TERMS OF USE

Last Updated: November 1, 2024

1. INTRODUCTION

These Terms of Use ("Terms") govern your access to and use of the services, applications, and website (collectively, the "Services") provided by Aaim, Inc. ("Aaim," "we," "our," or "us").

Our Services are primarily provided to financial institutions ("Partner Institutions") to enable asset verification, valuation, and monitoring for lending purposes. If you are accessing our Services through a Partner Institution, these Terms apply to your use of the Services.

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

2. DEFINITIONS

Content: All text, information, data, graphics, features, functionality, and materials available through the Services.
User, "you," and "your": Any individual or entity that accesses or uses the Services.
Partner Institutions: Financial institutions, including banks and credit unions, that use our Services.
Platform: The technology infrastructure, software, and systems that comprise the Services.

3. ACCEPTANCE OF TERMS

By accessing or using the Services, you represent and warrant that:

You have read, understood, and agree to be bound by these Terms
You are at least 18 years of age
You have the authority to enter into these Terms
Your use of the Services will not violate any applicable law or regulation

If you are using the Services on behalf of a business or other entity, you represent and warrant that you have the authority to bind that entity to these Terms.

4. SERVICES DESCRIPTION

4.1 Platform Overview

Aaim provides a platform for asset verification, valuation, and monitoring, enabling financial institutions to offer asset-based lending services. Our Services may include:

Asset discovery and aggregation
Automated valuation models
Risk assessment and monitoring
Integration with financial data providers
Ongoing collateral monitoring

4.2 Service Limitations

We do not provide lending services directly
We are not a financial institution or financial advisor
We do not guarantee loan approval or specific lending terms
We do not make investment recommendations

5. ACCOUNT REGISTRATION AND SECURITY

5.1 Authorization

When you authorize our Services through a Partner Institution, you may be required to provide certain information and grant us access to your financial accounts. You agree to:

Provide accurate, current, and complete information
Maintain and promptly update this information
Follow all security procedures we or our Partner Institutions specify

5.2 Account Security

You are responsible for:

Maintaining the confidentiality of any credentials used to access the Services
Restricting access to your devices
All activities that occur under your account
Notifying us immediately of any unauthorized access or security breach

6. USER CONDUCT AND RESTRICTIONS

6.1 Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

Use the Services in any way that violates applicable laws or regulations
Impersonate any person or entity
Interfere with the operation of the Services
Attempt to gain unauthorized access to the Services
Engage in any data mining or similar data gathering activities
Use the Services to transmit harmful code or materials
Use automated means to access the Services without our authorization

6.2 Content Restrictions

You agree not to upload, transmit, or otherwise make available any content that:

Is false, misleading, or deceptive
Infringes any intellectual property rights
Is defamatory, obscene, or offensive
Contains harmful code or malware
Violates any person's privacy or publicity rights

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Ownership

The Services, including all content, features, and functionality, are owned by Aaim and its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

7.2 License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely as permitted by these Terms.

7.3 Restrictions

You may not:

Copy, modify, or create derivative works of the Services
Reverse engineer, decompile, or disassemble the Services
Remove or alter any copyright, trademark, or other proprietary notices
License, sell, rent, lease, transfer, or otherwise exploit the Services
Use the Services to build a competitive product or service

8. FINANCIAL INSTITUTION RELATIONSHIPS

8.1 Role of Aaim

Aaim provides technology services to Partner Institutions to enable asset verification, valuation, and monitoring. We are not a lender, financial institution, or financial advisor.

8.2 Partner Institution Relationships

Your relationship with your financial institutions is governed by their respective terms and agreements. We are not responsible for:

The actions or omissions of your financial institutions
The terms of any loans or other products offered by financial institutions
The availability or accuracy of information provided by financial institutions

8.3 Data Sharing

By authorizing our Services through a Partner Institution, you authorize us to access and share your financial information as necessary to provide the Services.

9. DATA USAGE AND PRIVACY

9.1 Data Collection and Use

Our collection, use, and sharing of your information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

9.2 Data Accuracy

While we strive to ensure the accuracy of the information processed through our Services, we rely on information provided by you, Partner Institutions, and third-party data providers. We do not guarantee the accuracy, completeness, or timeliness of this information.

9.3 Data Security

We implement reasonable security measures to protect your information, as described in our Privacy Policy. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

10. DISCLAIMERS

10.1 Service Availability

The Services are provided on an "as is" and "as available" basis. We do not guarantee that the Services will be uninterrupted, error-free, or free from harmful components.

10.2 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.3 Financial Information Disclaimer

We do not provide financial, investment, legal, or tax advice
We do not endorse any financial products or services
We do not guarantee the accuracy of asset valuations or risk assessments
We are not responsible for lending decisions made by Partner Institutions

11. LIMITATION OF LIABILITY

11.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AAIM OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA, OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AAIM'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO AAIM FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO AAIM.

11.3 Exceptions

The limitations in this section do not exclude or limit liability for personal injury or death, fraud, gross negligence, or willful misconduct, or any other liability that cannot be excluded or limited under applicable law.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Aaim and its affiliates, directors, officers, employees, agents, and licensors from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including attorneys' fees) arising out of or relating to:

Your violation of these Terms
Your use of the Services
Your violation of the rights of a third party
Your violation of applicable laws or regulations

13. TERM AND TERMINATION

13.1 Term

These Terms will remain in effect until terminated by you or us.

13.2 Termination by You

You may terminate these Terms by discontinuing use of the Services and, if applicable, by following the termination procedures specified by your Partner Institution.

13.3 Termination by Us

We may terminate or suspend your access to the Services at any time, without prior notice or liability, for any reason, including if you breach these Terms.

13.4 Effect of Termination

Upon termination:

Your right to access and use the Services will immediately cease
Any provision of these Terms that by its nature should survive termination will survive
We may, but are not obligated to, delete your information and account data

14. DISPUTE RESOLUTION

14.1 Governing Law

These Terms and any dispute arising from or related to these Terms or the Services will be governed by and construed in accordance with the laws of California, without regard to its conflict of law principles.

14.2 Dispute Resolution

Any dispute arising from or related to these Terms or the Services will be resolved through:

First, informal negotiation, where you agree to contact us with your concerns and we will attempt to resolve them informally
If informal negotiation fails, through binding arbitration in accordance with the rules of the American Arbitration Association
Small claims court, if the dispute qualifies

14.3 Class Action Waiver

YOU AND AAIM AGREE THAT EACH 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.

14.4 Time Limitation

Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues.

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Aaim regarding the Services.

15.2 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

15.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

15.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

15.5 Force Majeure

We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, pandemic, terrorism, riot, embargoes, civil unrest, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor, or materials.

15.6 Feedback

If you provide us with any feedback or suggestions, you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use such feedback or suggestions for any purpose without compensation to you.

16. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

Email: legal@aaim.com
‍Address: 99 Wall Street, Suite 1610, New York, NY 10005
Phone: 212-931-6500

These Terms were last updated on 11/01/2024