Effective Date: September 12, 2014
THIS AGREEMENT governs the use of Sabal Capital Group LLC’s Commercial Real Estate (CRE) Term Lending Portal website at lending.sabalfin.com. You must be a resident of the United States and at least 18 years of age to use the CRE Term Lending Portal. As used in this Agreement, the words "you" and "your" mean the Sabal customer (including commercial real estate brokers, potential borrowers and other users). "Sabal," "we," "us," and "our" mean Sabal Capital Group, LLC "Other Information Provider" means any provider of information accessible through Sabal, as defined below, other than Sabal. Other Information Providers may include third party service providers and loan purchasers, among others. "Internet Service Provider" means any Internet service provider providing connection to the Internet, any commercial online service provider providing connection to the Internet in addition to its own proprietary private network, for example, America Online. "Other Software Supplier" means any supplier of software used in CRE Term Lending Portal or used to access the CRE Term Lending Portal, other than Sabal.
The CRE Term Lending Portal is an online service provided by Sabal that helps you, as a commercial real estate mortgage broker or a potential borrower, to manage your loan application process by allowing you to manage your current deals and loan documents, and giving you access to your borrower’s accounts at Sabal through the Signature Next-Gen Application Process™ ("SNAP™").
NOTE: No loan commitments or loan agreements will be made through the CRE Term Lending Portal. All loan commitments and loan agreements will be provided and signed in hard copy and not through the CRE Term Lending Portal.
This Agreement between you and Sabal governs your use of the CRE Term Lending Portal, which includes a website and services and functionality provided by Sabal on or accessible through the website. Accounts and services provided by Sabal which you access and transact upon through the CRE Term Lending Portal may be governed by separate agreements with you. Services provided through the CRE Term Lending Portal are subject to the terms and instructions (including online Help tools and similar content) appearing on screen when enrolling in or using a particular service which terms and instructions are considered part of this Agreement.
You understand that by using the CRE Term Lending Portal, Sabal is granting you a revocable, non-exclusive limited license to access and use the CRE Term Lending Portal solely for the purposes of using the CRE Term Lending Portal as described below in Section D and you agree to the terms and conditions of this Agreement. You agree to use the CRE Term Lending Portal solely as provided in this Agreement. You agree that during such use Sabal may download certain information, including customer identification information, to your computer or other access device. By accepting this Agreement, you hereby authorize the applicable Other Information Providers to provide account information to Sabal and, as applicable, accept instructions initiated by you through the CRE Term Lending Portal to conduct transaction in your linked account(s).
You must register with your e-mail address and a password name, and we may also ask you to provide additional information, such as you company name, address, and telephone number You agree that you must keep this information accurate and up-to-date.
If you have created an account for a business entity, you represent that you are duly authorized to do business in the United States; and your employees, officers, representatives, and other agents accessing the CRE Term Lending Portal are duly authorized to access the portal and to legally bind you to this Agreement and all transactions conducted under your username and password. If you are a business entity, you agree that all officers, employees, agents, representatives and others having access to the username and/or password shall be vested by you with the authority to use the CRE Term Lending Portal and to legally bind you. You shall be responsible for all actions by you and, if you are a business entity, for all actions by your current and former officers, employees, agents, representatives and others, regardless of whether authorized by you, that access the CRE Term Lending Portal using your user name and password. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT, UNAUTHORIZED OR OTHERWISE IMPROPER USE OF YOUR PASSWORD. WE SHALL BE ENTITLED TO RELY ON THE GENUINENESS AND AUTHORITY OF ALL INSTRUCTIONS RECEIVED BY US WHEN ACCOMPANIED BY SUCH PASSWORD, AND TO ACT ON SUCH INSTRUCTIONS.
You agree to properly maintain any accounts you have with Sabal, to comply with the rules and agreements governing these accounts, including commissions you may incur in connection with the transactions.
The CRE Term Lending Portal allows you to input information such as property addresses and information about borrowers. It also allows you to send e-mails to third parties, for example, for the purpose of requesting loan closing documents. When submitting information about third parties to us, you warrant and represent that you have the authority to provide us with such information, and that the information you provide is accurate and up-to-date.
The following are examples of what you can do using the CRE Term Lending Portal. Some services are subject to additional agreements.
