Terms of Use

1. THE SERVICE

Vime operates a private credit matching and introduction service. The Service may let:

1. companies, sponsors, originators, funds, special purpose vehicles, and other parties seek financing ("Borrowers");
2. brokers, advisers, consultants, and other intermediaries submit or manage financing opportunities ("Brokers"); and
3. funds, banks, family offices, insurance companies, investment firms, and other capital providers review possible financing opportunities ("Lenders").

Borrowers, Brokers, Lenders, and other users are called "Participants" in these Terms.

Vime may receive financing requests, lender criteria, teasers, financial materials, and other information. The Service may use software, AI systems, and human review to organize that information, prepare summaries, identify possible matches, and coordinate introductions.

A match is an initial indication only. Vime does not guarantee that a Participant will respond, provide accurate information, agree to terms, pass diligence, or complete a transaction.

Vime does not lend money or make credit decisions. Vime does not provide legal, tax, accounting, investment, valuation, or credit advice. Vime may provide introduction or placement services only where legally permitted. Each Participant is responsible for obtaining its own professional advice and confirming that its use of the Service and any related compensation comply with applicable law.

2. ELIGIBILITY AND ACCOUNTS

You must be at least 18 years old and legally able to enter into a contract. If you use the Service for an organization, you must have authority to act for it.

You must give us accurate, current, and complete account information and keep it updated. You may not impersonate another person or organization, use a name you do not have the right to use, or create an account using another person's credentials.

You are responsible for protecting your password, sign-in link, API key, and other credentials. You are responsible for activity under your account, except to the extent caused by Vime's breach of these Terms. Tell us promptly at wayne@getvime.com if you believe your account has been used without permission.

You may not sell, transfer, or share your account without our written permission. We may require identity, business, sanctions, fraud, or authority checks before or during your use of the Service.

3. PARTICIPANT RESPONSIBILITIES

You are responsible for your own conduct, diligence, decisions, and compliance. You agree that:

1. information you submit is accurate and complete in all material respects to the best of your knowledge;
2. you have the rights, permissions, and authority needed to submit that information and let Vime process and share it as directed;
3. you will promptly correct information that becomes inaccurate or materially incomplete;
4. you will keep non-public information received through the Service confidential and use it only to evaluate or complete the relevant financing opportunity;
5. you will comply with applicable licensing, privacy, commercial financing disclosure, anti-bribery, sanctions, anti-money laundering, fair lending, and other laws;
6. you will not claim to represent Vime or another Participant without written authority; and
7. you will not use an employer's identity, systems, confidential information, or relationships for Vime activity unless you have clear authority to do so.

You may not submit information obtained through deception, unauthorized access, breach of contract, or violation of another person's rights.

4. BORROWERS AND BROKERS

If you submit a financing opportunity, you represent that you are authorized by the Borrower and any other relevant owner to do so. You must have permission to share all teasers, financial statements, data tapes, personally identifiable information, and other submitted material.

If you are a Broker, you remain responsible for your duties to the Borrower and for any broker, advisory, referral, or success fee you charge. Vime is not a party to your separate agreement with a Borrower unless Vime signs it.

Use of the Service by a Broker is also subject to the Vime Broker Agreement. That agreement includes mutual non-circumvention terms intended to protect the Broker's Borrower relationship and Vime's introduced lender relationships.

Vime may reject, pause, redact, or remove a financing opportunity at any time, including where information is incomplete, authority is unclear, or Vime identifies legal, security, fraud, or reputational risk.

5. LENDERS

Lenders decide independently whether to review, diligence, price, structure, syndicate, approve, fund, service, or enforce a financing. Vime does not control those decisions.

A Lender is responsible for its mandate, funding authority, diligence, underwriting, approvals, legal documents, disclosures, and regulatory obligations. Any criteria displayed or used by the Service may be incomplete or may change without notice.

Unless agreed otherwise in writing, Vime does not verify a Lender's available capital, licensing, regulatory status, track record, or authority to make a particular financing. Borrowers and Brokers must conduct their own diligence.

Use of the Service by a Lender may also be subject to a Lender Agreement, fee letter, NDA, or other Additional Terms.

6. MATCHING, INTRODUCTIONS, AND COMMUNICATIONS

Vime may compare submitted information with lender criteria and show possible matches. Vime may share a limited or de-identified summary to test a Lender's interest before making a direct introduction.

Where practical, Vime will use a double opt-in process. This means Vime may ask each side whether it wants an introduction before sharing identities or confidential deal materials. Some Participants may authorize broader or standing distribution, and Vime may act on those instructions.

