Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you (“you,” “User”) and Note Central LLC, a North Carolina limited liability company doing business as Note Central (“Note Central,” “we,” “us,” or “our”), which operates the website at notecentral.com and the related services (collectively, the “Platform”). By accessing or using the Platform, creating an account, or clicking to accept, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Platform.

1. What Note Central is — and is not

Note Central is an online marketplace where users may post, search, and review information about privately held real estate notes, mortgages, deeds of trust, land contracts, and related instruments (“Notes”), and may make, receive, and respond to offers and exchange messages with other users through the Platform. Although negotiation and messaging take place on the Platform and a platform technology fee applies to Notes sold through the Platform (see Section 10), the purchase and sale of any Note is a contract solely between the users involved; Note Central is not a party to that contract.

We do not, and do not purport to:

• broker, solicit, or negotiate on any user’s behalf, or price, originate, underwrite, service, or close any Note or loan;
• act as a real estate broker, mortgage broker, loan originator, securities broker-dealer, investment adviser, exchange, dealer, escrow agent, or title or settlement agent;
• hold, transmit, escrow, or take custody of any funds, Notes, instruments, or documents of title between users;
• endorse, guarantee, or warrant any listing, user, Note, valuation, or statement made on the Platform; or
• provide legal, tax, accounting, financial, investment, lending, or appraisal advice.

2. No broker, advisory, or fiduciary relationship

Your use of the Platform does not create any agency, brokerage, partnership, joint venture, employment, advisory, or fiduciary relationship between you and Note Central. We owe you no fiduciary duty. Any decision to buy, sell, price, or hold a Note — including any decision to make, counter, accept, or decline an offer through the Platform’s offer tools — is made solely by the users involved, using their own judgment and their own professional advisors, and the closing of any transaction is completed by those users with independent professionals of their choosing. Note Central does not recommend any transaction and expresses no opinion on the suitability of any Note for any person.

3. No investment, legal, or tax advice

Nothing on the Platform is, or should be construed as, investment, legal, tax, accounting, or financial advice, a recommendation, a solicitation, or an offer to buy or sell any security or financial instrument. Educational content, calculators, summaries, tags, analytics, and any automated or AI-generated outputs are provided for general informational purposes only, may be inaccurate or incomplete, and must not be relied upon. You are solely responsible for evaluating the merits and risks of any Note and for obtaining independent legal, tax, and financial advice before acting.

4. Risk disclosures

Investing in and transacting privately held real estate notes involves substantial risk, including the risk of total loss. Risks include, without limitation: borrower default and non-payment; inaccurate, incomplete, or fraudulent information; defects or gaps in the collateral file, assignment chain, lien position, or title; over-stated property values; delinquent taxes, liens, or lapsed insurance; bankruptcy, forbearance, or loss-mitigation proceedings; lengthy and costly foreclosure (which varies by state); illiquidity; changes in interest rates and market conditions; and changes in law. Past performance and stated yields are not guarantees of future results. You bear all risk of your transactions and your use of the Platform.

5. Eligibility and accounts

• You must be at least 18 years old and able to form a binding contract.
• You must provide accurate, current, and complete registration information and keep it updated.
• You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly of any unauthorized use.
• You may not transfer or share your account, or create an account if previously suspended or removed.
• You represent that your use complies with all sanctions and export laws and that you are not located in, or a resident of, an embargoed jurisdiction or on any restricted-party list.

6. User content and listings

“User Content” means any listing, description, document, image, message, review, or other material you submit. You retain ownership of your User Content. You grant Note Central a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, display, adapt for formatting, and distribute your User Content as needed to operate, promote, and improve the Platform.

You represent and warrant, for all User Content you submit, that:

• it is accurate and not misleading, and you have the legal right to post it and to grant the license above;
• you own the Note or are authorized to list it, and have authority to disclose any borrower or third-party information it contains;
• your collection and disclosure of any borrower or other personal information complies with applicable law (including the Gramm-Leach-Bliley Act, FCRA, and applicable privacy laws); and
• it does not infringe any third party’s rights or violate any law or contractual obligation.

Sellers are solely responsible for the accuracy and completeness of their listings and documents. Note Central does not independently verify listing data and makes no representation about any Note. Buyers are solely responsible for conducting their own due diligence and independent verification before transacting.

