Terms & Conditions
knnct Members Terms and Conditions
Please read these Terms and Conditions carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the knnct Platform, you agree to comply with and be bound by these Terms and Conditions.
Last Updated: October 1, 2022
Thank you for using knnct!
These Terms and Conditions (“Terms“) constitute a legally binding agreement (“Agreement“) between you (“you”, “You”, “your”, “Subscriber”, or “Member”, the individual accepting this Agreement, and/or if applicable the company or other legal entity for which You are accepting this Agreement.) and knnct (as defined below) governing your access to and use of the knnct website, including any subdomains thereof, and any other websites through which knnct makes its services available (collectively, “Site“), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application“) and all associated services (collectively, “knnct.com Services“). The Site, Application and knnct.com Services together are hereinafter collectively referred to as the “knnct Platform”. Our Member Guarantee Terms, Member Refund Policy, Non-discrimination Policy and other Policies applicable to your use of the knnct Platform are incorporated by reference into this Agreement.
The Member must accept the following general terms and conditions for using knnct Platform when registering with knnct for access to, and use of, the knnct Platform.
1. ACCEPTANCE OF THE TERMS AND CONDITIONS.
a. Binding agreement, Description.
knnct is neither a Lender nor a Broker and knnct’s sole purpose with the knnct Platform is to facilitate the connection between Brokers and Lenders in respect of Mortgage Deals and sellers and purchasers with respect to Mortgage Sales.
PLEASE NOTE: SECTION 24 OF THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT APPLIES TO ALL knnct MEMBERS. IF YOUR COUNTRY OF RESIDENCE (AS DEFINED BELOW) IS THE UNITED STATES, THIS PROVISION APPLIES TO ALL DISPUTES WITH knnct. IF YOUR COUNTRY OF RESIDENCE IS OUTSIDE OF THE UNITED STATES, THIS PROVISION APPLIES TO ANY ACTION THAT YOU BRING AGAINST knnct IN THE UNITED STATES. IT AFFECTS HOW DISPUTES WITH knnct ARE RESOLVED. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THIS AGREEMENT (INCLUDING THE DISPUTE RESOLUTION, CLASS ACTION WAIVER AND ARBITRATION PROVISIONS) AND ACCEPT ALL OF ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR CONTINUE ACCESS TO THE knnct PLATFORM. PLEASE READ IT CAREFULLY.
b. Changes to this Agreement
d. Account Eligibility.
Before you create an account on knnct, make sure you are eligible to use our Services. This Section also details what you can and can’t do when using the Services, as well as the rights you grant knnct.
By using our Services, you represent and warrant that:
- You are at least 18 years old;
- You are legally qualified to enter a binding contract with knnct and any other members or are qualified to bind the legal entity to which you represent;
- You are not Our direct competitor, except with Our prior written consent;
- You are not accessing the knnct.com Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
- You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country;
- You are not on any list of individuals prohibited from conducting business with the United States or Canada;
- You are not prohibited by law from using our services;
- You do not have more than one account on our Services (except if you have separate accounts as a broker and a lender);
- You have not previously been removed from our Services by us, unless you have our express written permission to create a new account;
- You, or the organization that represent, is a competitor to or of knnct;
- Whether a broker, lender or are selling/purchasing assets, you agree to receive emails and SMS messages from knnct subject to you being able to opt out of receiving emails and/or SMS messages;
- If you are a broker, you are properly and legally licensed to operate as a broker in the jurisdiction and to represent clients where you operate and work and to post deals looking for loans in that jurisdiction;
- If you are a lender, you are properly and legally licensed to operate as a lender in the jurisdiction where you operate and work and/or in the jurisdiction where provide a loan in the jurisdiction where the borrower and/or assets are located; and
- If you are selling or purchasing assets, you are an “accredited investor” (as such term is defined by relevant securities laws and regulations in the jurisdiction that you operate and/or you are properly registered or licensed to own and/or acquire those assets in the jurisdiction where the assets are located or you are otherwise exempt from being an “accredited investor” or being licensed or registered to own and/or acquire assets in the jurisdiction where the assets are located.
IF YOU, AS THE SUBSCRIBER, ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
If at any time you cease to meet these requirements, you must immediately delete your account.
You agree to:
- Comply with this Agreement, and check this page from time to time to ensure you are aware of any change;
- Comply with all applicable laws, including without limitation, privacy laws, intellectual property laws, anti-spam laws, and regulatory requirements;
- Use the latest version of the Website and/or App;
- Treat other users in a courteous and respectful manner, both on and off our Services;
- Be respectful when communicating with any of our customer care representatives or other employees;
- Maintain a strong password and take reasonable measures to protect the security of your login information.
You agree that you will not:
- Misrepresent your identity, age, current or previous positions, qualifications, or affiliations with a person or entity;
- Use the Services in a way that damages the Services or prevents their use by other users;
- Circumvent or attempt to circumvent the Services, directly or indirectly, including using the Service as a means of sourcing competitive offers or quotes from lenders that you use to obtain better offers or quotes from lenders offline;
- Use our Services as a means of laundering money or otherwise in prohibition of anti-money laundering laws and regulations;
- Use our Services in a way to interfere with, disrupt or negatively affect the platform, the servers, other subscribers, or our Services’ networks;
- Use our Services for any harmful, illegal, or nefarious purpose;
- Harass, bully, stalk, intimidate, assault, defame, harm or otherwise mistreat any person;
- Post or share Prohibited Content (see below);
- Solicit passwords for any purpose, or personal identifying information for commercial or unlawful purposes from other users or disseminate another person’s personal information without his or her permission;
- Use another user’s account;
- Use our Services in relation to fraud, the dissemination or sale of any Data, or other similar practices;
- Violate the terms of the license granted to you by knnct (see Section 6 below).
- Disclose private or proprietary information that you do not have the right to disclose;
- Copy, modify, transmit, distribute, or create any derivative works from, any Member Content or Our Content, or any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through our Services without knnct’s prior written consent;
- Express or imply that any statements you make are endorsed by knnct;
- Use any robot, crawler, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of our Services or its contents;
- Upload viruses or other malicious code or otherwise take any action or fail to take any action that (as a user or Member or the party that employs a user or a Member) compromises the security and integrity of our Services;
- Forge headers or otherwise manipulate identifiers to disguise the origin of any information transmitted to or through our Services;
- “Frame” or “mirror” any part of our Services without knnct’s prior written authorization;
- Use meta tags or code or other devices containing any reference to knnct or the platform (or any trademark, trade name, service mark, logo or slogan of knnct) to direct any person to any other website for any purpose;
- Modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of our Services, or cause others to do so;
- Use or develop any third-party applications that interact with our Services or Member Content or information without our written consent;
- Use, access, or publish the knnct application programming interface without our written consent;
- Use, access, or publish any Data from the knnct Platform except for the purpose for which that Data is provided to members of the knnct Platform;
- Probe, scan or test the vulnerability of our Services or any system or network; or
- Encourage, promote, or agree to engage in any activity that violates this Agreement.
Prohibited Content—knnct prohibits uploading or sharing content that:
- Is knowingly incorrect or inaccurate or is fraudulent;
- That a 3rd party has expressly prohibited you from uploading or sharing to any other party using the knnct platform without the 3rd party’s express approval;
- Is likely to be deemed offensive or to harass, upset, embarrass, alarm or annoy any other person;
- Encourages or facilitates any illegal activity including, without limitation, any activity which in itself constitutes committing a criminal offense including, without limitation, the dissemination or sale of Data from the knnct Platform;
- Is defamatory, libelous, or untrue;
- Relates to commercial activities not within the scope of the Services provided by knnct to You;
- Involves the transmission of “junk” mail or “spam”;
- Contains any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any Data or personal information whether from knnct or otherwise;
- Infringes upon any third party’s rights (including, without limitation, intellectual property rights and privacy rights);
- Was not written by you or was automatically generated, unless expressly authorized by knnct;
- Includes documents that are unrelated to the Services;
- Is inconsistent with the intended use of the Services; or
- May harm the reputation of knnct or its affiliates.
The uploading or sharing of content that violates this Agreement (“Prohibited Content”) may result in the immediate suspension or termination of your account.
IF YOU ARE UNDER 18 YEARS OF AGE OR ARE A MEMBER THAT HAS BEEN PREVIOUSLY REMOVED FROM THE SERVICE AND knnct PLATFORM BY knnct OR ARE A DIRECT COMPETITOR OF knnct, YOU MUST NOT USE OR ACCESS THE SERVICE OR knnct PLATFORM AT ANY TIME OR IN ANY MANNER. IN ADDITION, IF YOU ARE NOT REGISTERED AS EITHER A BROKER OR LENDER (AS SUCH TERMS ARE DEFINED BELOW) IN THE JURISDICTION OR JURISDICTIONS WHERE YOU OPERATE YOUR BUSINESS, YOU MUST NOT USE OR ACCESS THE SERVICE OR knnct PLATFORM AT ANY TIME OR IN ANY MANNER. By visiting the knnct Platform or Services, or accepting this Agreement, you represent and warrant to knnct that you: (i) are 18 years of age or older, and that you have the right, authority and capacity to agree to and abide by the Agreement; (ii) are properly and legally registered as either a Broker or Lender in the jurisdiction or jurisdictions where you currently operate, (iii) will use the knnct Platform or knnct in a manner consistent with any and all applicable laws and regulations; and (iv) be able to enter into legally binding contracts to access and use the Service, knnct Platform or knnct App or register an appropriate knnct Account. By accessing or using the Service, knnct Platform or knnct App you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract. If you are using the Service on behalf of a company, entity, or organization (collectively “Organization”), then you represent and warrant that you (i) are an authorized representative of that Organization; (ii) the Organization is properly and legally registered as either a Broker or Lender in the jurisdiction or jurisdictions where the Organization currently operates, (iii) have the authority to bind that Organization to this Agreement; and (iv) agree to be bound by this Agreement on behalf of that Organization.
You hereby confirm that in using knnct Platform or knnct App you are acting solely for purposes relating to your personal trade, business, craft or profession as either a Lender (as defined below) or a Broker (as defined below), whether acting personally, through a corporate entity, or authorized person acting in your name or on your behalf. Member further represents that use of the knnct Platform or knnct App and related services is not illegal in the jurisdiction in which Member is based and that Member is complying with all relevant laws.
For the purposes of these Terms and Conditions, unless otherwise stated, the terms below will be defined as follows:
Broker: A registered Member (as verified by independent inquiry by knnct) who is an individual or a mortgage broker, agent or professional (individual or organization acting on behalf of a third-party client) (and also includes a mortgage agent or mortgage professional that provides services to borrowers to assist them in sourcing mortgage loans) that is using knnct to post a Mortgage Deal or deals to connect with Lenders (as defined below) for the purpose of having Lenders provide the Broker’s clients with offers to mortgage and mortgages relating to such Mortgage Deal or deals.
Circumvention Fee: A registered Lender that circumvents the process of paying a Mortgage Origination Connection Fee to knnct by engaging, directly or indirectly, with a Broker or customer offline rather than through the knnct platform as a means of avoiding such payment shall pay knnct a fee equal to the higher of three (3) times the connection fee (in addition to the connection fee) or $1,000 plus applicable taxes.
Client: A person or persons that has engaged a Broker for the purposed of obtaining a mortgage on the Property owned by such person or persons or a Property that such person or persons is in the process of acquiring.
Data: The data inputted or posted by or on behalf of the Subscriber to the Services for the purpose of using the Services or facilitating Subscriber’s use of the Services.
Equifax: An American multinational consumer credit reporting agency with a parent company, Equifax Inc., and is operational in numerous countries throughout the world.
Filogix: A subsidiary of Finastra Limited that provides software and solutions to mortgage brokers and lenders of the Canadian mortgage industry.
Lender: A registered Member (as verified by independent inquiry by knnct) that is (i) a lender (individual or organization) that must have either a brokerage or administrators license or legally operates as a mutual fund trust, law firm or mortgage investment corporation with a verifiable online presence in addition to any requisite licensing and is using the knnct Platform to connect with a Broker (as defined above) for the purposes of completing a mortgage transaction relating to Mortgage Deal that has been posted by the Broker or (ii) a person using the knnct Platform for the purchase and/or sale of assets and is an “accredited investor” (as such term is defined by relevant securities laws and regulations in the jurisdiction where You operate and/or is properly registered or licensed to own and/or acquire those assets in the jurisdiction where the assets are located or is otherwise exempt from being an “accredited investor” or being licensed or registered to own and/or acquire assets in the jurisdiction where the assets are located.
Lender Fee: The fees that lenders are obligated to pay in accordance with section 9 hereof and this Agreement.
knnct Markets Corp: knnct Markets Corp., its parents, subsidiaries, affiliates, assignees, authorized agents, and any authorized 3rd parties that are performing services for and on behalf of knnct Markets Corp.
knnct App: Web applications of knnct Markets Corp., including, but not limited to, mobile applications and company website.
knnct Platform: The platform of knnct Markets Corp. whereby (i) Brokers are able to create mortgage applications and ancillary mortgage compliance documents and to have Mortgage Deals matched with a Lender or Lenders and then connected with those Lenders and (ii) Lenders are able to have the opportunity to review Mortgage Deals and then to connect directly with Brokers that are responsible for the Mortgage Deals with a view to finalizing and closing a Mortgage Deal including, but not limited to, Site, knnct App and knnct.com Services, mobile applications and company website.
