These policy describes the Terms and Conditions ("Terms", "Conditions" or "Agreement") form a legal, binding contract between Lendersa, Inc. ("LENDERSA® ") and you, the purchaser or Recipient of leads or services ("Lender" or "You" or "Your"). Acceptance of this policy is required to get and use Leads or services (as defined below) provided by LENDERSA® . You also agree, represent, and warrant that you have the authority to enter into this Agreement on behalf of the Lender, if applicable. BY CLICKING THE " Accept Policy " BUTTON, WHICH WILL SERVE AS YOUR ELECTRONIC SIGNATURE, YOU AGREE TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ANY MODIFICATIONS MADE FROM TIME TO TIME, AS SET FORTH BELOW.
1. Delivery of Leads. LENDERSA® will collect information about consumers who may be interested in being matched with a Lender for mortgage purposes (each, a "Lead") and may provide Leads to the Lender (the "Services"). The information collected may include, but is not limited to: email address, phone number, street address, city, state, and zip code for each Lead. The Lender will receive a username and password granting access to a LENDERSA® customer self-service interface ("Portal"), which provides 24-hour access to all Leads. The Portal, available as a webpage or mobile application, allows the Lender to: a.) manage the Lender's profile and public webpage; b.) update and maintain Profile Lead Capture ( PLC); c.) view and accept Leads d.) communicate with Borrowers e.) Manage Lead progress.
LENDERSA® will provide Leads as requested by the Lender through the Portal. Continuous delivery by the Lender's preferred methods is not guaranteed by LENDERSA®.
2. Lead quality is not guaranteed. Lender acknowledged that the lead quality is not guaranteed.
3. Leads handling. LENDERSA® provides leads and the related Services on a non-exclusive basis for a specific type of mortgage-related product. Lender shall use the information contained in Leads solely to contact the applicable consumer regarding loan products. Lender shall not sell, transfer or otherwise disclose information contained in Leads to any affiliated or unaffiliated third party unless and until Lender obtains the consumer's authorization to do so in accordance with applicable law; agrees to use and disclose Lead information only in accordance with applicable law; Lender will not suggest or encourage consumers to contact LENDERSA® for the purpose of having the consumer "cancel" their Lead and will not reveal any of LENDERSA® 'S pricing information to any third party without LENDERSA® 'S prior written consent. For purposes of clarity, all LENDERSA® pricing information is LENDERSA 'S Confidential Information.
4. Profile Lead Capture. LENDERSA® will compare the consumer's loan preferences and certain other relevant information provided by the consumer to Lender's Profile Lead Capture ( PLC) or the Loan Input Program (LIP) through the use of LENDERSA®'s proprietary LIP system. PLC means criteria supplied by Lender through the Portal and used by LENDERSA® to evaluate Lead information submitted by Borrowers. LENDERSA® may transmit Leads to Lender if such Leads match Lender's PLC/LIP Criteria. The parties acknowledge and agree that: LENDERSA® is under no obligation to transmit any particular Lead to Lender, even if such Lead matches Lender's PLC/LIP Criteria; and LENDERSA® may transmit Leads to other participating lenders at any time.
5. LENDERSA® MARKETING LEAD FEE (LMFEE)
General
The LMFEE is a fee paid by the Lender to Lendersa upon the closing of a loan that originated from a Lead listed on Lendersa.com. The LMFEE is not classified as a commission and should not be included on the HUD1 or any loan documentation. Payment of the LMFEE is required at closing and must be completed within five working days following the closing date.
To receive LENDERSA® leads, you agree to pay the LENDERSA® Marketing Lead Fee (LMFEE).
The LMFEE is payable if you fund and close the loan directly, or if you broker the Lead to another lender who subsequently funds and closes the loan.
Additionally, you are responsible for payment of the LMFEE if you originate a broker chain that results in a lender funding and closing the loan. This obligation applies even if the LMFEE exceeds your compensation, or if you do not receive any compensation. The LMFEE is due each time you, your Lender, or a broker chain initiated by you causes a lead to result in a funded and closed loan.
LMFEE fee amount
The LMFEE amount varies by loan and is provided prior to accessing the Lead details.
For non-RESPA type loans, the LMFEE amount changes when the approved loan amount varies by at least 20% from the original Request on the Lead. (No changes to the LMFEE for consumer loans subject to RESPA)
If the loan amount changes, the Lender must notify the updated amount through the Lead Survey. Lendersa will adjust the LMFEE proportionally to the percentage change from the original amount.
Eligibility for LMFEE reductions is restricted to situations involving loan approval with total upfront points below 1%, or conventional consumer loans governed by RESPA regulations.
Lenders may submit requests for a reduction of the LMFEE via the Portal. LENDERSA® retains the discretion to approve or deny any modifications to the LMFEE. The LMFEE is void where any state or Federal law forbids it.
MFEE due date and payment method
The Lender agrees to pay LENDERSA® Inc. the LMFEE upon close of escrow, but no later than 5 working days after close. The LMFEE should be paid to
Lendersa Inc.
Citibank
360 E. Magnolia Blvd, Burbank, CA, United States 91502
ABA: 322271724
Account: 206761629
The Lender is required to contact LENDERSA® to confirm the account number prior to initiating the wire transfer, or to coordinate an alternative method of payment.
Leads and LMFEE Scope
LMFEE is payable to LENDERSA® for any loan resulting from a Lead within 24 months of acquisition.
The MFEE aims to recover development and marketing costs while generating revenue for the continued delivery of quality leads.
Lead Survey
Participating lenders are required to complete surveys associated with each Lead for which they receive client contact information. If a survey is not completed by the specified deadline, the Lender's access to other Lead details will be temporarily suspended. Once the survey is completed, access to lead details will be reinstated.
If a survey remains incomplete and no other lenders are processing the loan, LENDERSA® will consider the loan to be funded and closed by you. In this case, and if there is no evidence from the borrower to say otherwise, you will incur the LMFEE.
Borrower experience
LENDERSA® requests that borrowers complete surveys regarding their progress and experience. Any complaints concerning a lender's conduct will be subject to investigation and may result in the termination of the Lender. Attempts by Lenders to circumvent LENDERSA® 's processes—such as advising borrowers to withhold information or making negative or disparaging remarks about LENDERSA® or its staff—will lead to immediate revocation of membership.
Penalties
To maintain the integrity of the Portal, lenders are required to comply with this policy. A violation of either the LMFEE or Lendersa User Terms and Conditions may result in immediate membership termination and potential legal actions.
Users with late LMFEE payments of 30 days or fewer will be subject to a fee of 1.5 times the original amount due.
If a user fails to disclose that a loan originating from a Lead was closed by themselves or another member of their broker chain, they may be charged up to 5 times the LMFEE owed to LENDERSA® .
Brokers are responsible for the LMFEE when transferring a Lead to other lenders who subsequently fund and close the loan or related loans. This responsibility applies even if the broker is unaware that the transferred Lead resulted in a closed transaction.
LMFEE When Brokers post a Loan request
Brokers who post loan requests on the Portal are mutually responsible with the Lender for paying the LMFEE. The primary entity that needs to pay the LMFEE is the Lender, but if for any reason the Lender is unable to pay the LMFEE then the Loan Broker who posted the Request must pay that fee.
6. Promotional Material. Lender shall provide to LENDERSA® all links, images, graphics, text and URL's (collectively the "Content") necessary for LENDERSA® to provide the Services. Lender grants Lendersa the right to use, reproduce, publicly display, and distribute the Content for the purpose of providing the Services.
7. Term of Agreement. The term of this Agreement shall continue until either party terminates the Agreement pursuant to this section
Either party may terminate this Agreement at any time for any reason upon twenty-four (24) hours' notice to the other party via the Portal. Promptly upon termination, LENDERSA® shall cease providing the Services and Lender's account with LENDERSA® shall be terminated. Upon termination of this Agreement, Lender shall pay to LENDERSA® any amounts due and payable for close loans prior to the date of termination. Lender will attest that theree are not loan in progress prior to termination. All provisions intended to survive the termination of this Agreement shall expressly survive termination and shall continue in force and effect, including, without limitation, Sections 5, 9, 10-12 and 13-16.
8. Lender Representations and Warranties. Lender hereby represents and warrants to LENDERSA® that: (a) it shall have in effect all licenses and authorizations required by all applicable authorities allowing it to offer the loan products in the states in which it is doing business that are the subject of the Lead; (b) it shall comply with all local, state, and federal laws, ordinances, regulations, and orders applicable to its use of the Leads and any calls or other interactions with consumers resulting from the Leads, including without limitation the Telephone Consumer Protection Act and related regulations and authority (the "TCPA"), the CAN-SPAM Act, and/or any other federal and state laws and regulations governing the marketing, promotion, and/or sales of good or services, including without limitation general consumer protection laws and regulations; (c) the Content, trademarks, logos, testimonials and other materials submitted to LENDERSA® by Lender do not and shall not contain any content, materials or advertising that is inaccurate or that infringes on or violates any intellectual property rights of any third party; (d) the Content and other materials submitted to LENDERSA® by Lender shall comply with all applicable local, state and federal laws, ordinances, regulations and orders; and (e) it will ensure that its employees, contractors, and agents comply with the foregoing and all terms set forth within this Agreement.
9. Lender Obligations. The Lender is required to retain copies of all documents related to its consumer transactions in compliance with applicable law. The Lender acknowledges that LENDERSA® may request access to these documents in connection with a regulatory examination, any regulator's Request (including annual reporting requirements), or other governmental or regulatory obligations. Upon receiving such a written request from LENDERSA® , the Lender shall provide copies of the requested documents—including, but not limited to, HUD-1s and GFEs (or Loan Estimate and Closing Disclosure)—within ten (10) business days, or by any earlier deadline required by the relevant authority or regulation. The Lender further acknowledges LENDERSA® 's obligation to present loan documentation for regulatory review and understands that failure to provide these documents promptly may subject LENDERSA® to significant consequential damages. Accordingly, the Lender shall reimburse LENDERSA® for all expenses incurred due to the Lender's non-compliance with these document maintenance and delivery requirements, and shall pay a liquidated damages fee of fifty dollars ($198.00) per loan file that is requested but not delivered on time. Additionally, the Lender agrees to indemnify and hold LENDERSA® harmless from any and all damages arising from non-compliance with this section.
10. Policy Disclaimers.
LENDERSA® is not a lender and does not engage in providing loans or extending credit to consumers.
LENDERSA® does not assume any regulatory responsibilities, including the issuance of notices or disclosures that may arise from a lender's receipt of or response to consumer loan requests or lead information. LENDERSA®'s obligations are strictly limited to the provision of LENDERSA® Services.
LENDERSA® makes no representations or warranties regarding the number or volume of leads transmitted to lenders, the identity of consumers whose loan requests are forwarded, the validity or accuracy of any loan request or lead information, or the creditworthiness of consumers.
LENDERSA® may not be able to offer every Lender's loan products in all states. LENDERSA® retains full discretion as to which loan products will be made available to consumers within any given jurisdiction at any time.
Leads should not be interpreted as loan applications or prequalifications.
Except as explicitly stated within this Agreement, the Lendersa site and Portal is provided on an "as is" basis, without any warranty of any kind. To the fullest extent permitted by law, Lendersa disclaims all warranties, whether statutory, express, or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.
10. Indemnification. The Lender shall defend, indemnify, and hold harmless LENDERSA® , as well as its subsidiaries, affiliates, directors, officers, employees, agents, and assigns, from and against all actions, claims, costs, liabilities, judgments, expenses, and damages (including settlement amounts, accounting fees, expert costs and fees, and reasonable attorneys' fees) (collectively, "Losses") arising from any third-party claim, suit, or investigation to the extent such Losses result from: (a) any act or omission of the Lender, including those related to consumer privacy, regulatory compliance, approvals, and licenses; or (b) any negligent act or willful misconduct by the Lender or its directors, officers, employees, agents, or assigns. the Lender's breach of this Agreement, including but not limited to any terms, covenants, warranties, or representations contained herein; (c) the Lender's violation of applicable law; (d) infringement upon intellectual property rights, contractual rights, or tort rights (including rights of publicity or privacy) of any third party; (e) The Lender further agrees to promptly pay and fully satisfy any and all Losses incurred or reasonably anticipated to be incurred by LENDERSA® resulting from such claims as described in this Section 10.
