You (“Client”) understand that by clicking the "I Accept" button you are accepting the terms of the Agreement and agree to pay any and all fees due to Diggifi on the condition of a successful deal closing. 

Incorporated by reference into the following End User License Agreement (this “EULA”) are the following additional addenda, agreements and legal statements: (i) Diggifi Subscription Terms and Conditions (“Subscription Terms”) and (ii) Diggifi Privacy Policy (collectively, the “Diggifi Agreements” and, together with the EULA, the "Agreement"). This EULA (together with the Agreement) shall be deemed effective on the date you click “I Accept.”.  For purposes of the Agreement, “you” shall refer to the customer whose name you entered when prompted by Diggifi, and “Diggifi”, “we” or “us” shall refer to Diggifi Ltd. together with its affiliates, successors and assigns.

1. Client hereby grants Diggifi the  right during the Term (defined herein) to facilitate the procurement of mortgage and/or other financing for any property or properties of which Client requests financing via Diggifi, or Diggifi partners during the relationship tail (the “Premises”), which may include, without limitation, any form of debt, funds provided by or through a secured or unsecured loan, preferred equity and any form of construction or bridge financing (a “Financing”).  Diggifi shall use its commercially reasonable efforts to facilitate the introduction of Client to financial institutions or other financing sources, for the purpose of procuring financing proposals for the Premises. a “Loan Engagement”).  Client shall forward to Diggifi any Loan Engagement or proposal therefore, inquiry, or other communication relating to a Financing received by it from any source other than Diggifi upon receipt.  Diggifi does not guarantee that a Financing can or will be obtained.  Client agrees that Diggifi will not be liable to it for any losses or damages whatsoever in the event a Financing is not obtained. 

1. The term of this Agreement shall commence on the date hereof and continue for a period of 12 months (the “Term”).  The Term shall automatically extend for additional periods of 12 months unless terminated in writing by either party at least 30 days in advance of the end of the applicable Term.

1. If, prior to the end of the Term, Client successfully closes a Loan Engagement, via Diggifi, then upon the closing of such Financing, Diggifi shall be paid a financing fee equal to 2.0% of the maximum amount of proceeds available pursuant to such Financing, including, without limitation, reserves, holdbacks and future funding obligations (the “Financing Fee”). For the sake of clarity, the fee will be applied to the aggregate of all financing, including, but not limited to, acquisition (or refinancing) and construction proceeds, among others.   

1. Client agrees to pay Diggifi the Financing Fee upon the closing of the Financing, if within 12 months after the expiration of the  Term then in effect or the termination of this Agreement (the “Tail Period”), Client enters into a Loan Engagement with a financial institution (or an Affiliate thereof) to whom Diggifi facilitated the introduction during the Term (including any financial institution from whom a Loan Engagement was obtained during the Term), and thereafter obtains and closes a corresponding Financing. Further, within the 12 months after Client successfully submits a deal to a lender via Diggifi, Client agrees to pay Diggifi the financing fee on any and all successful financings that the Client enters into with said lender (“Relationship Tail”). 

1. In each case set forth herein, the Financing  Fee is deemed earned on the date Client agrees to the terms of the Loan Engagement, subject to successfully closing the loan,and shall be due and payable upon the closing thereof.  To the extent practicable, the Financing  Fee will be paid to Diggifi directly from the proceeds of the applicable Financing or Transaction.  This Agreement is Client’s written authorization to the escrow holder, title company and/or closing agent, directing such person to pay to Diggifi the Financing Fee due it hereunder.

1. To the extent that Client asks Diggifi to perform services on other engagements not specified herein, the terms and conditions of this Agreement shall apply to such services unless the parties hereto execute a separate written agreement governing such separate engagement.  

1. Client acknowledges and agrees that, to the extent Diggifi prepares any analysis, valuation, appraisal or other report (“Analysis”) regarding the economic value of the Premises or Client’s interest therein, any such Analysis will be an estimate only and will not constitute a representation, warranty, covenant or guaranty, either expressed or implied, regarding future events or performance.  Client covenants that the Analysis will be used for its internal purposes only and will not be disseminated to any third party without the prior written consent of Diggifi.  Client also understands that Diggifi will not advise it as to the legal or tax effects of any transaction, and that Client should, if it has not done so already, promptly engage legal and tax professionals to advise it as to all such matters.  In addition, neither party shall assign this agreement or any right or obligation hereunder without the prior written consent of the other party.    

