Terms of Service

1. Introduction and Acceptance

Sussex Capital LLC provides a business financing platform that helps connect eligible businesses with potential financing solutions through a network of financial partners, lenders, funders, brokers, processors, and related financing providers.

These Terms apply to all users of the Platform, including but not limited to:

• Business owners;
• Borrowers;
• Merchants;
• Authorized representatives of businesses;
• Referral partners;
• Brokers;
• Consultants;
• Professional service providers; and
• Any other person or entity that accesses or uses the Platform.

By using the Platform, you represent that you have read, understood, and agree to these Terms.

Sussex Capital LLC reserves the right to update, revise, or modify these Terms at any time. Any changes will be effective when posted on the Platform or otherwise made available. Your continued use of the Platform after updated Terms are posted constitutes your acceptance of the revised Terms.

2. Eligibility

To use the Platform, you must:

• Be at least eighteen years of age;
• Be legally capable of entering into binding agreements;
• Be legally authorized to act on behalf of the business you represent;
• Use the Platform only for lawful business purposes;
• Represent a legitimate business registered and operating in the United States; and
• Provide accurate, complete, and truthful information.

If you are using the Platform on behalf of a company, partnership, corporation, limited liability company, sole proprietorship, or other business entity, you represent and warrant that you have authority to bind that business to these Terms.

Sussex Capital LLC may decline, suspend, or terminate access to the Platform if it believes a user does not meet these eligibility requirements.

3. Services Provided

Sussex Capital LLC connects businesses with potential financing solutions through its network of financial partners, lenders, funders, brokers, processors, underwriters, and related financing providers.

The Platform may allow users to:

• Submit business financing inquiries;
• Provide business, contact, and financial information;
• Upload or submit bank statements and related documents;
• Request potential financing options;
• Communicate with Sussex Capital LLC regarding financing opportunities;
• Be connected with financial partners or lenders; and
• Participate in or inquire about Sussex Capital LLC's referral partner program.

Sussex Capital LLC may also facilitate a referral partner program for brokers, consultants, professional service providers, and other referral sources who refer eligible businesses in good faith.

Sussex Capital LLC acts as an intermediary and is not a direct lender. Sussex Capital LLC does not itself guarantee, approve, underwrite, fund, or issue financing unless expressly stated in a separate written agreement.

Any financing offer, approval, funding amount, pricing, term, repayment structure, rate, fee, or condition is subject to review, underwriting, verification, partner approval, and final documentation.

4. Application and Submission Terms

Submitting an application, inquiry, document package, or financing request through the Platform does not guarantee approval, funding, or any particular financing terms.

You agree to provide accurate, complete, current, and truthful information when using the Platform, including but not limited to:

• Personal contact information;
• Business name and address;
• Employer Identification Number or tax identification information;
• Industry information;
• Ownership and authorization information;
• Average monthly revenue;
• Requested financing amount;
• Bank statements;
• Existing financing obligations; and
• Any other information requested in connection with the financing process.

You acknowledge that Sussex Capital LLC and/or its financial partners may rely on the information you provide when evaluating financing options.

Sussex Capital LLC reserves the right to decline, reject, pause, or discontinue review of any application or inquiry at any time and for any lawful reason, without obligation to provide an explanation.

Sussex Capital LLC may also request additional information, documentation, verification, or clarification before submitting your information to financial partners or continuing with any financing process.

5. No Guarantee of Financing

You understand and agree that use of the Platform does not guarantee:

• Approval for financing;
• Receipt of funding;
• Any specific funding amount;
• Any specific rate, factor rate, term, repayment structure, or fee;
• Continued availability of any offer;
• Approval by any lender, funder, or financial partner; or
• That any financing offer will meet your business needs.

Any offer or approval may be withdrawn, modified, conditioned, or declined based on underwriting, verification, business performance, documentation, third-party review, or other factors.

Sussex Capital LLC is not responsible for any financing outcome, denial, delay, modification, withdrawal, or failure to fund.

6. Referral Partner Terms

The Platform may allow brokers, consultants, professional service providers, and other referral sources to refer businesses to Sussex Capital LLC.

Referral partners agree to refer only eligible businesses in good faith and must not submit referrals that are fraudulent, misleading, unauthorized, or made without the business's knowledge or consent.

Referral partners agree that they will not:

• Misrepresent Sussex Capital LLC's services;
• State or imply that Sussex Capital LLC guarantees approval or funding;
• Make unauthorized promises regarding pricing, funding amounts, rates, terms, approvals, or timelines;
• Submit false, misleading, or incomplete information;
• Hold themselves out as employees, agents, or legal representatives of Sussex Capital LLC unless expressly authorized in writing;
• Use Sussex Capital LLC's name, branding, content, or materials without permission;
• Engage in deceptive, unlawful, or abusive marketing practices; or
• Violate applicable laws, regulations, or industry standards.

Any referral compensation, commission, fee split, payment timing, exclusivity, lead ownership, clawback, confidentiality, or related commercial arrangement shall be governed by a separate written referral partner agreement, if applicable.

