Last Updated: May, 2026
Welcome to Lendware. These Terms of Service (“Terms”) govern all access to and use of the Lendware website located at https://lendware.ai or any successor URL (“Site”), any Lendware mobile application (“App”), and any other products and services provided by Lendware, Inc., a Delaware corporation, and its Affiliates (collectively, “Lendware,” “Company,” “we,” “our,” or “us”) (collectively, the “Services”).
Our Services are intended for businesses and professional users only, not for private, household, or consumer purposes. You must not access or use our Services unless: (a) you are acting in a business or professional capacity; (b) you accept these Terms on behalf of yourself and, as applicable, your entity or organization; and (c) if you are acting on behalf of an entity or organization, you are duly authorized to do so. If you access or use any Services, these Terms form a legally binding contract between Lendware and you and, as applicable, your entity or organization (collectively, “Customer,” “you,” or “your”).
The Terms will take precedence over any conflicting or inconsistent terms and conditions or information included in other materials, including promotional materials and mailers, on or relating to the Services. In the event of any inconsistency among these Terms, a Master Subscription Agreement, any applicable Data Processing Addendum, an applicable Order, and any policy incorporated by reference, the order of precedence will be: the applicable Order, then the Master Subscription Agreement, then the Data Processing Addendum solely with respect to its subject matter, then these Terms, then any policy incorporated by reference.
Lendware may modify these Terms at any time in our sole discretion by posting the modified Terms on the Services. Modifications become effective immediately upon your first access to or use of the Services after the “Last Updated” date at the top of these Terms. Your continued access to or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. Please regularly check the Site and/or App to view the current Terms. If you do not agree with the modifications, do not access or use the Services.
Capitalized terms will have the meanings set forth in this Section 1 or where they are first used.
“Affiliate” means an entity directly or indirectly Controlled by, Controlling, or under common Control with a Party, now or in the future. An entity will “Control” another entity when it owns more than 50% of the equity or other voting interests, or otherwise has primary management or operational responsibility.
“Change of Control” means one or more transactions whereby: (a) control of a Party is transferred; (b) all or substantially all of the Party’s assets or securities are acquired; or (c) the Party is merged or consolidated with another entity; provided that such Party’s equity owners immediately before the transaction will, immediately afterward, hold less than 50% voting power of the successor entity.
“Confidential Information” means all proprietary, nonpublic, or trade secret information disclosed in written, oral, electronic, or visual form that the disclosing Party, its Affiliates, or agents (each, “Disclosing Party”) provides to the receiving Party, its Affiliates, or agents (each, “Receiving Party”) and that the Disclosing Party designates as confidential or that should reasonably have been understood under the circumstances as confidential. The Services will be considered Lendware’s Confidential Information, whether or not marked as confidential. Customer Data and Customer-Controlled Data will be considered Customer’s Confidential Information, whether or not marked as confidential.
Confidential Information does not include information that: (a) was already lawfully known to the Receiving Party at the time of disclosure; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without confidentiality restrictions; (c) is, or through no fault of the Receiving Party becomes, generally available to the public; or (d) is independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information.
“Content” means data, text, graphics, audio, video, software, applications, files, links, communications, messages, call recordings, transcripts, summaries, and other information or materials.
“Customer Data” means all login credentials, Account Data, Content, Customer-Controlled Data, and other materials submitted or uploaded to the Services by Customer or Users, or otherwise provided to Lendware under these Terms. Customer Data excludes Usage Data.
“Customer-Controlled Data” means borrower, consumer, lead, prospect, referral partner, transaction, campaign, communication, CRM, loan application status, contact, and related data that Customer or Users upload, import, sync, generate, or otherwise process through the Services. Customer-Controlled Data is Customer Data.
“Data Processing Addendum” or “DPA” means any data processing addendum, service provider addendum, privacy addendum, or similar data protection terms entered into or incorporated by reference between Lendware and Customer governing Lendware’s processing of Customer-Controlled Data.
“Documentation” means the documentation provided or made available by Lendware to Customer describing the use and operation of the Services.
“Feedback” means any and all Customer or User suggestions regarding new features, functionality, performance, or improvement of the Services, including suggestions submitted through the Site, App, or Services.
“Intellectual Property Rights” means all patents, copyrights, trade secrets, trademarks and service marks, trade names, trade dress, goodwill and marketing rights related thereto, works of authorship, inventions, discoveries, improvements, enhancements, methods, processes, formulas, designs, techniques, derivative works, know-how, all other intellectual property or proprietary rights, whether registered or not, and equivalents or similar forms of protection existing worldwide, and all applications for and registrations of such rights.
“Messaging Policy” means Lendware’s then-current Messaging Policy, Communications Acceptable Use Policy, SMS Terms, or similar policy governing use of calling, texting, email, voicemail, campaign, and other communications features.
“Order” means a specification of Services to be provided or made available by Lendware and the associated fees or charges, as agreed by Lendware and Customer. Each Order is governed by these Terms and is incorporated into these Terms by reference. Each Order is entered into by Lendware and Customer either: (a) as a written document; or (b) electronically via Lendware’s online registration or ordering process.
“Security Incident” means a breach of security of the Services leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data or other Content in the possession or control of Lendware.
“Scoring Outputs” means any scores, rankings, segments, prioritization outputs, high-level signals, recommendations, analytics, insights, or similar outputs generated through Lendware Predict or any other scoring, predictive analytics, prioritization, recommendation, or similar feature of the Services.
“Taxes” means any applicable taxes, tax-like charges, tax-related charges and other charges or surcharges, including all excise, use, sales, value-added, and other fees, surcharges, and levies.
“Third Party Content” means any Content made available by a third party via the Services, including application functionality or data provided by a Lendware-contracted third party.
“Usage Data” means de-identified, anonymized, or aggregated data collected or generated by Lendware in connection with use, operation, support, security, performance, reliability, improvement, or analysis of the Services, provided that such data does not reasonably identify Customer, any User, any borrower, any consumer, any prospect, any referral partner, or any other individual.
“User” means any Customer employee, agent, contractor, or other individual or entity that accesses, or is authorized by Customer to access, the Services. A User is “authorized” when added to the Services even if the User is not activated for, or active in, any features of the Services. Any access or use of the Services by any User is considered access or use by Customer.
Subject to these Terms and any applicable Order, Lendware grants Customer, during the Term, a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to: (a) access and use the Services to the extent identified in an Order; and (b) use and reproduce the Documentation solely in connection with Customer’s authorized use of the Services.
Customer acknowledges and agrees that: (i) it does not acquire any rights, express or implied, in or to the Services except as specifically set forth in these Terms; and (ii) any configuration or deployment of the Services will not affect or diminish Lendware’s rights, title, and interest in and to the Services.
As between Lendware and Customer, Lendware owns all right, title, and interest in and to the Services, Documentation, Usage Data, Campaign Templates, Scoring Outputs generated by Lendware or its providers, and all related technology, software, algorithms, models, workflows, designs, interfaces, processes, templates, and Intellectual Property Rights, except for Customer Data and Customer-Controlled Data.
