Terms & Conditions.

1.1

You represent and warrant that you are at least 18 years of age and that you are accessing and using the Website and Services solely on behalf of a business or commercial entity for business and commercial purposes, and not as a consumer for personal, family, or household purposes.

1.2

If you use the Website or submit any application on behalf of a business entity, you represent and warrant that you are an owner, officer, manager, or other authorized representative of that entity with full legal authority to bind that entity to these Terms, and that "you" includes that entity. You agree that the entity is jointly and severally responsible with you for compliance with these Terms.

1.3

Your continued use of the Website or Services following any change to these Terms constitutes acceptance of the changed Terms.

2.1

"Arbat Group" means [INSERT EXACT LEGAL ENTITY NAME OF ARBAT GROUP], a holding company, together with any entity that directly or indirectly holds an ownership, equity, or membership interest in Arbat Capital, in each case as a separate and distinct legal entity from Arbat Capital.

2.2

"Arbat Parties" means, collectively, Arbat Capital, Arbat Group, and each of their respective past, present, and future parents, subsidiaries, affiliates, members, managers, partners, shareholders, equity holders, directors, officers, employees, contractors, agents, representatives, insurers, attorneys, successors, and assigns.

2.3

"Funding Sources" means the third-party funders, financing partners, syndicators, and capital providers with whom Arbat Capital may transact or to whom Arbat Capital may refer or transmit applications.

2.4

"Service Providers" means the third-party vendors, processors, verification services, credit-reporting agencies, technology providers, and other persons engaged to support the Website or Services.

2.5

"Application" means any request, form, document, or information you submit through the Website seeking a merchant cash advance, working-capital product, or related Service.

3.1

The Website and Services are intended solely for businesses located, organized, and operating within the United States, and are directed only to Users within the United States.

3.2

We do not offer, solicit, market, or provide the Services to, or do business with, any person or business located or organized outside the United States. You represent and warrant that you and your business are located, organized, and operating in the United States. You may not access or use the Website or Services from outside the United States or on behalf of any non-U.S. person or business.

3.3

We make no representation that the Website or Services are appropriate or available for use outside the United States, and access from jurisdictions where the Services are unlawful is prohibited.

4.1

The Website provides general information about Arbat Capital and a means to submit an Application. The Website, the Services, and any content, estimate, calculator output, rate, term, range, or illustration are provided for informational purposes only and do not constitute an offer, commitment, promise, or guarantee to provide any merchant cash advance, financing, funding, or other product, on any terms or at all.

4.2

No estimate is binding. Any amount, factor rate, term, daily or weekly remittance, or other figure displayed by any calculator or tool is illustrative only, is not an offer, and may differ materially from any terms actually offered. Actual terms, if any, are determined solely at Arbat Capital's discretion following review and underwriting.

4.3

Any funding is governed by a separate written agreement. No merchant cash advance or funding relationship arises unless and until you and Arbat Capital (or a Funding Source) execute a separate, definitive written agreement (the "Funding Agreement"). These Terms do not create any Funding Agreement, lending relationship, or obligation to fund. In the event of any conflict between these Terms and an executed Funding Agreement, the Funding Agreement controls as to its subject matter.

4.4

Discretion to decline. Arbat Capital may accept, decline, condition, suspend, or discontinue any Application or Service, in whole or in part, at any time, for any reason or no reason, in its sole and absolute discretion, without liability.

5.1

To the extent Arbat Capital offers merchant cash advances, such a transaction is, and is intended by the parties to be, a purchase of a specified amount of a business's future receivables at a discount, and is not a loan or the extension of credit. Any Funding Agreement will set forth the complete and controlling terms of any such transaction.

5.2

Nothing on the Website is intended to be, and nothing shall be construed as, the charging of interest or any usurious or unlawful rate.

6.1

Nothing on the Website or in the Services constitutes legal, tax, accounting, financial, investment, or other professional advice. Content is general and informational. You should consult your own qualified advisors before making any financial decision. You are solely responsible for evaluating the suitability of any product for your business.

