Loan Participation Auction :: Paragon Financial Group

Member Agreement

1.0 How this agreement works

1.1 Welcome to LoanParticipationAuction.com's online buying and selling community (the "site"). This Member Agreement ("agreement") lists the terms of the agreement between you (this means "you") and LoanParticipationAuction.com ("LoanParticipationAuction.com" or "we" or "us") for the buying and selling of loan or pools of loans, or any other product we provide to you, and all other services we provide (the "services"). By checking "I agree" below, you accept the terms and conditions of this agreement and become a member of this site.

1.2 Modification. If we change this agreement, we shall post a revised version of this agreement, which shall automatically replace the terms of this agreement. The revised version of the Agreement is automatically effective 15 days after it is initially posted on the Site. Your continued use of this site and the services following LoanParticipationAuction.com's posting of a revised agreement will constitute your acceptance of the revised agreement. If you do not agree with the terms of this agreement or any revised version of this agreement, do not continue to use the services or this site.

2.0 Who We Are and What We Do

2.1 Online Service Provider. LoanParticipationAuction.com is a web site service that allows members who want to buy ("participant") or sell ("originator") loans to find members who want to sell or buy their loans or funds. If a participant does not find a matching item in the LoanParticipationAuction.com database, the participant can email us their search criteria and our staff will notify our members.

3.0 How to become a member

3.1 To be a member of this site you must be 18 years old or older, a credit union located in the United States, and have the authority to legally enter into and form binding contracts in the name of your credit union.

3.2 We will not accept any request from you to buy or sell loans before you have registered with us. We consider registration necessary to help deter fraud and commercial infiltration. To register, you must provide your real name, address, phone number, and email address. Registration data is kept private in accordance with the terms of this agreement. When you register with us, we will confirm that your registration information is valid.

3.3 Your chosen member name and password is the key to access of this site and use of the services. Member name and password data is kept private in accordance with LoanParticipationAuction.com's with the Privacy and Security policies of these terms and conditions. However, beyond the LoanParticipationAuction.com domain you are solely responsible for maintaining the security of your member name and password. You should not disclose your member name or password to any other person, because you are responsible for any action taken under your member name or password.

4. 0 How to a loan or portfolio as an Originator

4.1 A member who wants to sell a loan(s), enters the site as an orginator, fills out the questionnaire, and waits for confirmation from site personnel. As part of the listing process, the originator is expected to fill out a in-depth survey to provide preliminary due-diligence.

5.0 Finding a loan and making an offer as a Participant

5.1 A member who wants to buy a loan listing first scans the LoanParticipationAuction.com database of loans listed by originators that match the participant's desired needs. Once the participant finds a loan, the participant notifies LoanParticipationAuction.com with an "offer" that the participant is willing to purchase the loan at the price entered at the end of the loan summary page. This offer is made in the form of a yield and officially entered by clicking on submit bid.

5.2 When the site receives an offer, the prospective participant is notified that the offer was received and as soon as the originator is notified an answer will be forthcoming.

6.0 Notifying the originator of the offer

6.1 Once we authenticate the offer, the site notifies the originator, confirming that the originator is willing to pay the price submitted.

6.2 The originator must confirm the order within 2 business day. Upon confirmation, the originator is expected to ship all requested due-diligence or if requested, make arrangements to receive participant's designated representative for a site visit. However, if the originator refuses the participant's offer or fails to confirm within 2 business day then the bid is cancelled and the participant is free to bid on another loan on the LoanParticipationAuction.com database.

7.0 Completing the sale

7.1 Upon confirmation that the originator has accepted your bid, our auction staff will ship all pertinent information and set a closing date.

7.2 After conducting its detailed review of the credit union and loans, a dissatisfied participant is dissatisfied with any part of the loans participated in, the participant must give notice as to why it intends to pass on the loans. If the originator is able to satisfy the concerns a closing date is set.

8.0 Your relationship to us

8.1 Grant of license. For the purpose of promoting and facilitating the sale and purchase of loans, you grant to LoanParticipationAuction.com a license to reproduce, modify, adapt, publish and display on the site and on the sites of our marketing partners your descriptions of loans listed for sale and the information you have given describing the loans for participation.

8.3 Release. In the event that you have a dispute with one or more users, you release LoanParticipationAuction.com and our parent, officers, directors, agents, subsidiaries, legal representatives and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

9. Things we don't allow

9.1 Illegal activity. You agree not to use this site for unlawful purposes or in an unlawful manner. You agree to comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the site. You agree not to use or permit any one to use information provided through the site for any unlawful or unauthorized purpose. You agree not to register under a false name.