The CRE Term Lending Portal has been designed to reduce the possibility of fraud and error by placing passwords ("Codes") under your control so that your accounts may be accessed only upon entry of valid Codes. You authorize Sabal to treat any instruction made on the CRE Term Lending Portal with valid Codes as if the instructions had been made in writing and signed by you. Unless there is substantial evidence to the contrary, Sabal records will be conclusive regarding any access to, or action taken through, the CRE Term Lending Portal. You are responsible for maintaining the confidentiality of the Codes and you will not allow any person (including another Sabal customer or your employee) to use the Codes You agree to inform Sabal promptly of any discrepancies that you discover. Sabal will therefore consider any access to the CRE Term Lending Portal through use of valid Codes to be duly authorized, and Sabal will carry out any instruction given regardless of the identity of the individual who is actually accessing the system. You confirm that the security system and controls are commercially reasonable and appropriate for you. Sabal may employ other controls to verify your identity as a condition to granting access including the collection and use of data that authenticates you or your computer. You agree to these security procedures, and acknowledge that if contacted, either by telephone or electronically, you will act or respond in compliance with requests resulting from these security procedures and will be bound by any decision not to act upon your instructions or to deny access to persons purporting to be you.
There are currently no monthly service charges or transaction fees for the CRE Term Lending Portal. You are also responsible for all telephone charges incurred in connecting to the CRE Term Lending Portal and charges by any Internet Service Provider. There may be separate charges for additional services you request on the CRE Term Lending Portal - for example, services of Other Information Providers. You will be informed of the cost of each additional service when you sign up for it.
By posting a revised version of this User Agreement on the CRE Term Lending Portal, Sabal may change this User Agreement, including but not limited to with respect to fees charged. You will be notified of any such change as required by applicable law, either by mail, e-mail, or other electronic message. We may change the CRE Term Lending Portal at any time in our sole discretion.
This agreement will remain in effect until it is terminated by you or Sabal. You understand that termination of this Agreement will also cancel any services you obtain from Other Information Providers. Sabal may cancel this Agreement and terminate your use of the CRE Term Lending Portal for any reason, at any time. We will try to notify you in advance, but we are not obliged to do so.
Sabal agrees to make reasonable efforts to ensure full performance of the CRE Term Lending Portal. Sabal will be responsible for acting only on those instructions sent through the secure messaging facility within the CRE Term Lending Portal which are actually received and cannot assume responsibility for malfunctions in communication facilities not under their control that may affect the accuracy or timeliness of messages you send. Sabal is not responsible for any losses or delays in transmission of instructions arising out of the use of any Internet Service Provider or caused by any browser software. Sabal is not responsible should you give incorrect instructions or if your payment instructions are not given sufficiently in advance to allow for timely payment or delays in mail service.
Any information you receive from Sabal or Other Information Providers is believed to be reliable. However, it can only be provided on a best efforts basis for your convenience and is not guaranteed. Neither Sabal nor any Other Information Provider is liable for any deficiencies in the accuracy, completeness, availability or timeliness of such information or for any investment or other decision made using this information.
None of Sabal or any Other Information Provider is responsible for any computer virus or related problems which may be attributable to services provided by any Internet Service Provider.
In the absence of gross negligence or willful misconduct on the part of Sabal: (a) none of Sabal, any Other Information Provider or any Other Software Supplier is responsible for any direct, indirect, special, incidental or consequential damages arising in any way out of the use of the CRE Term Lending Portal; (b) the entire liability of Sabal, Other Information Providers and Other Software Suppliers and your exclusive remedy with respect to the use of the CRE Term Lending Portal shall be the replacement of any browser or other software provided by Sabal to be used with the CRE Term Lending Portal that was found to be defective. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states the liability of Sabal, Other Information Providers and Other Software Suppliers is limited to the extent permitted by law.
NONE OF SABAL, ANY OTHER INFORMATION PROVIDER OR ANY OTHER SOFTWARE SUPPLIER MAKES ANY EXPRESS OR IMPLIED WARRANTIES CONCERNING THE CRE TERM LENDING PORTAL OR SERVICES OR BROWSER INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS UNLESS DISCLAIMING SUCH WARRANTIES IS PROHIBITED BY LAW.
The CRE Term Lending Portal gives you access to services and information from Sabal and Other Information Providers, which may be presented with a distinctive "look and feel." These services, information and "look and feel" are proprietary property of Sabal and Other Information Providers. You may not reproduce, sell or distribute all or any portion of the information provided to you by the CRE Term Lending Portal.