Nothing in these Terms creates a right to compensation unless such compensation is expressly provided in a separate written agreement signed or otherwise authorized by Sussex Capital LLC.

Sussex Capital LLC may reject any referred business, terminate any referral relationship, or decline to pay compensation where the referral violates these Terms, applicable law, or any separate partner agreement.

7. User Responsibilities

You are responsible for your use of the Platform and for all information, documents, and materials submitted by you or on your behalf.

You agree to:

• Use the Platform only for lawful business purposes;
• Provide truthful, accurate, current, and complete information;
• Maintain the confidentiality of any account credentials, if applicable;
• Promptly update Sussex Capital LLC if submitted information changes;
• Review all financing documents before signing;
• Comply with all applicable laws and regulations;
• Ensure that you have authority to submit information on behalf of the business you represent; and
• Cooperate with reasonable verification or due diligence requests.

You are solely responsible for determining whether any financing product, offer, agreement, or arrangement is suitable for your business.

8. Prohibited Conduct

You may not use the Platform to:

• Submit false, misleading, incomplete, altered, forged, or fraudulent information;
• Misrepresent your identity, business, authority, ownership, revenue, financial condition, or financing need;
• Apply for financing on behalf of a business without proper authorization;
• Use the Platform for any illegal, fraudulent, abusive, or unauthorized purpose;
• Attempt to manipulate, interfere with, disable, or disrupt the Platform's operations;
• Attempt to circumvent security measures or access systems without authorization;
• Upload viruses, malware, scripts, bots, or harmful code;
• Scrape, copy, harvest, or misuse Platform data or content;
• Violate the rights of Sussex Capital LLC, its partners, users, or third parties;
• Misrepresent Sussex Capital LLC's relationship with any lender, funder, or financial partner;
• Use the Platform to engage in deceptive marketing, spam, harassment, or unauthorized solicitation; or
• Violate any applicable law, regulation, contract, or third-party obligation.

Sussex Capital LLC reserves the right to investigate suspected violations and take appropriate action, including suspending access, rejecting applications, terminating referral relationships, preserving records, or reporting suspected misconduct.

9. Third-Party Financial Partners and Lenders

Sussex Capital LLC may share user information with third-party financial partners, lenders, funders, brokers, processors, underwriters, or other financing providers for the purpose of evaluating, processing, underwriting, approving, or facilitating financing requests.

These third parties are independent from Sussex Capital LLC unless expressly stated otherwise.

You acknowledge and agree that:

• Third-party lenders and financial partners make their own decisions;
• Sussex Capital LLC does not control third-party underwriting or approval standards;
• Third-party providers may require separate agreements, disclosures, documents, consents, or authorizations;
• Third-party providers may have their own privacy policies and terms;
• You are responsible for reviewing all final financing documents; and
• Sussex Capital LLC is not liable for the acts, omissions, decisions, delays, denials, representations, or agreements of third-party providers.

10. Privacy

Your use of the Platform is subject to the Sussex Capital LLC Privacy Policy, which explains how Sussex Capital LLC collects, uses, shares, stores, and protects personal, business, and financial information.

By using the Platform, submitting an application, uploading documents, participating as a referral partner, or otherwise providing information to Sussex Capital LLC, you acknowledge that your information may be collected and used in accordance with the Privacy Policy.

Where applicable, Sussex Capital LLC may share your information with financial partners, lenders, funders, service providers, or other third parties as described in the Privacy Policy.

11. Intellectual Property

All content, branding, names, logos, designs, materials, website content, application forms, workflows, graphics, text, documents, software, technology, and other materials made available through the Platform are owned by Sussex Capital LLC or its licensors and are protected by intellectual property and other applicable laws.

You may not copy, reproduce, modify, distribute, display, publish, sell, license, reverse engineer, exploit, or create derivative works from any portion of the Platform without prior written permission from Sussex Capital LLC.

Nothing in these Terms grants you ownership of any Sussex Capital LLC intellectual property.

Referral partners may not use Sussex Capital LLC's name, logo, branding, materials, or marketing content without prior written authorization.

12. User-Submitted Content and Documents

You retain ownership of information and documents you submit to Sussex Capital LLC, subject to the rights granted in these Terms.

By submitting information, applications, documents, bank statements, business records, contact information, referral information, or other materials to Sussex Capital LLC, you grant Sussex Capital LLC the right to use, review, process, store, transmit, share, and evaluate such materials for purposes related to:

• Providing the Platform;
• Reviewing financing inquiries;
• Processing applications;
• Communicating with you;
• Facilitating financing opportunities;
• Managing referral relationships;
• Maintaining business records;
• Conducting internal operations;
• Complying with legal obligations; and
• Enforcing these Terms.

You represent and warrant that you have all rights and authority necessary to submit such materials.

13. Communications Consent

By providing your phone number, email address, or other contact information, you agree that Sussex Capital LLC may contact you regarding your inquiry, application, referral, financing options, requested services, documentation, account, or related business matters.

Communications may occur by phone, email, text message, online form, or other electronic means.

