Last Updated: October 2015


This agreement governs your acquisition and use of Fundera, Inc. (“Fundera”) Referral Partner Portal (the “Service”). By checking the box next to “I have read and agree to these terms and conditions” and clicking “Sign Up”, you agree to these Terms of Service (these “Terms”). If you are entering into these terms on behalf of a company or other legal entity, then you represent that you have the authority to bind that company or other legal entity.


1.       SCOPE OF AGREEMENT. These Terms govern Fundera’s provision of the Service to you. The Service allows Fundera’s referral partners to check on the status of referrals, refer new lenders and access Fundera educational materials. To use the Service, you must create an account (an “Account”) by providing your name, business name, email address, phone number, partner type, and business address, among other information.




(a)   License to Services. Subject to the terms and conditions of these Terms, Fundera grants you a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Service (including the data displayed to you on the Service) for the purpose of managing your participation in the Fundera referral partner program.   


(b)   Restrictions on Use of Service. The Service is licensed for internal use only. In connection with your use of the Service, you will comply with all applicable laws, rules and regulations. You will not, and will not permit any third party to: (i) copy, modify, translate, or create derivative works of the Service; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Service; (iii) lend, lease, offer for sale, sell or otherwise use the Service for the benefit of third parties; or (iv) attempt to circumvent any license, timing or use restrictions that are built into the Service. 


(c)    Fundera Ownership of Service and Data. Except for the limited rights granted in Section 2(a) above, Fundera retains all right, title and interest, including all intellectual property rights, in and to the Service. You acknowledge that the Service includes Fundera’s valuable trade secrets and improper use or disclosure would cause Fundera irreparable harm. Accordingly, you agree to use the Service solely as authorized in these Terms. You further acknowledge that the license granted pursuant to these Terms is not a sale and does not transfer to you title or ownership of the Service or a copy of the Service, but only a right of limited use. All rights not expressly granted hereunder are reserved to Fundera.


(d)   Licensee Data and Content. Subject to the terms and conditions of these Terms, you grant Fundera a limited, non-transferable (except pursuant to Section 14(a) below) license to use the information and data you enter into the Service (including personal information about borrowers) (“Data”) for the purpose of facilitating connections between lenders and borrowers. You represent and warrant that: (i) you own the Data posted by you on or through the Service or otherwise have the right to grant the license set forth in this Section 2(d); (ii) you have obtained the express consent to submit personal information about any borrowers you refer through the Service and that the posting and use of Data on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the posting of Data on the Service does not result in a breach of contract between you and any third party. Fundera may calculate aggregate statistics about its referral partners’ Data and use those statistics (but not the underlying Data) for purposes of sales, marketing, business development, product enhancement, or customer service.


(e)    Information Collection.  You agree that Fundera may monitor and record your telephone and electronic communications with us at any time, without further notice to you or any party to the communication.   


3.       USE OF THE SERVICE. You will (a) be responsible for your (and as applicable, your personnel’s) compliance with these Terms, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Fundera immediately of any such unauthorized access and/or use of which you become aware, and (c) use the Service only in accordance with these Terms and all applicable laws and government regulations. You will not (i) make the Service available to any third party, (ii) sell, resell, rent or lease the Service, (iii) interfere with or disrupt the integrity or performance of the Service or any third-party data contained on the Service, including, as applicable, the third-party data of your employees, or (iv) attempt to gain unauthorized access to the Service or their related systems or networks. 


4.       YOUR ACCOUNT. You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity emanating from your Account, whether or not such activity was authorized by you. If your username or password are lost or stolen, or if you believe that unauthorized third parties have accessed your Account, then you should notify Fundera immediately via e-mail to, and should change your password at the earliest possible opportunity. We will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying us of such unauthorized use or loss of your credentials. 


