Terms of Service

ARTICLE 1: Introduction and Acceptance of Terms

1.1 Welcome to Relendi

These Terms of Service (the "Terms") govern your access to and use of the website relendi.com (the "Site"), and the related applications, tools, and marketplace platform services (collectively, the "Service") provided by Relendi Inc. ("Relendi", "we", "us", or "our"). Our company is located at 1 World Trade Center, Suite 8500, New York, NY 10007.

1.2 Binding Agreement

These Terms constitute a legally binding agreement between you and Relendi. By accessing the Site, creating an account, or using any part of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you must not access or use the Service. Creating an account requires your affirmative consent (e.g., by clicking "I Agree"), which forms a binding contract.

1.3 Changes to the Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Site and updating the "Effective Date" above. For registered users, we may also provide notice via email. Your continued use of the Service after such changes become effective constitutes your acceptance of the new Terms. It is your responsibility to review these Terms periodically.

ARTICLE 2: The Relendi Service

2.1 Service Description

The Service is an online marketplace that connects participants in commercial real estate and other financial transactions, including but not limited to borrowers, brokers, and lenders ("Participants"). The Service provides tools to facilitate the sharing of information, analysis of potential deals, and connection between Participants. Relendi is a neutral facilitator and technology provider; we are not a party to any transaction between Participants.

2.2 Role of Relendi

You explicitly acknowledge that Relendi is not a lender, broker, financial advisor, or credit reporting agency. We do not make loans, issue commitments, make credit decisions, or provide financial, legal, or tax advice. Any information, analysis, or recommendations generated by the Service are for informational purposes only and do not constitute an offer of credit or a recommendation to enter into any transaction. All decisions to offer, accept, or deny a loan or other financial product are made solely by the Participants.

2.3 Use of Artificial Intelligence (AI)

The Service utilizes artificial intelligence, including third-party models such as Anthropic's Claude API, to perform certain functions. These functions may include, but are not limited to, analyzing deal information, extracting data from uploaded documents using optical character recognition (OCR), and generating summaries or recommendations. By using the Service and submitting User Content (as defined below), you expressly consent to the processing of your data by these AI systems for the purpose of providing and improving the Service.

2.4 Service Availability

We will use commercially reasonable efforts to keep the Service operational. However, we do not guarantee that the Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Service. For any material modifications or suspensions that negatively impact your use of the Service, we will provide you with reasonable advance notice, except in the event of an emergency or security-related issue where immediate action is required.

ARTICLE 3: Eligibility and User Accounts

3.1 Eligibility

To use the Service, you must be at least 18 years of age and have the legal capacity to enter into a binding contract. The Service is intended for use by individuals and entities located within the United States. By using the Service, you represent and warrant that you meet these eligibility requirements.

3.2 Account Registration

To access certain features of the Service, you must register for an account. You agree to provide true, accurate, current, and complete information during the registration process and to update such information to keep it accurate and complete. You may not impersonate someone else or provide an email address other than your own.

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your account password and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. Relendi will not be liable for any loss or damage arising from your failure to comply with this section.

ARTICLE 4: User Content and Data

4.1 Definition of User Content

You may submit information, data, documents, text, and other materials to the Service ("User Content"). You acknowledge that User Content may include sensitive personal and financial information, such as Social Security Numbers (SSNs), tax identification numbers, personal financial statements, credit scores, income data, and property appraisals.

4.2 Your Responsibility for User Content

You are solely responsible for your User Content. You represent and warrant that you own or have all necessary rights, licenses, consents, and permissions to submit the User Content and to grant us the rights granted in these Terms. You further represent that your User Content is accurate, complete, and not misleading, and that its submission and use on the Service will not violate any applicable laws or infringe upon the rights of any third party.

4.3 License Grant to Relendi

By submitting User Content, you grant Relendi a limited, worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content. This license is granted solely for the purpose of providing, operating, securing, and improving the Service for you. For clarity, your User Content will not be used to train any of our proprietary or third-party artificial intelligence or machine learning models. The processing of your User Content by AI systems is limited to performing the specific functions of the Service for you during your active use and does not grant us any rights to use your data for model training or development. This license is transferable only in connection with a merger, acquisition, or sale of all or substantially all of our assets, and is necessary for processing by AI systems and facilitating connections between Participants as directed by you.

