Terms of Use

Terms and conditions governing your use of the CapitalAx website.

This website (the "Site") is operated by CapitalAx Commercial Lending LLC (referred to herein as "CapitalAx", "we", "us" and "our"). Your use of the Site is subject to the following terms and conditions (the "Terms of Use"). These Terms of Use also incorporate our Privacy Policy as if set forth at length herein.

1. Consent

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE. BY USING THIS SITE, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, DO NOT USE THIS SITE.

You acknowledge that these Terms of Use are supported by reasonable and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Without limiting the generality of the foregoing, you acknowledge that such consideration includes your use of the Site and receipt of data, materials and information available at or through the Site, the possibility of our use or display of your Submissions (as defined in Section 13 below) and the possibility of the publicity and promotion from our use or display of your Submissions.

CAPITALAX'S SERVICES ARE NOT INTENDED FOR ANYONE UNDER THE AGE OF 18. IF YOU ARE UNDER THE AGE OF 18, YOU MAY NOT ACCESS OR USE CAPITALAX SERVICES.

2. Additional Terms

Note that special terms apply to some services offered on the Site, such as subscription-based services, product purchases, rules for contests or sweepstakes or other features or activities. These terms are posted in connection with the applicable service. Any such terms are in addition to these Terms of Use and, in the event of a conflict, prevail over these Terms of Use.

3. Modification

We reserve the right to modify or otherwise update these Terms of Use at any time and you agree to be bound by such modifications, updates and revisions. You should visit this page from time to time to review the current terms. We may change the Site or delete Content (as defined in Section 8 below) or features of this Site at any time, in any way, for any or no reason at our discretion. This provision does NOT apply to the Dispute Resolution, Individual Arbitration Agreement, and Class Action Waiver at Section 25, which can only be amended via mutual consent.

4. Conditions to Use the Site

Your permission to use the Site is conditioned upon your agreement that you:

• will comply with these Terms of Use;
• are at least 18 years of age;
• will not copy or distribute any part of the Site in any manner without our prior written consent;
• will not use the Site for any commercial purposes other than the specific commercial activities contained on the Site and will not use it to obtain data or personal information about any other users or to solicit other users or advertisers;
• are solely responsible for any content provided by you on the Site, including but not limited to any discussion posts, profile information, links and pictures including the ownership of any licenses or rights necessary to use the work of others and will not submit any copyrighted materials or work subject to other's proprietary rights;
• agree we have the right to remove any and/or all of your content and terminate your account with or without prior notice.

5. Prohibited Conduct

By using the Site, you agree not to:

• conduct or promote illegal activities;
• attempt to reverse engineer or otherwise attempt to derive the source code of the software (including tools, methods, processes, and infrastructure);
• engage in the automated use of the system, such as the use of data mining robots, or any manual process to harvest information from the Site;
• attempt to gain access to secured portions of the Site;
• hack into the accounts/profiles of other Users;
• infringe upon the copyright of us or third parties whose content is hosted on the Site;
• harass other Users of the Site;
• violate the rights of other Users of the Site;
• sell or otherwise transfer your account/profile without our express permission;
• use the Site to generate unsolicited email advertisements or spam;
• use our services as part of any effort to compete with us;
• interfere in any way with the proper functioning of the Site.

6. Products or Services

The following terms in these Terms of Use are applicable to those who make a purchase of goods or services through the Site.

• Product/Services Descriptions. We make great effort to put accurate product/service information, descriptions and images on the Site, but will not be held responsible for any mistakes or omissions to any information made available.
• Prices. Prices for our goods and services are subject to change without notice. Prices on the Site do not include delivery charges. We shall not be liable to you or any third party for any price change.
• Modifications. We reserve the right at any time to modify or discontinue any goods (or any part or content thereof) without notice at any time.
• Tax. If required by law, tax will be collected from a user at the time of purchase.
• Payment for Goods and Services. Full payment for goods and services is made upon placing an order.
• Method of Payment. We accept the following methods of payment: Credit card.
• Unavailable Products. If, after purchasing and completing payment for a product, that product is unavailable, we will contact you to inquire about whether you want to wait until the product is available. If within 30 days we receive no response, you will be refunded the purchase price, including any amount paid for delivery, within 30 days.
• Discretion. We reserve the right, but are not obligated, to limit the sales of our goods and services to any person, geographic region or jurisdiction.

