Terms of Use

This Agreement governs your use of the LoanMLS Site. This Site is owned and operated by LoanMLS, Inc. (“LoanMLS”). Access to and use of this Site is provided by LoanMLS to you on condition that you accept these Terms of Use, and by accessing or using this Site, you agree to these Terms of Use and that your access to and use of this Site shall be subject to these Terms of Use. If you do not agree to accept and abide by these Terms of Use you should not access or use this Site.

LoanMLS may revise and update these Terms of Use at anytime and without notice. You are cautioned to review the Terms of Use posted on the Site periodically. Your continued access or use of this Site after any such changes are posted will constitute your acceptance of these changes.

You may not interfere with the security of or otherwise abuse this Site or any system resources, services or networks connected to or accessible through this Site. You may use this Site only for lawful purposes.

Intellectual Property

All materials (including the organization, design, and presentation of such materials) on this Site (the “Materials”) are the exclusive property of LoanMLS and may be protected by intellectual property laws including laws relating to copyrights, trade-marks, trade-names, internet domain names, and other similar rights.

© 2009 LoanMLS, Inc.. All rights reserved.

Privacy

LoanMLS is committed to respecting the privacy of the personal and company information of the individuals and businesses with whom we interact. Please see ourPrivacy Policy for further details.

Content on the Website

LoanMLS updates the information on this Site regularly. However, LoanMLS cannot guarantee and does not accept any responsibility or liability for the accuracy, currency or completeness of the information on this Site. LoanMLS may revise, supplement or delete information, services and/or the resources contained in the Site at any time, for any reason, and reserves the right to make such changes without prior notification to past, current or prospective visitors.

Linked Sites

This Site may provide links to third party Sites for your convenience only. The inclusion of these links does not imply that LoanMLS monitors or endorses these Sites. LoanMLS does not accept any responsibility for such Sites or their content. LoanMLS shall not be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods or services available on or through any third party Sites or linked resources.

Internet software or computer viruses

to technical difficulties with the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this Site. Computer viruses or other destructive programs may also be inadvertently downloaded from this Site.

LoanMLS shall not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact the use of your computer equipment or other property on account of your access to, use of, or browsing on this Site or your downloading of any of the Materials from this Site. LoanMLS recommends that you install appropriate anti-virus or other protective software.

Site and Materials Provided "As Is"

THIS SITE AND THE MATERIALS ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LOANMLS DOES NOT REPRESENT OR WARRANT THAT THIS SITE OR THE MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

Limitation of Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS SITE AND THE MATERIALS INCLUDING WITHOUT LIMITATION ANY OF THE INFORMATION CONTAINED HEREIN OR THEREIN.

IN NO EVENT SHALL LOANMLS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THIS SITE, THE MATERIALS OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE OR THE USE OR EXPLOITATION OF ANY OR ALL PART OF THIS SITE OR THE MATERIALS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE LESSER OF (A) FIVE ($5.00) U.S. DOLLARS, OR (B) THE LOWEST AMOUNT TO WHICH LOANMLS MAY LIMIT ITS TOTAL MAXIMUM AGGREGATE LIABILITY IN ACCORDANCE WITH APPLICABLE LAW.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF LOANMLS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to indemnify and hold LoanMLS harmless from and against all claims or liability of any nature, kind, or amount whatsoever asserted against LoanMLS arising out of or in connection with your access to or use of this Site or the Materials or any breach by you or anyone acting on your behalf of any of these Terms of Use.

Email

Feel free to email LoanMLS at help@LoanMLS.com. However, the Internet is not a fully secure medium and any communication may be lost, intercepted or altered. LoanMLS shall not be liable for any damages related to communications or attempted communications to or from this Site. You agree with respect to any information provided by you to us through this Site or via e-mail that:

  • • LoanMLS has no obligation concerning such information except as provided for in our Privacy Policy;
  • • the information is non-confidential except as provided for in our Privacy Policy;
  • • LoanMLS may use, disclose, distribute or copy the information and may use any ideas, concepts or know-how contained in the information for any purpose without compensation; and
  • • the information is truthful and disclosure of the information does not violate the legal rights of others.

