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This Web page details the terms of an agreement between you and DSP Holdings, Inc. ("DSP"). By accessing this Web site you acknowledge that you have read and understood the Terms of Use set forth herein and, having read and having done so, you agree to be bound by the Terms of Use. You also agree to comply with all laws and regulations applicable to the use of the Web site, to the use of the Internet, and to the activities involved in using this Web site.

If you do not agree with the Terms of Use, then do not use this Web site.

Recitals:

A. DSP is engaged in the business of operating a Web site ("debtsales.us") on the World Wide Web portion of the Internet (the "World Wide Web" or "Web") for the purpose of facilitating a secure Internet transaction medium for the buying and selling of portfolios of debt including aged or distressed debt by enabling financial institutions, investors, law firms and debt collection agencies to efficiently buy and sell aged or distressed debt portfolios through the debtsales.us.
B. DSP expects to facilitate the offering of debt portfolios for sale utilizing the pricing mechanisms set forth in Section 3.1 hereof.
C. DSP utilizes advanced search engines, data-mining tools and transactional software to enable debt purchasers to easily identify, locate and purchase debt portfolios that fit their investment criteria. Through the debtsales.us, DSP intends to bring pricing efficiency and reduced process and transaction costs to purchasers and sellers of debt portfolios.
D. You are a desiring to become a member of DSP.
E. The parties desire that you enter into an agreement with DSP, in order to become a user of DSP, pursuant to the terms and conditions set forth in this Agreement, and DSP desires to accept you as a user of debtsales.us.

1. General Agreement. You and DSP hereby enter into this agreement in order that you may become a user of debtsales.us. DSP will require you to define a user name and password for your use in accessing debtsales.us. You agree to provide to DSP (whether electronically or in writing), at the request of DSP, information concerning your qualifications to become a member of debtsales.us.

2. Provisions Concerning Debt Portfolios.

2.1 Listing of Debt Portfolios.
Members authorized to buy debt on debtsales.us shall have the right to browse and offer to purchase debt portfolios (or portions thereof) listed on debtsales.us. Each portfolio will be assigned a unique identification number.
2.2 Changes in Listed Portfolios.
The nature of listed debt portfolios may change. DSP shall be authorized to remove a debt portfolio from debtsales.us until such time as data comprising such debt portfolio, modified to reflect such changes, is delivered to DSP. Upon the receipt of such modified data, DSP shall assign to such debt portfolio a new unique identification number and shall re-list the portfolio on debtsales.us, as modified to reflect such changes. Any changed portfolio re-listed on debtsales.us hereunder shall, for all purposes, be deemed to have been listed on debtsales.us effective as of the date that the changed portfolio was re-listed as set forth in this Section 2.2.
2.3 Ownership of Data and License of Data.
The parties acknowledge and agree that the debt portfolio seller owns all right, title and interest in and to all data comprising portfolios listed by it on debtsales.us, including, without limitation, any and all databases, database structures, compilations, and similar arrangements.
2.4 Portfolio Report Preparation.
DSP will enable the debt seller to make available at debtsales.us to prospective purchasers of the debt portfolio(s) listed thereon, standard information reports with respect to each such debt portfolio in order to permit prospective debt purchasers to perform due diligence thereon. The number and nature of such standard information reports shall be determined by DSP.

