Our Software License Agreement

1. License Grant and Scope of Use

2. Confidentiality

• a.Unauthorized Access: Each party (“Recipient”) agrees to keep confidential and not disclose or use any Confidential Information of the other party (“Discloser”) except as necessary to perform its obligations or exercise its rights under this Agreement. Recipient shall protect Discloser’s Confidential Information with the same degree of care it uses to protect its own confidential information of like nature, but not less than a reasonable standard of care. Access to Confidential Information shall be limited to those of Recipient’s personnel or contractors who have a legitimate need to know it for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those herein.
• b.Exceptions: Notwithstanding the foregoing, Confidential Information may be disclosed by Recipient if and to the extent required by law or court order, provided that (if legally permitted) Recipient gives Discloser prompt notice of the requirement and cooperates (at Discloser’s expense) in any efforts to prevent or limit the disclosure. Confidential Information also does not include information that Recipient can demonstrate by written records: (a) is or becomes publicly known without breach of any obligation; (b) was known to Recipient prior to disclosure by Discloser; (c) was independently developed by Recipient without use of Confidential Information; or (d) is rightfully obtained from a third party without breach of any duty.
• c.Return/Destruction: Except for Customer Data which is addressed in Section 5.D, upon Discloser’s written request, Recipient shall promptly return or destroy (and certify in writing the destruction of) all of Discloser’s Confidential Information in its possession or control. However, Recipient may retain one archival copy of Confidential Information if required for legal or compliance purposes, subject to ongoing confidentiality obligations
• d.Confidentiality Period: The obligations in this Section 2 shall commence upon disclosure and continue for a period of twelve (12) months thereafter; provided that trade secrets shall remain confidential for so long as they are protected as trade secrets by law.

2. Intellectual Property

• a.Company Intellectual Property: As between the parties, Company (and/or its licensors) owns all Intellectual Property Rights in and to the Service, the Documentation, and any other materials or technology provided by Company under this Agreement, including all improvements, enhancements, or modifications thereto. Customer shall not earn or acquire any rights or licenses in the Service or Company’s intellectual property except as expressly set forth in this Agreement. Any rights not expressly granted to Customer hereunder are reserved by Company.
• b.Customer Intellectual Property: As between the parties, Customer (and/or its licensors) owns all Intellectual Property Rights in and to customer data and any other materials provided by Customer to Company. Nothing in this Agreement transfers ownership of Customer data to Company. All trademarks, service marks, and logos of Customer are and shall remain the property of Customer, and all trademarks, service marks, and logos of Company are and shall remain the property of Company. Except as expressly permitted in this Agreement, neither party may use the other party’s trademarks without prior written consent
• c.Third-Party IP Claims: The Company will defend and indemnify the Customer against any unaffiliated third-party claim that the Customer’s authorized use of the Service infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will cover any damages, costs, and reasonable attorney fees finally awarded or agreed in settlement. This is subject to the Customer: (a) promptly notifying the Company in writing; (b) giving the Company sole control of the defense and settlement; and (c) providing reasonable cooperation at the Company’s expense. If such a claim arises, the Company may (i) secure the right for the Customer to continue using the Service; (ii) modify or replace it to be non-infringing without materially reducing functionality; or (iii) terminate the Agreement and refund prepaid fees for the unused term. This obligation does not apply to claims from: (1) Customer data or content; (2) modifications not made by the Company; (3) combinations with products or services not supplied by the Company; or (4) use in violation of this Agreement or outside its intended purpose.
• d.Customer Indemnity: The Customer will defend, indemnify, and hold harmless the Company, its affiliates, and their officers, directors, employees, and agents from any third-party claim, liability, damage, or expense (including reasonable attorneys’ fees) arising from: (a) the Customer’s or its Authorized Users’ violation of this Agreement or applicable law; (b) Customer Data or content that infringes third-party rights or causes harm; or (c) services or advice provided by the Customer using the Service. The Company will: (i) promptly notify the Customer of any claim; (ii) give the Customer sole control of the defense and settlement (with Company consent required for any non-monetary obligations or admission of liability); and (iii) provide reasonable cooperation at the Customer’s expense.