Lendware owns all Feedback, and Customer hereby assigns to Lendware all right, title, and interest in and to Feedback. Lendware may use Feedback for any purpose, including developing or improving features or functionality for the Services.
To access or use certain features and functionalities of the Services, Customer must register for an account (“Account”). In creating an Account, Customer agrees to: (a) provide true, accurate, current, and complete information (“Account Data”); and (b) maintain and promptly update Account Data to keep it true, accurate, current, and complete.
At Customer’s request, Lendware may agree to provide professional services that relate to the Services, including implementation, onboarding, configuration, training, data support, and advisory services (“Professional Services”). Professional Services will be provided: (a) for the Fees and on the terms described in the applicable Order; and (b) in a professional manner and in accordance with industry standard practices.
Customer will make available in a timely manner, at no charge to Lendware, all technical data, access credentials, computer facilities, programs, files, documentation, test data, sample output, customer personnel, and other information and resources reasonably required by Lendware to perform the Professional Services.
As part of the Services, Lendware may provide Customer with marketing campaign templates, including drip campaigns, workflow templates, suggested content, and related materials (“Campaign Templates”). Lendware grants Customer a limited, revocable, non-exclusive, non-sublicensable, royalty-free license to use the Campaign Templates solely for Customer’s internal business purposes in connection with its authorized use of the Services.
All Campaign Templates are provided on an “as-is” basis, without indemnification or support, and Lendware disclaims all warranties and conditions of any kind, whether express, implied, statutory, or otherwise.
Campaign Templates are not legal, regulatory, compliance, credit, underwriting, advertising, mortgage, tax, or accounting advice. Customer is solely responsible for reviewing, modifying, approving, and using Campaign Templates and Customer Campaigns in compliance with all applicable laws, regulations, industry rules, platform rules, and Customer policies.
Customer may modify and upload Content into Campaign Templates to create customizable campaigns (“Customer Campaigns”). Customer is solely responsible for Customer Campaigns, including message content, recipient selection, timing, consent, opt-out compliance, disclosures, suppression lists, and legal review.
Lendware may track, analyze, and use data relating to Customer Campaigns solely to provide, support, secure, monitor, operate, and improve the Services for Customer, and to create Usage Data as permitted by these Terms.
If applicable, Customer may be allocated a certain number of monthly credits for SMS, voice dialer, voicemail, media messages, or other communications features, as set forth in the applicable Order (“Messaging Credits”). The number of Messaging Credits will reset on the first day of each month. If Customer does not exhaust its allocated Messaging Credits within a given month, the remaining Messaging Credits will not carry over to the next month, unless otherwise specified in a Service Order.
If Customer exhausts its allocated Messaging Credits within a given month, Customer may automatically be allocated additional credits (“Refresh Credits”) and may be automatically charged a message credit fee as set forth in the applicable Service Order (“Message Credit Fee”).
Messaging Credits and related communications features are subject to these Terms, the Messaging Policy, third-party provider requirements, carrier rules, applicable law, and any limits, restrictions, or suspensions imposed by Lendware or its providers.
Customer acknowledges that Lendware may collect, generate, and use Usage Data in connection with providing, securing, supporting, analyzing, operating, and improving Lendware products and services. Usage Data does not include information that reasonably identifies Customer, any User, any borrower, any consumer, any prospect, any referral partner, or any other individual.
As between the Parties, Lendware owns Usage Data. Lendware may use Usage Data for lawful business purposes, including product improvement, security, reliability, analytics, benchmarking, support, training, and operational reporting.
As between the Parties, Customer owns Customer Data and Customer-Controlled Data, subject only to the rights granted to Lendware in these Terms, any applicable Order, and any applicable DPA.
Customer grants Lendware a non-exclusive, worldwide, royalty-free, fully paid license to access, use, host, copy, process, transmit, display, modify, format, distribute, and create derivative works of Customer Data and Customer-Controlled Data solely as reasonably necessary to:
(a) provide, operate, maintain, support, secure, and improve the Services for Customer;
(b) perform Lendware’s obligations and exercise Lendware’s rights under these Terms, any Order, the DPA, and the applicable agreement between the Parties;
(c) provide implementation, onboarding, configuration, support, training, customer success, Professional Services, and account administration;
(d) operate integrations, communications features, scoring features, analytics features, and third-party services authorized by Customer or reasonably necessary to provide the Services;
(e) detect, prevent, and respond to fraud, abuse, security incidents, unlawful activity, technical issues, and violations of these Terms;
(f) comply with applicable law, legal process, government requests, regulatory obligations, and contractual requirements;
(g) create and use Usage Data; and
(h) otherwise act in accordance with Customer’s instructions or as expressly permitted by Customer.
Lendware will not use Customer-Controlled Data for Lendware’s own sales outreach, marketing outreach, advertising, retargeting, custom audiences, lookalike audience creation, resale, or cross-customer lead generation.
Lendware will not use Customer-Controlled Data to train cross-customer models or to provide services to another customer, except to the extent Customer-Controlled Data has been aggregated, anonymized, or de-identified so that it does not reasonably identify Customer, any Customer account, any User, any borrower, any consumer, any prospect, any referral partner, or any other individual.
Lendware will not sell Customer-Controlled Data or share Customer-Controlled Data for cross-context behavioral advertising.
Customer represents and warrants that Customer has and will maintain all rights, notices, consents, authorizations, and legal bases necessary for Customer and Lendware to collect, access, use, process, disclose, transmit, and store Customer Data and Customer-Controlled Data as contemplated by these Terms, any applicable Order, the DPA, and the Privacy Policy.
Unless expressly authorized in writing by Lendware and permitted by applicable law, Customer will not upload to the Services Social Security numbers, credit reports, credit scores, bank account numbers, payment card numbers, income information, employment history, debt balances, home equity information, mortgage balance information, or consumer credit attributes.
Customer is solely responsible for the accuracy, quality, legality, reliability, integrity, and appropriateness of Customer Data and Customer-Controlled Data.
Where Lendware processes Customer-Controlled Data on behalf of Customer as a service provider, processor, contractor, or similar role under applicable privacy or data protection laws, such processing will be governed by the applicable DPA.
Customer acknowledges that Customer is generally the business, controller, or similar responsible party for Customer-Controlled Data, and Lendware is generally a service provider, processor, contractor, or similar service provider acting on behalf of Customer, except where Lendware determines the purposes and means of processing for Lendware-Controlled Information.
Customer is responsible for responding to privacy rights requests relating to Customer-Controlled Data, unless applicable law requires Lendware to respond directly. If Lendware receives a privacy rights request relating to Customer-Controlled Data, Lendware may refer the request to Customer or assist Customer in responding, as described in the DPA or applicable agreement.
Lendware’s Privacy Policy is located at https://lendware.ai/privacy-policy or any successor URL. The Privacy Policy describes how Lendware collects, uses, discloses, and protects personal information in connection with the Services. Customer agrees to comply with all applicable privacy and data protection laws and is responsible for ensuring that it has provided all notices and obtained all consents, permissions, and authorizations required for Lendware to provide the Services.
