Prequalification

TERMS OF USE

These Terms of Use constitute a legally binding agreement (the “Terms” or “Agreement”) between you (“You” or “Your”) and Change Lending, LLC, dba Change Home Mortgage and Change Wholesale (referred to herein as “Change Lending”), governing Your use of the website(s) (including http://applynow.changemtg.com/), software, and technology platform (collectively, the “Services”). You and Change Lending may each be referenced in these Terms as a “Party” or together as the “Parties.”

PLEASE NOTE THAT THESE TERMS, THE MUTUAL ARBITRATION AND DISPUTE RESOLUTION PROVISION (“MUTUAL ARBITRATION PROVISION”), REQUIRES, WITH LIMITED EXCEPTION, THAT ALL DISPUTES BETWEEN YOU AND CHANGE LENDING AND ANY RELIEF SOUGHT (INCLUDING, WITHOUT LIMITATION, MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) BE SUBMITTED ON AN INDIVIDUAL BASIS TO BINDING AND FINAL ARBITRATION AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION, OR IN ANY PROCEEDING BEFORE A JURY OR IN A COURT OF LAW.

By using any part of the Services, You agree to be bound by these Terms, our Privacy Policy and all other policies, rules, guidelines, terms and conditions established for the Services, which are incorporated herein by reference. You further agree that You are at least eighteen (18) years old and have legal authority to accept these Terms. If You do not want to be bound by these Terms or if You do not agree to these Terms, then You cannot use or access our Services.

In these Terms, “we,” “us,” “our” and “Change Lending” all refer to Change Lending. These words also include any independent contractors or vendors who sometimes do work for us or on our behalf. All references to “You” or “Your,” as applicable, mean the person who accesses, uses, and/or participates in the Services, in any manner, and each of Your heirs, assigns, and successors. If You use the Services on behalf of an entity, organization, or company, You represent and warrant that You have the authority to bind that entity to these Terms. In order to use many aspects of the Services, You must register for and maintain an active Services account (“Account”), and these Terms also govern Your Account and Your use of and access to Your Account.

We may amend these Terms from time to time. Any amendments will be effective upon Change Lending’s posting of such updated Terms on our website(s) or through our Services. Your continued access or use of the Services after such posting confirms Your consent to be bound by the Terms, as amended.

To access some features of the Service, You must register for an Account. When You register for an Account, You may be required to provide us with some information about Yourself (such as Your name, company, e-mail address, phone number, certificates of good standing, payment information, or other information. You agree that the information You provide to us is accurate, current, and complete, and that You will keep it up-to-date at all times. When You register, You will be asked to provide a password. You are solely responsible for maintaining the confidentiality of Your account and password. You accept responsibility for all activities that occur under Your Account. If You have reason to believe that Your Account is no longer secure, You must immediately notify us via our “Help” center. Change Lending will not be liable and You may be liable for losses, damages, liability, expenses, and attorneys’ fees incurred by Change Lending or a third party arising from someone else using Your Account due to Your conduct regardless of whether You have notified us of such unauthorized use. You understand and agree that we may require You to provide information that may be used to confirm Your identity and help ensure the security of Your Account.

You acknowledge that Change Lending does not and cannot control the behavior of the users of our Services. We do our best to make sure that all users of our Services comply with these Terms, but we are note responsible if they do not.

PROHIBITED USES. Use of our Services in the following ways is prohibited (this is not intended to be a complete or exhaustive list, but it will give You an idea of the behavior that is not allowed):

  1. Providing any User Content that violates any laws, infringes the rights (including the intellectual property rights) of others, is defamatory or otherwise creates liability for us;
  2. Copying our Services or using our Services to enable any service that is competitive with us;
  3. Posting links to any third-party websites through our Services;
  4. Scraping, scanning or otherwise using our Service or any information or the meta-data associated therewith to collect or compile data about other users;
  5. Reselling any information obtained from us or while using our Service;
  6. Attempting to compromise the integrity or security of the Services in any way;
  7. Decompiling, reverse engineering or disassembling the Services in any way;
  8. Reproducing, modifying, preparing derivative works based upon, distributing, licensing, leasing, selling, reselling, transferring, publicly displaying, publicly performing, transmitting, streaming, broadcasting or otherwise exploiting the Services in any way except as expressly permitted by Change Lending;
  9. Accessing the Services using any automated processes (such as robots, spiders, etc.) for any reason; or
  10. Harassing, defaming or discriminating against anyone or any entity for any reason and/or engaging in conduct that violates Change Lending’s policies.

