Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Tower Logix Inc., a California corporation (“Company,” “we,” “us,” or “our”), governing your access to and use of the LendPitch platform (“Platform”), accessible at lendpitch.com and related subdomains (collectively, the “Service”).

1. Acceptance of Terms

By accessing, browsing, or using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Service.

If you are accessing the Service on behalf of an organization (e.g., a dealership or lending institution), you represent and warrant that you have the authority to bind that organization to these Terms, and the terms “you” and “your” shall refer to both you individually and such organization.

2. Description of Service

LendPitch is an online marketplace platform that connects automobile dealers (“Dealers”) with lenders (“Lenders”) to facilitate the matching and processing of auto finance deals. The Platform provides tools for deal submission, lender matching, AI-powered scoring, document management, and communication between parties.

Important Disclaimers About the Service

You expressly acknowledge and agree to the following:

• Tower Logix Inc. is not a lender, financial institution, bank, credit union, broker, or financial advisor. We do not make lending decisions, extend credit, fund loans, or originate any financial products.
• The Service is a marketplace and technology platform only. We facilitate connections between Dealers and Lenders but are not a party to any financial transaction between them.
• AI-generated scores, analyses, and recommendations are informational only. They do not constitute financial advice, credit decisions, lending commitments, or guarantees of any kind. No user should rely on any AI-generated output as a basis for a financial, credit, or lending decision.
• We owe no fiduciary duty to any user. The relationship between Company and User is solely that of a technology service provider and customer.
• We do not guarantee funding, approval, or any particular outcome for any deal submitted through the Platform. Lending decisions are made solely by Lenders in their independent judgment and discretion.

3. Eligibility

To use the Service, you must:

• Be at least 18 years of age.
• If registering as a Dealer, hold a valid auto dealer license issued by the applicable state authority.
• If registering as a Lender, be a duly licensed and authorized lending institution or have proper authorization to act on behalf of one.
• Be located in, or operating within, the United States.
• Not have been previously suspended or removed from the Service.
• Have the legal capacity to enter into a binding agreement.

We reserve the right to verify your eligibility at any time and to refuse or terminate access to anyone who does not meet these requirements.

4. Account Registration and Security

To access certain features of the Service, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information during registration and keep it updated.
• Maintain the confidentiality of your account credentials (username and password).
• Not share your account credentials with any other person.
• Immediately notify us at security@towerlogix.com of any unauthorized access to or use of your account.
• Accept full responsibility for all activities that occur under your account, whether or not authorized by you.

We are not liable for any loss or damage arising from your failure to comply with these security obligations.

5. User Responsibilities

a. General Obligations

All users agree to:

• Use the Service in compliance with all applicable federal, state, and local laws and regulations.
• Provide accurate, truthful, and complete information in all submissions and communications.
• Not submit false, misleading, or fraudulent information.
• Respect the rights and privacy of other users and third parties.

b. Dealer-Specific Obligations

Dealers using the Service represent, warrant, and agree that they:

• Hold and will maintain all required state and local licenses and permits to operate as an automobile dealership.
• Have obtained all required consumer authorizations, consents, and disclosures before submitting any customer information through the Platform, including but not limited to written consent to pull credit reports and share personal information with lenders.
• Will comply with the Gramm-Leach-Bliley Act (GLBA) and its implementing regulations regarding the protection and handling of consumer financial information.
• Will comply with the Equal Credit Opportunity Act (ECOA) and Regulation B, and will not discriminate on any prohibited basis in connection with credit transactions.
• Will comply with the Fair Credit Reporting Act (FCRA) regarding permissible purposes for obtaining and using consumer credit information.
• Will comply with the Truth in Lending Act (TILA) and Regulation Z regarding disclosures in consumer credit transactions.
• Will comply with all applicable state and federal privacy, data protection, and consumer protection laws.
• Are solely responsible for their interactions with customers and borrowers, and that Company has no liability for any claims arising from the dealer-customer relationship.

c. Lender-Specific Obligations

Lenders using the Service represent, warrant, and agree that they:

• Are duly licensed and authorized to operate as a lending institution in all jurisdictions where they conduct business.
• Will make all lending decisions independently and in their sole discretion, using their own underwriting criteria and processes.
• Will comply with all applicable fair lending laws, including the ECOA, FCRA, TILA, and all state lending regulations.
• Will not rely solely on any AI-generated score, analysis, or recommendation from the Platform as the basis for any lending decision.
• Are solely responsible for their lending decisions, terms, and the administration of any loans originated through leads obtained via the Service.

