User Account Agreement

The purpose of LendTrade, LLC’s (“LendTrade’s”) website platform and services is to assist certain experienced loan traders with identifying buyers or sellers who may be interested in entering into transactions involving certain financial instruments.

Before generating an account for or using LendTrade’s website platform available at https://lendtrade.com, you must read the LendTrade Account Agreement (“Agreement”) carefully and accept its terms. Throughout this agreement, references to “we” and “us” refer to LendTrade, and references to “you” and “your” refer to the Member, as defined in this Agreement.

  1. Acceptance of this Agreement

    1. The following terms and conditions, together with any documents they expressly incorporate by reference, govern use of and access to the LendTrade website and all content, functionality, services and products available at or through the LendTrade platform available at https://lendtrade.com (the “LendTrade Platform”). By accepting the terms of this Agreement, you hereby agree to abide by this Agreement and, without limitation, the Privacy Policy, the Terms of Use, as well as the terms of documents incorporated by reference. If you do not agree to abide by the terms of this Agreement you shall not be granted access or use of the LendTrade Platform. In the event of any inconsistency between this Agreement and the Terms of Use, this Agreement controls.

    2. LendTrade may in its sole discretion modify this Agreement at any time. LendTrade will advise you of any such modifications by posting the revised terms on the LendTrade Platform. You agree posting the revised Agreement on the LendTrade Platform is actual notice to you of the revisions.

    3. You acknowledge your use of the LendTrade Platform is manifestation of your continuing acceptance of and agreement to be bound by the version of this Agreement in effect at any particular time. By using and accessing the LendTrade Platform, you acknowledge and agree to review the current version of this Agreement prior to or at the initiation of each such use.

    4. If you do not agree to be bound by the terms of this Agreement, you are required to cease all use of the LendTrade Platform.

  2. Access/Registration.

    1. You acknowledge the LendTrade Platform is available only to agents of entities that meet LendTrade’s qualifications. LendTrade’s qualifications, at a minimum, require that anyone who registers for LendTrade Platform must be or represent “Qualified Parties,” which means they must come within one of the following categories: (i) any bank, savings and loan association or insurance company, (ii) any corporation, limited liability company, partnership or trust with total assets in excess of $5 million, (iii) any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1 million, excluding the value of the primary residence of such person, (iv) any natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year, or (v) any entity in which all of the equity owners are Qualified Parties. Further, in order to use the LendTrade Platform, you acknowledge that you are or represent a principal buyer or seller and will not use the LendTrade Platform to provide broker, middleman, or intermediary services. LendTrade reserves the right to modify the criteria for qualification to be a Member at any time, for any reason.

    2. To become a "Member," you must register with LendTrade for a “Member Account,” including the access credentials of a valid username and password. Each individual who meets the qualifications of this Agreement and does open a Member Account is a “Member.” Only Member Accounts may access certain features of the LendTrade Platform. LendTrade can change the requirements to access any portion of the LendTrade Platform in its sole discretion, including changes that result in you no longer having access to all or a portion of the LendTrade Platform. LendTrade may require Members to provide other information in order to register for a Member Account.

    3. By registering for the LendTrade Platform, Members represent they are agents for a Qualified Party, are properly authorized by their Qualified Party and LendTrade to open and operate an account on the LendTrade Platform, and may transact on behalf of the Qualified Party.

    4. Members can request full access to the LendTrade Platform and become “Full Access Members.” Before anyone can become a Full Access Member, LendTrade must approve your request. LendTrade makes no commitment that it permit any particular person to become a Full Access Member, nor will LendTrade be obligated to provide the unique electronic invitation upon request. LendTrade retains sole discretion over who may become and remain a Member and Full Access Member.

