Lender Marketplace Addendum

This Lender Marketplace Addendum (this “Lender Addendum”) applies to you if you register an account as a “Lender” or otherwise extend, offer, or solicit credit through the Hardline platform (the “Service,” as defined in the Terms of Service). It supplements the Hardline Terms of Service and the Risk Disclosure Statement. In case of conflict regarding Lender-specific subjects, this Lender Addendum controls. Capitalized terms used and not defined here have the meanings given in the Terms of Service and in the Definitions Index.

You represent and warrant on a continuing basis that:

• You make loans only for business, commercial, or investment purposes as defined in 12 C.F.R. § 1026.3(a)(1) (Regulation Z) and applicable state-law analogs, and not for personal, family, or household purposes.
• Each loan you originate or fund through the Service is secured by non-owner-occupied real property held by an entity borrower or by a natural person borrowing for a business purpose.
• You will not extend credit to a natural-person consumer through the Service without first obtaining and reviewing a signed Borrower Business Purpose Certification and independently confirming that the loan is exempt from TILA, Regulation Z, the SAFE Act, and any applicable state consumer-lending licensing regime.
• You will not extend credit secured by an owner-occupied dwelling, second home, or vacation home of the borrower or any guarantor through the Service. If a property’s occupancy status changes during diligence, you will not close the loan through the Service.

Hardline is not a broker for your loans, is not your compliance vendor, and does not provide legal advice. You are solely responsible for determining whether your lending activities require any federal, state, or local license, registration, or exemption, including under:

• the federal S.A.F.E. Act (12 U.S.C. § 5101 et seq.) and Regulation H (12 C.F.R. Part 1008);
• state mortgage-broker, mortgage-lender, and loan-originator licensing regimes;
• state consumer-finance, finance-lender, and installment-loan licensing regimes, including the California Financing Law (Cal. Fin. Code §§ 22000 et seq.), the California Residential Mortgage Lending Act (Cal. Fin. Code §§ 50000 et seq.), the California Real Estate Law (Cal. Bus. & Prof. Code §§ 10000 et seq.) for broker-arranged usury-exempt loans, the New York Banking Law (Article 9 / 12-D), Florida Statutes Chapters 494 and 516, Texas Finance Code Chapters 156, 157, 342, 343, the Illinois Residential Mortgage License Act, and any other state-specific regime applicable to your activity;
• any usury or rate-cap law applicable to your loans, taking into account all interest, points, fees, default charges, exit fees, and prepayment premiums computed as an effective annual percentage rate;
• fair-lending laws including the Equal Credit Opportunity Act, Regulation B, the Fair Housing Act, and state analogs;
• the Bank Secrecy Act, USA PATRIOT Act, OFAC sanctions regulations, and any state AML or BSA program requirements applicable to you;
• the Home Mortgage Disclosure Act, if your volume crosses the reporting threshold;
• IRS information-reporting obligations, including Forms 1098 and 1099 where applicable.

You will obtain independent legal advice as necessary to confirm your compliance posture in each state in which the borrower entity is organized, the borrower entity does business, and the real property securing the loan is located. You will keep your licenses and registrations current and will not use the Service to extend credit in any state where you are not lawfully permitted to do so.

For each term sheet or loan you propose, originate, or fund through the Service, you represent and warrant that the interest rate, points, fees, default rate, late charges, exit fee, and any other charge, when aggregated and computed as an effective annual percentage rate under the laws of the applicable state, do not exceed any civil or criminal usury limit applicable to the loan. You acknowledge that the choice-of-law rules of New York (post-Adar Bays, LLC v. GeneSYS ID, Inc., 37 N.Y.3d 320 (2021)) and California (Cal. Const. Art. XV) require careful application and that you have obtained independent legal advice as necessary.

You acknowledge and agree that Hardline is not, and does not act as: a mortgage broker; a mortgage loan originator; a loan broker; a real-estate broker, salesperson, or finder; a finance broker under the California Financing Law (Cal. Fin. Code § 22004) or any state analog; an arranger of credit; an agent, sub-agent, or representative of you, of any borrower, or of any other lender; or a fiduciary of any User. Hardline does not solicit borrowers on your behalf, does not negotiate the terms of any loan on your behalf, does not present your offers to any borrower, does not take loan applications on your behalf, and does not pre-qualify, rank, or recommend borrowers to you. Discovery on the Service is borrower- and lender-initiated; you author your own listings and you and the borrower negotiate directly.

You acknowledge that Hardline’s compensation, if and when introduced, will be in the form of flat or subscription fees for software access only, and is not, and will not be, contingent on or measured by (a) whether any loan closes, (b) the principal amount of any loan, (c) the interest rate, points, origination fee, default rate, exit fee, prepayment premium, or any other charge of any loan, (d) the success or default of any loan, or (e) any commission, referral fee, success fee, kickback, rebate, or yield-spread premium. You will not pay Hardline any consideration that is contingent on or measured by a loan or loan transaction.