7.1

Accuracy. You represent and warrant that all information you submit through the Website is true, accurate, current, and complete, and that you will promptly update it as needed. Submitting false, misleading, or fraudulent information is prohibited and may result in denial, termination, and referral to authorities.

7.2

Authorizations. By submitting an Application, you authorize Arbat Capital and its Funding Sources and Service Providers to obtain and use business and personal consumer reports and other information, and to verify the information you provide, including bank, financial, and revenue information, all as further described in our Privacy Policy and the consents you provide at submission.

7.3

No obligation to retain. We are under no obligation to retain, store, return, or act upon any Application or information submitted, except as required by applicable law or our Privacy Policy.

This Section is a material inducement to Arbat Capital providing the Website and Services and shall be construed broadly to give maximum protection to Arbat Group and the other Arbat Parties.

8.1

Independent entity. Arbat Capital is an independent Delaware limited liability company that is solely and exclusively responsible for its own business, operations, decisions, products, Services, conduct, acts, and omissions. Arbat Capital alone offers, underwrites, decides, funds (or arranges funding for), and services its products.

8.2

Arbat Group is a holding company only. Arbat Group is a separate and distinct legal entity that functions solely as a holding company and, to the extent applicable, as a holder of an ownership or equity interest in Arbat Capital. Arbat Group does not operate, manage, control the day-to-day affairs of, market, underwrite, decide, fund, service, or otherwise participate in Arbat Capital's business, the Website, the Services, or any Application or transaction. Arbat Group is not a party to these Terms, to any Application, or to any Funding Agreement, and provides no product or Service to you.

8.3

No backing or guarantee. Arbat Group does not guarantee, back, insure, assume, or stand behind any obligation, representation, act, or omission of Arbat Capital, and nothing on the Website or in the Services shall be construed as any such guarantee or assumption. You acknowledge that you are not relying, and may not rely, on Arbat Group or any Arbat Party (other than Arbat Capital as expressly set out in a signed Funding Agreement) for any product, Service, performance, payment, or obligation.

8.4

No agency, partnership, or joint venture. Nothing creates, and you shall not assert, any agency, partnership, joint venture, alter-ego, single-enterprise, instrumentality, employment, or fiduciary relationship between you and Arbat Group, or between Arbat Group and Arbat Capital, that would impose liability on Arbat Group for the acts or obligations of Arbat Capital.

8.5

Corporate separateness; no veil-piercing. You acknowledge and agree that Arbat Capital and Arbat Group observe and maintain separate corporate existences, and you irrevocably waive, and covenant not to assert, any claim or theory (including alter-ego, piercing or reverse-piercing the corporate or company veil, successor liability, single business enterprise, or substantive consolidation) seeking to hold Arbat Group or any other Arbat Party liable for any act, omission, debt, obligation, or liability of Arbat Capital.

8.6

Release of Arbat Group and Arbat Parties. To the fullest extent permitted by law, you irrevocably and unconditionally release, waive, and forever discharge Arbat Group and each other Arbat Party (other than Arbat Capital) from any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses of every kind, whether known or unknown, arising out of or relating in any way to the Website, the Services, any Application, any Funding Agreement, or your relationship or dealings with Arbat Capital.

8.7

Covenant not to sue. You covenant and agree not to commence, join, maintain, or assist any claim, suit, arbitration, or proceeding of any kind against Arbat Group or any other Arbat Party (other than Arbat Capital) arising out of or relating to the Website, the Services, any Application, or any Funding Agreement. This covenant may be pleaded as a complete bar and defense to any such proceeding.

8.8

Liability limited to Arbat Capital. Any liability that may arise in connection with the Website, the Services, an Application, or a Funding Agreement shall be the sole and exclusive responsibility of Arbat Capital, subject to the disclaimers and limitations in these Terms, and shall not extend to Arbat Group or any other Arbat Party.

