Terms and Conditions

Diggifi Lender Agreement

RECITALS

WHEREAS, DIGGIFI has established the Digital Platform (the “ Platform”) in order to provide Lender with financing deals (“Deals”) in the real estate market; and

WHEREAS, Lender wishes to review, underwrite, and quote Deals from borrowers as facilitated by the Platform and, if relevant, propose competitive financing terms in response to requests and facilitate a successful loan closing via the platform; and

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually agree as follows:

  1. Service Level. The Parties will aim to create a high level of service with respect to transactions originated on the Platform with a goal of closing transactions within 30 days of origination.
  2. Confidentiality. Lender agrees, for itself and all persons retained or employed by Lender in performing its services, to hold in confidence and not to use or disclose to others any confidential or proprietary information of DIGGIFI or borrowers heretofore or hereafter disclosed to Lender, which may become known to Lender in the performance of, or as a result of, its services hereunder, except where DIGGIFI or a borrower specifically authorizes Lender to disclose any of the foregoing to others or such disclosure reasonably results from the performance of Lender’s duties hereunder; provided, however, that for purposes of this agreement information shall not be deemed to be confidential if it is otherwise within the public domain or if Lender has obtained such information from a source other than DIGGIFI, a borrower or its employees or agents.
  3. Regulatory Compliance. Both Parties will comply with applicable laws and regulations. Without derogating from the above, it will be the responsibility of each Party to comply with all necessary brokerage, lending and banking requirements and any other stipulations administered by appropriate governing organizations/associations.
  4. Expenses. 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.
  5. Authority. 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 Lender and its successors and assigns and any subsequent owner of the Premises.
  6. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Facsimile and portable document format (PDF) signatures are acceptable to effectuate the terms of this Agreement.
  7. Marketing Cooperation. DIGGIFI may reference Lender’s participation in Lending Platform’s lender network in its marketing materials and activities. This may include use of Lender’s name and logo on DIGGIFI’s website and in marketing collateral. Lender hereby authorizes DIGGIFI to display Lender’s logo in connection with the activities contemplated under this Agreement, including but not limited to display of Lender’s logo on DIGGIFI’s website, and in promotional and marketing material.
  8. Data Retention and Usage. Diggifi shall have the right to retain and use all Data and any other information collected in connection with the use of the platform by borrowers or Lender. By Lender’s acceptance of the terms of this Agreement and/or use of the platform, Lender 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 Lender so requests, Diggifi shall disassociate Lender’s specific information from the Data.
  9. Notice. 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 Lender to the attention of the individual Lender user indicated by Lender when prompted by the Diggifi platform, to the email address that Lender provides Diggifi with when prompted by the Diggifi platform. 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 9.
  10. Governance. This Agreement incorporates the entire understanding of the parties with respect to this engagement of Diggifi by Lender 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.
  11. Jurisdiction. 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.
  12. Term of this Agreement. This Agreement shall be effective as of the Effective Date and shall remain in effect until either Party gives the other Party sixty (60) days prior written notice of its termination (the “Agreement Term”). Termination by either Party shall not affect any prior obligations of Lender hereunder. Termination of the Agreement shall result in concurrent termination of this Agreement.
  13. Read and Understood. Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms.