VLN, Inc. Trading Desk User Agreement

Terms of Use

This Agreement states the terms and conditions that govern your use of the VLN Trading Platform (the "System") and is a legal agreement between the User, Investor, and the Company (“Terms of Use”). In order to gain access to the System you must complete an Investor Application and be approved by the Company. As used herein: the term "Company" means, collectively, VLN Partners, and any of its operating subsidiaries or affiliates doing business under the name "VLN" or any variant thereof, and their respective officers, directors, employees and agents; the term "Investor" means any approved applicant of the Company authorized to access the System and/or the information contained in the System; the term "User" means (1) an approved individual investor, or (2) an employee of an Investor who is duly authorized to access the System and/or the information contained in the System; and the terms "you" or "your" mean and refer to any User of the System. Access to the System is strictly limited to Users who are granted authorization.

General User Provisions:

Company operates and maintains the System as a trading platform where Investors can bid on the purchase of and negotiate the sale of whole residential mortgage loans (“Loans”). Bidding on a Loan indicates the User’s intent to purchase that Loan and is considered a legally binding contract between yourself and the seller of the Loan. Bids cannot be cancelled once they are submitted. Upon receiving notification that a User has placed the winning bid, the User is obligated to purchase to the Loan. This System is provided only as venue for approved Investors and Users. By accessing the System, you agree to be bound by the Terms of Use set forth herein. These Terms of Use are subject to change from time to time at Company’s discretion. Any changes will be incorporated into the Terms of Use posted to the System, and by accessing the System from time to time you acknowledge and agree to be bound by such updated Terms of Use then in effect.

System Content:

User acknowledges that it alone is responsible for determining the Loans for which it would like to purchase or sale and the suitability of its investment choices in light of its particular circumstances. User understands that Company assumes no responsibility for such determination. User assumes full responsibility for each and every transaction in or for User’s account and for its own investment strategies and decisions. User understand and agrees that Company and its affiliates will have no liability whatsoever for the results of its investment strategies, transactions and decisions.

Nothing contained in these Terms of Use shall be deemed to constitute either party to become the partner of the other, the agent or legal representative of the other, nor create any fiduciary relationship between them, except as otherwise expressly provided herein. Neither party shall have any authority to act for or to assume any obligation or responsibility on behalf of the other party, except as otherwise expressly provided herein.

Company shall devote such time and best efforts to maintain the System as is reasonable and adequate to render the services contemplated by this agreement.

User's Limited Rights:

Company grants User, and User shall have, only a limited, revocable, non-exclusive license to access and use the System and User shall only use the System for conducting transactions as described herein.

All materials provided on the System, including but not limited to information, documents, products, logos, graphics, images, auctions, and services are the wholly owned and copyrighted work of Company. None of the materials posted herein may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, without the prior express written permission of the Company. You may not "mirror" any materials contained on this Website on any other server or site without the Company's prior written consent.

Every User has the responsibility to use the System for a valid business purpose in an efficient, moral, ethical and lawful manner. Every User who is granted authorization for access to the System also acknowledges that he/she must strictly comply with all applicable privacy statutes or regulations, whether state or federal, including, but not limited to, the Gramm-Leach-Bliley Act. A User must protect and safeguard private, non-public information of the Company and/or its customers or other third parties obtained from the System from disclosure to any third parties who do not have authorization and a valid business purpose to obtain such information. Every User who is granted authorization for access to the System acknowledges that he/she is also subject to the Company's Privacy Statement (regarding confidentiality of customer information) that he/she has read and agrees to be bound by these terms.

To prevent unauthorized use of the System, you agree to protect and keep confidential your User Name and Password (collectively referred to as "Login") used to gain access to the System. If you permit any other person or entity to use your Login to access the System, you are responsible for any activity, lawful or unlawful, performed from your Login and from any use of your Login by such person or entity.

The Company reserves the right to refuse service to anyone for any reason. This right will be exercised when it becomes evident a User is in some way abusing the system. You acknowledge and agree that you are personally responsible for your conduct while using the System, and you expressly agree to indemnify and hold the Company harmless from and against any loss damage, liability, cost and expense of any kind (including, but not limited to, reasonable attorney's fees) that the Company may incur as a result of any claim by a third party or otherwise in connection with your use of the System, the use of the System by anyone using your Login, any violation of by you of this Agreement or the rights or any third party (including, but not limited to, privacy rights). Your liability under this section shall survive termination of this Agreement.

Use of this System may be monitored, tracked and recorded. By logging into the System as a user you are indicating your consent to be bound by this entire agreement and you expressly consent to such monitoring.

Dispute Resolution:

If any dispute, claim or controversy arises between Company and User, including, but not limited to, any dispute, claim or controversy arising out of or relating in any way to the System or its use, the scope of the Terms of Use, or the termination, enforcement, interpretation or validity of any matter in which Company and User have or alleged to have an interest (collectively, a “Dispute”), that Dispute shall be settled by arbitration, pursuant to the laws of the State of Oklahoma, in accordance and to the extent permitted by the laws of the governing jurisdiction arbitration act. The Parties to the arbitration shall select one (1) arbitrator. The arbitrators' ruling shall be binding upon the parties to the fullest extent permitted by the laws of the governing jurisdiction. Should any arise, such arbitration shall occur in Oklahoma City, Oklahoma, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence and legal counsel.

Limitation on Liability:

Under no circumstances shall Company be liable for any direct, indirect, incidental, consequential or exemplary damages of any kind, even if Company has been advised of the possibility of such damages, resulting directly or indirectly from any aspect of User’s use of the System or any interactions or dealings arising from User’s use of the System or any Content, whether arising from (i) misuse, inability to use, interruption of use, or suspension, modification or termination of the System; (ii) any services obtained as a result of using the System; (iii) any Loans listed, purchased or sold on the System; (iv) any Content posted on the System.

If there is a Dispute among multiple User’s, User hereby releases Company from all claims, demands actual and consequential damages of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes, the System or Content.

Indemnity:

User shall indemnify and hold Company harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of User’s use of the System, any violation of the Terms of Use by User and User’s breach of any of its covenants, representations and warranties herein.

Entire Agreement:

The Terms of Use, together with any written agreements between User, Investor and Company, including but not limited to, The Trading Platform Agreement, constitute the entire agreement between User, Investor and Company and govern the User’s use of the System, superseding any prior agreements between the Parties. All agreement, including these Terms of Use shall be governed by the laws of the State of Oklahoma without regard to its conflict of law provisions.

DISCLAIMER:

EXCEPT AS SPECIFIED HEREIN, THE SERVICES ON THE SYSTEM ARE PROVIDED SOLELY ON AN "AS IS" BASIS. COMPANY HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID IN YOUR JURISDICTION. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE PRODUCTS/SERVICES ARE SUFFICIENT FOR YOUR PURPOSES. COMPANY DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTIES, OR CONDITIONS AS TO THE QUALITY, SUITABILITY, ACCURACY, OR COMPLETENESS OF ANY OF THE PRODUCTS/SERVICES CONTAINED ON THE SYSTEM.