TERMS OF USE

1. Acceptance of Terms

Synply, Inc. (“Synply,” “we,” “our,” or “us”) operate the https://synply.io/ website ( “Site”) and provide platform services for syndicated lending and portfolio management (“Platform Services,” together with the Site, collectively, the “Services”).

These Website Terms of Use (“Terms”) are important and affect your legal rights, so please read them carefully.

Please note that by clicking on the “I ACCEPT” button or accessing, visiting or using the Site, you are accepting, consenting, and agreeing to be bound by these Terms and all of the terms incorporated herein by reference. These Terms may change from time to time. Except to the extent that your express consent to any revised Terms is required under data protection law, your continued use of the Site after we make changes is deemed to be an acceptance of those changes, so please check these Terms periodically for updates. You can determine when we last updated the Site by referred to the “Last Updated” legend at the top of these Terms. If you do not agree to the revised Terms, you may not access or use the Site.

By accepting these Terms, you represent that you are 18 years of age or older and that, if you have accepted these Terms on behalf of any person or entity, you represent that you have legal authority to do so and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms.

IF YOU DO NOT AGREE TO EVERY PROVISION OF THESE TERMS, YOU MAY NOT, AND WE DO NOT AUTHORIZE YOU TO, ACCESS OR USE THE SITE OR ANY FEATURES PROVIDED ON THE SITE.

By accessing, visiting or using the Site, you represent and warrant that you have not been previously suspended or removed from the Site, or engaged in any activity that could result in suspension or removal from the Site.

2. Platform Services

This section applies to Customers and Participating Users (as defined below). If you only use our public Site, this Section 2 does not apply to you.

The Platform Services allow a Synply customer (“Customer”), as the lead lender in a syndicated loan or other transaction (each, an “Opportunity”), to invite third party banks, institutions, or other persons involved in the Opportunity (each, a “Participating User”) to access certain features of the Platform Services relating to the Opportunity. If you have been invited to the Platform Services as a Participating User, you have been so invited by our Customer. By accepting the invitation to the Platform Services, you are accepting, consenting, and agreeing to be bound by these Terms and all of the terms incorporated herein by reference.

You have been authorized to access, view, share or transmit certain of Customer’s confidential documents or a Participating User’s confidential documents or other materials such as the text of, or attachments to, a publication or comment (the “Documents”) contained on this Site for an Opportunity. Access to and use of this Site and the Documents, information, materials and services available through the Services are subject to applicable laws and regulations and these Terms. If you access, view, share or transmit certain Documents, you may be subject to additional or different use, disclosure, and confidentiality obligations not set forth in these Terms, and separately negotiated between the Customer and Participating User. We do not claim any ownership interest in the Documents, and the Customer is solely responsible and liable for all Documents that it transmits in connection with the Services. Regardless of whether a Customer and the applicable Participating User have entered into a confidentiality or non-disclosure agreement, Synply and its representatives may, without liability to Customer or breach of any agreement between Customer and Synply, disclose Documents to Participating Users in accordance with the user access levels set forth in a separate agreement between Customer and Synply.

BY CLICKING ON THE “I ACCEPT” BUTTON, YOU INDICATE ACCEPTANCE OF THESE TERMS AND THE LIMITATION OF LIABILITY SET OUT HEREIN. SUCH ACCEPTANCE IS ON YOUR OWN BEHALF AND ON BEHALF OF ANY CORPORATE ENTITY THAT EMPLOYS YOU OR THAT, YOU REPRESENT IN CONNECTION WITH THE OPPORTUNITY (“CORPORATE LICENSEE”). IN THESE TERMS, “YOU” INCLUDES BOTH YOU INDIVIDUALLY AND ANY CORPORATE LICENSEE. IF, AFTER HAVING CAREFULLY READ THESE TERMS OF USE, YOU DO NOT ACCEPT THESE TERMS OF USE, YOU SHOULD EXIT THIS SITE IMMEDIATELY. BY CONTINUING TO USE THE SERVICES, YOU ARE BOUND BY THESE TERMS (AS VARIED FROM TIME TO TIME) FOR YOUR INITIAL USE AND ALL FUTURE USES OF THE SITE. YOUR ELECTRONIC ACCEPTANCE OF THESE TERMS OF USE HAS THE SAME EFFECT AS IF YOU PHYSICALLY SIGNED AN AGREEMENT WITH US.

