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PGP, LLC d/b/a OfferMarket | OfferMarket Capital LLC
Effective Date: May 19, 2026
IMPORTANT – PLEASE READ CAREFULLY. THESE TERMS CONTAIN A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, AND MASS-ARBITRATION WAIVER IN SECTION 15. BY USING THE OFFERMARKET WEBSITE OR SERVICES, YOU AGREE THAT YOU AND OFFERMARKET WILL RESOLVE ALL DISPUTES BETWEEN YOU AND OFFERMARKET (INCLUDING ITS AFFILIATES, SUCH AS OFFERMARKET CAPITAL LLC) THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, AND THAT YOU GIVE UP YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS-ARBITRATION PROCEEDING AGAINST OFFERMARKET. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION WITHIN 30 DAYS AS DESCRIBED IN SECTION 15.10.
Last Updated: May 19, 2026
These Terms of Service (the “Terms”) form a binding legal agreement between you and PGP, LLC d/b/a OfferMarket, a Maryland limited liability company (“OfferMarket,” “we,” “us,” or “our”), and govern your access to and use of the website located at offermarket.us, any subdomains, mobile applications, APIs, and all related products, features, content, tools, calculators, communications, and services we make available (collectively, the “Services”). “OfferMarket” includes our affiliates, including without limitation OfferMarket Capital LLC, which is a wholly owned subsidiary of PGP, LLC.
By accessing or using the Services, by creating an account, by clicking a button or checkbox indicating acceptance, by submitting a form, by referring a user, by applying for a loan, or by otherwise interacting with the Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Services.
If you are accessing the Services on behalf of an entity (such as your employer, a borrower entity, or any other principal), you represent and warrant that you are authorized to bind that entity, and “you” means both you personally and that entity, jointly and severally.
You must be at least 18 years old and legally able to enter into binding contracts to use the Services. The Services are intended for business and investment users and are not directed to or intended for children. OfferMarket does not knowingly collect personal information from any child under the age of 13 in violation of the Children’s Online Privacy Protection Act, 15 U.S.C. §§ 6501 et seq. (“COPPA”), and if OfferMarket becomes aware that it has collected personal information from a child under 13, OfferMarket will delete such information promptly. If you create an account, you agree to provide accurate and complete information, to keep it current, and to maintain the security of your credentials. You are responsible for all activity on your account. We may suspend, restrict, or terminate access to the Services at any time, with or without notice, for any reason or no reason.
OFAC and Sanctions. You represent and warrant that you, and (if you are accessing on behalf of an entity) the entity and each of its beneficial owners, directors, officers, and managers, are not (a) named on, or owned or controlled by any person named on, the U.S. Department of the Treasury’s Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, the Foreign Sanctions Evaders List, or any other U.S. government sanctions list, (b) ordinarily resident in or organized under the laws of any country or region subject to comprehensive U.S. economic sanctions, or (c) otherwise the target of any U.S., U.N., U.K., or E.U. sanctions. You will not use the Services in violation of any sanctions, export control, or anti-money-laundering law.
The Services include, without limitation, the following:
OfferMarket operates an online marketplace (the “Marketplace”) on which third-party users post listings for the sale of investment real property and for the assignment of equitable interests in purchase contracts on investment real property (collectively, “Listings”), and on which other third-party users browse Listings, communicate with sellers and wholesalers, schedule tours, and submit offers. YOU ACKNOWLEDGE AND AGREE THAT NEITHER OFFERMARKET NOR ANY OF ITS AFFILIATES (INCLUDING OFFERMARKET CAPITAL LLC) IS A LICENSED REAL ESTATE BROKER, REAL ESTATE SALESPERSON, REAL ESTATE AGENT, REAL ESTATE AGENCY, AUCTIONEER, ATTORNEY, ESCROW AGENT, TITLE AGENT, APPRAISER, HOME INSPECTOR, OR PROPERTY MANAGER, AND OFFERMARKET DOES NOT REPRESENT BUYERS OR SELLERS IN THE PURCHASE, SALE, EXCHANGE, LEASE, AUCTION, NEGOTIATION, OR FINANCING OF REAL PROPERTY. OfferMarket does not list, market, advertise, negotiate, solicit, procure, hold out, or otherwise act on behalf of any owner of real property, except where expressly indicated in writing for an OfferMarket Exclusive Listing (as defined in Section 2.1.10), and even in that case OfferMarket’s role is limited to providing technology and marketing services in jurisdictions where such activity does not require a real estate license.
OfferMarket’s role with respect to Listings posted by third parties is limited to providing the technology platform on which third-party content is hosted, displayed, indexed, searched, and routed. OfferMarket is an interactive computer service provider for purposes of 47 U.S.C. § 230 with respect to all User Content (including Listings), and the protections, defenses, and immunities available under Section 230 and analogous state laws are expressly reserved. The selection of categories, search filters, marketing emails, and recommendations does not constitute the creation or development of Listing content, and OfferMarket does not adopt or endorse any Listing. OfferMarket does not own, control, inspect, possess, or have any property interest in any property that is the subject of a third-party Listing, and is not a party to any contract of sale, assignment agreement, lease, or any other agreement between users of the Marketplace.
Listings, photographs, descriptions, comparables, valuations, rent estimates, repair estimates, ARV estimates, after-repair-value estimates, due diligence reports, title information, occupancy information, and any other content related to a property (collectively, “Listing Content”) are provided by users and other third parties. Neither OfferMarket nor any OfferMarket Party makes any representation or warranty, express or implied, as to the accuracy, completeness, currency, legality, marketability, title, condition, value, suitability, rent potential, repair cost, or investment merit of any Listing or Listing Content. References on the Services to “verified,” “screened,” “vetted,” “pre-approved,” “approved,” “qualified,” “POF-verified,” “proof-of-funds verified,” or similar terms mean only that OfferMarket has performed limited, automated, or self-attested checks of certain information at a point in time as described in Section 2.1.8, and do not constitute any guarantee, warranty, certification, endorsement, recommendation, fiduciary duty, or assumption of liability with respect to the user or the property.
You are solely responsible for conducting independent due diligence before entering into any transaction concerning any Listing, including: (a) inspecting the property and obtaining professional inspections; (b) verifying title, liens, encumbrances, restrictions, and easements with a qualified attorney and licensed title company; (c) verifying zoning, code compliance, permits, certificates of occupancy, and any open code or building violations; (d) obtaining your own appraisal, broker price opinion, or other valuation; (e) verifying tenancy, leases, rent rolls, and any tenant rights; (f) verifying flood zone, environmental conditions, and natural-hazard disclosures; (g) verifying the seller’s or wholesaler’s authority to sell or assign, and (in the case of a wholesale assignment) confirming the underlying contract permits assignment and the original seller has been informed of and consented to the assignment to the extent required by applicable law; and (h) obtaining advice from your own attorney, accountant, tax advisor, and other qualified professionals. You acknowledge that calculators, market-research content, comparable-sales information, blog posts, podcasts, videos, and similar resources on the Services are general information only, are not professional advice, and may be inaccurate, incomplete, or out of date.
OfferMarket is not your agent, broker, fiduciary, or adviser, owes you no fiduciary duty, and has no obligation to negotiate on your behalf, obtain the best price or terms for you, or disclose any information beyond what is required by law. You acknowledge that OfferMarket may receive compensation from users (including Listing fees, transaction fees, marketing fees, success fees, referral fees from lenders and insurance partners, and other consideration) and that OfferMarket has a financial interest in the volume of transactions on the Marketplace. You agree that none of the foregoing creates an agency, brokerage, fiduciary, or partnership relationship between OfferMarket and you.
A user who posts a Listing offering to assign equitable interest in a purchase contract for real property (a “Wholesaler-Lister”) represents, warrants, and covenants, each time the Wholesaler-Lister posts or updates a Listing, that: (i) the Wholesaler-Lister has executed a binding purchase contract with the legal owner of the property granting the Wholesaler-Lister equitable interest in the property; (ii) the purchase contract expressly permits assignment, or the Wholesaler-Lister has otherwise obtained the seller’s written authority to assign; (iii) the Wholesaler-Lister has disclosed to the original seller, in writing and in advance of marketing on the Marketplace, the Wholesaler-Lister’s intent to assign the contract and the nature of the assignment fee (to the extent required by applicable state law, including Maryland’s wholesaler disclosure requirements (SB 1067 / HB 1149, eff. Oct. 1, 2025), Tennessee SB 909, Oklahoma SB 1075, Illinois’ Real Estate License Act, Pennsylvania’s Act 52, North Carolina HB 797, Oregon’s wholesaler registration law, Connecticut HB 7287, and any analogous law); (iv) the Wholesaler-Lister is in compliance with all applicable real estate licensing, wholesaler licensing, wholesaler registration, disclosure, marketing-restriction, cancellation-right, and earnest-money-handling laws in the state where the property is located and, where required, holds a valid real estate license or wholesaler registration; (v) the marketing of the Listing on the Marketplace does not constitute unauthorized brokerage activity in the state where the property is located; (vi) the Wholesaler-Lister is not subject to any cease-and-desist order, license suspension, or pending enforcement action by any real estate commission or consumer protection agency related to wholesaling activity; and (vii) the Listing accurately describes the property and the Wholesaler-Lister’s equitable interest, and does not represent that the property itself is for sale by the Wholesaler-Lister as owner. OfferMarket may, at its sole discretion, require the Wholesaler-Lister to submit documentation evidencing the foregoing before posting a Listing, but is under no obligation to do so, and OfferMarket’s receipt or non-receipt of such documentation does not constitute verification of the underlying facts. Wholesaler-Listers acknowledge that state wholesaling laws are changing rapidly and that compliance is the Wholesaler-Lister’s sole responsibility.
A user who posts a Listing offering to sell real property the user owns of record (a “Seller-Lister”) represents, warrants, and covenants that the Seller-Lister is the legal owner of record (or a duly authorized representative), has good and marketable title (or has disclosed any title defect known to the Seller-Lister), and has the legal right and authority to sell the property. A user submitting an offer or expression of interest in a Listing (a “Buyer”) represents, warrants, and covenants that the Buyer is acting in good faith, is financially capable of performing as offered, is acquiring the property for business or investment purposes consistent with Section 8, and is not knowingly submitting an offer for the purpose of harassing, defrauding, or wasting the time of the Seller-Lister or Wholesaler-Lister.
OfferMarket may offer a buyer-screening function, including a “Proof-of-Funds Verified” or “POF-Verified” status. OfferMarket’s buyer-screening function is limited to a review, at a point in time, of documentation submitted by the user, which may include a bank statement, a soft credit pull, a lender pre-approval, or a self-attestation. OfferMarket does not (a) authenticate the underlying documents against the issuing institution, (b) confirm that funds remain available, (c) confirm the source or legality of funds, (d) underwrite or pre-approve any loan, or (e) guarantee that any Buyer is able or willing to close any transaction. “POF-Verified” status is informational only, expires periodically, and may be revoked or modified by OfferMarket at any time without notice. No Seller-Lister, Wholesaler-Lister, or other user may rely on “POF-Verified” or any similar designation as a guarantee, warranty, or representation by OfferMarket regarding the Buyer’s identity, financial capacity, intent, or ability to perform.
You acknowledge that all Listings and communications on the Marketplace are subject to the Fair Housing Act, 42 U.S.C. §§ 3601 et seq., the Civil Rights Act of 1866, state and local fair-housing laws, the Equal Credit Opportunity Act, and analogous laws (collectively, “Fair Housing Laws”). You will not post, transmit, or otherwise make available through the Services any Listing, description, photograph, communication, or content that indicates any preference, limitation, restriction, or discrimination based on race, color, religion, sex (including sexual orientation and gender identity), familial status, national origin, disability, age, source of income, military or veteran status, marital status, or any other characteristic protected by applicable law. You will not use the Services’ messaging, filtering, search, or buyer-screening features in any manner that violates Fair Housing Laws. You agree that the foregoing applies to your conduct as a Seller-Lister, Wholesaler-Lister, Buyer, lender, broker, agent, contractor, or in any other capacity. You will defend, indemnify, and hold harmless the OfferMarket Parties from and against any claim alleging that you violated this Section 2.1.9. OfferMarket may remove or restrict any Listing or communication that, in its sole discretion, may violate Fair Housing Laws or these Terms, but is under no obligation to monitor.
Certain Listings may be designated as “OfferMarket Exclusive” or “OfferMarket Portfolio Deals.” An OfferMarket Exclusive Listing means a Listing for which OfferMarket has been engaged by the owner or wholesaler to provide marketing and technology services on an exclusive basis. The scope of OfferMarket’s services under any OfferMarket Exclusive arrangement is governed by a separate written agreement with the owner or wholesaler. OfferMarket offers OfferMarket Exclusive services only in jurisdictions where it may lawfully do so without a real estate license, or, where applicable, only when partnering with or referring to a duly licensed brokerage. The mere designation of a Listing as “OfferMarket Exclusive” does not represent that OfferMarket is the listing broker, holds title, or is a party to any sale.
If you elect to engage OfferMarket’s optional transaction management services for a fee, the scope of those services is limited to coordination, communication, document routing, and similar administrative support, and is governed by the separate engagement terms in effect at the time of engagement. OFFERMARKET DOES NOT ACT AS AN ESCROW AGENT, TITLE AGENT, SETTLEMENT AGENT, CLOSING AGENT, OR ATTORNEY, AND DOES NOT HOLD, ACCEPT, DISBURSE, OR PROTECT EARNEST MONEY, DOWN PAYMENTS, OR ANY OTHER TRANSACTION FUNDS. All escrow, title, settlement, and closing functions must be performed by a duly licensed third party. OfferMarket’s transaction management services do not constitute legal, tax, accounting, or brokerage advice.
Without limiting Section 4, if you are introduced to a Seller-Lister, a Wholesaler-Lister, a Buyer, an owner of record, a capital provider, a service provider, or any other counterparty through the Marketplace, you agree not to (i) directly or indirectly transact with that counterparty outside of the Marketplace for the purpose of avoiding OfferMarket’s fees or commissions, (ii) solicit that counterparty to circumvent the Marketplace, or (iii) use information obtained through the Marketplace to compete with the Marketplace. This obligation survives termination for three (3) years.
OfferMarket may, at its sole discretion and at any time, with or without notice, decline to post, remove, or restrict any Listing, photograph, description, or other Listing Content, including for suspected inaccuracy, suspected violation of these Terms or any law, complaint from a third party, request from a regulatory authority, suspected fraud, abandonment, or any other reason or no reason. OfferMarket has no obligation to monitor Listings or other User Content but reserves the right to do so. OfferMarket’s removal or non-removal of a Listing is not an endorsement or condemnation of its content.
Without limiting Section 14.3, each user agrees to defend, indemnify, and hold harmless the OfferMarket Parties from and against any claim, demand, action, investigation, loss, damage, liability, judgment, settlement, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to (a) any Listing or Listing Content the user posts or causes to be posted; (b) any transaction (or failed transaction) between the user and any other user or counterparty; (c) any breach by the user of Sections 2.1.6, 2.1.7, or 2.1.9; (d) any claim by a real estate commission, attorney general, consumer protection agency, or other regulator concerning the user’s real estate licensing status, wholesaler registration, marketing practices, or disclosures; and (e) any claim by an original seller against the user concerning a wholesale assignment.
OfferMarket Capital LLC, a wholly owned subsidiary of OfferMarket, operates a private lending platform (the “Lending Platform”) through which it originates, brokers, refers, or arranges business-purpose loans secured by 1-to-4 unit residential investment real property (“Loans”), including fix-and-flip / bridge / hard-money loans, fix-and-rent loans, DSCR rental loans, slow-flip loans, ground-up construction loans, blanket portfolio loans, and home equity loans on investment property. All Loans are extended for business, commercial, or agricultural purposes within the meaning of 12 C.F.R. § 1026.3(a)(1) (Regulation Z) and 12 C.F.R. § 1024.5(b)(2) (Regulation X), and are not for personal, family, or household purposes. Loans are not consumer credit, are not subject to the Truth in Lending Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act (except as may otherwise apply), or the Equal Credit Opportunity Act provisions that apply only to consumer credit transactions. As a condition of Loan funding, every borrower is required to execute a written business-purpose certification at or before closing.
OfferMarket Capital LLC is not licensed by the Nationwide Multistate Licensing System & Registry (NMLS) and is not a state-licensed mortgage lender, mortgage broker, mortgage loan originator, consumer finance lender, or similar licensee in every state. Depending on the state where the subject property is located and the specific facts of the transaction, OfferMarket Capital LLC will act either as (a) the direct lender of record (where lawfully permitted) or (b) a referral source, rate-shopping service, or marketing intermediary that introduces the borrower to one or more capital providers, banks, credit funds, family offices, or institutional investors that are duly licensed in the applicable jurisdiction (each, a “Capital Provider”). Where OfferMarket Capital LLC acts as a referral source, the Loan is originated, underwritten, funded, and serviced by the Capital Provider, which is the lender of record. References on the Services to OfferMarket Capital LLC as a “direct lender,” “super broker,” “private lender,” or similar terms reflect its multiple roles across multiple states and do not represent that OfferMarket Capital LLC is the lender of record on every Loan. The state-by-state designation of OfferMarket Capital LLC’s role is, where required by law, disclosed at offermarket.us/loans and in your Loan File, may change from time to time, and is determined by OfferMarket Capital LLC in its sole discretion based on its compliance assessment.
You acknowledge that you, not OfferMarket, are responsible for determining whether you are authorized in your jurisdiction to borrow on the terms offered, to pledge the subject property, and to perform under the Loan documents. Nothing on the Services constitutes a solicitation of, or offer to make, a loan in any state where such solicitation or offer would require a license that OfferMarket Capital LLC, the Capital Provider, or any other party does not hold. Loan terms, rates, fees, and availability vary by state and by transaction and are subject to change at any time without notice.
OfferMarket Capital LLC has arrangements with one or more Capital Providers under which OfferMarket Capital LLC may submit your information (including the information you provide on the Services and information that OfferMarket Capital LLC obtains in connection with your Loan request, such as your appraisal, credit report, background report, and bank statements) to one or more Capital Providers for the purpose of obtaining a quote, conducting underwriting, and funding or purchasing your Loan. By submitting a Loan request, you authorize OfferMarket Capital LLC to share your information with such Capital Providers and other service providers (including appraisal management companies, title companies, insurance partners, and loan servicers) as reasonably necessary to process and fund your Loan. OfferMarket Capital LLC may receive compensation from a Capital Provider, including in the form of an origination fee split, a yield-spread payment, a marketing fee, a referral fee, a servicing fee, a participation interest, gain on sale, or other consideration. Where required by applicable law, the nature and amount (or method of calculation) of such compensation will be disclosed to you in writing.
Nothing on the Services, no instant quote, no pre-approval, no term sheet, no indication of interest, no email or text message, no statement by an OfferMarket representative, and no “Agreed to Fund” status constitutes a commitment to lend, an offer to enter into a binding loan agreement, or a guarantee of any specific interest rate, fee, point, loan amount, leverage, term, prepayment penalty, or other term. All Loan terms are indicative and subject to change at any time, in OfferMarket Capital LLC’s or the Capital Provider’s sole discretion, until a fully executed definitive loan agreement and all related documents are signed and the Loan is funded. OfferMarket Capital LLC and any applicable Capital Provider reserve the right to decline, retract, modify, suspend, or terminate any quote, term sheet, indication of interest, application, conditional approval, or “Agreed to Fund” status at any time, for any reason or no reason, without liability. Quoted timelines (including “fund in as little as 10 days”) are targets only, depend on third-party performance (including appraisers, title companies, insurance providers, and the borrower’s own action items), and are not guarantees. Funding may be delayed or prevented by underwriting, appraisal, title, insurance, regulatory, fraud, sanctions, or other matters.
By submitting a Loan request, by completing any application, or by signing any Loan document, you represent, warrant, and covenant that: (i) the Loan is solely for business, commercial, or agricultural purposes and not for personal, family, or household use, and you will execute a written business-purpose certification at or before closing; (ii) you are the legal owner (or a duly authorized representative of the legal owner) of the borrowing entity, you have the corporate or other authority to enter into the Loan, and the Loan does not violate any agreement, charter document, or law applicable to you; (iii) all information you provide is true, complete, and accurate, you will promptly correct any inaccuracy you discover, and you authorize OfferMarket Capital LLC and any Capital Provider to verify your information through credit reports, background checks, public records, and third-party data sources; (iv) you are not, and the subject property is not owned by, any person on the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List, any other sanctions list, or any list of persons prohibited under the U.S.A. PATRIOT Act or the Bank Secrecy Act; (v) you will not occupy, and will not permit any related party to occupy, the subject property as a primary or secondary residence for personal, family, or household use; (vi) you have read, understand, and agree to the loan terms in the definitive loan documents at signing, that those documents (and not the Services, this Section, any marketing material, any quote, or any term sheet) govern the Loan, and that any inconsistency between the Services and the definitive loan documents is resolved in favor of the definitive loan documents; (vii) you are not currently the subject of any bankruptcy proceeding, foreclosure action, material litigation, government investigation, or unsatisfied judgment, lien, or tax obligation, except as you have disclosed in writing to OfferMarket Capital LLC; and (viii) you have not made, and will not make, any material misrepresentation to OfferMarket Capital LLC or any Capital Provider.
You are responsible for paying the appraisal fee and other third-party fees as disclosed in your Loan File or term sheet, including title charges, insurance premiums, recording fees, and similar charges. Appraisal and other third-party fees are paid to third parties at cost or at market price; OfferMarket does not retain such fees and does not guarantee third-party pricing or service levels. If your Loan does not close for any reason, third-party fees that have been incurred (including any appraisal that has been ordered) are non-refundable.
Nothing on the Services and no communication from OfferMarket, OfferMarket Capital LLC, or any Capital Provider constitutes investment, tax, legal, accounting, real estate, or financial advice. Calculators, market research, comparable-sales information, ARV estimates, rent estimates, DSCR estimates, return estimates, and similar tools are general information only and may be inaccurate, incomplete, or out of date. You are solely responsible for evaluating whether a Loan and the underlying real estate transaction are appropriate for you, and for obtaining independent advice from qualified professionals.
Following closing, your Loan may be serviced by OfferMarket Capital LLC, a Capital Provider, or a third-party loan servicer. OfferMarket Capital LLC may sell, assign, transfer, or pledge your Loan, or any participation in your Loan, in whole or in part, to any third party at any time, without your consent, except as expressly prohibited by applicable law. The terms of your Loan continue to apply following any such transfer. The transferee is not obligated to continue any concession or accommodation that OfferMarket Capital LLC offered before transfer.
Without limiting Sections 9, 2.3, and 11, by submitting a Loan request, you authorize OfferMarket Capital LLC and OfferMarket to share your information with Insurance Partners (as defined in Section 2.3) for purposes of obtaining insurance quotes that may satisfy the Lender Insurance Guidelines, with other lenders and Capital Providers if OfferMarket Capital LLC is not the most cost-effective option for your Loan, and with the partners and service providers described in Section 11.
Without limiting Section 14.3, you agree to defend, indemnify, and hold harmless the OfferMarket Parties (including OfferMarket Capital LLC and any Capital Provider on which the OfferMarket Parties’ contractual protections may extend by their terms) from and against any claim, demand, action, investigation, loss, damage, liability, judgment, settlement, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to (a) any breach of Section 2.2.6, (b) any inaccuracy in any information you provide in connection with a Loan or Loan request, (c) any use of the proceeds of a Loan for any purpose other than business, commercial, or agricultural purposes, (d) any change in the occupancy or use of the subject property after closing, and (e) any claim by you or any third party that a Loan is or was subject to consumer-credit, usury, or licensing laws different from those acknowledged in Sections 2.2.1 and 2.2.6.
