Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you and Sylvent Corporation (“Sylvent,” “we,” “us” or “our”), a Delaware corporation located at 131 Continental Drive, Suite 301, Newark, DE 19713, USA. They govern your access to and use of our website, software, APIs and related services (the “Services”). By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

1. Eligibility & Business Use

The Services are intended for businesses and the individuals authorized to act on their behalf. You represent that you are at least 18 years old and have authority to bind the organization you represent. Where a separate written agreement or order form (a “Service Agreement”) is signed between Sylvent and a customer, that Service Agreement governs the provision of the Services and controls in the event of any conflict with these Terms.

2. The Services

Sylvent provides business-to-business software and data infrastructure that helps lenders and financial institutions run online origination, enrichment, scoring and related workflows. Sylvent is not a lender, does not originate loans, does not provide credit, legal, tax or investment advice, and does not make lending decisions. All credit and lending decisions are made solely by the relevant lender using its own policies.

3. Accounts & Access

You are responsible for maintaining the confidentiality of any credentials, for all activity under your account, and for ensuring that your authorized users comply with these Terms. Notify us promptly of any unauthorized use.

4. Acceptable Use

You agree not to:

• use the Services unlawfully or in violation of any applicable regulation;
• infringe intellectual-property or privacy rights, or submit data you lack the right to submit;
• attempt to gain unauthorized access to, disrupt, or reverse-engineer the Services;
• introduce malware, or use the Services to send unsolicited communications;
• resell, sublicense or provide the Services to third parties except as expressly permitted.

5. Customer Data & Responsibilities

You retain ownership of the data you or your users submit (“Customer Data”). You grant Sylvent a limited license to host, process and use Customer Data to provide and improve the Services and as permitted by the applicable Service Agreement and our Privacy Policy. You are responsible for obtaining all necessary rights, consents and legal bases for the data you submit and for complying with all laws applicable to your use of the Services, including lending, consumer-protection and data-protection laws.

6. Intellectual Property

The Services, including all software, models, content, and the Sylvent name and marks, are owned by Sylvent or its licensors and are protected by law. Except for the limited right to use the Services under these Terms, no rights are granted to you. Feedback you provide may be used by us without restriction or obligation.

7. Fees

Fees, if any, are set out in the applicable Service Agreement or order form. Unless stated otherwise, fees are non-refundable and exclusive of taxes.

8. Third-Party Services

The Services may integrate with or rely on third-party services and data sources. We are not responsible for third-party services, and your use of them is subject to their own terms.

9. Confidentiality

Each party may receive confidential information of the other and agrees to protect it and use it only to perform under these Terms, except where disclosure is required by law.

10. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SYLVENT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR THAT ANY SCORE, SIGNAL OR OUTPUT IS ACCURATE OR SUITABLE FOR ANY DECISION. OUTPUTS ARE DECISION-SUPPORT INPUTS ONLY.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA OR GOODWILL. SYLVENT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO SYLVENT FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (USD 100) IF NO AMOUNTS WERE PAID.

12. Indemnification

You will defend, indemnify and hold harmless Sylvent and its officers, directors and employees from claims, damages and expenses arising out of your Customer Data, your use of the Services, or your breach of these Terms or applicable law.

13. Term & Termination

These Terms apply while you use the Services. We may suspend or terminate access if you breach these Terms or to protect the Services. Provisions that by their nature should survive termination will survive.

14. Governing Law & Disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute not subject to arbitration, and waive any objection to venue there. You agree to first attempt to resolve any dispute informally by contacting us.

15. Changes to These Terms

We may update these Terms from time to time. Changes are effective when posted with a new “Last updated” date; your continued use of the Services constitutes acceptance.

16. Miscellaneous

These Terms (and any Service Agreement) are the entire agreement between the parties regarding the Services. If any provision is held unenforceable, the remaining provisions remain in effect. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control.

17. Contact

Sylvent Corporation — 131 Continental Drive, Suite 301, Newark, DE 19713, USA. info@sylvent.ink