Operation Finance, Inc. d/b/a OperFi

Portal Terms of Use

Version 2026-09-18. Effective September 18, 2026. Supersedes all prior versions.

1. These terms, and who they bind

These Portal Terms of Use (the "Terms") govern access to and use of the web portals operated by Operation Finance, Inc., a Texas corporation doing business as OperFi ("OperFi," "we," "us"), including the factoring company portal at factors.operfi.com and any successor or related portal we designate (each, the "Portal").

By accessing the Portal, by clicking to accept these Terms, or by continuing to use the Portal after being presented with them, you accept these Terms on your own behalf and on behalf of the organization you represent (together, "you"). You represent that you are authorized to bind that organization. If you do not accept these Terms, do not access the Portal.

We may present these Terms for acceptance again when they change materially. We record the date, time and version you accepted.

2. What the Portal is

OperFi provides accounts receivable factoring services to freight brokers and other clients (each, a "Client"). In the course of those services, OperFi may disburse funds on a Client's behalf to the Client's carriers, and to factoring companies or other parties that hold an assignment of a carrier's receivable.

The Portal is a convenience. It displays selected information drawn from OperFi's and its Clients' records about invoices and payments associated with carriers you have identified to us. It exists so that you can see status information without telephoning or emailing us for it.

3. What the Portal is not

The Portal is not a payment system, a settlement platform, an escrow service, a funds transfer service, or a system of record. No instruction, election, demand, notice, or dispute is given to OperFi by entering it into the Portal, and nothing you enter or view in the Portal modifies any agreement between you and any other party.

4. Payment information is informational only

4.1 No guarantee of payment

Any status, amount, invoice number, due date, terms, aging, total, or similar item displayed in the Portal, including any item labeled "Pending Payment," "Outstanding," "scheduled," or any comparable term, is a statement of what our records reflected at the moment the screen was generated. It is not a promise, guarantee, assurance, commitment, undertaking, or representation that any payment will be made, that it will be made in the amount shown, that it will be made on or by the date shown, or that it will be made at all.

4.2 OperFi is not the account debtor and is not a party to the underlying transaction

The obligation to pay a carrier for a load is the obligation of the Client that engaged that carrier. OperFi is not the account debtor on that obligation, is not a party to the agreement between the Client and the carrier, and is not a party to any agreement between a carrier and its factoring company. Where OperFi disburses funds, it does so as the Client's agent and out of the Client's funds or availability, and not as an obligor, surety, or guarantor.

Nothing in the Portal, and nothing OperFi does in operating it, creates any independent obligation of OperFi to pay you, assumes any Client's obligation, or makes OperFi a guarantor of any Client's obligation.

4.3 Not an acknowledgment of an account and not a waiver of defenses

Display of an invoice, amount, or status in the Portal is not:

• an acknowledgment or confirmation of the validity, amount, or enforceability of any account, invoice, or receivable;
• an estoppel certificate, verification, or acknowledgment of assignment;
• an admission that any load was tendered, delivered, or accepted, or that any condition to payment has been satisfied;
• an agreement by OperFi or by any Client not to assert any defense, claim, setoff, recoupment, or counterclaim, including any such agreement within the meaning of Section 9-403 of the Uniform Commercial Code; or
• a waiver of any right, defense, claim, or remedy of OperFi or of any Client, all of which are expressly reserved.

A verification, acknowledgment, or waiver of defenses is effective against OperFi or a Client only if given in a separate writing that says so, signed by an authorized representative and identifying the specific invoices covered.

4.4 Payments may be delayed, reduced, held, offset, or not made

A payment reflected as pending or scheduled may be delayed, reduced, suspended, held, offset, reversed, interpleaded, redirected, or not made, for reasons that include without limitation: suspected or confirmed fraud, including identity fraud, double brokering, and fraudulent invoicing; competing, adverse, or ambiguous claims to the same receivable, including claims by another factoring company or lienholder; conflicting or defective notices of assignment or releases; cargo claims, shortages, damage, service failures, chargebacks, or other disputes; missing, altered, or disputed documentation; the insolvency, receivership, assignment for the benefit of creditors, or bankruptcy of a Client, a carrier, or a debtor; exercise of setoff or recoupment; court order, garnishment, levy, subpoena, or other legal process; sanctions, anti-money-laundering, or other legal or regulatory requirements; termination or modification of OperFi's relationship with a Client; and unavailability of Client funds or availability.

OperFi has no obligation to notify you in advance of any such event, and reserves the right to determine in its discretion how to handle disputed or competing claims, including by withholding funds pending resolution or by depositing them with a court.

