Terms of Service
SDC Capital (the “Company”) and its affiliates, including Silverberg Development Corp., and Warlyn Inc, (collectively, the “Affiliates”) offers this website (the “Site”) and all its content, services and/or products provided through the Site including the Loan Submission Form, Borrower Registration Form, Broker Registration Form and Mailing List (the “Forms) (collectively the “Service”) subject to the following terms and conditions (hereinafter referred to as the “Agreement”). The Service is operated by SDC Capital (together with its subsidiaries and affiliates, "SDC Capital," "we," or "us"). Please read these Terms of Service carefully before using the Site. By accessing or using our Site, you (the "User") signify that you have read, understand and agree to be bound by these Terms of Service. If you do not agree, please immediately discontinue accessing the Site. By using the Site, you are accepting the terms and conditions contained herein.
The Forms are provided merely as an invitation for information to be submitted. Use of the Forms should not be construed as creating a lender-borrower or lender-broker relationship between you and the Company or its Affiliates and should not be construed as creating a commitment to lend on the part of the Company or its Affiliates. The Company and its Affiliates do not guarantee that information submitted will be reviewed nor does it guarantee that a representative of the Company or its Affiliates will contact you regarding your submission. You acknowledge that the Company and its Affiliates may provide your information to other trusted companies providing services or products similar to, or complementary with, your requested services or products, so long as those parties agree to keep your information confidential.
By using the Site, you are certifying that your submission is not prohibited by any confidentiality obligations, employment agreement, or similar contractual obligation. You expressly agree and acknowledge that the information submitted is truthful and does not contain misleading or false statements. You further agree and acknowledge that you have proper authorization to submit the Form and discuss its contents with the Company and its Affiliates, the Company’s or its Affiliates’ employees, and/or the Company’s or its Affiliates’ representatives.
By using the Forms, you represent and warrant that you own or otherwise control all of the rights to the content that you provide (or if you are acting on behalf of an entity, that you have the authority to submit the information), that the content is accurate, and that it does not violate the terms of this Agreement. You grant the Company and its Affiliates a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, display, archive, store, distribute, reproduce and create derivative works from all information you provide, in any form, media, software, or technology of any kind now existing or developed in the future. Without limiting the generality of the foregoing, you authorize the Company and its Affiliates to include the information in a searchable format that may be accessed by the Company and its Affiliates. You also grant the Company and its Affiliates the right to use your name and other information that you provide in connection with its use and with the reproduction or distribution of such material. All rights in this paragraph are granted without the need for additional compensation of any sort to you.
To the fullest extent permitted by law, the Company and its Affiliates excludes all representations and warranties relating to use of the Site. To the fullest extent permitted by law, the Company and its Affiliates excludes all liability for damages arising out of or in connection with your use of the Site including the Forms. This includes, without limitation, direct loss, loss of business or profits, whether or not the loss of such business or profits was foreseeable, arose in the normal course of business, or whether or not you advised the Company or its Affiliates of the possibility of such potential loss.
In the event that any provision of this Agreement is found invalid or unenforceable by a court of law or other appropriate authority, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement which shall remain in full force and effect.
By visiting or using the Site and/or the Service, you agree that the laws of the State of California, without regard to any principles of conflict of laws, will govern these Terms of Service and you agree to submit to personal jurisdiction in California for all purposes, and you agree to waive, to maximum extent permitted by law, any right to a trial by jury or to participate in a class action. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to the Terms of Service, or any breach thereof, shall be finally resolved by binding arbitration. The arbitration will be conducted before a single arbitrator in California. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either SDC Capital or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
By using the Forms or any product, service, or functionality originating from your use of the Site or services offered by the Company and its Affiliates, you are allowing the Company and its Affiliates to share information with any third parties with whom the Company and its Affiliates have a pertinent contractual relationship—any information necessary to facilitate its provision of products, services, or functionality to you.
By accessing or using the Site (whether as a borrower, broker or otherwise), you acknowledge and agree that SDC Capital's contacts, investors, source of investors, borrowers, source of borrowers, brokers and/or related persons (each, a “Contact” and collectively, the “Contacts”) are exclusive, confidential and valuable to SDC Capital. SDC Capital has introduced or may introduce you to certain Contacts with respect to your use of the Site and in the performance of SDC Capital's Services. Accordingly, during your use of the Site (regardless of whether such use is continued or interrupted for any period of time) and for a period of three (3) years thereafter, you agree to deal exclusively with SDC Capital in connection with the Contacts and you will not circumvent or attempt to circumvent, either directly or indirectly, SDC Capital, with respect to any Contacts and you expressly agree not to directly or indirectly contact, solicit or otherwise enter into any business relationship with the Contacts of SDC Capital, except with the express prior written consent of SDC Capital. This provision shall survive any termination of these Terms of Service.
