I. Statement of General Agreement and Use
User hereby agrees to become a registered User of the NLEX Internet marketplace, and NLEX hereby agrees to consider User as eligible, at NLEX's sole discretion, to become a registered member of said marketplace. After User completes and submits all registration materials, and NLEX approves User, User will receive access to the restricted areas of the Site. You understand and agree that NLEX personnel may revoke Your user privileges at any time without notice or cause and for any reason whatsoever.
II. Debt Listing and Sale Procedures
- Registered and approved Users will be allowed to browse and enter bids for the purchase of Debt instruments and/or portfolios that are listed on the Site, subject to any additional terms and conditions specific to each individual Debt sale.
- Each instrument or portfolio that is available will be given a unique lot number.
- NLEX may facilitate on-line access to reports, data and other information provided by the seller of the respective Debt so that prospective debt purchasers may make informed decisions regarding the purchase of the listed Debt. Only registered and approved users will be able to access this information. NLEX will provide no information beyond that provided by the seller of the Debt. The seller of the Debt may require User to submit additional information or agree to additional terms and conditions before User is able to view, download or otherwise obtain certain information
- The User may use the Site to submit bids for the listed Debt. All bids are binding firm offers and may not be retracted. The sale of Debt may be conducted in any format NLEX may choose, including, but not limited to: open-bid format and Sealed Bid format. Debt sales may be subject to an unpublished reserve price or minimum bid. NLEX reserves the right to advance bidding to such reserve price or minimum bid. In all cases, the Debt seller makes final determinations regarding the selection of the party to which it will sell its Debt. Each Debt Seller has the right to accept and reject any bid, and may cancel, postpone or otherwise terminate any Debt sale in its sole discretion.
- NLEX may, in its sole discretion, charge a non-refundable buyer's premium ("Buyer's Premium") or other service charge on Debt sold. All such charges will be indicated on the relevant bidder information packet or sale brochure. If charged, the Buyer's Premium shall be collected directly from each successful buyer, in addition to the purchase price as bid.
III. Declarations by the User
- User is knowledgeable and experienced in the origination, sale and purchase of performing and non-performing or distressed debt and other assets offered on the Site, including debt secured by real estate or other types of collateral, as well as other financial and business matters related thereto, and User is capable of evaluating the merits and risks of its prospective acquisition and ownership of the Debt to be offered at auction, including the risk that User may not be able to collect such Debt.
- User has the expertise and capability to service Debt offered for sale at auction or will hire a qualified third party to do so on its behalf, based upon the User's own knowledge of such servicer's capabilities and expertise.
- User acknowledges and agrees that no representative or employee of either NLEX or any Debt seller has been authorized to make, and User has not relied upon, any representations or warranties relating to such Debt other than those contained in the applicable purchase and sale contract governing the Debt acquisition. User agrees it will determine whether or not to purchase any Debt offered for sale at auction base solely upon its own independent examination, study, inspection and knowledge of such Debt and has relied solely upon its own determination of the quality, value, condition and marketability of such Debt and any and all properties or other collateral securing payment of such Debt and not on any information, statement, representation or promise made or to be made by NLEX or any Seller in connection with its decision to bid on (and, if successful, purchase) such Debt.
- User acknowledges and agrees that the proposed sale of the Debt on the Site does not involve, nor is intended to in any way constitute, the sale of a "security" within the meaning of any applicable federal or state securities law.
- Acquisitions of Debt such as those which may be offered on the Site involve a high degree of risk and are therefore suitable only for entities of substantial financial means which have no need for liquidity and which could hold such assets indefinitely or bear the partial or entire loss of the value of such Debt.
- User acknowledges and agrees that all portfolio and Debt information, including without limitation information contained in the sale documents and due diligence files, were communicated to NLEX by the seller of the corresponding Debt, and NLEX has relied on such seller's descriptions in creating the Debt sale materials, including without limitation all Debt sale flyers and bidder information packages. NLEX has no actual knowledge that any such Debt descriptions, data or information are accurate.
- All registration information and background information provided to NLEX is accurate and current to the best of User's knowledge, information and belief. User agrees to provide NLEX with any changes or additions to the information provided to NLEX during the user registration process. User acknowledges it may request from NLEX the current user information on file. User acknowledges that NLEX may, in its sole discretion, terminate, suspend or condition User's NLEX account due to material changes to the user's registration information.
- User understands that a Seller may require a separate confidentiality agreement to be executed in order to review and inspect such Seller's Debt information. If a conflict arises between the terms of this Agreement and the terms of a Seller confidentiality agreement, the terms of the Seller Confidentiality Agreement shall prevail for the specific Debt for which Seller requires an additional Confidentiality Agreement; provided, however, that said Seller confidentiality agreements shall be deemed supplementary only, and no other terms or conditions of this Agreement shall be effected.
V. Privacy & Intellectual Property
1. User Privacy.
NLEX respects the privacy of users of the Site. Accordingly, NLEX undertakes to inform You of the nature of the information that is collected and the purposes for which that information may be used.
As a result of the ordinary operation of the Internet, NLEX automatically receives via its Internet servers information regarding the computer system, IP address, and web browser which are being used by the User to access the Site. Accordingly, NLEX expressly reserves the right to collect the following information:
- The computer system, e-mail address, domain names, and type of Web browser of those who visit the Site.
- Data regarding which portions of the Site are visited by the User
Additional personal information may be required in order to process a transaction. When prompted for such information, the User must provide the requested information. Otherwise, at no time will additional information regarding the User be collected by the Web servers of NLEX. Please refer to the Privacy STatement for additional privacy information regarding use of the Site.
