Lending Exchange (“lendingXchange”) is a SaaS platform (the “Platform”), provided by Oliana LLC (“Oliana” or “we,” or “us,” or “our) organized under the laws of the State of California, USA, and operating under the laws of the USA.
Lending Exchange engaged in assessment of real estate projects, connecting real estate entrepreneurs with lenders and providing tools for real estate loans processing (the “Platform Services”). By accessing or using the Platform at www.lendingexchange.io, you (“you”, “your” or the “User”) agree that you have read, understand and agree to these Terms of Service (these “Terms”) regardless of whether you have registered as a member.
The Platform we operate allows Real Estate Entrepreneurs to post their project data and documents to the Platform in anticipation of certain of such projects being offered for funding using the Platform Services. These Terms govern your access and use of the Platform and all content, services and/or products provided by the Platform Services. Please carefully review these Terms before using the Platform Services. If you violate any of these Terms (which include by reference our Privacy Policy) or otherwise violate an agreement between you and us, Oliana may terminate your membership, and/or prohibit you from using the Platform or the Platform Services at any time in its sole and absolute discretion, with or without notice.
The Platform we operate allows Real Estate Lenders to review posted projects data and documents in the Platform and submit loan offers in anticipation of certain of such offers being accepted by Real Estate Entrepreneurs and as a result receive contact details of the Real Estate Entrepreneurs in order to offer them loan products. These Terms govern your access and use of the Platform and all content, services and/or products provided by the Platform Services. Please carefully review these Terms before using the Platform Services. If you violate any of these Terms (which include by reference our Privacy Policy) or otherwise violate an agreement between you and us, Oliana may terminate your membership, and/or prohibit you from using the Platform or the Platform Services at any time in its sole and absolute discretion, with or without notice.
Please note the following:
Services that are provided to you as Paid Services may be provided to you on a subscription basis for the length of term that you specified during the initial sign-up process or your first use (“Subscription Term”). All of your subscriptions to Paid Services with a Subscription Term will automatically renew for periods equal to your initial Subscription Term, and you will be charged at our then-current rates unless you cancel your subscription through the Services’ account dashboard prior to your next scheduled billing date.
We may offer free or trial versions of the Services (“Free Services”) from time to time. With respect to each such Free Service, we will make each such Free Service available to you free of charge until the earlier of (a) the end of the free trial period (if applicable) for which you registered to use the Free Service; (b) the start date of your Subscription Term for the Paid Services version of such Free Service; or (c) termination of the Free Service by Oliana in our sole discretion. We will have no liability for any harm or damage arising out of or in connection with any Free Services.
In order to access those Services for which we require a fee (“Paid Services”) you will be required to provide Oliana with your credit card information (“Payment Method”). By providing a Payment Method you are authorizing us to charge your Payment Method on a monthly, annual, or pay-as-you-go basis, or as otherwise applicable for the fees associated with the Paid Services that you use. Any Payment Method that you provide us must be valid, and kept current by you during the Subscription Term. By providing us with a Payment Method, you represent and warrant that you are authorized to use such Payment Method. Oliana will begin billing your Payment Method for the Paid Services on the day that you begin using such Paid Services, regardless of whether you have fully configured the Paid Services as of that date.
We reserve the right to change the fees that we charge for the Service, at any time in our sole discretion, provided that we give you at least thirty (30) days’ prior notice of such changes. Unless otherwise specified in such notice to you, any changes to the subscription fees will take effect in the billing period immediately following our notice to you.
FEES ARE NONREFUNDABLE. YOU WILL BE BILLED IN FULL FOR THE SUBSCRIPTION TERM IN WHICH YOU CANCEL AND NO REFUNDS WILL BE PROVIDED FOR THE UNUSED PORTION OF SUCH SUBSCRIPTION TERM. Following any cancellation, however, you will continue to have access to the Paid Services through the end of your current Subscription Term. We may, in our sole discretion, provide a refund, discount, or credit (“Credits”) to you in a specific instance, however the provision of Credits in a specific instance does not entitle you to Credits in the future for similar instances or obligate us to provide additional Credits.
Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against Oliana as measured by our net income. Unless you provide us with evidence of an exemption, we will invoice you for such Taxes if we believe we have a legal obligation to do so and you agree to pay such Taxes if so invoiced.
In the registration process, you will obtain a User name and password. You are responsible for keeping your User name and password secure and confidential. You are liable for any charges, damages or losses incurred by you or us as a result of your failure to keep your User name and password confidential. If you believe there has been unauthorized use of your User name or password, you must notify us immediately in writing of any unauthorized use of: (a) any content, (b) any account; or (c) the Platform that comes to your attention. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Oliana with such cooperation and assistance related to any such unauthorized use as Oliana may reasonably request.
