Terms & Conditions

General Terms and Conditions

The submission of information to Diversified Lending Solutions, LLC (“DLSLoans” or “DLSLoans.com”), access to, and use of the DLSLoans website (the “Site” located at www.dlsloans.com), along with the online application forms and online lending services provided thereon (collectively, the “Service” or “Services”) is subject to the following contractually binding terms and conditions (the “Terms and Conditions” or the “Agreement”). Your use of the Service constitutes your irrevocable acceptance of these Terms and Conditions.  If you do not agree to be bound by these Terms and Conditions, then you must immediately cease use of the Service and you may not submit a loan application form or register for an account.

If you are viewing, using, or accessing the Service, you are a “User.” If you are viewing, using or accessing the Service under a registered Borrower account, Broker account, or DLS Affiliate account type, you are a “Member.” These Terms and Conditions refer to Users and Members collectively as “You” or “Customer.” No employee, independent contractor, agent, or affiliate of any competing private lender, hard money lender, or alternative finance company is permitted to be a User or a Member or to view, use, or access the DLSLoans website without express written permission from DLSLoans. By viewing, using, or accessing the Service, You represent and warrant that You are not a competitor of DLSLoans or any of its affiliates, including without limitation any company owned or operated by DLSLoans, or any company that provides capital for the Services (collectively, “DLSLoans” or the “Company”) or acting on behalf of a competitor of DLSLoans in registering for or accessing the Service.

By viewing, using or accessing the Service, You agree that these Terms and Conditions are a binding legal agreement between You and DLSLoans. You also agree to be contractually bound by the DLSLoans Lending Guidelines and Privacy Policy, both of which are available by hyperlink at the top of this page. If You do not agree to these Terms and Conditions, You are prohibited from viewing, using or accessing the Service and must immediately discontinue viewing, use, and/or access. Notwithstanding anything to the contrary herein, if You and DLSLoans have entered into a separate written agreement that covers Your use of a DLSLoans product or service, the terms and conditions of such agreement shall control with respect to such product or service to the extent they are inconsistent with these Terms and Conditions.

All questions concerning these Terms and Conditions should be directed emailed to DLSLoans at legal@dlsloans.com. DLSLoans may update these Terms and Conditions at any time, with or without notice to You. The latest version of the Terms and Conditions is available on the DLSLoans website.

Nature of Customer’s Business

DLSLoans provides private mortgage loans, hard money loans, and related services to real estate investors of non-owner occupied residential properties and commercial properties. You are able to apply for a loan for an acquisition or a refinance, and you are able to apply for short term financing, intermediate length bridge loans, or long-term permanent financing.

GENERAL PROVISIONS

Membership Privileges

Membership privileges are granted by DLSLoans to individuals exclusively and are granted specifically to the subscribing registered member only. Membership rights cannot be assigned, sub-licensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the registered Member without the express written permission of DLSLoans. By completing the registration process You become a “Member,” and You represent and warrant that the information You provide is true, accurate, complete, and current. Each Member must maintain a valid email address and a password, which shall be utilized for logging on to the DLSLoans system. Members are not permitted to share their individual login information with others. DLSLoans has the right to refuse or terminate service to any Member, individual, organization, or firm (and all persons associated or affiliated with said organization or firm) that fails to abide by the Terms and Conditions and the Lending Guidelines as posted and displayed on the DLSLoans website, or abuses its rights related to the Service. Upon registration, which is free, User becomes a Basic Member. Users and Basic Members may search for financing options and apply for loans through the Service, and will receive a subset of results of the available loan options and requirements related to the financing. In order to complete the entire application process, a User must upgrade to a Basic Member. A Basic Member will be able to access all restricted areas of the Service, including but not limited to, the Member messenger inbox.

