Becoming-Bankable

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End User Agreement

Welcome to Becoming-Bankable!

The terms and conditions of this End User Agreement (“Agreement”) govern the use of the Becoming-Bankable website located at www.becoming-bankable.com (the “Site”) and the related services (“Services”) (collectively, the Site and the Services are the “Platform”) by users who register to use the Platform (“User, “you,” or “your”). The Platform is owned and operated by Elite Small Business Advisors, Inc. dba Becoming-Bankable (“Becoming-Bankable,” “we,” “us,” or “our”), a State of Wyoming corporation. By purchasing access to or by otherwise using the Platform, you are agreeing to all of the terms and conditions contained in this Agreement.

This Agreement controls your legal relationship with us and the rights you grant to us when you use the Platform. Please read the terms of this Agreement carefully before using the Platform.

THIS AGREEMENT CONTAINS A MANDATORY AND BINDING INDIVIDUAL ARBITRATION CLAUSE, CLASS ACTION WAIVER, WAIVER OF RIGHT TO A JURY TRIAL, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.

1. Acceptance

By accessing and using the Platform, you agree to accept and abide by this Agreement for each and every use of the Platform. You represent and warrant that you enter this Agreement on your own behalf and not on behalf of any organization or other individual. If you do not agree with all the terms and conditions of this Agreement, please do not access or use the Platform.

By agreeing to this Agreement, you also agree to the terms of our Privacy Policy, available at www.becoming-bankable.com/privacy.

2. Updates

We reserve the right to modify this Agreement anytime by posting an updated Agreement on our Site. We may also, at our sole discretion, email registered Users with a notice of changes. You are responsible for regularly reviewing this Agreement, and your continued use of the Platform after the effective date of the updated Agreement constitutes your acceptance of the updated Agreement. If any modification is unacceptable, you shall cease using the Platform. If you have any questions about this Agreement, you may contact us at info@becoming-bankable.com.

3. Eligibility to Use the Platform

You may only access the Platform if you are in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You must be 18 or older to access or use the Platform. Any access or use of the Platform by anyone under 18 is strictly prohibited and violates this Agreement.

Our Platform is located within the United States and is not intended to be subject to any non-US jurisdiction or law. The Platform may not be appropriate or available for use in some US and/or non-US jurisdictions. Any use of the Platform is at your own risk, and you must comply with all applicable laws and regulations in using the Platform. We may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose, at our sole discretion.

4. Our Platform

Our Platform combines technology services with virtual and live professional services to assist Users in “becoming bankable.” The Platform provides Users with access to the business success system software-as-a-service solution that helps small business owners build credit to obtain business funding (“Becoming-Bankable System”). To access certain features of the Business Success System, you must purchase a license (“Becoming-Bankable License”), which includes either a virtual or live coaching support service. Additionally, the Platform allows Users to connect with financial institutions that may offer advice and business funding opportunities (“Becoming-Bankable Loans”).

5. Platform Disclaimers

  • Platform Availability. We do not make any warranty, guarantee, or representation that the Platform will be available at all times or that it will be error or interruption-free. The access to your User Account (defined below) and the response and performance of the Platform may be adversely affected due to software errors, high volume of internet traffic, server outages, and other related factors outside our control. We have no responsibility for such interruptions, and you solely assume those risks.
  • No Financial Advice. We do not act in any way except to connect Users with Third-Party Services providers through our Platform. We do not offer any financial, investment, legal, or tax advice, or provide any other kind of advice, opinions, or recommendations. Any content presented on the Platform by us is for informational purposes only.
  • No Endorsement or Partnership. Unless expressly stated otherwise on the Platform, we do not select, recommend, or endorse any financial services, commercial lenders companies, or third-party provider listed on or linked through the Platform. We are not a partner, joint venture, employer, or affiliated with any financial services or brokerage companies that may provide products or services on or through the Platform. This Agreement does not apply to any financial advice or lending services provided by a Third-Party Services (defined below) provider to you through the Platform, and any such information or advice is strictly between you and the applicable Third-Party Services provider.
  • No Guaranteed Success. We may display testimonials and case studies on our Platform that reflect the successful experience of other Users, but such information does not indicate future success or a guarantee that you will obtain the same results by using the Platform.
  • Third-Party Services. Becoming-Bankable does not warrant or guarantee the accuracy, reliability, or usefulness of any information, content, advertisements, strategies, products, or services offered or provided by Third-Party Services (defined below) provider through your access or use of the Platform.

6. Access to the Platform
We grant you, and you alone, a non-exclusive, non-transferable, non-assignable, and revocable right to access and use the Platform subject to the terms and conditions of this Agreement. The rights granted herein are subject to the payment of all Services Fees (defined herein) specified at the time of purchase and the Platform shall be available to you during the period specified at the time of registration. You may access and use the Platform for its intended purpose, in accordance with the terms and conditions outlined in this Agreement, and in accordance with all applicable laws.

7. Limitations
The rights granted herein are limited to Becoming-Bankable’s and its licensor’s Intellectual Property Rights (defined below) in the Platform. Software products not proprietary to Becoming-Bankable, including, without limitation, Third-Party Services, are provided under license from their respective proprietary owner(s).

8. Prohibited Uses
Without limitation, in using the Platform, you agree to not:

  • Reproduce, duplicate, copy, sell, resell, or exploit for commercial purposes any portion of the Platform, use of the Platform, or access to the Platform, without our express written consent;
  • Share nonpublic features of the Platform or content available on the Platform with any third party;
  • Use the Platform in any way to discriminate against any individual or class of individuals protected under federal, state, or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist, or discriminatory activities or outcomes;
  • Use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person, or that violates any applicable law;
  • Modify or create derivative works based on the Platform;
  • Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • Remove or alter any copyright, watermark, attribution marks, or other proprietary notices on the Site or contained in the software used to provide the Platform;
  • Use or access the Platform to provide service bureau, time-sharing, or other computer hosting services to third parties;
  • Upload, download, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment;
  • Disrupt or interfere with the security of, or otherwise abuse, the Platform, system resources, accounts, servers, or networks connected to or accessible through the Platform or affiliated or linked to the Platform;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide the Platform;
  • Access, tamper with, or use non-public areas of the Platform. Unauthorized individuals attempting to access these areas of the Platform may be subject to prosecution;
  • Disrupt or interfere with any other Users’ enjoyment of the Platform;
  • Use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission;
  • Access the Platform to build a similar or competitive product;
  • Frame or link to the Platform except as permitted in writing by us; or
  • Use or share your account with other Users or third parties.

9. Platform Support
We will provide support for the Platform to Users with an active Becoming-Bankable License. Users can submit help desk ticket requests by emailing us at info@becoming-bankable.com. We will reasonably respond to support requests within twenty-four (24) hours, except for weekends and federal holidays. However, no guarantees or warranties are given that support requests will be resolved within any particular time frame or that we will satisfactorily answer or resolve any requests.

10. User Account
To access the Becoming-Bankable System, you must create an account (“User Account”). In creating your User Account, you must:

  • Provide complete, accurate, and current contact information, including your name, mailing address, email address, and phone number (“Contact Information”);
  • Create a username and password (“Credentials”); and
  • Complete payment for applicable fees, if applicable, through our Payment Processor (defined below).
You are solely responsible for safeguarding your User Account and Credentials, and we shall not, in any way, be responsible for your intentional or unintentional alteration, deletion, or misuse of your Contact Information. You may edit your Contact Information and how you interact with the Platform by contacting us at info@becoming-bankable.com.

You are responsible for maintaining the confidentiality of your Credentials and account, and for all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your Credentials or User Account or any other security breach, and ensure that you exit from your User Account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

By creating your User Account, you represent and warrant that:

  • Your Contact Information is accurate and updated;
  • You have and will continue to comply with all federal, state, and local laws, and regulations applicable to your use of the Platform for its intended purposes; and
  • You agree to be bound by the terms of this Agreement.

