Terms of Service

1. Who these Terms are with, and what they are not

These Terms of Service (the “Terms”) are published by Sylvent Corporation, a Delaware corporation with its registered office at 131 Continental Drive, Suite 301, Newark, DE 19713, United States, trading as effect.com (“Effect”, “we”, “us”, “our”). They set the rules for our website, our software, our APIs and the workspace at app.effect.com (together, the “Services”).

These Terms are rules of use, not a contract to supply anything. Reading this website does not make you a customer of Effect. It gives you no right to the platform, obliges us to provide nothing, and creates no commercial, advisory or fiduciary relationship between us. Nothing on this website is an offer capable of acceptance, and no price appears on it. The Services are supplied only under a signed written agreement, and only to the organisation that signed it.

What binds you therefore depends on which of four positions you are in, and section 2 sets them out one by one. If you do not accept the rules that apply to your position, do not use the Services.

2. Who these Terms cover

The same page cannot govern a reader, a signed customer, an institution reading a customer’s reporting, and an individual employee in the same breath, so it does not try to. Four classes are defined below. Where a term in these Terms is addressed to one class, it applies to that class and to no other.

2.1 Visitor. Anyone who opens effect.com, reads a page, or writes to us. No account, no signature, no fee.

Bound by these Terms only, and only as rules for using this website. Being a Visitor is not being a customer: it gives no right to the platform, obliges Effect to provide nothing, creates no commercial, advisory or fiduciary relationship, and is not acceptance of any offer, because nothing on this website is an offer.

A Visitor is bound by sections 1, 2, 3, 7, 8, 9, 12, 16, 20, 21, 22, 24, 25, 26 and 27, and by nothing else on this page.

2.2 Lender. An organisation that originates credit on its own balance sheet and has signed a Service Agreement with Effect for the platform. The Lender is the paying customer. Everything the platform measures, it measures on the Lender’s own loan book, on data the Lender connects and at the level of aggregation the Lender sets.

Bound by its Service Agreement, the data processing agreement where one applies, and these Terms. Section 3 says which controls when they disagree.

2.3 Capital Provider. An institution that finances, or is considering financing, a Lender, and that reads that Lender’s reporting because that Lender has granted it access. A Capital Provider includes, without limitation, a private credit fund, a bank, a development finance institution, a multilateral or bilateral development bank, a family office, an impact or social investor, an insurance company, a pension fund, an asset manager and a securitisation vehicle.

A Capital Provider pays Effect nothing for reading a Lender’s reporting. It is a customer of the free cabinet under its own agreement, and it is bound by that agreement and by these Terms.

Three things a Capital Provider is not. It is not a client of Effect for investment purposes, because Effect gives no investment advice to anyone. It is not entitled to any Lender’s data beyond what that Lender has granted, and access granted may be withdrawn by that Lender at any time. And it acquires no right against Effect in respect of any financing it decides to provide or to decline.

2.4 Authorised User. An individual to whom a Lender or a Capital Provider has given access: an analyst, an officer, an auditor, an adviser, a contractor.

Bound by these Terms and by the agreement between that individual and the organisation that gave them access. The organisation’s own agreement governs what the organisation may do; these Terms govern what the individual may do with the account. An Authorised User is not a party to the organisation’s agreement, cannot vary it, and cannot bind the organisation through it. The organisation remains responsible for the people it authorises and for their compliance with these Terms.

2.5 Different classes, different rights. The classes are not tiers of the same thing and the differences are deliberate. A Lender warrants the data it connects and receives the platform under a paid agreement. A Capital Provider warrants its own eligibility and receives a view that a Lender controls. A Visitor receives a website. An Authorised User receives an account and no independent rights of its own.

Effect warrants the platform to the Lender under its Service Agreement. No warranty of any kind is given to a Capital Provider, an Authorised User or a Visitor on a personal basis.

