Terms of Use

Introduction and Acceptance

These Terms of Use ("Terms") constitute a legally binding agreement between you—whether you are a business owner, authorized officer of a business entity, broker, independent sales organization, or any other visitor (collectively, "you" or "User")—and INMEDIATO LLC, a Florida limited liability company doing business as Luca™ ("Luca," "Company," "we," "us," or "our"),concerning your access to and use of https://somosluca.com and any related media, channels, applications, or services (collectively, the "Site").

Luca's registered office is located at 3201 NE 183rd Street, Unit 307, Aventura, FL 33160, United States.

By accessing or using the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not access or use the Site.

These Terms govern your use of the Site and the pre-contractual relationship between you and Luca. The specific terms of any commercial financing product you may apply for or receive are governed by a separate financing agreement and related disclosures, which will be provided to you at the time of any offer.

The Site is intended for users who are at least 18 years of age. Persons under 18 are not permitted to use or submit information through the Site.

About Luca and Continuity of Prior Agreements

Luca™ is a trade name and trademark of INMEDIATO LLC, a Florida limited liability company. INMEDIATO LLC previously conducted business under the trade name "Upfunding Capital. " All references in prior agreements, communications, marketing materials, or documentation to "Upfunding Capital" or "Upfunding" refer to the same legal entity, INMEDIATO LLC, now doing business as Luca.

The legal entity has not changed. All rights, obligations, contracts, and commitments entered into under the names "Upfunding Capital" or "Upfunding" remain valid, binding, and enforceable by and against INMEDIATO LLC d/b/a Luca. No novation, assignment, or transfer of obligations has occurred by virtue of the rebrand.

Your Compliance with The Terms of Use

Luca offers and facilitates access to commercial financing products for small and medium-sized businesses operating in the United States. These products are offered exclusively for business and commercial purposes and not for personal, family, or household use. By submitting an application through the Site, you represent that any financing requested is for the operations of a bona fide business.

The specific terms, conditions, pricing, eligibility, and availability of any financing product are determined separately and will be presented to you in a written offer and financing agreement at the time of any approval. Nothing on the Site constitutes a binding offer of financing. All applications are subject to underwriting, verification, and the issuance of formal disclosures and a written offer.

Our Services

Luca offers and facilitates access to commercial financing products for small and medium-sized businesses operating in the United States. These products are offered exclusively for business and commercial purposes and not for personal, family, or household use. By submitting an application through the Site, you represent that any financing requested is for the operations of a bona fide business.

The specific terms, conditions, pricing, eligibility, and availability of any financing product are determined separately and will be presented to you in a written offer and financing agreement at the time of any approval. Nothing on the Site constitutes a binding offer of financing. All applications are subject to underwriting, verification, and the issuance of formal disclosures and a written offer.

Luca's Role: Funder, Broker, or Marketplace

Luca may act in different capacities depending on the transaction. In the majority of transactions, Luca acts as the direct funder. In a minority of transactions, Luca acts as a broker, referrer, or marketplace.

(a) As Funder/Purchaser (primary role). In most transactions, Luca—through INMEDIATO LLC or an affiliate—is the direct counterparty to the financing agreement with the merchant.

(b) As Broker or Marketplace (secondary role). In certain transactions, Luca acts as a broker, referrer, or marketplace, introducing the merchant to one or more third-party funders, lenders, or financial institutions ("Funding Partners"). When Luca acts in this capacity:

• The financing agreement will be between the merchant and the Funding Partner, not Luca‍
• Luca receives compensation from Funding Partners for successful referrals. This compensation may take the form of commissions, marketing fees, residual payments, or other forms of consideration.

(c) Disclosure of Potential Conflict of Interest. Because Luca acts in multiple capacities and receives compensation from Funding Partners, Luca has financial incentives that may not align in every respect with the merchant's interest in obtaining the lowest-cost or most favorable financing. Luca makes no representation that the financing presented to a merchant—whether funded directly by Luca or by a Funding Partner—is the lowest-cost or most favorable financing available to that merchant in the market. Merchants are encouraged to evaluate competing offers from other providers before accepting any offer.