Member: Any Broker and/or Lender and may also be referred to as “Subscriber”.
Mortgage Assets: Any mortgage securitization asset(s) that are posted for the purposes of being sold and acquired by a Lender.
Mortgage Deal: Any information regarding a Property and Client that has been posted by a Broker, on behalf of the Client, for the purposes of seeking a mortgage loan from a Lender.
Mortgage Sales Certificate: A certificate to be acknowledged and accepted by Lenders using the Mortgage Sales Service whereby each Lender represents and certifies that the Lender is either an accredited investor and/or legally and properly registered and/or licensed to own and/or acquire Mortgage Assets in the jurisdiction where the Mortgage Assets are located and where I am/we are located or I am/we are exempt in some fashion from being either an “accredited investor” or being legally and properly registered and/or licensed to own and/or acquire Mortgage Assets.
Mortgage Origination Connection Fee Agreement: An agreement between knnct and each Lender using the knnct Platform for residential and commercial mortgage origination opportunities in which the Lender agrees to pay knnct the connection fees identified therein (and dependent upon the type of transaction and as identified on knnct’s website), (“Mortgage Origination Connection Fee”) in the event that the Lender makes an offer as to the terms of a mortgage loan to a Broker or the Borrower and the Broker or the Borrower accepts the Lender’s offer (with such connection fee being paid at the time the Broker or Borrower has identified as the proposed closing date of the transaction and which is subject to change) and that transaction is successful.
Mortgage Sales Connection Fee Agreement: An agreement between knnct and each Lender using the Mortgage Sales Services in which the Lender agrees to pay knnct the connection fees identified therein (“Mortgage Sales Connection Fee”) in the event of a successful transaction between the Lender and another party and further agrees to notify legal counsel that knnct is to be paid such connection fee.
Property: Any real estate property that a Broker has posted to the knnct Platform for purposes of seeking a loan from a Lender.
Service Agreement: The agreement which details the services provided by knnct to Lenders and fees to be paid by Lenders.
2. THE SERVICE.
The knnct Platform is an online marketplace that enables (i) Brokers who post a Mortgage Deal or Mortgage Deals for purposes of obtaining real estate mortgages, whether residential real estate or commercial real estate, on behalf of their client(s) or selling all or a portion of a mortgage to third parties relating to such deals (“Mortgage Deals”) to list and post such Mortgage Deals on the knnct Platform (“Postings”) and to connect with and communicate and transact directly with Lenders that are seeking to provide mortgages relating to those Mortgage Deals or (ii) Lenders who post Mortgage Assets for the purposes of sourcing another Lender to purchase those Mortgage Assets and to connect with and communicate and transact directly with Lenders that are seeking to acquire Mortgage Assets.
As the provider of the knnct Platform, knnct does not own, create, sell, resell, provide, control, manage, post, offer, deliver, or supply any Mortgage Deals, Mortgage Assets or Posting, and knnct does not lend, mortgage, securitize, collateralize, create liens, provide funding, control, manage, deliver capital or funding, or supply capital or funding with respect to any Mortgage Deals or buy or sell Mortgage Assets in any form whatsoever. Brokers alone are responsible for their Postings and Mortgage Deals and the information that they input. Lenders alone are responsible for their lending criteria and the information that they input and for posting any Mortgage Assets for sale or determining the suitability of any Mortgage Assets to acquire. When knnct matches a Mortgage Deal with a Lender’s lending criteria and Lenders choose to express an interest in a Mortgage Deal, Mortgage Assets or a Posting to a Broker and that expressed interest results in the consummation of a contractual agreement to provide a mortgage with respect to the Mortgage Deal or sell and acquire Mortgage Assets, such Lenders are solely responsible for entering into a contract directly with the relevant party.
Brokers and Lenders are solely responsible for obtaining legal advice with respect to any mortgage transaction. knnct is not, and does not become, a party to or other participant in any contractual relationship between Brokers and Lenders or Lenders and Lenders, as the case may be, nor is knnct a Broker, mortgage broker, agent, guarantor or an insurer and nor is knnct a lender, equity or funding entity or bank or provider of capital for mortgages for any purpose whatsoever or for acquiring Mortgage Assets. knnct is not acting as an agent in any capacity whatsoever for any Member.
FURTHERMORE, knnct IS NEITHER A BROKERAGE, BROKER NOR A LENDER AND IS NOT LICENSED IN ANY JURISDICTION AS EITHER BROKERAGE, BROKER OR A LENDER.
BROKERS AND LENDERS USING THE knnct PLATFORM ARE INDEPENDENT CONTRACTORS AND ARE NOT EMPLOYEES OF knnct, knnct PLATFORM OR knnct APP. knnct, knnct PLATFORM OR knnct APP DO NOT POST MORTGAGE DEALS TO OBTAIN MORTGAGES AND DO NOT LEND MONEY IN RESPECT OF SUCH PROPERTIES. MEMBERS HEREBY ACKNOWLEDGE THAT knnct, knnct PLATFORM OR knnct APP DO NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A LENDER’S CORRESPONDENCE WITH BROKER (OR VICE VERSA) AND IS NOT RESPONSIBLE FOR THE AGREEMENT ENTEREED INTO BETWEEN A BROKER AND A LENDER OR BETWEEN A LENDER AND A LENDER IN ANY MANNER.
The knnct Platform only enables and facilitates connections between Members for the purposes of facilitating Lenders offering mortgages to clients of the Broker or acquiring mortgages (in whole or in part) held by other Lenders. Neither knnct, knnct Platform or knnct App is responsible for the performance or actions of Members, nor does knnct, knnct Platform or knnct App have control over the accuracy, correctness, quality, timing, legality, documents relating to any such Posting or Mortgage Deals or any failure to provide such documents, or any other aspect whatsoever of Mortgage Deals or Postings or the lending or payment of any monies by Lenders in respect of such Properties or the payment of any monies by Lenders to other Lenders in respect of Mortgage Assets, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Members. knnct, knnct Platform and knnct App expressly make no representations about the suitability, reliability, timeliness, or accuracy of the Properties or Mortgage Assets posted by Members identified through the knnct Platform whether in public, private, or offline interactions.
knnct, knnct Platform and knnct App strongly recommends and cautions all Members to conduct the necessary due diligence with respect to any Postings, Properties, Members or proposed mortgage transaction between and amongst Members and to obtain legal advice with respect to any transactions.
b. Members that are Lenders, Investors and/or Partners.
With respect to mortgage origination, Lenders may browse Postings and the portfolio of information relating to Mortgage Deals posted by Brokers through the Service. Lenders may also use the system of filters based on their lending criteria to identify and find the Mortgage Deals that fits the specific criteria of any mortgage loans that Lenders may be willing to provide to the person who is looking for a Mortgage Deals or to mortgage loans that Lenders may be willing to acquire. Lenders may also use the system of filters based on their lending criteria to identify and find the Mortgage Deals that fits the specific criteria of any mortgage loans that Lenders may be willing to provide to the person who is looking for a Mortgage Deals or to mortgage loans that Lenders may be willing to acquire. If a Lender is interested in a Mortgage Deal that meets Lender’s lending criteria, Lender sends a notice to Broker with an offer to express such interest (the “Offer”) using the knnct Platform with a view to engaging the Broker to agree to such Offer. If the Broker agrees to the Offer, then Lender is free to provide the Broker with a commitment or any other legal agreements with respect to providing a mortgage loan to the Broker’s Client(s). From this point forward, it is the purview of the Broker and Lender to finalize all contractual agreements directly with the Broker’s Client to reflect such mortgage loan and any payment of such loan or payment for the acquisition of such mortgage loan and the consummation of such contractual agreements (including registration of any liens or mortgages) shall be strictly as between the Lender and the Broker. Once a legal agreement has been executed and the transaction has been consummated, knnct may be entitled to a Mortgage Origination Connection Fee (as more particularly identified in the Service Agreement).
With respect to mortgage origination, Brokers are also solely responsible for the submission of all Data and information relating to any Mortgage Assets and Mortgage Deals. With respect to the sale and/or purchase of Mortgage Assets, Lenders are also solely responsible for the submission of all Data and information relating to any Mortgage Assets.
With respect to the sale and/or purchase of Mortgage Assets, Lenders may post a summary of the Mortgage Assets that it wishes to sell, and Lenders may review Mortgage Assets and request additional information relating to such Mortgage Assets posted by Lenders through the Service. Lenders may also use the system of filters based on their lending criteria to identify and find the Mortgage Assets that fits the specific criteria of any mortgage loans that Lenders may be willing to provide to the person who is looking for a Mortgage Assets or to mortgage loans that Lenders may be willing to acquire. If a Lender is interested in Mortgage Assets that meet Lender’s criteria, Lender sends a notice to Broker with request for additional information using the knnct Platform with to obtaining such information that will allow the Lender to provide an offer with respect to such Mortgage Assets. If, after an exchange of information, an offer for the Mortgage Assets is made and such offer is accepted, then the parties can exchange legal agreements with the specific terms and conditions pursuant to which purchasing Lender is prepared to offer to purchase the Mortgage Assets. Once a legal agreement has been executed, both parties shall advise their legal counsel of the fact that knnct is entitled to a connection fee (as more particularly identified in the Service Agreement. While the selling and purchasing Lenders are solely responsible for the process of preparing contractual agreements to reflect such purchase and sale transaction and any payment of such consideration for the acquisition of the Mortgage Assets and the consummation of such contractual agreements (including assignment of any liens or mortgages), both parties are responsible to ensure that knnct receives the Mortgage Sales Connection Fee that is entitled to receive.
In addition, Lenders are or may be subject to laws or regulations governing the acquisition (or owning or holding or administering) of Mortgage Assets and/or the granting of loans for mortgage in the jurisdiction where the Mortgage Assets and/or Mortgage Deal is located (or where the Lender is located) and all Lenders must certify that any Mortgage Assets sold and/or acquired or loan granted will be in accordance with such laws or regulations.
To the extent that a Broker has uploaded a Client’s Equifax credit report (or any other 3rd party credit reporting agency that prohibits disclosure of any credit report without the party receiving the report being properly and validly approved to receive that report) to the knnct Platform, Lenders are prohibited from downloading that credit report from the knnct Platform when reviewing any Deal posted by such Broker unless the Lender is properly registered with Equifax and is expressly and legally entitled to download and review such Equifax credit report by Equifax (or with any other 3rd party credit reporting agency). To the extent that a Lender downloads any such credit report that is subject to registration rules, Lender is certifying that entitlement to its review of that credit report is within the rules and regulations imposed by Equifax (or by any other 3rd party credit reporting agency).
Brokers are prohibited from uploading a Client’s Filogix mortgage application (or any other mortgage application using a 3rd party that prohibits disclosure of any mortgage application) to the knnct Platform. To the extent that a Broker has uploaded a Client’s Filogix mortgage application (or any other mortgage application using a 3rd party that prohibits disclosure of any mortgage application) to the knnct Platform, Lenders are prohibited from downloading that mortgage application from the knnct Platform.
c. Brokers: Members Posting Mortgage Deals or Property Listings.
Brokers may post one or more Mortgage Deals, for the purposes of seeking a mortgage loan for and on behalf of Client(s). Lenders will contact Brokers about Mortgage Deals by providing them with an Offer regarding a Property if they are interested in providing a loan to the Client(s). Clients of the Broker will receive funding from a Lender only upon the successful consummation of any contractual agreements entered into between the owner of the Mortgage Deal and Lender with respect to a Lender providing a mortgage loan to the Client(s). Brokers are also solely responsible for the submission, completeness and accuracy of all Data and information relating to any Clients, Properties, or Postings or any pictures that are posted using the Service and for the accuracy of all such information. If a Broker has listed or posted a Mortgage Deal and receives an Offer from a Lender using the knnct Platform and the Broker agrees to the Offer, then Lender will provide the Broker with a Commitment and other legal agreements including the specific terms and conditions pursuant to which Lender is prepared to offer a mortgage loan or to acquire a mortgage loan. If Broker is agreeable to such Commitment, then the Lender shall commence the process of preparing contractual agreements directly with the Broker’s Client to reflect such mortgage loan and any payment of such loan or payment for the acquisition of such mortgage loan and the consummation of such contractual agreements (including registration of any liens or mortgages) shall be strictly as between the Lender and the Broker. If the Lender elects not to complete any transaction, any concerns that the Broker has with respect to the Lender’s decision must be directed directly to that Lender and Broker acknowledges that knnct has absolutely no responsibility or obligation to ensure Lender completes that transaction.
In addition, Brokers are or may be subject to laws or regulations governing the seeking or arranging of loans for mortgages in the jurisdiction where the Mortgage Deal is located (or where the Broker is located) including the accuracy of such information and knowledge of the activities of the owner of such Property and all Brokers must certify that mortgage transaction (whether origination or sale) will be in accordance with such laws or regulations and, to the extent that compliance documents are required to be circulated, are solely responsible for the circulation of such compliance documents even if knnct provides them with those compliance documents.
Broker Members whose Clients have obtained a credit report from Equifax (or any other 3rd party credit reporting agency that prohibits disclosure of any credit report without the party receiving the report being properly and validly approved to receive that report) are prohibited from uploading that Client’s credit report to the knnct platform when posting a Deal. Brokers are entitled to make such credit report available to any Lenders using the knnct Platform so long as the Broker has satisfied themselves that such disclosure is within the rules and regulations imposed by Equifax (or by any other 3rd party credit reporting agency).
Members are prohibited from uploading a Client’s Filogix mortgage application (or any other mortgage application using a 3rd party that prohibits disclosure of any mortgage application) to the knnct Platform.
Broker Members that abuse the Service by seeking a mortgage loan on behalf of a Client and, (i) despite receiving offers or quotes from Lenders, the Broker Member does not accept any of the offers or quotes provided without a valid explanation, or (ii) receives and accepts an offer from a Lender but then fails to take subsequent steps to consummate the transaction, or (iii) where knnct believes that the Broker Member is engaging in shopping quotes or offers received with lenders that are not using the Service or knnct Platform may be suspended from using the Service. In particular, any broker that (i) has had three (3) circumstances of receiving offers or quotes from Lenders without accepting any of the offers or quotes provided without a valid explanation or (ii) receives and accepts an offer from a Lender but then fails to take subsequent steps to consummate the transaction without a valid explanation will be suspended for a period of three (3) months (in the sole discretion of knnct). If, after being reinstated to the Service, a Broker Member continues to engage in such behavior, the Broker Member will be suspended for at least one (1) year or longer in the sole discretion of knnct.
knnct is not a contractor for the services or a party to the contractual agreements or commitments agreed to between Members.
Members are solely and completely responsible for the performance and/or fulfilment of agreements. Members enter into agreements with one another and are solely responsible for conducting due diligence or meeting each Member’s compliance obligations; thus, knnct, knnct Platform or knnct App is not and shall not be liable for breaches of such agreements entered into by Members or such due diligence or compliance or the completion of any transaction. Lenders are solely responsible for all due diligence and compliance relating to the Mortgage Deal and the Client which relates to the Mortgage Deal/Posting.
Lenders are also solely responsible for ensuring that the Client entering into the contractual agreement with Lender is the actual Client which relates to the Mortgage Deal/Posting and has the necessary authority to enter into such agreement and that the Mortgage Deal and all information relating to such Mortgage Deal is as represented. Furthermore, Lenders are responsible for compliance with “know your client” or “anti-money laundering” rules and regulations with respect to the Client and for funds to be loaned to a Client. Lenders are obligated to have all necessary approvals and licenses to provide mortgage loans in the jurisdiction where the Mortgage Deal or Posting is located or in the jurisdiction where the Lender is located.
Brokers are also responsible for ensuring that the Client using their services and entering into the contractual agreement with Lender is the actual owner of, or has signed a binding agreement to acquire, the Property which relates to the Mortgage Deal/Posting and to consummate the proposed mortgage transaction, is the party that they claim to be, the Data and information provided with respect to the Mortgage Deal/Posting is true, correct and factually accurate and such Client has the necessary authority to enter into an agreement borrowing money for the Mortgage Deal from a Lender. Furthermore, Brokers are responsible for compliance with “know your client” or “anti-money laundering” rules and regulations with respect to the Client and to ensure the accuracy, correctness and veracity of all Data and information posted about the Client and Property. In addition, each Broker is also solely responsible for ensuring that that he, she or it has all necessary approvals and licenses to post Mortgage Deals in the jurisdiction where the Mortgage Deal or Posting is located or in the jurisdiction where the Broker is located.
knnct is not, and shall not be held, liable by Lenders or Brokers if the Client is not whom they claim to be, the Data and information provided by a Broker with respect to the Mortgage Deal/Posting is not true, correct and/or factually accurate, such Client does not have the necessary authority to enter into an agreement borrowing money for the Mortgage Deal from a Lender, the Mortgage Deal is not compliant, fraudulent or is otherwise illegal for any reason whatsoever, Members are unable to consummate such Mortgage Deal agreement or, in the event of such consummation, for any performance pursuant to such contractual agreement or, in the event that Members fail to consummate such agreement, for any of the actions of the Members including, without limitation, any Data , information or documents prepared by a Member and provided to another Member either through the knnct Platform or knnct App or directly to such Member or the failure of a Member to obtain the necessary licensing or approvals to operate in the jurisdiction where the Member or the Property is located. Furthermore, knnct has no responsibility, and will not be liable under any circumstances, in the event that a Broker or Lender improperly uses that Data and information or misappropriates that Data and information except to the extent that knnct has been grossly negligent.
e. Mobile services.
The knnct App is, or will be, accessible via a mobile phone (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the knnct App and the related Mobile Services must be strictly in accordance with this Agreement.
3. THE REGISTRATION.
a. Log-in credentials.
In order to utilize the Service, you must access the knnct Platform via a web browser (or when available through the knnct App) and register an account with the Service and provide certain profile information about yourself (an “Account”) as a Broker and/or a Lender. In order to create an Account, you must provide your name, password, email address, name of the brokerage or Lender, brokerage or lender address, cellular telephone number and your registration or license number in the jurisdiction that you are registered to operate in order to verify your identity (if such registration or license number is applicable). You will be subject to additional verification of the email account and/or verification of your registration or license number in the jurisdiction where you claim to operate to ensure that you are properly and legally registered or licensed in that jurisdiction. In addition, knnct will audit registration or license numbers of Brokers from time to time in order to ensure that such Broker or Lender is still property registered or licensed in the jurisdiction where they operate.
With respect to Lenders that have registered solely for the Mortgage Sales Services, each Lender must agree to the provisions of the Mortgage Sales Certificate and Mortgage Sales Connection Fee Agreement.
Furthermore, knnct reserves the right to verify that Brokers and Lenders are properly registered and/or licenses or compliant with the Mortgage Sales Certificate and to audit Brokers and Lenders, from time to time, to ensure that such Brokers and Lenders continue to be properly registered and/or licenses or continue to be compliant with the Mortgage Sales Certificate.
b. Account security.
You are responsible for maintaining the security of your Account and you are fully responsible for all activities that occur through the use of your credentials. You agree to notify knnct immediately at email@example.com if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. knnct will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying knnct of such unauthorized use or loss of your credentials. Identities of Brokers and Lenders shall remain anonymous until such time as the parties have expressed an interest in working with each other.
Separate log-in credentials may be required by the owners and/or operators of External Sites (as defined below in Section 23 of this Agreement) to access such External Sites.
c. Accuracy of information.
In creating an Account, you agree to provide complete, true, accurate, factually correct, current, and complete information as requested in any registration forms required by knnct. You also agree to update the information about yourself promptly, and as necessary, to keep it current and accurate including, without limitation, your licensing or registration information or Mortgage Sales Certificate. With respect to initial correspondence between Lenders and Brokers, email addresses shall be anonymous and until the Members agree to discuss a potential transaction. We reserve the right to disallow, cancel, remove, or reassign certain Members and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this Agreement, or an infringement or violation of the rights of any third-party, or of any applicable laws or regulations, including, but not limited to, trademark rights, copyrights, or the rights of privacy or publicity. If messages sent to an e-mail address provided by you are returned as undeliverable, then knnct, knnct Platform or knnct App reserves the right to terminate your Account immediately with or without notice to you and without any liability to you or any third-party. If a Lender is able to demonstrate to us that a Broker is acting inappropriately (including carelessly, negligently or fraudulently) in Posting Mortgage Deals, knnct, knnct Platform or knnct App may, with or without prior notice, suspend or terminate that Broker’s Account. If a Broker (or another Lender in the case of the Mortgage Sales services) is able to demonstrate to us that a Lender is acting inappropriately (including carelessly, negligently or fraudulently or that the Lender does not have, in fact, the capital required to lend for a Mortgage Deal that has otherwise been agreed to, by contacting Broker’s client(s) or Brokerage directly or to acquire such Mortgage Assets or such Lender does not actually own the Mortgage Assets it purports to own) in lending or purporting to lend money for Mortgage Deals or to sell or acquire Mortgage Assets, knnct, knnct Platform or knnct App may, with or without prior notice, suspend or terminate that Lender’s Account.
We reserve the right to also be able to read your messages without your permission or foreknowledge.
In creating an Account, you continue to be bound by the rules and regulations that govern your activities in your jurisdiction. You continue to be obligated to conduct detailed due diligence and compliance activities with respect to Brokers, Lenders Clients, Mortgage Deals, Postings and Mortgage Assets and you, and you alone, are bound by all of the rules and regulations that govern your activities in your jurisdiction.
By agreeing to offer you the Services and access to the knnct Platform, knnct is not accepting any responsibility nor does knnct have any responsibility with respect to conducting detailed due diligence, the documents uploaded or downloaded to the knnct Platform and compliance activities with respect to Brokers, Lenders Clients, Mortgage Deals, Postings and Mortgage Assets.
Furthermore, by creating an account and using the knnct Platform, you acknowledge that you and your organization have taken all technical and organizational measures necessary to protect the knnct Platform and Data used in connection with the operation of the knnct Platform and of knnct and its subsidiaries’ businesses. Without limiting the foregoing, you acknowledge that knnct and its subsidiaries and the knnct Platform have used reasonable efforts to establish and maintain, and have established, maintained, implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to the knnct Platform and any information technology system associated with the knnct Platform or Data used in connection with the operation of the knnct Platform, knnct and its subsidiaries’ businesses (“Breach”).
In addition, you acknowledge that you and any organization that you work with in (and its subsidiaries) will have implemented and will use any and all reasonable efforts to establish and maintain, and have established, maintained, implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans that are designed to protect against and prevent a Breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to a Breach with respect to the knnct Platform and any information technology system associated with the knnct Platform or Data used in connection with the operation of the knnct Platform, knnct and its subsidiaries’ businesses
You acknowledge that you have no knowledge of any event or condition that would result in, or would reasonably be expected to result in, any such Breach and that you have no intention to cause any such Breach. Furthermore, you agree, to extent that you become aware of such Breach, or recognize the possibility of any such Breach, to notify knnct and the knnct Platform forthwith as to the circumstances of the Breach or potential Breach.
Should you (or any party with an association in any way to you claiming indemnification under this section) (the “Indemnitee”) make a claim under this section, you shall promptly notify knnct (the “Indemnitor”), of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall assume the defense thereof with counsel mutually satisfactory to the Indemnitee whether or not such claim is rightfully brought; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor if Indemnitor does not assume the defense, or if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other person represented by such counsel in such proceedings. The failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, only if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this section, but the omission so to deliver notice to the Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this section. knnct, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigations of any action, claim or liability covered by this indemnification.
knnct, ITS EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, OR DAMAGES RESULTING FROM ANY (I) ERRORS OR OMISSIONS IN CONTENT, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR THE knnct PLATFORM AND/OR ANY AND ALL DATA AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION UPLOADED TO, DOWNLOADED FROM OR STORED THEREIN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE OR THE KNNCT PLATFORM, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE knnct PLATFORM BY ANY THIRD PARTY, (V) THE IMPROPER USE, TRANSMISSION, SALE OR DISSEMINATION BY ANY THIRD PARTY (INCLUDING A MEMBER) OF ANY AND ALL DATA AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN UNLAWFULLY OR LAWFULLY ACQUIRED OR (VI) FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF ANY CONTENT, ANY DATA AND/OR ANY PERSONAL INFORMATION OR FINANCIAL INFORMATION UPLOADED TO, STORED ON OR DOWNLOADED FROM THE knnct PLATFORM BEING OR HAVING BEEN POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE knnct PLATFORM. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL THEORY GIVING RISE TO THE DAMAGES, AND EVEN IF knnct HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
4. CONSENT TO ELECTRONIC COMMUNICATION.
5. RIGHT TO USE.
Your right to use the Service and the knnct Platform is subject to any limitations, conditions and restrictions established by us from time to time, in our sole discretion. We may alter, suspend or discontinue any aspect of the Service or knnct Platform at any time, including the availability of any feature, database or content of the Service or knnct Platform. We may also impose limits on certain features and aspects of the Service or restrict your access to parts or all of the Service without notice or liability and for any reason.
6. CODE OF CONDUCT.
You agree to use the Service and knnct Platform in accordance with the following Code of Conduct:
- You will keep all information provided to you through the Service or knnct Platform from knnct or any other Member as private and confidential and will not give such information to anyone without the permission of the person who provided it to you.
- You will not circumvent, or attempt to circumvent, the knnct Platform or knnct App.
- You will not use the Service to engage in any form of harassment or offensive behavior, including but not limited to the contacting a subscriber’s client or harassing a subscriber with phone calls or email or contacting the brokerage or lending institution excessively, posting of communications, pictures or recordings which contain libelous, slanderous, abusive or defamatory statements, or racist, pornographic, obscene, or otherwise offensive language. You will not forward chain letters or third-party information/correspondence through the Service. You will not use the Service to infringe the privacy rights, property rights, or any other rights of any person. You will not post messages, pictures or recordings or use the Service in any way that violates, plagiarizes or infringes upon the rights of any third-party, including but not limited to any copyright or trade-mark law, privacy or other personal or proprietary rights, or is fraudulent or otherwise unlawful or violates any law.
- You will not use the Service to obtain the personal and confidential information of other parties for any reason whatsoever except for the express lawful purpose of your role as a Lender or a Broker and in accordance with the rules and regulations that govern your activity as a Lender or a Broker.
