NOTE TRADER EXCHANGE LLC
WEBSITE TERMS OF USE

These Terms of Use (“Service Terms”) are applicable to NoteTraderExchange.com websites. In addition to the Websites, these Service Terms are also applicable to all tools, applications (including mobile applications), and other services. Collectively, we call all these Websites, tools, and applications “Services.” Please read this document carefully as it is a binding agreement between you and your representatives (collectively, “you”), and NoteTraderExchange.com (“we,” “our,” or “us”).

By accessing or using the Services, you are agreeing to these Service Terms and entering into a legally binding agreement with us. If you do not agree to the Service Terms, including the binding arbitration clause and class action waiver outlined below, you may not use the Services or create an account.

As our business grows and improves, we may, from time to time, change these Service Terms and will post a revised copy on this page. We encourage you to check regularly for any updates. If we make any material changes to these Service Terms, we will notify you via email as appropriate. Otherwise, your continued use of the Services following such changes will constitute your acceptance of the new terms. By using the Services, you are agreeing to be legally bound by this agreement, including the binding arbitration clause contained below.

You must be at least 18 years old to use the Services. If you want to participate in an activity on this website, you will have to register first. You agree to provide accurate and truthful information and to keep it accurate and updated. It is your responsibility to maintain the confidentiality and security of your information, and you agree to notify us if there has been any unauthorized use of your information. You may not share your password with unaffiliated third parties. By providing your information, you consent to us contacting you about your interest in the Services by email, phone, or through any other contact information you have chosen to provide.

By using this website, you may be given authorization to view certain public and non-public information regarding promissory notes, real property, pictures, locations, documents, and other information that is contained herein. You agree that any and all information obtained from Note Trader Exchange and/or contained herein constitutes confidential information and that you will not use, disclose, or divulge any information contained herein except to your financial advisors, attorneys, accountants and other professionals advising you whether to enter into a transaction.

All parts of the Services, including the selection, compilation, arrangement, and presentation of all materials and the Websites, tools, and applications, are copyrighted by us, and are protected by U.S. and international laws. You agree to abide by all applicable copyright laws, as well as copyright notices or restrictions posted on the Services, and you acknowledge that use of our content without our express prior written permission is strictly prohibited.

You may not use any of our trademarks, trade names, service marks, copyrights, or logos in any manner which creates the impression that such items belong to or are associated with you, unless you have our written consent, and you acknowledge that you have no ownership rights in or to any of such items. You may not frame the Websites. You may not link to the Websites without the written consent of NoteTraderExchange.com. You also can’t link to our Websites from websites that contain content we would find objectionable.

The Services are owned exclusively by us. However, we grant you a limited, non-exclusive, non-transferable license to access and use the Services only as expressly permitted in this Terms of Use and our Trading Terms of Use. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services, except as expressly permitted in these Service Terms. Any violation by you of these license provisions may result in the immediate termination of your right to use the Services. We reserve all rights, title and interest not expressly granted under this license to the fullest extent possible under applicable laws.

The entire content of this website is and shall remain the intellectual property of Note Trader Exchange, LLC. As such, it is protected by State, Federal and International copyright and other applicable laws. The unauthorized use of this website or its contents is strictly prohibited without prior written permission, and such violation may result in both civil and criminal liability. Such intellectual property rights include any proprietary software used on this website.

Consultant may use the Confidential Information, including adapting, modifying and creating derivative works of the Program, solely for purposes of assisting Customer in evaluating the Program and/or implementing or modifying the Program at CUSTOMER’S facility to meet CUSTOMER’S particular requirements. Consultant may not use the Confidential Information to perform maintenance services for Customer or for any other purposes, and may not in any event distribute the Confidential Information to any third party, including other licensees.

All adaptations and modifications to the Confidential Information, and all derivative works thereof, shall be deemed to be the sole property of Note Trader Exchange, whether prepared by Note Trader Exchange, Customer, Consultant, or any other party. Consultant agrees that any such adaptations, modifications and derivative works prepared by Consultant for Customer shall be deemed to be work for hire as defined under the United States copyright law.

Consultant shall have no right to use, copy or disclose the Confidential Information, in whole or in part, except as authorized herein. Consultant may disclose the Confidential Information only to DBS’s or CUSTOMER’S employees in the scope of their employment who have a need to know and to obtain access thereto for the purposes described above and who are bound by a written agreement with Consultant to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement.

All tangible Confidential Information, and any copies thereof, shall be promptly returned to Note Trader Exchange, or destroyed at Note Trader Exchange’s option, upon request of Note Trader Exchange or upon termination of this Agreement.

You agree not to use the Services in any way that:

1. Violates these Service Terms;
2. You are not allowed to scrape, monitor, or copy any part of the Services in an automated way, using any robot, scraper, or other method of access other than manually accessing the publicly-available portions of the Services;
3. Violates the restrictions in any robot exclusion headers of the Services, or bypasses or circumvents other measures to prevent or limit access to the Services;
4. Creates any derivative works from the Services;
5. Competes with our business or impacts our revenue;
6. Impairs our computer systems or transmits software viruses, worms, or other harmful files.
7. Interferes with any other party’s use and enjoyment of the Services;
8. Attempts to gain unauthorized access to the Services;
9. Uses any part of the Services in unsolicited mailings or spam material;
10. Violates any third party’s rights, including copyright, trademark, privacy rights, or any other intellectual property or proprietary right;
11. Threatens, stalks, harms, or harasses others, misleads or deceives others, promotes bigotry or discrimination, defames others, or is otherwise objectionable; solicits personal information, or submits or transmits pornography; or
12. Violates any laws.

To use the Services, you must follow our rules. The rules above are designed to keep the Services safe and enjoyable for all users.

YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT ALL INFORMATION CONTAINED IN THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND THAT WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

We make no representations or guarantees that the Services are compatible with your equipment or that the Services, or that any electronic communications sent by us or our affiliates, are error-free or will be free from loss, destruction, damage, interruption, corruption, attack, viruses, worms, or other harmful, invasive, or corrupted files, interference, hacking, or other security intrusion, and we disclaim any liability relating thereto. You agree that we have the right to change the content or technical specifications of any aspect of the Services at any time in our sole discretion. You further agree that such changes may result in your being unable to access the Services.

We make no guarantees, representations, or warranties that the Services or information available through the Services, or that the use of or result of the use of the Services, will be accurate, reliable, complete, current, uninterrupted, or without errors. Any documents, pictures, or other information available on the Services are for informational purposes only, and may not represent the current condition of a property or the condition of the property at the time of sale. The posting of pictures on the Services does not constitute a guarantee that any items represented in the pictures will be present when a buyer takes possession of a note. You are encouraged to conduct your own due diligence and investigate all matters relating to any investment opportunity. It is recommended that you seek independent advice, including legal advice, to perform your own due diligence and that you use good faith efforts in determining that the content of all information provided to or obtained by you is accurate.

Some of the available content, services and information may include materials that belong to third parties. You acknowledge that we assume no responsibility for such content, services, or information. The content of other websites, services, goods, or advertisements that may be linked to or from the Services is not maintained or controlled by us. We do not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Services; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services, or goods, that may be linked to or from the Services; or (c) make any endorsement of any other websites, services, or goods that may be linked to or from the Services.

You use the Services at your own risk and what you see is what you get. There are many parts of the Services that we do not control or assume responsibility for. YOU are responsible for performing your own diligence on notes available for purchase on the Services and you agree not to rely solely on the information available on the Services in making decisions about these properties.

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE, OUR SUBSIDIARIES, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICES, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS, OR LINE FAILURE IN CONNECTION WITH YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU. TO THE EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY IN CONNECTION WITH THE SERVICES FOR DAMAGES, WILL NOT BE GREATER THAN THE AMOUNT YOU PAID TO ACCESS THE SERVICES OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Unless a state law provides otherwise, we are not liable to you for any issues arising out of your use of or inability to use the Services, and in no case will we be liable for any damages that exceed the amount you paid to access the Services, if any, or $100, whichever is greater.

You agree to indemnify, defend, and hold us, our subsidiaries, and affiliates harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to: (i) your access to or use of the Services; (ii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iii) the content you submit to the Services; or (iv) your breach of the Service Terms. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate in such defense. You agree not to settle any matter in which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree to defend and hold us harmless against claims and damages caused by your use of the Services or violation of the Service Terms.