6. Prohibited Uses

You agree not to use the Service to:

• Submit false, fraudulent, or misleading information, including fabricated deal data or straw purchases.
• Engage in identity theft, identity fraud, or use another person's information without proper authorization.
• Circumvent, disable, or otherwise interfere with security features of the Service.
• Access or attempt to access accounts, systems, or data not belonging to you.
• Use automated means (bots, scrapers, crawlers, or similar tools) to access, collect data from, or interact with the Service without our prior written consent.
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Platform, including any AI models or algorithms.
• Copy, reproduce, or distribute any content or data from the Service for the purpose of building a competing product or service.
• Interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure.
• Transmit viruses, malware, or other harmful code.
• Violate any applicable law, regulation, or third-party right.
• Use the Service for any purpose other than its intended automotive finance marketplace functionality.

Violation of this section may result in immediate termination of your account and access, and may subject you to legal liability.

7. Intellectual Property

a. Company Intellectual Property

The Service, including all software, algorithms, AI models, user interfaces, designs, text, graphics, logos, trademarks, and other content (collectively, “Company IP”), is owned by or licensed to Tower Logix Inc. and is protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose, subject to these Terms. No other rights are granted, and all rights not expressly granted are reserved.

b. User Content

You retain ownership of information and content you submit to the Service (“User Content”). By submitting User Content, you grant Tower Logix Inc. a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, process, adapt, modify, publish, and display such User Content for the purpose of providing, improving, and promoting the Service, including training and improving AI models and algorithms. This license survives termination of your account.

c. Feedback

If you provide feedback, suggestions, or ideas about the Service (“Feedback”), you assign all right, title, and interest in such Feedback to Tower Logix Inc. We are free to use Feedback for any purpose without obligation, compensation, or attribution to you.

8. Pricing and Payment

a. Dealer Pricing

Dealers may access and use the Service free of charge. We reserve the right to introduce fees for Dealers with at least 60 days' prior written notice.

b. Lender Pricing

Lenders are charged a fee of $20.00 per booked deal that is originated through a lead obtained via the Service. A “booked deal” means a deal that has been funded or closed as confirmed through the Platform. Payment is due within 30 days of invoice. Late payments are subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance.

c. Changes to Pricing

We reserve the right to modify pricing at any time. Changes will be communicated at least 60 days in advance via email to the address on file. Continued use of the Service after the effective date of any pricing change constitutes acceptance of the new pricing.

d. Taxes

All fees are exclusive of taxes. You are responsible for all applicable sales, use, and other taxes imposed by any governmental authority.

9. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TOWER LOGIX INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, TOWER LOGIX INC. MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY RESULTS OR INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) ANY DEAL SUBMITTED THROUGH THE SERVICE WILL RESULT IN FUNDING, APPROVAL, OR ANY PARTICULAR OUTCOME; (E) ANY AI-GENERATED SCORE, ANALYSIS, RECOMMENDATION, OR OUTPUT IS ACCURATE, RELIABLE, OR SUITABLE FOR ANY PURPOSE, INCLUDING ANY LENDING, CREDIT, OR FINANCIAL DECISION; OR (F) ANY DEFECTS IN THE SERVICE WILL BE CORRECTED.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOWER LOGIX INC. OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

To the extent that California Civil Code Section 1542 or any similar federal or state law applies, you expressly waive and relinquish all rights and benefits under such provision. Section 1542 provides:

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TOWER LOGIX INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (C) ANY DEAL, TRANSACTION, OR INTERACTION BETWEEN DEALERS AND LENDERS; (D) ANY AI-GENERATED SCORE, ANALYSIS, OR RECOMMENDATION; (E) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR DATA; OR (F) ANY OTHER MATTER RELATING TO THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT TOWER LOGIX INC. HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF TOWER LOGIX INC. FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO TOWER LOGIX INC. IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

The limitations set forth in this section shall apply even if a remedy set forth herein is found to have failed its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you to the extent prohibited by applicable law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Tower Logix Inc. and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your access to or use of the Service.
• Your violation of these Terms or any applicable law or regulation.
• Your User Content or any information you submit through the Service.
• Any claim by a customer, borrower, consumer, or other third party arising from or related to your use of the Service, your business operations, your lending decisions, or your dealer activities.
• Your violation of any applicable privacy, consumer protection, fair lending, or financial services law or regulation, including but not limited to the GLBA, ECOA, FCRA, TILA, CCPA, and their implementing regulations.
• Any dispute between you and another user of the Service or any third party.
• Your reliance on any AI-generated score, analysis, recommendation, or output provided through the Service.

This indemnification obligation survives termination of these Terms and your account.

12. Dispute Resolution

a. Governing Law

These Terms and any dispute arising out of or relating to them or the Service shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles.

b. Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Tower Logix Inc. agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including the validity, enforceability, or scope of this arbitration provision) shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, rather than in court. The arbitration shall be conducted by a single arbitrator in Los Angeles County, California, or at another mutually agreed location.

The arbitrator shall have exclusive authority to resolve all disputes, including whether a particular claim is arbitrable. The arbitrator's decision shall be final and binding, and judgment upon the award rendered may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction in Los Angeles County, California, to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

c. Class Action Waiver

YOU AND TOWER LOGIX INC. AGREE THAT EACH PARTY 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, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID.

d. Statute of Limitations

You agree that any claim or cause of action arising out of or related to these Terms or the Service must be filed within one (1) year after such claim or cause of action arose, or be forever barred. This limitation applies regardless of any statute of limitations that might otherwise apply.

e. Opt-Out

You have the right to opt out of this arbitration provision by sending written notice of your decision to opt out to legal@towerlogix.com within 30 days of first accepting these Terms. Your notice must include your name, mailing address, and a clear statement that you wish to opt out of this arbitration clause.

13. Termination

Either party may terminate these Terms at any time for any reason or no reason. You may terminate by ceasing to use the Service and deleting your account. We may terminate or suspend your account and access to the Service at any time, with or without cause, with or without notice, effective immediately.

Upon termination:

• Your right to access and use the Service will immediately cease.
• All outstanding fees and obligations shall become immediately due and payable.
• We may retain and use your data in accordance with our Privacy Policy and applicable law.
• Sections 2 (Description of Service, disclaimers), 5 (User Responsibilities), 7 (Intellectual Property), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Dispute Resolution), 15 (Severability), and 16 (Entire Agreement) shall survive termination.

14. Modifications to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the “Last Updated” date at the top of this page.
• Provide at least 30 days' prior notice of material changes via email to the address associated with your account and/or a prominent notice on the Service.

Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service before the changes take effect.

15. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

16. Entire Agreement

a. Complete Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and Tower Logix Inc. with respect to the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and Tower Logix Inc. regarding the Service.

b. Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. Tower Logix Inc. may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets. Any purported assignment in violation of this section shall be null and void.

c. Force Majeure

Tower Logix Inc. shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, government actions, power failures, Internet outages, or third-party service provider failures.

d. Electronic Communications

By using the Service, you consent to receive electronic communications from us (e.g., email, in-app notifications). You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

e. No Waiver

The failure of Tower Logix Inc. to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. A waiver of any right or provision will only be effective if made in writing and signed by a duly authorized representative of Tower Logix Inc.

f. No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. No person or entity other than you and Tower Logix Inc. shall have any rights under or by virtue of these Terms.

17. Contact Information

If you have questions, concerns, or requests regarding these Terms of Service, please contact us: