Terms of Use - Inventory Finance Companies

2022.09.01

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Huntington Distribution Finance, Inc. (“HDF”), Huntington Commercial Finance Canada, Inc., Red Iron Acceptance, LLC (“Red Iron”), Huntington Commercial Finance, LLC (ARBN 637 017 273), Huntington Commercial Finance New Zealand Limited and Huntington Commercial Finance Australia Pty Ltd (ACN 633 966 613) (collectively, “Inventory Finance Companies”) are subsidiaries of The Huntington National Bank (“HNB”) which, in turn, is a subsidiary of Huntington Bancshares Incorporated (“HBI”). This website provides a general description of the products and services offered by the Inventory Finance Companies and includes other general information pertaining to certain procedures of the Inventory Finance Companies.

A. Accepting the Terms of Use. These Terms of Use (“Terms”) focus on, but are not limited to, your access and use of this website. By accessing this website and using or applying to use our services, you agree to these Terms. You may not use this website if you do not agree to these Terms. In these Terms, the words “we,” “us” and “our” refer to the Inventory Finance Companies, and, as applicable, their affiliates. The words “you” and “your” refer to users of this website. Your agreement applies to you individually and, if you are accessing this website in the capacity of a representative of a company, the company as well. By using this website, you represent that you have legal capacity to agree to these Terms. If you are accessing this website in the capacity of a representative of a company, you represent that you have the authority to bind the company to these Terms. You agree that you will comply with all applicable laws in connection with your use of this website. If you do not agree to these Terms, you should immediately exit this website and refrain from using our services. If you do not agree with these Terms, your sole remedy is to discontinue using this website.

B. Purpose of Website. We maintain this website for customers, prospective customers and others, to obtain information regarding inventory financing programs and other services offered by us solely for business and commercial purposes, and to allow users to convey information to us. The information provided on this website does not constitute advice, an offer to buy or sell or a solicitation of business. Before acting on any information, you should consider your company’s needs, objectives and financial considerations. Products or services mentioned in this website may or may not be suitable for your company, may not be available to all customers in all geographic areas and your eligibility for particular products or services is subject to approval or acceptance by us.

C. Changing the Terms of Use. We can suspend or terminate your access to this website at any time for any reason, without notice. You agree that, except for the express terms of these Terms or other written agreements between you and us, no confidential, fiduciary or implied contractual relationship is created between you and us, including through your use of this website, and there is nothing in this website that constitutes an agreement with you or amends or alters any written agreement we may have with you. We may delete, change, amend or add to all content of this website, including available information, features, products, services and these Terms at any time. The most current version of these Terms will always be posted on this website. Your access to or use of this website after the date any amended terms are posted shall be deemed to constitute acceptance of such amended terms.

D. Risk of Accessing Website. USE OF THIS WEBSITE IS AT YOUR OWN RISK AND THE INVENTORY FINANCE COMPANIES MAKE NO REPRESENTATION ABOUT THIS WEBSITE, ITS CONTENT, THE ACCURACY OR COMPLETENESS THEREOF, SERVICES PROVIDED BY THE INVENTORY FINANCE COMPANIES OR ANY THIRD PARTY. THIS WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE INVENTORY FINANCE COMPANIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF ANY CONTENT OR INFORMATION PROVIDED BY THIS WEBSITE AND ANY WARRANTY OF NON-INFRINGEMENT. CERTAIN RELEVANT LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, WAIVERS, EXCLUSIONS OR LIMITATIONS INCLUDED IN THESE TERMS OR POSTED ON THIS WEBSITE MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. Nothing in these Terms is intended to exclude, restrict or modify any right or remedy you have in statute or otherwise to the extent that right or remedy cannot be excluded, restricted or modified under law. We do not guarantee that this website will be operational at all times, including down time due to communications, network and equipment outages, failures of your equipment, maintenance or events beyond our control. You are responsible for internet connectivity and any computer hardware, software or other equipment necessary to access this website.

