Terms of Service

Agreement to be bound

These Terms of Service ("Terms") constitute a legally binding agreement between you and Rhofin Inc., a Delaware corporation ("Rhofin," "we," "us," or "our"), governing your access to and use of the Rhofin website located at rhofin.com (the "Website") and any associated services or platform access we make available (collectively, the "Services").

By accessing or using our Website, submitting a preliminary enquiry, or otherwise engaging with our Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms in their entirety, you must not access or use our Website or Services.

Where you access the Website or Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and references to "you" in these Terms shall refer to that entity. If you do not have such authority, you must not accept these Terms or use the Services on behalf of that entity.

Who may use our Services

The Rhofin platform is designed and intended exclusively for use by business and professional users, including but not limited to business shippers and importers, logistics providers, banks, trade finance institutions, corporate treasury functions, licensed financial intermediaries, and their authorised representatives acting in a commercial capacity. Our Services are not directed at or intended for use by private individuals acting in a consumer capacity.

To access or use our Services, you must:

• Be at least 18 years of age, or the age of legal majority in your jurisdiction if higher;
• Have the legal capacity to enter into a binding contract under the laws of your jurisdiction;
• Be acting in a professional or institutional capacity and not as a private consumer;
• Not be prohibited from receiving or using our Services under applicable law, including sanctions regulations administered by OFAC, the UK OFSI, or the EU;
• Not be located in, or acting on behalf of any person or entity located in, a jurisdiction subject to comprehensive sanctions by the United States, United Kingdom, or European Union.

Rhofin reserves the right to refuse access to the Website or Services to any person or entity at our sole discretion, including where we have reason to believe the eligibility requirements above are not met.

What Rhofin provides

Rhofin offers commercial inventory financing and receivables purchases to eligible business entities for business purposes, together with the platform through which they are arranged and administered. Inventory finance is a secured commercial loan against an approved ocean shipment, secured on the financed cargo and its identifiable proceeds. Receivables finance is an outright purchase of an eligible invoice after delivery under a Master Receivables Purchase Agreement. Availability varies by state, and no transaction is offered unless Rhofin has confirmed that it may lawfully offer the relevant product in that state.

During Rhofin's current limited-release phase, inventory financing may be provided directly by Rhofin Inc. from its own balance sheet. Rhofin Inc. is a nonbank commercial finance company and is not a bank. The legal lender applicable to each transaction is identified in the definitive financing documents.

Rhofin may subsequently introduce a structure under which financing is originated by a partner bank and acquired by a special-purpose vehicle or another funding entity. No such structure applies to a transaction unless the relevant parties are identified in the definitive documents and required notices.

Receivables are purchased by the purchaser identified in the applicable Master Receivables Purchase Agreement and purchase confirmation.

The platform is operating on a limited-release basis. Rhofin may limit the number, size, timing, and location of transactions it accepts based on funding capacity, eligibility criteria, and applicable law. Submission of an enquiry does not guarantee that financing or a receivables purchase will be available.

These Terms govern the public Website only. Nothing on the Website is an offer or commitment to extend financing or purchase a receivable, and submitting a form through it is a preliminary enquiry rather than an application. Access to the authenticated platform, and any financing or receivables purchase itself, is governed by separate agreements, including applicable Data Processing Agreements, platform terms and the definitive transaction documents, which are presented to you before you commit. Where those documents and these Terms differ, those documents govern.

These Terms govern the public Website and do not amend, supersede or vary any financing agreement, security agreement, receivables-purchase agreement, partner agreement, platform agreement, disclosure or other definitive transaction document. Where a definitive document applies, its own terms and precedence provisions govern.

We reserve the right to modify, suspend, or discontinue the Website or any aspect of the Services at any time, with or without notice, and without liability to you.

Limited release and preliminary enquiries

The Rhofin platform is operating on a limited-release basis. Rhofin may limit the number, size, timing, location and type of transactions it accepts based on eligibility criteria, funding capacity, operational capacity and applicable law.

Submission of a preliminary enquiry:

• is not a credit application;
• is not an offer or commitment to provide financing;
• does not guarantee access to the platform;
• does not guarantee approval or funding; and
• does not create an obligation for Rhofin or any other lender or purchaser.