    5. Your right to access and use the LendTrade Platform, including your Member Account and, user identification and password, is personal to you and is not transferable by you to any other person or entity. You are fully responsible for all activities that occur under your Member Account. LendTrade, will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

    6. You understand you are responsible for maintaining the confidentiality of your password which, together with your user identification, allows you to access the LendTrade Platform. Your username and password, together with other contact information, including business address and email addresses you provide comprise your “Registration Information.” You represent the information provided to generate your Member Account is complete and accurate, and the individual opening and operating the account is properly authorized to manage this account and transact on behalf of the Qualified Party. If you become aware of any unauthorized use of your Registration Information or Member Account you agree to notify LendTrade immediately.

    7. You consent to LendTrade providing notices and otherwise communicating with you via the email address(es) you provide. It is your responsibility to update or change that address from time to time to ensure its accuracy.

    8. LendTrade reserves the right, in its sole discretion, to block or otherwise discontinue your access and use of the LendTrade Platform at any time and for any reason. You agree LendTrade shall not be liable to you or to a third party for any such modification, suspension, or discontinuance.

    9. LendTrade reserves the right, in its sole discretion, without any notice, to modify the LendTrade Platform and to suspend and/or deny access to the LendTrade Platform for scheduled or unscheduled maintenance, upgrades, or improvements.

  3. LendTrade Platform Use.

    1. All Members of the LendTrade Platform will be asked to answer questions about their interest in buying or selling certain financial instruments.

    2. All Members will receive monthly emails that detail opportunities to buy or sell certain financial instruments identified in this Agreement (“Monthly Opportunity Listing”).

    3. Full Access Members can post data elements regarding the financial instruments the Full Access Member is interested in buying or selling that will be visible to the other Full Access Members and non-Members (“Opportunities”). Data elements will be visible to Members and non-Members on the LendTrade Platform and the Monthly Opportunity Listing, unless the Full Access Member requests that certain data elements not be visible to Members and/or nonMembers. Full Access Members are not required to provide any particular data element. The data elements LendTrade requests from each Full Access Member are subject to change, in LendTrade’s sole discretion.

    4. All Full Access Members must state whether they are willing to pay LendTrade a fee if the Full Access Member is able to enter into a transaction with a counterparty who was introduced to the Full Access Member through LendTrade, and/or the LendTrade Platform.

    5. Opportunities will be viewable by Members and Non-Members. An Opportunity does not constitute a firm offer to buy orsell. No Full Access Member is required or committed to buy or sell by reason of using the LendTrade Platform. All terms and conditions of any agreement to buy and sell a financial instrument must be established by the buyer and seller, in their sole discretion, independent of the LendTrade Platform.

    6. The only information available on the LendTrade Platform will be data elements related to the following financial instruments:

      1. Notes delivered in consumer financing;

      2. Notes secured by a mortgage on a home;

      3. Short-term notes secured by a lien on a small business or some of its assets;

      4. Notes evidencing a “character” loan to a bank customer;

      5. Short-term notes secured by an assignment of accounts receivable;

      6. Notes which simply formalize an open-account debt incurred in the ordinary course of business (particularly if it is collateralized); and

      7. Notes evidencing loans by commercial banks for current operations.

    7. You are not permitted to provide any data elements regarding any securities as defined under applicable federal or state law. You acknowledge LendTrade and the LendTrade Platform are not a broker, dealer, investment advisor, or securities exchange.

    8. LendTrade will compare Opportunities on the LendTrade Platform. LendTrade will attempt to match or provide recommendations to Members that might want to enter into a transaction regarding the financial instruments described in the Opportunity.

    9. If you are interested in entering into a transaction with another Member on the LendTrade Platform, you will provide notice to LendTrade of that desire. Prior to any introduction between Members interested in an opportunity, LendTrade will enter into a fee agreement related to that opportunity. If neither you nor the other Member enter into a fee agreement with LendTrade, then LendTrade will not facilitate an introduction between you and the other Member.

    10. LendTrade will not handle any funds or documents related to a transaction between a buyer and seller.

    11. LendTrade has not conducted any due diligence, certification or other investigation with respect to any Opportunity. You are responsible for assuring that any sale and purchase complies with all applicable laws and regulations.