Communications sent through the Platform, including messages and offers between users, are transmitted and stored on our systems and are not private from Note Central. We do not commit to pre-screen User Content, but authorized personnel may access, review, and preserve it — including messages between users — where we believe in good faith doing so is reasonably necessary to prevent fraud or abuse, enforce these Terms (including the confidentiality and non-circumvention obligations in Section 7 and the fee obligations in Section 10), keep the Platform secure, respond to a user’s support request, or comply with law or legal process. We may remove or refuse any User Content that we reasonably believe violates these Terms.

7. Confidentiality and non-circumvention

Sensitive listing details — including the exact property address, borrower information, and diligence documents — are gated behind a single account-level confidentiality and non-circumvention agreement (the “Confidentiality Agreement”), the current text of which is available at our NDA page. You accept it once, and it applies to every listing whose gated information you access thereafter. By accepting, you agree to keep gated information confidential, to use it only to evaluate a potential transaction through the Platform, and not to circumvent a seller, a buyer, or the Platform with respect to any opportunity sourced through the Platform — including by completing, or attempting to complete, a transaction with a counterparty you identified through the Platform other than through the Platform. Breach of the Confidentiality Agreement is also a breach of these Terms.

8. Prohibited activities

You agree not to:

• post unlawful, fraudulent, deceptive, or misleading content, or list a Note you have no right to sell;
• misrepresent a Note’s status, balance, performance, collateral, or your identity or authority;
• engage in money laundering, sanctions evasion, or any unlawful or unlicensed activity;
• solicit, broker, or offer securities, or treat any listing as a public securities offering;
• harvest, scrape, or copy data or borrower information except as expressly permitted; resell or republish Platform data; or use it to build a competing service;
• upload malware; probe, scan, or test the security of the Platform; circumvent access controls, rate limits, or the Confidentiality Agreement gate; or access non-public areas without authorization;
• harass, threaten, defame, or spam other users, or contact them for purposes unrelated to a Platform transaction;
• use the Platform to disintermediate or circumvent another user or Note Central in violation of the Confidentiality Agreement, including by moving a transaction sourced through the Platform away from the Platform to avoid the platform technology fee; or
• interfere with, disrupt, or impose an unreasonable load on the Platform.

If you list or sell a partial (fractional) interest in a Note, you represent that your sale is structured to comply with applicable federal and state securities laws. Listing a partial interest on the Platform is not an offer or sale of securities by Note Central; Note Central does not structure, sponsor, underwrite, or participate in any such sale.

9. Compliance with laws

You are solely responsible for complying with all laws applicable to your use of the Platform and to any transaction you pursue, including securities, lending, licensing, consumer-protection, debt-collection (including the FDCPA), privacy, data-protection, anti-money-laundering, sanctions, and tax laws. You are responsible for determining whether any license or registration is required for your activities and for obtaining it. Note Central makes no representation that the Platform or any Note is appropriate or available for use in any particular jurisdiction.

10. Platform technology fee

Listing Notes on the Platform and browsing the marketplace are free. A platform technology fee applies to each Note sold through the Platform, in consideration of the Platform technology and services you use to list, market, analyze, negotiate, document, and complete a transaction. The technology fee is a single rate determined by the gross sale price of the Note and applied to the entire gross sale price:

For example, the total technology fee on a sale of $30,000 is $555; of $100,000 is $1,850; of $250,000 is $1,875; of $1,000,000 is $7,500; and of $6,000,000 is $19,800.

The technology fee is subject in each case to a minimum fee of three hundred seventy-five U.S. dollars ($375) per transaction. Unless the parties expressly agree otherwise in writing through the Platform, the technology fee is payable by the seller and is due at closing. Buyers currently pay no platform technology fee; Note Central reserves the right to introduce buyer-side fees prospectively, on notice, and no buyer-side fee will apply to a transaction whose binding offer was signed before the change takes effect. Each party bears its own closing costs (such as its attorneys, advisors, and bank charges); fees of any jointly engaged closing professional are allocated as the parties agree. The exact technology fee for a transaction is disclosed to the parties before a binding offer is accepted; by accepting an offer through the Platform, the seller (or any other party who has agreed in writing to be responsible for the fee) agrees to pay it. The technology fee is charged for access to and use of the Platform’s technology and services; it is not a commission or brokerage fee, and Note Central is not a broker or a party to the transaction (see Sections 1 and 2).

Certain optional features may be offered for a separate fee described at the point of purchase. All fees are stated exclusive of taxes, are payable through our third-party payment processor, and, except as required by law or expressly stated, are non-refundable. We may change fees prospectively on notice. Your continued use after a fee change constitutes acceptance.

