Legal

Terms of Service

Please read these terms carefully before using our services. Version 2.2 · October 2025.

Terms of Service

Please read these terms carefully before using our services. They govern your access to and use of the SecureLend platform.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SITE OR SERVICES. BY AGREEING TO THESE TERMS, YOU WILL BECOME SUBJECT TO AN ARBITRATION PROVISION WITH CLASS ACTION AND JURY TRIAL WAIVERS, WHICH AFFECT YOUR LEGAL RIGHTS.

Effective Date: October 15, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Client," "you") and SecureLend, Inc., a Delaware Corporation ("SecureLend," "we," "us," or "our"), concerning your access to and use of the SecureLend software-as-a-service platform and related services (collectively, the "Services").

By accessing or using the Services, you agree that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Services and you must discontinue use immediately.

SecureLend, Inc., a Delaware corporation, offers the Services for business and commercial use only. The Services are not for consumers. You must be at least 18 years old and authorized to bind the organization you represent.

2. Description of Services

SecureLend provides an AI-powered platform designed for financial institutions and businesses to compare financial products, including but not limited to loans, insurance, and software. The Services are intended to assist with processing, origination, underwriting, document analysis, risk assessment, and compliance monitoring.

Scope of Services: SecureLend’s core Services are intended for business and commercial lending activities. Any consumer-facing or mortgage-related marketplace tools, including those accessible via large language model (LLM) interfaces, are provided solely for informational and educational purposes. SecureLend does not originate, broker, or receive compensation for consumer, personal, or residential mortgage loans. All paid origination, referral, and platform activities relate only to business or commercial financing transactions.

Fee Disclosure: SecureLend provides the comparison platform and application (accessible via https://mcp.securelend.ai/mcp/) free of charge to the Client. We may receive a referral fee or commission from Third-Party Product Partners (including but not limited to lenders, insurers, and software providers) if you accept an offer or purchase a service. This compensation does not influence the presentation of offers, which are based solely on your data and Partner criteria.

Loan Comparison Neutrality: Any comparison, ranking, or presentation of financing options generated by the Services is based on stated criteria (such as pricing, fees, terms, and eligibility signals where available) and is provided for informational purposes only. Such comparisons do not constitute an offer, approval, recommendation, or guarantee of financing, and are not designed to steer users toward deceptive, abusive, or exploitative financial products.

You acknowledge that the Services utilize artificial intelligence and machine learning models. The output, recommendations, and analyses provided by the Services are for informational purposes only and are intended to augment, not replace, your professional judgment and final decision-making processes.

CRITICAL: AI Model Limitations and Risks

YOU MUST READ AND UNDERSTAND THE FOLLOWING LIMITATIONS BEFORE USING THE SERVICES:

AI Output Is Informational Only: The Search Services rely on new and rapidly evolving generative artificial intelligence technologies, which are offered to you "as-is". SecureLend makes no representations or warranties with respect to the accuracy of AI-generated Output.
AI Models Can Produce Errors: Artificial intelligence and machine learning models, including those used in our Services, can and do produce factually incorrect, incomplete, or misleading outputs ("hallucinations"). You must independently verify all information provided by the Services before relying on it for any lending decision.
Algorithmic Bias Risk: AI models may exhibit biases based on their training data. Such outcomes may violate fair lending laws including the Equal Credit Opportunity Act (ECOA) and other federal and state laws.
No Substitute for Human Judgment: The Services do not make lending decisions. All credit decisions must be made by qualified personnel using their professional judgment. You must implement appropriate human oversight and review processes.
Compliance Responsibility: You are solely responsible for ensuring that your use of AI-generated outputs complies with all applicable fair lending, consumer protection, and anti-discrimination laws.
No Warranty of Accuracy: We make no representations or warranties regarding the accuracy, reliability, completeness, or timeliness of any AI-generated outputs. Use of AI outputs is at your sole risk.

FAILURE TO IMPLEMENT APPROPRIATE OVERSIGHT AND VALIDATION PROCEDURES MAY RESULT IN REGULATORY ENFORCEMENT ACTIONS, LITIGATION, REPUTATIONAL HARM, AND SIGNIFICANT FINANCIAL LIABILITY.