- You will not use the Service to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services. Parties responsible for the distribution, promotion or publication of any material containing any solicitation for funds, advertising or solicitation for goods or services agree to re-pay knnct App any and all expenses arising from investigation and prosecution of such activities.
- You will not use the Service to distribute or upload any virus, or malicious software of any type, or do anything else that might cause harm to the Service, the knnct App, the Site, its systems, or any other members’ systems in any way.
- You will not post or transmit in any manner any contact information including but not limited to email addresses, “instant messenger” nicknames or contact information, telephone numbers, postal addresses, URLs, and full names through publicly posted information on the knnct Platform or knnct App, and through its Services.
- You will not attempt to circumvent the Service and attempt to connect directly with either Lenders or Brokers, as the case may be, except in accordance with the provisions of the Service.
- You will not cause the Service to be accessed through any automated or robotic means, including but not limited to the rapid access of the site as in a denial-of-service attack. Such restriction shall not apply to legitimate search engine activity that does not place an unreasonable burden on the Service.
- You will not use a third-party application such as a mobile smart phone application, social media or other Web page widget, or any other such mobile, social media, Web, or desktop application to access the Service, except where such application is either provided by us or endorsed by us. Such restriction shall not apply to a browser application which merely displays the pages of the Service in their entirety without modification or reformulation of content.
7. CONTRACTS BETWEEN MEMBERS.
Members of the knnct Platform or knnct App may enter into contractual agreements directly with other Members and/or Member and Clients. You acknowledge and agree that a contractual agreement (“Contract”) is formed when, in the case of (i) a Mortgage Deal, a Lender and Client agree on the terms of mortgage loan relating to Mortgage Deal has been properly and legally executed (ii) of the purchase and sale of Mortgage Assets, a purchase and sale agreement has been properly and legally executed between the seller and purchaser of such Mortgage Assets. knnct is not and will not be a party to any such Contracts, and the formation, execution and performance of such Contract does not, and will not, under any circumstance whatsoever, create a contractual relationship between knnct and the Members or between knnct and either the Lender or the Broker or between knnct and either the Lender and/or a Broker’s Client. knnct’s entitlement of a Mortgage Origination Connection Fee in respect of Mortgage Deals or Mortgage Sales Connection Fee in respect of Mortgage Assets does not, and does not deem, knnct to be a party to any such Contract.
Each party to a Contract is solely responsible for compliance to comply with the provisions of this Agreement during the engagement, performance and completion of a Contract including compliance with the Mortgage Sales Connection Fee Agreement.
8. MEMBERS CLASSIFICATION AND WITHHOLDINGS.
AS SET FORTH IN SECTION 2 OF THIS AGREEMENT, knnct DOES NOT POST MORTGAGE DEALS FOR THE PURPOSES OF SEEKING A MORTGAGE FROM A LENDER AND DOES NOT LEND MONEY TO BROKERS (OR THEIR CLIENTS) WITH MORTGAGES OR SIMILAR SECURITY AGAINST THE PROPERTY RELATING TO SUCH MORTGAGE DEALS. NOR DOES knnct POST MORTGAGE ASSETS FOR SALE AND knnct DOES NOT PURCHASE MORTGAGE ASSETS. Each Member assumes all liability for proper classification of such Member as either a Broker or Lender based on applicable legal guidelines. Members do not have authority to enter into written or oral — whether implied or express — contracts on behalf of knnct. Lenders determine at their own discretion what lending criteria that is relevant to their specific need or needs. knnct does not direct how Members (or Member’s Clients) are to enter into a Contract the terms of such Contract or are to perform under that Contract and knnct does not monitor such Contracts or emails (except to receive notice from Members confirming that such Contract exists, and that the transaction has closed), messaging threads or other correspondence between Members. Lenders are strongly advised to conduct all necessary due diligence to confirm with Brokers that the Client that the Broker is representing is, in fact the Client of the Mortgage Deal and is fully entitled to enter into the Contract prior to the consummation of the Contract and that the Broker is fully compliant with respect to any laws or regulations that govern the Posting of Properties for mortgages or mortgage loans within the jurisdiction where the Mortgage Deal is located or where the Broker is located, as the case may be, or that the other Lender is fully compliant with respect to any laws or regulations that govern the purchase and/or sale of Mortgage Assets within the jurisdiction where the Mortgage Assets are located or where the Broker is located, as the case may be. Members are advised to conduct all necessary due diligence to confirm with Lender that Lender is fully authorized to provide mortgage loans to the applicant that the Broker is representing or that the Lender is duly authorized and has the financial capacity to acquire Mortgage Assets and that the Lender is fully compliant with respect to any laws or regulations that govern the actions of such Lender within the jurisdiction where the Mortgage Deal, Property or Mortgage Assets are located or where the Lender is located, as the case may be. In addition, Lenders are advised to conduct all necessary due diligence to confirm, with respect to Mortgage Deals, the information contained in the Mortgage Deal or Posting is true and accurate, that the Client that the Broker is representing is, in fact the Client of the Mortgage Deal and is fully entitled to enter into the Contract prior to funding any such mortgage loans and, with respect to the purchase and sale of Mortgage Assets, with respect to Mortgage Deals, the information contained in the Mortgage Assets posted to the knnct Platform is true and accurate, that the selling Lender is, in fact the owner of such Mortgage Assets and is fully entitled to enter into the Contract prior to making any payment to acquire such Mortgage Assets.
Accordingly, knnct IS NOT LIABLE FOR THE ACTS OR OMMISSIONS (FRAUDULENT OR OTHERWISE) OF MEMBERS. Each Member acknowledges that knnct, knnct Platform or knnct App does not, in any way, supervise, direct, control or monitor a Member’s relationship or any Contracts or agreements entered into by Members in any manner whatsoever. knnct does not set, regulate or monitor the terms or conditions of any Contracts entered into by Members. knnct does not provide any supervision to Members and nor does knnct provide or conduct any due diligence or compliance for or on behalf of any Members even in cases where knnct has provided Members with documentation to assist them in their due diligence or compliance. knnct is not a mortgage or loan provider and knnct is not an owner of Property relating to Mortgage Deals or a Client of a Broker and knnct is not an employer of any Members. knnct does not sell or acquire Mortgage Assets. As such, knnct is not responsible for and will not be liable for any tax payments or withholding, including but not limited to unemployment insurance, worker’s compensation insurance, social security, disability insurance, sick leave, vacation pay, retirement benefits, health benefits or any other applicable federal or state (or provincial) withholdings in connection with a Member’s use of knnct, the knnct Platform or any Member`s Services.
9. MORTGAGE DEALS. MORTGAGE ASSETS
a. Add/Submitting/Posting Mortgage Deals or Selling/Buying Mortgage Assets.
Brokers may post, publish, add or post Mortgage Deals (for the account of a Client of the Broker) that require mortgages and connect with Lenders through the Service. When you post a Mortgage Deal or deals that requires a mortgage, you represent and warrant that all of the information that you submit about each such Mortgage Deal and your Client (together, with all other documents and materials relating to a Mortgage Deal and submitted by you to the Service or to Members, “Broker Materials”) is factually accurate and correct. Brokers are not entitled to provide their personal contact information or that of their brokerage firm (“Broker Contact Information”) when posting Mortgage Deals. In addition, knnct has the right – but not the obligation – in its sole discretion to refuse to post or to delete any Mortgage Deal that has been posted as requiring a mortgage or to remove any Broker Contact Information that has been posted that it reasonably considers as violating the provisions of this Agreement or be otherwise illegal, fraudulent or inappropriate.
Lenders may post, publish, add or post Mortgage Assets for sale and connect with other Lenders through the Service. When you post a Mortgage Assets for sale, you represent and warrant that all of the information that you submit about each such Mortgage Assets (together, with all other documents and materials relating to such Mortgage Assets and submitted by you to the Service or to Members, “Lender Materials”) is factually accurate and correct. Lenders are not entitled to provide their personal contact information or that of their lending firm (“Lender Contact Information”) when posting Mortgage Assets for sale. In addition, knnct has the right – but not the obligation – in its sole discretion to refuse to post or to delete any Mortgage Assets that has been posted for sale or to remove any Lender Contact Information that has been posted that it reasonably considers as violating the provisions of this Agreement or be otherwise illegal, fraudulent or inappropriate.
b. Brokers Connecting with Lenders. Broker fees
If you wish to connect with Lenders with respect to a Mortgage Deal that requires a mortgage, you may post a Mortgage Deal that requires a mortgage through the Service, and Lender or Lenders may choose to connect with you in their sole discretion.
knnct DOES NOT charge Brokers that choose to post Mortgage Deals that require a mortgage loan that is less than $3 million or where a mortgage is for sale using the knnct App database and then to connect with Lenders based on Lender’s lending criteria. Mortgage loans greater than $3 million are not currently supported by the knnct platform but knnct can assist brokers seeking more than $3 million by connecting and matching them with a group that has access to lenders better able to service deals of that size. Brokers are also entitled to upload all relevant documents regarding a Mortgage Deal or mortgage to the knnct’s cloud server.
knnct reserves the right to charge Brokers a fee or to the change the pricing of the fees (“Broker Fee”) that it charges Brokers at its sole discretion and with limited notice. Furthermore, knnct, in its sole discretion, reserves the right to terminate the membership of any Brokers that are providing inaccurate Data and information to Lenders on a regular basis.
c. Lenders Connecting with Brokers and other Lenders. Lender Fees
Members that have registered for as a Lender, Investor and/or Partner are entitled to full access to, view and to notified of Mortgage Deals, Mortgage Assets and/or Property Listings that meet their criteria and then to upload relevant documents regarding a Mortgage Deal, Mortgage Asset and/or Property Listing that have been uploaded by a Member to the knnct cloud server. By registering with knnct and by using knnct’s Platform and Services to search, connect, and make an Offer with Brokers, Lenders are obligated to pay, and by their usage of the knnct Platform, agree to pay, the Mortgage Origination Connection Fee for each Successful Transaction they make (or alternatively, can choose to pay an annual fee to have access to make unlimited offers to Brokers).
In addition, Lenders that have registered for Mortgage Sales are entitled to full access to view and be notified of Mortgage Assets for sale that meet their criteria and then to upload relevant documents regarding the Mortgage Assets that have been uploaded by another Lender to the knnct cloud server. Lenders that sell mortgage assets will pay the Mortgage Sales Connection Fee for each mortgage sale made by such Lender.
The cost that knnct App charges a Lender to match Mortgage Deals and/or Property Listings that have been posted to the knnct Platform, to receive notifications and emails identifying Mortgage Deals and/Mortgage Assets AND to register each Lender’s criteria, to access and review a dashboard provided by knnct that identifies filtered results and to search, peruse and review the knnct Platform database in search of Mortgage Assets that are for sale based on Lender’s lending criteria AND that meet Lender’s identified criteria are as shown in the section of the knnct website that identifies pricing and/or the Service Agreement, the Mortgage Origination Connection (as identified in the knnct Payment Terms of Service or Mortgage Sales Connection Fee Agreement.
(each such fee a “Mortgage Origination Connection Fee”, “Mortgage Sales Connection Fee”, or “Member Connection Fee”, depending on the nature of the transaction consummated.)
In the event that knnct determines that a Member is successfully consummating more than 10% of any particular category of the deals posted on knnct, knnct reserves the right to adjust the pricing for such Member.
The Member Connection Fee shall be payable whether the transaction between Members is consummated at the time of the initial posting of a Deal or at any time within one (1) year from the date of the initial posting of the deal.
Because of the importance of knnct communicating with its Members, Members may not opt-out of or block communication from or by knnct.
Knnct reserves the right the change the pricing of Lender Fees and to offer Lenders free trials to use the knnct Platform for any period of time at its sole discretion and with limited notice. Furthermore, knnct, in its sole discretion, reserves the right to terminate the membership of any Lenders that are providing inaccurate Offers to Lenders or fail to disclose additional terms, conditions or fees to Brokers on a regular basis or fail to complete transactions where a fully executed agreement has been executed.
Brokers may elect to withdraw at any time a Mortgage Deal that requires a mortgage or where a mortgage is for sale through the Service in their sole discretion. However, if a Lender is able to demonstrate to us that a Broker is acting inappropriately, fraudulently or illegally in Posting, or electing to withdraw, Mortgage Deals that require a mortgage or mortgages that are for sale through the Service, knnct, knnct Platform or knnct App may, with or without prior notice, suspend or terminate the Broker’s Account and knnct, knnct Platform or knnct App may, but has no obligation, advise any legal or regulatory authorities.
Lenders may elect to withdraw at any time a Mortgage Assets that are for sale through the Service in their sole discretion. However, if a Lender is able to demonstrate to us that another Lender is acting inappropriately, fraudulently or illegally in posting, or electing to withdraw, Mortgage Assets that are for sale through the Service, knnct, knnct Platform or knnct App may, with or without prior notice, suspend or terminate the Lender’s Account and knnct, knnct Platform or knnct App may, but has no obligation, advise any legal or regulatory authorities.
