Terms of Service

ARTICLE I: DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms of Service, unless the context otherwise requires:

• "Agreement" means these Terms of Service, including all exhibits, schedules, and documents incorporated by reference herein.
• "Applicant" or "You" means any individual or business entity that submits an application for financing through Bridge Capital's platform.
• "Bridge Capital", "Company", "We", or "Us" means Bridge Capital AI LLC, a Florida limited liability company with its principal office at 1400 Village Square Blvd, Tallahassee, FL 32312 (EIN: 41-4031693), and its affiliates, successors, and assigns. Registered Agent: David Roberts, Registered Agents Inc., 7901 4th St N, STE 300, St. Petersburg, FL 33702.
• "Brokerage Fee" or "Facilitation Fee" means the fee charged by Bridge Capital for services rendered in connection with facilitating funding, as described in Article V.
• "Confidential Information" means all non-public information disclosed by either party, including but not limited to financial data, business plans, and trade secrets.
• "Funding" means any loan, merchant cash advance, revenue-based financing, or other financial product obtained through our platform.
• "Lender" or "Funding Partner" means any third-party financial institution, merchant cash advance provider, or funding source with which Bridge Capital has a relationship.
• "Platform" means Bridge Capital's website, applications, APIs, and all related technology infrastructure.
• "Services" means the brokerage, facilitation, and related services provided by Bridge Capital.

1.2 Interpretation

In this Agreement: (a) headings are for convenience only and shall not affect interpretation; (b) words importing the singular include the plural and vice versa; (c) references to statutes include all regulations made thereunder and amendments thereto; (d) "including" means "including without limitation"; and (e) references to dollar amounts are to United States Dollars unless otherwise specified.

ARTICLE II: NATURE OF SERVICES

2.1 Brokerage Services

Bridge Capital operates as a commercial finance broker and facilitator. WE ARE NOT A LENDER. We do not make loans, advances, or provide funding directly. Our services are limited to: (a) receiving and processing funding applications; (b) analyzing applicant qualifications; (c) matching applicants with potential funding partners; (d) facilitating communications between applicants and funding partners; (e) assisting with document preparation and submission; and (f) providing related advisory services.

2.2 No Guarantee of Funding

THE SUBMISSION OF AN APPLICATION DOES NOT GUARANTEE APPROVAL OR FUNDING. All funding decisions are made solely by our capital providers in their absolute discretion. Bridge Capital makes no representations, warranties, or guarantees regarding: (a) approval of any application; (b) the terms of any funding offer; (c) the speed of funding; or (d) the availability of funding at any time.

2.3 Independent Contractor Relationship

The relationship between Bridge Capital and Applicant is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

ARTICLE III: ELIGIBILITY AND APPLICATION REQUIREMENTS

3.1 Eligibility Criteria

To be eligible to use our Services, you represent and warrant that:

• You are at least eighteen (18) years of age or the age of majority in your jurisdiction;
• You are a citizen or legal resident of the United States, or a business entity duly organized under the laws of a U.S. state;
• You have the legal capacity and authority to enter into binding contracts;
• If acting on behalf of a business entity, you are duly authorized to bind such entity to this Agreement;
• You are not subject to any legal restriction that would prevent you from entering into this Agreement;
• Your business operates lawfully and is not engaged in any illegal activities;
• You have not previously been terminated from our platform for violation of these Terms.

3.2 Application Information

You agree to provide complete, accurate, and truthful information in your application and all communications with Bridge Capital. You acknowledge that providing false, misleading, or incomplete information may constitute fraud and may result in: (a) immediate termination of your application; (b) denial of funding; (c) civil liability; and (d) criminal prosecution under applicable state and federal laws.

3.3 Authorization for Verification

By submitting an application, you expressly authorize Bridge Capital and its funding partners to: (a) obtain consumer credit reports from one or more consumer reporting agencies; (b) verify bank account information and transaction history through Plaid or similar services; (c) verify business information through public and private databases; (d) contact references and verify employment; (e) verify identity through government databases; and (f) conduct such other due diligence as may be reasonably necessary.

ARTICLE IV: CONSENT TO ELECTRONIC COMMUNICATIONS

4.1 Electronic Signature Consent

By using our Services, you consent to conduct business electronically and to receive electronic signatures, records, and disclosures. You acknowledge that your electronic signature has the same legal effect and enforceability as a handwritten signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA).

4.2 Communications Consent

You expressly consent to receive communications from Bridge Capital, including but not limited to: (a) marketing and promotional messages; (b) application status updates; (c) funding offers; (d) account notifications; and (e) legal notices. Communications may be delivered via email, SMS/text message, telephone (including automated calls and prerecorded messages), mail, or through our platform. Standard message and data rates may apply.

4.3 TCPA Consent

By providing your telephone number, you expressly consent to receive autodialed and/or prerecorded calls and text messages from Bridge Capital, its affiliates, agents, and service providers at the telephone number(s) you provide, including for marketing purposes. This consent is not a condition of purchasing any goods or services. You may opt out at any time by contacting us at legal@bridgecapital.io.

ARTICLE V: FEES AND COMPENSATION

5.1 Brokerage Fee Structure

Upon successful funding of your application, Bridge Capital is entitled to a Brokerage Fee (also referred to as a "Facilitation Fee" or "Broker Commission") calculated as follows:

• Standard Fee: Five percent (5%) to ten percent (10%) of the total funded amount, depending on product type and complexity;
• Minimum Fee: Five Hundred Dollars ($500.00) per funded transaction;
• Maximum Fee: As disclosed in your specific funding agreement;
• Additional Fees: Document preparation, rush processing, or other ancillary services may incur additional fees as disclosed prior to service.

The exact fee percentage applicable to your transaction will be disclosed in your Master Brokerage Agreement and/or funding disclosure documents prior to your acceptance of any funding offer.

5.2 ACH Debit Authorization

BY ACCEPTING FUNDING THROUGH BRIDGE CAPITAL, YOU HEREBY AUTHORIZE BRIDGE CAPITAL TO INITIATE ONE OR MORE AUTOMATED CLEARING HOUSE (ACH) DEBIT ENTRIES FROM THE BANK ACCOUNT LINKED TO YOUR APPLICATION FOR PAYMENT OF THE BROKERAGE FEE. This authorization includes:

• A one-time ACH debit for the full Brokerage Fee amount upon confirmation of third-party funding;
• Retry attempts in the event of insufficient funds, returned items, or processing errors;
• Collection of any returned item fees, which shall not exceed Fifty Dollars ($50.00) per occurrence;
• Authorization remains in effect until the fee obligation is satisfied in full.

5.3 Airwallex ACH Payment Processing

All ACH debit transactions for Brokerage Fees are processed through Airwallex, Inc., a licensed money transmitter. By accepting these terms, you acknowledge and agree that:

• Airwallex will appear as the merchant name on your bank statement for fee debits;
• Standard ACH processing times of 1-3 business days apply;
• You authorize Bridge Capital to share necessary banking information with Airwallex for payment processing;
• Airwallex's terms of service and privacy policy apply to payment transactions;
• Any disputes regarding ACH transactions must first be raised with Bridge Capital before initiating chargebacks.

5.4 Fee Payment Timing

The Brokerage Fee becomes due and payable immediately upon: (a) confirmation that funding has been deposited to your designated bank account; or (b) execution of final funding documents, whichever occurs first. Bridge Capital reserves the right to initiate ACH collection via Airwallex within twenty-four (24) hours of the funding event.

5.5 Non-Refundable Fees

ALL BROKERAGE FEES ARE EARNED UPON FUNDING AND ARE NON-REFUNDABLE. You acknowledge that: (a) Bridge Capital's services are complete upon successful funding; (b) the fee compensates Bridge Capital for services already rendered; (c) refunds will not be provided regardless of subsequent default, early payoff, or other events; and (d) this fee is separate from and in addition to any fees charged by the funding source.

5.6 Failure to Pay

In the event of non-payment of any fee owed to Bridge Capital, you agree that: (a) the outstanding amount shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less; (b) you shall be liable for all costs of collection, including reasonable attorneys' fees; (c) Bridge Capital may report the debt to credit reporting agencies; and (d) Bridge Capital may pursue all available legal remedies.

ARTICLE VI: NON-CIRCUMVENTION

6.1 Non-Circumvention Covenant

You acknowledge that Bridge Capital has invested substantial time, effort, and resources in developing relationships with its funding partners. For a period of twenty-four (24) months from the date of your initial application, you agree that you shall not, directly or indirectly:

• Contact, solicit, or enter into any funding arrangement with any Lender or funding partner introduced to you by Bridge Capital without Bridge Capital's involvement;
• Disclose the identity of Bridge Capital's funding partners to any third party;
• Assist any third party in circumventing Bridge Capital's relationship with its funding partners;
• Encourage or facilitate any other applicant to circumvent Bridge Capital.

6.2 Liquidated Damages

You acknowledge that breach of the non-circumvention covenant would cause Bridge Capital irreparable harm that would be difficult to quantify. Therefore, in the event of any circumvention or attempted circumvention, you agree to pay Bridge Capital, as liquidated damages and not as a penalty: (a) the greater of Fifteen Percent (15%) of any funding obtained in violation of this covenant or Ten Thousand Dollars ($10,000); plus (b) all costs of enforcement, including reasonable attorneys' fees.