3. Account Registration and Security

To access the Services, you must be at least 18 years old and authorized to bind a duly organized, validly existing business or commercial organization in good standing. The Services are not for consumers. You must register for an account ("Account"). You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

You are responsible for safeguarding your Account password and for any activities or actions under your Account. You agree to notify us immediately of any unauthorized use of your Account.

3.1. Credit Authorization and FCRA Written Instruction

By searching for Third-Party Offers or signing up for services on the SecureLend Platform, you provide written instruction in accordance with the Fair Credit Reporting Act ("FCRA") and other applicable laws for SecureLend to request and receive your consumer report data ("Consumer Report Data") from consumer reporting agencies, now and periodically in the future, for the purpose of connecting you to Third-Party Offers. You understand that these "soft" credit inquiries will not impact your credit score. You also authorize us to share your Consumer Report Data with Third-Party Product Partners strictly as necessary to check your eligibility for offers.

4. Client Data and Intellectual Property

4.1. Client Data Ownership

As between you and SecureLend, you own all right, title, and interest in and to any data, information, or material that you upload or submit to the Services ("Client Data"). You are solely responsible for the accuracy, quality, legality, and integrity of your Client Data.

4.2. Limited License to SecureLend

You grant SecureLend a limited, non-exclusive, royalty-free, worldwide license to use, reproduce, and display the Client Data solely for the following purposes:

Service Delivery: To provide, operate, maintain, and support the Services as requested by you
Technical Operations: To perform necessary technical operations such as hosting, backup, and disaster recovery
Service Improvements: To improve the Services, diagnose technical problems, and analyze usage patterns, provided that such use is limited to your specific instance and does not involve sharing your Client Data with other clients
Security and Compliance: To monitor for security threats, prevent fraud, and comply with legal obligations

Modifications to Client Data: The license to "modify" Client Data is limited strictly to technical modifications necessary to provide the Services, such as format conversions, encryption, and compression. SecureLend will not alter the substantive content of Client Data.

4.3. Aggregated and Anonymized Data

SecureLend may use Client Data to create aggregated, de-identified, and anonymized data ("Aggregated Data") for the purpose of improving AI models, conducting research, and developing new features and services. Aggregated Data will not identify you or any individual and cannot reasonably be used to re-identify you or any individual.

Opt-Out Right: You may opt out of having your Client Data used to create Aggregated Data for AI model training by providing written notice to modeltraining-optout@securelend.ai. Opting out will not affect your ability to use the Services, but may limit access to certain advanced features that rely on continuously updated models.

Restrictions on Aggregated Data Use: Even with Aggregated Data, SecureLend will not:

Use your Client Data to provide services to your competitors without anonymization
Sell or license Aggregated Data to third parties without your prior written consent
Attempt to re-identify any anonymized data
Use Aggregated Data in any manner that would violate applicable privacy laws or regulations

4.4. Client Representations and Warranties

You represent and warrant that:

You have all necessary rights, consents, and permissions to provide Client Data to SecureLend and to grant the licenses set forth in this Section 4
Client Data does not and will not infringe or misappropriate any third party's intellectual property rights or violate any applicable laws
You have obtained all necessary consents from individuals whose personal information is included in Client Data
Client Data does not contain any viruses, malware, or other harmful code

4.5. SecureLend Intellectual Property

The Services, including our website, software, AI models, algorithms, user interfaces, graphics, and all other materials provided by us (collectively, "SecureLend IP"), are the exclusive property of SecureLend and its licensors. SecureLend IP is protected by copyright, trademark, patent, trade secret, and other intellectual property laws of the United States and foreign countries.

Subject to your compliance with these Terms, SecureLend grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of your subscription.

You shall not, and shall not permit any third party to:

Copy, modify, or create derivative works of the Services or SecureLend IP
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
Remove, alter, or obscure any proprietary notices on the Services
Use the Services to develop competing products or services
Rent, lease, lend, sell, sublicense, or otherwise transfer rights to the Services
Use the Services in any manner that could damage, disable, or impair SecureLend's infrastructure

4.6. Feedback

If you provide SecureLend with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Services ("Feedback"), you hereby grant SecureLend a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, distribute, and otherwise exploit such Feedback without any obligation or compensation to you.

