1.1 Purpose of Agreement

This Agreement establishes the complete terms, conditions, rights, obligations, and responsibilities governing the relationship between HL Hunt and Members participating in the Business Credit Builder Program and utilizing the In-House Credit Line. This Agreement is designed to provide clarity regarding program operations, credit reporting practices, payment requirements, dispute resolution procedures, and the limitations of the services provided.

1.2 Acceptance of Terms

• By enrolling in the Program, You represent and warrant that You have the legal capacity and authority to enter into this binding Agreement.
• If enrolling on behalf of a business entity, You represent and warrant that You have the authority to bind such entity to this Agreement.
• Your continued participation in the Program constitutes ongoing acceptance of these terms as amended from time to time.
• Failure to read or understand this Agreement does not excuse non-compliance with its terms.
• Electronic acceptance of this Agreement shall have the same legal effect as a handwritten signature.

1.3 Entire Agreement

This Agreement, together with any enrollment forms, addenda, or amendments executed by the parties, constitutes the entire agreement between You and HL Hunt regarding the Program. No oral or written statements, representations, promises, or inducements made by any HL Hunt representative that are not contained in this Agreement shall be binding upon HL Hunt. You acknowledge that You are not relying on any representations not expressly set forth herein.

2.1 Program-Related Definitions

• "HL Hunt" or "Company" refers to HL Hunt LLC, a limited liability company organized under the laws of the Commonwealth of Kentucky, and its successors, assigns, affiliates, subsidiaries, officers, directors, employees, agents, and representatives.
• "Program" refers to the HL Hunt Business Credit Builder Program, including all services, features, and benefits offered thereunder.
• "Credit Line" refers to the in-house tradeline issued by HL Hunt to Members, which is reported to Credit Bureaus as described in this Agreement.
• "Member," "Participant," "You," or "Your" refers to any individual or business entity that enrolls in or participates in the Program.
• "Membership" refers to the subscription-based relationship between HL Hunt and Member, including all associated fees, benefits, and obligations.

2.2 Credit-Related Definitions

• "Credit Bureaus" refers to third-party business credit reporting agencies, including but not limited to Dun & Bradstreet, Experian Business, Equifax Business, and any other agencies to which HL Hunt may report, at its sole discretion.
• "Tradeline" refers to the credit account record that HL Hunt may report to Credit Bureaus reflecting the Member's payment history and account status.
• "Credit Report" refers to any report generated by a Credit Bureau containing information about a business's credit history and accounts.
• "Credit Score" refers to any numerical representation of creditworthiness generated by Credit Bureaus or other scoring models.

2.3 Payment-Related Definitions

• "Membership Fees" refers to all fees, charges, and payments required for participation in the Program, as established by HL Hunt and subject to modification.
• "Delinquency" refers to any payment not received by HL Hunt within thirty (30) days of the due date.
• "Default" refers to a Member's failure to cure a Delinquency within sixty (60) days of the original due date, or any material breach of this Agreement.
• "Grace Period" refers to any period following a payment due date during which HL Hunt may, in its sole discretion, accept late payment without penalty; no Grace Period is guaranteed.

3.1 Basic Eligibility Criteria

• Be at least eighteen (18) years of age, or the age of legal majority in Your jurisdiction if higher.
• Operate a legally registered and validly existing business entity in the Commonwealth of Kentucky or any other recognized jurisdiction within the United States.
• Possess and provide a valid Employer Identification Number (EIN) or Tax Identification Number (TIN) issued by the Internal Revenue Service.
• Maintain an active business bank account in the legal name of the business entity.
• Provide accurate, complete, and verifiable business information as requested by HL Hunt.
• Agree to periodic credit reporting to designated Credit Bureaus as determined by HL Hunt.
• Not have any outstanding fraudulent, delinquent, or charged-off accounts previously associated with HL Hunt or any affiliated entity.
• Not be engaged in any illegal business activities or operations that violate federal, state, or local laws.
• Not be subject to any bankruptcy proceeding, receivership, or similar insolvency action.

3.2 Prohibited Business Activities

HL Hunt reserves the right to deny or terminate participation for businesses engaged in activities that HL Hunt deems, in its sole discretion, to be high-risk, unethical, or potentially damaging to HL Hunt's reputation, including but not limited to:

• Illegal gambling, unlicensed firearms sales, or controlled substance distribution.
• Adult entertainment, escort services, or pornography production or distribution.
• Pyramid schemes, multi-level marketing deemed fraudulent, or other deceptive business practices.
• Businesses subject to significant regulatory enforcement action or ongoing legal proceedings.
• Any business activity that violates applicable laws, regulations, or industry standards.

3.3 Verification and Documentation

• HL Hunt reserves the absolute right to request additional documentation or verification at any time, including but not limited to: articles of incorporation, business licenses, bank statements, tax returns, and proof of identity.
• Failure to provide requested documentation within fourteen (14) days of request may result in application denial or account suspension.
• HL Hunt may utilize third-party verification services to confirm the accuracy of information provided.
• Providing false, misleading, or incomplete information constitutes grounds for immediate termination and may be reported to appropriate authorities.

3.4 Application Decisions

HL Hunt reserves the sole and absolute discretion to approve or deny any application for any reason or no reason, subject only to applicable anti-discrimination laws. Approval of an application does not guarantee continued participation; Members must maintain eligibility throughout their participation. If an application is denied, the applicant may request a review; however, such review is at HL Hunt's sole discretion, and HL Hunt is under no obligation to provide reasons for denial or to reconsider any decision.

4.1 Description of Credit Line

• The HL Hunt Credit Line is an in-house, membership-based tradeline issued solely by HL Hunt for the purpose of reporting payment activity to Credit Bureaus and providing purchasing privileges within the HL Hunt Marketplace.
• THE CREDIT LINE MAY ONLY BE USED TO SHOP THE HL HUNT MARKETPLACE. It cannot be used at any other retailer, merchant, or point of sale.
• THE CREDIT LINE IS NOT A LOAN. It does not represent borrowed funds, does not accrue interest as a debt instrument, and does not create a debtor-creditor relationship.
• THE CREDIT LINE IS NOT A GENERAL-PURPOSE CREDIT CARD. It cannot be used for purchases outside of the HL Hunt Marketplace, cash advances, balance transfers, or any transactional purpose beyond HL Hunt Marketplace purchases.
• THE CREDIT LINE IS NOT A REVOLVING LINE OF CREDIT. There is no available credit balance that can be drawn upon or utilized outside of HL Hunt Marketplace purchases.
• THE CREDIT LINE IS NOT A SECURED CREDIT PRODUCT. No collateral is required or held, and no security interest is created.
• The Credit Line functions as a reporting mechanism through which HL Hunt may report the Member's payment history to Credit Bureaus, with purchasing privileges limited exclusively to the HL Hunt Marketplace.

4.2 Credit Line Amount and Terms

• The Credit Line amount, if any, is determined solely by HL Hunt based on factors including, but not limited to, membership tier, payment history, account standing, and HL Hunt's internal policies.
• HL Hunt reserves the absolute right to set, adjust, increase, decrease, or eliminate the Credit Line amount at any time, for any reason, without prior notice to Member.
• The Credit Line amount does not represent available funds, purchasing power, or any form of credit that can be utilized by the Member.
• HL Hunt may establish different Credit Line amounts for different membership tiers or individual Members at its sole discretion.

4.3 HL Hunt Marketplace Usage

THE HL HUNT CREDIT ACCOUNT MAY ONLY BE USED TO SHOP THE HL HUNT MARKETPLACE AND FOR NO OTHER PURPOSE. Members acknowledge and agree that:

• The HL Hunt Credit Account is exclusively restricted to purchases made through the HL Hunt Marketplace (available at www.hlhunt.org/marketplace or such other URL as HL Hunt may designate).
• The Credit Account cannot be used at any other retailer, merchant, website, or point of sale, whether online or in-person.
• The Credit Account cannot be used for cash withdrawals, cash advances, balance transfers, or conversion to cash or cash equivalents.
• The Credit Account cannot be transferred, assigned, or used by any party other than the enrolled Member.
• Any attempt to use the Credit Account outside of the HL Hunt Marketplace is prohibited and may result in immediate account termination.
• HL Hunt reserves the right to decline any transaction that does not comply with these usage restrictions.
• Products and services available through the HL Hunt Marketplace are subject to separate terms of sale and availability.
• HL Hunt reserves the right to modify, suspend, or discontinue the HL Hunt Marketplace at any time without notice.

