Terms & Conditions

These Terms and Conditions (the “Terms and Conditions”) set forth the terms and conditions under which B.C. Financial Inc. (“Loan Company”) authorizes any party (“You” and “Your”) to gain access to the B.C Financial Website and any other Loan Company electronic data and information (Loan Company Electronic Information).  You are 18 years of age or older and are legally competent to enter into a binding contract.

Access to and use of Loan Company Electronic Information by You is contingent upon and is in consideration for Your compliance with these Terms and Conditions. Loan Company Electronic Information is accessible to you via the internet and/or other Loan Company-designated access portals (“Sites”), pursuant to which You are able to access products and services provided by Loan Company as well as data regarding Your accounts.

Any particular product or service accessed by You through Loan Company Electronic Information may be subject to a separate written agreement between You and Loan Company (each a “Services Agreement”). In addition, terms and conditions and restrictions with respect to any particular product or service accessed through Loan Company Electronic Information (such as privacy and internet security matters), together with any disclaimers related to the specific products or services, may be set forth on the Sites (hereinafter referred to as “Terms of Use”) and are applicable to such products and services.

Loan Company Electronic Information is for information purposes only. It is believed to be reliable, but we do not warrant its completeness, timeliness, or accuracy. Access, use, and reliance upon such content is at Your own risk. Please seek the advice of professionals as necessary regarding the evaluation of any content of and through Loan Company Electronic Information. The information on this Website is not intended as an offer or solicitation for the purchase of any financial instrument or to provide any investment service or investment advice in any jurisdiction.

Loan Company reserves the right to modify these Terms and Conditions and in each Services Agreement at any time without notice.  Any change to these Terms and Conditions will be effective upon posting of such updated Terms and Conditions on the Web Site. The most current version of the Terms and Conditions will be available to You by clicking the link at the bottom of the Site. By continuing to access or use the Services after the date of any change to these Terms and Conditions, You agree to be bound by such terms contained in the most recent version of these Terms and Conditions. Loan Company reserves the right to modify or terminate the Services or to terminate Your access to the Loan Company Electronic Information, in whole or in part, at any time.

By accepting these Terms and Conditions, You agree to the Terms and Conditions. By You or Your users accessing the Sites, and the products and services available through Loan Company Electronic Information, You agree to any Terms of Use and acknowledge and accept any disclaimers and disclosures included within the Loan Company Electronic Information.

The execution of these Terms and Conditions will not alter or amend or otherwise affect any other Services Agreement whether such agreement is executed prior to or after the execution of these Terms and Conditions.

1.      Access Administration:

a. To facilitate access to Loan Company Electronic Information, You will furnish Loan Company with a written list of the names, and the extent of authority or level of access, of persons over 18 years of age that You are authorizing to access the Sites, products and services and to use the Loan Company Electronic Information (“Authorized Users”).  Until and unless You have furnished this written list of any other persons who You may assist in using the Loan Company Electronic Information and they are not Authorized Users, their use is Your violation of these Terms and Conditions.   

b. Upon Loan Company’s approval of Your Authorized Users (which approval will not be unreasonably withheld), Loan Company will send You a user-id, temporary password and, where applicable, a security identification device for each User. You will be responsible for providing to Users the user-ids, temporary passwords and, where applicable, secure identification devices. You will ensure that any User receiving a secure identification device returns such device immediately following the termination of the User’s authorization to access the products and services for which the secure identification device was provided to such User. You are solely responsible for Users’ access to Loan Company Electronic Information, and You and Users are solely responsible for the confidentiality of the user-ids and passwords and secure identification devices that are provided to them and will remain responsible for each secure identification device until it is returned to Loan Company. You, on behalf of You and Your affiliates, acknowledge and agree that, Loan Company will have no duty or obligation to verify or confirm the actual identity of the person who accessed Loan Company Electronic Information using a validly issued user-id and password (and, where applicable, security identification device) or that the person who accessed Loan Company Electronic Information using such validly issued user-id and password (and, where applicable, security identification device) is, in fact, a User (whether an Authorized User or an Authorized Transactional User).

c. You are also solely responsible for ensuring that all Users comply with these Terms and Conditions and any Terms of Use included with the Loan Company Electronic Information, and for each product or services accessed through the Loan Company Electronic Information.