In addition, Lenders may elect at any time not to loan mortgage funds relating to a Mortgage Deal that requires a mortgage or where Mortgage Assets for sale through the Service for any reason whatsoever and in their sole discretion. However, if a Member is able to demonstrate to us that a Lender is acting inappropriately, fraudulently or illegally in such election or withdrawal, knnct may, with or without prior notice, suspend or terminate the Lender’s Account and knnct may, but has no obligation, advise any legal or regulatory authorities.
e. Role of knnct Platform
If a Broker successfully connects with a Lender for a Mortgage Deal through knnct Platform or a Lender connects with another Lender with respect to Mortgage Assets through knnct Platform, the parties intervening in this mortgage process are the Broker and the Lender and knnct or the Lenders and knnct. knnct is NOT a party to any transaction and knnct’s role in any such transaction is solely for the following scopes:
- To provide, host and maintain a database of Brokers and Lenders on the knnct Platform for the benefits of both the Brokers and the Lenders;
- To provide, host and maintain a database that allows Brokers input Data and information (and to upload relevant documents) relating to a Mortgage Deal;
- To provide Brokers with access to a mortgage application form that allows Broker to provide all relevant data and information relating to a Mortgage Deal with the understanding that the mortgage application will be provided to Lenders and that such Lenders intend to rely upon that mortgage application and the Mortgage Deal in making a determination as to whether they are prepared to fund such Mortgage Deal;
- To facilitate the initial connection process;
- To supervise the initial connection process;
- To provide Brokers with compliance documents that will assist them to complete any compliance more fully obligations;
- To provide Lenders with an offer form that allows them to quickly provide an offer expressing general terms that the Lender would be prepared to fund a mortgage loan in respect of a Mortgage Deal and to facilitate the transfer of that offer to the relevant Broker.
- To provide Lenders with a mechanism that allows them to quickly provide an offer that identifies the basic terms and conditions that the Lender would be prepared to fund a mortgage loan in respect of a mortgage deal and to facilitate the transfer of that commitment to the relevant Broker.
- To provide Lenders with access to a form that allows such Lender to provide all relevant data and information relating to a Mortgage Assets understanding that such information will be provided to other Lenders and that such other Lenders intend to rely upon that information and the Mortgage Assets in making a determination as to whether they are prepared to acquire such Mortgage Assets;
- To provide Lenders with a mechanism that allows them to quickly request additional information regarding Mortgage Assets so that the Lender can assess the viability of acquiring Mortgage Assets from another Lender.
- knnct Platform does not take or make any decision on the suitability of Lenders for a certain Mortgage Deal that requires a mortgage or the suitability of Lenders to acquire Mortgage Assets that are for sale and knnct or knnct Platform does not provide any advice to any Member regarding any Mortgage Deal, Posting or Mortgage Assets. Nor does knnct or the knnct Platform take or make any decision on the suitability of a Mortgage Deal that requires a mortgage or the suitability of Lenders to acquire Mortgage Assets that are for sale by a Lender or whether a Lender is a suitable lender for a Mortgage Deal that requires a mortgage or whether Mortgage Assets are suitable or appropriate for a lender where Mortgage Assets are for sale. The only parties responsible of every decision, and of the adequacy of any Mortgage Deal that requires a mortgage or of any Mortgage Assets that are for sale and the determination to grant, or the consummation or granting, of a mortgage in respect of such Mortgage Deal or mortgages or the consummation of any Mortgage Assets purchase and sale transaction, as the case may be, is the Broker and the Lender or the Lender and Lender, respectively. Thus, knnct Platform acts solely and exclusively as a facilitator and intermediary to connect Brokers, and Lenders with respect to Mortgage Deals and to connect Lenders with other Lenders with respect to Mortgage Assets and knnct is not in any way deemed to be an agent, agency, partner or a representative of either the Broker, the Client of the Broker or the Lender.
10. BILLING AND PAYMENT.
Payment of the Member Posting Fee or Member Connection Fee or Circumvention Fee, if any, through the knnct Platform is made directly by such Lender or Broker, as the case may be. With respect to Mortgage Deals, Members of the knnct Platform, whether via web portal or knnct App or both, will be required to provide their credit card and/or bank account details to knnct and the Payment Service Provider retained by knnct (the “PSP”) or to have made other arrangements for payment of the Mortgage Origination Fee or any other fee associated with being a Member. Members will be responsible for paying the invoice (the “Invoice”), which will include (i) the Lender Fee or Broker Fee, as the case may be (“Members Payment”), and (ii) the service fee, if applicable, which is used to offset knnct’s cost of providing Members with customer support and other various business objectives. Members may be required to register with the PSP and set up their account with the PSP (“PSP Agreement”). Please note that knnct is not a party to the PSP Agreement and that you, the PSP and any other parties listed in the PSP Agreement are the parties to the PSP Agreement and that knnct has no obligations or liability to any Member under the PSP Agreement.
With respect to an acquisition of Mortgage Assets, Lenders will have executed the Mortgage Sales Connection Fee Agreement and Lenders will be responsible for paying the Mortgage Sales Connection Fee in the event of successful transaction between Lenders as a result of being connecting using the knnct Platform.
Knnct, the knnct Platform and knnct App act solely and exclusively as intermediary and act only as a venue for connecting Members (a) with respect to Mortgage Deals, by matching Mortgage Deals and connecting that Mortgage Deal with one or more Lenders based on each such Lender’s lending criteria and (b) with respect to sale and purchase of Mortgage Assets, by matching Mortgage Assets and filtering and connecting those Mortgage Assets with one or more Lenders based on each such Lender’s identified criteria. Because knnct is not involved in the consummation of any contract between Members or Lenders and Clients, in the event that you have a dispute with one or more Members, you release knnct and its affiliates (and their respective officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
KNNCT, knnct PLATFORM OR knnct APP EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN MEMBERS OF THE knnct PLATFORM OR ANY THIRD PARTY PROVIDERS THAT MEMBERS HAVE CONTRACTED WITH FOR OTHER SERVICES THAT SUCH MEMBER IS USING OR TAKING ADVANTAGE OF.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1442 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
12. RESTRICTION ON USE OF SERVICE, ACCEPTABLE USE.
knnct Platform may contain Mortgage Deal Postings as well as Mortgage Assets posting, profiles, messaging systems, blogs, message boards, reviews, ratings, applications, postings, provide access to third parties or advertising of resources that Members (or Clients of Members or third parties) could use, chat areas, news groups, forums, communities and/or other messages or communication facilities (“Public Areas”) that allow Members to communicate with other Members. To whatever extent possible, you may only use such Public Areas to send and receive messages and material that are relevant and proper to the applicable forum. For the safety and integrity of the knnct Platform or knnct App, you may not share your personal contact information with other Members using the knnct App or knnct Platform.
Without limitation, while using the knnct Platform or knnct App, you may not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including knnct App staff, or use information learned from the knnct Platform or during the performance of Projects to otherwise defame, abuse, harass, stalk, threaten, intimidate or mislead, or otherwise violate the legal rights of any other Member or knnct App staff.
- Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information on the knnct Platform or any other platform.
- Use the knnct Platform for any purpose, including, but not limited to posting or consummating a contract in respect of (i) any Mortgage Deal that requires a mortgage loan or Mortgage Assets that are for sale and (ii) the granting of a mortgage or examine those Mortgage Deals for the purpose of lending money in furtherance of a mortgage or the acquisition of a mortgage or mortgages or the payment of money as consideration for the acquisition of Mortgage Assets, in violation of local, state/provincial, national, or international law.
- Access Data and information from the knnct Platform for any purpose other than what was intended including, without limitation, selling that Data and information to any third party for any reason whatsoever.
- Provide Data and information to the knnct Platform or access Data and information from the knnct Platform knowing (or ought to know) that such disclosure or retrieval of such Data and information is prohibited by a third party.
- Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third-party.
- Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another’s computer.
- Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly (including, without restriction, any documents that are made available by Brokers (and any third-party that the Broker is working with or for) regarding any Mortgage Deal that requires a mortgage or where a mortgage is for sale and the granting of a mortgage.
- Advertise or offer to sell any goods or services for any commercial purpose through the knnct Platform which are not relevant to the mortgage or real estate sector through the knnct Platform except where specifically authorized by the knnct Platform and knnct App.
- Contact a Member directly for any reason whatsoever except in the context the knnct Platform and the purposes described in this Agreement.
- Conduct or forward surveys, contests, pyramid schemes, or chain letters.
- Impersonate another person or a Member or allow any other person or entity to use your identification to post or view comments.
- Post the same Mortgage Deal or Posting repeatedly (“Spamming”). Spamming is strictly prohibited.
- Download any file posted by another Member that a Member knows, or reasonably should know, cannot be legally distributed through the knnct Platform.
- Restrict or inhibit any other Member from using and enjoying the Public Areas.
- Imply or state that any statements you make are endorsed by knnct App, without the prior written consent of knnct App.
- Use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the knnct Platform in any manner.
- Hack or interfere with the knnct Platform, its servers or any connected networks.
- Adapt, alter, license, sublicense or translate the knnct Platform for your own personal or commercial use.
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by knnct App.
- Upload content to the knnct Platform that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
- Upload content that provides materials or access to materials that exploit people under the age of 18 in an abusive, violent or sexual manner.
- Use the knnct Platform for any other purpose other than is intended and identified herein.
- Use the knnct Platform to solicit for any other business, website or service, or otherwise contact Members for employment, contracting or any purpose not related to use of the knnct Platform as set forth herein except in the appropriate areas of the knnct Platform.
- Use the knnct Platform to collect email addresses of Members by electronic or other means or to otherwise circumvent the knnct App, knnct Platform or Services.
- Use the knnct Platform or Services in violation of this Agreement.
- Use the knnct Platform in a manner which is false or fraudulent or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining knnct App’s trade secret information for public disclosure or other purposes.
- Attempt to circumvent the payments system or service fees in anyway including, but not limited to, processing payments outside of the platform, including inaccurate information on invoices or statements of account, or otherwise invoicing in a fraudulent manner.
- Register under different identities as a Lender.
- Register under different identities (save and except as both a Broker and Lender), after your account has been suspended or terminated or register under multiple identities.
- Cause any third-party to engage in the restricted activities above.
You understand that all submissions made to Public Areas will, or may, be public and that you may or will be publicly identified by your login identification when communicating in Public Areas, and knnct, the knnct Platform or knnct App will not be responsible for the action of any Members with respect to any information or materials posted in Public Areas.
13. MEMBER MATERIALS.
a. License to Member materials/Confidentiality.
“Member Materials” is defined as any information and materials (including documents in any format) that a Member provides or uploads to knnct, the knnct Platform or knnct App or makes available to other Members using the knnct Platform or knnct App in connection with your registration for and use of the knnct Platform, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for Member Materials, and knnct acts merely as a passive conduit or intermediary for your online registration, distribution and publication of your Member Materials for the purpose of allowing Members to connect with other Members.
“knnct Materials” is defined as any materials (including documents in any format) that knnct provides, makes available or uploads to Members in connection with: (i) for Brokers, access to the knnct Platform, and the ability to offer your Clients, the mortgage application process completely online and connecting with Lenders online and (ii) for Lenders, access to the knnct Platform to obtain information about the Client and the Mortgage Deal online as a means of streamlining the process of facilitating Mortgage Deals that Lenders wish to fund or acquire; though the knnct Platform. You are solely responsible to use such knnct Materials for the purpose that they were intended, and knnct Platform acts merely as a service provider for Members relating to any such knnct Materials.
By posting and/or making available Member Materials to the Service, you hereby grant knnct, knnct Platform and knnct App (and each of their assignees, designees, successors, licensees, and sub-licensees), for the sole purposes of displaying your Member Materials to other Members, an unrestricted, assignable, sub-licensable, revocable, royalty-free, fully paid up license throughout the world and during the term of the Agreement to reproduce, distribute, publicly display, transmit, communicate to the public, publicly perform on a through-to-the-audience basis, create derivative works from, and otherwise use and exploit (collectively, “Use”) all Member Materials you upload to or through the Service through any media and formats now known or hereafter developed but knnct shall protect the identity of such information and materials at all time. This, however, does not provide knnct, knnct Platform and knnct App (and their assignees, designees, successors, licensees, and sub-licensees) any right to disseminate confidential information relating to any Mortgage Deals or to the Clients of the Broker.
With respect to the knnct Materials, Members understand and acknowledge that no license under any patent, copyright, trade secret or other intellectual property right is granted to or conferred upon such Member pursuant to these Terms and Conditions or by the delivery of such documents or entitlement to use such documents or the transfer of any information by knnct, knnct Platform or knnct App to such Member, either expressly, by implication, inducement, estoppel or otherwise.
With respect to the Member Materials, all such information and documents provided are to be used by a Lender or Lender solely for the purpose of evaluating a Mortgage Deal or Mortgage Assets and possibility of entering into a transaction with respect to such Mortgage Deal or Mortgage Assets and such Member Material will be treated as ‘strictly confidential’ and kept completely confidential by each Lender except to the extent that (i) a Broker or Lender, as the case may be, has provided prior written consent to disclose such information and documents for the purposes of consummating a transaction or (ii) any judicial authority, governmental authority, regulatory authority or self regulatory organization has lawfully requested such information and documents. Subject to the provisions of this section, each Lender hereunder agrees to indemnify the relevant Broker or other Lender, as the case may be, against any and all losses, damages and claims (together with reasonable expenses and attorneys’ fees) incurred or suffered by the disclosing party as a result of a breach of Lender’s obligation to treat such documents and information as ‘strictly confidential’.