To the extent you submit content to the Platform, you grant to us a royalty-free, perpetual, irrevocable, non-exclusive, fully paid and transferable right and license to use, reproduce, modify, adapt, publish, distribute, translate, communicate to the public, create derivative works from, perform and display such content worldwide without restriction or compensation. Content posted in the public areas of the Platform may appear in public search results and may be accessed by everyone on the Internet, which you should take into consideration before submitting content to the public areas of the Platform.
You hereby grant us and our contractors the right to transmit, use and disclose content posted on the Platform solely to the extent necessary to provide the Platform Services, as otherwise permitted by these Terms, or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law, or to respond to an emergency which we believe in good faith requires us to disclose information in preventing the death or serious bodily injury of any person.
You represent and warrant that: (a) you have all the rights in the content necessary for you to use the Platform Services and to grant the rights in this section; and (b) the storage, use or transmission of the content does not violate any law or these Terms.
You will: (a) be solely responsible for the nature, quality and accuracy of the content; (b) ensure that the content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; and (c) maintain appropriate security, protection and backup copies of the content, which may include, your use of additional encryption technology to protect the content from unauthorized access. Oliana will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any content.
If you comply with these Terms, you will have a limited, non-exclusive, non-transferable, and revocable license to access and use both the publicly available and password protected areas of the Platform, only for its intended purpose. If you comply with these Terms, you shall have a worldwide, royalty-free, non-transferable license to provide a link to the publicly available areas of the Platform, if the link is provided for the intended purpose of the Platform. Except as allowed specifically, you may not copy, modify, distribute, transmit, display, reproduce, publish, license, transfer or sell any content or any information included on our Platform.
Oliana has no special relationship with or fiduciary duty to you. You acknowledge that Oliana has no duty to take any action regarding which Users gain access to the Platform, what effect the content of the Platform has on Users, or how Users interpret or use the content on the Platform. You may provide content to the Platform in the form of communications with us, documentation supporting diligence on you or your business, property, property documentation, real estate project, real estate project documentation, loan files, loan data, loan documentation, loan purchase documentation, and other content and documentation related to the making, selling, holding, assigning and otherwise hypothecating property or loans.
You agree that you will:
The Platform offers a feature known as “Verified by Lending Exchange,” which is designed to authenticate various aspects of user-provided information through the utilization of diverse third-party data sources (including but not limited to property data APIs, credit report APIs, and banking APIs). Verified information is denoted by a distinctive “Verified” icon, appearing either in an enabled (fully visible) or disabled (greyed out) state.
The enabled icon signifies the successful execution of third-party source verification, with positive results confirming the accuracy of the user-provided input. Conversely, the disabled icon indicates that, for various reasons, third-party verification was not performed, and, as a result, the information cannot be considered validated by an external source.
It is crucial to note that the “Verified by Lending Exchange” feature does not assure the absolute accuracy of the verified data. Users are advised to exercise caution when relying on the verified information, as external circumstances or limitations may affect the execution of third-party verifications. The presence of the “Verified” icon serves as an indicator of the verification process but does not guarantee the infallibility of the data obtained through this feature.
Users are encouraged to recognize the inherent limitations and uncertainties associated with data verification processes and are advised to use the “Verified by Lending Exchange” feature judiciously. Oliana shall not be held responsible for any inaccuracies or discrepancies in the verified information provided through this feature, and users acknowledge and accept this limitation as part of their use of the Platform.
You hereby authorize Oliana to (and represent that you have the right to do so):
Oliana has no obligation to include or decline to include any specific information on the Platform with respect to any project, entrepreneur, loan product, loan or lender and all content posted on the Platform is subject to Oliana’s sole and absolute discretion. If you have obligations to third-party providers, you must secure their consent to the foregoing.
In the event you are prohibited from disclosing material nonpublic information through a contractual obligation or fiduciary duty, you shall so inform Oliana in writing. In addition, you shall immediately inform Oliana in writing in the event that information disclosed to Oliana about you or any project or any loan product is prohibited from disclosure on the Platform, as applicable.
