2. INFORMATION SECURITY POLICY
4. USER FEES
6. COPYRIGHT, TRADEMARK AND SERVICE MARK NOTICES
8. ELECTRONIC COMMUNICATIONS/NOTICES AND INFORMATION DELIVERED ELECTRONICALLY.
11. LIMITATION ON DAMAGES
12. LINKS TO THIRD PARTY WEBSITES
13. ERRORS AND DELAYS
14. DISPUTE RESOLUTION
15. OTHER TERMS
If you do not agree to the terms and conditions or other provisions contained herein, then you are not authorized to access or utilize this Website or the Services and, if you are already utilizing this Website you are to cease accessing or otherwise utilizing this Website or the Services.
THE DISCLOSURES AND CONSENT REQUIRED UNDER ANY APPLICABLE LAWS ARE DEEMED TO BEEN PROVIDED, RECEIVED AND AGREED TO, AS APPLICABLE, BY YOUR USE OF THIS WEBSITE.
2. INFORMATION SECURITY POLICY.
The Cerebro Consumer Information Security Policy, which is hereby incorporated by reference, explains the Company’s policies related to your information collected through this Website, or any other information received by the Company, directly or indirectly from you, or otherwise transmitted to or from any third parties.
The Company DOES NOT, as part of the Services, the Website, or otherwise, make any loans or credit decisions with respect to any Users, nor does the Company issue commitments or any loan agreements. The Services are administrative in nature. Any disputes between you and (a) a Lender, if you are a User, or (b) a User, if you are a Lender (in each case, a “Counterparty”), must be handled directly between you and such Counterparty. None of the Services should be considered legal or professional advice and should not be relied upon as such. If you are a User, your utilization of the Website and Services and your provision of information to the Company and the Lenders IS NOT, and DOES NOT constitute, a loan application.
If you are a User, you may have to complete any and all formal applications required by any Lender, with whom you choose to transact business, before they will extend an unconditional offer, and any Lender you select may require you to pay application or other fees to cover the costs associated with any unconditional offer.
You hereby agree that nothing contained in the Website or provided to you by the Company as part of the Services shall be deemed as (a) in the case of a Lender, an endorsement or recommendation of the creditworthiness or acceptability of any particular User and you further acknowledge that the Company does not make any representations or warranties related to the quality of the Users, or (b) in the case of a User, an endorsement or recommendation of the products of any particular Lender and you further acknowledge that the Company does not make any representations or warranties related to the quality of the Lender. You hereby acknowledge that, by providing you access to the Website or delivering the Services, the Company is not acting as your agent or as the agent of any Counterparty. You should rely on your own judgment in deciding whether to transact any business with any Counterparty. You hereby agree that the Company shall not be liable for any damages, costs, expenses or any other liabilities arising out of or in any way connected with your use of the Services or the Website with respect to any applicable Counterparty, and you hereby acknowledge that such Counterparty is solely responsible for its obligations to, and agreements with, you and the acts, agreements, or omissions of any such Counterparty, including any fraud, misrepresentation, misconduct on the part of such person. You hereby acknowledge and agree that any of your information, whether produced by you or by the Company, may be retained by the Company and its affiliates. You hereby agree that the Company and its affiliates may use your non-identifiable information for internal marketing and analytics, and you are hereby providing express written consent for the retention of the same and for the Company and its affiliates to share this non-identifiable information for this purpose.
This Website and the Services are available in connection with commercial lending in the United States and the District of Columbia, unless otherwise specified. The Company expressly reserves the right to discontinue, suspend or otherwise terminate the use of the Services in any specific state through the Websites at any time, without prior notice.
The Company does not guarantee acceptance of any particular terms or conditions with any Counterparty. All loan approval standards are established and maintained solely by individual Lenders. The Company is not responsible for any vetting or providing due diligence services and cannot, and does not, guarantee that the terms offered or otherwise made available by any Counterparty are the best terms available in the market. Any Counterparty’s offer may be subject to market conditions, approvals, and qualifications. Unless expressly stated in writing by a Counterparty, nothing contained in the Website or provided as part of the Services shall constitute an offer, promise or firm commitment by such Counterparty.
As part of the Services, the Company may provide you with certain data or data analytics. Such information is based upon the Company’s good faith estimates and assumptions based upon currently available information. While the Company strives to provide accurate and precise data, given the private nature and volatility of the commercial lending market, the information provided to you may not be precise, accurate or up-to-date, and should not be independently relied upon as such.
As part of the Services, the Company may provide you with information related to the status of certain existing loan terms. This information is being provided to you in order to assist you, your attorneys, your employees and agents, and your other professional service providers. Such information should not be considered legal or professional advice, relied upon as such or used as a replacement for legal or professional advice. In many cases such information is only as good as the information you or your agents have provided to the Company. The Company and its affiliates are not responsible for any claims, costs, expenses, losses, damages or other liabilities associated in any way with your use of such information or any errors, mistakes or omissions associated therewith or contained therein. Legal counsel should participate in the input of all information to the Website or any other delivery of information to the Company, whether via this Website or otherwise, and legal counsel should review and advise you with respect to (a) any information received from the Company or any Counterparty, whether through this Website, the Services or otherwise, and (b) any communications with any Counterparty, whether through this Website, the Services or otherwise,.