Any Third Party Content made available through the Services is provided on an “as-is” basis, without indemnification or support, and Lendware disclaims all warranties and conditions of any kind, whether express, implied, statutory, or otherwise. Customer is solely responsible for reviewing, accepting, and complying with any third-party terms applicable to Third Party Content or any third-party service.
The Services may include or interoperate with third-party services, systems, providers, platforms, integrations, APIs, data sources, messaging providers, email providers, telephony providers, analytics providers, scoring providers, hosting providers, and other third-party technologies. Lendware is not responsible for third-party outages, failures, delays, API changes, policy changes, carrier filtering, carrier blocking, deliverability issues, revoked credentials, integration errors, data errors from source systems, or third-party terms.
Customer authorizes Lendware to access, use, transmit, process, and disclose Customer Data and Customer-Controlled Data through third-party services and integrations as reasonably necessary to provide the Services or as directed by Customer. Customer is responsible for third-party credentials, permissions, configuration, fees, and compliance with third-party terms.
Lendware may suspend, limit, modify, or discontinue access to any third-party service or integration if reasonably necessary due to security, legal, compliance, vendor, technical, commercial, carrier, or platform-integrity reasons.
Certain aspects of the Services may include software that is subject to open source or free software licenses (“Open Source Software”) and may be owned by third parties. Open Source Software is not governed by these Terms, but instead is provided under the applicable Open Source Software license. Nothing in these Terms limits Customer’s rights under, or grants Customer rights that supersede, the applicable Open Source Software license. If required by any particular Open Source Software license, Lendware will make available such Open Source Software, and Lendware’s modifications to it, if any, by written request at the notice address specified herein.
From time to time, Lendware may offer certain Services or products on a limited basis without Fee or charge, including free accounts, trial use, and access to pre-release, beta, pilot, or evaluation services or products (collectively, “Trial Services”). Customer’s use of Trial Services is subject to any additional terms that Lendware may specify. Lendware may terminate access to or use of Trial Services at any time in its sole discretion, without liability.
Trial Services are provided as-is, without warranty, indemnity, support, service level, or availability commitment of any kind.
Lendware may offer scoring, prioritization, analytics, recommendations, or similar features, including Lendware Predict. Where Customer uses these features, Lendware may work with one or more third-party scoring providers or data providers to process Customer-Controlled Data and generate Scoring Outputs relating to Customer’s contacts.
Customer authorizes Lendware and its third-party providers to process Customer-Controlled Data as reasonably necessary to generate, deliver, support, secure, maintain, and improve Scoring Outputs and related features for Customer, subject to these Terms, the DPA, and the applicable provider agreements.
Scoring Outputs are designed to help Customer prioritize marketing, outreach, CRM workflows, and business follow-up. Scoring Outputs are not credit reports, credit scores, eligibility determinations, underwriting decisions, loan pricing decisions, adverse action notices, or legal/compliance advice.
Lendware does not use Social Security numbers, credit reports, or credit scores to provide Lendware Predict or similar scoring features. Lendware does not intentionally use protected characteristics such as race, ethnicity, religion, sex, gender, marital status, disability, military status, or similar legally protected traits to generate borrower or contact scores.
Customer may not use Scoring Outputs as the sole basis for any credit, lending, underwriting, pricing, eligibility, discouragement, or adverse action decision.
Customer is solely responsible for determining whether and how it may lawfully use Scoring Outputs under applicable law, including fair lending, consumer protection, privacy, credit, advertising, mortgage, UDAAP/UDAP, ECOA, FCRA, RESPA, TILA/Regulation Z, GLBA, state mortgage, and state privacy laws.
Customer is solely responsible for all decisions, actions, communications, offers, campaigns, disclosures, and outcomes based in whole or in part on Scoring Outputs.
Lendware does not guarantee that Scoring Outputs, analytics, recommendations, campaigns, workflows, or other Services will produce any particular loan volume, funded loans, conversion rate, revenue, return on investment, customer retention, customer response, or business outcome.
Scoring Outputs, recommendations, analytics, transcriptions, summaries, and similar outputs may be incomplete, inaccurate, outdated, or based on incomplete or inaccurate data. Customer is responsible for independently reviewing and validating all outputs before relying on them.
Customer agrees not to do any of the following, whether directly or indirectly:
2. Except as expressly permitted in an Order, license, sell, rent, lease, loan, transfer, assign, distribute, disclose, or otherwise commercially exploit the Services in order to provide services to any third party.
3. Use the Services in excess of the usage limitations described in the applicable Order, or use any feature or functionality of the Services that is not specified in the applicable Order.
4. Interfere with, or attempt to interfere with, the access of any user, host, or network, including by sending a virus, overloading, flooding, spamming, mail-bombing, or otherwise disrupting, creating an undue burden on, altering, translating, or modifying the Services, any part thereof, or the networks or services connected to the Services.
5. Scan, probe, or test the Services, including penetration tests or any other security tests, without Lendware’s prior written approval.
6. Attempt to reproduce, duplicate, adapt, create derivative works from, mirror, republish, download, display, transmit, or distribute the Services, except as expressly permitted by these Terms.
7. Attempt to decipher, reverse engineer, reverse compile, disassemble, or do any other operation with the Services that would reduce to human-perceivable form or otherwise reveal any source code, trade secrets, know-how, or other proprietary information.
8. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented to protect the Services or Content.
9. Access the Services in order to build a competitive product or service, build a product using similar ideas, features, functions, or graphics of the Services, or copy any ideas, features, functions, or graphics of the Services.
10. Without Lendware’s express written permission, introduce software or automated agents or scripts to the Services to produce multiple accounts, generate automated searches, requests, or queries, or strip, scrape, or mine data from the Services.
11. Perform or publish any performance or benchmark tests or analyses relating to the Services or the use thereof.
13. Remove or tamper with any disclaimers, Intellectual Property Rights notices, proprietary rights notices, or other legal notices on the Services or Content.
15. Upload, submit, transmit, or process unlawful, deceptive, discriminatory, harmful, infringing, defamatory, abusive, harassing, or otherwise inappropriate Content.
16. Use the Services for unlawful discrimination, unlawful credit decisioning, unlawful lending practices, prohibited advertising, unlawful telemarketing, unlawful messaging, or any activity that violates applicable law.
17. Otherwise violate any applicable law, rule, regulation, order, industry requirement, carrier rule, platform rule, or third-party requirement.
Lendware is not obligated to monitor access to or use of the Services or to monitor, review, censor, or edit any Content. However, Lendware has the right to do so for the purposes of operating the Services, ensuring compliance with these Terms, protecting the rights and safety of Lendware personnel, customers, users, and third parties, and complying with legal requirements. Lendware may investigate violations or conduct that affects the Services and may consult and cooperate with law enforcement authorities to prosecute users who violate applicable law.
