Terms & Conditions

Terms Of Service

The application provided by IMBUS TECH LLC is the sole property of, and is operated by, IMBUS TECH LLC.

IMPORTANT: Please note the Application (“APP”) utilizes Salesforce as the platform to offer its application. The
Customer acknowledges that the App requires a valid subscription to Salesforce licenses to function properly. The
Customer also acknowledges it is solely responsible for acquiring and maintaining the necessary Salesforce
licenses to use the “APP” effectively. In agreeing to Terms of Service of IMBUS TECH LLC you are equally
agreeing to all applicable Terms of Services of Salesforce.

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IMPORTANT: THE FOLLOWING TERMS OF SERVICE APPLY TO YOUR USE OF THE “APP”. PLEASE READ THEM
CAREFULLY TOGETHER WITH THE ORDER AND THE PRIVACY POLICY. In addition to agreeing to these Terms of Service, before you are entitled to use the Application, you must enter into one or more separate orders ("Order(s)") with the Company governing payment and use parameters for the Application. These Terms of Service together with such Order(s) are collectively referred to as the "Agreement".

IMBUS TECH LLC (together with its affiliates, "Company") owns and operates a proprietary Internet-based
customer and loan management software solution, as well as any modifications, enhancements, and/or derivative
works thereof, including the websites used in connection with the foregoing (the "Application"). The term Application
includes all versions thereof. IMBUS TECH LLC may or may not provide associated services in connection with the
Application (the "Services").

These Terms of Service apply to any user of the Application, which includes the entity completing and submitting the
Order and/or registration information ("Customer") for the Application account as well as each Authorized User
(defined below). If Customer does not accept all terms of the Agreement and Privacy Policy, then Customer may not
use the “APP”

USE OF THE APPLICATION. Company grants Customer and its Authorized Users a limited, nonexclusive,
non-transferable license (without a right to sublicense) to access and use the Application for the Subscription Term
of the applicable Order solely for Customer. "Authorized Users' ' are those individuals who are Customer
employees or contractors and who Customer authorizes to use the Application. Customer is responsible for all use
of the Application by its Authorized Users and agrees that it will not provide or permit access to the Application
(including without limitation, the user interface and reporting) to anyone other than Authorized Users. Customer will
enable the Application to access only those systems of Customer or any third party for which Customer has all
necessary rights and authority. Customer agrees and acknowledges that its use of the Application and Services
may be subject to certain volume and other limits, if and to the extent specified on the applicable Order. If Customer
exceeds those stated usage limits, Customer will be subject to price adjustments or other effects as stated herein
and/or the applicable Order. Customer shall not, and shall not allow its Authorized Users to: (i) copy, reverse
engineer, modify, decompile or disassemble the Application; (ii) attempt to probe, scan, penetrate, breach or test the
vulnerability of any system or network or the Application's security or authentication measures, whether by passive
or intrusive techniques; or (iii) monitor the data or traffic on Company's system or network, other than the data or
traffic passing through Customer's account on the Application. Customer use of Application must be in accordance
with all applicable laws, rules and regulations (including without limitation, those applicable to privacy, CAN-SPAM,
etc.) (collectively, "Applicable Laws"), and in compliance with Customer's applicable privacy policy. All right, title and
interest in and to the Application and the Services (including any updates, improvements, or modifications thereto or
derivatives thereof). Company will use commercially reasonable efforts to correct material defects in the Application
that have been brought to its attention, provided that such defects: (a) are sufficiently described in writing and
reproducible by Company under test conditions at Company's facility, and (b) are not the result of any Application
use not consistent with this Agreement and/or user instructions.

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DATA. Customer is solely responsible for all lead, loan, and customer information entered/submitted to the
Application through permitted delivery methods (such as batch file delivery, through Customer's configuration of
compatible software (e.g. client relationship management software, marketing automation systems etc.), or API).
Customer is solely responsible for the completeness and accuracy of all information submitted, including through
the Application. Customer must ensure that all content, data and information provided by Customer was/is collected,
stored and used in compliance with the applicable Customer privacy policy and in compliance with all Applicable
Laws. Company may take remedial action if any Customer Data violates this Section, however Company has no
obligation to review any Customer Data for accuracy, compliance or potential liability. As between Company and
Customer, Customer will own all information and data arising from Customer's use of the Application, including the
client relationship management data, loan data, client systems data and data generated through communications in
whatever form or medium between Company and Customer's sales leads, loan data, and/or customer interactions
and/or Authorized Users through the Application and/or Services (collectively, the "Customer Data"). For purposes
of clarity, Customer Data does not include Company Materials.