You may request to stop receiving certain promotional or non-essential communications, but Sussex Capital LLC may still contact you regarding active applications, transactions, legal notices, servicing matters, documentation, or other necessary business communications.

14. Disclaimer of Warranties

The Platform is provided on an "as is" and "as available" basis.

To the fullest extent permitted by law, Sussex Capital LLC disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, reliability, and uninterrupted operation.

Sussex Capital LLC does not warrant that:

• The Platform will be uninterrupted, secure, or error-free;
• Any application will be approved;
• Any financing will be provided;
• Any offer will remain available;
• Any lender or financial partner will take a particular action;
• Any information on the Platform will always be complete, current, or accurate; or
• The Platform will meet your expectations or business needs.

15. Limitation of Liability

To the fullest extent permitted by law, Sussex Capital LLC and its members, managers, officers, employees, contractors, representatives, affiliates, agents, vendors, service providers, and financial partners shall not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or similar damages arising out of or relating to:

• Your use of or inability to use the Platform;
• Any financing application, approval, denial, delay, modification, withdrawal, or failure to fund;
• Decisions made by lenders, funders, or financial partners;
• Information submitted by you or on your behalf;
• Third-party websites, services, platforms, lenders, funders, or providers;
• Unauthorized access, technical issues, interruptions, or data loss;
• Referral partner relationships or compensation disputes, except as expressly provided in a separate written agreement; or
• Any other matter arising out of or relating to the Platform or these Terms.

Sussex Capital LLC is not responsible for financing outcomes, denials, delays, funding changes, business losses, lost profits, lost opportunities, loss of goodwill, lost data, or business interruption.

To the maximum extent permitted by law, Sussex Capital LLC's total liability for any claim arising out of or relating to the Platform or these Terms shall not exceed one hundred dollars or the amount paid directly by you to Sussex Capital LLC for use of the Platform during the three months preceding the claim, whichever is greater.

16. Indemnification

You agree to defend, indemnify, and hold harmless Sussex Capital LLC and its members, managers, officers, employees, contractors, representatives, affiliates, agents, vendors, service providers, and financial partners from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Your use of the Platform;
• Your violation of these Terms;
• Your violation of applicable law;
• Your submission of false, misleading, incomplete, unauthorized, or fraudulent information;
• Your violation of any third-party rights;
• Any dispute regarding your authority to act on behalf of a business;
• Any referred business or referral partner activity;
• Your communications with clients, borrowers, merchants, lenders, funders, or third parties;
• Your misuse of Sussex Capital LLC's name, brand, or materials; or
• Any financing application, referral, transaction, or communication involving information submitted by you.

17. Suspension and Termination

Sussex Capital LLC may suspend, restrict, or terminate your access to the Platform at any time, with or without notice, if Sussex Capital LLC determines that:

• You violated these Terms;
• You submitted inaccurate, misleading, fraudulent, or incomplete information;
• You are not eligible to use the Platform;
• You used the Platform for an unlawful or unauthorized purpose;
• You created legal, operational, reputational, security, or business risk;
• You misrepresented Sussex Capital LLC's services;
• You violated a referral partner agreement, if applicable; or
• Continued access is no longer commercially reasonable.

Termination does not limit Sussex Capital LLC's right to retain records, enforce these Terms, pursue available remedies, or comply with legal obligations.

18. Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to the Platform, the Services, any application, any referral relationship, or these Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles.

19. Binding Arbitration and Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, the Services, any financing inquiry, any application, any referral relationship, or any related communication with Sussex Capital LLC shall be resolved through binding arbitration in New York.

The arbitration shall be administered by the American Arbitration Association, or another mutually agreed arbitration provider, in accordance with its applicable rules.

The arbitration shall take place in New York, unless the parties agree otherwise in writing.

You and Sussex Capital LLC agree that arbitration shall be conducted on an individual basis only. To the fullest extent permitted by law, neither party may bring claims as a plaintiff or class member in any purported class, collective, consolidated, representative, or private attorney general action.

Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Nothing in this section prevents Sussex Capital LLC from seeking temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect its intellectual property, confidential information, business relationships, data, systems, or legal rights.

20. Changes to These Terms

Sussex Capital LLC may update or modify these Terms at any time. Updates may be posted on the Platform, sent by email, or provided through other reasonable means.

The "Last Updated" date at the top of these Terms indicates when they were last revised.

Your continued use of the Platform after revised Terms are posted or made available constitutes your acceptance of the updated Terms.

21. Severability

If any provision of these Terms is held to be unlawful, invalid, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

22. No Waiver

The failure of Sussex Capital LLC to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Any waiver must be in writing and signed by Sussex Capital LLC.

23. Entire Agreement

These Terms, together with the Sussex Capital LLC Privacy Policy and any separate written agreement applicable to a user, borrower, referral partner, or financial relationship, constitute the entire agreement between you and Sussex Capital LLC regarding your use of the Platform.

If you are a referral partner and have entered into a separate written partner agreement with Sussex Capital LLC, that separate agreement will control with respect to compensation, commission structure, payment timing, referral ownership, confidentiality, and other partner-specific terms.

24. Contact Information