1. Usage Limitations. Bridge may only be used by entities, companies or organizations (“Entities”) operating in the United States of America for such Entities’ business purposes, and not for any personal, family or household purpose. You are granted a non-exclusive, non-sublicensable, non-transferable, personal, limited license to use Bridge solely for your business’s use and as expressly permitted herein. All rights not expressly granted to you herein are reserved.
2. Bridge Site Credentials. You agree to keep secure and confidential any Bridge Site credentials required for you to access Bridge (including user IDs and associated passwords). You agree to ensure that your Bridge Site credentials are used solely by you or someone else who is authorized to access Bridge on the Entity’s behalf. In the event of any unauthorized use, misappropriation or other compromise of your Bridge Site credentials, you must immediately notify Citi by telephone and in writing.
3. Scope of Use. Bridge may only be used to request proposals for loans or other financial products or services (each a “Request”) from banks, credit unions, and other lending institutions (“Lenders”) that Citi may from time to time make available through Bridge and to engage with Lenders to obtain such financial products or services (“Products”). Your use of Bridge, including when you make a Request, does not guarantee that you will receive any offer for a Product from a particular Lender or from any Lender, or that any offer you receive will meet your needs or be suitable for your business.
4. Compliance with Law. You agree that you will only use Bridge in a manner that is consistent with these Terms of Use, applicable laws and regulations and any contractual rights or other obligations you have to third parties, including Lenders. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a 'terrorist supporting' country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
5. Communications. You consent to receive all communications and information from Citi regarding or relating to your use of Bridge, including notice of Lender responses to your Requests, at the email address you provided. If you do not wish to receive emails, please do not use Bridge.
6. Your Information. You agree to provide true, accurate, and current information about yourself and you agree to not misrepresent your identity, status or ownership information. You acknowledge and agree that we may use the information you provide to us on or through Bridge to enable your use of Bridge, to facilitate your engagement with Lenders, and for any other purpose to the extent not prohibited by law. You authorize us to share your information, including information that you provide in connection with a Request, with Lenders, as necessary to facilitate your engagement with Lenders. You acknowledge and agree that Citi may collect, transmit, store, and use technical and related location information of the device you use to access Bridge and any related information you provide in connection with Bridge. Our collection, use and disclosure of personal information in connection with Bridge is subject further to the general Citi Privacy Policy.
7. NO WARRANTY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(A) BY USING BRIDGE, YOU ARE PARTICIPATING IN A PILOT PROGRAM. YOUR USE OF BRIDGE AND ALL INFORMATION AND DATA OR OTHER CONTENT DELIVERED OR SUPPLIED THROUGH, INCLUDED IN, OR ACCESSIBLE FROM, BRIDGE IS AT YOUR SOLE RISK. BRIDGE IS PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. CITI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND AS TO BRIDGE, AND ALL INFORMATION AND DATA OR CONTENT DELIVERED OR SUPPLIED THROUGH, INCLUDED IN, OR ACCESSIBLE FROM, BRIDGE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. (B) CITI MAKES NO WARRANTY THAT (1) BRIDGE WILL MEET YOUR REQUIREMENTS, (2) BRIDGE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (3) THE INFORMATION AND DATA OR OTHER CONTENT DELIVERED OR SUPPLIED THROUGH, INCLUDED IN, OR ACCESSIBLE FROM, BRIDGE WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OR APPROPRIATENESS OF ANY LENDER PRODUCT VIEWED OR OBTAINED BY YOU THROUGH BRIDGE WILL MEET YOUR EXPECTATIONS, (5) ANY ERRORS IN BRIDGE WILL BE CORRECTED, OR (6) THAT CITI WILL OTHERWISE SUPPORT, MAINTAIN, IMPROVE, MODIFY, UPGRADE, UPDATE OR ENHANCE BRIDGE. (C) ANY INFORMATION, DATA OR OTHER MATERIAL VIEWED, DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH BRIDGE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE VIEWING, DOWNLOADING OR OTHERWISE OBTAINING OF ANY SUCH INFORMATION, DATA OR OTHER MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, VIEWED, DOWNLOADED OR OTHERWISE OBTAINED BY YOU ON OR THROUGH OR FROM BRIDGE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
8. LIABILITY DISCLAIMER. YOU AGREE THAT NEITHER CITI NOR ANY OF ITS THIRD PARTY SERVICE PROVIDERS NOR ANY OF THEIR RESPECTIVE AFFILIATES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE BRIDGE; (B) THE COST OF GETTING SUBSTITUTE PRODUCTS OR SERVICES, (C) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM BRIDGE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANYONE (INCLUDING LENDERS) USING BRIDGE; OR (F) ANY OTHER MATTER RELATING TO BRIDGE. WITHOUT LIMITING THE FOREGOING, CITI WILL HAVE NO LIABILITY TO YOU WHATSOEVER ARISING FROM OR RELATING TO BRIDGE, EXCEPT IN THE EVENT OF CITI’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO THE EXTENT PROHIBITED BY LAW. THESE LIMITATIONS WILL APPLY TO ALL CAUSES OF ACTION, WHETHER ARISING FROM BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY. IN THE EVENT YOU HAVE ANY PROBLEM WITH BRIDGE, OR ANY CONTENT, MATERIALS OR INFORMATION RELATING TO BRIDGE, YOU AGREE YOUR SOLE REMEDY IS T CEASE USING BRIDGE. IN NO EVENT SHALL CITI’S TOTAL LIABILITY, IF ANY, TO YOU FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EXCEED $100.
