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Proveniq Capital
Version 7.1 (Final Clean Release)
December 9, 2025
Production Ready
1. Consumer Loan & Security Agreement
The Core Contract
2. Statement of Credit Denial
Adverse Action Notice
3. Notice of Default & Right to Cure
The 'Warning Shot'
4. Notice of Plan to Sell Property
Notice of Intended Disposition
5. Ops & Engineering Checklist
Deployment Logic
6. State Compliance Matrix
For Legal Counsel
Document 1
UX INSTRUCTION: Fields marked [INITIALS] require mandatory, logged user interaction. Do not allow "Select All."
Proveniq Capital, LLC ("Lender") will offer secured consumer installment loans ("Collateralized Personal Value Loans"), documented by this Loan Agreement and Security Agreement (the "Agreement").
Loan Amounts:
Repayment Terms:
Prepayment: Borrower may prepay in whole or in part at any time without penalty.
TILA Supremacy: In the event of any conflict between this Agreement and the TILA Disclosure regarding APR, Finance Charge, Amount Financed, or Payment Schedule, the terms of the TILA Disclosure shall control.
Fees are imposed only to the extent permitted by applicable state law:
Origination Fee
Deducted from proceeds
Late Fee
Whichever is less (or state limit)
Returned Payment Fee
For NSF or failed transfers
A. Grant of Interest
Borrower grants Lender a first-priority security interest in the personal property identified in the Loan Schedule (the "Collateral"), pursuant to Article 9 of the Uniform Commercial Code ("UCC"). Lender represents that it will not attempt to recover or dispose of any Collateral unless it holds a valid, perfected security interest or lien of record.
B. Limited Power of Attorney
Borrower irrevocably appoints Lender as their attorney-in-fact. This power is limited strictly to: (i) executing financing statements or title documents necessary to perfect Lender's security interest; and (ii) disposing of the Collateral upon Default in accordance with UCC Article 9. This power allows for full power of substitution and automatically terminates once all obligations under this Agreement are satisfied.
By initialing here, Borrower expressly consents to:
Digital Tethering
Installing "CollateralLock" on pledged electronic devices.
Physical Tracking
Attaching "SmartTags" to pledged physical assets.
Data Transmission
Transmission of device status, heartbeat signals, and (upon Default) location data.
Lost/Stolen Protocol
Must notify Lender immediately if Collateral is lost or stolen.
No Sale or Encumbrance
Borrower shall not sell, lease, gift, or create any other lien on the Collateral without Lender's prior written consent.
Risk of Loss
Borrower bears the entire risk of loss, theft, destruction, or damage to the Collateral.
Maintenance
Borrower agrees to keep the Collateral in good working order and not to remove, disable, or tamper with any security technology.
Borrower is in Default if:
Upon Default, and subject to notice requirements under applicable law, Lender may exercise the following remedies:
No Breach of Peace: Lender will not enter any dwelling, locked structure, or non-public area without the Borrower's express contemporaneous consent or a court order. Lender will not proceed with repossession over the Borrower's express oral objection at the scene.
Aggregate Cap: Except as prohibited by law, Lender's aggregate liability for direct damages shall not exceed the total fees paid by Borrower to Lender in the twelve (12) months preceding the event giving rise to the claim.
8. Usury Savings Clause
If the Agreement implies a rate exceeding the maximum permitted by law, the excess shall be applied to Principal reduction.
9. Indemnification [INITIALS]
Borrower agrees to indemnify Lender from claims arising from Borrower's breach. Does not apply to Lender's gross negligence.
10. Arbitration & Class Waiver [INITIALS]
Mandatory binding arbitration via AAA or JAMS. Class action waiver with McGill Rule exception for public injunctive relief.
11. Severability & Survival
Invalid provisions modified to minimum extent necessary. Arbitration, Indemnification, Liability, and Privacy survive termination.
12. Electronic Records & Language Access [INITIALS]
E-SIGN Act consent for electronic records. English version controls if translations provided.
Document 2
Regulatory Context: ECOA/Reg B (12 C.F.R. § 1002.9). Must be sent within 30 days of declining a completed application.
Date:
[Date]
Applicant Name:
[Name]
Application ID:
[ID Number]
(Ops Note: Select no more than 4 reasons based on decision engine, per Reg B guidelines)
The federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age; because income derives from public assistance; or because the applicant has exercised any right under the Consumer Credit Protection Act.
Document 3
Regulatory Context: Send before activating Kill Switch or Repossession. Check state laws for minimum cure periods (e.g., 20 days).
This notice concerns your Proveniq Capital Collateralized Personal Value Loan dated [Loan Origination Date] in the original principal amount of [Original Amount].
You have the right to cure this default by [Cure Deadline Date]. If you pay the Total to Cure and bring your account current by that date, your loan will be reinstated as if no default had occurred.
Past-due payment(s)
[Amount]
Late fees & charges
[Amount]
Total to Cure
[Cure Amount]
If you do not cure your default by [Cure Deadline Date], we may:
Document 4
Regulatory Context: UCC § 9-614 (Consumer Goods Safe Harbor). Send after repossession but before sale.
Because you have not paid your debt to Proveniq Capital as agreed, we have taken possession of the following collateral:
Description:
[Item Description]
Serial/ID Number:
[ID Number]
You will be able to get the Property back at any time before we sell it by paying us the full amount you owe, plus our expenses.
Outstanding Balance
$[Amount]
Repo/Storage Costs
$[Amount]
Total to Redeem
$[Total]
Surplus
If we get more money than you owe, you will get the extra money.
Deficiency
If we get less money than you owe, you [will/will not] still owe us the difference.
Document 5
[INITIALS] Implementation
Map to mandatory, distinct click-to-initial fields in e-sign provider (DocuSign/HelloSign).
Logging
Record Timestamp (UTC), IP Address, and Device ID for each initial event, not just final signature.
No "Select All"
Disable any "batch initial" features to ensure deliberate consent.
Trigger
Auto-send Document 2 within 30 days of status = Rejected.
Reason Codes
Map internal rejection codes to Reg B list. Cap output at 4 reasons max.
Cure Period
Hard-code state-specific minimums (e.g., CA=15 days, IA=20 days) into "Cure Deadline Date" field.
Kill Switch Safety
Before firing Lock_Device API call, system must check:
Disposition Hold
Place "Do Not Sell" hold on repossessed inventory until date in Document 4 passes.
Document 6
Context: This is the bridge between Legal and Engineering. Legal fills it out; Engineering configures platform logic based on these values.
| State | Max APR (Tier 1) | Max APR (Tier 2) | Late Fee Cap | Min. Cure Period | Right to Cure Reset? | Repo Notice Period | Deficiency Permitted? |
|---|---|---|---|---|---|---|---|
| AL | 36% | Uncapped >$2k | $18 or 5% | 10-15 days | Yes | 10 days | Yes |
| CA | 36%+FFR | 36%+FFR | $15 | 15 days | Yes | 15 days | Limited |
| FL | 36% | 30% | $15 | 12 days | Yes | 10 days | No if <$2k |
| NY | 24.99% | 24.99% | $0 | 30 days | Yes | 20 days | Disfavored |
| TX | ~32% | ~32% | 5% | 20 days | Yes | 10 days | Yes |
This documentation package is for internal use and legal review. All documents must be reviewed by licensed counsel in each jurisdiction before deployment. Version 7.1 — December 9, 2025.