    Applicable law

    This Site is controlled, operated and administered by LoanMLS from Kansas City, Missouri. . This Site can be accessed from anywhere in the United States, all provinces and territories of Canada, as well as from other countries around the world. Each of these jurisdictions has laws that may differ from or conflict with those of Missouri, , but by accessing this Site, you voluntarily and intentionally waive the application of all laws that differ from or conflict with Missouri law to the fullest extent that such differing or conflicting laws may be waived, and you acknowledge and agree that all matters relating to access to or use of this Site or the Materials shall be governed by the laws of the State of Missouri, United States of America, and the federal laws of the United States of America (without reference to conflicts of laws principles).

    You also agree that any claims or disputes whatsoever arising hereunder shall be submitted to the exclusive jurisdiction and venue of the courts of the state of Missouri and acknowledge that you do so voluntarily.

    General

    LoanMLS’s failure in any instance or multiple instances to insist upon or enforce strict performance by you or any other person or entity of any provision of these Terms of Use shall not be construed as a waiver of any provision or right and shall not be asserted or construed as a pattern, custom, or practice inconsistent with or in abrogation of any provision hereof.

    If any provision or part thereof of these Terms of Use is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the original intent of the parties.

    Membership Agreement

    This Membership Agreement ("Membership Agreement") governs your membership in the LoanMLS.com marketplace, allowing you ("Member") full access to the membership portions of the Site located at www.LoanMLS.com (the "Site"). This Membership Agreement is in addition to the Terms of Use applicable to the Site. The Site is operated by LoanMLS, Inc. ("LoanMLS").

    Access and use of the membership portions of the Site are provided by LoanMLS to Member on the condition precedent that Member accept and agree to abide by the terms and conditions set forth in this Membership Agreement and the Terms of Use. By accessing or using the membership portions of the Site, Member voluntarily and affirmatively agree to the terms and conditions of this Membership Agreement and the Terms of Use. If Member does not agree to accept and abide by this Membership Agreement and the Terms of Use, Member should not access or use the membership portions of the Site. In the event of any inconsistency between this Membership Agreement and the Terms of Use, the terms of this Membership Agreement shall govern.

    LoanMLS reserves the right, in its discretion, to change or modify all or any part of this Membership Agreement at any time, effective immediately upon notice published on the Site. Member's continued use of the membership portions of the Site after publication of such notice constitutes Member's binding acceptance of and to the terms and conditions in this Membership Agreement, including any changes or modifications made by LoanMLS as permitted above. If at any time the terms and conditions of this Membership Agreement are no longer acceptable to you, it is Member's responsibility to and Member shall immediately cease use of the membership portions of the Site.

    Payment

    Upon presentation of credit card information the purchaser warrants that he/she is the cardholder and that the billing information provided is accurate. By approving the purchase of the product or service, Member authorizes LoanMLS to charge the designated credit card, for the total amount of the purchase.

    Use of Content

    Member acknowledge that the Site contains or may contain information, software, photographs, flash files, data files, code snippets and other material (collectively, "Content") which is protected by copyright, trademark or other proprietary rights of LoanMLS and its affiliates or other third parties (including other members and other Site users who are not members).

    Member further acknowledges that the Site contains or may contain internal calculations and computations designed to assist Members and Users in screening and evaluating potential opportunities, including but not limited to yield-to-maturity computations, and that such calculations and computations are estimates only and are provided for Member’s convenience with no assurance or guaranty of reliability. Member agrees not to rely on calculations and computations provided on the Site, including without limitation yield-to-maturity analyses, in making any decision to sell, purchase, or fund any loan asset referenced on the Site, and to conduct its own analysis and rely on its own independent judgment in making such decisions.

    Except as otherwise expressly permitted in this Membership Agreement, Member may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Content, in whole or in part. Member may view Content only in accordance with the terms of this Membership Agreement.

    Passwords

    Member acknowledges and agrees that the user identification provided by LoanMLS to Member so that Member may access and utilize the Membership portions of the Site (the "Member Name"), provided by LoanMLS to a Administrator so that Member's Representatives may do so, and the password(s) selected and used by Member and Member's Representatives in conjunction with the Member Name , must be kept secret and confidential. Member agrees that Member shall not disclose any Member Name or any password, to any person without the express written permission of LoanMLS.

