SourceFunding.org Secure Application Service Agreement
Last Revised: February 2018
This Secure Application Service Agreement (“Agreement”) is a legally binding agreement between you and SourceFunding, Inc. (“SourceFunding.org”) (each a “Party,” and collectively the “Parties”). As used in this Agreement, the words “you,” “your,” and “Client” refer to you, the user of SourceFunding.org’s website or applications, as the party agreeing to this Agreement. The words “we,” “us,” “our” and any other variation thereof refer to SourceFunding.org. Any reference to SourceFunding.org in this Agreement includes our directors, officers, employees, contractors, owners, agents, licensors, or licensees. As used in this Agreement, the term “Site” includes all websites and applications that we operate that link to this Agreement, pages within each such website or application, any equivalent mirror, replacement, substitute or backup website or application, and pages that are associated with each such website or application. The use of the word “including” in this Agreement to refer to specific examples will be construed to mean “including, without limitation” or “including but not limited to” and will not be construed to mean that the examples given are an exclusive list of the topics covered.
1. ACCEPTANCE OF AGREEMENT.
By using the Secure Application Service, you agree to, and are bound by, the terms and conditions of this Agreement. If you do not agree to be bound by this Agreement, do not use the Secure Application Service. You may not use the Secure Application Service or accept this Agreement; if (a) you are not of legal age to form a binding contract with SourceFunding.org; (b) you are prohibited by law from receiving or using the Secure Application Service; or (c) you are not a U.S. resident.
2.1 Defined Terms.
Unless the context requires otherwise, capitalized terms in this Agreement shall have the following meanings:
(a) “Account Information” means information about accounts you maintain at third party sites, including, as applicable, your accounts at any financial institution, as provided by you to SourceFunding.org.
(b) “Affiliate” means, with respect to a Party, any person, firm, corporation, partnership (including, without limitation, general partnerships, limited partnerships, and limited liability partnerships), limited liability company, or other entity that now or in the future, directly controls, is controlled with or by or is under common control with such Party.
(c) “Applicable Law” means all federal and state laws, including regulations, applicable to the activities and obligations contemplated under this Agreement, including without limitation the federal Truth-in-Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act, the Gramm-Leach-Bliley Act, Dodd Frank Act, CAN-SPAM Act and all applicable state licensing, consumer credit and privacy laws, as the same may be amended and in effect from time to time during the Term.
(d) “Business Day” means any day (other than a Saturday, Sunday or legal holiday) on which federally-insured financial institutions in New York, New York are permitted to be open to conduct substantially all of their business.
(e) “Application Information” means the initial information you provide to us to conduct the services, including as applicable, business name and address, amount and intended purpose of funding sought, certain financial information regarding the business, and certain information regarding the business owner, as well as the username and password that allow you to access the Secure Application Service, as such information shall change from time to time.
(f) “Secure Application Service” means the secure application service provided by SourceFunding.org to you, as described further in Section 4.
3.1 SourceFunding.org Contact Information.
The company you are working with is SourceFunding.org, a New York corporation, with contact information is as follows:
Address: 409 East 74th Street 4C, New York, NY 10021
Telephone Number: 347-903-1804
Internet Address: SourceFunding.org
4. SERVICES TO BE PERFORMED FOR YOU BY SOURCEFUNDING.ORG
4.1 The Secure Application Service.
This Agreement applies to the following service (the “Secure Application Service”), which SourceFunding.org will perform upon your request: Identifying you to lenders and other sources of funding (each one, a “Partner”; once matched, a “Matched Partner”) and furnishing Matched Partner(s) with information and documents submitted by you to SourceFunding.org, including but not limited to, your business name and address, amount and intended purpose of funding sought, certain financial information and documents regarding the business, and certain information and documents regarding your business owner (the “Application Information”). You may also be asked to provide tax returns or to sync SourceFunding.org to your bank’s transactional data (the “Verified Data”). If any of the Application Information you provide is inconsistent with information derived from Verified Data, we will automatically substitute the inconsistent Application Information with information from Verified Data. Each identification of you to a Matched Partner constitutes a “Referral”.