We also may use the information you provide us through electronic mail, including your email address, to respond to you. We also may use the information we collect from your visit to our website to identify levels and areas of interest in us which enables us to improve and refine the content of the Web site. We do not sell any of this information to third parties. We do, however, reserve the right to disclose such information to our employees, contractors, agents, and designees to the extent necessary to enable them to perform certain website-related services (e.g., web hosting, improve website-related services and features, or maintenance services) on our behalf. We also reserve the right to disclose such information to any third party if we believe that we are required to do so for any or all of the following reasons: (i) by law; (ii) to comply with legal processes or governmental requests; (iii) to prevent, investigate, detect, or prosecute criminal offenses or attacks on the technical integrity of the website or our network; and/or (iv) to protect the rights, property, or safety of us and our affiliates, their partners, and employees, the users of this Web website, or the public.

All personal information obtained by Note Trader Exchange is treated as private and confidential. The information available to users of this website is intended only for the legitimate business use of Note Trader Exchange's customers and clients. Note Trader Exchange will not intentionally violate any right of privacy nor make such information available to third parties for solicitation by third parties. Note Trader Exchange comes into possession and knowledge of a limited amount of information necessary for it to provide its services to its customers and clients, but treats all information received as private and confidential.

Our use of your information is governed at all times by our Privacy Statement. Our Privacy Statement explains our practices relating to the collection and use of your information in connection with the Services, and is incorporated into these Service Terms. By using the Services, you consent to the collection and use of your information as set forth in the Privacy Statement.

You can stop using the Services at any time and for any reason. Without prior notice, we may revoke your registration, suspend your ability to use certain parts of the Services, and/or terminate your access to the Services at any time at our discretion. We may also modify, suspend, or discontinue the Services.

If you breach or threaten to breach any provision of these Service Terms, in addition to terminating your right to use the Services, we shall be entitled to seek injunctive relief to enforce the provisions hereof, but nothing herein shall preclude us from pursuing any action or other remedy for breach or threatened breach of these Service Terms. If we prevail in such action, we shall be entitled to recover from you all reasonable costs, expenses, and attorneys’ fees incurred in connection therewith.

In order to protect the Services, we reserve the right at any time to block users from accessing and using the Services. We may also request that you stop accessing or permanently destroy certain content or information available through the Services.

You can stop using the Services at any time, and we have the discretion to discontinue or change the Services, as well as to control who can use the Services. If you violate the Service Terms, we have the right to seek enforcement of the provisions of the Service Terms and can also pursue other actions against you that we deem necessary, at your expense.

Please read this section carefully – it may significantly affect your legal rights, including your right to file a lawsuit in court and to have a jury hear your claims. By using the Services, you irrevocably agree: (a) to waive all rights to trial in a court before a judge or jury on any claim, action or dispute with us or relating in any way to your use of the Services or the interpretation, applicability, enforceability or formation of these Service Terms including, but not limited to, any claim that all or any part of this agreement is void or voidable (“Claims”); (b) that all Claims will be determined exclusively by final and binding arbitration in New Jersey before one arbitrator; and (c) that the arbitrator will not have the authority to consolidate the Claims of other users of the Services (“Users”) and will not have the authority to fashion a proceeding as a class or collective action or to award relief to a group or class of Users in one arbitration proceeding.

Notwithstanding these rules, however, such proceeding shall be governed by the laws of the State of New Jersey. All parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Claims. However, nothing in this section shall prevent us from enforcing our intellectual property rights and/or remedy unfair competition, misappropriation of trade secrets, unauthorized access, fraud or computer fraud, and/or industrial espionage in court.

Judgment on any arbitration award may be entered in any court having jurisdiction. In any arbitration arising out of or related to these Service Terms, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be a prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

It is very important that you read and understand this entire section. This section explains that by using the Services, you are agreeing to resolve any dispute related to the Services or these Service Terms through binding arbitration, and you are giving up your right to resolve disputes in front of a judge or jury. You are also agreeing to arbitrate your claims individually, and not as part of a class action.

