Broker Agreement

1. WHAT VIME DOES

Vime operates a private credit matching and introduction service. Brokers may submit financing opportunities, and Vime may identify lenders whose stated investment criteria appear to fit those opportunities. Vime may also help organize information, prepare a summary, and coordinate an introduction.

Vime does not lend money, commit capital, make credit decisions, or guarantee that any financing will close. Each lender makes its own decision, and Broker remains responsible for its relationship with each borrower or other client.

2. DEFINITIONS

"Borrower" means a company, sponsor, originator, fund, special purpose vehicle, or other party seeking financing through Broker.

"Financing Opportunity" means a request or potential request for a loan, credit facility, receivables purchase, warehouse facility, asset-based financing, real estate financing, or other private credit transaction submitted by Broker.

"Lender" means a fund, bank, family office, insurance company, investment firm, or other capital provider.

"Introduction" occurs when Vime first identifies a Lender to Broker, identifies Broker or one of Broker's Financing Opportunities to a Lender, arranges contact between them, or shares enough information for either party to identify and contact the other. An Introduction may occur through the Vime service, email, a meeting, a message, or another written channel.

"Introduced Lender" means a Lender with which an Introduction has occurred, unless Broker establishes an Existing Relationship under Section 6.

"Covered Transaction" means any financing or related transaction between an Introduced Lender and Broker, a Borrower represented by Broker, or an affiliate of either, during the Protection Period. It includes the original Financing Opportunity as well as any other loan, refinancing, renewal, extension, upsizing, follow-on facility, participation, syndication, or materially related financing that results from the introduced relationship.

"Protection Period" means the period beginning on the date of an Introduction and ending 18 months after the latest of: (a) Vime's most recent Introduction between Broker and that Introduced Lender, (b) Vime's most recent delivery of a Financing Opportunity from Broker to that Introduced Lender, or (c) the closing of a Covered Transaction between them.

"Platform Fee" means the fee Vime would have earned from the relevant Lender or other paying party if a Covered Transaction had closed through Vime. Unless Vime has agreed to a different fee in writing, the Platform Fee is 0.25% of the total committed principal amount at initial closing.

3. SUBMITTING FINANCING OPPORTUNITIES

Broker may submit a teaser, financing request, data room, financial model, lender list, or other deal material (together, "Deal Materials"). Broker keeps ownership of its Deal Materials.

Broker represents that:

1. Broker has authority from the Borrower and any other relevant owner to submit the Deal Materials and seek financing for the Financing Opportunity.
2. Broker may lawfully share the Deal Materials with Vime and, when Broker approves a match, with the relevant Lender.
3. The Deal Materials are accurate and complete in all material respects to the best of Broker's knowledge.
4. Broker will promptly correct information that becomes inaccurate or materially incomplete.
5. Broker has not obtained or submitted information in breach of an employment agreement, confidentiality duty, privacy obligation, or other contract.
6. Broker will not present itself as Vime, a Vime employee, or a representative of any Lender without written permission.

Broker is responsible for deciding what information it is permitted to disclose. Vime may decline, pause, or remove a Financing Opportunity at any time.

4. MATCHING AND INTRODUCTIONS

Vime may use software, AI systems, and human review to read Deal Materials, compare a Financing Opportunity with lender criteria, and prepare summaries or possible matches. A match is an initial indication only. It is not an approval, commitment, recommendation, or representation that a Financing Opportunity satisfies a Lender's final requirements.

Vime may share a limited or de-identified summary with a possible Lender to test interest. Vime will not intentionally disclose the Borrower's identity or Broker's confidential Deal Materials to a Lender unless Broker has approved that disclosure, the information is already public, or disclosure is otherwise permitted under an NDA or written instruction from Broker.

Where practical, Vime will use a double opt-in process. Broker may review the proposed Lender, including any lender exclusion list, before Vime makes a direct Introduction. Broker will tell Vime promptly if a Lender has already received the same Financing Opportunity.

Once an Introduction occurs, Broker and the Lender may run diligence and negotiate directly. Broker agrees to keep Vime reasonably informed of material progress, including a term sheet, withdrawal, rejection, signing, and closing.

5. BROKER FEES AND VIME FEES

Broker does not owe Vime a subscription fee or success fee for ordinary use of the service. Broker may charge a Borrower or another party under Broker's own separate agreement, and Vime does not claim any part of that fee unless the parties agree otherwise in writing.

Vime may charge a Lender or another paying party a Platform Fee under a separate agreement. Broker understands that Vime's ability to earn that fee is part of the consideration for providing the service without charging Broker.

Broker will not negotiate, waive, reduce, redirect, or conceal Vime's Platform Fee. If a Covered Transaction closes, Broker will notify Vime within two business days and provide the closing date, total committed principal amount, and other information reasonably needed to confirm the fee.