If an enquiry may qualify, the applicant may be invited to complete onboarding and the applicable application process. Each transaction remains subject to verification, approval, required disclosures, definitive documentation, funding availability and applicable law.

How you may and may not use our Services

You agree to use the Website and Services only for lawful purposes and in a manner consistent with these Terms. You must not use our Website or Services:

• In any way that violates applicable local, national, or international law or regulation, including financial crime legislation;
• To transmit unsolicited commercial communications or spam;
• To engage in any fraudulent, deceptive, or misleading conduct;
• To impersonate any person or entity or misrepresent your affiliation with any person or entity;
• To attempt to gain unauthorised access to any part of the Website, our servers, or any connected systems or networks;
• To introduce viruses, trojans, worms, logic bombs, or other malicious or technologically harmful material;
• To scrape, harvest, or otherwise collect data from the Website without our express written consent;
• To disassemble, decompile, reverse engineer, or otherwise attempt to derive the source code of any software forming part of the Services;
• To use the Services in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party's use of the Services;
• To use any automated tools, bots, or scrapers to access the Website or Services without our prior written consent.

Rhofin reserves the right to investigate suspected violations of these Terms and to take any action we deem appropriate in response, including suspending or terminating your access to the Website, reporting conduct to law enforcement authorities, and pursuing available legal remedies.

Ownership of content and technology

All content on the Website and within the Services — including text, graphics, logos, product names, software, data, algorithms, designs, and compilations — is the exclusive property of Rhofin Inc. or its licensors and is protected by applicable intellectual property law, including US copyright law, the UK Copyright, Designs and Patents Act 1988, EU Directive 2001/29/EC on copyright in the information society, and equivalent international protections.

Rhofin grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website for the purposes set out in these Terms. This licence does not include the right to:

• Reproduce, copy, distribute, publish, or commercially exploit any content on the Website;
• Modify, adapt, or create derivative works based on any Rhofin content or technology;
• Sub-license or transfer any rights granted under this licence to any third party;
• Remove or alter any copyright, trademark, or proprietary notices on the Website or any materials.

Nothing in these Terms transfers any intellectual property rights to you. The Rhofin name, logo, and associated product names are trademarks of Rhofin Inc. You may not use any Rhofin trademark, trade name, or logo without our prior written consent.

If you provide us with any feedback, suggestions, ideas, or proposals relating to the Website or the Rhofin platform ("Feedback"), you grant Rhofin a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and exploit that Feedback for any purpose, without obligation to you.

Treatment of confidential information

In the course of engaging with Rhofin — including during onboarding, demonstrations, or other communications — each party may disclose or receive non-public, proprietary, or confidential information ("Confidential Information"). Confidential Information includes, without limitation, technical specifications, product roadmaps, pricing structures, business strategies, and customer or partner information.

You agree to:

• Hold all Confidential Information received from Rhofin in strict confidence;
• Use Rhofin Confidential Information solely for the purpose of evaluating a potential relationship with Rhofin;
• Not disclose Rhofin Confidential Information to any third party without our prior written consent;
• Apply at least the same degree of care to protect Rhofin Confidential Information as you apply to your own confidential information of similar sensitivity, and in any event no less than reasonable care.

These obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known to you prior to disclosure by Rhofin; (c) is rightfully received by you from a third party without restriction; or (d) is required to be disclosed by applicable law, court order, or regulatory authority, provided that you give Rhofin reasonable prior written notice and cooperate with any effort to seek a protective order.

Where a separate non-disclosure agreement (NDA) has been executed between you and Rhofin, the terms of that NDA shall govern to the extent of any inconsistency with this section.

External services and linked websites

The Website may contain links to third-party websites, services, or resources that are not owned or controlled by Rhofin. We provide these links for convenience only and do not endorse, and have no responsibility or liability for, the content, privacy practices, or terms of any third-party website or service.

We encourage you to review the terms of service and privacy policies of any third-party websites or services you visit. Your interactions with third-party websites and services are governed solely by their terms and policies, not by these Terms.

