Texas SBA® Business Certifications, Inc. (Texas SBA®) provides business certification to businesses qualifying for its Woman Owned Business Certification, Veteran Owned Business Certification, Minority Owned Business Certification, Family Owned Business Certification, Hispanic Owned Business Certification, Christian Owned Business Certification, LGBT Owned Business Certification, and/or Small Business Owner Certification programs (collectively, "Business Certification"), according these Terms and Conditions ("Agreement" or "Contract").
1. REPRESENTATIONS AND WARRANTIES.
You acknowledge that you are at least eighteen (18) years of age; have the right, power, legal capacity and appropriate authority to contract on behalf of the company; and are an authorized agent of the company and the owner(s) listed on company documents. You, your company, heirs, agents, successors, and assigns, ("participant(s)") have read, understand, and agree to abide by all terms and conditions of this Agreement, as well as any agreements that Texas SBA® is currently bound by or will be bound by in the future.
The term of this Contract is one (1) year (365 days) from the date of successful payment processing.
Texas SBA® has not, is not, and will not make any guarantees, promises, or warranties that your company will gain financial benefit or obtain participatory access in any diversity or procurement program as a result of your Texas SBA® Business Certification participation. Texas SBA® is not owned or affiliated with, and does not sponsor or endorse any particular company applying for Business Certification. Certification of a business by Texas SBA® is based exclusively on the company's qualifications for Certification and its conduct, as outlined in this contract. Texas SBA® makes no representations regarding the quality, safety, morality, or legality of any aspect of the applicant company's business, products, or services.
2. APPLICATION AND APPROPRIATE USES.
Texas SBA® 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, or assurities that Business Certification will produce any monetary gain or participatory access in any diversity or procurement program.
Texas SBA® does not guarantee or promise approval of your Certification application. You acknowledge that you submit this application at your own risk and may denied Certification if You fail to meet the certification requirements, complete the application process, or fulfill the responsibilities as outlined by this Agreement.
Application for Business Certification requires the following:
(A.1) Registration of applicant business with Texas Secretary of State Corporation Section;
(A.2) Possession of a Texas Comptroller Number if application business is registered with the Texas Secretary of State Corporation Section; and
(A.3) If registered with the Texas Secretary of State Corporation Section, a status of "ACTIVE" or "IN TEMPORARY GOOD STANDING" from the Texas Comptroller is required.
(A.4) Signed application by all owners and company contact listed on the application.
Texas SBA® will notify company contact's email address on file of any deficiencies, errors, omissions, or other application inconsistencies allowing the applicant fourteen (14) days to resolve the issue via documented evidence sent by email to firstname.lastname@example.org or fax (512) 852-4629. Failure to resolve deficiencies, errors, omissions, or other inconsistencies and failure to provide consistent information throughout the application process will result in the termination of your application with monies paid lost and no right to refund.
(B) ACCURATE INFORMATION
You agree to maintain accurate information by providing notice to Texas SBA® of any material change in Your Company's structure within five (5) business days of such change. Notification must be sent via email to email@example.com. Material changes are defined as:
(B.1) a change in the cumulative or individual ownership percentage(s) for Business Certification;
(B.2) a change or amendment of filing status with the Texas Secretary of State Commercial Section ;
(B.3) obtaining a "NOT IN GOOD STANDING" or "FORFEITED" status from the Texas Comptroller; and
(B.4) a change in the company mailing address, phone number, or company contact email address as provided in this application.
If, for whatever reason, You fail to notify Texas SBA® within five (5) business days of any material change, as defined above, such failure will constitute a material breach of this Contract, and upon Texas SBA® learning of the material change, your Business Certification will be terminated effective immediately.
You agree that Texas SBA® may use and rely on any information provided by You for all purposes related to Your Business Certification. If You provide any information that is inaccurate, not current, false, misleading, or incomplete; or if Texas SBA® has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading, or incomplete; Texas SBA® has the absolute right, to terminate your Business Certification effective immediately.
Texas SBA® reserves the right to terminate your Business Certification immediately if your participation results in, or is the subject of, legal action or threatened legal action, against Texas SBA® or any of its affiliates or partners, and to terminate immediately without consideration for whether the legal action or threatened legal action is ultimately determined to be with or without merit.
