Satelight Labs Inc. (dba Emerge)

Satelight Labs Inc. dba Emerge (“Emerge”, “we”, “us”, “our”) operates the websites withemerge.com (the “website”) and any subdomains associated with them, as well as the Emerge application at app.withemerge.com (the “app”). These terms of service apply to all users of the website or the app, including users who upload or download materials, use services, or view content available through the website or app.

This document outlines the terms by which you may use our online services, website, software, tools, and documentation (including application programming interfaces or “APIs”) provided in connection with the service (collectively, the “Service”). From time to time, we may provide a more detailed description of the Service through published software libraries, APIs, and additional resources available on our website.

By accessing or using the Service, submitting information to us via any email under the domains withemerge.com, and any subdomains, or by clicking a button or checking a box marked “I Agree” (or its equivalent), you signify that you have read, understood, and agree to be bound by these Terms of Service (this “Agreement”) and consent to the collection and use of your information as set forth in our Privacy Policy, whether or not you are a registered user of our Service. As further set forth below, the Privacy Policy is hereby incorporated by reference into this Agreement, and by agreeing to this Agreement, you agree to the Privacy Policy. Satelight Labs Inc. dba Emerge reserves the right to modify this Agreement and will provide notice of these changes as described below. This Agreement applies to all visitors, users, and others who access the Service (each a “User”). If you are entering this Agreement on behalf of your employer or other company, you represent, warrant, and covenant that you have the authority to bind such employer or company to this Agreement.

Please read this Agreement carefully to ensure that you understand each provision. This Agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1. Our Service

‍Satelight Labs Inc. dba Emerge provides a platform that brings transparency to the debt capital markets. Emerge offers a lender recommendation engine (“the Emerge Marketplace”) that provides options and accelerates access to debt for companies. Emerge only connects companies to capital providers and does NOT provide capital itself, nor does it manage or underwrite the risk associated with funding a loan. Emerge aims to use collected data to provide actionable insights and analysis to executives, which may be used to run businesses internally and/or manage external stakeholders.

2. Eligibility

‍This is a contract between you and Satelight Labs Inc. dba Emerge. You must read and agree to these terms before using the Emerge Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with Satelight Labs Inc. dba Emerge, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. Any use or access to the Service by anyone under the age of 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by Satelight Labs Inc. dba Emerge.

3. Limited License

‍Subject to the terms and conditions of this Agreement, you are granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service, including to integrate any APIs and portions of tools into websites and applications that you operate, in each case, solely as permitted by the features of the Service and for your internal business purposes. Satelight Labs Inc. dba Emerge reserves all rights not expressly granted herein in the Service and the Emerge Content (as defined below). Satelight Labs Inc. dba Emerge may terminate this license at any time for any reason or no reason at its sole discretion.You may not use the APIs for any purpose, function, or feature not described in the API documentation, support pages, and other pages on our website (“Documentation”). We may update the API and Documentation from time to time and may add or remove functionality, in each case at our sole discretion. 4. User AccountsYour account on the Service (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and at our sole discretion. We may maintain different types of User Accounts for different Users. If you open a User Account on behalf of a company, organization, or other entity (“Entity”), then (i) “you” includes you and that Entity, and (ii) you represent and warrant that you are an authorized representative of the Entity with the authority to bind the Entity to this Agreement, and that you agree to this Agreement on the Entity’s behalf. By connecting to the Service with a third-party service, you give us permission to access and use your information from that service as permitted by that service and to store your login credentials for that service.You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower-case letters, numbers, and symbols and are at least 15 characters long) with your User Account. You must notify Satelight Labs Inc. dba Emerge immediately of any breach of security or unauthorized use of your User Account. Satelight Labs Inc. dba Emerge will not be liable for any losses caused by any unauthorized use of your User Account.You may control your User profile and how you interact with the Service by changing the settings on your settings page. By providing Satelight Labs Inc. dba Emerge your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences on your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

5. Changes to the Service

‍We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

6. Disputes with Other Users

‍You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Satelight Labs Inc. dba Emerge shall have no liability for your interactions with other Users, or for any User’s action or inaction.

7. Service Location

‍The Service is controlled and operated from facilities in the United States and Canada. Satelight Labs Inc. dba Emerge makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States or Canada, or are a foreign person or entity blocked or denied by the United States or Canadian government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States or Canada.

8. User Content

‍Some areas of the Service may allow Users to submit, post, display, provide, or otherwise make available content such as pitch presentations, business and financial models, and other technical or business content or information to Satelight Labs Inc. dba Emerge (any such materials a User submits, posts, displays, provides, or otherwise makes available to Satelight Labs Inc. dba Emerge on the Service is referred to as “User Content”) and/or to other Users by allowing messaging and sharing of information, such as your profile information. Where we have made settings available, we will honor your choices about who can see User Content.

As between you and Satelight Labs Inc. dba Emerge, you retain all rights, title, and interest in and to the User Content, including any Intellectual Property rights therein, in the form submitted, posted, displayed, provided, or otherwise made available on the Service. However, you understand that certain portions of the Service may allow other Users to view, edit, share, and/or otherwise interact with your User Content in accordance with your settings and this Agreement. By selecting to share information, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and this Agreement. Satelight Labs Inc. dba Emerge has the right (but not the obligation) at its sole discretion to remove any User Content that is shared via the Service.By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Service, you represent and warrant that you have all rights necessary to grant all rights and licenses in such User Content and you hereby do expressly grant to Satelight Labs Inc. dba Emerge and its subcontractors and service providers.