The terms of the covenant.

What Benefactor is

Benefactor is a platform that lets keepers make, seal, and service covenants — documented agreements to lend and repay. We facilitate and record these agreements to streamline the process between keepers and to hold each party accountable to the terms they sealed. Every covenant is made between the two keepers who seal it, and the money is theirs.

Eligibility

You must be an adult able to enter binding agreements, pass identity verification, join by invitation, and sign the Mutual Non-Disclosure Agreement. You are responsible for the security of your device and your passkey, and for any activity under your account.

Covenants & repayment

1. A covenant is binding once both keepers seal it. Its terms — schedule, any collateral, and the default clause — are shown in full before you agree.
2. You agree to repay what you have sealed, on the schedule you accepted.
3. Missing payments has consequences set by the covenant (including a lender-set default clause) and affects your standing. The path a late tender follows is set out under Late tenders & recovery.
4. Your ledger is immutable — records are appended, never quietly erased. A forgiven balance is recorded as forgiven, not deleted.

Late tenders & recovery

1. The path. A late tender follows a fixed path — Cure, then Relief, then Default, then Recovery — whose timings the extending keeper sets within bounds we publish, fixed at sealing beside the late clause. Default is declared by the extender, never automatic, and a cooling period runs before the record is decided. A cured mark lifts from your score in full; a concluded Default is permanent on the record. Our suggested terms, which an extender may adjust within our bounds: After the grace period a late tender enters Cure. Relief may be offered after 30 days; Default may be declared after 3 unpaid tenders, with 14 days of cooling; a cured mark lifts after 2 on-time tenders. The score effect is Benefactor’s and the same on every covenant.
2. Recovery. After a Default concludes the extender may engage a recovery agency. Licensed to collect in the borrower’s state and bound by the FDCPA and, in California, the Rosenthal Act. Engaged and paid by the extender, outside the platform. Benefactor takes no share. Every recovered sum is tendered through the covenant like any payment, so the record stays whole. The debt is never sold or assigned — the agency acts in the extender’s name.
3. Counsel. At the terms step both keepers are shown a directory of vetted independent attorneys. You choose; the engagement is yours, and Benefactor is not a party to it, takes no fee from it, and gives no legal advice. Every entry is marked “Independent · not from Benefactor”.

Fees & the cap

Using Benefactor is free. A platform fee is charged to the extending keeper only — never to the borrower, so it never enters the borrower’s cost. $0.33 per tender or 1.13% of the amount, whichever is lower — collected as tenders land, paid by the extender, never the borrower, and always inside the 36% cap. Consumer covenants carry a hard, all-in ceiling — 36% MAPR, every cost counted — and no fee is ever added after sealing. Optional memberships and services are priced separately and purchased only by choice; a membership never buys a better rate or a higher limit.

Confidentiality & the NDA

1. Benefactor is invitation-only and pre-release. Access is conditional on signing the Mutual Non-Disclosure Agreement, which you sign before your bank opens and again at each new release. It defines what is confidential — including the scoring formulas and their weights, unreleased features, and other keepers’ affairs — and it is the governing document on confidentiality wherever these Terms and that Agreement could be read differently.
2. Signing that Agreement also records your acknowledgment of these Terms and of the Privacy Notice. The confidentiality obligation does not expire. Everything you are shown stays confidential for as long as it remains non-public — nothing is treated as too small or too incidental to be covered, and no part of it is released on a date; information leaves the obligation only through the carve-outs that Agreement names.

Offers

Benefactor may show curated offers — our own features and selected third-party offers — on the platform, marked plainly, and never in your covenant flow, ledger or messages. Whether they are matched to what you do is your choice in Settings, and declining changes only what you see, never how much. Advertisers receive general counts by interest and membership — never a name, contact, address or record. Knight and Sovereign members see no offers unless they turn them on. The Privacy Notice sets out the signals that may and may never be used.

Conduct & prohibited uses

1. Use Benefactor lawfully and in good faith: deal honestly with every keeper, keep your dealings within the law, and use the platform for its purpose — making and servicing your own covenants. We may moderate content, and we act on reports — always telling you why.
2. Prohibited uses. You agree to refrain from each of the following, and each is a material breach of these Terms:
   1. use Benefactor for any unlawful purpose, to deceive or defraud another keeper, to launder funds or finance unlawful activity, or to structure transactions to evade any reporting or verification obligation;
   2. misrepresent your identity, finances, standing or authority, or open or operate a bank on behalf of any undisclosed person;
   3. access or attempt to access any account, record, system or data not intentionally made available to you, or circumvent any authentication, rate limit, verification or security control;
   4. probe, scan, test, stress or otherwise interfere with the platform or its infrastructure, or introduce any malicious code;
   5. scrape, harvest, index, copy or extract keeper data, records, scores or content by any automated or manual means;
   6. reverse-engineer, decompile, disassemble or otherwise attempt to derive the source code, formulas, weights, models or scoring logic of the platform;
   7. create derivative works from, resell, sublicense or commercially exploit the platform or any part of it;
   8. manipulate, inflate or game any score, standing, rank or record, or collude with any person to do so;
   9. harass, threaten, defame or intimidate any keeper, officer, employee or contractor;
   10. use the platform to collect a debt in any manner prohibited by the FDCPA, the Rosenthal Act or any applicable law; or
   11. assist, encourage or enable any person to do any of the above.

