Lending Marketplace Terms of Service
LAST UPDATED January 23, 2026
B GENEROUS MARKETPLACE TERMS OF SERVICE
Thank you for your interest in participating in the marketplace platform offered by U-Pledge, Inc. d/b/a B Generous (together with its subsidiaries and other affiliates, “B Generous”). This B Generous Marketplace Terms of Service (the “Agreement”) applies to all uses of the B Generous marketplace platform and any related applications (the “Marketplace Platform”) by the legal entity that is executing this Agreement. The access to and use of the Marketplace Platform is conditioned on the acceptance of, and compliance with, the terms of this Agreement, as amended from time to time. The individual agreeing to the terms of this Agreement on behalf of a legal entity represents and warrants that they have the legal capacity to enter into this Agreement, and the authority to enter into this Agreement on behalf of such legal entity (the “Lending Partner”) and to bind the Lending Partner to the terms set forth in this Agreement.
BY USING THE MARKETPLACE PLATFORM OR ACCEPTING SUBMISSIONS (AS DEFINED BELOW) FROM B GENEROUS, LENDING PARTNER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT FOR THE TERM (AS DEFINED HEREIN).
PLEASE NOTE THAT B GENEROUS MAY CHANGE THIS AGREEMENT FROM TIME TO TIME, AS INDICATED BY THE “LAST UPDATED” DATE AT THE BEGINNING OF THIS AGREEMENT. IF LENDING PARTNER CONTINUES TO USE THE MARKETPLACE PLATFORM OR TO ACCEPT SUBMISSIONS FOLLOWING SUCH DATE, LENDING PARTNER AGREES TO ANY AND ALL AMENDMENTS TO THE AGREEMENT THAT HAVE BEEN MADE AS OF SUCH DATE.
Lending Partner and B Generous are alternatively referred to herein as a “Party” and collectively as the “Parties.”
The Marketplace Platform is hosted on a platform provided by Softr. By executing this Agreement, Lending Partner agrees to the following Softr documents (“Softr Materials”) in connection with Lending Partner’s access to and use of the Marketplace Platform, which are hereby incorporated into this Agreement: Softr Terms and Conditions; Softr Privacy Policy; and Softr Data Protection Agreement.
Please review the aforementioned Softr Materials, as they apply to Lending Partner’s access to and use of the Marketplace Platform. Please note that the Softr Materials may change from time to time, and it is Lending Partner’s responsibility to be aware of such changes.
This Agreement is a requirement to Lending Partner’s participation in the Marketplace Platform. Upon acceptance of this Agreement by accessing the Marketplace Platform or accepting a Submission, in addition to any other materials or requirements of B Generous, Lending Partner shall be permitted to participate as a lender in the Marketplace Platform. Upon termination of this Agreement, Lending Partner’s access to and use of the Marketplace Platform may be suspended or terminated by B Generous, in its sole discretion, subject to ongoing rights and responsibilities of Lender Partner with respect to existing Customers, as defined below.
1. SUBMISSIONS.
During the Term of this Agreement, B Generous may from time to time submit, via the Marketplace Platform or otherwise, to Lending Partner the completed B Generous loan application package of B Generous non-profit customers that express an interest in obtaining a commercial loan or line of credit from a lender that participates in the Marketplace Platform (the “Submission”). The Submission shall include, but is not limited to, a completed loan application from the non-profit, the non-profit’s supplementary financial information and Form 990 documentation, a compliance and KYC/KYB/Adverse Media report, background check verification on key non-profit executives, a summary deal memo from B Generous, and a non-binding term sheet signed by the non-profit showing preliminary acceptance by the non-profit of proposed loan terms. For the avoidance of doubt, this Agreement shall govern whether a Submission is submitted via the Marketplace Platform or otherwise. Upon receipt of a loan application, Lending Partner shall (i) determine, in its sole discretion, whether to approve or decline each application for a loan or line of credit (each, a “Lending Partner Loan”), (ii) notify B Generous in writing of its determination and (iii) if approved, notify B Generous in writing of the terms of such Lending Partner Loan, including the loan amount, duration, interest rate, and any additional terms as reasonably requested by B Generous, such as collateral requirements or other material covenants related to the Lending Partner Loan. Each B Generous customer that is approved for and receives a Lending Partner Loan from the Lending Partner within 12 months following a Submission shall be referred to herein as a “Customer.”