The Company uses information from third-party services, government databases, its own databases, and from the other Data Parties in order to perform operations, calculations, and other information generation, analysis, and other information processing. You hereby agree and acknowledge that (a) the general market and industry information, the customized or personalized information, and any other information that is being provided to you via the Services, is provided on an “AS IS, WHERE IS” with all faults and defects, (b) neither the Company nor its affiliates make any warranties, express or implied, including without limitation, those of merchantability and fitness for a particular purpose with respect to such information, (c) neither the Company nor any of its affiliates are responsible for errors, omissions, miscalculations or misrepresentations related to such information, and (d) any use by you of such information is at your own risk, and you shall indemnify and hold harmless the Company and its affiliates from any and all claims, losses, liabilities or other damages that may result from your use of this Website or the Services.
4. USER FEES.
If you are a User, by using this Website or the Services, you hereby agree to pay any and all fees that are communicated to you by the Company and to which you have electronically acknowledged your consent. When you agree to utilize those Services for which the Company charges a fee, you will be required to input payment information for your credit card or other payment method. You hereby agree to have the Company charge you, via your credit card or other payment method, for the fees related to any Services that you have agreed to purchase. All fees paid by you or on your behalf to the Company are non-refundable. All fees must be paid in US dollars.
You hereby agree to not circumvent or attempt to circumvent, including by way of assisting, or attempting to assist, any Counterparty in circumventing, the relationship between any Counterparty and the Company or between you and the Company in an effort to reduce, remove or avoid any fees, commissions, remunerations or any other consideration, or to otherwise cause the same not to be paid to the Company or its affiliates. You hereby agree that, upon the consummation of any transaction or other business dealing with any Counterparty that was introduced to, or matched with, you through this Website or the Services, you shall immediately, but no later than ten (10) days after the consummation of such transaction or business dealing, inform the Company of the same. Should the Company contact you regarding the consummation of such transaction or business dealing, you hereby agree to inform the Company of the status thereof.
6. COPYRIGHT, TRADEMARK AND SERVICE MARK NOTICES.
All contents of this Website are Copyright ©, all rights reserved. Cerebro Capital, Credit Explorer, Deal Sonar, and Covenant Navigator are registered trademarks of the Company. Other product and company names mentioned herein, in the Website or as part of the Services, including the names of any Counterparties or other Data Parties, may be the trademarks of their respective owners.
Nothing on this Website should be construed as granting, by implication, estoppel or otherwise, any license or other right to use any service mark or trademark (individually and collectively, “Mark” or “Marks”) displayed on this Website, without the prior written permission of the Company or the applicable Mark holder for each such use. You agree to not use the Marks to disparage the Company, the Counterparties, the other Data Parties or any products or services of such persons, nor shall the Marks be used in any manner that may damage any goodwill related to the Marks. You agree to not use any Mark as part of a link to or from any website unless you receive the prior written consent for the establishment of such a link by the holder of such Mark.
This Website contains material that is, or may become, copyrighted, trademarked, or patented and is proprietary information of the Company, including, but not limited to, software, text, html text, videos, photos, graphic designs, source code, music and sound, and all of the contents of the Website are copyrighted as a collective work under the copyright laws of the United States. The Company owns a copyright in the coordination, selection, arrangement, and enhancement of such content, as well as in the original content on which any alterations are made. You hereby agree to not modify, transmit, publish, participate in the transfer or sale, create derivative works or in any way exploit, any of the content, in whole or in part, or attempt to do any of the foregoing. Except as may be otherwise expressly permitted under the copyright laws of the United States, no copying, redistribution, publication, retransmission or commercial or non-commercial use or exploitation of any material contained in the Website or as part of the Services will be permitted without the prior written consent of the Company or the applicable copyright owner. All elements or other components of the Website are protected by trademark, unfair competition, trade dress, and other Applicable Laws and may not be copied in whole or in part, by any means, including the use of framing or mirrors.