3. The documents, and which one controls

Four documents can apply at once. They rank in this order, highest first:

1. the data processing agreement, on any question about the processing of personal information, where one has been entered into;
2. the Service Agreement, meaning the signed written agreement, order form or engagement letter between Effect and the customer, on everything else;
3. these Terms;
4. our Privacy Policy, our Cookie Policy and our Disclosures, which form part of these Terms.

A conflict is resolved by the higher document, and only to the extent of the conflict. A term that appears in only one of them is not overridden by the silence of another.

4. A separate agreement is signed for each engagement

One agreement is one piece of work. Access to the platform is agreed in writing. Any further request, engagement or piece of work is agreed in writing separately, before it starts. There is no standing mandate, nothing is exclusive, and nothing renews itself into a new scope.

Where separately agreed in writing, Effect prepares and presents information about a lender. Any fee is for the preparation and presentation of information and is not contingent on any financing being obtained.

What this rules out. Effect does not perform work, prepare a package, or make information available to any third party on the basis of these Terms, a demonstration, an email exchange or a conversation. If it is not in a signed document naming that request, it has not been agreed and it will not be done.

5. What the Services are

Effect provides business-to-business software, data infrastructure and portfolio analytics to non-bank lenders and to the institutions that finance them.

The platform does three things:

1. It connects. A lender connects the systems it already operates and authorises Effect to read the data they hold.
2. It measures. The platform computes a fixed set of metrics over that lender’s own loan book: arrears by cohort, concentration, covenant headroom, coverage and completeness of the data, and comparable measures. The same checks run on every book on the platform, so that two books can be read side by side without a translation layer.
3. It reports. The lender sees the result. Where the lender chooses to grant access, an institution financing that lender reads the same figures, on the terms and at the level of aggregation the lender sets.

Anything beyond those three is a separate engagement under section 4, or it is not provided at all.

Who pays. The lender pays for the platform under its Service Agreement. An institution reading a lender’s reporting with that lender’s permission is not charged for that access.

Where we work. We work from the United States. The lenders we serve operate in Latin America, and the capital that funds them sits in North America and Europe.

No reliance, no recommendation, and where the decision sits. Everything the platform produces (a) is, and must be construed solely as, a measurement of data a Lender reported, and not a statement of fact as to the creditworthiness of any person, nor advice, nor a recommendation to provide, withhold, buy, sell or hold anything; (b) does not take account of the objectives, financial situation or needs of any reader, and does not comment on the suitability of any financing or investment for any reader; (c) should be weighed, if at all, as one input among others in a credit or investment decision, and never as the decision itself; (d) is not intended for, and must not be relied upon by, retail investors or consumers; and (e) addresses only what the reported portfolio data shows, and does not address liquidity risk, market risk, currency risk, operational risk, legal risk or any other risk.

Nothing the platform produces is a substitute for the reader’s own due care and for the reader’s own evaluation of each decision it takes.

6. What Effect is not

Effect is not, and does not hold itself out as:

• a bank, savings institution or insured depository institution;
• a lender, credit institution or loan originator. Effect does not extend credit, does not make credit decisions and does not participate in the credit decisions of its customers;
• a money transmitter or payment institution. Effect does not receive, hold, transmit or disburse the funds of any customer, capital provider or third party;
• a broker or a dealer registered with the U.S. Securities and Exchange Commission, and is not a member of FINRA or SIPC. Effect does not offer or sell securities, does not solicit the purchase or sale of any security, does not participate in negotiating the terms of any financing, does not structure any financing, does not advise any party on the merits of any investment, and does not act as a placement agent or an underwriter;
• an investment adviser registered with the SEC or with any state securities regulator;
• a nationally recognized statistical rating organization or a credit rating agency. The platform issues no credit rating and no symbol, grade or letter denoting creditworthiness;
• a sociedad de información crediticia or a Usuario of one. We hold no credit bureau licence and we do not score consumers. We read a lender’s own portfolio with that lender’s consent;
• a financial institution authorised or supervised in Mexico. Effect is not a SOFOM, is not registered with or supervised by the CNBV, Banco de México or CONDUSEF. Effect has no establishment, office, staff or agent in Mexico.