Synply grants you a non-exclusive, non-sublicensable, terminable, revocable, non-transferable license (the “License”) to access the Site solely to upload, access, share, email, post, publish, transmit or otherwise make available and view the Documents for the purposes of the Opportunity and use Platform Services made available to you through the Site. In consideration of the grant of the License, you represent and warrant that you will access and use the Platform Services only for Opportunity(ies) you are authorized to access and in accordance with these Terms. You will not attempt to access other Opportunities that you are not authorized to access, nor other Synply information that you are not authorized to access. The License and your log-on data (“Password” and “E-mail ID”) are only granted to the individual accepting these Terms and may not be shared with anyone else. You also agree that you will neither register nor use any E-mail ID for group purposes or as a role account (nor permit the same). Synply may block access to the Platform Services without notice for any E-mail ID used for group purposes or as a role account. You agree to take all reasonable and prudent steps not to let any other person learn or use the E-mail ID or Password assigned to you except Synply customer support staff as necessary and will promptly notify Synply if you become aware of another individual learning of or using your E-mail ID or Password. You may be required to download and/or install additional software (e.g., certain software plug-ins or software applications) in order to access certain data on the Platform Services.

3. Registration and Electronic Communication

In order to access and use certain areas or features of the Site or the Platform Services, you will need to register for an account or use the single sign-on authentication feature. Each registration is for single user only.

By creating an account, you agree to (a) provide accurate, current and complete account information, (b) maintain and promptly update, as necessary, your account information, (c) maintain the security of your account credentials, (d) be responsible for the acts or omissions of any third party who has authority to access or use the Site on your behalf, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Site or your account. Any changes to your registration information may be made by sending such changes to help@synply.io. If you provide information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Site.

By creating an account, you also consent to receive electronic communications from Synply (e.g., via email or by posting notices to the Site). These communications may include notices about your account (e.g., password changes) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.

4. License to Access and Use the Site and Content

Except for the Documents (which are solely owned or licensed by Customer or Participating User), unless otherwise indicated in writing by us, the Site and all content and other materials contained therein, including, without limitation, the Synply logo and all designs, text, graphics, pictures, information, data, software, User Content (as defined in Section 7), other files and the selection and arrangement thereof (collectively, “Content”) are the property of Synply or our licensors or users, as applicable, and are protected by U.S. and international copyright and other laws.

Subject to these Terms, you are hereby granted a personal, non-exclusive, non-transferable, non-sublicensable license to access and make personal, non-commercial use of the Site and Content. All rights not expressly granted herein are reserved. You do not acquire any ownership interest in the Site or Content under these Terms, or any other rights thereto other than to use the Site in accordance with the license granted, and subject to all terms, conditions and restrictions of these Terms.

However, such license is subject to these Terms and does not include any right to, and you shall not, directly or indirectly: (a) sell, resell or use commercially the Site or Content, (b) distribute, publicly perform or publicly display any Content, (c) modify or otherwise make any derivative uses of the Site or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Site or Content, except as expressly permitted by us, (f) use the Site to stalk, threaten, or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (g) interfere with the Site or servers or networks used in connection with the Site; or (h) use the Site or Content other than for their intended purposes.

Any use of the Site or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Synply or any third party, whether by estoppel, implication or otherwise. This license is revocable at any time.

You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Content.

5. Trademarks

The Synply logo, and any other Synply product or service names, trademarks, logos, or other indicia (“Marks”) that may appear on the Site are the property of Synply or its subsidiaries, affiliates or third parties, and may not be copied, imitated or used, in whole or in part, without our prior written permission. Nothing contained in the Site shall be construed as granting, by implication or otherwise, any license or right to use any such Mark without the prior written permission of Synply or such third party that may own such Mark. Your misuse of any such Mark, or any other Content, is strictly prohibited.

6. Privacy Policy

Your use of the Site is also governed by Synply’s Privacy Policy located at https://www.synply.io/privacy, which explains how we collect, use, and disclose your personal information. By using the Site, you consent to all actions taken by us with respect to your information in accordance with Synply’s Privacy Policy.

7. User Content

You are solely responsible and liable for all data, information and other materials, including any Documents (“User Content”) that you submit, upload, post, e-mail or otherwise transmit (“Transmit”) in connection with the Services. You represent and warrant that you have all necessary rights in and to such User Content and that the User Content may be provided for the uses permitted under these Terms. In addition, we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third party of information made public through the Services. IF YOU CHOOSE TO SUBMIT TO US, OR OTHERWISE MAKE ANY USER CONTENT PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND WE SHALL HAVE NO LIABILITY THEREFOR.

You agree that you will not, and will not permit anyone else to, directly or indirectly:

• Transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy or racially, ethnically or otherwise objectionable;
• Transmit any User Content: (a) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (b) that infringes any patent, copyright, trademark or other intellectual property right or misappropriates any trade secret or right of privacy of any third-party; (c) that constitutes unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) that contains any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data;
• Forge headers or otherwise manipulate identifiers in order to disguise any User Content Transmitted through the Services.

Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense.

8. Rights in User Content and Documents

We do not claim any ownership interest in your User Content or Documents.