4.4 Consent to Data Sharing Between Participants

The core function of the Service is to connect Participants. When you use the Service to share your User Content with another Participant (for example, a broker sharing a borrower's deal package with a potential lender), you are expressly directing us to share that specific User Content with that specific Participant. You acknowledge that once shared, the receiving Participant's use of your data will be governed by their own privacy policies and any agreements between you and them. Relendi is not responsible for the actions of other Participants.

4.5 Right to Remove Content

We have no obligation to screen or monitor User Content. However, we reserve the right to remove or disable access to any User Content for any or no reason, including if we believe it violates these Terms or any applicable law.

ARTICLE 5: Acceptable Use Policy

5.1 Prohibited Conduct

You agree not to use the Service to: (a) upload or transmit any content that is unlawful, fraudulent, defamatory, obscene, or that infringes on the rights of any third party; (b) submit false, inaccurate, or misleading information, including in any loan application or financial document; (c) engage in any activity that would violate any applicable federal, state, or local law, including but not limited to anti-money laundering (AML), consumer protection, and fair lending laws; (d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (e) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (f) attempt to gain unauthorized access to the Service, other user accounts, or our computer systems; (g) use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission; or (h) reverse engineer, decompile, or disassemble any portion of the Service.

ARTICLE 6: Intellectual Property

6.1 Relendi's Intellectual Property

The Service and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Relendi Inc., its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You are granted a limited, non-exclusive, non-transferable license to access and use the Service for your internal business purposes in accordance with these Terms.

6.2 Trademarks

The Relendi name, the Relendi logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Relendi Inc. or its affiliates or licensors. You must not use such marks without our prior written permission.

6.3 Copyright Infringement (DMCA Policy)

We respect the intellectual property rights of others. If you believe that any User Content or other material on the Service infringes your copyright, please send a notice of copyright infringement to our designated agent with the information required by the Digital Millennium Copyright Act (DMCA). Our designated agent for notice of alleged copyright infringement is: Copyright Agent, Relendi Inc., 1 World Trade Center, Suite 8500, New York, NY 10007, email: legal@relendi.com. We will respond to notices of alleged copyright infringement that comply with applicable law.

ARTICLE 7: Third-Party Services and Links

7.1 Third-Party Services

The Service integrates with or relies upon various third-party services, including but not limited to Amazon Web Services (AWS) for hosting and authentication, MongoDB Atlas for database management, and Anthropic for AI processing. Your use of the Service constitutes your acknowledgment that we rely on these third-party providers. Their services are governed by their own terms and privacy policies, and we are not responsible for their performance, security, or practices.

7.2 Links to Other Websites

The Service may contain links to third-party websites or resources, such as government APIs (e.g., Census, FRED, FEMA, EPA). We provide these links only as a convenience and are not responsible for the content, products, or services on or available from those websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

ARTICLE 8: Regulatory Compliance and Disclosures

8.1 Compliance Framework

Relendi is committed to operating its platform in a manner that supports our users' compliance with applicable laws and regulations, including the Gramm-Leach-Bliley Act (GLBA), Home Mortgage Disclosure Act (HMDA), Equal Credit Opportunity Act (ECOA), Bank Secrecy Act/Anti-Money Laundering (BSA/AML) regulations, the Fair Credit Reporting Act (FCRA), and the CAN-SPAM Act. We implement security measures, such as field-level encryption for sensitive data, designed to protect information in accordance with industry standards.

8.2 Important Disclosures

You acknowledge and agree that: (a) Relendi is a technology platform, not a regulated financial institution in the context of making credit decisions; (b) The responsibility for compliance with laws such as ECOA, HMDA, and TILA rests with the Participants who are lenders or brokers, not with Relendi; (c) Any information provided by the Service is not a "consumer report" as defined by the FCRA; and (d) You are responsible for ensuring your use of the Service and your User Content complies with all applicable laws.

ARTICLE 9: Disclaimers of Warranties and Limitation of Liability

9.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER RELENDI NOR ANY PERSON ASSOCIATED WITH RELENDI MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, RELENDI DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RELENDI HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

9.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL RELENDI, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

9.3 Liability Cap

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF RELENDI AND ITS AFFILIATES EXCEED THE GREATER OF FIFTY THOUSAND U.S. DOLLARS ($50,000.00) OR THE TOTAL FEES YOU HAVE PAID TO RELENDI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS IN THIS ARTICLE 9 SHALL NOT APPLY TO LIABILITIES ARISING FROM RELENDI'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF OUR CONFIDENTIALITY OBLIGATIONS. THE LIMITATIONS IN THIS SECTION ALSO DO NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

ARTICLE 10: Indemnification

10.1 Your Indemnity Obligation

You agree to defend, indemnify, and hold harmless Relendi, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Service, including, but not limited to, your User Content, any use of the Service's content, services, and products other than as expressly authorized in these Terms, or your violation of any law or the rights of a third party.