You are the originator, lender, or broker of record (as applicable) for each loan you offer or fund through the Service under all applicable federal and state law. You are solely responsible for (and will obtain and maintain) any license, registration, endorsement, or exemption required of you. You will not represent, suggest, or imply to any borrower, guarantor, title company, escrow agent, regulator, court, or other third party that Hardline is the broker, arranger, originator, lender, agent, fiduciary, or party-in-interest with respect to any loan, or that Hardline has reviewed, approved, endorsed, or recommended you, the borrower, or the loan.

You represent and warrant that:

• You comply with the Equal Credit Opportunity Act (15 U.S.C. § 1691 et seq.), Regulation B (12 C.F.R. Part 1002), the Fair Housing Act (42 U.S.C. § 3601 et seq.), and all applicable state fair-lending and fair-housing laws.
• You do not discriminate against any applicant or borrower on the basis of race, color, religion, national origin, sex (including gender identity and sexual orientation), marital status, age (provided capacity to contract), familial status, disability, receipt of public-assistance income, or the good-faith exercise of any right under the Consumer Credit Protection Act.
• You will provide ECOA-required notices of action taken (including adverse-action notices) on your own loan documents and within ECOA-required timeframes; Hardline does not provide such notices on your behalf.
• You maintain records sufficient to demonstrate ECOA compliance for the periods required by Regulation B § 1002.12.

You represent and warrant that:

• You maintain a reasonable program for know-your-customer due diligence, source-of-funds review, sanctions screening, and (if applicable to your business under 31 C.F.R. Part 1029 or comparable rules) Bank Secrecy Act compliance.
• You will not extend credit to any person or entity on the OFAC SDN list or other comprehensive U.S. sanctions lists, or located in a comprehensively sanctioned jurisdiction.
• You will not use the Service to facilitate money laundering, terrorist financing, sanctions evasion, or any other illegal activity, and will promptly notify Hardline if you have reason to believe another User has done so.

You will not use the Service to offer or sell securities, fractional interests in loans, syndicated participations, fund interests, or any instrument that may constitute a “security” under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, or any state Blue Sky law, without independently confirming compliance with applicable registration or exemption requirements. Hardline does not provide securities advice or facilitate offerings.

You acknowledge that loans funded through the Service are funded by direct wire transfer from you (or your designated funding source) to the closing agent or borrower’s designated account, outside of Hardline. Hardline does not generate, verify, transmit, or guarantee wire instructions. Before sending any wire, you will independently verify wire instructions by voice call to a known and previously verified telephone number for the intended recipient, using contact information obtained outside the Service.

You are solely responsible for: (a) preparing and delivering all loan documents (note, deed of trust or mortgage, loan agreement, personal guaranties, security agreements, UCC-1 filings, title-insurance binders, and any state-required disclosures); (b) executing loan documents through your own e-signature provider or via wet signature; (c) recording any required instruments with the applicable land-records office; (d) servicing the loan, including collection of interest and principal, default management, foreclosure or trustee’s sale, and reporting; and (e) any required tax information reporting. Hardline’s “Mark as signed” functionality is a status tracker only and does not constitute an electronic signature or affect the legal validity of any loan document.

Violation of this Lender Addendum — including violation of Sections A.1 (Business Purpose), A.2 (Licensing), A.3 (Usury), A.5 (Fair Lending), A.6 (AML/Sanctions), or A.7 (Securities) — is a material breach giving rise to Hardline’s right of immediate termination under Section 17 of the Terms of Service and indemnification under Section 14 of the Terms of Service.

By submitting a term sheet, indication of interest, or any loan proposal through the Service, you re-affirm the representations and warranties in this Lender Addendum as of the date of submission. Hardline may record and retain evidence of each such submission, including a cryptographic hash (SHA-256 or stronger) of the term-sheet document at the time of submission, server timestamps, IP address, and user-agent, for purposes of dispute resolution, audit, and regulatory compliance.

Upon written notice, Hardline (or a third-party auditor under written confidentiality) may, no more than once per calendar year except for cause, request from Lender written certifications, license numbers (with state and license type), and policy documents reasonably necessary to evidence compliance with this Lender Addendum. Failure to respond within thirty (30) days is a material breach. The Lender attestation required at onboarding must identify the specific state license number or specific statutory exemption (with citation) for each state in which the Lender intends to operate through the Service.

The representations, warranties, covenants, indemnities, and acknowledgments in this Lender Addendum (including Sections A.1, A.2, A.3, A.5, A.6, A.7, A.8, and A.9) survive termination of your account and the Agreement.

Lender-program inquiries: legal@hardlinelending.com

General support: support@hardlinelending.com