Terms of Service | Paragon Loan Advisors

Acceptance of Terms

By accessing or using Paragon Loan Advisors' website, calculators, quote tools, portals, dashboards, reports, APIs, communications, or related services (collectively, the "Services"), you agree to these Terms of Service (the "Terms"). If you use the Services on behalf of an organization you are authorized to bind, you represent that you are so authorized, and "you" includes that organization. If you use the Services for a borrower, client, or other third party you cannot bind (for example, as a mortgage banker, broker, or other intermediary), you accept these Terms personally and, where you act for an employer or firm, on its behalf, and you represent that you are authorized to use the Services in connection with that party and any information you submit about it. If you do not agree to these Terms, do not access or use the Services.

Services Description

Paragon Loan Advisors provides defeasance, yield maintenance, commercial mortgage loan, valuation, analytics, quote, dashboard, and related advisory tools and services. As used in these Terms, "valuation," "valuations," and "valuation materials" (collectively, "Valuations") mean securities pricing, portfolio, and related estimates prepared in connection with defeasance, yield maintenance, and similar transactions, and do not mean, and are not, real estate appraisals or broker opinions of value. The Services are intended only for business and commercial users located in the United States and for transactions, properties, loans, portfolios, and counterparties located or operating in the United States. The Services are not directed to, and should not be used by, consumers or by persons outside the United States.

Calculator, Quote, and Advice Disclaimers

The services and all calculator results, quotes, dashboards, analyses, Valuations, recommendations, assumptions, model inputs, model outputs, API outputs, and similar materials are provided “as is” and “as available,” without warranty of any kind, express or implied, including, to the fullest extent permitted by applicable law, warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, or title. They are estimates and informational tools only. They are not commitments, guarantees, appraisals, broker opinions of value, securities recommendations, credit decisions, or binding pricing terms.

Actual defeasance costs, yield maintenance amounts, prepayment costs, Valuations, execution terms, market prices, treasury rates, spreads, servicer requirements, lender requirements, tax outcomes, and transaction costs may vary materially based on market conditions, loan documents, third-party data, servicer and lender positions, timing, assumptions, and information provided by you or third parties.

The Services do not provide legal, tax, accounting, investment, securities, brokerage, lending, fiduciary, or other professional advice. You are solely responsible for independently verifying all inputs and outputs and for consulting your own legal, tax, accounting, investment, loan, valuation, and other professional advisors before making any decision or taking any action.

Paragon Loan Advisors does not guarantee that the Services will identify any available, optimal, or economically favorable defeasance, yield maintenance, refinancing, sale, prepayment, Valuations, investment, tax, accounting, legal, or other outcome, or that any quote, ranking, recommendation, analysis, dashboard, API output, model output, or other Service output will be accepted by any borrower, lender, servicer, trustee, rating agency, investor, counterparty, advisor, or governmental authority.

User Accounts and Authentication

You are responsible for maintaining the confidentiality and security of your account credentials, verification codes, API keys, tokens, and other authentication methods, and for all activity occurring under your account. You must provide accurate account information, promptly update it as needed, and notify Paragon Loan Advisors immediately of any unauthorized access or suspected security incident. You may not share credentials except with authorized personnel within your organization who are bound by confidentiality and security obligations at least as protective as these Terms.

Quote Sharing and Third-Party Recipients

If you use the Services to download, email, forward, share, or grant access to quotes, PDFs, links, dashboards, reports, attachments, analyses, or other materials, you are solely responsible for the recipients you select and for ensuring that you have all rights, authority, consents, and permissions necessary to disclose the relevant information. You will use reasonable efforts to ensure that any materials you share include or are accompanied by applicable disclaimers and limitations provided by Paragon Loan Advisors. Shared links may expire, may be unique to a recipient or transaction, and may record access events, including the recipient, property, quote, sender, timestamp, and related activity. Paragon Loan Advisors is not responsible for any disclosure, reliance, or misuse resulting from your sharing or forwarding of Service materials.

Acceptable Use

You may use the Services only for lawful internal business purposes and in accordance with these Terms. You may not: (a) use the Services for consumer, personal, household, or non-U.S. purposes; (b) submit information you do not have authority to submit; (c) interfere with or disrupt the Services; (d) attempt to bypass authentication, security, rate limits, or access controls; (e) scrape, crawl, harvest, or bulk export data except through features made available by Paragon Loan Advisors; (f) reverse engineer or attempt to derive the underlying models, algorithms, source code, or non-public methods of the Services; (g) upload malicious code or content; (h) use outputs to train competing models or services; (i) use the Services or any outputs for benchmarking, competitive analysis, or the development of a competing product or service; or (j) use the Services in violation of law, loan documents, confidentiality obligations, third-party data terms, or the rights of any person.

Confidentiality and Business Information

The Services may involve commercial mortgage loan data, servicing or asset-management data, property data, borrower and counterparty information, Trepp data, market data, CRM data, API credentials, API outputs, model inputs, model outputs, dashboards, analyses, recommendations, Valuations, assumptions, portfolio information, and other business information of you, your clients, Paragon Loan Advisors, or third parties ("Business Information"). You will protect Business Information using at least reasonable care, use it only for authorized business purposes, and disclose it only to personnel and advisors who need to know it and are subject to appropriate confidentiality obligations. You represent that you have all rights, consents, permissions, and notices necessary to provide Business Information to Paragon Loan Advisors and to permit its processing through the Services.

Limitation of Liability

To the fullest extent permitted by law, Paragon Loan Advisors' aggregate liability for all claims arising out of or relating to the Services or these Terms will not exceed the greater of $100 or the amounts paid to or received by Paragon Loan Advisors, by you or on your behalf or otherwise in connection with the specific Services or engagement giving rise to the claim (including amounts paid through transaction closing costs or by a servicer, lender, or other third party), during the twelve (12) months before the event giving rise to liability. For the avoidance of doubt, this limitation of liability does not limit your indemnification obligations under these Terms. Any claim arising out of or relating to the Services or these Terms must be brought within one (1) year after the cause of action accrues, regardless of any longer statutory limitation period.

Indemnity

You will defend, indemnify, and hold harmless Paragon Loan Advisors and its owners, officers, directors, employees, contractors, service providers, licensors, and agents from and against any claims, losses, liabilities, damages, judgments, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your access to or use of the Services; (b) Business Information, data, assumptions, instructions, API calls, or other materials you provide or make available; (c) your sharing, forwarding, disclosure, or use of quotes, PDFs, links, dashboards, analyses, recommendations, Valuations, or other Service outputs; (d) your violation of these Terms, applicable law, third-party rights, confidentiality obligations, loan documents, or third-party data terms; or (e) unauthorized access to or use of the Services through your account or credentials. Paragon Loan Advisors may, at its option and at your expense, assume or participate in the defense and settlement of any claim subject to this indemnity. You may not settle any claim without Paragon Loan Advisors' prior written consent if the settlement would impose any obligation, admission, or restriction on Paragon Loan Advisors or any indemnified party.

Professional Relationship

Use of our calculators, website, portal, quotes, dashboards, reports, APIs, communications, or other Services does not, by itself, create a client-consultant, fiduciary, broker, lender, investment-adviser, attorney-client, accountant-client, tax-adviser, or other professional relationship. A professional or advisory engagement is established only when Paragon Loan Advisors agrees to provide advisory services to you, whether through a separate written agreement, statement of work, order form, or engagement letter, or through Paragon's acceptance of an instruction, notification, or other request that you (or a servicer, lender, or other party acting at your direction) submit naming or engaging Paragon in connection with a transaction. Unless a separate written agreement signed or otherwise expressly accepted by Paragon Loan Advisors states otherwise, these Terms govern any such engagement and all Services Paragon provides to you, including all paid engagements, and apply regardless of how Paragon's fees are invoiced or paid (including fees paid through transaction closing costs or by a third party on your behalf). If you receive professional services under a separate written agreement, that agreement governs those professional services to the extent of any conflict with these Terms.

