Terms of Use, Privacy Notice & Model Disclaimer

About These Terms

These Terms of Use, Privacy Notice and Model Disclaimer (together, the “Terms”) govern your use of the Tiber Hudson Financial Tools application, including the Debt Structure Comparison and Yield Bending (CBF Blended Yield Visualizer) workflows and related ReBonds information, inquiry and coordination features (the “Tools”), made available by Tiber Hudson LLC (“Tiber Hudson,” “we,” or “us”).

You accept these Terms by checking the acceptance box and selecting Accept. Each version of the Terms carries a version identifier and content fingerprint, and your acceptance of the exact version shown is recorded. If we make material revisions, you will be asked to review and accept the revised Terms before continuing to use the Tools.

If you accept these Terms on behalf of a legal entity, you represent that you are authorized to bind that entity to these Terms, and “you” refers to both you and that entity. You consent to receive these Terms, any revisions, notices and acceptance records electronically.

Illustrative Model Results

The Tools produce illustrative examples based on the assumptions you enter and the stated model conventions. Model results are estimates only.

Actual transaction, tax, financing, investment, arbitrage/rebate, legal and economic outcomes can differ materially from any result shown, including because of market conditions, timing, transaction structure, documentation, tax treatment, and facts specific to your situation.

Interest rates, spreads, fees, credit-enhancement terms and other pricing inputs used or displayed by the Tools are assumptions for modeling purposes only and are not quotes, indications or offers from Tiber Hudson or any lender, credit enhancer, issuer or underwriter. The Tools are not sponsored, endorsed or reviewed by Fannie Mae, Freddie Mac, any governmental issuer, any rating agency or any other third party whose programs or products may be referenced.

No Guarantee or Commitment

Tiber Hudson makes no guarantee, warranty or representation regarding any result shown by the Tools, and provides no assurance of savings, pricing, execution, or any other outcome.

Nothing in the Tools or their outputs is a commitment by Tiber Hudson or any affiliate to lend, underwrite, invest, place securities, or provide any service.

ReBonds Information and Preliminary Coordination

ReBonds features support information, tracking and preliminary coordination concerning upcoming redemptions and possible redeployment.

A model result, recycled-bond inquiry, possible connection, availability screen or administrative status does not, by itself, constitute an offer, reservation, binding allocation or commitment to provide, acquire, transfer or use bonds. Any transaction remains subject to confirmation of availability and eligibility, required approvals, documentation and separate agreement by the relevant parties.

When a proposed transaction involves a portion of a bond issue or more than one issue, the relevant amounts, approvals and allocation or transfer terms must be confirmed separately in the transaction documentation.

Not Professional Advice

Tool output is not legal, tax, accounting, financial, investment, municipal-advisor or other professional advice, and it is not a substitute for independent review by appropriately qualified advisers.

You should consult your own legal, tax, accounting, financial and other professional advisers before making any decision based on information from the Tools.

Tiber Hudson is not acting as a municipal or financial advisor to you or to any state or local governmental entity or obligated person in connection with the Tools, and no output of the Tools is a recommendation regarding the structure, timing, terms or other matters concerning any financial product or issuance of securities. If you are, or are acting for, a governmental issuer or obligated person, you should rely on the advice of your own municipal and financial advisors, including any independent registered advisor you have engaged, and not on the Tools.

No Professional Relationship

Use of the Tools does not by itself create an attorney-client, fiduciary, advisory, brokerage, underwriting or other professional relationship or engagement with Tiber Hudson LLC or any affiliate.

Any formal services require a separate written engagement or retainer agreement where applicable.

The Tools are not intended as a means of obtaining legal advice or initiating a legal consultation. Use of the Tools alone does not create an attorney-client or prospective-client relationship, and submission through the Tools alone does not make information privileged. Nothing in these Terms modifies a separate engagement agreement, waives an existing privilege, or limits duties imposed by applicable law or rules of professional conduct. Tiber Hudson may represent other parties, including parties with interests adverse to yours, subject to those duties.

Your Responsibilities

You and your advisers are responsible for the accuracy and completeness of the inputs and assumptions you enter, for independent verification of any output, for your transaction decisions, and for compliance with all requirements that apply to you and your transactions.

You represent that you have the authority to submit any company or third-party information you enter into the Tools. Do not enter privileged communications or unnecessary sensitive personal information. Submit company or third-party confidential or sensitive information only if you are authorized to do so.

Use of Outputs

You may share complete, unaltered Tool outputs privately with your advisers and transaction parties solely for evaluating a potential transaction, provided all assumptions and disclaimers remain included and the outputs are not presented as advice, verification, approval or a recommendation by Tiber Hudson.

How We Use Submitted Information

Tiber Hudson may use information you submit through use of the Tools, including account/contact details, project information, optional transaction-party information, modeling inputs and assumptions, saved scenarios, and usage records (“Submitted Information”), internally to operate, support, secure, improve and analyze the Tools; to perform internal business analytics; to evaluate prospective or existing matters; to maintain internal deal-management/CRM records; and to run conflict checks if you later request services.