The design, features, text and graphics of the Platform are copyrighted 2023 by Oliana LLC, all rights reserved. The images, text and all elements of the Platform are our intellectual property and may not be used without our prior written permission. All third-party product names and company names or logos included on the Platform are the property of their respective owners. You may not copy, modify, upload, post, transmit or distribute any material, including code, from the Platform except as specifically permitted by these Terms. Unauthorized use constitutes copyright and/or trademark infringement. You may not use any part of the Platform to create a similar or competing platform. Any use of the Platform not specifically permitted by these Terms is prohibited and constitutes a breach of these Terms.
You acknowledge and agree that Oliana may use your name, marks and logo on the Platform and in promotional literature, press releases, publicity and marketing materials. The Platform contains Confidential Information (as defined below) of Oliana and third parties. We do not allow disclosure of this information to anyone, and we do not permit you to use such information for any purpose other than participating in the Platform Services.
“Confidential Information” is information that (a) is non-public; or (b) is designated as “confidential” by Oliana; or (c) a reasonable person should understand is confidential. For the avoidance of doubt, Confidential Information also includes non-public information that Oliana or its partners or affiliates furnish or otherwise make available to you with respect to the Platform Services, including property sales history, appraisals, reports, insurance policies, forecasts, memos, studies and any other written or electronic materials prepared by Oliana or its partners or affiliates. Further, Confidential Information includes information relating to partners and third-party businesses and companies, including, but not limited to, business or strategic plans, pricing, purchase and sale agreements, loan documents, information on comparable properties, vendor names, and customer lists.
Non-disclosure. You agree to not disclose any Confidential Information, and you shall not use such Confidential Information except as specifically permitted by these Terms. You agree to use at least a reasonable standard of care and diligence in safeguarding the Confidential Information.
Non-circumvent. You agree not to contact, either directly or indirectly, any vendor, third-party, partner or affiliate associated with a property, loan or loan investment listed on the Platform, or any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of said parties, unless such contact is made on the Platform using the features of the Platform, or if the contact is unrelated to any project, property, loan or loan product listed on the Platform. You further agree not to undertake any transaction or a series of transactions of any kind with any vendor, third-party, partner or affiliate associated with a project, property, loan or loan product listed on the Platform, as it relates to the project, property, loan or loan product listed on the Platform.
Exceptions. Your obligations in connection with Confidential Information under these Terms does not apply to Confidential Information which you can demonstrate: (i) was discovered or developed by you independently without reliance on the Confidential Information; or (ii) is required to be disclosed by law, provided that you promptly notify us so that we may have an opportunity to obtain relief in connection with such disclosure.
Reservation of Rights. Our intellectual property is protected by U.S. and international copyright and other laws, and we retain all rights with respect to the content on the Platform and the Platform Services therein provided. You agree not to publish, copy, display, modify, create derivative works from, or exploit our intellectual property except as specifically permitted herein.
Monitoring
We are under no obligation to monitor the information contained in or transmitted through the Platform. You agree that we may monitor on the Platform (a) to comply with applicable laws, regulations or other government requests; and (b) for such other purposes as we deem appropriate. We reserve the right to modify, reject or eliminate any information contained in or transmitted through the Platform that we believe is unacceptable or in violation of these Terms.
The Platform may contain links or access to other websites or mediums belonging to our business partners, affiliates, advertisers, service providers and other third parties. We are not responsible for the activities and/or policies of such websites and our inclusion of such links should not be construed as an endorsement of the material on such websites. We are not responsible for examining or evaluating any third party content, products or services and we do not warrant such content, products or services. Your use of the Platform to link to another site is at your own risk.
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT SHALL OLIANA, ITS AFFILIATES OR THEIR DIRECTORS, MANAGERS, OFFICERS, STOCKHOLDERS, MEMBERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE PLATFORM OR THE PLATFORM SERVICES OR ANY OF THE PLATFORM CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE PLATFORM, EVEN IF OLIANA IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAW OR OTHER LAWS, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM OLIANA, ITS AFFILIATES OR THEIR DIRECTORS, MANAGERS, OFFICERS, STOCKHOLDERS, MEMBERS, PARTNERS, EMPLOYEES OR REPRESENTATIVES, REGARDLESS OF THE CAUSE OF ACTION.
CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
By visiting or using the Platform, you agree that the laws of the State of California, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms. By agreeing to these Terms, you agree to submit to personal jurisdiction in Los Angeles, California for all purposes, and you agree to waive, to the maximum extent permitted by law, any right to a trial by jury for any matter. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to these Terms, or any breach thereof, shall be finally resolved by binding arbitration administered by JAMS or by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in California. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either Oliana or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
You agree that you and Oliana are each waiving the right to a trial by jury or to participate in a class action. This is a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of your account with us. YOU AND OLIANA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Additionally, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
You understand that you may consult with counsel about agreeing to arbitration or any other of these Terms, and you agree that by using the Platform, and the Platform Services, you are voluntarily accepting these Terms.
