Software License and Authorized Agent Agreement
SOFTWARE LICENSE AND SUBSCRIPTION AGREEMENT
Please read this Agreement fully and carefully before accessing or using the Debt2Capital™ system. This Software License and Subscription Agreement (“Agreement”) govern your subscription-based access to and use of the Debt2Capital™ (“D2C”) software, the training membership site, and other services related to your use of the D2C system (collectively referred to herein as the “Software” or “D2C”), which is provided by SMART Retirement Corporation dba Debt2Capital™ (collectively, “Smart,” the “Companies,” “we,” or “us”) to advisors (each, “you,” “Subscriber,” or “User”) offering the D2C program to their clients and customers (“Customers”). By submitting my electronic signature or otherwise installing, accessing, or using the Software, you (a “subscriber”) acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not enter your electronic signature and do not install, access, or use the Software.
This Agreement includes a mandatory arbitration provision and a waiver of your right to participate in a class action lawsuit or class-wide arbitration. By agreeing to these terms, you and your company agree to resolve any disputes through binding arbitration rather than in court, and you waive any right to participate in a class action.
Subscription Terms and Fees: You will be charged a MONTHLY recurring charge of $197 (or the then-current price) beginning upon enrollment and about every 30 days thereafter for as long as you remain active with D2C. If your subscription starts with a 30-day free trial, then your monthly recurring charge will begin when your free trial ends. Cancel before the end of your free trial period to avoid being charged the subscription fee. In addition to the monthly recurring subscription fee, you will be charged a monthly $1.00 Admin Service Fee and $0.65 Credit Bureau Fee for each active client in your account for as long as you remain active with D2C. All charges will be billed to the credit card you provide at the time you enroll or an updated credit card entered into your account. You authorize SMART and/or its payment processors or payment service providers to store your payment method for the purpose of future payments pursuant to this subscription. We reserve the right to change the monthly subscription fee and will provide advance notice to you of any such change. If you do not agree to any pricing change, you must cancel your subscription as provided in this Agreement.
You may cancel your monthly subscription by any of the following methods:
- Email: support@debt2capital.com
- Telephone (subscription manager): Lesli Yingling, 814-624-9767
- Toll Free Access (corporate): 1-800-499-0797
- Online at app.Debt2Capital.com in My Account
You must cancel your subscription before the next-scheduled subscription renewal date to avoid being charged for the next monthly period. Cancellations will not apply retroactively. Your access to the Software and Service will terminate at the end of the period through which you have paid. All payments must be made by credit card. We do not accept any other form of payment
You are strictly prohibited from charging any Customer a FEE of ANY KIND for the D2C™ Debt Report or any other D2C programs or services that you facilitate. Without limiting any of our remedies for your breach of this policy, any violation of this policy will result in the immediate termination of your subscription and you will be permanently banned from accessing or using the software.
Intellectual Property and License Restrictions: The Software is the proprietary property of the Companies and is protected by all applicable intellectual property and trademark laws. All rights, title, and interest in and to the Software, including all associated intellectual property rights, trade secrets, and trademarks—whether registered or unregistered—are and shall remain the exclusive property of the Companies. Subject to your compliance with this Agreement and timely payment of subscription fees, the Companies grant you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software for business purposes in accordance with this Agreement and only for the duration of your active, fully paid subscription. This license is granted only to you, and you may not share your license with any third party (including, without limitation, other advisors). You agree that you will not disassemble, reverse engineer, or reverse compile the Software in whole or in part; modify, adapt, alter, or create derivative works from the Software; merge the Software with other Software; remove any proprietary notices from the Software; or, use the Software other than as permitted by Smart. Any attempt to do any of the foregoing will be a breach of this Agreement, and any results therefrom will be the property of Smart Retirement Corporation dba Debt2Capital™. Notwithstanding anything to the contrary in this Agreement, the limitations of liability set forth herein shall not apply to any breach or threatened breach of the Intellectual Property and License Restrictions section, misuse of Confidential Information, or violation of Smart Retirement Corporation dba Debt2Capital™ proprietary rights. Smart Retirement Corporation dba Debt2Capital™ expressly retains all rights and remedies available at law or in equity, including the right to seek injunctive relief, damages, and recovery of attorneys' fees.
