Texas SBA, Inc. | Loan Query Contract- Texas Small Business Association

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Texas SBA, Inc.
1712 E. Riverside Dr., #126
Austin, Texas, 78741, U.S.A.
(512) 692-4741, (switchboard)
(800) 295-5890, (fax)
membership@texassba.org
Www.texassba.org

Texas SBA, Inc., is a for-profit Texas corporation headquartered in the United States of America.

Texas SBA, Inc., "Financing Quering" Terms of Service Contract

I Authorize the submission of this information for purposes of Texas SBA, Inc., querying (brokering / packaging) my request for financing. I further acknowledge that the electronic submission of this information shall serve as my, the entity processing payment to Texas SBA, Inc., for this transaction's, digital signature for Texas SBA, Inc., to commence providing this service.

This Agreement ("Agreement") is by and between Texas SBA, Inc., ("Texas Small Business Association",)("Texas SBA",) of Austin, Texas, United States of America, a for-profit corporation, and You, Your heirs, agents, successors and assigns ("You"), and is made effective as of the date of electronic execution or the date of Texas SBA, Inc., processing payment for this Agreement, whichever has the earliest execution date. This Agreement sets forth the terms and conditions of Texas SBA, Inc., loan brokerage / packaging Services, Texas SBA, Inc. Membership (Texas SBA Membership), and use of Texas SBA, Inc., Software ("Software")/website, and explains Texas SBA, Inc.'s, obligations to You and Your obligations to Texas SBA, Inc., in relation to Texas SBA, Inc., loan brokerage / packaging Services, Texas SBA Membership, and use of the Software/website that You purchase.

This Agreement as well as any additional Texas SBA, Inc., policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and Texas SBA, Inc., concerning Your use of Texas SBA, Inc., loan brokerage / packaging Services, Texas SBA, Inc. Membership (Texas SBA Membership), and use of Texas SBA Inc., Software ("Software")/website and supersede and govern all prior proposals, agreements, or other communications. By purchasing Texas SBA, Inc., loan brokerage / packaging Services, You receive Texas SBA, Inc., Membership, and gain access to Texas SBA, Inc., Software/website.

You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which Texas SBA, Inc., may establish from time to time, and any agreements that Texas SBA, Inc., is currently bound by or will be bound by in the future.

In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with Texas SBA, Inc., whether or not the transactions were in Your behalf. You acknowledge that Texas SBA, Inc.’s acceptance of any application made by You for loan brokerage / packaging Services provided by Texas SBA, Inc., will take place at the discretion of Texas SBA, Inc. Texas SBA, Inc., may terminate this Agreement at the discretion of Texas SBA, Inc., and not be held responsible to refund any portion or all of any payment(s) made prior to the date of this Agreement being terminated.

1. TERM OF AGREEMENT; MODIFICATIONS.

You agree that Texas SBA, Inc., may modify this Agreement and the Services from time to time. You agree to be bound by any changes Texas SBA, Inc., may reasonably make to this Agreement when such changes are made. With this Agreement You are purchasing Texas SBA, Inc., loan brokerage / packaging Services which includes Texas SBA, Inc., Membership and access to Texas SBA, Inc., Software/website for the term of this Agreement which shall continue in full force and effect until You or anyone acting as Your Agent, cancels Texas SBA, Inc., Services, Membership, or Software. This Agreement shall continue in full force and effect and will be automatically renewed with payment taken from the Payment Method You have on file with Texas SBA, Inc., at Texas SBA, Inc.'s then current rates for Texas SBA, Inc., Membership. All cancelations of Texas SBA, Inc., Services, Membership, or Software must be in writing and sent via e-mail to membership@texassba.org.

In the event You terminate Your relationship with Texas SBA, Inc., no refund of any amounts You have paid will be granted. You agree that Texas SBA, Inc., shall not be bound by any representations made by third parties who You may use from Texas SBA, Inc., referring you to said third party, and that any statement of a general nature, which may be posted on Texas SBA, Inc., Web site or contained in Texas SBA, Inc., promotional materials, will not bind Texas SBA, Inc. Texas SBA, Inc., may, at times, offer certain promotions with different charges and features.

You agree that You will be responsible for notifying Texas SBA, Inc., should You desire to terminate Your use of Texas SBA, Inc., Services, Membership, or Software. Notification of Your intent to terminate must be provided to Texas SBA, Inc., 30 days prior to Your annual automatic renewal date but no later than three days prior to Your annual automatic renewal billing date. All cancelations of Texas SBA, Inc., Services, Membership, or Software must be in writing and sent via e-mail to membership@texassba.org.

2. ACCURATE INFORMATION.

You agree to maintain accurate information by providing updates to Texas SBA, Inc., as needed, while You are using Texas SBA, Inc., loan brokerage / packaging Services, maintain a Texas SBA, Inc., Membership, or access Texas SBA, Inc., Software. You agree You will notify Texas SBA, Inc., within five (5) business days when any change of the information You provided as part of the this electronic submission, Texas SBA, Inc., Membership, or Texas SBA, Inc., Software. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by Texas SBA, Inc., to determine the validity of information provided by You will constitute a material breach of this Agreement enforceable by Texas SBA, Inc.

You agree that Texas SBA, Inc., may use and rely on any such information provided by You for all purposes in connection with Your account, subject to Texas SBA, Inc. Privacy Policy . If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if Texas SBA, Inc., has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, Texas SBA, Inc., has the absolute right, in its sole discretion, to terminate its loan brokerage / packaging Services, Texas SBA, Inc., Membership, and Texas SBA, Inc., Software and terminate Your relationship with Texas SBA, Inc.

3. PRIVACY.

You can view Texas SBA, Inc.’s Privacy Policy, which is incorporated herein by reference, as it is applicable to all Texas SBA, Inc., loan brokerage / packaging Services, Texas SBA, Inc., Membership, and Texas SBA, Inc., Software. The Privacy Policy provides Your rights and Texas SBA, Inc.'s responsibilities with regard to Your personal information. Texas SBA, Inc., will not use Your information in any way inconsistent with the purposes and limitations provided in the Privacy Policy.

You agree and consent that telephone conversations on wireline, landline, cellular, and / or electronic mediums may be recorded for Texas SBA, Inc., "quality control" measures without prior verbal notification or the presence of a "beep tone."

4. ACCOUNT SECURITY.

You agree You are entirely responsible for maintaining the confidentiality of Your member number/login, password, credit card number, member PIN, and Sensitive Company Data (collectively, the "Sensitive Company Data"). You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify Texas SBA, Inc., immediately of any unauthorized use of Your account or any other breach of security. You agree Texas SBA, Inc., will not be liable for any loss that You may incur as a result of someone else using Your Sensitive Company Data, either with or without Your knowledge. You further agree You could be held liable for losses incurred by Texas SBA, Inc., or another party due to someone else using Your Sensitive Company Data. For security purposes, You should keep Sensitive Company Data in a secure location and take precautions to prevent others from gaining access to Your Sensitive Company Data. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. Texas SBA, Inc., specifically disclaims liability for any activity in Your account, whether authorized by You or not.

5. NO UNLAWFUL CONDUCT OR IMPROPER USE.

As a condition of Your use of Texas SBA, Inc.’s Software, Texas SBA, Inc., Membership, and Texas SBA, Inc., loan brokerage / packaging Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to Texas SBA, Inc., if, for any reason, Texas SBA, Inc., takes corrective action with respect to Your improper or illegal use of its Services.

Texas SBA, Inc., reserves the right at all times to disclose any information as Texas SBA, Inc., deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Texas SBA, Inc.'s sole discretion.

By You having purchased Texas SBA, Inc., loan brokerage / packaging Services, Texas SBA, Inc., has no obligation to approve your request for financing. Texas SBA, Inc., reserves the right to review Your use of Texas SBA, Inc., Services, Texas SBA, Inc., Membership, and Texas SBA, Inc., Software and to cancel this Agreement. Texas SBA, Inc., reserves the right to terminate Your access to the Texas SBA, Inc., Services, Texas SBA, Inc., Membership, and Texas SBA, Inc. Software at any time, without notice, for any reason whatsoever.