(d) Identification of Luca's Role in a Specific Transaction. The specific capacity in which Luca is acting in your transaction will be identified in the applicable offer letter or financing agreement. If at any time you are unsure whether Luca is acting as funder or as broker in your transaction, you may request written clarification by contacting

hello@somosluca.com.

Compliance with Applicable Law

Luca and its Funding Partners offer commercial financing in all 50 U.S. states and comply with applicable federal and state laws, including any commercial financing disclosure, registration, and licensing requirements. Where applicable law requires specific disclosures (including, by way of example, the disclosures required under the California Commercial Financing Disclosure Law and the New York Commercial Finance Disclosure Law), such disclosures will be provided to you in the form and at the time required by applicable law, separate from these Terms.

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Applications, Brokers, and Third-Party Submissions

Luca receives applications and merchant information through multiple channels, including:

• Direct submission by merchants via the Site or affiliated landing pages;
• Submission by independent brokers, independent sales organizations ("ISOs"), or referral partners on behalf of merchants;
• Other lead-generation or marketing channels operated by Luca or its agents.

Funding Partner Network. When Luca acts as a broker (see Section 4(b)), Luca refers merchants to a curated network of pre-vetted Funding Partners. Luca conducts diligence on Funding Partners prior to inclusion in its network and periodically reviews them, but Luca does not guarantee, warrant, or assume responsibility for the terms, performance, compliance, or conduct of any Funding Partner. The financing agreement between the merchant and any Funding Partner is exclusively between those parties.

If your application is submitted to Luca by a broker, ISO, or other third party:

(a) You represent and warrant that you authorized that third party to submit your information to Luca.

(b) Brokers and ISOs are independent contractors and are not employees, agents, or representatives of Luca. Statements, promises, or representations made by brokers or ISOs about Luca's products, pricing, or approval likelihood are not binding on Luca unless confirmed in writing by an authorized Luca representative.

(c) You acknowledge that brokers and ISOs may receive compensation from Luca, from Funding Partners, or from both, in connection with referring your business.

(d) Notwithstanding the foregoing, by continuing to engage with Luca after your information has been submitted, you accept these Terms and our Privacy Policy as applicable to you.

Use of the Site

The Site, its underlying processes, content, software, and data are made available to you solely for the purpose of:

(a) Learning about Luca's products and services; (b) Submitting applications for commercial financing for a bona fide business; (c) Communicating with Luca regarding existing or prospective financing relationships; (d) Other lawful purposes expressly permitted by Luca in writing.

The Site is intended for commercial use in connection with a business, not for personal, family, or household purposes.

You may not copy, reproduce, sell, distribute, replicate, transmit, broadcast, license, scrape, crawl, or otherwise exploit the Site or its content without Luca's prior written consent. Your right to access the Site is non-transferable. Luca may suspend or terminate access to the Site at any time, with or without notice, in its sole discretion.

Marketing, Communications, and Consent

By submitting your contact information to Luca (directly via the Site or through a broker, ISO, or affiliate), you consent to receive communications from Luca relating to your application and Luca's products and services. Such communications may include emails, phone calls, and text messages.

Telemarketing and SMS Marketing. Any telemarketing calls or SMS marketing communications to mobile telephone numbers will be made only after Luca or its agents have obtained any consent required by applicable law, including the Telephone Consumer Protection Act ("TCPA") and applicable state laws (including, without limitation, the Florida Telephone Solicitation Act). Such consent is obtained separately from these Terms, typically at the point of application or lead capture. You may revoke consent to receive marketing calls or texts at any time by replying "STOP" to any text message or by following the unsubscribe instructions in any email. Revocation of consent for marketing communications does not affect Luca's ability to send transactional communications related to your application or financing relationship.