4.4 Purpose and Limitations

In addition to the Marketplace usage restrictions above, the Credit Line serves as a tradeline that may be reported to Credit Bureaus. Members acknowledge and agree that:

• The Credit Line cannot be used for any purchases outside of the HL Hunt Marketplace.
• The Credit Line has no cash value, redemption value, or monetary value of any kind outside of HL Hunt Marketplace purchases.
• The Credit Line does not entitle Member to any funds, credit, or financial resources from HL Hunt other than Marketplace purchasing privileges.
• The effectiveness of the Credit Line in building business credit depends entirely on factors outside HL Hunt's control, including Credit Bureau policies, Member payment behavior, and third-party credit decisions.
• Marketplace purchasing privileges are separate from and do not guarantee any credit reporting or credit-building outcomes.

5.1 Reporting Practices

• HL Hunt MAY report account activity, including on-time payments, late payments, delinquencies, defaults, and account status, to one or more business Credit Bureaus.
• HL Hunt reports to Credit Bureaus at its sole discretion and may change, suspend, or discontinue reporting at any time without notice.
• The frequency, timing, and content of reports are determined solely by HL Hunt and are subject to change.
• HL Hunt does not guarantee any specific reporting schedule, format, or content.
• Different Credit Bureaus may receive different information, or no information, at HL Hunt's sole discretion.

5.2 Credit Bureau Independence

• Credit Bureaus are independent third parties over which HL Hunt has no control, influence, or authority.
• HL Hunt does not control whether any Credit Bureau accepts, processes, displays, or utilizes reported information.
• HL Hunt does not control how Credit Bureaus interpret, weigh, score, or present reported information.
• Each Credit Bureau has its own policies, procedures, algorithms, and criteria that are not controlled by HL Hunt.
• Credit Bureaus may modify their practices at any time without notice to HL Hunt or Members.

5.3 Reporting Limitations

• HL Hunt makes no guarantee, representation, or warranty that any report will be submitted to any Credit Bureau.
• HL Hunt makes no guarantee, representation, or warranty that any Credit Bureau will accept, process, or display any reported information.
• Reporting timelines vary by bureau and may take thirty (30) days, sixty (60) days, ninety (90) days, or longer—or may never occur.
• HL Hunt is not responsible for delays, errors, omissions, or failures in Credit Bureau processing or reporting.
• Technical issues, policy changes, or other factors may prevent or delay reporting at any time.

5.4 Member Responsibilities

• It is the Member's sole responsibility to monitor their business credit reports from all relevant Credit Bureaus.
• Member must verify the accuracy of their credit reports directly with the Credit Bureaus.
• Any disputes regarding information appearing on credit reports must first be directed to the applicable Credit Bureau.
• Disputes regarding information reported by HL Hunt must be submitted in writing to HL Hunt within thirty (30) days of discovery, accompanied by supporting documentation.
• HL Hunt will investigate disputes in accordance with applicable law but makes no guarantee regarding the outcome of any dispute.

5.5 Cessation of Reporting

HL Hunt reserves the right to cease, suspend, or modify reporting for any Member at any time, for any reason, including but not limited to:

• Account delinquency or default.
• Suspected fraud, misrepresentation, or policy violation.
• Changes in HL Hunt's business practices or Credit Bureau relationships.
• Technical or operational issues affecting reporting capabilities.
• Any other reason in HL Hunt's sole discretion.

6.1 No Guarantee of Credit Score Improvement

• HL HUNT DOES NOT GUARANTEE ANY INCREASE IN YOUR BUSINESS CREDIT SCORE. Credit scores are determined by Credit Bureaus using proprietary algorithms and methodologies over which HL Hunt has no control.
• HL HUNT DOES NOT GUARANTEE ANY SPECIFIC POINT INCREASE in any credit score, rating, or index, whether one (1) point, ten (10) points, fifty (50) points, or any other amount.
• HL HUNT DOES NOT GUARANTEE ANY IMPROVEMENT in Your business credit profile, creditworthiness assessment, or credit standing.
• Past results achieved by other Members do not guarantee similar results for any current or future Member.
• Testimonials, case studies, or success stories do not represent guaranteed outcomes.