Texas SBA, Inc., reserves the right to terminate this Agreement if Your usage of Texas SBA, Inc., Services, Texas SBA, Inc., Membership, and Texas SBA, Inc. Software results in, or is the subject of, legal action or threatened legal action, against Texas SBA, Inc., or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. Texas SBA, Inc., may review every account for excessive use of Texas SBA, Inc., Services, Texas SBA, Inc., Membership, and Texas SBA, Inc. Software and to terminate or apply additional fees to those accounts that exceed allowed levels.

6. INTELLECTUAL PROPERTY.

You agree that Texas SBA, Inc., holds all rights, title and interest in all Texas SBA, Inc., Services, Texas SBA, Inc., Membership, and Texas SBA, Inc. Software and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Texas SBA, Inc., Services, Texas SBA, Inc., Membership, and Texas SBA, Inc. Software.

You understand and agree that all content and materials contained in this Agreement, other policies, the Texas SBA, Inc., Web site, and any affiliated Web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States of America, as well as any other applicable proprietary rights and laws, and that Texas SBA, Inc., or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Texas SBA, Inc., or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.

7. USE OF TEXAS SBA SOFTWARE AND MEDIA.

If You have licensed software from Texas SBA, Inc., Texas SBA, Inc., grants You a limited, non-exclusive, nontransferable and non-assignable license to use the software for such purposes as are ordinary and customary.

You are authorized to integrate any plug-in or enhancement which uses or relies upon the Software.

Texas SBA, Inc., reserves all rights to its Media (print, electronic, audio, visual, etcetera.) The Media and any copies You are authorized to make are the intellectual property of Texas SBA, Inc. Texas SBA, Inc., reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property of Texas SBA, Inc. The source code and its organization are the exclusive property of Texas SBA, Inc., and the Software is protected by copyright, including United States of America Copyright Law. Except as expressly provided for in this section, this Agreement does not grant You any rights in the Software or Media and all rights are reserved by Texas SBA, Inc.

Texas SBA, Inc., provides this Software “as is” without warranty of any kind either express or implied, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose.

8. FEES AND PAYMENT.

Only payment(s) processed by Texas SBA, Inc., of Austin, Texas, United States of America constitute valid payment and are recognized by Texas SBA, Inc.

As consideration for the Texas SBA, Inc., loan brokerage / packaging Services purchased by You and provided to You by Texas SBA, Inc., You agree to pay Texas SBA, Inc., at the time You electronically execute this Agreement or You agree to pay Texas SBA, Inc., in advance of this Agreement being electronically executed. All fees are due immediately and are non-refundable, even if Your government Texas SBA, Inc., loan brokerage / packaging Services, Texas SBA, Inc., Membership, or Texas SBA, Inc., Software is suspended, terminated, or transferred. Texas SBA, Inc., expressly reserves the right to modify pricing through email notification or notice on its Web site. Payment may be made by You by providing either a valid credit card, a valid debit card, an ACH, online check, a personal check or PayPal. Texas SBA, Inc., Membership is renewable in the ninth month from the start of your Texas SBA, Inc., Membership, the electronic submission of this Agreement, or the date of payment processing by Texas SBA, Inc., or whichever has the earliest date of execution. Texas SBA, Inc., Membership is automatically renewed annually and payment of fees will be taken from the Payment Method You have on file with Texas SBA, Inc., at Texas SBA, Inc.'s then current rates. To cancel future Texas SBA, Inc., Memberships, which are eligible for auto-renew, You must express Your desire to cancel Texas SBA, Inc., government contract and grant registration assistance Services, Texas SBA, Inc., Membership, or Texas SBA, Inc., Software in writing and send via e-mail to membership@texassba.org 30 days prior to the eligibility date of renewable memberships.