E. Electronic Transactions. You agree to do business with us electronically and you agree that we may use electronic records. Your electronic signature shall evidence your agreement to be bound by the electronic record with which it is associated with the same effect as if you had manually signed a document in writing. Your electronic signature and electronic record shall be deemed to satisfy any writing requirement of applicable law.

F. Third Party Links. Clicking on certain links within this website will take you into other websites or material not under the control of the Inventory Finance Companies and we are not responsible for the contents of any such website or link, or any link contained within a link, or any changes or updates to such websites or links. Content owned or provided by third parties may be protected by copyrights of such third parties or others and may be subject to such terms of use and other conditions as may be established from time to time by such third parties. The Inventory Finance Companies are not responsible for web casting, the placement of “cookies” by, or any other form of transmission received from, any linked site. The Inventory Finance Companies provide these links to you only as a convenience and the inclusion of any link does not imply endorsement of the link by the Inventory Finance Companies, HNB or HBI. In addition, the operators of those other websites, and not HBI, HNB or the Inventory Finance Companies, control those sites and determine what use will be made of information collected from users. Your use of those sites is governed by such third-party’s privacy policies and security practices (even if the third-party’s website is linked to our website).

G. Third Party Service Providers. Third party service providers referenced on this website or referred by the Inventory Finance Companies do not represent, legally bind or act on our behalf; and each such service provider transacts business with you and its other customers independently and on a separate basis from us.

H. Passwords and Security. Use of certain features on this website may require you to create a username and/or password (together, “Password”). You may be able to obtain multiple Passwords for different authorized users, in which case these requirements apply to all Passwords. You are responsible for the security of your Password, for safeguarding your Password, and for taking precautions to prevent unauthorized use of your Password. You are responsible for all use of your Password by anyone you have authorized to use your Password, as well as for anyone who is able to use your Password due to your negligence or fault. You are responsible even if you did not intend the specific actions taken using your Password. You must notify us immediately if you become aware of unauthorized use of your Password or this website, if your Password has been lost or stolen or if there has been any breach of security of your Password. However, notice does not limit your liability until we have had reasonable time to act on your notice. We may require, for our own protection and not for your protection, minimum requirements for Passwords and mandatory changes to Passwords.

I. Trademarks and Copyrights. Huntington, Huntington Distribution Finance, Huntington Commercial Finance, Red Iron and all related logos are service marks and trademarks owned by HBI or its licensors in the territories where such marks are registered and/or used, including the United States, Canada, Australia and/or New Zealand. Other featured words used on the website to identify the source of goods and services are trademarks owned by HBI, its licensors, or other third parties. You may not use, copy, display, distribute, modify, or reproduce any of the trademarks or service marks on the website except pursuant to a written license agreement with the owner of such mark.

J. When You Submit Content. All content and materials you submit on any public, community or group area in connection with this website or that you submit on a non-public facing email, survey or other feedback platform will become our property. We shall not be subject to any obligations of confidentiality regarding submitted content and materials except as specifically agreed in writing by us or required by law. We are entitled to the unrestricted use of any ideas, concepts, know-how, images or techniques contained in any such content or materials for any purpose, commercial or otherwise, including developing, producing, and marketing products and services, in our sole discretion regardless of any proprietary claims or reservations of rights in the submission and without acknowledgment, accounting or compensation to you. Any such content or materials will be automatically assigned to us upon creation, or if such an assignment is deemed ineffective for any reason you hereby grant to us a perpetual, worldwide, irrevocable, non-exclusive, transferable, sub-licensable, royalty-free license to use, copy, edit, modify, display, communicate or otherwise exploit the content or materials.

