Terms and Conditions
SellFi by HL Hunt: Seller Financing Management Platform
Effective Date: October 27, 2026 | Version 1.0
BY ACCESSING, REGISTERING FOR, SUBSCRIBING TO, OR USING SELLFI BY HL HUNT IN ANY CAPACITY, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.
THE COMPANY IS A SOFTWARE PROVIDER ONLY. THE COMPANY IS NOT A LENDER, CREDITOR, GUARANTOR, OR INSURER, AND IS NOT A PARTY TO ANY FINANCING YOU EXTEND TO YOUR CUSTOMERS. YOU BEAR ONE HUNDRED PERCENT OF THE CREDIT RISK ON EVERY FINANCING ARRANGEMENT YOU ORIGINATE. THE COMPANY DOES NOT GUARANTEE THAT ANY CUSTOMER WILL REPAY ANY AMOUNT, IN WHOLE OR IN PART, ON TIME OR AT ALL.
Definitions
For purposes of these Terms and Conditions (the "Agreement"), the following definitions shall apply:
"Company," "We," "Us," or "Our" refers to HL Hunt Inc. and its wholly owned subsidiary HL Hunt Lending LLC (NMLS #2759282), including all officers, directors, employees, agents, affiliates, successors, and assigns.
"Seller," "You," or "Your" refers to the individual, entity, or organization that registers for, subscribes to, or uses the Platform to offer, originate, document, manage, bill, or service financing for its own products or services.
"Platform" or "SellFi" refers to the SellFi by HL Hunt seller financing dashboard and all related software, features, tools, interfaces, APIs, templates, calculators, reporting functions, communication tools, and ancillary services provided thereunder.
"Buyer" refers to any customer, client, patient, student, member, or other person or entity to whom the Seller offers, extends, or proposes to extend financing through or in connection with the Platform.
"Financing Arrangement" refers to any installment plan, payment plan, retail installment contract, promissory note, credit sale, deferred payment agreement, lease, layaway, subscription-with-balance, or other extension of credit or deferral of payment between the Seller and a Buyer, regardless of how it is labeled or documented.
"Receivable" refers to any amount owed or claimed to be owed by a Buyer to the Seller under a Financing Arrangement, including principal, interest, finance charges, fees, and late charges.
"Seller Data" refers to all data, documents, records, and content submitted to or generated within the Platform by or on behalf of the Seller, including Buyer Data.
"Buyer Data" refers to any personal, financial, identifying, or transactional information relating to a Buyer or prospective Buyer.
"Optional Services" refers to any add-on or integrated services that the Company may make available in connection with the Platform, including payment processing through HL Hunt Pay, credit bureau furnishing, AI-assisted collections, Hunt Score underwriting outputs, and identity verification, each of which is governed by its own separate terms.
"Order Form" refers to any online plan selection, checkout page, pricing page, or written order document that specifies the subscription plan and fees selected by the Seller.
Nature of the Platform; The Company Is Not a Lender
THE COMPANY IS A TECHNOLOGY PROVIDER ONLY. THE COMPANY IS NOT A LENDER, CREDITOR, GUARANTOR, SURETY, INSURER, SERVICER, OR PARTY TO ANY FINANCING ARRANGEMENT BETWEEN THE SELLER AND ANY BUYER. THE COMPANY DOES NOT FUND, PURCHASE, GUARANTEE, OR ASSUME ANY RECEIVABLE.
Software Only: The Platform provides software tools that allow the Seller to document, track, schedule, bill, and manage financing that the Seller itself elects to offer to its own Buyers. Every Financing Arrangement is entered into solely between the Seller and the Buyer. The Seller is the sole creditor, lender, merchant, and party in interest under every Financing Arrangement.
No Origination or Funding: The Company does not advance funds, extend credit, underwrite credit for its own account, purchase, factor, or discount Receivables, or acquire any ownership, security, or beneficial interest in any Financing Arrangement or Receivable, unless the Company has expressly agreed to do so in a separate written agreement executed by an authorized officer of the Company. No course of dealing, Platform feature, marketing statement, or communication shall be construed to create such an agreement.
No Credit Decisions: Any score, risk indicator, approval recommendation, suggested credit limit, or underwriting output generated by or displayed on the Platform, including any output of Hunt Score or any other analytical tool, is an informational aid only. The Seller makes every credit decision in its sole discretion and is solely responsible for that decision. The Company does not approve, decline, or evaluate any Buyer on the Seller's behalf.