9.4 Promotional material and Outside Contact. The participant name and address information is provided for the sole purpose of shipping specific due-diligence and may not be used for any other purpose, either in connection with such shipment(s) or separately from such shipment(s). You agree not to market, transact business, or enter into any business transaction where loans are exchanged for the purpose of participating, buying or selling, to any party introduced through the auction site without paying applicable fee. You agree not to separately contact the participant if you are the originator, or contact the originator, if you are the participant without first notifying LoanParticipationAuction.com in writing and paying the applicable fee. You agree to never initiate, support directly or indirectly, or conspire with other parties to contact the members of originating credit unions, whose identity is disclosed through loan packages, unless directed to do so by the originator.

9.5 Non-Promotional material. The participant name and address information is provided for the sole purpose of shipping the specific purchased product(s) and may not be used for any other purpose, either in connection with such shipment(s) or separately from such shipment(s). You agree not to separately contact the participant beyond fulfillment of purchases through LoanParticipationAuction.com.

10. What happens if we think you have broken our rules

10.1. Investigations. We may investigate complaints and violations of our policies. You agree to cooperate fully with such investigations, including without limitation, providing us specific information regarding your right to a loan(s), the source of said loan, your acquisition of a loan(s), or the price you paid for said loan, including any fee paid for assistance in participating in such loans.

10.2. Violations, Termination and Suspension. We may take any action that we deem appropriate in our sole discretion, including without limitation issuing warnings, a warning, or suspension or termination of service, denying access, and removal of listings of items from, or recommending you edit a listing if: (a) you breach this Agreement or the documents it incorporates by reference; (b) you are unwilling to cooperate with our investigation of a complaint or reported violation; (c) we are unable to verify or authenticate any information you provide; (d) or we believe your conduct may cause legal liability for you, for other members, or for LoanParticipationAuction.com. You agree that payments owing to you for sales made through this site may be suspended or delayed pending our investigation. LoanParticipationAuction.com is not obligated to pay you for any sales, all transaction are done directly between participant and originator. If we have a good faith basis to believe such sales were unlawful or otherwise made in material violation of this agreement, the transaction will be terminated immediately, upon our discretion.

10.3. Disclosure of Information. Fraudulent conduct may be reported to law enforcement in accordance with our Privacy Policy, and LoanParticipationAuction.com will cooperate to ensure that violators are prosecuted to the fullest extent of the law. LoanParticipationAuction.com also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties.

11. Your warranties to us

11.1 Unless otherwise prearranged, the buyer agrees to pay the participation fee at closing for any loan or portfolio that is or was posted on this site within the last 18 months. PFG is not in the business of giving away leads or contacts. In order to remain in business PFG must find, cultivate, and service participation accounts, for this PFG charges a fee to one party. By clicking on I agree, as the 'buyer' you agree to pay a fee, stipulated prior to, and payable upon closing on any participation where the parties were introduce through the Loan Participation Auction Website. Unless otherwise stated, the SELLER does NOT pay a fee. This section applies to any loan, portfolio, or institution introduce on the site and lasting for a period of eighteen months from the date last posted on the website.

11.1.1 For all goods you list as the originator, you warrant that your descriptions of the goods accurately detail and describe the goods offered for sale.

11.2. You represent and warrant that any information you provide to us, to other members, or to visitors (a) is not false, inaccurate, misleading, obscene or defamatory; (ii) is not fraudulent; (iii) does not involve the sale of counterfeit or stolen items; (iv) does not infringe any third party's copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (v) does not violate any law, statute, ordinance or regulation, including without limitation those governing your credit union, consumer protection, unfair competition, anti-discrimination or false advertising; and, (vi) does not contain any viruses or any programming that is intended to damage or interfere with any system, data or personal information.

11.3. You agree to indemnify and hold LoanParticipationAuction.com, and its parent (if applicable), subsidiaries, affiliates, officers, directors, attorneys, agents and employees, harmless against all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by LoanParticipationAuction.com, and its parent (if applicable), subsidiaries, affiliates, officers, directors, agents, attorneys and employees that arise out of any claim asserted by a third party that involves, relates to or concerns any of your actions or omissions.