DLSLoans utilizes email and the Member messenger inbox as vital and primary communication channels with Members, who hereby acknowledge and grant DLSLoans the permission to communicate with them via messenger inbox or email (as well as other communication channels such as phone and fax) for any purposes DLSLoans determines to be relevant including, but not limited to, system messages, product updates, service announcements, and other marketing messages. DLSLoans will use best efforts to honor Member’s request to opt out of marketing messages, but under no circumstances will DLSLoans have any liability for sending any email to its Members. By becoming a Member, you acknowledge and agree that the Company may record telephone and other electronic communications it has with you for their internal business purposes, including but not limited to training and quality assurance purposes.

Submission and Administration of Rate Quotes and Loan Application Forms

While using the Services, Users and Members may submit to DLSLoans loan applications, loan quote requests, and personal information, business information, property descriptions, photographs, images,  graphics and financial, contact or other information (collectively, the “Submitted Content”) for each loan application or loan quote request in DLSLoans. All forms on the site are provided merely as an invitation for information to be submitted, and Your use of the forms does not create a lender or broker relationship between You and the Company. Use of the forms does not guarantee that Submitted Content will be reviewed, and it also does not guarantee that a representative of the Company will contact you regarding the Submitted Content.

By applying for a business purpose loan, each User and Member represents, warrants, agrees and acknowledges that (a) You own or have the full right, power and authority to grant to DLSLoans use of and rights in and to all Submitted Content that you upload, post, e-mail or otherwise transmit to DLSLoans; (b) Your license of such content to DLSLoans hereunder does not, and the use or license of such content by DLSLoans to third parties will not, infringe any right or interest owned or possessed by any third party; (c) the Company may provide your information to other trusted companies who provide Services and/or loan products that are similar or complimentary to the services or loan products you requested; (d) the Company may also utilize other companies to help you find similar or complementary Services or loan products; (e) there are no undisclosed claims, judgments or settlements to be paid by You, or pending claims or litigation, relating to such content; and (f) You will fully indemnify the Company against any and all damages or other losses, and any related attorney’s fees, other fees, and/or expenses, incurred by the Company as a result of any breach of the foregoing representations or in connection with Your Submitted Content, including without limitation as a result of any claim brought by a third party in connection with Your Submitted Content, whether or not such claim prevails. With respect to all Submitted Content You have uploaded in the past or elect to upload in the future, post, e-mail or otherwise transmit to or via the Service, DLSLoans acknowledges that you retain any applicable ownership rights that You may have with respect to the Submitted Content. You nonetheless grant DLSLoans and its affiliates and their licensees a royalty-free, worldwide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license (through multiple tiers) to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, and take any other action with respect to all such Submitted Content (in whole or part), whether submitted in the past or in the future, and/or to incorporate it in other works in any form, media, or technology now known or later developed. Member further acknowledges and agrees that DLSLoans may preserve any such Submitted Content, whether submitted in the past or in the future, and may also disclose such Submitted Content in its sole discretion (including without limitation within other products offered by DLSLoans and its affiliates. Member agrees not to submit any Submitted Content to DLSLoans unless Member has received all necessary rights and authorizations, including from the photographer or and/or copyright owner of any photographs, or third-party property reports (i.e sales comps, appraisals, architectural renderings, etc) to submit this Submitted Content as part of the loan application process on the DLSLoans website.