11. Liability Limitations. Except in cases involving a breach of Section 13, lender obligations regarding consumer information and data security, or a party's indemnification responsibilities under this Agreement, neither party is liable to the other—regardless of contract, tort, or other grounds—for consequential, special, or indirect damages, such as loss of anticipated profits resulting from performance or nonperformance under this Agreement. Furthermore, regardless of other provisions, Lendersa's liability to Lender is capped at the total fees paid by Lender to Lendersa in the preceding one (1) year under this Agreement. These limitations apply even if any remedy fails of its essential purpose and regardless of whether either party was informed of the potential for such damages. Both parties acknowledge that Section 11 reflects a reasonable allocation of risk.
12. Advertising permissions. Lender hereby grants to LENDERSA® the right and license to use Lender's corporate logo, and any testimonials in any advertising or public relations campaigns related to the promotion of the Services. Additionally, it is understood that LENDERSA® shall have full authority and permission to receive site and screen credits acknowledging its role as the developer of the Internet presence and producer of any associated multimedia.
13. Confidentiality.
Confidentiality and Restriction on Use. The parties acknowledge that each party (the "Recipient") will receive confidential information relating to the other party's (the "Disclosing Party") business in connection with this Agreement. Such confidential information may include, but is not limited to, details regarding the Disclosing Party's products, services, or offerings; planned marketing or promotional activities; business strategies, policies, or practices; inventions, patents, patent applications, discoveries, concepts, software under development, designs, technical specifications, models, data, source code, object code, documentation, diagrams, flow charts, research, processes, procedures, know-how, and trade secrets. It also encompasses all customer-related information, including customer lists, names, addresses, property descriptions, credit information, loan offer and approval information, pricing information, price lists, and pricing policies; financial information such as budgets, forecasts, projections, operating results, and statements; as well as information received from third parties that the Disclosing Party is obligated to treat as confidential (collectively, "Confidential Information"). All pricing information, including specific prices paid by the Lender, shall be considered Confidential Information of the Lender. Except as otherwise provided herein, each party agrees to protect and maintain the confidentiality of the Disclosing Party's Confidential Information by: (i) treating such information with the same degree of care as its own confidential and proprietary information, and at minimum, with reasonable care; (ii) exercising discretion in the assignment of personnel who access or receive such information, and securing their written Agreement to uphold confidentiality; and (iii) refraining from using, disclosing, or exploiting such information except as necessary for performance under this Agreement or as expressly authorized in writing by the Disclosing Party.
Exceptions. Confidential information does not include any information that the Recipient can demonstrate: (i) was publicly available at the time it was received; (ii) enters the public domain through no fault of the Recipient; (iii) is independently developed by the Recipient without reference to the Disclosing Party's Confidential Information; or (iv) is disclosed pursuant to legal requirements, including necessary filings with the Securities and Exchange Commission or other governmental bodies. Additionally, the Recipient may disclose Confidential Information to a legal, judicial, or governmental authority, or as required by court or administrative rules or orders, provided that, when legally permissible, the Recipient gives reasonable advance written notice so the Disclosing Party may seek protective measures, and the Recipient uses reasonable efforts to maintain the confidentiality and sealing of such information.
Disposal of Sensitive Information. Upon termination of this Agreement, and upon written Request from the Disclosing Party, the Recipient shall promptly destroy all tangible items containing the Disclosing Party's Confidential Information and provide satisfactory certification of such destruction. However, the Recipient may retain a copy if required by applicable law, regulatory record-keeping requirements, or internal compliance policies. Any Confidential Information retained pursuant to this provision shall remain subject to the confidentiality obligations contained in this Agreement for as long as it is held by the Recipient.
Injunctive Relief. Each party acknowledges that all Confidential Information furnished by the Disclosing Party remains the sole property of the Disclosing Party (or its licensors), and that unauthorized disclosure or use would result in irreparable harm, the extent of which would be difficult to ascertain. Accordingly, notwithstanding Section 14, each party agrees that the Disclosing Party may seek immediate injunctive relief to prevent any breach or threatened breach of this section, in addition to pursuing any other rights and remedies available at law or in equity.
14. Governing Law / Venue. This Agreement is governed by California law, excluding its conflict of laws rules. Any disputes arising from or relating to this Agreement must be brought exclusively in the state or federal courts in Los Angeles County, California; each party consents to these courts' jurisdiction and waives any objection to venue. This section does not affect any party's right to serve process as allowed by law.
