HL Hunt

2.1 Grant of License

Subject to Licensee's compliance with all terms of this Agreement and timely payment of all fees, HL Hunt grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for Licensee's internal business purposes of converting credit data to Metro 2® format for submission to consumer reporting agencies.

2.2 License Restrictions

Licensee shall NOT:

• Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software;
• Sublicense, lease, rent, loan, sell, distribute, or otherwise transfer the Software or access thereto to any third party;
• Use the Software to provide data conversion services to third parties (bureau service, processing bureau, or similar);
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software;
• Use the Software in violation of any applicable law, regulation, or third-party rights;
• Circumvent, disable, or interfere with any security features or usage limitations of the Software;
• Access the Software through automated means (bots, scrapers, etc.) except through approved APIs;
• Use the Software to process data for entities other than Licensee without prior written consent;
• Attempt to gain unauthorized access to any systems or networks connected to the Software;
• Use the Software in any manner that could damage, disable, overburden, or impair the Software.

2.3 Reservation of Rights

All rights not expressly granted herein are reserved by HL Hunt. The Software is licensed, not sold. HL Hunt retains all right, title, and interest in and to the Software, including all intellectual property rights therein.

3.1 Available Plans

HL Hunt offers the following Subscription plans for the Software:

3.2 Plan Features

All plans include:

• Full Metro 2® data conversion functionality
• Support for all Metro 2® compliance segments (Base, J1, J2, K1, L1)
• Pre-submission validation and error checking
• Secure file upload and download
• Conversion history and audit logs
• Email support during business hours
• Software updates and maintenance

3.3 Custom Enterprise Plans

Licensees requiring volume exceeding 500,000 records per month or custom features may contact HL Hunt to discuss Enterprise pricing. Enterprise agreements require a separate written contract.

3.4 Price Changes

HL Hunt reserves the right to modify pricing at any time. Price changes will be communicated at least thirty (30) days before the next Billing Period. Continued use of the Software after a price change constitutes acceptance of the new pricing.

4.1 Billing and Payment

• Advance Payment: All Subscription fees are billed in advance at the beginning of each Billing Period.
• Automatic Renewal: Subscriptions automatically renew each month unless canceled before the renewal date.
• Payment Method: Licensee must provide a valid payment method (credit card, debit card, or ACH). Licensee authorizes HL Hunt to charge the designated payment method for all fees due.
• Currency: All fees are in United States Dollars (USD).
• Taxes: Fees are exclusive of all taxes. Licensee is responsible for all applicable taxes, duties, and governmental charges.

4.2 Overage Billing

• If Licensee exceeds the record limit for their plan in any Billing Period, overage charges will apply.
• Overage charges are calculated at the per-record rate specified in Section 3.1 for each record exceeding the plan limit.
• Overage charges are billed at the end of the Billing Period in which they occurred.
• Overage charges are non-refundable.

4.3 Failed Payments

• If a payment fails, HL Hunt will notify Licensee and may retry the payment.
• Licensee has five (5) business days to resolve payment issues.
• Accounts with failed payments may have access suspended until payment is received.
• HL Hunt may charge a returned payment fee of $50 for each failed payment due to insufficient funds or similar issues.

4.4 Late Payments

• Payments not received within ten (10) days of the due date are considered late.
• Late payments accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.
• HL Hunt reserves the right to suspend or terminate access for accounts with outstanding balances exceeding thirty (30) days.
• Licensee is responsible for all collection costs, including reasonable attorneys' fees, incurred in collecting overdue amounts.

5.1 Non-Refundable Fees

The following fees are non-refundable under any circumstances:

• Monthly Subscription fees, whether for partial or full Billing Periods;
• Overage charges for records processed beyond plan limits;
• Setup fees, onboarding fees, or implementation fees (if applicable);
• Any other fees charged in connection with the Software.

