Sparrow Terms of Service

1. Introduction and Scope

These Terms of Service ("Terms") govern access to and use of Sparrow's websites, applications, platforms, APIs, dashboards, and related services (collectively, the "Services"). By accessing or using the Services, you agree to these Terms.

Sparrow Labs Inc. ("Sparrow," "we," "us," or "our") provides technology platforms that support loan comparison experiences and partner-led marketing and communications. Sparrow is not a lender, broker, loan servicer, or financial advisor.

2. User Categories

These Terms apply differently depending on how you interact with Sparrow:

a. Individual Consumers. Individuals who access Sparrow-branded or white-labeled marketplaces to research, compare, or apply for financial products. Individual Consumers do not have access to marketing tools, and Sparrow does not send SMS messages to Individual Consumers.

b. Business Customers. Financial institutions, credit unions, and other organizations that access Sparrow's partner platforms, including Crest, under a commercial agreement. Business Customers may access marketing and communication tools and act on their own behalf for their own customers or members.

c. End Recipients. Individuals who receive communications sent by Business Customers using Sparrow's technology. End Recipients are not Sparrow users and do not have a direct relationship with Sparrow.

3. Relationship to Signed Agreements

If you have entered into a Platform Service Agreement, Subscription Agreement, or other written agreement with Sparrow, that agreement governs your use of the Services and controls in the event of any conflict with these Terms.

4. Services Overview

Sparrow provides technology that enables:

• Consumer loan comparison and application routing
• White-labeled marketplaces for partners
• Crest, an omni-channel marketing platform that may support email, direct or physical mail, and SMS messaging (when enabled)

5. SMS and Marketing Communications (Business Customers Only)

Sparrow does not use SMS messaging in connection with its direct-to-consumer loan marketplace.

SMS functionality, when enabled, is available only to Business Customers using Crest. Business Customers control message content, recipients, timing, and consent and are solely responsible for compliance with applicable laws and regulations, including TCPA, CAN-SPAM, and applicable carrier rules.

Sparrow acts solely as a technology service provider and does not initiate, approve, or control the content of messages sent by Business Customers.

6. Acceptable Use

You may not use the Services to violate applicable law, send communications without required consent, interfere with platform security, or misuse Sparrow's technology. Sparrow may suspend or terminate access for violations or risk exposure.

7. Data and Privacy

Use of the Services is subject to the Sparrow Privacy Policy. Business Customers retain ownership of their customer data and are responsible for providing required notices and obtaining lawful consent.

8. Intellectual Property

All Sparrow software, technology, trademarks, and documentation are owned by Sparrow or its licensors. No rights are granted except as expressly permitted.

9. Disclaimers

The Services are provided "as is" and "as available." Sparrow disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

To the maximum extent permitted by law, Sparrow will not be liable for any indirect, incidental, consequential, or special damages. Sparrow's total liability will not exceed the amounts paid to Sparrow under the applicable agreement in the twelve months preceding the claim.

11. Indemnification

You agree to indemnify and hold Sparrow harmless from claims arising out of your use of the Services, your data, your marketing activities, or your violation of these Terms or applicable law.

12. Dispute Resolution; Venue

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in New York, New York. Each party irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

To the fullest extent permitted by law, each party knowingly and voluntarily waives any right to a trial by jury in any action or proceeding arising out of or relating to these Terms.

13. Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict of laws principles.

14. Changes

Sparrow may update these Terms from time to time. Continued use of the Services after changes become effective constitutes acceptance of the updated Terms.

15. Contact

Legal inquiries may be directed to legal@sparrowfi.com.