All fees are subject to applicable law. No party is required to pay, receive, or arrange a fee where doing so would violate a licensing, disclosure, or other legal requirement.

6. EXISTING RELATIONSHIPS

An "Existing Relationship" exists only if, before Vime's Introduction, Broker or the relevant Borrower had either:

1. completed a financing transaction with that Lender during the prior 24 months;
2. had a substantive, direct financing discussion with that Lender during the prior 12 months; or
3. already submitted the same Financing Opportunity to that Lender and the Lender was actively reviewing it.

A name in a CRM, a mailing list, a conference meeting, a LinkedIn connection, or general awareness of a Lender is not by itself an Existing Relationship.

To claim an Existing Relationship, Broker must notify Vime in writing within five business days after Vime identifies the Lender and provide reasonable evidence. If Broker gives timely evidence, that relationship will not be protected under these Broker Terms unless Vime later creates a distinct Introduction that the parties confirm in writing.

7. MUTUAL NON-CIRCUMVENTION

7.1 Broker protection

Vime will not use Deal Materials to go around Broker. During the Protection Period, Vime will not knowingly solicit or contract directly with a Borrower first introduced by Broker for the purpose of replacing Broker on that Financing Opportunity. Vime may contact the Borrower to support a match or closing only with Broker's consent or with Broker included in the communication, unless Broker instructs Vime otherwise in writing.

Vime may continue serving an Introduced Lender on unrelated opportunities from other brokers. These Broker Terms do not give Broker an exclusive relationship with any Lender.

7.2 Vime protection

Broker will not directly or indirectly avoid, bypass, remove, or circumvent Vime in connection with an Introduced Lender or Covered Transaction. During the Protection Period, Broker must route its financing work with an Introduced Lender through Vime unless Vime gives written permission otherwise.

This restriction applies even if:

1. Broker or the Lender uses an affiliate, employee, consultant, fund, special purpose vehicle, co-lender, participant, or other intermediary;
2. the final structure, amount, Borrower, collateral, or financing product differs from the first Financing Opportunity;
3. the parties delay the transaction until after ending these Broker Terms; or
4. Broker and the Lender communicate or contract outside the Vime service.

Broker will not encourage a Borrower or Lender to exclude Vime, hide a transaction, move a transaction to another entity, or misstate the source of an Introduction. Broker will promptly notify Vime if an Introduced Lender contacts Broker directly about a current or new Financing Opportunity.

7.3 Remedy for circumvention

The parties agree that the harm caused by circumvention would be difficult to measure. If Broker breaches this Section and a Covered Transaction closes, Broker will pay Vime, as liquidated damages and not as a penalty, the Platform Fee that Vime would have earned had the transaction closed through Vime. If no other fee has been agreed in writing, that amount is 0.25% of the total committed principal amount at initial closing.

Payment is due within 10 business days after closing. Broker will also reimburse reasonable collection costs and legal fees incurred to enforce this Section where permitted by law. Vime may seek an injunction or other equitable relief to prevent an ongoing or threatened breach.

This Section does not require duplicate payment. If Vime receives the full Platform Fee from the Lender or another party, Broker does not owe the same fee.

8. CONFIDENTIALITY

"Confidential Information" means non-public business, financial, technical, or commercial information disclosed by one party to the other, including Deal Materials, lender criteria, pricing, contact information, product plans, and the existence or terms of a proposed transaction.

Each party will:

1. use the other party's Confidential Information only to perform under these Broker Terms or evaluate and complete a Financing Opportunity;
2. protect it using at least reasonable care;
3. share it only with personnel, professional advisers, service providers, and proposed transaction parties who need it and are bound by confidentiality duties; and
4. promptly notify the other party of a known unauthorized disclosure.

These duties do not apply to information that the receiving party can show was already known without a confidentiality duty, becomes public without breach, is received lawfully from another source, or is developed independently without use of the Confidential Information.

A party may disclose Confidential Information if required by law, subpoena, court order, or regulator. Where lawful, it will give the other party prompt notice and disclose only what is required.

If a separate NDA applies to a Financing Opportunity, the stricter confidentiality term controls for that information.

9. COMPLIANCE

Each party is responsible for complying with laws that apply to its own activities. Broker represents that it holds any license, registration, consent, or authority required to act for its Borrowers, make introductions, market a Financing Opportunity, and receive its own compensation.

Broker will comply with applicable anti-bribery, sanctions, anti-money laundering, privacy, commercial financing disclosure, and fair lending laws. Broker will not submit a transaction involving an unlawful source or use of funds or a party subject to applicable sanctions.