12. What we don't warrant (disclaimers of warranties and limitations of liability)

12.1. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, LOANPARTICIPATIONAUCTION.COM PROVIDES THE SITE AND SERVICES ON AN "AS IS" BASIS AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. LOANPARTICIPATIONAUCTION.COM MAKES NO WARRANTY WITH RESPECT TO THE LOANS OR WITH RESPECT TO THE SERVICES LOANPARTICIPATIONAUCTION.COM PERFORMS, OR THAT ORIGINATORS OR PARTICIPANTS WILL PERFORM AS PROMISED, AND LOANPARTICIPATIONAUCTION.COM EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

12.2. LOANPARTICIPATIONAUCTION.COM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY CONSEQUENTIAL, INCIDENTAL, AND EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT AND SPECIAL DAMAGES) WHICH MAY RESULT FROM THE ORIGINATION, SALE, DISTRIBUTION OR USE OF LOANS.

12.3. LOANPARTICIPATIONAUCTION.COM'S LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY ONE ELSE IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) $100, AND (B) THE TOTAL DOLLAR AMOUNT OF LOANS YOU BOUGHT AND SOLD VIA LOANPARTICIPATIONAUCTION.COM IN THE 12 MONTHS PRIOR TO THE ACTION ALLEGEDLY GIVING RISE TO LIABILITY.

12.4. YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY REPRESENT BARGAINED FOR ALLOCATIONS OF RISK, AND THAT THE PRICING AND OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT SUCH ALLOCATIONS OF RISK.

12.5 Some states do not allow the limitation of liability, so the foregoing limitations may not apply to you.

12.6 You agree that LoanParticipationAuction.com is not responsible in any way for the accuracy or suitability of any payment of taxes to any entity on your behalf. You shall indemnify and hold LoanParticipationAuction.com, and its parent (if applicable), subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys' fees) incurred by LoanParticipationAuction.com that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of LoanParticipationAuction.com as a re-originator of goods.

12.7. LoanParticipationAuction.com reserves the right at any time to modify or discontinue, temporarily or permanently, the site or any part of the site with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the site or any services under this agreement.

13. We own the intellectual property rights to our site

13.1. You acknowledge and agree that (i) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, "intellectual property") is and shall remain our sole property, and (ii) nothing in this agreement shall confer in you any right of ownership or license rights in our intellectual property. In addition, you shall not now or in the future contest the validity of LoanParticipationAuction.com's intellectual property.

13.2. Copyright (c) 2000-2201, LoanParticipationAuction.com, Inc. The software and the site, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of LoanParticipationAuction.com or its suppliers, and are protected by U.S. and international copyright, trademark and other laws. The compilation (meaning the collection, arrangement, and assembly) of all content on the site is the exclusive property of LoanParticipationAuction.com and protected by U.S. and international copyright law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the site is strictly prohibited.

14. Additional terms that affect our agreement

14.1. Notices. Except as expressly stated otherwise, all notices to LoanParticipationAuction.com shall be sent to the email addresses provided on the site (e.g., webmaster@LoanParticipationAuction.com). Our street address is 100 Paragon Drive, Montvale, New Jersey 07645-0400. Except as expressly stated otherwise, all notices to you shall be sent to the email address you provided to us during the registration process. Such notice shall be deemed given one business day after the email is sent.

14.2 Governing Law; Arbitration. This Agreement shall be governed by and interpreted in accordance with the law of the State of New Jersey, U.S.A., without regard to its provisions governing conflicts of law. Except for allegations that you have infringed or have threatened to infringe our intellectual property rights, you and we agree that any dispute or controversy between us, or arising under or concerning performance or breach of this Agreement, shall be settled by one arbitrator in binding arbitration, to be held in Bergen County, New Jersey, U.S.A., under the then-current rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction. In the event we allege that you have infringed or threatened to infringe our intellectual property rights, then, in addition to any other rights and remedies we may have, we may seek any preliminary or permanent injunctive relief from any court of competent jurisdiction. For such actions, you consent to the exclusive personal jurisdiction and venue of the federal and state courts in and for Bergen County, New Jersey, U.S.A.

14.3. Responsibility for Taxes. Participants and originators are responsible for all tax related issues that may arise.

14.4. Miscellaneous. This agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this agreement will be valid or effective unless made in accordance with the express terms of this agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this agreement shall not be affected. You may not assign or transfer this agreement, or any of its rights or obligations, without the prior written consent of LoanParticipationAuction.com, which we can refuse. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns. Our suppliers and co-brand partners are third-party beneficiaries of this Agreement.