5.       THIRD PARTY WEBSITES. The Service may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.


6.       FEEDBACK. From time to time, you may provide us (either on your own accord or at our request) feedback, analysis, suggestions and comments (including, but not limited to, bug reports and test results, and design suggestions or ideas) related to the Service (collectively, “Feedback”). As between you and us, all right, title and interest in and to any Feedback will be owned by Fundera, and you hereby assign all Feedback to Fundera. You agree that Fundera has the perpetual, irrevocable and worldwide right to use, modify, license, sublicense and otherwise exploit all or part of the Feedback or any derivative thereof in any manner or media now known or hereafter devised without any remuneration, compensation or credit to you.


7.       ELECTRONIC COMMUNICATIONS.  Upon acceptance of this Agreement, you agree that Fundera can provide all notices and other communications (“Communications”) to you electronically by emailing it to the email address listed in your Account.  You also agree that electronic Communications have the same meaning and effect as if we had provided you with paper copies.  Such Communications are considered received by you within 24 hours of the time emailed to you unless we receive notice that the email was not delivered.  You agree that Fundera is not responsible for any such Communications sent to the email address listed in your Account but intercepted or received by anyone other than the intended recipients. You hereby release Fundera and its affiliates, and each of their agents, employees, and representatives, from any and all liabilities, claims, losses, damages, injuries, and expenses of any kind in any way connected with or arising out of the interception or receipt of such electronic Communications by any unintended recipients.




(a)   Term. These Terms are in effect until terminated. Either party may terminate these Terms for convenience. You may terminate these Terms by closing your Account. We may terminate these terms upon 5 days’ notice to you. 


(b)   Effect of Termination. Upon expiration or termination of these Terms for any reason, the rights, licenses and access to the Service granted to you under these Terms will immediately terminate.


(c)    Survival. All terms and provisions of this Agreement, including any exhibits, which by their nature are intended to survive any termination or expiration of these Terms, will so survive.


9.       WARRANTY DISCLAIMER. You expressly acknowledge and agree that use of the service is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy, and effort is with you. To the maximum extent permitted by applicable law, the service is provided “as is” and “as available,” with all faults and without warranty of any kind, and Fundera hereby disclaims, on behalf of itself and its suppliers and licensors, all warranties and conditions with respect to the service, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, title, and non-infringement of third party rights. Fundera does not warrant against interference with your enjoyment of the service, that the functions contained in or services performed or provided by the service will meet your requirements, that the operation of the service will be uninterrupted or error-free or not interfere with your use or enjoyment of any other products, goods or services, or that defects in the service will be corrected.  No oral or written information or advice given by Fundera or its authorized representatives will create a warranty not expressly provided for in the terms. 


10.   LIMITATION OF LIABILITY. To the extent not prohibited by law, in no event will Fundera or its suppliers or licensors be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the service, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if Fundera has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event will Fundera’s total liability to you for all damages arising out of this agreement exceed the amounts paid by Fundera to you in the 12 months preceding the event giving rise to liability. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. 


11.   THIRD PARTY DISPUTES. Any dispute you have with any service provider, third party service or other third party, including, without limitation, any lender you refer to Fundera, is directly between you and such third party, and you irrevocably release Fundera (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.


12.   INDEMNIFICATION. You will indemnify, defend and hold the Fundera harmless from any claim, action, suit or proceeding made or brought against Fundera arising out of or related to your breach of any term of these Terms. Fundera will use reasonable efforts to notify you of any such claim, action or proceeding for which it seeks an indemnification from you upon becoming aware of it, but if Fundera is unable to communicate with you in a timely manner because of an inactive e-mail address for you, then your indemnification obligation will continue notwithstanding Fundera’s inability to promptly contact you. You agree that Fundera will, at your expense, have sole control over any defense against any claim for which you are obligated to indemnify Fundera pursuant to this Section; provided, however, that you will at all times have the option to participate in any matter or litigation, including, but not limited to, participation through counsel of your own selection, if desired, at your own expense. 