5.2 Triggering Events

Without limiting the generality of the above, fees become final and non-refundable upon the occurrence of ANY of the following:

• Licensee's Subscription is activated and access to the Software is granted;
• Any Source Data file is uploaded to the Software;
• Any data Conversion is initiated or completed;
• Any Output File is generated, previewed, or downloaded;
• Any Software feature or functionality is accessed or used;
• The Billing Period begins, regardless of actual usage;
• Any API call is made to the Software.

5.3 No Pro-Rata Refunds

• If Licensee cancels mid-Billing Period, no pro-rata refund will be provided for the unused portion of the period.
• If Licensee downgrades to a lower plan, no refund will be provided for the difference.
• If Licensee's account is terminated for any reason, no refund will be provided.

5.4 No Refunds for Dissatisfaction

• Refunds are not provided if Licensee is dissatisfied with the Software for any reason.
• Refunds are not provided if the Software does not meet Licensee's expectations.
• Refunds are not provided if Licensee decides not to use the Software.
• Refunds are not provided if Licensee's business needs change.
• Refunds are not provided for CRA rejections of Output Files.

5.5 No Refunds for Technical Issues

• Refunds are not provided for temporary service interruptions or downtime.
• Refunds are not provided for bugs, errors, or defects in the Software (HL Hunt will use commercially reasonable efforts to resolve such issues).
• Refunds are not provided for data formatting issues caused by incorrect Source Data.

5.6 Sole Exception

The only circumstance under which a refund may be considered is if HL Hunt erroneously charges Licensee's payment method for fees not actually owed (e.g., duplicate charge, billing system error). Such refunds are at HL Hunt's sole discretion and require written documentation of the error.

5.7 Acknowledgment

BY SUBSCRIBING TO THE SOFTWARE, LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT:

• Licensee has read and understands this No Refunds Policy;
• Licensee accepts that all fees are final and non-refundable;
• Licensee waives any right to dispute charges or request chargebacks for valid fees;
• Licensee will not seek refunds through payment processors, credit card companies, or other means;
• Licensee assumes full financial responsibility for the Subscription.

6.1 Record Limits

• Essential Plan: Up to 50,000 records per Billing Period.
• Professional Plan: Up to 500,000 records per Billing Period.
• A "record" is counted each time a unique tradeline/account is processed through the Software, regardless of whether the Conversion is successful or the Output File is downloaded.
• Reprocessing the same record multiple times counts as multiple records.

6.2 Record Counting

• Records are counted at the time of upload/processing, not at the time of successful Conversion.
• Failed Conversions due to data errors still count against the record limit.
• Test files and validation runs count against the record limit.
• Record counts are tracked in the Software dashboard and are final.

6.3 Overage Handling

• If Licensee approaches or exceeds the record limit, the Software may notify Licensee but is not required to do so.
• Exceeding the record limit does not automatically block access; overage charges apply.
• Overage charges are calculated and billed at the end of each Billing Period.
• Licensee is responsible for monitoring usage to avoid unexpected overage charges.

6.4 Plan Upgrades

• Licensee may upgrade to a higher plan at any time.
• Upgrades take effect immediately, and the new rate is pro-rated for the remainder of the current Billing Period.
• Upgrading may be more cost-effective than paying overage charges; Licensee should contact HL Hunt for guidance.

7.1 Permitted Use

The Software may be used only for:

• Converting Licensee's own credit data to Metro 2® format;
• Preparing data files for submission to consumer reporting agencies;
• Validating data accuracy and format compliance;
• Legitimate internal business purposes related to credit data furnishing.

7.2 Prohibited Use

The Software shall NOT be used to:

• Process data for third parties, affiliates, or clients (service bureau use) without prior written consent;
• Process fraudulent, fabricated, or knowingly inaccurate data;
• Circumvent or violate any law, regulation, or CRA requirement;
• Interfere with or disrupt the Software or connected systems;
• Attempt to access data or accounts belonging to other users;
• Transmit malware, viruses, or other harmful code;
• Engage in any activity that could harm HL Hunt's reputation or systems;
• Violate the Fair Credit Reporting Act (FCRA) or other consumer protection laws;
• Process data without proper consumer consent or permissible purpose;
• Any purpose that is illegal, unethical, or harmful.