The contents and access to this website are provided for convenience only and in so providing such material, access and information, Note Trader Exchange makes no representations or warranties of any kind, express or implied, with respect to the website or any material or information provided. By using this website, in addition to any other waivers or releases made by a user of this website, you expressly promise, acknowledge and agree that Note Trader Exchange, its agents, employees, representatives, members of its board of directors, attorneys, shareholders or any other related or affiliated person or entity (the Related Parties) shall not be liable for any damages of any kind, including but not limited to consequential, compensatory, special and punitive damages. This express promise extends to any equitable claims of any nature, including, but not limited to comparative liability and indemnification, and if any third party sues or makes any claim against any of the parties listed in this paragraph as a direct or indirect result of information provided to you, the user agrees to indemnify, defend and hold Note Trader Exchange and the Related Parties harmless. Any attorney chosen by a user to defend Note Trader Exchange and any of the Related Parties, shall be competent and experienced in the appropriate area of law involved, and shall be subject to the subjective approval of Note Trader Exchange and the Related Parties involved. If Note Trader Exchange does not approve of the attorney chosen by the user, it has the right to retain the attorney of its choice and the user shall be liable for all attorney fees and costs incurred immediately as they accrue and become due.

Our website contains links to other websites. Please be aware that we are not and cannot be responsible for the privacy practices of such other websites and that this Privacy Policy applies solely to the information which we collect through this Web website. We encourage you to ensure that you read the privacy statements of all the destination websites which you visit. Furthermore, we are not responsible for any damages, including but not limited to emotional or physical, that you receive from the other website as a result of its content or transmission of viruses from that site, or other damaging transmissions from that website to your computer.

By using this website, a user expressly agrees that jurisdiction and venue for any action against Note Trader Exchange or any of the Related Parties shall be in New Jersey, in the appropriate state or federal court. There shall be no other place or court which shall have concurrent jurisdiction and any user of this website waives any rights concerning jurisdiction and venue and acknowledges and agrees to these provisions.

We attempt to adopt commercially reasonable security measures consistent with legal industry practice to assist in protecting against the loss, misuse, and alteration of personally identifiable information which is under our control. However, no system of transmitting data over the Internet can be guaranteed to be 100% secure. As a result, while we undertake commercially reasonable efforts to protect your personally identifiable information, we cannot guarantee the security of our servers, the means by which information is transmitted between your computer and our servers, or any information provided to us or to any third party through or in connection with the website. You provide all such information entirely at your own risk.

You acknowledge that these Service Terms, any other policies or terms incorporated herein, either in their entirety or by explicit reference, and any other terms and conditions on the Services, constitute the entire agreement between you and us and govern your use of the Services. If any provision of the Service Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible by law, and the other provisions of the Service Terms will remain in force. Our failure to exercise or enforce any right or provision of the Service Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed by us in writing. You may not assign the Service Terms or the rights hereunder without our prior written consent. We may assign the Service Terms and delegate certain responsibilities, obligations, and duties under or in connection with the Service Terms in our sole discretion.

These are all the general legal terms that govern your use of the Services.

2016 Note Trader Exchange LLC
PO Box 601 Oradell NJ 07649
www.notetraderexchange.com

NOTE TRADER EXCHANGE LLC
TRADING TERMS

ANY MISUSE OF THE INFORMATION CONTAINED HEREIN, INCLUDING UNAUTHORIZED CONTACT OR HARASSING THE UNDERLYING BORROWER OR SELLER OF THE NOTE OR OTHERWISE MAY SUBJECT YOU TO PERSONAL LIABILITY BY THE UNDERLYING BORROWER, THE SELLER OF THE NOTE, AND Note Trader Exchange. DATA IS BEING MONITORED AND WILL BE PROVIDED TO LAW ENFORCEMENT UPON ANY INDICATION OF MISUSE.

By using Note Trader Exchange, you are agreeing that you are a prospective Note purchaser or seller or are an agent for either a purchaser or seller who wishes to enter into secondary market transactions through the purchase or sale of Notes.

The following terms constitute a binding agreement ("Agreement") between You and Note Trader Exchange, LLC a New Jersey limited liability company ("Note Trader Exchange", "we", or "us"). This Agreement will govern all purchases of notes or properties (each and collectively, "Note") or loan pools ("Loan Pools") that include Notes, that you may, from time to time, purchase from sellers ("Sellers") that utilize Note Trader Exchange or that you may sell to buyers ("Buyers") who utilize Note Trader Exchange. Please read this Agreement, the trading terms of use ("Trading Terms of Use") on Note Trader Exchange's web site at notetraderexchange.com and any subdomain thereof (the "Site") carefully and print and retain a copy of these documents for your records. By registering electronically and Logging into The Site, you agree to the following terms together with the Terms of Use, consent to our privacy policy, agree to transact business with us and receive communications relating to the Notes electronically, and agree to have any dispute with us resolved by binding arbitration.