FEES. Customer will pay all fees set forth in the applicable Order (the "Fees"), consisting of fees for baseline use of
the Application ("Subscription Fees") and such other fees identified in the Order. Fees will be billed/charged
commencing on the Subscription Start Date identified in each Order. Customer will pay Fees using the payment
method specified in the Order, including by authorizing payment by a valid credit card by completing and submitting
to Company the credit card authorization form attached to the Order. Upon approval by Company of such credit
card authorization, the Fees will be charged to Customer's credit card. Any change in payment method will require
the parties to execute a new or amended Order, and may require a change in frequency of payment. If invoice
payment method is selected in the Order, Fees are due thirty (30) days from invoice date. All payment obligations
are non-cancelable, and Fees paid are non-refundable. Fees are based on Company user licenses, which are
determinative for all purposes hereunder, provided that if Customer has a good faith dispute regarding Fees
invoiced, Customer must give Company notice of the basis for such dispute within thirty (30) days after the
applicable invoice date (fees covered in such notice, the "Disputed Fees"). Disputed Fees will be due within thirty
(30) days after resolution of the dispute. A late payment charge equal to the lesser of (i) 1% per month, or (ii) the
maximum rate permitted by law shall apply to all amounts due and not received by Company by the due date.
Customer agrees and understands that failure to pay all Fees owed when due will entitle Company to suspend
access to the Application, terminate the Agreement and/or refer any past due balance to a collection agency and/or
attorney. The Fees do not include any applicable taxes on Customer's use of the Application and the Services. To
the extent it is determined that any taxes, including without limitation, sales or use taxes, ad valorem taxes, duties,
licenses, or levies (excluding taxes based on Company's income) are imposed on the sale or use of the Application
and the Services by Customer, (a) Customer shall pay to the taxing authorities all such charges timely as levied by
taxing authorities; or (b) if Company has the legal obligation to pay for which Customer is responsible as a result of
the license of the Application and/or Services hereunder, Customer will reimburse Company for the full amount
thereof within thirty (30) days of invoice date, and in the cases of clause (a) and (b) without deduction from the Fees
owed, or (c) Customer shall timely provide Company with a valid tax exemption certificate acceptable to the relevant
taxing authorities.

TERM; TERMINATION. The term of this Terms of Service (the "Term") will begin on the date of Customer
acceptance of these Terms of Service and will continue for the stated term of any Order entered into by the parties,
subject to earlier termination as provided herein and/or in an Order. The term of each Order (the "Subscription
Term") will begin on the Subscription Start Date and end on the Subscription End Date as stated in such Order (the
"Initial Subscription Term"), subject to earlier termination as provided herein and/or in such Order. The Initial
Subscription Term shall automatically renew for subsequent term(s) for a duration equal to the Initial Subscription
Term ("Renewal Subscription Term"), unless either party gives the other party notice of non-renewal at least sixty
(60) days prior to the end of the then-current Initial Subscription Term or Renewal Subscription Term. Company shall

have the right to increase the Fees for each Renewal Subscription Term by an amount not to exceed 5% of the
applicable Fees for the prior Subscription Term. Either party may terminate the Agreement in the event of a material
breach by the other party, which is not cured within thirty (30) days after receipt of notice describing such breach;
provided that any breach of Sections 1 or 2 will have a five (5) day cure period. Notices of termination or
non-renewal are effective only if given by a Customer employee with authority to make such election. Any attempt
by Customer to terminate the Agreement except as permitted herein, will be of no force or effect, Customer will
continue to have access to and use of the Application hereunder and will remain liable for the Fee throughout the
Term. Company may disable Customer's access code and suspend its access to the Application at any time in the
event Company reasonably suspects there has been a violation of thus stated Terms of Service, or if the provision
of Services and/or use of the Application results in high levels of complaints or other negative results, as determined
by Company in its reasonable discretion, and in such event, Company will use reasonable efforts to give Customer
notice after such suspension. Upon termination or expiration of the Agreement for any reason (a) Customer and its
Authorized Users will cease to have access to and use of the Application and Services; (b) upon receipt of a
Customer request within thirty (30) days of termination or expiration.

LIMITATION OF LIABILITY. EXCLUDING THE PARTIES' INDEMNIFICATION OBLIGATIONS AND EXCLUDING
CUSTOMER'S BREACH OF THIS AGREEMENT RESULTING IN THE APPLICATION OR SERVICE BEING
"BLACKLISTED", "GREYLISTED" OR OTHERWISE RESTRICTED FROM NORMAL BUSINESS OPERATIONS
BY ANY THIRD PARTY (TOGETHER, THE "EXCLUDED MATTERS"), NEITHER COMPANY, NOR ITS
AFFILIATES, MEMBERS, MANAGERS, OFFICERS OR EMPLOYEES, OR ANY LICENSOR (COLLECTIVELY,
"COMPANY ENTITIES"), ON ONE HAND, NOR CUSTOMER, OR ITS AUTHORIZED USERS ("CUSTOMER
ENTITIES"), ON THE OTHER HAND, WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT,
PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS, LOST DATA OR
DOWNTIME COSTS), ARISING OUT OF THIS AGREEMENT, WHETHER BASED IN WARRANTY, CONTRACT,
TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT ANY
WARRANTY OR LIMITATION SHALL FAIL OF ITS ESSENTIAL PURPOSE. EXCEPT WITH RESPECT TO THE
EXCLUDED MATTERS, IN NO EVENT WILL THE TOTAL LIABILITY OF THE COMPANY ENTITIES, ON THE ONE
HAND, AND CUSTOMER ENTITIES, ON THE OTHER HAND, ARISING OUT OF THIS AGREEMENT EXCEED
THE LESSER OF (A) THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT
DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, AND (B)
$50,000. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential
damages, therefore the above limitation may not apply to Customer to the extent prohibited by such local laws and
instead liability will be limited to the maximum extent permitted by law.

WARRANTY DISCLAIMER. THE APPLICATION AND SERVICES ARE PROVIDED STRICTLY ON AN "AS IS"
AND "AS AVAILABLE" BASIS. COMPANY ENTITIES DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR
IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR ANY PARTICULAR
PURPOSE. COMPANY ENTITIES DO NOT MAKE ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES
REGARDING THE ACCURACY OR COMPLETENESS OF ANY DATA COLLECTED OR TRANSMITTED VIA THE
APPLICATION AND/OR SERVICES; COMPATIBILITY OR INTEROPERABILITY OF THE APPLICATION WITH
CUSTOMER'S SYSTEMS. COMPANY ENTITIES MAKE NO REPRESENTATION THAT THE OPERATION OF
THE APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY ENTITIES
PROVIDE NO ASSURANCES THAT CUSTOMER WILL ACHIEVE ANY SPECIFIC BUSINESS RESULTS FROM
USE OF THE APPLICATION AND/OR SERVICES. CUSTOMER HAS INDEPENDENTLY EVALUATED THE
DESIRABILITY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND IS NOT RELYING ON
ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH HEREIN.

INDEMNIFICATION. Customer agrees to indemnify, defend and hold harmless the Company Entities from and
against any and all damages, losses, costs (including reasonable attorneys' fees), or other expenses arising from

third party claims, actions, suits or proceedings against any Company Entity (a) alleging Customer's or its
Authorized Users' breach of this Agreement, including allegations of use of the Application or Services in any
manner not permitted hereunder; or (b) in connection with the Customer Data when used by Company as permitted
hereunder. Company agrees to indemnify, defend and hold harmless Customer Entities from and against any and
all damages, losses, costs (including reasonable attorneys' fees), or other expenses arising from third party claims,
actions, suits or proceedings against any Customer Entity (x) alleging that the Application when used by Customer
and its Authorized Users solely as permitted by this Agreement infringes any U.S. copyright, trademark or trade
secret, or (y) alleging Company's breach of Section 2 of this Terms of Service. The party seeking indemnity
("Indemnified Party") will give the party from whom indemnity is sought ("Indemnifying Party") timely written notice of
the claim for which indemnity is sought and control of the disposition thereof; provided, that failure to give timely
notice will not relieve the Indemnifying Party of its obligations except to the extent that such untimely notice
materially impairs the Indemnifying Party's ability to defend such claim. The Indemnified Party will cooperate with
the Indemnifying Party's reasonable requests (at the Indemnifying Party's expense) in connection with the defense
and settlement of such claim. Neither party will settle any claim for which indemnity is sought unless: (i) such
settlement includes an unconditional release of the other party from all liability on the claim, or (ii) the other party
gives its prior written consent, not to be unreasonably withheld.

