Loan Application

By clicking the check box on the loan application agreeing to this Borrower Registration Agreement (this “Agreement”) and continuing with the application process, you understand and agree that you are hereby acknowledging and agreeing to the following:

I. BORROWER REGISTRATION

The persons or entities entering into this Agreement (collectively, “Borrower”) are registering with Triumph Capital Partners, LLC, a Delaware limited liability company (“Lender”) as a borrower so that Borrower can request a loan through www.triumph.capital (the “Website”) operated by Lender. In entering into this Agreement, Borrower is agreeing to comply with the Terms of Service for the Website as well as any other rules or policies set forth therein, any of which may be amended from time to time by Lender in its sole and absolute discretion (collectively, as amended, the “Terms of Service”). The Terms of Service are accessible via a link marked “Terms of Service” at the bottom of each page of the Website. Lender reserves the right to restrict access to the Website to individuals who meet minimum credit guidelines and other criteria, as determined by Lender in its sole and absolute discretion.

II. AUTHORIZATION TO OBTAIN AND RELEASE INFORMATION

1. Borrower has applied for a loan from Lender and as part of the application process, Lender may verify information contained in Borrower’s loan application and in other documents required in connection with the loan, either before the loan is funded by Lender or on a continuing basis as part of Lender’s quality control program.
2. In connection with its application, Borrower authorizes Lender to order a consumer credit report from one or more consumer reporting agencies and verify other credit information, including past and present lender and landlord references. Borrower further authorizes Lender or its representatives to obtain consumer reports each time Borrower requests a loan, during the processing or closing of a loan, or at various times during the term of a funded loan in connection with the servicing, monitoring, collection or enforcement of the loan or the resale or potential resale of the loan or of any Borrower Payment Dependent Notes (“Notes”) issued by Lender in connection with the loan.
3. Borrower authorizes Lender to provide to any investor to whom Lender may sell Borrower’s loan or issue, sell or re-sell Notes associated with Borrower’s loan and to any mortgage guaranty insurer (if applicable), any and all information and documentation that such person or entity requests for a period not in excess of three (3) months from the date of Borrower’s execution of this Agreement. Such information includes, but is not limited to Borrower’s employment history and income; bank, money market and similar account balances; credit score and credit history; and copies of income tax returns. Borrower understands this represents Borrower’s consent to release this information in keeping with the Right to Financial Privacy Act of 1978.
4. Lender or any investor that purchases the loan, or the loan guaranty insurer (if any), may address this authorization to any party named in the loan application.
5. Borrower agrees to promptly and accurately reply to Lender or its representative(s) requests for information in connection with Borrower’s loan.
6. Borrower directs Lender and its affiliates to provide, on Borrower’s behalf, certain elements of Borrower’s application, as well as credit report information, but not including Borrower’s name and direct contact information, to users of the Website in order for such users to use this information in making decisions whether to commit funds to purchase Notes through Lender’s website. Borrower also authorizes Lender and its affiliates to provide such information to investors in connection with the resale of any Notes associated with Borrower’s loan. By executing this Agreement, Borrower authorizes and agrees that Lender may display any of the information submitted to Lender as well as credit and other information obtained by Lender with respect to Borrower in a listing for a Note corresponding to Borrower’s loan request and additional information Lender requests including, without limitation, Borrower’s self-reported occupation, employment status, rage of income and other personal information. Borrower, further authorizes Lender to verify Borrower’s residence, income, employment and any other information Borrower provides in connection with its application or is registration as a Borrower, and Borrower agrees that Lender may contact third parties to verify such information.
7. In submitting an application, or posting content to the Website, Borrower may not include (unless specifically requested): (i) any personally identifiable information, including, without limitation, Borrower’s name, address, phone number, email address, Social Security number, driver’s license number, bank account number or credit card number, (ii) any information that reveals Borrower’s race, color, religion, national origin, sex, marital status, age, sexual orientation, military status, source of income, or plans for having a family, and (iii) any information that is inconsistent with Borrower’s obligations to refrain from engaging in any Prohibited Activities (as defined below) (any information of the type described in parts (i), (ii) or (iii) being, “Prohibited Information”). Lender may take remedial action with respect to any Prohibited Information posted by Borrower on the Website, including without limitation, canceling any listing containing Prohibited Information or deleting or modifying all or any portion of a listing description or other content that contains Prohibited Information; provided, however, that Lender is under no obligation to take any such action, and any posting of Prohibited Information by Borrower on the Website is done solely at Borrower’s own risk.
8. Borrower agrees that it will not, in connection with any application, lender commitments, loans or other transactions involving or potentially involving Lender or its affiliates, (i) make any false, misleading or deceptive statements or omissions of material fact; (ii) misrepresent Borrower’s identity, or describe, present or portray Borrower as anyone other than Borrower; (iii) give to or receive from, or offer or agree to give to or receive from, Lender or any other person any fee, bonus, additional interest, kickback or thing of value of any kind, including in exchange for such person’s commitment, recommendation, or offer or agreement to recommend or make a commitment with respect to Borrower’s application; and (iv) represent Borrower to any person as a director, officer or employee of Lender or its affiliates, unless Borrower is such director, officer or employee (any activities of the type described in parts (i) through (iv) being, “Prohibited Activities”).

III. BORROWER REPRESENTATIONS AND WARRANTIES

Borrower on behalf of itself and its successors, assigns and representatives specifically represents and warrants to Lender and to Lender’s actual or potential agents, brokers, lenders, processors, attorneys, insurers, servicers, successors and assigns, that:

1. the information provided by Borrower in its application is true and correct as of date given and that any intentional or negligent misrepresentation of the information contained in Borrower’s application may result in civil liability, including monetary damages, to any person who may suffer any loss due to reliance upon any misrepresentation that Borrower has made in its application, and/or in criminal penalties including, but not limited to, fine or imprisonment or both under the provisions of Title 18, United States Code, Sec. 1001, et seq.;
2. the loan requested pursuant to Borrower’s application will be secured by a mortgage or deed of trust on the property described in Borrower’s application;
3. Lender has clearly indicated to Borrower the importance of knowing whether Borrower occupies or intends to occupy the subject property as a primary residence and Borrower does hereby represent to Lender that the property is not Borrower’s principal residence and Borrower has no intention of ever making the property its principal residence at any time during the term of the loan;
4. the property used to secure the loan will not be used for any illegal or prohibited purpose or use;
5. no portion of the loan proceeds are intended to be used (nor will be used) by Borrower for non-business (i.e. consumer) purposes;
6. all statements made in Borrower’s application are made for the purpose of obtaining a loan;
7. Lender, its investors, servicers, successors or assigns may retain the original and/or an electronic record of Borrower’s application, whether or not the loan is approved;
8. Lender and its investors, lenders, agents, brokers, insurers, servicers, successors, and assigns may continuously rely on the information contained in Borrower’s application, and Borrower is expressly obligated to immediately notify Lender and amend and/or supplement the information provided in its application if any of the material facts that Borrower has represented to Lender should change prior to closing of the loan;
9. in the event that Borrower’s payments on the loan become delinquent, Lender, its servicers, successors or assigns may, in addition to any other rights and remedies that it may have relating to such delinquency, report Borrower’s name and account information to one or more consumer reporting agencies;
10. ownership of the loan and/or administration of the loan account may be transferred in Lender’s sole and absolute discretion only with such notice as may be required by applicable law (if any);
11. Borrower’s transmission of its application as an “electronic record” containing Borrower’s “electronic signature,” as those terms are defined in applicable federal and/or state laws (excluding audio and video recordings), or Borrower’s facsimile transmission of its application containing a facsimile of Borrower’s signature, shall be as effective, enforceable and valid as if a paper version of this Agreement and Borrower’s application were delivered containing Borrower’s original written signature; and
12. Borrower has the legal competence and capacity to execute and perform this Agreement.