2. B GENEROUS UNDERWRITING COST COVERAGE FOR LENDER.
B Generous may reimburse Lending Partner for underwriting costs actually incurred by Lending Partner in reviewing and evaluating a Submission, up to a maximum of One Thousand Five Hundred Dollars ($1,500) per Submission, if and only if: (i) Lending Partner declines the loan application via an adverse action notice within thirty (30) days following receipt of the Submission; and (ii) Lending Partner provides B Generous with an explanation of the reasons for the decline, in accordance with Lending Partner’s internal compliance protocols and in compliance with applicable law. Such reimbursement shall be made by B Generous within thirty (30) days of receipt of Lending Partner’s explanation and a copy of the adverse action notice. Notwithstanding the foregoing, no reimbursement shall be due or payable hereunder if B Generous determines in its reasonable discretion that the decline of a loan application is based on, in whole or in part, non-credit related reasons, including but not limited to Lending Partner having reached its lending limits, the requested loan amount being below Lending Partner’s minimum or above Lending Partner’s maximum lending thresholds, or outside of Lending Partner’s geographic lending area, strategic or policy decisions by Lending Partner not to extend credit to non-profit entities, or any other factors unrelated to a credit analysis of the borrower’s financial condition, creditworthiness, or ability to repay the loan or line of credit. For the avoidance of doubt, B Generous’ reimbursement obligations under this Section 2 shall apply where the decline of a loan application is solely based on Lending Partner’s credit analysis and constitutes a legitimate adverse action reason under applicable law.
3. ORIGINATION CAP.
Lending Partner agrees that, for any Lending Partner Loan originated through or in connection with the Marketplace Platform (including, without limitation, any Lending Partner Loan arising from a Submission), the origination fees (or other comparable fees) charged to the Customer by Lending Partner shall not exceed fifty basis points (0.5%) of the original principal amount of such Lending Partner Loan or the maximum committed amount of the line of credit, as applicable. For the avoidance of doubt, this cap applies solely to origination fees (or other comparable fees) and does not limit other permissible fees or charges, such as interest, servicing fees, or late fees, provided any fees comply with applicable law and the terms of this Agreement. Lending Partner shall provide B Generous with documentation evidencing compliance with this cap upon request, including copies of the applicable loan documents or fee schedules.
4. B GENEROUS RESPONSIBILITIES.
B Generous shall not guarantee to anyone that Lending Partner will approve a loan application for a Lending Partner Loan. B Generous has no authority to accept any payment due to Lending Partner, and any payment received by B Generous from a Customer in respect of a Lending Partner Loan will promptly be forwarded to Lending Partner in the form received. B Generous is not a direct lender and is not authorized to make any changes to the terms and/or conditions of a Lending Partner Loan, or any documentation related thereto.
5. LENDING PARTNER RESPONSIBILITIES.
a. Adverse Action Notice. In the event that Lending Partner declines an application for a Lending Partner Loan, Lending Partner shall notify the applicant and B Generous of the denial and provide an adverse action notice in compliance with applicable law.
b. Loan Delinquencies and Defaults. In the event that a Lending Partner Loan becomes delinquent or goes into default, Lending Partner shall promptly notify B Generous.
c. Loan Approvals. In the event the Lending Partner approves an application for a Lending Partner Loan, Lending Partner shall notify the applicant and B Generous of the approval, and shall provide copies to B Generous of the final credit approval package and Lending Partner Loan terms within seventy-two (72) hours of the Lending Partner Loan closing date.
d. No Representations. Lending Partner shall not enter into oral or written agreements on B Generous’ behalf. Lending Partner shall not make any representations, commitments, or warranties with respect to B Generous, its accounts, products, or services without B Generous’ prior written consent. Lending Partner shall expressly notify each B Generous customer in writing that neither Lending Partner, nor anyone at Lending Partner, is making any recommendation as to B Generous, its accounts, products, or services or any other financial entity, product, asset, or service.
e. No Distribution of Materials. Lending Partner shall not provide or make available marketing materials to any person or entity with respect to B Generous, its accounts, products, or services without the prior written consent of B Generous.