All documents and information made available using the knnct Platform to a Lender by a Broker or another Lender will remain the property of the Broker. To the extent that a Lender and Broker are not able, for any reason whatsoever, to complete a transaction, Lender will delete and destroy all such documents and information within fourteen (14) days of receipt of any written request from the Broker or other Lender, as the case may be, and no copies will be retained by the Lender, unless the parties agree otherwise in writing. Any documents and information that may be found in storage in the Lender’s computer files, drafts, notes, compilations, studies, synopses, or summaries thereof, or other documents prepared by or for the Lender will be held by the Lender and kept as ‘strictly confidential’ or deleted and destroyed. Notwithstanding the foregoing, the Lender may retain any electronic copies as may be stored on the Lender’s electronic records storage system as a result of automated back up systems or as may be otherwise required by law or other regulatory requirements.
b. Limited waiver of rights.
By posting Member Materials to or through the Service, you waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your Member Materials, or any portion thereof except for any Data or confidential information relating to the specifics of any Mortgage Deals, Clients of the Broker or Mortgage Assets. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any Member Materials you post to the Service, during the term of this Agreement. You expressly release knnct and all of knnct’s agents, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the Use of your Member Materials as authorized in this Agreement. Each Member hereby waives all rights and releases knnct from and shall neither sue nor bring any proceeding against any such parties for, any claim or cause of action, whether now known or unknown, for defamation, invasion of right to privacy, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such Member’s identity, likeness or voice in connection with the knnct Platform.
c. Representations and Warranties.
With Respect to Member Materials. Except for materials knnct provided to you through the Service including, without limitation, knnct Materials (if any), you represent, warrant, and covenant that (i) you either are the sole and exclusive owner of all of your Member Materials that you post to the Service, or you have all rights, licenses, consents, and releases that are necessary to grant to knnct the rights in your Member Materials as contemplated under this Agreement, and (ii) neither the Member Materials you post to the Service nor your creation of, accessing, or posting of your Member Materials or knnct’s Use of your Member Materials (or any portion thereof) as permitted in this Agreement will:
- be false, inaccurate, incomplete or misleading;
- be fraudulent or involve the sale of stolen items;
- infringe, misappropriate or violate the rights of any party or entity, including a third-party’s patent, copyright, trademark, trade secret, moral rights, rights of publicity, rights of privacy or other intellectual property or proprietary rights;
- constitute or result in defamation, libel, slander, or the violation of any applicable law or regulation (including, without limitation, restrictions on obscenity, child pornography, wiretap laws or other similar restrictions on non-consensual recording, or otherwise);
- be obscene or contain child pornography or be harmful to minors;
- contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, Data or personal information;
- require knnct to obtain any licenses from or make any payments in any amounts to any third-party throughout the world.
- create liability for knnct or cause knnct to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
d. Prohibition on uploading objectionable content.
You agree not to submit Member Materials that: (i) is or could be interpreted to be infringing, defamatory, libelous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, objectionable, hateful, or promotes discrimination, bigotry, racism, or hatred (collectively, “Objectionable Content”), as knnct determines in its sole discretion; or (ii) introduces viruses, time-bombs, worms, cancel bots, Trojan Horses and/or other harmful or malicious code.
If you encounter any Objectionable Content on the Service, please email at firstname.lastname@example.org.
14. INTELLECTUAL PROPERTY RIGHTS.
All text, graphics, editorial content, data, formatting, designs, HTML, look and feel, photographs, software, music, sound, videos, interactive features, goodwill and other content (collectively “Proprietary Material”) that Members see or read through the knnct Platform or any knnct Materials is owned or licensed by knnct, knnct Platform or knnct App, excluding Member Generated Content that knnct has the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. knnct owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. You may not copy, reproduce, upload, republish, transmit, post or distribute any material from the Service in any way without prior express written permission of the copyright owner of such material or as otherwise specified in this Agreement or permitted by functionalities of the Service. You may not modify any materials obtained from the Service unless you have obtained prior express written authorization from the applicable copyright owner. You must obtain permission for all other uses of materials made available on or through the Service from knnct or the copyright owner in advance and in writing.
The trademarks, service marks, and logos of knnct, knnct Platform and knnct App (the “knnct Trademarks”) used and displayed on the Service or any knnct Materials are registered and unregistered trademarks or service marks of knnct, knnct Platform or knnct App. Other product and service names located on the Service or any knnct Materials may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with the knnct Platform or knnct Trademarks, the “Trademarks”). Nothing on the Service or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Service without knnct’s prior express written consent for each individual use except to the extent granted below in paragraph f below. You may not use the Trademarks to disparage knnct or the applicable third-party, knnct’s or a third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any Service without knnct’s prior express written consent. All goodwill generated from the use of any knnct’s Trademark will inure solely to knnct’s benefit.
All text, graphics, editorial content, data, formatting, designs, HTML, look and feel, photographs, software, music, sound, videos, interactive features, goodwill and other content found on the knnct Platform or other knnct Materials (collectively “knnct Content”) is the sole property of knnct and you may not sell, transfer, assign, license, sublicense, or modify the knnct Platform or knnct Content or knnct App or any knnct Materials, and you may not reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the knnct Platform or knnct Content or any knnct Materials in any way for any public or commercial purpose. The use or posting of any of the knnct Platform or knnct Content or any knnct Materials on any other website or in a networked computer environment for any purpose is expressly prohibited.
In addition, you also may not attempt to derive the source code of, modify, or create derivative works of the knnct, any updates, any knnct Materials or any part thereof (except as and only to the extent any of the foregoing restrictions are prohibited by applicable law). If you violate any part of this Agreement, then your right to access and/or use the knnct Platform or knnct Content and Service or any knnct Materials will automatically terminate and you must immediately destroy any copies you have made of the knnct Platform or knnct Content or any knnct Materials.
e. Broker’s and Lender’s brands.
Brokers and Lenders agree that knnct may use your name and brand as a customer reference and may publicly disclose and advertise the fact that you are using knnct Platform and Services unless you specifically indicate in writing that knnct may not use your name and brand.
f. knnct, knnct Platform or knnct App’s brand.
knnct, knnct Platform or knnct App agree that Brokers or Lenders may use the knnct, knnct Platform or knnct App name and brand as a reference and may publicly disclose and advertise the fact that you are using knnct Platform and Services.
15. COPYRIGHT COMPLAINTS AND DESIGNATED AGENT.
a. Procedure for Reporting.
knnct respects the intellectual property of others and expects Members to do the same. If you believe, in good faith, that any materials (including photographs) provided on or in connection with the knnct Platform infringe upon your copyright or other intellectual property right, please send the following information knnct’s designated agent (“Designated Agent”) via email to email@example.com:
- A description of the copyrighted work that you claim has been infringed, including the screenshots and/or URL (Internet address) or other specific location on the knnct Platform where the material you claim is infringed is located. Include enough information to allow knnct App to locate the material, and explain why you think an infringement has taken place;
- A description of the location where the original or an authorized copy of the copyrighted work exists — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
- Your name, address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- An electronic signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
b. Repeat Infringers.
knnct’s intellectual property policy is to (i) remove or disable access to material that knnct believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third-party by being made available through the Service, and (ii) remove any Member Materials uploaded to the Service by “repeat infringers.”
knnct considers a “repeat infringer” to be any Member that has uploaded Member Materials or Feedback to or through the Service and for whom knnct has received more than one takedown notice compliant with the provisions of 16 U.S.C. § 511 with respect to such Member Materials or Feedback. knnct reserves the right at its own has discretion to terminate the account of any Member after receipt of a single notification of claimed infringement or upon knnct’s own determination.
c. Counter Notification.
If you receive a notification from us that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide us with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to knnct’s Designated Agent via email to firstname.lastname@example.org and include substantially the following information:
- Your electronic signature or signature the person authorized to act on your behalf;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
- Your name, address, telephone number and email address;
- A party submitting a Counter Notification should consult a lawyer or see 16 U.S.C. § 511 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
d. False Notifications of Claimed Infringement or Counter Notifications.
knnct reserves the right to seek damages from any Member that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
16. EMAIL, MOBILE PHONE USE, TEXTS AND CALLS.
By providing your email address, mobile phone number and using the knnct Platform, you hereby affirmatively consent to our use of your email address for emails and mobile phone number for calls and/or texts (including pre-recorded and/or by automatic telephone dialing systems) in order to (a) perform and improve upon the knnct Platform, (b) facilitate the consummation of mortgage related transactions relating to any Mortgage Deal that requires a mortgage or Mortgage Assets that are for sale and the granting of a mortgage in respect of such properties or mortgages through the knnct Platform, (c) provide you with notifications that your dashboard has been updated and that you have received a notification from another Lender or Broker, as the case may be, regarding a Mortgage Deal, (d) provide you with updates from time to time about updates to the knnct Platform, knnct App or Service and (e) provide you with information and reminders regarding your registration, orientation, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about Properties or Postings and/or in follow up to any push notifications delivered through our mobile application. knnct App will not assess any charges for emails, calls or texts, but standard message charges or other charges from your wireless carrier may apply.
You may opt-out of receiving emails or texts messages from us by modifying your account settings or texting “STOP” in response to any texts, or by emailing email@example.com and specifying you want to out-out of texts. You may opt-out of receiving calls from us by stating that you no longer wish to receive emails or calls during any call with us, or by emailing firstname.lastname@example.org and specifying you want to opt-out of calls or emails or both. You understand that we may send you a text confirming any opt-out by you.
17. INTERACTIONS WITH OTHER MEMBERS.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU UNDERSTAND THAT KNNCT CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS NOR DOES KNNCT DETERMINE CONCLUSIVELY WHETHER A MEMBER IS PROPERLY LICENSED TO CONDUCT ITS ACTIVITIES OR WHETHER A LICENSE PROVIDED IS OR REMAINS VALID. KNNCT ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS MEMBERS OR MAKES NO ATTEMPT TO VERIFY THE STATEMENTS OF ITS MEMBERS (OR CLIENTS) OR THE DATA, DOCUMENTS OR INFORMATION PROVIDED BY MEMBERS (OR CLIENTS) ON THE KNNCT PLATFORM OR TO EACH OTHER. KNNCT APP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS (OR CLIENTS) OR THEIR COMPATIBILITY OR SUITABILITY WITH ANY CURRENT OR FUTURE MEMBERS OR THE VERACITY OF THE INFORMATION RELATING TO, OR SUITABILITY OF, ANY PROPERTIES OR POSTINGS. KNNCT APP RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS OR TO DETERMINE WHETHER A MEMBER IS CURRENTLY REGISTERED OR LICENSED BY A RELEVANT REGULATORY BODY AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
IN NO EVENT SHALL KNNCT APP BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED MEMBERS OF THIS SERVICE OR PERSONS THAT YOU COMMUNICATE THROUGH THIS SERVICE. YOU AGREE TO TAKE ALL REASONABLE AND NECESSARY PRECAUTIONS IN ALL INTERACTIONS WITH OTHER MEMBERS OF THE SERVICE OR MEMBERS OF THE PUBLIC. YOU UNDERSTAND THAT KNNCT APP MAKES NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OF ANY MORTGAGE DEAL, PROPERTY OR POSTINGS MADE THROUGH THE KNNCT PLATFORM OR SERVICE OR THE SUITABILITY OF ANY LENDERS THAT EXPRESS ANY INTEREST IN PROVIDING MORTGAGE FUNDING OR TO ACQUIRE A MORTGAGE PROPERTY THROUGH THE KNNCT PLATFORM OR SERVICE. YOU SHOULD NOT PROVIDE YOUR PERSONAL AND FINANCIAL INFORMATION (FOR EXAMPLE, YOUR CREDIT CARD OR BANK ACCOUNT INFORMATION) TO OTHER MEMBERS AND KNNCT IS UNEQUOVICAL IN ITS RECOMMENDATION THAT ANY TRANSACTIONS TO CONSUMMATE A MORTGAGE DEAL ARE CONDUCTED WITH THE ASSISTANCE OF LEGAL AND FINANCIAL PROFESSIONALS.
The knnct Platform and Service allows Members to send messages (“Messages”) to each other in connection with Mortgage Deals and Postings or Mortgage Assets. SENDING MESSAGES IS A PRIVILEGE, NOT A RIGHT, and knnct App may terminate such privileges of any Member at any time and for any reason in its sole discretion, without any liability to such Member. Harmful, obscene, or offensive communications are not welcome in any Messages.
If a Member sends you an objectionable Message, then please notify us by sending an e-mail to email@example.com.
You should exercise discretion, good sense, and sound judgment when sending a Message. You are solely responsible for the content of any Message you send and the effect that such Message may have upon the Member receiving such Message. You agree to take reasonable precautions in all interactions with other Members and should not provide to other Members via messages your personal information (such as your phone number, email, social security number etc.) and/or financial information (for example, your credit card or bank account information, SWIFT account, etc.). IT IS STRONGLY RECOMMENDED THAT ANY TRANSACTIONS TO CONSUMMATE A MORTGAGE DEAL OR THE SALE AND PURCHASE OF MORTGAGE ASSETS ARE CONDUCTED WITH THE ASSISTANCE OF LEGAL AND FINANCIAL PROFESSIONALS. You agree that knnct may monitor Messages for compliance with these Terms, and therefore, Messages should not be considered confidential or proprietary. You hereby grant us an assignable, sub-licensable, irrevocable license to reproduce and transmit your Messages in connection with facilitating transmission to the intended recipient through the Service and for such other purpose as knnct may deem appropriate in its sole discretion.