ARTICLE 11: Term and Termination

11.1 Termination by You

You may terminate your account and these Terms at any time by using the account deletion feature within the Service or by contacting us at support@relendi.com. Upon termination, your right to use the Service will immediately cease.

11.2 Termination by Relendi

We may suspend or terminate your account and access to the Service for cause, including a material breach of these Terms. We will provide you with reasonable notice and an opportunity to cure the breach, unless we determine in good faith that your conduct is illegal, fraudulent, or poses an immediate risk to the Service or other users, in which case termination or suspension may be immediate. Reasons for termination for cause are limited to your material breach of these Terms (including the Acceptable Use Policy), prolonged inactivity, or your engagement in illegal or fraudulent activity.

11.3 Effect of Termination and Data Deletion

Upon termination of your account, we will take steps to delete your User Content from our active databases within a commercially reasonable period. You may also request deletion of your data by contacting us. Please note that we may be required to retain certain information for legal, regulatory, or security purposes, such as to comply with our obligations under BSA/AML regulations or for audit trails. We may also retain anonymized or aggregated data. The following sections will survive termination: User Content and Data (for retained data), Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions.

ARTICLE 12: Dispute Resolution

12.1 Governing Law

All matters relating to the Service and these Terms, and any dispute or claim arising therefrom or related thereto, shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule.

12.2 Informal Dispute Resolution

We are committed to resolving disputes with our users amicably. Before filing a formal claim, you agree to try to resolve the dispute informally by contacting us at legal@relendi.com. We will try to resolve the dispute by contacting you via email. If a dispute is not resolved within 60 days of submission, you or Relendi may bring a formal proceeding.

12.3 Binding Arbitration

You and Relendi agree to resolve any claims relating to these Terms or the Service through final and binding arbitration, except as set forth under 'Exceptions to Agreement to Arbitrate' below. The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be held in New York, New York, or any other location we agree to.

12.4 Class Action Waiver

YOU AND RELENDI AGREE THAT EACH 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 OR REPRESENTATIVE PROCEEDING. Further, unless both you and Relendi agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

12.5 Exceptions to Agreement to Arbitrate

Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, or intellectual property infringement, without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in New York County, New York to resolve your claim.

ARTICLE 13: General Provisions

13.1 Entire Agreement

These Terms and our Privacy Policy, which includes specific disclosures for residents of jurisdictions like California under the CCPA/CPRA, constitute the sole and entire agreement between you and Relendi Inc. regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

13.2 Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

13.3 No Waiver

No waiver by Relendi of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Relendi to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

13.4 Contact Information

All feedback, comments, requests for technical support, and other communications relating to the Service should be directed to: Relendi Inc., 1 World Trade Center, Suite 8500, New York, NY 10007, or by email to support@relendi.com.

ARTICLE 14: Fees and Payment

14.1 Subscription Fees

Certain features of the Service may be provided on a paid subscription basis ("Subscription"). You agree to pay Relendi the subscription fees ("Fees") for the term you select in accordance with the pricing posted on the Site. All Fees are quoted in U.S. Dollars and are non-refundable, except as required by law or as specified in these Terms. If we terminate your Subscription without cause, or if you terminate for our uncured material breach, you will be entitled to a pro-rata refund of any prepaid, unused Fees.

14.2 Billing and Automatic Renewal

You must provide a valid payment method. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS EQUAL TO YOUR INITIAL SUBSCRIPTION TERM, UNLESS YOU CANCEL PRIOR TO THE RENEWAL DATE. We will notify you by email a reasonable time before your subscription renews. You authorize us to charge your payment method for the renewal term. You may cancel auto-renewal at any time through your account settings or by contacting us.

14.3 Price Changes

We reserve the right to change our Fees. We will provide you with at least 30 days' advance notice of any price changes. Your continued use of the Service after the price change constitutes your agreement to pay the new Fee.