On regulatory use. Effect outputs are not a substitute for any regulatory rating, certification, filing, or determination where applicable law requires one.

We are a third party to your financing. Effect is not a party to any facility, loan, security, subscription or other transaction between a customer and anyone else. It is not a counterparty, not a guarantor, not an agent of either side, not a fiduciary, and not in the flow of funds. All terms are agreed solely between the lender and the capital provider, on their own diligence.

Our full regulatory position is set out in the Disclosures.

7. Eligibility and business use

The Services are for businesses and for the individuals authorised to act on their behalf. They are not offered to consumers and are not directed at retail investors. You represent that you are at least 18 years old and have authority to bind the organisation you represent, and that your use of the Services is lawful in your jurisdiction.

8. What you confirm when you register

This section is what you tell us, not what we tell you. A disclaimer is our statement about ourselves; an acknowledgement is your statement about what you understood before you started. The difference matters, and it matters most in the situation where somebody later says they did not know.

By creating an account, and again each time you or your organisation renews access, you confirm each of the following. If any of them is not true, do not create an account.

8.1 Common to every class

1. You have read section 6 and you understand that Effect is not a bank, a lender, a money transmitter, a broker or dealer, an investment adviser, a credit rating agency, a credit information society, an auditor or a fiduciary, and that Effect holds no licence or registration in any of those capacities anywhere.
2. You understand that everything the platform produces is computed from data a Lender supplied, that it is decision-support information and not a conclusion, that it is not a credit rating, a credit score or an opinion on anyone’s creditworthiness, and that it is not investment, financial, legal, accounting or tax advice.
3. You understand that Effect does not verify, and cannot in every instance independently verify, the information it receives. Effect is not an auditor and performs no audit.
4. You are acting for business or institutional purposes and not as a consumer, and you are not accessing the platform on behalf of any natural person in a personal capacity.
5. You have the authority to accept these Terms on behalf of the organisation you name, you have read them, and you accept them on that organisation’s behalf as well as your own. If you accept for more than one organisation, you make a separate agreement for each.
6. You have and will maintain every authorisation, licence, permit and internal approval that your own law requires for the activity you conduct through the platform.
7. Any decision you make, or decline to make, after reading anything on the platform is your decision alone, reached on your own diligence.

8.2 Additional confirmations of a Lender

8. You hold every consent, authorisation and legal basis your borrowers’ law requires for the data you connect, including any express written consent required for financial or patrimonial data.
9. You hold any authorisation required to have obtained credit-bureau information that appears in your records, and you do not require Effect to obtain any such information on your behalf.
10. You have determined what may lawfully be shared with a Capital Provider, and you, not Effect, set the level of aggregation at which it is shared.
11. You will not connect data you are prohibited by law or by contract from disclosing.
12. You understand that Effect assigns no rating, grade, score or symbol to you, to any instrument, or to any of your borrowers, and that nothing the platform produces is a statement that you are creditworthy or that any financing should be provided to you.

8.3 Additional confirmations of a Capital Provider

13. You are an institutional or professional counterparty under the law of your own jurisdiction, and you are not a retail investor or a consumer.
14. You are reading a Lender’s reporting because that Lender granted you access, you will use it only to evaluate your own actual or contemplated financing of that Lender, and you will keep it confidential and disclose it only to those inside your organisation and its advisers who need it for that purpose.
15. You understand that Effect does not solicit you, does not offer or sell any security to you, does not introduce parties to a transaction, does not participate in negotiating any financing, and is not compensated by you.
16. You understand and accept an asymmetry of information: a Lender sees its own complete book, and you see what that Lender has granted, at the level of aggregation that Lender sets. You accept that you may be at a disadvantage relative to a party with fuller access, and you nevertheless wish to use the platform on that basis.
17. You will not attempt to re-identify any borrower, obligor or individual from anything you are shown, whether or not for use inside your own organisation.
18. Your decision to provide or to decline financing is yours, taken on your own credit process, and nothing on the platform is a recommendation to do either.

