Service Terms.

RECITALS.

 

By visiting, browsing, using, accessing, onboarding, and/or participating in the Beplace Solution; and/or by engaging in absolutely any activity whatsoever relating to the Beplace Solution with any Beplace Resource or through any Beplace Site, Beplace App, Beplace Premise, Beplace Software, Beplace Hardware, and/or any other real or digital property, software, or hardware:

 

• you have read, understand, and agree to be bound by the Beplace Service Terms and all Beplace Agreements incorporated herein by reference;

• you understand and agree that you will always be subject to the Beplace User Terms (as they are changed from time to time);

• you acknowledge and understand that the Beplace Service Terms supplement the Beplace User Terms and constitute a legal contract between you and Beplace;

• you acknowledge and understand that the Beplace Service Terms govern respective rights and obligations;

• you acknowledge and understand that Capitalized Terms will have the meanings set forth in the Beplace Dictionary (as it is changed from time to time);

• you acknowledge and understand that the rules of interpretation will be as set forth in the Beplace Interpretation Rules (as they are changed from time to time);

• you acknowledge, understand, and agree that any disputes must be resolved as set forth in the Beplace Dispute Resolution Policy (as it is changed from time to time);

• you acknowledge and understand that the Beplace Dictionary, the Beplace Interpretation Rules, and the Beplace Dispute Resolution Policy form integral parts of the Beplace Service Terms and any and all Beplace Agreements;

• you acknowledge and understand that if you violate or do not agree to any of the foregoing terms and/or any Beplace Service Terms and/or any Beplace Agreements incorporated herein by reference, then your access to, use of, and/or participation in the Beplace Solution, and any and all Beplace Resources, Beplace Sites, Beplace Apps, Beplace Premises, Beplace Software, and Beplace Hardware are unauthorized and strictly prohibited, and that Beplace may revoke your access to, use of, and/or participation in any of the foregoing in its absolute, exclusive, and sole discretion;

• you absolutely, unconditionally, and irrevocably waive any objection to any of the foregoing from the beginning of time until the end of time; and

• you affirm that you are of legal age to enter into any and all of the foregoing terms.

 

NOW, THEREFORE, you understand and agree to these Beplace Service Terms:

 

1. DEFINITIONS AND INTERPRETATION.

 

1.1 Definitions.

Capitalized terms not otherwise defined will have the meanings set forth in the Beplace Dictionary.

 

1.2 Interpretation.

The rules of interpretation not otherwise stated will be as set forth in the Beplace Interpretation Rules.

 

2. POLICIES.

For the avoidance of doubt, the following Beplace Policies (as each may be changed from time to time) are expressly incorporated into these Beplace Service Terms by reference:

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• Beplace Acceptable Use Policy.

• Beplace Cookie Policy.

• Beplace Copyright Policy.

• Beplace Dispute Resolution Policy.

• Beplace Equal Rights Policy.

• Beplace Privacy Policy.

• Beplace Refund Policy.

• Beplace User Eligibility Policy.

 

3. DISPUTE RESOLUTION.

You acknowledge, understand, and agree:

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• that any disputes between you and Beplace must be resolved as set forth in the Beplace Dispute Resolution Policy (as it is changed from time to time); and

• that you waive the right to participate in any class action, trial, or trial by jury.

 

4. USERS.

 

4.1 User Eligibility.

You represent, warrant, and/or covenant to Beplace:

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• that any and all other Business Owners of your Business (whether or not identified or disclosed to Beplace) satisfy all eligibility requirements as set forth in our Beplace User Eligibility Policy (as it is changed from time to time); and

• that you and any and all other Business Owners of your Business (whether or not identified or disclosed to Beplace) are not subject to any disqualifications as set forth in our Beplace User Eligibility Policy (as it is changed from time to time).

 

5. SERVICES.

Beplace Services are designed to handle the frontend and backend tasks that help you finance any business. You may participate in Beplace Services only and strictly if and when you are a Beplace User. Participation in Beplace Services will be subject to these Beplace Service Terms and the Beplace User Terms, which are incorporated herein by reference (except to the extent expressly modified by these Beplace Service Terms).

 

6. FEES AND CHARGES.

Fees and Charges for Beplace Services are stated on the pricing page, unless you and Beplace otherwise agree in writing. Beplace Users participate in the Standard Brokerage plan and have access to the full catalog of Beplace Services, or may participate in the Custom Brokerage plan subject to approval by and from Beplace.

 

6.1 Standard Brokerage Option.

Prices shown on the pricing page are one-time flat percentage Fees of the gross loan for the successful financing of each new or existing loan for each Business and for each transaction using any commercial real estate property; which include applicable fees and will renew unless canceled. Prices shown include the costs of all Beplace Services. The minimum Fee that will be earned and payable to Beplace will be $10,000 even if such minimum amount may be greater than the effective percentage calculated. You acknowledge and understand that this option is subject to our coverage area.

 

6.2 Custom Brokerage Option.

Prices are Fees for the successful financing of each new or existing loan for each Business and for each transaction using any commercial real estate property, and such Fees will be negotiated and agreed upon in advance and in writing; which include applicable fees and will renew unless canceled. Prices will include the costs of only those Beplace Services that are made available and included in a Beplace Contract. You acknowledge and understand that this option is subject to our coverage area.

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7. INFORMATION AND CONTENT.

When you participate in a plan and make a payment (or, if applicable, execute a Beplace Contract in lieu of such payment), you'll be prompted to complete an onboarding for each Business. You may be prompted to complete one (or more than one) onboarding. We are required to comply with laws and regulations that help prevent the facilitation and funding of money laundering, terrorism, and other criminal activities. Such laws and regulations require us to collect information that identifies persons with whom we do business and to whom we provide our products and services.

 

Your privacy is important to us. We protect User Information and User Content from public disclosure by limiting the User Information and User Content we request and collect from you during onboarding to the minimum required:

 

• to comply with the Law (and such other laws and regulations); and

• to provide you with Beplace Services.

 

You understand that you may contact Beplace Support if you have any questions about any request for User Information or User Content.

 

You represent, warrant, and/or covenant to Beplace that you will provide accurate, complete, current, and true User Information and User Content about you and your Business; and any and all Business Owners of your Business; and any new or existing Loan, including all new or existing Borrowers. You acknowledge and understand that you must promptly update and at all times keep any such User Information and User Content current. You acknowledge and understand that Beplace reserves the right to require additional and/or official documentation to verify any such User Information and User Content.

 

8. RESOURCES.

You acknowledge, understand, and agree to give us permission to use the User Information and User Content you submit to provide you with Beplace Services. Beplace Users who participate in Beplace Services have access to Beplace Resources that help to:

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• Connect with you and review your loan request on an expedited schedule; and

• Collect, organize, and analyze initial documents and information; and

• Search and match you with compatible lenders; and

• Package a loan application and present your loan request to compatible lenders; and

• Use lender quotes to generate a detailed schedule for each loan scenario; and

• Review and discuss with you any offered term sheets, and negotiate with lenders for the best possible terms; and

• Examine the conditions and set up a plan of action that helps you satisfy the requirements in a signed term sheet; and

• Collect due diligence documents from you, and share them with lenders; and

• Obtain competitive quotes from multiple vendors for third-party closing costs; and

• Coordinate with third parties, and schedule their property visits based on your availability; and

• Contact lenders for status updates, to solicit questions, and to follow-up with answers to due diligence submissions; and

• Review all draft and redlined documents so you are aware of terms and conditions.

 

You specifically authorize us to do the following:

 

8.1 Loan Request.

You specifically authorize Beplace to use the User Information and User Content you provide to contact you using your Registered Addresses to discuss your loan request, and to review your loan request on an expedited schedule in order to help you obtain financing on any timeline.

 

8.2 Underwriting.

You specifically authorize Beplace to collect, organize, and analyze the User Information and User Content you provide in order for Beplace to underwrite your loan request. You acknowledge and understand that Beplace does not communicate with or solicit communications from your current lender unless either upon your written request; or when you add us to a conference call, an email thread, a group text message, or other similar communication. Beplace will forward any other incoming communications from your current lender to you.

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8.3 Lender Research.

You specifically authorize Beplace to use the User Information and User Content you provide to search for lenders in order to help you obtain financing for your Business using any commercial real estate property in any state in the United States. You understand that you may request information and/or additional information about specific lenders, and that we may contact those specific lenders upon your request.

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8.4 Lender Submission.

You specifically authorize Beplace to use the User Information and User Content you provide to package a loan application and present your loan request to compatible lenders in order to help such lenders make an informed decision about your loan request. You acknowledge and understand that the package will be made available to you pursuant to the Beplace Document Guarantee.

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8.5 Interest Calculation.

You specifically authorize Beplace to use the User Information and User Content you provide to generate detailed schedules for each loan scenario (pursuant to a ready, willing, and able offer by a fair lender) to help you budget for costs and understand the APR.

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8.6 Term Sheets.

You specifically authorize Beplace to use the User Information and User Content you provide to review any term sheet offered by and/or obtained from a lender; to review any such term sheet with you; to solicit from you any comments, feedback, and/or questions; to negotiate the terms of any such term sheet with the respective lender; to obtain from the respective lender any renegotiated term sheet, if any; to present to you for signature the original term sheet (or the renegotiated term sheet, if any); to collect from you the signed term sheet; to send the signed term sheet to the respective lender; to request from the respective lender an executed version of the signed term sheet; to collect from the respective lender the executed term sheet; and to send you the executed term sheet.

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8.7 Loan Conditions.

You specifically authorize Beplace to use the User Information and User Content you provide to examine the conditions in your executed term sheet, and to set up a plan of action in order to help you satisfy any such required conditions. The signed and executed term sheet may be originally sourced by Beplace, or by you or your business.

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8.8 Due Diligence.

You specifically authorize Beplace to do the following on an expedited schedule:

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• to collect any and all due diligence documents from you; or

• to contact you in order to collect such due diligence documents; and

• to organize the due diligence documents in a digital folder shared just with you using your Registered Email Address; and

• to prepare due diligence documents for you so that Beplace may remit, share, and/or transmit any such due diligence documents to lenders; provided, however, that you may also instruct Beplace to share access to a Business’ digital folder with specific lenders if you provide Beplace with the list of specific lenders for such Business.

 

8.9 Vendor Bids.

You specifically authorize Beplace to use the User Information and User Content you provide to engage, solicit, and obtain quotes from multiple vendors to help give you the lowest possible rates for third-party closing costs.

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8.10 Third Parties.

You specifically authorize Beplace to use the User Information and User Content you provide to contact appraisers, inspectors, and other third parties who have been contracted by you or by the lender; to coordinate with them regarding the property to be visited and/or inspected; to schedule with you and with them on a mutually agreed upon date for such activity; and to inform you, the lender, and the third parties about the details of such scheduled date.

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8.11 Lender Engagement.

You specifically authorize Beplace to use the User Information and User Content you provide to contact specific lenders upon your request and on your behalf to ask for status updates, to solicit questions, and to follow-up with answers to due diligence submissions.

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8.12 Document Review.

You specifically authorize Beplace to use the User Information and User Content you provide to review all draft and redlined documents obtained from a fair lender who is ready, willing, and able to finance your Business. Beplace may share any suggestions with you so that you may communicate any such suggestions to your attorney, lawyer, or other fiduciary.

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9. GUARANTEE.

Pursuant to our Beplace Service Guarantee, upon your use of Beplace Services for both the finance and refinance of the same loan in the same calendar year, Beplace will provide you with a credit equal to half of the Fee you paid Beplace for such Beplace Services for the financing towards the Fee you would pay Beplace for those same Beplace Services for the refinancing - you may receive a credit for up to the full amount of the Fee that you would have paid for the refinancing. You are responsible for any costs associated with any portion of the Fee that is not subject to the credit, but Beplace will not add or assess any new Fees or Charges for your use of the Beplace Service Guarantee.

 

Please note that you must continue to pay for Fees and Charges if you continue to use any Beplace Resource in any way whatsoever. Beplace will not be responsible for transferring or maintaining any Beplace Resources or honoring any Beplace Service Guarantee unless you remain compliant with all Beplace Agreements, and unless all Fees and Charges have been paid in full.

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10. TERM.

The Period of these Beplace Service Terms will commence when you participate in a plan and make a payment (or, if applicable, execute a Beplace Contract in lieu of such payment) (whichever is later), and will end when:

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• you terminate your plan in our Beplace Solution, except that these Beplace Service Terms will remain in effect for as long as we provide any Beplace Resources to you or on your behalf; or

• we terminate you due to a Material Breach.

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11. INDEMNIFICATION.