No Agency or Partnership: Nothing in this Agreement creates an agency, partnership, joint venture, franchise, fiduciary, or employment relationship between the Company and the Seller. The Seller shall not represent to any Buyer, regulator, court, or third party that the Company is the lender, creditor, servicer, guarantor, or co-obligor under any Financing Arrangement.
NMLS Registration: The NMLS registration held by HL Hunt Lending LLC relates to the Company's own separate products and does not extend to, cover, license, or authorize any Financing Arrangement originated by the Seller. The Seller shall not reference the Company's NMLS registration in connection with the Seller's financing activities.
Allocation of Credit Risk; No Guarantee of Repayment
THE SELLER ASSUMES ONE HUNDRED PERCENT (100%) OF THE CREDIT RISK ON EVERY FINANCING ARRANGEMENT. THE COMPANY DOES NOT GUARANTEE, WARRANT, REPRESENT, OR PROMISE THAT ANY BUYER WILL REPAY ANY AMOUNT, IN WHOLE OR IN PART, ON TIME OR AT ALL.
Buyer Default: If any Buyer fails to pay, pays late, disputes a charge, revokes a payment authorization, becomes insolvent, files for bankruptcy, dies, cannot be located, commits fraud, or otherwise defaults under a Financing Arrangement, the resulting loss shall be borne entirely and exclusively by the Seller. The Company shall have no obligation whatsoever to:
Reimburse, refund, credit, offset, or otherwise compensate the Seller for any unpaid, late, disputed, charged-off, or uncollectible amount.
Purchase, repurchase, substitute, or take assignment of any delinquent or defaulted Receivable.
Collect, pursue, demand, sue upon, or otherwise enforce any Receivable against any Buyer.
Verify the identity, creditworthiness, income, employment, or ability to repay of any Buyer.
Insure, bond, guarantee, or otherwise stand behind any Receivable.
Fund or maintain any reserve, loss pool, holdback, or similar protection for the Seller's benefit.
No Recourse Against the Company: The Seller's sole and exclusive recourse for any Buyer's nonpayment is against that Buyer. The Seller irrevocably waives, releases, and covenants not to assert any claim, demand, or cause of action against the Company arising out of or relating to any Buyer's failure to pay any amount under any Financing Arrangement.
Buyer Fraud: The Seller is solely responsible for all losses arising from identity theft, synthetic identity fraud, first-party fraud, friendly fraud, account takeover, or any other fraudulent or unauthorized conduct by or purportedly by a Buyer, regardless of whether the Seller used any identity verification, fraud screening, or scoring tool made available on or through the Platform.
Performance Analytics Are Not Guarantees: Any default rate, delinquency rate, projected collection, cash flow forecast, portfolio valuation, or similar analytic displayed on the Platform is an estimate derived from Seller Data and is provided for the Seller's convenience only. No such analytic constitutes a representation, warranty, or guarantee of past, present, or future performance of any Receivable or portfolio.
No Credit to the Seller: Nothing in this Agreement constitutes an extension of credit, loan, advance, or financing commitment by the Company to the Seller. Any business funding product offered by the Company is a separate product governed exclusively by its own written agreement.
Eligibility and Account Registration
Business Use Only: The Platform is intended exclusively for use by businesses and by individuals acting in a commercial or professional capacity. The Platform is not offered to, and may not be used by, any person for personal, family, or household purposes.
Eligibility Requirements: To register for and use the Platform, the Seller represents and warrants that it: (i) is at least eighteen (18) years of age and has full legal capacity; (ii) if acting on behalf of an entity, has the authority to bind that entity to this Agreement; (iii) is not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive U.S. sanctions, and is not a sanctioned person; (iv) has not previously been suspended or removed from the Platform or any other Company product; and (v) will provide accurate, current, and complete registration information and will keep that information updated at all times.
Verification: The Company may, at any time and in its sole discretion, require the Seller to complete identity verification, business verification, beneficial ownership disclosure, licensing verification, bank account verification, or any other due diligence the Company deems appropriate. The Company may decline to open, may limit, may suspend, or may close any account for any reason or no reason, without liability.
Account Security: The Seller is solely responsible for maintaining the confidentiality of its login credentials and for all activity that occurs under its account, whether or not authorized by the Seller. The Seller shall designate authorized users, shall ensure that each authorized user complies with this Agreement, and shall notify the Company immediately at support@hlhunt.org of any actual or suspected unauthorized access. The Company shall not be liable for any loss arising from the use of the Seller's credentials by any person.