OfferMarket offers an insurance rate-shopping referral service (the “Insurance Service”) through which it introduces interested customers to one or more third-party insurance agencies, brokers, producers, or carriers that are duly licensed in the applicable jurisdiction (each, an “Insurance Partner”). YOU ACKNOWLEDGE AND AGREE THAT NEITHER OFFERMARKET NOR ANY OF ITS AFFILIATES (INCLUDING OFFERMARKET CAPITAL LLC) IS A LICENSED INSURANCE AGENT, BROKER, PRODUCER, AGENCY, ADJUSTER, CONSULTANT, OR CARRIER, AND OFFERMARKET DOES NOT SOLICIT, NEGOTIATE, BIND, EFFECT, ISSUE, COUNTERSIGN, TRANSACT, OR SELL ANY POLICY OF INSURANCE, AND DOES NOT PROVIDE INSURANCE ADVICE. References on the Services to “OfferMarket Insurance,” “our insurance program,” “our landlord insurance program,” “our fix and flip insurance program,” or similar phrases are marketing references to the Insurance Service and do not represent that OfferMarket is itself an insurer, an insurance agency, or a producer of insurance. All insurance is solicited, quoted, sold, bound, and serviced by the applicable Insurance Partner and issued by the carrier identified on the policy.
By requesting an insurance quote, by applying for a Loan, by checking any box or clicking any button referencing this Section, or by otherwise using the Insurance Service, you authorize, request, and instruct OfferMarket to (a) refer you and your insurance request to one or more Insurance Partners and (b) share with each such Insurance Partner the information you have provided to OfferMarket (and information OfferMarket has lawfully obtained about you and the subject property) that the Insurance Partner reasonably requires to prepare and present a quote, bind coverage, service the policy, and comply with applicable law. This authorization is in addition to, and not in lieu of, your consent in Section 11 (Customer Data and Partner Sharing). You may withdraw this authorization at any time by emailing hello@offermarket.us, but withdrawal will not affect referrals or disclosures already completed and may delay or prevent your ability to obtain coverage that satisfies OfferMarket Capital LLC’s lender insurance guidelines.
Without limiting Section 9, by using the Insurance Service or otherwise requesting an insurance quote through OfferMarket, you expressly provide your prior express written consent under the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”), and its implementing regulations, and your prior express consent under all other applicable federal and state laws, for each Insurance Partner (and for OfferMarket and OfferMarket Capital LLC) to contact you at the telephone number(s) and email address(es) you provide, even if any such number is on any internal, state, or federal Do-Not-Call list, by any of the following methods: live calls; prerecorded or artificial voice messages; calls or text messages made or initiated by an automatic telephone dialing system or any technology that dials from a list; SMS, MMS, RCS, or any successor messaging technology; and email. Such contact may concern the insurance quote, policy options, binding, payment, servicing, renewals, claims, cross-sell of other insurance products, and any other matter reasonably related to the Insurance Service or your relationship with the Insurance Partner. You acknowledge that this is a single, written consent authorizing contact by multiple identified sellers (OfferMarket, OfferMarket Capital LLC, and the Insurance Partners as a group), consistent with the holding of Insurance Marketing Coalition Ltd. v. FCC, 127 F.4th 303 (11th Cir. 2025), and that consent is not a condition of any purchase or of obtaining any Loan. Message and data rates may apply. You may revoke this consent in the manner described in Section 9.4; revocation as to one Contacting Party does not, by itself, revoke consent as to any other Contacting Party.
OfferMarket may receive a referral fee, marketing fee, lead fee, override, commission split, or other compensation from an Insurance Partner in connection with referrals made through the Insurance Service. Where applicable, the amount or method of calculating any such compensation will be disclosed as required by applicable law. You acknowledge that OfferMarket has a financial incentive to refer you to Insurance Partners that compensate it, and that other insurance options, agents, and carriers are available that may offer different coverage or pricing. You are free to obtain insurance from any source you choose, subject to OfferMarket Capital LLC’s lender insurance guidelines if you are obtaining a Loan.
OfferMarket does not make any recommendation as to whether any specific policy, coverage, limit, deductible, exclusion, endorsement, or carrier is suitable for you. Coverage descriptions, comparison charts, blog posts, calculators, and similar resources on the Services are provided for general informational purposes only, do not constitute insurance advice, and may not reflect current rates, terms, or availability. You are solely responsible for evaluating policy terms, asking questions of the Insurance Partner or a qualified insurance professional, reviewing the actual policy documents issued by the carrier, and selecting the coverage that is appropriate for your needs. The Insurance Partner, not OfferMarket, is responsible for providing any required disclosures, conducting any needs analysis, and explaining policy terms.
OfferMarket does not guarantee that any quote will be made available, that any policy will be issued or bound, that any specific carrier, coverage, premium, term, deductible, or endorsement will be offered or accepted, that any quote will satisfy OfferMarket Capital LLC’s lender insurance guidelines, or that any quote will remain available or unchanged. All quotes are subject to underwriting by the applicable carrier and to verification of information you provide. The carrier may decline to issue, may issue on different terms, may modify or cancel a policy, and may deny a claim in accordance with the policy and applicable law.
Any policy of insurance issued through the Insurance Service is a contract solely between you and the issuing carrier, with the Insurance Partner acting as your insurance producer to the extent of its license and the terms of its engagement with you. OfferMarket is not a party to any insurance contract, has no obligation to pay any premium or claim, has no authority to bind any carrier, and has no obligation to procure, maintain, renew, replace, or service any policy on your behalf. You are responsible for paying premiums when due, maintaining required coverage at all times, and notifying the carrier of any change that affects coverage (including vacancy, change of use, change of ownership, or commencement or completion of construction).
If you are obtaining a Loan from OfferMarket Capital LLC, OfferMarket Capital LLC’s separately published insurance guidelines (the “Lender Insurance Guidelines”) state minimum requirements for property, general liability, business interruption, flood, and other coverages. The Lender Insurance Guidelines exist solely for the protection of OfferMarket Capital LLC as a lender and do not constitute a representation that any particular coverage is sufficient to protect your interest in the property or your business. Satisfying the Lender Insurance Guidelines is not a substitute for obtaining advice from a licensed insurance professional regarding coverage adequate for your circumstances.
OfferMarket is not responsible or liable for any act, omission, error, misrepresentation, delay, denial, cancellation, non-renewal, claim handling, customer service, billing, or other conduct of any Insurance Partner or carrier, or for the financial condition or solvency of any carrier. Your sole and exclusive remedies for any issue with an insurance quote, application, policy, premium, or claim are against the applicable Insurance Partner and carrier, in accordance with the terms of their engagement with you and the applicable policy.
Without limiting Section 14.3, you agree to defend, indemnify, and hold harmless the OfferMarket Parties from and against any claim, demand, action, investigation, loss, damage, liability, judgment, settlement, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to (a) any information you provide in connection with the Insurance Service that is inaccurate, incomplete, or misleading, (b) any failure by you to maintain required coverage or to comply with the terms of any policy, (c) any dispute between you and any Insurance Partner or carrier, and (d) any claim that you provided false information to OfferMarket or to an Insurance Partner regarding the subject property, its occupancy, its condition, or its use.
OfferMarket and its affiliates may, from time to time, acquire rental properties for their own account, including with capital from accredited investors who participate as limited partners or members of one or more special-purpose vehicles. Listings or opportunities branded as “OfferMarket Portfolio Deals,” “OfferMarket Portfolio,” or similar (collectively, “Portfolio Opportunities”) are investment opportunities offered to accredited investors and are distinct from real-property Listings on the Marketplace (including any Listing designated as an “OfferMarket Exclusive” under Section 2.1.10). Portfolio Opportunities are intended only for persons who qualify as accredited investors within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended, and the rules of the U.S. Securities and Exchange Commission (“SEC”), and for persons residing outside the United States only in jurisdictions where an exemption from securities registration is available. Nothing on the Services constitutes an offer to sell, a solicitation of an offer to buy, a recommendation to invest in, or investment advice with respect to any security or investment, and nothing on the Services is intended to satisfy any requirement of any federal or state securities law applicable to a public offering. Any offer or solicitation with respect to a Portfolio Opportunity will be made only by means of a definitive written offering document (such as a private placement memorandum, subscription agreement, and operating or limited partnership agreement), which will supersede any information on the Services and which the prospective investor should review in full with the prospective investor’s own legal, tax, and financial advisors before investing. By submitting an inquiry, indication of interest, or subscription with respect to any Portfolio Opportunity, you represent and warrant that you are an accredited investor (or, if residing outside the United States, that you qualify for an applicable registration exemption), that you have such knowledge and experience in financial and business matters to evaluate the merits and risks of the investment, that you are able to bear the economic risk of loss of your entire investment, and that you are acquiring any interest for your own account for investment and not with a view to distribution. The provisions of Section 2.8 (Loan Participation Program), to the extent applicable by their terms (including the no-general-solicitation rules, accredited-investor verification, no-investment-advice disclaimer, conflicts-of-interest disclosure, transfer restrictions, securities-claims arbitration carve-out, and securities-law non-waiver provision), apply equally to Portfolio Opportunities and are incorporated by reference into this Section 2.4. Past performance is not indicative of future results. All real estate investments involve substantial risk, including the risk of loss of principal.
OfferMarket operates an opt-in referral program (the “Referral Program”) through which an OfferMarket account holder in good standing (a “Referrer”) may share a unique tracking link with prospective customers (each, a “Lead”). If a Lead applies for and closes a Loan with OfferMarket Capital LLC using the Referrer’s tracking link, and the conditions of this Section 2.5 are satisfied, the Referrer may become eligible for a payment or account credit (a “Referral Payment”) in the amount and on the terms posted on the Referral Program page at offermarket.us/referral-program (the “Program Page”), which is incorporated into these Terms by reference. The Program Page may be updated from time to time; the version in effect at the time a Loan closes governs that Loan’s Referral Payment. In the event of any conflict between the Program Page and this Section 2.5, this Section 2.5 controls.
The Referral Program applies only to loans extended by OfferMarket Capital LLC for business, commercial, or agricultural purposes within the meaning of 12 C.F.R. § 1026.3(a)(1) (Regulation Z) and accordingly exempt from the Real Estate Settlement Procedures Act (“RESPA”) pursuant to 12 C.F.R. § 1024.5(b)(2). A Referral Payment will not be paid, and is not earned, on any loan that is or may be re-characterized as a consumer-purpose loan, including any loan secured by an owner-occupied dwelling, any loan used for personal, family, or household purposes, or any loan otherwise covered by RESPA. Each Referrer and each referred Lead represents and warrants that the subject loan is solely for a business, commercial, or agricultural purpose and that the Lead will execute OfferMarket’s standard business-purpose certification at or before closing. The Referrer’s right to a Referral Payment is conditioned on this representation being and remaining true. If, after a Referral Payment is paid, OfferMarket determines that the underlying loan was not business-purpose, the Referrer agrees to promptly refund the Referral Payment on demand, and OfferMarket may offset the amount against any other amount it owes the Referrer.
To be eligible to receive a Referral Payment, a Referrer must, at the time of referral and at the time of the Loan closing: (a) have a current OfferMarket account in good standing; (b) be at least 18 years old (or, for an entity, duly organized and in good standing); (c) be lawfully able to receive the Referral Payment without violating any law, rule, license, code of ethics, or contractual obligation that applies to the Referrer (the Referrer is solely responsible for determining this and complying with it, including any obligation to disclose, share, or assign the Referral Payment to an employer, broker, or principal); (d) provide a complete and accurate Form W-9 (or Form W-8 series, if applicable) when requested; and (e) comply with all applicable laws and these Terms.
A Lead is eligible only if: (a) the Lead is not already a registered OfferMarket user, account holder, or applicant at the time the tracking link is first used; (b) the Lead has not previously submitted a loan application that reached PROCESSING status (or any successor designation OfferMarket may adopt) with OfferMarket, regardless of whether that prior file closed, was declined, or was retracted; (c) the Lead is not an immediate family member of the Referrer; (d) the Referrer is not a member, officer, manager, owner, employee, or agent of the Lead’s borrowing entity; (e) the Lead’s loan is funded by OfferMarket Capital LLC and not by a partner lender; and (f) the loan actually closes and funds. Only one Referral Payment will be paid per Lead, regardless of the number of loans the Lead subsequently closes. OfferMarket may grant exceptions to these eligibility rules at its sole discretion, but is not required to do so and is not estopped from enforcing them in subsequent cases.