6.2 No Guarantee of Bureau Posting

• HL HUNT DOES NOT GUARANTEE THAT YOUR ACCOUNT OR TRADELINE WILL BE POSTED, DISPLAYED, OR APPEAR ON ANY CREDIT BUREAU REPORT.
• HL Hunt does not guarantee that any Credit Bureau will accept the reported information.
• HL Hunt does not guarantee that any Credit Bureau will process the reported information.
• HL Hunt does not guarantee that any Credit Bureau will display the reported information on any credit report.
• HL Hunt does not guarantee that the reported information will remain on any credit report for any period of time.
• Credit Bureaus have sole discretion over what information they accept, process, display, and retain.

6.3 No Guarantee of Credit Approval

• HL HUNT DOES NOT GUARANTEE APPROVAL FOR ANY BUSINESS LOAN, CREDIT CARD, LINE OF CREDIT, OR ANY OTHER FINANCING PRODUCT from any lender, financial institution, or credit provider.
• Lenders and creditors make independent credit decisions using their own criteria, which HL Hunt does not control.
• Participation in the Program does not guarantee, represent, or imply that You will qualify for any credit product.
• HL Hunt is not a lender and does not make credit decisions for any third party.

6.4 Factors Affecting Results

Members acknowledge that credit outcomes are affected by numerous factors entirely outside HL Hunt's control, including but not limited to:

• The Member's existing credit history, accounts, and payment behavior.
• The Member's utilization of other credit products and accounts.
• Public records, liens, judgments, and bankruptcies.
• Credit Bureau policies, algorithms, and scoring methodologies.
• Lender and creditor underwriting criteria and risk tolerance.
• Economic conditions and lending market factors.
• Changes in laws, regulations, or industry practices.

6.5 Acknowledgment of Limitations

BY ENROLLING IN THE PROGRAM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• You understand that no credit score increase is guaranteed.
• You understand that no specific point increase is guaranteed.
• You understand that bureau posting is not guaranteed.
• You understand that credit approval is not guaranteed.
• You are enrolling with full knowledge of these limitations.
• You will not hold HL Hunt responsible for any failure to achieve desired credit outcomes.
• You have not relied on any verbal or written representations contrary to these disclaimers.

7.1 Membership Fees

• Members must pay all Membership Fees as established by HL Hunt and communicated at the time of enrollment or thereafter.
• Membership Fees are due on the date specified by HL Hunt, which may be monthly, quarterly, annually, or on another schedule.
• HL Hunt reserves the right to modify Membership Fees at any time with at least thirty (30) days' prior written notice to Members.
• Continued participation following a fee increase constitutes acceptance of the new fee structure.
• Members who do not accept fee increases may terminate their Membership in accordance with Section 8.

7.2 Payment Methods and Processing

• Members must provide a valid payment method acceptable to HL Hunt, which may include credit card, debit card, ACH bank transfer, or other methods as offered.
• Members authorize HL Hunt to charge the designated payment method for all fees when due.
• Members are responsible for ensuring their payment method remains valid and has sufficient funds.
• Failed payments due to insufficient funds, expired cards, or other Member-caused issues may result in fees and negative reporting.
• HL Hunt may retry failed payments and may charge applicable fees for returned or declined payments.

7.3 Late Payments and Delinquency

• Payments not received by the due date are considered late and may be reported as such to Credit Bureaus.
• Late payments may result in late fees as established by HL Hunt.
• Payments more than thirty (30) days past due constitute Delinquency and will be reported as delinquent.
• Payments more than sixty (60) days past due constitute Default and may result in account termination.
• HL Hunt is not obligated to provide any grace period, payment plan, or accommodation for late payments.

7.4 Non-Refundable Payments

• ALL PAYMENTS ARE NON-REFUNDABLE. Once a payment is processed, it will not be refunded for any reason, including but not limited to: voluntary termination, involuntary termination, dissatisfaction with results, failure to achieve credit goals, or any other reason.
• Members who dispute charges with their payment provider after processing may be terminated and reported to Credit Bureaus.
• Chargebacks or payment reversals initiated by Member may be treated as fraud and referred for collection.

7.5 Collection of Unpaid Balances

In the event of non-payment, HL Hunt reserves the right to pursue all available remedies, including:

• Reporting delinquency and default to Credit Bureaus.
• Engaging third-party collection agencies.
• Pursuing legal action to recover amounts owed plus costs, attorney fees, and interest.
• Offsetting amounts owed against any amounts owed to Member.
• Any other lawful collection method.

8.1 Voluntary Termination by Member

• Members may voluntarily terminate their participation by providing written notice to HL Hunt at least thirty (30) days prior to the desired termination date.
• Written notice must be sent via email to [email protected] or by mail to the address provided in Section 17.
• Termination requests are not effective until acknowledged in writing by HL Hunt.
• Members remain responsible for all fees due through the effective termination date.
• No refunds or prorated fees will be provided upon voluntary termination.

8.2 Termination by HL Hunt

HL Hunt reserves the absolute right to terminate any Member's participation immediately, without prior notice, for any reason, including but not limited to:

• Fraud, misrepresentation, or provision of false information.
• Non-payment, delinquency, or default.
• Breach of any term or condition of this Agreement.
• Conduct that HL Hunt deems harmful to its business, reputation, or other Members.
• Engagement in prohibited business activities.
• Failure to maintain eligibility requirements.
• At HL Hunt's sole discretion for any other reason or no reason.

8.3 Effects of Termination

• Upon termination, HL Hunt will report the closure of the account to Credit Bureaus, which may negatively impact the Member's credit profile.
• Termination for cause (fraud, non-payment, breach) will be reported as such and may significantly damage the Member's business credit.
• All rights and benefits under the Program cease immediately upon termination.
• Termination does not relieve Member of any outstanding payment obligations.
• Provisions of this Agreement that by their nature should survive termination (including Sections 9, 10, 11, 12, and 14) shall survive.

8.4 Program Discontinuation

HL Hunt reserves the right to discontinue, modify, or suspend the Program at any time, for any reason, with or without notice. In the event of Program discontinuation, HL Hunt's sole obligation shall be to provide prorated refund of prepaid fees for the period following discontinuation, if any. HL Hunt shall have no liability for any damages arising from Program discontinuation.

9.1 "As Is" Provision

THE PROGRAM, CREDIT LINE, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. 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 PROGRAM WILL MEET MEMBER'S REQUIREMENTS OR EXPECTATIONS.
• WARRANTIES THAT THE PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

9.2 No Warranties Regarding Credit Outcomes

• HL Hunt makes no warranty that the Program will result in any credit score improvement.
• HL Hunt makes no warranty that any tradeline will be posted to any Credit Bureau.
• HL Hunt makes no warranty that Member will qualify for any financing product.
• HL Hunt makes no warranty regarding the accuracy, completeness, or timeliness of any credit reporting.
• HL Hunt makes no warranty that Credit Bureaus will accept, process, or display any reported information.

9.3 Third-Party Disclaimer

HL Hunt is not responsible for and makes no warranties regarding any third-party products, services, or information, including but not limited to Credit Bureaus, lenders, credit products, or any other third parties. Any dealings with third parties are solely between Member and the third party.

9.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the foregoing exclusions shall apply to the fullest extent permitted by applicable law. Any warranties that cannot be excluded shall be limited to the minimum period and scope permitted by law.

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HL HUNT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, business, or anticipated savings.
• Loss of data or business information.
• Loss of goodwill or reputation.
• Denial of credit or financing by any third party.
• Any credit score decrease or credit damage.
• Any other indirect or consequential loss or damage.

This exclusion applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if HL Hunt has been advised of the possibility of such damages.

10.2 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, THE PROGRAM, OR ANY RELATED SERVICES SHALL NOT EXCEED THE LESSER OF:

• The total amount of Membership Fees actually paid by Member to HL Hunt during the six (6) months immediately preceding the claim; or
• Five Hundred Dollars ($500.00).

This limitation applies regardless of the number of claims, the theory of liability, or whether HL Hunt has been advised of the possibility of such damages.

10.3 Exclusion of Liability for Third Parties

• HL Hunt is not liable for any acts, omissions, decisions, or policies of any Credit Bureau.
• HL Hunt is not liable for any credit decisions made by any lender, creditor, or financial institution.
• HL Hunt is not liable for any damages caused by third-party products, services, or information.
• HL Hunt is not liable for any unauthorized access to Member's information by third parties.

10.4 Essential Basis of Agreement

Member acknowledges that the limitations of liability in this Section are a fundamental element of the basis of the bargain between HL Hunt and Member. HL Hunt would not provide the Program without these limitations. Member agrees that these limitations are reasonable and appropriate.

