Terms and Conditions

Terms and Conditions 
Please read these terms and conditions carefully. By accessing this site and any of its pages, you agree to be bound by these terms and conditions. If you do not agree to the Terms and Conditions below, do not access this site or any pages thereof. These Terms and Conditions are subject to change without notice.

Limitations on use of Information, Services and Products 
The information and materials contained in these pages, and the terms, conditions, and descriptions that appear, are subject to change. Unauthorized use of Northmarq’s web sites and systems including but not limited to unauthorized entry into Northmarq’s systems, misuse of passwords, or misuse of any information posted on a site is strictly prohibited.

Links 
This site may contain links to web sites controlled or offered by third parties. The content, accuracy, opinions expressed, and other links provided by these other web sites are not investigated, verified, monitored, or endorsed by Northmarq. Northmarq hereby disclaims any liability for any information, materials, products, or services posted or offered at any of the third-party sites linked to this web site. By creating a link to a third-party web site, Northmarq does not endorse or recommend or approve any products or services offered or information contained at that web site, nor is Northmarq liable for any failure of products or services offered or advertised at those sites. Such third-party web sites may have a privacy policy different from that of Northmarq and the third-party web site may provide less security than the Northmarq site.

No Warranty 
The information and materials in this site, including text, graphics, links, or other items are provided “as is” and “as available.” The information and materials may contain errors, omissions, problems, or other limitations and Northmarq expressly disclaims any liability for such errors, omissions, problems, or other limitations. Northmarq does not make any representations, warranties, or guarantees whatsoever as to the accuracy, adequacy, reliability, timeliness, completeness or suitability of such information and materials or their applicability to a particular situation. No warranty of any kind, implied, expressed, or statutory, including but not limited to the warranties of non-infringement of third-party rights, title, merchantability, fitness for a particular purpose and freedom from computer virus, is given in conjunction with the information and materials. All responsibility and liability for any damages caused by viruses contained within the electronic files of this site are disclaimed.

Limitation of Liability 
In no event will Northmarq be liable for any damages, including without limitation direct or indirect, special, incidental or consequential damages, losses or expenses arising in connection with this site or its use or inability to be used by any party, in connection with any linked site or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or other legal or equitable theory even if Northmarq or its representatives are advised of the possibility of such damages, losses or expenses.

Copyright 
All the text, graphics, audio, design, code, software, and other works in the pages and the screens displaying the pages, and in the information and material and their arrangement included in this site, are owned by Northmarq unless otherwise indicated. Any redistribution or reproduction of any content of this site is strictly prohibited.

Submission of Information 
All information submitted to Northmarq via this site shall be deemed and remain the property of Northmarq, and Northmarq shall be free to use, for any purpose, any idea, concepts, know-how or techniques contained in information a visitor to this site provides Northmarq through this site. Northmarq shall not be subject to any obligations of confidentiality regarding submitted information except as agreed by Northmarq as part of an established direct relationship with a customer or as otherwise specifically agreed or required by law.

Additional Terms 
Certain sections or pages on this site may contain separate terms and conditions, which are in addition to these terms and conditions. In the event of a conflict, the additional terms and conditions will govern for those sections or pages.

Governing Law 
This agreement will be governed by and construed in accordance with the laws of the state of Minnesota.

Terms of Use for Loan Servicing Portals

1. Scope.
These Northmarq Terms (“Terms”) set forth the terms and conditions applicable to this website and any other websites or applications made available by Northmarq Capital, LLC and/or its Affiliates (“Northmarq”) from time-to-time (collectively, the “Northmarq Sites” and each individually a “Northmarq Site”), including, without limitation, the website portals located at https://client.northmarq.com/ ("Client Gateway”), https://lendergateway.northmarq.com (“Lender Gateway”), and https://app.junipersquare.com/login?path=/i/northmarq//login (“Investor Portal,” and together with the Client Gateway and the Lender Gateway, the “Portals”).  As used herein, “Affiliate” means any entity controlling or controlled by or under common control with a party, where “control” is defined as the ownership of more than 50% of the equity or other voting interests of such entity.

Please read the Terms carefully before you access and start to use the Northmarq Sites. By using the Portals or any other Northmarq Site, you accept and agree to be bound and to abide by these Terms and the Northmarq Privacy Policy located at https://www.northmarq.com/privacy-notice. If you do not agree to these Terms or to the Privacy Policy, you must not access the Northmarq Sites.

2. Changes.
Northmarq may update or change these Terms from time-to-time to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by Northmarq. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Portals and the Northmarq Sites after any such change is communicated shall constitute your consent to such change(s).