IV. BORROWER ACKNOWLEDGEMENT

Borrower hereby acknowledges that any owner of the Loan, its servicers, successors and assigns, may verify or re-verify any information contained in Borrower’s application or obtain any information or data relating to the Loan, for any legitimate business purpose through any source, including a source named in this application or a consumer reporting agency.

V. DISCLOSURES

1. Right of Financial Privacy Act of 1978 Notice. The Department of Housing and Urban Development (“HUD”) and the Department of Veterans Affairs (“VA”) have the right to access financial information held by a financial institution in determining whether to qualify a prospective applicant under their respective loan programs. If Borrower is applying for a HUD or VA loan, Borrower’s financial records will be made available to the requesting government agency without further notice to, or authorization from, Borrower; provided, however, that financial information shall not be disclosed or released to HUD or the VA more than three (3) months from the date that Borrower executes this Agreement. Note that Borrower’s financial information will not be disclosed or released outside the requesting agency except as required or permitted by law. Prior to the time that Borrower’s financial records are disclosed, Borrower may revoke this authorization at any time; however, Borrower’s refusal to provide the information may cause Borrower’s application to be delayed or rejected. If Borrower believes that its financial records have been disclosed improperly, Borrower may have legal rights under the Right to Financial Privacy Act of 1978 (12 U.S.C. 3400 et seq.).
2. Notice Concerning Furnishing of Negative Information. Lender may report information about Borrower’s account to credit bureaus and holders of Notes. Late payments, missed payments, or other defaults on Borrower’s account may be reflected in Borrower’s credit report.
3. Automated Valuation Model Notice and Waiver. Lender may, from time to time, use an automated valuation model to determine the value of Borrower’s property used as collateral with respect to a Loan. An automated valuation model is not an appraisal. It is a computerized property valuation system that is used to derive a real property value. Borrower has the right to receive a copy of the automated valuation model (“AVM”) results used in connection with Borrower’s application for credit. Lender will promptly provide Borrower access to a copy of the AVM, even if Borrower’s loan does not close. Borrower can pay for an additional appraisal for Borrower’s own use at its own cost. Borrower waives the right to receive a copy of the appraisal or other written valuation within the timing required by the Equal Credit Opportunity Act (“ECOA”) section 1002.14(a)(1), but Borrower understands that Borrower is not waiving its right to receive an appraisal/valuation and it will receive a copy of the appraisal/valuation on or prior to the closing of its loan or subsequent to the denial of Borrower’s application (if an appraisal/valuation was obtained prior to denial). Should there be a clerical revision, meaning no material change in methodology or any change in the appraised value on the existing appraisal or other written valuation for the property listed above, Borrower waives its right to this updated copy of the appraisal/valuation within the timing required by ECOA section 1002.14(a)(1). Borrower understands that it is not waiving its right to receive a copy of the update and Borrower will receive a copy of any update on or prior to the closing of Borrower’s loan or subsequent to the denial of Borrower’s application. Additionally, Borrower acknowledges that it is free to not waive this right, but understands that choosing not to waive this right could result in a delay to Borrower’s closing by up to least six (6) business days due to the time frame required by regulation for valuations to be delivered to an applicant.

VI. RIGHT TO VERIFY INFORMATION

1. Lender reserves the right to verify the accuracy of all information provided by Borrower and Borrower’s representatives in connection with its application, Lender’s commitments and loans. Lender also reserves the right to determine in its sole and absolute discretion whether a registered user is using, or has used, the Website illegally or in violation of any order, writ, injunction or decree of any court or governmental instrumentality, for purposes of fraud or deception, or otherwise in a manner inconsistent with the Lender’s Terms of Service or any agreement between Lender and such user. Lender may conduct its review at any time – before, during or after the submission of an application, or before or after the funding of a loan. Borrower agrees to respond promptly to all requests for information by Lender and its representatives in connection with any such review.
2. In the event Lender determines, prior to funding a loan, that an application, or other information submitted to Lender with respect to such application, contains materially inaccurate information (including but not limited to unintended inaccuracies, inaccuracies resulting from errors by Lender, or inaccuracies resulting from changes in Borrower’s income, credit profile or the underlying collateral between the date an application is submitted and the date the loan is to be funded) or was submitted illegally, in violation of any order, writ, injunction or decree of any court or governmental instrumentality, for purposes of fraud or deception, or otherwise in a manner inconsistent with Lender’s Terms of Service or any other agreement, Lender may, in its sole and absolute discretion, remove or otherwise block Borrower from the Website, refuse to accept the application or, if the application has already been accepted, remove the loan from the Website and cancel all commitments with respect to the Loan.
3. When an application receives commitments equal to or exceeding the minimum amount required for the corresponding loan to fund, Lender may conduct a “pre-funding” review prior to funding the loan. Loan funding occurs when loan proceeds are disbursed to or at the direction of the Borrower. Lender may, at any time and in its sole and absolute discretion, delay funding of a loan (i) in order to enable Lender to verify the accuracy of information provided by the Borrower in connection with the loan; (ii) to determine whether there are any irregularities with respect to the application or other information supplied by the Borrower; or (iii) if Lender becomes aware of information concerning the Borrower or a prospective purchaser of Notes during Lender’s pre-funding review, as a result of which Lender determines, in its sole and absolute discretion, that the likelihood of the Borrower not making payments on the loan or a prospective Note purchaser not purchasing a Note is materially greater than was originally anticipated. Lender may cancel or proceed with funding the loan, depending on the results of its pre-funding review. If funding is cancelled, the application will be removed from the Website and all lender commitments against with respect to the application will be cancelled. In the event Lender cancels funding of a loan, Lender will notify the applicable Borrower of such cancellation.