4. Warranties and Disclaimers

• a.Service Warranty:: Company warrants that during the Subscription term, the Service will materially perform in accordance with the applicable documentation and that it will provide the Service with commercially reasonable skill and care. In the event of any breach of this warranty, Company’s responsibility and Customer’s exclusive remedy will be for Company to use diligent efforts to correct the non-conformity or, if Company is unable to correct the Service within a reasonable time (not to exceed 30 days), allow Customer to terminate the affected Service and receive a pro-rata refund of any pre-paid fees for the unused portion of the Subscription Term. This warranty applies only if Customer is in compliance with this Agreement and submits a warranty claim, including reasonable details, within thirty (30) days of discovering the non-conformity. This warranty shall not apply to any downtime or issues that (i) are caused by misuse or unauthorized modifications by Customer, (ii) occur during scheduled maintenance windows or due to emergency maintenance, (iii) result from Internet or other network conditions outside Company’s control, or (iv) are due to factors described in Section 8.D (Force Majeure). Company does not guarantee that the Service will be uninterrupted or error-free, but merely warrants the above service level of performance.
• b.No Legal/Financial Advice: Customer acknowledges that sbaloansHQ is a tool for managing loan processes and does not provide professional advice. Any guidance, calculations, templates, or analyses available through the Service are for informational purposes only and should not be construed as legal, accounting, or financial advice. Company makes no warranty that use of the Service will ensure Customer’s compliance with any laws or regulations (such as SBA rules, lending regulations, GDPR, CCPA, etc.), or that loan applications processed via the Service will be approved by lenders.
• c.Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED IN SECTION A, ABOVE, THE SERVICE AND ALL RELATED SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY (ON BEHALF OF ITSELF AND ITS LICENSORS) HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE SERVICE (E.G., LOAN OUTCOMES, ACCURACY OF REPORTS) WILL BE RELIABLE OR ACCURATE; OR (D) ANY ERRORS OR DEFECTS WILL BE CORRECTED (EXCEPT AS SET FORTH IN THE LIMITED WARRANTY ABOVE).

COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ISSUES OR FAILURES RESULTING FROM CUSTOMER’S NETWORK, HARDWARE, OR THIRD-PARTY SYSTEMS, OR FOR CUSTOMER DATA OR THIRD-PARTY CONTENT. CUSTOMER ASSUMES ALL RISK OF USE OF THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IN SUCH CASE, THE DURATION OF ANY REQUIRED WARRANTY SHALL BE LIMITED TO 30 DAYS FROM FIRST USE OF THE SERVICE.

5. Term and Termination

• a.Term: This Agreement commences on the effective date of Customer’s initial subscription (the “Effective Date”) and continues until all Subscription Terms for the Service have expired or are terminated as provided herein. Each Subscription Term (whether initial or renewal) is the period during which Customer is authorized to use the Service pursuant to the Agreement and relevant order form.
• b.Termination for Cause: Either party may terminate this Agreement before the end of the Term if the other party materially breaches any provision of the Agreement and fails to cure the breach within thirty (30) days after receiving written notice of the breach from the non-breaching party. However, Company may terminate the Agreement (or, at its discretion, just suspend Customer’s access to the Service) immediately upon notice if Customer breaches Section 1.B (Acceptable Use and Restrictions) or refusal to make payment, and fails to cure within 30 days. Additionally, Company may terminate the Agreement immediately if Customer is insolvent, makes an assignment for the benefit of creditors, or is involved in bankruptcy or similar proceedings that are not dismissed within 60 days.
• c.Effect of Termination: Upon expiration or termination of this Agreement for any reason: (a) all rights and licenses granted to Customer under this Agreement will immediately terminate, and Customer must cease all use of the Service; (b) if requested by Company, Customer will certify in writing that it has destroyed or deleted all copies of any Company Confidential Information or software in its possession (except as allowed under Section 2.C or below for data export); and (c) Customer shall pay any outstanding fees for the remaining portion of any Subscription Term (unless termination was by Customer for Company’s breach, in which case we will refund any pre-paid fees for the unused remainder of the Term on a pro rata basis). If this Agreement is terminated by Company for Customer’s breach, any fees for the remaining part of the term will become immediately due and payable as of termination, and any invoice for such fees shall be due net 30.
• d.Data Portability and Deletion: Following termination or expiration, Company will make Customer Data available for retrieval for a limited period of 30 days, upon written request by Customer within that period. Company has no obligation to retain Customer Data beyond that, and will thereafter delete or anonymize Customer data in accordance with Company’s data retention policies and applicable law. It is Customer’s responsibility to export or download its data prior to termination if possible, or within the post-termination retrieval period. Company may assist with data export in a commonly used format upon request (which may be subject to a reasonable fee if substantial effort is required and if the data was not readily downloadable by Customer). Notwithstanding the foregoing, Company may retain copies of Customer Data in backups or archives for the duration of their standard retention period, but such copies remain subject to confidentiality and will not be used for any active purpose. Company may also retain any data required to be retained for legal compliance or which is required for its internal business records (e.g., billing history), in each case only for so long as necessary.
• e.Survival: This The provisions of this Agreement that by their nature should survive termination, including but not limited to accrued payment obligations, confidentiality, indemnities, warranty disclaimers, limitation of liability, and governing law provisions shall survive any expiration or termination of this Agreement. Termination does not relieve either party of any liability or obligation incurred prior to termination.