If for any reason Texas SBA, Inc., is unable to charge Your Payment Method on file for the full amount owed Texas SBA, Inc., for Texas SBA, Inc., government contract and grant registration assistance Services, Texas SBA, Inc., Membership, or Texas SBA, Inc. Software provided, or if Texas SBA, Inc., is charged a penalty for any fee it previously charged to Your Payment Method, You agree that Texas SBA, Inc., may pursue all available remedies in order to obtain payment. If You pay by credit card or debit card and if for any reason Texas SBA, Inc., is unable to charge Your credit card on file with the full amount for the Texas SBA, Inc., government contract and grant registration assistance Services, Texas SBA, Inc., Membership, or Texas SBA, Inc. Software provided, or if Texas SBA, Inc., is charged back for any fee it previously charged to the credit card or debit card You provided, You agree that Texas SBA, Inc., may pursue all available remedies in order to obtain payment. You agree that among the remedies Texas SBA, Inc., may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of any Texas SBA, Inc., government contract and grant registration assistance Services, Texas SBA, Inc., Membership, or Texas SBA, Inc. Software registered or renewed on Your behalf. Texas SBA, Inc., reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Texas SBA, Inc., government contract and grant registration assistance Services, Texas SBA, Inc., Membership, or Texas SBA, Inc. Software duties including additional costs that it may incur in providing Texas SBA, Inc., government contract and grant registration assistance Services, Texas SBA, Inc., Membership, or Texas SBA, Inc. Software. and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email or telephone but require personal service, fees incurred by third parties You have elected to use as payment methods, including PayPal and disputes that require legal services. These charges will be billed to the Payment Method Texas SBA, Inc., has on file for You. You may change Your Payment Method at any time by notifying Texas SBA, Inc., at membership@texassba.org.

While all payments are processed in US dollars, Texas SBA, Inc., may provide an estimated conversion price to currencies other than US dollars. You acknowledge and agree that the pricing displayed during the checkout process is an estimate. Due to potential slight time delays between actual purchase and the payment settlement, the actual price charged may fluctuate. Accordingly, Texas SBA, Inc., makes no representations or warranties that the actual price will be the same or substantially similar to the actual price You will pay and You waive any and all claims based upon any discrepancy between the estimate and the actual price.

The clearing of payment through your fniancial institution or credit card statement shall serve as confirmation of You entering into this agreement, receipt, and You acknowledging this Agreement.

A. Payment By Check

By using Texas SBA, Inc.’s pay by check option (“Pay By Check”), You can purchase Texas SBA, Inc., government contract and grant registration assistance Services, Texas SBA, Inc., Membership, or Texas SBA, Inc. Software using a personal check. In consideration for Texas SBA, Inc., loan brokerage / packaging Services, Texas SBA, Inc., Membership, or Texas SBA, Inc. Software purchased by You and provided to You by Texas SBA, Inc., You agree to allow Texas SBA, Inc., to debit the full amount of the transaction from Your checking account, which is non-refundable. Texas SBA, Inc., will create an electronic funds transfer (EFT) or bank draft or Automated Clearing House (ACH) which will be presented to Your bank or financial institution for payment from Your checking account. The check must be payable in U.S. dollars. Texas SBA, Inc., Memberships are elgible for automatic renewal in the ninth month from the start of your Texas SBA, Inc., Membership, the electronic submission of this Agreement, or the date of payment processing by Texas SBA, Inc., or whichever has the earliest date of execution, an will be taken from the payment method on file with Texas SBA, Inc.

It is Your responsibility to keep Your checking account current, and to have available funds in it. You agree that Texas SBA, Inc., will not be responsible for payments that fail to go through as a result of Your checking account no longer existing, or holding insufficient funds. If for any reason Texas SBA, Inc., is unable to withdraw the full amount owed for the Texas SBA, Inc., government contract and grant registration assistance Services, Texas SBA, Inc., Membership, or Texas SBA, Inc. Software provided, You agree that Texas SBA, Inc., may pursue all available remedies in order to obtain payment. You agree that if the EFT, ACH, or bank draft is returned unpaid, You will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from Your account using an EFT, ACH, or bank draft. You further agree that any charge back or the presentation to your financial institution that the ACH, EFT, or bank draft presented upon the financial institution as being an "unauthorized" or "fraudulent" transaction is void. You agree that Texas SBA, Inc., may re-present the ACH, EFT, or bank draft to the financial institution and charge You a service charge of $25.00 or the maximum amount allowed by law, which may be debited from Your account using an EFT, ACH, or bank draft, for administrative fees.