Woman Owned Business Certification
51% or more of the total ownership interest must be held by four or fewer women (one (1) woman at a minimum).
Gender is determined by the sex indicated on state government issued identification.
Minority Owned Business Certification
51% or more of the total ownership interest must be held by four or fewer minorities (one (1) minority at a minimum).
Minorities are considered members of "Socially Disadvantaged Groups," as defined by the Small Business Act:
Black Americans (African Descent).
Hispanic Americans (persons with origins from Spanish or Portuguese speaking countries).
Native Americans; (American Indians, Eskimos, Aleuts, or Native Hawaiians).
Asian Pacific Americans (persons with origins from Burma, Thailand, Malaysia, Indonesia, Singapore, Brunei, Japan, China (including Hong Kong), Taiwan, Laos, Cambodia (Kampuchea), Vietnam, Korea, The Philippines, U.S. Trust Territory of the Pacific Islands (Republic of Palau), Republic of the Marshall Islands, Federated States of Micronesia, the Commonwealth of the Northern Mariana Islands, Guam, Samoa, Macao, Fiji, Tonga, Kiribati, Tuvalu, or Nauru).
Subcontinent Asian Americans (persons with origins from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands or Nepal).
Membership within one of these "Socially Disadvantaged Groups" is determined by self-declaration.
Veteran Owned Business Certification
51% or more of the total ownership interest must be held by four or fewer current or former veterans (one (1) veteran at a minimum).
Eligible U.S. Armed Forces & Military Reserves are:
U.S. Army & Army Reserve
U.S. Navy & Navy Reserve
U.S. Air Force & Air Force Reserve
U.S. Marines Corps & Marine Corps Reserve
U.S. Coast Guard & Coast Guard Reserve
U.S. Army National Guard of the United States
U.S. Air National Guard of the United States
Disabled and Service-Disabled Veterans
Eligible Texas Military Forces are
Texas Army National Guard
Texas Air National Guard
Texas State Guard
Adjutant General's Department
Domestic Operations Command
Veteran status is determined by presentation of U.S. Armed Forces DD-214 or Texas Military Forces equivalent.
Small Business Owner Certification
Company ("Applicant") cannot exceed the expressed maximum number of employees allowed or maximum annual receipts in millions of dollars allowed for the company and its affiliates identified by North American Industry Classification System (NAICS) codes as disclosed at the website https://www.texassba.us/small-business-size-standards.htm.
Hispanic Owned Business Certification
51% or more of the total ownership interest must be held by four or fewer Hispanics (one (1) Hispanic at a minimum).
Hispanic Americans are considered members of "Socially Disadvantaged Groups," as defined by the Small Business Act:
Hispanic Americans (persons with origins from Spanish or Portuguese speaking countries).
Membership within "Socially Disadvantaged Groups" is determined by self-declaration.
Family Owned Business Certification
51% or more of the total ownership interest must be held by at least 2 family members.
Family Members are determined by (1) marriage certificate or (2) birth certificate.
Christian Owned Business Certification
Public declaration of your Christian faith.
LGBT Owned Business Certification
Public declaration of your LGBT support.
Successful check or cash payment processing is the immediate non-refundable property of Texas SBA®, even if You are denied Certification by the Texas SBA®, and the appearance of debit charges on Your bank statement will serve as Your receipt for the transaction and application processing. Payment should be accompanied by the submission of the hardcopy .pdf application; and DD-214, birth certificate, marriage certificate, if applicable.
4. CERTIFICATION ISSUED AND EXPIRATION DATE.
The issued date of Your Certification will be the date Texas SBA® completes the processing of Your application and within 48 hours of successful payment clearance and the Certification expiration date will be 365 calendar days from that date.
(A) CERTIFICATION MATERIALS
Upon Certification enrollment, You will receive the following proofs of Certification:
(A.1) Unique Texas SBA® Business Certification Number;
(A.2) Texas SBA® Business Certification Certificate with issued and expiration dates, legal company name, mailing address, and owner name(s);
(A.3) Texas SBA® Business Certification Letter with issued and expiration dates, legal company name, mailing address, and owner name(s);
(A.4) Texas SBA® Business Certification seals and decals;
(A.5) Unique Webpage on Texas SBA® website www.texassba.us displaying your company certification certificate; and
(A.6) Access to Owner Login section of Texas SBA® website www.texassba.us
At anytime Texas SBA® may issue an audit of Your Certification to verify the information provided throughout your application is true and correct. Notification of the audit will be sent via email to the company contact on file with Texas SBA® and You, the company, and owners have fourteen (14) days to satisfy the audit requirements as detailed in the audit email notification.
