Participate^SM is owned by BankLabs. It connects financial institutions, credit officers and other Users. Its primary goals are to digitize loan participation documents; to make the loan participation process more efficient, and to allow financial institutions to connect with a wider audience in the participation market.

These Terms of Use, as BankLabs may amend them from time to time, govern each User’s access to and use of the Site and its related services and applications (the “Service”). By viewing content on Participate (the “Site”) or otherwise using Participate in any way, User, on behalf of himself or herself, his or her affiliated financial institution, and any person who accesses the Site through User’s account, agrees to, and will abide by, these Terms of Use.

1. DEFINITIONS

BankLabs. Radius Group, LLC dba BankLabs, an Arkansas limited liability company with its principal office located at 6001 Valley Ranch Dr., Little Rock, AR 72223.

Opportunity. An Opportunity is a loan participation published on the Site.

User. A User is any person that visits the Site or views any information on the Site.

Authorized User. An Authorized User is any User who has been authorized by a Participating Financial Institution to publish or purchase Opportunities using the Service, to request and review confidential loan documents and to enter into binding agreements on the Financial Institution’s behalf.

Offering Financial Institution. An Offering Financial Institution is any financial institution with an Authorized User who publishes an Opportunity using the Service.

Provider. A Provider is a third-party that provides information or data to or related to the Site, for example, links to third-party web sites, market data and other information related to financial institutions.

2. USE OF THE SERVICE

General Agreement

User agrees to abide by all of the Terms of Use, and to use the Site and Services only for the purposes for which they were designed. User shall not use the Site or Services to reverse engineer, recompile or reconstruct any portion of the Site or its processing. User shall not use the site to determine pricing or terms of loans in violation of any applicable laws. Use acknowledges that neither the Services nor any portion of the underlying software may be accessed by means of a none-human user, and that the use of automation scripts in conjunction with the Services is expressly prohibited. If User violates any of these Terms of Use, the Company may terminate User’s access to the Site, delete User’s profile and any content or information that User has posted on the Site and/or prohibit User from using or accessing the Service or the Site (or any portion, aspect or feature of the Service or the Site), at any time in the Company’s sole discretion, with or without notice.

Age Eligibility
An Authorized User must be eighteen (18) years of age or older, and any violation of this is unauthorized, unlicensed and in violation of these Terms of Use. By using the Site, an Authorized User represents and warrants that the Authorized User is 18 years of age or older.

Limited License in Proprietary Content
All content on the Site, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of BankLabs with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without BankLabs’ prior written consent, except as provided in the following sentence and except that the foregoing does not apply to User’s own User Content (as defined below) that User legally posts on the Site. Provided that User is eligible for use of the Site, User is granted a limited license to access and use the Site and to download or print a copy of any portion of the Site Content solely for User’s use in analyzing, publishing or purchasing an Opportunity; provided that User keep intact all copyright or other proprietary notices. Except for User’s own User Content (as defined below), User may not republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written consent of BankLabs, is strictly prohibited and will automatically terminate the license granted herein. Such unauthorized use also may violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by the Company at any time without notice and with or without cause.

User Content
User and User’s affiliated financial institution are is solely responsible for the photos, profiles, messages, notes, text, information, data, music, video, contact information for User, advertisements or other content that User uploads, publishes, provides or displays (collectively hereinafter, "Posts") on or through the Service or the Site, or transmits to or shares with other Users (collectively the "User Content"). User understands and agrees that BankLabs may, but is not obligated to, review and delete or remove (without notice) any User Content in its sole discretion, including without limitation, User Content that in the sole judgment of BankLabs violates these Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.

By posting User Content to any part of the Site, User, on behalf of User and User’s affiliated financial institution, automatically grants to BankLabs, and User represents and warrants that User has the right to grant, to BankLabs an irrevocable, perpetual, non-exclusive, transferable, fully-paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. As part of this license, BankLabs may make User profiles and information on financial institutions and participation opportunities publicly searchable and viewable by persons not registered on the Site. User may remove its User Content from public view on the Site at any time. However, if any such User Content is removed, the license granted shall continue without expiration, and BankLabs may retain a copy of any removed or deleted User Content.