9. LENDER DISCLAIMER. YOU ACKNOWLEDGE THAT DATA, INFORMATION OR PRODUCTS RELATED TO LENDERS PROVIDED ON OR THROUGH BRIDGE HAS BEEN OBTAINED FROM OR PROVIDED BY LENDERS, BUT THAT CITI HAS NOT INDEPENDENTLY VERIFIED, CONFIRMED, OR VALIDATED THE ACCURACY, RELIABILITY, OR SUITABILITY OF SUCH LENDERS, OR ANY OF THE DATA, INFORMATION OR PRODUCTS RELATED TO SUCH LENDERS. YOU ACKNOWLEDGE AND AGREE THAT EACH LENDER HAS THE SOLE LIABILITY FOR ITS CONDUCT AND ITS PRODUCTS AND THAT CITI HAS NO RESPONSIBILITY FOR SUCH MATTERS. YOU AGREE NOT TO INCLUDE OR NAME CITI IN ANY CLAIM THAT YOU ASSERT AGAINST A LENDER IN CONNECTION WITH THE LENDER’S PARTICIPATION IN BRIDGE, INCLUDING ANY CLAIM ARISING FROM OR RELATING TO A LENDER’S PRODUCT, A LENDER’S USE OF YOUR INFORMATION OR DATA, OR YOUR RELATIONSHIP WITH A LENDER.
10. Indemnification. You agree to defend, indemnify and hold Citi and its affiliates and their respective directors, officers, employees and agents harmless from and against any and all actual or threatened third party (including Lender) claims, liability, damages, expenses, and costs (including, but not limited to, reasonable attorney’s fees) caused by or arising from your breach of these Terms of Use or your use of Bridge or any Products.
11. No Offering, No Advice. Bridge and its content do not constitute a solicitation for a loan or any other financial product or service from Citi. All Products made available through Bridge are offered by Lenders only. You agree to conduct your own due diligence prior to Requesting, negotiating for or acquiring any Product, or otherwise engaging with a Lender. Bridge does not offer credit, lending or other professional advice and is a provider only of a technology platform to facilitate your establishment of an independent relationship with one or more Lenders. You should seek the assistance of a professional acquainted with your circumstances (which neither Citi nor Bridge provides) for advice on loans, law, or other professional matters.
12. Third Party Links and References. Bridge contains links or references to other websites and services controlled or offered by third parties, including Lenders and their Products (“Third Party Sites and Services”). This information and these services and links are provided only as a convenience to users of Bridge. Citi does not control this information or these services or websites. When leaving our site, you should be aware that these Terms of Use and Citi’s Privacy Policy no longer govern, and you must review and understand the applicable terms and policies, including privacy and data gathering practices, of that site. CITI DISCLAIMS LIABILITY FOR ANY THIRD PARTY SITES AND SERVICES, AND THE DATA AND INFORMATION CONTAINED THEREIN, AND YOU ACKNOWLEDGE THAT CITI DOES NOT ENDORSE OR RECOMMEND, NOR HAS IT VERIFIED OR CONFIRMED, ANY SUCH SITES (INCLUDING, WITHOUT LIMITATION, ANY LENDER SITES).
13. Citi Trademarks. [Bridge built by CitiSM is a service mark of Citigroup Inc., Citi, Citibank, and Citi and Arc Design are registered service marks of Citigroup Inc.]
14. No Scraping / No Reverse Engineering. You may not use any deep-link, page-scrape, robot, spider, or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of Bridge, or to obtain any materials, data, or information therein through any means not purposely made available through Bridge. You may not copy, reproduce, distribute, or create derivative works from the content on Bridge. Further, you agree not to reverse engineer or reverse compile any of Bridge technology, including but not limited to, any Java applets associated with Bridge. You may not engage in framing, mirroring, or otherwise simulating the appearance or function of Bridge.
15. No Reselling / Re-distribution. You may not rent, lease, loan, trade, sell/re-sell, re-distribute, or otherwise monetize Bridge.
16. Software; IP Infringement. Certain software that Citi uses to provide Bridge (the “Software”) may have been licensed from third parties (each a 'Third Party Licensor') that is not affiliated with Citi. This limited right to use the Software is revocable in the discretion of Citi, and its Third Party Licensors retain all right, title and interest in and to the Software and any modifications and updates thereto. You agree not to use or otherwise export or re-export the Software, except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. You further agree not to use Bridge or the content or information delivered through it in any way that would infringe any third-party copyright, patent, trademark, trade secret, or other proprietary rights.
17. Feedback. We welcome your feedback as a user of Bridge. Any feedback you provide related to Bridge, including comments, suggestions, complaints, or other forms of feedback, becomes Citi’s confidential and proprietary information, and you agree that we may use it in any manner and without limitation, including but not limited to, incorporation of such feedback into Bridge. We shall have a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable right to use any such feedback for any purpose.
18. Changes to and Cancellation of Bridge. We reserve the right to modify or terminate Bridge or to make changes to these Terms of Use, at any time, in our sole discretion, with or without notice. We may also suspend your access to Bridge at any time without notice and for any reason or for no reason. You agree that we will not be liable to you or any third party for any modification, suspension or termination of Bridge.
19. Miscellaneous. Our failure to exercise or enforce any right or provision of these terms and conditions shall not operate as a waiver of such right or provision. If any provision herein is found to be unenforceable or invalid, then only that provision shall be modified to reflect the intention or eliminated to the minimum extent necessary so that the terms and conditions otherwise remain in full force and effect. Any rights or obligations hereunder are not assignable, transferable, or sublicensable by you without Citi’s prior written consent, and any attempted assignment by you shall be void. These Terms of Use constitute the entire agreement between you and Citi with regard to your use of Bridge.
20. Governing Law/Venue. Your use of Bridge and these Terms of Use shall be governed by the laws of the State of New York and applicable Federal Law, and any disputes or claims related thereto shall be heard exclusively by any of the federal or state court(s) of competent jurisdiction located in New York City, NY, USA.
Last Update: July 2021