The Company may, in its sole discretion but without any obligation, deny a loan. In addition, the Company may require additional documentation as part of any loan application process. The Company will, in its sole discretion, terminate the accounts of, and refuse service to, any Member who repeatedly or knowingly submits false misleading statements or information or who violates the binding Terms and Conditions of the Service. Member agrees to maintain accurate contact information (specifically, a valid phone number and email address) in order to submit and maintain active loan application files on the DLSLoans website. No robot, spider or other automated service may be used to submit loan applications to the Service. The Company shall have the sole authority to choose the manner in which any loan application will be reviewed, accessed, viewed, downloaded, approved, denied, and otherwise used on the DLSLoans website and Company shall have the right to modify the loan application requirements and loan application status in the exercise of its rights under these binding Terms and Conditions. Loan applications that are not completed within a 90-day period may be automatically changed to “Denied” at the discretion of DLSLoans and will no longer be viewable on DLSLoans.com. Member (a) represents and warrants that all loan applications, loan quote requests and associated information provided by Member, including Submitted Content, will be accurate; (b) agrees not to apply for a loan on the DLSLoans marketplace under a name other than the borrower, an individually named licensed real estate agent or agents that have been engaged by the borrower, or an individually named licensed mortgage broker that has been engaged by the borrower under the terms of a duly executed agreement with the borrower; shared accounts, e.g. propertyloans@123mortgagebroker.com are strictly prohibited); (c) agrees to administer the completion of the loan application requirement and ensure the accuracy of all Submitted Content at all times.

Member is entirely responsible, and Company accepts no responsibility, for the Submitted Content from the Member. While the Company will undertake reasonable efforts for data backup and business resumption, Member will be solely responsible for retaining back-up copies of all information, and other materials it provides to DLSLoans. Member agrees that DLSLoans may adjust portions of the information contained within the Service. Any such adjustments will have no material impact on the meaning and interpretation of loan application, but will serve as a means of presenting the information in a format that best ensures the successful, accurate, and/or expedient review and funding of the loan application by the Company. Member accepts that this is legitimate and lawful on the part of DLSLoans accepts this provision as part of the Terms and Conditions.

Use of Information

You agree to treat all information obtained from the Service, including DLSLoans Materials, its lending practice, underwriting guidelines, and any information otherwise made available to You in the Service (individually and collectively, the “Content”) as proprietary to DLSLoans. You agree that Content reserved for Members will be maintained as confidential and shall be protected as a trade secret of DLSLoans. DLSLoans does not ensure the accuracy of any Content and You use such Content at Your own risk. You may view, access, or otherwise use the Content solely to obtain initial information from which further evaluation and investigation may commence to determine whether you want to proceed with obtaining a loan through the Service.

DLSLoans loan details, rates, terms and conditions, reports and services (individually and collectively “DLSLoans Lending Criteria”), are offered only to qualified borrowers as part of the Service, and any and all Content offered by DLSLoans to YOU ARE PROVIDED SOLELY FOR GENERAL INFORMATION AND SHALL NOT CONSTITUTE REAL ESTATE, LEGAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE, BUT RATHER A GENERAL, NON-BINDING EXPRESSION OF INTEREST ON THE PART OF DLSLOANS, AND DO NOT CREATE ANY LEGALLY BINDING COMMITMENT TO LEND OR OBLIGATION ON THE PART OF DLSLOANS.  ALL LOANS ARE SUBJECT TO BORROWER UNDERWRITING AND CREDIT APPROVAL, IN DIVERSIFIED LENDING SOLUTIONS, LLC’S SOLE AND ABSOLUTE DISCRETION.

You shall limit access to, viewing of, and use of the Service to personal and internal use, and shall not use any information obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any competing lending activities in any way. You shall not use or reproduce any Content that is obtained from the Service, or that is otherwise made available to You in the Service, for or in connection with any other lending service or device. You shall not use the DLSLoans Service as part of any effort to compete with DLSLoans, including without limitation using the DLSLoans Service to provide, alone or in combination with any other product or service, any lending services to any third party or any use that causes a reduction or loss from an existing or potential DLSLoans customer, nor shall You remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the DLSLoans Service. You shall not use any robot, spider or other automated process to submit loan applications, monitor, data mine or copy DLSLoans products, services or information; decompile, decode or reverse engineer DLSLoans software; or use DLSLoans products or services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes.

Passwords/Logins

Members 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. DLSLoans is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your account, login 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 these binding Terms and Conditions that relate to confidentiality of account, login or password information.