User History
As explained in the Site’s Privacy Policy, BankLabs maintains data on the actions taken by Users on the Site. BankLabs may disclose certain of these actions to some or all other Users; for example, we may disclose which Users have viewed specific User profiles, which Users have viewed or participated in specific Opportunities or disclose a history of Opportunities in which a User was involved.

User Feedback
After completing a loan participation on the Site, User may have the ability to review or provide feedback on the other Users involved in the transaction. By providing any user feedback, User warrants that the feedback accurately reflects the User’s opinion at the time of posting. If any such User feedback is considered to be defamatory or harmful in any way, User and User’s affiliated financial institution agree to indemnify BankLabs and its officers, directors, employees and agents, and to hold them harmless from any and all loss, claim, damage or expense, including reasonable attorneys’ fees and expenses, arising out of or related to any such claim of harm or defamation. BankLabs does not verify user feedback, and user feedback does not reflect the views or opinions of BankLabs in any way.

Borrower Information
User will have the ability to post personally identifiable information regarding the identity of borrowers and guarantors (“Borrower Information”) as part of the loan participation process. By posting Borrower Information, User represents that User has received consent from the borrowers and guarantors to share such Borrower information as part of the loan participation process. User agrees that it will not share Borrower Information on any publicly accessible areas of the site unless User has been authorized by the borrower or guarantor to do so.

Confidentiality
User will have access through BankLabs’ proprietary Site to personally identifiable information and other confidential information about borrowers and guarantors underlying the loans subject to participation and to information confidential to other Users (collectively, “Confidential Information”). User agrees to use Confidential Information solely for purposes of finding, publishing or purchasing loan participations and will not reveal Confidential Information to any person not participating in the loan, whether provided in a general summary format on the site or in any resulting loan document packages. User agrees to immediately destroy any Confidential Information in User’s possession if User chooses not to purchase an Opportunity or such information is no longer needed to analyze an Opportunity. Whether or not a User purchases an Opportunity, User agrees that it may not use Confidential Information to solicit business from a borrower or guarantor.

Non-Solicitation of Borrowers and Participation Opportunities
By publishing an Opportunity to the Site, User agrees to make all reasonable efforts to complete the Opportunity using the Site and agrees to not attempt to contact any financial institution or other User to complete the Opportunity outside of the Site. By viewing Opportunities, each User agrees to not attempt to contact any financial institution or other User to complete the purchase of an Opportunity outside of the Site and further agrees to transfer funds to the Offering Financial Institution through the Company’s designated custodian. BankLabs reserves the right to designate and use any custodian to transmit funding and may change its designated custodian at any time. Each User agrees to report promptly to BankLabs any information indicating that any portion of an Opportunity has been completed outside of the Site. Any User violating these terms agrees to pay BankLabs, as liquidated damages and not as a penalty, a transaction fee of .50% of the participated loan amount, and may be prohibited from using the Site thereafter.

User Information Accuracy
User and its affiliated financial institution warrant that any and all information User posts to the Site is true and accurate to the best of User’s knowledge, including without limitation User’s name, email address and other profile information, and User’s affiliation with a financial institution. Either BankLabs or a financial institution may withdraw a User’s right to continue using the Site at any time and. BankLabs may remove a User’s profile at any time at its sole discretion. BankLabs is not responsible for confirming or verifying any information posted to the Site, but reserves the right to monitor and record activity on the Site.

Authority of User to Act on Behalf of a Financial Institution User represents and warrants, on behalf of User and User’s affiliated financial institution, that such financial institution has duly authorized User to take all actions permitted by User’s designated role on the Site, as defined above, and agrees that if such authorization is withdrawn, User will ensure that User’s role on the Site is immediately changed or removed accordingly.

Verification of Borrower Credit Worthiness BankLabs does not perform any review or credit analysis on loans listed for participation on the Service. By using the Service, each User agrees to perform its own due diligence on each loan Opportunity and borrowers or guarantors, including but not limited to any diligence required or desired by law or by any governmental entity having regulatory authority over User or User’s affiliated financial institution.