8.9

Intended third-party beneficiaries. Arbat Group and each other Arbat Party are intended third-party beneficiaries of this Section and of Sections 15 (Disclaimer of Warranties), 16 (Limitation of Liability), 17 (Indemnification), 19 (Dispute Resolution), and 21 (Limitation Period), and each is entitled to enforce those provisions directly against you as if a party to these Terms.

9.1

Arbat Capital may share your Application and information with Funding Sources and Service Providers to evaluate, underwrite, process, and service products, as described in our Privacy Policy and your consents. Funding Sources and Service Providers are independent third parties. Arbat Capital is not responsible or liable for the acts, omissions, products, services, terms, decisions, or conduct of any Funding Source, Service Provider, or other third party, and your dealings with any third party are solely between you and that third party.

9.2

The Website may contain links to third-party websites or resources. We do not control and are not responsible for them, and inclusion of a link does not imply endorsement.

10.1

You consent to transact electronically and to receive all disclosures, notices, agreements, statements, and other communications from us electronically, by email, through the Website, or by other electronic means. You agree that your electronic acceptance, click, or signature has the same legal effect as a handwritten signature and satisfies any requirement that a communication be in writing, under the federal E-SIGN Act and applicable state law (including UETA).

10.2

You may withdraw consent to receive communications electronically by contacting us as set out in Section 28; however, doing so may prevent your use of the Website and Services.

11.1

To the extent you provide a telephone number and separately consent, you agree we and our authorized representatives may contact you at that number, including by automatic telephone dialing system, prerecorded or artificial voice, and SMS/text message, regarding your Application and our products and services. Such consent, where given, is not a condition of any product or Service. Message and data rates may apply, and message frequency may vary. You may opt out of text messages by replying STOP, and obtain help by replying HELP. Standard contact for ordinary servicing and transactional purposes is governed by applicable law.

12.1

Your submission and our handling of information are governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Website or Services, you consent to our collection, use, and disclosure of information as described there.

13.1

The Website and all content, design, text, graphics, logos, the Arbat Capital name and seal, marks, software, and other materials are owned by or licensed to Arbat Capital and are protected by intellectual-property laws. All rights not expressly granted are reserved.

13.2

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Website for your internal business purpose of evaluating and applying for our Services. You may not copy, reproduce, modify, distribute, sell, frame, scrape, data-mine, reverse engineer, or create derivative works from the Website or its content without our prior written consent.

13.3

"Arbat Capital," the Arbat Capital seal, and related marks are trademarks of Arbat Capital. You may not use them without our prior written permission.

14.1

You agree not to: (a) use the Website or Services for any unlawful, fraudulent, or unauthorized purpose; (b) submit false, misleading, or another person's information without authorization; (c) violate any applicable law or third-party right; (d) interfere with, disrupt, probe, or attempt to gain unauthorized access to the Website, its systems, or other users' data; (e) introduce malware or harmful code; (f) use any bot, scraper, or automated means to access or collect data; (g) circumvent security or access controls; or (h) use the Website or Services in any manner that could damage, disable, overburden, or impair them.

15.1

THE WEBSITE, THE SERVICES, AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, THE ARBAT PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

15.2

THE ARBAT PARTIES DO NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED. ANY MATERIAL OBTAINED THROUGH THE WEBSITE IS ACCESSED AT YOUR OWN RISK.

15.3

Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions, the foregoing exclusions apply to the maximum extent permitted by law.

16.1

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY OF THE ARBAT PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE WEBSITE, THE SERVICES, ANY APPLICATION, OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE ARBAT PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE WEBSITE, THE SERVICES, OR THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). This limitation applies in the aggregate, not per claim.

16.3

The limitations in this Section apply to all Arbat Parties, including Arbat Group, and reflect an agreed allocation of risk and a material basis of the bargain. Some jurisdictions do not allow certain limitations; in such jurisdictions, liability is limited to the maximum extent permitted by law.

17.1

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless each of the Arbat Parties (including Arbat Group) from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Website or Services; (b) any information or Application you submit; (c) your breach of these Terms or any representation herein; (d) your violation of any law or third-party right; or (e) your business, acts, or omissions.