3. Use of the Portals.

a. Purpose of the Portals. The purpose of the Portals is to facilitate Northmarq’s commercial mortgage loan servicing, and is intended to be used by borrowers, lenders, partner organizations, Northmarq employees, and other individuals and entities eligible to use the Portals in accordance with the Terms hereof (each, an “Authorized User”). Authorized Users can use the Portals to securely view loan data and documents, upload documents, modify user profile information, and communicate with Northmarq.

b. Registration. Borrowers must assign administrators to manage credential access for their organizations (each, an “Administrator”). Administrators will identify their organizations’ Authorized Users, facilitate registration, and inform Northmarq when credentials need to be modified or terminated. Lenders will work with the Northmarq servicing team to obtain account access for lender’s Authorized Users. Partner organizations (each, an “Authorized Organization”) will work with the Northmarq servicing team to obtain account access for their Authorized Users. If you have been directed to become an Authorized User of a Portal, you will need to accept these Terms. You will have a unique username and you will be required to set a complex password. Each username can be used by only one individual, and you certify that you will not share log in credentials, even within your organization. If you ever suspect that your credentials have been compromised, you must let Northmarq know immediately and change your password. If you are an individual accessing the Portals as agent or employee for an entity, you will cancel your account and cease accessing the Portals when you cease to be an agent or employee.

c. Use of the Client Gateway. Borrowers (including Authorized Users who are agents acting on a borrower’s behalf) can use the Client Portal to view loan information, upload information so that it is available to lenders and Northmarq, manage account information, and communicate with Northmarq in its capacity as a servicer. Each borrower will identify one or more Administrators who will be responsible for granting Authorized Users—other than Northmarq employees—with access to information about specific loans or loan portfolios. Borrower represents and warrants that Northmarq can rely on the actions of the borrower’s Administrators and has no responsibility to separately confirm that such access is appropriate. In addition, you represent and warrant that any information you upload is true and correct and can be relied on by Northmarq.

d. Use of the Lender Gateway. Lenders (including Authorized Users who are agents acting on a lender’s behalf) can use the Lender Gateway to view loan information, documents and manage account information. Authorized Organizations represent and warrant that Northmarq can rely on each Authorized Organization’s directions regarding access and has no responsibility to separately confirm that such access is appropriate.

e. Use of the Investor Portal. Authorized Organizations and their Authorized Users can use the Investor Portal to view loan information and manage account information. Authorized Organizations represent and warrant that Northmarq can rely on each Authorized Organization’s directions regarding access and has no responsibility to separately confirm that such access is appropriate.

f. Use of the Portals by Northmarq Employees. Northmarq employees can use the Portals to view, access, provide support, and modify information for authorized, legitimate business purposes. Northmarq sales staff will have access only to information on loans for which they have responsibility. These Terms supplement all policies that otherwise apply to any Northmarq employee.

g. Prohibited Uses. You agree that you will not:

  • Use the Portals in any manner that could damage, disable, overburden, or impair the Portals or interfere with another’s use of the Portals.

  • Attempt to gain unauthorized access to the Portals or any computer systems or networks associated with Northmarq.

  • Obtain or attempt to obtain any materials or information through the Portals by any means not intentionally made available or provided by Northmarq.

  • Use any robot, spider, or other automatic device, process or means to access the Portals for any purpose, including monitoring or copying any of the material on the Portals.

  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.

  • Attack the Portals via a denial-of-service attack or a distributed denial-of-service attack; or

  • Impersonate or attempt to impersonate Northmarq, a Northmarq employee, another Authorized User, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

4. Third-Party Sites Products and Services.

a. General. You are solely responsible for any equipment, devices, hardware, cabling, materials, services, support, products, applications or licensed software supplied that you use in conjunction with the Northmarq Sites. Northmarq shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any equipment, devices, hardware, cabling, materials, services, support, products, applications or licensed software.

b. External Websites. The Northmarq Sites may contain links to external websites and information provided on such external websites by Northmarq partners, third-party service providers, and others. Northmarq is not responsible for the contents of any linked website, or any changes or updates to such sites. You hereby further agree that Northmarq shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services available on or through any such linked website.

5. Intellectual Property Rights. 
All Intellectual Property Rights to any Northmarq services, Northmarq Sites, or Northmarq materials shall belong to Northmarq.  Nothing in these Terms shall be deemed to give any party the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Northmarq Intellectual Property Rights.  As used herein, “Intellectual Property Rights” means, on a world-wide basis, any and all now known and hereafter known, current and future, tangible and intangible: (a) rights associated with works of authorship including, without limitation, copyrights; (b) trade secret rights; (c) patents, designs, algorithms and other industrial property rights; (d) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license or otherwise; and (e) all registrations, initial applications, renewals, extensions, continuations (including continuations-in-part), re-examinations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).