5. SERVICES TO BE PERFORMED FOR YOU BY MATCHED PARTNER.
Once SourceFunding.org makes a Referral to any Matched Partner, the Matched Partner will initiate its underwriting process based on the Application Information and will determine, according to its own terms and conditions, whether to provide funding to you. If a Matched Partner chooses to provide funding to you, the Matched Partner will provide you with detailed information about your funding options, including loan amounts, interest rates, points, fees and other terms. SourceFunding.org is an information technology platform and has no role in a Matched Partner’s decision to provide or not provide funding to you or the terms and conditions under which the Matched Partner chooses to offer you a loan.
6. YOUR USE OF THE SECURE APPLICATION SERVICE.
6.1 The Secure Application Service.
6.2 Business Purpose.
You will only use the Secure Application Service for business purposes. You will not use the Secure Application Service for personal, family or household purposes. You may not use the Secure Application Service to obtain information about or make decisions about anyone but yourself and/or your business, or on behalf of a business which has provided documented authorization or consent.
6.3 Acknowledgements and Agreements.
(a) You agree to provide true, accurate, current and complete Application Information at all times.
(b) You agree to allow SourceFunding.org to automatically substitute Application Information that is inconsistent with Verified Data.
(c) You acknowledge and agree that you are responsible for maintaining your Application Information. If you believe that your Application Information or a device that you use to access any Site has been lost or stolen, that someone is using the Service using your Application Information without your authorization, or that an unauthorized transaction has occurred, you must notify us immediately at email@example.com.
(d) You acknowledge and agree that a Referral does not guarantee that you will receive funding from any Matched Partner.
(e) You acknowledge and agree that the Funding Terms may differ from the terms and conditions that apply to funding you ultimately receive from a Matched Partner.
(f) You acknowledge and agree that SourceFunding.org has no role in a Matched Partner’s decision to provide or not provide funding to you, and that SourceFunding.org provides the Application Information to the Matched Partner on your behalf.
If you enter into any Campaign Agreement with any Matched Partner, you agree that you must notify us within five (5) days of the date thereof. You also grant us unrestricted authorization at any time during, and any time after, the Term to confirm directly with any Matched Partner(s) the existence of any Campaign Agreement. Upon closing of such effective Campaign Agreement, you authorize us to collect the fee for same from the Matched Partner as follows: the amount of any funds approved by a Matched Partner pursuant to a Campaign Agreement (a “Campaign Fund”) shall be inclusive of a seven percent (7%) fee, with such fee being paid to SourceFunding.org directly by the Matched Partner simultaneously with transfer of the Campaign Fund from the Matched Partner to the Client, and with such fee being part of the Campaign Fund for which Client is responsible to Matched Partner under the respective Campaign Agreement. In no event shall Client be permitted, for five years from the later of (i) a Matched Partner being identified to Client by SourceFunding.org or (ii) termination or expiration of any Campaign Agreement between Client and Matched Partner, to contract with each other or any affiliates thereof without applicable fees to SourceFunding.org being paid therefor. You understand and agree that your failure to notify SourceFunding.org of any Campaign Agreement(s) with any Matched Partner(s) in the notification period agreed upon herein amounts to a theft of our Services and will result in an additional and non-negotiable fee of ten percent (10%) of the funding total of each applicable Campaign Fund paid directly by you to us and due upon notification by us to you.