19. MEMBER RATING.
knnct Platform allows Members to submit reviews and rate each other on the basis of their performance on the knnct Platform (“Member Rating”). In addition, knnct Platform hosts Member Materials relating to reviews and rating system of specific Broker’s Properties or Postings relative the lending criteria identified by a Lender and indicates how close a particular Mortgage Deal or Posting is relative to such criteria (“Deal Rating”). Member Rating and Deal Rating are collectively referred to as “Rating”. Such Rating is knnct’s opinion and is based on the specific algorithms used by knnct in ascertaining how members rate each other based on performance and the relevancy of Mortgage Deals or Posting as compared with a Lender’s lending criteria (as disclosed). Each Broker should undertake their own research to be satisfied with a Member that they will potentially conduct business with or whether a specific Lender is the appropriate Lender for their Mortgage Deal and it is the responsibility of each Broker to conduct its own due diligence on a specific Lender to ensure that such specific Lender is the appropriate Lender for their Mortgage Deal. In addition, each Lender should undertake their own research to be satisfied with a Member that they will potentially conduct business with or whether a specific Mortgage Deal or Posting is the appropriate Mortgage Deal or Posting for such Lender and it is the responsibility of each Lender to conduct its own due diligence on a specific Member, Mortgage Deal or Posting to ensure that such specific Member, Mortgage Deal or Posting is the appropriate Member, Mortgage Deal or Posting for such Lender. Both Lenders and Brokers agree that knnct is not liable for any Rating or other Member Generated Content.
20. REMOVAL OF INFORMATION.
We do not, and cannot, review Postings, Mortgage Deals, Mortgage Assets, Member profiles, public postings, messages or other materials posted or sent by Members of the Service. We are not responsible for any of the content of these Postings, Mortgage Deals, Mortgage Assets, Member profiles, public postings, messages or other materials that have been posted by Members. We reserve the right, but are not obligated to, delete, move or edit profiles, public postings, messages and other materials that we, in our sole discretion, deem to be in violation of the Code of Conduct as set out above or any other applicable content guidelines or deem to be otherwise unacceptable. Each Member shall remain solely responsible for the content of profiles, public postings, messages and other materials that such Member may upload to the Service.
21. TERMINATION AND SUSPENSION.
knnct may terminate, limit or suspend your right to use the knnct Platform in the event that we believe that you have breached this Agreement (a “Member Breach”) by providing you with written or email notice of such Member Breach and such termination or suspension, and termination or suspension will be effective immediately upon delivery of such notice.
If knnct terminates, limits, or suspends your right to use the knnct Platform as a Broker or Lender for a Member Breach, you will NOT be entitled to any refund of unused balance in your account, and you are prohibited from registering and creating a new account under your name, a fake or borrowed name, fake or borrowed license or registration number, or the name of any third-party, even if you may be acting on behalf of the third-party. In addition to terminating, limiting, or suspending your account, knnct reserves the right to take appropriate legal action, including without limitation pursuing arbitration, criminal, and injunctive redress in accordance with Section 24 or alerting any law enforcement and/or regulatory body that governs your activities as to your behavior and/or activities.
Even after your right to use the knnct Platform is terminated, limited, or suspended, this Agreement will remain enforceable against you.
knnct reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the knnct Platform at its sole discretion. Except for refundable fees you have advanced to knnct (if any), knnct is not liable to you for any modification or discontinuance of all or any portion of the knnct Platform.
Notwithstanding anything to the contrary in this Section, knnct has the right to restrict anyone from completing registration as a Member if knnct believes such person may threaten the safety and integrity of the knnct Platform, or if, in knnct’s sole discretion, such restriction is necessary to address any other reasonable business concern.
You may terminate this Agreement at any time by ceasing all use of the knnct Platform. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
22. NO RESPONSIBILITY.
You acknowledge that we are not responsible for interruption or suspension of the Service, regardless of the cause of the interruption or suspension. Furthermore, you acknowledge that the sole purpose of the knnct platform is to facilitate the connection of Brokers and Lenders and/or sellers and purchasers of Mortgage Assets and that, to the extent that you request the assistance of knnct in respect of any particular transaction and knnct agrees to provide and actually provides any assistance with any such transaction, knnct’s role in providing assistance only and knnct is not anyway whatsoever acting as a Broker or Lender or purporting to act as a Broker or Lender.
23. EXTERNAL LINKS.
You understand that by using any of the External Links, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. In addition, it is your sole responsibility to determine the suitability of any third-party service providers for your use, purposes and needs.
Nevertheless, you agree to use the External Links at your sole risk and that knnct shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable or to any services provides by such third-party service providers. It shall be your sole and exclusive obligation to prevent any and other persons from viewing or accessing any inappropriate content that may be included in or available through any External Links.
By using External Links, you acknowledge and agree that knnct is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such materials at External Links. knnct does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any External Links or for any other materials, products, or services of third parties.
You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own and sole risk, and you agree that knnct shall have no responsibility to you in the event your computer or mobile device is affected in any way by your use of External Links.
24. DISPUTE RESOLUTION.
a. Informal Negotiations.
To expedite resolution and reduce the cost of any dispute, controversy or claim between you and knnct (each a “Claim” and collectively “Claims”), you and knnct agree to first attempt to negotiate any Claim (except those Claims expressly excluded below) informally for at least thirty (28) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written or emailed notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to knnct. knnct’s email address for such notices is
firstname.lastname@example.org. If necessary, to preserve a Claim under any applicable statute of limitations, you or knnct may initiate arbitration while engaging in the informal negotiations.
b. Mandatory Arbitration.
Please read this carefully. It affects your rights.
YOU AND KNNCT MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL CLAIMS BETWEEN YOU (EXCEPT THOSE EXPRESSLY EXCLUDED BELOW) IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to extremely limited review by courts. Arbitrators can award the same damages and relief that a court can award.
This agreement to arbitrate, contained in this section, (“Arbitration Agreement”), is governed by the Federal Arbitration Act and survives the termination of this Agreement or your relationship with knnct. Claims include, but are not limited to, any dispute, claim or controversy whether based on past, present or future events arising out of or relating to: this Agreement and prior versions (including the breach, termination, enforcement, interpretation or validity thereof), the knnct Platform or knnct, Services, Properties, your relationship with knnct, the threatened or actual suspension, deactivation or termination of your Member Account or this Agreement, payments made by you or any payments made or allegedly owed to you, any city, county, state (or provincial) or federal wage-hour law, compensation, breaks and rests periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, emotional distress, any promotions, offers made by knnct, breach of any express or implied contract or breach of any express or implied contract or covenant, claims arising under federal or state (or provincial) consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Fair Labor Standards Act, Civil Rights Act of 1864, Uniform Trade Secrets Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act, and state (or provincial) statutes, if any, addressing the same or similar subject matters, and all other federal and state (or provincial) statutory and common law claims. All disputes concerning the arbitrability of a Claim (including Claims about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND KNNCT ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED EXCEPT THOSE CLAIMS AND DISPUTES WHICH BY TERMS OF THIS ARBITRATION AGREEMENT ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.
c. Agreement Prohibiting Class Actions and Non-Individualized Relief.
Please read this carefully. It affects your rights.
You and knnct agree that any arbitration will be limited to the Dispute between knnct and you individually.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND KNNCT ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING (“CLASS ACTION WAIVER”).
YOU AND KNNCT AGREE THAT YOU AND KNNCT 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 OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.
Notwithstanding the foregoing, this Class Action Waiver shall NOT apply to Private Attorney General Act Claims brought against the knnct Platform or knnct which are addressed separately in Section (d) below. The arbitrator shall have no authority to consider or resolve any Dispute or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Dispute or issue any relief on a class, collective, or representative basis.
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the Commercial Arbitration Rules and/or American Arbitration Association (“AAA Rules”), disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the Claim is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, the class, collective, and/or representative action on such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
d. Representative PAGA Waiver.
Notwithstanding any other provision of this Agreement or the Arbitration Agreement, to the fullest extent allowed by law: (1) you and knnct agree not to bring a representative action on behalf of others under the California Private Attorneys General Act of 1904 (“PAGA”), California Labor Code § 2498 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under the California PAGA, both you and knnct agree that any such Dispute will be resolved in arbitration on an individual basis only (that is, to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”). Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator.
If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.
e. Rules and Logistics Governing Arbitration.
e.1. Commencing Arbitration.
A party who intends to seek arbitration must first send to the other, by an international courier with a tracking mechanism, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address, via any other method available including via e-mail. The Notice to knnct should be addressed to knnct Markets Corp., 18 King Street E., Suite 902 | Toronto, ON M5C 1C4 Attn: knnct Legal Arbitration Department (the “Arbitration Notice Address”) or via email to email@example.com with subject of email “Arbitration Notice”. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and knnct do not reach an agreement to resolve the claim within thirty (28) days after the Notice is received, you or knnct may commence an arbitration proceeding as set forth below.
The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) in effect at the time the arbitration is initiated and modified by the terms set forth in this Agreement and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding.
e.2. Arbitration Proceeding.
The arbitration will be in English. Unless you and knnct agree otherwise, any arbitration hearings between knnct and a Member will take place in State of New York. A single independent and impartial arbitrator with his or her primary place of business in New York, New York will be appointed pursuant to the Rules, as modified herein.
e.3. Decision of the Arbitrator.
Barring extraordinary circumstances, the arbitrator will issue his or her decision within 110 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 28 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The arbitrator will decide the substance of all Claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Brokers or Lenders but is bound by rulings in prior arbitrations involving the same Brokers or Broker to the extent required by applicable law. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator’s award shall be final and binding. The arbitrator will apply New York state law. You acknowledge that these terms and your use of the Service evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement.
e.4. Arbitration Fees and Attorney Fees.
Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the following modifications:
If knnct initiates arbitration under this Arbitration Agreement, knnct will pay all AAA filing and arbitration fees. For Claims that (A) are based on an alleged employment relationship between knnct and the Brokers; (B) arise out of, or relate to, the knnct Platform or knnct’s actual or threatened deactivation of a Member’s account; (C) arise out of, or relate to the knnct Platform or knnct’s actual or threatened termination of a Member’s Agreement with the knnct Platform or knnct; or (D) arise out of, or relate to, monies earned or paid for Projects and Services (as defined above, including the Broker Fee and Cancellation Fee), monies owed by Lenders to Brokers, monies owed by knnct to Broker or Brokers, other than disputes relating to knnct`s sponsored promotions, (the subset of Claims in subsections (A)-(D) shall be collectively referred to as “Member Claims”), knnct shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses to the extent not paid by knnct pursuant to the fee provisions below.
If you are the party initiating the Member Claim, you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state (or province) in which you ordered or provided the Services, unless a lower fee amount would be owed by you pursuant to the AAA Rules, applicable law, or this subsection above. However, if a Broker or Brokers files a Claim in accordance with this Arbitration Agreement and the associated claim for damages does not exceed five thousand US dollars (5,000), knnct will pay all such fees unless (i) the arbitrator finds that either the substance of your claim or (ii) the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator.
Except as provided in Federal Rule of Civil Procedure or any state (or provincial) equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Dispute(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.
f. Equitable Relief.
The foregoing provisions of this Dispute Resolution section do not apply to any claim in which either party seeks equitable relief to protect such party’s copyrights, trademarks, or patents. You acknowledge that, in the event of a breach of this Agreement by knnct or any third-party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against knnct, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in this Agreement.
You and knnct agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement or the Service, excluding a claim for indemnification, must commence within one (1) year after the cause of action accrues. Otherwise, you and knnct agree that such cause of action is permanently barred.
h. Improperly Filed Claims
All claims you bring against knnct must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section will be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, knnct may recover attorneys’ fees and costs up to twenty thousand US dollars ($20,000), provided that knnct has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
In the event that knnct makes any future change to the Mandatory Arbitration provision (other than a change to knnct’s Arbitration Notice Address), you may reject any such change by sending us written notice within thirty (28) days of the change to knnct’s Arbitration Notice Address, in which case your Account and your license to use the Service will terminate immediately, and this Dispute Resolution provision, as in effect immediately prior to the amendments you reject, will survive this Agreement’s termination.
j. Right to Opt Out of Arbitration Agreement.
You may opt out of the Arbitration Agreement by notifying knnct in writing within thirty (28) days of the date you first registered for the knnct Platform or thirty (28) days from the date this Agreement was last updated. To opt out, you must send a written notification to knnct’s Arbitration Notice Address, that includes (a) your account email address, (b) your name, (c) your address, (d) your telephone number, (e) any other email address, (f) your license or registration number and (g) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 28-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions. In those circumstances, your Account and your license to use the Service will terminate immediately, and this Dispute Resolution provision, as in effect immediately prior to the amendments you reject, will survive this Agreement’s termination.