However, by uploading, posting or submitting User Content to the Site or to our pages or feeds on third party social media platforms (e.g., Synply’s LinkedIn page), you hereby grant Synply a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content (excluding Documents), in whole or in part, in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes, however, Synply will only share personal information that you provide in accordance with our Privacy Policy located at https://www.synply.io/privacy. You confirm and warrant that you have the required authority to grant the above license to Synply.

You acknowledge and agree that Synply may disclose or use any User Content that you Transmit for purposes that include, but are not limited to: (a) enforcing these Terms; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the rights or property of Synply, its customers or the public.

9. Feedback

Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, original or creative materials or other information about Synply or the Site (collectively, “Feedback”). Feedback is non-confidential, and to the maximum extent permitted under applicable law, Synply shall have the non-exclusive right to use, in any manner and for any purpose, all such Feedback, without limitation, all intellectual property rights in and to such Feedback, and Synply shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

10. Links to Other Sites

Our Site may contain links to other sites that are not operated by us. If you click a third-party link, you will be directed to that third party’s site. We have no control over and assume no responsibility for the content, privacy policies or practices of any third-party sites or services. Your choice to access a link to any other website is at your own risk, and you agree to comply with all terms and conditions relating to such websites. Synply reserves the right not to link, or to remove the link, to a particular website at any time.

11. Indemnification

You shall indemnify, hold harmless, and, at Synply’s option, defend Synply from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Synply resulting from any third-party claim, suit, action or proceeding relating to or arising from your use of the Site, any User Content that you Transmit to or through the Site, any Feedback you provide, any violation of these Terms by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Site or any of its features. You further agree that Synply shall have control of the defense or settlement of any third party claims, unless Synply exercises its option to require you to defend Synply. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Synply.

12. Disclaimers

THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SYNPLY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITE; (B) THE CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO THE SITE. IN ADDITION, SYNPLY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT ANY RESULTS WILL BE ACHIEVED, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

SYNPLY DOES NOT REPRESENT OR WARRANT THAT THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. SYNPLY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SITE IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. SYNPLY DOES NOT WARRANT THAT YOUR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND SYNPLY SPECIFICALLY DISCLAIMS SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS.

BY ACCESSING OR USING THE SITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE.

13. Limitation of Liability

a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY PARTY HAVE ANY LIABILITY HEREUNDER FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. NOTWITHSTANDING THE FOREGOING, THIS SECTION 12(A) WILL NOT APPLY TO YOUR INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 11.

b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SYNPLY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER ARISING UNDER STATUTE, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY) EXCEED THE AMOUNTS PAID TO SYNPLY FOR ANY PRODUCTS OR SERVICES IN THE NINETY (90) DAYS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM OR CAUSE OF ACTION AROSE.

14. Modifications to the Site

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Site (or any features or parts thereof) at any time.

15. Special Admonitions for International Use

This Site is hosted in the United States of America. If you are located outside of the United States of America and you contact us, please be advised that any information you provide to us will be transferred to the United States of America and that by submitting information, you explicitly authorize such transfer.

16. Termination

Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Site at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.

17. Governing Law and Jurisdiction

These Terms and any action related thereto will be governed by, construed, and interpreted in accordance with the laws of the State of North Carolina, USA, without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. You hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts sitting in New Hanover County, North Carolina, USA, which will be the sole forum regarding any actions, suits, or other legal proceedings relating to this Agreement. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO THESE TERMS.

18. Notice

All notices, demands or consents given by you related to these Terms must be:

• In writing and addressed to Synply at the following address: 1741 Tiburon Drive, Wilmington, NC 28403, USA;
• Marked “Attn: CEO”; and
• Delivered by nationally recognized overnight courier (g., FedEx) and will be deemed to have been properly given one (1) business day after the date sent.

Any notices to you may be made via email or postal mail to the address in Synply’s records or via posting on the Site. Please report any violation of these Terms to Synply at the contact above.

19. Severability

If any term, clause or provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then: (a) such invalidity or unenforceability will not affect the other terms, clauses or provisions of these Terms; and (b) such invalid or unenforceable term, clause or provision will be reformed as necessary to make it valid and enforceable, in a manner that most closely approximates the original intent of such provision.

20. Miscellaneous

The Site is controlled by Synply from its offices within the United States. Servers hosting data on the Site are located in the United States. Access to, or use of, this Site or information, materials, products and/or services on this Site may be prohibited by law in certain countries or jurisdictions. You are responsible for your compliance with any applicable laws of the country from which you are accessing the Site. These Terms constitute the entire agreement between you and Synply relating to your access to and use of the Site. If your company has a written agreement with Synply in place for the use of the Platform Services, the terms of such written agreement will prevail over any inconsistent terms of these Terms relating to the use of the Platform Services by you on behalf of your company. These Terms, and rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Synply. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Synply’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the you and Synply and are not intended to confer third party beneficiary rights upon any other person or entity.