5. Data Security and Privacy

5.1. Security Measures

SecureLend maintains administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data. These measures include, but are not limited to:

Encryption of data in transit using TLS 1.2 or higher and data at rest using AES-256 encryption or equivalent
Regular security assessments, vulnerability scanning, and penetration testing
Access controls and authentication mechanisms
Employee background checks and security awareness training
Incident response and business continuity planning
Annual SOC 2 Type II audits (reports available upon request)

5.2. Data Breach Notification

In the event of a data breach or security incident that affects Client Data, SecureLend will:

Notify you without unreasonable delay and in no event later than seventy-two (72) hours after becoming aware of the breach
Provide details of the breach, including the nature of the incident, categories and approximate number of affected records, and measures taken or proposed to address the breach
Cooperate with you in investigating the breach and complying with applicable notification requirements
Take prompt action to remediate the breach and prevent future incidents

5.3. Sub-processors and Third Parties

SecureLend may engage third-party service providers ("Sub-processors") to assist in providing the Services. A current list of Sub-processors is available at www.securelend.ai/subprocessors. We will provide thirty (30) days advance notice of any new Sub-processor. You may object to a new Sub-processor on reasonable grounds relating to data protection, in which case the parties will work together in good faith to address your concerns or, if no resolution is possible, you may terminate the affected Services.

5.4. Data Location and Transfers

Client Data is primarily stored and processed in data centers located within the United States. To the extent Client Data is transferred outside the United States, SecureLend will ensure appropriate safeguards are in place, including Standard Contractual Clauses or other legally recognized transfer mechanisms.

5.5. Data Retention and Deletion

SecureLend will retain Client Data for the duration of your subscription and for ninety (90) days thereafter, unless you request earlier deletion or a longer retention period is required by law. Upon termination or expiration of these Terms, we will delete or return all Client Data as directed by you, except to the extent retention is required by applicable law or regulation. You may request deletion of specific Client Data at any time by contacting us at privacy@securelend.ai.

5.6. Your Security Obligations

You are responsible for:

Implementing appropriate security measures for your systems and networks
Maintaining the confidentiality of Account credentials
Ensuring that only authorized personnel access the Services
Promptly reporting any suspected security incidents or unauthorized access
Complying with all applicable data protection laws regarding Client Data

6. Use of Services and Client Responsibilities

6.1. Acceptable Use & Prohibited Activities

You agree to comply with all applicable laws and regulations. You also agree NOT to do any of the following:

Scraping & Automation: Use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction.
Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or AI models of the Services.
Malicious Code: Use any device, software, or routine, including viruses, Trojan Horses, or worms, intended to damage or interfere with the Services.
Security Circumvention: Avoid, bypass, remove, deactivate, impair, or otherwise circumvent any technological measure implemented by SecureLend to protect the Services.
Unauthorized Access: Access or attempt to access any data or part of the Services that you are not authorized to access.
Resale: Sell, resell, license, sublicense, or distribute the Services or any data obtained from the Services without SecureLend's prior written consent.

6.2. Final Decision-Making Authority

You retain the final authority and responsibility for all lending decisions, compliance obligations, and risk management. The output of the Services does not constitute a lending decision, legal advice, or financial advice. You are responsible for independently verifying any information provided by the Services before relying on it.

6A. Regulatory Compliance and Responsibilities

6A.1. SecureLend Compliance Obligations

SecureLend represents, warrants, and agrees that it will:

Information Security: Maintain and annually update a comprehensive written information security program that complies with the Gramm-Leach-Bliley Act (GLBA) and its implementing regulations, designed to protect the security, confidentiality, and integrity of Client Data
SOC 2 Certification: Maintain SOC 2 Type II certification (or equivalent internationally recognized security certification) and provide current audit reports to Client upon request, subject to execution of appropriate confidentiality agreements
Model Risk Management: Implement and maintain a model risk management framework consistent with industry standards for AI and machine learning systems, including model development, implementation, validation, and ongoing monitoring procedures
Bias Testing and Monitoring: Conduct regular testing and monitoring of AI models for potential bias, discriminatory outcomes, and disparate impact on protected classes. SecureLend will perform such testing at least annually and upon any material model updates
Audit and Monitoring Capabilities: Provide Client with audit logs, monitoring tools, and reporting capabilities necessary to meet Client's regulatory obligations and to monitor the Services for compliance with applicable laws
Regulatory Cooperation: Reasonably cooperate with Client in connection with examinations, audits, or inquiries by regulatory authorities, including providing documentation and information regarding the Services as reasonably requested
Compliance Notifications: Notify Client promptly (and in no event later than five (5) business days) of: (i) any regulatory examination, investigation, or enforcement action relating to the Services; (ii) any material compliance issues or violations identified in the Services; or (iii) any changes to the Services that may materially impact Client's regulatory compliance
Insurance: Maintain cyber liability insurance with coverage of at least $5,000,000 per occurrence and errors and omissions insurance with coverage of at least $5,000,000 per occurrence, and provide certificates of insurance upon request
Sub-processor Management: Ensure that all Sub-processors handling Client Data maintain appropriate security controls and comply with applicable data protection requirements
Staff Training: Provide regular training to SecureLend personnel on data security, privacy requirements, and AI ethics and compliance