CONFIDENTIALITY; PUBLICITY. "Confidential Information" means: (i) business or technical information, including
product plans, designs, source code, finances, marketing plans, business opportunities, personnel, research,
development or know-how of the disclosing party and third party information that the disclosing party is obligated to
keep confidential; (ii) information designated as "confidential" or "proprietary" or which, under the circumstances
taken as a whole, reasonably should be understood to be confidential; and (iii) the financial terms of this Agreement.
In addition, the Application, all details about the uses, functionalities or other aspects of the Application (including
user interface, screenshots and specific features of the Application) are Company's Confidential Information, and
Customer Data is Customer’s Confidential Information. Confidential Information shall not include information which:
(a) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving
party; (b) is or becomes available to the receiving party on a non-confidential basis by a third party that rightfully
possesses the Confidential Information and has the legal right to make such disclosure; or (c) is developed
independently by the receiving party without use of the disclosing party's Confidential Information and by persons
without access to such information. The receiving party shall use measures at least as protective as those it uses
for its own confidential information (but no less than reasonable measures) to keep confidential and not to disclose
to any third party any Confidential Information of the disclosing party, except to those of the receiving party's agents,
representatives and employees (collectively, "representatives") who need to know such Confidential Information,
who are informed of the confidential nature of the Confidential Information and who agree to be bound by terms of
confidentiality at least as protective as those in this Agreement. The receiving party shall not use any Confidential
Information, directly or indirectly, for any purpose other than as necessary to perform its obligations and exercise its
rights under this Agreement. Each party shall be responsible for any breach of this Agreement by its
representatives, which for purposes of Customer will include its Authorized Users. If a receiving party becomes
legally compelled to disclose any Confidential Information, it shall provide the disclosing party with prompt prior
written notice to the extent legally permitted and assistance (at the disclosing party's expense) in obtaining a
protective order. Customer grants Company the right without compensation to use Customer comments relating to
the Application and Service in connection with testimonials, quotes, for publication, and to use Customer's name
and logo in Company's client list and marketing materials.

MISCELLANEOUS. (a) The Company may modify these Terms of Service at any time and in its sole discretion and
will notify Customer of such modification via (i) email to the contact email provided by Customer; (ii) by presenting
the new Terms of Service in its entirety at the time Customer next logs into the Application; or (iii) by posting the
revised Terms of Service within the Application. Changes to these Terms of Service shall be effective five (5) days
after provision of notice by any of the methods provided above regardless of whether Customer actually receives

any notification. Customer is responsible for checking its account on the Application on a regular basis and for
ensuring that any contact information, credit card information or other information that it provides to the Company is
current and accurate. Customer's continued use of the Application after notice of modifications as provided above
shall be deemed to be Customer's continued acceptance of these Terms of Service, including any amendments and
modifications. If a modification is unacceptable to Customer, Customer may terminate the Agreement by giving
notice within the five (5) day period specified above. (b) Neither party will be liable for, nor considered in breach of
or default under this Agreement on account of any delay or failure to perform its obligations under this Agreement
as a result of any causes or conditions that are beyond such party's reasonable control and that such party is
unable to overcome through the exercise of commercially reasonable diligence. (c) The failure of either party to
enforce any provision of this Agreement will not constitute a waiver of such party's rights to subsequently enforce
the provision, and a waiver of breach shall not be a waiver of any other or subsequent breach. A party's remedies
specified in this Agreement are in addition to any other remedies that may be available at law or in equity. (d)
Customer may not assign any of the rights granted under this Agreement without Company's prior written consent,
and any attempted assignment without such consent will be null and void. (e) This Agreement represents the entire
agreement between the parties with respect to the matters set forth herein, and supersedes any prior or
contemporaneous agreements relating thereto, including without limitation any non-disclosure agreement, PO,
vendor registration etc. If any provision of this Terms of Service conflicts with an Order, the terms of the Order will
prevail with respect to the Services ordered under such Order. (f) This Agreement will be interpreted, construed and
enforced in all respects in accordance with the laws of the State of Michigan, without reference to its choice of law
rules. Any award shall be final and binding and judgment thereon may be entered in any court of competent
jurisdiction. Each party will bear its own cost of arbitration. The foregoing will not preclude any party from seeking
injunctive relief in order to protect its rights pending arbitration. (g) If any provision of this Agreement is held invalid,
such determination will not affect the remaining portions of this Agreement, and the affected provisions shall be
interpreted and enforced to the full extent possible to carry out the intent of such provision. (h) Any notice to
Company must be in writing and sent to IMBUS TECH LLC, 13920 Covington Dr, Plymouth MI 48170, Attn: Legal,
or such other address as Company may give notice of pursuant to this section, and such notices shall be sent by
U.S. first class registered mail, overnight delivery service or in person. Company may provide electronic notices to
Customer by general notice via the Application and may give electronic notices specific to Customer by email to
Customer's email address(es) on record in Customer's account information for the Application.

Fulfillment Policy