VII. SERIES NOTE OFFERINGS, WHOLE LOANS, LOAN FUNDING FEES AND PAYMENTS

1. If Borrower’s application is accepted and Borrower receives a non-binding commitment from Lender, Borrower’s loan may be offered to one or more institutional lenders through Lender’s “whole loan” program, listed on the Website through a Series Note Offering (an “Offering”) or some combination thereof. If listed in an Offering, prospective investors will be able to view Borrower’s application information as well as additional due diligence items obtained by Lender and commit funds to purchase Notes issued by Lender, the payments on which will be dependent on payments Lender receives from Borrower on its loan. In other words, who committed funds will receive payments on their Notes only to the extent you make payments on your loan. If Borrower’s Loan is allocated to Lender’s whole loan program, one or more investors will commit funds to purchase from Lender the promissory note and security documents evidencing Borrower’s Loan (the “Loan Documents”).
2. If Lender is able to secure commitments (whether through an Offering, a whole loan or some combination thereof) equal to or exceeding the minimum amount required for the loan to fund, Lender will, subject to Lender’s right to verify information as described above, fund Borrower’s loan. While each loan may vary depending on the loan product funded, loans will generally be evidenced by a set of Loan Documents provided by Lender to Borrower, which Loan Documents will include, without limitation, a Promissory Note, Loan Agreement, Deed of Trust or Mortgage and Assignment of Leases and Rents, Guaranty (if applicable), Environmental Indemnity Agreement, UCC Financing Statement and related documents. Depending on the loan product received, loan proceeds will be disbursed into Borrower’s designated deposit account , paid directly into escrow with respect to acquisition proceeds or withheld by Lender until disbursement is required under the Loan Documents. If the loan is issued by Lender through an Offering of Notes, Lender or its agents will service the loan. If the loan was issued through Lender’s whole loan program, Lender may sell the loan to one of its investors and the loan may be serviced by such investor or its agents or Lender or its agents.
3. LENDER DOES NOT WARRANT OR GUARANTEE THAT BORROWER’S LOAN APPLICATION WILL BE MATCHED WITH ANY LENDER COMMITMENTS EITHER THROUGH AN OFFERING OR LENDER’S WHOLE LOAN PROGRAM OR THAT BORROWER WILL RECEIVE A LOAN AS A RESULT OF SUBMITTING AN APPLICATION. BORROWER’S APPLICATION MUST RECEIVE ONE OR MORE COMMITMENTS EQUAL TO OR EXCEEDING THE MINIMUM AMOUNT REQUIRED FOR THE LOAN TO FUND IN ORDER FOR A LOAN TO BE MADE.
4. To safeguard Borrower’s privacy rights, Borrower’s name and personal address will not be included in an Offering (though it may be provided to a whole loan investor); provided, however, Lender cannot guarantee such information will not be obtained by a prospective investor through independent inquiries. By submitting an application through the Website, Borrower acknowledges and agrees that such information may be obtained.
5. If Borrower’s loan is funded, Borrower will be required to pay Lender an origination fee which origination fee will be credited against any non-refundable deposits previously made by Borrower in connection with its application. The amount of the origination fee will be disclosed to Borrower in Lender’s letter of intent provided to Borrower upon acceptance of its application as well as in the Loan Documents. The origination fee may be deducted from Borrower’s loan proceeds, so the loan proceeds delivered to Borrower may be less than the full amount of Borrower’s issued loan. Borrower acknowledges that the origination fee may be considered part of the principal on Borrower’s loan and, in such instance, will be subject to the accrual of interest.
6. During the application process, Borrower may be requested to provide deposit account information to facilitate transfers of funds from Borrower’s deposit account. If requested by Lender, Borrower agrees to make loan payments by automated withdrawals from Borrower’s designated account, or by the use of bank drafts drawn on Borrower’s designated account. Borrower must be an owner of the deposit account Borrower designates for electronic transfers of funds, with authority to direct that loan payments be made from such account. Borrower’s designated account will be the account from which loan payments will be made.
7. In the event Borrower fails to make its loan payments on time, Lender or any subsequent owner of the loan will have all remedies authorized or permitted by the Loan Documents and applicable law. In addition, if Borrower fails to make timely payments on its loan, Borrower may be prohibited from submitting another application for a loan on the Website. Lender or its agents may report loan payment delinquencies in excess of thirty (30) days to one or more credit reporting agencies in accordance with applicable law. Subject to limitations of applicable law, Borrower authorizes and agrees that Lender, its agents or any subsequent owner of a loan may contact Borrower at any or all of the telephone numbers Borrower provides to Lender at or after registration. Although Borrower is registering as a borrower on the Website, Borrower may also register and participate on the Website as a purchaser of a Note. If Borrower participates on the Website as a Note purchaser, any amounts in your Borrower’s investor account are subject to set-off against any delinquent amounts owing on any loans Borrower obtains through the Website. Borrower will not receive further notice in advance of Lender’s exercising its right to set-off amounts in Borrower’s investor account against any delinquent amounts owing on any of Borrower’s loans. If Borrower obtains a loan and fails to pay its loan in full, whether due to default, bankruptcy or other reasons, Borrower will not be eligible to submit any further applications or re-register on the Website as a borrower or investor. Lender may in its sole and absolute discretion, with or without cause and with or without notice, restrict Borrower’s access to the Website.