11. Fees and Payments
Your access and use of the Platform are subject to the payment of all fees as specified at the time of registration (“Services Fees”). Services Fees are billed to you in advance, and, unless stated otherwise, all Services Fees are payable in U.S. Dollars. Services Fees are non-cancellable and non-refundable when paid, and we may only provide refunds at our discretion on a case-by-case basis.

12. Payment Processing

All payments made through the Platform are made and processed through a third-party payment processor such as Stripe (“Payment Processor”). We do not access or store any financial information, including, without limitation, credit card numbers, bank account numbers, or any other information by which a charge can be made. By utilizing Stripe or any other third-party payment processor, you agree to their separate Terms of Service and/or Privacy Policy. We reserve the right to change the Payment Processor at any time. You understand and agree that we will not be held liable for your failure to complete a transaction through a Payment Processor on the Site. We are in no way responsible for resolving any dispute, support, penalty, or issue that may occur between you and the Payment Processor.

If you purchase Becoming-Bankable Licenses from an Affiliate (defined below), they may use their own payment processor or otherwise collect payment through other means. This Section does not apply to payments made directly by or through an Affiliate.

13. Suspension and Termination

You may terminate this Agreement anytime by contacting us at info@becoming-bankable.com. If you cancel your Becoming-Bankable License, you will no longer be able to access the Platform. We may suspend or terminate your use of the Platform, or any components or features thereof, at any time if, in our sole discretion:

  • Your use of the Platform is in violation of this Agreement or applicable law.
  • We reasonably believe that your use of the Platform could cause damage to the Platform or the rights of other Users.
  • For any other reason, even if not expressly outlined in this Agreement.

Our right to suspend and/or terminate your account does not limit our right to seek any other remedy through this Agreement or at law.

Suspension or termination of your User Account may result in the deletion of your Contact Information and other account information that is saved in or associated with your User Account. Upon suspension or termination of your User Account, you agree to immediately stop accessing or using the Platform.

14. Preservation of Your Account Information

We reserve the right, but not the obligation, to maintain your User Account information even after you cancel or terminate your account with us. You acknowledge and agree that we may preserve your account information and may also disclose your account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

  • Comply with legal processes.
  • Enforce this Agreement.
  • Protect our rights, property, or personal safety of other Users or the public.

Additionally, we may maintain your User Account Information to provide you with the opportunity to restart your access to the Platform after cancellation. If you wish for your User Account information to be deleted, you can request such deletion by contacting us at info@becoming-bankable.com. For more information about how we may use or store your User Account information, including personal information, please see our Privacy Policy.

15. Proprietary Rights

“Intellectual Property Rights” means any and all of the following in any and all jurisdictions throughout the world (whether registered or unregistered):

  • Patents and patent applications (including continuations, continuations-in-part, divisional, reexaminations, reissues and extensions thereof).
  • Copyrights.
  • Trademarks, trade dress, service marks and other similar designations of source of origin, together with the goodwill symbolized by or associated with the foregoing.
  • Trade secrets.
  • All other proprietary or intellectual property rights under any law or international conventions throughout the world.

We, our licensors, and any Third-Party Services providers reserve all Intellectual Property Rights in and to the Platform. You acknowledge and agree that this Agreement does not grant you any title or right of ownership in or to the Platform, or to any enhancements, customizations, integrations, modifications, suggestions, Feedback (defined below), features or feature requests, or improvements that are developed, associated, or integrated into the Platform.

The Platform may contain proprietary notices and/or attribution notices that shall not be removed, modified, or obstructed by you in any way. Any Becoming-Bankable or Third-Party Services provider tradenames and trademarks, logos, and all other service marks or trademarks of third parties provided on the Platform (“Marks”) are trademarks or registered trademarks of Becoming-Bankable, its affiliates, partners, and licensors, or the respective third-party owner. You may not use, copy, reproduce, republish, post, transmit, distribute, or modify the Marks in any way, including in advertising or publicity, without our prior written consent.