Accuracy and Limitations of D2C: The Software may display, incorporate, or otherwise rely on data, information, or content provided by third parties, including but not limited to insurance carriers, mortgage providers, financial institutions, or other data sources (“Third Party Providers”). Smart Retirement Corporation dba Debt2Capital™ does not warrant, endorse, guarantee, or assume responsibility for the accuracy, timeliness, reliability, or completeness of any data or information provided by Third-Party Providers.
No Financial or Legal Advice: Smart Retirement Corporation dba Debt2Capital™ does not provide financial, legal, tax, or investment advice. Any projections, simulations, or analyses generated by the Software are for informational and educational purposes only and do not constitute professional advice or guarantees of future performance.
Additional Disclaimer of Warranties: We provide the Software and all Smart content and your content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Smart Software or any related or third-party service, (ii) we do not warrant the performance or non-interruption of the Smart Software. The disclaimers in this Agreement apply to the maximum extent permitted by law. If You have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties will be limited to the maximum extent permitted by law.
User Responsibilities: Users are solely responsible for the accuracy and completeness of the data entered into the Software. Smart Retirement Corp are not responsible for any errors or discrepancies in the input data or the results obtained from errored data. In addition, carrier rates should be verified by the User and no assumption should be made to their accuracy without user verification. It is User's responsibility to be properly licensed with the carrier used to ensure the accuracy of the Software output and the actual term or whole life insurance selected. Smart Retirement Corp makes no representations or warranties, express or implied, that the User's intended or actual use of the Software complies with any applicable federal, state, or local laws, rules, or regulations. It is solely the User's responsibility to determine and ensure that its use of the Software, and any related activities or services, comply with all legal and regulatory requirements applicable to its business and jurisdiction. User is REQUIRED to provide an accurate cell phone number and email address that is frequently monitored by agent to ensure that proper servicing of their clients is completed and automated messaging from the D2C software can be received and reviewed in a timely manner by user/agent.
Artificial Intelligence Waiver: You acknowledge and agree that any data, content, feedback, communications, or other information (collectively, “User Content”) that you submit, upload, transmit, or otherwise provide through the Software may be used by Smart and its' affiliates for the purposes of improving, training, testing, and developing machine learning (ML) models, artificial intelligence (AI) systems, and any other related technologies. This usage may include, but is not limited to: (a) enhancing algorithmic performance; (b) analyzing patterns, behaviors, and usage to improve system features and functionality; and (c) incorporating anonymized or aggregated data into training datasets for future model iterations. Feedback: Any suggestions, ideas, or feedback you provide regarding the Software or related materials shall be the exclusive property of Smart Retirement Corporation dba Debt2Capital™, and you hereby assign to Smart all rights, title, and interest in and to such feedback without compensation or restriction.
Privacy: Smart Retirement Corporation dba Debt2Capital™ may collect and store information entered into the Software for the purpose of improving the service and for analytical purposes. Personal information will be handled in accordance with Smart Retirement Corporation dba Debt2Capital™'s Privacy Policy.
Modifications and Updates to the Software and this Agreement: Smart Retirement Corporation dba Debt2Capital™ may modify or update the Software or this Agreement at any time. Material changes will be communicated by posting the updated Agreement in the Software or notifying you by email. Continued use of the Software after the effective date of any updated terms constitutes your acceptance of those changes.
Termination of Access: Smart Retirement Corporation dba Debt2Capital™ reserves the right to terminate or restrict access to the Software at its discretion, without prior notice, for any violation of this Agreement or for any other reason. Smart Retirement Corporation dba Debt2Capital™ may suspend User's access to the Software immediately, with or without notice, if Smart reasonably suspects misuse, unauthorized access, or violation of this Agreement. Suspension shall not relieve the User of payment obligations during the suspension period.
Force Majeure: Smart Retirement Corporation dba Debt2Capital™ shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, labor disputes, internet or telecommunication outages, cyber incidents, or governmental actions. User Indemnification: User shall defend, indemnify, and hold harmless Smart Retirement Corporation dba Debt2Capital™, its affiliates, officers, employees, and agents, from and against any and all claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys'ees) arising out of or related to (i) User's breach of this Agreement; (ii) violation of applicable law, including the Fair Credit Reporting Act or state privacy or insurance laws; or (iii) misuse of data, reports, or the Software. Notwithstanding anything to the contrary, the limitations of liability set forth herein shall not apply to User's indemnification obligations.