Fees and Payment
Subscription Fees: The Seller shall pay the subscription fees, per-account fees, transaction fees, and any other charges set forth in the applicable Order Form or on the Company's pricing page as of the date of the Seller's plan selection or renewal. All fees are quoted in U.S. Dollars, are billed in advance, and renew automatically at the end of each billing cycle unless the subscription is cancelled in accordance with Section 17.
Authorization and Nonpayment: The Seller authorizes the Company to charge the payment method on file for all fees when due. Failure to remit payment by the due date shall result in immediate suspension of access to the Platform without prior notice. Past-due amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, and the Seller shall be responsible for all costs of collection, including reasonable attorneys' fees.
Processing Fees Are Separate: If the Seller elects to collect Buyer payments through HL Hunt Pay or any other payment processor made available through the Platform, all processing fees, interchange, assessments, gateway fees, chargeback fees, ACH return fees, and related charges are governed by the applicable processing terms and are in addition to, and not in lieu of, the Platform fees described in this Section.
Taxes: All fees are exclusive of taxes. The Seller is responsible for all sales, use, value-added, withholding, and similar taxes arising from this Agreement, other than taxes based on the Company's net income.
Price Adjustments: The Company reserves the right to modify its pricing at any time upon thirty (30) days' written notice. Continued use of the Platform following the effective date of such notice constitutes acceptance of the revised pricing.
No Refunds; Absolute Policy
ALL FEES PAID ARE STRICTLY NON-REFUNDABLE UNDER ANY AND ALL CIRCUMSTANCES. THERE ARE NO EXCEPTIONS TO THIS POLICY.
Once a payment has been processed, it is final. No refund, credit, proration, chargeback accommodation, or offset of any kind shall be issued for any reason, including but not limited to:
Partial use or non-use of the Platform during a billing cycle.
Dissatisfaction with the Platform, its features, functionality, or output.
Default, delinquency, nonpayment, or fraud by any Buyer.
Low Buyer approval volume, low Buyer acceptance of financing offers, or poor portfolio performance.
Early termination or cancellation of the subscription by the Seller.
Suspension or termination of the Seller's account by the Company for cause.
Service interruptions, downtime, maintenance, or technical issues of any duration.
Any change in law, regulation, licensing requirement, card network rule, or processor policy that limits or prohibits the Seller's financing activities.
The Seller's discovery that it is not licensed, authorized, or otherwise permitted to offer financing in any jurisdiction.
Chargeback Policy: If the Seller initiates a chargeback, payment dispute, or reversal with its bank, card issuer, or payment processor with respect to any Platform fee, the Company reserves the right to: (i) immediately and permanently terminate the Seller's account and all access to the Platform; (ii) pursue collection of all outstanding amounts, including the disputed amount, any fees or penalties imposed on the Company by payment processors, and reasonable attorneys' fees; and (iii) report the Seller's conduct to fraud prevention databases and applicable industry reporting bodies. Initiating a chargeback constitutes a material breach of this Agreement.
License Grant and Restrictions
Subject to the Seller's compliance with this Agreement and timely payment of all fees, the Company grants the Seller a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for the purpose of managing financing that the Seller offers to its own Buyers for the Seller's own products and services, during the active subscription period.
The Seller shall not, and shall not permit any third party to:
Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform or any part thereof.
Sublicense, resell, rent, lease, distribute, white-label, or otherwise make the Platform available to any third party, whether for compensation or otherwise.
Use the Platform to originate, manage, broker, or service financing on behalf of any person other than the Seller, or to finance goods or services that the Seller does not itself sell, without the Company's prior written consent.
Access or attempt to access the Platform by any means other than through the interface or APIs provided by the Company.
Remove, alter, or obscure any proprietary notices, labels, or branding displayed within the Platform.
Use the Platform in violation of any applicable federal, state, or local law, regulation, or industry standard.
Use automated scripts, bots, scrapers, or any non-human means to access or interact with the Platform, except through documented APIs in accordance with the Company's published limits.
Interfere with, disrupt, or impose an unreasonable load on the Platform or its infrastructure.
Any unauthorized use of the Platform constitutes a material breach of this Agreement and may result in immediate termination, legal action, and pursuit of all available remedies at law and in equity.
Seller's Financing Program; Licensing and Compliance with Law
Sole Responsibility: The Seller is solely and exclusively responsible for the design, structure, pricing, terms, disclosures, documentation, approval, origination, funding, servicing, billing, collection, and enforcement of every Financing Arrangement, and for every decision made in connection therewith. The Company provides software; it does not design, approve, review, or administer the Seller's financing program.
Licensing: The Seller shall determine, at its own expense and in consultation with its own legal counsel, whether its financing activities require any license, registration, permit, bond, notification, or exemption, including without limitation as a retail installment seller, sales finance company, consumer lender, commercial lender, credit services organization, debt collector, or money transmitter, under the laws of each jurisdiction in which the Seller or any Buyer is located. The Seller shall obtain and maintain all such authorizations before offering any financing through the Platform. The Company does not hold, provide, lend, or share any license for the Seller's benefit, and the Seller's use of the Platform does not satisfy any licensing requirement.
Applicable Law: Without limiting the foregoing, the Seller shall comply with all laws applicable to its financing activities, including as applicable the Truth in Lending Act and Regulation Z; the Equal Credit Opportunity Act and Regulation B; the Fair Credit Reporting Act; the Fair Debt Collection Practices Act and state debt collection laws; state retail installment sales acts, consumer credit codes, and usury and rate cap statutes; federal and state prohibitions on unfair, deceptive, or abusive acts or practices; the Telephone Consumer Protection Act and the CAN-SPAM Act; the Electronic Signatures in Global and National Commerce Act and state electronic transaction laws; the Gramm-Leach-Bliley Act and state privacy and data breach laws; the Military Lending Act and the Servicemembers Civil Relief Act; the Federal Trade Commission's Holder Rule; the Bank Secrecy Act and applicable sanctions laws; and card network rules.
Rates, Fees, and Disclosures: The Platform permits the Seller to configure interest rates, finance charges, fees, late charges, payment schedules, and other terms. The Company does not check, validate, limit, or approve any such configuration. The Seller is solely responsible for ensuring that every rate, charge, and term complies with applicable law, and for delivering to each Buyer every disclosure, notice, and document required by law, including annual percentage rate and finance charge disclosures, payment schedules, adverse action notices, risk-based pricing notices, privacy notices, and any right-to-cancel or cooling-off notices.
No Legal, Tax, or Compliance Advice: Nothing on the Platform, in the Company's documentation, marketing materials, support communications, onboarding sessions, or templates constitutes legal, tax, accounting, regulatory, or compliance advice. The Company makes no determination, and expresses no opinion, as to whether the Seller's financing program or any Financing Arrangement complies with applicable law. The Seller acknowledges that it has been advised to consult qualified legal counsel before offering financing to any Buyer and that it has not relied on the Company for any such advice.
Regulatory Matters: The Seller shall notify the Company in writing within five (5) business days of receiving any regulatory inquiry, civil investigative demand, subpoena, consumer complaint filed with a government agency, or lawsuit relating to any Financing Arrangement managed through the Platform. The Seller shall bear all costs of responding to any such matter and shall not involve the Company in any response except as required by law or as the Company may expressly agree in writing.
Templates, Calculators, and Platform Tools
General Tools Only: Any sample agreement, form contract, disclosure template, notice template, amortization schedule, payment calculator, annual percentage rate calculator, late fee computation, or similar tool made available on the Platform (collectively, "Tools") is provided as a general-purpose convenience only. Tools are not tailored to the Seller's business, products, jurisdiction, or Buyers, may not reflect current law, and are not a substitute for documents prepared or reviewed by the Seller's own counsel.
Independent Verification Required: The Seller shall independently verify every figure, rate, term, calculation, and disclosure generated by any Tool before presenting it to, or relying on it with respect to, any Buyer. The Company shall have no liability for any calculation error, rounding difference, misstatement of annual percentage rate or finance charge, incorrect or missing disclosure, outdated template, or any Financing Arrangement that is unenforceable, non-compliant, or defective in any respect.
Execution and Enforceability: The Seller is solely responsible for the proper execution, delivery, retention, and enforceability of every Financing Arrangement, including compliance with electronic signature and record retention requirements, proper identification of the signing Buyer, delivery of copies to the Buyer, and any notarization, witnessing, or filing requirement. The Company does not warrant that any Financing Arrangement documented through the Platform is valid, binding, or enforceable.
Buyer Relationships; No Duty to Buyers
Seller Is the Merchant and Creditor of Record: Buyers are the Seller's customers and not the Company's. The Seller is the sole merchant, creditor, and point of contact for every Buyer with respect to every Financing Arrangement and every underlying product or service.
No Duty to Buyers: The Company owes no duty of care, disclosure, servicing, or otherwise to any Buyer. No Buyer is a third-party beneficiary of this Agreement, and nothing in this Agreement confers any right or remedy on any Buyer.
