Terms of Service

IMPORTANT NOTICE: PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS SITE OR SUBMITTING ANY INQUIRY. THESE TERMS CONTAIN IMPORTANT PROVISIONS INCLUDING A BINDING ARBITRATION CLAUSE, CLASS ACTION WAIVER, LIMITATION OF LIABILITY, AND INDEMNIFICATION OBLIGATIONS THAT AFFECT YOUR LEGAL RIGHTS. BY ACCESSING THIS SITE OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.

1. Parties and Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Smply Capital, a registered trade name (DBA) of WL Capital Holdings LLC, a limited liability company organized under the laws of the State of New York ("Company," "we," "us," or "our"), governing your access to and use of smplycapital.com (the "Site") and all related services, content, and features (collectively, "Services").

By accessing the Site, submitting a financing inquiry, executing a broker agreement, or otherwise engaging with our Services in any manner, you affirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, please refrain from using our Site or Services and contact us with any questions.

2. Description of Company and Services

Smply Capital is an independent commercial loan brokerage. The Company acts solely as an intermediary and facilitator connecting prospective borrowers with independent third-party commercial lending partners. The Company's services are limited to:

• Receiving, reviewing, and evaluating commercial financing scenario submissions
• Identifying potentially suitable third-party lending partners based on scenario parameters
• Facilitating introductions between borrowers and lending partners
• Assisting with loan packaging, documentation preparation, and lender communication
• Providing general guidance on commercial financing structures, programs, and processes

The Company is not a bank, credit union, mortgage company, licensed lender, investment advisor, financial planner, attorney, or accountant. The Company does not originate, underwrite, fund, guarantee, insure, or service loans. All financing is provided exclusively by independent third-party lenders subject to their own terms, conditions, underwriting criteria, and regulatory requirements.

3. Eligibility Requirements

By using our Site or Services, you represent and warrant that:

• You are at least eighteen (18) years of age
• You have the full legal capacity and authority to enter into binding agreements
• If acting on behalf of a legal entity, you are duly authorized to bind that entity to these Terms
• Your use of our Services does not violate any applicable law, regulation, or contractual obligation
• You are located in the United States or are otherwise subject to U.S. commercial lending laws and regulations
• All information you provide is true, accurate, complete, and not misleading

4. No Professional Advice

Nothing on this Site or communicated by the Company or its representatives constitutes legal advice, financial advice, tax advice, investment advice, accounting advice, or any other form of professional advice. All information provided through our Site or Services is for general informational and educational purposes only. You should consult qualified and licensed legal, financial, tax, and accounting professionals before making any financing decisions, executing any agreements, or taking any action in reliance on information obtained through our Services. The Company expressly disclaims any responsibility for decisions made in reliance on information provided through this Site.

5. No Guarantee of Financing or Approval

Submission of a scenario through our Site or engagement with our Services does not constitute a loan application, pre-qualification, pre-approval, commitment to lend, or any guarantee of financing of any kind. All loan approvals, terms, rates, conditions, and availability are determined solely at the discretion of the applicable independent third-party lender based on their proprietary underwriting criteria, credit policies, and applicable regulatory requirements. The Company makes no representations, warranties, or guarantees — express or implied — regarding the availability, terms, rates, approval likelihood, closing timeline, or outcome of any financing scenario. Market conditions, regulatory changes, lender policy changes, and borrower-specific factors may affect financing availability at any time.

6. Broker Fee Disclosure and Compensation

The Company is compensated for its brokerage services through broker fees. The following fee disclosure applies:

• No upfront fees are charged for scenario review, initial consultation, or evaluation of your inquiry
• Broker fees are earned and become payable only upon the successful closing of a financing transaction
• Fees may be paid by the borrower, the lender, or both, depending on the loan type, structure, and lender relationship
• Specific fee amounts, structures, and payment terms are governed exclusively by a separate written broker agreement executed prior to any lender submission
• You are under no obligation to proceed with any financing and may terminate your engagement at any time prior to signing a broker agreement without incurring any fee obligation
• The Company may receive compensation from lending partners in connection with loan referrals. Such compensation arrangements do not create a fiduciary duty or obligation to present any particular lender or program
• All fee arrangements are subject to applicable state and federal lending and brokerage regulations

The existence of lender-paid compensation does not affect the Company's commitment to identifying financing options that are appropriate for your stated scenario parameters.

7. Accuracy and Completeness of Information

By submitting any information through our Site or in connection with our Services, you represent and warrant that all such information is truthful, accurate, complete, current, and not misleading in any material respect. You agree not to submit, provide, or facilitate the submission of false, fabricated, fraudulent, or materially inaccurate information. You acknowledge that lenders and other parties may rely on information provided through or in connection with our Services in making financing decisions. Providing materially inaccurate, incomplete, or fraudulent information may result in immediate termination of the Company's engagement, disqualification from financing, civil liability, and potential criminal prosecution under applicable federal and state fraud statutes, including but not limited to 18 U.S.C. § 1014 (false statements to financial institutions). The Company shall have no liability arising from your provision of inaccurate information.

8. Relationship with Third-Party Lenders

All lenders in the Company's network are independent third parties. The Company does not control, endorse, or guarantee the products, services, rates, terms, decisions, or conduct of any lending partner. The Company shall not be liable for any act, omission, error, representation, warranty, breach, or negligence of any lending partner, or for any damages or losses arising therefrom. Any financing agreement is solely between you and the applicable lender and is governed by that lender's terms and conditions. The Company is not a party to any loan agreement between you and a lender. Disputes regarding loan terms, servicing, or lender conduct must be directed to the applicable lender and resolved in accordance with the applicable loan documents and regulatory processes.

9. Confidentiality

The Company treats all scenario details, financial information, and personal data submitted in connection with financing inquiries as confidential. The Company will not disclose such information to any party other than lending partners directly relevant to your scenario, service providers operating under confidentiality obligations, or as required by applicable law. The Company requires lending partners to maintain the confidentiality of borrower information shared in connection with scenario evaluations. Notwithstanding the foregoing, the Company cannot guarantee the confidentiality practices of independent third-party lenders beyond its contractual arrangements with them.

10. Communications Consent

By submitting an inquiry or otherwise engaging with our Services, you consent to receive communications from the Company via email, telephone, and SMS text message as described in our Privacy Policy. You further agree that:

• All electronic agreements, notices, disclosures, and communications satisfy any legal requirement that such communications be in writing, to the fullest extent permitted by applicable law
• Electronic records and signatures have the same legal force and effect as original written records and signatures
• You have the ability to access, receive, and retain electronic communications
• You may withdraw consent to receive electronic communications by contacting us, provided that such withdrawal will not affect the validity of prior electronic communications or agreements

11. Intellectual Property Rights

All content on this Site, including without limitation text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, is the exclusive property of Smply Capital, a DBA of WL Capital Holdings LLC, or its licensed content suppliers, and is protected by the United States Copyright Act (17 U.S.C. § 101 et seq.), trademark law, trade dress law, and other applicable intellectual property laws and international treaties. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our Site for personal, non-commercial purposes only. You may not reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, transmit, or otherwise exploit any content from this Site without the Company's prior written consent. Any unauthorized use of our intellectual property may give rise to civil and criminal liability.

12. Prohibited Conduct

You agree not to engage in any of the following prohibited activities in connection with our Site or Services:

• Submitting false, fraudulent, misleading, or materially inaccurate information
• Violating any applicable local, state, federal, or international law or regulation
• Infringing upon the intellectual property rights of any party
• Transmitting any harmful, offensive, defamatory, obscene, or disruptive content
• Attempting to gain unauthorized access to any portion of our Site, systems, or infrastructure
• Introducing viruses, malware, or other harmful code into our systems
• Using automated scripts, bots, crawlers, or similar tools to access or interact with our Site
• Interfering with the proper functioning of the Site or disrupting the experience of other users
• Collecting, harvesting, or scraping information about other users without authorization
• Impersonating any person or entity or misrepresenting your affiliation with any person or entity
• Engaging in any activity that constitutes or facilitates money laundering, fraud, or other financial crimes
• Using our Services for any purpose other than legitimate commercial financing inquiries
• Reverse engineering, decompiling, or disassembling any portion of our Site or systems

13. Regulatory Compliance

Commercial lending and loan brokerage activities are subject to various federal and state laws and regulations, including but not limited to the Equal Credit Opportunity Act (ECOA), the Fair Credit Reporting Act (FCRA), the Gramm-Leach-Bliley Act (GLBA), the Bank Secrecy Act (BSA), applicable state lending and mortgage broker licensing laws, and other regulatory requirements. The Company operates in compliance with applicable laws and regulations. Regulatory changes, licensing requirements, or lender compliance obligations may affect the availability of certain financing programs or the Company's ability to assist with specific transactions. The Company shall not be liable for any inability to facilitate financing resulting from changes in applicable law or regulatory requirements.

14. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY DOES NOT WARRANT THAT OUR SITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR SUITABILITY OF ANY CONTENT ON OUR SITE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THESE TERMS.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMPLY CAPITAL, WL CAPITAL HOLDINGS LLC, OR THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, "COMPANY PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (I) YOUR USE OF OR INABILITY TO USE OUR SITE OR SERVICES; (II) ANY CONTENT OBTAINED FROM OUR SITE; (III) ANY ACTION OR INACTION OF ANY THIRD-PARTY LENDER; (IV) YOUR RELIANCE ON ANY INFORMATION PROVIDED THROUGH OUR SERVICES; OR (V) ANY OTHER MATTER RELATING TO OUR SITE OR SERVICES, EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF THE COMPANY PARTIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL BROKER FEES PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

16. Indemnification

You agree to defend, indemnify, and hold harmless the Company Parties from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, penalties, fines, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (i) your use of or access to our Site or Services; (ii) your violation of these Terms or any applicable law or regulation; (iii) your submission of inaccurate, false, incomplete, or fraudulent information; (iv) your infringement of any intellectual property or other rights of any third party; (v) your violation of any lender's terms or policies; or (vi) any dispute between you and any third-party lender. The Company reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, in which case you agree to cooperate with the Company's defense of such matter at your own expense.

17. No Agency, Partnership, or Employment

Nothing in these Terms or in any communication between the parties shall be construed to create an agency relationship, partnership, joint venture, franchise, employment relationship, or fiduciary relationship of any kind between you and the Company, or between the Company and any third-party lender. The Company acts as an independent contractor in all respects. No party shall have the authority to bind, obligate, or incur liability on behalf of any other party.

18. Third-Party Links and Services

Our Site may contain links to third-party websites, applications, or services. These links are provided for convenience and informational purposes only and do not constitute an endorsement, sponsorship, recommendation, or approval by the Company of any third-party site, service, product, or content. The Company has no control over and assumes no responsibility for the content, terms, privacy policies, security practices, accuracy, or availability of any third-party sites or services. Your use of third-party sites or services is at your own risk and subject to their respective terms and conditions.

19. Force Majeure

The Company shall not be liable for any delay, failure, or inability to perform any obligation under these Terms to the extent such delay or failure results from causes beyond the Company's reasonable control, including but not limited to acts of God, natural disasters, pandemic or epidemic events, acts of war or terrorism, civil unrest, governmental actions or restrictions, regulatory changes, market disruptions, financial system failures, cyberattacks, power outages, labor disputes, or failures of third-party service providers or infrastructure. In the event of a force majeure event, the Company's obligations shall be suspended for the duration of the event, and the Company shall use commercially reasonable efforts to resume performance as soon as practicable.

20. Dispute Resolution and Binding Arbitration

Informal Resolution

Before initiating any formal legal proceeding, you agree to first contact us at william@smplycapital.com and attempt to resolve any dispute informally. The parties shall negotiate in good faith for a period of thirty (30) days from the date of notice before initiating formal proceedings.

Binding Arbitration

If informal resolution fails, any dispute, controversy, or claim arising out of or relating to these Terms, our Services, or any breach thereof shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, as modified herein. The arbitration shall be conducted by a single arbitrator in New York County, New York (or via videoconference at either party's election). The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver

YOU AND THE COMPANY EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, MASS ACTION, OR REPRESENTATIVE PROCEEDING OF ANY KIND. ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY ONLY. This waiver is a material and non-severable condition of the arbitration agreement.

Exceptions

Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration. Claims for intellectual property infringement may also be brought in court.

21. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. For any matters not subject to arbitration under Section 20, you consent to the exclusive personal jurisdiction of the state and federal courts located in New York County, New York, and waive any objection to the laying of venue in such courts.

22. Assignment

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without the prior written consent of the Company. The Company may freely assign, transfer, or delegate its rights and obligations under these Terms in connection with a merger, acquisition, sale of assets, corporate restructuring, or by operation of law, without your consent. Any purported assignment by you in violation of this section shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

23. No Waiver

No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise of that right, power, or remedy, or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by an authorized representative of the Company to be effective.

24. Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, unenforceable, or in conflict with applicable law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If such modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect without impairment.

25. Entire Agreement

These Terms, together with our Privacy Policy and any separately executed broker agreement or engagement letter, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, warranties, and communications, whether written or oral, relating to such subject matter. In the event of any conflict between these Terms and any separately executed broker agreement, the terms of the broker agreement shall control with respect to the specific transaction covered thereby.

26. Changes to These Terms

The Company reserves the right to modify these Terms at any time in its sole discretion. Changes will be posted on this page with an updated effective date. For material changes, the Company will provide reasonable advance notice through a prominent notice on our Site or via email to the address on file. Your continued use of our Site or Services following the posting of updated Terms constitutes your acceptance of such changes. If you do not agree to the updated Terms, you should discontinue your use of our Site and contact us regarding the status of any pending engagement.

27. Electronic Signatures and Records

Pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and applicable state electronic transaction laws, you agree that electronic signatures, agreements, contracts, and records are legally valid and enforceable to the same extent as original handwritten signatures and paper records. Your affirmative action in using our Site or submitting any form constitutes your electronic signature and acceptance of these Terms.

28. Headings and Interpretation

Section headings in these Terms are for convenience and reference only and shall not affect the interpretation of any provision. The words "include," "includes," and "including" shall be deemed to be followed by "without limitation." These Terms shall not be construed against the drafter. Singular terms shall include the plural and vice versa.

29. Contact Information

For questions about these Terms, to report a violation, or to initiate informal dispute resolution, contact us in writing:
Smply Capital, a DBA of WL Capital Holdings LLC
Attn: Legal
Email: william@smplycapital.com
Phone: (646) 820-7440