8.4 A continuing obligation

You will tell us promptly if any confirmation you have made stops being true. A confirmation is made when you register and repeated every time you use the platform.

9. Risks you accept

Effect is software. It measures a portfolio and it reports what it measures. It does not remove risk from lending, it does not remove risk from financing a lender, and it does not stand behind any figure a Lender reports. This section names the risks that come with using it. It is not a complete list of every risk, and any discussion of risk here should not be read as a disclosure of all risks.

9.1 The data is the Lender’s, and so are its defects. Everything the platform computes rests on data a Lender connected. If that data is incomplete, stale, misclassified or wrong, the output is wrong in the same way and to the same degree. Effect performs no audit, no verification of underlying loan files, and no independent confirmation that a reported loan exists.

9.2 Measurement is not prediction. Every figure describes what a portfolio has done up to a stated date. Nothing on the platform forecasts what a borrower will do, states that a borrower will default or will not default, or estimates a probability of any future event.

9.3 A measurement can be current and still be wrong about today. Data arrives on the Lender’s schedule. A figure carries the date of the data behind it, and between that date and the moment you read it the portfolio may have changed materially.

9.4 Comparison across portfolios has limits. The same checks run on every book, which makes two books comparable on the checks. It does not make two lending businesses comparable: origination standards, collection practice, jurisdiction, currency, seasonality and accounting choices differ, and the platform does not normalise for any of them.

9.5 Availability is not guaranteed. The platform may be unavailable through maintenance, a defect, a failure at a supplier, a network failure, or an event outside our control. It should not be relied upon as the sole route to information you need at a particular moment.

9.6 A grant of access can be withdrawn. A Capital Provider reads a Lender’s reporting only while that Lender permits it. Access may be narrowed or ended at any time by the Lender, and Effect will act on that instruction.

9.7 Third-party components. The platform depends on infrastructure and services operated by others. Their failure, change or withdrawal can affect the platform, and Effect does not control them.

9.8 Regulatory change. The rules that apply to lending, to credit information and to the financing of lenders differ by jurisdiction and change. Effect makes no representation that any output satisfies any regulatory requirement, and outputs are not a substitute for any regulatory rating, certification, filing or determination where applicable law requires one.

9.9 You accept these risks. By using the platform you confirm that you have read this section, that you understand the risks it names, that you have the expertise to evaluate what the platform produces, and that you accept the risk of your own use. Nothing in this section limits any liability that cannot lawfully be limited.

This section is written as a self-contained module. The same text, renumbered, is used in the Service Agreement and in any letter of intent, so that a counterparty reads one risk statement rather than three that differ.

10. Accounts and access

You are responsible for keeping your credentials confidential, for everything done under your account, and for ensuring the people you authorise comply with these Terms. Tell us promptly of any unauthorised use.

Access is logged. Every opening of a workspace, a portfolio or a document is recorded against the account that did it. We keep those records and may show them to the customer whose data was read. A lender that entrusts us with its book is entitled to know who has read it.

11. Continuity, change and withdrawal of access

A customer that has connected a live portfolio needs to know what happens to its access and to its data before it happens. This section says so, and it applies to a customer under a Service Agreement.