Buyer Disputes and Product Issues: The Seller is solely responsible for all Buyer complaints, disputes, billing errors, refunds, returns, cancellations, product warranties, service quality issues, and any other claim relating to the underlying goods or services or to any Financing Arrangement. The Company will have no obligation to respond to, mediate, or resolve any Buyer dispute, and may refer any Buyer inquiry directly to the Seller.
No Misrepresentation: The Seller shall not state or imply to any Buyer or prospective Buyer that the Company is the lender, creditor, guarantor, or servicer of any Financing Arrangement, or that any financing is "backed by," "insured by," "guaranteed by," or "provided by" the Company. The Seller shall not use the Company's name, trademarks, or logos in any Buyer-facing material except for a "Powered by SellFi" attribution in the form the Company may provide, and shall discontinue any such use immediately upon the Company's request.
Buyer Communications: The Seller is solely responsible for all communications with Buyers. To the extent the Seller uses any messaging, SMS, email, or notification feature of the Platform, the Seller shall obtain all consents and provide all disclosures required by law, including under the Telephone Consumer Protection Act and the CAN-SPAM Act, shall honor all opt-out requests, and shall not send any communication that is harassing, deceptive, or unlawful.
Payment Collection and Optional Services
Payment Collection: If the Seller elects to collect Buyer payments through HL Hunt Pay or any other payment processor made available through the Platform, such collection is subject to the applicable HL Hunt Pay terms, merchant agreement, processor terms, and card network rules, each of which is incorporated by reference to the extent applicable. Settlement of Buyer payments to the Seller is subject to the processor's holds, reserves, delays, and risk controls, none of which is within the Company's control.
Chargebacks, Returns, and Reversals: The Seller bears sole responsibility for every chargeback, ACH return, payment reversal, and associated fee arising from any Buyer payment. The Seller authorizes the Company and its processing partners to debit any such amount from the Seller's settlement funds, reserve, or payment method on file.
Credit Bureau Furnishing: If the Seller elects to furnish Buyer account information to any consumer or commercial credit reporting agency, whether through the Company's Metro 2 furnishing software or otherwise, the Seller is the data furnisher of record and bears every obligation of a furnisher under the Fair Credit Reporting Act and Regulation V, including obligations regarding accuracy, integrity, dispute investigation, and notice. The Company does not furnish data on the Seller's behalf, does not act as the Seller's agent before any bureau, and does not guarantee that any bureau will accept the Seller's data or establish a furnishing relationship with the Seller.
Collections Tools: If the Seller elects to use any AI-assisted or automated collections feature, the Seller remains the creditor and is solely responsible for the content, timing, frequency, and lawfulness of every collection communication. The Company makes no representation or guarantee as to recovery rates or outcomes.
Underwriting and Verification Tools: Any output of Hunt Score, Veriface, or any other scoring, risk, or identity verification tool is provided for informational purposes only, may be inaccurate or incomplete, and does not constitute a credit decision, an identity determination, or a representation that any Buyer is who they claim to be or is able or willing to repay.
Availability of Optional Services: Optional Services are offered at the Company's discretion, may require separate enrollment, approval, and fees, and may be modified, limited, or discontinued at any time without liability.
Seller Data, Buyer Data, and Privacy
Ownership and License: The Seller retains all ownership rights in Seller Data. The Seller grants the Company a non-exclusive, worldwide, royalty-free license to access, host, process, store, transmit, and display Seller Data solely as necessary to provide the Platform and Optional Services, to comply with law, and to enforce this Agreement.
Lawful Collection: The Seller represents and warrants that it has obtained all rights, consents, and authorizations, and has provided all notices, required under applicable law to collect Buyer Data, to submit Buyer Data to the Platform, and to permit the Company to process Buyer Data as contemplated by this Agreement.
Sensitive Data: The Seller shall enter Social Security numbers, government identification numbers, bank account numbers, payment card numbers, and other sensitive personal information only into the Platform fields specifically designated for that purpose. The Seller shall not upload or enter such information into free-text fields, notes, comments, attachments, or communications. The Company shall have no liability for any sensitive information entered in violation of this paragraph.
Data Accuracy: The Seller is solely responsible for the accuracy, completeness, legality, and integrity of all Seller Data. The Company performs no validation, verification, audit, or review of Seller Data.
Role of the Company: With respect to Buyer Data, the Company acts solely as a service provider and processor on the Seller's documented instructions. The Seller is the business, controller, and financial institution of record with respect to its Buyers for purposes of all applicable privacy and data protection laws.