Loan Company reserves the right to prohibit access or revoke the access of any User to Loan Company Electronic Information whom Loan Company determines has violated or breached these terms and conditions or any Terms of Use or whose conduct Loan Company reasonably determines may constitute a criminal offense, violate any applicable local, state, national, or international law or constitute a security risk for Loan Company and its customers and suppliers.

1.      Proprietary Software:

Depending upon the products and services You elect to access through Loan Company Electronic Information, You may be provided software owned by Loan Company or licensed to Loan Company by a Loan Company Supplier (“Proprietary Software”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with Loan Company) and to use the Proprietary Software solely for Your own internal purposes in connection with Loan Company Electronic Information and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies.

2.      Use of Data:

a. Loan Company Electronic Information may include information and data that is proprietary to the providers of such information or data (“Information Providers”) or may be used to access Sites that include such information or data from Information Providers. This information and data may be subject to restrictions and requirements which are imposed on Loan Company by Information Providers.

b. You consent to Loan Company, its affiliates, and Loan Company’s suppliers disclosing to each other and using data received from You and Users and, where applicable, Your third parties in connection with these Terms and Conditions (including, without limitation, client data and personal data of Users): (1) to the extent necessary for the provision of Loan Company Electronic Information; (2) in order for Loan Company and its affiliates to meet any of their obligations under these Terms and Conditions to provide Loan Company Electronic Information; or (3) to the extent necessary for Users to access Loan Company Electronic Information.

c. In addition, You permit Loan Company to aggregate data concerning Your accounts with other data collected and/or calculated by Loan Company. Loan Company will own such aggregated data, but will not distribute the aggregated data in a format that identifies You or Your data.

4. Ownership and Rights:

a. Loan Company Electronic Information, including any database, any software (including  Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Loan Company Electronic Information (collectively, the “Information”), are the exclusive and confidential property of Loan Company and/or Loan Company’s Information Providers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less than reasonable care.

b. The provisions of this paragraph will not affect the copyright status of any of the Information which may be copyrighted and will apply to all Information whether or not copyrighted.

c. Nothing in these Terms and Conditions will be construed as giving You or Users any license or right to use the trade marks, logos and/or service marks of Loan Company, its affiliates, its Information Providers or Loan Company’s Suppliers.

d. Any Intellectual Property Rights and any other rights or title not expressly granted to You or Users under these Terms and Conditions are reserved to Loan Company, its Information Providers and Loan Company’s Suppliers. “Intellectual Property Rights” includes all copyright, patents, trademarks and service marks, rights in designs, moral rights, rights in computer software, rights in databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.

5. Reliance:

a. Loan Company will be entitled to rely on, and will be fully protected in acting upon, any actions or instructions associated with a user-id or a secure identification device issued to a User until such time Loan Company receives actual notice in writing from You of the change in status of the User and receipt of the secure identification device issued to such User. You acknowledge that all commands, directions and instructions, including commands, directions and instructions for transactions issued by a User are issued at Your sole risk. You agree to accept full and sole responsibility for all such commands, directions and instructions and that Loan Company will have no liability for, and you hereby release Loan Company from, any losses, liabilities, damages, costs, expenses, claims, causes of action or judgments (including attorneys’ fees and expenses) (collectively “Losses”) incurred or sustained by you or any other party in connection with or as a result of Loan Company’s reliance upon or compliance with such commands, directions and instructions.

b. All commands, directions and instructions involving a transaction entered by others authorized in writing by You, will be treated as an authorized instruction under the applicable Services Agreement(s) between You and Loan Company covering accounts, products and services and products provided by Loan Company with respect to which Loan Company Electronic Information is being used whether such Services Agreement is executed prior to or after the execution of these Terms and Conditions.