6A.2. Client Compliance Obligations

Client represents, warrants, and agrees that it will:

Human Oversight: Maintain appropriate human oversight and review of all AI-generated outputs before making any lending decisions. Client acknowledges that AI outputs are recommendations only and must not be the sole basis for credit decisions
Fair Lending Compliance: Ensure that its use of the Services complies with all applicable fair lending laws, including the Equal Credit Opportunity Act (ECOA), Fair Housing Act (FHA), and related regulations. Client will conduct regular fair lending monitoring and testing
Adverse Action Notices: Provide legally compliant adverse action notices to applicants as required by law, including specific reasons for adverse decisions that are accurate and comply with regulatory requirements
Model Validation: Conduct periodic validation of AI models and their outputs in accordance with applicable regulatory guidance, including SR 11-7 (Federal Reserve) and OCC Bulletin 2011-12, or substantially equivalent standards
Disparate Impact Analysis: Perform regular disparate impact analyses to identify and address any discriminatory effects in lending outcomes
Staff Training: Train personnel on the proper use of the Services, AI limitations, fair lending requirements, and the importance of human judgment in credit decisions
Regulatory Compliance: Comply with all applicable federal and state laws and regulations governing its lending operations, including but not limited to consumer protection laws, privacy laws (including GLBA, CCPA, and other state privacy laws), and banking regulations
Data Quality: Ensure that Client Data uploaded to the Services is accurate, complete, current, and legally obtained
Right to Audit SecureLend: Client may, upon reasonable notice and no more than once annually (or more frequently if required by Client's regulators or in the event of a security incident), audit or engage a qualified third party to audit SecureLend's compliance with these Terms, subject to execution of appropriate confidentiality agreements

6A.3. Shared Compliance Responsibilities

The parties agree to cooperate in good faith to:

Regulatory Examinations: Facilitate and cooperate with examinations conducted by Client's regulatory authorities, including providing reasonable access to relevant documentation, personnel, and systems
Incident Response: Work together to address any security incidents, compliance violations, or regulatory concerns in a timely and effective manner
Compliance Gap Remediation: Jointly identify and remediate any compliance gaps or deficiencies discovered through audits, examinations, or monitoring activities
Model Performance Review: Periodically review AI model performance, accuracy, and compliance to ensure continued alignment with regulatory expectations and Client's risk tolerance
Best Practices: Share information regarding emerging regulatory guidance, industry best practices, and lessons learned to continuously improve compliance

6A.4. Regulatory Changes

In the event of material changes to applicable laws or regulations that impact the Services or their use, the parties will work together in good faith to implement necessary modifications to ensure continued compliance. If compliance cannot be achieved through reasonable modifications, either party may terminate the affected Services upon sixty (60) days written notice.

6A.5. No Waiver of Regulatory Obligations

Nothing in these Terms is intended to, or shall be construed to, waive, limit, or disclaim either party's independent regulatory obligations. Each party acknowledges that certain regulatory responsibilities cannot be delegated or transferred and that regulatory authorities may hold each party directly accountable for compliance with applicable laws.

6A.6. Third-Party Beneficiaries

Client's regulators are intended third-party beneficiaries of Sections 5 (Data Security and Privacy) and 6A (Regulatory Compliance and Responsibilities) and may enforce these provisions directly against SecureLend to the extent permitted by applicable law.

6B. Authorized Intermediary Representation and Third-Party Offers

6B.1. Limited Intermediary Relationship

By engaging SecureLend, Client expressly authorizes SecureLend to act as a limited administrative intermediary for the sole purpose of transmitting data and documents to Third-Party Product Partners. SecureLend’s role is strictly limited to technical data transmission and administrative facilitation. SecureLend does not act as an agent, fiduciary, or advisor to the Client, nor does it have the authority to bind the Client to any financial agreement.