16. Feedback

“Feedback” means any communications or materials sent or transmitted from you to us suggesting or recommending changes to the Platform, including but not limited to new features or functionality relating thereto, or any comments, questions, or the like. By submitting Feedback to us directly or through the Platform, you acknowledge and agree that:

  • Your Feedback does not contain confidential or proprietary information.
  • We are under no obligation of confidentiality, expressed or implied, with respect to the Feedback.
  • We may use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, in any media worldwide.
  • We may have something similar to the Feedback already under consideration or in development.
  • Your Feedback automatically becomes the property of Becoming-Bankable, without any obligation of Becoming-Bankable to you.
  • You are not entitled to any compensation or reimbursement of any kind from Becoming-Bankable under any circumstances.

17. Confidentiality

“Confidential Information” means all confidential information disclosed under this Agreement or through the Platform, that a reasonable person would consider confidential. Confidential Information shall not include information that:

  • Is or becomes generally known or available to the public through no fault of the receiving party.
  • Is already known by the receiving party at the time of disclosure through no wrongful act of the receiving party.
  • Is furnished by a third party with the right to do so.
  • Is independently developed by the recipient without use of or reference to the Confidential Information.
  • Is considered Feedback as defined herein.

The parties agree not to use or disclose any Confidential Information except for the purpose of meeting obligations related to the provision of the Platform. The parties further agree to maintain such Confidential Information in strict confidence during the term of access and beyond.

18. Data Protection

“User Data” means all of User’s content, information, algorithms, custom notifications, alerts, and other data, including:

  • Information input directly into the Platform by you.
  • Data made accessible or available to the Platform through Third-Party Services.
  • Data stored on Third-Party Services that is readable by the Platform.
  • Related Data arising from use of the Platform.

We will maintain commercially reasonable administrative, physical, and technical safeguards to protect your User Data. However, you acknowledge that hosting content online involves risks of unauthorized disclosure or exposure and assume such risks when using the Platform.

19. License to User Data

You grant us a non-exclusive, royalty-free, assignable, transferable, sublicensable, and irrevocable right and license to use, reproduce, adapt, and distribute User Data as reasonably necessary (i) to provide the Platform as required under this Agreement and to exercise its other rights, and perform its other obligations, under this Agreement, and (ii) to use and disclose information contained in or derived from your information or Related Data, on an anonymous (de-identified) basis only, for statistical, analytical, research, marketing, product/service improvement, and other commercial purposes. The license at this subsection will survive the termination or expiration of this Agreement for any reason.

We are not responsible for any intentional or unintentional misuse of User Data by you (including by any individual you provide access to your User Account and/or your Credentials) and/or by Third-Party Services providers to whom you have granted access via the Platform. You understand that you are responsible for safeguarding User Data and for backing up and restoring it.

20. User Privacy

Our Privacy Policy, located at www.becomingbankable.com/privacy, sets out the categories of personal data and other data we collect, and how we collect, store, and use it. By accepting this Agreement, you expressly consent to our disclosure and use of your information as described in our Privacy Policy. We encourage you to read our Privacy Policy before you submit any personal information to the Platform. Without limiting the terms and conditions of our Privacy Policy, you acknowledge and agree that we may disclose your personal information, including your name, email address, and account activity, when we believe, in our sole discretion, that such disclosure is necessary or appropriate to:

  • comply with legal processes;
  • enforce this Agreement;
  • investigate the use of or respond to alleged violations or infringement of Third-Party Content;
  • protect our rights, property, or personal safety or that of other Users or the public.