Notwithstanding anything else, OfferMarket may, in its sole discretion, decline to enroll, suspend, terminate, or withhold payment from any Referrer or any class of Referrers, including: (a) any person who is a licensed mortgage loan originator, mortgage broker, real estate licensee, attorney, accountant, fiduciary, or other professional whose receipt of the Referral Payment would or could violate any law, rule, license condition, or code of ethics applicable to that person; (b) any person whose participation could cause an OfferMarket loan to lose its business-purpose status; (c) any person operating as a professional lead generator, list broker, telemarketer, or aggregator; (d) any person engaged in self-referral, sham referral, referrals through straw parties, or any scheme designed to circumvent the eligibility rules; (e) any person who has been subject to a regulatory enforcement action involving lending, real estate, telemarketing, or consumer protection; and (f) any person in a jurisdiction where the Referral Program is not lawfully available. It is the Referrer’s responsibility — not OfferMarket’s — to determine and confirm whether participation is lawful for the Referrer.
Each time a Referrer shares a tracking link with, or submits information about, a Lead, the Referrer represents, warrants, and covenants that: (i) the Referrer has a personal, family, or pre-existing business relationship with the Lead, or has otherwise lawfully obtained the Lead’s information; (ii) the Referrer has obtained the Lead’s prior express informed consent, in compliance with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”), the CAN-SPAM Act, the Telemarketing Sales Rule, the Florida Telephone Solicitation Act, the Washington Commercial Electronic Mail Act, the Oklahoma Telephone Solicitation Act, and any analogous federal or state law, to be contacted by OfferMarket and its affiliates and partners by call, text, email, or otherwise about the matters described in Section 9; (iii) the Lead is not, to the Referrer’s knowledge, on any internal, state, or federal Do-Not-Call list, or, if the Lead is, the Referrer has obtained the additional consents required by law; (iv) the Referrer has not collected or generated the Lead’s information through any deceptive, scraping, harvesting, list-purchase, or unsolicited communication; (v) the Referrer is not acting on behalf of any undisclosed principal and has authority to refer; and (vi) the Referrer has complied with any disclosure obligation imposed on the Referrer in connection with the referral, including under the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 C.F.R. Part 255, by clearly and conspicuously disclosing the Referrer’s material connection to OfferMarket whenever the Referrer publicly endorses or promotes OfferMarket or shares a tracking link.
Referrer agrees to defend, indemnify, and hold harmless the OfferMarket Parties from and against any and all claims, demands, actions, investigations, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) any breach of Section 2.5.6 (including any TCPA, CAN-SPAM, TSR, or state-law claim by or on behalf of any Lead), (b) any claim by a Lead, employer, broker, principal, regulator, or licensing authority concerning the Referrer’s participation in the Referral Program or receipt of any Referral Payment, (c) any allegation that the Referral Payment violated a law, rule, license, or code of ethics applicable to the Referrer, or (d) any tax liability arising from the Referral Payment. This obligation is independent of, and in addition to, the general indemnification obligations in Section 14.3, and survives termination.
Subject to satisfaction of all eligibility requirements and OfferMarket’s receipt of a fully executed Form W-9 (or applicable Form W-8) and current payment instructions, OfferMarket will use commercially reasonable efforts to issue a Referral Payment within two (2) business days after the Referrer completes OfferMarket’s standard claim process; however, OfferMarket does not guarantee any specific payment date, and payment may be delayed by holidays, banking issues, fraud review, compliance review, or events outside OfferMarket’s reasonable control. Referral Payments are made by Zelle, ACH, mailed check, or, at the Referrer’s election, applied as a credit to the Referrer’s OfferMarket account. The Referrer is solely responsible for all federal, state, and local taxes on Referral Payments. OfferMarket will issue an IRS Form 1099-NEC or 1099-MISC, as applicable, to any Referrer whose aggregate Referral Payments in a calendar year meet or exceed the then-applicable reporting threshold. OfferMarket may withhold from a Referral Payment any amount required by law and any amount the Referrer owes OfferMarket.
OfferMarket may, in its sole discretion, audit any referral, withhold any Referral Payment pending review, decline any Referral Payment, claw back any Referral Payment already paid, suspend or terminate any Referrer’s participation, and pursue any remedy available at law or in equity, in each case if OfferMarket reasonably suspects fraud, abuse, circumvention, self-referral, misrepresentation, breach of these Terms, or a violation of law. OfferMarket’s determination is final, subject only to the dispute-resolution procedures in Sections 15 (Arbitration) and 16 (Governing Law).
Nothing in the Referral Program creates an employment, agency, joint venture, partnership, franchise, or fiduciary relationship between the Referrer and OfferMarket. The Referrer is not authorized to make any representation, warranty, promise, or commitment on behalf of OfferMarket or to use OfferMarket’s name, marks, or content except as expressly permitted on the Program Page. The Referrer is not authorized to engage in telemarketing, mass-texting, mass-emailing, paid search bidding on OfferMarket’s marks, or any other regulated marketing activity on OfferMarket’s behalf, and any such activity is at the Referrer’s sole risk. The Referrer’s relationship with OfferMarket under the Referral Program is solely that of an independent contractor furnishing introductions to OfferMarket’s lending business.
OfferMarket may modify, suspend, or terminate the Referral Program (including economics, eligibility, payment methods, and claim procedures), in whole or in part, at any time and in its sole discretion. For Loans that have closed and funded before the effective date of a modification, OfferMarket will honor the Referral Payment amount in effect at closing for an otherwise eligible Referrer who completes the claim process within sixty (60) days after closing. For Leads who have submitted a complete loan application but whose Loan has not yet closed at the time of a modification, the modified terms apply. OfferMarket will post material changes on the Program Page; continued participation after a change constitutes acceptance.
Sections 2.5.6, 2.5.7, 2.5.8, 2.5.9, 2.5.10, and this Section 2.5.12 survive the termination of the Referral Program, of these Terms, and of the Referrer’s account.
We make available calculators, document templates, market research, blog and video content, glossaries, and other resources (“Resources”). The Resources are provided for general informational purposes only, “AS IS” and “AS AVAILABLE,” and do not constitute legal, tax, accounting, financial, real estate, lending, insurance, or investment advice. You should not act or refrain from acting on the basis of any Resource without consulting a qualified professional. You assume all risk associated with your use of the Resources.
OfferMarket operates a loan origination and transaction management system commonly known in the industry as a loan origination system or “LOS,” and within the Services as the “Loan File” system (the “Loan File System” or “LOS”). The LOS hosts loan-specific information, documents, status updates, communications, tasks, and related materials for each Loan and each transaction (collectively, “Loan File Data”). In addition to the borrower and OfferMarket personnel, OfferMarket may grant role-based access to the LOS to additional users acting in specific transaction roles, including without limitation Capital Providers, loan participants (including syndicate and co-investor participants), Insurance Partners, title agents, escrow agents, settlement agents, attorneys, property managers, the borrower’s selling and buying real estate agents (including their broker firms), appraisers, contractors, draw inspectors, accountants, and other authorized third parties (each, in their LOS-access capacity, an “Authorized User” and collectively, “Authorized Users”). Each Authorized User’s access is provisioned with role-based permissions intended to limit the Loan File Data the Authorized User can see, modify, or download to that which is reasonably necessary for the Authorized User’s role in the relevant transaction.
Without limiting Sections 9, 11, 2.2.4, or 2.2.10, by submitting a Loan request, by accepting a Loan, or by otherwise enabling the processing of a Loan, you (the borrower and each guarantor) expressly authorize OfferMarket and OfferMarket Capital LLC to grant LOS access to, and to share Loan File Data with, the Authorized Users identified for your Loan, for the purposes described in Section 2.7.4. This authorization extends to Loan File Data that may include nonpublic personal information within the meaning of the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801 et seq. (“GLBA”), and its implementing regulations, including bank statements, brokerage statements, retirement account statements, credit reports, background reports, tax-related documents, identification documents, social security numbers or taxpayer identification numbers (in redacted or unredacted form), property information, valuation information, insurance information, and communications. You acknowledge that sharing with Authorized Users for the purposes described in Section 2.7.4 is a sharing with “nonaffiliated third parties” as a necessary part of processing, servicing, or enforcing the Loan, or pursuant to your consent, and is permitted under 15 U.S.C. § 6802(e) (joint marketing, servicing, and processing exceptions) or with your express consent. OfferMarket’s Privacy Policy describes the categories of information that may be shared and your rights under applicable privacy law.
Each Authorized User’s access to the LOS is conditioned upon the Authorized User’s acceptance of these Terms (including, without limitation, this Section 2.7, Section 5 (Confidentiality), Section 11 (Customer Data), Section 14 (Disclaimers, Limitation of Liability, and Indemnification), Section 15 (Arbitration), and Section 16 (Governing Law)). By logging into, accessing, or using the LOS — whether through a credentialed account, an invitation link, a single-sign-on, or any other means — the Authorized User and any entity on whose behalf the Authorized User acts (i) agrees to be bound by these Terms in the Authorized User’s capacity as an Authorized User, (ii) represents that the individual accessing the LOS is authorized to bind the relevant entity (employer, brokerage, agency, title or escrow company, or other principal), and (iii) acknowledges that the Authorized User’s access may be conditioned on, or subject to, a separate written access agreement, data processing agreement, capital provider agreement, participation agreement, or vendor agreement between the Authorized User’s entity and OfferMarket or OfferMarket Capital LLC (each, a “Separate Access Agreement”). In the event of any conflict between a Separate Access Agreement signed by the Authorized User’s entity and these Terms, the Separate Access Agreement controls solely as between OfferMarket and that entity; these Terms otherwise control.
Authorized Users may access and use Loan File Data solely for the specific purpose of performing the Authorized User’s role in the relevant transaction, including, as applicable to the role: (a) for Capital Providers and loan participants — evaluating, underwriting, funding, purchasing, participating in, servicing, securitizing, and exercising rights with respect to the Loan; (b) for Insurance Partners — preparing and presenting insurance quotes, binding and servicing policies, and satisfying lender insurance guidelines; (c) for title, escrow, and settlement agents — conducting title and lien searches, issuing title insurance, conducting closing, and disbursing funds; (d) for selling and buying real estate agents — facilitating the underlying real estate transaction in the agent’s licensed capacity; (e) for property managers — onboarding the property for management services if engaged by the borrower; (f) for appraisers, draw inspectors, and contractors — performing inspections, valuations, and draw work; (g) for attorneys and accountants — advising the party that engaged them; and (h) for other Authorized Users — the purpose disclosed at the time access is granted. Authorized Users will not use Loan File Data for any other purpose, including without limitation: marketing or solicitation of the borrower or any other party for unrelated products or services; competitive intelligence or benchmarking; training of any artificial intelligence or machine-learning model; aggregation, derivation, or resale to any third party; or any purpose prohibited by GLBA, the Fair Credit Reporting Act, 15 U.S.C. §§ 1681 et seq. (“FCRA”), any state privacy law, or any other applicable law. Authorized Users will not contact the borrower or any other transaction party for any purpose other than the Authorized User’s role.
Each Authorized User acknowledges that Loan File Data is confidential and may include nonpublic personal information protected by GLBA, consumer report information protected by FCRA, and personal information protected by state and federal privacy laws (including the California Consumer Privacy Act / California Privacy Rights Act, the Maryland Online Data Privacy Act, and analogous laws). Without limiting Section 5 (Confidentiality), each Authorized User and the entity on whose behalf the Authorized User acts will: (i) maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Loan File Data that are at least as protective as required by the GLBA Safeguards Rule, 16 C.F.R. Part 314, and applicable state law; (ii) limit access to Loan File Data to personnel with a need-to-know in connection with the permitted purpose; (iii) not download, copy, export, transmit, or otherwise remove Loan File Data from the LOS except as reasonably necessary for the permitted purpose, and not retain Loan File Data longer than necessary for that purpose; (iv) promptly notify OfferMarket at security@offermarket.us of any actual or reasonably suspected unauthorized access to, use of, or disclosure of Loan File Data (a “Security Incident”), in any event no later than 48 hours after becoming aware of it, and cooperate in good faith with OfferMarket’s investigation and response; (v) at OfferMarket’s request, return or destroy Loan File Data upon termination of access or completion of the permitted purpose, and certify such return or destruction in writing; and (vi) not transfer Loan File Data outside the United States without OfferMarket’s prior written consent.