11.1 Indemnification Obligation

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

• Member's breach of any term, condition, representation, or warranty in this Agreement.
• Member's violation of any applicable law, regulation, or third-party right.
• Member's use or misuse of the Program or Credit Line.
• Any fraud, misrepresentation, or misconduct by Member.
• Any dispute between Member and any third party, including Credit Bureaus, lenders, or creditors.
• Any claim that Member's business activities violate any law or third-party right.
• Member's negligence or willful misconduct.

11.2 Defense and Settlement

• HL Hunt shall have the right, but not the obligation, to assume the exclusive defense and control of any matter subject to indemnification.
• Member shall not settle any claim without HL Hunt's prior written consent.
• Member shall cooperate fully with HL Hunt in the defense of any indemnified claim.
• This indemnification obligation shall survive termination of this Agreement.

12.1 Agreement to Arbitrate

Any dispute, controversy, or claim arising out of or relating to this Agreement, the Program, or the relationship between HL Hunt and Member, including the validity, interpretation, breach, or termination thereof, shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring claims in small claims court if the claims qualify.

12.2 Arbitration Rules and Procedures

• Arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.
• Arbitration shall take place in Louisville, Kentucky, or at another location mutually agreed upon by the parties.
• The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules.
• The arbitrator shall apply Kentucky law and this Agreement.
• The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
• The arbitrator shall have no authority to award punitive damages or to modify any term of this Agreement.

12.3 Class Action Waiver

MEMBER 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 in Member's individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.

12.4 Jury Trial Waiver

MEMBER WAIVES ANY RIGHT TO A JURY TRIAL in any action or proceeding arising out of or related to this Agreement. In the event the arbitration agreement is found unenforceable, any litigation shall be tried to a judge without a jury.

12.5 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. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

12.6 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. This limitation applies regardless of any statute of limitations that might otherwise apply.

13.1 HL Hunt Intellectual Property

• All trademarks, service marks, trade names, logos, and other intellectual property of HL Hunt ("HL Hunt IP") are and shall remain the exclusive property of HL Hunt.
• Member is granted no license or right to use any HL Hunt IP except as expressly authorized in writing by HL Hunt.
• Member shall not use, copy, modify, distribute, or create derivative works of any HL Hunt IP.
• Member shall not remove, alter, or obscure any proprietary notices on HL Hunt materials.

13.2 Feedback

Any feedback, suggestions, ideas, or other information provided by Member to HL Hunt regarding the Program shall become the exclusive property of HL Hunt. HL Hunt shall have the right to use such feedback for any purpose without compensation or attribution to Member.

14.1 Confidential Information

• Member agrees to maintain the confidentiality of any non-public information regarding HL Hunt's business practices, pricing, systems, or operations.
• Member shall not disclose confidential information to any third party without HL Hunt's prior written consent.
• This obligation survives termination of this Agreement.

14.2 Member Information

• HL Hunt will handle Member's personal and business information in accordance with its Privacy Policy.
• Member consents to HL Hunt's collection, use, and disclosure of information as described in the Privacy Policy.
• HL Hunt may share Member information with Credit Bureaus, service providers, and as required by law.

15.1 Right to Amend

• HL Hunt reserves the right to amend, modify, or update this Agreement at any time, in its sole discretion.
• Material amendments will be communicated to Members via email or other reasonable means at least thirty (30) days before taking effect.
• Continued participation in the Program after the effective date of any amendment constitutes acceptance of the amended terms.
• Members who do not accept amended terms must terminate their participation before the effective date.

15.2 No Oral Modifications

This Agreement may not be modified, amended, or waived orally. Any modification must be in writing and signed by an authorized representative of HL Hunt. No HL Hunt employee, agent, or representative has authority to modify this Agreement orally.

16.1 Severability

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

16.2 Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term. HL Hunt's failure to enforce any provision shall not constitute a waiver of its right to enforce such provision in the future.

16.3 Assignment

• Member may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without HL Hunt's prior written consent.
• HL Hunt may freely assign this Agreement to any successor or affiliate.
• This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

16.4 Force Majeure

HL Hunt shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or Credit Bureau system failures.

16.5 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

16.6 Notices

All notices under this Agreement shall be in writing and delivered to the addresses provided. Notices to HL Hunt must be sent to the address in Section 17. Notices to Member will be sent to the email or mailing address on file. Notice is effective upon receipt or, for email, upon transmission to a valid address.

16.7 Independent Contractors

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

16.8 Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing herein shall confer any rights upon any third party.