(a)   Mandatory Arbitration. You and Fundera and each of our respective subsidiaries, affiliates, predecessors in interest, successors, and permitted assigns agree to arbitration (except for matters that may be taken to small claims court), as the exclusive form of dispute resolution except as provided for below, for all disputes and claims arising out of or relating to these terms or your use of the service. 

                                                                             (i)            Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to Fundera, to you via any other method available to Fundera, including via e-mail. The Notice to Fundera should be addressed to 123 William Street, 21st Floor, New York, NY 10038, Attn: Chief Operating Officer (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and Fundera do not reach an agreement to resolve the claim within 30 days after the Notice is received, then you or Fundera may commence an arbitration proceeding as set forth below or file a claim in small claims court. The American Arbitration Association (“AAA”) will administer the arbitration in accordance with its commercial arbitration rules and the supplementary procedures for consumer related disputes (the “Rules”), as modified by these terms. The Rules and AAA forms are available at If you are required to pay a filing fee to commence an arbitration against Fundera, then Fundera will promptly reimburse you for your confirmed payment of the filing fee upon Fundera’s receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith, in which case you are solely responsible for the payment of the filing fee.

                                                                           (ii)            Arbitration Proceeding. The arbitration will be in English. A single independent and impartial arbitrator will be appointed pursuant to the Rules, as modified herein. You and Fundera agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (A) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (B) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (C) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

                                                                         (iii)            No Class Actions. You and Fundera agree that you and Fundera may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, you agree that the arbitrator may not consolidate proceedings of more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific proviso is found to be unenforceable, then the entirety of this mandatory arbitration section will be null and void. 

                                                                          (iv)            Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim.  The arbitrator will apply New York state law in conducting the arbitration. You acknowledge that these terms and your use of the Service evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms.


(b)   Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which Fundera seeks equitable relief of any kind. You acknowledge that, in the event of a breach of these Terms by Fundera or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Fundera, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in these Terms.


(c)    Claims. You and Fundera agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms or the Service, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.


(d)   Improperly Filed Claims. All claims you bring against Fundera must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section will be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, Fundera may recover attorneys’ fees and costs up to $5,000, provided that Fundera has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.


(e)    Modifications. In the event that Fundera makes any future change to the Mandatory Arbitration provision (other than a change to Fundera’s Arbitration Notice Address), you may reject any such change by sending us written notice within 30 days of the change to Fundera’s Arbitration Notice Address, in which case your Account with Fundera and your license to use the Service will terminate immediately, and this Dispute Resolution provision, as in effect immediately prior to the amendments you reject, will survive the termination of these Terms.


(f)     Enforceability. If only Section 12(a)(iii) or the entirety of this Section 12 is found to be unenforceable, then the entirety of this Section 12 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 13 will govern any action arising out of or related to these Terms.


14.   GOVERNING LAW. New York state law, excluding its conflicts of law rules, governs these Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.



a)      Independent Contractors. The relationship between the parties will be that of independent contractors.  You may not represent yourself as an agent or legal representative of Fundera for any purpose whatsoever, and have no right to create or assume any obligation of any kind, express or implied, for or on behalf of Fundera in any way whatsoever.  This agreement will not create or be deemed to create any agency, partnership or joint venture between the parties.


(b)   Assignment. Neither party may assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that Fundera may assign these Terms to a parent, affiliate, subsidiary, or successor to its business. Subject to the foregoing, these Terms will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section will be null and void.


(c)    Severability. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law the remaining provisions of these Terms will remain in full force and effect.


(d)   Modification and Waiver. No waiver or modification of these Terms will be valid unless made in writing and signed by both parties. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.


(e)    Entire Agreement. These Terms, together with the Referral Agreement between you and Fundera (if any), embody the entire understanding of the parties and supersedes any previous or contemporaneous communications, whether oral or written; and may be amended only by a writing signed by both parties. In the event of a direct conflict between these Terms and any Referral Agreement (if any) between you and Fundera, the terms of the Referral Agreement will control.