Terms of Use for Loan Servicing Portals

Last Revised: March 20, 2023

The websites located at https://client.northmarq.com/ (the “Client Portal”) and https://pii.northmarq.commloanservices.com/pii (the “Lender Portal”) along with the Lender Document Portal (collectively the “Portals”) are published, owned, and operated by Northmarq, including its affiliates and related entities (“Northmarq” “the Company,” “we,” “us,” and “our”). These Terms of Use (the “Terms”) govern your access to and use of the Portals.

By accessing, viewing, and/or using the functionalities in the Portals, you agree and acknowledge for yourself and any other person or entity on whose behalf you are acting (referred to throughout the Terms as “you”) that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local laws, regulations, and/or directives. You represent and warrant that you will access and use the Portals, and any information obtained therefrom, only for authorized and lawful business purposes. The Terms are incorporated into any loan servicing agreement between Northmarq and any Lender using the Lender Portal and/or Lender Document Portal. You represent that your company has authorized you to create this account.” If you do not agree to the Terms, please do not use the Portals.

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, and Northmarq employees. Authorized Users can use the Portals to securely view loan data and documents, upload documents, modify user profile information, and communicate with Northmarq.

Registration. Borrowers must assign Administrators to manage credential access for their organizations. 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. 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 user name and you will be required to set a complex password. Each user name 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, let us 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.

Use of the Client Portal. 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.

Use of the Lender Portal. Lenders and its Authorized Users can use the Lender Portal to view loan information and manage account information. Lender represents and warrants that Northmarq can rely on lender’s directions regarding access, and has no responsibility to separately confirm that such access is appropriate.

Use of the Lender Document Portal. Authorized Lenders and its Authorized Users can use the Lender Document Portal to view documents. Lender represents and warrants that Northmarq can rely on lender’s directions regarding access, and has no responsibility to separately confirm that such access is appropriate.

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 you as a Northmarq employee.

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).

Third Party Sites. 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.

Confidentiality of NorthMarq Information. You should treat all information you obtain via the Portals about Northmarq or others as confidential, unless you are specifically authorized to disclose such information.

Intellectual Property Notices. The Portals and content therein may be protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use protected information in any manner, except as expressly permitted by Northmarq in these Terms. Questions regarding the use of any intellectual property provided on the Portal should be directed to either clientportal@northmarq.com, or lenderportal-pii@northmarq.com.

Disclaimer. ALL INFORMATION OR SERVICES PROVIDED BY NORTHMARQ TO YOU VIA THE PORTALS 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 ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE PORTALS. 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.

Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL NORTHMARQ OR ITS SOFTWARE PLATFORM PROVIDER BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE PORTALS, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE PORTALS OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE PORTALS, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF NORTHMARQ OR ITS SOFTWARE PLATFORM PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE PORTALS SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Indemnity. You agree to defend, indemnify and hold harmless Northmarq and its affiliates, licensors and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Portals, including, but not limited to, any use of the Portals other than as expressly authorized in these Terms.

Termination and Restriction of Access. 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.

Arbitration. At its sole discretion, Northmarq may require you to submit any disputes arising from use of the Portals, or breach of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Minnesota law.

Limitation on Time to File Claims. Any cause of action or claim you may have arising out of or relating to these Terms or 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.

Governing Law & Jurisdiction. These Terms are governed by the laws of the State of Minnesota, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue in Minneapolis, Minnesota, U.S.A. in all disputes arising out of or relating to the use of the Portals.

Changes to these Terms of Use. Northmarq may update or change these Terms from time to time in order 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 after any such change is communicated shall constitute your consent to such change(s).

General. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Northmarq as a result of these Terms or use of the Portals. 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. 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.

Northmarq Contact Information. Questions can be directed to Northmarq at:

Email: clientportal@northmarq.com

lenderportal-pii@northmarq.com

Phone: 952-837-8711

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