Security: The Company will implement commercially reasonable technical and organizational measures to protect Seller Data while in its possession. The Company does not guarantee absolute security and shall not be liable for any unauthorized access, breach, or data loss except to the extent directly caused by the Company's gross negligence or willful misconduct.
Retention: The Company may retain Seller Data during the term of this Agreement and for a period not to exceed ninety (90) days following termination, after which Seller Data may be deleted in accordance with the Company's data retention policies, subject to any longer retention required by law. The Company assumes no obligation to maintain backups or archives of Seller Data.
Aggregated Data: The Company may collect, generate, and use data derived from the Seller's use of the Platform in de-identified and aggregated form for analytics, benchmarking, product improvement, and model training, provided that such data does not identify the Seller or any Buyer.
Prohibited Uses
The Seller shall not use the Platform, directly or indirectly, to:
Offer or manage financing for goods, services, or activities that are illegal in any applicable jurisdiction.
Evade, circumvent, or disguise any licensing requirement, rate cap, usury limit, or consumer protection law, including by characterizing consumer credit as commercial credit or by splitting or restructuring transactions.
Engage in any unfair, deceptive, abusive, predatory, or misleading practice toward any Buyer.
Discriminate against any Buyer or applicant on any basis prohibited by the Equal Credit Opportunity Act, the Fair Housing Act, or any other applicable law.
Extend financing to any person who is a minor or who lacks legal capacity to contract.
Originate, manage, or service financing on behalf of any third party, or operate any lending, brokering, or financing-as-a-service business for others, without the Company's prior written consent.
Offer or manage financing in any high-risk category designated by the Company, including without limitation firearms, adult content, gambling, cannabis, cryptocurrency, debt relief, credit repair, multi-level marketing, or telemarketing, without the Company's prior written approval.
Circumvent card network rules, processor requirements, or anti-money laundering obligations.
Harvest, scrape, sell, or disclose Buyer Data for any purpose other than administering the Seller's own Financing Arrangements.
Upload or transmit any malicious code, or attempt to gain unauthorized access to the Platform or any other Company system.
Use the Platform in any manner that could expose the Company, its processing partners, or its bank partners to regulatory, reputational, or legal risk, as determined by the Company in its sole discretion.
Disclaimer of Warranties
THE PLATFORM, ALL TOOLS, AND ALL OPTIONAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
The Company expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, completeness, and any warranties arising from course of dealing, course of performance, usage, or trade practice.
Without limiting the foregoing, the Company does not warrant that:
Any Buyer will be approved, will accept any financing offer, or will repay any amount in whole or in part.
Any Receivable is or will be collectible, enforceable, or of any particular value.
Any score, risk assessment, calculation, forecast, or analytic generated by the Platform is accurate, complete, or suitable for any purpose.
Any Tool, template, or form is legally compliant, enforceable, current, or appropriate for the Seller's business or jurisdiction.
The Platform satisfies any licensing, disclosure, recordkeeping, or other legal requirement applicable to the Seller.
The Platform will be uninterrupted, timely, error-free, secure, or free of viruses or harmful components.
Any defect or error in the Platform will be corrected within any particular timeframe.
The Platform will be compatible with the Seller's systems, processors, bureaus, or third-party services.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, PROCESSING PARTNERS, BANK PARTNERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, including but not limited to damages for loss of profits, revenue, Receivables, data, business opportunities, goodwill, or other intangible losses, arising out of or in connection with the use of or inability to use the Platform, regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise), even if the Company has been advised of the possibility of such damages.
Specifically Excluded Losses: Without limiting the foregoing, the Company shall under no circumstances be liable for:
Any Buyer's failure to pay any amount under any Financing Arrangement.
Any uncollected, delinquent, charged-off, written-off, or disputed Receivable.
Any loss arising from Buyer fraud, identity theft, or misrepresentation.
Any chargeback, ACH return, payment reversal, processor hold, reserve, or settlement delay.
Any fine, penalty, restitution order, injunction, license revocation, or other regulatory or enforcement action against the Seller.
Any claim, suit, or demand brought by or on behalf of any Buyer.
Any error in rates, fees, terms, or disclosures configured by the Seller or generated by any Tool.
The Seller's failure to hold any required license, registration, or authorization.
Aggregate Cap: The Company's total cumulative liability for any and all claims arising out of or relating to this Agreement, the Platform, or any Optional Service shall not exceed the total amount of Platform fees actually paid by the Seller to the Company during the three (3) months immediately preceding the event giving rise to the claim.