ARTICLE VII: REPRESENTATIONS AND WARRANTIES

7.1 Your Representations

You represent and warrant that:

• All information provided in your application is true, accurate, complete, and not misleading;
• You have not omitted any material information;
• All documents submitted are authentic and have not been altered or falsified;
• You are not in default under any existing financing arrangement;
• There is no pending or threatened litigation that would materially affect your ability to perform;
• Your business is in compliance with all applicable laws and regulations;
• You have the authority to authorize ACH debits from the designated account.

7.2 Disclaimer of Warranties

BRIDGE CAPITAL PROVIDES ITS SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (a) IMPLIED WARRANTIES OF MERCHANTABILITY; (b) FITNESS FOR A PARTICULAR PURPOSE; (c) NON-INFRINGEMENT; (d) ACCURACY OR RELIABILITY OF INFORMATION; AND (e) UNINTERRUPTED OR ERROR-FREE SERVICE.

ARTICLE VIII: LIMITATION OF LIABILITY

8.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BRIDGE CAPITAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY: (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (b) LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES; (c) LOSS OF DATA OR GOODWILL; (d) COST OF SUBSTITUTE SERVICES; OR (e) DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE OUR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

IN ANY EVENT, BRIDGE CAPITAL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (a) THE FEES ACTUALLY PAID BY YOU TO BRIDGE CAPITAL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (b) ONE THOUSAND DOLLARS ($1,000.00).

8.3 Essential Purpose

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS ARTICLE VIII ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BRIDGE CAPITAL AND YOU. BRIDGE CAPITAL WOULD NOT PROVIDE ITS SERVICES WITHOUT SUCH LIMITATIONS.

ARTICLE IX: INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Bridge Capital, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of this Agreement; (b) your violation of any law or regulation; (c) your infringement of any third-party rights; (d) any fraud, misrepresentation, or willful misconduct by you; (e) your use of funding obtained through our platform; (f) any tax obligations or liabilities arising from your business; or (g) any dispute between you and a funding partner.

ARTICLE X: DISPUTE RESOLUTION AND ARBITRATION

10.1 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator selected in accordance with AAA procedures.

10.2 Location and Governing Law

The arbitration shall be held in Wilmington, Delaware, or at another location mutually agreed upon by the parties. The arbitrator shall apply the substantive laws of the State of Delaware, without regard to conflict of laws principles. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, shall govern the arbitrability of all disputes.

10.3 Class Action Waiver

YOU AND BRIDGE CAPITAL AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

10.4 Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND BRIDGE CAPITAL EACH WAIVE THE RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

ARTICLE XI: CONFIDENTIALITY

Each party agrees to maintain the confidentiality of all Confidential Information received from the other party and to use such information only for purposes contemplated by this Agreement. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except: (a) to employees, agents, or contractors who need to know such information; (b) as required by law or legal process; or (c) to funding partners for purposes of evaluating your application.

ARTICLE XII: INTELLECTUAL PROPERTY

All content, trademarks, service marks, trade names, logos, and intellectual property displayed on the Platform are the property of Bridge Capital or its licensors. You are granted a limited, non-exclusive, non-transferable license to access and use the Platform for its intended purpose. You may not: (a) copy, modify, or distribute any content without permission; (b) reverse engineer any aspect of the Platform; (c) use any automated means to access the Platform; or (d) use Bridge Capital's name or marks without prior written consent.

ARTICLE XIII: TERMINATION

13.1 Termination by Bridge Capital

Bridge Capital may terminate or suspend your access to the Platform at any time, with or without cause, and with or without notice. Grounds for termination include but are not limited to: (a) breach of this Agreement; (b) suspected fraud or misrepresentation; (c) violation of applicable laws; (d) abusive behavior toward staff; or (e) inactivity for more than twelve (12) months.

13.2 Effect of Termination

Upon termination: (a) all rights granted to you under this Agreement cease immediately; (b) you remain liable for all fees and obligations incurred prior to termination; (c) provisions that by their nature should survive termination shall survive, including Articles V, VI, VII, VIII, IX, X, XI, and XII.

ARTICLE XIV: GENERAL PROVISIONS

14.1 Entire Agreement

This Agreement constitutes the entire agreement between you and Bridge Capital regarding its subject matter and supersedes all prior agreements, understandings, and communications, whether written or oral.

14.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement. The validity and enforceability of the remaining provisions shall not be affected.

14.3 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right shall operate as a waiver thereof.

14.4 Assignment

You may not assign or transfer this Agreement without Bridge Capital's prior written consent. Bridge Capital may assign this Agreement without restriction. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

14.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of government, or failures of third-party services.

14.6 Notices

All notices under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by nationally recognized overnight courier; or (d) three (3) business days after mailing by certified mail, return receipt requested.

14.7 Amendments

Bridge Capital reserves the right to modify these Terms at any time. Material changes will be communicated via email or through the Platform. Your continued use of our Services after such changes constitutes acceptance of the modified Terms.

ARTICLE XV: CONTACT INFORMATION