Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using the Direct Credit website (the "Site"), mobile application, APIs, or any of our lending products and services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. This Agreement constitutes a legally binding contract between you and Direct Credit, a California corporation ("Direct Credit," "Company," "we," "our," or "us").

These Terms incorporate by reference our Privacy Policy, Cookie Policy, and any additional terms referenced herein.

2. Description of Services

Direct Credit provides business financing solutions including:

• Business Lines of Credit: Revolving credit facilities with flexible draw and repayment options
• Term Loans: Fixed-term financing with scheduled principal and interest payments
• Equipment Financing: Loans and leases for business equipment acquisition
• Commercial Real Estate Loans: Financing for purchase, refinance, or renovation of commercial properties
• SBA Loans: Small Business Administration guaranteed lending programs
• Working Capital Solutions: Short-term financing to meet operational needs

Our Services are designed exclusively for commercial and business purposes.

3. Eligibility Requirements

3.1 Personal Eligibility

• Be at least 18 years of age
• Be a United States citizen, permanent resident, or authorized to conduct business in the United States
• Have the legal authority and capacity to enter into binding contracts

3.2 Business Eligibility

• Operate a bona fide business legally registered in the United States
• Have been in active operation for a minimum period (typically 6–24 months, depending on product type)
• Meet minimum annual revenue requirements
• Maintain a business bank account in the business's legal name
• Not operate in a prohibited industry

4. Account Registration and Security

To access certain features, you may need to create an account. You agree to provide accurate information, maintain its accuracy, and keep your credentials secure. You are solely responsible for all activities under your account.

We reserve the right to suspend or terminate your account if we suspect unauthorized use or a security breach.

5. Application Process and Credit Evaluation

Submitting an application constitutes a request for financing, not a guarantee of approval. By submitting, you authorize us to obtain credit reports, verify application information, and acknowledge that credit inquiries may affect your credit score.

5.1 Underwriting and Approval

All applications are subject to our underwriting criteria based on credit history, financial performance, time in business, collateral availability, and overall creditworthiness.

5.2 Adverse Action

If your application is denied based on credit report information, we will provide an adverse action notice as required by the FCRA and ECOA.

6. Loan Terms and Documentation

If approved, you will execute separate Loan Documents including a Promissory Note, Security Agreement, Personal or Corporate Guaranty, Collateral documents, and ACH Authorization. In the event of any conflict between these Terms and the Loan Documents, the Loan Documents shall control.

7. Fees, Charges, and Payment Terms

All fees will be disclosed in your Loan Documents. Common fees include origination fees, documentation fees, appraisal fees, late payment fees, returned payment fees, and prepayment penalties.

7.1 Default and Collections

Failure to make timely payments may result in default, including acceleration of the outstanding balance, enforcement of guaranties, repossession or foreclosure on collateral, credit bureau reporting, and referral to collection agencies.

8. User Representations and Warranties

By using our Services, you represent and warrant that:

• All information you provide is accurate, complete, and current
• You have the legal capacity and authority to enter into this Agreement
• The funds obtained will be used solely for lawful business purposes
• You are not engaged in money laundering, terrorist financing, or other prohibited activities
• Any financial statements or documents provided are true and accurate

9. Prohibited Activities

You agree not to:

• Provide false, misleading, or fraudulent information in any application, document, or communication
• Use the Services for any illegal, unauthorized, or prohibited purpose
• Attempt to access unauthorized accounts, systems, or data belonging to Direct Credit or other users
• Use automated systems, bots, scrapers, crawlers, or similar technologies to access, collect data from, or interact with our Services without prior written authorization
• Impersonate another person, entity, or Direct Credit employee or representative
• Engage in loan stacking (obtaining multiple undisclosed loans simultaneously)
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of any part of our Services
• Circumvent, disable, or interfere with any security, authentication, or access control features of the Services
• Introduce viruses, malware, Trojan horses, worms, or other malicious code into our systems
• Use the Services in connection with money laundering, terrorist financing, sanctions evasion, or other financial crimes
• Sublicense, resell, rent, lease, or otherwise distribute access to the Services to any third party
• Use loan proceeds for personal, family, or household purposes (our Services are exclusively for business use)
• Engage in any activity that could damage, disable, overburden, or impair our servers or networks
• Harvest, scrape, or collect personal information of other users of the Services

10. Intellectual Property Rights

The Services and all content are owned by Direct Credit or our licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your internal business purposes.