17.2

We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate. You may not settle any matter affecting an Arbat Party without that party's prior written consent.

18.1

You knowingly and voluntarily assume all risks arising from your use of the Website and Services and your submission of any Application, including risks relating to the accuracy of estimates, the discretionary nature of any decision, and the conduct of third parties.

19.1

Agreement to arbitrate. Except as set out below, any dispute, claim, or controversy arising out of or relating to the Website, the Services, any Application, these Terms, or the relationship between you and any Arbat Party (a "Dispute") shall be resolved exclusively by final and binding arbitration, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

19.2

Administration and rules. The arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect, before a single arbitrator. The seat and location of the arbitration shall be New Castle County, Delaware [or such other location as Arbat Capital may designate], and the proceeding will be conducted in English.

19.3

Class-action and representative waiver. You and Arbat Capital agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of class or representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim shall proceed in court, but the remainder of this Section continues to apply.

19.4

Jury-trial waiver. To the fullest extent permitted by law, you and each Arbat Party waive any right to a trial by jury in any Dispute.

19.5

Exceptions. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information.

19.6

Arbitrator authority; severability of this Section. The arbitrator has exclusive authority to resolve any Dispute, including the scope, enforceability, and arbitrability of this Section, except that disputes about the class-action waiver shall be decided by a court. If any part of this Section (other than the class-action waiver) is found unenforceable, it shall be severed and the remainder enforced.

20.1

These Terms and any Dispute are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and by applicable U.S. federal law.

20.2

To the extent any Dispute is not subject to arbitration, you and each Arbat Party consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, and waive any objection to such venue, including forum non conveniens.

21.1

To the fullest extent permitted by law, any Dispute must be commenced within one (1) year after the claim arose; otherwise it is permanently barred. This shortened period applies for the benefit of all Arbat Parties.

22.1

No Arbat Party is liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, labor disputes, governmental action, utility or telecommunications failures, internet or hosting outages, cyberattacks, or third-party failures.

23.1

We may modify these Terms at any time by posting the revised Terms on the Website and updating the "Last Updated" date. Material changes are effective upon posting unless otherwise stated. Your continued use of the Website or Services after changes are posted constitutes acceptance. If you do not agree to the revised Terms, you must stop using the Website and Services.

24.1

We may suspend, restrict, or terminate your access to the Website or Services at any time, with or without notice or cause, in our sole discretion, without liability. Sections that by their nature should survive termination (including Sections 8, 13, 15–21, and 25–27) survive.

25.1

Except for the Arbat Parties, who are intended third-party beneficiaries entitled to enforce the provisions identified in Section 8.9 and any other provision expressly for their benefit, these Terms do not create any third-party beneficiary rights.

26.1

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent, and any attempted assignment in violation of this Section is void. We may freely assign or transfer these Terms, in whole or in part, without restriction or notice. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

27.1

Entire Agreement. These Terms, together with the Privacy Policy and any consents you provide, constitute the entire agreement between you and Arbat Capital regarding the Website and Services and supersede all prior understandings, except that any executed Funding Agreement controls as to its subject matter.

27.2

Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remaining provisions remain in full force.

27.3

No Waiver. No failure or delay in exercising any right is a waiver, and no waiver is effective unless in a signed writing.

27.4

Interpretation. "Including" means "including without limitation." Headings are for convenience only. These Terms shall not be construed against the drafter.

27.5

Relationship. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between you and any Arbat Party.

27.6

Export and Sanctions. You represent that you are not located in, and are not a person subject to, any U.S. sanctions or embargo, and you will comply with all applicable U.S. export-control and sanctions laws.

Questions about these Terms may be directed to:

By accessing or using the Website or Services, or by accepting these Terms, you acknowledge that you have read and understood these Terms, including the arbitration provision, class-action and jury-trial waivers, disclaimers, limitations of liability, the shortened limitation period, and the provisions protecting Arbat Group and the other Arbat Parties, and you agree to be bound by them.