HL Hunt

2.1Services

Subject to this Agreement, HL Hunt will use commercially reasonable efforts to:

• collect and review the Merchant's Application and supporting documents;
• evaluate the Merchant's apparent eligibility for available Funding Products;
• submit the Application to one or more Funders that HL Hunt selects;
• present Offers, if any, that Funders extend, and help the Merchant understand the basic structure of each;
• facilitate communications and document exchange between the Merchant and Funders.

2.2No Obligation; Discretion

• HL Hunt has no obligation to obtain any Offer and may decline to submit any Application in its discretion.
• HL Hunt selects which Funders to approach and is not obligated to submit to all available Funders.
• HL Hunt does not provide tax, legal, accounting, or financial advice.

2.3Non-Exclusivity

Unless an Order Form or separate writing states otherwise, this engagement is non-exclusive, and the Merchant may seek funding through other sources. HL Hunt may broker for other merchants, including competitors of the Merchant.

3.1Broker, Not Funder

HL Hunt acts solely as a broker and intermediary. HL Hunt does not lend money, does not purchase receivables, does not fund any transaction, and is not a party to any Funding Agreement. All funding decisions, underwriting, pricing, terms, and disbursement are made and performed by the Funder.

3.2No Guarantee

• HL Hunt does not guarantee that the Merchant will be approved, the amount of any funding, the cost, or the terms of any Offer.
• HL Hunt does not guarantee any timeframe for funding or that any Funder will make an Offer at all.
• Any estimates, ranges, or pre-qualification statements are illustrative only and are not Offers or commitments.

3.3Merchant's Independent Decision

The Merchant is solely responsible for reviewing, understanding, and deciding whether to accept any Offer. The Merchant should read the entire Funding Agreement, including all costs, remittance, reconciliation, default, guaranty, and security terms, and is encouraged to consult its own legal, tax, and financial advisors before signing. HL Hunt is not responsible for the Funder's terms, performance, conduct, or any dispute between the Merchant and a Funder.

4.1Merchant Cash Advance

An MCA is a commercial purchase of a specified amount of the Merchant's future receivables in exchange for an up-front purchase price. It is not a loan, is not extended on the basis of an interest rate, and is not subject to consumer-lending laws. Repayment occurs through remittance of agreed amounts or a percentage of receipts, typically with a reconciliation mechanism if the Funder's agreement so provides.

4.2Reconciliation & Remittance

The specific remittance amount, frequency, reconciliation rights, and adjustment mechanics are set by each Funder's Funding Agreement. The Merchant must review those terms directly; HL Hunt does not set or control them.

4.3Other Products

Where HL Hunt sources other commercial Funding Products, the applicable Funder's agreement and any required disclosures govern. Some products may be loans or credit subject to additional law; the Funder is responsible for product-specific compliance.

5.1Authorization to Submit

• The Merchant authorizes HL Hunt to submit the Application and supporting documents to one or more Funders for the purpose of obtaining Offers.
• The Merchant authorizes HL Hunt and Funders to share, exchange, and verify Application information for that purpose.
• Authorization details, including credit and bank-data authorization, are set out in Exhibit A.

5.2Supporting Documents

The Merchant agrees to provide accurate documents reasonably requested, which may include business and bank statements, tax returns, identification, voided checks, financials, and ownership information, and to promptly provide updates.

5.3Multiple Funders

The Merchant understands its Application may be submitted to multiple Funders, that multiple Funders may review its information, and that this may result in multiple inquiries or contacts. HL Hunt is not responsible for Funders' independent use of information once submitted, except as limited by Exhibit A and applicable law.

6.1How HL Hunt Is Paid

• HL Hunt may be paid a Commission by the Funder in connection with a funded transaction, and/or a fee by the Merchant where disclosed and agreed.
• Commission may be expressed as points or a percentage of the funded amount and may affect the overall cost of the transaction.
• The nature and, where required, the amount or method of HL Hunt's compensation will be disclosed as set out in Exhibit B and as required by applicable law.

6.2Merchant Fees

HL Hunt will not charge the Merchant an out-of-pocket brokerage fee unless that fee is clearly disclosed in writing and agreed by the Merchant before funding. HL Hunt does not charge advance fees as a condition of obtaining an Offer where prohibited by law.