6. PROFESSIONAL CODE OF CONDUCT AND ETHICS.
You agree your certification is subject to the Texas SBA® professional code of conduct policy, which prohibits:
False or Fraudulent Representations;
Slanderous Statements in Federal Communications Commission Regulated Media or Electronic Media; and
Libelous Statements in Print or Electronic Media.
You agree that violations of the Professional Code of Conduct constitute a breach of this Contract whether directly or indirectly related to the promotion of Your certification.
(A) USE OF INTELLECTUAL PROPERTY
You agree that Texas SBA® holds all rights, title, and interest in all Texas SBA® publicity and intellectual property, including other rights related to intangible property, unless otherwise indicated. You agree that Texas SBA® materials are the intellectual property of Texas SBA® and your use, assignment, and / or possession of Texas SBA® materials may be terminated immediately for breach of this contract. Upon termination of Your Certification, You are required to cease-and-desist all promotion of Your Certification except in factually accurate reference of your past and current status with Texas SBA®, or in reference to the Texas SBA® website, www.texassba.us. You agree Your Certification will be displayed on the Texas SBA® website, www.texassba.us, and that Texas SBA® Business Certifications, Inc., is the issuing agency and sole party responsible for the content maintained on the Texas SBA® website as it relates to You and Your company's Certification.
7. PRIVACY AND COMMUNICATION.
Your Certification status will be publicly disclosed on the Texas SBA® website, www.texassba.us. You agree and consent that wire, oral, or electronic communication may be recorded by Texas SBA® for "quality control" measures. We also reserve the right at any time to place you on our "Banned Companies List" based on your actions.
8. LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OWNER, OUR OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS, OR CONSULTANTS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AND AGENTS, WILL NOT BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF Texas SBA® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In no event shall Texas SBA® its partners, affiliates, or advertisers be liable to You or any other person for any damages, including for loss of profit or goodwill, for any matter, whether such liability is asserted on any breach of this Contract or its incorporated agreements and policies for any loss in profits or revenues, a lack of financial benefit, or your inability to gain participatory access in any diversity or procurement program, even if Texas SBA® has been advised of the possibility of such damages.
Texas SBA® liability is limited to the total amount paid by You for this Texas SBA® Business Certification application.
9. DISPUTE RESOLUTION
You acknowledge that this Agreement is legally binding under the laws of the United States of America and will be interpreted under and governed by the laws of the State of Texas and any claim or dispute shall be settled with binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules under the Claims Programs. You agree to waive all rights to a jury trial and All claims will be administered by "desk" arbitration, allowing only for the submission of documents. Judgment on the award rendered by the arbitrator(s) may be entered in any court with jurisdiction.
You agree to pay Texas SBA® administrative fees in the amount of $150 per hour, in addition to legal expenses, for any legal action initiated by You or Texas SBA®. You agree that in the event you prevail in full on your arbitration claim that the arbitrator may but is not required to order a refund of any fees paid to Texas SBA® but in no event will Texas SBA® be required to pay any portion of the arbitration fees.
Texas SBA® may, from time to time, within our sole and absolute discretion, modify, limit, change, discontinue, or replace this Agreement or any portion thereof. It is your responsibility to review this agreement WHERE PUBLISHED ON www.texassba.us on a regular basis to keep yourself informed of any modifications. In the event we modify, limit, change, or replace all or any portion of this Agreement, NOTIFICATION is DEEMED made immediately upon publication of THE MODIFICATION, LIMITATION, CHANGE, OR REPLACEMENT ON THE Texas SBA® website (www.texassba.us), and your continued use and/or promotion of your Certification thereafter, constitute(s) your manifestation of assent to the modification, limitation, change, or replacement. This Agreement is effective as of the date your application is submitted to Texas SBA® or your payment is processed.
You agree to defend, indemnify and hold harmless Texas SBA® ("Texas SBA® Business Certifications, 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 breach of any representation or warranty provided herein, negligence or willful misconduct, third party claim, action, proceeding or demand related to the use or promotion of your Texas SBA® Business Certification by you or your company or affiliates.