6. Disclaimers:

a. Although Loan Company uses reasonable efforts to provide accurate and up-to-date information through Loan Company Electronic Information, Loan Company, its Content Providers and Information Providers make no warranties or representations under these Terms and Conditions as to accuracy, reliability or comprehensiveness of the content, information or 

data accessed through Loan Company Electronic Information. Without limiting the foregoing, some of the content of Loan Company Electronic Information may be provided by sources unaffiliated with Loan Company (“Content Providers”) and by Information Providers. For that content, Loan Company is a distributor and not a publisher of such content and has no control over it. Information provided by Information Providers has not been independently verified by Loan Company and Loan Company makes no representation as to the accuracy or completeness of the content or information provided. Any opinions, advice, statements, services, offers or other information given or provided by Content Providers and Information Providers (including merchants and licensors) are those of the respective authors of such content and not that of Loan Company. Loan Company will not be liable to You or Users for such content or information in any way nor for any action taken in reliance on such information nor for direct or indirect damages resulting from the use of such information. For purposes of these Terms and Conditions, all information and data, including all proprietary information and materials and all client data, provided to You through Loan Company Electronic Information are provided on an “AS-IS”, “AS AVAILABLE” basis.

b. Loan Company makes no guarantee and does not warrant that Loan Company Electronic Information or the information and data provided through the Loan Company Electronic Information will be virus-free or will be free of viruses, worms, Trojan horses or other code with contaminating or destructive properties. Loan Company will employ commercially reasonable anti-virus software to its systems to protect its systems against viruses.

c. Some Sites accessed through the use of Loan Company Electronic Information may include links to websites provided by parties that are not affiliated with Loan Company (“Third Party Websites”). Loan Company will not be liable to any person for the content found on such Third Party Websites. Loan Company will not be responsible for Third Party Websites that collect information from parties who visit their web sites through links on the Sites. Loan Company will not be liable or responsible for any loss suffered by any person as a result of their use of any Third Party Websites that are linked to the Loan Company Sites.

d. Loan Company retains complete discretion and authority to add, delete, or revise, in whole or in part, Loan Company Electronic Information, including its Sites, and to modify from time to time any Proprietary Software provided in conjunction with the use of Loan Company Electronic Information and/or any of the Sites. To the extent reasonably possible, Loan Company will provide notice of such modifications. Loan Company may terminate, immediately and without advance notice, and without right of cure, any portion or component of Loan Company Electronic Information or the Sites.

e. TO THE FULLEST EXTENT PERMITTED BY LAW, THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NO WARRANTY OF QUALITY AND NO WARRANTY OF TITLE OR NONINFRINGEMENT. THERE IS NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING LOAN COMPANY ELECTRONIC INFORMATION, THE SITES, ANY PROPRIETARY SOFTWARE, INFORMATION, MATERIALS OR CLIENT DATA.

f. Notwithstanding the prior paragraph, Loan Company or an Affiliate designated by it will defend You and pay any amounts agreed to by Loan Company in a settlement and damages finally awarded by a court of competent jurisdiction, in an action or proceeding commenced against You based on a claim that Loan Company Electronic Information or the Proprietary Software infringe plaintiff(s)’s patent, copyright, or trade secret, provided that You (i) notify Loan Company promptly of any such action or claim (except that the failure to so notify Loan Company will not limit Loan Company’s obligations hereunder except to the extent that such failure prejudices Loan Company); (ii) grant Loan Company or its designated Affiliate full and exclusive authority to defend, compromise or settle such claim or action; and (iii) provide Loan Company or its designated Affiliate all assistance reasonably necessary to so defend, compromise or settle. The foregoing obligations will not apply, however, to any claim or action arising from (i) use of the Proprietary Software Information or Loan Company Electronic Information in a manner not authorized under these Terms and Conditions, the Terms of Use, or the Data Terms Web Site; or (ii) use of the Proprietary Software or Loan Company Electronic Information in combination with other software or services not supplied by Loan Company.