6. Limitations of Liability

• a.Limitation on Direct Damages:TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IF NO FEE WAS PAID (FOR EXAMPLE, USE OF A FREE TRIAL), COMPANY’S LIABILITY SHALL NOT EXCEED $100 USD. THE EXISTENCE OF MULTIPLE CLAIMS OR INCIDENTS WILL NOT ENLARGE THIS CAP.
• b.Exclusion of Certain Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, or any loss of profits, revenue, business, savings, goodwill, or data, or business interruption, or procurement of substitute services, arising out of or in connection with this Agreement or the use or performance of the Service, even if that party has been advised of the possibility of such damages and even if a remedy fails of its essential purpose. The foregoing exclusion includes any liability that may result from third-party claims against Customer or Company.
• c.Exceptions: The limitations and exclusions in Sections 6.A and 6.B above shall not apply to: (i) Customer’s obligation to pay fees under this Agreement; (ii) either party’s liability for fraud, gross negligence, or willful misconduct; (iii) either party’s liability for death or personal injury caused by its negligence (to the extent such liability cannot be limited under law); (iv) Customer’s indemnification obligations under Section 3.D which are subject to the cap of Section 6.A, except for any third party damages awarded, which are uncapped to the extent Customer is obligated to pay them under Section 3.D); and (v) any liability which cannot be excluded or limited under applicable law. Additionally, nothing in this Agreement limits Customer’s responsibility for the payment of all properly due fees.

7. Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Alabama, USA, without regard to its conflict of laws principles.

8. General Provisions

• a.Independent Contractors:The relationship of the parties established by this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party has authority to bind the other or incur obligations on the other’s behalf without prior written consent.
• b.Non-Solicitation: During the term of this Agreement and for one (1) year thereafter, Customer agrees not to directly solicit for hire any employee of Company with whom Customer had direct contact in connection with the delivery of the Service, without Company’s express written consent.
• c.Assignment: Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to its successor in interest in connection with a merger, reorganization, acquisition, or sale of all or substantially all of its assets or equity (provided that if Customer is the assigning party, the assignee is not a direct competitor of Company). Any attempt to assign this Agreement in violation of the foregoing will be null and void. Subject to the above, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. Company may perform its obligations through its affiliates, provided Company remains responsible for the performance.
• d.Force Majeure: Neither party will be liable for any delay or failure to perform its obligations under this Agreement, except payment obligations, due to causes beyond its reasonable control, such as an act of God, war, terrorism, riot, embargo, fire, flood, pandemic, sabotage, strikes, other than strikes of its own employees, internet outage, utility failures, governmental act, or other similar events (“Force Majeure”). The affected party shall give prompt notice to the other and use commercially reasonable efforts to resume performance as soon as practicable. In the event that a Force Majeure event continues for more than thirty (30) days, either party may terminate the affected Order Form upon written notice.
• e.Export Compliance: The Service and related software may be subject to U.S. export control and economic sanctions laws (including the Export Administration Regulations (EAR) and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC)), and similar laws of other jurisdictions. Customer agrees not to export, re-export, or provide access to the Service to any individuals or entities in violation of such laws, including to any sanctioned or embargoed countries or to any person or entity on restricted-party lists. Customer represents that neither it nor any Authorized User is located in or a national of any country subject to comprehensive U.S. embargo, and that Customer is not on any U.S. government denied-party list.
• f.Notices: All notices under this Agreement must be in writing and delivered electronically. Notices to the Customer may be sent by email to the primary contact on record or posted within the Service (for routine communications). Notices to the Company must be sent by email to legal@sbaloanshq.com. A notice will be deemed received when the sending party’s email system records successful transmission, unless sent after 5:00 p.m. recipient time or on a non-business day, in which case it will be deemed received on the next business day. Each party must maintain a valid email address for notices and promptly update contact information as needed.
• g.Severability: A If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it enforceable (or, if not possible, eliminated), and the remaining provisions of this Agreement will remain in full force and effect. However, if a fundamental provision is ruled unenforceable, the parties will negotiate in good faith to modify this Agreement to achieve the original intent as closely as possible.
• h.Waiver: A waiver of any term or breach of this Agreement is effective only if given in writing by an authorized representative of the waiving party, and no such waiver shall operate or be construed as a waiver of any subsequent breach. Failure or delay by either party to enforce any term of this Agreement shall not be deemed a waiver of that term.
• i.Entire Agreement:This Agreement, together with all the Terms and Conditions and Privacy Policy, Lender Service Agreement and any exhibits, expressly incorporated, constitutes the entire agreement between Customer and Company regarding the Service and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to its subject matter. No terms in any Customer purchase order or business form will modify or supplement the terms of this Agreement, even if accepted or signed by the receiving party; such documents are for administrative purposes only. This Agreement may be amended or modified only by a written document executed by authorized representatives of both parties, except that Company may update the Terms and Conditions or Privacy Policy as allowed therein.
• j.Counterparts and Electronic Signature:If this Agreement is signed physically, it may be executed in counterparts, each of which will be deemed an original and all of which together constitute one instrument. Signatures delivered by facsimile, PDF, or other electronic means are deemed binding as if original. Alternatively, acceptance through an electronic click-through process or via a recognized e-signature platform (like DocuSign) is equally binding. The parties agree that any records required to be maintained in writing may be retained in electronic form and shall be considered adequate for evidentiary purposes.

IN WITNESS WHEREOF, the parties hereto have caused this Software License Agreement to be executed by their duly authorized representatives as of the Effective Date.

(If an online click-acceptance, Customer’s continued use of the Service shall constitute execution and acceptance of this Agreement.)