Terms of Services

VEXLA — Client Engagement & Lead Generation

Disclosure Agreement

Texas-attorney and TCPA-attorney reviewed — two items still open (see below)

Model: VEXLA collects information from businesses and forwards it, without evaluation, to a lending partner. VEXLA does not assess client needs, does not select or recommend products or lenders, and does not participate in underwriting, offers, or negotiation.

Read this first — two items still genuinely open

This document has now been reviewed by a Texas-licensed attorney (general agreement terms) and separately by a TCPA/telemarketing attorney (Part Two consent language). Two things are not yet resolved, and this should not be treated as final until they are:

“All states” is still the hard part. The Texas attorney’s edits were, by your own account, given as Texas-specific — not confirmed for the other five states where VEXLA is entityregistered (North Carolina, Oklahoma, Minnesota, Kentucky, Louisiana). California, New York, Utah, Virginia, Georgia, Connecticut, Florida, and Missouri also remain unconfirmed for this model. A single agreement reviewed for one state’s law is not the same as an agreement cleared for six. Before this goes live in any state other than Texas, get that same attorney — or the right one per state — to confirm this language holds up there too, or get written confirmation of which states are covered.
Sections 9 and 10 are still blank. Neither the Texas attorney’s edits nor the TCPA attorney’s edits touched limitation of liability or governing law — the two placeholder sections below are exactly as they were before this round of review. These are not minor boilerplate; a document without a limitation of liability clause potentially exposes VEXLA to unlimited liability, and a document without a governing law clause leaves it unclear which state’s courts and law would apply in a dispute. This needs a direct answer from your attorney, not a placeholder, before use. The good news is the Texas review is likely also settled the September 1 registration question for Texas specifically — your attorney’s read that it does not apply to VEXLA’s leadgeneration model is worth confirming in writing, since it’s the kind of conclusion you’ll want documented if it’s ever questioned later.

PART ONE — CLIENT ENGAGEMENT & LEAD GENERATION

DISCLOSURE AGREEMENT

VEXLA ORG LLC, doing business as VEXLA Capital (“VEXLA,” “we,” “us”) This Agreement describes the terms under which VEXLA provides lead generation services to the business identified below (“Client,” “you”).

1. What VEXLA does — and does not do

VEXLA is a lead generation service, not a lender and not a financial advisor. VEXLA does not evaluate, assess, or analyze Client’s financing needs. VEXLA does not determine which financing product is appropriate for Client, does not recommend one lending partner over another, and does not advise Client on whether to accept any offer. VEXLA’s role is limited to:

Collecting the information Client provides through VEXLA’s intake form; and
Forwarding that information, as submitted by Client, to a third-party lending partner.

Everything that happens after that point — evaluating Client’s business, determining what products or terms may be available, extending or declining an offer, and negotiating terms — is performed solely by the lending partner. VEXLA does not participate in that process and has no role in, or influence over, the lending partner’s decision.

VEXLA is not a lender. VEXLA does not make credit decisions, extend credit, or fund loans. All rates, terms, approvals, and denials are determined solely by the lending partner, not by VEXLA.

2. No fee to Client

VEXLA does not charge Client any fee, deposit, or payment of any kind to submit Client’s information to a lending partner. VEXLA is compensated by its lending partner(s), typically as a percentage of the funded amount, if and when a transaction closes. The specific compensation VEXLA receives on a given transaction will be disclosed to Client to the extent required by applicable law. VEXLA is not responsible or liable for any act, omission, representation, or decision of a lending partner.

3. No guarantee

VEXLA DOES NOT GUARANTEE THAT CLIENT WILL BE APPROVED FOR FINANCING, THAT ANY SPECIFIC LENDING PARTNER WILL EXTEND AN OFFER, OR THAT ANY OFFER WILL BE ON PARTICULAR TERMS. SUBMISSION OF AN APPLICATION DOES NOT OBLIGATE ANY LENDING PARTNER TO EXTEND CREDIT. VEXLA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED OR ERROR-FREE SERVICE.

4. Data sharing — what happens to your information

By engaging VEXLA, Client authorizes VEXLA to forward the information Client provides — including but not limited to business information and contact information submitted through VEXLA’s intake form — to VEXLA’s lending partner(s) for the purpose of that partner evaluating Client for financing. VEXLA may retain Client information as reasonably necessary for record keeping, compliance, and dispute resolution purposes. VEXLA does not review, underwrite, or otherwise evaluate this information before forwarding it; VEXLA passes along what Client submits. VEXLA’s Privacy Policy, available at [WEBSITE]/privacypolicy, describes this in further detail and governs how Client’s information is collected, used, and protected.