6B.2. Third-Party Offers (No Guarantee)

The SecureLend Platform provides access to deals and offers from third-party partners ("Third-Party Offers"). SecureLend does not warrant or guarantee any Third-Party Offer. All rates, fees, and terms are subject to change pursuant to each third-party partner’s discretion and may not be available in all states. There is no guarantee that you will be approved or qualify for the advertised rates, fees, or terms presented.

6B.3. Client Consent and Responsibility

Before SecureLend submits any Third-Party Application, Client must provide express consent—either electronically through the Services or in writing—authorizing such submission. Client acknowledges and agrees that:

All information contained in an application originates from Client and is certified by Client as true, complete, and accurate.
Client, not SecureLend, is the applicant of record with the Third-Party Partner.
Client remains solely responsible for complying with any additional terms, disclosures, or authorization requirements imposed by such Third-Party Partner.

6B.4. No Lender, Broker, or Credit Decision Role

SecureLend is not a lender, broker, loan arranger, or credit decision-maker. SecureLend does not evaluate or approve credit, negotiate loan terms, extend financing, or guarantee that any application will be accepted by a Third-Party Partner. Any financing or banking relationship formed through a Third-Party Application is strictly between Client and the applicable Third-Party Partner.

6B.5. Third-Party Terms and Privacy Policies

When SecureLend transmits Client Data or Third-Party Applications, such data is subject to the Third-Party Partner’s own terms of service, privacy policy, and regulatory disclosures. SecureLend shall not be responsible for the acts or omissions of any Third-Party Partner. Client is encouraged to review the applicable provider’s terms carefully before proceeding with any application.

6B.6. Withdrawal of Authority

Client may revoke SecureLend’s authority to act as its intermediary for Third-Party Applications at any time by providing written notice to legal@securelend.ai. Revocation will not affect any submissions or actions made prior to SecureLend’s receipt and acknowledgment of such notice.

6B.7. Indemnification for Client Misrepresentation

Client shall indemnify and hold harmless SecureLend from any loss, claim, or liability arising out of (a) inaccurate, incomplete, or fraudulent information provided by Client for inclusion in a Third-Party Application; or (b) Client’s failure to comply with the applicable Third-Party Partner’s terms or authorization requirements.

7. Fees and Payment

Access to the Services requires payment of subscription fees as set forth on our pricing page or in a separate agreement between you and SecureLend. All fees are non-refundable, except as required by law. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature.

8. Term and Termination

8.1. Term

These Terms commence on the date you first access the Services and continue until terminated in accordance with this Section 8.

8.2. Termination for Convenience

Either party may terminate these Terms for any reason upon sixty (60) days prior written notice to the other party. You remain responsible for all fees incurred prior to the effective date of termination.

8.3. Termination for Cause

Either party may terminate these Terms immediately upon written notice if:

The other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice
The other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee, or similar agent appointed
The other party ceases to do business or becomes subject to bankruptcy or insolvency proceedings

SecureLend may suspend your access to the Services immediately if we reasonably believe you are in material breach of these Terms or if your use poses a security risk.

8.4. Effect of Termination

Upon termination or expiration of these Terms:

Your right to access and use the Services immediately ceases
You must immediately cease all use of the Services and SecureLend Confidential Information
You remain responsible for all fees and charges incurred prior to termination
Within thirty (30) days, SecureLend will provide you with a copy of your Client Data in a commonly used format, unless you request otherwise
After ninety (90) days following termination, SecureLend will delete all Client Data from its systems, except as required by law or as specified in Section 5.5

8.5. Survival

The following sections survive termination or expiration of these Terms: Section 4 (Client Data and Intellectual Property), Section 5 (Data Security and Privacy, limited to post-termination obligations), Section 8.4 (Effect of Termination), Section 9 (Confidentiality), Section 10 (Disclaimers and Limitation of Liability), Section 11 (Indemnification), Section 12 (Governing Law and Dispute Resolution), and Section 13 (General Provisions).

9. Confidentiality

9.1. Definition

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, technical data, customer information, financial information, and the terms of these Terms.

