Terms of Use, Confidentiality & Non-Circumvention Agreement

This Agreement (the “Agreement”) is entered into between DLC Enterprise, LLC, a California limited liability company (“Owner,” “we,” “us,” or “our”), the sole owner of the proprietary software platform described below (the “Platform”), and each individual or entity that accesses or uses the Platform (“User,” “you,” or “your”). By clicking “I Agree,” logging into the Platform, or otherwise accessing the Platform, you accept and are bound by this Agreement. If you do not agree, you must not access or use the Platform.

1. Definitions

1. “Platform” means the proprietary software application, including without limitation all source code, object code, databases, database schemas, stored data, designs, user interfaces, user experience flows, layouts, visual elements, documentation, configuration files, algorithms, methodologies, business processes, workflow definitions, derivative works, and all related technology — currently or formerly marketed under the names “AssetFlowPro,” or any successor brand names. The brand names are marketing identifiers for Owner’s property and do not themselves hold any rights.
2. “Confidential Information” means all non-public information accessible through or arising from the Platform, including but not limited to source code, database schemas, stored data, financial models, valuation methodologies, workflow definitions, customer and counterparty lists, pricing, contractual terms, performance metrics, and any derivative works of any of the foregoing. Confidential Information does not include information that User can demonstrate by written record (a) is or becomes publicly available through no act or omission of User; (b) was rightfully known to User without confidentiality restriction before disclosure; (c) is independently developed by User without use of or reference to any Confidential Information; or (d) is rightfully received from a third party without confidentiality restriction.
3. “Restricted Parties” means any servicer, investor, borrower, counterparty, vendor, broker, attorney, custodian, title company, service provider, or other person or entity introduced to, identified through, or accessed via the Platform.
4. “Derivative Use” means any product, service, software, methodology, business activity, or commercial offering that incorporates, is derived from, or is enabled by Owner’s Confidential Information or trade secrets. Derivative Use does not include any product, service, methodology, or activity that User develops or conducts independently without use of or reference to Owner’s Confidential Information or trade secrets. The mere fact that User’s activity competes with or resembles the Platform does not, by itself, make it a Derivative Use.
5. “User Submissions” means any data, content, documents, communications, files, or other materials uploaded, transmitted, input, or otherwise made available to the Platform by or on behalf of User.

2. Acceptance & Electronic Signature

By clicking “I Agree,” accessing the Platform, or otherwise indicating assent, you acknowledge that (a) you have read this Agreement in its entirety, (b) you have the legal capacity and authority to bind yourself or the entity on whose behalf you are acting, (c) your electronic acceptance constitutes a binding signature under the federal E-SIGN Act, the California Uniform Electronic Transactions Act, and similar laws, and (d) the audit trail described in Section 3 is admissible evidence of your acceptance.

3. Audit Trail & Acknowledgment

The Platform automatically records each instance of your acceptance, including your identity, the version of this Agreement accepted, the timestamp, the originating IP address, and the user-agent string. You acknowledge that this record constitutes admissible evidence of acceptance and waive any objection to its admissibility based on form, hearsay, or authentication.

4. License Grant

Subject to your continued and strict compliance with this Agreement, Owner grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal business purposes during the term of this Agreement. All rights not expressly granted are reserved by Owner. This license confers no ownership interest of any kind.

5. Permitted Use

You may use the Platform only to (a) access functionality made available to your account by Owner, (b) view and manage data you have been authorized to view, and (c) generate and use reports, statements, and outputs for your own internal business operations.

6. Prohibited Uses

You shall not, and shall not permit any third party to:

1. Copy, modify, translate, adapt, or create derivative works of the Platform or any portion of it, except as expressly permitted by Owner in writing;
2. Reverse-engineer, decompile, disassemble, or attempt to derive the source code, structure, ideas, or algorithms underlying the Platform;
3. Resell, sublicense, lease, lend, distribute, time-share, or otherwise make the Platform available to any third party;
4. Benchmark the Platform, publish performance results, or use the Platform to develop a competing product or service;
5. Extract, scrape, harvest, mine, or systematically download Confidential Information, including by automated means, except as required for your authorized use;
6. Introduce malware, viruses, or harmful code; conduct unauthorized security testing, penetration testing, vulnerability scanning, or denial-of-service activities;
7. Circumvent or attempt to circumvent any authentication, access control, rate limit, or usage limitation;
8. Use the Platform to violate any applicable law, regulation, court order, or third-party right; or
9. Misrepresent your identity, affiliation, or authorization.