11. Third-Party Services and Links

We have no control over and assume no responsibility for third-party websites or services. We strongly advise you to read their terms and privacy policies.

12. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, DIRECT CREDIT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIRECT CREDIT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES. OUR TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF FEES PAID IN THE PRECEDING 12 MONTHS OR $100.00.

14. Indemnification

You agree to defend, indemnify, and hold harmless Direct Credit and its affiliates from any claims arising out of your use of the Services, violation of these Terms, infringement of third-party rights, or default on any financial obligation owed to Direct Credit.

15. Dispute Resolution and Arbitration

15.1 Informal Resolution

Before initiating any formal dispute process, you agree to first contact Direct Credit to attempt informal resolution within 30 days.

15.2 Binding Arbitration

Disputes shall be resolved by binding arbitration in accordance with AAA Commercial Arbitration Rules, conducted by a single arbitrator in San Francisco, California.

15.3 Class Action Waiver

IMPORTANT: YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN US AND YOU INDIVIDUALLY. THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS.

16. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of California. You agree to submit to the exclusive personal jurisdiction of courts in San Francisco County, California.

17. Modifications to Terms

We reserve the right to modify these Terms at any time. For material changes, we will provide email notification, prominent website notice, or in-app notification. Your continued use constitutes acceptance.

18. Termination

We may terminate or suspend your access immediately for breach of Terms, fraudulent conduct, law enforcement requests, or technical issues. You may terminate your account by contacting info@bairdaugustine.com, though this does not relieve existing payment obligations.

19. Electronic Communications and Signatures

You consent to receive electronic communications from us. Your electronic signature or acceptance (clicking "I agree") has the same legal effect as a manually signed signature under the E-SIGN Act.

20. Regulatory Compliance

Direct Credit is committed to compliance with all applicable laws including TILA, ECOA, FCRA, GLBA, Bank Secrecy Act, USA PATRIOT Act, state usury laws, and CCPA.

21. Assignment

You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without the prior written consent of Direct Credit. Direct Credit may assign these Terms, in whole or in part, without restriction. Any attempted assignment 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 successors and permitted assigns.

22. Relationship of the Parties

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and Direct Credit. Neither party has the authority to bind the other or to incur obligations on the other's behalf. Direct Credit acts solely as a lending marketplace or direct lender, not as your financial advisor, fiduciary, or agent.

23. Anti-Money Laundering and Sanctions Compliance

Direct Credit maintains a comprehensive Anti-Money Laundering ("AML") and Know Your Customer ("KYC") compliance program in accordance with the Bank Secrecy Act ("BSA"), the USA PATRIOT Act, and regulations issued by the Financial Crimes Enforcement Network ("FinCEN").

23.1 Customer Due Diligence

You agree to:

• Provide accurate identification and beneficial ownership information as required under the Customer Due Diligence Rule (31 CFR § 1010.230)
• Promptly notify us of any changes to beneficial ownership exceeding 25%
• Cooperate with enhanced due diligence procedures when requested
• Consent to screening against OFAC's Specially Designated Nationals and Blocked Persons List ("SDN List"), Sectoral Sanctions Identifications List, and other applicable sanctions lists

23.2 Suspicious Activity Reporting

We are required by law to file Suspicious Activity Reports ("SARs") with FinCEN and may not disclose the existence of such filings to you. We reserve the right to refuse, delay, or reverse transactions and to freeze or close accounts when required by law or when suspicious activity is detected.

23.3 Currency Transaction Reporting

We are required to file Currency Transaction Reports ("CTRs") for transactions exceeding $10,000. Structuring transactions to avoid reporting thresholds is a federal crime (31 U.S.C. § 5324).