    12. LendTrade has no obligation to monitor Opportunities. However, LendTrade reserves the right to review materials and information of any Opportunity and to remove any Opportunity in its sole discretion.

    13. You represent, warrant and agree to submit accurate Registration Information and, to the best of your knowledge, any other information or material you provide to the LendTrade Platform, or otherwise provide to LendTrade or the LendTrade Platform. You agree to update your Registration Information and any other information or material you provide to LendTrade, via the LendTrade Platform or otherwise, as soon as you become aware of any mistake, misrepresentation, or change so it is accurate to the best of your knowledge.

    14. You agree that you will be responsible for all statements made, and acts or omissions that occur, through the use of your Member Account. Any action or omission to act occurring on the LendTrade Platform through the use of your user identification and password shall be considered to have been made by you and any communication that LendTrade receives under your user identification and password shall be considered to have been made by you. LendTrade specifically disclaims any liability with regard to any Opportunity and any actions resulting from your use of the LendTrade Platform.

    15. Membersgrant LendTradean irrevocable license to use, display, reproduce and distribute anydata that Membersprovideto LendTrade, subject only to the terms of this Agreement.

  4. Limitations.

    You agree that you will not interfere with any other party’s use and enjoyment of the LendTrade Platform; and you agree that you will not:

    1. Download or copy information or Opportunities for the benefit of a third party;

    2. Advertise or offer to sell or buy any goods or services for any business purpose (other than the sale of financial instruments disclosed in Opportunities);

    3. Use or attempt to use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor any portion of the LendTrade Site, including the LendTrade Platform, without LendTrade’s express written consent, which may be withheld in LendTrade’s sole discretion;

    4. Reproduce, duplicate, copy, sell, resell, or otherwise exploit the site or any portion of this site for any commercial purpose except as set forth herein;

    5. Frame or utilize framing techniques to enclose any non-owned copyrighted material, trademark, logo, or other proprietary information (including images, text, page layout, or form) of LendTrade or any other rights holder;

    6. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

    7. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;

    8. Upload files that contain software or other material protected by intellectual property laws (or by rights or privacy or publicity) unless you own or control the rights thereto or have received all necessary consents;

    9. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;

    10. Use any meta tags or any other "hidden text" utilizing the name or trademarks of any third party rights holder without their express written consent;

    11. Post or transmit or attempt to post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the LendTrade Platform;

    12. Use the website for unauthorized or unsolicited junk, bulk email, chain mail or spamming;

    13. Harvest or otherwise collect information about others, including e-mail addresses, without their consent;

    14. Restrict or inhibit any other Member from using and enjoying the LendTrade Platform;

    15. Reverse engineer or otherwise decipher, decompile, disassemble or derive any source code or underlying algorithms or ideas of any part of the website; or

    16. Engage in any of the activities prohibited in Section 8.

  5. No Confidentiality.

    1. The data elements for Opportunities do not request any consumer information as defined by the Interagency Guidelines Establishing Information Security Standards (“Interagency Guidelines”) which implement the Gramm-Leach-Blilely Act (“GLBA”). Since the information you provide to LendTrade via the LendTrade Platform or otherwise is not consumer information within the meaning of GLBA, LendTrade has no obligation to maintain the confidentiality of any information you provide for Opportunities. For the avoidance of doubt, you agree you shall not use the LendTrade Platform to transmit any consumer information of any kind, via Opportunity or otherwise. No borrower, loan, or note documentation of any kind shall be uploaded to the LendTrade Platform or otherwise transmitted to LendTrade.

    2. You will not provide sensitive borrower information as defined by the GLBA implementing Interagency Guidelines, including but not limited to a borrower’s name, address, or telephone number, in conjunction with the borrower’s social security number, driver's license number, account number, credit or debit card number, or a personal identification number or password that would permit access to the borrower’s account. Sensitive borrower information also includes any combination of components of borrower information that would allow someone to log onto or access the borrower/s account, such as user name or password or password and account number.