In connection with your use of the Site, it is contemplated that SDC Capital will disclose to you and your affiliates certain Confidential Information concerning SDC Capital and its Contacts, and you hereby agree that, during your use of the Site and thereafter, you shall hold and keep confidential all Confidential Information concerning SDC Capital that is furnished to you or to any of your agents, affiliates, attorneys, associates, clients, consultants, employees, partners, related parties or representatives (each, a “Representative”) except to the extent otherwise provided herein. As used herein, “Confidential Information” means any and all technical and non-technical information disclosed by SDC Capital to you, which information would appear to a reasonable person to be confidential or proprietary, including, without limitation: the business relationships and affairs of SDC Capital and its affiliates, customer lists (including, without limitation, existing or potential borrowers, business partners, brokers, investors and sources thereof), trade secrets, proprietary and confidential ideas, techniques, works of authorship, models, inventions, know-how, and processesrelated to the current, future, and proposed products and services of SDC Capital, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing requirements, customer lists, investor lists, employee lists, business and contractual relationships, business forecasts, sales and merchandising plans, and marketing plans. If, upon disclosure by SDC Capital of any Confidential Information, you believe that such Confidential Information was in your possession free of any obligation of confidence at the time it was disclosed to you by SDC Capital or its affiliates, you shall notify SDC Capital in writing of such possession within three (3) business days of receipt of such Confidential Information. Failure by you to timely notify SDC Capital shall constitute prima facie evidence that such Confidential Information was not in your possession prior to its disclosure by SDC Capital.
You agree that at all times and notwithstanding any termination, modification or expiration of these Terms of Service, you will hold in strict confidence and not disclose to any third party any Confidential Information of SDC Capital, except as approved in writing by SDC Capital, and will use the Confidential Information for no purpose other than with respect to its authorized purpose in connection with the Site and Services. You agree to limit access to the Confidential Information to only those Representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein. You further agree that you will not reproduce the Confidential Information in any form except as required to accomplish the intent of the Services. Any reproduction by you of any Confidential Information will remain the property of SDC Capital and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by SDC Capital. For purposes hereof, the term “Confidential Information” shall be deemed not to include information that (i) is or becomes generally available to the public other than as a result of disclosure by you or your Representative in violation of this Agreement, (ii) was within your possession prior to it being furnished to you by SDC Capital pursuant hereto, (iii) was developed by you independently of and without reference to any Confidential Information provided to you or any of your Representatives by SDC Capital, or (iv) that is required to be disclosed by a court order or applicable law; provided, that in the event you or your Representatives are required by law or the direction of any court or governmental authority to disclose any information that would otherwise be considered Confidential Information under this Agreement, if permitted by applicable law, you shall promptly notify SDC Capital in writing of such information consistent with applicable law. You agree that the software programs of SDC Capital contain valuable confidential information and you agree that neither you nor your Representatives will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information of SDC Capital.
All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the "Site Content"), is SDC Capital's proprietary property with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without SDC Capital's prior written consent.
The Site may contain links to third party websites ("Linked Sites"). These links are provided only as a convenience. The inclusion of any link is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by SDC Capital of any information, materials, products, or services contained in or accessible through any Linked Site. In no event shall SDC Capital be responsible or otherwise liable for the information contained on any Linked Site or your use of or inability to use any Linked Site. Access and use of Linked Sites, including the information, material, products, and services on such Linked Sites or available through such Linked Sites, is solely at your own risk. Your access and use of the Linked Sites are governed by the terms of service and privacy policies of such Linked Sites, and we encourage you to carefully review all such terms and policies.
The Company and its Affiliates reserves the right to change the terms, conditions, and notices under which this website is offered. The Company and its Affiliates shall have the right, at its discretion, to change, modify, add or remove terms of this Agreement at any time without notice. Changes shall be effective immediately. You agree to review this Agreement periodically. Your use of the Site, including the Forms, constitutes your continued acceptance of the terms and conditions of this Agreement.
AT THE COMPANY’S ELECTION, TO BE ENTERED IN ITS SOLE DISCRETION, ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY APPLICATION, OR OTHER USE OF THE SITE SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN CALIFORNIA, AND BORROWER WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.
BY USING THE FORMS, YOU HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM, OR CROSS-CLAIM ARISING IN CONNECTION WITH, OUT OF, OR OTHERWISE RELATING TO THE USE OF THE FORMS, THE WEBSITE, ANY TRANSACTION ARISING THEREFROM OR RELATED THERETO, OR ANY DISPUTE INVOLVING YOU AND THE COMPANY. FURTHER, EXCEPT AS PROHIBITED BY LAW, USE OF THE FORMS CONSTITUTES YOUR ACKNOWLEDGEMENT AND AGREEMENT THAT THIS SECTION 12 IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND THAT THE COMPANY WOULD NOT OFFER THE FORMS IF THIS SECTION 12 NOT A PART OF THIS AGREEMENT.