In the event of any violation, suspected violation, or threat to the security, compliance, deliverability, reputation, or technical integrity of the Services, Lendware may, in its sole discretion: (a) suspend Customer’s access to the Services; (b) suspend or limit specific features, including messaging, calling, email, scoring, or integrations; (c) charge Customer for excess use; (d) require remedial action; and/or (e) terminate Customer’s Account or applicable Order.
Customer is solely responsible for all communications, campaigns, calls, text messages, emails, voicemails, ringless voicemails, automations, workflows, templates, and other outreach sent, initiated, managed, or tracked by or on behalf of Customer through the Services.
Customer represents, warrants, and covenants that it will comply with all applicable laws, regulations, rules, industry standards, platform rules, carrier requirements, and third-party provider requirements relating to communications and marketing, including as applicable:
(a) the Telephone Consumer Protection Act, 47 U.S.C. § 227 et seq. and related FCC rules;
(b) the Telemarketing Sales Rule;
(c) federal and state Do Not Call, Do Not Text, and suppression-list requirements;
(d) CAN-SPAM and other email marketing laws;
(e) state mini-TCPA laws, telemarketing laws, text messaging laws, call recording laws, and consumer protection laws;
(f) CTIA guidelines, carrier rules, 10DLC registration requirements, messaging provider requirements, and similar industry or platform requirements;
(g) mortgage advertising, consumer finance, fair lending, privacy, and consumer protection laws; and
(h) the Messaging Policy.
Customer represents and warrants that, before using the Services to call, text, email, voicemail, or otherwise contact any individual, Customer has obtained and will maintain all required consents, opt-ins, permissions, and legal bases for such communication. Customer will maintain records sufficient to prove such consent, including source, timestamp, consent language, phone number or email address, and opt-in status, where applicable.
Customer is responsible for honoring all opt-outs, unsubscribe requests, STOP requests, revocations of consent, do-not-contact requests, and suppression-list requirements. Customer is responsible for ensuring that opt-out and suppression information is accurate, current, and properly applied across all systems Customer uses, whether inside or outside the Services.
Customer will not use the Services to contact individuals from purchased, rented, scraped, harvested, or third-party lists unless Customer has all legally required rights, notices, consents, and permissions and such use complies with all applicable laws and third-party requirements.
Lendware may suspend, limit, block, throttle, filter, or terminate messaging, calling, email, voicemail, campaign, or related features if Lendware reasonably believes that Customer’s use may violate applicable law, third-party requirements, carrier requirements, provider requirements, the Messaging Policy, these Terms, or may create legal, regulatory, deliverability, reputational, technical, or security risk.
Without limiting Section 4.2, Customer represents and warrants that it will strictly comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227 et seq. (“TCPA”), and all related rules, regulations, interpretations, and guidance. Customer understands that TCPA compliance is solely Customer’s responsibility with respect to Customer-directed communications through the Services.
Customer further represents and warrants that, before using the Services to market its products or services to any third party by call, text, voicemail, ringless voicemail, or similar communication, the recipient has provided all consents, opt-ins, and permissions required by applicable law.
Customer is solely responsible for monitoring and complying with the National Do Not Call Registry, state do-not-call or do-not-text registries, internal do-not-contact lists, customer-specific suppression lists, revocation requests, and other consent or opt-out requirements.
Lendware does not collect, maintain, or verify the accuracy of consumer credit scores or credit reports, and Lendware does not provide credit reports or credit scores to Customer or Users.
Customer represents and warrants that it will not use the Services, Scoring Outputs, analytics, recommendations, or other Lendware features as a consumer report, credit score, credit eligibility tool, underwriting tool, loan pricing tool, adverse action tool, or other product or service regulated as a consumer reporting agency activity under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., unless expressly authorized by Lendware in writing and permitted by applicable law.
If Customer uploads or submits any credit-related information to the Services, Customer represents and warrants that it has all rights, notices, consents, authorizations, and legal bases required to do so and that such use complies with the Fair Credit Reporting Act and all other applicable laws.
Customer represents, warrants, and covenants that its use of the Services will comply with all applicable lending, mortgage, advertising, consumer protection, privacy, and fair lending laws, including as applicable the Equal Credit Opportunity Act, Regulation B, Fair Housing Act, Truth in Lending Act, Regulation Z, Real Estate Settlement Procedures Act, UDAAP/UDAP laws, state mortgage lending and broker laws, state advertising laws, and other applicable laws.
Customer is solely responsible for the content, timing, targeting, disclosures, substantiation, compliance review, and legal effect of all campaigns, offers, workflows, messages, advertisements, and communications created, sent, managed, or tracked through the Services.
Customer represents and warrants that it will comply with all applicable privacy and data protection laws, including the California Consumer Privacy Act and California Privacy Rights Act, Cal. Civ. Code § 1798.100 et seq., and other applicable state privacy laws.
Customer is responsible for providing all required privacy notices, obtaining all required consents, honoring all required rights and opt-outs, maintaining all required contracts and records, and ensuring that Customer’s use of the Services complies with applicable privacy laws.
Customer is responsible for determining whether the Gramm-Leach-Bliley Act, the FTC Safeguards Rule, or any similar financial privacy or security law applies to Customer, Customer Data, or Customer-Controlled Data.
Customer represents and warrants that it has all rights, notices, consents, authorizations, and legal bases required to disclose nonpublic personal information or other regulated financial information to Lendware for processing through the Services.
Lendware will maintain administrative, technical, and physical safeguards designed to protect Customer Data and Customer-Controlled Data as described in these Terms, the DPA, and Lendware’s security documentation.
Each Party will implement reasonable physical, technical, and organizational safeguards designed to secure Content and Customer Data from unauthorized access, disclosure, loss, modification, or destruction.
If a Party discovers a Security Incident has occurred, it will notify the other Party without undue delay and, in any event, within 72 hours after confirming the Security Incident, unless otherwise prohibited by law or instructed by a law enforcement or supervisory authority. The notifying Party will promptly take reasonable steps to investigate and mitigate the effects of the Security Incident.
Customer is solely responsible for maintaining the confidentiality and security of all usernames, passwords, access credentials, API keys, third-party credentials, and User permissions. Customer agrees that it will not, and will prohibit Users from, sharing usernames or passwords. Customer will not allow any third party to use its Account, usernames, or passwords except as expressly permitted under these Terms.
Customer is responsible for assigning administrative privileges, managing User permissions, removing terminated or unauthorized Users, reviewing access rights, configuring integrations, and monitoring activity within Customer’s Account.
Lendware reserves the right to terminate, suspend, or disable any Account, username, credential, token, integration, or access right that Lendware reasonably determines may have been compromised, misused, or used by an unauthorized party.
Customer is responsible for all acts and omissions of its Users and for all activities that occur under its Account, including all sub-accounts created by or for Customer. Customer may establish sub-accounts to the extent permitted by Lendware, but for purposes of determining Fees, the Committed Quantity will be summed across Customer’s business entity and Affiliates, including all sub-accounts, unless otherwise specified in an Order.