Essential Basis: The limitations and exclusions of liability set forth in this Section reflect a fair and reasonable allocation of risk between the parties and form an essential basis of the bargain between the parties. The Company would not provide the Platform at the fees charged without these limitations.
Indemnification
The Seller shall defend, indemnify, and hold harmless the Company and its officers, directors, employees, agents, affiliates, processing partners, bank partners, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, investigations, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:
Any Financing Arrangement, Receivable, or credit decision made by the Seller.
The Seller's products, services, advertising, sales practices, or business operations.
Any claim, complaint, or demand by or on behalf of any Buyer or prospective Buyer.
Any regulatory inquiry, investigation, or enforcement action relating to the Seller's financing activities.
Any actual or alleged violation by the Seller of any applicable law, regulation, or industry standard, including licensing, usury, lending, disclosure, credit reporting, debt collection, privacy, and telemarketing laws.
Seller Data, including claims relating to the accuracy, legality, collection, or use of such data.
The Seller's use of, or reliance on, any Tool, template, calculator, score, or Optional Service.
Any furnishing of information by the Seller to any credit reporting agency.
Any unauthorized use of the Company's name, trademarks, or NMLS registration.
Any breach of this Agreement, or of any representation or warranty herein, by the Seller or its authorized users.
Procedure: The Company may, at its election, assume control of the defense and settlement of any indemnified claim at the Seller's expense. The Seller shall not settle any claim in a manner that imposes any obligation or admission on the Company without the Company's prior written consent.
This indemnification obligation shall survive the termination or expiration of this Agreement.
Term, Suspension, and Termination
Term: This Agreement commences upon the Seller's acceptance and continues for the subscription period selected in the Order Form, renewing automatically for successive periods of equal length unless terminated as provided herein.
Termination by Seller: The Seller may cancel its subscription at any time by providing written notice to the Company. Cancellation shall be effective at the end of the then-current billing cycle. No refund or proration shall be issued for the remaining period of any billing cycle in which cancellation occurs.
Suspension or Termination by Company: The Company reserves the right to suspend or terminate the Seller's access to the Platform immediately and without prior notice for any reason, including but not limited to: (i) breach of this Agreement; (ii) non-payment of fees; (iii) suspected fraudulent, abusive, deceptive, or illegal activity; (iv) Buyer complaints or regulatory inquiries relating to the Seller; (v) a request or requirement of any processing partner, bank partner, card network, or regulator; (vi) conduct that poses a risk to the Company, the Platform, other Sellers, or any partner relationship; or (vii) at the Company's sole discretion for any commercially reasonable reason.
Effect of Termination: Upon termination, all rights and licenses granted to the Seller hereunder shall immediately cease, and the Seller shall have no further access to the Platform. The Seller shall remain fully and solely responsible for every outstanding Financing Arrangement, every Receivable, and every Buyer relationship, and the Company shall have no obligation to service, bill, collect, communicate with Buyers, or otherwise administer any Financing Arrangement after termination. The Seller may export its Seller Data through the Platform's export functions for thirty (30) days following termination, after which the Company may delete all Seller Data. No fees paid prior to termination shall be refunded.
Survival: Sections 2 (Nature of the Platform), 3 (Allocation of Credit Risk), 6 (No Refunds), 8 (Compliance with Law), 9 (Tools), 10 (Buyer Relationships), 12 (Data and Privacy), 14 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Indemnification), 18 (Intellectual Property), 20 (Confidentiality), 21 (Governing Law), 22 (Dispute Resolution), 24 (General Provisions), and 25 (Seller Acknowledgments) shall survive any termination or expiration of this Agreement.
Intellectual Property
The Platform and all associated technology, algorithms, models, code, interfaces, designs, documentation, Tools, trademarks, trade names, logos, and all intellectual property rights therein are and shall remain the sole and exclusive property of the Company. Nothing in this Agreement conveys any ownership interest in the Platform to the Seller.
The HL Hunt name, SellFi, SellFi by HL Hunt, HL Hunt Pay, Hunt Score, Veriface, and all related marks are trademarks of HL Hunt Inc. The Seller shall not use any Company trademark without prior written consent except as expressly permitted in Section 10.
Feedback: Any suggestion, idea, or feedback provided by the Seller regarding the Platform may be used by the Company without restriction or compensation.
Service Level and Availability
The Company will use commercially reasonable efforts to maintain the availability of the Platform. However, the Company does not guarantee any specific uptime percentage or service level.
