END USER LICENSE AGREEMENT



Welcome. Welcome to the Direct Capital, a division of CIT Bank, N.A (“DC”) portal (the "Portal"). The Portal is a web-based financing platform that offers businesses access to funding sources that provide commercial financial services, such as equipment leasing, working capital and small business loans. The Portal is owned, hosted and maintained by DC. The Portal enables users to seek financial services from and through referral sources, and supply supporting business and credit information to enable third parties to render a credit decision, upload and maintain supporting documents, accept financing terms and conditions, and sign documentation electronically. The Portal also enables basic reporting of transactions processed through the Portal.

ECOA Notice. The federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant’s income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law concerning this creditor is the Bureau of Consumer Financial Protection, 1700 G Street NW, Washington DC 20006.

End User License Agreement and Privacy Policy. By checking the box on the Acceptance page, indicating that you have read and agree to our terms and conditions, the user ("you") agrees to be bound by the terms and conditions contained in this End User License Agreement and in the DC Privacy Policy (sometimes referred to collectively as the “Agreement”). The Privacy Policy explains how DC treats your personal information. The Privacy Policy may be found here: Privacy Policy. You agree that we may change the terms of this Agreement (including the Privacy Policy) at our sole discretion at any time without notice to you, and you agree to the version of the Agreement (including the Privacy Policy) then in effect at all times. By using the Portal, you agree to be bound by any such modifications and should, therefore, visit the Portal and the Privacy Policy site to determine the terms and conditions then in effect. If you do not agree to be bound by the terms and conditions of this Agreement (including the Privacy Policy), you may not use the Portal. If you are for any reason dissatisfied with the Portal, its content or this Agreement (including the Privacy Policy) now or as it may be revised, you agree that your sole and exclusive remedy is to discontinue using the Portal.

Termination. You agree that DC may terminate this Agreement at any time for any reason in our sole discretion without notice to you, and that DC reserves the right to change, suspend or discontinue all or any aspects of the Portal at any time for any reason in our sole discretion without notice to you.

User Restrictions. You agree that: (i) you will not tamper or interfere with the functionality or operation of the Portal; (ii) you will not make illegal use of the Portal or use it for any purpose not authorized under the “Grant of Rights” section of this Agreement; (iii) you will not tamper or interfere with any other user in their use of the Portal; (iv) you will follow U.S. and international laws regarding transmitting data and you will not attempt to gain access to our computer system; and (vi) you will not remove, obscure or alter any copyright notice or any logo, trademark, or other intellectual property or proprietary right designation contained within the Portal.

Passwords. You agree that you are responsible for maintaining the confidentiality of passwords associated with the account you use to access the Portal. Accordingly, you agree that you are solely responsible to DC for all activities that occur under your account. If you become aware of any unauthorized or improper use of your password on the Portal or your account, you agree to notify DC immediately at customerservice@directcapital.com.

Monitoring. We reserve the right to log, review, store, reproduce and otherwise examine any information entered through the Portal or stored on or passing through our networks or systems.

Downtime and Service Suspensions. Your access to and use of the Portal may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction or other unavailability of any portion or all of the Portal for any reason, including as a result of power or internet outages, system failures or other interruptions. We shall also be entitled, without any liability to you, to suspend access to any portion or all of the Portal at any time, on a system-wide basis: (i) for scheduled downtime to permit us to conduct maintenance or make modifications to the Portal; (ii) in the event of a denial of service attack, virus or other attack on the Portal or other event that we determine, in our sole discretion, may create a risk to the Portal, to you or to any of our other users if the Portal service were not suspended; or (iii) in the event that we determine that any Portal service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons.

Grant of Rights. DC grants you a personal, royalty-free, non-assignable and non-exclusive license to use the Portal only for the purpose of applying for, obtaining and managing for you and your company's business credit provided by or through DC and/or its successors, assigns, affiliates, referral partners, funding sources, agents and designees. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Portal, in the manner permitted by this Agreement. You may not, and you may not permit anyone else to, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Portal or any part thereof. You may not assign (or grant a sub-license of) your rights to use the Portal, grant a security interest in your rights to use the Portal, or otherwise transfer any of your rights to use the Portal.

Intellectual Property. The content on the Portal including without limitation, the text, source code, software, scripts, graphics, photos, sounds, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Direct Capital a division of CIT Bank, N.A, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Portal is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any other purposes whatsoever without the prior written consent from DC. DC reserves all rights not expressly granted in and to the Portal and the Content. You agree to not engage in the use, copying or distribution of any of the Content other than expressly permitted herein. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Portal or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Portal or the Content.