Further, You agree that You will not use the Services in any way that would violate any laws, infringe on any rights of others (including, without limitation, intellectual property rights and laws pertaining to non-discrimination, equal opportunity, and the Fair Credit Reporting Act), or otherwise create liability for Change Lending.

USERS OF THE SERVICE AND USER CONTENT. Change Lending’s Services may include a communications platform. In such event, we will not edit the communications that flow through the Services. Change Lending provides a platform that acts as a passive conduit for receipt of information that You provide or solicit. As a result, we are not responsible for the accuracy or completeness of such communications or information. We are not liable for any content, delays, errors, omissions, loss or damage incurred as a result of Your use of our Services, including from or based on Your communications with other users. Under no circumstances will Change Lending be liable for denial of access to any content in our Services. Change Lending is not responsible for incomplete, lost, late, undelivered or misdirected messages between users of our Services.

As a user, the Services may permit You to submit, upload, publish or otherwise make available to Change Lending through the Services textual, audio, and/or visual content and information, commentary and feedback related to the Services and other users, initiation of Services or support requests, and submission of entries ("User Content") (that may or may not be viewable by other users) through the Services.

You must use Your real name and company and all the information You give us must be truthful and honest at all times. We do not guarantee the identity of the other users You may communicate with when using the Services. Any User Content or information transmitted through the Services is the sole responsibility of the user from which such User Content or information originated, and Change Lending is not liable for any omissions or errors. We also do not guarantee the authenticity of the data that users provide. If You see any information that is inaccurate, You must report it to Change Lending, and can do so by contacting us at [support@changemtg.com].

Any User Content provided by You remains Your property. However, by providing User Content to Change Lending, You grant Change Lending a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Change Lending’s business and on third-party sites and services), without further notice to or consent from You, and without the requirement of payment to You or any other person or entity.

You acknowledge and agree that Change Lending and its designees may or may not (but do not assume any obligation to), at Change Lending’s discretion, pre-screen User Content before its appearance on the Services. You further acknowledge and agree that Change Lending reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content that is contributed to the Services. Additionally, Change Lending has the right to remove any User Content that violates these Terms or is otherwise objectionable in Change Lending’s sole discretion. You acknowledge and agree that Change Lending does not verify, adopt, ratify, or sanction User Content, and You agree that You must evaluate and bear all risks associated with Your use of User Content or Your reliance on the accuracy, completeness, or usefulness of User Content.

During use of the Service, You may engage a third-party or other user through the Service. Any such activity, and any interactions, disputes, terms, conditions, warranties or representations associated with that activity, is solely between You and the applicable third-party or other user. Change Lending and its licensors shall have no liability, obligation or responsibility for any purchase or transaction between You and any third-party or other user. In no event shall Change Lending or its licensors be responsible for any content, products, services or other materials available from third-parties or other users. Certain third-parties or other users may require Your agreement to additional or different terms and conditions prior to Your engagement, and Change Lending disclaims any and all responsibility or liability arising from such agreements between You and third-parties or other users.