Vime may request information needed for identity, sanctions, fraud, or compliance checks. Vime may suspend a match or refuse service if it reasonably believes a legal or reputational risk exists.

Neither party will make a false statement about its identity, employer, authority, track record, capital, signed relationships, completed transactions, or regulatory status.

10. INDEPENDENT PARTIES

Broker is an independent business. These Broker Terms do not create employment, partnership, joint venture, fiduciary, or agency duties between Broker and Vime. Neither party may bind the other or make promises on the other's behalf.

Broker controls its work, client relationships, hours, methods, and compensation. Broker may work with other services and lenders, subject to the Introduction and non-circumvention terms in these Broker Terms.

11. SERVICE LIMITS

Vime does not verify every statement in Deal Materials or every statement made by a Lender. Broker must conduct its own diligence on each Lender, financing proposal, and legal document. Vime does not provide legal, tax, accounting, investment, valuation, or credit advice.

Vime does not guarantee a match, term sheet, funding, timing, rate, structure, or outcome. Broker remains responsible for advising its Borrower and deciding whether any proposed financing is suitable.

The service may be unavailable, delayed, changed, or discontinued. Vime may use third-party providers, and their services may have separate terms.

12. TERM AND TERMINATION

These Broker Terms begin on the Effective Date and continue until either party ends the relationship by written notice. Vime may suspend or terminate Broker's access immediately for a material breach, suspected fraud, misuse of Confidential Information, legal risk, or non-payment of an amount due.

Ending the relationship does not affect an Introduction made before termination. Sections 5 through 9 and any other terms that by their nature should survive will remain in effect, including the full Protection Period for each Introduced Lender.

13. INDEMNITY

Broker will defend, indemnify, and hold harmless Vime and its officers, directors, employees, and agents from third-party claims, losses, liabilities, penalties, and reasonable legal fees arising from:

1. Deal Materials supplied by Broker;
2. Broker's relationship with or duties to a Borrower;
3. Broker's breach of these Broker Terms;
4. Broker's violation of law or another party's rights; or
5. a fee or commission claimed by a third party because of Broker's conduct.

Vime will promptly notify Broker of a covered claim and allow Broker to control the defense, provided Broker may not settle a claim in a way that admits fault by Vime or imposes a non-monetary obligation on Vime without Vime's written consent.

14. DISCLAIMERS AND LIMITATION OF LIABILITY

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, VIME DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE FULLEST EXTENT PERMITTED BY LAW, VIME WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITIES, LOSS OF DATA, OR THE FAILURE OF A FINANCING TO CLOSE.

VIME'S TOTAL LIABILITY ARISING FROM THESE BROKER TERMS WILL NOT EXCEED THE GREATER OF $1,000 OR THE PLATFORM FEES VIME RECEIVED IN CONNECTION WITH FINANCING OPPORTUNITIES SUBMITTED BY BROKER DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply where the law does not allow them. They also do not limit Broker's payment duties, either party's confidentiality duties, fraud, willful misconduct, or a breach of Section 7.

15. DISPUTES AND GOVERNING LAW

These Broker Terms are governed by the laws of the State of Delaware, without regard to conflict of law rules.

Before filing a claim, each party will give written notice describing the dispute and allow 30 days for good-faith discussions. If the dispute is not resolved, it will be decided by confidential, binding, individual arbitration administered by JAMS in San Francisco County, California under its commercial arbitration rules.

Either party may seek temporary or injunctive relief in a court of competent jurisdiction to protect Confidential Information, intellectual property, or rights under Section 7. Either party may also bring a qualifying claim in small claims court.

EACH PARTY WAIVES A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION TO THE EXTENT PERMITTED BY LAW.

16. GENERAL TERMS

Notices to Broker may be sent to the email associated with Broker's account. Legal notices to Vime must be sent to wayne@getvime.com. Notice is effective when received.

Broker may not assign these Broker Terms without Vime's written consent. Vime may assign them in connection with a merger, financing, reorganization, sale of assets, or change of control.

These Broker Terms, the Vime Terms of Use, any applicable NDA, and any deal-specific terms separately accepted by the parties form the complete agreement concerning their subject. If they conflict, separately accepted deal-specific terms control, followed by these Broker Terms, then the Terms of Use.

Any amendment must be in writing and accepted by both parties, except that Vime may update operational terms prospectively by giving reasonable notice. A waiver applies only to the specific instance in writing. If a provision is unenforceable, it will be narrowed only as much as needed, and the remaining provisions will stay in effect.

Electronic acceptance has the same effect as accepting a paper contract. Vime may keep records of the account, version, date, time, and available technical information associated with acceptance.

17. CONTACT

Vime Inc.
880 Green Street
San Francisco, CA 94133
wayne@getvime.com