Customer is responsible for obtaining all services, systems, devices, software, internet access, third-party accounts, permissions, and technologies necessary to access and use the Services. Customer understands that such access may involve third-party fees and costs, such as internet service provider fees, data charges, messaging charges, carrier charges, integration fees, and third-party subscription fees. Customer is responsible for all such fees, charges, and costs.
Customer will pay Lendware all fees set forth in the applicable Order and as described in this Section 5 (the “Fees”). All Fees will be paid in U.S. Dollars and are non-refundable except as expressly agreed in writing by the Parties.
Lendware’s acceptance of partial payment or any payment of less than the full amount payable at any given time will not constitute a waiver or release of Lendware’s right to unpaid amounts.
Lendware may ask Customer to provide relevant payment information, including billing contact information, billing address, payment method information, and identity verification information. Payment card transactions may be processed by a third-party payment processor. By providing payment information, Customer represents and warrants that it has the legal right to use the payment method specified and authorizes Lendware or its payment processor to charge all applicable Fees, including past due Fees and late charges.
Where permissible by law, Lendware may add a 2% surcharge to any payments made by credit card in order to cover the third-party payment processing fee.
Lendware may offer additional features or functionality relating to the Services that are not included in the subscription purchased by Customer pursuant to an Order (“Add-Ons”), for additional Fees as further described on the Site, App, Services, or applicable Order. Customer acknowledges that Lendware may, upon prior notice to Customer, charge Customer the full list prices for Customer’s use, after such notice, of any Add-Ons beyond those included in the applicable Order.
If the Order shows that Customer will pay for a committed period, such as a set number of months or years, all Fees will be invoiced in advance at the billing frequency specified in the Order based on the number of Users specified in the Order (the “Committed Quantity”).
If the number of Users for Customer exceeds the Committed Quantity in any month, Lendware may invoice, and Customer will pay, Fees reflecting the difference between the Committed Quantity and the actual number of Users who used or were authorized to use the Services, based on the price per User set forth in the applicable Order, for such month (the “Monthly True-Up”).
Customer acknowledges and agrees that it will be automatically charged for continued use of the Services for each Renewal Order Term, unless the applicable Order is not renewed in accordance with these Terms. Customer also agrees to be automatically charged any applicable Message Credit Fee if Customer exceeds allocated Messaging Credits for any given month, as set forth in the applicable Order. Lendware will provide Customer notice before any such automatic charge where required by applicable law or the applicable Order.
Failure to make timely payments is a material breach of these Terms. If an invoice is unpaid when due, Lendware may, in its sole discretion and effective upon notice to Customer: (a) suspend Services; (b) apply a late charge on the unpaid amount equal to the lesser of 1.5% interest per month or the maximum rate allowed by law; (c) require Customer to provide a cash deposit or other security to guarantee payment; and/or (d) pursue any other remedy available under these Terms, at law, or in equity. Customer agrees that Lendware may send Customer payment reminders via email, phone, or other reasonable communication methods.
If Customer desires to dispute in good faith an invoiced amount, Customer will, within 30 days of the invoice date: (a) pay the invoiced amount; and (b) provide notice of the details of the dispute, together with all supporting documentation. The Parties will work diligently to promptly resolve the dispute and upon resolution: (i) Lendware will promptly credit to Customer any amount found to be owed to Customer; or (ii) Customer will promptly pay to Lendware all amounts found to be owed to Lendware. If Customer does not timely submit a documented dispute notice, Customer waives all rights to dispute such amounts, including any claim of set-off or reimbursement.
For each credit/debit card chargeback or reversal decided in Lendware’s favor, Lendware may invoice Customer, and Customer will pay: (a) the amount of such chargeback or reversal; (b) a $25.00 charge to recover costs; and (c) pending disputed fees between Lendware and Customer’s financial institution. Lendware may pursue any other available remedies.
Customer will promptly reimburse Lendware for all costs, including reasonable attorneys’ fees and collection agency fees, associated with collecting delinquent or dishonored payments or payments not otherwise under good faith dispute by Customer.
All charges are exclusive of Taxes, which Customer must pay. If Customer provides Lendware with a valid, duly executed tax exemption certificate, Lendware will exempt Customer from Taxes in accordance with law, effective on the date Lendware receives the exemption certificate. If Customer disputes the application of any Taxes, Customer must give Lendware written notice of the dispute within six months of the date of the invoice. Otherwise, such application of Taxes, as between Lendware and Customer, will be deemed correct and binding on Customer.
Prices for using the Services are subject to change upon 30 days’ notice from Lendware. Such notice may be provided by posting the changes to the Site, App, Services, or by other reasonable notice. Unless otherwise stated in an Order, price changes will apply beginning with the next Renewal Order Term.
Unless otherwise expressly set forth in an applicable Order, the term will commence on the date Customer accepts these Terms and will continue until the earlier of: (a) the date these Terms are terminated as set forth herein; and (b) all Orders entered into under these Terms expire or are terminated as set forth therein (collectively, the “Term”).
Following the initial term under an Order (the “Initial Order Term”), the Order will automatically renew for additional periods equal to the duration of the Initial Order Term (each, a “Renewal Order Term” and together with the Initial Order Term, the “Order Term”), unless Customer provides written notice to Lendware of its intent not to renew such Order at least 30 days before the end of the then-current Order Term.
Unless otherwise expressly set forth in an applicable Order, at least 15 days but no more than 45 days before the Order Term is scheduled to expire, Lendware will provide Customer a courtesy reminder notice of the upcoming automatic renewal and indicate the Fees and charges due for such Renewal Order Term. The Committed Quantity and Fees for each Renewal Order Term will be equal to the then-current Order Term, unless Customer and Lendware agree to create a new Order setting forth a new Committed Quantity and Fees.
Except as otherwise provided herein, either Party may terminate these Terms for cause, upon notice, prior to the expiration of an Order Term, upon material breach of the other Party if such breach remains uncured for 14 days following the breaching Party’s receipt of written notice of the breach.
In addition, Lendware may terminate these Terms for cause, upon notice, prior to the expiration of an Order Term: (a) if a receiver or administrator is appointed for Customer or its property; (b) if Customer makes a general assignment for the benefit of its creditors; (c) if Customer commences, or has commenced against it, proceedings under any bankruptcy, insolvency, or debtor’s relief law that are not dismissed within 60 days; (d) if Customer is liquidated or dissolved; (e) if Customer undergoes a Change of Control; or (f) if Customer ceases to do business or otherwise terminates its business operation.
Lendware may terminate, interrupt, limit, or suspend Services without prior notice if necessary to: (i) prevent or protect against fraud, abuse, unlawful activity, or security risk; (ii) protect Lendware’s customers, personnel, facilities, equipment, network, systems, reputation, deliverability, or services; (iii) comply with law, third-party requirements, provider requirements, or carrier requirements; or (iv) prevent potential material liability.
If Customer fails to make timely payment of any applicable Fees, charges, or costs due under these Terms and does not cure the same within 14 days of notice, Lendware may suspend or terminate Customer’s access to or use of the Services, including access to Customer Data.