1. Any notice, demand or request required or permitted to be given or made under this Agreement will be in writing and will be deemed given or made when delivered in person, when sent by mail, or postage prepaid, or by email to [email protected] or when telecopied to the applicable party at the above listed address, and if to Diggifi, to the attention of Elie Mansdorf, and if to Client, to the attention of the individual Client user indicated by Client when prompted by Diggifi, to the email address that Client provides Diggifi with when prompted by the Diggifi. Any demands or requests made by email must be marked as of “high importance” or the equivalent.  The parties to this Agreement may change their addresses for notice by notifying the other parties in the manner provided in this Section 8.

1. This Agreement incorporates the entire understanding of the parties with respect to this engagement of Diggifi by Client and supersedes all previous agreements regarding such engagement, should they exist, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without regard to conflicts of law principles). If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

1. Client covenants and agrees that (i) if Client closes a Loan Engagement during the Term or the Tail Period described herein in violation of this Agreement and subsequently closes the corresponding Financing, Client shall pay to Diggifi the Financing Fee as set forth above and (ii) Client will not directly, or in conjunction with any other person, take any actions intended to circumvent Diggifi’s rights hereunder or to the Financing Fee in connection with a Financing or Transaction.

1. Each party consents to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York as well as the jurisdiction of any court from which an appeal may be taken from such courts, for the purpose of any litigation, proceeding, or other action arising out of such party’s obligations under or with respect to this agreement, and expressly waives any and all objections such person may have to venue in such courts.  

1. If any action or proceeding is instituted by a party arising out of or to enforce this Agreement, the prevailing party in such action or proceeding (as determined by the arbitrator, court, agency or other authority before which such action or proceeding is adjudicated), shall be entitled to such reasonable attorney fees, costs and expenses as may be fixed by the decision maker, including the costs of collection.

1. Each party acknowledges that the person executing this Agreement on behalf of such party has full power and authority to do so and this Agreement is a valid and binding obligation of such party.  This Agreement shall be binding upon Client and its successors and assigns and any subsequent owner of the Premises.  
2. Client hereby authorizes Diggifi to take any and all actions reasonably necessary in order to carry out its obligations hereunder in accordance with the terms and provisions hereof.  Client further agrees to cooperate with Diggifi, and its lender partners, and undertakes to commit its commercially reasonable efforts to supply Diggifi, and its lender partners, with all documents and information necessary to act on behalf of Client. For the sake of clarity, this includes, but is not limited to, any and all documents and financial information that Diggifi, or its lender partners, deems necessary throughout the process of securing the loan engagement, and once a loan engagement has been closed. Without limiting the generality of the foregoing, Client agrees to supply Diggifi, and its lender partners, with updated and current documents and financial information as Diggifi deems necessary.Client acknowledges and agrees that, as between Diggifi and Client, Client is responsible for the accuracy and completeness of all information regarding the Premises that is provided by or at the direction of Client.  Client represents and warrants that the information and documents that it provides is true, correct and complete to the best of Client’s knowledge and no material information has been withheld.
3. Diggifi shall have the right to retain and use all Data and any other information collected in connection with Client’s use of the app and the platform. By Client’s acceptance of the terms of this Agreement and/or use of the platform, Client authorizes the collection, retention, and use of said data and information by Diggifi. Diggifi shall be permitted to retain the Data for an indefinite period of time and if Client so requests, Diggifi shall disassociate Client’s specific information from the Data. 
4. To the fullest extent permitted by applicable law, Client shall indemnify and hold harmless Diggifi and its employees, agents, successors, and assigns (each a “Covered Person”) from and against any and all losses, claims, demands, liabilities, expenses, judgements, fines, settlements and other amounts arising from any and all claims, demands, actions, suits, proceedings, civil, criminal, administrative or investigative in which the Covered Person may be involved, or threatened to be involved; as a party or otherwise (including, without limitation, subpoenas and/or information requests), relating to or arising out of this Agreement, except that no Covered Person shall be entitled to such indemnification with respect to any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.  Diggifi shall not be liable for incidental, punitive, exemplary, indirect or consequential damages, or lost profits arising under or relating to this Agreement. Diggifi’s liability for any damages or other monetary amounts relating to this Agreement shall not exceed the total amount of all fees actually received by Diggifi under this Agreement.
5. You understand that by clicking “I agree,” and by continuing to use the Diggifi, you agree to our privacy policy, available here (https://www.diggifi.com/privacy-policy.html). You understand that this agreement is subject to the terms of said privacy policy. 
6. The Diggifi subscription terms and conditions are available in their entirety here https://www.diggifi.com/terms-conditions.html. 

[End of Advisory Agreement]