USE OF YOUR CONTENT. You acknowledge that any User Content provided by You remains Your property. Further, You acknowledge that Change Lending does not provide any compensation for User Content that You post on or through the Services. You agree that User Content that You post on or through the Services shall be deemed to be non-confidential and non-proprietary, and Change Lending shall have no obligation of any kind with respect to such information. When You post User Content, You grant Change Lending a worldwide, perpetual, irrevocable, transferable, royalty-free, non-exclusive license, with the right to sublicense, to use, copy, reproduce, edit, adapt, translate, modify, create derivative works of, distribute, publicly display, publicly perform, sell, lease, transmit, communicate to the public, disassemble, publish and otherwise exploit in any manner such User Content in connection with Change Lending, or its partners’ or affiliates’ business(es), in whole or in part, in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Change Lending’s business(es) and on third-party sites and services), for any purpose whatsoever, including without limitation for promoting or redistributing part or all of the Services (and derivative works thereof) in any media formats and through media channels, without further notice to or consent from You, unless expressly agreed otherwise in writing, and without the requirement of payment to You or any other person or entity. Further, Change Lending shall be free to use any ideas, concepts, know-how or techniques contained in User Content for any purpose whatsoever in connection with our business(es) or the business of our partners or affiliates, without notice to, approval by, or compensation to You, including but not limited to developing, manufacturing and marketing products incorporating such information. In the interest of clarity, the license granted to Change Lending shall survive termination of the Service or Your account.

USERS OUTSIDE THE UNITED STATES. Although the Services are accessible over the Internet and therefore available worldwide, the Services are intended for residents of and business in the United States. If You choose to access the Services from locations outside the United States, such conduct is at Your own risk and subject to the laws of the United States, which may differ from the laws and regulations in Your state or home country, and You are responsible for compliance with any local laws and regulations. Nothing in the Services should be interpreted as a promotion or solicitation for any service of any nature that is not authorized by the laws and regulations of the country where You are located.

DISCLAIMER OF WARRANTY. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY CHANGE LENDING TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CHANGE LENDING MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. CHANGE LENDING DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT THE SERVICE OR ANY PRODUCTS OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR THAT THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

CHANGE LENDING’S SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CHANGE LENDING IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

CHANGE LENDING RELIES UPON USERS OF THE SERIVE TO PROVIDE ACCURATE INFORMATION. CHANGE LENDING DOES NOT REPRESENT OR WARRANT THAT SUCH INFORMATION ACCESSIBLE THROUGH THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICE IS SOLELY AT YOUR OWN RISK.

CHANGE LENDING DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OFFERED BY USERS OF THE SERVICE, AND CHANGE LENDING WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND OTHER USERS OF PRODUCTS OR SERVICES.

LIMITATION OF LIABILITY. IN NO EVENT SHALL CHANGE LENDING’S TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF TWO HUNDRED DOLLARS ($200) OR THE ACTUAL AMOUNT OF MONEY RECEIVED BY US FROM YOU DURING THE SIX (6) MONTHS PRECEDING THE DATE OF YOUR CLAIM AGAINST US. IN NO EVENT SHALL CHANGE LENDING OR ANY OF OUR PARTNERS, AGENTS, AFFILIATES, OFFICES, DIRECTORS, REPRESENTATIVES, EMPLOYEES, THIRD PARTY PROVIDERS OR CONTENT PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FORM OF INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THE USE OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO THE RESULTS OF YOUR USE OF THE SERVICES, EVEN IF WE AND/OR OUR LICENSORS WERE PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THIS LIMITATION OF LIABILITY SECTION APPLIES FULLY IN ALL STATES.

AMONG OTHER THINGS, THE SERVICE CONNECTS USERS FOR THE PURPOSES OF FACILITATING TRANSACTIONS RELATED TO RESIDENTIAL WHOLE MORTGAGE LOANS. CHANGE LENDING WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY USER, AND YOU EXPRESSLY WAIVE AND RELEASE CHANGE LENDING FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO USERS OF THE SERVICE. CHANGE LENDING WILL NOT ASSESS THE QUALITY OR LEGALITY OF THE PRODUCTS PROVIDED BY USERS ON THE SERVICE, AND YOU EXPRESSLY WAIVE AND RELEASE CHANGE LENDING FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE PRODUCTS PROVIDED BY USERS OF THE SERVICE. CHANGE LENDING WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES. RESPONSIBILITY FOR THE DECISIONS MADE RESTS SOLELY WITH THE USER. IN ADDITION, WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTIES, AND YOU EXPRESSLY WAIVE AND RELEASE CHANGE LENDING FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SERVICE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

INDEMNIFICATION. You are responsible for Your use of the Service, and You agree to defend (at Change Lending’s option), indemnify, and hold harmless Change Lending and its officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business partners, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with:

  1. Your violation of any of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation;
  2. Your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or
  3. Any dispute or issue between You and any third party, including, but not limited to other users.

Change Lending reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations) and You agree to cooperate with our defense of that claim. If the defense or settlement is assumed by You, Change Lending may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim that You are defending on behalf of Change Lending without Change Lending’s prior written consent.

This provision does not require You to indemnify Change Lending for any unconscionable practice by such party, or for such party’s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform or the Services.

You agree that the provisions in this section will survive any termination of Your account, this Agreement, or Your access to the Services.

CONSENT TO RECEIVE COMMUNICATIONS. By using the Service, You agree and consent to be contacted by, and to receive and accept communications from Change Lending and authorized partners, representatives, and/or affiliates via different communication methods, including but not limited to email(s), SMS/text message(s), push notification(s), and/or phone call(s) to contact information, including telephone number(s), You provide to Change Lending. By consenting to being contacted, You understand and agree that You may receive communications—including artificial or pre-recorded messages and/or automated systems, such as automatic telephone dialing systems—sent by or on behalf of Change Lending on various subjects, including but not limited to: (1) operational or transactional communications, such as those concerning Your Account or use of the Platform; (2) communications relating to the Services; (3) promotions, advertising, and/or marketing; (4) news concerning Change Lending and industry developments that affect Your relationship with Change Lending; and (5) Account verification communications. Message and data rates may apply. By consenting to be contacted, You represent that the telephone number(s) that You have provided to Change Lending is Your contact information, that You are permitted to receive calls at such telephone number(s), and that You will promptly alert Change Lending whenever You stop using or change a particular telephone number.

MARKETING COMMUNICATIONS & OPT-OUT: By using the Service, You agree and consent that Change Lending, its partners, affiliates, or representatives may contact You (including for marketing and promotional purposes from Change Lending or our third-party partners where permitted by law) by email, phone, push notifications, SMS/text message(s), or by other comparable means (including artificial or pre-recorded messages and/or automated systems, such as automatic telephone dialing systems) at the email address(es), phone(s), or phone number(s) You provide to Change Lending. YOU CAN UNSUBSCRIBE FROM CHANGE LENDING’S MARKETING EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE MARKETING EMAIL ITSELF OR EMAIL [SUPPORT@CHANGEMTG.COM]. PLEASE BE ADVISED THAT IF YOU OPT OUT OF MARKETING EMAILS, CHANGE LENDING MAY STILL SEND YOU EMAILS ABOUT YOUR ACCOUNT OR ANY TRANSACTIONS BETWEEN THE PARTIES. FURTHER, IF YOU WISH TO OPT OUT OF MARKETING TEXT OR SMS MESSAGES, IN RESPONSE TO SUCH A MESSAGE YOU MAY REPLY “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGE. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE MARKETING TEXTS OR CALLS AS A CONDITION OF USING CHANGE LENDING.

INTELLECTUAL PROPERTY RIGHTS. Change Lending retains all rights and ownership in and to the Services (including all intellectual property rights therein), except as otherwise expressly provided herein. These rights include, without limitation, database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. We always appreciate suggestions for enhancements and new features and functionality in our Services (“Feedback”), but if You communicate Feedback to us in any way, You hereby give ownership of and assign those ideas to us completely and we can do what we like with them without owing You anything. Change Lending and other Change Lending logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks, or trade dress of Change Lending in the United States and/or other countries (collectively, the “Change Lending Marks”).

NOTICE OF ANY CLAIMED COPYRIGHT INFRINGEMENT (DIGITAL MILLENNIUM COPYRIGHT ACT INFORMATION). In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, it is the policy of Change Lending, in appropriate circumstances, to terminate the registration account of a user who is deemed to infringe third-party intellectual property rights and/or to remove user content that is deemed to be infringing. If You believe that Your work has been copied in a way that constitutes copyright infringement and is displayed on the Service, please contact us at [copyright@changemtg.com] or Change Lending, Attn: Legal, 16845 Von Karman Avenue, Suite 200, Irvine, California 92606. For other inquiries or questions, please contact us via our Help Center. Please also note that, pursuant to Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

MUTUAL ARBITRATION AND DISPUTE RESOLUTION. Arbitration of Disputes. The Parties mutually agree to resolve any and all disputes between them or between You and Change Lending or any of Change Lending’s parents, subsidiaries, affiliates, successors, assigns, officers, directors, employees, and/or agents exclusively through final, binding, and individual arbitration instead of filing a lawsuit in court (except as otherwise provided below). However, this Mutual Arbitration Provision does not cover disputes that, as a matter of law, may not be subject to arbitration agreements.

Arbitration Governed by the FAA. Change Lending and You expressly agree that this Mutual Arbitration and Dispute Resolution provision is a licensing agreement governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”). Change Lending and You expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Mutual Arbitration Provision, and that the FAA shall apply to any and all disputes between the Parties, including, but not limited to those arising out of or relating to this Agreement, Your provision of Services under this Agreement, the remuneration paid or received by You under this Agreement, the termination of this Agreement, the suspension or deactivation of Your Change Lending Account, and all other aspects of Your relationship with Change Lending, past or present, whether arising under federal, state, or local law. The Parties expressly agree that this Agreement shall be governed by the FAA even in the event You and/or Change Lending are otherwise exempted from the FAA. Any disputes in this regard shall be resolved exclusively by an arbitrator. In the event, but only in the event, the arbitrator determines the FAA does not apply, this arbitration agreement will be governed by the laws of the state of California.

INFORMAL DISPUTE RESOLUTION. Before commencing individual arbitration, the Parties must engage in a good-faith effort to resolve any claim covered by this Mutual Arbitration Provision through an informal telephonic dispute resolution conference between You and Change Lending. The informal telephonic dispute resolution conference shall be individualized such that a separate conference must be held each time either Party intends to commence individual arbitration. The Party initiating the claim must give notice to the other Party in writing of its, his, or her intent to initiate an informal telephonic dispute resolution conference, which shall occur between thirty (30) and sixty (60) days of the other Party receiving such notice, unless an extension is mutually agreed upon by the Parties. In the interval between the Party receiving such notice and the informal telephonic dispute resolution conference (“Negotiation Period”), nothing in either this Mutual Arbitration Provision specifically or this Agreement generally shall prohibit the Parties from engaging in informal communications to resolve the initiating Party’s claims. Engaging in an informal telephonic dispute resolution conference is a condition precedent that must be fulfilled before commencing individual arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the Parties engage in the informal dispute resolution process required by this paragraph.

INITIATING ARBITRATION. Only after the Parties have engaged in a good-faith effort to resolve the dispute through an informal telephonic dispute resolution conference, and only if those efforts fail, either You or Change Lending may initiate arbitration by notifying the other Party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name, telephone number, mailing address, and email address of the Party seeking arbitration (if You are seeking arbitration, the email address provided must be the email address associated with Your Change Lending Account); (2) a statement of the legal claims being asserted and the factual basis of those claims; and (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); (4) the original personal signature of the Party seeking arbitration; and (5) the Party’s portion of any applicable filing fee. Any demand for arbitration by You must be delivered to Change Lending, Attn: Legal, 16845 Von Karman Avenue, Suite 200, Irvine, California 92606.