8. ADDITIONAL TERMS SPECIFIC TO SBA GUARANTEED LOANS
8.1 Fee Information.
If Client meets the pre-qualification criteria for Small Business Administration (“SBA”)-guaranteed
financing, client can instruct SourceFunding.org to prepare Client’s loan application in a manner that streamlines the application process and organizes Client’s information in a way that a lender can more accurately and quickly underwrite it. The service of preparing the Client’s loan application for SBA guaranteed financing is called Packaging. When the Client asks the SourceFunding.org team to prepare Client’s loan application, then we become the Packaging Agent for Client. Because Client is required to pay the SBA Packaging Fee to SourceFunding.org even if Client’s loan is not ultimately funded, we will engage in extensive prequalification of Client’s business and use commercially reasonable efforts to only package a loan application for an Client if we believe, based on the information Client has provided to us, that Client’s business is eligible to receive the loan for which we help it apply. It remains Client’s responsibility to ensure that the information Client provides to us about Client’s business is not contradicted by documents, such as, but not limited to, tax returns, that lenders with whom we work may request when reviewing Client’s application. Our Packaging Fee, paid in relation to applications for SBA guaranteed financing in lieu of our standard 7% fee outlined in section seven (7) of this Agreement, will be less than or equal to two percent (2%) of the amount of the loan amount applied for by Client. If Client’s loan is approved, you agree to allow the Matched Partner to directly pay us the SBA Packaging Fee from Client’s loan proceeds. Please note that the Small Business Act does not require the use of an agent for referral or packaging services to apply for SBA guaranteed financing.
8.2 SBA Loans For More Than $25,000.
If you apply for SBA guaranteed financing of more than $25,000, please note that the Matched Partner will require a lien on business assets, including assets such as accounts receivable or inventory, as well as fixed assets such as new equipment purchased with loan proceeds, and commercial real estate owned by the business. The Matched Partner may require additional collateral as well.
You agree to release, indemnify, and hold harmless SourceFunding.org and its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use the Secure Application Service; (b) your breach of this Agreement; (c) your violation of any rights of a third party; (d) your interaction with any Funding Provider; (e) any duties, responsibilities, or obligations you may have to a Matched Partner, including with respect to, but not limited to, a Referral; (f) your violation of any Applicable Law; (g) the violation of any Applicable Law by a Matched Partner; or (h) your failure to provide and maintain true, accurate, current and complete Application Information, User Account, Verified Data, and Account Information.
10. WARRANTIES AND DISCLAIMERS.
10.1 Limitation of Liability.
Under no circumstances shall SourceFunding.org, its subsidiaries, partners, or affiliates, be liable to you for (a) any indirect, incidental, consequential, special or exemplary damages arising from or relating to the use or inability to use the Secure Application Service (even if SourceFunding.org knows or has been advised of the possibility of such damages), including, but not limited to, damages for loss or corruption of data or documentation, service interruptions, or SourceFunding.org’s or your liabilities to third parties arising from any source; (b) except as required under applicable law, any indirect, incidental, consequential, special or exemplary damages, arising from or relating to the conduct of you or anyone else in connection with the use of the Secure Application Service, including, but not limited to, damages arising from your failure to provide SourceFunding.org with accurate information or to correct inaccurate Verified Data, or a third party’s failure to correctly verify such information.
10.2 No Warranties.
Except as expressly set forth in this agreement, the Secure Application Service provided hereunder by SourceFunding.org is provided "as is" with all faults and without any representations or warranties. The entire risk as to satisfactory quality, performance, accuracy, and effort is with you. SourceFunding.org does not represent or warrant that the Secure Application Service will be available, accessible, uninterrupted, timely, secure, accurate, complete, or entirely error-free. This disclaimer of warranty extends to you and each buyer and is in lieu of all warranties and conditions whether express, implied, or statutory, including the implied warranties of merchantability, fitness for particular purpose, title, and non-infringement with respect to the Secure Application Service, and any implied warranties arising from course of dealing or course of performance. No advice or information provided by SourceFunding.org shall constitute any warranty with respect to your use of the Secure Application Service. SourceFunding.org does not guarantee or assume any responsibility for any service advertised or offered by any third party service relating to either SourceFunding.org or any funding provider. SourceFunding.org makes no guarantee as to the number of funding providers with whom you may be matched using the Secure Application Service, nor does SourceFunding.org guarantee that you will be able to obtain business funding in any amount using the Secure Application Service, including from any funding provider for whom your verified information is matched with using SourceFunding.org. you understand and agree that SourceFunding.org is simply an information technology platform and is neither a funding provider nor a financial advisor, and nothing on this site is intended to be, or intended to be a substitute for, professional financial advice and/or financial services. You acknowledge and agree that you at no time have received or will receive financial services from SourceFunding.org, and will not take the position to any third party that you did.