• Notice of change. We give at least thirty days’ prior written notice of any change that materially reduces the functionality, the security or the availability of the Services. If you do not accept a change of that kind you may terminate the affected Services without penalty and receive a refund of prepaid fees for the unused period.
• Cure before suspension. If we believe you are in breach, we tell you in writing what the breach is and give you ten days to cure it. We suspend or terminate for that breach only if it is not cured in that time.
• Emergency suspension is separate, and it is narrow. We may suspend immediately, without the cure period, only where it is necessary to stop an active security incident, to stop use that is unlawful or that materially endangers the Services or another customer’s data, or to comply with a binding order of a court or regulator. An emergency suspension is limited to the part of the Services that has to stop; we tell you the reason as soon as we lawfully can; we work with you to remove the cause; and we restore access promptly once it is removed. Emergency suspension is not a substitute for the notice and cure route above and may not be used as one.
• Export, at any time and during a suspension. Throughout the term, and for thirty days after it ends, you may export Customer Data and the reports the platform has produced about you in a machine-readable format. Export stays available while access is suspended, save where a binding order prevents it. We do not withhold your data because of a commercial dispute.
• Transition. On expiry, non-renewal or termination other than for your uncured material breach, we provide read-only access for thirty days on the same terms and, on request and on the terms agreed, reasonable assistance in moving to another arrangement.

Access is otherwise granted, varied and withdrawn as this section and your Service Agreement provide, and, for an authorised user, at the direction of the customer whose data that user has been given access to. A customer may add and remove its own users at any time.

12. Customer Data, and the rights you must have in it

You keep ownership. You retain all rights in the data you or your users submit (“Customer Data”). You grant Effect a limited, non-exclusive, non-transferable licence to host, process and display Customer Data for the sole purpose of providing the Services to you and to the parties you authorise, and as your Service Agreement permits. That licence ends when the Services end, except for the wind-down steps in this section.

We do not use your data for anything else. Effect does not use Customer Data to train models for other customers, to build a market database, to enrich a product sold to anyone else, or for any purpose of its own. The one exception is the narrow one defined in section 13, and it operates only where your Service Agreement expressly permits it.

What you must warrant. You are responsible for having every right, consent, authorisation and legal basis needed for the data you submit, and for complying with all laws applicable to your own business, including lending, consumer-protection, banking-secrecy and data-protection laws. In particular, if you are a lender submitting portfolio data:

1. you hold the consents your borrowers’ law requires, including any express written consent required for financial or patrimonial data;
2. you hold any authorisation required to have obtained credit-bureau information that appears in your records, and you do not require Effect to obtain any such information;
3. you have determined what may lawfully be shared with an institution financing you, and you set the level of aggregation at which it is shared;
4. you will not submit data you are prohibited from disclosing.

Effect acts as a processor, encargado or service provider in respect of that data, on your documented instructions, as the Privacy Policy sets out. Where a data processing agreement is required, it forms part of your Service Agreement and ranks as section 3 provides.

Deletion. After the export window in section 11 closes, Customer Data is deleted or returned at your election within thirty days, and we confirm in writing when it is done. Two honest exceptions: a copy we are required by law or by a binding order to retain, which we keep only for as long as that requirement lasts and use for nothing else; and encrypted backups, which are not accessible in the ordinary course and are overwritten on their own cycle, in no case longer than thirty five days.

13. Derived data: aggregated, de-identified, anonymous

Three different things are often called by one name. On this platform they are three defined terms.

• Aggregated Data means measurements computed across the data of more than one customer and expressed only at a level at which no individual customer, portfolio, facility or borrower can be identified or singled out. Aggregation describes a level of detail. By itself it is not a statement about the legal status of the data.
• De-Identified Data means data that cannot reasonably be used to infer information about, or be linked to, an identified or identifiable individual or household, and that Effect (a) takes reasonable measures to ensure cannot be re-associated with any individual, (b) publicly commits to keep in de-identified form and never to attempt to re-identify, and (c) requires by contract every recipient to hold on the same two conditions. This is the standard used under California law. Data in this state is still subject to obligations. It is not anonymous.
• Anonymous Data means data rendered anonymous in such a way that no individual is identifiable, by us or by anyone else, taking account of all the means reasonably likely to be used, alone or in combination. This is the standard used under the GDPR and comparable laws. Anonymisation is irreversible. Where it can be reversed, the data is pseudonymised personal data and remains personal data.

