This Software-as-a-Service Terms of Service ("Agreement") is entered into by and between LendAPI ("Provider") and the user of the LendAPI software ("Customer" or "You").

By accessing or using the LendAPI software and any associated services ("Service"), you agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms and conditions, you may not access or use the Service.

1. Definitions

1.1. "Service" refers to the software provided by LendAPI, including any updates,
enhancements, and new features.
1.2. "Customer Data" refers to any data, information, or material provided or submitted by the
Customer through the use of the Service.
1.3. "Confidential Information" refers to any non-public information disclosed by one party to the
other, including but not limited to trade secrets, business plans, financial information, and
technical specifications.
1.4. "Intellectual Property Rights" refers to any and all copyrights, trademarks, patents, trade
secrets, and other intellectual property rights.

2. SAAS SERVICES AND SUPPORT

2.1 Subject to the terms and conditions of this Agreement, Company grants Customer a non-
exclusive, non-transferable license to access and use the Service during the term of this
Agreement.
2.2 Customer acknowledges that the Service may be subject to limitations, delays, and other
issues inherent in the use of the internet and electronic communications. Company shall not be
liable for any such limitations, delays, or issues.
2.3 Subject to the terms of this agreement, Company will use commercially reasonable efforts to
provide Customer Services. As part of the registration process, Customer will identify an
administrative user name and password for Customer’s Company account. Company
reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
2.4Subject to the terms hereof, Company will provide Customer with reasonable technical
support services in accordance with Company’s standard practice.

3. Customer Responsibilities

3.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or
otherwise attempt to discover the source code, object code or underlying structure, ideas,
know-how or algorithms relevant to the Services or any software, documentation or data
related to Services (“Software”); modify, translate, or create derivative works based on
Services or any Software (except to the extent expressly permitted by Company or authorized within Services); use Services or any Software for timesharing or service bureau
purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
3.2 Customer represents, covenants, and warrants that Customer will use Services only in
compliance with Company’s standard published policies then in effect (“Policy”) and all
applicable laws and regulations. Although Company has no obligation to monitor Customer’s
use of Services, Company may do so and may prohibit any use of Services it believes may be
(or alleged to be) in violation of the foregoing.
3.3 Customer will be responsible for obtaining and maintaining any equipment and ancillary
services needed to connect to, access or otherwise use Services, including, without
limitation, modems, hardware, servers, software, operating systems, networking, web
servers and the like (collectively, “Equipment”). Customer will also be responsible for
maintaining the security of Equipment, Customer account, passwords (including but not
limited to administrative and user passwords) and files, and for all uses of Customer account
or Equipment with or without Customer’s knowledge or consent.

4. Confidentiality and Proprietary Rights

4.1 Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has
disclosed or may disclose business, technical or financial information relating to Disclosing
Party’s business (hereinafter referred to as “Proprietary Information” of Disclosing Party).
Proprietary Information of Company includes non-public information regarding features,
functionality and performance of Service. Proprietary Information of Customer includes non-
public data provided by Customer to Company to enable the provision of Services
(“Customer Data”). Receiving Party agrees: (i) to take reasonable precautions to protect
such Proprietary Information, and (ii) not to use (except in performance of Services or as
otherwise permitted herein) or divulge to any third person any such Proprietary Information.
Disclosing Party agrees that the foregoing will not apply with respect to any information after
five (5) years following the disclosure thereof or any information that Receiving Party can
document (a) is or becomes generally available to the public, or (b) was in its possession or
known by it prior to receipt from Disclosing Party, or (c) was rightfully disclosed to it without
restriction by a third party, or (d) was independently developed without use of any
Proprietary Information of Disclosing Party or (e) is required to be disclosed by law.
4.2 Customer will own all right, title and interest in and to Customer Data, as well as any data
that is based on or derived from Customer Data and provided to Customer as part of
Services. Company will own and retain all right, title and interest in and to (a) Services and
Software, all improvements, enhancements or modifications thereto, (b) any software,
applications, inventions or other technology developed in connection with support, and (c) all
intellectual property rights related to any of the foregoing.