11. Intellectual property

The Platform, including its software, design, text, graphics, logos, the Note Central name and marks, and all other content we provide (excluding User Content), is owned by Note Central or its licensors and is protected by intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for its intended purpose. You may not copy, modify, distribute, sell, reverse engineer, or create derivative works from the Platform except as permitted by law. All rights not expressly granted are reserved.

12. Third-party services and links

The Platform relies on third-party providers (for example hosting, payments, e-signature, email, and analytics) and may link to third-party sites and resources. We do not control and are not responsible for third-party services, content, or practices, and your use of them is at your own risk and subject to their terms.

13. Data accuracy and platform availability disclaimers

Information on the Platform — including listings, valuations, calculators, tags, and analytics — is provided by users or generated automatically and may be inaccurate, incomplete, outdated, or unavailable. We do not warrant the accuracy, completeness, or timeliness of any information. The Platform is provided on an “as is” and “as available” basis. We do not guarantee that the Platform will be uninterrupted, secure, or error-free, and we may modify, suspend, or discontinue any part of it at any time without liability.

14. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOTE CENTRAL DISCLAIMS ANY WARRANTY REGARDING ANY USER, NOTE, LISTING, TRANSACTION, OR OUTCOME.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTE CENTRAL AND ITS OWNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND LICENSORS (THE “NOTE CENTRAL PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR INVESTMENT, ARISING OUT OF OR RELATING TO THE PLATFORM OR ANY TRANSACTION BETWEEN USERS, WHETHER BASED ON CONTRACT, TORT, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE NOTE CENTRAL PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO NOTE CENTRAL IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO PARTS OF THIS SECTION MAY NOT APPLY TO YOU.

16. Indemnification

You agree to defend, indemnify, and hold harmless the Note Central Parties from and against any claims, demands, investigations, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Platform; (b) your User Content; (c) any transaction or dispute between you and another user; (d) your breach of these Terms or the Confidentiality Agreement; (e) your violation of any law or of any third party’s rights; or (f) your collection, use, or disclosure of any borrower or third-party information. We may assume the exclusive defense of any matter subject to indemnification, and you agree to cooperate.

17. Account suspension and termination

We may suspend, restrict, or terminate your account or access, remove or disable any User Content, and take any other action, at any time and in our sole discretion, with or without notice, including for suspected violation of these Terms or law, risk to the Platform or its users, or for any other reason. You may stop using the Platform at any time. Sections that by their nature should survive termination (including content license to the extent necessary, disclaimers, limitation of liability, indemnification, and dispute resolution) survive.

18. Dispute resolution; binding arbitration; class-action waiver

Please read this section carefully. It affects your legal rights, requires most disputes to be resolved by individual arbitration, and waives class actions and jury trials.

Most disputes can be resolved informally. Before starting an arbitration, you agree to first send us a written notice describing the dispute and to attempt to resolve it in good faith for at least 30 days.

Except for claims that may be brought in small-claims court and claims for injunctive relief regarding intellectual property or unauthorized access, you and Note Central agree that any dispute arising out of or relating to these Terms or the Platform will be resolved by binding individual arbitration administered by a recognized arbitration provider under its applicable rules, seated in North Carolina, under the Federal Arbitration Act. YOU AND NOTE CENTRAL AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND EACH WAIVES ANY RIGHT TO A JURY TRIAL. If the class-action waiver is found unenforceable, the remainder of this section will not apply to the claims subject to that finding, which will proceed in court. You may opt out of arbitration by sending written notice within 30 days of first accepting these Terms.

19. Governing law

These Terms are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. Subject to the arbitration section, the state and federal courts located in North Carolina will have exclusive jurisdiction over any matter not subject to arbitration, and you consent to their jurisdiction and venue.

20. Changes to these Terms

We may update these Terms from time to time. When we do, we will revise the “Last updated” date above and, for material changes, provide reasonable notice. Your continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

21. Electronic communications and acceptance

By using the Platform you consent to transact electronically and to receive communications, agreements, notices, and disclosures from us electronically, which satisfy any legal requirement that they be in writing. Clicking to accept, creating an account, or using the Platform constitutes your electronic signature and agreement to these Terms.

22. General

These Terms, together with the Privacy Policy and, if you accept it, the Confidentiality Agreement, are the entire agreement between you and Note Central regarding the Platform. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them freely. There are no third-party beneficiaries except the Note Central Parties.

23. Contact

Questions about these Terms may be sent to legal@notecentral.com.