Terms of Service

These Terms form a binding agreement between Olycor ("Olycor," "we," "us," or "our") and the organization or individual accessing the Service ("Customer," "you," or "your"). If you use the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization. If you do not agree to these Terms, you must not use the Service.

Where you and Olycor have signed a separate written agreement (for example, a master subscription or order form), that agreement governs and controls over any conflicting provision in these Terms.

Olycor provides software that helps organizations transform receivables data into standardized, auditable, signed borrowing base certificates and related facility reporting. The Service is intended solely for business and professional use by parties involved in receivables-backed financing.

The Service is offered on an evolving basis and may include early-access, beta, or preview features that are provided "as is," may be changed or withdrawn at any time, and may not function as intended. You must be at least 18 years old and capable of forming a binding contract to use the Service.

You are responsible for all activity that occurs under your account and for maintaining the confidentiality of your credentials. You agree to use strong authentication, enable multi-factor authentication where available, and promptly notify us of any suspected unauthorized access. We may suspend or disable accounts that we reasonably believe present a security or compliance risk.

This is important. Olycor is a software tool. It is not a lender, advisor, auditor, accountant, fiduciary, or rating agency, and it does not provide financial, legal, accounting, tax, investment, or other professional advice.

Any output of the Service — including borrowing base certificates, availability figures, eligibility determinations, reserves, classifications, analytics, and reports (collectively, "Output") — is generated from data and rules that you and your counterparties provide or configure. Output is provided to assist your own analysis and decision-making and does not constitute a recommendation, certification of accuracy, assurance, or guarantee by Olycor.

• You are solely responsible for reviewing, validating, and approving any Output before relying on it or submitting it to a lender, investor, auditor, or regulator.
• You are solely responsible for the accuracy, completeness, and lawfulness of the data you input and the rules, eligibility criteria, and parameters you configure.
• Any certificate, submission, or representation you make to a third party using Output is your own, and Olycor is not a party to, and assumes no responsibility for, your financing arrangements.

"Customer Data" means data you or your authorized users submit to the Service. As between the parties, you retain all rights in Customer Data. You grant Olycor a worldwide, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Service, and as otherwise permitted in our Privacy Policy. You represent that you have all rights and permissions necessary to provide Customer Data and to authorize this processing.

You are responsible for your users' compliance with these Terms and for ensuring your use of the Service complies with all laws and contractual obligations applicable to you, including those governing your financing facilities and counterparties.

You agree not to, and not to permit any third party to:

• Use the Service in violation of any law, regulation, or third-party right, or to submit false, misleading, or fraudulent information;
• Upload malware or attempt to gain unauthorized access to, probe, or disrupt the Service or its infrastructure;
• Reverse engineer, decompile, or attempt to derive source code, except to the extent that restriction is prohibited by law;
• Resell, sublicense, or provide the Service to third parties except as expressly permitted; or
• Use the Service to build a competing product or to benchmark without our prior written consent.

The Service, including all software, models, designs, and content (excluding Customer Data), and all related intellectual property rights, are and remain the exclusive property of Olycor and its licensors. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your authorized term. We may use anonymized and aggregated data that does not identify you or any individual to operate and improve the Service.

The Service may interoperate with third-party systems (such as ERP, accounting, or hosting providers). We are not responsible for third-party services, and your use of them is governed by their terms. Any integration is provided for convenience and without warranty as to availability or results.

Fees, if any, are set out in an order form or quote. Unless otherwise stated, fees are non-refundable and exclusive of taxes. We may suspend the Service for non-payment after reasonable notice.

THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND.

To the maximum extent permitted by law, Olycor disclaims all warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any Output will be accurate, complete, or sufficient for any purpose. You assume full responsibility for decisions made or actions taken in reliance on the Service or Output.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business, arising out of or relating to the Service, even if advised of the possibility of such damages.

Olycor's total aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the fees you paid to Olycor for the Service in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD $100). These limitations apply regardless of the theory of liability and form an essential basis of the bargain.

You will defend, indemnify, and hold harmless Olycor and its affiliates, officers, and employees from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to (a) your Customer Data; (b) your use of the Service or Output, including any certificate or representation you make to a third party; (c) your violation of these Terms or applicable law; or (d) your financing arrangements with any counterparty.

These Terms apply while you use the Service. Either party may terminate for material breach not cured within thirty (30) days of notice. We may suspend or terminate access immediately if we reasonably believe your use poses a security, legal, or operational risk. Upon termination, your right to use the Service ends; provisions that by their nature should survive (including Sections 4, 5, 7, and 10–14) will survive.

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. The parties will attempt to resolve disputes informally first. Any unresolved dispute will be resolved by binding arbitration on an individual basis; to the extent permitted by law, each party waives any right to participate in a class or representative action. Either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

We may modify the Service or these Terms from time to time. If we make material changes, we will update the "Last updated" date and, where appropriate, provide additional notice. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

These Terms, together with any order form and our Privacy Policy, are the entire agreement between the parties regarding the Service. If any provision is held unenforceable, the remaining provisions remain in effect. We may assign these Terms in connection with a merger, acquisition, or sale of assets. Our failure to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control.

Questions about these Terms? Contact us at legal@olycor.com.