The Company shall not be liable for any downtime, interruption, or degradation of service resulting from: (i) scheduled or emergency maintenance; (ii) force majeure events; (iii) actions or omissions of third-party service providers, hosting platforms, payment processors, bureaus, or carriers; (iv) Seller-side technical issues; or (v) any cause beyond the Company's reasonable control. The Seller remains responsible for servicing its Financing Arrangements during any period of unavailability.
No credit, refund, or compensation of any kind shall be provided for any period of service unavailability.
Confidentiality
Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information includes, without limitation, business plans, pricing, customer lists, technical specifications, proprietary processes, and software architecture.
Neither party shall disclose, publish, or disseminate Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law, regulation, or valid legal process, or, in the Company's case, as necessary to its processing partners, bank partners, and service providers. The receiving party shall use Confidential Information solely for purposes related to this Agreement and shall protect it with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.
Governing Law and Jurisdiction
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles.
Subject to Section 22, any legal action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Fayette County, Kentucky. The Seller irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum or lack of jurisdiction.
Dispute Resolution and Arbitration
Prior to initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiation for a period of thirty (30) days following written notice of the dispute.
If the dispute cannot be resolved through negotiation, either party may initiate 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 decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Nothing in this Section prevents the Company from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, or from pursuing collection of unpaid fees in any court of competent jurisdiction.
Class Action Waiver: THE SELLER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDING SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE SELLER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST THE COMPANY.
Jury Trial Waiver: TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.
Modifications to Terms
The Company reserves the right to modify, amend, or update these Terms and Conditions at any time at its sole discretion. Material changes will be communicated via email to the address associated with the Seller's account or through a notice within the Platform. Continued use of the Platform following any modification constitutes the Seller's acceptance of the revised terms.
It is the Seller's responsibility to review these Terms and Conditions periodically. The "Effective Date" at the top of this document indicates the date of the most recent revision.
General Provisions
Entire Agreement: This Agreement, together with the applicable Order Form and any Optional Service terms, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous communications, representations, agreements, and understandings, whether written or oral.
Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be enforced to the maximum extent permitted by law.
Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future.
Assignment: The Seller shall not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement freely in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
Force Majeure: The Company shall not be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, power failures, internet disruptions, or processor, bank, or bureau system outages.
Notices: All notices under this Agreement shall be in writing and delivered via email, certified mail, or nationally recognized overnight courier to the addresses on file. Notices to the Company shall be sent to HL Hunt Inc., 3499 Blazer Parkway, Lexington, KY 40509, with a copy to support@hlhunt.org. Notices shall be deemed received upon delivery.
Independent Contractors: The parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties.
No Third-Party Beneficiaries: Except as expressly provided with respect to the Company's indemnified parties, this Agreement confers no rights or remedies on any person other than the parties.
Electronic Acceptance: The Seller agrees that clicking "I Agree," "Accept," or a similar button, creating an account, or using the Platform constitutes the Seller's electronic signature and acceptance of this Agreement with the same force and effect as a handwritten signature.
Interpretation: Headings are for convenience only and do not affect interpretation. The words "including" and "includes" mean "including without limitation." This Agreement shall not be construed against the drafting party.
Seller Acknowledgments
By accepting this Agreement, the Seller specifically acknowledges, represents, and agrees that:
The Company is a software provider only and is not a lender, creditor, guarantor, insurer, servicer, or party to any Financing Arrangement.
The Seller bears one hundred percent (100%) of the credit risk on every Financing Arrangement and every Receivable.
The Company does not guarantee, and has never represented, that any Buyer will repay any amount, in whole or in part, on time or at all.
If a Buyer defaults, the Seller's only recourse is against that Buyer, and the Seller has no claim against the Company.
The Seller is solely responsible for determining whether its financing activities require licensing, for obtaining any required license, and for complying with every law applicable to its financing program.
The Company has not provided, and the Seller has not relied on, any legal, tax, regulatory, or compliance advice from the Company.
All Tools, templates, calculators, scores, and analytics are general-purpose aids that the Seller must independently verify before use with any Buyer.
All fees paid to the Company are non-refundable.
The Seller has read this Agreement in full, has had the opportunity to consult counsel, and enters into this Agreement voluntarily.
Questions About These Terms
If You have any questions regarding these Terms and Conditions, please contact:
HL Hunt Inc.
3499 Blazer Parkway
Lexington, KY 40509
support@hlhunt.org
NMLS #2759282