6.3Conflicts

Because HL Hunt may be compensated by Funders, the Merchant understands HL Hunt has an economic interest in completing transactions. HL Hunt will deal fairly and will not make false or misleading statements about Offers, costs, or terms.

7.1Disclosure Laws

Several states (including California, New York, Utah, Virginia, Georgia, Connecticut, Florida, and others) require disclosures for commercial financing, including MCAs, and some require broker or provider registration. Where applicable, the Funder and/or HL Hunt will provide the disclosures required by the Merchant's state before the transaction is consummated.

7.2Registration & Compliance

• HL Hunt will maintain any broker registration or licensing required for its activities in the jurisdictions where it operates.
• Required disclosures, where applicable, are addressed in Exhibit B and provided through HL Hunt or the Funder.
• The Merchant should review all disclosures carefully and ask questions before accepting any Offer.

8.1Personal Guaranty

Many Funders require one or more owners to provide a personal guaranty, which may make the Guarantor personally liable for the Merchant's obligations. The Merchant and any Guarantor should review and understand any guaranty before signing. HL Hunt does not require or hold guaranties; they run to the Funder.

8.2Confession of Judgment

Some Funder agreements have historically included a confession of judgment (COJ) or similar provision. COJs are restricted or prohibited in certain jurisdictions and circumstances. The Merchant should look for, read, and understand any COJ or similar provision in a Funding Agreement and seek legal advice before signing. HL Hunt does not require COJs.

9.1Consent to Contact

By submitting an Application or providing your contact information, you agree that HL Hunt and the Funders to which it submits your Application may contact you about your request and related offers by phone call, text/SMS message, and email at the numbers and addresses you provide, including through automated dialing or messaging technology and prerecorded messages, even if a number is on a do-not-call list. Consent is not a condition of any funding.

9.2Rates & Opt-Out

• Message and data rates may apply; message frequency varies.
• You may opt out of text messages by replying STOP and may request not to be called; some non-marketing service messages may still be sent.
• Your consent and any revocation are recorded and applied as described in Exhibit A.

10.1Accurate Information

• The Merchant must provide true, accurate, and complete information and documents and must not submit altered, forged, or fraudulent records (including bank statements).
• The Merchant must promptly disclose existing advances, loans, liens, or other financing ("stacking") and material changes to its business or finances.
• The Merchant must not misrepresent revenue, ownership, use of funds, or business purpose.

10.2Business Purpose

The Merchant represents that any funding sought is solely for business or commercial purposes and not for personal, family, or household use.

11.1Prohibited Conduct

The Merchant shall NOT:

• submit false, forged, altered, or fraudulent applications, statements, or documents;
• misrepresent revenue, ownership, existing obligations, or use of funds;
• seek funding for an unlawful business or unlawful purpose;
• use the Services to launder money or evade law;
• circumvent HL Hunt to deal directly with a Funder it was introduced to in order to avoid Commission, where prohibited by a separate writing;
• submit an application on behalf of a business it is not authorized to represent.

11.2Consequences

• immediate termination of the engagement;
• withdrawal or non-submission of the Application;
• notice to Funders and, where appropriate, reporting to authorities;
• indemnification of HL Hunt and pursuit of available remedies.

12.1Use of Information

• HL Hunt collects and uses Application and business information to provide the Services and to submit to Funders, as described in this Agreement, Exhibit A, and the HL Hunt Privacy Policy.
• HL Hunt may share information with Funders, service providers, and as required by law.
• HL Hunt does not sell Merchant personal information except as permitted by law and disclosed.

12.2Security

HL Hunt maintains administrative, technical, and physical safeguards consistent with industry standards to protect Application information, including encryption in transit and at rest and access controls. No system is perfectly secure; HL Hunt will notify the Merchant of a confirmed security incident affecting its information as required by law.

12.3Funder Handling

Once submitted, each Funder is responsible for its own handling of the Merchant's information under the Funder's policies and applicable law. HL Hunt is not responsible for Funders' independent data practices.