    Member acknowledges and agrees that Member will be responsible for each and every access or use of the Membership portions of the Site that occurs in conjunction with Member's Member Name and that LoanMLS is authorized to accept Member's Member Name and password as conclusive evidence that Member has authorized the access and use of the membership portions of the Site. Member understands and acknowledges that such passwords are unique to Member and that, although LoanMLS does have the ability to require passwords to meet certain requirements (such as a minimum or maximum number of characters) and to reset such passwords, LoanMLS does not have the ability to access the passwords themselves.

    Rules of Conduct

    Member agrees that Member will not use the Site for any purpose that is unlawful or not permitted by this Agreement. By way of example, and not as a limitation, Member agrees that when communicating via the Site, including in respect of any forums, chat-rooms, or other exchanges (each, a “Forum”) accessed on or through the Site, neither Member nor any of Member's Representatives shall do any of the following:

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

    • • Publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information.
    • • Knowingly upload or otherwise transfer files that contain software or other material protected by intellectual property laws (or by rights of privacy or confidentiality) unless Member owns or controls the rights thereto or have received all necessary consents.
    • • Knowingly upload or otherwise transfer files that contain viruses, corrupted files or any other similar software or programs that may damage or inhibit the operation of another computer.
    • • Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.
    • • Falsify the origin or details of loan asset information contained in a listing.
    • • Advertise or offer to sell any goods or services, except only loans, pools of loans, or other loan assets consistent with purpose, standards, and criteria established by LoanMLS.
    • • Conduct or forward surveys, contests or chain letters.
    • • Use any communications or Content or other information obtained through the Site in a manner that is competitive with the Site or LoanMLS’s business.
    • • No confidential borrower information may be posted anywhere on the Site, including, but not limited to address, social security or tax ID.

    Member acknowledges that Forums are public and not private communications. Further, Member acknowledges that no third-party communication or Content is endorsed by LoanMLS and that LoanMLS may not and shall not be obligated to review, screen, monitor, or approve any third-party communication or Content, although LoanMLS hereby reserves the right to do so in its sole and absolute discretion. As explained below, LoanMLS further reserves the right for any reason, in its sole and absolute discretion, to remove without notice any communication, Content or other material posted to the Site.

    Member also agrees not to use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. Member agrees not to attempt to gain unauthorized access to any other LoanMLS member accounts, computer systems or networks associated with the Site. Member also agrees not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

    Managing Content

    LoanMLS does not and cannot review all communications or Content uploaded to the Site and is not responsible and shall not be liable for the content, accuracy, or truth of any such communications or Content. Notwithstanding the foregoing, LoanMLS reserves the right to delete, move or edit any communication or Content that it may determine, in its sole and absolute discretion, violates or may violate this Membership Agreement or the Terms of Use, or is otherwise unacceptable. Member shall remain solely responsible for all communications made under Member's Member Name. LoanMLS shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole and absolute discretion. Member acknowledges that any screening of Content performed by LoanMLS to determine accepted or acceptable Content is done as a courtesy only.

    Member Duty to Update Information

    Member shall be obligated during the Term to update LoanMLS regularly and to keep LoanMLS reasonably up-to-date and informed with respect to the status of all loan assets posted to the Site, including without limitation whether any listing is active, pending, sold or funded, has been withdrawn from the online exchange. Status’ shall be updated within 3 days of the closing of a transaction. LoanMLS reserves the right to cancel or remove from the Site any posting or asset that LoanMLS determines, in its sole and absolute discretion, that such posting or asset is out-of-date, inactive, expired, withdrawn, or that Member has failed comply with this paragraph as to such posting or asset.

    Confidential Information

    Member acknowledges that any Confidential Information (defined below) that Member obtains as a result of entering into this Membership Agreement and/or Member's access to or use of the Site constitutes valuable, confidential, proprietary information of LoanMLS, or of its Members and non-Member users, and its licensors, and Member agrees that during the term of this Membership Agreement and thereafter Member shall not, without the express written consent of LoanMLS or the owner of such Confidential Information, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Membership Agreement or as required by applicable law.

    For the purposes of this Membership Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of LoanMLS, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their respective business models and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, Site content belonging to others, and other intellectual property.

    As additional consideration for and as a condition precedent to Member's access to and use of membership portions of the Site, Member may be required to sign or electronically execute a separate Nondisclosure and Confidentiality Agreement with respect to Confidential Information to be disclosed by other Members through or in connection with the Site in connection with Member's membership and use of the Site. Any use of the membership portions of the Site, any content thereof, or any Confidential Information disclosed to or received by Member as a result of Member’s LoanMLS membership or access to or use of the membership portions of the Site, shall at all times be considered confidential. Member's confidentiality obligations as set forth in this Section and the Nondisclosure and Confidentiality Agreement shall survive the expiration or termination of this Membership Agreement.

    Member's Representations and Warranties

    Member represents and warrants that:

    1. i. Member intends, by clicking "Agree" at the end of this Membership Agreement, to create legal obligations binding on Member, and Member's use of the membership portions of the Site shall be further proof of such authority;
    2. ii. Member shall perform all of Member's obligations under this Membership Agreement in compliance with applicable laws and regulations; and
    3. iii. Member shall keep all information contained on this site Confidential and shall not disclose the information to non-members without prior approval from LoanMLS, Inc.
    4. iv. Member shall perform all of Member's obligations under the Membership Agreement in compliance with applicable laws and regulations; and

    Indemnity

    Member agrees to be liable to and to indemnify, defend and hold LoanMLS and its affiliates, and their respective directors, officers, employees, shareholders, partners, membership interest holders, and agents (collectively, the "LoanMLS Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys' fees) incurred by any of the LoanMLS Parties in connection with:

    1. i. any use or alleged use of the Site under Member's Member Name, whether or not authorized by you;
    2. ii. or resulting from any communication made under Member's Account name; or
    3. iii. any breach by Member of this Membership Agreement, the Nondisclosure and Confidentiality Agreement, or any other agreement executed by Member related to the Site, its use or content. LoanMLS reserves the right, at Member's expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, Member agree to cooperate with LoanMLS's defense of such claim.

    Member's indemnity obligations as set forth in this Section shall survive the expiration or termination of this Membership Agreement.

    Term and Termination

    This Membership Agreement shall be immediately effective upon Member's acceptance of and agreement to its terms and conditions, as set forth herein, and shall be and remain effective until terminated, except for any provisions that are expressly made to survive the expiration or termination hereof. Member may terminate this Membership Agreement at any time by emailing help@LoanMLS.com or by such other means of written notice acceptable to LoanMLS which enables confirmation of Member's identity and Member's intention to terminate. LoanMLS reserves the right, in its sole and absolute discretion, to restrict, suspend or terminate Member's right to access the membership portions of the Site at any time for any reason without liability or prior notice to Member. LoanMLS may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without liability or prior notice.

    LoanMLS may also terminate or suspend Member's access to the membership portions of the Site for inactivity, which is defined as failing to access the Membership portions of the Site for an extended period of time, as determined by LoanMLS in its sole and absolute discretion.

    Termination of this Membership Agreement does not relieve Member of Member's responsibilities to pay any amounts due to LoanMLS under this Membership Agreement or Member's obligations to not use the membership portions of the Site or any Content other than in the manner permitted under this Membership Agreement. Termination of this Membership Agreement shall operate without prejudice to LoanMLS’s rights, defenses and limitations of liability provided under this Membership Agreement, which rights, defenses and limitations of liability shall survive termination of this Membership Agreement.

    Upon termination of Member's access to the membership portions of the Site, Member agrees to the following:

    • • For recurring paid membership subscriptions, access to membership portion of the Site and listings will remain available until the end of the paid subscription period. There are no refunds.
    • • For free membership subscriptions, access to membership portion of the Site will remain available until pay-per-listings, if any, expire. There are no refunds for pay-per-listings. If no pay-per-listings, access will terminate immediately.

