Syndifi, Inc. (the “Provider”) is a closed network of buyers and sellers of financial paper in the equipment leasing industry. Buyers and sellers use the platform to transact in a more secure and efficient manner with their trusted partners. Sellers upload a transaction to the platform and organize all the information in a consistent manner through the online forms provided. Seller can grant access to their buyer(s) who are their trusted partners. Seller and buyer can communicate within and outside the exchange and ultimately can agree to consummate the buy/sell of the transaction.

These Terms and Conditions of Use ("Agreement") create a legal agreement between you and Syndifi, Inc the owner and developer of Syndifi.com (the “Website”), the Syndifi Online Syndication Desk, Syndifi Online Syndication Desk Canada, Connectifi, and related services (Collectively, the “Services”). By using and/or registering for the “Services,” you agree to be bound by all of the terms (the "Terms") set forth in this Agreement as long as you remain a Client. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT REGISTER FOR THE SERVICES. BY CLICKING THE "I AGREE" BUTTON BELOW, AND IN CONSIDERATION FOR BEING PERMITTED TO UTILIZE THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS. THE MOST CURRENT VERSION OF THE TERMS, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY GOING TO [web address/link]. THE PROVIDER RESERVES THE RIGHT TO CHANGE THE TERMS AT ANY TIME AND WITHOUT NOTICE TO YOU.

Responsibility for Use of The Services. You expressly agree that the use of the Services is done at your own risk. You agree that you are knowledgeable and experienced in the selling and/or purchasing of equipment loans and equipment leases, as well as other financial and business matters related thereto. You are capable of evaluating the merits and risks of this business borrower. You acknowledge and agree You have not relied upon, any representations or warranties relating to any purchase of a Transaction other than those contained in the applicable purchase and sale contract governing the transaction acquisition. You agree you will determine whether or not to purchase any transaction based solely upon Your own independent examination and knowledge of such transaction. You acknowledge that the Provider has no obligation whatsoever to verify the accuracy of any information concerning or contained in any uploaded transaction. You understand that the Provider does not perform background checks on the companies and individuals who may use the Provider’s services. You understand and agree that you must take all reasonable precautions before transacting business through the service provided here, which includes, but is not limited to: performing your own due diligence regarding the risks of doing business with any counter-party you may find while using the Services.

Site Content and Other Media. Any content provided in connection with the Services is designed to provide practical and useful information on the subject matter covered. THE PROVIDER EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT OF THIS SITE OR IN CONNECTION WITH THE SERVICES.

The information published by the Provider is for informational purposes only. Any reliance you place on such, you do at your own risk. You understand that while great care is taken to provide you with the best information possible, the Provider makes no representations or warranties of any kind, express or implied, about the reliability, accuracy, completeness, security, or currency of the information provided.

Right to Monitor. The Provider reserves the right, but is not obligated, to monitor materials posted in any public area and shall have the right to remove any information deemed offensive by our staff. Notwithstanding the foregoing, you remain solely responsible for your use of any information contained on the site.

Client-Provided Data. You agree that all information that you provide to us is true, accurate and complete, and that you will maintain and update such information regularly.

Data Sharing with Other Users. As part of our platform’s functionality, we may share certain client-provided data, including your company name, with third parties who are also registered users on our platform. This data sharing is intended to facilitate the Services and features offered through the platform, including Connectifi. Third party users do not have access to your data beyond what is necessary for the provision of the Connectifi service. These third parties are also subject to this Agreement and are responsible for ensuring their use of your data complies with this Agreement and applicable laws and regulations.

External Use of Data. The Provider expressly reserves the right to disclose the information collected for the following transactional purposes: The Provider may disclose the information to those parties instructed by you as well as internally within Syndifi, Inc. We may use the information collected in order to identify and potentially bring legal action against any party that is interfering with the functioning of the Site. We may also use the information in order to comply with any laws, regulations or court orders which Syndifi, Inc believes in good faith require the disclosure of such information

Rules of Conduct. You must comply with all applicable laws, rules, and regulations while accessing or using the Services. In addition, we expect users to respect the rights and dignity of others. Your use of the Services is conditioned upon your compliance with the rules set forth in this section. You must not:

- Post, transmit, or otherwise make available, through or in connection with the Services, (a) anything that could be (i) threatening, harassing, discriminatory, degrading, hateful, or intimidating; (ii) defamatory, fraudulent, or otherwise tortious; or (iii) obscene, indecent, pornographic, or otherwise objectionable; (b) anything that could give rise to criminal or civil liability (including any material protected by copyright, trademark, trade secret, right of publicity, or any other proprietary right for which you do not have the express prior consent of the owner of such right or in violation of any contractual, fiduciary or other legal obligation), or that encourages conduct that would constitute a criminal offense; (c) any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is potentially harmful or invasive, or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment; (d) any unsolicited or unauthorized advertising, promotional material, "junk mail," "spam," "chain letter," "pyramid scheme," investment opportunity, or other form of solicitation; or (e) any material, non-public information about a company or any securities or other financial instrument, without the proper authorization to do so.

- Use the Services (a) to defame, abuse, harass, stalk, threaten, harvest, or collect personally identifiable information, or otherwise violate the legal rights of others, including rights of privacy or publicity; (b) to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, or state or imply that we endorse any of your statements or Submissions (as defined below); or (c) for any other fraudulent or unlawful purpose.

Interfere with or disrupt the operation of the Site or Services or the servers or networks used to make the Services available (including by taking any action that imposes an unreasonable or disproportionately large load upon the site or in connection with the Services or upon such servers or networks) or violate any requirements, procedures, policies or regulations of such servers or networks.

LRestrict or inhibit any other person from using the Site or Services (including by hacking or defacing the Site).

License, sublicense, transfer, assign, reproduce, duplicate, copy, sell, resell, distribute, or exploit for any commercial purposes the Services or any access to or use of the Services.

- Modify, adapt, make derivate works of, translate, reverse engineer, decompile, or disassemble the Services.

- Remove any copyright, trademark, or other proprietary rights notice from the Services or any materials available through the Services.

- Frame or mirror any part of the Services without the Provider’s express prior written consent.

- TSystematically download or store content from the site or Services.

To reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based on, all or any part of the Site or Services or any information or materials made available through the Site or Services.

Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or in any way gather content of the Site or in connection with the Services or reproduce or circumvent the navigational structure or presentation of the Site or Services without the Provider’s express prior written consent. Notwithstanding the foregoing, the Provider grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. The Provider reserves the right to revoke these exceptions either generally or in specific cases.

Additionally, you acknowledge and agree that you (and not the Provider) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment and services needed to access and use the site or Services, and paying all charges related thereto.

We may terminate your use of the Services for any conduct that we consider to be inappropriate, or for your breach of this Agreement, including the Rules of Conduct set forth above (including, without limitation, if you repeatedly engage in copyright infringement via or in connection with the Site or Services).

Intellectual Property. The Provider owns and retains all proprietary rights to the Services, its trademarks, and copyrights. The Provider owns the copyright to all information and works of authorship on the platform. All trademarks, service marks, and logos used on the site or Services are the trademarks, service marks, or logos of the Provider. You agree that, other than the right to access the platform and view the information contained on the platform under the terms and conditions set forth herein, you acquire no ownership, title, right, or interest of any kind in or to the platform or any portion of any information on the platform, and that all title, right, and interest therein and thereto remains with the Provider. You agree you shall not disclose, and shall maintain the confidentiality of, any information received by or through the Services that, by its nature, is or should be considered confidential. Except for any information that is in the public domain, you are not authorized to reproduce, transmit or distribute the Provider’s proprietary information. By providing information to the Services, you represent that you have the right to share such information with the Provider and users of the Services.

Third Party Content; Links. The Services may incorporate certain functionality that allows the routing and transmission of, and online access to, certain digital communications and content made available by third parties, (such communications and content, “Third Party Content”). By using such functionality, you acknowledge and agree that you are directing us to access and transmit to you Third Party Content associated with such functionality. The Site or Services may provide links to other web sites and online resources that include Third Party Content. Because we do not control Third Party Content, you agree that the Provider is neither responsible nor liable for any Third Party Content, including the accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third Party Content. The Provider has no obligation to monitor Third Party Content, and we may block or disable access to any Third Party Content (in whole or part) via the Site or Services at any time. Your access to or receipt of Third Party Content via the Services does not imply the Provider’s endorsement of, or affiliation with any provider of, such Third Party Content. Further, your use of Third Party Content may be governed by additional terms and conditions that are not set forth in this Agreement or our Privacy Policy (for example, terms and conditions that are made available by the providers of such Third Party Content). This Agreement does not create any legal relationship between you and the providers of such Third Party Content with respect to such Third Party Content, and nothing in this Agreement shall be deemed to be a representation or warranty by the Provider with respect to any Third Party Content. YOU AGREE THAT YOUR USE OF THIRD PARTY CONTENT IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH THIRD PARTY CONTENT.

The Provider shall have the right, at any time, to block links to the Site or Services through technological or other means without prior notice.