9.2. Obligations

The Receiving Party agrees to:

Hold the Disclosing Party's Confidential Information in strict confidence
Not disclose such Confidential Information to any third party except as permitted in these Terms
Not use such Confidential Information for any purpose other than fulfilling its obligations under these Terms
Protect such Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care
Limit access to such Confidential Information to employees, contractors, and agents who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in these Terms

9.3. Exceptions

Confidential Information does not include information that:

Is or becomes publicly available through no breach of these Terms by the Receiving Party
Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party
Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information
Is required to be disclosed by law or court order, provided the Receiving Party provides prompt notice to the Disclosing Party and cooperates in any effort to seek protective treatment

9.4. Return or Destruction

Upon termination of these Terms or upon request by the Disclosing Party, the Receiving Party will promptly return or destroy (at the Disclosing Party's option) all Confidential Information and certify in writing that it has done so, except to the extent retention is required by law.

9.5. Injunctive Relief

Each party acknowledges that breach of this Section 9 may cause irreparable harm for which monetary damages are an inadequate remedy. Accordingly, the Disclosing Party is entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach, without the necessity of proving actual damages or posting a bond.

10. Disclaimers and Limitation of Liability

10.1. Disclaimer of Warranties

THE SERVICES AND THIRD-PARTY OFFERS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SECURELEND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

10.2. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SECURELEND, INC., ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES.

EXCEPT FOR CLAIMS ARISING FROM (I) EITHER PARTY'S BREACH OF SECTION 9 (CONFIDENTIALITY), (II) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, (III) CLIENT'S BREACH OF SECTION 4.2 (SECURELEND INTELLECTUAL PROPERTY) OR SECTION 6.1 (ACCEPTABLE USE), OR (IV) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SECURELEND IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

THE LIMITATIONS IN THIS SECTION 10 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

11.1. Client Indemnification

You agree to defend, indemnify, and hold harmless SecureLend, Inc. and its officers, directors, employees, and agents from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from:

Your use of and access to the Services
Your violation of any term of these Terms
Your violation of any third-party right, including without limitation any copyright, property, or privacy right
Any claim that your Client Data infringes or misappropriates a third party's intellectual property rights or violates applicable law
Any lending decisions, credit determinations, or other actions taken by you based on or informed by the Services
Your violation of any applicable laws or regulations, including fair lending, consumer protection, or data privacy laws

11.2. SecureLend Indemnification

SecureLend agrees to defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from:

Claims that the Services, when used in accordance with these Terms, infringe or misappropriate any third party's intellectual property rights (patents, copyrights, trademarks, or trade secrets)
SecureLend's breach of Section 5 (Data Security and Privacy) that results in unauthorized access to or disclosure of Client Data
SecureLend's gross negligence or willful misconduct

If the Services are, or in SecureLend's opinion are likely to be, claimed to infringe, SecureLend may at its option and expense: (a) procure for Client the right to continue using the Services; (b) replace or modify the Services to make them non-infringing; or (c) if options (a) and (b) are not commercially reasonable, terminate the affected Services and refund any prepaid fees for the terminated portion.

11.3. Indemnification Procedures

The indemnified party must:

Promptly notify the indemnifying party in writing of any claim subject to indemnification
Cooperate with the indemnifying party in the defense of the claim
Allow the indemnifying party to control the defense and settlement of the claim, provided that no settlement may be made without the indemnified party's prior written consent (not to be unreasonably withheld) if it would impose any obligation or liability on the indemnified party

The indemnified party may participate in the defense with counsel of its choice at its own expense.

11.4. Sole Remedy

This Section 11 states each party's sole liability and the other party's exclusive remedy for third-party claims covered by these indemnification obligations.

12. Governing Law and Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

12.1. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

12.2. Arbitration

Except as provided in Section 12.3, any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof (collectively, "Disputes"), shall be finally settled by binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. ("JAMS") in accordance with the JAMS Streamlined Arbitration Rules and Procedures, or if the claim exceeds $250,000, the JAMS Comprehensive Arbitration Rules and Procedures, in each case as modified by these Terms.

