Terms of Use

Terms of Use

CONTENTS

 

1. GENERAL TERMS OF USE FOR THE WEBSITE AND THE SERVICES

2. INFORMATION SECURITY POLICY

3. SERVICES

4. USER FEES

5. NON-CIRCUMVENTION

6. COPYRIGHT, TRADEMARK AND SERVICE MARK NOTICES

7. DISCLAIMER

8. ELECTRONIC COMMUNICATIONS/NOTICES AND INFORMATION DELIVERED ELECTRONICALLY.

9. PRIVACY POLICY

10. INDEMNITY

11. LIMITATION ON DAMAGES

12. LINKS TO THIRD PARTY WEBSITES

13. ERRORS AND DELAYS

14. DISPUTE RESOLUTION

15. OTHER TERMS

 

1. GENERAL TERMS OF USE FOR THE WEBSITE AND THE SERVICES.

 

Cerebro Capital, Inc. (“Company”) requires that you carefully read, understand, and agree to the following terms and conditions contained in these Terms of Use (these “Terms of Use”). By accessing, or otherwise utilizing this website or any page hereof (or any subsequent website or other distribution channel), through any direct or indirect means (collectively, the “Website”), or by utilizing the goods, facilities or services offered therein (collectively, the “Services”), you hereby accept and agree to be legally bound by these Terms of Use. For purposes of these Terms of Use, “you” or “your” means the person(s) using this Website, and/or the Services, including any employees or agents acting on behalf of such individual or entity.

 

You hereby represent and warrant to the Company that your account (“Account”) is being established, and these Terms of Use are being agreed to, by an individual who is properly authorized to legally bind you. The Company may, upon your request, set up additional user profiles under your Account, and you hereby agree that you will restrict access to your Account, and the user profiles formed thereunder, to authorized persons. You hereby agree that acts and agreements made by such authorized persons shall be legally binding upon you. You hereby agree that your use, and any use by your agents, of this Website and the Services are, and will be, solely for the purposes for which they are intended, as indicated by the Company. You hereby agree that your Account is being set up solely for your use, and that all user profiles associated with such Account are being operated solely by your agents. You hereby agree to not use, or allow other persons to use, your Account for the benefit of persons other than you. The Company reserves the right to suspend or terminate any Account that is found to be in breach of these Terms of Use.

 

ALL CLAIMS IN THESE TERMS OF USE SHALL BE GOVERNED UNDER CERTAIN ARBITRATION PROVISIONS CONTAINED HEREIN (PLEASE SEE SECTION 14) AND THESE TERMS OF USE CONTAIN DISCLAIMERS OF WARRANTIES AND LIABILITY (PLEASE SEE SECTION 7). THESE PROVISIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY.

 

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.

 

The Company operates this Website and shall have the right to, at its sole discretion and at any time, (a) change or discontinue any aspect or feature of this Website or the Services and (b) modify the terms and conditions applicable to users of this Website or the Services, including these Terms of Use, or any portion hereof or thereof, as applicable. Such changes, alterations, amendments, modifications, additions or deletions shall be effective immediately upon posting on this Website. Any use by you of this Website or the Services shall be deemed to constitute acceptance of all such changes. By accessing this Website or otherwise utilizing the Services, you agree to be bound by these Terms of Use. This Website is intended for individuals who are at least 18 years of age and reside in the United States or the District of Columbia. If you are under 18 years of age or reside outside of the United States or the District of Columbia, you are hereby prohibited from visiting this Website or utilizing the Services.

 