Data Use. Luca may use information you submit for purposes consistent with our Privacy Policy, including underwriting, fraud prevention, customer service, compliance with law, and (subject to applicable consent and legal requirements) marketing, analytics, and improvement of our services.

Subbmissions

When you submit information, documents, or other materials to Luca through the Site or otherwise ("Submissions"), you grant Luca a non-exclusive, worldwide, royalty-free license to use, store, process, copy, modify, and transmit such Submissions for the purposes of evaluating your application, providing the services, complying with law, and improving Luca's products and services, all subject to our Privacy Policy.

You retain ownership of your Submissions. Luca does not claim ownership over your personal information, financial records, tax returns, bank statements, or other proprietary information. Luca is not subject to any duty of confidentiality with respect to non-personal, non-confidential ideas, concepts, suggestions, or feedback you may volunteer, and Luca may freely use such ideas and feedback for any business purpose.

Luca's handling of personal information is governed by our Privacy Policy.

Privacy Policy

Your use of the Site and the services is also governed by our Privacy Policy, which is incorporated by reference into these Terms. You should review the Privacy Policy carefully. By using the Site, you acknowledge that you have read and understood the Privacy Policy.

Copyright and Intellectual Property

All content on the Site, including but not limited to text, graphics, logos, images, sound recordings, software, and the "Luca" trade name and trademark, is the property of Luca or its licensors and is protected by U.S. and international intellectual property laws. Except as expressly permitted by these Terms or by applicable law, you may not copy, reproduce, modify, distribute, display, perform, license, frame, store for subsequent use, or otherwise exploit any content from the Site without Luca's prior written consent.

You may view and download content from the Site for your internal business use only, provided that you do not remove or alter any copyright, trademark, or other proprietary notices.

Prohibited Activities

• Any criminal or tortious activity, including fraud, misrepresentation, harassment,
• defamation, infringement of intellectual property, or dissemination of obscene,
• threatening, or hateful content;
• Impersonating any person or entity, or using false or misleading contact information;
• Using automated tools (bots, scrapers, crawlers, spiders, data-mining tools) to access,
• search, or extract content from the Site;
• Probing, scanning, or testing the vulnerability of the Site or any related system;
• Interfering with or disrupting the Site or its infrastructure, including by introducing viruses,
• malware, or denial-of-service attacks;
• Accessing non-public areas of the Site or attempting to circumvent security or
• authentication measures;
• Reverse engineering, decompiling, or disassembling any Site software;
• Collecting personal information about other users without their consent;
• Using the Site in violation of any applicable law or regulation;
• Encouraging or enabling any third party to engage in any of the above.

Violation of these prohibitions may result in immediate termination of your access and, where appropriate, legal action.

Links to Third-Party Sites

The Site may contain links to websites operated by third parties ("Third-Party Sites"). Such links are provided solely for convenience and do not constitute Luca's endorsement of the Third-Party Sites or their content, products, or services. Luca makes no representations or warranties regarding Third-Party Sites and is not responsible for their content, accuracy, security, or privacy practices. Your access to and use of any Third-Party Site is at your own risk.

Disclaimer of Warranties

THE SITE AND ALL CONTENT MADE AVAILABLE THROUGH THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE, " WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Luca does not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components. Luca is not responsible for errors, omissions, or inaccuracies in Site content, and you assume the risk of any reliance on such content.

Nothing in this Section excludes or limits any liability for fraud, intentional misrepresentation, or any liability that cannot be excluded or limited under applicable law.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LUCA, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SITE, EVEN IF LUCA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LUCA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SITE OR THESE TERMS SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100), EXCEPT TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.

Nothing in this Section excludes or limits liability for fraud, intentional misrepresentation, willful injury, or any liability that cannot be excluded or limited under applicable law (including, without limitation, California Civil Code § 1668 to the extent applicable).