After an introduction, Participants may communicate and negotiate directly. They agree to keep Vime reasonably informed of material progress when required by Additional Terms, including a term sheet, withdrawal, rejection, signing, and closing.

You may receive email, text, in-product, or other service communications about your account, matches, financing opportunities, security, and legal notices. You may opt out of marketing messages, but not transactional, security, or legal communications.

7. CONFIDENTIAL INFORMATION

"Confidential Information" means non-public business, financial, technical, or commercial information disclosed through the Service, including deal materials, lender criteria, pricing, contact information, product plans, and proposed transaction terms.

You will use another Participant's Confidential Information only to evaluate, arrange, or complete the relevant financing opportunity. You will protect it using at least reasonable care and share it only with personnel, professional advisers, service providers, and proposed transaction parties who need it and are bound by confidentiality duties.

Confidential Information does not include information that you can show was already known without a duty of confidentiality, becomes public without breach, is received lawfully from another source, or is independently developed without using the Confidential Information.

You may disclose Confidential Information if required by law, subpoena, court order, or regulator. Where lawful, you will give the owner prompt notice and disclose only what is required.

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

8. ACCEPTABLE USE

You may not use the Service to:

1. violate a law, regulation, court order, sanctions program, or another person's rights;
2. submit false, fabricated, misleading, stolen, or unauthorized information;
3. misstate your identity, employer, authority, track record, capital, signed relationships, completed transactions, or regulatory status;
4. impersonate a Borrower, Broker, Lender, Vime, or another person;
5. seek financing for an unlawful source or use of funds;
6. transmit malware, harmful code, or content intended to disrupt or gain unauthorized access;
7. obtain another user's password, credentials, or non-public information without permission;
8. scrape, crawl, copy, or extract a material part of the Service or its data by automated means without written permission;
9. reverse engineer, decompile, or attempt to discover the source code or underlying models of the Service, except where the law allows it;
10. run spam, bulk unsolicited messages, or deceptive outreach through the Service;
11. interfere with the Service or impose an unreasonable load on it;
12. use Service data to build or improve a competing matching database, service, or model;
13. circumvent Vime, avoid an agreed fee, or induce another Participant to breach its agreement with Vime; or
14. upload special-category personal data, consumer credit reports, health information, government identifiers, or other highly sensitive personal data unless Vime has expressly approved it and you may lawfully do so.

We may investigate suspected misuse and may suspend or terminate access, preserve relevant records, or report conduct where required by law.

9. USER CONTENT AND DATA RIGHTS

"User Content" means information, files, messages, feedback, and other material you submit to the Service. You keep ownership of your User Content.

You give Vime a worldwide, non-exclusive, royalty-free license to host, copy, process, organize, extract, summarize, display, transmit, and otherwise use User Content only as reasonably needed to:

1. provide, secure, support, and improve the Service;
2. follow your instructions and make authorized introductions;
3. enforce our agreements and comply with law; and
4. create aggregated or de-identified information that does not identify you, a Borrower, or a specific financing opportunity.

This license lasts while Vime holds the User Content and ends when the content is deleted, except for backup copies, legal retention, records needed to enforce an agreement, and aggregated or de-identified information.

Vime may use third-party service providers, including AI service providers, to process User Content on Vime's behalf. Vime will describe its material data practices in the Privacy Policy. Do not submit information unless you have authority for this processing.

Vime will not publish your name, logo, financing opportunity, or transaction as marketing material without your permission.

If you send feedback or suggestions about the Service, Vime may use them without restriction or payment, provided Vime does not identify you publicly without permission.

10. VIME CONTENT AND INTELLECTUAL PROPERTY

The Service, including its software, design, text, workflows, matching methods, databases, and Vime-created content, is owned by Vime or its licensors and is protected by intellectual property laws.

Subject to these Terms, Vime gives you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to use the Service for your internal business purposes during the term of your account.

Except as these Terms allow, you may not copy, modify, distribute, sell, lease, sublicense, or create derivative works from the Service or remove any ownership notice.

"Vime" and related names, logos, and marks are Vime's trademarks or intended trademarks. These Terms do not give you a right to use them except as needed to identify the Service truthfully.

11. THIRD-PARTY SERVICES

The Service may link to or work with third-party products, data providers, authentication services, communication tools, payment processors, storage providers, and AI services. Those services are controlled by their providers and may have separate terms and privacy policies.

Vime is not responsible for third-party services, their availability, or their acts and omissions. Your use of them is at your own risk, except to the extent Vime is responsible under applicable law.