7. Subscriptions

If you sign up for one or more subscription services through the Website, these additional terms apply.

• Term. Your license to the services is valid during the period your subscription remains in good standing and there are no outstanding subscription payments (hereinafter "Subscription Term"). To keep your Subscription Term valid and in force, you must pay all charges to your account relating to your subscriptions, including applicable taxes and fees. YOU ARE RESPONSIBLE FOR SUBSCRIPTION FEES UNTIL YOU CANCEL YOUR SUBSCRIPTION OR IT IS OTHERWISE TERMINATED.
• Discontinuance. We may discontinue offering subscriptions and will cease charging you accordingly. We may also terminate your Subscription in our sole discretion subject to your right to a pro-rated refund of fees.
• Increase in Prices. We may increase subscription fees and/or terms with 30 days' notice to you. You may terminate your services before the increase in fees or renewal terms is put into effect.
• Failed Payment for Renewal. If your payment on file is not approved on the date of the renewal of the Subscription Term, you will be allowed a period of at least three business days to provide updated payment information.
• Cancellation. A User may cancel their subscription at any time by a) sending a cancellation email to compliance@capitalax.com; b) by logging into their customer portal and selecting the cancel subscription option; c) visiting www.capitalax.com/cancel; or d) by calling 806-746-7396.

8. Intellectual Property

All information, materials, functions and other content (including Submissions as defined in Section 14 below) provided on this Site (collectively "Content"), such as text, graphics, images, etc., is our property or the property of our licensors and is protected by US and international copyright laws. The collection, arrangement and assembly of all content on this Site is our exclusive property and is protected by US and international copyright laws. Except as stated herein or as otherwise provided in an express authorization from us, no material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. Any unauthorized use of any material contained on this Site is strictly prohibited.

We, or people from whom we obtained a license, retain ownership of all intellectual property rights of any kind associated with the Site, including all applicable trademarks, copyrights and other proprietary rights such as trade secrets. Through the use of this Site pursuant to these Terms of Use, you have a limited right to use the Site, but in no way are we granting any license to you under any of those intellectual property rights. We reserve all rights that are not expressly granted to you in these Terms of Use.

9. Trademarks

Unless otherwise noted, the trademarks, service marks, trade dress, trade names, and logos (collectively "Trademarks") used and displayed on this Site are our registered and unregistered Trademarks and the Trademarks of our licensors. Nothing on this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site. Our Trademarks and those of our licensors may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us.

10. Use of Site and Content

We grant you a limited license to access and make personal use of the Site and the Content, subject to these Terms of Use. Neither this Site nor any portion of this Site or any Content may be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by us in writing, except that where the Site is configured to enable the download of particular Content, you may download one copy of such Content to a single computer for your personal, noncommercial home use only, provided that you: (a) keep intact all copyright and other proprietary notices, (b) make no modifications to the Content, and (c) do not use the Content in a manner that suggests an association with any of our products, services, or brands.

11. Linking

Links to third party websites may be provided on this Site. If so, they are provided solely as a convenience to you. If you use such links, you will leave this Site. We have not reviewed all such third-party sites (if any) and do not control and are not responsible for any of these websites and their content. We do not endorse or make any representations about such websites or any information or materials found there, or any results that may be obtained from using them.

No hyperlinks to this Site are permitted without our prior written consent. If you would like to link to this Site from your website, please submit your request to compliance@capitalax.com.

12. Claim of Copyright Infringement

We respect the intellectual property rights of others. If you believe that your copyrighted property has been copied in any way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our copyright agent with the following information:

• A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed;
• The exact URL or description reasonably sufficient to permit us to locate where the alleged infringing material is located on the Site;
• Your name, address, telephone number and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or by the law; and
• A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Copyright Agent for notice of claims of copyright infringement on this Site can be reached at compliance@capitalax.com.

13. Submissions

For purposes of these Terms of Use, the word "Submissions" means text, messages, ideas, concepts, suggestions, artwork, photographs, drawings, videos, audiovisual works, your and/or other persons' names, likenesses, voices, usernames, profiles, actions, appearances, performances and/or other biographical information or material, and/or other similar materials that you submit, post, upload, embed, display, communicate or otherwise distribute on or through this Site.

If you transmit to us, post, or upload any Submissions to or through this Site, you grant us and our affiliates a non-exclusive, royalty-free, perpetual and irrevocable right to use, reproduce, modify, adapt, publish, translate, distribute and incorporate such Submissions throughout the world in any media for any and all commercial and non-commercial purposes.