7. Limitation of Liability:

a. IN NO EVENT WILL LOAN COMPANY, LOAN COMPANY’S SUPPLIERS OR ITS CONTENT PROVIDERS OR INFORMATION PROVIDERS BE LIABLE TO YOU OR ANYONE ELSE UNDER THESE TERMS AND CONDITIONS FOR ANY LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES INCLUDING BUT NOT LIMITED TO, ANY DIRECT DAMAGES, CONSEQUENTIAL DAMAGES, RELIANCE DAMAGES, EXEMPLARY DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, PUNITIVE DAMAGES, INDIRECT DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOOD WILL, BUSINESS INTERRUPTION, USE, DATA, EQUIPMENT OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (1) THE USE OF OR INABILITY TO USE LOAN COMPANY ELECTRONIC INFORMATION (2) THE CONSEQUENCES OF ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU OR ANY OTHER PERSON, OR FOR ANY ERRORS BY YOU IN COMMUNICATING SUCH INFORMATION; (3) THE COST OF SUBSTITUTE ACCESS SERVICES; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT OR ACCESS THROUGH LOAN COMPANY ELECTRONIC INFORMATION. LOAN COMPANY WILL NOT BE LIABLE FOR LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING FROM ANY USE OF ANY PRODUCT, INFORMATION, PROCEDURE, OR SERVICE OBTAINED THROUGH LOAN COMPANY ELECTRONIC INFORMATION. LOAN COMPANY WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY RESULTING FROM VOLUNTARY SHUTDOWN OF THE SERVER, LOAN COMPANY ELECTRONIC INFORMATION OR ANY OF THE SITES TO ADDRESS TECHNICAL PROBLEMS, COMPUTER VIRUSES, DENIAL-OF-SERVICE MESSAGES OR OTHER SIMILAR PROBLEMS.

b. LOAN COMPANY’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS AND CONDITIONS FOR ANY DISPUTE OR CLAIM RELATED TO THESE TERMS OF USE, LOAN COMPANY ELECTRONIC INFORMATION OR SITES, IS AS FOLLOWS: IF YOU REPORT A MATERIAL MALFUNCTION IN LOAN COMPANY ELECTRONIC INFORMATION THAT LOAN COMPANY IS ABLE TO REPRODUCE, LOAN COMPANY WILL USE REASONABLE EFFORTS TO CORRECT THE MALFUNCTION. IF LOAN COMPANY IS UNABLE TO CORRECT THE MALFUNCTION, YOU MAY CEASE ALL USE OF LOAN COMPANY ELECTRONIC INFORMATION AND RECEIVE A REFUND OF ANY FEES PAID IN ADVANCE, SPECIFICALLY FOR LOAN COMPANY ELECTRONIC INFORMATION, APPLICABLE TO PERIODS AFTER CESSATION OF SUCH USE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, IN SUCH JURISDICTIONS LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

c. The limitation of liability set forth in this Limitation of Liability section and in other provisions in these Terms and Conditions is in addition to any limitation of liability provisions contained in any Services Agreements and will not supersede or be superseded by limitation of liability provisions contained in such Services Agreements, whether executed prior to or after the execution of these Terms and Conditions, except to the extent specifically set forth in such other Services Agreements containing a reference to these Terms and Conditions.