12. FEES AND PAYMENT

Some Participants may use parts of the Service without charge. Vime may charge Lenders or other paying parties subscription, introduction, success, or other fees under Additional Terms.

You agree to pay fees you accept in an order form, fee letter, Lender Agreement, Broker Agreement, or other written terms. Unless stated otherwise, fees are in U.S. dollars, due within 10 days after invoice, and exclusive of taxes.

You are responsible for applicable sales, use, value-added, withholding, and similar taxes, except taxes on Vime's net income. If law requires withholding, you will provide supporting records and take reasonable steps to let Vime claim any available credit.

Late amounts may accrue interest at the lower of 1.0% per month or the highest lawful rate. You will reimburse reasonable collection costs for overdue, undisputed amounts.

All fees and compensation are subject to applicable law. Vime may decline a transaction, change the paying party, or waive a fee if needed to comply with licensing, disclosure, or other legal requirements.

13. CHANGES TO THE SERVICE OR TERMS

Vime may add, change, suspend, or discontinue parts of the Service. We will try to give reasonable notice before a material change that reduces a paid feature, except where urgent action is needed for security, law, fraud prevention, or a third-party service change.

We may update these Terms. If a change is material, we will give notice through the Service, by email, or by another reasonable method. The updated Terms will state their effective date. Your continued use after that date means you accept the updated Terms.

Changes to fees, non-circumvention obligations, or dispute terms will apply prospectively unless you separately agree otherwise.

14. SUSPENSION AND TERMINATION

You may stop using the Service at any time. You may request account closure at wayne@getvime.com. You remain responsible for fees and other obligations that arose before closure.

Vime may suspend or terminate your access if:

1. you breach these Terms or Additional Terms;
2. Vime reasonably suspects fraud, security risk, sanctions exposure, unlawful activity, or misuse of confidential information;
3. your use creates risk for Vime, another Participant, or the Service;
4. an amount is overdue; or
5. Vime is required to do so by law, court order, regulator, or a service provider.

Where practical, Vime will give notice and a chance to fix a breach. Vime may act immediately where delay could cause harm.

After termination, your right to use the Service ends. Sections concerning fees, confidentiality, ownership, User Content, non-circumvention, disclaimers, indemnity, liability, disputes, and any provisions that by their nature should survive will remain in effect.

15. DISCLAIMERS, LIABILITY, AND INDEMNITY

15.1 No transaction guarantee

Vime does not supervise or control Participants and does not guarantee their identity, authority, accuracy, creditworthiness, conduct, or performance. You are responsible for your own diligence and decisions.

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 SECURE, UNINTERRUPTED, ACCURATE, OR ERROR-FREE.

15.2 Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, VIME AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITIES, LOSS OF DATA, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR THE FAILURE OF A FINANCING TO CLOSE.

VIME'S TOTAL LIABILITY ARISING FROM THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF $1,000 OR THE AMOUNT YOU PAID VIME 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 your payment duties, either party's confidentiality duties, fraud, willful misconduct, or liability expressly preserved in Additional Terms.

15.3 Indemnity

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

1. your User Content;
2. your use of the Service;
3. your financing, lending, brokering, advisory, or other business activity;
4. your breach of these Terms or Additional Terms; or
5. your violation of law or another person's rights.

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

16. DISPUTES, ARBITRATION, AND GOVERNING LAW

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law rules. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

Before filing a claim, you and Vime will give written notice describing the dispute and allow 30 days for good-faith discussions. Notices to Vime must be sent to wayne@getvime.com.

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 applicable commercial or streamlined rules. The arbitrator may award the same individual remedies a court could award.

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

YOU AND VIME WAIVE A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION TO THE EXTENT PERMITTED BY LAW. CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY.

If a court finds a part of this Section unenforceable as to a particular claim or remedy, only that claim or remedy will proceed in court, and the rest of this Section will remain in effect.

17. GENERAL TERMS

These Terms and any Additional Terms are the complete agreement between you and Vime about the Service. They replace earlier discussions or agreements on the same subject.

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

If Vime does not enforce a provision, that is not a waiver. A waiver must be in writing. If a provision is unenforceable, it will be narrowed only as much as needed, and the remaining provisions will stay in effect.

Neither party is liable for a delay caused by events beyond its reasonable control, except for payment obligations.

There are no third-party beneficiaries to these Terms unless Additional Terms say otherwise.

Section headings are for convenience and do not affect interpretation. "Including" means "including without limitation." Electronic acceptance and signatures have the same effect as physical signatures.

18. CONTACT

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