3. Transaction Procedures.

3.1 Sale Mechanisms.
The seller of a listed debt portfolio shall have the option to elect to offer same to prospective purchasers thereof via one of four pricing mechanisms: (i) @Price, (ii) @Backroom, (iii) @Forum and (iv) @Auction. The @Price mechanism will permit the debt seller to list a particular debt portfolio (or portion thereof) at a price pre-determined by the Seller. The @Backroom pricing mechanism will permit the debt seller to list a particular debt portfolio (or portion thereof) on a real-time electronic bulletin board operated by DSP which is intended to provide to the debt seller and prospective debt purchasers a secure online forum for the negotiation of a sales price for such debt portfolio (or portion thereof) via the posting of electronic messages. The @Forum mechanism will permit the debt seller to list a particular debt portfolio (or portion thereof) on the portion of debtsales.us which is intended to enable prospective debt purchasers to bid against each other for a such debt portfolio (or portion thereof) in an open auction environment. The @Auction mechanism will permit the debt seller to list a particular debt portfolio (or portion thereof) on the portion of debtsales.us which is intended to enable prospective debt purchasers to bid against each other for a such debt portfolio (or portion thereof) in a closed auction environment.
3.2 Sale Process.
In connection with the sale of a debt portfolio (or portion thereof) by the debt seller via debtsales.us, the following shall apply:
3.2.1 debtsales.us will contain standard reports that describe the listed debt portfolio (or portion thereof). Such standard reports will be displayed on debtsales.us conspicuously and in DSP’s categorized fashion.
3.2.2 The standard reports described in Section 3.2.1 will be available for viewing by prospective debt purchasers that have been granted password access by DSP. To the extent that you complete the user identification and contact process described in Section 1, DSP will endeavor to send to you information on debt portfolios matching the debt purchasing criteria you identified.
3.2.3 The debt portfolio seller shall select the sales mechanism described in Section 3.1 that the debt portfolio seller would utilize in offering the debt portfolio (or portion thereof) for sale via debtsales.us.
3.2.4 For debt portfolios offered via the @Auction sales mechanism described in Section 3.1, the debt seller may set a reserve (i.e., minimum) price for the debt portfolio (or portion thereof), the amount of such reserve and the duration of the debt portfolio auction. DSP will thereupon facilitate and manage the @Auction process via debtsales.us.
3.2.5 For debt portfolios offered via the @Price sales mechanism described in Section 3.1, the debt portfolio seller may fix the price at which the debt portfolio is offered. DSP will thereupon provide such pricing information to prospective debt portfolio purchasers. DSP shall contact the debt portfolio seller in writing (whether by electronic mail or otherwise) at such time as the first prospective debt portfolio purchaser agrees, (by notifying DSP) to the price specified for the listed debt portfolio (or portion thereof). DSP will thereupon provide to such debt portfolio purchaser contact information directly for the purpose of finalizing its agreement with the debt portfolio seller for the purchase of the listed debt portfolio (or portion thereof).
3.2.6 In the event that the debt portfolio seller or a prospective debt portfolio purchaser desires to engage in direct negotiations with one another with respect to the purchase of a listed debt portfolio (or portion thereof) via the @ Backroom Sales mechanism, this shall be accomplished via the posting of electronic messages on the @Backroom real-time, electronic bulletin board operated by DSP as part of debtsales.us in order to arrive at a sales price for such debt portfolio (or portion thereof).
3.2.7 Upon the consummation of a transaction for the purchase of a debt portfolio by you (or portion thereof), the gross purchase price for same shall be deposited by you into an interest-bearing escrow account (the “Escrow Account”) at a financial institution or other recognized escrow company from a list supplied by DSP (the “Escrow Agent”). Following the Closing, the Escrow Agent shall pay out of the Escrow Account (i) to DSP the full amount any service fee applicable to the transaction in question together with interest thereon from the date of the escrow deposit, and (ii) the balance of the Escrow Account to the debt portfolio seller together with interest thereon from the date of the escrow deposit. Fees of the Escrow Agent shall be shared equally by the debt portfolio seller and you.
3.2.8 Buyer shall notify DSP through customary channels of a completed purchase. In the event the purchase is consummated through direct negotiations, the buyer will notify DSP customer service of the portfolio number, date sold and purchase price paid along with appropriate seller information.