7. Account Security & Responsibility

You are solely responsible for (a) maintaining the confidentiality of your credentials, (b) all activity occurring under your account, whether or not authorized by you, and (c) immediately notifying Owner of any suspected unauthorized access. Owner is not liable for losses arising from your failure to safeguard your credentials. You shall not share credentials with any other person under any circumstances.

8. Confidentiality & Non-Disclosure

You acknowledge that the Platform contains Confidential Information of substantial competitive and commercial value, the unauthorized use or disclosure of which would cause irreparable harm to Owner. You agree:

1. To hold all Confidential Information in strict confidence and protect it with the same degree of care you use for your own most sensitive information, and in no event less than a reasonable degree of care;
2. Not to disclose Confidential Information to any third party without Owner’s prior written consent, except to your employees, contractors, or advisors who (i) have a legitimate need to know, (ii) have been informed of its confidential nature, and (iii) are bound by written confidentiality obligations at least as protective as those in this Agreement;
3. Not to use Confidential Information for any purpose outside the scope of the license granted in Section 4;
4. To promptly return or, at Owner’s election, destroy all Confidential Information upon termination of access or upon Owner’s written request, and to certify such destruction in writing if requested.

These obligations survive termination of this Agreement and continue indefinitely as to trade secrets, and for five (5) years after termination as to all other Confidential Information.

9. Non-Circumvention Through Misappropriation

User shall not use, and shall not permit any third party to use, Owner’s Confidential Information or trade secrets to:

1. circumvent, displace, or compete with Owner with respect to any Restricted Party;
2. solicit, divert, or attempt to divert business away from Owner; or
3. establish, for User or any third party, a business relationship that depends on or is enabled by Owner’s Confidential Information or trade secrets.

This Section restricts only the use of Owner’s Confidential Information and trade secrets. It does not restrict User’s right to engage in any lawful business, trade, or profession, or to contact or transact with any person, using information User lawfully possesses independent of the Platform. Owner’s remedies for a violation of this Section are those set out in Section 13 and those available under the California Uniform Trade Secrets Act (Cal. Civ. Code §3426 et seq.), including injunctive relief and recovery of actual damages and the violator’s unjust enrichment. This Section survives termination for so long as the relevant information retains its status as Confidential Information or a trade secret.

10. Ownership of the Platform

All right, title, and interest in and to the Platform are and shall remain the sole, exclusive, and perpetual property of DLC Enterprise, LLC, a California limited liability company. Without limiting the foregoing, Owner owns 100% of:

1. All source code, object code, software components, libraries, and binaries;
2. All databases, database schemas, data structures, stored data, data sets, and aggregated or derived data of any kind;
3. All designs, user interfaces, user experience flows, page layouts, visual elements, trade dress, and look-and-feel;
4. All documentation, training materials, configuration files, deployment scripts, and infrastructure-as-code definitions;
5. All algorithms, methodologies, models, business processes, and workflow definitions;
6. All derivative works, improvements, modifications, customizations, and enhancements to any of the foregoing, whether created by Owner, User, or any third party;
7. All trademarks, service marks, trade names, logos, and brand identifiers, including without limitation “AssetFlowPro,” and any successor or related names; and
8. All intellectual property rights of any kind throughout the world, whether registered or unregistered, arising in or relating to any of the foregoing.

Nothing in this Agreement transfers any ownership interest to you. You shall not assert any claim of ownership in any portion of the Platform, register any intellectual property right relating to the Platform, or use Owner’s marks except as expressly authorized in writing by Owner.

11. User Submissions & Data License to Owner

You retain such ownership of User Submissions as you held immediately before submission. However, by submitting any content to the Platform, you grant Owner a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable license to use, copy, store, process, modify, analyze, aggregate, anonymize, display, and create derivative works of User Submissions for the purposes of (a) operating and improving the Platform, (b) developing aggregate or anonymized analytics, benchmarks, and insights (which Owner owns), (c) complying with legal obligations, and (d) enforcing this Agreement. You represent and warrant that you have all necessary rights to grant the foregoing license and that User Submissions do not infringe any third-party right or violate any law.

12. Feedback License

If you provide Owner with any feedback, suggestions, ideas, enhancement requests, recommendations, or other input regarding the Platform (collectively, “Feedback”), you hereby assign to Owner all right, title, and interest in such Feedback. Owner may use Feedback for any purpose, without restriction, attribution, or compensation to you. You waive any moral rights you may have in such Feedback.

13. Misappropriation; Remedies for Derivative Use

User shall not engage in, and shall not enable any third party to engage in, any Derivative Use except with Owner’s prior written consent. Any Derivative Use undertaken without such consent constitutes misappropriation of Owner’s trade secrets and a breach of Sections 8 (Confidentiality) and 9 (Non-Circumvention).

