Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") constitute a legally binding agreement between you, the institution you represent, and Fence and Ledger, Inc. ("Fence and Ledger," "we," "us," or "our") governing your access to and use of the Fence and Ledger platform, website, and related services (collectively, the "Platform"). By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Platform.

2. Eligibility and Membership

The Platform is available only to approved members. Membership is granted at the institutional level following a compliance review conducted by Fence and Ledger. By applying for membership, you represent and warrant that: (a) you are authorized to bind the institution you represent; (b) the information provided in your application is accurate, current, and complete; (c) your institution is duly organized, validly existing, and in good standing under applicable law; and (d) your institution holds all licenses and registrations required to engage in commercial lending activity in its jurisdiction of operation.

Fence and Ledger reserves the right to approve, decline, suspend, or revoke membership at its sole discretion and without obligation to disclose the specific reasons for any such decision. Approval of a membership application does not constitute an endorsement of any member institution by Fence and Ledger.

3. Platform Use

Members may use the Platform to list commercial loan opportunities, browse available opportunities, request access to deal documentation, communicate with counterparties, and record completed transactions. All use of the Platform is subject to these Terms, the Acceptable Use Policy, and any additional policies published on the Platform.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify Fence and Ledger immediately of any unauthorized use of your account or any other security breach.

4. Deal Listings and Content

Members who list deal opportunities on the Platform retain ownership of the content they submit. By submitting content to the Platform, you grant Fence and Ledger a limited, non-exclusive license to display, transmit, and store such content solely for the purpose of operating the Platform and providing services to members. You represent and warrant that you have the right to submit all content you provide and that such content does not violate any applicable law, regulation, or third-party right.

Fence and Ledger does not verify, endorse, or guarantee the accuracy, completeness, or quality of any deal listing, document, or other content submitted by members. Each member is solely responsible for conducting its own due diligence on any opportunity.

5. Fees and Payment

Membership fees are charged in accordance with the tier selected by the member at the time of onboarding. Current pricing is available on the Pricing page. Fence and Ledger reserves the right to modify pricing with 30 days' written notice to affected members. All fees are non-refundable except as expressly provided in a separate written agreement.

6. Intellectual Property

The Platform, including its design, code, features, documentation, and branding, is owned by Fence and Ledger and is protected by applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Platform other than the limited right to use it in accordance with these Terms. The Fence and Ledger name, logo, and related marks are trademarks of Fence and Ledger, Inc. and may not be used without prior written consent.

7. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FENCE AND LEDGER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

FENCE AND LEDGER IS NOT A BANK, LENDER, BROKER, INVESTMENT ADVISOR, OR FIDUCIARY. THE PLATFORM DOES NOT PROVIDE LEGAL, FINANCIAL, TAX, OR REGULATORY ADVICE. MEMBERS ARE SOLELY RESPONSIBLE FOR THEIR OWN DECISIONS REGARDING ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE PLATFORM.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FENCE AND LEDGER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY. FENCE AND LEDGER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO FENCE AND LEDGER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless Fence and Ledger, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) any content you submit to the Platform; or (d) your violation of any applicable law or regulation.

10. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising out of or related to these Terms or the Platform shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware. Each party shall bear its own costs and attorneys' fees.

11. Modifications

Fence and Ledger reserves the right to modify these Terms at any time. Material changes will be communicated to members via email or through a notice on the Platform at least 15 days before they take effect. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms.

12. Termination

Either party may terminate your membership at any time. You may terminate by providing written notice to Fence and Ledger. Fence and Ledger may terminate or suspend your access immediately if you breach these Terms or if your institution's standing changes materially. Upon termination, your access to the Platform will be revoked. Provisions that by their nature should survive termination will remain in effect, including Sections 6, 7, 8, 9, and 10.

13. Contact

Questions about these Terms should be directed to legal@fenceandledger.com or through the Contact page.