VIII. MISCELLANEOUS.

1. Restrictions on Use. Borrower is not authorized or permitted to use the Website to obtain, or attempt to obtain, a loan for someone other than Borrower. Borrower is not authorized or permitted to use the Website to obtain, or attempt to obtain, a loan for the purpose of (i) acquiring or refinancing Borrower’s primary residence, (ii) a non-business purpose, (iii) buying, carrying or trading in securities or for the purpose of buying or carrying any part of an investment contract security, or (iv) paying for postsecondary educational expenses (i.e., tuition, fees, required equipment or supplies, or room and board) at a college/university/vocational school, as the term “postsecondary educational expenses” is defined in Bureau of Consumer Financial Protection Regulation Z, 12 C.F.R. § 1026.46(b)(3), and Borrower warrants, represents and agrees that it will not use the proceeds of any loan for such purposes.
2. Termination of Registration. Lender may, in its sole and absolute discretion, with or without cause, terminate this Agreement at any time by giving Borrower notice as provided herein. In addition, upon Lender’s determination that Borrower committed fraud, made a material misrepresentation in connection with an application, loan commitment or loan, performed any Prohibited Activity, or otherwise failed to abide by the terms of this Agreement or Triumph Capital Partners LLC’s Terms of Service, Lender may, in its sole and absolute discretion, immediately and without notice, take one or more of the following actions: (i) terminate or suspend Borrower’s right to submit an application or otherwise participate on the Website; or (ii) terminate this Agreement and Borrower’s registration with Lender. Upon termination of this Agreement and Borrower’s registration with Lender, any applications Borrower has submitted through the Website shall be cancelled, and will be removed from the Website immediately. Any loans Borrower obtains prior to the effective date of termination resulting from applications Borrower had submitted to Lender shall remain in full force and effect in accordance with the terms of the applicable Loan Documents.
3. Right to Modify Terms; Entire Agreement. Lender has the right to change any term or provision of this Agreement in its sole and absolute discretion. Lender shall provide Borrowers with a pending application of any material change to this Agreement that is reasonably likely to result in a material adverse effect to such Borrower. Borrower authorizes Lender to correct obvious clerical errors appearing in information Borrower provides to Lender in its application, without notice to Borrower, although Lender expressly undertakes no obligation to identify or correct such errors. This Agreement, along with Triumph Capital Partners LLC’s Terms of Service and E-Sign Consent, represents the entire agreement between Borrower on the one hand and Lender and Triumph Capital Partners LLC on the other hand regarding Borrower’s application and participation as a borrower on the Website, and supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between Borrower on the one hand and Lender and Triumph Capital Partners LLC on the other hand with respect to the subject matter set forth herein. Notwithstanding the foregoing, in the event of any conflict between the terms and conditions of this Agreement and the Loan Documents, the terms and conditions of the Loan Documents shall control.
4. Notices. All notices and other communications hereunder shall be given by email to Borrower’s registered email address or will be posted on the Website, and shall be deemed to have been duly given and effective upon transmission or posting. Borrower can contact Lender and/or Triumph Capital Partners LLC by sending an email to info@triumph.capital. Borrower agrees to notify Lender and Triumph Capital Partners LLC if Borrower’s registered email address changes, and Borrower agrees to update its registered residence address, mailing address and telephone number on the Website if any of those items change.
5. Assignment. Borrower may not assign, transfer, sublicense or otherwise delegate its rights under this Agreement to another person without Lender’s prior written consent, which consent may be withheld, conditioned or delayed in Lender’s sole and absolute discretion. Lender may assign this Agreement at any time without Borrower’s permission, unless prohibited by applicable law. Any such assignment, transfer, sublicense or delegation in violation of this Agreement shall be null and void. Any waiver of a breach of any provision of this Agreement will not be a waiver of any other breach.
6. Waiver. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition.
7. Severability. If any part of this Agreement is determined to be invalid or unenforceable under applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.
8. Third Party Beneficiary. Triumph Capital Partners LLC is not a party to this Agreement, but you agree that Triumph Capital Partners LLC is a third-party beneficiary and is entitled to rely on the provisions of this Agreement, including without limitation Borrower’s representations, covenants and agreements herein. There are no third party beneficiaries to this Agreement other than Triumph Capital Partners LLC.
9. No Warranties. EXCEPT FOR THE REPRESENTATIONS CONTAINED IN THIS AGREEMENT, LENDER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO BORROWER OR ANY OTHER PARTY WITH REGARD TO BORROWER’S USE OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation on Liability. Notwithstanding anything to the contrary contained herein, IN NO EVENT, WHETHER ARISING IN TORT, UNDER CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE, SHALL THE LENDER, TRIUMPH CAPITAL PARTNERS LLC OR ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, INDEPENDENT CONTRACTOR, ATTORNEY, ADVISOR, SUCCESSOR, ESTATE OR ASSIGNEE THEREOF BE LIABLE TO THE BORROWER OR ANY REPRESENTATIVE OR AGENT THEREOF FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST REVENUE, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, LOSS OF CAPITAL, REPLACEMENT GOODS, LOSS OF OPPORTUNITY, BARGAIN, RIGHTS OR SERVICES OR LOSS OF TIME), EVEN IF THE LENDER AND/OR TRIUMPH CAPITAL PARTNERS LLC (OR THEIR REPRESENTATIVES) HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL BE INTERPRETED AND HAVE EFFECT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RULE OR REGULATION. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND OR ALLEGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. FURTHERMORE, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO ANY OTHER PARTY REGARDING THE EFFECT THAT THE AGREEMENT MAY HAVE UPON THE FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY OF THE OTHER.
11. Governing Law. This Agreement shall be governed by federal law and, to the extent that state law applies, the laws of the State of California.
12. Arbitration; Class Action Waiver.
    1. The parties hereby agree that any Claim or controversy arising out of or related to this Agreement or any breach thereof between the parties shall be submitted to FINAL AND BINDING ARBITRATION BEFORE JAMS IN THE STATE OF CALIFORNIA, COUNTY AND CITY OF LOS ANGELES, PURSUANT TO THE JAMS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. ALL PARTIES FURTHER AGREE THAT THE ARBITRATION SHALL BE CONDUCTED BEFORE A SINGLE JAMS ARBITRATOR WHO IS A RETIRED CALIFORNIA OR FEDERAL JUDGE OR JUSTICE. As used herein, “Claim” shall include any past, present, or future claim, dispute, or controversy involving the Borrower (or persons claiming through or connected with the Borrower), on the one hand, and Lender and/or Triumph Capital Partners LLC (or persons claiming through or connected with the Lender and/or Triumph Capital Partners LLC), on the other hand, relating to or arising out of this Agreement, the Website, and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including the validity or enforceability of this paragraph 12 of this Section, any part thereof, or the entire Agreement. Claims are subject to arbitration in accordance with this Agreement regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include (without limitation) matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The parties hereto agree that the scope of this paragraph 12 is to be given the broadest possible interpretation that is enforceable under applicable law.
    2. (b) The parties shall mutually agree on one arbitrator from the list provided by the arbitrating organization; provided that if the parties cannot agree, then each party shall select one arbitrator from the list, and the two arbitrators so selected shall agree upon a third arbitrator chosen from the same list, which third arbitrator shall determine the dispute. The arbitrator shall, to the fullest extent permitted by law, have the power to grant all legal and equitable remedies including provisional remedies and award compensatory damages provided by law, however, the arbitrator shall not have authority to award punitive, consequential or exemplary damages or any other damages expressly prohibited by paragraph 10 of this Section. The arbitrator shall award costs and attorneys’ fees in accordance with the terms and conditions of this Agreement. The prevailing party in any arbitration or litigation shall be reimbursed for its arbitration costs (including attorneys’ fees) by the non-prevailing party. The parties further agree that, upon application of the prevailing party, any Judge of the Superior Court of the State of California for the County of Los Angeles may enter a judgment based on the final arbitration award issued by the JAMS arbitrator, and the parties expressly agree to submit to the jurisdiction of this Court for such a purpose. No action at law or in equity based upon any Claim arising out of or related to this Agreement shall be instituted in any court by any party (or their respective affiliates) except (i) an action to compel arbitration pursuant to this paragraph 12 or (ii) an action to enforce an award obtained in an arbitration proceeding in accordance with this paragraph 12.
    3. Within thirty (30) days of a final award by the arbitrator, a party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, an opposing party may cross-appeal within thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (the “FAA”) and may be entered as a judgment in any court of competent jurisdiction.
    4. The parties agree not to invoke the right to arbitrate an individual Claim that is brought by the other party in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY AGREES THAT NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless otherwise provided in this Agreement or consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two (2) or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named party, or (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this sub-section (d), and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this sub-section (d) shall be determined exclusively by a court and not by the administrator or any arbitrator.
    5. The parties hereto acknowledge and agree that this paragraph 12 is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable substantive law, subject to the limitations set forth in this paragraph 12. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.
    6. The parties hereto acknowledge and agree that this paragraph 12 shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties; (ii) the bankruptcy or insolvency of any party hereto or other party; and (iii) any transfer of any loan or Loan Documents or any amounts owed on such loans or Loan Documents, to any other party. If any portion of this paragraph 12 other than sub-section (d) is deemed invalid or unenforceable, the remaining portions of this paragraph 12 shall nevertheless remain valid and in force. If arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in sub-section (d) are finally adjudicated pursuant to the last sentence of sub-section (d) to be unenforceable, then no arbitration shall be had. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this paragraph 12.
13. Waiver of Court & Jury Rights. THE PARTIES UNDERSTAND AND AGREE THAT BY AGREEMENT TO BINDING ARBITRATION THEY ARE GIVING UP THE RIGHTS THEY MAY OTHERWISE HAVE TO TRIAL BY A COURT OR A JURY AND ALL RIGHTS OF APPEAL, AND TO AN AWARD OF PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT, THE LOAN OR THE WEBSITE. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (B) SUCH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (C) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN PARAGRAPH 12 AND THIS PARAGRAPH 13.
14. Performance by Lender and Triumph Capital Partners LLC. Borrower acknowledges and agrees that any obligations of or actions by Lender under this Agreement may be performed by Triumph Capital Partners LLC or its representatives or assigns on behalf of Lender in Triumph Capital Partners LLC’s (or its representatives or assign’s) respective capacity as servicer or agent of Lender under any administrative services or similar agreement entered into between Lender and such party pursuant to which Lender appoints party as servicer or agent to provide administrative, management, servicing or other services to Lender. Notwithstanding the foregoing, Borrower acknowledges and agrees that Lender and Triumph Capital Partners LLC are separate legal entities and that neither entity has guaranteed the performance by the other entity of its obligations hereunder.

Lender (together with its affiliates, the "Company" or "we") operates principally on the Internet.  Accordingly, you will need to consent to transact business with us online and electronically.  Moreover, there are certain disclosures that we need to make available to you as part of your loan application process (the "Disclosures"). These Disclosures are required by Federal and State laws. In order to continue with the application process, we must have your consent to receive these Disclosures electronically.

By clicking the check box on the loan application and continuing with the application process, you understand and agree that you are hereby acknowledging and agreeing to receive the Disclosures electronically and otherwise transact business with us electronically.

Scope of Consent. By providing us with your consent, you agree to receive electronically all Disclosures, documents, communications, notices, contracts, and agreements arising from or relating in any way to your or our rights, obligations or services hereunder.  Your consent will apply to this loan application and other loan applications hereafter.  The decision to do business with us electronically is yours.  If you do not consent, we will not be able to continue with the online application process, however we may still be able to assist you in person or over the telephone.

Hardware and Software Requirements.  Before you decide to do business electronically with us, you should consider whether you have the required hardware and software capabilities to do so.; In order to access and retain the Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions; and hardware capable of running this software.  You will also need access to a printer or the ability to download information if you desire to keep hard copies for your records.

How to Contact Us Regarding Electronic Disclosures.  You can contact us via email at info@triumph.capital or by calling us at (858) 490-2180. You may also reach us in writing at the following address: Triumph Capital Partners, LLC, 662 Encinitas Blvd., Suite 208, Encinitas, CA 92024, Attention: IT Department. You agree to keep us informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion.  If your registered e-mail address changes, you must notify us of the change by sending an email to info@triumph.capital.  You also agree to update your registered residence address and telephone number on our website if they change.

Privacy & Security Policies

Triumph Capital Partners, LLC ("Lender," "we" or "us"), values your privacy. The following policies apply to the collection of data by Lender and its subsidiaries and affiliates. If you have questions or concerns regarding this statement, please contact us at info@triumph.capital.

This policy discloses what information we collect and how we use it, as well as the choices you can make about the way your information is collected and used. We also explain how any personal or personally identifiable information that we may request will be used. We also detail below our security policy, which describes how your personal information is protected.

Information We Collect From You and About You

We collect personal and financial information from you while you navigate and use the website located at http://www.triumph.capital (the "Site"); most of this collection occurs during registration. Most of the information collected is required for legal or security purposes, although some is optional. Additional information may be gathered during your subsequent use of the Site, whenever you choose to provide it; but in order to make investments through the Site, certain information must be provided.