    DISCLAIMER OF WARRANTIES

    THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED "AS IS," "WHERE IS" AND "WITH ALL FAULTS," WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LOANMLS DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL MEET MEMBER'S REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

    LOANMLS DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

    LOANMLS DOES NOT REPRESENT OR WARRANT THAT MEMBER, OR ANY LOANMLS MEMBER, WILL REALIZE OR RECEIVE ANY RETURN OF OR ON ANY INVESTMENT OF TIME, EFFORT, OR CAPITAL MEMBER MAY MAKE RELATED TO ANY PURCHASE, SALE, FUNDING, OR OTHER OPPORTUNITY OR ACTIVITY MEMBER MAY ENGAGE IN AS A RESULT OF THE SITE OR ITS CONTENT. MEMBER IS RESPONSIBLE FOR MAKING ALL INQUIRIES AND INVESTIGATIONS THAT MAY BE NECESSARY OR ADVISABLE IN CONNECTION WITH ANY SUCH OPPORTUNITY OR ACTIVITY, AND FOR CONDUCTING ALL DUE DILIGENCE PRIOR TO MAKING ANY SUCH INVESTMENT, AND MEMBER SHALL NOT RELY ON THE SITE OR ITS CONTENT AS A SUBSTITUTE FOR ITS OWN INVESTIGATIONS AND DUE DILIGENCE.

    LIMITATION OF LIABILITY

    MEMBER ASSUMES ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.

    IN NO EVENT SHALL LOANMLS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS MEMBERSHIP AGREEMENT, INCLUDING WITHOUT LIMITATION MEMBER'S USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO MEMBER HEREUNDER, EVEN IF LOANMLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

    IN ANY EVENT, LOANMLS’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS MEMBERSHIP AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE LESSER OF (A) FIVE ($5.00) U.S. DOLLARS, OR (B) THE LOWEST AMOUNT TO WHICH LOANMLS MAY LIMIT ITS TOTAL MAXIMUM AGGREGATE LIABILITY IN ACCORDANCE WITH APPLICABLE LAW.

    SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF LOANMLS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

    Applicable law

    This Site is controlled, operated and administered by LoanMLS from Kansas City, Missouri. This Site can be accessed from anywhere in the United States, as well as from other countries around the world. Each of these jurisdictions has laws that may differ from those of Missouri; by accessing the Site, Member acknowledges and agrees that all matters relating to access to or use of the Site or its Content shall be governed by the laws of the State of Missouri and the federal laws of the United States of America, in each case without reference to conflicts of laws principles.

    Member also agreed that any claims or disputes whatsoever arising hereunder shall be submitted to the exclusive jurisdiction and venue of the state and federal courts of, in, and for the State of Missouri, and acknowledged that Member does so voluntarily. This Membership Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Member consents to service of any required notice or process upon Member by email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by Member at the time Member are first granted access to the membership portions of the Site, or such other address as Member may advise us in writing to use, from time to time.

    Any and all disputes arising out of, under or in connection with this Membership Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Kansas City, Missouri, pursuant to the rules of the American Arbitration Association effect at the time arbitration is demanded.

    The prevailing party in any action, suit, or proceeding to enforce or interpret any provision of this Membership Agreement shall be entitled to recover from the non-prevailing party the prevailing party's reasonable attorneys' fees, costs, and disbursements actually incurred in such action, suit, or proceeding.

    General

    Member specifically agrees and acknowledges that Member has reviewed, in addition to the provisions of this Membership Agreement, the provisions of the Terms of Use for the Site and any other agreements which may be incorporated by reference therein or herein, and to the extent of their incorporation therein or herein Member agree to be bound by them.

    LoanMLS’s failure in any instance or multiple instances to insist upon or enforce strict performance by you or any other person or entity of any provision of this Membership Agreement shall not be construed as a waiver of any provision or right and shall not be asserted or construed as a pattern, custom, or practice inconsistent with or in abrogation of any provision hereof.

    If any provision or part thereof of this Membership Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.

    This Agreement shall not be assigned by Member without LoanMLS’s prior written consent. LoanMLS may assign this Agreement without Member's consent to any other party so long as such party agrees to be bound by its terms.

    Contact

    If Member has concerns relating to the Site or this Membership Agreement, please contact LoanMLS at service@LoanMLS.com or via phone at (866) 659-7579.

    Acknowledgement

    MEMBER ACKNOWLEDGES THAT MEMBER HAS READ THIS MEMBERSHIP AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. MEMBER FURTHER AGREES THAT THIS MEMBERSHIP AGREEMENT, TOGETHER WITH THE TERMS OF USE, IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN MEMBER AND LOANMLS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN MEMBER AND LOANMLS RELATING TO THE SUBJECT OF THIS MEMBERSHIP AGREEMENT.