This website (the “Site”) is owned and operated by Sallyport Commercial Finance (“Sallyport”). Throughout the Site, the terms “we”, “us”, and “our” refer to Sallyport. Sallyport offers this Site, including all information, tools, and services available from this Site to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated herein.

The following terms and conditions (the “Terms”) apply to the Site, applications, and other content and services that are linked to these Terms (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms, including any additional terms, conditions, and policies referenced herein and/or made available by hyperlink. If you do not agree to these Terms, you are not authorized to access or use our Services and must immediately stop using our Services.

We reserve the right to update, change, or replace any part of these Terms by posting updates and/or changes to our Site. It is your responsibility to check this page periodically for amendments. You can review the most current version of the Terms at any time on this page. When we make any material updates or amendments to our Terms, we will provide advance email notice, at least one week ahead of posting the updated Terms, to those who have created an account on our Site. Your access to or use of our Services after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended Terms. No supplement, modification or amendment to these Terms and no waiver of any provision shall be binding on Sallyport unless executed by Sallyport in writing.

1. General Conditions

• By accessing or using our Services, you represent and warrant that you are at least the age of majority in your province/state of residence. Any access to, or use of, the Services by anyone under the age of majority in their province/state is expressly prohibited.

• You agree not to reproduce, duplicate, copy, sell, resell, or exploit the Services, or any portion of the Services, without express written permission by us.

• You may not use our Services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction including but not limited to copyright laws.

• You must not transmit any worms or viruses or any code of a destructive nature on or through the Services.

2. Services Description

• Sallyport provides a range of custom financing solutions to organizations that need working capital to finance growth. Sallyport provides funding across various accounts receivable financing and asset-based finance products and services including invoice factoring, asset-based loans, export finance and purchase order financing.

All California facilities made or arranged pursuant to a California Finance Lenders Law License; CA License #60DBO44772.

3. Account Information.

• To access the Services, users must create an account on the Sallyport Site. By creating an account on the Sallyport Site, you represent and warrant that the information you provide to Sallyport is true, accurate, complete and current. During registration, we will ask you for information including your name and other personal information. Any personal information you provide in connection with your account will be collected, used, and disclosed in accordance with our Privacy Policy.
• You are fully responsible for all activity that occurs under your Sallyport account, including for any actions taken by persons to whom you have granted access to your Sallyport account.
• Sallyport reserves the right to terminate or suspend your account where we believe that a breach or violation of these Terms has occurred.

4. Personal Information.

• You acknowledge and agree that by providing Sallyport with your personal information, you consent to the collection, use, and disclosure of such information in accordance with our Privacy Policy, or for the purposes identified to you at the time you provide the personal information. To view our Privacy Policy, please visit the following hyperlink: [insert link]. If you do not consent to the terms and conditions of our Privacy Policy, please do not provide your personal information.

5. Ownership

• All Sallyport Intellectual Property (defined below) is protected pursuant to copyright, trademark, patent, and other applicable laws. “Sallyport Intellectual Property” means all Sallyport websites, applications, tools, domain names, trademarks, trade names, and all data, content, graphics, forms, artwork, images, photographs, functional components, any software and documentation, and other material on, or made available through the Site or Services.
• Under no circumstances will you have any rights of any kind in or to the Sallyport Intellectual Property, other than the right to use the Sallyport Intellectual Property in accordance with these Terms. You may not reproduce, modify, copy, use, distribute, market, download, or otherwise exploit Sallyport Intellectual Property, or any portion thereof, without express written permission by us.
• You may submit comments or ideas about the Services (“Idea”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation and that we are free to use the Idea without any additional compensation to you, and/or disclose the Idea on a non-confidential basis or otherwise to anyone.

6. Accuracy, Completeness, and Timeliness of Information.

• We are not responsible if information made available on our Site or through our Services is not accurate, complete, or current.
• The material on this Site and through our Services is provided for general information purposes only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on this Site or through our Services is at your own risk.

7. Optional Tools.

• We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
• You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
• Any use by you of optional tools offered through the Services is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
• We may also, in the future, offer new features through the Services (including, the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms.

8. Third Party Links.

• Third party links on this Site may direct you to third party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy of these third party websites, and we do not warrant and will not have any liability or responsibility for any third party materials or websites, or for any other materials, products, or services of third parties, including information, data, opinions, advice or statements contained at such third party websites.
• We are not liable for any harm or damages related to the purchase or use of goods, products, services, resources, content, or any other transactions made in connection with any third party websites. We do not recommend or endorse any of the content, including without limitation any hyperlinks to or content found, on other websites. We encourage you to carefully review the third party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third party products should be directed to the third party.

9. Prohibited Uses.

• In addition to other prohibitions as set forth in these Terms, you are prohibited from using the Site or Services:

1. for any unlawful purpose;
2. to solicit others to perform or participate in any unlawful acts;
3. to violate any international, federal, or provincial regulations, rules, laws, or local ordinances;
4. to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
5. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or other enumerated grounds of discrimination;
6. to submit false or misleading information;
7. to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site or of any related website, other websites, or the Internet;
8. to collect or track the personal information of others;
9. to spam, phish, pharm, pretext, spider, crawl, or scrape the content for any purpose, including without limitation: compiling an internal database, redistributing or reproduction of the content by the press or media or through any commercial network, cable or satellite system;
10. for any obscene or immoral purpose;
11. to send spam or commercial electronic messages; and
12. to interfere with our Site’s network or attempt to circumvent the security features of the Site or any related website, other websites, or the Internet.
    • You agree not to create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the content, the Services in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise.
    • You acknowledge and agree that the unauthorized use of the Services could cause irreparable harm to Sallyport and that in the event of such unauthorized use, Sallyport shall be entitled to an injunction in addition to any other remedies available at law or in equity.
13. Disclaimers

• Availability of the Services. We do not guarantee, represent, or warrant that the Services will (a) be uninterrupted, timely, secure, or error-free; (b) that the Services will be available at any particular time or location; (c) that any defects or errors will be corrected; (d) that the Services or the server that makes it available will be free of viruses or other harmful components; or (e) the results of using the Services will meet your expectations. We will not be held responsible for the security of the Services or for any disruption of the Services however caused, loss of or corruption of any material in transit, or loss of or corruption of material or data when downloaded onto any computer system. You agree that from time to time we may remove the Services for indefinite periods of time or cancel the Services at any time, without notice to you.
• Warranties. You expressly agree that your use of, or inability to use, the Services are at your sole risk and you assume responsibility for any costs associated with your use of our Services. All products and Services are provided “as is” and “as available” for your use, without any representation, warranties, or conditions of any kind, either express or implied, statutory or otherwise, including all implied warranties or conditions as to accuracy, completeness, reliability, legality, suitability, privacy, quality, usefulness, merchantability, fitness for a particular purpose, durability, title, and non-infringement.

11. Limitations on Liability

• To the maximum extent permitted by law, in no event shall Sallyport, its affiliates, agents, contractors, suppliers, service providers, licensors, or their respective directors, officers or employees be liable for: (i) any indirect, consequential, incidental, exemplary, punitive, aggravated, economic, or special damages; or (ii) for any damages, whether direct, indirect, consequential, incidental, exemplary, punitive, aggravated, economic or special, characterized as lost revenue, loss of use, lost savings or revenue, or lost profits, whether based on contract, tort (including negligence), or other legal or equitable basis, including without limitation damages for harm to business, loss of information or data, loss of goodwill, or other economic loss, arising from, or in connection with, your use of any of the Services, including any errors or omissions in Site content, or any loss or damage of any kind incurred as a result of the Services, or otherwise made available via the Site, even if Sallyport has been advised of the possibility of such damages in advance.
• Sallyport will not be responsible for any damages you or any third-party may suffer as a result of the transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize Sallyport to make, or for any errors or any changes made to any transmitted, stored or received information. You are solely responsible for the retrieval and use of the content. You should apply your own judgment in making any use of any content, including, without limitation, the use of the information as the basis for any conclusions.
• In no event shall Sallyport, its affiliates, agents, contractors, suppliers, service providers, licensors, or their respective directors, officers or employees be liable for damages or losses resulting from: viruses, data corruption, failed messages, transmission errors or problems; telecommunications service providers; links to third-party web sites; the internet backbone; personal injury; third-party content, products or Services; damages or losses caused by you, or your respective employees, agents or subcontractors; loss of use or lack of availability of facilities including computer resources, routers and stored data; the use or inability to use this Site or the content; any other web site accessed to or from this Site; or events beyond the reasonable control of Sallyport, even if Sallyport or any of its lawful agents, or employees have been advised of the possibility of such damages or claim.
• Sallyport assumes no obligation to update the content on this Site. The content on this Site may be changed without notice to you. You agree that it is your responsibility to monitor changes to our Site. Sallyport is not responsible for any content or information that you may find undesirable or objectionable. Sallyport disclaims any liability for unauthorized use or reproduction of any portion of the Site. Accessing the content from territories where it may be illegal is prohibited.
• The maximum aggregate liability of Sallyport, its affiliates, agents, contractors, suppliers, service providers, licensors, suppliers and their respective directors, officers and employees under these Terms in contract or tort (including negligence), as a result of a breach of warranty, strict liability, indemnity, or under any other theory of liability whatsoever, shall be limited to direct damages in an amount equal to the lesser of: (a) the amount paid by you, if applicable, giving rise to liability under these Terms; and (b) $300 (three hundred dollars).