DISCLAIMER OF WARRANTIES. THE SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE OR SERVICES ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SITE OR SERVICES, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY MATERIALS AVAILABLE THROUGH THE SITE OR SERVICES. THE PROVIDER DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE, SERVICES AND ANY GOODS OBTAINER OR MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SITE OR SERVICES (INCLUDING WITHOUT LIMITATION, THIRD PARTY PRODUCTS AND SERVICES) TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE.

LIMITATION OF LIABILITY. THE PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, THE PROVIDER WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR SERVICES, OR FROM ANY CONTENT POSTED ON THE SITE OR IN CONNECTION WITH THE SERVICES BY THE PROVIDER OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR SERVICES IS TO STOP USING THE SITE OR SERVICES. THE MAXIMUM LIABILITY OF THE PROVIDER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO THE PROVIDER TO ACCESS AND USE THE SITE OR SERVICES.

Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify, and hold harmless the Provider from and against all claims, losses, costs, and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Site or Services; (b) any violation or alleged violation of this Agreement by you; or (c) any claim that any of your use or exploitation the Services caused damage to or infringed upon or violated the rights of a third party, including past, present or future infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity, or violation of any right related to the foregoing.

Termination. The Provider may terminate your access to or use of the Site or Services, at any time and for any reason, including if the Provider believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, your right to access or use the Site or Services will immediately cease. You agree that any termination of your access to or use of the Site or Services may be affected without prior notice, and that the Provider may immediately deactivate or delete your password and username, and all related information and files associated with it, and/or bar any further access to such information or files. You agree that the Provider shall not be liable to you or any third party for any termination of your access to the Site or Services or to any such information or files and shall not be required to make such information or files available to you after any such termination. Despite any termination of access to the site, you agree that you will continue to be bound by the obligations found within these terms.

Governing Law and Arbitration. This Agreement is governed by the laws of the State of Illinois, U.S.A., without regard to its conflicts of law provisions, and regardless of your location. ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND THE PROVIDER, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, SHALL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND, BY YOUR ACCESS TO OR USE OF THIS SITE OR SERVICES, YOU AGREE THAT YOU AND THE PROVIDER ARE EACH WAIVING OUR RIGHT TO TRIAL BY A JURY. BY YOUR ACCESS TO OR USE OF THE SITE OR SERVICES, YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND, BY YOUR ACCESS TO OR USE OF THE SITE OR SERVICES, YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by this Agreement. Any in-person hearings or appearances shall be held in Chicago, Illinois, U.S.A. Arbitration proceedings shall be conducted in a manner that preserves confidentiality. The arbitrator's decision shall follow this Agreement and shall be final and binding. The arbitrator shall have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. You are subject to United States export controls and are responsible for any violations of such controls, including any United States embargoes or other federal rules and regulations restricting exports. We may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time.

Severability. If any provision is found to be invalid, the remaining provisions will be in full force and effect.

Certification. You certify that you are at least 18 years of age and that your answers to the Provider’s registration materials will be truthful. In accessing and using the Services, you understand and agree that basic information concerning you, given to the Provider, will be published on the Services for others to view along with your User ID. Your name, address and e-mail address are kept confidential, except where provided above. For more information regarding how your data is used, stored and disseminated, please prefer to the privacy policy, along with any Master Services Agreement that you have entered with the Provider.

Entire Agreement. This Agreement, along with any Master Services Agreement you have entered with the Provider, constitutes your entire Agreement with the Provider with respect to any services.

Waiver. The failure of the Provider to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by the Provider must be in writing and signed by an authorized representative.

Contact Us. If you have any questions regarding the meaning or application of this Agreement, please direct such questions to info@syndifi.com. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us

Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site or in connection with the Services infringe your copyright, you (or your agent) may send the Provider a written notice by mail, email, or fax, requesting that the Provider remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send the Provider a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent to the Provider by mail at Syndifi, Inc. 180 North Wacker, Suite 1, Chicago, IL 60606; or by email to info@syndifi.com.

We suggest that you consult your legal advisor before submitting a notice or counter-notice.

Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the two web sites GetNetWise (http://www.getnetwise.org/) and On Guard Online (http://onguardonline.gov/). Please note that the Provider does not endorse any of the products or services listed at such sites.

Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site or Services, please contact us by writing to: Syndifi, Inc. 180 North Wacker, Suite 1 Chicago, IL 60606, or by calling us at 315-408-3064. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at 916.445.1254 or 800.952.5210.

You further understand and agree that clicking or pressing on the "I agree" is the electronic equivalent of a written signature on this document.