7.3 Consequences of Violation

Violation of the Acceptable Use Policy may result in:

• Immediate suspension or termination of access without refund;
• Deletion of Licensee's data and Output Files;
• Reporting to relevant authorities or CRAs;
• Legal action to recover damages and costs;
• Permanent ban from HL Hunt products and services.

8.1 Licensee Data Ownership

• Licensee retains all ownership rights to Source Data uploaded to the Software.
• Licensee retains all ownership rights to Output Files generated by the Software.
• HL Hunt does not claim ownership of Licensee's data.

8.2 Licensee Data Responsibilities

Licensee is solely responsible for:

• The accuracy, completeness, and legality of all Source Data;
• Ensuring Source Data does not infringe any third-party rights;
• Obtaining all necessary consents from data subjects;
• Compliance with all applicable data protection and privacy laws;
• Compliance with FCRA furnisher obligations;
• Maintaining backups of Source Data and Output Files;
• Reviewing Output Files for accuracy before submission to CRAs;
• Any consequences of submitting inaccurate data to CRAs.

8.3 HL Hunt Data Processing

• HL Hunt processes Licensee's data solely to provide the Software functionality.
• HL Hunt does not access, review, or use Licensee's data except as necessary to operate the Software or as required by law.
• HL Hunt implements industry-standard security measures to protect data.
• HL Hunt may generate anonymized, aggregated statistics from usage data for internal purposes.

8.4 Data Retention

• Source Data and Output Files are retained in the Software for ninety (90) days after upload/generation.
• After ninety (90) days, data may be automatically deleted without notice.
• Licensee is responsible for downloading and retaining copies of Output Files.
• Upon account termination, data is deleted within thirty (30) days.
• HL Hunt may retain certain data as required by law or for audit purposes.

9.1 Licensee Compliance

Licensee represents, warrants, and covenants that it:

• Is a legitimate data furnisher with a permissible purpose to report credit data;
• Has all necessary registrations, licenses, and authorizations required to furnish credit data;
• Has executed data furnisher agreements with applicable CRAs;
• Complies with the Fair Credit Reporting Act (FCRA), 15 U.S.C. § 1681 et seq.;
• Complies with CFPB Regulation V (12 CFR Part 1022);
• Complies with the CDIA Metro 2® Credit Reporting Resource Guide;
• Maintains written policies and procedures for data accuracy and dispute handling;
• Complies with all applicable federal, state, and local laws and regulations.

9.2 Metro 2® Compliance

• The Software is designed to generate output compliant with current Metro 2® specifications.
• Licensee is responsible for ensuring Source Data contains all required fields and valid values.
• HL Hunt does not guarantee CRA acceptance of Output Files; acceptance depends on data quality and CRA requirements.
• Licensee must stay current on Metro 2® specification changes and adjust Source Data accordingly.

9.3 HL Hunt Compliance Statement

HL Hunt maintains the Software in accordance with current CDIA Metro 2® specifications and updates the Software as specifications change. However, HL Hunt is a software provider, not a data furnisher, and does not furnish data to CRAs on Licensee's behalf. All compliance obligations related to data accuracy, dispute handling, and furnisher duties remain solely with Licensee.

10.1 HL Hunt Intellectual Property

• The Software, including all code, algorithms, designs, interfaces, documentation, and related materials, is the exclusive property of HL Hunt.
• All trademarks, service marks, trade names, and logos associated with HL Hunt or the Software are the property of HL Hunt.
• Licensee acquires no ownership interest in the Software or HL Hunt intellectual property.
• Feedback, suggestions, or improvements provided by Licensee become the property of HL Hunt.

10.2 Third-Party Intellectual Property

• "Metro 2" is a registered trademark of the Consumer Data Industry Association (CDIA).
• HL Hunt's use of Metro 2® references is for descriptive purposes and does not imply endorsement by CDIA.
• The Software may include third-party components subject to separate license terms.

10.3 Infringement Claims

Licensee shall promptly notify HL Hunt of any claim that the Software infringes third-party intellectual property rights. HL Hunt reserves the right to modify the Software to avoid infringement or to terminate the license if necessary.

11.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either party, including:

• Software code, algorithms, specifications, and documentation;
• Pricing, business plans, and financial information;
• Customer lists, data, and trade secrets;
• Any information marked or identified as confidential.

11.2 Obligations

• Each party shall maintain the confidentiality of the other party's Confidential Information.
• Confidential Information shall only be used for purposes of this Agreement.
• Confidential Information shall not be disclosed to third parties without prior written consent.
• Confidentiality obligations survive termination of this Agreement for five (5) years.

11.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party;
• Was rightfully known prior to disclosure;
• Is independently developed without use of Confidential Information;
• Is required to be disclosed by law (with notice to the disclosing party).

12.1 No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HL HUNT EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY;
• IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE;
• IMPLIED WARRANTIES OF NON-INFRINGEMENT;
• WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE;
• WARRANTIES THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
• WARRANTIES THAT OUTPUT FILES WILL BE ACCEPTED BY ANY CRA;
• WARRANTIES THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS;
• WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF ANY OUTPUT.

12.2 Use at Own Risk

Licensee uses the Software at its own risk. HL Hunt does not warrant that the Software will be compatible with Licensee's systems, that defects will be corrected, or that the Software is free of harmful components.

12.3 No CRA Guarantees

HL Hunt makes no representations or warranties regarding:

• CRA acceptance of Output Files;
• CRA processing times or procedures;
• The effect of furnished data on consumer credit reports;
• Compliance with any specific CRA requirements beyond Metro 2® format.

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HL HUNT BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS;
• LOSS OF DATA OR INFORMATION;
• LOSS OF GOODWILL OR REPUTATION;
• COST OF SUBSTITUTE GOODS OR SERVICES;
• DAMAGES ARISING FROM CRA REJECTIONS OR CONSUMER DISPUTES;
• DAMAGES ARISING FROM REGULATORY ACTIONS OR FINES;
• ANY OTHER INDIRECT OR CONSEQUENTIAL LOSS;

WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF HL HUNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HL HUNT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF:

• The total fees actually paid by Licensee to HL Hunt during the three (3) months immediately preceding the claim; or
• Two Thousand Five Hundred Dollars ($2,500.00).

13.3 Basis of the Bargain

The limitations of liability set forth in this Section 13 are a fundamental part of the basis of the bargain between the parties. HL Hunt would not provide the Software without these limitations. Licensee acknowledges that the fees reflect this allocation of risk.

13.4 Exceptions

Nothing in this Agreement excludes or limits liability for fraud, willful misconduct, or any liability that cannot be excluded or limited by applicable law.

14.1 Licensee Indemnification

Licensee agrees to indemnify, defend, and hold harmless HL Hunt and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Licensee's breach of any term of this Agreement;
• Licensee's violation of any applicable law, regulation, or third-party right;
• Licensee's Source Data, including any claims of inaccuracy, defamation, or privacy violation;
• Licensee's submission of Output Files to CRAs;
• Any consumer disputes, complaints, or litigation arising from Licensee's data furnishing;
• Any regulatory investigation, examination, or enforcement action related to Licensee's activities;
• Any claim that Licensee lacks authority or permissible purpose to furnish credit data;
• Any fraud, misrepresentation, or misconduct by Licensee.

14.2 Indemnification Procedure

• HL Hunt will promptly notify Licensee of any claim subject to indemnification.
• Licensee shall have the right to control the defense, subject to HL Hunt's right to participate at its own expense.
• Licensee shall not settle any claim without HL Hunt's prior written consent if the settlement would impose any obligation on HL Hunt.
• HL Hunt shall provide reasonable cooperation in the defense of any claim.

15.1 Term

• This Agreement begins when Licensee creates an account or first accesses the Software.
• The Subscription continues on a month-to-month basis until terminated.
• Each Billing Period constitutes a separate subscription term.

15.2 Termination by Licensee

• Licensee may terminate the Subscription at any time by canceling through the account dashboard or by providing written notice to HL Hunt.
• Termination takes effect at the end of the current Billing Period.
• No refunds are provided for early termination (see Section 5).

15.3 Termination by HL Hunt

HL Hunt may terminate this Agreement immediately, without notice or refund, if:

• Licensee breaches any term of this Agreement;
• Licensee fails to pay fees when due;
• Licensee violates the Acceptable Use Policy;
• Licensee engages in fraudulent or illegal activity;
• HL Hunt is required to do so by law or regulatory order;
• HL Hunt discontinues the Software (with thirty days' notice if practicable);
• HL Hunt determines, in its sole discretion, that continued service poses a risk.

15.4 Termination for Convenience

HL Hunt may terminate this Agreement for any reason by providing thirty (30) days' written notice. In such case, HL Hunt will refund prepaid fees for any full Billing Periods not yet commenced.

16.1 Upon Termination

• Licensee's access to the Software is immediately revoked.
• All rights granted under this Agreement terminate.
• Licensee must cease all use of the Software.
• Licensee must delete any downloaded Software components or documentation.
• All outstanding fees become immediately due and payable.

16.2 Data Handling

• Upon termination, Licensee has thirty (30) days to download Output Files and data.
• After thirty (30) days, HL Hunt may delete all Licensee data without further notice.
• HL Hunt has no obligation to retain Licensee data after termination.
• HL Hunt may retain data as required by law or for audit purposes.

16.3 Survival

The following provisions survive termination: Sections 1 (Definitions), 5 (No Refunds), 8.2 (Data Responsibilities), 10 (Intellectual Property), 11 (Confidentiality), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 16 (Effects of Termination), 17 (Dispute Resolution), and 18 (General Provisions).

17.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of law principles.

17.2 Mandatory Arbitration

All disputes arising out of or relating to this Agreement shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Lexington, Kentucky, before a single arbitrator. The arbitrator's award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

17.3 Class Action Waiver

LICENSEE WAIVES ANY RIGHT TO ASSERT CLAIMS AGAINST HL HUNT AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION. All claims must be brought individually. The arbitrator may not consolidate claims or preside over any form of class proceeding.

17.4 Jury Trial Waiver

LICENSEE WAIVES ANY RIGHT TO A JURY TRIAL in any action or proceeding arising out of or related to this Agreement.

17.5 Limitation on Claims

Any claim arising out of or related to this Agreement must be filed within one (1) year after the claim arose, or the claim shall be permanently barred.

17.6 Equitable Relief

Notwithstanding the foregoing, HL Hunt may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

18.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

18.2 Amendments

HL Hunt may amend this Agreement at any time by posting the revised terms on its website or notifying Licensee by email. Continued use of the Software after the effective date of any amendment constitutes acceptance of the revised terms.

18.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force and effect.

18.4 Waiver

No waiver of any term shall be deemed a continuing waiver or waiver of any other term. HL Hunt's failure to enforce any provision shall not constitute a waiver of its right to do so.

18.5 Assignment

• Licensee may not assign this Agreement without HL Hunt's prior written consent.
• HL Hunt may freely assign this Agreement to any successor or affiliate.
• Any attempted assignment in violation of this section is void.

18.6 Force Majeure

Neither party shall be liable for any failure or delay due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or CRA system outages.

18.7 Independent Contractors

The relationship between HL Hunt and Licensee is that of independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship.

18.8 Notices

All notices shall be in writing and delivered to the addresses provided. Notices to HL Hunt must be sent to the address in Section 19. Notices to Licensee will be sent to the email address on file.

18.9 Export Compliance

Licensee shall comply with all applicable export control laws and regulations. The Software may not be exported or re-exported to prohibited countries or persons.