    3. Your Registration Information will not include any non-public personally identifiable information as defined by applicable state law. You acknowledge that LendTrade has no obligation to keep your Registration Information confidential.

    4. LendTrade does not make any representation, warranty, or guaranty regarding the security of any information on the LendTrade Platform.

    5. Regarding data elements of Opportunities that you request not to be disclosed to Members and non-Members, LendTrade only agrees that it will not disclose those data elements to members or Non-Members. LendTrade does not represent or warrant that such information will be secure from individuals or entities that gain unauthorized access to the LendTrade Platform.

  6. Indemnification, Warranties, Limitation of Liability.

    1. You agree to defend, indemnify and hold harmless LendTrade, and its members, directors, officers, shareholders, affiliates, subsidiaries, employees and agents (each, a “LendTrade Indemnified Party”), against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements (including reasonable attorneys’ fees) of any kind or nature that may be imposed upon, incurred by, or asserted against any LendTrade Indemnified Party in any way relating to or arising out of this Agreement, your use of the LendTrade Platform, or any eventual transaction involving you and another Member. This indemnification provision covers, but is not limited to, claims for breach of contract, negligence, or any other civil or criminal action arising as a result of a transaction between you and another LendTrade Platform Member, or resulting from your use of the LendTrade Platform.

    2. LENDTRADE HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND OTHER INFORMATION PROVIDED BY OR POSTED BY MEMBERS WITHIN THE LENDTRADE PLATFORM OR ELSEWHERE, INCLUDING, BUT NOT LIMITED TO, ALL EXPRESS WARRANTIES, IMPLIED WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY, WARRANTIES REGARDING NONINFRINGEMENT AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY TYPE, IRRESPECTIVE OF HOW SUCH WARRANTIES OR REPRESENTATIONS ARE FRAMED, CLASSIFIED, OR PRESENTED. MEMBER HEREBY ACKNOWLEDGES AND AGREES THAT ANY WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY TYPE, PROVIDED BY MEMBERS ARE TO BE PURSUED AND ENFORCED STRICTLY AGAINST SUCH PERSONS AND ENTITIES, AND THAT SUCH WARRANTIES, GUARANTEES, AND REPRESENTATIONS WILL NOT BE ENFORCED AGAINST LENDTRADE.

    3. EACH OF LENDTRADE, ITS OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, AFFILIATIES, SUBSIDIARIES, EMPLOYEES OR AGENTS (EACH, A “LENDTRADE PARTY”) SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO ANY LENDTRADE SITE, YOUR USE OF ANY LENDTRADE SERVICE, OR THIS AGREEMENT, EVEN IF A LENDTRADE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    4. THE CONTENT OF ANY LENDTRADE SITE AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH ANY LENDTRADE SERVICE OR OTHERWISE PROVIDED BY LENDTRADE LLC ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. LENDTRADE MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED AS TO THE OPERATION OF ANY LENDTRADE SITE OR LENDTRADE SERVICE, FITNESS FOR ANY PARTICULAR PURPOSE OR NONINFRINGEMENT OF THOSE OPERATIONS.

    5. LENDTRADE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, THAT CONTENT PROVIDED BY ANY MEMBER OR THIRD-PARTY THAT MAY BE AVAILABLE THROUGH ANY LENDTRADE SITE OR ANY LENDTRADE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. YOU EXPRESSLY AGREE YOUR USE OF ANY LENDTRADE SITE OR LENDTRADE SERVICE IS AT YOUR SOLE RISK.

