaction becomes a binding obligation when Buyer and Seller execute the Assignment and Assumption. Buyer and Seller each have the right to rescind an offer or cancel a proposed transaction at any time prior to the execution of the Assignment and Assumption of Purchase Agreement by both parties. All communications, negotiations and offers made between prospective Purchase Agreements purchasers and sellers regarding the purchase or sale of Purchase Agreements shall be made exclusively through the communication means provided by the Site and be solely between Buyer and Seller and not NoteTradeX.

Purchaser/Investor Suitability You acknowledge and agree that investments in performing and non-performing Notes or Purchase Agreements are appropriate only for investors who have no need for immediate liquidity in their investments and who have adequate means of providing for their current financial needs, obligations, and contingencies, even if such investment results in a total loss. Investment in Notes or Purchase Agreements involves a degree of risk and is suitable only for an investor whose business and investment experience, either alone or together with a purchaser representative, renders the investor capable of evaluating each and every risk of their investment.

Warranties and Representations Buyer Buyer warrants and represent that Buyer is duly and legally authorized to enter into the transaction for the purchase of the Note and has the power and licenses, permits, authorizations and approvals (governmental, corporate or otherwise) necessary to complete the transaction and perform the obligations of the transaction for the purchase of the Notes or Purchase Agreements.

Seller Seller warrants and represents that Seller owns the Notes and is duly organized, validly existing, and legally authorized to enter into an agreement for the sale of and sell Notes. Seller further warrants and represents that for each transaction for Notes posted on the Site, Seller is in possession of a collateral file relating to the Notes consisting of at a minimum, the original promissory note, the original deed/mortgage, the original chain of assignments and the original allonge(s), if applicable. Should Seller not be able to furnish any of the foregoing documents, Seller must provide Buyer with a written letter indicating the missing documents. Buyer and Seller may mutually agree upon substitute documents (including a lost note affidavit and certified copies of the deed and assignments, or any other documents that are required to complete the transaction) prior to acceptance of a final offer by Buyer.

Agency Relationships If You are acting as an agent for the holder(s) of Notes or Purchase Agreements or acting as an agent for a Buyer, and want to utilize the Site, You may only use the Site if You are authorized by the current beneficiaries who are the holder(s) of the Notes or Purchase Agreements, as the case may be, to act on their behalf. By using the Site, You are personally and expressly representing that you have such authority and you further agree to indemnify, defend and hold harmless all Indemnified Associates relating to any claims made by the holder(s) of the Notes or Purchase Agreements. You agree to be personally liable to the Indemnified Associates, regardless of whether You are also acting or claiming to act on behalf of an entity or other third party.

Fees If You enter into an agreement to purchase or sell Notes or Purchase Agreements posted on the Site, as compensation to NoteTradeX for the Parties use of the Internet-based communications platform made available on this Site, You shall pay NoteTradeX the fees in the amounts and in accordance with the terms set forth at http://www.fciexchange.com/seller-listing-processing-fee.php (“Fees”). All Fees must be paid to NoteTradeX no later than two (2) business days after the Purchase and Sale Agreement or the Assignment and Assumption of Purchase Agreement, as the case may be, is signed by the Buyer and Seller. If a transaction is cancelled after the Purchase and Sale Agreement or the Assignment and Assumption of Purchase Agreement, as the case may be, is signed by the Buyer and Seller, the Buyer and Seller’s obligations to pay Fees to NoteTradeX remain in full. If a Buyer or Seller fails to perform its obligations under the Purchase and Sale Agreement or the Assignment and Assumption of Purchase Agreement, as the case may be, the non-performing party shall not be entitled to a refund of its Fees; and NoteTradeX will refund the Fees paid by the performing party. In addition, the non-performing party shall be prohibited from buying or selling notes on the Site unless and until the non-performing reimburses NoteTradeX for any Fees refunded by NoteTradeX to the performing party.