Except for material that we license to you, we do not claim ownership of any content that is transmitted, stored or processed in your account(s).
We do not guarantee the accuracy of any content on the Platform, including any third party content, property data, market data or other information on the Platform. No third party content, market data or other information on the Platform is warranted or guaranteed by Oliana or its affiliates as to its completeness, accuracy, or fitness for a particular purpose, express or implied, and such third party content, property data, market data and other information on the Platform are subject to change without notice. Oliana or its affiliates may have issued, and may in the future issue, other communications that are inconsistent with, and reach different conclusions from the third party content, property data, market data or other information presented on the Platform.
With respect to User conduct or postings and third party content on the Platform, we do not control nor are we responsible for what Users post on the Platform and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Platform or in connection with any User content or third party content on the Platform. We are not responsible for the conduct, whether online or offline, of any User of the Platform or the Platform Services. We cannot guarantee nor do we promise any specific results relating to projects, loan offerings, loan products, loans or any other part of the Platform or the Platform Services.
The Platform or the Platform Services may be temporarily unavailable at certain times for repair, maintenance or other reasons. We assume no responsibility for any interruption, error, omission, deletion or delay in operation or transmission, theft or destruction or unauthorized access to User communications. We are not responsible for any issues or technical malfunction of any telephone or fiber optic or cellular network, computer systems, servers or providers, computer equipment, software, including injury or damage to Users or to any other person’s computer related to or resulting from downloading materials in connection with the Platform or the Platform Services. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from use of the Platform or the Platform Services, or any content on the Platform, whether online or offline.
At any time, with or without notice, we have the right to change, update or enhance any content contained on the Platform and any Platform Services offered on the Platform. We may add or remove functionalities or features from the Platform at any time, and we may suspend or stop a Platform Service altogether.
If you believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the information in writing as outlined in 17 U.S.C. 512(c)(3).
You will also promptly handle and resolve any notices and claims relating to the content, including any notices sent to you by any person claiming that any content violates any person’s rights, such as take-down notices pursuant to DMCA and any other notices.
You acknowledge that if you fail to comply with all of the requirements of 17 U.S.C. 512(c)(3), your DMCA notice may not be valid.
With notice to us, you may terminate your Platform account for any reason at any time. We may temporarily suspend or terminate your Platform access for any reason at any time in our sole discretion, with or without notice, and without incurring liability of any kind. We may immediately suspend or terminate your account if you abuse or misuse our Platform or the Platform Services or engage in behavior that, in our sole and absolute discretion, deem contrary to the purpose of the Platform. If you violate any of these Terms, we may immediately terminate your limited license to use the Platform. If, in Oliana’s determination, the suspension might be indefinite and/or Oliana has elected to terminate your access to the Platform, Oliana will use commercially reasonable efforts to notify you through the Platform and/or by email. You acknowledge that if your access to the Platform is suspended or terminated, you may no longer have access to the content that is stored on the Platform.
You are solely responsible for your interaction with other Users on the Platform. While we may monitor claims that involve you and other Users, we have no obligation to become involved. If you become involved in such a dispute, and our provision of the Platform Services is not a substantial factor in creating such dispute, then you release us from claims, demands, and damages of every kind and nature, known and unknown, arising out of or connected with such dispute.
In addition to these Terms, you are bound to the terms of each of the other agreements to which you agree as a user of the Platform and the Platform Services, including, without limitation, the Consent to Electronic Transactions and Disclosures and your Representations Regarding Use of the Platform.
You agree that no joint venture, partnership, employment or agency relationship exists between you and us as a result of these Terms or your use of the Platform and the Platform Services. You agree that we can assign these Terms, in whole or in part, in our sole discretion. You may not assign your rights or obligations under these Terms without written permission from us. If any provision of these Terms is found to be invalid by any court with appropriate jurisdiction, the invalidity of such provision shall not affect the validity of the other provisions of these Terms, which shall remain in full force and effect. If we fail to act with respect to a breach of these Terms, such inaction does not waive our right to act with respect to that breach or subsequent breaches.
Except as specifically contemplated by these Terms, no representations, statements, consents, waivers or other acts or omissions by us shall be deemed legally binding on us, unless documented in writing. We make no representation that the Platform is appropriate or may legally be viewed in the nation, state, or other jurisdiction in which you are located. Access to our Platform is prohibited from jurisdictions where the Platform, or its content is illegal.