8. Indemnification:

a. You agree to indemnify, protect and hold Loan Company, Loan Company’s Suppliers, Content Providers and Information Providers harmless from and against all liability, claims damages, costs and expenses, including reasonable attorneys’ fees and expenses, resulting from a claim that arises out of (i) any breach by You or Users of these Terms and Conditions, the Terms of Use or the Data Terms Web Site and (ii) any person obtaining access to Loan Company Electronic Information through You or Users or through use of any password, user-id or secure identification device issued to a User, whether or not You or a User authorized such access. For the avoidance of doubt, and by way of illustration and not by way of limitation, the forgoing indemnity is applicable to disputes between the parties, including the enforcement of these Terms and Conditions. The rights and remedies conferred hereunder will be cumulative and the exercise or waiver of any such right or remedy will not preclude or inhibit the exercise of additional rights or remedies or the subsequent exercise of such right or remedy.

b. The indemnity provided herein is in addition to any indemnity and other remedies contained in any Services Agreements and will not supersede or be superseded by such Services Agreements, whether executed prior to or after the execution of these Terms and Conditions, except to the extent specifically set forth in such other Services Agreements and expressly stating an intent to modify this Terms and Conditions. Nothing contained herein will, or be deemed to, alter or modify the rights and remedies of Loan Company as set forth in the Services Agreements.

9. Choice of Law and Forum:

Unless otherwise agreed and specified herein, these Terms and Conditions are governed by and construed in accordance with the laws of the State of New Mexico, without giving effect to any principles of conflicts of law; You expressly and irrevocably agree that exclusive jurisdiction and

venue for any claim or dispute with Loan Company, its employees, contractors, officers or directors or relating in any way to Your use of Loan Company Electronic Information resides in the state or federal courts in New Mexico; and You further irrevocably agree and expressly and irrevocably consent to the exercise of personal jurisdiction in those courts over any action brought with respect to these Terms and Conditions. Loan Company and You hereby waive the right of trial by jury in any action arising out of or related to the Loan Company or these Terms and Conditions.

10. Term and Termination:

a. Either Loan Company or You may terminate these Terms and Conditions and the Loan Company Electronic Information upon thirty (30) days’ written notice to the other party.

b. In the event of any breach of the provisions of these Terms and Conditions or a breach by any Authorized User of the Terms of Use or the restrictions and requirements concerning the use of Information Providers’ proprietary data that are posted on the Data Terms Web Site, the non-breaching party may terminate these Terms and Conditions and the Loan Company Electronic Information immediately upon written notice to the breaching party if any breach remains uncured after ten (10) days’ written notice of the breach is sent to the breaching party.

c. Loan Company may immediately terminate access through an Authorized User’s user-id and password and may, at its discretion, also terminate access by an Authorized User, without right of cure, in the event of an unauthorized use of an Authorized User’s user-id or password, or where Loan Company believes there is a security risk created by such access.

d. Loan Company may terminate, without advance notice, Your access or the access of Users to any portion or component of Loan Company Electronic Information or the Sites in the event a Loan Company Supplier, Content Provider or Information Provider prohibits Loan Company from permitting You or Users to have access to their information or services.

e. Promptly upon receiving or giving notice of termination, You will notify all Users of the effective date of the termination.

f. Upon termination of Your access to Loan Company Electronic Information, You shall return manuals, documentation, workflow descriptions and the like that are in Your possession or under Your control and all security identification devices.

g. The Reliance, Disclaimers, Limitation of Liability Indemnification and confidentiality provisions of the Terms and Conditions (and other provision of these Terms and Conditions containing disclaimers, limitation of liability and indemnification) shall survive the termination of these Terms and Conditions.

You represent and warrant to Loan Company that these Terms and Conditions and the indemnity contained herein have been duly authorized, executed and delivered on Your behalf, that you have attained 18 years of age, that You have full authority to execute these Terms and Conditions, both for the undersigned entities and for any affiliate with Loan Company Electronic

Information, and that the individual executing these Terms and Conditions has the requisite authority to bind the undersigned entities and each such affiliate to these Terms and Conditions, and that these Terms and Conditions constitute Your binding obligation enforceable in accordance with its terms.

B.C. Financial Inc.

 _____________

Nick Baca

Secretary

August 17, 2018