Upon any termination or expiration of these Terms: (a) Customer will promptly pay Lendware all amounts owed under these Terms without regard to whether any invoices had or had not been issued; (b) all outstanding Orders will be immediately terminated unless otherwise specified by Lendware; (c) access to and use of the Services will be terminated; and (d) Customer will not have any rights in or to the Services after termination or expiration.
If Customer terminates these Terms or an Order early without cause, or if Lendware terminates these Terms or an Order for cause, Customer will be invoiced and will pay to Lendware an early termination fee equal to all remaining subscription fees for the remainder of the applicable Order Term, or as otherwise set forth in the applicable Order. This early termination fee is agreed by the Parties to be liquidated damages and not a penalty.
Following termination or expiration of a Customer account, Customer-Controlled Data will be made available for export for the period specified in the applicable agreement, typically 30 days unless otherwise agreed in writing or unless Customer’s access has been terminated or suspended for security, legal, abuse, or nonpayment reasons.
After the applicable export period, Lendware may delete, disable access to, return, or de-identify Customer Data and Customer-Controlled Data, subject to applicable law, backup retention cycles, legal holds, and limited retention for billing, security, compliance, audit, fraud prevention, dispute-resolution, and legal purposes.
Backup copies may persist for a limited period in accordance with Lendware’s ordinary backup and disaster-recovery practices before being overwritten or deleted.
Sections 1, 2.6, 2.7, 2.8, 3, 5, 6.5, 6.6, 6.7, and 7 through 13 will survive any termination or expiration of these Terms.
The following policies are incorporated into these Terms by reference to the extent applicable:
(a) Privacy Policy;
(b) Data Processing Addendum;
(c) Messaging Policy;
(d) any applicable SMS Terms or Messaging Terms;
(e) any applicable security documentation, service descriptions, or support policies referenced in an Order or made available by Lendware; and
(f) any other policy expressly incorporated by reference in an Order or these Terms.
Customer agrees to comply with all policies incorporated by reference. Lendware may update such policies from time to time, provided that no update will materially reduce Customer’s rights during the then-current Order Term unless required by law, third-party requirements, security, compliance, or platform integrity.
Lendware does not provide legal, regulatory, compliance, credit, underwriting, accounting, tax, financial, lending, mortgage, or other professional advice. The Services, Campaign Templates, Scoring Outputs, analytics, workflows, support suggestions, documentation, and recommendations are provided for informational and operational purposes only.
Customer is solely responsible for obtaining advice from its own legal, compliance, credit, underwriting, accounting, tax, and other professional advisors.
Lendware respects the Intellectual Property Rights of others and asks Customers and Users to do the same. In appropriate circumstances, Lendware may warn or suspend users who infringe others’ copyrights, and in more serious cases such as repeated infringement, Lendware may terminate access.
Per the Digital Millennium Copyright Act, 17 U.S.C. § 512 (“DMCA”), if your work is accessible on our Services in a way that you believe infringes your copyright rights, or contains links or references to a different online location containing material that you believe infringes your copyright rights, you may notify Lendware by providing a written notice to our designated agent for copyright notices.
Designated Agent for Copyright Notices:
Lendware, Inc.
192 Lexington Avenue, 16th Floor
New York, NY 10016
Attn: Copyright Agent
Email: copyright@lendware.ai
A valid notice must include all information required by 17 U.S.C. § 512(c)(3), including: (a) a physical or electronic signature of the copyright owner or authorized person; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to permit Lendware to locate the material; (d) contact information; (e) a statement of good faith belief that use of the material is not authorized; and (f) a statement, made under penalty of perjury, that the information is accurate and that you are authorized to act on behalf of the copyright owner.
If Lendware removes or restricts access to Content in response to a valid notice, Lendware will make a good faith effort to contact the affected Account holder or User with information concerning the removal or restriction, including a copy of the takedown notice and instructions for filing a counter-notice.
Lendware’s policy is to terminate the Account of repeat copyright infringers in appropriate circumstances.
Receiving Party will not use, copy, or disclose Confidential Information except as permitted herein. All copies of Confidential Information remain the Disclosing Party’s sole property. Receiving Party will protect the Disclosing Party’s Confidential Information using at least the same procedures as it uses to protect its own Confidential Information, but no less than reasonable procedures.
Receiving Party may disclose Confidential Information to its employees, consultants, contractors, professional advisors, Affiliates, and service providers who have a need to know in connection with these Terms and who are subject to confidentiality obligations or professional duties of confidentiality at least as protective as those set forth herein.
Receiving Party may disclose Confidential Information pursuant to applicable law, regulation, subpoena, or other order of a court of competent jurisdiction, or to establish rights or obligations under these Terms in any proceeding; provided that, to the extent legally permitted, Receiving Party provides reasonable prior notice to Disclosing Party, cooperates with Disclosing Party in seeking protective treatment, and discloses only the portion of Confidential Information legally required.
Receiving Party will notify Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information and will cooperate to help prevent further unauthorized use or disclosure.
Receiving Party acknowledges that unauthorized use or disclosure of Confidential Information may result in irreparable injury for which monetary damages are inadequate. If Receiving Party violates or threatens to violate this Section, Disclosing Party will be entitled to seek injunctive relief without the need to post bond, in addition to any other available legal or equitable remedies.
Lendware may reference Customer as a Lendware customer only with Customer’s prior written approval in each instance. Lendware will not use Customer’s name, logo, trademarks, service marks, trade names, trade dress, or other proprietary identifying symbols in marketing, sales, promotional materials, press releases, testimonials, or case studies without Customer’s prior written approval. Customer may withhold approval in its sole discretion.
Customer agrees to defend, indemnify, and hold harmless Lendware, its Affiliates, licensors, service providers, and its and their respective officers, directors, employees, contractors, agents, suppliers, successors, and assigns (each, a “Lendware Indemnitee”) through final judgment or settlement, from and against any third-party claim, action, suit, proceeding, judgment, settlement, loss, damage, fine, penalty, expense, cost, or liability, including reasonable legal fees, expert witness fees, litigation expenses, and allocable costs of in-house counsel (“Claim”), arising out of or based upon:
(a) Customer Data or Customer-Controlled Data;
(b) Customer Campaigns, communications, calls, text messages, emails, voicemails, ringless voicemails, marketing, advertising, or outreach sent, initiated, managed, or tracked by or on behalf of Customer through the Services;
(c) Customer’s failure to obtain or maintain required consents, opt-ins, notices, permissions, suppression lists, or legal bases;
(d) Customer’s violation of TCPA, CAN-SPAM, TSR, Do Not Call rules, Do Not Text rules, CTIA rules, carrier requirements, 10DLC requirements, privacy laws, fair lending laws, mortgage laws, advertising laws, consumer protection laws, FCRA, GLBA, RESPA, TILA/Regulation Z, ECOA, UDAAP/UDAP, or any other applicable law or third-party requirement;
(e) Customer’s use of Scoring Outputs, Campaign Templates, workflows, analytics, or recommendations;
(f) Customer’s products, services, loans, offers, disclosures, underwriting, pricing, eligibility, adverse action, or consumer transactions;
(g) unauthorized access to or use of the Services caused by Customer, Users, Customer systems, credentials, integrations, or Customer’s failure to secure its Account;
(h) Customer’s breach of these Terms, any Order, the DPA, or any incorporated policy;
(i) Customer’s infringement, misappropriation, or violation of any Intellectual Property Rights, privacy rights, publicity rights, or other rights of a third party; or
(j) use of other than the then-current, unaltered release of any software used in the Services, where the Claim would have been avoided by using the then-current, unaltered release.