In general we collect the following types of information from you:

• Personal data required to verify your identity
• Personal and financial data necessary to assess your eligibility to invest on the Lender platform
• Information about your visits to and use of the Site to help us maintain the appropriate features, functionality and user experience
• Certain personal information must be supplied during the investor registration process, as indicated below, in order to (a) enable you to log in to the Site, (b) establish your ability to view offering materials and to make investments through the Site (for U.S. residents, such ability is restricted to "accredited investors" with a certain level of annual income or net worth), (c) verify that you are at least 18 years of age, (d) guard against potential fraud, (e) contact you if there is a problem with your account, and (f) maintain regular communications with you as may be necessary to inform you of upcoming investment opportunities and other company updates. This basic personal information includes your name, email address, home address, phone number, date of birth, social security number and/or tax identification number, employer, and job title.

When you subscribe to make an investment in one of the opportunities listed on the site, you will again be asked for some of the same personal data as well as some additional data, such as your bank routing number and bank account number. This data is needed in order to enable us or our broker-dealer partners to utilize your bank account to originate funds transfers and later to make any investment disbursements to you.

In addition, we gather names and email addresses of users who contact us through the Site with questions about our company or our investment platform. We collect this information for the sole purpose of responding to such inquiries and do not store the contact information unless requested by these people. Similarly, we gather names and email addresses of job applicants who submit resumes to conduct further communications.

Finally, we collect information about your computer and your visits to the Site, such as your IP address, geographical location, browser type, referral source, length of visit, and page views through the use of log files. We use this aggregated information in the administration of the Site to improve its usability and to evaluate the success of particular marketing and advertising campaigns, search engine optimization strategies and other marketing activities. We use non-identifying and aggregated information to help optimize the Site based on the needs of our users.

Notifications and Communications From Our Site

We will send you email notifications from time to time. Such notifications are required elements of your transactions on our platform, such as confirmations of particular actions you have taken. These required notices are sent typically to notify you of a change in status such as when you are confirmed as an investor, or for legal or security purposes. For example, certain notifications are sent for your own protection to ensure that another person cannot make a change to your account without your knowledge. In other cases, these notifications involve changes to various legal agreements or Site policies. Generally, you may not opt out of such service-related emails.

When you register as an investor, you will receive emails that confirm specific actions you requested; these will include emails to which you must respond to complete your registration, and notifications confirming your registration. Thereafter, you will receive emails when a new investment opportunity is offered, as well as updates concerning the progress of the funding of such opportunity or offering other relevant information. If you make an investment through the Site, we will also send you confirmations of the investment and occasional updates as to the status of that investment and the timing of distributions relating to that investment. We may also send you responses to emails you send us, if appropriate. From time to time, we may also send user surveys, requests for user feedback regarding user experience and Site operations or marketing offers from us or from us on behalf of our marketing partners. The completion of these surveys or requests for feedback or acceptance of any offer is strictly voluntary. If you do not wish to receive these offers, surveys or user feedback emails, please opt out in any offer email you receive from us.

How and When Your Information Is Shared With Other Parties

Lender does not sell or rent personal information about its users for marketing purposes. We do, however, work with a number of trusted partners who perform vital functions as part of our operations.

We also work with (among others) providers of hosting services for the Site, electronic signature providers, and electronic payment service providers. We may engage third parties to help us to carry out certain other internal functions such as account processing, client services or other data collection relevant to our business; example of such companies might include companies that perform data processing, reporting, tax documentation, custody or escrow services. Information is shared with these third parties only to the extent necessary for us to process the transactions you initiate or perform other specific services, like collections. Our partners are legally required to keep your information private and secure.

Your investment profile information may, in a generic way, be made publicly available in for use on the "Statistics" page of the Site or in other summaries of aggregate investment data.

If you use our blog on the Site, you should be aware that any personally identifiable information you submit there can be read, collected, or used by other users of this forum, and could be used to send you unsolicited messages. We are not responsible for the personally identifiable information you choose to submit in this forum.

We may share your information with law enforcement or other government agencies as required by law or for the purposes of detecting and/or limiting fraud. We reserve the right to disclose your personally identifiable information when we believe that disclosure is necessary to protect our rights or to comply with a judicial proceeding, court order or legal process. We further reserve the right to disclose any of your personal information that we believe, in good faith, appropriate or necessary to take precautions against liability, to investigate and defend against any third party claims or allegations, to assist government enforcement agencies, to protect the security or integrity of the Site or our service, or to protect the rights, property or personal safety of Lender, its users, issuers, or others.

Where You Can View and Correct Your Information

We urge you to review your information regularly to ensure that it is correct and complete. If you believe that any of your information is incorrect, or if you have any questions regarding this Privacy Policy, please contact us at info@triumph.capital.

Web-Related Information Collection

When you visit the Site, whether or not you register for an account, we may send one or more cookies – small text files containing a string of alphanumeric characters – to your computer. "Cookies" are small text files that may be placed on your web browser when you visit our Site that store information on your computer, such as your preferences when visiting the Site. We use cookies when you sign in, to keep track of your personal session, including some account identifiers so that we can ensure that you are the only person making changes to your account. We also use cookies to track your activity on the Site as a unique person. All of this information is stored in an encrypted fashion for security reasons, and no personal information about you is stored. You can set your web browser to inform you when cookies are set or to prevent cookies from being set. Please note, however, that if you decline to use cookies, you may experience reduced functionality and slower response times on the Site.
Declining to use our authentication-related cookies may prevent you from using the Site altogether.

We (or our service providers, such as Google Analytics) may also collect web surfing data related to your use of the Site. This may include, for example, information regarding which of our web pages you access, the frequency of such access, and your product and service preferences. This data collection may be accomplished by using cookies, web beacons, page tags or similar tools that are set when you visit the Website. Such web surfing data may include your Internet Protocol (IP) address, browser type, internet service provider (ISP), referring or exit pages, click stream data, operating system and the dates and times that you visit the Site. Web surfing data and similar information may be used for administrative purposes, to assess the usage, value and performance of our online products and services, and to improve your experience with the Site. As with cookies, the web surfing information collected is aggregated, anonymous "click stream" and transactional data, and is not associated with any users as individuals.

Links to Other Sites

If you follow any links that direct you away from the Site, this privacy policy will not apply to your activity on the other websites you visit. We do not control the privacy policies or the privacy practices of any third parties.

International Users

The Site may be accessed by users located outside the United States. If you choose to use the Site from the European Union or other regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your personal information outside of those regions to the United States, and that by providing your personal information on or through the Site that you consent to such transfer.

Security Policy

We limit access to the personal information we have about you to those employees who have a legitimate business need to access such information. In keeping with industry standards and practices, we maintain appropriate physical, electronic and procedural safeguards and controls to protect your information. The Site is built upon a secure infrastructure with multiple layers of protection and we use industry standard encryption technologies to safeguard your information.

Users are required to identify and authenticate themselves prior to accessing sensitive portions of the Site. Generally, identification and authentication take place through the use of your user name and a password and/or while logging in with one of our technical support staff.

If we learn of a security systems breach, then we may attempt to notify you electronically so that you can take appropriate protective steps. We may also post a notice on or through the Site in the event of a security breach. Depending on where you live, you may have a legal right to receive notice of a security breach in writing.

You can take several precautions to protect the security of your computer and personal information. For instance, you can use a well-chosen password, and restrict access to your email account. You can also install and regularly update antivirus and firewall software to protect your computer from external attacks by malicious users. When you are finished with a session on the Site, be sure that you logout and close the browser window.

You should also be aware of fraudulent attempts to gain access to your account information known as "phishing," whereby scammers try to bring unsuspecting people to a website by using a genuine-looking email purporting to be from a legitimate company. Sometimes, either in the email itself or on a fake website, scammers will ask for login information to gain access to people’s accounts and withdraw their money. Lender will never send you an email asking you for your login information. In general, you can protect yourself against phishing by never providing personal or login information via a link contained in an email; instead, go the website directly. You might also make it a habit to check the URL of a website to be sure that it begins with the correct domain. In the case of Lender, you should always ensure the URL begins with http://www.triumph.capital.

Security Statement

Lender utilizes some of the most advanced technology for Internet security available today. When you access our site using industry standard Secure Socket Layer (SSL) technology, your information is protected using both server authentication and data encryption, ensuring that your data is safe, secure, and available only to registered Users in your organization. Your data will be completely inaccessible to your competitors.

Lender provides each User a unique username and password that must be entered each time a User logs on. Lender may issue a session "cookie" only to record encrypted authentication information for the duration of a specific session. The session "cookie" does not include either the username or password of the user. Lender does not use "cookies" to store other confidential user and session information, but instead implements more advanced security methods based on dynamic data and encoded session IDs.

In addition, www.triumph.capital is hosted in a secure server environment that uses a firewall and other advanced technology to prevent interference or access from outside intruders. Personally Identifiable Information is hosted on a different server that has even more layers of security.

Security researchers seeking information on how to report security issues to www.triumph.capital should review our Vulnerability Reporting Policy.

Vulnerability Reporting Policy

The Triumph Capital Partners LLC security team acknowledges the valuable role that independent security researchers play in Internet security. Keeping our customers’ data secure is our number-one priority, and we encourage responsible reporting of any vulnerabilities that may be found in our site or application. Lender is committed to working with the security community to verify and respond to any potential vulnerabilities that are reported to us.

Testing for Security Vulnerabilities

Conduct all vulnerability testing against Trial or Developer Edition organizations(instances) of our online services to minimize the risk to our customers’ data.

Reporting a Potential Security Vulnerability

• Privately share details of the suspected vulnerability with Triumph by sending an email to info@triumph.capital.
• Provide full details of the suspected vulnerability so the Triumph security team may validate and reproduce the issue

Triumph does not permit the following types of security research:

• Causing, or attempting to cause, a Denial of Service (DoS) condition
• Accessing, or attempting to access, data or information that does not belong to you
• Destroying or corrupting, or attempting to destroy or corrupt, data or information that does not belong to you

Security Team Commitment

To all security researchers who follow this Vulnerability Reporting Policy, the Triumph security team commits to the following:

• To respond in a timely manner, acknowledging receipt of your report
• To provide an estimated time frame for addressing the vulnerability
• To notify the reporting individual when the vulnerability has been fixed

No Compensation

Triumph does not compensate people for reporting a security vulnerability, and any requests for such compensation will be considered a violation of the conditions above. In such an event, Triumph reserves all of its legal rights.

Terms Of Service

The Lender service and network (collectively, the "Service") is operated by Triumph Capital Partners, LLC, a Delaware corporation (together with its subsidiaries and affiliates, the "Company," "Triumph Capital Partners, LLC, a Delaware limited liability company," "we," or "us"). By accessing or using our web site at www.triumph.capital, including any subdomain thereof (the "Site"), you (the "User") signify that you have read, understand and agree to be bound by these terms of service (these "Terms of Service"), regardless of whether you are a registered member of the Service.

We are a technology platform that permits Accredited Investors (as defined below) and certain other persons to independently connect with issuers of securities relating to real estate investments. These Terms of Service govern your access and use of the Website and all content, services and/or products provided through the Service. Please read these Terms of Service carefully before using the Service on the Site. If you violate any of these Terms of Service (which include by reference Lender’s Privacy Policy), or otherwise violate an agreement between you and us, Lender may terminate your membership, delete your profile and any content or information that you have posted on the Site and/or prohibit you from using or accessing the Service or the Site (or any portion, aspect or feature thereof), at any time in its sole discretion, with or without notice.

In addition to these Terms of Service, you may enter into other agreements with us or others that will govern your use of the Service or related services offered by us or others. If there is any contradiction between these Terms of Service and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies. As used herein, "Users" means anyone who accesses and/or uses the Site.

Changes to these Terms of Service

We may make changes to these Terms of Service from time to time. If we do this, we will post the changed Terms of Service on the Site and will indicate at the top of this page the date the Terms of Service were last revised. You understand and agree that your continued use of the Service or the Site after we have made any such changes constitutes your acceptance of the new Terms of Service.

Eligibility

This Site is intended solely for Users who are eighteen (18) years of age or older, and any registration by, use of, or access to, the Site by anyone under the age of eighteen (18) years is unauthorized, unlicensed and in violation of these Terms of Service. By using the Service or the Site, you represent and warrant that you are eighteen (18) years of age or older and that you agree to abide by all of the terms and conditions of these Terms of Service.

The portion of our Service (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein are available only to certain qualified, registered and authorized users. Such portions of our Service and the Site may thus not be available in all jurisdictions or to all Users.

For persons resident in the United States, only "accredited investors" as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), with a valid User ID and password, are authorized to access such services and web pages (such persons being "Accredited Investors"). In general, to qualify as an Accredited Investor, individuals must have a net worth of more than $1 million (excluding their primary residence), or gross income for each of the last two years of at least $200,000 ($300,000 jointly with their spouse) with the expectation of a similarly qualifying income during the current year. In some cases, you may be required to provide supporting documents to Lender that provides proof that you are an Accredited Investor. Such authorization may require completion of an Accredited Investor questionnaire and satisfactory background information screening. Your failure to provide any information and documentation requested to confirm your status as an Accredited Investor will be cause for Lender to immediately discontinue your use of the Service by preventing your access to the Website and the Service.

Persons who are resident outside of the United States are allowed access to such investment opportunities only if such access does not violate the laws of their country of residence. Our services (and certain pages of the Site) that relate to the viewing of actual investment opportunities or to making investments in the securities offered therein may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or where Lender or one of its partner entities is not authorized to provide such information or services.

Securities Matters; No Professional Advice Provided

The securities offered on the Website have not been registered under the Securities Act of 1933 (the "Securities Act"), in reliance on the provisions of Section 4(2) of the Securities Act and Rule 506 of Regulation D, and/or Regulation S, promulgated thereunder. Securities sold through private placements are restricted and not publicly traded, and are therefore illiquid. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any offering on the Site.

Lender is not a registered broker-dealer, funding portal, or investment advisor and does not conduct any activity that it believes would require such registration.

Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. The information contained in the Site has been prepared by Lender without reference to any particular user’s investment requirements or financial situation, and potential investors should consult with their own professional tax, legal and financial advisors before making any investment.

You may not become a beneficial owner of 20% or more of any issuer’s outstanding voting equity securities (an "Issuer Covered Person") without becoming subject to certain "bad actor" disqualifying events described in Rule 506(d) of Regulation D (a "Disqualifying Event"). You represent that you are not subject to a Disqualifying Event and that you will promptly notify Lender in writing should any Disqualifying Events be applicable to you. To the extent you are subject to a Disqualifying Event, Lender reserves the right to cancel your investment and return any funds held in escrow or otherwise paid or submitted by you.  Lender is not liable or responsible for making Rule 506(e) of Regulation D disclosures, nor for determining whether any Issuer Covered Person is subject to a Disqualifying Event.

