CommercialLending.ai Broker Subscription Agreement

This Subscription Agreement ("Agreement") is between Momentum Growth Partners, LLC, d/b/a CommercialLending.ai ("Company," "we," "us"), and the individual or entity signing up for the CommercialLending.ai platform ("Customer," "you," "Broker"). By checking the acceptance box at signup and/or submitting payment, you agree to this Agreement. If you're accepting on behalf of a company, you confirm you have authority to bind that company.

Access to the CommercialLending.ai platform is provided on a subscription basis at the fee and billing interval shown at signup. Fees are billed in advance through our payment processor (Stripe). By providing payment information, you authorize recurring charges until you cancel under Section 4.

We may change subscription pricing for future billing periods with at least 30 days' notice by email; continued use after a price change takes effect is acceptance of the new price. Fees are exclusive of applicable taxes, which you're responsible for. Failed payments may result in suspension of access until resolved.

If you're not satisfied within the first 30 calendar days of your initial paid subscription, contact us and we'll refund the fees paid for that period in full. This guarantee applies once per Customer, to the first subscription period only — it does not reset on renewal, upgrade, or a new subscription after a prior refund.

After the initial 30-day period, this Agreement runs month-to-month (or the billing interval selected at signup) and renews automatically unless cancelled. Either party may cancel with 30 days' written notice (email is sufficient), unless a different notice period or minimum term is stated in a signed order form or on-platform at signup — in which case that term controls.

Cancellation stops future billing at the end of the current notice period; we don't prorate or refund partial periods outside the Section 3 guarantee. You can cancel from your account settings or through our contact form.

As between the parties, you (Customer) own all data you or your applicants submit to the platform — including broker/lender contact records, loan application data, borrower/applicant financial information, documents, and communications ("Customer Data"). We claim no ownership over Customer Data.

You grant us a limited license to access, host, process, and use Customer Data solely to: (a) provide and maintain the platform, (b) provide customer support, (c) improve platform functionality, and (d) as required by law. We will not sell Customer Data or use it to train models for other customers or the public without your consent. We may use de-identified, aggregated data (that cannot reasonably identify you, your applicants, or your lenders) for analytics and product improvement.

On termination, you may export your Customer Data for 30 days; after that we may delete it, except copies retained in routine backups (deleted on our normal backup rotation) or as required by law.

Company acts as a facilitator connecting Customer, applicants, and lenders — we route and store Customer Data only as needed to operate the platform and do not use it for our own independent business purposes. Once Customer (or a lender Customer works with) downloads, receives, or otherwise takes possession of Customer Data through the platform — whether an application, a supporting document, or applicant information — Customer is solely responsible for that data's further storage, security, retention, and disposal, and for complying with any law that applies to Customer's handling of it. Company's data-handling obligations under this Agreement apply only to data while it resides on the platform.

We use commercially reasonable technical and administrative safeguards to protect Customer Data (encryption in transit, access controls, regular backups). We do not currently hold SOC 2 or an equivalent third-party security certification. We're not claiming one, and you shouldn't represent to your own borrowers or partners that we have one. We intend to pursue SOC 2 Type I as the platform and customer base mature.

You're responsible for keeping your account credentials confidential and for your users' compliance with this Agreement. You must notify us promptly if you suspect unauthorized access to your account.

Because we act as a facilitator, our security obligations extend to Customer Data while it is on the platform. Once Customer or a lender downloads a document or dataset (e.g., an application package, financial statement, or ID) outside the platform — including by email — that copy is outside our control, and Customer is responsible for how it's stored, shared, and disposed of from that point forward.

You agree not to: (a) use the platform for any unlawful purpose or in violation of lending, consumer protection, or data privacy laws applicable to your business; (b) upload data you don't have the right to share; (c) attempt to reverse-engineer, scrape, or resell platform access without our written consent; (d) interfere with platform security or availability; or (e) use the platform to originate or broker transactions outside applicable licensing requirements in your jurisdiction. You remain solely responsible for your own regulatory compliance as a broker/lender (state licensing, UDAAP, TILA where applicable, etc.) — the platform is a tool, not a compliance guarantee.

Company owns all right, title, and interest in the CommercialLending.ai platform, software, calculators, workflows, and underlying technology, including any improvements made in the course of supporting Customer — excluding Customer Data (§5). This Agreement grants Customer a limited, non-exclusive, non-transferable right to use the platform during the subscription term. No other rights are granted. Feedback you give us about the platform may be used by us without obligation or compensation to you.

The platform is provided "as is" and "as available." Given its current WIP stage, we do not warrant uninterrupted or error-free operation, and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. We do not warrant that the platform satisfies any specific regulatory, licensing, or compliance requirement applicable to your business.

To the maximum extent permitted by law: neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits or revenue, arising from this Agreement. Each party's total liability for any claim is capped at the greater of (i) $10,000, or (ii) the fees Customer paid in the 12 months preceding the claim. This cap does not apply to: (a) either party's indemnification obligations under §11, (b) a breach of confidentiality under §15, or (c) a party's gross negligence, fraud, or willful misconduct.

Customer will indemnify and hold Company harmless from third-party claims arising from Customer's Data, Customer's use of the platform in violation of law or this Agreement, or Customer's underlying lending/brokerage activity. Company will indemnify Customer from third-party claims that the platform (as provided, unmodified) infringes a valid U.S. IP right, subject to the liability cap in §10.

Either party may terminate immediately if the other materially breaches this Agreement and fails to cure within 15 days of written notice, or if the other becomes insolvent. We may also suspend or terminate access immediately, without the cure period, for illegal use, non-payment past 10 days, or activity that risks platform security or other customers' data.

This Agreement is governed by the laws of the State of California, without regard to conflict-of-law rules. Any dispute arising from this Agreement will first be raised informally for 30 days; if unresolved, it will be settled by binding arbitration in San Diego County, California, under the AAA Commercial Arbitration Rules, one arbitrator, each party bearing its own costs except as the arbitrator awards otherwise. Either party may instead bring an individual claim in small claims court. Claims may be brought only on an individual basis, not as a class, collective, or representative action, to the extent permitted by law.

Entire Agreement: This Agreement, plus any order form or in-platform terms shown at signup, is the entire agreement between the parties on this subject.

Assignment:Customer may not assign this Agreement without Company's consent; Company may assign it in connection with a merger, acquisition, or sale of assets.

Notices: Email to the address on file is sufficient notice for both parties.

Changes to this Agreement:We may update these terms with 30 days' notice (email or in-app); continued use after the effective date is acceptance. Material changes that reduce your rights won't apply retroactively to a dispute already in progress.

Force Majeure: Neither party is liable for delay or failure caused by events outside its reasonable control.

Severability: If any provision is unenforceable, the rest of the Agreement remains in effect.

Each party will keep the other's confidential business information (pricing, lender relationships, underwriting criteria, non-public platform features) confidential, use it only to perform under this Agreement, and protect it with reasonable care, for 2 years after disclosure.

While subscribed and for 12 months after termination, Customer will not use a lender relationship, introduction, or deal opportunity sourced through the platform to route business directly to that lender in order to avoid platform fees or bypass CommercialLending.ai. This does not restrict Customer's own pre-existing lender relationships or deals sourced independently of the platform.

Questions about this Agreement: