Terms of Service
The agreement between you and Hardline for use of the platform.
Version 1.0-draft · Last updated: 2026-05-10 · Effective: Pending counsel sign-off
1.Acceptance of Terms
By clicking “Create Account,” “Sign Up,” or any equivalent affirmative button, by checking the box adjacent to a link to these Terms of Service (“Terms”), or by accessing or using the platform operated by Hardline Lending, Inc. (entity status pending confirmation)(“Hardline,” “we,” “us”), including its websites, mobile applications, APIs, and related services (collectively, the “Service”), you (“you,” “User”) agree to be bound by these Terms, our Privacy Policy, our E-Sign Consent Disclosure, the Disclosures page, and any applicable Marketplace Addendum (Lender or Borrower) (together, the “Agreement”).
“Borrower” means a User who registers or operates an account to seek, request, or accept credit through the Service. “Lender” means a User who registers or operates an account to extend, offer, or solicit credit through the Service. A User may be both. Hardline is treated as a “financial institution” solely for purposes of the FTC Safeguards Rule and Regulation P (16 C.F.R. Parts 314 and 1016), and not for any other regulatory purpose.
If you are entering into the Agreement on behalf of an entity (such as an LLC, corporation, limited partnership, or trust), you represent that you have the authority to bind that entity, and “you” refers to that entity. If you do not agree, you may not use the Service.
You must be at least 18 years of age. The Service is offered only to United States residents and is not available in every U.S. state. Hardline does not currently make the Service available to residents of New York, New Jersey, Illinois, or California, and reserves the right to expand or restrict availability without notice.
2.Eligibility and Business-Purpose Use
You may use the Service only for business, commercial, or investment purposes. You will not use the Service to make, broker, originate, request, or solicit a loan for personal, family, or household purposes, or any loan secured by an owner-occupied dwelling or second home of the borrower or any guarantor. Borrowers represent that any loan sought is exempt from the Truth in Lending Act and Regulation Z under 12 C.F.R. § 1026.3(a)(1).
You must comply with all federal, state, and local laws applicable to your activities, including licensing, disclosure, anti-money-laundering, fair-lending, sanctions, usury, and tax obligations. The Service is not a substitute for compliance counsel.
3.Nature of the Service — Software Platform, Not Lender, Broker, Arranger, or Agent
Hardline operates a software-as-a-service platform that provides hosted listings, messaging, document storage, and workflow tooling to (a) Borrowers, typically real-estate investors holding title in a business entity, and (b) Lenders, typically balance-sheet lenders making business-purpose loans secured by real property. The Service enables Users to identify each other through searchable listings, communicate, exchange documents, and reach a closing directly between themselves, outside of Hardline.
Hardline is not, and does not act as, any of the following: a lender; a mortgage lender; a mortgage broker; a mortgage loan originator under the federal S.A.F.E. Act (12 U.S.C. § 5101 et seq.) or any state analog; a real-estate broker, salesperson, or finder under the California Real Estate Law (Cal. Bus. & Prof. Code §§ 10000 et seq.) or any state analog; a finance lender or finance broker under the California Financing Law (Cal. Fin. Code §§ 22000 et seq.) or any state analog; a residential mortgage lender, servicer, or originator under the California Residential Mortgage Lending Act (Cal. Fin. Code §§ 50000 et seq.); a commercial financing “provider” under the California Commercial Financing Disclosure Law (Cal. Fin. Code §§ 22800–22805); a “covered person” offering or providing a “consumer financial product or service” under the California Consumer Financial Protection Law (Cal. Fin. Code §§ 90000 et seq.); a money transmitter or money services business under the Bank Secrecy Act (31 C.F.R. § 1010.100(ff)) or any state money-transmitter law; an investment adviser; a securities broker-dealer; a crowdfunding portal; an escrow agent; a title agent; a payment processor; a credit repair organization; or a fiduciary, agent, representative, or partner of any User.
Hardline does not, with respect to any loan or transaction: (a) originate, underwrite, fund, broker, arrange, negotiate, modify, or service the loan; (b) take loan applications, or solicit Borrowers or Lenders, or solicit any specific loan or loan offer; (c) present, communicate, transmit, or convey loan offers, term sheets, rates, points, fees, or other proposed terms from any particular Lender to any particular Borrower or vice versa; (d) recommend, rank, rate, score, match, suggest, or pre-qualify any Lender or Borrower to any other User; (e) advise on, set, structure, or influence the terms of any loan; (f) hold, accept, transmit, escrow, or have custody of funds belonging to any User or any third party at any time; (g) act as agent for any User or as a fiduciary of any User; or (h) provide legal, tax, accounting, investment, real-estate, lending, brokerage, appraisal, or financial advice. Hardline’s display or notification of a User’s own messages or documents to the User they were sent to is a passive technical operation of the Service and does not constitute Hardline’s communication of offers.
All discovery on the Service is Borrower- and Lender-initiated. Users find counterparties by browsing, searching, and filtering listings that the counterparties themselves have authored. Users see other Users, deals, and term sheets in chronological order, in an order the User explicitly selects via filter or sort controls, or pursuant to a User’s own selection of counterparties—and not pursuant to any Hardline-determined match, score, or recommendation. Display order does not constitute an endorsement, recommendation, rating, or opinion by Hardline.
Hardline’s compensation, if and when introduced, will be in the form of flat or subscription fees for software access. Hardline charges flat or subscription fees only. Hardline’s fees do not depend on, and are not calculated as a percentage of, any loan amount, rate, points, fees, or whether a loan closes. Hardline does not receive any commission, referral fee, success fee, percentage, kickback, rebate, or other consideration that is contingent on or measured by a loan or loan transaction between Users.
Hardline is not engaged in the business of making, brokering, negotiating, soliciting, originating, or arranging loans. The Service is general-purpose software and Hardline’s role is limited to operating that software. All communications, term sheets, indications of interest, and documents exchanged through the Service are between the User parties only. Hardline does not adopt, endorse, verify, ratify, or stand behind any statement, representation, or document of any User. Each User is solely responsible for conducting its own due diligence on every counterparty, deal, document, and transaction. Hardline does not verify the identity, creditworthiness, licensing, ownership, valuations, title, condition, source of funds, or any other representation of any User or property beyond a basic identity check performed at account creation by our service provider Stripe Identity. Plain English: Hardline is the software you’re using. We don’t lend money, we don’t broker loans, and we don’t take or hold anyone’s money. The deal is between you and the other party.
4.Accounts and Security
You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You will use a strong, unique password, will not share your credentials, and will notify Hardline promptly at security@hardlinelending.com of any unauthorized use. We recommend enabling multi-factor authentication where offered.
You will provide accurate, current, and complete information at registration and will keep it current. We may suspend or terminate accounts that contain false, misleading, or stale information, or that we reasonably believe to be operated by a person who does not satisfy our eligibility criteria.
5.Identity Verification and Sanctions Screening
We use Stripe, Inc. (“Stripe”) to verify your identity. As part of identity verification, Stripe collects an image of your government-issued identification and a selfie and uses biometric facial-geometry technology to confirm a match. Stripe is the controller of any biometric template generated during verification; Hardline does not receive, store, or have access to the biometric template or source images. We receive only a pass/fail result and a Stripe session reference. Stripe’s handling of your data is governed by Stripe’s privacy policy.
We screen Users against U.S. Treasury OFAC sanctions lists at onboarding and on a periodic basis, including the Specially Designated Nationals and Blocked Persons List and any other lists Hardline’s identity-verification provider routinely screens against. We may refuse, suspend, or terminate any account based on a positive or potential match, or where required by law or regulatory direction. We do not serve users located in comprehensively sanctioned jurisdictions.
Export Controls. The Service includes software subject to U.S. export controls. You represent that you are not located in, and are not a national or resident of, any country subject to a U.S. embargo (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and you are not listed on any U.S. government denied- or restricted-party list.
6.User Content
“User Content” means any data, documents, photographs, deal information, term sheets, messages, files, and other content you submit, post, upload, transmit, or display on or through the Service. As between you and Hardline, you retain all right, title, and interest in your User Content.
You grant Hardline a worldwide, royalty-free, non-exclusive, sublicensable, transferable license to host, store, reproduce, modify (only as necessary for formatting, technical operation, and security), display, distribute, and otherwise use your User Content solely to: (a) operate, provide, maintain, and improve the Service; (b) display your User Content to other Users you have authorized to view it; (c) provide customer support; (d) comply with applicable law and legal process; (e) enforce the Agreement; and (f) generate de-identified, aggregated analytics that do not identify you or any individual. The sublicense extends to our service providers (including Supabase, Vercel, Stripe, Resend, and successors) solely for the same purposes.
You represent and warrant that (i) you have all rights necessary to submit the User Content and grant the foregoing license; (ii) the User Content is accurate and not misleading; (iii) the User Content does not infringe, misappropriate, or violate any third-party right; and (iv) you have any consents required from third parties referenced in the User Content (for example, a guarantor or partner whose information is included in a deal listing).
If you provide Hardline with suggestions, ideas, or feedback (“Feedback”), you grant Hardline a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, and exploit the Feedback for any purpose, without compensation or attribution.
7.Intellectual Property
The Service, including all software, design, text, graphics, logos, and the “Hardline” name and marks, is owned by Hardline or its licensors and is protected by U.S. and international intellectual-property laws. Except for the limited rights expressly granted in these Terms, no rights are granted to you. You may not copy, modify, distribute, sell, lease, sublicense, or reverse engineer any part of the Service, except to the limited extent permitted by mandatory applicable law.
8.Fees and Billing
The Service is currently offered free of charge. We may introduce fees, including subscription fees for lender accounts and listing fees for borrower deals, on at least thirty (30) days’ advance notice. Any fees we charge will be flat or subscription-based and will not be calculated as a percentage of any loan amount or contingent on whether a loan closes. Fees are non-refundable except as required by law or expressly stated at the time of purchase.
9.Acceptable Use
You will not, and will not permit any third party to:
- misrepresent any deal, property, loan, financial information, identity, or authority, including by submitting false or inflated valuations, misrepresenting ownership, title, lien position, or occupancy status, or using a false name, stolen identity, or shell entity;
- engage in sham, structured, or fraudulent transactions, including straw-borrower arrangements, undisclosed flips, kickbacks, or transactions intended to disguise the source of funds;
- violate any anti-money-laundering, counter-terrorist-financing, sanctions, or know-your-customer law, including the Bank Secrecy Act, USA PATRIOT Act, OFAC sanctions programs, or the Corporate Transparency Act;
- use the Service to make, broker, or solicit a consumer-purpose loan, a loan secured by an owner-occupied dwelling, or any loan subject to TILA, RESPA, HOEPA, the SAFE Act, or any state consumer-lending licensing regime, without first independently confirming and representing in writing that you hold all applicable licenses and have made all required disclosures;
- harass, threaten, defame, stalk, or discriminate against any other User or Hardline personnel, or engage in fair-lending violations including disparate treatment on the basis of race, color, religion, national origin, sex, marital status, age, familial status, disability, source of income, or any other protected characteristic;
- scrape, crawl, harvest, or otherwise extract data from the Service by automated or manual means, except as expressly authorized by Hardline in writing, or circumvent any rate-limit or technical restriction;
- reverse engineer, decompile, or disassemble the Service except to the limited extent permitted by mandatory applicable law;
- introduce malware, viruses, or any malicious code; attempt to gain unauthorized access to the Service, other Users’ accounts, or any data not intended for you;
- send unsolicited commercial messages, phish, pretext, or social-engineer other Users or Hardline personnel;
- impersonate any person or entity, or misrepresent your affiliation with any person or entity;
- interfere with or disrupt the Service or its servers or networks;
- resell, rent, lease, sublicense, transfer, or otherwise commercialize access to the Service without Hardline’s prior written consent;
- rely on wire instructions exchanged through the Service without first independently verifying them verbally with a known contact at the counterparty using contact information obtained outside the Service;
- offer or sell any security, fractional interest, syndicated participation, or fund interest through the Service without independently confirming compliance with the Securities Act of 1933 and applicable Blue Sky laws.
We may investigate suspected violations and may suspend or terminate access and report violations to law enforcement.
10.Wire Fraud Warning and User Responsibility
Wire fraud is a serious and growing threat in real-estate transactions. Criminals impersonate title companies, closing agents, attorneys, lenders, and borrowers and send falsified wire instructions to redirect loan proceeds and closing funds. Funds wired to a fraudulent account are typically unrecoverable.
Hardline does not generate, verify, transmit, or guarantee any wire instructions. Any wire instructions, account numbers, routing numbers, beneficiary names, or banking details exchanged through Hardline messaging, file uploads, or document storage are provided solely by Users and are not verified by Hardline. Before sending any wire, you will independently verify wire instructions by placing a voice call to a known and previously verified telephone number for the intended recipient and confirming the instructions verbally with a known individual. You will not rely on telephone numbers provided in the same email, message, or document as the wire instructions.
Subject only to the carve-outs in Section 13 (gross negligence, willful misconduct, fraud, and intellectual-property infringement), Hardline shall have no liability for any loss arising from wire fraud, business email compromise, payment misdirection, or related schemes, and you waive any such claim against Hardline to the maximum extent permitted by law.
11.Privacy
Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and share your personal information.
12.Disclaimers
The Service is provided “as is” and “as available,” with all faults and without warranty of any kind. To the maximum extent permitted by applicable law, Hardline and its affiliates, licensors, and service providers disclaim all warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and quiet enjoyment, and any warranties arising out of course of dealing or usage of trade.
Nothing on the Service constitutes financial, legal, tax, accounting, investment, lending, brokerage, appraisal, valuation, or real-estate advice. All calculations, displayed metrics, estimated yields, LTV/LTC ratios, ARV figures, debt-service coverage, points, fees, interest rates, comparable property data, and similar information are for informational purposes only, may be inaccurate or out of date, and are not a substitute for independent professional advice and your own due diligence.
Hardline does not warrant that the Service will be uninterrupted, secure, or error-free, or that defects will be corrected, and does not guarantee any funding, closing, term sheet, loan, return, yield, or other outcome.
13.Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Hardline, its affiliates, or their respective officers, directors, employees, agents, licensors, or service providers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost data, lost opportunity, cost of substitute goods or services, or loss of goodwill, arising out of or relating to the Agreement or the Service, whether based on contract, tort (including negligence), strict liability, or any other legal theory, and whether or not Hardline has been advised of the possibility of such damages.
Hardline’s total cumulative liability to you for all claims arising out of or relating to the Agreement or the Service shall not exceed the greater of (a) the total fees you paid to Hardline in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).
Hardline shall have no liability for any loan, transaction, term sheet, payment, wire, funding, default, foreclosure, deficiency, misrepresentation, or other matter arising between or among Users. Hardline is not a party to any such transaction.
The limitations in this Section do not apply to: (a) your indemnification obligations under Section 14; (b) fraud, willful misconduct, or gross negligence; (c) infringement of intellectual-property rights; or (d) any liability that cannot be limited as a matter of applicable law.
The limitations in this Section are a fundamental basis of the bargain between you and Hardline and apply even if any limited remedy fails of its essential purpose.
14.Indemnification
You will defend, indemnify, and hold harmless Hardline, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers (the “Hardline Indemnitees”) from third-party claims, demands, actions, proceedings, losses, liabilities, judgments, settlements, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of the Agreement, including any Marketplace Addendum applicable to you; (b) your User Content, including any claim that your User Content infringes, misappropriates, or violates a third-party right; (c) your violation of any law, rule, regulation, or third-party right; (d) your negligence or willful misconduct; and (e) your interaction with another User or third party in connection with the Service, including any loan, term sheet, wire, funding, communication, document, representation, or omission made by you or on your behalf, and any tax obligation arising from your activities through the Service.
Hardline will promptly notify you of any claim for which it seeks indemnification (failure to give prompt notice will not relieve you except to the extent prejudiced), permit you to control the defense and settlement (you may not settle in a manner that imposes any non-monetary obligation, admission of liability, or unreversed injunction on a Hardline Indemnitee without Hardline’s prior written consent), and reasonably cooperate at your expense. Hardline reserves the right to assume the exclusive defense and control of any matter at its own expense, in which case you will cooperate.
15.Binding Individual Arbitration; Class Action Waiver
You represent that you are a sophisticated participant in real-estate finance, that you have had a reasonable opportunity to consult independent legal counsel before accepting the Agreement, and that you are accepting the Agreement only for business, commercial, or investment purposes.
You and Hardline agree that any past, present, or future dispute, claim, or controversy arising out of or relating to the Agreement, the Service, your account, any communications between you and Hardline, any interaction with another User, or the relationship between you and Hardline (a “Dispute”) shall be resolved exclusively by final, binding, individual arbitration, except as expressly carved out in Section 15.7 below. This includes Disputes that arose before you accepted these Terms, except that this Section 15 does not apply to any Dispute that, on the date you first accepted these Terms, was the subject of a then-pending lawsuit, arbitration demand, or written pre-suit demand by either party against the other.
This arbitration agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.
The arbitrator, and not any court, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, scope, or formation of this Section 15, including any claim that all or any part of this Section 15 is void or voidable. This delegation is intended as clear and unmistakable evidence of the parties’ agreement to arbitrate arbitrability under Henry Schein, Inc. v. Archer & White Sales, Inc., 586 U.S. 63 (2019). Exceptions: (i) the enforceability of the Class Action Waiver in Section 15.5 shall be decided by a court; and (ii) a court (and not the arbitrator) shall decide whether a particular claim qualifies for the small-claims or public-injunctive carve-out in Section 15.7.
The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules and, where applicable, its Mass Arbitration Supplementary Rules. AAA rules are available at www.adr.org.
The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. This Class Action Waiver applies in any forum, including any court action brought under the carve-outs in Section 15.7. If a court of competent jurisdiction decides that applicable non-waivable law precludes enforcement of any portion of this Section 15.5 as to a particular claim or remedy, that claim or remedy (and only that claim or remedy) will be severed and brought in court, with all other claims proceeding in arbitration. Such severance is not an election by either party to litigate, and either party may move to stay either proceeding pending resolution of the other.
Notwithstanding the foregoing: (a) either party may bring a qualifying individual claim in small-claims court in the county of your residence or principal place of business; (b) either party may seek injunctive or equitable relief in court to prevent infringement or misappropriation of that other party’s intellectual property, trade secrets, or confidential information, or to enforce Sections 9, 10, or 6; (c) nothing in this Section prevents a User from seeking public injunctive relief in a court of competent jurisdiction where such relief is unwaivable as a matter of law (including under California’s McGill rule); (d) insurance-coverage disputes between either party and its insurer or reinsurer are excluded; (e) actions in bankruptcy, receivership, or analogous insolvency proceedings, and proceedings to collect a final money judgment, are excluded; and (f) any claim that is non-arbitrable under applicable non-preempted statute may be brought in a court of competent jurisdiction.
Before filing an arbitration demand, the claimant must send the other party a written notice of Dispute (a “Notice of Dispute”) describing the nature and basis of the claim and the specific relief sought, including a good-faith damages estimate where known. Notice to Hardline must be sent to legal@hardlinelending.com. Hardline will acknowledge receipt within ten (10) business days and designate a contact for good-faith negotiation. The parties will attempt in good faith to resolve the Dispute by negotiation for sixty (60) days following receipt. The statute of limitations and any contractual filing deadlines are tolled during this period.
Filing, administrative, and arbitrator fees shall be governed by the AAA Consumer Arbitration Rules. If you are the claimant and the value of your claim is $10,000 or less, Hardline will pay all AAA filing, administrative, and arbitrator fees in excess of the consumer filing fee, except where the arbitrator determines the claim was frivolous. Each party shall bear its own attorneys’ fees, except where a statute or this Agreement provides otherwise.
Arbitration hearings, if any, shall take place in the county of your residence, by video conference at the claimant’s election, or at another mutually agreed location. Claims under $25,000 shall be resolved on a documents-only basis unless the arbitrator orders otherwise.
If twenty-five (25) or more arbitration demands of substantially similar character are filed against Hardline by the same counsel or counsel acting in coordination within a ninety (90) day period, the AAA Mass Arbitration Supplementary Rules shall apply. The parties acknowledge that under those rules a Process Arbitrator may resolve threshold administrative matters, including the existence of an arbitration agreement, the identity of claimants, claimants’ satisfaction of AAA filing requirements, and the allocation of administrative fees. The parties may, at the Process Arbitrator’s direction, engage in a mediation phase before individual proceedings advance. Any bellwether or test cases shall be non-binding on non-bellwether claimants except by their express, written consent given after appointment of counsel. Nothing in this Section authorizes class or representative arbitration, which remains prohibited under Section 15.5.
You may opt out of this Section 15 by sending written notice within forty-five (45) days of the date you first accepted these Terms (or, if you accepted a prior version and a material change to this Section 15 was made, the date of the change). Notice may be sent by email to arbitration-optout@hardlinelending.com (subject line “Arbitration Opt-Out”) or by postal mail to Hardline at the address posted at /legal/contact. The notice must include your full legal name, mailing address, account email, and a clear statement that you opt out of Section 15. Opting out exits all of Section 15 (including the Class Action Waiver) and will not adversely affect your account, your eligibility for Hardline’s products, or any fees or pricing applicable to you. A standalone opt-out form is available at /legal/forms.
If any portion of this Section 15 (other than the Class Action Waiver, which is governed by Section 15.5) is found unenforceable, the remainder shall remain in effect. If you are a California resident, and a court of competent jurisdiction concludes that any portion of this Section 15 is unenforceable as to you under non-waivable California law, that portion shall be modified to the minimum extent necessary to render it enforceable, or, if such modification is not possible, severed; all other portions of Section 15 shall remain in full force and effect. This Section 15 survives termination of the Agreement and closure of your account.
16.Governing Law; Forum
The Agreement and any Dispute between you and Hardline shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles, except that Section 15 (Arbitration) shall be governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
For any Dispute that is not subject to arbitration under Section 15, you and Hardline submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and waive any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue.
If you are a California resident, nothing in this Section deprives you of (a) the protections of any non-waivable California statute that applies to you notwithstanding a contrary choice-of-law provision, or (b) the right to bring a claim for public injunctive relief in a California court where such relief is unwaivable as a matter of law.
17.Suspension and Termination
You may terminate the Agreement at any time by closing your account through the in-app settings or by emailing support@hardlinelending.com. Termination does not relieve you of obligations incurred prior to termination.
Hardline may terminate the Agreement or suspend or limit your access to the Service at any time, for any reason or no reason, with or without notice, subject only to applicable law. Hardline may terminate immediately if it reasonably believes you have violated the Agreement, your continued use poses a risk of harm, fraud, or legal liability, you have engaged in or facilitated fraud, money laundering, sanctions evasion, or other illegal activity, a regulator or law-enforcement authority has directed Hardline to do so, or you have failed to pay any fee when due.
Upon termination, your right to access the Service ceases immediately and Hardline may delete your User Content (subject to Section 6 and to any retention required by law or for ongoing dispute resolution, fraud prevention, or regulatory records). The following Sections, and any other provisions that by their nature should survive, will survive: Section 6 (User Content license); Section 7 (Intellectual Property); Section 8 as to fees accrued prior to termination; Section 9 as to post-termination prohibitions; Section 10 (Wire Fraud Warning); Sections 12, 13, and 14 (Disclaimers, Limitation of Liability, Indemnification); Section 15 (Arbitration) and Section 16 (Governing Law); this Section 17; and Sections 18 through 23.
18.Modifications
For non-material changes (such as clarifications, typographical corrections, or changes to operational details), Hardline may post the revised Agreement with an updated “Last Updated” date, and the changes take effect upon posting. For material changes (such as changes to dispute resolution, fees, limitation of liability, indemnification, or your material rights or obligations), Hardline will provide at least thirty (30) days’ advance notice by email to the address associated with your account and by in-app banner.
If you do not agree to the modified Agreement, you must stop using the Service and close your account before the effective date. Your continued use after the effective date constitutes acceptance, except that any change to Section 15 (Arbitration) will not apply to disputes that arose before the effective date unless you affirmatively assent. Each version is archived at /legal/archive.
19.Electronic Records and Communications
You consent to receive all communications, agreements, disclosures, notices, term sheets, loan documents, statements, records, tax forms, and other information from Hardline in electronic form, as more fully described in our E-Sign Consent Disclosure. Your electronic signature (including by clicking “I Agree,” “Sign,” “Accept,” or any similar affirmative action) has the same legal effect as a handwritten signature.
20.General Provisions
If there is a conflict between or among documents comprising the Agreement, precedence is: (1) the applicable Marketplace Addendum (Lender or Borrower) as to subject matter specific to that role; (2) these Terms of Service; (3) the Risk Disclosure Statement and the Marketplace Disclosures as to matters governed by their respective subject matters; (4) the E-Sign Consent Disclosure as to electronic-records and signature matters; (5) the Privacy Policy as to matters governed by privacy law; and (6) the Acceptable Use Policy as to conduct rules.
Neither party will be liable for any failure or delay in performance (excluding any fee payment obligations once fees are introduced) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, government order, war, terrorism, civil unrest, labor dispute, internet or telecommunications failure, third-party infrastructure failure (including the failure of Supabase, Vercel, Stripe, or Resend), cyberattack, or shortage of materials.
You may not assign or transfer the Agreement without Hardline’s prior written consent. Any attempted assignment is void. Hardline may assign the Agreement, in whole or in part, without notice or consent, including to an affiliate or in connection with a merger, acquisition, reorganization, sale of substantially all assets, or financing.
If any provision is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent.
The Agreement (these Terms, the Privacy Policy, the E-Sign Consent, the Disclosures page, the Risk Disclosure, the Acceptable Use Policy, and any applicable Marketplace Addendum) constitutes the entire agreement between you and Hardline regarding the subject matter and supersedes all prior and contemporaneous agreements, communications, and proposals. No purchase order, statement of work, or other document issued by you will add to or modify the Agreement.
Hardline’s failure to enforce any provision will not be deemed a waiver. Any waiver must be in writing and signed by an authorized Hardline representative.
Notices to you may be given by email to the address associated with your account or by in-app notification. Notices to Hardline must be sent to legal@hardlinelending.com.
The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship.
Section headings are for convenience only. The Agreement will be construed without regard to any presumption against the drafter.
No license or other right is granted by implication, estoppel, or otherwise. Hardline reserves all rights not expressly granted in the Agreement.
Except as expressly provided for the Hardline Indemnitees in Section 14, the Agreement is for the benefit of the parties only and does not confer any right or remedy on any third party. No User is a third-party beneficiary of any other User’s agreement with Hardline, except as expressly stated in a Marketplace Addendum.
The Agreement may be accepted in any number of counterparts (whether by click-through, electronic signature, or otherwise), each of which is an original and all of which together constitute one and the same instrument. Delivery of an electronic copy has the same effect as delivery of an original.
You waive, and will cause your insurers and indemnitors to waive, any right of subrogation or recovery against Hardline, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers for any loss for which you are or could be insured.
You will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.), the U.K. Bribery Act 2010, and analogous state commercial-bribery statutes. You will not, directly or indirectly, offer, give, or authorize the giving of anything of value to any person to obtain or retain business through the Service.
You will treat as confidential any non-public information, deal terms, or counterparty financial information disclosed through the Service that a reasonable person would consider confidential, and you will use that information solely for the purpose of evaluating, negotiating, or consummating a transaction with the disclosing User. The foregoing does not apply to information that (i) is or becomes publicly available without your breach; (ii) was rightfully known to you without obligation of confidentiality; or (iii) is independently developed by you without use of the disclosing User’s information.
21.Contact
Questions about these Terms: legal@hardlinelending.com
General support: support@hardlinelending.com
Privacy: privacy@hardlinelending.com
Security incidents: security@hardlinelending.com
22.Coordinated Vulnerability Disclosure
Hardline welcomes good-faith security research. If you believe you have discovered a vulnerability in the Service, report it to security@hardlinelending.com with sufficient detail to reproduce. Hardline will not pursue legal action against researchers who: (a) make a good-faith effort to avoid privacy violations, data destruction, and service interruption; (b) access only the data necessary to demonstrate the vulnerability; (c) do not publicly disclose before Hardline has had a reasonable opportunity to remediate (not less than ninety (90) days unless mutually agreed); and (d) do not exploit the vulnerability beyond what is necessary to confirm and report it.
This Section operates as a notice for purposes of the federal Computer Fraud and Abuse Act (18 U.S.C. § 1030): except as expressly authorized in this Section, Hardline withdraws authorization for any automated or unauthorized access to the Service.
23.Copyright and DMCA
Hardline complies with the Digital Millennium Copyright Act. If you believe content on the Service infringes your copyright, send a notice with the elements required by 17 U.S.C. § 512(c)(3) to dmca@hardlinelending.com or to Hardline’s designated agent at the mailing address posted at hardlinelending.com/legal/contact. Counter-notices may be sent to the same agent. Repeat infringers will have their accounts terminated. Hardline’s designated agent is registered at dmca.copyright.gov.