The operative rule. Effect does not treat De-Identified Data as Anonymous Data, does not describe one as the other, and does not rely on the California standard to justify a use governed by the GDPR. Effect may use data derived from Customer Data beyond providing the Services to that customer only where all three of the following hold: your Service Agreement expressly permits the use; the data meets the definition of the standard that applies to it, which is Anonymous Data where the GDPR or a comparable law applies and De-Identified Data where California law applies; and the result can neither be attributed to you nor singled out to you. Silence in a Service Agreement is not permission.

14. Intellectual property

Your data is yours. Customer Data, and all intellectual property rights in it, belong to you or to your own licensors. Effect acquires no ownership in it and takes only the licence described in section 12.

The platform is ours. The Services, including all software, source code, models, methods, metric definitions, data models, interfaces, documentation, and the Effect name, logo and marks, belong to Effect or its licensors. Except for the limited right to use the Services under these Terms and your Service Agreement, no rights are granted to you, by implication, estoppel or otherwise. Improvements we make to the platform while serving you remain ours, and they do not incorporate Customer Data.

Reports about you are yours to use. For the reports and outputs the platform produces about your own book, Effect grants you a perpetual, worldwide, non-exclusive, royalty-free right to use, copy and distribute them inside your organisation, and to share them with your funders, prospective funders, auditors, regulators and professional advisers. That right survives termination for the reports already produced. It does not extend to reselling the reports as a product of your own, to presenting them as an Effect rating, endorsement or recommendation, or to any use section 6 rules out.

Aggregated and de-identified insights. Effect owns the Aggregated Data and De-Identified Data it lawfully creates, and the insights, benchmarks and improvements derived from them, only where your Service Agreement permits their creation and use and only within the limits of section 13. Where the Service Agreement does not permit it, nothing is created, nothing is owned and nothing is used.

Feedback is ours. Suggestions, ideas and comments you give us about the Services may be used by Effect without restriction, attribution or obligation. Feedback does not include Customer Data, and giving feedback grants nothing else.

15. Use of your name and marks

The permission, and when it starts. On registration, and for as long as you are a customer, you grant Effect a non-exclusive, royalty-free, worldwide licence to use your name, your trading name and your logo to identify you as a customer of Effect: on our website, in our customer lists, in our investor and marketing materials, and in an announcement of the relationship. No separate permission is needed for each use.

Two limits that hold without you asking for them. Every use reproduces your marks accurately and in the form you publish them, following your brand guidelines where you have given them to us. No use states or implies that you endorse Effect, that Effect arranged, approved or guaranteed any financing for you, or anything at all about your portfolio, your funders, your figures or your results. Your data never appears beside your name.

How to withdraw it. You may withdraw this permission at any time by written notice to legal@effect.com. We stop using your name and marks in new material immediately on receipt, and we remove them from our own website and from every other material under our control within thirty days. Material already printed or already distributed, and copies held by third parties such as search-engine caches and web archives, are outside our control, and we will not pretend otherwise. Withdrawal takes effect on notice, is not a breach of these Terms, and changes nothing else in them.

Your marks stay yours, and ours stay ours. This licence gives Effect no other right in your marks and ends on withdrawal or when you stop being a customer, whichever comes first. You may use the Effect name and marks only with our prior written permission, and on the same terms in reverse.

16. Acceptable use

You agree not to:

• use the Services unlawfully or in breach of any regulation applicable to you;
• submit data you lack the right to submit, or infringe intellectual-property or privacy rights;
• attempt to gain unauthorised access to, disrupt, probe or reverse-engineer the Services;
• introduce malicious code, or use the Services to send unsolicited communications;
• resell, sublicense or provide the Services to a third party except as expressly permitted;
• present any output of the platform as a credit rating, as a recommendation, or as an opinion of Effect on the merits of an investment;
• use any output of the platform as a substitute for a regulatory rating, certification, filing or determination where applicable law requires one;
• represent that Effect has approved, endorsed, arranged or guaranteed any financing.

17. Fees

Fees are set out solely in the applicable Service Agreement, engagement letter or order form between you and Effect. No pricing is published on this website, and nothing on it is an offer of terms. Unless the Service Agreement says otherwise, fees are exclusive of taxes and are non-refundable, except where these Terms or the Service Agreement provide for a refund, including the refunds in sections 11, 22 and 25.

18. Third-party services

The Services may integrate with or rely on third-party services and data sources. We are not responsible for them, and your use of them is governed by their own terms. Where the platform displays information sourced from a third party, it is displayed as received and Effect does not warrant it. The providers we use to deliver the Services, and what each of them receives, are named in the Privacy Policy.

19. Confidentiality

What is confidential. Each party may receive non-public information of the other, whether or not it is marked. A lender’s portfolio data, the reports produced about it, and the terms of a Service Agreement are confidential information of that lender and of Effect respectively. The platform, its methods and its metric definitions are confidential information of Effect.

What each side does with it. Each party protects the other’s confidential information with at least the care it uses for its own, uses it only to perform under these Terms and the Service Agreement, and discloses it only to those of its people and advisers who need it and who are bound by equivalent obligations. Access granted to a financing institution does not make a lender’s data that institution’s to redistribute.

What is not confidential, and when disclosure is allowed. The obligation does not cover information that is or becomes public without breach, was already known free of any duty, is received from a third party entitled to disclose it, or is independently developed without use of the other’s information. Where disclosure is required by law or by a binding order, the disclosing party gives prompt notice where it is lawfully able to, discloses only what is required, and seeks confidential treatment.

On the way out. On termination each party returns or destroys the other’s confidential information on request, save for archival copies it must keep by law or that sit in backups that are not accessible in the ordinary course. This section survives termination.

20. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. EFFECT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY MEASUREMENT, REPORT OR OTHER OUTPUT IS ACCURATE, COMPLETE OR SUITABLE FOR ANY DECISION. OUTPUTS ARE COMPUTED FROM DATA SUPPLIED BY THE CUSTOMER, ARE DECISION-SUPPORT INPUTS ONLY, AND ARE NOT CREDIT RATINGS, INVESTMENT ADVICE OR RECOMMENDATIONS.

We guarantee no outcome. Effect does not guarantee that any financing will be obtained, on any terms or at all, and does not guarantee any commercial result from using the Services.

Figures, dashboards, portfolios and counterparties shown on the public website are demonstration data created for illustration, as the Disclosures set out. They are not real portfolios and not real transactions.

Nothing in this section removes a warranty that the law does not allow to be removed.

21. Limitation of liability

No indirect loss, both ways. To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data or goodwill, however caused. This exclusion does not apply to a party’s indemnity obligations under section 22, to a breach of section 19, or to anything in the uncapped row below.

The caps, in a ladder. Liability that is not excluded is capped as follows.

General cap

Covers: Everything not listed in a row below: performance of the Services, availability, the outputs, and any other claim arising out of or relating to the Services.

The cap: The fees paid or payable by you to Effect under the applicable Service Agreement in the twelve months before the event giving rise to the claim.

Where no fees are payable: US$1,000. This is the cap that applies to a site visitor and to a funder using a free cabinet, and it is not a nominal sum.

Confidentiality, privacy and data protection

Covers: Breach of section 19, and Effect’s obligations for personal information under the data processing agreement and under applicable data protection law.

The cap: Three times the general cap.

Intellectual property infringement

Covers: Effect’s indemnity in section 22 for a claim that the platform infringes a third party’s rights.

The cap: Three times the general cap.

Uncapped

Covers: Fraud, fraudulent misrepresentation and wilful misconduct, and anything else that applicable law does not permit to be capped or excluded. Your obligation to pay fees properly due is also outside the caps.