In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
25. GOVERNING AND CHOICE OF LAW
This Agreement, its validity, the construction of its terms and effect, shall be interpreted and governed by the laws of the Province of Ontario, Canada without reference to its choice of law.
26. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.
USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.
KNNCT, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS (COLLECTIVELY, THE “KNNCT PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY DATA, INFORMATION, CONTENT OR MORTGAGE DEALS (COLLECTIVELY “CONTENT”) PROVIDED THROUGH THE KNNCT PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE KNNCT PLATFORM, INCLUDING BUT NOT LIMITED, TO THE ACCURACY, RELIABILITY, SUITABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY THEREOF.
THE KNNCT PLATFORM OR KNNCT PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT OR ANY OTHER INFORMATION CONVEYED TO ANY KNNCT MEMBER, OR FOR ERRORS, MISTAKES OR OMISSIONS (INTENTIONAL OR OTHERWISE) THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA, OR INFORMATION STREAM FROM WHATEVER CAUSE. AS A MEMBER, YOU AGREE THAT YOU USE THE SERVICES AND/OR KNNCT PLATFORM AND ANY CONTENT AT YOUR OWN RISK.
THE KNNCT PLATFORM OR KNNCT PARTIES DO NOT WARRANT THAT THE SERVICES AND/OR KNNCT PLATFORM WILL OPERATE ERROR FREE, OR THAT THE SERVICES AND/OR KNNCT PLATFORM AND ANY CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICES AND/OR KNNCT PLATFORM OR ANY CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO KNNCT PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
THE KNNCT PLATFORM OR KNNCT PARTIES CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
THE SERVICES AND/OR KNNCT PLATFORM AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
THE KNNCT PLATFORM OR KNNCT PARTIES DO NOT MAKE ANY WARRANTY TO THE TIMELINESS, ACCURACY, SUITABILITY, SUITABILITY FOR ANY PARTICULAR PURPOSE, RELIABILITY, COMPLETENESS OR CONTENT OF ANY MORTGAGE DEAL OR POSTING, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE KNNCT PLATFORM. KNNCT, KNNCT PLATFORM OR KNNCT APP IS NOT RESPONSIBLE FOR THE ACTIONS, FAILURE TO ACT OR CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBER.
THE KNNCT PLATFORM OR KNNCT PARTIES DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE KNNCT PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING OR THE SUITABILITY OF THAT SERVICE AND KNNCT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE CONSUMMATION OF ANY MORTGAGE TRANSACTION THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD CONDUCT ALL NECESSARY DUE DILIGENCE AND USE AND RELY UPON YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
YOU ACKNOWLEDGE AND AGREE THAT KNNCT IS ONLY WILLING TO PROVIDE THE KNNCT PLATFORM AND SERVICES TO YOU IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD KNNCT PARTIES LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE KNNCT PLATFORM OR SERVICES, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY MEMBER (INCLUDING WITHOUT LIMITATION LOSS OF A MORTGAGE DEAL OR CAPITAL, FRAUDULENT OR ILLEGAL BEHAVIOR OR ACTIONS, HARASSMENT OR ABUSE ANY NATURE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY MEMBER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY KNNCT PARTIES AND ANY DESTRUCTION OF YOUR INFORMATION.
THE KNNCT PLATFORM OR KNNCT PARTIES DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE SUITABILITY, SUITABILITY FOR ANY PURPOSE, QUALITY OR FITNESS OF ANY MORTGAGE DEAL OR POSTINGS THAT HAVE BEEN POSTED ON OR VIA THE KNNCT PLATFORM. NOR DO THE KNNCT PLATFORM OR KNNCT PARTIES ACCEPT ANY LIABILITY WITH RESPECT TO THE SUITABILITY, SUITABILITY FOR ANY PURPOSE, QUALITY OR FITNESS OF ANY LENDER FOR THE LENDING OF CAPITAL FOR A MORTGAGE TRANSACTION.
THE KNNCT PLATFORM OR KNNCT PARTIES ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT WHETHER INTENTIONAL OR OTHERWISE, (II) FINANCIAL OR PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE KNNCT PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION OR INFORMATION WITH RESPECT TO THE OWNERS OF A PROPERTY BEING POSTED FOR A MORTGAGE DEAL OR POSTING USING THE KNNCT PLATFORM, KNNCT OR KNNCT.COM SERVICES AND/OR KNNCT PLATFORM AND STORED THEREIN.
IN ADDITION, NOTWITHSTANDING ANY FEATURE OF THE KNNCT PLATFORM THAT A LENDER MAY USE TO EXPEDITE THE KNNCT PLATFORM FOR THE SELECTION OF A MORTGAGE DEAL, EACH LENDER IS SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF A MORTGAGE DEAL AND SELECTING THAT MORTGAGE DEAL, COMMUNICATING WITH A BROKER AND CONSUMMATING A MORTGAGE TRANSACTION WITH THE BROKER’S CLIENT AND KNNCT DOES NOT WARRANT ANY SERVICES USED OR ACQUIRED BY SUCH LENDER AND KNNCT DOES NOT RECOMMEND ANY PARTICULAR BROKERS. KNNCT DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY MORTGAGE DEAL OR POSTING. KNNCT DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY BROKERS’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.
IN ADDITION, NOTWITHSTANDING ANY FEATURE OF THE KNNCT PLATFORM THAT A BROKER MAY USE TO EXPEDITE THE KNNCT PLATFORM TO ENCOURAGE THE SELECTION OF A MORTGAGE DEAL BY A LENDER, EACH BROKER IS SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF A LENDER AS A FUNDING SOURCE RELATIVE TO A MORTGAGE DEAL AND THE ABILITY OF SUCH LENDER TO CONSUMMATE A MORTGAGE TRANSACTION WITH THE BROKER’S CLIENT AND KNNCT DOES NOT WARRANT ANY SERVICES USED OR ACQUIRED BY BROKER AND DOES NOT RECOMMEND ANY PARTICULAR LENDERS. KNNCT DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY LENDER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE OR THE FINANCIAL SUITABILITY OR RESOURCES OF ANY LENDER.
UNDER NO CIRCUMSTANCES WILL KNNCT OR KNNCT PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM STOLEN OR MISAPPROPRIATED DATA, LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE KNNCT PLATFORM OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF KNNCT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. NOTWITHSTANDING THE FOREGOING EXCLUSIONS, KNNCT’S LIABILITY, AND THE LIABILITY OF ANY OTHER KNNCT PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, IS LIMITED TO ONE HUNDRED US DOLLARS ($100.00). SOME STATES (OR PROVINCES) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES (OR PROVINCES), THE LIABILITY OF THE KNNCT PLATFORM OR KNNCT PARTIES WILL BE LIMITED TO THE SMALLEST EXTENT PERMITTED BY LAW.
WITHOUT LIMITING THE FOREGOING, knnct DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, THE ABILITY TO USE, OR THE RESULT OF USE OF THE DATA IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE DATA MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. knnct MAY MAKE CHANGES OR IMPROVEMENTS TO THE CONTENT OR THE KNNCT PLATFORM OR KNNCT APP AT ANY TIME. knnct MAKES NO WARRANTIES THAT YOUR USE OF THE DATA WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT AND STATES UNEQUOVICALLY THAT YOU HAVE FULL RESPONSIBILITY TO CONDUCT DUE DILIGENCE ON SUCH DATA AND TO KEEP THAT DATA AND ACCESS TO SUCH DATA SAFE AND SECURE.
27. THIRD PARTIES DISPUTE.
knnct Platform is not affiliated with any mobile carrier, internet provider or other third-party service provider, and any dispute you have with any such parties or any other third-party, including, without limitation, any other Member of such service (including any Brokers or client of a Broker or Lender) is directly between you and such third-party, and you irrevocably release the knnct, knnct Platform or knnct App Parties from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
28. NO AGENCY.
No agency, partnership, joint venture, employer-employee, franchiser-franchisee relationship or other form of business association is intended or created by this Agreement, nor will it be construed as creating a partnership, joint venture, employer-employee, franchiser-franchisee relationship or other form of business association between knnct, knnct Platform or knnct App and any Member.
You hereby agree to indemnify, defend, and hold harmless knnct, knnct Platform and knnct App, their respective directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, successors and assigns, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys’ fees and costs incurred, in connection with (i) your use or inability to use the knnct Platform or Services, or (ii) your breach or violation of this Agreement; (iii) your violation of any law affecting or impacting the rights of any Member or third-party (iv) any content submitted by you or using your account to the knnct Platform or knnct App, including, but not limited to the extent such content may infringe on the intellectual rights of a third-party or otherwise be fraudulent, illegal or unlawful. knnct, knnct Platform or knnct App reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. In such case, you agree to cooperate with any reasonable requests assisting knnct’s defense of such matter. You will not, in any event, settle any claim or matter without the written consent of knnct.
30. UNENFORCEABILITY OF PROVISIONS.
If any provision of this Agreement or any portion thereof, to any person or circumstances is held to be invalid and/or unenforceable to any extent in any jurisdiction under the regulations of any union or guild or by a court of competent jurisdiction, such validity or unenforceability shall not affect the validity and enforceability of the other provisions of this agreement and shall remain in full force and effect in all and any jurisdictions and the provision held to be invalid or unenforceable shall be enforced as nearly as possible according to its original terms and intent to eliminate such invalidity or unenforceability.
The waiver by either of the parties, express or implied, of any right under this Agreement or any failure to perform under this Agreement by the other party, shall not constitute or be deemed as a waiver of any other right or rights under this Agreement or of any other failure to perform under this Agreement by the other party, whether of a similar or dissimilar nature. No waiver will be effective against knnct unless such waiver is made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance.
This Agreement constitutes the entire agreement between you and knnct. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between you and knnct as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. The section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without knnct’s prior express written consent. This means that in the event you dispose, or lose control, of any device on which you have installed the knnct Platform, such as by sale or gift or theft, you are responsible for deleting the knnct Platform from your device at the time of, immediately following or prior to such disposition or loss. knnct may assign this Agreement, including all its rights hereunder, without restriction.
33. TERMINATION OF THE AGREEMENT.
a. Account deletion.
You may delete your knnct App Broker Account or knnct App Lender Account at any time without cause. You may deliver notice of termination via email to firstname.lastname@example.org. The termination notice shall include your registered name and e-mail address. Your account will cease to be present in the knnct Platform.
b. Termination of this Agreement.
This agreement remain into force until all obligations between parties are fulfilled and/or pending any disputes. Sections 4,7, 8, 12 – 15, 18, 23 – 26, 28 – 33 survive the termination of this Agreement.
34. NOTICE ABOUT ADDITIONAL LICENSE TERMS
a. Apple Inc.
If the knnct Platform or knnct App is provided to you through the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) App Store, the following terms and conditions apply to you in addition to all the other terms and conditions of these
You acknowledge that this Agreement is between you and knnct only, not with Apple, and Apple. is not responsible for the knnct Platform or knnct App or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the knnct Platform or knnct App. Apple is not responsible for addressing any claims by you or any third-party relating to the knnct Platform or knnct App or your possession and/or use of the knnct Platform or knnct App, including, but not limited to: (i) product liability claims; (ii) any claim that the knnct Platform or knnct App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the knnct Platform or knnct App or your possession and use of the knnct Platform or knnct App infringes that third-party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the knnct Platform or knnct App. Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple Inc. will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If the knnct Platform or knnct App provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail.
The parties acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the knnct Platform or the knnct App.
b. Alphabet Inc. (GOOGLE)
If the knnct Platform or knnct App is provided to you through Alphabet Inc. (Google Inc. together with all of its affiliates, “Google”) Google Play, the following terms and conditions apply to you in addition to all the other terms and conditions of these
You acknowledge that this Agreement is between you and knnct only, not with Google, and Google is not responsible for the knnct Platform or knnct App or the content thereof. Google has no obligation whatsoever to furnish any maintenance and support services with respect to the knnct Platform or knnct App. Google is not responsible for addressing any claims by you or any third-party relating to the knnct Platform or knnct App or your possession and/or use of the knnct Platform or knnct App, including, but not limited to: (i) product liability claims; (ii) any claim that the knnct Platform or knnct App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Google is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the knnct Platform or knnct App or your possession and use of the knnct Platform or knnct App infringes that third-party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the knnct Platform or knnct App. Google, and Google’s subsidiaries, are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Google will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If the knnct Platform or knnct App provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail.
You acknowledge that Google is not responsible for providing support services for the knnct Platform or the knnct App.
35. SPECIAL PROMOTIONS.
knnct may from time to time provide certain promotional opportunities, sweepstakes and contests to Members. All such promotions will be run at the sole discretion of knnct, and can be activated, modified or removed at any time by knnct without advance notification and the liability of any of knnct’s partners pursuant to such promotional opportunities, sweepstakes and contests shall be limited pursuant to Section 26 of this Agreement, including but not limited to Section 26 of these Agreement.
While the knnct staff is continually working to develop and evaluate our own product ideas, features and functionalities, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the Member community. If you choose to contribute by sending knnct App or our employees any ideas for products, services, features, functionalities, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided.
Accordingly, by sending Feedback to knnct App you agree that:
(i). knnct has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
(ii). Feedback is provided on a non-confidential basis, and knnct is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
(iii). You irrevocably grant knnct perpetual and unlimited permission and license to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.