If you need assistance with the CRE Term Lending Portal, or if you need to communicate with Sabal, telephone Sabal at (844) 894-7627 or write to:
Sabal Capital Group, LLC
4676 MacArthur Court, 15th Floor
Newport Beach, CA 92660
You agree that we may record the conversations our employees have with you. We do this from time to time to monitor the quality of service and accuracy of information our employees give you, and to ensure that your instructions are followed.
Customer Service can help resolve CRE Term Lending Portal problems, but Customer Service is not authorized to waive any provision of this Agreement.
You agree to receive communications regarding your account electronically and will not attempt to circumvent receiving any messages. You are deemed to have received any electronic messages sent to you when they are made available to you. You may print a copy of such communications using the "print" function of your software, or you may request that Sabal mail you a paper copy of such communication by contacting Customer Service as provided in Section [K].
If any provision of this Agreement is deemed to be illegal or unenforceable, such provision shall be enforced to the extent possible, and any remaining illegality or unenforceability will not affect the validity or enforceability of any other provisions of this Agreement, which together will be construed as if such illegal or unenforceable provision had not been included in this Agreement.
Trademarks used on the CRE Term Lending Portal are the trademarks and registered trademarks of third parties. Your use of this website does not grant you any right or licenses with respect to such trademarks. Sabal and its licensors ("Site Content Owners") own all copyrights, patents, proprietary information, technologies, products, processes or other proprietary rights in or derived from all CRE Term Lending Portal materials, including, but not limited to, code, graphics, images, illustrations, designs, icons, photographs, audio clips, video clips, digital downloads, data compilations, button icons, logos, computer software and text (collectively, the " Sabal Website Content"). All such Sabal Website Content, including any compilations thereof, is the exclusive property of the Site Content Owners and is protected by United States and international copyright laws.
You agree to defend, indemnify and hold harmless Sabal and its officers, directors, shareholders, employees, agents, licensors, representatives, and third-party providers to the CRE Term Lending Portal (collectively the "Sabal Parties") from and against any and all claims, damages, losses, costs and expenses, including reasonable attorneys' fees, arising from or related to your use of the CRE Term Lending Portal or from any violation of this Agreement by you. The Sabal Parties reserve the right to assume, at their sole expense, the exclusive defense and control of any matter subject to this indemnification by you, in which event you agree to fully cooperate with the Sabal Parties in asserting any available defenses.
Sabal shall not be liable for any delay or failure of the CRE Term Lending Portal or for any damages suffered by you by reason of such delay or failures, directly or indirectly caused by or in any manner arising from acts of God, acts of public enemies, riots, acts of governmental agencies, labor difficulties, failure of our suppliers to ship or produce goods, delays in securing or shortages of raw materials, breakdown or destruction of plant or equipment, or any other cause or causes beyond the control of Sabal, whether or not similar to those enumerated herein.
This Agreement and documents referenced in this Agreement, which are hereby incorporated in this Agreement by this reference, contain yours and Sabal’s entire agreement regarding your use of the CRE Term Lending Portal. This Agreement will be governed by and construed in accordance with the laws of the California, without reference to its conflicts of law rules. Any legal action arising out of your use of the CRE Term Lending Portal must be brought within one year after the cause of action has arisen.
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE CRE TERM LENDING PORTAL, ANY LINKED SITE, AND THE INTERNET GENERALLY. SABAL PROVIDES THE CRE TERM LENDING PORTAL ON AN "AS IS, AS AVAILABLE" BASIS. SABAL DOES NOT PROVIDE A WARRANTY ON ANY PRODUCTS OR SERVICES YOU OBTAIN THROUGH THE CRE TERM LENDING PORTAL EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE IN A SEPARATE WRITTEN CONTRACT BETWEEN YOU AND US AND SABAL HEREBY DISCLAIMS ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS, OR ANY WARRANTIES REGARDING AVAILABILITY, INTEROPERABILITY, OR FREEDOM FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS REGARDING THE CRE TERM LENDING PORTAL AND ANY SUCH PRODUCTS OR SERVICES.
SABAL WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, OR BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF CRE TERM LENDING PORTAL, ANY DELAYS ON THE CRE TERM LENDING PORTAL, OR THE INABILITY TO USE THE CRE TERM LENDING PORTAL, ANY PORTION THEREOF, OR ANY LINKED WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO CERTAIN PORTIONS OF THIS PROVISION MAY NOT APPLY TO YOU.
I HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.