Without limiting any of your obligations under the Beplace User Terms, you will indemnify and defend Beplace, and hold Beplace (including each of their respective (in alphabetical order) Affiliates, Agents, assigns, associate companies, associates, attorneys, contractors, directors, employees, franchisees, heirs, lessees, lessors, licensees, licensors, members, officers, owners, parent companies, partners, representatives, shareholders, sublessees, sublicensees, subsidiary companies, and successors) harmless against and from any and all (in alphabetical order) actions, claims, costs, damages, demands, expenses, fines, injunctions, injuries, investigations, liabilities, litigations, losses, penalties, proceedings, suits (including, without limitation, Legal Fees) of any kind or nature incurred because of or relating to:

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• any breach in the performance of your obligations under this Beplace Agreement;

• the failure of any of your representations or warranties made in this Beplace Agreement to be true when made;

• any claim against us in our capacity (or our vendors’ capacities) as:

  • the authorized person, agent, broker, correspondent, or facilitator of a Business (or for a new or existing loan);

  • the providers of any Registered Addresses for a Business or Loan.

• any claim against us (or our vendors) for:

  • obtaining new or refinancing existing loans;

  • any copyright or intellectual property infringement claims that could arise or apply from the opening, scanning, uploading, processing, or other action relating to mail, email, or other digital or physical documents;

  • the failure of any courier service, delivery service, or other party to provide courier or delivery service of documents, mail, or email accurately or on-time;

  • damage, destruction, or loss of mail, email items, or documents by any cause whatsoever;

  • any bidding or quotes of or for CapEx or closing costs.

 

12. GENERAL PROVISIONS.

 

12.1 Authority and Capacity.

This and all other Beplace Agreements constitute binding, legal, and valid agreements between you and your Business, and Beplace; enforceable against you and your Business in accordance with their terms. You represent and warrant to Beplace that you and your Business have the authority and capacity to enter into this and all other Beplace Agreements on behalf of yourself and your Business; and any and all Business Owners of your Business; and each other. You and your Business are duly authorized and empowered to enter into this and all other Beplace Agreements (including any power of attorney herein) under every applicable governing document, bylaw provision, certificate of incorporation, charter, partnership agreement, pension plan, trust instrument, or the like. If after any purchase or transaction we discover or find that you or your Business do not have the authority to enter into this or any other Beplace Agreement, you and your Business will be personally responsible for the obligations in this and all other Beplace Agreements (including any and all payment obligations). Beplace will not be liable for any damages or loss resulting from our reliance on any communication, document, instruction, notice, representation, submission, or the like that we reasonably believed to be genuine or true or which originated from your Registered Addresses.

 

12.2 Several Liability.

You enter into these Beplace Service Terms on behalf of yourself and your Business; and all Business Owners of your Business (including the Borrowers). You and your Business; and all of the Business Owners of your Business (including the Borrowers) are jointly and severally liable for any breaches of these Beplace Service Terms; and in no event will Beplace be liable for breaches of this or any other Beplace Agreement by you or any other person. This provision survives any expiration, suspension, or termination of this or any other Beplace Agreement to which you or your Business are a party.

 

12.3 Survival.

The following sections (shown UPPERCASED) and/or provisions (shown Capitalized) will survive any expiration, suspension, or termination of this or any other Beplace Agreement to which you or your Business are a party:

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• DISPUTE RESOLUTION.

• USERS.

• FEES AND CHARGES.

• INDEMNIFICATION AND COOPERATION.

• Several Liability within GENERAL PROVISIONS.

 

Any provision that allocates risk or limits (or excludes) a Party’s liability will survive any expiration, suspension, or termination of this or any other Beplace Agreement to which you or your Business are a party to the extent necessary to ensure that a Party’s potential liability during the Period of a Beplace Agreement remains unchanged after the expiration, suspension, or termination of such Beplace Agreement.

 

Unless otherwise stated, the terms of this and all other Beplace Agreements will survive the expiration or suspension of this or any other Beplace Agreement, but will not survive the termination of this or any other Beplace Agreement.

 

Unless otherwise stated, the terms of this and all other Beplace Agreements will be operative upon each and every renewed Beplace Agreement.

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13. Entire Agreement.

The Parties intend that this and all other Beplace Agreements, together with all attachments, schedules, exhibits, and other documents that both are referenced in this or any other Beplace Agreement and refer to this or any other Beplace Agreement,

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• represents the final expression of the Parties’ intent relating to the subject matter;

• contains all the terms the Parties agreed to relating to the subject matter; and

• replaces all of the Parties’ previous discussions, understandings, and agreements relating to the subject matter.

 

14. Original Copies.

You acknowledge receipt of a copy of this Beplace Agreement.