5. PAYMENT OF FEES

5.1 Customer will pay to Company then applicable fees described in the website for
Services in accordance with the terms therein (“Fees”). If Customer’s use of Services
exceeds Service Capacity set forth on the website or otherwise requires the payment of
additional fees (per the terms of this agreement), Customer will be billed for such usage and
Customer agrees to pay the additional fees in the manner provided herein. Company
reserves the right to change the Fees or applicable charges and to institute new charges
and Fees at the end of Initial Service Term or then-current renewal term, upon thirty (30)
days prior notice to Customer (which may be sent by email). If Customer believes that
Company has billed Customer incorrectly, Customer must contact Company no later than
60 days after the closing date on the first billing statement in which the error or problem
2 appeared, in order to receive an adjustment or credit. Inquiries should be directed to
Company’s customer support department.
5.2 Company may choose to bill through an invoice, in which case, full payment for invoices
issued in any given month must be received by Company thirty (30) days after the mailing
date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on
any outstanding balance, or the maximum permitted by law, whichever is lower, plus all
expenses of collection and may result in immediate termination of Service. Customer will be
responsible for all taxes associated with Services other than U.S. taxes based on
Company’s net income.

6. TERM AND TERMINATION

6.1 Subject to earlier termination as provided below, this agreement is for Initial Service Term as
specified in Order Form and will be automatically renewed for additional periods of the same
duration as Initial Service Term (collectively, “Term”), unless either party requests
termination at least thirty (30) days prior to the end of the then-current term.
6.2 In addition to any other remedies it may have, either party may also terminate this
agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the
other party materially breaches any of the terms or conditions of this agreement. Customer
will pay in full for Services up to and including the last day on which Services are
provided. Upon any termination, Company will make all Customer Data available to
Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company
may, but is not obligated to, delete stored Customer Data. All sections of this agreement
which by their nature should survive termination will survive termination, including, without
limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and
limitations of liability.

7. WARRANTY AND DISCLAIMER

Company will use reasonable efforts consistent with prevailing industry standards to maintain
Services in a manner which minimizes errors and interruptions in Services. Services may be
temporarily unavailable for scheduled maintenance or for unscheduled emergency
maintenance, either by Company or by third-party providers, or because of other causes beyond
Company’s reasonable control, but Company will use reasonable efforts to provide advance
notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY
DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE;
NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM USE OF SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION,
SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT.

8. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO CONTRARY, EXCEPT FOR BODILY INJURY OF A
PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL
EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR
LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS
AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR
LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR
ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
(C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY
3

AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,
EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER
THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE
LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

9. MISCELLANEOUS

If any provision of this agreement is found to be unenforceable or invalid, that provision will be
limited or eliminated to the minimum extent necessary so that this agreement will otherwise
remain in full force and effect and enforceable. This agreement is not assignable, transferable or
sublicensable by Customer except with Company’s prior written consent. Company may transfer
and assign any of its rights and obligations under this agreement without consent. This
agreement is the complete and exclusive statement of the mutual understanding of the parties
and supersedes and cancels all previous written and oral agreements, communications and
other understandings relating to the subject matter of this agreement, and that all waivers and
modifications must be in a writing signed by both parties, except as otherwise provided herein.
No agency, partnership, joint venture, or employment is created as a result of this agreement
and Customer does not have any authority of any kind to bind Company in any respect
whatsoever. In any action or proceeding to enforce rights under this agreement, the prevailing
party will be entitled to recover costs and attorneys’ fees. All notices under this agreement will
be in writing and will be deemed to have been duly given when received, if personally delivered;
when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is
sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if
sent by certified or registered mail, return receipt requested. This agreement will be governed by
the laws of the State of California without regard to its conflict of laws provisions.
Please read this Agreement carefully before using the Service. By accessing or using the
Service, you acknowledge that you have read, understood, and agree to be bound by the terms
and conditions of this Agreement. If you have any questions or concerns about this Agreement,
please contact us at info @ lendapi.com.

Last modified as of March 1st 2024