CLASS ACTION WAIVER. Change Lending and You mutually agree that any and all disputes or claims between the Parties will be resolved in individual arbitration. The Parties further agree that by entering into this Agreement, they waive the right to have any dispute or claim brought, heard, administered, resolved, or arbitrated as a class, collective, representative, or mass action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective, representative, and/or mass action, or to award relief to anyone but the individual in arbitration (“Class Action Waiver”).

ARBITRATION PROCEEDINGS. Any arbitration shall be governed by the JAMS Comprehensive Arbitration Rules and Procedures (and in accordance with the Expedited Procedures in those Rules where agreed upon by both parties) (“JAMS Rules”), except as follows: (1) Unless applicable law provides otherwise, as determined by the arbitrator, Change Lending and You shall equally share filing fees and other similar and usual administrative costs, that are commonly shared in both court and administrative proceedings, such as court reporter costs and transcript fees. Change Lending shall pay any costs that are uniquely associated with arbitration, such as payment of the arbitrator and room rental; (2) If a Party timely serves an offer of judgment under Federal Rule of Civil Procedure 68, or any other state-law equivalent, and the judgment that the other Party finally obtains is not more favorable than the unaccepted offer, then the other Party shall pay the costs, including filing fees, incurred after the offer was made; (3) Both Parties agree not to oppose or interfere with any negotiations or agreements between the other Party and the arbitration administrator, or individual arbitrator, relating to a Party’s portion of the fees. The arbitrator, however, may disallow any private agreement between an administrator, on the one hand, and the negotiating party, on the other hand, if the arbitrator believes that the private agreement undermines his or her neutrality as arbitrator; (4) The arbitrator may issue orders (including subpoenas to third-parties) allowing the Parties to conduct discovery sufficient to allow each Party to prepare that Party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes; (5) Except as provided in the Class Action Waiver, the arbitrator may award all remedies to which a Party is entitled under applicable law and which would otherwise be available in a court of law, including, but not limited to the imposition of sanctions under the Federal Rules of Civil Procedure, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The arbitrator shall apply the state or federal substantive law, or both, as is applicable; (6) The arbitrator may hear motions to dismiss and/or motions for summary judgment. An arbitrator may not permit the filing of a motion for summary judgment until after the Parties have conducted discovery to support their claims and defenses. Any motion to dismiss and/or motion for summary judgment shall otherwise be governed by the standards of the Federal Rules of Civil Procedure governing such motions; (7) The arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law; (8) Any finding that a claim or counterclaim was filed for purposes of harassment or is frivolous shall entitle the other Party to recover its, his, or her attorneys’ fees, costs, and expenses; (9) Either Change Lending or You may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Section may be rendered ineffectual; and (10) The arbitrator may consider, but under no circumstances is the arbitrator bound by, decisions reached in separate arbitrations. If at any time the arbitrator or arbitration administrator fails to enforce the terms of this Mutual Arbitration Provision, either Party may seek to enjoin the arbitration proceeding in a court of competent jurisdiction, and the arbitration shall automatically be stayed pending the outcome of that proceeding. Regardless of any other terms of this Agreement, nothing prevents You from pursuing enforcement actions through a government agency, if the law allows.

OPT OUT. Arbitration is not a mandatory condition of Your contractual relationship with Change Lending, and therefore You may opt out of this Mutual Arbitration Provision. In order to opt out, You must notify Change Lending of Your intention to opt out by submitting to Change Lending, via USPS Priority Mail or hand delivery to Change Lending, Attn: Legal, 16845 Von Karman Avenue, Suite 200, Irvine, California 92606, a written notice identifying the email address and telephone number associated with Your Change Lending account and stating that You are opting out of this Mutual Arbitration Provision. This written notice must be signed by You, and not any attorney, agent, or other representative of Yours. In order to be effective, Your opt-out notice must be postmarked or received by Change Lending within thirty (30) days of Your creating an Account, or the effective date of these Terms, whichever is later. If You opt out as provided in this subparagraph, You will not be subject to any adverse action as a consequence of that decision and may pursue available legal remedies without regard to this Mutual Arbitration Provision. If You do not opt out within thirty (30) days of creating an Account, Your failure to do so shall constitute mutual acceptance of the terms of this Mutual Arbitration Provision by Change Lending and You.

If You opt out of this Mutual Arbitration Provision, and at the time of Your receipt of this Agreement You were bound by an existing agreement to arbitrate disputes arising out of or relating to Your use of the Services, then that existing arbitration agreement shall remain in full force and effect, and, unless provided by the prior agreement, either Party may apply to a court under 9 U.S.C. § 5 for an order appointing an arbitrator or arbitration provider to resolve in individual arbitration the Parties’ disputes arising out of or relating to such existing agreement to arbitrate.

You may only opt out on behalf of Yourself. A written notice submitted to Change Lending indicating Your intention to opt out may apply, at most, to You. You (and Your agent or representative) may not effectuate an opt out on behalf of third-parties or other users.

Your decision to opt out of this Mutual Arbitration Provision will relieve You only of Your obligation to arbitrate the disputes specified in this Mutual Arbitration Provision, and does not relieve You of any obligation to arbitrate disputes not specified in this Mutual Arbitration Provision that might arise under any Change Lending policies and/or agreements to which You may be bound. Similarly, Your decision to opt out of another arbitration provision contained in any other agreement shall not relieve You of Your obligation to arbitrate disputes pursuant to this Mutual Arbitration Provision.

IMPACT ON PENDING LITIGATION. This Mutual Arbitration Provision shall not affect Your standing with respect to any litigation between Change Lending and You that is already pending in a federal or state court or arbitration as of the date of Your receipt of this Mutual Arbitration Provision (“Pending Litigation”). This subsection shall not apply to any litigation between Change Lending and You that is filed in a federal or state court or arbitration at any point after Your receipt of this Mutual Arbitration Provision; such actions shall be subject to mutual arbitration. Thus:

  1. If You are or previously were authorized to use the Platform, and at the time of Your receipt of this Mutual Arbitration Provision You were not bound by an existing arbitration agreement, You shall remain eligible to participate in any Pending Litigation to which You were a party or participant regardless of whether You opt out of this Mutual Arbitration Provision.
  2. If, at the time of Your receipt of this Mutual Arbitration Provision, You were bound by an existing arbitration agreement with Change Lending, that arbitration agreement shall continue to apply to any Pending Litigation, even if You opt out of this Mutual Arbitration Provision.
  3. If, at the time of Your receipt of this Mutual Arbitration Provision, You were not previously a Professional authorized to use the Platform, then this Mutual Arbitration shall apply to all covered disputes and any Pending Litigation unless You timely opt out of this Mutual Arbitration Provision.

RIGHT TO CONSULT WITH AN ATTORNEY: You have the right to consult with private counsel of Your choice, at Your own expense, with respect to any aspect of, or any claim that may be subject to this Mutual Arbitration Provision.

SEVERABILITY. In the event any section, subsection, or portion of this Mutual Arbitration Provision is deemed unenforceable, it shall be severed from the Agreement such that the remainder of this Mutual Arbitration Provision shall be enforceable to the fullest extent permitted by law. In any case in which (1) the dispute is filed as a class, collective, mass, or representative action, and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid or unenforceable, the class, collective, mass, or representative action to that extent must be severed and litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is valid and enforceable shall be enforced in arbitration.

MODIFICATION OF TERMS. Change Lending reserves the right, in its sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice, and such changes will be effective immediately upon posting, except as set forth herein. In the case of a material change to the Terms, including a material change to the Mutual Arbitration Provision, Change Lending will notify You of changes by posting on the Change Lending website(s), sending You a message, and/or otherwise notifying You when You are logged into Your account. Such modifications will become effective thirty (30) days after the earliest of: (a) the modification being posted in the Services; or (b) Change Lending’s transmission of a message to and/or otherwise notifying You about the modifications (collectively, the “Notice Period”). Your continued use of the Service after the Notice Period shall constitute Your consent to the changes. If You do not agree, You cannot use the Services. You acknowledge and agree that if Change Lending modifies any provision of these Terms, other than the Mutual Arbitration Provision, You will not have a renewed opportunity to opt out of arbitration. You further acknowledge and agree that unless the Mutual Arbitration Provision is materially different from any prior arbitration provision with Change Lending to which You may be bound, Your acceptance of these Terms does not create a renewed opportunity to opt out of arbitration (if applicable).