The Lendware Indemnitee will: (a) promptly provide notice to Customer of any Claim for which indemnity is claimed, provided that delay in providing notice will not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced by the delay; (b) permit Customer to control the defense of such Claim; and (c) provide reasonable assistance at Customer’s reasonable cost.
Subject to the foregoing, Customer may select legal counsel to represent the Lendware Indemnitee, provided such counsel is reasonably satisfactory to the Lendware Indemnitee. If Customer elects to control the defense, the Lendware Indemnitee may participate in the defense at its own cost.
If Customer fails to defend the Lendware Indemnitee within a reasonable time after receiving notice of a Claim, the Lendware Indemnitee may defend and compromise or settle the Claim at Customer’s cost.
Customer may not consent to entry of any judgment or enter into any settlement that imposes liability or obligations on the Lendware Indemnitee, admits fault by the Lendware Indemnitee, restricts the Lendware Indemnitee’s rights, or diminishes the Lendware Indemnitee’s rights without the Lendware Indemnitee’s express prior consent, not to be unreasonably withheld, delayed, or conditioned.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, CONTENT, CAMPAIGN TEMPLATES, SCORING OUTPUTS, ANALYTICS, RECOMMENDATIONS, WORKFLOWS, TRIAL SERVICES, THIRD PARTY CONTENT, AND ALL RELATED MATERIALS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. LENDWARE, ITS SUPPLIERS, PROVIDERS, AND LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AVAILABILITY, AND COMPLIANCE.
LENDWARE DOES NOT WARRANT OR REPRESENT THAT THE SERVICES, CONTENT, CAMPAIGN TEMPLATES, SCORING OUTPUTS, ANALYTICS, RECOMMENDATIONS, OR WORKFLOWS WILL MEET CUSTOMER’S REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED, SECURE, ERROR-FREE, OR DEFECT-FREE BASIS, BE FREE OF MALICIOUS CODE, BE ACCURATE, COMPLETE, OR RELIABLE, OR PRODUCE ANY PARTICULAR BUSINESS, MARKETING, LENDING, REVENUE, CONVERSION, OR CUSTOMER OUTCOME.
LENDWARE IS NOT RESPONSIBLE FOR ANY CUSTOMER DATA, CUSTOMER-CONTROLLED DATA, USER CONDUCT, CUSTOMER CAMPAIGN, COMMUNICATION, MESSAGE CONTENT, RECIPIENT SELECTION, CONSENT, OPT-OUT COMPLIANCE, SUPPRESSION LIST, LENDING DECISION, UNDERWRITING DECISION, PRICING DECISION, ADVERSE ACTION DECISION, OR CUSTOMER PRODUCT OR SERVICE.
IF CUSTOMER IS DISSATISFIED WITH THE SERVICES OR HARMED BY LENDWARE OR BY ANYTHING RELATED TO THE SERVICES, CUSTOMER MAY TERMINATE THESE TERMS IN ACCORDANCE WITH SECTION 6, AS APPLICABLE. SUCH TERMINATION WILL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND LENDWARE’S SOLE AND EXCLUSIVE LIABILITY, FOR ANY BREACH OF CONTRACT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LENDWARE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, LOST DATA, LOST GOODWILL, INTERRUPTED SERVICES OR COMMUNICATIONS, COMPUTER DAMAGES, SYSTEM FAILURES, REPLACEMENT SERVICES, OR COST OF COVER, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, WHETHER OR NOT LENDWARE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER OR NOT THE REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
CUSTOMER SPECIFICALLY ACKNOWLEDGES THAT LENDWARE WILL NOT BE LIABLE FOR ANY CUSTOMER DATA, CUSTOMER-CONTROLLED DATA, USER CONTENT, USER CONDUCT, CUSTOMER CAMPAIGN, COMMUNICATION, MESSAGE CONTENT, RECIPIENT SELECTION, CONSENT, OPT-OUT COMPLIANCE, SUPPRESSION LIST, LENDING DECISION, UNDERWRITING DECISION, PRICING DECISION, ADVERSE ACTION DECISION, OR CUSTOMER PRODUCT OR SERVICE.
LENDWARE’S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF ACTIONS, CLAIMS, AND DAMAGES IN CONNECTION WITH THESE TERMS IS LIMITED TO THE LESSER OF: (a) DIRECT DAMAGES PROVEN BY CUSTOMER; (b) THE AMOUNT OF FEES PAID BY CUSTOMER TO LENDWARE DURING THE TWELVE-MONTH PERIOD BEFORE THE DATE ON WHICH THE CLAIM AROSE; OR (c) FIFTY U.S. DOLLARS ($50.00) IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATION TO LENDWARE.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LENDWARE AND CUSTOMER.
These Terms are governed by and construed in accordance with the laws of the State of New York, without giving effect to any rule or law that would apply the law of another jurisdiction. Each Party agrees that any action, suit, or other proceeding involving Lendware arising out of or relating to these Terms (each, a “Dispute”) will be brought and maintained only in a state or federal court of competent jurisdiction located in New York County, New York.
In the event that Lendware is the prevailing party in any Dispute, Lendware will be entitled to recover from Customer Lendware’s reasonable attorneys’ fees, costs, and expenses.
NO PARTY WILL COMMENCE OR SEEK TO PROSECUTE OR DEFEND ANY DISPUTE OTHER THAN ON AN INDIVIDUAL, NON-CLASS, NON-COLLECTIVE ACTION BASIS. NO PARTY WILL SEEK TO PROSECUTE OR DEFEND ANY DISPUTE IN A REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL CAPACITY. THE TRIER OF FACT WILL NOT HAVE THE POWER TO CONSOLIDATE ANY DISPUTE WITH ANY OTHER ACTION, SUIT, OR PROCEEDING, ABSENT AGREEMENT OF ALL PARTIES INVOLVED, OR OTHERWISE TO DEAL WITH ANY MATTER ON A NON-INDIVIDUAL, CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL BASIS.
Each Party will comply with all applicable laws, rules, and regulations while performing under these Terms.
Customer will not access, use, export, re-export, transfer, or make available the Services in violation of U.S. export control, sanctions, or anti-corruption laws. Customer represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions and is not identified on any U.S. government restricted party list.