Upon any such violation, in addition to all other remedies available at law or in equity, Owner is entitled to the full range of remedies under the California Uniform Trade Secrets Act (Cal. Civ. Code §3426 et seq.), including without limitation:

1. injunctive relief restraining the actual or threatened Derivative Use, including recovery of Confidential Information and destruction of misappropriating works;
2. recovery of Owner’s actual damages caused by the misappropriation;
3. recovery of the unjust enrichment realized by User and its affiliates from the misappropriation that is not accounted for in actual damages — which, where the misappropriation is willful and malicious, may be awarded together with exemplary damages of up to twice that amount under Cal. Civ. Code §3426.3(c); and
4. recovery of Owner’s reasonable attorneys’ fees and costs under Cal. Civ. Code §3426.4 where the misappropriation is willful and malicious.

User shall promptly (and in any event within thirty (30) days) notify Owner in writing of any Derivative Use, providing a complete description of the product, service, or activity. User shall maintain complete and accurate books and records sufficient to determine whether any Derivative Use incorporates Confidential Information or trade secrets, and shall, on at least ten (10) business days’ written notice (exercised no more than once per calendar year), make such records available to Owner or its designated auditor. User shall further indemnify Owner under Section 21 for any third-party claim arising from such Derivative Use.

14. Service Availability & No SLA

The Platform is provided on an “as available” basis without any service-level commitment, uptime guarantee, or response-time obligation. Owner may, at its sole discretion and without prior notice, perform scheduled or emergency maintenance, modify or discontinue features, or restrict access in whole or in part. Owner has no liability for downtime, unavailability, data loss, or service interruption of any duration.

15. Modifications to the Platform

Owner may modify, update, enhance, redesign, rename, restrict, or discontinue the Platform or any portion of it at any time, with or without notice and with or without cause. Owner is not obligated to maintain backward compatibility, preserve any feature, or support any particular use case.

16. Suspension & Termination

Owner may, at its sole discretion and without liability, suspend or terminate your access to the Platform in whole or in part, with or without notice and with or without cause. Without limiting the foregoing, Owner may immediately terminate this Agreement if you (a) breach any provision of this Agreement, (b) become insolvent, file for bankruptcy, or assign for the benefit of creditors, (c) engage in conduct Owner reasonably believes is harmful to the Platform, to Owner, or to other Users, or (d) for any other reason in Owner’s sole discretion. Upon termination, your license under Section 4 immediately terminates, you must cease all use of the Platform, and you must comply with the obligations in Section 8(4).

17. Audit Rights

Owner may, upon reasonable notice and at reasonable times, audit your use of the Platform and your compliance with this Agreement. You shall cooperate fully and provide access to records, systems, and personnel as reasonably necessary for Owner to verify compliance. Audit costs are borne by Owner unless the audit reveals material non-compliance, in which case you shall reimburse Owner’s reasonable audit expenses.

18. Disclaimer of Warranties

THE PLATFORM AND ALL CONTENT, OUTPUTS, AND SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. OWNER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, OWNER DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE ACCURATE, RELIABLE, OR PRESERVED.

YOU ACKNOWLEDGE THAT THE PLATFORM IS NOT INTENDED TO PROVIDE LEGAL, FINANCIAL, ACCOUNTING, TAX, REGULATORY, OR OTHER PROFESSIONAL ADVICE, AND THAT OUTPUTS GENERATED BY THE PLATFORM (INCLUDING PAYOFF STATEMENTS, VALUATIONS, AND SCENARIO ANALYSES) ARE ESTIMATES SUBJECT TO INDEPENDENT VERIFICATION. YOU ASSUME ALL RISK IN RELYING ON ANY PLATFORM OUTPUT.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OWNER, ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS; (C) LOSS, CORRUPTION, OR INACCURACY OF DATA; (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (E) ANY DAMAGES ARISING FROM USE OR INABILITY TO USE THE PLATFORM, EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OWNER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (I) FEES ACTUALLY PAID BY YOU TO OWNER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Exceptions. Nothing in this Section limits or excludes liability that cannot be limited or excluded under applicable law. The limitations and exclusions in this Section do not apply to: (a) fraud or intentional misrepresentation; (b) willful or intentional injury to person or property; (c) violations of law; (d) a party’s indemnification obligations under Section 21; (e) breach of Section 8 (Confidentiality); or (f) infringement or misappropriation of the other party’s intellectual property.