5. Client representations

Client represents that:

All information provided to VEXLA is true, accurate, and complete to the best of Client’s knowledge;
Client is authorized to act on behalf of the business named in the application;
Financing sought is for business purposes only, not personal, family, or household use.

Client agrees to indemnify and hold harmless VEXLA from any claims, losses, or liabilities arising from any inaccuracy in the information Client provides.

6. No advice relationship

VEXLA’s role is limited to forwarding Client’s information as described in Section

1. VEXLA does not provide legal, tax, financial, or credit advice, and nothing in this Agreement or in any communication from VEXLA should be construed as such. Client is solely responsible for evaluating whether to pursue financing and whether to accept any offer extended by a lending partner. Client is encouraged to consult their own legal, tax, or financial advisor before accepting any financing offer.

7. Term and termination

This Agreement remains in effect while VEXLA is in the process of forwarding Client’s information to a lending partner, and for so long as any transaction resulting from such referral remains pending or outstanding. Either party may terminate this engagement at any time, for any reason, by written notice (including email). Termination does not affect any transaction already submitted to and in process with a lending partner unless Client separately withdraws that application directly with the lender. Sections 1, 3, 4, 5, 6, and 9 survive termination or expiration of this Agreement.

8. Communications consent

See Part Two below. Client’s consent to be contacted is a separate, distinct authorization from this engagement agreement and can be withdrawn independently without terminating this Agreement.

9. Limitation of liability

[ATTORNEY TO DRAFT — this clause needs to be built around VEXLA’s actual insurance coverage (E&O policy limits) and cannot be responsibly drafted without that information. Do not use a boilerplate limitation-of-liability clause here.]

10. Governing law and dispute resolution

[ATTORNEY TO DRAFT — this needs to be chosen deliberately. A brokerage soliciting nationwide has real questions to resolve here: which state’s law governs, whether disputes go to arbitration, and where. This is not a fill-in-the-blank clause.]

11. Acknowledgment

By checking the consent box on VEXLA’s website, Client agrees to be bound by the terms of this Agreement. Client represents that Client has read this Agreement in its entirety prior to providing consent.

PART TWO — COMMUNICATIONS CONSENT (TCPA)

This is the same consent language prepared earlier for the website intake form, included here so both documents point to identical wording. Use one canonical version — do not let the website and this agreement drift out of sync over time

I agree that VEXLA ORG LLC and the lending partners it submits my information to may contact me at the phone number and email address I provided, including by automatic telephone dialing system, prerecorded or artificial voice, and text message. This constitutes my prior express written consent for purposes of the Telephone Consumer Protection Act (47 U.S.C. § 227). Consent is not a condition of any purchase or of receiving financing. Message and data rates may apply. Message frequency varies. Reply STOP to opt out of texts or HELP for help. See our Privacy Policy and Terms of Service.

State-specific note for the attorney: several states (including Oklahoma, Florida, and Washington) have their own “mini-TCPA” statutes with call-time restrictions or additional disclosure requirements beyond the federal law. A nationwide calling operation should have this reviewed specifically, not assumed to be covered by the federal-law-only language above.

What to do with this at the attorney meeting

Hand over this draft along with the entity-structure and NC registration questions from your list.
Ask specifically: “Which states, if any, require something beyond this general agreement, and what does that rider need to say?” Don’t let this get answered in the abstract — ask for the actual list of states and the actual added language.
Ask specifically: “Given that VEXLA only forwards client information and does not assess needs, select lenders, or participate in underwriting, does this narrower activity change which of the states in my research summary actually apply to VEXLA?” Several state statutes define “loan broker” broadly enough to reach referral activity regardless of whether an assessment occurs — do not assume the narrower model is automatically lower-risk without this being confirmed against the actual statutory language.
Have them fill in Sections 9 and 10, which are deliberately left blank above.
Ask them to confirm the TCPA language against your state’s specific statute, not just federal law.
Once finalized, this becomes the version referenced by the consent checkbox on the website — send the final text to Jehan so the website and this agreement match exactly.