SNC Reporting Compliance
Each Offering Financial Institution that would is subject to the Federal Reserve’s Shared National Credit reporting program agrees to file, and takes full responsibility for filing, any required documentation in a complete and timely manner.

3. FEES
BankLabs may charge both subscription fees and transaction fees for the use of the Service. Transaction fees are generally stated as a percentage the loan amount offered for participation. Such fees may change from time to time and may differ from loan to loan. By publishing an Opportunity, each Offering Financial Institution agrees to pay the fee charged for that transaction and authorizes BankLabs or its affiliates to subtract such fees directly from amounts paid to the Originating Bank by participating financial institutions.Each User with an account has a user name, password, authentication and other security codes (“User Codes”) that give User access to User's profile and account information. These are private keys allowing a User to access specific account information in the Site. Each User agrees to keep User Codes strictly confidential and to take all steps necessary to protect the Site and information on the Site from unauthorized use and disclosure. BankLabs recommends that each User change his or her password upon first use and regularly thereafter. For security purposes, BankLabs recommends that User memorize his or her password and not write it down. Each User must assure that he or she signs off when leaving User’s computer. Each User agrees to notify BankLabs immediately if he or she becomes aware of any loss, theft or unauthorized use of User's User Codes at 501-313-3414.

BankLabs has no duty to inquire as to the authority or propriety of any instructions or information provided by any User and may act and rely upon any such instructions or information without any duty or liability to any person.

Encryption
Participate employs sophisticated encryption technology and advanced security protocols on its Site to protect Site information. To access the Site, User’s browser must allow 128-bit encryption (also called domestic-grade, U.S.-grade, high, or strong encryption) and Secure Socket Layer (SSL) protocol. This helps to protect the safety and confidentiality of User’s information when User receives or transmits information online. If User sends an e-mail to BankLabs from within the Site, it is secured with the same technology used in User's e-mail system, not the site’s 128-bit encryption.

Privacy
Please review the Site’s Privacy Policy. By using the Site, User and User’s affiliated financial institution agrees to be bound by the terms of the Privacy Policy.

5. OTHER TERMS
Electronic Signatures
User consents to the use of electronic signatures on the Site in lieu of paper-based signatures. User acknowledges and agrees that legislation such as the Electronic Signatures in Global and National Commerce Act (the “E-Sign Act”) and the Uniform Electronic Transactions Act (“UETA”) have provided that electronic signatures are the legal equivalence of handwritten signatures on paper and are legally binding in the United States and in other countries.

Accuracy of Information Posted by Users
BankLabs reserves the right to verify User information, including without limitation User’s affiliation with a financial institution, but has no obligation to do so. BankLabs does not recommend or endorse any financial institution or User as an appropriate partner to participate in any investment. It is the responsibility of individual financial institutions to verify that Users are properly affiliated with, and authorized by, their stated financial institutions. BankLabs does not recommend or endorse any Opportunity listed on the site from time to time or opine as to the appropriateness of any Opportunity for any User or its affiliated financial institution. Each User is obligated to complete any underwriting analysis and due diligence necessary to decide whether to participate in any Opportunity.

DMCA Notifications
In accordance with the Digital Millennium Copyright Act (the “DMCA”), BankLabs has adopted a notice and takedown policy to remove infringing material. If you believe that your protected work has been infringed, notify the Company’s copyright agent. Your notification must include the following information required under the DMCA:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the infringed copyright;
2. Identification of the copyrighted work or works claimed to have been infringed;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, and information reasonably sufficient to permit us to locate the material;
4. Your contact information (i.e., address, telephone number, and email address);
5. A statement that you have a good faith belief that use of the material is not authorized by the copyright owner; and
6. A statement that information in the complaint is accurate and that the complaining party is authorized to act on behalf of the copyright owner.

If you fail to comply with these notice requirements, your notification may not be valid. Additionally, any person that knowing materially misrepresents that material is infringing may be subject to liability under the copyright act.

In accordance with the DMCA, BankLabs may terminate the account of any User who is a repeat infringer, and may terminate User accounts based on even a single infringement.