14. Accounts

Some services on this Site permit or require you to create an account to participate in or to secure additional benefits. You agree to provide, maintain and update true, accurate, current and complete information about yourself as prompted by our registration processes. You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity.

15. Public Forums and Communication

"Public Forum" means an area or feature offered as part of this Site that offers the opportunity for users to distribute Submissions for viewing by one or more Site users, including, but not limited to, a chat area, message board, instant messaging, mobile messaging, social community environment, profile page, conversation page, blog, or e-mail function.

You acknowledge that Public Forums and features offered therein are for public and not private communications, and you have no expectation of privacy regarding any Submission to a Public Forum. We cannot guarantee the security of any information you disclose through any of these media; you make such disclosures at your own risk.

16. Rules of Conduct

The following Rules of Conduct apply to the Site. By using the Site, you agree that you will not upload, post, or otherwise distribute to the Site any Submission that:

• (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) is bigoted, hateful, or racially or otherwise offensive; (c) is violent, vulgar, obscene, pornographic, or otherwise sexually explicit; or (d) otherwise harms or can reasonably be expected to harm any person or entity;
• is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them;
• infringes or violates any right of a third party including: (a) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (b) right of privacy or publicity; or (c) any confidentiality obligation;
• is commercial, business related or advertises or offers to sell any products services or otherwise (whether or not for profit), or solicits others;
• contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Site or any connected network.

17. Removal of Submissions

We reserve the right, but disclaim any obligation or responsibility, to (a) refuse to post or communicate or remove any Submission from the Site that violates these Terms of Use and (b) identify any user to third parties, and/or disclose to third parties any Submission or personally identifiable information when we believe in good faith that such identification or disclosure will either (i) facilitate compliance with laws, or (ii) help to enforce these Terms of Use and/or protect the safety or security of any person or property, including the Site. Moreover, we retain all rights to remove Submissions at any time for any reason or no reason whatsoever.

18. International

The Site is intended for viewing and use in the United States. If this Site is viewed internationally, you are responsible for compliance with applicable local laws. We do not intend to provide our products or services outside the United States.

19. Privacy

CapitalAx respects your privacy and the privacy of other visitors to the Site. To learn about our privacy practices and policies, please see our Privacy Policy.

20. SMS Terms & Conditions

By opting in to SMS from CapitalAx Commercial Lending LLC via the broker registration portal, you agree to receive account notification and billing text messages (account status updates, billing alerts, suspension or termination notices) at the number provided. Consent is not a condition of enrollment. Message frequency varies. Message and data rates may apply. Reply STOP to cancel at any time, or HELP for assistance. For support, contact info@capitalax.com. See our Privacy Policy.

21. Children

CapitalAx is committed to the safety of our children. Persons under the age of 18 may not enroll as CapitalAx Loan Originators or register as customers. CapitalAx does not solicit or knowingly collect personally identifiable information from children under the age of 13. If we obtain actual knowledge that we have collected personally identifiable information from a child under the age of 13, we will immediately delete such information from our database.

22. General Maintenance

We may make the Site unavailable for periods of time for general maintenance. The length of such unavailability will be kept to a minimum, but we offer no guaranty as to the length of time the Site may be unavailable. We are not liable for any issue that may arise from such unavailability.

23. Termination

We reserve the right to alter or discontinue the Site or any of the products or services provided herein at any time without prior notice. We also reserve the right to terminate these Terms of Use at our election and for any reason, without prior notice. The agreement between us and you will automatically terminate if, in our sole discretion, you violate any of These Terms of Use. Termination will result in the immediate cessation of access to the Site.

24. Disclaimer of Warranties

Except as otherwise explicitly set forth herein, we provide the Site and the related goods and services "as is", "where is", and "as available". Except as explicitly provided herein, we make no express and/or implied warranties or guarantees about the Site or the goods and services described thereon.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR OFFICERS, DIRECTORS, AGENTS, VENDORS, AND THE MERCHANTS WHO ADVERTISE WITH US DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES THAT THE SITE AND SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY OR FIT FOR A PARTICULAR PURPOSE OR NEED. WE IN NO WAY GUARANTEE THAT WE WILL MEET YOUR REQUIREMENTS, IS ERROR-FREE, ACCURATE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE MAKE NO GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE AT TIMES OR LOCATIONS OF YOUR CHOOSING.

25. Limitation of Liabilities

WE, OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS, AND MERCHANTS WHO ADVERTISE HERE, SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON THE SITE IN ANY WAY. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, DAMAGE TO ANY OTHER EQUIPMENT, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE DISPUTES OR CLAIMS WITH US IS TO CEASE USE OF THE SITE.

In connection with the foregoing release, you hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

26. Dispute Resolution, Binding Arbitration Agreement, and Class Action Waiver

While we certainly hope that we never have a dispute with a visitor to the Site, if the unfortunate circumstance arises that we have a dispute that arises from or relates to any of our products or services, the Site, or these Website Terms of Use, you agree that we will first seek to resolve the dispute informally. You will notify us of the dispute within 90 days from which you first learn of the dispute by submitting an email to compliance@capitalax.com (a "Dispute Notice"). Your email must include a detailed description of all facts which you claim support your claim and a statement indicating what you believe is a fair resolution to your dispute.

If we do not successfully resolve the dispute informally within 60 days from the date on which you submit your notice, you agree that subject to the exceptions listed below, all disputes (including questions whether a dispute is subject to arbitration) will be resolved through confidential binding arbitration. You also agree to waive all rights to pursue class action lawsuits, class-wide arbitrations, and any other proceeding in which someone acts in a representative capacity against CapitalAx.

All arbitration proceedings will be held in the state and county in which you reside or, if the value of the relief sought is $10,000 or less, the arbitration shall be conducted based solely on written submissions. The Arbitration shall be administered by the American Arbitration Association, pursuant to its Consumer Arbitration Rules, available at https://www.adr.org/consumer. Arbitration shall be governed by the Federal Arbitration Act.

Disputes not subject to this arbitration provision are:

• Any action you bring if you have properly opted-out of arbitration. You may opt-out of the Arbitration provision by sending an opt-out notice to compliance@capitalax.com. You must submit your opt-out notice within five days from the date of your first visit to the Site.
• If your claim is within the jurisdictional limits of the small claims court in which you reside, you may pursue an action in your local small claims court.
• If you are a CapitalAx independent Loan Originator and you combine a claim that is covered by this Arbitration and Class Action Waiver with a claim to which the CapitalAx arbitration and dispute resolution policy for Loan Originator disputes applies under the Loan Originator Agreement, the disputes will be combined and resolved according to the Dispute Resolution provisions contained in the CapitalAx Loan Originator Agreement.

To institute informal dispute process, submit a Dispute Notice to compliance@capitalax.com.

27. Indemnity

You agree to defend, indemnify and hold harmless us, our officers, directors, representatives, employees and agents and all of our parent companies, affiliates, related companies and their officers, directors, representatives, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (i) your violation of any term of these Terms of Use; or (ii) your violation of any third party right, including without limitation any copyright, property, privacy right, or any and all intangible or intellectual property rights.

28. General Provisions

• We make no representations that the Content on the Site is appropriate or available for use in any particular location. Those who choose to access the Site do so on their own initiative and are responsible for compliance with all applicable laws including any applicable local laws.
• If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
• No waiver of any provision of these Terms of Use by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
• YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
• There are no third-party beneficiaries of these Terms of Use. You may not assign these Terms of Use or your rights and obligations hereunder, in whole or in part, to any third party without our prior written consent.
• All software used on the Site or other Offerings is subject to U.S. export controls. No such software may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Burma, Democratic Republic of the Congo, Ivory Coast, Iraq, Libya, North Korea, Iran, Syria, Sudan, Venezuela or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders.

29. California Privacy Rights

Residents of the State of California (under California Civil Code Section 1798.83) have the right to request and obtain from us once per calendar year information, if any, regarding their Personal Information that we have shared with third parties during the preceding year for such third parties' direct marketing purposes. To make such a request, please email us at compliance@capitalax.com. You must include the name of this Site and "California Resident" as the subject line, and your full name, email address, and postal address in your message.

We further offer California residents the ability to tell us not to share their Personal Information with third parties for their direct marketing purposes. To make such a request, please email us at compliance@capitalax.com and include "Do Not Share" in the subject line.

30. Contacting Us

You may contact us regarding these Terms of Use or the Site by email at compliance@capitalax.com.

31. Effective Date

These Terms of Use are effective as of November 15, 2024, and shall remain in effect until modified and/or updated as provided in Section 3 above.