K. Restrictions on Use; Indemnity. You will not upload or add information to or use this website in a way that affects this website’s security, performance, usability, function or accessibility to authorized parties. You will not seek access to unauthorized sections of this website, and you will not interfere with other users’ use of this website. You will not: (i) create or use a false identity or otherwise impersonate any person, business, entity or IP address (e.g., IP spoofing); (ii) post or disseminate harassing, defamatory, tortious, offensive, threatening, obscene or otherwise unlawful matter; (iii) post or disseminate any matter that infringes or violates another person’s intellectual property rights or privacy rights; (iv) use any robot, spider or other automatic or manual process to monitor or copy this website or otherwise access, collect or store information about others; (v) use this website for the benefit of third parties; (vi) upload any virus or other harmful programming matter; or (vii) frame this website on or incorporate this website in another website. Unauthorized use of this website, including but not limited to, unauthorized entry into the systems of the Inventory Finance Companies, HNB or HBI through this website, misuse of passwords, or misuse of any information posted to this website, is strictly prohibited. You agree that you will not engage in any activities related to this website that are contrary to applicable law, regulation, or terms of any agreements you have with the Inventory Finance Companies, HNB or HBI.

You acknowledge and agree that you are prohibited from using the website in any way that constitutes data mining, data gathering, data extraction, advertising, marketing or promotional activities, or involves spam, phishing, or other unsolicited messages; otherwise violates these Terms or any other guidelines or policies provided by the Inventory Finance Companies, HNB or HBI. You agree to indemnify and hold harmless HBI, HNB, the Inventory Finance Companies and their respective officers, directors, employees and affiliates from and against any and all claims, losses, expenses, damages and demands incurred by any such indemnitee in connection with any claim by a third party arising out of your communications with or use of this website which is in breach of these Terms, negligent on your part, or in breach of the law. Your liability under this clause will be reduced proportionately to the extent that Inventory Finance Companies, HNB and HBI, their contractors or agents: (i) caused or contributed to the relevant claim, demand, loss or damage; or (ii) failed to take reasonable steps to mitigate the relevant claim, demand, loss or damage.

L. Jurisdiction and Governing Law. Access to this website is intended only for users located in the United States, Canada, Australia and New Zealand. We do not represent or warrant that the use of this website outside of the United States, Canada, Australia and New Zealand is lawful or permissible. Anyone accessing this website from outside of the United States, Canada, Australia and New Zealand is solely responsible for compliance with local laws.

For Users in the United States: This website is operated and controlled by HDF from its office in the State of Illinois in the United States, and these Terms are made in the State of Illinois. These Terms and, except as otherwise expressly provided in this website, your access to and use of this website are governed by and will be construed in accordance with applicable federal law of the United States and the law of the State of Illinois, without regard to the principles of conflicts of laws. All actions, claims or disputes arising under or relating to these Terms or this website shall be brought in the federal or state courts in the State of Illinois. You and we irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each party by the federal and/or state courts in the State of Illinois. You and we hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in the State of Illinois and to the venue of any such suit, action or proceeding brought in any such federal or state court in the State of Illinois. You agree that the Uniform Computer Information Transaction Act (or any version thereof, adopted by any state in any form) shall not apply to these Terms.

For Users in Canada: This website is operated and controlled by HDF in the United States. These Terms and, except as otherwise expressly provided in this website, your access to and use of this website are governed by and will be construed in accordance with the federal laws of Canada and internal laws of the Province of Ontario, without regard to principles of conflicts of laws. All actions, claims or disputes arising under or relating to these Terms or this website shall be brought in the courts of the Province of Ontario. The parties have requested that these Terms and all communications and documents relating hereto be expressed in the English language. Les parties ont exigé que ce contrat ainsi que tous documents s'y rattachant soient redigés dans la langue anglaise.

For Users in Australia: This website is operated and controlled by HDF in the United States. These Terms and, except as otherwise expressly provided in this website, your access to and use of this website are governed by and will be construed in accordance with the federal laws of Australia and internal laws of the State of New South Wales, without regard to principles of conflicts of laws. All actions, claims or disputes arising under or relating to these Terms or this website shall be brought in the courts of the State of New South Wales.

For Users in New Zealand: This website is operated and controlled by HDF in the United States. These Terms and, except as otherwise expressly provided in this website, your access to and use of this website are governed by and will be construed in accordance with the laws of New Zealand, without regard to principles of conflicts of laws. All actions, claims or disputes arising under or relating to these Terms or this website shall be brought in the courts of New Zealand.

M. Severability; Non-waiver. If any provision of these Terms is determined to be unenforceable or invalid, such determination shall not affect the validity or enforceability of the remaining provisions. Failure by the Inventory Finance Companies to enforce any provision of these Terms shall not be construed as a waiver thereof.

Privacy Statement - United States and Canada

2022.09.01

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This Privacy Statement (“Privacy Statement”) focuses on the collection, use and disclosure of your personal information by Huntington Distribution Finance, Inc., Huntington Commercial Finance Canada, Inc. and Red Iron Acceptance, LLC (collectively, “North American Inventory Finance Companies”).

A. General. This Privacy Statement describes our privacy practices for our applicants and customers in the United States and Canada, as well as visitors to our website and other individuals who contact or interact with us. Although all transactions with the North American Inventory Finance Companies are solely for business or commercial purposes, we respect your concern about privacy and we have implemented certain procedures with regard to personal information which may be collected on this website or in connection with business transactions, such as personal information relating to individuals who do business as a sole proprietorship or general partnership without a partnership agreement and individual principals, beneficial owners, guarantors and other representatives of our customers. In this Privacy Statement, the words “you” and “your” refer to such individuals and the words “we,” “us” and “our” refer to the North American Inventory Finance Companies, and, as applicable, their affiliates.

For Residents of California (and other jurisdictions): We do not sell your personal information to other parties for them to use for their own purposes. Any personal information that we provide to other parties is subject to restrictions on use contained in written contracts or agreements or industry practice. We do not collect, use, or sell your personal information for direct marketing or behavioral advertising purposes.

B. Types of Personal Information We Collect. We only collect personal information about you that is related to establishing, managing and maintaining our business relationship with you or your business. Failure to provide this information may result in North American Inventory Finance Companies being unable to provide or continue to provide the services required by your business. Personal information that is collected may include, but is not restricted to, identification information such as your first and last name, your date of birth, your social security number or social insurance number, your home address, your telephone number and your email address.

C. Why We Collect Your Personal Information. The reasons we collect your personal information may include, but are not limited to, the following purposes: identifying you, assessing your creditworthiness, providing you with ongoing services, notifying you of changes to services or systems, improving our products and services and informing you of products and services that may interest you. We will request your consent at the time of collection unless consent is implied or applicable law permits collection without consent. When you grant your consent, we will collect, use, and disclose your information for the purposes described in this section in order to provide or maintain requested financial services.

D. How We Collect Your Personal Information. Generally, we obtain your personal information directly from you or your business. We may rely on representations from your business that it has provided notice to you and obtained your consent, unless collection without consent is permitted under applicable law. We may also collect personal information about you from outside sources with your consent or, if the law so authorizes, without your consent.

E. Period for Which We Retain Your Personal Information. Your consent to the collection, use, communication and disclosure of personal information is valid for the length of time necessary for the North American Inventory Finance Companies to fulfill the purposes for which the information was obtained and any additional periods as required or permitted by law.

F. When You Want Information. If you visit this website or otherwise contact us and request information about the North American Inventory Finance Companies, the products and services we offer or the products and services that we provide to you, we may collect the information we believe is necessary to respond to your request. You may also submit other information and, when you do, we may collect that information.

G. Information From Third Parties. You agree that we may also collect information about you from outside sources including, without limitation, credit bureaus, your other creditors and public bodies for the purposes of confirming information about you, supplementing our data on particular attributes or determining your eligibility for products and services that we may offer you. If required and permitted by law, upon your request we will let you know if a credit report was obtained and provide the name and address of the credit bureau that issued the report. Many jurisdictions give individuals the right to correct inaccurate information in the files of credit bureaus.