    6. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE AGGREGATE TOTAL LIABILITY FOR ALL LENDTRADE PARTIES TAKEN AS A WHOLE TO YOU FOR ANY CAUSE OF ACTION REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AGGREGATE AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO LENDTRADE LLC WITHIN THE PRECEDING TWELVE (12) CONSECUTIVE CALENDAR MONTHS, IF ANY. YOU AGREE THAT ANY CAUSE OF ACTION AGAINST ANY LENDTRADE PARTY ARISING OUT OF OR RELATED TO YOUR USE OF ANY LENDTRADE SITE OR LENDTRADE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, ANY SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

  7. Prohibited Uses and Activities.

    LendTrade considers certain activity to be strictly prohibited under the terms of this Agreement. You agree to obey all applicable rules and regulations in using the LendTrade Platform, and agree that you are responsible for the contents of your submissions or communications through the platform, including any and all terms provided in an Opportunity. The examples of prohibited uses and activities listed herein are non-exclusive and are provided solely for guidance to you. LendTrade, at its sole discretion, reserves the right to discontinue using your submission for any unlawful use. You agree to indemnify LendTrade for any such violation of this Section or any other Federal, State or local law. In the event of uncertainty as to whether any contemplated use or activity is permitted, please contact LendTrade for assistance. In addition to any other illegal uses or activities, the following constitute violations:

    1. Copyright, Patent or Trademark Infringement: Using the LendTrade Platform to provide any material that infringes any copyright, trademark, patent, trade secret, or other proprietary rights of any rights holder without their express authorization, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of digital or other photographs from magazines, books, or other copyrighted sources, the digitization and distribution of any other form of copyrighted image or trademark, and the unauthorized transmittal of any other form of intellectual property. All LendTrade content, compilation of Content, and software included or used on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, is the property of LendTrade or its content suppliers and are protected by United States and international copyright laws.

    2. Unlawful Use: Using the LendTrade Platform to engage in activities that are contrary to applicable laws or regulations, including any federal, state or local banking or lending law or regulations, including any consumer finance protection law or borrower personal privacy law.

    3. Fraudulent Activity: Using the LendTrade Platform for any purpose that is unlawful, fraudulent, in contravention of any other agreement or prohibited by this Agreement, or that could give rise to any civil or criminal liability. Including but not limited to unregistered sales of securities or securities fraud.

    4. Collection of Personal Data: Using the LendTrade Platform to collect, or attempt to collect, personal information about third parties without their knowledge or consent in violation of applicable state or federal law.

    5. Securities: Using the LendTrade Platform to engage in any activities contrary to any federal, state, or local securities laws or regulations, or to otherwise make any offer to sell or buy or make a solicitation to buy or sell any “security”, as that term is defined in the Securities Act of 1933, or to purchase with other than for investment purposes or with a view to distribute.

  8. Not a Registered Exchange, Financial Planner, Investment Adviser or Tax Adviser.

    1. LendTrade does not, through the LendTrade Platform or otherwise, provide or intend to provide any legal, tax, investment or financial advice. LendTrade is not:

      1. A registered exchange under the Securities Exchange Act of 1934;

      2. A registered investment adviser under the Investment Advisers Act of 1940; or

      3. A financial or tax planner, and does not offer legal advice to any Member of the LendTrade Platform.

      4. LendTrade strongly suggests that you obtain additional information and advice from your legal or financial advisers who are fully aware of your individual circumstances.

    2. No Solicitation to Purchase, Buy, or Sell a Security. LendTrade is not making, and nothing contained in the LendTrade Platform or any LendTrade service is an offer to buy or sell or a solicitation to buy or sell any “security”, as that term is defined in the Securities Act on 1933, or applicable state law.

  9. Intellectual Property.

    1. Limitations on Use. You hereby agree not to make any use of any of the material or content, including copyrighted material and all other proprietary information or processes used or appearing on the LendTrade Platform, or otherwise accessed by use of the LendTrade Platform, beyond the authorized use described in this Agreement, without the express written permission of LendTrade. This Agreement does not grant, by implication, estoppel, or otherwise, any license or right in any LendTrade or third party intellectual property or proprietary information, and all right, title and interest in and to such property will remain (as between the parties) solely with LendTrade or the other third part rights holder. Any trademarks, service marks, graphics and logos used in connection with the LendTrade Platform may be the trademarks of LendTrade or other third parties. Your use of the LendTrade Platform grants you no right or license to reproduce or otherwise use any LendTrade or third-party trademarks, copyrights or patents.