B. Pay by PayPal

Using PayPal, Inc. (“PayPal”), You can purchase Texas SBA, Inc.'s government contract and grant registration assistance Services, Texas SBA, Inc., Membership, and Texas SBA, Inc., Software. In consideration for the Services, Membership, and Software purchased by You and provided to You by Texas SBA, Inc., You agree to allow PayPal to debit the full amount of this transaction from Your PayPal account balance or the Preferred Funding Source You established with PayPal, which is non-refundable.

It is Your responsibility to keep Your PayPal Account current, and to have available funds in it. You agree that PayPal and Texas SBA, Inc., will not be responsible for payments that fail to go through as a result of Your Funding Source no longer existing, or holding insufficient funds. If for any reason PayPal is unable to withdraw the full amount owed for the Services provided, You agree that PayPal and Texas SBA, Inc., may pursue all available remedies in order to obtain payment. You agree that if the transaction is returned unpaid, You will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from Your account by PayPal or charged to Your Preferred Funding Source.

9. REPRESENTATIONS AND WARRANTIES.

You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's trademark or trade name.

You, or the individuals who electronically execute this Agreement on behalf of You warrant this agreement is effective upon this Agreement electronic execution or the processing payment administered by Texas SBA, Inc., whichever has the earliest date of execution, and that your receipt of this agreement for Texas SBA, Inc., or the clearing of payment through your fniancial institution or credit card statement shall serve as confirmation of You entering into this agreement.

Texas SBA, Inc., makes no guarantees or asertions that You, or the organization you represent will receive or be awarded any portion, whole or fractionally, of a loan as a result of the loan brokerage / packaging Services provided by Texas SBA, Inc. Texas SBA, Inc., loan brokerage / packaging Services provide(s) assistance in the querying, brokering, and packaging of your loan application.

10. TEXAS SBA MEMBERSHIP

You are receiving a Texas SBA, Inc., Membership which is eligible for automatic renewal in the ninth month from the start of your Texas SBA, Inc., Membership, the electronic submission of this Agreement, or the date of payment processing by Texas SBA, Inc., or whichever has the earliest date of execution. Texas SBA, Inc., will take the payment of fees from the Payment Method You have on file with Texas SBA, Inc., at Texas SBA, Inc.'s then current rates. To cancel future Texas SBA, Inc., Memberships, which are eligible for auto-renew, You must express Your desire to cancel Texas SBA, Inc., Membership in writing and send via e-mail to membership@texassba.org 30 days prior to the eligibility date of renewable memberships.

Texas SBA, Inc., reserves the right to change the benefits and services of Texas SBA, Inc., Membership at any time.

11. TEXAS SBA LOAN QUERYING, BROKERAGE, AND PACKAGING SERVICES

Texas SBA, Inc., loan brokerage / packaging Services include (a) compiling the information submitted electronically on this form, (b) querying the information provided throughout Texas SBA, Inc.'s, network of lenders and financial resources, (c) forwarding the information of eligible financing programs, and (d) compiling the loan application. Texas SBA, Inc., is not liable for any changes in policies or offerings administered by the U.S. federal government and / or state of Texas government concerning financing programs and requirements. Texas SBA, Inc., provides assistance in loan brokerage / packaging Services with good faith.

12. PERSONAL GUARANTEE.

Principles of the organization may be required to provide personal guarantee(s) in order to receive loan approval. Failure to provide a Personal Guanrantee may result in denial of any financing product queryied by Texas SBA, Inc.