6. REPRESENTATIONS AND WARRANTIES.
a. Lending Partner represents and warrants the following for the duration of the Term of this Agreement:
i. It is a legal entity, duly formed and validly existing under the laws of the state of its organization, and it has full power and authority to execute, deliver, and perform its obligations under this Agreement. Performance of this Agreement has been duly authorized and such performance is not in conflict with and does not violate the terms of its organizational documents and shall not result in a material breach of or constitute a default under or require any consent under any material indenture, loan, or agreement to which it is a party.
ii. This Agreement constitutes a legal, valid, and binding obligation of Lending Partner, enforceable against Lending Partner in accordance with its terms, except (1) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect, and (2) as such enforceability may be limited by general principles of equity.
iii. All approvals, authorizations, consents, and other actions by, notices and disclosures to, and filings with any person, have been obtained or shall be acquired in connection with this Agreement.
iv. There are no proceedings or investigations pending or, to the best of its knowledge, threatened against Lending Partner (1) asserting the invalidity of this Agreement, (2) seeking to prevent the consummation of any of the transactions contemplated by Lending Partner pursuant to this Agreement, (3) seeking any determination or ruling that, in Lending Partner’s reasonable judgment, would materially and adversely affect its ability to perform this Agreement, (4) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement, or (5) that would have a materially adverse financial effect on Lending Partner or its operations if resolved adversely to it.
v. Lending Partner has the legal right to use and permit B Generous to use, to the extent set forth herein, its Marks and other intellectual property.
vi. Lending Partner is not subject to any agreement with any governmental authority that would prevent the consummation by Lending Partner of the transactions contemplated by this Agreement.
b. Lending Partner acknowledges and agrees that B Generous may benefit from and rely on the representations and warranties made by Lending Partner and may enforce this Agreement for its benefit with respect to any breach of the representations and warranties.
c. Lending Partner agrees to promptly notify B Generous if any of the representations and warranties set forth in this Agreement are no longer materially true and accurate.
7. CONFIDENTIAL INFORMATION & NON-DISPARAGEMENT
a. Defined. The Parties acknowledge that they may be furnished with, receive, or otherwise have access to Confidential Information of the other Party during the Term of this Agreement. “Confidential Information” means all information, in any form, furnished or made available directly or indirectly by one Party to the other (including in writing, orally, visually, electronically, website-based or in any other manner) which is marked confidential, proprietary or with a similar designation or, if unmarked, which the receiving Party should reasonably know is confidential and proprietary. Confidential Information shall include, but not be limited to, (i) a Party’s Trade Secrets; (ii) information concerning the operations, affairs and businesses of either Party, its customers and suppliers; (iii) B Generous documentation and B Generous services, technology, processes, methods, software and/or enhancements to each of the foregoing, each of which shall be considered the Confidential Information of B Generous; (iv) information about a B Generous customer; and (v) that portion of any specifications, designs, documents, correspondence, software, data, guidelines and other materials containing Confidential Information as described herein and provided by either Party in connection with this Agreement.
b. Obligations.
i. The receiving Party shall exercise, at a minimum, the same degree of care to prevent unauthorized use, access to, acquisition or disclosure of the other Party’s Confidential Information as it normally takes to prevent the unauthorized use or disclosure of its own proprietary information of like kind, but in no event less than a commercially reasonable degree of care. The receiving Party shall refrain from using the Confidential Information except as necessary in performing its obligations under this Agreement and shall limit use or disclosure to individuals needing to know the information to perform their obligations under this Agreement. Neither Party shall disclose the negotiated pricing or terms of this Agreement to any third party, and any such disclosure shall be a material breach of this Agreement, except that, (1) if requested by B Generous or Lending Partner to meet its due diligence and regulatory requirements, and (2) a Party may disclose the fact that the other Party is a client and the commercial terms of this Agreement to potential investors and acquirers in connection with a bona fide financing or acquisition due diligence. In any event, each Party shall be liable for any breach of the obligations defined within this section by its respective personnel, external or internal auditors or independent contractors.
ii. As requested by a Party during the Term or upon any termination of this Agreement, the other Party shall return or destroy, as the requesting Party may direct, all material in any medium that contains, the requesting Party’s Confidential Information and retain no copies (except those necessary to comply with regulatory requirements applicable to the retaining Party) or pursuant to their data retention policies. Any destruction pursuant to this section shall be certified in writing.
c. Exclusions. The restrictions set forth regarding Confidential Information shall not apply to information which a Party can demonstrate in writing (i) was, at the time of disclosure to it, in the public domain; (ii) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the receiving Party; (iii) was in the legal possession of the receiving Party at the time of disclosure to it without a duty of confidentiality; (iv) was received after disclosure to it from a third party who had a lawful right to disclose such information to such Party without confidentiality restrictions; or (v) was independently developed by the receiving Party without reference to Confidential Information of the disclosing Party.
d. Legally Required Disclosures. Nothing in this Agreement shall prevent, limit or restrict the receiving Party and/or any of its affiliates (and/or its or their representatives) from disclosing any Confidential Information or other information to any governmental authority or regulator that seeks, requests or requires any such information (including in connection with any audit, examination or filing) and, accordingly, any obligations of confidentiality or non-disclosure and limitations thereon (including prior notice and cooperation) set forth herein shall not apply to any such disclosure; provided, if the receiving Party is required by a governmental authority or applicable law to disclose any Confidential Information of the disclosing Party, the receiving Party must first, if legally permissible, give written notice of the required disclosure to the disclosing Party; take reasonable steps to allow the disclosing Party to seek to protect the confidentiality of the Confidential Information required to be disclosed; and then disclose only that part of the Confidential Information which, in the written opinion of its legal counsel, it is required to disclose.
e. Loss of Confidential Information. In the event of any unauthorized disclosure or loss of, or inability to account for, any Confidential Information of the disclosing Party, the receiving Party shall promptly, at its own expense: (i) notify the disclosing Party in writing, (ii) take reasonable steps to minimize the violation; and (iii) reasonably cooperate with the disclosing Party to minimize any damage resulting therefrom.
f. No Implied Rights. Nothing contained in this Agreement shall be construed as obligating a Party to disclose its Confidential Information to the other Party or as granting to or conferring on a Party, express or implied, any rights or license to the Confidential Information.
g. Prior Non-Disclosure Agreement. Notwithstanding any termination of this Agreement, all the receiving Party’s obligations pursuant to this Agreement survive (i) with respect to Confidential Information (other than Trade Secrets), for so long as such information continues to be confidential pursuant to the terms of this Agreement; (ii) with respect to Trade Secrets, for so long as the information continues to constitute a trade secret under applicable law; and (iii) with respect to customer data, for so long as required by applicable law.
h. Equitable Relief. If either Party or its affiliates breached or threatens to breach any provision regarding its obligations with respect to Confidential Information, then the non-breaching Party, in addition to any other remedy it may have at law or in equity, shall be entitled to seek a restraining order, injunction or other similar remedy to specifically enforce the provisions of this Agreement without proving actual damages or posting bond or other security. Each Party specifically acknowledges that money damages alone would be an inadequate remedy for the injuries and damages that would be suffered and incurred by the non-breaching Party or its affiliates from a breach of any provision of this Agreement related to the Confidential Information.
i. Trade Secrets. Nothing herein shall be deemed to adversely affect or otherwise waive any rights or remedies available at law or equity that a disclosing Party may have for protection of its Trade Secrets. “Trade Secret” means any proprietary information of a Party, including technical or non-technical data, formulas, patterns, compilations, computer programs, code and software, devices, drawings, prototypes, samples, processes, methods, techniques, data, lists of actual or potential customers and suppliers and other business information which (i) such Party derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts by the disclosing Party or its affiliates that are reasonable under the circumstances to maintain its secrecy.
j. Non-Disparagement. Lending Partner agrees that neither it nor any of its officers, directors, employees, agents, or representatives shall, at any time during or after the term of this Agreement, make, publish, or communicate to any person or entity, or in any public forum, any disparaging or defamatory remarks, comments, or statements concerning B Generous, its affiliates, or any of its respective officers, directors, employees, agents, or representatives. For the purposes of this clause, “disparaging or defamatory remarks, comments, or statements” shall include any false or misleading statement or any statement that may harm the reputation, business, or goodwill of the other party. Lending Partner acknowledges and agrees that any breach of this clause may result in irreparable harm to B Generous, for which monetary damages may not be an adequate remedy and agrees that B Generous shall be entitled to seek injunctive relief and any other appropriate remedy at law or in equity.
8. NON-CIRCUMVENTION
Lending Partner acknowledges that the Marketplace Platform and Submissions provide valuable access to opportunities to originate Lending Partner Loans to B Generous non-profit customers sourced and pre-screened by B Generous (“Non-Profits”). To protect B Generous’s legitimate business interests, Lending Partner agrees that, during the Term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement (the “Restricted Period”), Lending Partner shall not, directly or indirectly (including through any affiliate, employee, agent, or third party), (i) solicit, contact, or enter into any lending arrangement with any Non-Profit or (ii) originate, fund, or facilitate any loan, line of credit, or other financing to a Non-Profit, except through the Marketplace Platform and in full compliance with the terms of this Agreement (including, without limitation, payment of any applicable fees to B Generous if any, and adherence to the origination fee cap in this Agreement).
For the avoidance of doubt, this non-circumvention obligation applies to any attempt to bypass the Marketplace Platform, avoid the involvement of B Generous in any Lending Partner Loan, or deprive B Generous of fees or commissions that would otherwise be due from the Non-Profit or under any related agreement. If Lending Partner breaches this section, B Generous shall be entitled to the fees B Generous would have earned from the Non-Profit had the applicable Lending Partner Loan been originated through the Marketplace Platform, which the Parties agree is a reasonable estimate of damages and not a penalty, which equates to 3.5% of the Lending Partner Loan amount, and which will be paid by Lending Partner to B Generous in a timely manner. B Generous shall also be entitled to any other remedies available under this Agreement or at law, including recovery of attorneys’ fees and costs.
Lending Partner shall promptly notify B Generous in writing of any contact or solicitation from a Non-Profit that has resulted, or could result, in a circumvented transaction, as described in this Section 8. This Section 8 shall survive the termination or expiration of this Agreement.
9. INTELLECTUAL PROPERTY.
a. Existing IP. The Parties acknowledge and agree that no collaborative development of intellectual property will occur under this Agreement. Each Party maintains and retains ownership of its intellectual property and, except as otherwise expressly described in Sections 9(b) and 9(c) of this Agreement, will not be deemed to grant to the other Party a license under any patents, copyrights or other intellectual property rights.
b. Trademark, Trade Name and Other Marks. Any and all trademarks, trade names, service marks, logos and titles owned by, or licensed to a Party (“Licensing Party”), including with respect to B Generous, those used in connection with the B Generous Service (in each case, the “Marks”) shall remain the sole and exclusive property of the Licensing Party. Except as otherwise set forth herein, each Licensing Party grants to the other Party a limited right during the Term of this Agreement to reproduce the Marks as necessary for, and for the sole purpose of executing obligations or exercising rights under this Agreement. Each Party acknowledges and agrees that, except for the limited right to use the Marks as expressly granted to it in this Section 9(b) and in Section 9(c), nothing in this Agreement gives the Party which does not own the Marks any right, title, interest in, to or under the Marks or any intellectual property rights therein. Neither Party shall contest the validity of any Marks or the Licensing Party’s exclusive ownership of them. Neither Party shall adopt, use, register, whether as a corporate name, trademark, service mark, or other indication of origin, and of the Licensing Party’s Marks, or any word or mark confusingly similar to them in any jurisdiction. All goodwill arising out of any use of Marks in connection with this Agreement will inure to the sole benefit of the Licensing Party.
c. Publicity. Lending Partner hereby permits, authorizes, grants, and licenses to B Generous the right to display, exhibit, reproduce, and otherwise use, publicly or otherwise, Lending Partner’s name, Marks, and other identifying intellectual property solely in connection with identifying Lending Partner as a participant with respect to the Marketplace Platform and as a Lender in the B Generous Marketplace.
10. TERM AND TERMINATION.
a. Term. This Agreement shall become effective on the date Lending Partner begins using the Marketplace Platform or accepts Submissions from B Generous and shall continue in full force unless and until terminated earlier pursuant to this Section 10 of the Agreement (the “Term”). For the avoidance of doubt, the termination of this Agreement shall not affect the relationship that B Generous has with any customer, including Customers, outside of the scope of this Agreement or the existing relationship that Lending Partner has with a Customer pursuant to this Agreement as of the date of termination.
b. Termination. This Agreement may be terminated:
i. By either Party, upon giving 30 days’ written notice to the other Party for any reason;
ii. Immediately by B Generous in the event of a material breach of this Agreement by the Lending Partner that is not cured within thirty (30) business days of written notice thereof from B Generous;
iii. Immediately by B Generous if Lending Partner ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency, or similar proceeding, which is not dismissed within sixty (60) days of filing;
iv. upon B Generous giving written notice if Lending Partner suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business; or
v. upon B Generous giving written notice based on an order or formal request from a governmental authority to cease or materially limit performance of the obligations under this Agreement, provided if allowable that the Parties will engage in a good faith negotiation to cure the regulatory/legal deficiency.
c. Duties Upon Termination. Upon termination of this Agreement for any reason, the Parties hereto agree to continue their cooperation in order to affect an orderly termination of their relationship. Notwithstanding the foregoing, B Generous reserves the right to terminate the access of Lending Partner to the Marketplace Platform following termination of this Agreement. Unless otherwise agreed by the Parties, Lending Partner shall promptly cease using and return all copies of promotional materials, marketing literature, written information, reports pertaining to the B Generous Service and any B Generous Marks, B Generous will promptly discontinue any use of the Lending Partner Marks, and each Party shall cease using and shall return all Confidential Information of the other Party then in its possession.
d. Survival. Sections 3 (Origination Cap), 7 (Confidential Information & Non-Disparagement), 8 (Non-Circumvention), 9 (Intellectual Property), 10 (Term and Termination), 11 (Indemnification), 12 (Limitation of Liability), and 13 (Miscellaneous) shall survive any termination or expiration of this Agreement.
11. INDEMNIFICATION.
Lending Partner agrees to indemnify, defend and hold B Generous, its affiliates, and their respective employees harmless from and against all liabilities, damages, claims, demands, actions, costs (including, without limitation, attorneys’ fees) caused or arising, directly or indirectly, as a result of: (a) any action or omission by Lending Partner, Lending Partner’s agents or employees with respect to B Generous customers; (b) Lending Partner’s breach of this Agreement, including any representations or warranties of Lending Partner; (c) any alleged misrepresentation or omission in any disclosures or marketing materials created or distributed by Lending Partner without B Generous’ written consent; (d) complaints by others, including without limitation B Generous customers, that they were misled by Lending Partner in connection with the Lending Partner Loan; (e) Lending Partner’s fraud, negligence, or willful misconduct, including but not limited to, in connection with use of the Marketplace Platform and any interactions with a Non-Profit or Customer; and/or (f) any services Lending Partner provides to its customers, including Customers.
12. LIMITATION OF LIABILITY.
a. EXCEPT WITH RESPECT TO ANY EVENTS THAT ARE SUBJECT TO LENDING PARTNER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, EVEN IF SUCH PARTY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, THE SERVICES, OR THE B GENEROUS SERVICE.
b. No Party shall be responsible to any other for any claims by a Party or third parties arising from the failure of any third-party software, hardware, communications devices, Internet services, e-mail systems or other systems or services except to the extent such failures are caused by a Party’s contractors.
c. Except for a Lending Partner’s obligations under Section 11 of this Agreement, a Party’s gross negligence, willful misconduct, or fraud, or a Party’s breach of any payment obligation under this Agreement, each Party’s total cumulative liability to the other Party, whether in contract or in tort, under this Agreement shall not exceed $100,000.
13. MISCELLANEOUS.
a. Modification of this Agreement. B Generous may modify this Agreement and impose new or additional terms or conditions on any use of the Marketplace Platform. Lending Partner’s continued use of the Marketplace Platform or acceptance of Submissions will constitute its acceptance of the modified terms and any applicable new or additional terms or conditions. If Lending Partner does not agree to the modified terms, it must immediately stop using the Marketplace Platform and return any Submissions. When B Generous materially changes this Agreement, B Generous will update the “Last Updated” date at the top of the initial page of this Agreement.. Please note that B Generous is not responsible for providing notice of changes to any of the Softr Materials.
b. Binding Agreement and Assignment. This Agreement shall be binding on the Parties and their respective successors and permitted assigns. Lending Partner may not transfer or assign (by merger or operation of law or otherwise) this Agreement or its obligations under this Agreement, in whole or in part, without the prompt written consent of the other Party (which consent will not be unreasonably withheld).
c. Force Majeure. No Party shall be liable for any default or delay in the performance of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, or any other cause beyond the reasonable control of such Party (provided the non-performing Party is without material fault in causing such default or delay). The non-performing Party shall be excused from performance of the obligation(s) so affected for as long as such circumstances prevail, and such Party continues to use its commercially reasonable efforts to recommence performance. Any Party so delayed in its performance shall immediately notify the Party to whom performance is due by telephone (to be confirmed in writing within two (2) days of the inception of such delay) and describe in reasonable detail the circumstances surrounding such delay.
d. Governing Law. This Agreement and the rights and obligations of the Parties under this Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles thereof relating to the conflicts of laws.
e. Arbitration. Any dispute, claim, or controversy between the Parties arising out of or relating to this Agreement, whether in contract, tort, or otherwise, and the Parties’ rights, remedies, and obligations under this Agreement (collectively, “Disputes”) will be conclusively determined by a final and binding arbitration proceeding to take place in the State of Delaware. Such proceeding will be conducted in English and administered by JAMS pursuant to the JAMS Comprehensive Arbitration Rules and Procedures then in effect before a single arbitrator chosen in accordance with such rules. The ruling by the arbitrator may be entered in any court having jurisdiction over the Parties or any of their assets. The Parties will evenly split the cost of the arbitrator’s fees, but each Party will bear their own attorneys’ fees and other costs associated with the arbitration. The Parties agree that this arbitration provision may be enforced by injunction or other equitable order, and no bond or security of any kind will be required with respect to any such injunction or order. THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EACH PARTY’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP. PARTIES UNDERSTAND THEY ARE WAIVING ANY AND ALL RIGHTS TO A JURY TRIAL.
f. Entire Agreement; Waiver. This Agreement, including the recitals, together with any exhibits attached hereto and amendments thereto, represent the entire agreement of the Parties with respect to the subject matter set forth herein, and any and all prior written or oral communications, agreements, understandings, and representations are merged herein and superseded hereby. Further, the failure of either Party to insist on performance of any provision of this Agreement shall not be construed as a waiver of that provision or any other provision at any time.
g. Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the Parties, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remainder of this Agreement shall remain in full force and effect.
h. Rights of Third Parties. This Agreement is entered into solely between, and may be enforced only by, Lending Partner and B Generous, which, for the avoidance of doubt, shall include the entities referenced in the initial paragraph of this Agreement. This Agreement shall not be deemed to create any rights in other third parties, including suppliers, customers, or clients, or to create any obligations of a Party to any such third party, which, by virtue of any applicable law, might otherwise be enforceable by a third party against either Party to this Agreement.
i. Cumulative Remedies. Except as otherwise expressly provided, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise.
j. Relationship of the Parties. Nothing in this Agreement is intended to, or will, create a partnership or joint venture between Lending Partner and B Generous. Except as expressly set forth herein, no Party has any authority hereunder to bind or commit the other Party. In the performance of their respective duties or obligations under this Agreement, no Party will be deemed to be the agent of the other Party.
k. Headings, etc. The various captions and section headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to any section are to such section of this Agreement. In this Agreement, words used in the singular include the plural and words used in the plural include the singular.
l. Notices. Any notices or communications required to be delivered by one Party to another under or in connection with this Agreement shall be in writing and shall be deemed sufficiently given when received, if delivered personally or by an express courier with a reliable system for tracking delivery, or if sent by United States certified mail, return receipt requested, at the addresses indicated below:
If to B Generous:
Paul Kalms
CFO
Paul@bgenerous.com
310-666-5717
B Generous
PO Box 27190
1825 N Vermont Avenue
Los Angeles, CA 90027
If to Lending Partner:
Using the contact information previously provided to B Generous
B Generous may from time to time change its address or designee for notification purposes by updating the contact information in this Agreement upon which it will become effective.