The cap: None.

The caps are aggregate, not per claim: a series of connected events is one claim, and more claims do not raise the ceiling. The enhanced caps are inclusive of the general cap and do not sit on top of it. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

22. Indemnities, and they run both ways

By Effect, for intellectual property. Effect will defend you against any third-party claim that the platform, as supplied by us and used in accordance with these Terms and your Service Agreement, infringes that third party’s patent, copyright, trade mark or trade secret, and will pay the damages finally awarded against you on that claim or the settlement Effect approves. If the platform becomes, or in our reasonable opinion is likely to become, the subject of such a claim, Effect will at its own cost either procure the right for you to continue, or modify the platform so that it no longer infringes while keeping materially the same functionality, or, where neither is reasonably available, terminate the affected part of the Services and refund prepaid fees for the unused period. This indemnity does not cover a claim arising from Customer Data; from combining the platform with anything not supplied by Effect, where the claim would not have arisen without the combination; from use contrary to these Terms, the Service Agreement or the documentation; from a modification you made; or from continued use after we have made a non-infringing alternative available to you.

By you. You will defend Effect and its officers, directors and employees against any third-party claim arising out of Customer Data, including a claim that our permitted processing of it infringes a right or breaches a law; out of your use of the Services in breach of these Terms; or out of your breach of a law applicable to your own business. This indemnity does not cover anything caused by Effect’s own breach, negligence or wilful misconduct.

One procedure for both. The party seeking indemnity gives prompt written notice of the claim, gives the indemnifying party control of the defence and settlement, and provides reasonable cooperation at the indemnifying party’s expense. Late notice reduces the obligation only to the extent the delay actually prejudices the defence. Neither party settles a claim in a way that admits fault by the other, imposes an obligation on the other, or fails to release the other, without that party’s written consent, which is not unreasonably withheld. The indemnified party may take part in its own defence at its own cost.

23. Term, suspension and termination

These Terms apply while you use the Services. A customer’s term, renewal and termination rights are set by its Service Agreement; suspension and withdrawal of access follow section 11. Either party may terminate for the other’s material breach that is not cured within the period in section 11, and Effect may terminate where the law requires it to.

Provisions that by their nature should survive termination will survive, including sections 9, 12, 13, 14, 15, 19, 20, 21, 22, 24 and 26.

24. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware and waive any objection to venue there. Both parties will first try to resolve a dispute informally, by writing to the other and giving it a fair chance to answer. Either party may still seek interim injunctive relief in any competent court to protect its confidential information or its intellectual property.

Nothing in this section deprives a consumer, where one is nonetheless involved, of the protection of mandatory rules of the law of their habitual residence.

25. Changes to these Terms

We may update these Terms. For a site visitor, a change takes effect when it is posted with a new “Last updated” date.

For a customer under a Service Agreement, a change that is materially adverse to you does not apply until thirty days after we have given you written notice of it, and you may terminate the affected Services without penalty within that period, with a refund of prepaid fees for the unused period. No change applies retrospectively to anything that happened before it took effect.

26. Miscellaneous

These Terms, together with any Service Agreement and data processing agreement, the Privacy Policy, the Cookie Policy and the Disclosures, are the entire agreement between the parties about the Services. If any provision is unenforceable, the rest remains in effect. Neither party may assign these Terms without the other’s consent, which is not unreasonably withheld; either party may assign them, on written notice, to a successor in a merger, acquisition or sale of substantially all of its assets. Neither party is liable for delay caused by events beyond its reasonable control, and this does not excuse an obligation to pay. No waiver of a breach is a waiver of any other. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.

27. Contact

Sylvent Corporation, 131 Continental Drive, Suite 301, Newark, DE 19713, United States.

General: info@effect.com. Legal, these Terms, and withdrawal of the permission in section 15: legal@effect.com.