Confidentiality You agree that any information provided by Users through the Site and all information and documentation provided in connection with the Notes or Purchase Agreements, including, without limitation, personal information, the Notes themselves or the Purchase Agreements themselves (“Non-Public Information”) is for the sole use of evaluating Notes or Purchase Agreements and potential transactions to purchase and sell Notes or Purchase Agreements. Non-Public Information may be disclosed to Your officers, agents, employees, or representatives including Your attorneys, accountants and investment advisors (“Approved Associates”), or otherwise required by law for the sole purpose of evaluating Notes or Purchase Agreements and potential transactions to purchase and sell Notes or Purchase Agreements who have knowledge of this Agreement and agreed to be bound by these confidentiality provisions. You agree that neither You nor any person acting on Your behalf will contact borrowers, property owners, or tenants/residents of the residences covered by the Notes or Purchase Agreements listed on the Site unless and until You own the Note or Purchase Agreement or required by law. You agree that all contact between You and other Users regarding the potential purchase or sale of Notes or Purchase Agreements listed on the Site will be facilitated through the Site or directly with the Seller or Buyer (as those terms are defined in Section 5 below) as permitted by these Terms of Use. Notwithstanding the foregoing, You shall (a) comply with all federal, state and local laws and regulations governing or relating to privacy rights in relation to such information, including the Gramm-Leach-Bliley Act, (b) disclose such information as necessary to meet all legal and regulatory requirements, and (c) implement and observe procedures and measures as necessary to ensure the security and confidentiality of such information. You shall indemnify, defend and hold harmless NoteTradeX and officers, agents, employees, and representatives including attorneys, accountants, and investment advisors (collectively, “Indemnified Associates”) from and against all suits, claims, causes of action, liabilities, losses, damages or expenses of any kind (including attorney’s fees and expenses) incurred or suffered by any Indemnified Associate arising out of or in connection with Your improper use of the Site, Your breach of this Agreement, including without limitation the unauthorized use or disclosure of the Non-Public Information in violation of this Agreement, Your violation of any law or the rights of a third party and any negligent or intentional acts or omissions in relation to this Agreement by You or an Approved Associate. Your obligations shall survive the expiration or termination of this Agreement.

Limitation of Liability THE SITE IS OPERATED BY NoteTradeX, LLC ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, NoteTradeX, LLC ITS RESPECTIVE AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE "NoteTradeX BUSINESSES") MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE MATERIALS ON THE SITE FOR ANY PURPOSE. ALL SUCH MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE NoteTradeX BUSINESSES SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE. THE NoteTradeX BUSINESSES SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THE SITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THE SITE. YOUR USE OF THE SITE IS AT YOUR OWN RISK.

NoteTradeX, LLC DOES NOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO OR OPERATION OF THE SITE AS ACCESS TO AND THE OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF ITS CONTROL. IN NO EVENT SHALL EITHER THE NoteTradeX BUSINESSES OR THEIR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES ,ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, OR THE DELAY OR INABILITY TO ACCESS OR USE THE SITE OR OTHERWISE ARISING IN CONNECTION WITH THE SITE OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY USER OF THE SITE EVEN IF THE NoteTradeX BUSINESSES HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS DISCLAIMER OF LIABILITY APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER THE

HOMEOWNERS HUB BUSINESSES NOR ANY OF THEIR AFFILIATES ARE LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. WITHOUT LIMITING THE FOREGOING, THE NoteTradeX BUSINESSES DO NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, USEFUL, TIMELY OR CURRENT OR THAT THE SITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR. NoteTradeX’ PERFORMANCE OF THIS AGREEMENT IS SUBJECT TO EXISTING LAWS AND LEGAL PROCESS, AND NOTHING CONTAINED IN THIS AGREEMENT IS IN DEROGATION OF NoteTradeX’ RIGHT TO COMPLY WITH LAW ENFORCEMENT REQUESTS OR REQUIREMENTS RELATING TO YOUR USE OF THE SITE OR INFORMATION PROVIDED TO OR GATHERED BY HOMEOWNERS HUB WITH RESPECT TO SUCH USE.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100.

General If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by You or other Users does not waive its right to act with respect to subsequent or similar breaches. NoteTradeX is not obligated to take action against any or all breaches of this Agreement. To the extent that there is a conflict between any of the provisions of this Agreement and any of the provisions of the NoteTradeX’ Terms of Use, the provisions of this Agreement shall be controlling. The following Sections survive any termination of this Agreement: 1, 4, 5, 6, 7 and 8. If a dispute arises between you and NoteTradeX, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and NoteTradeX agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to the Contact Us help page on the Site. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against NoteTradeX arising out of or relating to this Agreement, the Site or any Notes or Purchase Agreements purchased or sold through the Site must be resolved exclusively by a state or federal court located in Orange County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Orange County, California for the purpose of litigating all such claims or disputes. Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online or be solely based on written submissions, the specific manner shall be chosen by mutual agreement of the parties; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All arbitrations held pursuant to this Agreement shall take place in Orange County, California. Improperly Filed Claims - All claims that You bring against NoteTradeX must be resolved in accordance with the terms of this Agreement. All claims filed or brought contrary to the terms of this Agreement shall be deemed improperly filed; and should You file a claim against NoteTradeX contrary to the terms of this Agreement, NoteTradeX shall be entitled to its attorneys' fees and costs incurred in connection with seeking to dismiss or transfer the improperly filed claim.