13.1HL Hunt IP

• HL Hunt retains all right, title, and interest in its platform, tools, content, and related intellectual property.
• The HL Hunt name and logo are trademarks of HL Hunt Inc.

13.2Merchant Information

The Merchant retains ownership of its own information and grants HL Hunt a license to use it to provide the Services, submit it to Funders, and comply with law.

14.1Confidential Information

"Confidential Information" means non-public information disclosed by either party, including business and financial information, pricing, and trade secrets.

14.2Obligations & Exceptions

• Each party shall protect the other's Confidential Information using reasonable care and use it only as permitted by this Agreement, including submission to Funders.
• Obligations do not apply to information that is public through no fault of the receiver, rightfully known prior to disclosure, independently developed, or required to be disclosed by law.

15.1Merchant Representations

The Merchant represents and warrants that:

• it is a validly existing business and the person submitting has authority to bind it;
• all information and documents provided are true, accurate, complete, and authentic;
• any funding sought is solely for business or commercial purposes;
• it has disclosed existing advances, loans, and material obligations;
• it is authorized to grant the credit, bank-data, and communications authorizations in Exhibit A;
• it is not engaged in any unlawful business and will not use funding for an unlawful purpose;
• it is not on any government sanctions or debarment list.

15.2Ongoing Effect

These representations are made when the Application is submitted and are deemed repeated each time information is updated or an Offer is pursued.

16.1No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HL HUNT DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY REGARDING FUNDERS, OFFERS, OR FUNDING AGREEMENTS.

16.2No Advice; Funder Responsibility

HL HUNT DOES NOT PROVIDE LEGAL, TAX, ACCOUNTING, OR FINANCIAL ADVICE. HL HUNT IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, TERMS, PRICING, OR CONDUCT OF ANY FUNDER OR FOR ANY FUNDING AGREEMENT.

17.1Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HL HUNT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS, OR THE COST OR TERMS OF ANY FUNDING, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

17.2Cap on Liability

HL HUNT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SERVICES SHALL NOT EXCEED THE TOTAL FEES, IF ANY, THE MERCHANT PAID DIRECTLY TO HL HUNT IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER.

17.3Exceptions

The limitations do not apply to the Merchant's indemnification obligations, breaches of confidentiality, infringement of intellectual property, the Merchant's fraud or unlawful conduct, or liability that cannot be limited by law.

18.1Merchant Indemnification

The Merchant shall indemnify, defend, and hold harmless HL Hunt and its officers, directors, employees, and agents from any claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• the Merchant's breach of this Agreement or violation of law;
• any false, inaccurate, forged, or fraudulent information or document provided;
• the Merchant's dispute with, or obligations to, any Funder;
• the Merchant's use of any funding;
• the Merchant's fraud, willful misconduct, or misrepresentation.

18.2Procedure & Survival

HL Hunt will promptly notify the Merchant of any claim, the Merchant shall reasonably cooperate, and no settlement imposing obligations on HL Hunt may be made without its consent. Indemnification obligations survive termination.

19.1Term

This Agreement begins when the Merchant submits an Application or first uses the Services and continues until terminated. Either party may terminate the engagement at any time on written notice.

19.2Effect of Termination

• HL Hunt will cease submitting the Application to new Funders.
• Termination does not affect a Funding Agreement already entered with a Funder or HL Hunt's right to Commission earned on a funded transaction.
• Authorizations may be revoked prospectively as described in Exhibit A; previously submitted information may remain with Funders.

19.3Survival

Sections on Compensation, Disclaimers, Limitation of Liability, Indemnification, Confidentiality, Dispute Resolution, and General Provisions survive termination.

20.1Governing Law

This Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-law principles. This Agreement governs only the relationship between HL Hunt and the Merchant; each Funding Agreement has its own governing-law and dispute terms.

20.2Mandatory Arbitration

All disputes between HL Hunt and the Merchant arising out of or relating to this Agreement or the Services shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator in Lexington, Kentucky. Judgment on the award may be entered in any court of competent jurisdiction. This clause does not govern disputes with any Funder.

20.3Class Action & Jury Waiver

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING. All claims between the parties must be brought individually.