20. Force Majeure

Owner shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, pandemics, government action, labor disputes, utility or telecommunications failures, internet failures, cyber-attacks, or third-party service outages.

21. Indemnification by User

You shall defend, indemnify, and hold harmless Owner and its affiliates, members, managers, officers, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your use or misuse of the Platform; (b) your breach of this Agreement; (c) your violation of any law or third-party right; (d) any User Submissions; (e) any Derivative Use; or (f) any dispute between you and any third party relating to the Platform. Owner reserves the right, at its option and expense, to assume exclusive defense and control of any matter for which you are required to indemnify Owner, and you shall cooperate in such defense.

22. Export Controls & Sanctions

You represent and warrant that you (a) are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. embargo (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, and Zaporizhzhia regions of Ukraine); (b) are not identified on the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List or any other U.S. sanctions list; and (c) will comply with all applicable export-control, sanctions, and anti-money-laundering laws.

23. Privacy & Data Handling

Owner’s collection, use, and disclosure of personal information are governed by Owner’s Privacy Policy, which is incorporated into this Agreement by reference. You consent to Owner’s data practices as described in the Privacy Policy. To the extent User Submissions include consumer personal information subject to GLBA, CCPA/CPRA, or similar laws, you represent that you have provided all notices and obtained all consents required for Owner’s processing of such information as a service provider, processor, or comparable role.

24. Cookies & Tracking

The Platform uses cookies, session storage, and similar technologies for authentication, security, performance, and analytics. By using the Platform, you consent to such use.

25. DMCA / Copyright Claims

If you believe content on the Platform infringes your copyright, you may submit a written notice complying with 17 U.S.C. § 512(c) to Owner’s designated DMCA agent at the address provided in the Privacy Policy.

26. Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

27. Binding Arbitration

Except as provided in Section 29, any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform shall be resolved exclusively by binding arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures (or, if the amount in controversy exceeds $250,000, its Comprehensive Arbitration Rules). The arbitration shall be conducted by a single arbitrator in Los Angeles County, California, in the English language. The arbitrator’s award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

28. Class Action & Jury Trial Waivers

YOU AND OWNER EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Disputes must be resolved on an individual basis. The arbitrator may not consolidate or join claims of more than one User.

29. Equitable Relief

Notwithstanding Section 27, Owner may seek injunctive or other equitable relief in any court of competent jurisdiction in Los Angeles County, California (or, at Owner’s sole election, in any court with personal jurisdiction over you) to enforce Sections 6 (Prohibited Uses), 8 (Confidentiality), 9 (Non-Circumvention), 10 (Ownership), 11 (User Submissions), 12 (Feedback), and 13 (Derivative Use). You acknowledge that breach of any of those sections would cause irreparable harm not adequately remediable by monetary damages, and you waive any requirement that Owner post bond or other security in seeking such relief.

30. Limitation of Action

Any claim arising out of or related to this Agreement or the Platform must be filed within one (1) year after the claim arose; claims filed after such period are permanently barred.

31. Assignment

You may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without Owner’s prior written consent. Any attempted assignment in violation of this Section is void. Owner may freely assign or transfer this Agreement, including in connection with a merger, acquisition, sale of assets, or reorganization, without your consent and without notice.

32. Notices

Owner may give notice to you by email to the address associated with your account, by posting on the Platform, or by any other reasonable means. You shall give notice to Owner in writing addressed to DLC Enterprise, LLC at the address provided in the Privacy Policy or as otherwise designated by Owner.

33. Modifications to this Agreement

Owner may amend this Agreement at any time by publishing a new version. The Platform will require you to re-affirm acceptance of any materially amended version before continuing to use the Platform. Your continued use after the effective date constitutes acceptance of the amended terms.

34. Survival

Sections 1, 3, 6, 8–13, 17–21, 26–30, and 34–38, and any other provision that by its nature should survive, will survive termination of this Agreement.

35. Severability & Waiver

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions remain in full force and effect. No failure or delay by Owner in exercising any right is a waiver of that right; no single or partial exercise precludes any further or other exercise.

36. Entire Agreement

This Agreement, together with any documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings, communications, and proposals, whether written or oral.

37. Headings & Construction

Section headings are for convenience only and do not affect interpretation. The words “include,” “includes,” and “including” mean “including without limitation.” Ambiguities shall not be construed against the drafting party. The English language version of this Agreement controls.

38. No Third-Party Beneficiaries; Independent Contractors

Except as expressly provided, this Agreement does not create any third-party beneficiary rights. The parties are independent contractors; nothing creates a partnership, joint venture, agency, fiduciary, or employment relationship.