Tiber Hudson may share Submitted Information with its affiliates for the internal purposes described above, subject to the confidentiality undertaking below.

Confidentiality of Submitted Information

Tiber Hudson will not sell Submitted Information. Tiber Hudson will not disclose Submitted Information outside Tiber Hudson and its affiliates without your written consent, except as reasonably necessary: to service, hosting, authentication, email, analytics, internal deal-management/CRM, and security providers subject to appropriate confidentiality obligations; to professional advisers, insurers and auditors; to comply with legal, regulatory or court requirements; in connection with fraud or security investigations; or where the information is public other than through a breach of these Terms, independently developed without use of Submitted Information, or lawfully obtained from a source entitled to disclose it.

Affiliates receiving Submitted Information are subject to the same use and confidentiality restrictions described in these Terms.

Submitting a recycled-bond inquiry, receiving a possible connection, or viewing a match or administrative status does not authorize disclosure of Submitted Information to a prospective issuer, developer, lender or other transaction counterparty. Before making such a disclosure outside Tiber Hudson and its affiliates, we will obtain your written consent identifying the proposed recipient, information and purpose, unless the disclosure is otherwise permitted by the exceptions stated above. Consent for one recipient or purpose does not authorize broader disclosure.

Personal Data

We collect business contact information for your account — such as your name, email address, company, business role, and optional job title — together with account activity records used to administer access, provide support, and analyze how the Tools are used.

Tiber Hudson does not sell personal data.

The Tools are intended for business users located in the United States. Tiber Hudson uses third-party service providers, including hosting, authentication, email, analytics and internal deal-management providers, to operate and support the Tools, and information may be processed by those providers as reasonably necessary to perform their functions.

Security and Retention

We use reasonable administrative and technical safeguards designed to protect submitted information. No system can guarantee absolute security, and we do not promise that information will never be accessed or disclosed in a manner inconsistent with these Terms.

We retain account records, acceptance records and saved scenarios for as long as reasonably necessary for the purposes described in these Terms, including audit, dispute-resolution and legal or regulatory needs. You may request deletion of your account or saved scenarios; we will honor such requests where reasonably practicable and lawful, though certain records (for example, backups and acceptance/audit records) may be retained for a period consistent with those needs.

Ownership

Tiber Hudson retains all rights, title and interest in the application, the underlying models, methodologies, software and related intellectual property.

You retain your rights in the data you submit, subject to the limited internal-use rights described in these Terms.

Acceptable Use

You agree to use the Tools only for lawful purposes. You will not abuse or interfere with the service; attempt to bypass security or access controls; or engage in reverse engineering or scraping designed to compromise the service.

Tiber Hudson may suspend, limit or terminate your access to the Tools at any time, with or without notice, including for any violation of these Terms, and may modify, restrict or discontinue the Tools or any feature or model at any time. The sections of these Terms that by their nature should survive (including the disclaimers, limitation of liability, confidentiality, ownership and general provisions) survive termination.

Changes to These Terms

Tiber Hudson may update these Terms from time to time. Each revision carries a new version identifier, and your acceptance history is retained.

Material revisions require your re-acceptance before continued use of the Tools.

Disclaimer of Warranties

THE TOOLS AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIBER HUDSON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT AND UNINTERRUPTED OR ERROR-FREE OPERATION. TOOL OUTPUTS ARE ILLUSTRATIVE AIDS ONLY AND MUST NOT BE RELIED ON AS THE SOLE BASIS FOR ANY TRANSACTION, INVESTMENT, TAX, LEGAL OR FINANCING DECISION.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIBER HUDSON AND ITS AFFILIATES, MEMBERS, PARTNERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST SAVINGS, LOST TAX BENEFITS, ARBITRAGE OR REBATE LIABILITY, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE TOOLS, ANY OUTPUT OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF TIBER HUDSON AND ITS AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE TOOLS OR THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED, TO TIBER HUDSON’S BREACH OF THE CONFIDENTIALITY UNDERTAKING ABOVE, OR TO PROFESSIONAL-MALPRACTICE LIABILITY OR OTHER LIABILITY THAT APPLICABLE PROFESSIONAL-RESPONSIBILITY RULES PROHIBIT LIMITING. NOTHING IN THIS SECTION LIMITS DUTIES ARISING UNDER AN EXISTING ENGAGEMENT.

General

These Terms are governed by the laws of the District of Columbia, without regard to conflict-of-laws principles. Any dispute arising out of or relating to the Tools or these Terms will be brought exclusively in the Superior Court of the District of Columbia or the United States District Court for the District of Columbia, and you consent to their jurisdiction. These Terms are the entire agreement between you and Tiber Hudson regarding the Tools and supersede any prior understanding on that subject. Nothing in this paragraph supersedes or modifies a separate engagement agreement with Tiber Hudson. If any provision is held unenforceable, the remainder will continue in effect. Tiber Hudson’s failure to enforce any provision is not a waiver. You may not assign these Terms; Tiber Hudson may assign them to an affiliate or successor.

Contact

Questions about these Terms may be directed to Kent Neumann at kent@tiberhudson.com.