13. LIMITATION OF LIABILITY .

IN NO EVENT SHALL Texas SBA, Inc., BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLDUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF Texas SBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Texas SBA, Inc.’s liability is limited to the total amount paid by You for Texas SBA, Inc.’s, loan brokerage / packaging Services, Texas SBA, Inc., Membership, or Texas SBA, Inc., Software and is enforced with binding-arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules under the Claims Programs with all claims being administered by "desk" arbitration, that only allows for document(s) submission(s,) only and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

14. DISCLAIMER OF WARRANTIES .

Texas SBA, Inc., expressly disclaims all warranties and guarantees of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and guarantees or assurities that U.S. federal government financing, U.S. federal govenment grants, U.S. federal certification(s), and state of Texas financing exist for You or Your company. Elibility for U.S. federal government certification(s) is purely and completely at the discretion of the U.S. federal government agency granting such financial lending service(s.) Being awarded any portion of a U.S. federal and / or state of Texas financing is purely and completely at the discretion of the U.S. federal or state of Texas agency awarding such funding(s.) Texas SBA, Inc., makes no warranty that its services will meet or produce the award of any U.S. federal government financing and / or grant and / or state of Texas funding. Texas SBA, Inc., makes no further warranty that its services will meet your requirements, expectations, or that the services will be uninterrupted, timely, secure, or error free, or that defects will be corrected. Texas SBA, Inc., makes no warranty that you will receive government contracts or government grants for which you receive assistance. Texas SBA, Inc., does not warrant, nor make any representations regarding the use, or results of, any of the services it provides, in terms of their correctness, accuracy, reliability, or otherwise.

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by binding-arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules under the Claims Programs with all claims being administered by "desk" arbitration, that only allows for document(s) submission(s,) only and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

15. INDEMNIFICATION.

You agree to defend, indemnify and hold harmless Texas SBA, Inc., and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account,) for Texas SBA, Inc., loan brokerage / packaging Services or software with Texas SBA, Inc., whether or not on Your behalf, and whether or not with Your permission) use of the Texas SBA, Inc., loan brokerage / packaging Services or software You purchased from Texas SBA, Inc., or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold Texas SBA, Inc., harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should Texas SBA, Inc., be notified of a pending law suit, or receive notice of the filing of a law suit, Texas SBA, Inc., may seek a written confirmation from You concerning Your obligation to indemnify Texas SBA, Inc. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that Texas SBA, Inc., shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify Texas SBA, Inc., of any such claim promptly in writing and to allow Texas SBA, Inc., to control the proceedings. You agree to cooperate fully with Texas SBA, Inc., during such proceedings.

You agree to cooperate fully with Texas SBA, Inc., during such proceedings. You agree You will not be entitled to a refund of any fees paid to Texas SBA, Inc., if, for any reason, Texas SBA, Inc., takes corrective action with respect to Your improper or illegal use of its s loan brokerage / packaging Services and software.

16. DISPUTE RESOLUTION.

117. NOTICES.

You agree that all notices (except for notices concerning breach of this Agreement) from Texas SBA, Inc., to You may be posted on our Web site. Notices concerning breach will be sent to the email address You have on file with Texas SBA, Inc. In either case, delivery shall be deemed to have been made five (5) days after the date sent.

Notices from You to Texas SBA, Inc., shall and must be sent by email to membership@texassba.org.

18. HEADINGS.

The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.

19. ENTIRE AGREEMENT.

You agree that this Agreement including the policies and agreements it refers to (i.e. our Dispute Resolution Policy, etc.) constitute the complete and only Agreement between You and Texas SBA, Inc., regarding the Texas SBA, Inc., loan brokerage / packaging Services, Texas SBA, Inc., Membership, and Texas SBA, Inc., Software contemplated herein.

20. SEVERABILITY.

You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with the Commercial Arbitration Rules under the Claims Programs administered by the American Arbitration Association with all claims being administered by "desk" arbitration, that only allows for document(s) submission(s,) only and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

21. WAIVER.

The failure of Texas SBA, Inc., to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of Texas SBA, Inc., thereafter to enforce such provisions.

22. FORCE MAJEURE.

Texas SBA, Inc., will make every effort to keep its Web site operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold Texas SBA, Inc., liable for any of the consequences of such interruptions.

23. SURVIVAL.

Sections 1, 7, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22 and 23 shall survive any termination or cancellation of this Agreement.

24. NO THIRD PARTY BENEFICIARIES.

Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

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