Each Authorized User agrees that, in addition to the obligations in Section 4 (Non-Circumvention) and Section 2.1.12 (Marketplace Anti-Circumvention): (a) the Authorized User will not solicit any borrower, capital provider, partner, or other party identified through the LOS for any lending, insurance, real estate, or related service that competes with the Services, except as expressly part of the Authorized User’s role in the transaction; (b) the Authorized User will not use Loan File Data to compete with OfferMarket, OfferMarket Capital LLC, or any Capital Provider, or to train, benchmark, or develop any competing platform or model; (c) any non-public information about loan terms, pricing, underwriting criteria, capital provider relationships, borrower portfolios, or business operations that the Authorized User obtains through the LOS is Proprietary Information under Section 5; and (d) if the Authorized User is a publicly traded company, an affiliate of a publicly traded company, or a regulated entity, the Authorized User will not use any material non-public information obtained through the LOS in violation of insider trading laws or applicable securities regulations.
OfferMarket may, at its sole discretion, provision, modify, suspend, or terminate any Authorized User’s access to the LOS at any time, with or without notice and with or without cause, including for suspected violation of these Terms, suspected unauthorized access, change of role, end of transaction, termination of the Authorized User’s employment with its principal, request from the borrower, request from a regulator, or any other reason. Each Authorized User is responsible for maintaining the security of its credentials, for all activity under its credentials, and for promptly notifying OfferMarket at security@offermarket.us of any actual or suspected unauthorized use of credentials. OfferMarket may require multi-factor authentication and may enforce session, device, IP, geographic, or other access controls. Authorized Users will not share credentials, will not allow access by any unauthorized person, and will not access the LOS using shared, anonymous, or service accounts except as expressly authorized by OfferMarket in writing.
Each Authorized User represents, warrants, and covenants, each time it accesses the LOS, that: (i) the Authorized User holds any license, registration, certification, or other authorization required to perform its role (including state real estate license, mortgage license, title insurance license, insurance producer license, attorney license, or other professional license, as applicable) and is in good standing; (ii) the Authorized User’s access to and use of the LOS does not violate any law, rule, license condition, code of ethics, or contractual obligation of the Authorized User; (iii) the Authorized User has implemented and maintains the safeguards required by Section 2.7.5; (iv) any information the Authorized User uploads to or enters into the LOS is true, complete, accurate, and not misleading, and the Authorized User has the right to provide it for the purposes described herein; (v) the Authorized User will comply with all applicable laws in connection with its use of the LOS, including without limitation GLBA, FCRA, the Equal Credit Opportunity Act (where applicable), the Fair Housing Act, the TCPA, state privacy and data security laws, and applicable real estate and lending laws; (vi) the Authorized User will not introduce into the LOS any virus, malware, ransomware, or other malicious code; and (vii) the Authorized User is not the subject of any current cease-and-desist order, suspension, debarment, or pending enforcement action by any regulator that would prohibit its participation.
Granting LOS access to an Authorized User does not (i) make the Authorized User an agent, employee, partner, joint venturer, broker, or representative of OfferMarket or OfferMarket Capital LLC, (ii) authorize the Authorized User to act on behalf of OfferMarket or OfferMarket Capital LLC, to make any representation or commitment on behalf of OfferMarket or OfferMarket Capital LLC, or to bind OfferMarket or OfferMarket Capital LLC in any way, (iii) constitute an endorsement, certification, or recommendation of the Authorized User by OfferMarket or OfferMarket Capital LLC, or (iv) make OfferMarket or OfferMarket Capital LLC the employer, supervisor, or licensee-of-record of the Authorized User. Real estate agents, mortgage professionals, title agents, escrow agents, attorneys, accountants, property managers, and other licensed Authorized Users use the LOS in their own licensed capacity, on behalf of their own principals or clients, and not as OfferMarket’s licensee or agent.
Without limiting Section 14.1, the LOS is provided “AS IS” and “AS AVAILABLE.” OfferMarket does not warrant that the LOS will be uninterrupted, error-free, available at any particular time, free of viruses or other harmful components, or compatible with any particular system or workflow. OfferMarket may, at any time and in its sole discretion, modify, enhance, restrict, or discontinue all or part of the LOS, change the categories of Authorized Users, modify role-based permissions, or impose new or different requirements. OfferMarket does not commit to any specific service level, uptime, response time, or data-retention period for the LOS except as expressly set forth in a Separate Access Agreement.
Without limiting Section 14.3, each Authorized User and the entity on whose behalf the Authorized User acts, jointly and severally, agree to defend, indemnify, and hold harmless the OfferMarket Parties from and against any claim, demand, action, investigation, loss, damage, liability, judgment, settlement, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to (a) the Authorized User’s breach of any provision of this Section 2.7, (b) any unauthorized access, use, or disclosure of Loan File Data caused by the Authorized User or its personnel, (c) any Security Incident affecting the Authorized User’s systems or credentials, (d) any claim by a borrower, guarantor, regulator, licensing authority, or other party that the Authorized User’s use of the LOS or Loan File Data violated applicable law (including GLBA, FCRA, state privacy laws, real estate licensing laws, or insurance licensing laws), and (e) any claim arising from the Authorized User’s solicitation of, or other contact with, any party identified through the LOS for any purpose not expressly permitted by Section 2.7.4.
The obligations in Sections 2.7.4, 2.7.5, 2.7.6, 2.7.8, 2.7.11, and this Section 2.7.12 survive the termination of an Authorized User’s LOS access, the closing or termination of any Loan, the termination of these Terms, and the termination of the Authorized User’s account.
Certain Loans originated or held by OfferMarket Capital LLC may, from time to time, be offered for purchase, in whole or in part, by qualifying investors pursuant to a loan participation agreement, syndication agreement, co-investment agreement, or similar instrument (each, a “Participation”, and each such investor, a “Participant”). YOU ACKNOWLEDGE AND AGREE THAT A PARTICIPATION MAY CONSTITUTE A “SECURITY” WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), THE SECURITIES EXCHANGE ACT OF 1934 (THE “EXCHANGE ACT”), AND ANALOGOUS STATE “BLUE SKY” LAWS, AS ANALYZED UNDER REVES V. ERNST & YOUNG, 494 U.S. 56 (1990), SEC V. W.J. HOWEY CO., 328 U.S. 293 (1946), AND THEIR PROGENY. Each Participation will be offered and sold (i) only to investors who qualify as accredited investors within the meaning of Rule 501 of Regulation D under the Securities Act, and where required, as qualified purchasers within the meaning of Section 2(a)(51) of the Investment Company Act of 1940 (the “ICA”); (ii) in transactions intended to be exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) or Rule 506(c) of Regulation D; and (iii) in compliance with the requirements of applicable state blue-sky laws, including any required notice filings. OfferMarket Capital LLC and its affiliates intend to rely on one or more exclusions from the definition of “investment company” under the ICA, including without limitation Section 3(c)(1), Section 3(c)(5)(C), or other available exclusion.
Nothing on the Services, in marketing materials, in blog content, on social media, in webinars, in newsletters, or in any other public communication constitutes an offer to sell, a solicitation of an offer to buy, a recommendation to invest in, or investment advice with respect to any Participation or any other security, and nothing on the Services is intended to constitute general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D. Participations offered in reliance on Rule 506(b) are offered only to Participants with whom OfferMarket Capital LLC or its representatives have a substantive, pre-existing relationship sufficient to establish that the Participant is an accredited investor, and any such offering is communicated by means outside the Services. Participations offered in reliance on Rule 506(c) may be offered through general solicitation but only to verified accredited investors as required by Rule 506(c). The mere availability of information about OfferMarket Capital LLC’s lending business on the Services is not, and is not intended to be, a general solicitation of investments in any Participation.
Any offer or sale of a Participation will be made only by means of a definitive set of written offering and transaction documents, which may include a private placement memorandum, a confidential offering memorandum, term sheets, a subscription agreement, an investor questionnaire, a loan participation agreement, a participation certificate, a custodial or servicing agreement, and other related documents (collectively, the “Participation Documents”). The Participation Documents, and not these Terms, the Services, the LOS, any marketing material, or any oral statement, govern each Participation and the rights and obligations of OfferMarket Capital LLC and the Participant with respect to the Participation. In the event of any conflict between these Terms and the Participation Documents, the Participation Documents control as to the Participation. Prospective Participants are urged to review the Participation Documents in their entirety with their own legal, tax, and financial advisors before subscribing.
To purchase a Participation, you must be (and must remain throughout the term of the Participation) an “accredited investor” as defined in Rule 501(a) of Regulation D, and where required, a “qualified purchaser” as defined in Section 2(a)(51) of the ICA, and a “qualified client” as defined in Rule 205-3 under the Investment Advisers Act of 1940 to the extent applicable. OfferMarket Capital LLC may require, and you agree to provide, such documentation as OfferMarket Capital LLC determines reasonably necessary to verify your status, including for Rule 506(c) offerings the verification methods enumerated in Rule 506(c)(2)(ii) (such as review of IRS forms, bank or brokerage statements, written confirmation from a registered broker-dealer, investment adviser, attorney, or certified public accountant, or such other method as the SEC may permit). You agree to promptly notify OfferMarket Capital LLC if your status changes. Participations are not available to persons residing in jurisdictions where the offer or sale would be unlawful or would require registration that has not been completed. Participations are not available to retail investors, non-accredited investors, or persons who are not lawfully able to purchase them.
By submitting an indication of interest, a subscription, or any other commitment with respect to a Participation, you represent, warrant, and covenant to OfferMarket Capital LLC and each of its affiliates that: (i) you are an accredited investor and, where applicable, a qualified purchaser and qualified client; (ii) you have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of investing in the Participation, and you have obtained independent legal, tax, accounting, and financial advice to the extent you deem necessary; (iii) you can bear the economic risk of loss of your entire investment in the Participation, including the risk that the Participation is illiquid, that there is no public market for the Participation, that no public market is expected to develop, and that you may not be able to liquidate the Participation at all or only at a substantial discount; (iv) you are acquiring the Participation for your own account, for investment, and not with a view to, or for sale in connection with, any distribution of the Participation in violation of the Securities Act or any state blue-sky law; (v) you have read the Participation Documents in their entirety, you have had the opportunity to ask questions of and receive answers from OfferMarket Capital LLC, and you are relying on the Participation Documents and your own due diligence and not on the Services, any marketing material, any blog post, any calculator, any historical performance data, or any oral statement; (vi) you understand that past performance of OfferMarket Capital LLC, of any specific Loan, or of any prior Participation is not indicative of future results and that the Participation involves a substantial risk of loss, including loss of principal; (vii) you are not, and the person beneficially acquiring the Participation is not, a “bad actor” as defined in Rule 506(d) under the Securities Act, you are not subject to any disqualifying event identified in Rule 506(d), and you will notify OfferMarket Capital LLC promptly if any such event occurs; (viii) you are not, and no person who beneficially owns the Participation is, on the U.S. Department of the Treasury’s Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List or any other sanctions list, or subject to economic sanctions administered by the United States; (ix) the funds you are using to purchase the Participation are not derived from, and are not the proceeds of, any unlawful activity; and (x) you will hold any non-public information about Loans, borrowers, capital structure, underwriting, or operations in confidence in accordance with Section 5 and Section 2.7.5.
OfferMarket Capital LLC and its affiliates are not registered as investment advisers, broker-dealers, or municipal advisers, and do not provide investment, legal, tax, accounting, or financial advice in connection with the Participation Program. References on the Services to OfferMarket Capital LLC as a “private lender,” “direct lender,” “super broker,” “investor partner,” or similar terms do not, and are not intended to, represent that OfferMarket Capital LLC acts as an investment adviser or broker-dealer in connection with any Participation. OfferMarket Capital LLC and its affiliates are not fiduciaries to any Participant in connection with any Participation, except to the extent fiduciary duties are expressly assumed in the Participation Documents and only to the extent so assumed. Participants should rely solely on their own advisers, on the Participation Documents, and on their own independent investigation of OfferMarket Capital LLC and the underlying Loan before subscribing.