21. Third-Party Content

The Platform may contain content or links to third-party apps, services, websites, and other content not owned or controlled by us (“Third-Party Content”). We do not endorse or assume any responsibility for any such Third-Party Content. If you access Third-Party Content from the Platform, you do so at your own risk, and you understand that this Agreement and our Privacy Policy do not apply to your use of such Third-Party Content. You expressly relieve us from any and all liability arising from your use of any Third-Party Content, and any terms related to Third-Party Content are solely between you and the Third-Party Content provider. You agree that we will not be responsible for any reliance or damages of any sort relating to your use of Third-Party Content.

22. Third-Party Services

The Platform may provide access to or integrate with third-party apps, services, websites, and other services not owned or controlled by us (“Third-Party Services”). All Third-Party Services are provided “As-Is,” and we do not warrant, endorse, or assume any responsibility for any Third-Party Services, regardless of whether they are required to use our Platform. You expressly relieve us from any and all liability arising from your use of Third-Party Services, and any use by you of such Third-Party Services is solely between you and the applicable Third-Party Services provider. If you access Third-Party Services from the Platform, you do so at your own risk, and you understand that this Agreement does not apply to your use of such Third-Party Service. We shall not be responsible for any:

  • disclosure, modification, or deletion of your Personal Information or Your Content resulting from access by Third-Party Services;
  • downtime or unavailability of any Third-Party Services outside our reasonable control;
  • indirect, special, incidental, punitive, or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use or the inability to use a Third-Party Platform.

23. Becoming-Bankable Software

When you purchase a Becoming-Bankable License, you will receive access to the Business Success System, which is provided by a Third-Party Services provider and is owned and operated by OwnersPath, Inc. (“OwnersPath”). We grant you the Becoming-Bankable License under license from OwnersPath, which may be subject to additional terms and conditions established by OwnersPath and presented to you on the Platform. You acknowledge that OwnersPath may modify its pricing and the terms and conditions upon which we grant you access or on which you may use OwnersPath at its sole discretion. In such an event, we reserve the right to modify this Agreement and/or stop providing access to OwnersPath.

You further acknowledge that we may, at our sole discretion:

  • select and provide a replacement for OwnersPath; or
  • cease providing Becoming-Bankable Licenses without any obligation to you.

24. Live Coaching

You may choose to purchase a Becoming-Bankable License that includes live coaching. Live coaching is provided by a Third-Party Services Provider, Mauch Consulting LLC dba Bankable Business Services (“BBS”), and we do not control and are in no way responsible for the information or advice provided by BBS through the Becoming-Bankable System. Live coaching is provided for your information and benefit, but such services are provided “as is” and without any warranty or promise of any kind. We do not, without limitation, represent, warrant, or guarantee that the services provided by BBS will meet your expectations, comply with applicable laws, or achieve any intended results.

You further acknowledge that we may, at our sole discretion:

  • select and provide a replacement for BBS, or
  • cease providing live coaching services without any obligation to you.

25. Becoming-Bankable Loans

While accessing and using the Platform, you may opt-in to receive offers, promotions, and other communications from commercial banks and lending institutions. You acknowledge and agree that if you opt into such communications, we may share your Contact Information with applicable third-party financial institutions. You further acknowledge and agree that, unless otherwise specified, we are not affiliated with such financial institutions. Any interactions between you and a financial institution are entirely between you and the applicable financial institution.

26. Becoming-Bankable Partners

We may authorize the sale of the Platform through an authorized reseller (“Affiliate”). If you purchase access to the Platform through an Affiliate, all payments of Services Fees will be made directly to the Affiliate. Affiliates may provide the Platform and related services under separate terms or agreements to which we are not a party (“Affiliate Agreement”). We are not responsible in any way for services performed by Affiliates with whom you contract or through whom you purchase or access the Platform. WE EXPRESSLY DISCLAIM ANY LIABILITY ARISING OUT OF THE USE OF AN AFFILIATE, REGARDLESS OF WHETHER SUCH AFFILIATE IS DESIGNATED AS “AUTHORIZED,” “CERTIFIED,” OR “APPROVED” BY US.

27. Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTY CONTAINED HEREIN, IF ANY, THE PLATFORM IS PROVIDED “AS-IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND AND WE MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, THAT:

  • (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS;
  • (II) THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE;
  • (III) DEFECTS, IF ANY, WILL BE CORRECTED;
  • (IV) THE INFORMATION OR CONTENT PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, OR CURRENT; OR
  • (V) THE PLATFORM, ITS SERVERS, CONTENT, OR EMAILS SENT FROM OR ON OUR BEHALF ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS, OR OTHER HARMFUL COMPONENTS.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, ORAL, OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR ARE OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE FURTHER DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. YOU AGREE THAT YOUR USE OF THE PLATFORM OR PURCHASE OF ANY PRODUCTS OR SERVICES HEREUNDER IS NEITHER CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES.

28. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, OUR OWN NEGLIGENCE, SHALL WE OR OUR OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING THE PLATFORM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES PROVIDED BY US. THIS LIMITATION APPLIES TO, WITHOUT LIMITATION:

  • (I) THE USE OR INABILITY TO USE THE PLATFORM;
  • (II) ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF ANY ELECTRONIC MESSAGES YOU SEND US;
  • (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY SERVICES OR CONTENT PURCHASED THROUGH OR FROM THE PLATFORM;
  • (IV) STATEMENTS OR CONDUCT OF ANY OTHER USER OR THIRD PARTY, WHETHER ONLINE OR OFFLINE;
  • (V) THE ABILITY OR NON-ABILITY TO QUALIFY FOR BUSINESS LOANS BASED ON THE DIRECTION OR INFORMATION PROVIDED BY THIRD-PARTY SERVICES THROUGH THE PLATFORM; OR
  • (VI) ANY OTHER MATTER RELATING TO THE PLATFORM.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL LIABILITY EXCEED THE AMOUNT OF SERVICES FEES PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE DATE THE CAUSE OF ACTION ARISES. ANY CLAIM ARISING UNDER THIS AGREEMENT MUST BE BROUGHT BY YOU WITHIN 12 MONTHS AFTER THE EVENTS GIVING RISE TO THE CAUSE OF ACTION ARE DISCOVERED, OTHERWISE YOU RELEASE US OF ANY SUCH CLAIM.

29. Allocation of Risk

You acknowledge and agree that we provide the Platform, including the Becoming-Bankable Licenses and access to Becoming-Bankable Loans on the Platform, in reliance upon the disclaimers of warranty and the limitations of liability contained herein, and that the terms of this Agreement reflect an allocation of risk between you and us (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the provisions herein form an essential basis of the bargain between you and us. If you are subject to applicable laws that prohibit you from indemnifying us as set forth herein or prohibit you from entering into the risk allocation arrangement as set forth herein, then the terms will apply to you to the fullest extent permitted by applicable law, it being understood that you and we each wish to enforce the provisions of this Agreement to the maximum extent permitted by applicable law.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

30. Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD HARMLESS US AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND OUR RESPECTIVE SUCCESSORS AND ASSIGNS (“INDEMNIFIED PARTIES”) FROM ANY THIRD-PARTY CLAIM, SUIT, PROCEEDING, OR GOVERNMENT ENFORCEMENT ACTIONS ARISING OUT OF, RELATED TO, OR ALLEGING AN INJURY OR LOSS CAUSED BY YOUR ACCESS AND USE OF THE PLATFORM THAT, WITHOUT LIMITATION, INCLUDES:

  • (I) YOUR ACCESS TO OR USE OF THE PLATFORM FOR ILLEGAL, FRAUDULENT, OFFENSIVE, OR TORTIOUS PURPOSES;
  • (II) YOUR VIOLATION OF THIS AGREEMENT;
  • (III) ANY VIOLATION BY YOU OF ANY APPLICABLE LAW;
  • (IV) YOUR USE OF THIRD-PARTY SERVICES; OR
  • (V) THE UNAUTHORIZED USE OF THE PLATFORM BY ANY OTHER PERSON USING YOUR CREDENTIALS.

