Terms of Use

Introduction and Acceptance

These Terms of Use (the “Terms”) constitute a legally binding agreement between you—whether you are a business owner, authorized officer of a commercial entity, broker, independent sales organization, or any other visitor (collectively, “you” or “User”)—and INMEDIATO LLC, a Florida limited liability company operating under the trade name Luca™ (“Luca”, “Company”, “we”, or “our”), in connection with your access to and use of https://somosluca.com and any related media, channel, application, or service (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. Individuals under 18 years of age are not authorized to use or submit information through the Site.

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About Luca and Continuity of Prior Agreements

Luca™ is a trade name and registered trademark of INMEDIATO LLC, a Florida limited liability company. INMEDIATO LLC previously operated 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 operating under the trade name 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 as a result of the rebranding.

Your Compliance with the Terms of Use

Luca provides access to business financing products for small and medium-sized businesses operating in the United States. These products are intended solely for commercial and business 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 upon any approval. Nothing on the Site constitutes a binding offer of financing. All applications are subject to credit evaluation (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 commercial and business 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 upon 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 most transactions, Luca acts as the direct funder. In a minority of transactions, Luca acts as a broker, referrer, or marketplace.

(a) As a Funder/Buyer (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 a 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 with 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 be aligned in all respects with the merchant's interest in obtaining the lowest-cost or most favorable financing. Luca does not represent 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) Identifying Luca's Role in a Specific Transaction. The specific capacity in which Luca acts 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 a funder or a broker in your transaction, you may request written clarification by contacting:

hello@somosluca.com.

Cumplimiento de la Legislación Aplicable

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

Applications, Brokers, and Third-Party Submissions

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

• Direct submission by merchants through 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 performs due diligence on Funding Partners before including them in its network and reviews them periodically, but Luca does not guarantee 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 such 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 regarding Luca’s products, pricing, or likelihood of approval are not binding on Luca unless confirmed in writing by an authorized representative of Luca.

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

(d) Notwithstanding the foregoing, by continuing to interact with Luca after your information has been submitted, you agree to these Terms and our Privacy Policy as they apply to you.

Site Usage

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 commercial financing applications 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 through the Site or through a broker, ISO, or affiliate), you consent to receive communications from Luca related 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 call or SMS marketing communication to mobile phone numbers will only be made 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 Telemarketing 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. Revoking consent for marketing communications does not affect Luca’s ability to send transactional communications related to your application or financing relationship.

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

Submissions

When you submit information, documents, or other materials to Luca via the Site or otherwise (the “Submissions”), you grant Luca a non-exclusive, worldwide, royalty-free license to use, store, process, copy, modify, and transmit such Submissions for the purpose 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 of your personal information, financial records, tax returns, bank statements, or other proprietary information. Luca is not subject to any duty of confidentiality regarding non-personal, non-confidential ideas, concepts, suggestions, or feedback that you may voluntarily offer, 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 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 trade name and trademark “Luca,” is owned by Luca or its licensors and is protected by U.S. and international intellectual property laws. Except as expressly permitted by these Terms or 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 solely for your internal business use, 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, intellectual property infringement, or the 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 bypass security or authentication measures;
• Reverse engineering, decompiling, or disassembling any software on the Site;
• Collecting personal information about other users without their consent;
• Using the Site in violation of any applicable law or regulation;
• Encouraging or permitting any third party to engage in any of the above activities.

Violation of these prohibitions may result in immediate termination of your access and, where applicable, 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 for convenience only and do not constitute an endorsement by Luca of 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 and use of any Third-Party Site is at your own risk.

Renuncia de Garantías

THE SITE AND ALL CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF 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 the Site’s 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 MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL 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 WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$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 Section 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 event you agree to cooperate with Luca’s defense.

Arbitration; Waiver of Class Actions

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) Arbitration Agreement. 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”) will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator selected in accordance with the AAA Rules. The seat and legal place of arbitration shall be Miami-Dade County, Florida, though 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 any part of this arbitration agreement is void or voidable.

(c) Waiver of Class Actions. 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, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING (INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIVE ACTION UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT (PAGA) OR ANY SIMILAR STATUTE). The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this waiver of class actions is held unenforceable with respect to any claim or remedy, then that claim or remedy (and only that claim or remedy) shall be severed from the arbitration and may be brought in a court of competent jurisdiction, and the remaining claims will proceed in arbitration on an individual basis.

(d) Right to Opt-Out. 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, company name, mailing address, email address, and a clear statement that you wish to opt-out of arbitration. Opting out will not affect any other provisions of these Terms.

(e) Costs and Fees. Filing fees, administrative fees, and arbitrator compensation shall be allocated in accordance with the AAA Commercial Arbitration Rules. To the extent such fees materially exceed the cost of litigation in court, Luca will reimburse you for 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 relief or other equitable remedies 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 of the claim.

(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.

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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 these Terms permit any non-arbitrable claim, exclusive jurisdiction shall be in 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 will continue in full force and effect, and the invalid provision will be modified or replaced to most closely approximate the original intent. No failure or delay by Luca in enforcing any provision of these Terms shall be deemed a waiver of that or any other provision.

Language

These Terms may be available in English and Spanish. In the event of any discrepancy between the two versions, the English version shall prevail and be the binding version, unless 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 revision constitutes acceptance of the revised Terms. For material changes, Luca will make commercially reasonable efforts to notify users via the Site or other means.

Contact Us

For questions regarding these Terms or the Site, 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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