This Agreement is effective on November 1, 2015, for current users, and upon acceptance for new users.

You agree that any information provided by Note Trader Exchange, through notetraderexchange.com, its officers, employees, affiliates, agents or other representatives of the Notes and all information and documentation in connection with the Notes, including personal information and the Note itself ("Non-Public Information") is for your confidential, personal use to evaluate the Notes. At no time may the Non-Public Information be disclosed, used, or otherwise except for the purpose of evaluating any potential Offer or Active Transaction and Non-Public Information can only be disclosed for the sole purpose of evaluating Notes for potential Offers or Active Transactions to those who have knowledge of this Agreement and are strictly limited to your officers, agents, employees, or representatives including attorney, accountant, and investment advisor ("Approved Associates"), or otherwise required by law. You shall not, and shall also direct all Approved Associates who may be shown Non-Public Information not to disclose that information to anyone. You agree that you will not contact borrowers, property owners, or tenants/residents of the Notes listed on the Site directly, or indirectly, by yourself or through an affiliate or agent of yours. You agree that all contact will be facilitated through Note Trader Exchange website or directly with the Seller and/or Buyer as permitted and directed by Note Trader Exchange. Not Withstanding the above paragraph or any other part to this Agreement You shall (a) comply with all federal and state laws and regulations governing or relating to privacy rights in relation to such information, including the Gramm-Leach-Bliley Act, (b) not disclose any of such information to any person other than those of its personnel, agents, or to meet regulatory requirements, who need to know the information for the sole purpose of evaluating the potential purchase of the Note and (c) implement and observe procedures and measures as necessary to ensure the security and confidentiality of such information.

You shall indemnify, defend and hold harmless Note Trader Exchange and officers, agents, employees, or representatives including attorney, accountant, and investment advisor ("Indemnified Associates") from and against all suits, liabilities, losses, damages or expenses of any kind (including attorney's fees and expenses) incurred or suffered by any Indemnified Associate arising out of or in connection with this Agreement, including without limitation the unauthorized use or disclosure of the Non-Public Information in violation of this Agreement, and any negligent or intentional acts or omissions in relation to this Agreement by You or Approved Associate. Your obligations shall survive the expiration or termination of this Agreement.

Subject to the terms and conditions of this Agreement, we will provide you the opportunity through the Site: To review Notes that Sellers have posted on its Site, including all Notes and all documents pertaining thereto; and to advertise your Notes for sale to prospective Buyers and create a medium through which you can communicate with the prospective Buyer.

Note Trader Exchange will provide the medium through which each Note can be posted on its Site. While Note Trader Exchange will attempt to verify the accuracy of the information provided by Sellers, Note Trader Exchange cannot guarantee that any of the information provided by Sellers will be true, accurate or correct. By using this site, Buyer or Seller acknowledge that it is the Seller's sole responsibility for the accuracy and validity of the Note and Buyers should due a complete due diligence on all information provided by the Seller prior to purchasing the Note.

You will not hold Note Trader Exchange responsible for other users' content, actions, or inactions, or Notes they list. You acknowledge that we are not a traditional auctioneer, nor are we acting as agent, fiduciary, or broker in the purchase or sale of notes. Instead, our Site is a venue to allow anyone to offer, sell, and buy Notes at anytime from anywhere. We are not involved in the actual transaction between buyers and sellers. While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the quality, safety, or legality of items advertised, the truth or accuracy of users' content or listings, including any statements included in the documents Sellers post on or through the Site, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction or return an item.

Further, we cannot guarantee continuous or secure access to our sites, services, or tools, and operation of our sites, services, or tools may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, potential finance opportunity, financial gain or loss, goodwill or reputation, or any special, indirect or consequential damages arising, directly or indirectly, out of your use of or your inability to use our sites, services, and tools.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100.

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others doesn't waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

We may amend this Agreement at any time by posting the amended terms on this Site. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content, Liability, Indemnity and Resolution of Disputes. If a dispute arises between you and Note Trader Exchange, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Note Trader Exchange agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to the Contact Us help page. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation

Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of New Jersey as they apply to agreements entered into and to be performed entirely within New Jersey without regard to conflict of law provisions. You agree that any claim or dispute you may have against Note Trader Exchange must be resolved exclusively by a state or federal court located in New Jersey except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Delaware for the purpose of litigating all such claims or disputes.

Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Improperly Filed Claims - All claims you bring against Note Trader Exchange must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, Note Trader Exchange may recover attorneys' fees and costs up to $1,000, provided that Note Trader Exchange has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

Contact of Property Owners, Borrowers, etc. Prohibited - You agree that you will not contact borrowers, property owners, or tenants/residents of the notes listed on the Site directly, or indirectly, by yourself or through an affiliate or agent of yours. You agree that all contact will be facilitated through Note Trader Exchange's website or directly with the Seller and/or Buyer.

Users of the Note Trader Exchange Website fully understand that investments in Performing or Non-Performing Notes is appropriate only for investors who have no need for immediate liquidity in their investments and who have adequate means of providing for their current financial needs, obligations, and contingencies, even if such investment results in a total loss. Investment in Notes involves a degree of risk and is suitable only for an investor whose business and investment experience, either alone or together with a purchaser representative, renders the investor capable of valuating each and every risk of their investment.

Buyer - All transactions performed on the Note Trader Exchange Website, by purchaser hereby referred to as "Buyer," represents and warrants that they have the full authority to complete that transaction. Buyer is duly and legally authorized to enter into a transaction for the purchase of a note on this site and has the power and licenses, permits, authorizations and approvals (governmental, corporate or otherwise) necessary to complete transactions and perform the obligations of the transaction.

Seller - All transactions performed on the Note Trader Exchange Website by "Seller" must be the owner of promissory note(s) and is duly organized, validly existing, and legally authorized to enter into an Agreement for the sale of any note listed. Seller warrants that for any note, in which Seller engages in a transaction on the Note Trader Exchange Website, he is in possession of collateral file consisting of at a minimum, Original Promissory Note, Original Deed/ Mortgage, Original Chain of Assignments and Original Allonge(s), if applicable.

Should the seller not be able to furnish any of the said documents there must be a written letter indicating the missing documents of which transacting parties may mutually agree upon substitute documents, (including Lost Note Affidavit and Certified Copies of Deed and Assignments, or any other documents that is required to complete the transaction) prior to acceptance of a Final Offer.

If you are acting as an agent for the holder(s) of Notes or acting as an agent for the Buyer of Notes and want to utilize NoteTraderExchange.com, you may only use the website if you are authorized by the current beneficiaries who are the holder(s) to act on their behalf. By using the Note Trader Exchange services you are personally and expressly representing to Note Trader Exchange that you have such authority and you further agree to indemnify, defend and hold harmless all Indemnified Associates on any claims made by the holder(s) of the note or notes. You agree to be personally liable to the Indemnified Associates, regardless of whether you are also acting or claiming to act on behalf of an entity or other third party.

The Closing Process is a 5 Step Process developed by Note Trader Exchange LLC to facilitate transactions between Buyers and Sellers. Each Step will give instructions for Buyer and Seller in regard to the progress of the Transaction.

Offer amounts, even at the Buy Now Price, are nonbinding until a Note Purchase Agreement has been signed.
1. Seller will provide closing information, supply required documents, and sign agreements (Note Purchase Agreement, Note Trader Agreement, and Escrow Agreement if required). Many of these documents are provided up front to allow Buyer to make strongest offer possible. This step is handled on the site www.notetraderexchange.com in the Under Contract List.
2. Buyer will provide closing information, sign required documents (Note) Purchase Agreement, Note Trader Agreement, and Escrow Agreement if required).
3. Note Trader Exchange (System) will electronically contact Escrow/Closing Agent with information from Seller and Buyer with all required documents. Both Buyer and Seller are automatically notified of this completed step.
4. Buyer will follow Escrow/Closing Agent instructions and open escrow (10% deposit due) and begin Due Diligence process.
5. Escrow/Closing Company will generate documents and required Assignment, and handle dispensing of funds. Note Trader Exchange (System) will close sale out on System and both Seller and Buyer will receive confirmation of completed transaction.