Other Content. The Portal may include hyperlinks to other web sites, content or resources that are not owned or controlled by DC. DC has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or resources which are provided by companies or persons other than DC. You acknowledge and agree that DC is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, services, offers, equipment or other materials on or as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources. We encourage you to be aware when you leave the Portal and to read the terms and conditions and privacy policy of each other website that you visit via the Portal.

Warranty Disclaimers and Limitations of Liability. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, DC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PORTAL OR THE PRODUCTS OR SERVICES OF DC OR OF ANY OTHER THIRD PARTY. YOU AGREE THAT NEITHER DC NOR ITS PARTNERS, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS OR DESIGNEES, NOR EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS AND THE LIKE (COLLECTIVELY, “ASSOCIATES”) WARRANT THAT USE OF THE PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE. UNDER NO CIRCUMSTANCES SHALL DC OR ITS ASSOCIATES BE LIABLE FOR ANY ACTUAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER THAT RESULT FROM, ARISE OUT OF OR OTHERWISE RELATE TO YOUR USE OF OR INABILITY TO USE THE PORTAL, OR ANY WEB SITE LINKED TO THE PORTAL, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE PORTAL THAT RESULTS IN MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OR CORRUPTION OF FILES, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, OR ANY LOSS OF PROFIT OR OPPORTUNITY, LOSS OF GOODWILL OR DATA, OR COST OF PROCUREMENT OF SUBSTITUTE FINANCING, GOODS OR SERVICES OR OTHER TANGIBLE OR INTANGIBLE LOSS SUFFERED. THE PORTAL UTILIZES INDUSTRY ACCEPTED SECURITY SYSTEMS IN AN ATTEMPT TO ELIMINATE UNAUTHORIZED ACCESS TO PRIVATE OR PERSONAL INFORMATION. IN CONSIDERATION OF US GRANTING YOU THE RIGHT TO USE THE PROTAL, YOU HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM AGAINST AND RELEASE DC FROM ANY AND ALL CLAIMS AND LIABILITY ARISING FROM (A) ANY UNAUTHORIZED ACCESS TO AND SUBSEQUENT USE OF YOUR COMPANY AND/OR PRIVATE OR PERSONAL CREDIT AND OTHER INFORMATION, (B) ANY PULL OF YOUR CREDIT REPORT RESULTING FROM THE FINANCIAL APPLICATION YOU SUBMITTED VIA THE PORTAL, AND (C) ANY ACCESS TO, USE OF, OR THE SHARING WITH, DC, ITS VENDORS, AFFILIATES, STRATEGIC PARTNERS AND FUNDING AND REFERRAL SOURCES. FINANCIAL AND OTHER INFORMATION YOU FURNISH VIA THE PORTAL OR THAT WE OBTAIN IN CONNECTION WITH A CREDIT APPLICATION SUBMITTED BY YOU VIA THE PORTAL. THE FOREGOING LIMITATIONS OF LIABILITY AND RELEASE SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW IN ANY ACTION, WHETHER IN CONTRACT, TORT OR ANY OTHER CLAIM, EVEN IF AN AUTHORIZED REPRESENTATIVE OF DC, OR ITS ASSOCIATES HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY AND RELEASE STATED IN THIS SECTION SHALL SURVIVE THIS AGREEMENT AND YOUR USE OF THE PORTAL OR ANY CREDIT APPLICATION YOU SUBMIT VIA THE PORTAL.

Indemnity. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS DC, AND EACH OF ITS ASSOCIATES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES) ARISING FROM: (I) YOUR ACCESS TO AND/OR USE OF THE PORTAL; (II) YOUR VIOLATION OF ANY TERM, CONDITION OR PROVISION OF THIS AGREEMENT; OR (III) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION, ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THIS AGREEMENT AND YOUR USE OF THE PORTAL.

Miscellaneous. All notices by us to you shall be by email to the email address listed with the Portal administrator. All notices by you to us shall be by email to customerservice@directcapital.com or in writing to: Portal Administrator, Direct Capital, 155 Commerce Way, Portsmouth, NH 03801. This Agreement together with the Privacy Policy constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement or communication between you and us, whether written or oral, regarding such subject matter. If any portion of this Agreement (including the Privacy Policy) is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect. The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective. This Agreement will be binding upon, and inure to the benefit of the parties and their respective representatives, successors and permitted assigns. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by DC without restriction. Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and DC (or any of its Associates). This Agreement is made under, and shall be construed and enforced according to the laws of the State of New Hampshire applicable to agreements made and to be performed wholly within the State of New Hampshire. You agree to submit to the exclusive jurisdiction of the courts located within the State of New Hampshire, County of Rockingham, to resolve any legal matter arising from these terms and conditions. Notwithstanding this, you agree that DC shall still be entitled to apply for any necessary injunctive remedies in any jurisdiction.

Should you need to contact DC for any reason, you may reach us at:

customerservice@directcapital.com
866-777-0117