In the event that Texas SBA® or any of its affiliates or partners, is notified of a pending lawsuit, receives notice of the filing of a lawsuit, or learns that Texas SBA® or any of its affiliates or partners is the subject or legal action or threatened legal action, Texas SBA® may seek a written confirmation from You concerning Your obligation to indemnify Texas SBA®. Texas SBA® will send the "Indemnification Request" via email to your Company point-of-contact requesting this confirmation. The Indemnification Request email is deemed to have been received by You (through your Company's point-of-contact) within five (5) days of the date it was sent by Texas SBA®.
Written confirmation of indemnification must be received by Texas SBA® via email (at firstname.lastname@example.org) within ten (10) days after the Texas SBA® sent the Indemnification Request email to Your company's point-of-contact. The written confirmation must be signed by any person listed on the certification application form. Failure to respond to the indemnification request or failure to provide this written confirmation will result in the termination of Your Company's Certification effective the 11th day after the Indemnification Request email notification.
You agree that Texas SBA® 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® of any such claim promptly, in writing, through U.S. Postal Service Certified Mail at Texas SBA® Business Certifications, Inc., 5900 Balcones Drive, Suite 100, Austin, Texas, 78731, and allow Texas SBA® to control the proceedings. You agree to cooperate fully with Texas SBA® during such proceedings.
You agree that all notices (except for notices concerning breach of this Contract) from Texas SBA® to You may be posted on the Web site, www.texassba.us. Notices concerning breach of Contract will be sent to either the email address provided in this electronically submitted Application or to the point-of-contact's email address, as maintained on file with Texas SBA®. In either case, delivery of all notices shall be deemed to have been made five (5) days after the date sent.
Notices from You to Texas SBA® must be sent by email to email@example.com.
The headings in this Contract are descriptive only and in the event of a conflict between a heading and the underlying terms of this Contract, the terms of this Contract shall control.
13. ENTIRE AGREEMENT.
You agree that this Agreement, including policies and agreements referenced herein, constitutes the complete and entire Agreement (Contract) between You and Texas SBA® regarding Your voluntary participation in the Texas SBA® Business Certification program(s). You understand and agree that there are no further understandings, agreements, or representations with respect to your relationship with Texas SBA® that are not specified in this Agreement. You understand and agree that any additional provisions that may appear in any communication from you will not bind us.
You agree that the terms of this Contract are severable. If any part of this Contract is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with the applicable law as closely as possible, in line with the original intention of both parties to the Contract. The American Arbitration Association will interpret the contract in accordance with its Commercial Arbitration Rules under the Claims Programs. All claims will be administered by "desk" arbitration, allowing for submission of documents only, and judgment on the award rendered by the arbitrator(s) may be entered in any court with jurisdiction. The remaining terms and conditions of the Contract (not deemed unenforceable) will remain in full force and effect.
The failure of Texas SBA® to enforce any of the provisions within this Contract or its incorporated agreements and policies against You or others shall not be construed as a waiver of the right of Texas SBA® thereafter to enforce such provisions. You understand and agree that no term or provision of this Agreement will be deemed to have been waived and no breach will be deemed to have been consented to unless such waiver or consent is in writing and signed by the party to be bound.
16. FORCE MAJEURE.
Texas SBA® ("Texas SBA® Business Certifications, Inc., of Austin, Texas, United States of America"), will make every effort to keep the Web site, www.texassba.us operational. However, certain 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® Business Certifications, Inc., liable for any of the consequences of such interruptions. Access to Texas SBA® Business Certifications, Inc., via the websites of "www.texassba.org" and "www.texassmallbusinessassociation.org" are provided at the sole discretion of the website owner(s).
17. CLAIM LIMITATIONS.
OWNER AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT A CAUSE OF ACTION WITHIN ONE (1) YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.
YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST OWNER ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19 shall survive any termination or cancellation of this Contract.
19. NO THIRD PARTY BENEFICIARIES.
Nothing in this Agreement/Contract, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Contract, except as expressly provided in this Contract.
Last Updated: February 21, 2022.
Copyright 2010 - PRESENT. All Rights Reserved.
Texas SBA® Business Certifications, Inc.
Austin, Texas, 78701, USA.