Enforcement & remedies

1. Any attempt to abuse, breach, exploit, disrupt or manipulate the platform, its keepers or its records is a material breach of these Terms. Upon such a breach we may, without prior notice and without liability to you, suspend or terminate your access, void or reverse any transaction or standing obtained by the breach, preserve and disclose relevant records to law enforcement and regulators, and pursue every remedy available at law or in equity. Obligations under sealed covenants survive any such action in every case.
2. You acknowledge that such conduct causes harm to Ali Rayale Company and to its keepers that is irreparable and not adequately compensable in damages alone. Accordingly, we shall be entitled to temporary, preliminary and permanent injunctive relief without the posting of a bond, in addition to and not in lieu of all other remedies, including (i) actual, consequential and incidental damages; (ii) disgorgement of any gain, profit or advantage obtained; (iii) restitution to any keeper harmed; (iv) statutory and exemplary damages where available, including under the Computer Fraud and Abuse Act (18 U.S.C. §1030), the California Comprehensive Computer Data Access and Fraud Act (Penal Code §502), the Defend Trade Secrets Act (18 U.S.C. §1836) and the California Uniform Trade Secrets Act; and (v) our reasonable attorneys’ fees, expert fees and costs of investigation and collection. Where conduct is also criminal we will refer it for prosecution. Remedies are cumulative; the pursuit of one is not an election against any other, and nothing in these Terms limits, liquidates or caps what we may recover.
3. No liquidated sum, no ceiling. These Terms fix no liquidated, stipulated or agreed sum as the measure of damages for any breach by you, and no provision of these Terms shall be construed as an exclusive remedy, a ceiling, or a limitation on the damages recoverable from you. Our damages are those actually proved, together with every remedy named above. This is deliberate: a stipulated figure invites the argument that it is the exclusive remedy or a cap, and any figure defensible under Cal. Civ. Code §1671(b) would sit far below the real harm of a breach of the platform’s confidential formulas, records or integrity. The limitation of liability in the article below runs one direction only — it caps what we may owe you; it does not cap, offset or limit what you may owe us. Interest accrues on any amount owed to us at the maximum lawful rate from the date it becomes due, and you shall bear the costs of collection, including reasonable attorneys’ fees, whether or not suit is filed.

Platform integrity & IP

1. The platform — its software, interfaces, design, text, marks, curriculum, scoring formulas and weights, models, data structures and compilations, and all improvements to them — is and remains the exclusive property of Ali Rayale Company and its licensors, protected by copyright, trademark, trade-secret and other laws. You are granted a limited, revocable, non-exclusive, non-transferable licence to use the platform for your own lawful covenants in accordance with these Terms. No other right is granted, by implication, estoppel or otherwise. The names Benefactor, ARC and associated marks may not be used without our prior written consent.
2. Your covenant records belong to you and to your counterparty as a shared record; you grant us the licence necessary to store, display, secure and enforce them as these Terms describe. Feedback you give us may be used without restriction or compensation. We reserve the right to monitor use for security, integrity and compliance, and to act on what we find.

Risk & who bears loss

Lending carries risk. The lending keeper bears the risk of a broken covenant, except where an optional guarantee applies. Benefactor facilitates and records covenants; it does not lend, does not guarantee repayment, does not hold deposits and is not FDIC-insured. Optional pools and guarantees carry their own disclosed terms. You alone decide with whom to covenant and on what terms; a score, standing or record is information to inform that decision, not a recommendation or a warranty of any keeper’s conduct.

Disclaimers & liability

1. As-is. To the fullest extent permitted by law, the platform is provided “as is” and “as available,” without warranty of any kind, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy or uninterrupted operation. We do not warrant that any keeper will perform, that any score or record is free of error, or that the platform will meet your requirements.
2. Cap. To the fullest extent permitted by law, Ali Rayale Company, its officers, directors, employees, contractors, agents and licensors shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill or opportunity, arising out of or relating to these Terms or the platform, however caused and under any theory of liability, even if advised of the possibility. Our aggregate liability to you for all claims shall not exceed the greater of the platform fees you paid to us in the twelve months preceding the claim or one hundred U.S. dollars ($100). This limitation applies only to our liability to you and has no application to amounts you owe us, to any covenant between keepers, or to the remedies in Enforcement & remedies. Nothing here limits liability that cannot be limited by law, including for fraud, gross negligence or wilful misconduct, and nothing here limits your non-waivable rights as a consumer.
3. No liability for other keepers. We are not liable for the acts, omissions, solvency or conduct of any keeper, counsel, recovery agency or third party, or for any covenant’s performance. Your remedy for a broken covenant lies against your counterparty under that covenant.