Payment Terms

You agree to pay for all products ordered through the DLSLoans website or via the DLSLoans sales team using the payment method indicated, and provide DLSLoans express authorization to charge said fees to the Your payment provider at time of purchase. Fees owed will depend on the specific type and quantity of DLSLoans products, services, information, or deliverables (collectively “Deliverables”) ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by You. If payment is not current, DLSLoans may immediately cease to provide any and all Deliverables to the You. The fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Deliverables. At DLSLoans’ option, You shall pay such taxes or fees directly or pay to DLSLoans any such taxes or fees immediately upon invoicing by DLSLoans. DLSLoans may be required to collect sales tax on the purchase of certain Deliverable in select states.

If You have a question about fees you have been charged for Deliverables, please contact DLSLoans customer service at support@dlsloans.com. The Company reserves the right to change its fees or billing methods at any time. The Company will provide timely notice to the affected customers of any such changes.

It is the Your responsibility to promptly provide the Company with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.). DLSLoans does not validate all credit card information required by Your payment provider to secure payment.

Unsolicited Commercial Email or Direct Messages (Spam)

DLSLoans prohibits the use of our system or its tools to generate or send unsolicited commercial email (spam) or messages. You may not use the My DLS Inbox, chat box, or any other messaging services that DLSLoans offers to send spam (i.e. unsolicited commercial email or direct messages) or otherwise send content that would violate these Terms and Conditions. By using DLSLoans, You agree to send email only to those who have given You consent or with whom You have an established business relationship. DLSLoans has the right to revoke the privileges of any party who breaches these terms.

Termination

DLSLoans reserves the right to terminate or suspend Your account upon a good faith determination of a violation of these binding Terms and Conditions or any material provision of another agreement between the parties or their affiliates. Cause for termination includes, but is not limited to, breaches or violations of the Terms and Conditions, requests by law enforcement, fraudulent or illegal activity by you, discontinuance or material modification of DLSLoans services, nonpayment of fees owed by you in connection with DLSLoans or its affiliates’ services, account inactivity or technical or security issues. Upon termination, DLSLoans shall have no obligation to maintain or forward any content in your account.

Ownership and License Grant

DLSLoans retains all rights (including Intellectual Property Rights as defined below), title and interest in the Service, the DLSLoans Website, DLSLoans Materials, the DLSLoans technology and brochures, Email Alert database, and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. You 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 DLSLoans’ technology or delete or alter author attributes or copyright notices. You shall use the DLSLoans system solely for Your own individual use and shall not share passwords with others or allow others to use the DLSLoans system under or through that Your 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 DLSLOANS 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 YOU 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 DLSLOANS’ SERVICES, LOAN APPLICATION FUNCTIONALITY OR MEMBER’S FAILURE TO KEEP LOGIN AND/OR PASSWORD SECURE AND CONFIDENTIAL ARISING OUT OF THESE BINDING TERMS AND CONDITIONS.  Your exclusive remedy, and DLSLoans’ entire liability under these Terms and Conditions shall be a refund of the loan application fee paid to DLSLoans hereunder, and in no event will DLSLoans’ liability for any reason exceed such fee. DLSLoans (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Your use of the Service, and You shall indemnify DLSLoans (and DLSLoans’ 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 You arising from Your use or application of the Services. 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.

100% PERFORMANCE GUARANTEE

As part of our commitment to our Customers, we have a 3-Quote Performance Guarantee for every loan request that complies with the Performance Guarantee Program Requirements. If DLSLoans does not close on a loan funding or provide 3-Quotes for a loan request, we’ll remit $10,000 payment (the “Performance Guarantee Fee”) to Borrower within 60 days after the Broker Agreement expires. To qualify for the Performance Guarantee Fee, a Borrower and the applicable property must meet all of the following criteria (the “Performance Guarantee Program Requirements”):