You are responsible for the accuracy, completeness, legality, and appropriateness of all data, assumptions, instructions, API calls, model inputs, and other information you provide or make available through the Services. Outputs may depend on user-provided information and data obtained from market sources, Trepp or similar providers, servicers, lenders, CRM systems, analytics providers, and other third parties. Paragon Loan Advisors does not warrant that third-party data, market data, API outputs, model outputs, dashboards, analyses, recommendations, Valuations, or assumptions are complete, current, error-free, or suitable for any particular purpose. Your use of third-party data may be subject to additional third-party terms and restrictions, and you may not use, disclose, export, or redistribute third-party data, API outputs, model outputs, dashboards, analyses, recommendations, Valuations, or other Service outputs in violation of those terms, confidentiality obligations, or applicable law.

Intellectual Property

All content on this website and in the Services, including calculators, interfaces, workflows, dashboards, reports, analyses, models, software, text, graphics, designs, and other materials, is owned by Paragon Loan Advisors or its licensors and is protected by copyright, trade secret, trademark, and other laws. Subject to these Terms, Paragon Loan Advisors grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Services for your internal business purposes only. No rights are granted except as expressly stated in these Terms. Paragon Loan Advisors may suspend or terminate your access to any or all of the Services at any time, with or without cause, and without liability to you.

Privacy, Cookies, Analytics, and Session Replay

Your use of the Services is also subject to Paragon Loan Advisors' Privacy Policy and any cookie, data, or tracking disclosures presented on or through the Services, as updated from time to time. By using the Services, and where required by law by clicking or otherwise providing consent through a cookie banner, checkbox, account workflow, or similar mechanism, you consent to Paragon Loan Advisors and its service providers using cookies, pixels, tags, analytics tools, session replay, activity logs, device identifiers, IP-derived information, cross-device or cross-session identification, and similar technologies to operate, secure, measure, improve, and support the Services, including to record or analyze pageviews, clicks, form submissions, quote generation, PDF downloads, quote shares, shared-link opens, authentication events, and related interactions. You acknowledge that session replay and analytics may capture your interactions with the Services, subject to Paragon Loan Advisors' configured masking and security controls.

Consent to Electronic Communications and Monitoring

To the fullest extent permitted by law, you consent to the recording, monitoring, interception, collection, disclosure, and use of your electronic communications and interactions with the Services by Paragon Loan Advisors and its vendors for the purposes described in these Terms and the Privacy Policy, including security, fraud prevention, analytics, product improvement, support, quote generation, sharing workflows, compliance, and dispute resolution. You agree that Paragon Loan Advisors and its service providers may be treated as parties or authorized service providers with respect to those communications and interactions, and you will not assert that such practices are unauthorized wiretapping, eavesdropping, pen-register, trap-and-trace, or similar conduct to the extent you have consented to them.

Modifications

We reserve the right to modify these Terms at any time. Changes will be effective when posted to our website or otherwise made available through the Services, unless a later effective date is stated. Your continued use of the Services after changes become effective constitutes acceptance of the updated Terms.

Governing Law

These Terms are governed by the laws of Colorado, U.S.A., without regard to conflict-of-laws rules. Except for claims that may be brought in small claims court or for injunctive or equitable relief to protect confidential information, intellectual property, data security, or unauthorized access (for which the parties acknowledge that monetary damages would be inadequate and that the aggrieved party shall be entitled to seek relief without the posting of a bond or other security), any dispute, claim, or controversy arising out of or relating to these Terms, the Services, website tracking, analytics, session replay, quote sharing, or any communications with Paragon Loan Advisors will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat and venue of arbitration shall be Denver, Colorado. The arbitration will be conducted on an individual basis only; class, collective, consolidated, representative, and private-attorney-general proceedings are not permitted. You and Paragon Loan Advisors each waive any right to a jury trial and to participate in any class or representative action. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that party's individual claim.

Contact Information

Questions about these Terms of Service may be directed to Paragon Loan Advisors by email at defeasanceteam@paragonla.com or by phone at 800-940-2551.