THIS WEBSITE AND ALL INFORMATION SOFTWARE, PRODUCTS AND SERVICES PROVIDED TO YOU BY THE COMPANY, THROUGH THE WEBSITE OR AS PART OF THE SERVICES, INCLUDING ANY CHANGES, IMPROVEMENTS, AMENDMENTS OR OTHER MODIFICATIONS THERETO, ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS AND THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR OTHERWISE WITH RESPECT TO SUCH ITEMS OR THE USE THEREOF, INCLUDING ANY WARRANTIES RELATED TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUCH ITEMS ARE PROVIDED TO YOU AS A SERVICE AND ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON SUCH ITEMS OR THE INFORMATION CONTAINED THEREIN. THE EVALUATION OF THE ACCURACY, COMPLETENESS OR USEFULNESS OF SUCH ITEMS, THE INFORMATION CONTAINED THEREIN, AND ANY OPINION, ADVICE OR OTHER CONTENT RELATED THERETO THAT IS PROVIDED TO YOU BY THE COMPANY OR ITS AFFILIATES, WHETHER THROUGH THE WEBSITE OR AS PART OF THE SERVICES, IS YOUR RESPONSIBILITY. FURTHER, THE COMPANY DISCLAIMS ALL WARRANTIES RELATED TO THE COUNTERPARTIES WHO PARTICIPATE IN THE SERVICES OR ANY OFFERING OF LOANS OR OTHER FINANCIAL TRANSACTIONS BY SUCH ENTITITES. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR DEALINGS WITH ANY COUNTERPARTY OR RELIANCE ON ANY STATEMENTS, WARRANTIES OR OTHER INFORMATION PROVIDED BY SUCH COUNTERPARTIES. USE OF THIS WEBSITES AND/OR THE SERVICES IS AT YOUR OWN RISK.
YOU HEREBY AGREE THAT THE COMPANY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, BOARD MEMBERS, AND AGENTS ARE NOT, AND WILL NOT BE, LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OR THE INABILITY TO USE THIS WEBSITE AND/OR THE SERVICES OR WITH THE DELAY OR INABILITY TO USE THIS WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THIS WEBSITE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED THROUGH THE WEBSITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAILS, ERRORS, DEFECTS, VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE COMPANY’S RECORDS, PROGRAMS OR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEBSITE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY AND/OR ITS SUPPLIERS, PROVIDERS, AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
8. ELECTRONIC COMMUNICATIONS/NOTICES AND INFORMATION DELIVERED ELECTRONICALLY.
Each of the Company, the Counterparties, or the other Data Parties may choose to electronically deliver any information related to their respective services, the transactions contemplated hereunder, any actions taken hereunder, any notices required under Applicable Laws, other terms, conditions, and documents. You hereby agree to receive any and all such current and future notices, communications, disclosures, and information electronically. You hereby agree that your information technology systems meet the technical requirements set forth below and that you are able to access and retain copies of any notices or other information that is sent to you or otherwise made available to you electronically.
In order to receive, access, and retain the information and notices that the Company, the Counterparties or other Data Parties send or make available to you electronically, you may need to have certain standard business software or other technical capabilities. You hereby agree that you are, and will continue to be, able to access and retain copies of any notices or other information that is sent to you or otherwise made available to you electronically.
11. LIMITATION ON DAMAGES.
You hereby irrevocably waive any claim to consequential, indirect, punitive, incidental or exemplary damages, and in no event will the Company or its affiliates have any liability, whether direct or indirect, to you in excess of actual direct compensatory damages.
12. LINKS TO THIRD PARTY WEBSITES.
This Website may contain certain links, hyperlinks or imbedded links to third party websites, including those of any Counterparties or Data Parties. Such links are provided solely for your convenience and reference only, and the inclusion of such a link does not imply any endorsement by the Company or its affiliates of such website, its contents, the services provided thereunder or its owner. The Company and its affiliates are not responsible for the accuracy or content of the information provided by that website, nor are they liable for any direct or indirect damages, losses, claims or liabilities arising out of your access to, or use of, such website or the services offered thereunder.
13. ERRORS AND DELAYS.
The Company is not responsible for any errors, delays or other issues which may cause errors or delays in any Counterparty responding to a request or the Company’s processing of your information.
14. DISPUTE RESOLUTION.
Any and all claims or controversies arising hereunder or otherwise relating to (a) your use of, or access to, this Website or the Services, (b) any acts or omissions of the Company or (c) any claim or controversy as to arbitrability (each of (a) through (b), a “Dispute”), shall be settled by arbitration, and the conclusion of the arbitrator shall be final, exclusive, and binding on you and the Company. The arbitration shall be held before a single arbitrator under the rules of the American Arbitration Association (“AAA”). The arbitrator shall be selected pursuant to the AAA rules.
Should the provisions set forth in this Section 14 become inapplicable or unenforceable, or in any other instance of litigation between you and the Company, you hereby irrevocably consent to the jurisdiction of any state or federal courts sitting in Baltimore City, Maryland, and you further irrevocably agree that such courts shall be the proper venue for the adjudication of any disputes arising hereunder. If either party employs attorneys to enforce any right in connection with any Dispute or lawsuit, the prevailing party shall be entitled to recover reasonable attorneys’ fees.
Notwithstanding the foregoing arbitration provisions, nothing contained herein shall preclude Company from seeking injunctive or other equitable relief in any court of competent jurisdiction.
15. OTHER TERMS.
You hereby agree and acknowledge that the Company and its affiliates are not, and will not be, responsible for paying any settlement costs, closing costs, fees or other expenses associated with any loan or other financing transaction, regardless of whether such loan or other financial transaction was initiated as part of your utilization of the Website or the Services.