• Borrower must complete the DLSLoans online Quick or Full Application.
• Borrower must complete the DLSLoans due diligence checklist.
• The Property must be commercial or business purpose residential.
• The Borrower must execute and Exclusive Broker Agreement with a minimum term of 45 Days.
• The Property type must NOT be land, hospitality, or located in a rural area.
• The Borrower cannot be a Non-Profit Organization.
• The Property must be located in a state where DLSLoans is presently authorized to conduct business as a lender or commercial mortgage broker.
• The Sponsor must have a middle credit score above 620.
•  The Property is not eligible if the Sponsor is or has been subject to a foreclosure, bankruptcy, tax liens and/or judgements within the past five years.
• The loan request must be submitted by the property owner or purchaser indicated on an executed purchase sale agreement.
• Loan requests with leverage ratios greater than 80% of cost or 80% of value are not eligible.
• Loan requests for loan amounts that are less than $100,000 per property are not eligible.
• DLSLoans must not be a party to any ongoing litigation with the Sponsor.
• The Sponsor must not be in violation of these Terms and Conditions.

A Customer that meets the aforementioned criteria should email a Performance Guarantee Fee request to info@dlsloans.com with contact details included in the message and a copy of the fully executed Brokerage Agreement attached. NO OTHER WARRANTY OR GUARANTY, WHETHER ORAL OR WRITTEN, OBTAINED FROM DLSLOANS OR ITS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS.

Maps and Directions Disclaimer

Any maps and directions information provided by DLSLoans have been obtained from sources believed reliable, including Google Maps and Microsoft Virtual Earth. By using Google Maps, You agree to be bound by the Google Maps Terms of Service, available at https://www.google.com/intl/en-US_US/help/terms_maps.html. Microsoft Virtual Earth is supplied by Microsoft Corporation, and its use is subject to Microsoft’s applicable Terms of Use. While DLSLoans does not doubt the accuracy of the maps and/or directions, we have not verified the information and make no guarantees, warranties or representations about the maps and/or directions. It is your responsibility to independently confirm the accuracy and completeness of any map and/or set of directions. You assume all risk of use. Neither DLSLoans nor its partners or suppliers assume any responsibility for loss, damage or delay caused by Your use of and/or reliance on Your use of DLSLoans’ information, products or services.

Forms reCAPTCHA Disclaimer

To improve the security of the Service, we have implemented the use of an invisible reCAPTCHA (reCAPTCHA V2). ReCAPTCHA is a Google service that collects Your personal information while using the Service in order to protect the Service from bots. Your use of the Service and any forms on the Site and that their use of reCAPTCHA is subject to the Google Privacy Policy and Terms of Use.

Links to Third Party Sites

This Site may contain hyperlinks to other websites operated by parties other than DLSLoans which are beyond DLSLoans’ control. Parties other than DLSLoans may provide services or sell product lines on this site that take you outside of our Service. This includes links from advertisers, sponsors, and content partners that may use DLSLoans’ logo(s) as part of a co-branding relationship. For example, if you click on a banner advertisement the click may take you off the DLSLoans site. DLSLoans does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their websites. DLSLoans does not assume any liability for the actions, product, and content of all of these and any other third parties. DLSLoans makes no representations and cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material on such third party websites. When you click on a link that leaves the DLSLoans Site, the Site you will land on is not controlled by DLSLoans and different terms of use and privacy statements may apply. DLSLoans also does not assume, and expressly disclaims, all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with such third party sites and any links thereto.

Other Rights of DLSLoans

You agree that DLSLoans shall have the right to use and information submitted to it for any purpose, including without limitation for publication of all or part of such Submitted Content. DLSLoans shall have sole authority to choose the manner in which any Submitted Content will be received, displayed and used by the Service, and reserves the right to remove all or any part of the Submitted Content or refuse Services to anyone at any time in its sole discretion. DLSLoans shall have no obligation to (i) resolve disputes among Users, Members and/or Customers or (ii) monitor or verify the accuracy or proper use of the Submitted Content. DLSLoans reserves the right to modify or change any and all terms and conditions at any time. The most current copy of these terms and conditions will be posted and available for review on DLSLoans’ corporate website, located at https://dlsloans.com/terms-conditions/.