You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable law, rules or regulations. You may not:

• use the Service in any manner that could damage, disable, overburden, or impair the Service, or interfere with any other party’s use and enjoyment of the Service;
• attempt to gain unauthorized access to the Site, the Service, or the computer systems or networks connected to the Service through hacking, password mining or any other means;
• create user accounts by automated means or under false or fraudulent pretenses;
• transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature to or through the Site or Service;
• defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
• upload, post, email or transmit, or otherwise make available through the Site or Service any inappropriate, defamatory, infringing, obscene, or unlawful content;
• upload, post, email or transmit, or otherwise make available through the Site or Service any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such content;
• upload, post, email or transmit, or otherwise make available through the Site or Service any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
• run Maillist, Listserv, or any form of auto-responder or "spam" on the Site or Service;
• use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site, including to engage in the practices of "screen scraping," "database scraping" or any other activity with the purpose of obtaining content or other information;
• interfere or attempt to interfere with the proper working of the Site or Service or any activities conducted on the Site, including to utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over the Site’s pages, or otherwise affect the display of the Site’s pages;
• download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner;
• impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
• remove any copyright, trademark or other proprietary rights notices contained in or on the Site or Service;
• use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site or Service or collect information about its Users for any unauthorized purpose;
• submit content that falsely expresses or implies that such content is sponsored or endorsed by LENDER, any of its affiliates or any third parties;
• use the Site or Service for any illegal or unauthorized purpose (including, without limitation, in violation of any United States federal and state securities or blue sky laws or regulations, securities exchange or self-regulatory organization’s rules or regulations, or equivalent laws or regulations in foreign jurisdictions);
• promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
• share or disclose with anyone any information obtained through the Site or Service about any investment offerings; or
• use the Service for any commercial purpose whatsoever other than for your personal use, including (without limitation) soliciting other users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other users.

Disclaimers

• YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LENDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
• THE INFORMATION PROVIDED ON THE SITE IS CONFIDENTIAL AND HAS BEEN PREPARED SOLELY FOR THE PURPOSE OF EVALUATING AN INVESTMENT OPPORTUNITY BY PERSONS WITH PRE-EXISTING RELATIONSHIPS WITH LENDER. NO PERSON OR ENTITY IS PERMITTED TO RELY UPON OR USE THIS INFORMATION FOR ANY PURPOSE OTHER THAN INFORMATIONAL PURPOSES.  UNDER NO CIRCUMSTANCE CAN THIS INFORMATION BE COPIED, CIRCULATED OR DISCLOSED BY ANY USER TO ANY PERSON. NEITHER LENDER AND ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE MEMBERS, OFFICERS, EMPLOYEES OR REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE ACCURACY OF ANY INFORMATION PROVIDED BY THIRD PARTIES ("THIRD PARTY CONTENT"), WHICH INCLUDES SUMMARIES AND CONCLUSIONS OF REPORTS AND STATEMENTS OF THIRD PARTIES (INCLUDING MATERIAL FURNISHED BY THE SELLER OF THE LOAN  DESCRIBED HEREIN), NONE OF WHICH IS GUARANTEED BY ANY OF LENDER, ITS AFFILIATES OR THEIR  RESPECTIVE MEMBERS, OFFICERS, EMPLOYEES OR REPRESENTATIVES TO BE ACCURATE OR COMPLETE IN ANY RESPECT.
• We do not guarantee the accuracy of any User Content or Third Party Content. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Content. We are not responsible for the conduct, whether online or offline, of any User of the Site or Service.
• Content provided in the site includes forward looking statements. We cannot guarantee and do not promise any specific results (relating to investments or otherwise) from use of the Site and/or the Service. ANY forward-looking statements included ON THE SITE, INCLUDING any PROJECTIONS SET FORTH ThereIN, are not historical facts or guarantees of performance, but rather are based upon LENDER’s current expectations, estimates and projections about A PARTICULAR OPPORTUNITY.  Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "hopes," "estimates," "projects," and similar expressions and variations of these expressions, or future or conditional words such as "will," "would," "should," "could," or "may," are intended to identify forward-looking statements.  Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond the control of LENDER, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
• The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Service. Under no circumstances will we be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone’s use of the Site or the Service, any User Content or Third Party Content posted on or through the Site or the Service or transmitted to Users, or any interactions between Users of the Site, whether online or offline.
• We reserve the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Lender.

Non-Circumvention

By accessing or using the Site (whether as a borrower, broker, investor or otherwise) you acknowledge and agree that Lender’s contacts, investors, source of investors, borrowers, source of borrowers, brokers and/or related persons (each, a "Contact" and collectively, the "Contacts") to be exclusive, confidential and valuable to Lender.  Lender has introduced, may introduce, or intends to introduce to you certain Contacts with respect to your use of the Site and in the performance of Lender’s Services.  Accordingly, during your use of the Site (regardless of whether such use is continued or interrupted for any period of time) and for a period of three (3) years thereafter, you  agree to deal exclusively with Lender in connection with the Contacts and you will not circumvent or attempt to circumvent, either directly or indirectly, Lender, with respect to any Contacts and you expressly agree not to directly or indirectly contact, solicit or otherwise enter into any business relationship with the Contacts of Lender, except with the express prior written consent of Lender.

Confidential Information

In connection with your use of the Site it is contemplated that Lender  will disclose to you and your affiliates certain Confidential Information concerning Lender, and you hereby agree that, during your use of the Site and thereafter, you shall hold and keep confidential all Confidential Information concerning Lender that is furnished to you or to any of your agents, affiliates, attorneys, associates, clients, consultants, employees, partners, related parties or representatives  (each, a "Representative") except to the extent otherwise provided herein.  As used herein, "Confidential Information" means any and all technical and non-technical information disclosed by Lender to you, which information would appear to a reasonable person to be confidential or proprietary, including, without limitation: the business relationships and affairs of Lender and its affiliates, customer lists (including, without limitation, existing or potential borrowers, business partners, brokers, investors and sources thereof), trade secrets, proprietary and confidential ideas, techniques, works of authorship, models, inventions, know-how, processes, apparatuses, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of Lender, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing requirements, customer lists, investor lists, employee lists, business and contractual relationships, business forecasts, sales and merchandising plans, and marketing plans.  If, upon disclosure by Lender of any Confidential Information, you believe that such Confidential Information was in your possession free of any obligation of confidence at the time it was disclosed to you by Lender or its affiliates, you shall notify Lender in writing of such possession within three (3) business days of receipt of such Confidential Information.  Failure by you to timely notify Lender shall constitute prima facie evidence that such Confidential Information was not in your possession prior to its disclosure by Lender.

You agree that at all times and notwithstanding any termination, modification or expiration of these Terms of Service, you will hold in strict confidence and not disclose to any third party any Confidential Information of Lender, except as approved in writing by Lender, and will use the Confidential Information for no purpose other than with respect to its authorized purpose in connection with the Site and Services.  You agree to limit access to the Confidential Information to only those Representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.  You further agree that you will not reproduce the Confidential Information in any form except as required to accomplish the intent of the Services.  Any reproduction by you of any Confidential Information will remain the property of Lender and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by Lender.

For purposes hereof, the term "Confidential Information" shall be deemed not to include information that (i) is or becomes generally available to the public other than as a result of disclosure by you or your Representative in violation of this Agreement, (ii) was within your possession prior to it being furnished to you by Lender pursuant hereto, (iii) was developed by you independently of and without reference to any Confidential Information provided to you or any of your Representatives by Lender, or (iv) that is required to be disclosed by a court order or applicable law; provided, that in the event you or your Representatives are required by law or the direction of any court or governmental authority to disclose any information that would otherwise be considered Confidential Information under this Agreement, if permitted by applicable law, you shall promptly notify Lender in writing of such proposed disclosure and use reasonable efforts to assist Lender to preserve the confidentiality of such information consistent with applicable law.

You agree that the software programs of Lender contain valuable confidential information and you agree that neither you nor your Representatives will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of Lender.  You further agree that you will not export, directly or indirectly, any technical data acquired from Lender or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

Registration Data; Account Security

In consideration of your use of the Site and Service, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to us, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

Proprietary Rights in Site Content; Limited License

All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the "Site Content"), is Lender’s proprietary property with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission, except that, if you are eligible for use of the Site, you are granted a limited, revocable, license to access and use the Site and to download or print a copy of any portion of the Site Content solely for your personal use, provided that you keep such portions confidential and all copyright or other proprietary notices intact. You may not, without our express written consent, republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Lender, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.