CONFIDENTIALITY. You acknowledge and agree that when using the Service, You may have direct or indirect access or exposure to Change Lending’s confidential information as well as confidential information of other users ("Confidential Information"). Confidential Information includes Change Lending’s or its users’ data, information, identities, products, assets, marketing, business plans, financial, technical, operational and such other nonpublic information (whether disclosed in writing or verbally) that Change Lending designates as being proprietary or confidential or that You should reasonably know to treat as confidential.

Without limiting any other or additional obligations of confidentiality, You acknowledge and agree that: (1) all Change Lending’s Confidential Information shall remain the exclusive property of the Change Lending; (2) You shall not use Confidential Information for any purpose except in furtherance of Your use of the Service; (3) You shall not disclose Confidential Information to any third party; and (d) You shall not store or keep Confidential Information and shall return or destroy (with confirmation of destruction) all Confidential Information upon the termination of Your use of the Service or at the request of Change Lending. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (1) is or becomes part of the public domain through no action or omission by You; (2) was possessed by You prior to Your use of the Service without an obligation of confidentiality; or (3) is disclosed to You by a third party having no obligation of confidentiality with respect thereto.

GOVERNING LAW. These Terms are governed by the laws of the State of California without regard to conflict of law principles, with the exception of the mutual agreement to arbitrate disputes, which shall be governed by the Federal Arbitration Act. Subject to the arbitration terms and conditions set forth herein, You agree that THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES (INCLUDING YOUR USE OF AND ACCESS TO CHANGE LENDING’S PLATFORM AND WEBSITE(S)) SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either party has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s intellectual property rights, or You have otherwise violated any of Your use and access restrictions above, in which case the parties acknowledge and agree that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought. No joint venture, partnership, employment, or agency relationship exists between You, Change Lending or any third-party as a result of the Terms or use of the Service.

WAIVER AND SEVERABILITY. Except as explicitly described hereof, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of Change Lending to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Change Lending in writing.

ENTIRE AGREEMENT. These Terms comprise the entire agreement between You and Change Lending and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained in these Terms.

NOTICE. Change Lending may give notice by any means of communication reasonably anticipated to notify You of the information provided. You agree that all notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that You have the ability to store such electronic communications such that they remain accessible to You in an unchanged form. By way of example only, such communication may be a general notice on the Service or via email to the email address listed on Your Change Lending account. It is Your obligation to update Your account information so that we may contact You as may be necessary. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent via first class mail or pre-paid post) or upon dispatching (if sent via electronic communication). You may give notice to Change Lending, addressed to the attention of Legal, and such notice shall be deemed given when received by Change Lending by letter delivered by a nationally recognized overnight delivery service or first class postage prepaid mail to Change Lending Attn: Legal, 16845 Von Karman Avenue, Suite 200, Irvine, California 92606.

ASSIGNMENT. This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without Change Lending’s express prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. Change Lending may assign this Agreement or any of its rights under this Agreement to any third party with or without your written consent.

TERM AND TERMINATION. These Terms are effective until terminated by You or Change Lending as described below. Your rights under these Terms will terminate automatically without notice from Change Lending if You fail to comply with any of these Terms. In addition, Change Lending may in its sole discretion terminate Your user account on the Service or suspend or terminate Your access to the Service at any time without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service) without notice to You. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of Your access to or use of the Service. You may terminate these Terms at any time by closing Your account and ceasing use of the Service. The sections intended to survive termination are Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Copyright, Mutual Arbitration and Dispute Resolution, and Termination.