Because of this Agreement, You may learn from Note Trader Exchange the names and telephone numbers of businesses, entities, and any other entity, as well as their employees, agents, managers, representatives, investors, borrowers, lenders, banks, lending corporations, individuals, trusts, or buyers and sellers, and as applies any Principle of the aforementioned ("Contacts"). You acknowledge, accept and agree that the identities of the Contacts will be recognized by you as exclusive and valuable Contacts of Note Trader Exchange, unless it can be reasonably shown to be an existing contact and not previously introduced by Note Trader Exchange, directly or indirectly, and will remain so for the duration of this agreement. You shall, and shall also direct all Approved Associates who may be introduced to Contacts, not to disclose that information to anyone.

In the event of a transaction or agreement between You and any Contact, Note Trader Exchange is due its fees and charges upon an agreement between the Buyer and Seller, and is to be paid at the closing of the transaction, either on or within 2 days of the Sale or Closing Date of the transaction per the Fee Structure identified for that Seller. This Agreement is effective both for any transaction that is facilitated by Note Trader Exchange or is completed by any other service, method or means between you and any Contact.

In any event of circumvention, disclosure, breach, and damage by You: You agree and guarantee that You will pay a legal monetary penalty that is equal to the contract price the circumvented or breached Party should have realized in such transactions or damage of any kind by the person engaged in the circumvention, disclosure, breach, or damage for each occurrence. If either party commences legal proceedings to interpret or enforce the terms of this Agreement, the prevailing Party will be entitled to recover court costs and reasonable attorney fees. Furthermore, this Agreement shall be governed by the law of the State of New Jersey with without regard to the conflicts of law provisions thereof.

Purchasing Notes: For Purchasing notes on Note Trader Exchange there are no fees associated or added to the amount of your offer to purchase. The only costs above your Purchase Offer are associated with the actual closing which are charged by the Escrow / Closing Company that is handling the entire closing process. More information on each Preferred entity and their closing fees can be found on the Note Trader Exchange website itself. Each agency has declared their set fees for a transaction. They range from $200-$300 dollars. They offer a host of additional Services and they will be outlined in the package of each Escrow / Closing Company on our Website.

Additionally, when you have completed 10 transactions (over $20,000 each) with Note Trader Exchange you become a Preferred Customer and we will pay for this (Basic Closing Service) at our expense.

Selling Notes: For Selling Notes on Note Trader Exchange there are no fees charged to list items for sale. Without a valid, completed closing there is no fee or cost incurred. Our fees are automatically added to the sales (reserve) price of a note so that you (the Seller) are assured no less than your reserve price. As the offers increase in the amount being bid, the Seller receives these additional amounts over and above their reserve. Our fees are based on a percentage of the sale price. The default rate is 10% which can be adjusted based on volume and additional circumstances.

Use of this website constitutes acceptance of Note Trader Exchange Terms of Use and Trading Terms of Use.

By accepting these terms, Parties agree that they will receive non-public personal information relating to the borrowers under mortgage loans. Parties agree (a) to comply with all federal and state laws and regulations governing or relating to privacy rights in relation to such information, including the Gramm-Leach-Bliley Act, (b) not to disclose any of such information to any person other than those of its personnel, agents, or to meet regulatory requirements, who need to know the information for the sole purpose of evaluating the potential purchase of the loan and (c) implement and observe procedures and measures as necessary to ensure the security and confidentiality of such information. Each Party agrees to indemnify, defend and hold harmless the other Parties, and the employees and affiliates of each, from and against all suits, liabilities, damages of expenses (including attorney's fees) arising out of or in connection with the unauthorized use or disclosure of such information in violation of this agreement.

By accepting these terms, the Parties agree that any individual, firm, company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of THIS AGREEMENT.

By accepting these terms, you agree to be personally liable to the Indemnified Parties, regardless of whether you are also acting or claiming to act on behalf of an entity or other third party. Your liability under this warranty and guaranty shall include, but not be limited to, all attorney fees and costs incurred by the Indemnified Parties of any kind or nature concerning, involving or related to in any way the listing and/or sale of any promissory note or notes for which you claim to hold an agency to act on behalf of the holder(s) of the note or notes.

2016 Note Trader Exchange LLC
PO Box 601 Oradell NJ 07649
www.notetraderexchange.com