You acknowledge that OfferMarket Capital LLC and its affiliates may have material conflicts of interest with respect to the Participation Program, including without limitation: (a) OfferMarket Capital LLC may originate, service, hold, sell, securitize, or otherwise dispose of the Loan underlying a Participation; (b) OfferMarket Capital LLC and its affiliates may earn origination fees, points, servicing fees, late fees, default fees, extension fees, exit fees, gain on sale, spread between the Participation’s coupon and the Loan’s rate, or other compensation in connection with the Loan, in addition to or in lieu of any return to the Participant; (c) the same Loan may be subject to multiple Participations or other tranches with different economic terms; (d) OfferMarket Capital LLC may make underwriting, servicing, modification, workout, default-management, and disposition decisions that affect the Participation, and those decisions may be made primarily for the benefit of OfferMarket Capital LLC and its affiliates rather than the Participant, except as expressly set forth in the Participation Documents; (e) the borrower under a Loan may also be a user of other OfferMarket Services, and OfferMarket may earn fees from that borrower in other capacities; and (f) OfferMarket and OfferMarket Capital LLC have ongoing relationships with Capital Providers, Insurance Partners, title companies, and other service providers from whom they earn referral or other fees. Each of these conflicts, and any other conflict identified in the Participation Documents, is acknowledged and waived by the Participant to the maximum extent permitted by law, subject to any non-waivable duties imposed by securities law.
OFFERMARKET CAPITAL LLC DOES NOT GUARANTEE THE PERFORMANCE OF ANY LOAN OR THE RETURN OF OR ON ANY PARTICIPATION. PARTICIPATIONS INVOLVE A HIGH DEGREE OF RISK, INCLUDING WITHOUT LIMITATION: RISK OF BORROWER DEFAULT; RISK THAT THE UNDERLYING REAL PROPERTY DECLINES IN VALUE OR IS SUBJECT TO PRIOR LIENS, ENVIRONMENTAL CONDITIONS, OR OTHER DEFECTS; RISK OF DELAY IN COLLECTION OR FORECLOSURE; RISK OF LITIGATION BY OR AGAINST THE BORROWER; RISK OF CHANGES IN INTEREST RATES, REAL ESTATE MARKET CONDITIONS, OR CREDIT MARKETS; RISK THAT INSURANCE OR TITLE COVERAGE PROVES INADEQUATE; RISK OF FRAUD BY THE BORROWER OR ANY THIRD PARTY; RISK OF SERVICING ERRORS; RISK OF CHANGES IN LAW OR REGULATION; AND RISK OF LOSS OF SOME OR ALL OF THE PARTICIPANT’S INVESTMENT. THE PARTICIPATION IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SECURITIES INVESTOR PROTECTION CORPORATION, OR ANY OTHER GOVERNMENTAL OR PRIVATE INSURER. The Participation Documents contain additional risk factors specific to each offering, which Participants should review carefully.
Participations are restricted securities within the meaning of Rule 144 under the Securities Act and may not be sold, transferred, pledged, hypothecated, or otherwise disposed of except (a) pursuant to an effective registration statement under the Securities Act and applicable state blue-sky laws, (b) pursuant to an exemption from registration that is reasonably acceptable to OfferMarket Capital LLC, or (c) as otherwise expressly permitted by the Participation Documents. There is no public market for any Participation, and OfferMarket Capital LLC is not obligated to repurchase any Participation or to facilitate any secondary market or transfer. Any transfer is subject to OfferMarket Capital LLC’s prior written consent (which may be withheld in its sole discretion) and to the transferee meeting all eligibility requirements applicable to the original Participant.
Participations are not deposits with, nor obligations of, any bank, and are not insured by the Federal Deposit Insurance Corporation, the National Credit Union Administration Share Insurance Fund, the Securities Investor Protection Corporation, or any other governmental or private insurance program. OfferMarket Capital LLC is not a bank, trust company, credit union, or other depository institution.
OfferMarket may, from time to time, describe the existence of the Participation Program on the Services and in marketing materials. Any such description is for general informational purposes only and does not, and is not intended to, (i) offer or solicit any Participation, (ii) constitute general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D except where OfferMarket Capital LLC expressly elects to rely on Rule 506(c) and complies with its accredited-investor verification requirements, (iii) constitute investment advice, or (iv) form the basis of any investment decision. Performance data, return ranges, default statistics, and similar information presented on the Services (a) may not reflect current results, (b) do not represent the experience of any particular Participant, (c) are subject to the risks, qualifications, and assumptions described in the Participation Documents, and (d) are not a guarantee of future results.
Notwithstanding Section 15, you and OfferMarket Capital LLC agree that the dispute-resolution provisions of the applicable Participation Documents, including any arbitration, mediation, jury-trial-waiver, class-waiver, governing-law, and forum-selection provisions therein, govern any dispute arising out of or relating to the Participation, the Participation Documents, or the offer, sale, purchase, or performance of any Participation. To the extent the Participation Documents are silent and applicable securities laws or self-regulatory-organization rules (including FINRA rules, if applicable) prohibit the pre-dispute arbitration or class-waiver provisions of Section 15 as applied to a particular securities claim, that claim is carved out of Section 15 and will instead be resolved as required by those laws or rules. All other claims between you and OfferMarket Capital LLC (including claims unrelated to the Participation) remain subject to Section 15.
Without limiting Section 14.3, you agree to defend, indemnify, and hold harmless the OfferMarket Parties from and against any claim, demand, action, investigation, loss, damage, liability, judgment, settlement, cost, or expense (including reasonable attorneys’ fees) arising out of or relating to (a) any breach of your representations in Section 2.8.5, (b) any misstatement or omission in any information you provide in connection with your subscription for a Participation, (c) any unauthorized transfer of a Participation by you, (d) any claim by a person to whom you provided information about a Participation in violation of the no-general-solicitation requirements applicable to a Rule 506(b) offering, and (e) any tax or regulatory liability assessed against the OfferMarket Parties arising from your participation. Notwithstanding the foregoing, no provision of this Section 2.8 (including this Section 2.8.13 and Sections 2.8.7 and 14.2) is intended to, and shall not be construed to, waive compliance with any provision of the federal securities laws, including Section 14 of the Securities Act and Section 29(a) of the Exchange Act, or to limit any non-waivable right or remedy a Participant may have under applicable securities law.
Sections 2.8.5, 2.8.7, 2.8.9, 2.8.13, and this Section 2.8.14 survive the closing of any Participation, the termination of any Participation, the termination of these Terms, and the termination of the Participant’s account.
You agree not to, and not to permit any third party to:
We commonly work with capital providers, wholesalers, sellers, brokers, title companies, insurance agencies, and other counterparties to operate the Services. You agree not to (i) contact any OfferMarket capital provider, partner, wholesaler, seller of record, broker, vendor, or counterparty introduced to you through the Services for the purpose of avoiding OfferMarket’s fees or commissions, (ii) directly or indirectly transact around OfferMarket with any party first identified to you through the Services, or (iii) otherwise attempt to remove OfferMarket from the transaction. For OfferMarket Exclusive Listings, you also agree not to contact the owner of record or their affiliates outside of the OfferMarket platform. The non-circumvention obligations in this Section survive termination for three (3) years.
You may receive non-public information about Listings, Loans, capital providers, pricing, underwriting criteria, customers, and operations (“Proprietary Information”). You agree (i) not to disclose Proprietary Information to any third party, (ii) to disclose it only to your own agents and employees who need it to act on your behalf and who are bound by confidentiality obligations no less protective than these, and (iii) to use at least reasonable care to prevent unauthorized use or disclosure. The foregoing does not apply to information that is or becomes publicly available without your fault, was lawfully in your possession before disclosure, or was independently developed without use of Proprietary Information. If legally compelled to disclose, you will give us prompt prior notice and reasonable cooperation to seek a protective order.
For Loans, Listings, and transaction services, we use preferred settlement service providers (including escrow, title, insurance, lending, and resale brokerage) to ensure a timely and efficient closing. When you obtain rights under a Listing or Loan, the contract of sale, assignment, or loan documents may identify and require the use of these providers. We may receive compensation from these providers. Their fees will be disclosed on or before closing. You are responsible for investigating each provider and its fees before agreeing to use them.
OfferMarket acts on its own behalf and not as your agent, broker, fiduciary, investment adviser, attorney, accountant, or tax advisor. Nothing in these Terms or in any Service creates an agency, partnership, joint venture, or fiduciary relationship between you and OfferMarket. You have not relied on any statement, projection, analysis, calculator output, or advice from OfferMarket, and you have sought (or had the opportunity to seek) your own independent legal, tax, accounting, real estate, and financial advice before using the Services or entering into any transaction.
Unless you expressly disclose otherwise to OfferMarket in writing through our standard offer submission or loan-request form, you represent, warrant, and covenant that you are using the Services in connection with the business of investing in residential real estate, that any property acquired or financed through the Services will be acquired, financed, and held for business, commercial, or agricultural purposes within the meaning of 12 C.F.R. § 1026.3(a)(1), and that neither you nor any member, officer, director, employee, agent, or family member of any of the foregoing will occupy any Listing or property securing any Loan for personal, family, or household use. The more specific representations in Sections 2.1.7 (Buyer), 2.2.6 (Borrower), and 2.5.2 (Referrer / Referred Loan) supplement and reinforce this general representation; in the event of any inconsistency, the more specific representation controls.
By providing OfferMarket with a telephone number or email address — whether on the Services, through a lead form, by application, by referral, by phone, in person, in any document you sign, or otherwise — and by checking any box or clicking any button referencing this Section, you provide your prior express written consent under the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the “TCPA”), and its implementing regulations, and your prior express consent under all other applicable federal and state laws, for OfferMarket and OfferMarket Capital LLC, together with their affiliates, agents, service providers, capital providers, insurance partners, and lender partners (collectively, the “Contacting Parties”), to contact you at the telephone number(s) and email address(es) you provide, even if those numbers are on any internal, state, or federal Do-Not-Call list. You agree the Contacting Parties may contact you using any method, including: (a) live calls; (b) prerecorded or artificial voice messages; (c) calls or text messages made or initiated by an automatic telephone dialing system or any technology that dials from a list; (d) SMS, MMS, RCS, or any successor messaging technology; and (e) email. You acknowledge that consent is not a condition of purchase, of qualifying for a Loan, or of obtaining any Service. Message and data rates may apply. Message frequency varies.
You agree the Contacting Parties may contact you about any topic reasonably related to the Services or your relationship with OfferMarket, including: account servicing; loan applications, quotes, term sheets, conditions, closings, and servicing; insurance quotes and policies; Listings, offers, tours, transactions, and transaction management; the Referral Program; marketing of OfferMarket and OfferMarket Capital LLC products and services; partner lender and insurance partner marketing relevant to your inquiry; surveys; debt collection; legal and regulatory notices; and any other purpose disclosed at the time of consent or in our Privacy Policy. You acknowledge that the Eleventh Circuit’s decision in Insurance Marketing Coalition Ltd. v. FCC, 127 F.4th 303 (11th Cir. 2025), confirmed that a single instance of prior express consent may authorize communications from multiple identified sellers, and you expressly consent to contact from each of the Contacting Parties as a group.
Each time you provide a telephone number to OfferMarket, you represent and warrant that: (a) the number is assigned to you and is not assigned to any other person; (b) you are the regular user and customary recipient of calls and texts to that number; (c) you are authorized to consent to receiving the communications described in this Section at that number on behalf of any other user of that number; (d) you will promptly notify OfferMarket in writing if the number is reassigned, ported, transferred, disconnected, or no longer yours; and (e) you have read, understand, and agree to this Section. You agree that, until OfferMarket actually receives such written notice and has a reasonable time (not to exceed 10 business days) to update its systems, OfferMarket’s continued contact at the number is made with your consent. You agree to indemnify the OfferMarket Parties for any claim arising from your failure to provide such notice, including any claim brought by a subsequent assignee of the number.