When you open your Account, access your Account, utilize the Services or submit information to the Company (through this Website or otherwise), by clicking on any button indicating an acceptance, acknowledgement or agreement to terms, a continuance of processing or a submission or any other similar item (each, a “Submission”), you understand that you are consenting, acknowledging, and agreeing (a) to the stated terms and conditions of that submission, (b) to receive important notices and other communications (collectively “Communications”) in electronic form (either by email or via other forms of electronic transmission or transmission through tangible media) from (i) the Company, (ii) the Company’s affiliates, (iii) the Company’s third party partners, and (iv) in the case of any commercial borrowers utilizing the Website or the Services (each a “User”), any banks, lenders or other financial institutions (each a “Lender,” and collectively the “Lenders”) that participate in the Services (as defined below), and in the case of any Lenders, the Users (collectively, items (i) through (iv) the “Data Parties”), (c) that you understand that you will need, and have access to an email address, internet access, and the required software needed in order to review the Communications, (d) that the Counterparties may access your information in order to perform due diligence and/or for other reasons, including compliance with applicable laws and regulations (“Applicable Laws”), all as provided in the Cerebro Privacy Policy (as defined in Section 9 and which is incorporated herein by reference), (e) that you have received, reviewed, and digitally executed, by providing your electronic signature or otherwise indicated your binding acceptance as though you had physically or digitally signed such document, (f) that, for the purpose of any correspondence and service of process, all of the contact information you have provided to the Data Parties is true, accurate and complete to the best of your knowledge, (g) that, by providing any of your information to the Data Parties, you hereby irrevocably give the Data Parties permission to retain and use all such information for the purposes for which you provided such information, (h) that you are in compliance with all Applicable Laws, including, without limitation the Foreign Corrupt Practices Act, Bribery Act 2010, Export Administration Regulations, Arms Export Control Act, International Traffic in Arms Regulations, Trading with the Enemy Act, International Emergency Economic Powers Act, and that you are not utilizing this Website or Services in contravention of any Applicable Laws including, without limitation, those listed above, and (i) that you hereby acknowledge that, though you own all of your information that you provide the Company, the Company (A) has the irrevocable right to (I) use your information, as provided in the Cerebro Privacy Policy and (II) create and utilize information derivative thereof, and all improvements thereon (the “New Information”), as provided in the Cerebro Privacy Policy, and (B) owns all rights related to the New Information, including, without limitation, the right to develop, utilize, market, and sell the New Information, so long as the New Information does not contain any readily identifiable markers that would indicate that such New Information was derived from your information, all as provided in the Cerebro Privacy Policy.

 

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.

 

3. SERVICES.

 

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.

 

When you initiate a request through the Services, after completing all required forms and agreeing to these Terms of Use, the Cerebro Consumer Information Security Policy, and the Cerebro Privacy Policy, your information may be transmitted to the applicable Counterparties that participate in the Services. You hereby consent to the Company’s transmission of your information to the applicable Counterparties. Depending on the Services that you utilize Counterparties may respond to you, which response will be posted on your Account homepage.

 

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. 

 

When you provide any information, create an account (including your Account), create a user profile, use the Website or procure the Services, you hereby understand and agree that you have established a business relationship between you and the Company. Accordingly, the Company may send your non-identifiable information to its affiliates, Counterparty, or other third party partners as provided in the Cerebro Privacy Policy. In addition, you agree that the Company may contact you with information and offers of services, including the Services, available through the Company, the Website or through any affiliates of the Company. By agreeing to these Terms of Use, you hereby provide express written consent to any such communication and you agree to notify the Company by emailing privacy@cerebrocapital.com directly if you no longer want to receive other forms of communications from the Company. 

 

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,. 

 

As part of the Services, the Company may provide you and other Counterparties access to one or more virtual data rooms (each, a “Virtual Data Room”), as a repository for certain information. All information that you or a Counterparty uploads, or that the Company uploads on behalf of you or a Counterparty, to the Virtual Data Room may be visible to the Company and certain Counterparties. The information posted to the Virtual Data Room is not considered part of the Website or the Services and remains the property of the person who uploaded it, or on whose behalf the Company uploaded it, subject to the other provisions in these Terms of Use and the Cerebro Privacy Policy. Access by you to such information through the Virtual Data Room is strictly at your discretion and risk. You hereby acknowledge that the Company is not responsible for any damages, losses, claims or other liabilities associated in any way with the information contained in the Virtual Data Room, including, without limitation, any errors, omission, mistakes, data/file corruption, deletion, damage or other occurrences with respect to (a) any information that you have uploaded, or which was uploaded by the Company on your behalf, to the Virtual Data Room, (b) the failure of any information to be uploaded to the Virtual Data Room, or (c) the transmission of any malicious code, viruses, malware, spyware or other similar items from the information contained in the Virtual Data Room. You hereby agree to indemnify and hold the Company harmless from any and all liabilities, damages or other losses that may be incurred by the Company as a result of, or in any way related to, the information in the Virtual Data Room. As the Company may not have complete control over what information may be made available to you through the Virtual Data Room, the Company makes no representations or warranties, express or implied, with respect to the information in the Virtual Data Room including, without limitation, with respect to any intellectual property non-infringement, malware, spyware, viruses, other malicious code or with respect to the accuracy or completeness of such information. The Company hereby disclaims all warranties, express or implied, related to such information, including, without limitation, any warranties of merchantability or fitness for a particular purpose. 