IN ANY EVENT, WE WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE OF ANY SUCH SUIT OR PROCEEDING THROUGH COUNSEL OF OUR OWN CHOOSING AT OUR OWN EXPENSE. YOU WILL ALSO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ANY COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED IN RESPONDING TO ANY LEGAL ACTION, SUBPOENA, SEARCH WARRANT, OR COURT ORDER REQUIRING PRODUCTION OF INFORMATION OR DOCUMENTS RELATED TO SUBSECTION (I) THROUGH (V) ABOVE.

31. General Provisions

Entire Agreement. This Agreement and any amendments and any additional agreements you may enter with us in connection with the Platform constitute the entire agreement between you and us concerning the Platform.

Rights Cumulative. No right or remedy conferred upon or reserved to us is intended to be exclusive of any other right or remedy (unless such intent is expressly set forth in such provision), and every right and remedy shall be cumulative and in addition to any other right or remedy, now or hereafter legally existing upon any default.

Severability. In the event that any provision of this Agreement or any addenda is considered invalid, illegal, or unenforceable by a court of competent jurisdiction having authority to bind the parties under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.

No Waiver. Our failure at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. A waiver of any default by us will not be deemed a continuing waiver, but will apply solely to the instance to which such waiver is directed.

Headings; Summaries. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

No Transfer; No Assignment. This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

No Third-Party Beneficiaries. Unless expressly stated otherwise herein or in any applicable addenda, nothing in this Agreement is intended to or will confer upon any third party any right, benefit, or remedy of any nature whatsoever under or because of this Agreement.

Injunctive Relief. You acknowledge that a breach of the Proprietary Rights Section or Confidentiality Sections of this Agreement could cause irreparable injury to us that may not be adequately compensated in monetary damages. In the event of such a breach, we shall be entitled to seek equitable relief to protect our interests, including but not limited to preliminary and permanent injunctive relief.

Arbitration. For any dispute with us, you agree to first contact us at info@becoming-bankable.com and attempt to resolve the dispute with us informally for at least thirty (30) days before initiating any arbitration or court proceeding. In the event we are unable to resolve the dispute informally, you and we agree that:

  • Any dispute, claim, or controversy arising out of or relating to this Agreement shall be determined solely and exclusively by binding arbitration before a single arbitrator.
  • The arbitration shall be conducted by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules.
  • The arbitration will be conducted in Sheridan, Wyoming, unless otherwise agreed.
  • Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA rules.

The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award may be entered in any court of competent jurisdiction. This arbitration provision is governed by the Federal Arbitration Act.

No Class Action; No Jury Trial. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NO CLASS ACTION OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION OR OTHER PROCEEDING UNDER THIS AGREEMENT. UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Governing Law. The laws of the United States and the State of Wyoming shall govern this Agreement without regard to the principles of conflict of laws. Any dispute excluded from arbitration shall be resolved in the United States District Court for the District of Wyoming, or, if unavailable, the courts of the State of Wyoming, located in Sheridan County.

Limitations of Claims. The period of limitation for any cause of action arising out of, based upon, or relating to this Agreement is hereby reduced to twelve months after such cause of action arises.

Notices; Electronic Communication. By providing us with your email address, you consent to receive related communications electronically. You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy legal requirements. You may opt-out of Promotional Messages by clicking “Unsubscribe” or emailing us at info@becoming-bankable.com. Notices to us can be sent to:

Elite Small Business Advisors, Inc.,
30 N Gould St, Suite 44658,
Sheridan, WY 82801.

Force Majeure. Neither party shall be liable for failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, provided that it notifies the other party as soon as practicable and uses its best efforts to resume performance.

Technology Export. You shall not export the Platform except in compliance with applicable U.S. laws and regulations. This includes prohibitions on export to countries under U.S. embargo or designated as “terrorist-supporting” countries.

Contact. For questions regarding this Agreement, contact us at info@becoming-bankable.com.