Indemnification

1. You agree to defend, indemnify and hold harmless Ali Rayale Company and its officers, directors, employees, contractors, agents, successors and assigns from and against any and all claims, demands, actions, losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to:
   1. your breach of these Terms, the Non-Disclosure Agreement or any covenant;
   2. your violation of any law or the rights of any third party;
   3. any content, record or information you submit;
   4. your use or misuse of the platform; or
   5. any dispute between you and another keeper.
2. We may assume the exclusive defence and control of any matter subject to indemnification, and you agree to cooperate with that defence and not to settle any such matter without our written consent.

Accounts & termination

1. Closing your bank. You may close your bank from inside the platform once nothing you began is still open — no sealed covenant awaiting settlement, no pending offer, no listed offer, no open ask. The platform shows you each open item and how to clear it. A closure takes effect after 30 days and can be reversed within them by signing in.
2. What survives a closure. Your signed agreements — this document, the Privacy Notice and the Non-Disclosure Agreement — are kept permanently. Records of covenants you made stay in your former counterparties’ books under your bank’s name, because their record is also theirs. Fraud, security and legal records are retained for the periods the law requires. Everything else about you is deleted or made unrecoverable.
3. Contact. An email address and a phone number are both required to keep a bank. Texts are used for security codes and covenant notices only — never marketing.
4. Suspension and termination by us. We may suspend, restrict or terminate your access, in whole or in part, where you breach these Terms or the law, where we are required to by a regulator, court or sponsor bank, where your identity or eligibility cannot be confirmed, or where we reasonably believe continued access poses a risk to any keeper, the platform or its integrity. Where practicable we will tell you why. Obligations under sealed covenants survive the closing of an account in every case, and every provision that by its nature should survive — including the confidentiality, enforcement, intellectual-property, liability, indemnification and dispute provisions — does so.

Arbitration & class waiver

1. Governing law. These Terms and any dispute arising out of or relating to them or the platform are governed by the laws of the State of California and applicable federal law, without regard to conflict-of-law principles. Any matter not subject to arbitration shall be brought exclusively in the state or federal courts located in California, and you consent to their personal jurisdiction.
2. Informal resolution first. Before starting any proceeding you agree to send written notice of the dispute to privacy@alirayale.com and to attempt in good faith to resolve it with us for sixty (60) days. Disputes under a covenant follow the covenant’s own path first — see Late tenders & recovery.
3. Binding arbitration. Except as provided below, any dispute not resolved informally shall be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, before a single arbitrator, in the county where you reside or by video, under the Federal Arbitration Act. The arbitrator may award any relief a court could award to the individual claimant. Either party may bring a qualifying claim in small-claims court instead, and either party may seek injunctive or other equitable relief in court to protect intellectual property, confidential information or the integrity of the platform.
4. Class-action and jury-trial waiver. To the fullest extent permitted by law, you and we each waive the right to a jury trial and the right to participate in any class, collective, consolidated or representative action. Claims may be brought only in an individual capacity. If this waiver is found unenforceable as to a particular claim, that claim shall proceed in court, and the remainder of this article shall continue to apply.
5. Opt-out. You may reject this arbitration agreement by sending written notice to the address above within thirty (30) days of first accepting these Terms, stating your name and that you decline arbitration. Opting out does not affect any other provision.
6. Survival, and the order of documents. Where these Terms and the Non-Disclosure Agreement could be read differently on confidentiality, that Agreement governs; where they could be read differently on a covenant’s own terms, the sealed covenant governs between its keepers; in all other matters these Terms govern.
7. Third-party beneficiaries. A keeper who is harmed by another keeper’s breach of the conduct article may enforce it against that keeper; no other person has any right under these Terms.
8. Electronic agreement. You consent to transact electronically, and your acceptance recorded with the version and effective date of this document has the same effect as a signature (15 U.S.C. §7001; Cal. Civ. Code §1633.7).
9. Equitable relief preserved. Nothing in the dispute article limits our right to seek injunctive relief in any court of competent jurisdiction to stop conduct described in Prohibited uses.

General provisions

1. Entire agreement. These Terms, the Privacy Notice, the Non-Disclosure Agreement and the terms of each covenant you seal constitute the entire agreement between you and Ali Rayale Company regarding the platform and supersede all prior understandings.
2. Severability. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force.
3. No waiver. Our failure to enforce any provision is not a waiver of it or of our right to enforce it later.
4. Assignment. You may not assign or transfer these Terms or your account; we may assign them to a successor or affiliate in connection with a reorganisation, financing or transfer of the business, and to a licensed sponsor or successor where required by law.
5. Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including outages of third-party infrastructure, acts of government, or the halt of money movement under a reconciliation or regulatory hold.
6. Notices. We may give notice through the platform, by email or by text to the contact you keep on file; you are responsible for keeping it current.
7. Changes. We may update these Terms; material changes are notified on the platform and take effect after notice, and your continued use after that date is acceptance. Where a change is adverse to you, you may close your bank before it takes effect under the article above.
8. Headings are for convenience only and do not affect interpretation.