H. Sharing Your Information When Permitted or Required by Federal, State or Provincial Law or Agreement. You agree that, by submitting your information to us, we may share your information with other parties such as affiliates, manufacturers, distributors, service providers or other third parties when necessary or pertinent for the operation of our business or when permitted or required by federal, state or provincial law or when permitted under any separate agreement with you. For example, we share information as permitted by law in order to protect against fraud, report transactions to consumer reporting agencies and other credit bureaus, protect and defend the rights or property of the North American Inventory Finance Companies, act in urgent circumstances to protect the personal safety of our applicants, customers, our employees or the public, respond to subpoenas, to comply with a legal obligation or in response to a request from public authorities or self-regulatory bodies to which we are subject and which we reasonably determine requires compliance and when you ask or permit us to do so. If at some point our business or a segment of our business that uses your information is to undergo a fundamental change, such as any actual or proposed sale, financing, merger, reorganization, restructuring, dissolution or any similar event involving our business or assets, we may also share your information on a confidential basis with potential transaction counterparties and their professional advisors as necessary for their due diligence purposes and will transfer your information to them on completion of the transaction, if required.

Given that we may share your personal information with our affiliates and third parties located in various countries, your personal information may be collected, used, processed, stored or disclosed outside of your jurisdiction of residence. As such, your personal information may potentially be accessible to law enforcement and national security authorities of another jurisdiction where local laws provide for a different level of protection for personal information. In certain circumstances, courts, law enforcement agencies, regulatory agencies or security agencies in those other countries may be entitled to access your personal information.

For Residents of Alberta, Canada: If you would like further information about our policies and practices regarding the third parties (including our service providers) with whom we disclose your personal information and how these third parties collect, use, disclose and store personal information, please contact our Privacy Officer using the contact details below. By providing your personal information to us, you consent to our disclosure of this information to our service providers (and other third parties) as described in this Privacy Statement, including those that may be located outside of your jurisdiction of residence.

I. Sharing Aggregated or Anonymous Data. We may share your information with other parties if we first take steps to aggregate your information with information of other users or third parties; or we otherwise remove any personal information. For example, we may aggregate the information of all persons in a particular geographic location in order to share information about the North American Inventory Finance Companies in that location. However, we do not guarantee that the recipients of this information will be unable to re-identify when the information we provide is combined with other information not provided by us.

J. Employee Access to Customer Information. We restrict access to personal information about you to those employees who need to know that information to perform their job at the North American Inventory Finance Companies. Our employees are trained to treat your information on a confidential basis, to respect customer’s privacy rights and to access customer information only when they have a business reason to know the information.

K. Safeguarding and Managing Information. We maintain reasonable and appropriate physical, electronic and procedural safeguards to guard your personal information. Nevertheless, data, including e-mail and electronic communications using the internet, network communications facilities, telephone or any other electronic means may be accessed by unauthorized third parties when communicated by you over such telecommunications facilities. By transmitting data to us using such means, you agree that the North American Inventory Finance Companies are not responsible or liable for any such unauthorized third-party access.

L. Contacting Us - The North American Inventory Finance Companies. We oversee our compliance with this Privacy Statement and the law. You may contact us about questions regarding this Privacy Statement either at:

Email: HDFPrivacy@huntington.com; or

Mailing Address: Huntington Distribution Finance, Inc., PO Box 59376, Schaumburg, IL 60159. Attention: Privacy Officer

M. Modifications. If any provision of this Privacy Statement is determined to be unenforceable or invalid, such determination shall not affect the validity or enforceability of the remaining provisions. We may delete, change, add to or otherwise amend this Privacy Statement at any time. The most current version of this Privacy Statement will always be posted on this website. Your access to or use of this website after the date any amended terms are posted shall be deemed to constitute acceptance of such amended terms. While this Privacy Statement describes how we treat your personal information, please be aware that additional terms and conditions may apply for certain parts of our website and applications.