If any provision of these Terms is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Lendware’s failure or delay to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. Any waiver will be effective only if in writing and signed by a duly authorized representative of Lendware.
Lendware will not be liable, nor will Customer have the right to terminate, for any delay or failure to perform resulting from causes outside Lendware’s reasonable control, including acts of God, war, insurrection, terrorism, riots, embargos, acts of civil or military authorities, government restrictions, denial or cancellation of any export or other necessary license, fire, floods, pandemic, epidemic, accidents, strikes, shortages of transportation facilities, fuel, energy, labor, materials, supplier failures, provider failures, carrier failures, internet outages, cloud provider outages, telecommunications failures, or third-party platform failures.
Headings used in these Terms are for convenience or reference purposes only and do not define, limit, construe, or describe the scope or extent of any section. Neither Party will be afforded or denied preference in the construction of these Terms by virtue of being the drafter or otherwise. For purposes of these Terms, the words and phrases “include,” “includes,” “including,” and “such as” are deemed to be followed by “without limitation.”
These Terms may not be assigned or transferred by Customer to any third party without Lendware’s written consent. Any attempted assignment or transfer without such consent will be null and void. Lendware may freely assign or transfer these Terms, in whole or in part, without restriction. These Terms will inure to the benefit of the Parties, their successors, and permitted assigns.
The relationship between Customer and Lendware is that of independent contractors. No agency, partnership, joint venture, fiduciary, or employee-employer relationship is intended or created by these Terms. Neither Party will have the power to obligate or bind the other Party.
Customer understands that the Services require periodic email, SMS, phone, voicemail, in-app, and other communications, including password resets, notifications, customer support, maintenance notifications, upgrade announcements, administrative messages, security alerts, account notices, and other information necessary to operate the Services. By accessing or using the Services, Customer consents to Lendware’s communications with administrative contacts and Users supplied by Customer, and Customer represents and warrants that it has authority to provide such contact information and consent for its Users, employees, agents, and representatives.
Lendware may contact Customer, Users, prospective customers, loan officers, mortgage professionals, partners, event registrants, demo requesters, and other business contacts by email, telephone, text message, or similar channels as permitted by law and in accordance with Lendware’s Privacy Policy and applicable SMS Terms.
If an individual provides a mobile phone number to Lendware and opts in to receive calls or text messages from Lendware, that individual agrees that Lendware may contact them by call or text message at the phone number provided, including for sales, marketing, demo scheduling, product updates, event invitations, account activity, support, and related business purposes. Message frequency may vary. Message and data rates may apply. Consent to receive marketing calls or text messages is not required as a condition of purchasing any product or service from Lendware. Individuals may opt out of marketing text messages by replying STOP or may contact Lendware at privacy@lendware.ai.
Lendware will not use Customer-Controlled Data for Lendware’s own sales or marketing outreach unless the individual separately provides that information directly to Lendware or otherwise interacts directly with Lendware.
Any notices to Lendware required or permitted hereunder must be in writing and must be sent to Lendware at the address below or at such other address as Lendware specifies in writing. Any notices to Customer required or permitted hereunder will be sent to the email address provided by Customer in the Order, or at such other address as Customer specifies in writing.
If to Customer, a notice will be deemed received two business days after being sent to the email address provided in the Order. If to Lendware, such notice will be deemed received: (a) two business days after being sent to the email address provided below; (b) immediately upon personal delivery; (c) upon confirmation of receipt if sent by facsimile; or (d) five days after mailing if sent by certified or registered mail, postage prepaid.
Lendware, Inc.
192 Lexington Avenue, 16th Floor
New York, NY 10016
Attn: Legal
Email: legal@lendware.ai
Privacy notices and privacy rights requests may be sent to:
Lendware, Inc.
192 Lexington Avenue, 16th Floor
New York, NY 10016
Attn: Privacy
Email: privacy@lendware.ai
These Terms, together with any applicable Master Subscription Agreement, Data Processing Addendum, Orders, and policies incorporated by reference, constitute the entire understanding and agreement of Lendware and Customer regarding the Services and supersede and replace all prior oral or written agreements or understandings between the Parties regarding the Services.
This Section applies to text messages sent by Lendware for Lendware’s own business, sales, marketing, account, support, event, demo, product, or service-related purposes. Customer-directed text messages sent by or on behalf of customers through the Services are governed by the customer’s own compliance obligations, these Terms, and the Messaging Policy.
By opting in to receive text messages from Lendware, you agree to receive recurring business, sales, marketing, account, support, event, demo, product, or service-related text messages from Lendware at the mobile number you provide. Message frequency may vary. Message and data rates may apply.
You may opt out at any time by replying STOP. After you send STOP, Lendware may send a confirmation message and then stop sending marketing text messages to that number unless you opt in again. For help, reply HELP where supported or contact privacy@lendware.ai.
Consent to receive marketing text messages is not required as a condition of purchasing any product or service from Lendware.
Lendware may use third-party service providers to send and manage text messages. Lendware does not sell personal information or share personal information collected through its SMS program for cross-context behavioral advertising.
This Messaging Policy applies to Customer’s use of email, text message, SMS, MMS, voice, phone, voicemail, ringless voicemail, automated workflow, campaign, and related communications features of the Services.
Customer must use communications features only in compliance with applicable law, these Terms, third-party provider requirements, carrier rules, industry standards, and all applicable policies. Customer is responsible for obtaining, documenting, and maintaining all legally required consents, opt-ins, notices, and permissions before contacting any recipient.
Customer must honor all unsubscribe requests, STOP requests, do-not-call requests, do-not-text requests, revocations of consent, and other opt-out requests promptly and in accordance with applicable law. Customer must maintain accurate suppression lists and ensure that opt-out information is applied across all systems and communication channels used by Customer.
Customer may not use communications features to send unlawful, deceptive, abusive, harassing, discriminatory, misleading, fraudulent, high-risk, high-complaint, or prohibited communications. Customer may not use the Services to contact recipients from purchased, rented, scraped, harvested, or third-party lists unless Customer has all legally required rights, notices, consents, and permissions and such use complies with applicable law and third-party requirements.
Customer is responsible for message content, recipient selection, timing, frequency, disclosures, substantiation, opt-out language, campaign configuration, and legal review. Lendware does not approve, control, or assume responsibility for Customer’s communications or campaigns.
Lendware may suspend, limit, block, throttle, filter, or terminate communications features if Lendware reasonably believes that Customer’s use violates or may violate applicable law, these Terms, this Messaging Policy, third-party provider requirements, carrier requirements, industry standards, or may create legal, regulatory, deliverability, reputational, technical, security, or platform-integrity risk.
Customer will indemnify Lendware for Claims arising out of or relating to Customer communications, campaigns, message content, recipient selection, consent, opt-out handling, suppression lists, or violations of applicable communications, privacy, consumer protection, mortgage, advertising, or telemarketing laws, as described in Section 9.
We Make Top Performers.
Lendware, Inc.
192 Lexington Avenue
16th Floor
New York, NY 10016
©2025 Lendware. All rights reserved.