    2. Reporting Copyright Violations. If you believe that a Member of the LendTrade Platform has violated or is violating your copyright rights due to that Member’s illegal, unlawful, or otherwise improper conduct, you (the copyright owner) or your agent may submit a notification pursuant to the Digital Millennium Copyright Act 17 U.S.C. § 512(c)(3) ("DMCA") by providing our Copyright Agent with the following information in writing: a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit LendTrade to locate the material; information reasonably sufficient to permit LendTrade to contact you, such as an address, telephone number, and, if available, an email address; a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid. LendTrade’s designated Copyright Agent to receive notifications of claimed infringement is: LendTrade, LLC. 16105 Sharon Ct., Urbandale, Iowa 50323 c/o Steven Schipper.

  10. Your Information.

    1. Member Information. You hereby agree and acknowledge that LendTrade may utilize electronic means of information capture and usage such as cookies, domain name and host capture, browser software capture, IP address capture, and the like. LendTrade reserves the right to collect and use such information in accordance with generally accepted industry practices.

    2. LendTrade’s Privacy Policy. For information about LendTrade’s data protection practices, please read LendTrade’s Privacy Policy in its entirety. The Privacy Policy explains how LendTrade treats your personal information and protects your privacy when you access any LendTrade Platform. The Privacy Policy may be updated from time to time at the sole discretion of LendTrade. Changes to the Privacy Policy are effective upon posting to any LendTrade Site, or such later date as otherwise specified upon posting.

  11. Miscellaneous.

    1. Governing Law. All matters relating to the LendTrade Platform, this Agreement, any agreement incorporated into this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Iowa without giving effect to any choice or conflict of law provision or rule (whether of the State of Iowa or any other jurisdiction).

    2. Assignment. LendTrade may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

    3. No Third Party Beneficiaries. This Agreement does not confer any rights or remedies upon any party other than (i) LendTrade; (ii) LendTrade Indemnified Parties; and (iii) each other party that is subject to this Agreement; and each applicable permitted executors, successors and assigns; and each listed party (i) through (iii) may enforce the terms of this Agreement against any other such party, as applicable.

    4. Links from the LendTrade Site and/or Platform. If the LendTrade Site and/or LendTrade Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. LendTrade has no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

    5. Termination. LendTrade may terminate your access to all or any part of the LendTrade Platform at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Member Account, you may simply discontinue using the LendTrade Platform. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability, and nondisclosure provisions. LendTrade may retain any data and Opportunity content associated with your Member Account, as well as Registration Information, for up to five years from the date of termination.

    6. Entire Agreement. This Agreement, together with the Terms of Use and Privacy Policy, constitute the sole and entire agreement between you and LendTrade with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the LendTrade Platform. Notwithstanding anything in this Agreement to the contrary, LendTrade and you acknowledge that, from time to time you may enter into a loan sale agreement or other agreements in connection with the sale of a loan, loan assignment or loan participation with another Member, and to the extent there is a conflict between any of those agreements and any provision in this Agreement as it relates to the rights and obligations of LendTrade, this Agreement shall control and govern.

    7. No waiver. No failure or delay on the part of LendTrade to exercise, and no course of dealing with respect to, any right, power, privilege or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by LendTrade of any right, power, privilege or remedy under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy.

    8. Dispute Resolution. Any dispute concerning this Agreement shall be submitted to binding arbitration in Polk County, Iowa within one (1) year from the date that the cause of action arose (or, if multiple cause of actions are involved, from the date that the first cause of action arose), with such arbitration conducted pursuant to the rules of the American Arbitration Association and held in Polk County, Iowa. To the fullest extent permitted by law, no arbitration brought under this Agreement shall be joined to any other action or any other arbitration, and no class claims may be brought as part of any arbitration conducted pursuant to this Agreement. You waive any and all objections to the exercise of jurisdiction over you by United States or Iowa state courts with jurisdiction over Polk County, Iowa to enforce any arbitration award or judgment, and to venue in such courts.

    9. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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