All information submitted to Northmarq via the Northmarq Sites shall be deemed and remain the property of Northmarq, and Northmarq shall be free to use, for any purpose, any idea, concepts, know-how or techniques contained in information a visitor provides to Northmarq through any Northmarq Site. Northmarq shall not be subject to any obligations of confidentiality regarding submitted information except as agreed by Northmarq as part of an established direct relationship with a customer or as otherwise specifically agreed or required by law.

6. Confidentiality.
You should treat all information you obtain via the Northmarq Sites about Northmarq or others as confidential unless you are specifically authorized to disclose such information.

7. Termination and Accountability.
In its sole discretion, Northmarq may terminate or suspend your access to the Portals for breach of these Terms. Northmarq shall not be liable for any losses or damages arising from any such termination of service.

8. Indemnity.
You acknowledge and agree that you are responsible for all actions taken within the Northmarq Sites. You agree to indemnify and hold Northmarq, its Affiliates, officers, agents, partners, employees, and licensors, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party related to or arising out of your usage of the Northmarq Sites, breach of these Terms, or any alleged violation of any other rights of a third party.

9. Disclaimers. 
ALL INFORMATION OR SERVICES PROVIDED BY NORTHMARQ TO YOU VIA THE PORTALS AND THE OTHER NORTHMARQ SITES ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. NORTHMARQ AND ITS SOFTWARE PLATFORM PROVIDER EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, NORTHMARQ AND ITS SOFTWARE PLATFORM PROVIDER MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE PORTALS OR THE OTHER NORTHMARQ SITES, OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE NORTHMARQ SITES. YOU SPECIFICALLY ACKNOWLEDGE THAT NORTHMARQ AND ITS SOFTWARE PLATFORM PROVIDER ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE PORTALS AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER NORTHMARQ NOR ITS SOFTWARE PLATFORM PROVIDER REPRESENT, WARRANT OR COVENANT THAT THE PORTALS WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. NORTHMARQ FURTHER MAKES NO WARRANTY THAT THE PORTALS WILL BE FREE OF VIRUSES, WORMS, OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE PORTALS IS AT YOUR SOLE RISK AND THAT NORTHMARQ, ITS AFFILIATES, AND THEIR SOFTWARE PLATFORM PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE PORTALS OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST NORTHMARQ FOR DISSATISFACTION WITH THE PORTALS OR THE CONTENT IS TO CEASE YOUR USE OF THE PORTALS AND/OR THE CONTENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.

10. Limitation of Liability. 
UNLESS OTHERWISE PROVIDED IN A GOVERNING NORTHMARQ BUSINESS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NORTHMARQ CAPITAL, LLC,  AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF NORTHMARQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE NORTHMARQ SITES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF THE USE OR INABILITY TO USE THE NORTHMARQ SITES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA; (D) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON OR LINKED VIA A NORTHMARQ SITE; OR (E) ANY OTHER MATTER RELATING TO THE NORTHMARQ SITES.

11. Applicable Law.
The laws of the State of Minnesota will govern these Terms without giving effect to any principles of conflicts of laws. You agree to comply with all laws in any jurisdiction applicable to the performance of your obligations hereunder and that may be applicable to the transmission of data on the Internet, including, but not limited to, laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information. You hereby submit to the non-exclusive jurisdiction of the federal and state courts of the State of Minnesota with respect to any dispute arising hereunder.

12. Waiver and Severability.
The failure of Northmarq to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. To the extent that any provision in these Terms shall be found to be unenforceable, such provision shall be modified in such a manner so as to make these Terms as modified, legal and enforceable under applicable laws and the balance of the provisions of these Terms shall not be affected thereby.

13. Third Parties.
Except as expressly set forth herein, nothing in these Terms is intended to confer on a person any right to enforce any term of these Terms which that person would not have had.

14. Limitation on Time to File Claims. 
Any cause of action or claim you may have arisen out of or relating to these Terms, or the Northmarq Sites, including, without limitation, the Portals, must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

15. General. 
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Northmarq because of these Terms or use of the Northmarq Sites. You may not assign these Terms without the prior written consent of Northmarq. Northmarq may assign these Terms, in whole or in part, at any time. Northmarq’s performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Northmarq’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Portals or information provided to or gathered by Northmarq with respect to such use.

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, 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 these Terms shall continue in effect.

These Terms, including Northmarq’s Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and Northmarq with respect to the use of the Portals and the other Northmarq Sites. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

16. Northmarq Contact Information. 
Questions about these Terms can be directed to Northmarq at:

For Client Gateway Questions:
Email: clientportal@northmarq.com
Phone: 952-837-8711

For Lender Gateway and Investor Portal Questions:
Email: lendergateway@Northmarq.com; lenderportal-pii@northmarq.com
Phone: 952.837.8779

Mail: 
Northmarq
Attn: Loan Operations
3500 American Blvd W, Suite: 500
Minneapolis, MN 55431