15. Clients Information and Information Security.
Client Information. Lender may receive "Client Information," which may include, but is not limited to: a person's name, address, e-mail address, social security number, and telephone number. Lender will maintain such Consumer Information in accordance with this Section 12 and applicable privacy laws, including the Gramm-Leach-Bliley Act of 1999 and implementing regulations. Lender will use industry standard practices to protect the Consumer Information.
Information Security Standards and Reviews. Each party, with respect to all systems, applications, networks, or sites used in accessing, processing, or storing Consumer Information, shall comply with commercially reasonable industry information security standards in accordance with Applicable Law. Either party (the "Reviewing Party") may conduct reasonable information security reviews ("Reviews") on any system, application, network, or site used by the other party (the "Reviewed Party") in accessing, processing, or storing Consumer Information. As part of such review, the Reviewing Party may request, and the Reviewed Party shall provide, summaries of relevant policies and procedures, such as penetration testing results or SSAE 16/SOC I and II reports, complaint resolution policies, telemarketing compliance policies, disaster recovery plans, business continuity plans, insurance certificates, and incident response plans. The Reviewing Party will provide at least thirty (30) days prior written notice of its intention to conduct a Review. Reviews will be reasonable in scope, conducted during the Reviewed Party's normal business hours, and shall occur no more than one time during any twelve (12) month period during the Term. Reviews will be carried out by the Reviewing Party or its designee (provided that such designee is acceptable to the Reviewed Party and executes a non-disclosure agreement in a form reasonably satisfactory to the Reviewed Party). Reviews are performed at the Reviewing Party's expense. If any Review identifies material security risks to systems, applications, networks, or sites used by the Reviewed Party in accessing, processing, or storing Consumer Information, the Reviewing Party shall promptly notify the Reviewed Party, and the Reviewed Party will respond in writing within ten (10) business days with a plan to address and mitigate the risk. If the Reviewed Party is unable or unwilling to address the risk effectively, the Reviewing Party may terminate this Agreement upon written notice.
Electronic Incident Reporting. "Electronic Incident" refers to any unauthorized action by a person that, if completed, could reasonably be considered an attack, penetration, denial of service, disclosure of Confidential Information or Consumer Information, misuse of system access, unauthorized access or intrusion (hacking), virus intrusion, scan of Lender's (or any third-party vendor used by Lender) or LENDERSA® 's systems or networks, or any activity that could adversely affect Confidential Information or Consumer Information. Lender shall report to LENDERSA® all known or suspected Electronic Incidents and provide the following information: (i) nature and impact of the Electronic Incident; (ii) actions already taken by Lender; (iii) Lender's assessment of immediate risk; and (iv) corrective measures to be taken, evaluation of alternatives, and next steps. Lender will continue to provide status reports to LENDERSA® regarding the resolution of the Electronic Incident and the prevention of future incidents. LENDERSA® may require that a company's accessing, processing, or storing of Confidential Information or Consumer Information be suspended, connectivity with Lender be terminated, or other appropriate action be taken pending resolution.
16. Miscellaneous.
Force Majeure. LENDERSA® is not responsible for any nonperformance, delay, error, data loss, or other loss resulting from events or conditions outside of LENDERSA® 's reasonable control.
Nonwaiver. If LENDERSA® does not require or enforce strict compliance by Lender with any provision of this Agreement, or does not exercise any right or remedy under this Agreement, it does not waive or relinquish the right to rely on such provision, right, or remedy in this or any future instance; all provisions remain fully effective.
Independent Contractor. LENDERSA® acts as an independent contractor in fulfilling this Agreement and is not an agent or representative of Lender. This Agreement does not create or indicate any association, joint venture, partnership, or franchise between the parties, nor does it impose any partnership or franchisor duties or liabilities. It also does not restrict LENDERSA® from providing services to third parties.
Entire Agreement; Conflict. This Agreement represents the full understanding between LENDERSA® and Lender regarding the Services and supersedes all previous agreements.
Amendment; Assignment. LENDERSA® may update, amend, revise, supplement, or otherwise modify these Standard Terms, or implement new rules, policies, or terms related to participation in the Services at any time. Lender's continued use of the Services after notice of changes constitutes acceptance of those modifications. Notice will be provided by posting updated Standard Terms in the Portal, and Lender is expected to review the Portal regularly for updates. The Lender cannot assign or transfer its rights, obligations, or interests under this Agreement without written consent from LENDERSA® .
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NMLS 1795154