24. Automated Decision-Making

Direct Credit uses automated systems, algorithms, and statistical models as part of our credit evaluation and underwriting processes. These automated tools may influence decisions regarding your loan application, including:

• Pre-qualification assessments and risk scoring
• Credit limit determinations and interest rate assignments
• Fraud detection and identity verification
• Lender matching and product recommendations

No final lending decision is made solely by automated means without human review. You have the right to:

• Request information about the logic involved in automated decision-making
• Request human review of any automated decision that significantly affects you
• Contest automated decisions and provide additional information for reconsideration
• Opt out of certain automated profiling activities (subject to regulatory requirements)

25. Export Controls and Sanctions

You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that you are not listed on any U.S. government restricted party list, including the OFAC SDN List, the Commerce Department's Entity List, or the State Department's Debarred List.

You agree not to use the Services in violation of any U.S. export control or sanctions laws, including the Export Administration Regulations ("EAR") and the International Traffic in Arms Regulations ("ITAR").

26. Notices

All notices and communications from Direct Credit to you will be delivered by one or more of the following methods:

• Email: To the email address associated with your account
• In-App Notification: Through your account dashboard
• Website Posting: By posting on our website
• U.S. Mail: To the mailing address associated with your account (for legal and regulatory notices)

Notices from you to Direct Credit must be sent to info@bairdaugustine.com or by certified mail to our Legal Department at 18740 Favre Ridge Road, Los Gatos, CA 95033. Notices are deemed received: (a) if by email, upon transmission; (b) if posted on our website, upon posting; (c) if by U.S. mail, three (3) business days after mailing.

You are responsible for ensuring your contact information is current. Failure to maintain accurate contact information does not excuse any failure to receive notices.

27. User Content and Feedback

If you submit any ideas, suggestions, feedback, or other materials ("User Content") to Direct Credit, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, modify, reproduce, and distribute such User Content for any purpose without compensation or attribution.

You represent that you have the right to submit any User Content and that such content does not violate the rights of any third party, including intellectual property or privacy rights.

28. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil unrest, government actions, labor disputes, internet service provider failures, power outages, cyberattacks, or failures of third-party systems or infrastructure. In the event of a force majeure event continuing for more than thirty (30) days, either party may terminate the affected Services upon written notice.

29. Waiver

The failure of Direct Credit to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by an authorized representative of Direct Credit. No single or partial exercise of any right or remedy shall preclude any further exercise of such right or remedy or the exercise of any other right or remedy.

30. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

31. Survival

The following provisions shall survive any termination or expiration of these Terms: Sections 7 (Fees and Payment), 8 (Representations and Warranties), 10 (Intellectual Property), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15 (Dispute Resolution), 16 (Governing Law), 23 (Anti-Money Laundering), 25 (Export Controls), 27 (User Content), 29 (Waiver), 30 (Severability), and this Section 31, together with any other provisions that by their nature should survive.

32. Accessibility

Direct Credit is committed to ensuring digital accessibility for individuals with disabilities. We strive to conform to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA standards. If you encounter any accessibility barriers or need assistance accessing any part of our Services, please contact our Accessibility Coordinator at info@bairdaugustine.com.

We will work with you to provide reasonable accommodations and ensure you can access our Services. Requests for accommodations will be addressed within five (5) business days.

33. Government Users

If you are a U.S. government entity or accessing our Services on behalf of one, the Services are provided as "commercial items" as defined in 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation," and are licensed to U.S. government users with only those rights granted to all other users under these Terms.

34. Entire Agreement

These Terms, together with our Privacy Policy, Cookie Policy, Security Policy, and any Loan Documents executed in connection with specific financing, constitute the entire agreement between you and Direct Credit regarding the use of our Services. These Terms supersede all prior or contemporaneous agreements, communications, or understandings, whether written or oral, relating to the subject matter hereof. No representation, promise, or agreement not expressly set forth herein shall be binding on either party.

35. Contact Information