4. Representations and Warranties.

4.1 Representations of DSP.
DSP represents and warrants to you as follows:
4.1.1 DSP has the power and authority to enter into and perform its obligations under this Agreement.
4.1.2 This Agreement constitutes the binding obligation of DSP enforceable against DSP in accordance with its terms.
4.2 Your representations.
4.2.1 You have the power and authority to enter into and perform your obligations under this Agreement.
4.2.2 This Agreement constitutes your binding obligation, enforceable against you in accordance with its terms.

5. Disclaimer of Warranty. THE PARTIES AGREE THAT NO WARRANTY, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO DEBTSALES.US, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DSP DOES NOT WARRANT THAT THE FUNCTIONS OFFERED BY DEBTSALES.US WILL MEET YOUR REQUIREMENTS, OR WILL OPERATE IN THE MANNER DESIRED BY YOU OR THAT DEBTSALES.US WILL BE ERROR FREE, OR FREE FROM UNAUTHORIZED INTRUSION. DSP SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES RESULTING FROM THE USE OF DEBTSALES.US, INCLUDING, WITHOUT LIMITATION, RELIANCE BY ANY PERSON ON INFORMATION OBTAINED THROUGH DEBTSALES.US, VIRUS TRANSMISSION, OR DELETION OR LOSS OF FILES OR E-MAIL, LOSS OF DATA OR INFORMATION OF ANY KIND, LOSS OF PROFIT, OR LIABILITY TO THIRD PARTIES, HOWEVER CAUSED, WHETHER BY THE ACT OR NEGLIGENCE OF DSP OR OTHERWISE.

6. Miscellaneous.

6.1 Governing Law/Jurisdiction/Venue.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Jurisdiction and venue for any action or claim arising hereunder shall lie exclusively in the state and federal courts of Ohio and each party irrevocably consents to the personal and subject matter jurisdiction of said courts and to service of process.
6.2 Situs.
This Web site is controlled by DSP from its facilities within one or more states. DSP complies with all state laws applicable to this Web site in the states where its facilities are located and the Internet. Visitors who choose to visit this Web site from other jurisdictions do so on their own initiative. Those visitors are solely responsible for compliance with their local laws.
6.3 Binding Effect/Assignment.
This Agreement shall be binding upon and inure the benefit of you, your successors and assigns and DSP and its successors and assigns. Neither party may assign this Agreement without the prior written consent of the other; provided that DSP may assign this Agreement without consent to a successor entity, whether by operation of law or otherwise.
6.4 Entire Agreement/Modification.
This Agreement contains the entire agreement among the parties respecting the subject matter hereof, there are no representations, agreements, arrangements or understandings, oral or written, between the parties with respect to the subject matter of this Agreement, other than as set forth herein. This Agreement may be modified only in a writing executed and delivered by both of the parties.
6.5 Further Assurances.
Each party covenants and agrees to execute and deliver such further consents, certificates, affidavits, agreements, instruments and other documents as the other party reasonably requests to effectuate the provisions of this Agreement.
6.6 Headings/Recitals.
Section and paragraph headings are not to be considered part of this Agreement. They are included solely for the convenience of the parties and are not intended to be full and accurate descriptions of the contents of this Agreement. The recitals set forth at the beginning of this Agreement are an integral part of this Agreement and are incorporated herein by reference as if fully rewritten.
6.7 Force Majeure.
If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by any flood, riot, fire, judicial, or governmental action, labor dispute, act of God, or any other similar cause beyond the control of such party, such party shall be excused from such performance under this Agreement.
6.8

Acceptance of Agreement.
Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not be effective until accepted by DSP as set forth in this Section 6.8. Your submission of this Agreement shall constitute an offer by you to become an authorized user of debtsales.us pursuant to the terms set forth in this Agreement. Upon your submission of this Agreement to DSP, DSP shall have the sole and exclusive right in its discretion to accept or reject your submission. In the event that DSP elects to accept your submission, DSP shall deliver to you confirmation of such acceptance either electronically or by other written means, to the e-mail or other address indicated by you below.

 
     
 
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