Effective Date: August 1, 2025
These Terms & Conditions (“Terms”) govern all services provided by Arbitrage Business and Loan LLC (“Company,” “we,” “our,” “us”) in connection with the evaluation, structuring, monetization, and/or management of debt instruments, equity securities, accounts receivable, or other qualifying assets through the use of Special Purpose Vehicles (“SPVs”) or other financing arrangements. By engaging our services, the Client (“you,” “your,” “Counterparty”) acknowledges and agrees to these Terms in full.
You represent and warrant that you are a Qualified Institutional Buyer as defined under Rule 144A of the Securities Act of 1933, or an Accredited Investor as defined under Rule 501 of Regulation D; that you are a natural person, legal entity, or trust with full legal capacity and authority to enter into these Terms; and that you are the lawful owner or authorized representative of the asset(s) to be monetized, free from undisclosed liens, encumbrances, or claims. You agree to provide complete, accurate, and current documentation, and acknowledge that any misrepresentation constitutes a material breach.
All transactions contemplated herein are private, negotiated transactions and do not constitute a public offering of securities. The Company does not act as a broker-dealer, investment adviser, or underwriter, and no aspect of our services constitutes a solicitation for public investment.
Subject to the terms herein, the Company may conduct due diligence on proposed assets; structure and establish SPVs for asset holding and financing; facilitate introductions to third-party funding sources or trade platforms; and provide ongoing SPV administration and compliance reporting. No service guarantees funding, monetization, or specific return outcomes.
You acknowledge that all transactions involve risk, including market, counterparty, and liquidity risks; that funding sources and trade platforms are independent third parties over which the Company has no control; that past performance is not indicative of future results; and that loss of principal is possible.
Our service fees are defined in a separate written Engagement Agreement signed before the commencement of any transaction. Unless otherwise stated in writing, all fees paid to the Company are non-refundable.
Both parties shall treat all non-public information as confidential and shall not disclose such information except as required by law, regulation, or court order, or to professional advisors under similar confidentiality obligations. Confidentiality obligations survive termination of services indefinitely.
You agree to fully cooperate with the Company’s compliance procedures, including but not limited to identity verification, source-of-funds validation, and enhanced due diligence for high-risk jurisdictions. Failure to comply will result in immediate termination without liability.
To the fullest extent permitted by law, our liability is limited to the amount of fees paid to the Company for the specific transaction giving rise to the claim. The Company is not liable for indirect, consequential, punitive, or special damages.
You agree to indemnify, defend, and hold harmless the Company, its officers, employees, and affiliates from and against all claims, liabilities, damages, losses, and expenses arising out of breach of these Terms, misrepresentation of ownership or authority over assets, or regulatory or legal actions resulting from your conduct or assets.
These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee. Venue shall be in Shelby County, Tennessee. Any dispute shall be resolved through binding arbitration under the rules of the American Arbitration Association.
These Terms, together with the executed Engagement Agreement, constitute the full understanding between the parties. No oral representations or modifications are binding unless in writing and signed by both parties.