11. TERM AND TERMINATION.
This Agreement shall commence on the date signed until the date that the funding requested closes, or until either Party terminates this Agreement in accordance with the terms hereof, whichever is earlier (the “Term”).
11.2 Termination Rights of SourceFunding.org.
SourceFunding.org may terminate this Agreement at any time in its sole discretion.
11.3 Your Termination Rights.
You may terminate this Agreement at any time by ending your use of the Secure Application Service and notifying SourceFunding.org at firstname.lastname@example.org.
12. GENERAL TERMS.
The waiver by SourceFunding.org of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.
12.2 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.
This Agreement will be deemed entered into in New York and will be governed by and interpreted in accordance with the laws of the State of New York, excluding: (i) that body of law known as conflicts of law, and (ii) the United Nations Convention on Contracts for the International Sale of Goods. The Parties agree that any dispute arising under this Agreement will be resolved in the state or federal courts in Onondaga County, New York, and the Parties hereby expressly consent to jurisdiction therein. The parties irrevocably waive any and all rights to a trial by jury.
12.3 Third Party Beneficiaries.
Except as limited by Section 12.7, this Agreement and the rights and obligations hereunder shall bind, and inure to the benefit of the Parties and their successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the Parties and their successors and permitted assigns, any of the rights hereunder.
12.4 Entire Agreement
This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each Party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
All provisions of this Agreement that by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, Sections 8, 9, and 10.3 and definitions herein as applicable to interpretation of the foregoing shall survive the termination of this Agreement.
If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the Parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.
Neither this Agreement nor any rights hereunder may be transferred or assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, SourceFunding.org may assign this Agreement or any rights hereunder without consent: (i) to an entity that acquires substantially all of its stock, assets or business; or (ii) to an Affiliate. Except as provided in this section, any attempts by either Party to assign any of its rights or delegate any of its duties hereunder without the prior written consent of the other Party shall be null and void.
Both during the term of this Agreement and at all times thereafter, Client shall not, directly or indirectly, make any written or oral statement concerning SourceFunding.org, or any of the current or former directors, officers, managers or employees of SourceFunding.org, that is, in each case, likely to be harmful or disparaging to such person or entity, or the business or personal reputation of any such person or entity. Furthermore, Client shall not, directly or indirectly, induce or attempt to induce any client, prospective client or vendor of SourceFunding.org to cease doing business with us, to reduce or otherwise adversely change its business with us, or in any other way interfere with the relationship between us, as applicable, and any such client, prospective client or vendor. Client also agrees that this Agreement and any and all terms and conditions contained herein, and any communications between you and us, shall be considered confidential information of SourceFunding.org that you will not disclose both during the Term of this Agreement and at all times thereafter. Client also acknowledges that we will be irreparably harmed if any such covenant set forth in this section is breached and that the damages resulting therefrom will be difficult, if not impossible, to calculate. Accordingly, Client agrees that in the event of a breach or threatened breach by Client of any of the covenants or agreements herein contained, we shall be entitled to seek and obtain a temporary restraining order and/or a preliminary or permanent injunction prohibiting the proscribed activities and/or specifically enforcing the provisions hereof.
The headings, captions, headers, footers and version numbers contained in this Agreement are intended for convenience or reference and shall not affect the meaning or interpretation of this Agreement.