12. Indemnification.

• You agree to indemnify, defend, and hold harmless Sallyport, its affiliates, agents, contractors, suppliers, service providers, licensors and their respective directors, officers or employees, against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by Sallyport directly or indirectly in respect of: (a) your breach of these Terms or the policies they incorporate by reference; (b) your violation of any applicable laws or the rights of a third party; (c) any information or other content you provide on or through this Site or by email or other correspondence; or (d) your use or misuse of the content on this Site or through our Services, including without limitation infringement claims.

13. Restriction of Access.

• Sallyport may restrict your ability to use the Services for failure to comply with these Terms, for providing Sallyport with untrue or inaccurate information about yourself, for infringement upon Sallyport’s proprietary rights, or for any other reason whatsoever or for no reason.
• If we terminate your account and/or access to the Services (or any portion of the Services) you may not try to access the Services again without Sallyport’s prior written approval.

14. Communications
    • You consent to accept and receive communications from us, including email, text messages, calls. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you. You may opt-out of receiving communications by following the unsubscribe options we provide to you in those communications. You acknowledge that opting out of receiving communications may impact your use of the Services.

15. Governing Law
    • If you are a resident of United States, these Terms shall be governed by and construed in accordance with the laws of the State of Texas and the applicable United States federal law and shall be treated in all aspects as a Texas contract. You consent and attorn to the exclusive jurisdiction of the courts located in the City of Houston and in the State of Texas.
    • If you are not a resident of United States, these Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable Canadian federal law and shall be treated in all respects as an Ontario contract. You consent and attorn to the exclusive jurisdiction of the courts located in the City of Toronto and in the Province of Ontario.
    • We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act Ontario as amended, replaced or re-enacted from time to time. You agree to waive any right you may have to: (a) a trial by jury; and (b) commence or participate in any class action against Sallyport and where applicable, you also agree to opt out of any class proceedings against Sallyport or its licensors. For the purpose of this provision, reference to Sallyport also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well.

16. Miscellaneous

• The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
• These Terms are effective until terminated by Sallyport, with or without cause, in Sallyport’s sole and unfettered discretion. Sallyport may terminate these Terms without notice to you if you fail to comply with any of the Terms. Any such termination by Sallyport shall be in addition to and without prejudice to such rights and remedies as may be available to Sallyport, including injunction and other equitable remedies. Sections 1 (General Conditions), 4 (Personal Information), 5 (Ownership), 6 (Accuracy, Completeness and Timeliness of Information), 10 (Optional Tools), 8 (Third Party Links), 9 (Prohibited Uses), 10 (Disclaimers), 11 (Limitation on Liability), 12 (Indemnification), 14 (Communications), 15 (Governing Law), and 16 (Miscellaneous) shall survive the termination or expiry of these Terms.
• Any provision of these Terms which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of these Terms or affecting the legality, validity or enforceability of such provision in any other jurisdiction.
• No waiver of any of the provisions of these Terms shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
• Entire Agreement. These Terms and any policies or operating rules posted by us on this Site constitutes the entire agreement and understanding between you and us and governs your use of the Site and Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms).
• Language. We require that these Terms and all related documents be drawn up in English only. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
• These Terms shall enure to the benefit of and be binding upon each party and our respective successors and permitted assigns.
• Contact Information. Questions about the Terms should be sent to us at inquiries@sallyportcf.com.
• You acknowledge having read these Terms before accepting them and have the authority to accept these Terms.

Sallyport Commercial Finance

Inquiries@SallyportCF.com

U.S. —14100 Southwest FWY, Ste. #210 Sugar Land, TX 77478

Canada —2233 Argentia Road, East Tower, Suite 302, Mississauga, L5N 2X7, ON, Canada