The arbitration shall be conducted as follows:

The arbitration shall be held in Wilmington, Delaware, or remotely via videoconference if mutually agreed
The arbitration shall be conducted in English
There shall be one arbitrator selected in accordance with JAMS rules. The parties will cooperate to select an arbitrator with expertise in commercial software licensing disputes
Each party shall bear its own attorney's fees and costs, and the parties shall share equally the fees and costs of the arbitrator and JAMS, unless the arbitrator determines that either party is the prevailing party, in which case the non-prevailing party shall bear all such fees and costs
The arbitrator shall issue a written decision stating the essential findings and conclusions upon which the award is based
Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction
The existence and content of the arbitration proceedings, including documents and briefs submitted, testimony, and awards, shall be kept confidential, except as required by law or to enforce the award

12.3. Exceptions to Arbitration

Notwithstanding Section 12.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain:

Infringement or misappropriation of intellectual property rights
Breach of confidentiality obligations
Violations of acceptable use restrictions

12.4. Waiver of Class Actions

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

Priority Support (available for Enterprise plans):

24/7 email and phone support
Dedicated account manager
Target response times:
Priority 1 (Service Down): 1 hour
Priority 2 (Significant Impact): 4 hours
Priority 3 (Minor Issue): 1 business day
Priority 4 (General Inquiry): 2 business days
Quarterly business reviews
Priority access to new features and beta programs

12B.7. Monitoring and Reporting

SecureLend monitors the Services 24/7 and maintains internal systems to track uptime and performance. Client may access a status dashboard at status.securelend.ai to view current system status and historical uptime data.

12B.8. SLA Exclusions

This SLA does not apply to:

Free trial accounts or services provided at no charge
Beta, alpha, or preview features
Services suspended or terminated due to Client breach or non-payment
Third-party services or applications integrated with but not provided by SecureLend

13. Copyright Complaints (DMCA)

We respect the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at the address below. We reserve the right to remove any content that allegedly infringes another person's copyright and/or terminate the accounts of repeat infringers.

14. General Provisions

14.1. Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices or agreements published by us on the Services or executed between the parties, constitute the entire agreement between you and SecureLend concerning the Services and supersede all prior or concomitant communications and proposals, whether oral or written.

14.2. Amendments

SecureLend reserves the right to modify these Terms at any time. We will provide notice of material changes by email to the address associated with your Account or by posting a notice on our website at least thirty (30) days before the effective date of the changes. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services and may terminate your Account in accordance with Section 8.2.

14.3. Severability

If any provision of these Terms is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.4. Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. SecureLend's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

14.5. Assignment

Client may not assign or transfer these Terms or any rights or obligations hereunder without SecureLend's prior written consent. SecureLend may assign these Terms without consent: (a) to an affiliate or subsidiary; (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; or (c) by operation of law. SecureLend will provide notice of any assignment to Client. Any attempted assignment in violation of this section is void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

14.6. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or labor disputes, or failures of the internet or telecommunications infrastructure ("Force Majeure Event"). The affected party shall promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate these Terms upon written notice to the other party.

14.7. Export Control

The Services and related technology are subject to U.S. export control laws and regulations. Client agrees to comply with all applicable export and import laws and regulations and represents that it is not: (a) located in, or a resident or national of, any country subject to U.S. embargo or identified as a "terrorist supporting" country; (b) listed on any U.S. government list of prohibited, sanctioned, or restricted parties including the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List; or (c) otherwise prohibited from receiving the Services under applicable law. Client will not access or use the Services in violation of any U.S. export embargo, prohibition, or restriction.

14.8. Government Rights

The Services are commercial computer software, as defined in 48 C.F.R. §2.101. Accordingly, if Client is the U.S. government or any contractor thereof, Client receives only those rights with respect to the Services as are granted to all other end users under these Terms, in accordance with 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, and 48 C.F.R. §12.212, with respect to all other U.S. government users and their contractors.

14.9. Notices

All notices under these Terms must be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) business day after deposit with a nationally recognized overnight courier, specifying next-day delivery.

Notices to SecureLend should be sent to:

SecureLend, Inc.

Attn: Legal Department

8 The Green

Dover, DE 19901

Email: legal@securelend.ai

Notices to Client will be sent to the email address associated with your Account.

14.10. Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other's behalf without the other party's prior written consent, except that SecureLend may act as Client's authorized intermediary solely for the limited purposes described in Section 6B (Authorized Intermediary Representation and Third-Party Offers).

14.11. Interpretation

The section headings in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation." These Terms will not be construed in favor of or against either party by reason of the extent to which either party or its professional advisors participated in the preparation of these Terms.

14.12. Counterparts and Electronic Signatures

For enterprise agreements executed separately from these Terms, such agreements may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same legal effect as original signatures.