Information ”As Is“
All information, names, data, documents and materials (collectively referred to in this Terms of Use as ”Information“) on this Site or a linked site are provided ”as is,“ without any warranty of any kind, either express or implied, by any person. To the fullest extent allowed by applicable law, there are no express or implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No oral or written information or communications provided by BankLabs or any of its Providers or affiliates, or their directors, officers, employees, agents, representatives, predecessors, successors or assigns shall create any warranty about the Information or the Site.

BankLabs does not warrant the accuracy of any information provided on the Site, whether provided by BankLabs or by a third party. Such information may include technical inaccuracies or typographical errors. BankLabs may change any of the information on the Site or discontinue the Site at any time without notice. The information on the Site may be out of date, and BankLabs makes no commitment to update the information or the Site.

To the extent that the Site uses Internet, wireless or related electronic or telephonic services to transport data or communications, BankLabs takes reasonable security precautions to create a secure and reliable Site, but disclaims any liability or responsibility for third-party interception of any such data or communications or for the access, speed, availability or interruptions of such communications or transmissions. BankLabs does not warrant that the Site or Service will be uninterrupted or free from errors, viruses or other harmful elements. User is solely responsible for the cost, security and maintenance of User's computer systems, software and data, including but not limited to taking protective measures (such as encryption, virus and firewall protection) to prevent unauthorized access to User's computer systems, software and data and repairing damage caused by such unauthorized access. User understands that any information provided on or through the Site is for general information use only and is not advice to User. User is solely responsible for confirming the timeliness, accuracy, adequacy, completeness, and quality of all information provided on or through the Site before acting on it.

Third-Party Providers
The Site may provide access to information and data from third-party providers (“Provider Information”), for example, links to third-party web sites, market data and other information related to financial institutions. BankLabs has obtained the Provider information through sources believed reliable, but is not responsible for such information. BankLabs makes no representation or warranty with respect to, nor does it, guarantee, warranty (either express or implied) or endorse the accuracy, completeness, timeliness, reliability, legality, compliance, availability or correct sequencing of, the Provider information or any web site operated by a third party. BankLabs does not support, endorse, oppose, or edit any opinion, analysis or information provided by any third party.

With respect to any areas on this Site where Users transmit or Post communications, whether to Participate, to each other or to third parties, including but not limited to chat rooms, bulletin boards or user forums, BankLabs may, but is not obligated to, monitor or review the activity in such areas and/or the content of such communications and remove any such information in its sole discretion. User agrees to not post any illegal information, including without limitation information that violates applicable copyright, libel, privacy, or obscenity laws, or any other law that may be applicable.

No Offer of Securities

Nothing on this Site represents an offer to sell or solicitation of an offer to buy any securities.

No Legal Advice
BankLabs does not provide legal advice with respect to the use of the Site or any Opportunity. Each User is encouraged to complete its own due diligence and legal review of all documents and information made available through the Services. BankLabs does not warrant the completeness or accuracy of any such documents of information provided through the Site may not be sufficient to conduct full and complete due diligence on a potential loan participation Opportunity. Offering Financial Institution, and User agree to conduct all necessary or desirable due diligence before entering into a transaction. Nothing on this Site represents an offer or solicitation of Services or products in any jurisdiction where the offer or sale would not comply with such jurisdiction’s laws, which User has sole responsibility to understand and implement. BankLabs does not guarantee the legal, accounting, tax, or regulatory treatment of any Opportunity offered on the Site. It is the User’s responsibility to comply with all regulatory requirements inherent in the participation process, and to ensure that any Opportunity that the User offers or purchases on the Site meets the User’s unique regulatory requirements. BankLabs is not responsible for any losses incurred as a result of the legal, accounting, tax, or regulatory treatment of any Opportunity offered on the Site.