20.4Equitable Relief & Limitation

• Either party may seek injunctive relief to protect intellectual property or Confidential Information or to prevent irreparable harm.
• Any claim between the parties must be filed within one (1) year after it arose or be permanently barred.
• The prevailing party is entitled to recover reasonable attorneys' fees and costs.

21.1Entire Agreement

This Agreement and its exhibits constitute the entire agreement between HL Hunt and the Merchant regarding the Services and supersede all prior understandings. It does not include or modify any Funding Agreement.

21.2Amendments

HL Hunt may amend this Agreement by posting revised terms or notifying the Merchant; continued use after the effective date constitutes acceptance.

21.3Assignment

The Merchant may not assign without HL Hunt's consent; HL Hunt may assign to a successor or affiliate.

21.4Severability & Waiver

Invalid provisions are modified or severed to the minimum extent necessary; remaining provisions continue in force. No failure to enforce is a waiver.

21.5Independent Contractors

HL Hunt is an independent broker. Nothing creates a partnership, joint venture, fiduciary relationship, or agency between HL Hunt and the Merchant, or between HL Hunt and the Merchant in respect of any Funder.

21.6Force Majeure

Neither party is liable for failures due to causes beyond reasonable control.

21.7Notices & Electronic Signature

Notices to HL Hunt go to the address in Section 22; notices to the Merchant go to the contact information on file. Electronic acceptance has the same legal effect as a handwritten signature.

21.8No Third-Party Beneficiaries

This Agreement creates no third-party beneficiary rights, including for any Funder.

A.1 Credit & Background Authorization

The Merchant and each owner/Guarantor authorize HL Hunt and prospective Funders to obtain business and personal credit reports and background, public-record, and verification information for the purpose of evaluating the Application and any Offer, and to do so on one or more occasions while the Application is active. This authorization is provided for a legitimate business-credit purpose.

A.2 Bank-Data Authorization

• The Merchant authorizes HL Hunt and Funders to collect and review business bank-account information and statements, including through secure account-connection services (e.g., a bank-data aggregator), to verify revenue and cash flow.
• The Merchant represents it is authorized to grant access to the designated business accounts.

A.3 Information-Sharing Authorization

The Merchant authorizes HL Hunt to share the Application and supporting information with one or more Funders and service providers for the purpose of obtaining Offers, and authorizes those Funders to communicate with the Merchant about the Application.

A.4 Communications Consent & Revocation

• The Merchant consents to contact by phone, text/SMS, and email as described in Section 9, including automated or prerecorded messages; consent is not a condition of funding.
• The Merchant may revoke marketing-contact consent by replying STOP to texts, by emailing optout@hlhunt.org, or by other reasonable means; HL Hunt will apply the revocation prospectively.
• Consent and revocation events are recorded.

A.5 Duration

These authorizations remain in effect while the Application is active and as needed to complete a transaction, and may be revoked prospectively; revocation does not affect information already shared or actions already taken.

B.1 How HL Hunt Is Compensated

• HL Hunt is typically paid a Commission by the Funder upon a funded transaction, which may be expressed as points or a percentage of the funded amount;
• HL Hunt may also charge the Merchant a fee only where clearly disclosed in writing and agreed before funding;
• Compensation may affect the overall cost of a transaction to the Merchant.

B.2 Disclosure of Amount

Where required by applicable law, or upon the Merchant's request, HL Hunt will disclose the nature and amount or method of its compensation for a specific transaction. The Merchant may ask how HL Hunt is paid before accepting any Offer.

B.3 Commercial-Financing Disclosures

• Where the Merchant's state requires commercial-financing disclosures for MCAs or other products (e.g., total cost, estimated APR-equivalent, finance charge, or similar), the Funder and/or HL Hunt will provide those disclosures before the transaction is consummated;
• HL Hunt will maintain any broker registration or licensing required in the jurisdictions where it operates;
• The Merchant should review every disclosure and the full Funding Agreement before signing.

B.4 No Advance-Fee Condition

HL Hunt does not condition obtaining an Offer on payment of an upfront fee where such fees are prohibited by law, and will not make false or misleading statements about costs, terms, or the likelihood of funding.