 

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. 

 

5. NON-CIRCUMVENTION. 

 

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.

 

7. DISCLAIMER.

 

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. 

 

9. PRIVACY POLICY.

 

The Cerebro Privacy Policy (the “Cerebro Privacy Policy”), which is incorporated by reference herein, sets forth the Company’s policy applicable to the information that is collected or developed based upon the information collected, from you through this Website, as part of the Services or otherwise.

 

10. INDEMNITY.

 

As a condition of use of this Website and/or the Services, you hereby agree to indemnify and hold harmless the Company and its affiliates from and against any and all liabilities, costs, expenses (including any attorneys’ fees), and other damages arising out of or related to claims resulting from your use of this Website and/or the Services, including, without limitation: (a) any relationship or business transaction you may have with any Counterparty or Data Party and (b) any claims that allege facts that, if true, would constitute your breach of the terms, conditions, representations, warranties or covenants contained in these Terms of Use.

 

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. 

 

Any final judgment based upon the decision rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction, located in the United States. This agreement to arbitration shall not be deemed an agreement to any joinder or other consolidation of arbitration hereunder with any arbitration related to any disputes or other claims of any non-party, regardless of the nature of the issues or disputes involved therewith. To the fullest extent permitted by Applicable Law, no arbitration hereunder shall be joined to any arbitration involving any other party subject to these Terms of Use, whether through a class or otherwise.

 

THESE TERMS OF USE PROVIDE THAT ALL DISPUTES BETWEEN YOU AND THE COMPANY SHALL BE RESOLVED BY BINDING ARBITRATION. THEREFORE YOU HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO ASSERT OR DEFEND YOUR RIGHTS IN COURT. YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN OR BRING ANY CLASS ACTION PROCEEDING. YOUR RIGHTS HEREUNDER SHALL BE DETERMINED BY THE ARBITRATOR SET FORTH ABOVE AND NOT BY A JUDGE OR JURY. YOU HEREBY WAIVE ANY RIGHT THAT YOU MAY HAVE TO A JURY TRIAL. 

 

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.

 

These Terms of Use (which hereby incorporate by reference the Cerebro Privacy Policy, Cerebro Consumer Information Security Policy, and any other provisions set forth by the Company and agreed to by you or your employees or agents) constitute the entire agreement between you and the Company and supersede all prior or contemporaneous communications, promises, agreements, and proposals, whether oral, written or electronic, with respect to your access to or use of this Website, the Services, and any information, software, products or other services associated therewith. These Terms of Use shall be subject to and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles. Should any part of these Terms of Use be determined to be illegal, invalid, void or otherwise unenforceable pursuant to Applicable Law including, without limitation, any warranty disclaimers, liability limitations or arbitration provisions set forth above, then such illegal, invalid, void or otherwise unenforceable provision shall be deemed to be superseded by a validly enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms of Use shall continue in effect. You hereby irrevocably agree that a printed version of these Terms of Use, with evidence of your electronic acceptance, constitute your valid, binding, and properly authorized agreement and shall be enforceable against you. You hereby irrevocably agree that a printed copy of these Terms of Use, and any notice given hereunder electronically, shall be admissible in any judicial, administrative or arbitration proceedings arising our or otherwise relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated, maintained, and executed in printed form. All of the Company’s rights that are not expressly granted herein are hereby reserved.

 

PLEASE PRINT AND RETAIN A COPY OF THESE TERMS OF USE FOR YOUR RECORDS.

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