Linked Sites

The Website may contain links to third party websites ("Linked Sites"). These links are provided only as a convenience. The inclusion of any link is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Lender of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall Lender be responsible or otherwise liable for the information contained on any Linked Site or your use of or inability to use any Linked Site. Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites, is solely at your own risk. Your access and use of the Linked Sites are governed by the terms of use and privacy policies of such Linked Sites, and we encourage you to carefully review all such terms and policies.

User Content

The Service may allow you and other users to submit, post, transmit and share content with other Users. You are solely responsible for any such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display (as collectively referred to hereinafter as "post") on or through the Service or the Site, or transmit to or share with other Users (collectively, the "User Content"). It is against these Terms of Service to contact sponsoring real estate operating companies or borrowers directly or to attempt to enter into any transactions with such persons or entities outside of the Service. You understand and agree that Lender may, but is not obligated to, review and delete or remove (without notice) any User Content in Lender’s sole and absolute discretion, including without limitation, User Content that in the sole judgment of Lender violates these Terms of Service, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.

By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to Lender an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. If you choose to remove your User Content from the Site, the license granted above shall not expire.

In limited circumstances, you may be granted the right to review certain personal information (including credit data) posted by other Users on the Site, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the creditworthiness of other Users.

Copyright Complaints

If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
Name of Agent Designated to Receive Notification of Claimed Infringement:

To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, the registrations of Users who are deemed to be infringers.

User Disputes

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Privacy

Please review our Privacy Policy. By using the Site or the Service, you are consenting to our Privacy Policy and to having your personal data transferred to and processed in the United States.

Electronic Transactions and Disclosures

Lender (the "Company" or "we") utilizes email, electronic documentation and the web portal (the "Portal") to timely and efficiently communicate and transmit information to you. There are certain documents, communications, notices, contracts, agreements and distributions our and your rights, obligations or services (collectively, the "Disclosures") that we need to make available to you as part of the note purchase process. These Disclosures are required by Federal and State laws. In order to continue with the purchase process, we must have your consent to receive these Disclosures electronically. Accordingly, by checking the appropriate box and continuing the purchase process you are consenting and agreeing to receive electronically (either via the Platform or email) all Disclosures and other communications. Moreover, you are agreeing that the exchange of copies of documents via the Platform or email and of electronic signatures shall constitute effective execution and delivery of such documents. Electronic signatures transmitted via the Platform or email shall be deemed to be an original signature for all purposes. The decision to conduct business electronically remains your decision. If you do not consent, you will not be able to continue with the online purchase process, however we can still assist you in person or over the telephone.

In order to conduct business with the Company and access and maintain the Disclosures electronically, you must satisfy the following computer hardware and software requirements: (a) access to the Internet, an email account and related software capable of receiving email through the Internet, (b) a web browser which is SSL-compliant and supports secure sessions; (c) a PDF reader, and (d) hardware capable of running this software. You will also need access to a printer or the ability to download information in order to keep copies for your records.

Updates

You must keep us informed of any change in your e-mail address, your home mailing address, or your telephone number so that we can maintain communications with you about your authorization as a registered User and so that you can continue to receive all Disclosures in a timely fashion. You can contact us by e-mail at info@triumph.capital or by calling us at (858) 490-2180. You may also reach us in writing to us at the following address: Triumph Capital Partners, LLC, Attn: IT Department, 662 Encinitas Blvd., Suite 208, Encinitas, CA 92024.

Limitation on Liability

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, IN NO EVENT WILL TRIUMPH CAPITAL PARTNERS, LLC OR ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, 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 SITE OR THE SERVICE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF TRIUMPH CAPITAL PARTNERS, LLC 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 ANY OF TRIUMPH CAPITAL PARTNERS, LLC OR ITS AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, 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.

Governing Law; Arbitration

By visiting or using the Site and/or the Service, you agree that the laws of the State of Delaware, 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 of Service. By agreeing to these Terms of Service and using the Website and the Service, you agree to submit to personal jurisdiction in California for all purposes, and you agree to waive, to 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 the Terms, or any breach thereof, shall be finally resolved by binding arbitration administered 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 San Diego, California. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either Lender or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

Indemnity

You agree to indemnify and hold Lender, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, shareholders, employees and representatives, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your use of the Service or the Site, your conduct in connection with the Service or the Site or with other Users of the Service or the Site, or any violation of these Terms of Use or of any law or the rights of any third party, any of your User Content, and any Third Party Content you post or share on or through the Site.

Other

The failure of Lender to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Service is held invalid, the remainder of these Terms of Service shall continue in full force and effect. If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

Consent to Electronic Transactions and Disclosures

Because Lender operates largely on the Internet, it is necessary for you to consent to transact business with us online and electronically. Before you decide to do business electronically with Lender, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, such as Internet Explorer 5.0 or above and Netscape Navigator 6.0 or above, or the equivalent software; and hardware capable of running this software.

Lender or an affiliate (or a third-party servicer or escrow provider that we may retain) generally receives all payments, and makes all disbursements, through electronic funds transfers (ACH transfers) using the bank (or other financial institution) account information you provide to us. You authorize such bank or other financial account to pay any amounts described herein, and authorize Lender (or any such third-party servicer or escrow provider) to make any and all investment disbursements, to such account. You agree to provide Lender updated information regarding your bank or other account upon Lender’s request and at any time that the information earlier provided is no longer valid.

As part of doing business with Lender, you must also consent to our giving you certain disclosures electronically, either via our Site or to the email address you provide to us. By agreeing to the Terms of Service, you agree to receive electronically all documents, communications, notices, contracts, and agreements, including any IRS Form 1099 or other tax forms, schedules or information statements, arising from or relating to your registration as an investor on our Site, any investments you may make, your use of this Service, and the servicing of any investment you may make (each, a "Disclosure"), from Lender or any service provider either of us may use. The decision to do business with Lender electronically is yours. The Terms of Service inform you of your rights concerning Disclosures.

Your consent to receive Disclosures and transact business electronically, and our agreement to do so, applies to any transactions to which such Disclosures relate, whether between you and Lender. Your consent will remain in effect for so long as you are a User and, if you are no longer a User, will continue until such a time as all Disclosures relevant to transactions that occurred while you were a User have been made.

You may not withdraw such consent as long as you have any outstanding investments made through the Site. If you have no outstanding investments made through the site and wish to withdraw consent to doing business electronically, we will terminate your registered user account with us.

ACH SPECIFIC DISCLOSURES

• PROVISIONAL PAYMENT DISCLOSURE:   Credit given by us to you with respect to an Automated Clearing House credit entry is provisional until we receive final settlement for such entry through a federal reserve bank.  If we do not receive such final settlement, you are hereby notified and agree that we are entitled to a refund of the amount credited to you in connection with such entry, and the party making payment to you via such entry i.e. the originator of the entry shall not be deemed to have paid you in the amount of such entry.
• NOTICE DISCLOSURE:   Under the operating rules of the National Automated Clearing House Association, which are applicable to ACH transactions involving your account, we are not required to give next day notice to you of receipt of an ACH item and we will not do so.  However, we will continue to notify you of the receipt of payments in the periodic statements we provide to you.
• CHOICE OF LAW DISCLOSURE:   We may accept on your behalf payments to your account which have been transmitted through one or more Automated Clearing Houses ACH and which are not subject to the Electronic Fund Transfer Act and your rights and obligations with respect to such payment shall be construed in accordance with and governed by the laws of the state of New York as provided by the operating rules of the National Automated Clearing House Associations, which are applicable to ACH transactions involving your account.

You also expressly consent to receiving calls and messages, including auto-dialed and pre-recorded message calls, and SMS messages (including text messages) from us, our affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that you have provided or may provide in the future (including any cellular telephone numbers). Your cellular or mobile telephone provider will charge you according to the type of plan you carry.

If you are accessing our site and the Disclosures electronically via a mobile device (such as a smart phone, tablet, and the like), in addition to the above requirements you must make sure that you have software on your mobile device that allows you to print and save the Disclosures presented to you during the application process. These applications can be found for most mobile devices in the device’s respective "app store". If you do not have these capabilities on your mobile device, please access our site through a device that provides these capabilities.