Limitation of Liability
To the fullest extent permitted by applicable law, BankLabs and its affiliates and their directors, officers, employees, agents, representatives, predecessors, successors, assigns, suppliers or third parties are not and will not be liable for any direct, incidental, indirect, known or unknown, foreseeable or not, consequential, economic, punitive, special or other damages whatsoever (including, without limitation, those resulting from lost profits, lost data, delay, loss of Service use or business interruption) arising out of the use of, inability to use, or the results of use of this Site, and of the Services, and any Web sites linked to this Site, any User posting to the Site, or the materials or information contained at any or all such sites or in connection with the use or performance of software or of failure to provide services, whether based on warranty, contract, tort, negligence or any other legal theory and whether or not BankLabs knew or should have known or was advised of the possibility of such damages.

Neither BankLabs nor its service Providers or other agents are or will be liable for any loss or liability resulting in whole or in part from any act or failure to act of User’s equipment or software, by any Internet browser Provider, by any Internet access Provider, by any online service Provider or by an agent, employee, officer, director or subcontractor of any of the above.

Indemnification
User agrees on behalf of User and User’s financial institution to indemnify and hold BankLabs, its affiliates and their vendors, directors, officers, employees and agents (“Indemnified Persons”) harmless from all claims, losses, damages, liabilities, costs, charges, demands, judgments, expenses and attorney fees (“Claims”) arising out of or in any way connected with use of this Site by User, User’s representative and any person to whom User has provided any of User’s security information (including without limitation User name or password), including without limitation any Claims arising from or out of User's failure to comply with this Agreement or the use or misuse of the Site by User or User's agents. However, User and User’s financial institution’s obligation to indemnify BankLabs shall not extend to claims of copyright infringement based on information for which BankLabs is solely responsible for publishing on the Site.

Third-Party Rights; Specific Performance
An Offering Financial Institution shall have the right to specific performance and any other remedies available at law or in equity against a User with respect to any Opportunity that the Offering Financial Institution published that was purchased in whole or in part by such User. The Site shall create no other third-party rights, obligation or remedies.

Assignment
User may not assign any rights and obligations under this these Terms of Use without prior written consent from BankLabs. BankLabs may assign its interest in these Terms and Conditions to any direct or indirect subsidiary or affiliate of BankLabs and may delegate any of its responsibilities related to the Services to any person.

Governing Law and Jurisdiction
These Terms of Use are governed by the laws of the State of Arkansas, without giving effect to the state's principles of conflicts of law. User consents and submits to the personal jurisdiction of the courts of the State of Arkansas to interpret or enforce any or all of the Terms of Use. Any dispute relating to this Site in any manner shall be exclusively brought in the state or federal courts located in Pulaski County, Arkansas. If a court of competent jurisdiction deems any provision of these Terms of Use unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

Entire Agreement; Waivers
These of Use, as amended from time to time by BankLabs, and any other disclosures that BankLabs may post on the Site or otherwise provide to User from time to time make up the entire and sole agreement between User and BankLabs concerning the Site and Services. If these Terms of Use conflict in any way with any other agreement between the User and BankLabs, these Terms of Use will control and the conflicting term in the other agreement will be disregarded. Failure of BankLabs to insist at any time to strict compliance with these Terms of Use or any of its terms shall not constitute or be considered a waiver by BankLabs of its rights or privileges under these Terms of Use. To be effective, a waiver of any term or condition of these Terms of Use must be in writing and signed by an authorized representative of BankLabs.

Headings
The headings in these Terms of Use are solely for convenience of reference and shall be given no effect in the construction or interpretation of these Terms of Use.

Termination
User may stop using the Site at any time, but User’s responsibilities under these Terms of Use shall continue with respect to any of User’s use of the Site or Services. BankLabs in its sole discretion may terminate User’s access to the Site or the Site. If BankLabs terminates the Site, it will use commercially reasonable efforts to assist in the wind-down of any Opportunities then in process. The rights of termination are in addition to all other rights and remedies of Participate in these terms and conditions, or by law or in equity.

The information received through this Service or in any e-mail alerts does not constitute consulting, banking, investment, legal, accounting or other professional advice and should not be relied upon for personal or financial decisions. User is responsible for User’s own decisions on the suitability of Opportunities available on the Site.

By accessing the site, User understands and agrees to be bound by these Terms of Use.