You may revoke your consent to receive marketing or telemarketing calls or texts at any time, in any reasonable manner that clearly communicates your desire to opt out. Reasonable methods include, without limitation: (i) replying with words such as STOP, QUIT, END, REVOKE, OPT OUT, CANCEL, or UNSUBSCRIBE to any text message; (ii) saying “stop calling” or words of similar effect during a live call; (iii) clicking the unsubscribe link in any marketing email; or (iv) emailing hello@offermarket.us or legal@offermarket.us with a clear opt-out request. OfferMarket will process your revocation as soon as practicable and in any event within 10 business days of receipt. OfferMarket may send a one-time confirmation message to acknowledge your revocation, which may seek clarification on the categories of communications you wish to stop, in accordance with 47 C.F.R. § 64.1200(a)(10). After revocation, OfferMarket and its affiliates may continue to send non-marketing, account-related, transactional, informational, debt-collection, and legally required communications, and may contact you with your renewed express consent. Revocation of consent under this Section does not revoke consent under Section 9.5 (call recording) or Section 9.6 (email), each of which is governed independently.
You consent to the recording, monitoring, transcription, and retention of any telephone call or videoconference between you (or any other individual on your behalf or at your number) and OfferMarket, its affiliates, agents, or service providers, regardless of who initiates the call, for training, quality assurance, dispute resolution, compliance, evidentiary, and any other lawful business purpose. You waive any right to receive any further disclosure of, or to consent again to, such recording or monitoring at the time of any specific call. If you do not consent to recording, do not communicate with OfferMarket by telephone or videoconference; instead, contact us by email.
By providing an email address, you consent to receive transactional, account, servicing, marketing, and informational emails from the Contacting Parties, and you consent to receive disclosures, notices, agreements, statements, and records relating to the Services electronically rather than in paper form, in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq. (“E-SIGN”). You confirm that you have the hardware and software necessary to access electronic records (a current web browser, a working email account, and a device capable of viewing PDF files), and that you can print or save such records. You may withdraw E-SIGN consent or update your email by contacting hello@offermarket.us, but doing so may limit your ability to use the Services.
OfferMarket maintains internal do-not-call procedures and trains its representatives accordingly. To the extent any state law (including the Florida Telephone Solicitation Act, the Washington Commercial Electronic Mail Act, the Oklahoma Telephone Solicitation Act, and any similar law) requires additional consent for autodialed or marketing calls or texts, by providing your information you also provide that additional consent at the maximum scope permitted by law. You acknowledge that this is a single, written consent to be contacted by the Contacting Parties as identified in this Section.
Without limiting the general scope of Section 15, you and OfferMarket expressly agree that any claim, controversy, or dispute arising out of or relating to the TCPA, the Telemarketing Sales Rule, any state telephone or anti-spam law, the CAN-SPAM Act, or any communication described in this Section 9 — including any claim for statutory damages — is a “Dispute” under these Terms and is subject to the binding individual arbitration agreement, the class action and mass-arbitration waiver, and the jury trial waiver set forth in Section 15.
This Section 9 survives the termination or expiration of these Terms and of your account.
All payments due to OfferMarket are stated exclusive of all taxes, duties, levies, and similar governmental assessments (collectively, “Taxes”). You are responsible for all Taxes associated with your use of the Services. If OfferMarket is required to collect or remit Taxes, the amount will be added to the payment due. You will not deduct or withhold Taxes from any amount payable to OfferMarket; if applicable law requires withholding, you will gross up the payment so that OfferMarket receives the full amount it would have received absent withholding. This Section survives termination.
OfferMarket collects, uses, retains, discloses, and otherwise processes information about you and your use of the Services as described in our Privacy Policy, which is available at offermarket.us/privacy-policy and incorporated into these Terms by reference. By accessing or using the Services, you authorize OfferMarket to share your information with the following categories of recipients, in addition to the authorizations set forth elsewhere in these Terms (including in Sections 2.2.4, 2.2.10, 2.3.2, and 9): (a) affiliates of OfferMarket, including OfferMarket Capital LLC; (b) Capital Providers and other lender partners (in connection with Loan inquiries, applications, originations, fundings, sales, servicing, and collections); (c) Insurance Partners (in connection with insurance quotes, applications, binding, and servicing); (d) appraisal management companies, appraisers, title companies, escrow agents, settlement agents, recording offices, flood-zone-determination vendors, and other settlement service providers; (e) loan servicers, sub-servicers, and successor servicers; (f) identity-verification, fraud-prevention, anti-money-laundering, sanctions-screening, and credit-reporting vendors and consumer reporting agencies; (g) communications, hosting, analytics, marketing-attribution, and customer-relationship-management vendors; (h) attorneys, accountants, auditors, and other professional advisors; (i) governmental, regulatory, judicial, or self-regulatory authorities, in response to lawful requests or as otherwise required or permitted by law; (j) any party in connection with an actual or proposed merger, acquisition, financing, sale, reorganization, or other corporate transaction involving OfferMarket; and (k) any other partner described on the Services or that pays OfferMarket a referral, affiliate, or marketing fee in connection with the matters in (b) through (g). OfferMarket may receive compensation in connection with any of the foregoing arrangements. In the event of any conflict between this Section 11 and the Privacy Policy, the Privacy Policy controls solely with respect to the categories of personal information OfferMarket collects and the rights and choices it affords you under applicable privacy law; this Section 11 otherwise controls.
OfferMarket is committed to making the Services usable by the broadest possible audience, including people with disabilities. We strive to design, build, and maintain our website and mobile experiences in substantial conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, published by the World Wide Web Consortium, as our reference technical standard. We work on accessibility on an ongoing basis: we conduct periodic reviews of the Services, train relevant personnel, evaluate third-party tools we use, and remediate barriers as we identify them. Accessibility is a continuing effort, not a single event.
Despite our ongoing efforts, no website can be guaranteed to be fully accessible to every user on every device at every moment. The Services include content and functionality from third parties — including Listings, photographs, property descriptions, documents, calculators, videos, maps, advertising, and integrated services from sellers, wholesalers, insurance partners, lender partners, and other vendors (collectively, “Third-Party Content”). We do not create, control, or audit Third-Party Content, and we do not represent or warrant that Third-Party Content conforms to any accessibility standard. Reference in these Terms or in our Accessibility Statement to any standard (including WCAG 2.1 AA) is a statement of our internal aspiration and does not create, and is not intended to create, any contractual or legal obligation, express warranty, or admission of legal duty, and shall not be construed as such.
If, at any time, you have difficulty accessing or using any part of the Services because of a disability, OfferMarket will provide the information, conduct the transaction, or otherwise make the relevant Service available to you through alternative means of access. You may contact our accessibility team for assistance in any of the following ways: by telephone at 1-443-492-9941 during normal business hours (Eastern Time); by email at accessibility@offermarket.us; or in writing to PGP, LLC d/b/a OfferMarket, Attn: Accessibility, at the address listed on the Services. We will respond to accessibility assistance requests as promptly as reasonably practicable.
Before filing any lawsuit, demand letter, administrative complaint, or arbitration demand against OfferMarket alleging that any portion of the Services is inaccessible or otherwise violates the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq. (“ADA”), Section 504 of the Rehabilitation Act, the California Unruh Civil Rights Act, the New York State Human Rights Law, the New York City Human Rights Law, or any other federal, state, or local law concerning the accessibility of digital content or places of public accommodation (an “Accessibility Claim”), you agree to first provide OfferMarket with written notice describing, with reasonable specificity: (a) the URL, screen, or feature alleged to be inaccessible; (b) the assistive technology used (including its name, version, and configuration); (c) the device, browser, and operating system used; (d) the nature of the alleged barrier and the goods, services, or information you were unable to access; and (e) the date and time of the attempted access. Such notice must be sent to accessibility@offermarket.us and legal@offermarket.us. You agree to give OfferMarket at least sixty (60) days after receipt of your notice to investigate and, where appropriate, remediate the issue or offer alternative means of access, before commencing any proceeding. The statute of limitations applicable to any Accessibility Claim shall be tolled during this notice-and-cure period. This Section is intended to provide OfferMarket a fair opportunity to address accessibility issues directly and to facilitate the early resolution of disputes; it does not waive any claim, but a failure to comply with this Section may, where permitted by law, be raised by OfferMarket as a defense (including mootness, failure to exhaust contractual remedies, and unclean hands).
Nothing in this Section or in our Accessibility Statement constitutes an admission that any portion of the Services is, was, or is required to be a “place of public accommodation” under the ADA or any analogous law, that the ADA or any analogous law applies to any particular feature of the Services, or that any specific technical standard (including WCAG 2.1 AA) is legally required. OfferMarket reserves all rights and defenses available under applicable law, including, without limitation, the nexus defense, mootness, lack of standing, and primary-jurisdiction abstention.
Without limiting the general scope of Section 15, you and OfferMarket expressly agree that any Accessibility Claim arising out of or relating to the Services — including any claim for statutory damages under the California Unruh Civil Rights Act, the New York City Human Rights Law, the New York State Human Rights Law, the New York State Civil Rights Law, the New York General Business Law § 349, or any analogous state or local law — is a “Dispute” under these Terms and, to the fullest extent permitted by law, is subject to the binding individual arbitration agreement, the class action and mass-arbitration waiver, and the jury trial waiver set forth in Section 15. The parties acknowledge that injunctive relief sought solely to remediate a website accessibility barrier may be ordered by the arbitrator on an individual basis as necessary to provide relief to the individual claimant, but the arbitrator shall not order classwide, public, or non-party injunctive relief.
Our current Accessibility Statement is available at offermarket.us/accessibility-statement and is incorporated into these Terms by reference. We may update it from time to time. In the event of any conflict between this Section 12 and the Accessibility Statement, this Section 12 controls.
The Services and all content provided by us — including text, images, graphics, designs, logos, calculators, software, documentation, and the look and feel of the Services (collectively, “Content”) — are owned by OfferMarket or its licensors and are protected by U.S. and international intellectual property laws. Subject to your compliance with these Terms, OfferMarket grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for their intended purpose. All rights not expressly granted are reserved.
If you submit Listings, photos, descriptions, reviews, testimonials, referrals, application data, or any other content to the Services (“User Content”), you grant OfferMarket a worldwide, royalty-free, fully paid-up, sublicensable, transferable license to host, store, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content solely in connection with operating, providing, marketing, and improving the Services and the business of OfferMarket and its affiliates. The license is non-exclusive (you retain ownership), and is irrevocable for so long as the User Content remains on the Services or is in active use by OfferMarket in connection with the Services. If you remove User Content or close your account, the license terminates as to active use, but you acknowledge that (i) User Content already shared with other users, incorporated into third-party Listings or transactions, or made available to Authorized Users may not be retrievable, (ii) OfferMarket may retain copies of User Content in backups, archives, and compliance records for as long as reasonably necessary for legal, regulatory, audit, dispute-resolution, fraud-prevention, and business-continuity purposes, and (iii) User Content that has been aggregated, anonymized, or de-identified is not subject to the foregoing termination right. You represent and warrant that you have all rights necessary to grant this license and that your User Content does not violate any law or third-party right.
THE SERVICES, THE LISTINGS, THE RESOURCES, AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OFFERMARKET AND ITS AFFILIATES (INCLUDING OFFERMARKET CAPITAL LLC), OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CAPITAL PROVIDERS, PARTNERS, SERVICE PROVIDERS, AND LICENSORS (COLLECTIVELY, THE “OFFERMARKET PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, NO OFFERMARKET PARTY WARRANTS OR REPRESENTS THAT (A) ANY LISTING IS ACCURATE, COMPLETE, MARKETABLE, FREE OF DEFECTS, OR A SOUND INVESTMENT; (B) ANY LOAN WILL BE FUNDED OR FUNDED ON ANY PARTICULAR TERMS; (C) ANY CALCULATOR, MODEL, VALUATION, OR FORECAST IS ACCURATE OR ACHIEVABLE; (D) THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; OR (E) ANY DEFECT WILL BE CORRECTED. ALL REAL ESTATE INVESTMENT INVOLVES SUBSTANTIAL RISK, INCLUDING LOSS OF PRINCIPAL, AND YOU ASSUME THAT RISK IN FULL.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY OFFERMARKET PARTY BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY (CONTRACT, TORT INCLUDING NEGLIGENCE, STATUTE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS, LOST REVENUES, LOST BUSINESS, LOST GOODWILL, LOST DATA, LOST OPPORTUNITIES, OR COST OF SUBSTITUTE PRODUCTS OR SERVICES; OR ANY DAMAGES ARISING FROM (A) ANY LISTING OR TRANSACTION, (B) ANY DECISION TO LEND OR NOT LEND, (C) RELIANCE ON ANY RESOURCE, CALCULATOR, OR INFORMATION, OR (D) THE ACTS OR OMISSIONS OF ANY THIRD PARTY, EVEN IF THE OFFERMARKET PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE OFFERMARKET PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES YOU ACTUALLY PAID TO OFFERMARKET IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN.