This Section governs liability arising from your use of the Site. Liability arising under any separate financing agreement between you and Luca is governed exclusively by that agreement.

Indemnification

You agree to defend, indemnify, and hold harmless Luca, INMEDIATO LLC, and their respective members, officers, directors, employees, agents, and contractors from and against any and all third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms; (b) your misuse of the Site or its content; (c) your violation of any law or third-party right; or (d) any information you submit through the Site that is false, misleading, or infringing.

Luca reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Luca's defense.

Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION AND WAIVES YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS.

This Section governs disputes arising from your use of the Site or these Terms. Disputes arising under any separate financing agreement between you and Luca are governed by the dispute resolution provisions of that agreement.

(a) Agreement to Arbitrate. Except as set forth in Section 17(g), any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Site (each, a "Dispute") shall be resolved exclusively by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected pursuant to AAA rules. The seat and legal place of arbitration shall be Miami-Dade County, Florida, although hearings may be conducted virtually or in another location by mutual agreement.

(b) Delegation. The arbitrator, and not any court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this arbitration agreement is void or voidable.

(c) Class Action Waiver. YOU AND LUCA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING (INCLUDING WITHOUT LIMITATION ANY REPRESENTATIVE ACTION UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OR ANY SIMILAR STATUTE). The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this class action waiver is found to be unenforceable as to any claim or remedy, then that claim or remedy (and only that claim or remedy) shall be severed from arbitration and brought in a court of competent jurisdiction, and the remaining claims shall proceed in arbitration on an individual basis.

(d) Opt-Out Right. You may opt out of this arbitration agreement by sending written notice to Luca at hello@somosluca.com within thirty (30) days of first accepting these Terms. Your notice must include your full name, business name, mailing address, email address, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

(e) Costs and Fees. Filing fees, administration fees, and arbitrator compensation will be allocated in accordance with AAA Commercial Arbitration Rules. To the extent any such fees materially exceed the cost of litigating in court, Luca will reimburse you the difference, provided your claim is brought in good faith.

(f) Confidentiality. The arbitration proceedings and any award shall be confidential, except as necessary to enforce an award or as required by law.

(g) Exceptions to Arbitration. Either party may bring an individual action in small claims court for claims within that court's jurisdiction. In addition, either party may seek injunctive or other equitable relief in a court of competent jurisdiction (state or federal courts located in Miami-Dade County, Florida) to protect its intellectual property rights, confidential information, or to prevent ongoing harm pending the outcome of arbitration. Seeking such equitable relief does not waive the right to arbitrate the underlying merits.

(h) Severability. If any portion of this Section 17 (other than the class action waiver in Section 17(c)) is found to be unenforceable, the remainder of this Section shall remain in effect.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of Section 17. To the extent any non-arbitrable claim is permitted under these Terms, the exclusive venue shall be the state and federal courts located in Miami-Dade County, Florida, and the parties consent to personal jurisdiction therein.

Nothing in this Section limits the application of any state law that, by its terms, cannot be waived by contract.

Severability and Waiver

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified or replaced to come as close as possible to the original intent. No failure or delay by Luca to enforce any provision of these Terms shall be deemed a waiver of that or any other provision.

Language

These Terms may be made available in English and Spanish. In the event of any discrepancy between the two versions, the English version shall control and be the binding version, except where applicable law requires otherwise.

Changes to These Terms

Luca may revise these Terms at any time by posting an updated version on the Site. The "Last Updated" date at the top will reflect the date of the most recent revision. Your continued use of the Site following any such revision constitutes acceptance of the revised Terms. For material changes, Luca will use commercially reasonable efforts to notify users through the Site or other means.

Contact Us

For questions about these Terms or the Site, please contact:

INMEDIATO LLC (d/b/a Luca) 3201 NE 183rd Street, Unit 307 Aventura, FL 33160 United States

Phone: (+1) 786-640-3394 ,Email: hello@somosluca.com

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