The Services may be supported by third-party technology providers, including cloud infrastructure, email delivery, and security monitoring services. Rhofin is responsible for ensuring these providers process your data in accordance with applicable law, as described in our Privacy Policy. However, Rhofin does not accept liability for any failure, interruption, or security breach attributable to third-party infrastructure providers, except to the extent required by applicable law.

Website provided on an as-is basis

To the fullest extent permitted by applicable law, the Website and all content, materials, and Services provided through it are made available on an "as is" and "as available" basis, without any warranty of any kind, express or implied.

Rhofin expressly disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• Any warranty that the Website will be uninterrupted, error-free, secure, or free from viruses or other harmful components;
• Any warranty as to the accuracy, completeness, currency, or reliability of any content or information on the Website;
• Any warranty that defects will be corrected or that the Website or its servers are free from harmful components.

Limits on our responsibility to you

To the fullest extent permitted by applicable law, Rhofin, its officers, directors, employees, agents, licensors, and service providers shall not be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to:

• Loss of profits, revenue, or anticipated savings;
• Loss of business, contracts, or commercial opportunities;
• Loss of data or corruption of data;
• Loss of goodwill or reputational harm;
• Any indirect or consequential losses arising from your use of or inability to use the Website or Services;
• Any losses arising from reliance on content, information, or materials on the Website.

In any event, Rhofin's total aggregate liability to you arising out of or in connection with these Terms or your use of the Website or Services — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the greater of: (a) the total amounts paid by you to Rhofin in the twelve months preceding the claim; or (b) one hundred US dollars (USD 100).

Your responsibility for losses you cause

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Rhofin Inc. and its officers, directors, employees, agents, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of any provision of these Terms;
• Your use of the Website or Services in a manner not authorised by these Terms;
• Any content you submit, transmit, or make available through the Website;
• Your violation of any applicable law, regulation, or third-party right, including intellectual property rights; or
• Any misrepresentation you make to Rhofin or any third party.

Rhofin reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate fully with Rhofin in asserting any available defences.

This indemnification obligation does not apply to the extent that a claim arises from Rhofin's own negligence, fraud, or wilful misconduct.

Which law governs and how disputes are resolved

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law rules.

Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services shall first be subject to good-faith negotiation. If unresolved within 30 days of written notice of the dispute, such dispute shall be submitted to binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with arbitration to take place in Wilmington, Delaware. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

You agree to resolve disputes with Rhofin on an individual basis only, and not as part of any class, collective, or representative action ("Class Action Waiver"). You waive your right to participate in a class action with respect to any claim covered by this arbitration agreement.

Nothing in this arbitration provision prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute.

Changes to these Terms and suspension of access

Rhofin reserves the right to amend, modify, or replace these Terms at any time. Where we make material changes to these Terms, we will provide notice by posting the updated Terms on this page with a revised effective date, and — where we hold your contact details — by sending you notification by email. We will endeavour to provide at least 14 days' advance notice of material changes.

Your continued use of the Website or Services following the effective date of any amendment constitutes your acceptance of the revised Terms. If you do not accept the revised Terms, you must cease using the Website and Services and notify us accordingly.

Rhofin may, in its sole discretion and without notice, suspend or terminate your access to the Website or Services at any time, including where we have reason to believe you have breached these Terms, for technical or maintenance reasons, or where required by applicable law. Termination shall not affect any accrued rights or obligations of either party as at the date of termination.

The following sections shall survive termination of these Terms: Section 6 (Intellectual Property), Section 7 (Confidentiality), Section 9 (Disclaimers), Section 10 (Limitation of Liability), Section 11 (Indemnification), and Section 12 (Governing Law and Dispute Resolution).

Miscellaneous legal terms

Text-message programme

Rhofin operates a text-message (SMS) programme limited to transactional and customer-care messages only — for example, application status updates, onboarding milestones, funding event notifications, and replies to support enquiries. We do not send marketing or promotional SMS. By providing your mobile phone number and giving explicit consent inside the authenticated Rhofin portal at app.rhofin.com, you agree to receive SMS as described in our Privacy Policy — SMS Communications. Phone numbers are never required and consent is never bundled with sign-up or with acceptance of these Terms.

Questions about these Terms

If you have any questions about these Terms of Service, wish to report a potential violation, or require any clarification, please contact us using the details below. We will respond to all enquiries promptly.