You will defend, indemnify, and hold harmless the OfferMarket Parties from and against any and all claims, demands, actions, investigations, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) your access to or use of the Services; (b) your User Content (including any Listing, photograph, description, video, document, or other material you upload or submit, and any accessibility, intellectual-property, defamation, or privacy claim arising from such User Content); (c) your violation of these Terms; (d) your violation of any law or third-party right; (e) any transaction you enter into with any third party (including any seller, wholesaler, buyer, lender, capital provider, insurance carrier, or service provider) introduced through the Services; or (f) any dispute between you and any other user or third party. OfferMarket may, at its option, assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate fully. You may not settle any matter without OfferMarket’s prior written consent.
PLEASE READ THIS SECTION 15 CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH OFFERMARKET THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, WAIVES YOUR RIGHT TO A JURY TRIAL, AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR MASS-ARBITRATION PROCEEDING. YOU MAY OPT OUT OF THIS SECTION 15 IN ACCORDANCE WITH SECTION 15.10.
You and OfferMarket agree that any past, present, or future dispute, claim, or controversy arising out of or relating to these Terms, the Services, the Resources, the Listings, any Loan, any transaction, any communication, any advertising, any privacy issue, any tort claim, any statutory claim, the relationship between us, or the breach, termination, enforcement, interpretation, validity, scope, or enforceability of this arbitration agreement (each, a “Dispute”) will be resolved exclusively by final and binding individual arbitration, and not in court, except as expressly provided below.
This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) (the “FAA”). The parties agree the Services and these Terms evidence a transaction involving interstate commerce.
Notwithstanding Section 15.1, the following may be brought outside of arbitration: (a) an individual action in small claims court if it qualifies and remains in that court on an individual, non-class basis; (b) an action by either party to enforce intellectual property rights, including injunctive relief to prevent infringement, misappropriation, or unauthorized use; (c) an action to enforce, vacate, modify, or confirm an arbitration award; and (d) any claim that, by law, may not be subject to pre-dispute arbitration (including, as required by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021, claims of sexual assault or sexual harassment, which you may elect to bring in court).
Before initiating arbitration, the party raising a Dispute must first send a written Notice of Dispute to the other party. Your Notice of Dispute must be sent to OfferMarket at legal@offermarket.us with a copy to PGP, LLC d/b/a OfferMarket, Attn: Legal, at the address listed on the Services. Our Notice of Dispute will be sent to the email address associated with your account. The Notice of Dispute must (i) describe the nature and basis of the claim, (ii) identify the specific relief sought, and (iii) include your name, address, and account information. The parties will negotiate in good faith for at least thirty (30) days after delivery of a Notice of Dispute before either may commence arbitration. The statute of limitations and any filing fee deadlines will be tolled while the parties engage in this informal process. If a Dispute is not resolved within thirty (30) days, the claimant may commence arbitration. A claim filed before completion of this informal process may be dismissed without prejudice on that basis.
The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, or, if the amount in controversy exceeds $250,000, its Comprehensive Arbitration Rules and Procedures, in each case as in effect when the arbitration is commenced (the “JAMS Rules”), and as modified by these Terms. If JAMS is unavailable or unwilling to administer the arbitration in accordance with these Terms, the arbitration will instead be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (for claims of $75,000 or less) or its Commercial Arbitration Rules (for claims exceeding $75,000), in each case as modified by these Terms. If neither JAMS nor AAA is available, the parties will select a comparable alternative arbitration provider; if they cannot agree within thirty (30) days, either party may petition a court of competent jurisdiction to appoint one under Section 5 of the FAA. The JAMS Rules are available at www.jamsadr.com and the AAA Rules are available at www.adr.org.
A single neutral arbitrator will conduct the arbitration. The arbitrator has exclusive authority to resolve any Dispute, including the scope, applicability, and enforceability of this arbitration agreement, except that a court of competent jurisdiction (and not an arbitrator) will decide any challenge to the Class Action Waiver in Section 15.7. The arbitrator may grant any remedy or relief that would be available in court under applicable law and the JAMS Rules, but only on an individual basis. Unless the parties agree otherwise, the arbitration seat will be Baltimore, Maryland, and the hearing (if any) will be held in Baltimore, Maryland, or by videoconference. For any claim of $25,000 or less, the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, unless the claimant requests an in-person or videoconference hearing.
The party initiating the arbitration is responsible for the initial filing fee in accordance with the JAMS Rules, except that OfferMarket will pay the portion of the filing fee that exceeds the cost of filing the same claim in the U.S. District Court for the District of Maryland for any consumer claim that is not frivolous. Each party will otherwise bear its own attorneys’ fees and costs except as the arbitrator may award under applicable law. The arbitrator may award attorneys’ fees and costs to the prevailing party only to the extent authorized by a statute that forms the basis of a claim or by these Terms.
YOU AND OFFERMARKET AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, PRIVATE-ATTORNEY-GENERAL, OR MASS-ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON, MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING, AND MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, OR DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM. IF A COURT DECIDES THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE WITH RESPECT TO ANY PARTICULAR CLAIM OR REQUEST FOR RELIEF, THAT CLAIM OR REQUEST WILL BE SEVERED AND BROUGHT IN A COURT OF COMPETENT JURISDICTION UNDER SECTION 16, BUT THE REMAINDER OF THIS SECTION 15 WILL REMAIN IN EFFECT AND BE ENFORCED IN ARBITRATION.
“Mass arbitration” means twenty-five (25) or more substantially similar claims brought by or coordinated by the same law firm or coordinated set of law firms. The parties agree that mass arbitration is inconsistent with the individualized nature of the arbitration agreement and is not authorized under these Terms. Any such claims must be filed as individual proceedings, and the arbitrator and JAMS will refuse to administer batches of claims that are not, in substance, individually prepared and submitted.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER SUCH CLAIM IS HEARD IN COURT OR IN ARBITRATION. THIS WAIVER APPLIES EVEN IF THIS SECTION 15 IS HELD UNENFORCEABLE IN WHOLE OR IN PART.
Except as required by law or to enforce or challenge an award, the parties and the arbitrator will treat the existence, content, and result of the arbitration as confidential.
You have the right to opt out of Sections 15.1 through 15.7 and 15.9 (the “Arbitration Provisions”), but not Section 15.8 (Jury Trial Waiver), by sending a written opt-out notice to legal@offermarket.us within thirty (30) days of the date you first accept these Terms (or, for existing users, within thirty (30) days of the date these Terms first apply to you). Your opt-out notice must include your full name, the email address associated with your account, your mailing address, and a clear statement that you wish to opt out of arbitration. An opt-out is effective only as to the user who sends it and only as to the Arbitration Provisions; all other provisions of these Terms (including the Class Action Waiver, the Jury Trial Waiver, and the forum-selection and choice-of-law clauses) remain in full force and effect.
This Section 15 survives the termination of these Terms and of your account. If any portion of this Section 15 (other than the Class Action Waiver) is found unenforceable, that portion will be severed and the remainder of this Section 15 will remain in effect. If the Class Action Waiver is found unenforceable as to any claim for public injunctive relief or other claim, then that claim alone will be severed and brought in court under Section 16, and the remainder of this Section 15 will be enforced in arbitration.
These Terms, and any Dispute, are governed by the laws of the State of Maryland, excluding its conflict-of-laws rules, and, where applicable, by the FAA. For any claim that is not subject to arbitration under Section 15 (including any claim by either party for injunctive relief to enforce intellectual property rights, any small-claims action, and any claim if you validly opt out of arbitration under Section 15.10), you and OfferMarket consent to the exclusive jurisdiction of, and venue in, the state and federal courts located in Baltimore City or Baltimore County, Maryland, and waive any objection on the grounds of personal jurisdiction, venue, or inconvenient forum.
To the fullest extent permitted by law, any claim or cause of action arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues; otherwise, the claim is permanently barred. This shortened limitations period does not apply to any claim by OfferMarket to collect amounts owed to it or to enforce its intellectual property rights.
We may modify or discontinue the Services or any feature, in whole or in part, at any time and without liability. We may amend these Terms at any time. When we make material changes, we will provide notice by posting the updated Terms on the Services and updating the “Last Updated” date, and where reasonable, by additional notice (such as email or in-product notification). The updated Terms will become effective when posted (or on such later effective date as we specify). Your continued use of the Services after the effective date constitutes your acceptance of the updated Terms. If you do not agree, your sole remedy is to stop using the Services and close your account.
We may suspend or terminate your access to all or any portion of the Services at any time, with or without notice and with or without cause, in our sole discretion. Upon termination, all licenses granted to you immediately end. Sections that by their nature should survive termination will survive, including without limitation: Sections 2.1.6 (Wholesaler-Lister Representations), 2.1.7 (Seller-Lister and Buyer Representations), 2.1.9 (Fair Housing), 2.1.12 (Marketplace Anti-Circumvention) for three (3) years, 2.1.14 (Marketplace Indemnification), 2.2.6 (Borrower Representations), 2.2.9 (Servicing and Assignment), 2.2.11 (Lending Indemnification), 2.3.7 (Insurance Contract Between You and Carrier), 2.3.10 (Insurance Indemnification), 2.5.6 (Referrer Representations), 2.5.7 (Referrer Indemnification), 2.5.8 (Payment, Taxes, Reporting), 2.5.9 (Anti-Fraud and Clawback), 2.5.12 (Referral Program Survival), 2.7.4 (Permitted Use of Loan File Data), 2.7.5 (Confidentiality and Information Security of Loan File Data), 2.7.6 (Anti-Solicitation), 2.7.8 (Authorized User Representations), 2.7.11 (Authorized User Indemnification), 2.7.12 (LOS Survival), 2.8.5 (Participant Representations), 2.8.7 (Conflicts of Interest), 2.8.9 (Transfer Restrictions), 2.8.13 (Securities-Specific Indemnification), 2.8.14 (Participation Survival), 4 (Non-Circumvention) for three (3) years, 5 (Confidentiality), 7 (No Agency), 8 (Business Purpose Representation), 9 (Telephone, Text, and Email Consent), 10 (Taxes), 11 (Customer Data), 12 (Accessibility), 13 (IP and User Content License), 14 (Disclaimers, Limitation, Indemnity), 15 (Arbitration), 16 (Governing Law and Limitations), this Section 18, and 19 (Miscellaneous).
Entire Agreement. These Terms, together with the Privacy Policy and any additional terms you accept (such as loan documents, listing agreements, or program-specific terms), constitute the entire agreement between you and OfferMarket regarding the Services and supersede all prior or contemporaneous understandings.
Order of Precedence. In the event of a conflict between these Terms, the Privacy Policy, and any program-specific terms or order, the order of precedence is: (i) the executed program-specific terms or order; (ii) these Terms; and (iii) the Privacy Policy.
Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent, and any attempt to do so is void. We may freely assign these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets.
No Waiver. No waiver by either party of any breach is a waiver of any subsequent breach. No failure or delay in exercising any right is a waiver.
Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect, except as expressly provided in Section 15.
Force Majeure. No OfferMarket Party will be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, epidemic, government action, sanctions, labor disputes, network or utility failures, cyber-attacks, ransomware, denial-of-service attacks, data breach of a third party, failure, error, or outage of any artificial-intelligence or machine-learning model or service used by OfferMarket or a vendor, or third-party service interruptions.
Notices to OfferMarket. Notices to OfferMarket must be in writing and sent to legal@offermarket.us, with a copy to PGP, LLC d/b/a OfferMarket, Attn: Legal, at the mailing address listed on the Services. Notices to you may be given by email to the address associated with your account or by posting on the Services.
Headings. Headings are for convenience only and do not affect interpretation.
Contact. Questions about these Terms? Email legal@offermarket.us or call 1-443-492-9941.