Claims of Copyright Infringement

If you believe that your work has been copied onto DLSLoans in a way that constitutes copyright infringement, please provide DLSLoans’ legal team with the written information specified below:

• A description of the copyrighted work that you claim has been infringed;
• Identification of the material you claim is infringing, including a description of where such material is located;
• Your address, telephone number, and e-mail address;
• A signed statement that the information in your notice is accurate, that you have a good-faith belief that the identified use is not authorized by the copyright owner, its agent, or the law; and under penalty of perjury, that that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

The DLSLoans legal team should be contacted at legal@DLSLoans.com.

We may forward any notice(s) of alleged infringement to the person(s) who provided the allegedly infringing content. Please note that this procedure is exclusively for notifying DLSLoans that your copyrighted material has been infringed.

Brokers

Any Customer who identifies himself or herself as a broker or agent on the DLSLoans website member registration form or otherwise purports to be a broker on DLSLoans’ Find a Broker service hereby represents and warrants that Customer is validly licensed as a broker and is in compliance with applicable broker requirements in all jurisdictions in which Customer is required to be licensed. The Company may, in its sole discretion, but without any obligation to verify the licensure of such individual as a broker or agent, remove from the list of brokers any Customer whom the Company believes is not a licensed broker or agent in any applicable jurisdiction. The Company may, in its sole discretion, terminate the accounts of, and refuse services to, any Customer who repeatedly or knowingly misrepresents its licensed broker or agent status or upon notification by any state agency or similar governmental authority that such Customer is not a licensed broker. DLSLoans does not and shall not have any obligation to independently verify the licensure of individuals identified as brokers and agents on the website. It is your responsibility to confirm the licensed status of any brokers listed on the DLSLoans website.

Governing Law; Customer Right to Arbitrate

These binding Terms and Conditions, and the Deliverables provided by DLSLoans, shall be governed by the laws of the New York, without reference to conflict of laws principles. You hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of New York for the adjudication of any disputes or claims arising out of and/or related to these binding Terms and Conditions. If any provision of these binding Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms and Conditions, which shall remain in full force and effect.

You acknowledge that any breach of these binding Terms and Conditions, including without limitation the restrictions on competitor use, viewing, or access and the sections above titled “Submission and Administration of Rate Quotes and Loan Application Forms” and “Use of Information,” or any unauthorized use of the Service, is a material breach of the Agreement and will cause irreparable harm and injury to the Company, for which there is no adequate remedy at law. Thus, in addition to all other remedies available at law or in equity, You agree that the Company shall be entitled to injunctive relief. Any User, Member, Customer, or other individual or entity that violates any term of these binding Terms and Conditions is precluded from enforcing, agrees not to enforce, and covenants not to sue to enforce, any similar contract, including terms and conditions, terms of use and terms of service, asserted by such User, Member, Customer, or other individual or entity, or any affiliate thereof, as binding upon DLSLoans and its affiliates. Material breach of these binding Terms and Conditions harms the integrity, functionality, and reputation of DLSLoans and its affiliates; detracts from Users’ and Customers’ trust in and use of the Service; and unfairly harms, thereby causing damage to, the business of DLSLoans. You agree that, in the event You materially breach these binding Terms and Conditions, You will pay DLSLoans’ reasonable attorneys’ fees and costs, to be determined by a court or arbitrator, but not less than $30,000, an amount the parties agree would be the minimum reasonable fee for any legal action required to enforce these binding Terms and Conditions.

Assignment

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 DLSLoans, which retains the right to withhold consent in its sole discretion.

Waiver and Severability

The failure of DLSLoans 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, You agree that the remaining terms and provisions remain in full force and effect.

Notices

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 Member Services at DLSLoans.

Entire Agreement

Except as provided herein, 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 this Agreement.

Adopted: February 27, 2020