NLEX expressly reserves the right to use "cookies" as a part of the Site. For these purposes, a "cookie" is a small file that is transferred to the computer (or other device used to access the Site) of the User in order to preserve a record of the User's access to the Site and to facilitate future visits to the Site by saving certain User information which is automatically transferred to NLEX the next time You visit the Site. This saves You the time that would otherwise be required to enter certain identifying information each and every time You access the Site.
Your Web browser may allow You to refuse to accept cookies altogether or to notify You when a cookie is sent to Your computer (or other device used to access the Site) so that You can expressly refuse or accept the cookie. However, keep in mind that the use of a cookie facilitates the easier use of the Site and that refusal to accept a cookie will therefore make the process of using this site more difficult.
3. Internal Use of Data Collected
The data collected by NLEX will be used for the following purposes:
- Research for service improvements by NLEX.
- Facilitate marketing NLEX services.
- Produce statistical data that may be used by present and potential advertisers as well as entities affiliated with NLEX.
- Provide the service for which the Site was created.
- Bill You for items for which You have entered into a contract via this Site.
- Communicate with the User regarding both communications that You have sent to us and items of potential interest to You.
4. External Use of Data
Information collected by NLEX will not be transmitted in a non-aggregated form to any third party without prior notification. NLEX shall make best efforts to ensure that Your personal information is only shared with other parties that will market products that are related in nature to those on the Site. All such parties are included within the general scope of the debt industry. Please be aware that the aforementioned companies have not pledged to prevent further dissemination of the information that they receive. You may decline to allow the disclosure of the information for these purposes by sending a written communication to NLEX indicating that such is Your wish.
That paragraph notwithstanding, NLEX expressly reserves the right to disclose the information collected for certain purposes, irrespective of the stated wishes of the User. Specifically, NLEX may disclose the information to those parties, including without limitation the entities that list on the Site, which must be given the information in order to complete the requested transaction. We may use the information collected in order to identify and potentially bring legal action against any party that is interfering with the functioning of the Site. We may also use the information in order to comply with any laws, regulations or court orders which NLEX believes in good faith require the disclosure of such information.
5. Right to Access and Modify Personal Data
At any time, You may submit a request, via either e-mail or traditional mail, that NLEX provide a written summary of the personal information that NLEX has collected about You. You may also, via either e-mail or traditional mail, request that any of the information included in said summary be either modified or deleted. We will comply with any such request so long as we do not, in good faith, conclude that carrying out the request will violate or facilitate the violation of any applicable law.
6. Third Party Links
The Site may include links that will allow You to easily access other Internet websites. NLEX has no control over or responsibility with respect to the privacy policies or the content of any such third parties. NLEX provides links to You only as a convenience, and the inclusion of any link on the Site does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. When You leave the Site, our terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any third-party sites.
7. Intellectual Property
The Site, and all Information therein, contains material owned by either NLEX or the Sellers which is protected under copyright, trademark and other intellectual property laws. NLEX and the Sellers, as applicable, own the copyright to all information and works of authorship on the Site. All trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of NLEX or the Sellers, as applicable. You agree that, other than the right to access the Site and view the information contained on the Site under the terms and conditions set forth herein, You acquire no ownership, title, right or interest of any kind in or to the Site or any portion of any Information on the Site, and that all title, right and interest therein and thereto remains with NLEX (or the Sellers, as may be applicable). You may not copy any of the information provided on the Site and must not copy these documents to any website without NLEX's express written approval.
1. The validity of this agreement and any dispute with respect this agreement is to be resolved in accordance with the state of Illinois. By agreeing to this statement, the User is expressly consenting to the jurisdiction of the courts of the state of Illinois and that the only venue for any such litigation shall be in the circuit court of Madison County, Illinois.
2. User agrees to execute and deliver such further consents, certificates, affidavits, agreements, instruments and other documents as NLEX reasonably requests to effectuate the provisions of this Agreement.
3. USER AGREES THAT NO WARRANTY, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO NLEX, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NLEX DOES NOT WARRANT THAT THE FUNCTIONS OFFERED BY NLEX WILL MEET YOUR REQUIREMENTS, OR WILL OPERATE IN THE MANNER DESIRED BY YOU OR THAT NLEX WILL BE ERROR FREE, OR FREE FROM UNAUTHORIZED INTRUSION. NLEX SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES RESULTING FROM THE USE OF NLEX, INCLUDING, WITHOUT LIMITATION, RELIANCE BY ANY PERSON ON INFORMATION OBTAINED THROUGH NLEX, VIRUS TRANSMISSION, OR DELETION OR LOSS OF FILES OR E-MAIL, LOSS OF DATA OR INFORMATION OF ANY KIND, LOSS OF PROFIT, OR LIABILITY TO THIRD PARTIES, HOWEVER CAUSED, WHETHER BY THE ACT OR NEGLIGENCE OF NLEX OR OTHERWISE.
4. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by any flood, riot, fire, judicial, or governmental action, labor dispute, act of God, or any other similar cause beyond the control of such party, such party shall be excused from such performance under this Agreement.
5. Section and paragraph headings are not to be considered part of this Agreement. They are included solely for the convenience of the parties and are not intended to be full and accurate descriptions of the contents of this Agreement. The recitals set forth at the beginning of this Agreement are an integral part of this Agreement and are incorporated herein by reference as if fully rewritten.