4.5 Information may be inaccurate, incomplete, or out of date

Portal data is assembled from multiple systems and is not updated in real time. It may be incomplete, delayed, superseded, or wrong. Nothing displayed supersedes OperFi's own books and records, which control in the event of any conflict.

5. No reliance

You acknowledge and agree that you will not rely, and have not relied, on any information displayed in the Portal in deciding whether to purchase, advance against, finance, release, or otherwise act with respect to any receivable, or in setting any reserve, advance rate, or credit decision. Any such decision is yours alone, made on your own investigation and judgment and at your own risk.

You further agree that no statement, screen, export, or data element in the Portal constitutes a representation on which a claim of promissory estoppel, detrimental reliance, negligent misrepresentation, or similar theory may be founded against OperFi or any Client.

6. No third-party beneficiaries

These Terms are solely for the benefit of you and OperFi. No other person has or acquires any right under these Terms. Nothing in these Terms or in the Portal makes you a third-party beneficiary of any agreement between OperFi and any Client, or between a Client and any carrier.

7. Access, credentials, and permitted use

Access is by invitation, is personal to the individual invited, and may be suspended, limited, or revoked at any time, with or without cause and without notice. You must not share credentials, permit access by anyone not individually authorized, or retain access for anyone who leaves your organization or changes roles. You must notify us promptly at the address in section 16 on learning of any unauthorized access.

You must not scrape, crawl, bulk-download, reverse engineer, probe, or circumvent any access control or rate limit in the Portal, use it to build a competing product, or use it other than to view information about receivables in which you hold a bona fide interest.

8. Confidentiality

Information displayed in the Portal is confidential business information of OperFi and its Clients. You may use it only for your internal purposes in administering receivables in which you hold a bona fide interest, and must not disclose it to any third party except to your professional advisors under a duty of confidence or as required by law.

9. Intellectual property

The Portal, its content, and the OperFi name and marks are owned by OperFi or its licensors. Nothing in these Terms grants you any license other than a revocable, non-exclusive, non-transferable right to access the Portal for the purpose described above.

10. Disclaimer of warranties

THE PORTAL AND ALL INFORMATION IN IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. OPERFI EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, OR AVAILABILITY OF ANY INFORMATION DISPLAYED. OPERFI DOES NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERFI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST FUNDING, COST OF CAPITAL, OR LOSS OF BUSINESS, ARISING OUT OF OR RELATING TO THE PORTAL OR ANY INFORMATION DISPLAYED IN IT, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERFI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PORTAL WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). THIS LIMIT APPLIES REGARDLESS OF THE AMOUNT OF ANY RECEIVABLE DISPLAYED IN THE PORTAL.

Nothing in these Terms limits any obligation OperFi may owe you under a separate signed agreement, or any liability that cannot be limited under applicable law. These Terms do not create any obligation to pay that would not otherwise exist, and do not release any obligation that does.

12. Indemnification

You will indemnify, defend, and hold harmless OperFi and its officers, directors, employees, agents, and affiliates from and against any claim, loss, liability, damage, cost, and expense, including reasonable attorneys' fees, arising out of your breach of these Terms, your misuse of the Portal, your disclosure of Portal information in violation of section 8, or any access to the Portal through credentials issued to you.

13. Suspension and termination

We may suspend or terminate your access at any time, for any reason or no reason, without notice and without liability. Sections 4 through 6 and 8 through 16 survive termination.

14. Changes

We may change these Terms at any time by posting a revised version with a new version identifier and effective date. Material changes will be presented for acceptance the next time you sign in. Continued use after the effective date constitutes acceptance.

15. Governing law, venue, and jury waiver

These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws rules. Any action arising out of or relating to these Terms or the Portal must be brought exclusively in the state or federal courts located in Dallas County, Texas, and you consent to the personal jurisdiction of those courts and waive any objection to venue or forum non conveniens.

EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE PORTAL.

16. General, and how to reach us

These Terms are the entire agreement between you and OperFi regarding the Portal and supersede any prior understanding about it. They do not amend, and are not amended by, any factoring agreement, notice of assignment, release, or other agreement between OperFi, a Client, a carrier, or you; in the event of a conflict about the subject matter of these Terms, these Terms control as to the Portal only. If any provision is held unenforceable, it is modified to the minimum extent necessary and the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms; we may.

Operation Finance, Inc. d/b/a OperFi
610 Uptown Blvd., Suite 2000
Cedar Hill, TX 75104
info@operfi.com