Limitation of Liability and Excluded Remedies: User agrees that Smart Retirement Corporation dba Debt2Capital™, including their respective officers, directors, employees, agents, affiliates, successors, and assigns, shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or related to this Agreement, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages. The aggregate liability of SMART Retirement Corporation dba Debt2Capital™ under this Agreement shall be limited solely to direct damages incurred by the User as a result of Smart's gross negligence or willful misconduct. Under no circumstances shall Smart be liable for any loss of profits, business interruption, loss of business opportunities, or data loss. The terms of this paragraph shall survive the termination of this Agreement and/or your subscription.
User agrees that Smart Retirement Corporation dba Debt2Capital™'s liability to User for any claims, liabilities, or expenses related to the Agreement or use of its Software is limited to an aggregate amount of the fees paid to Smart Retirement Corporation dba Debt2Capital™ pursuant to the Agreement. In no event will Smart Retirement Corporation dba Debt2Capital™ be liable for any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, lost profit or expense arising out of or in connection with the use of the Software of these Terms and Conditions.
Except as otherwise specifically provided for herein, the remedies set forth in this Agreement comprise the exclusive remedies available to either party at law or in equity.
Assignment: User may not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of Smart Retirement Corporation dba Debt2Capital™. Any attempted assignment in violation of this provision shall be null and void.
Governing Law: These Terms and Conditions shall be governed by and construed in accordance with the laws of West Virginia. Any disputes arising out of or in connection with these terms shall be resolved through arbitration in accordance with the rules of the AAA Arbitration, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Notices: All legal notices under this Agreement must be in writing and delivered by certified mail, courier, or email with confirmation of receipt to the addresses provided herein or as updated by notice. Notices to Smart Retirement Corporation dba Debt2Capital™ shall be directed to 3660 Pennsylvania Ave, Weirton, WV 26062, Attn: Legal Department, and by email to support@debt2capital.com
Contact Information: For questions or concerns regarding these Terms and Conditions, please contact Smart Retirement Corp at 1-800-499-0797 or by email to support@debt2capital.com.
Confidentiality: You may gain access to confidential or nonpublic information (“Confidential Information”) related to the Software, SMART, or third parties, including but not limited to carrier compensation levels, renewal schedules for insurance products, or other sensitive or proprietary data. The Software is Confidential Information of Smart. Confidential Information will not include information that: (i) is or becomes publicly available or enters the public domain through no fault of you; (ii) is rightfully communicated to you by persons not bound by a confidentiality obligation; (iii) is already in your possession free of any confidentiality obligation at the time of disclosure; (iv) is independently developed by you; or (v) is approved in writing by Smart for release or disclosure without restriction. You agree to: (i) use Confidential Information only for the purposes of this Agreement; (ii) hold Confidential Information in confidence and protect it from dissemination to, and use by, any third party; (iii) not to create any derivative work from Confidential Information; (iv) restrict access to Confidential Information to your employees, affiliates, agents, and contractors who need access to such Confidential Information and who have agreed in writing to treat such Confidential Information in accordance with this Agreement; and (v) return or destroy all Confidential Information upon termination or expiration of this Agreement. If you are required by law or valid legal order to disclose confidential information, you will, unless prohibited by law, give reasonable notice of such demand to SMART and allow SMART to seek a protective order or other remedy. The confidentiality provisions of this Agreement shall survive termination of this Agreement and/or your subscription.
Equitable Relief: You acknowledge and agree that any breach or threatened breach of this Agreement, including but not limited authorized disclosure of misuse of confidential information, proprietary materials, or intellectual property of Smart, would result in irreparable harm to Smart for which money damages alone would be inadequate. Accordingly, in addition to any other legal or equitable remedies available, Smart shall be entitled to seek immediate and injunctive relief, including specific performance, from any court of competent jurisdiction (in any jurisdiction), without the necessity of showing actual damages or furnishing a bond or other security, to prevent or restrain such a breach or to otherwise enforce the terms of this Agreement. Temporary restraining orders may be granted ex parte where permitted by law.
Attorneys Fees: Should it become necessary to enforce any provision of this Agreement in a court of law or equity, the prevailing party in any such action shall be entitled to recover its costs related thereto, including its reasonable attorneys' fees incurred in connection therewith.
Agreed to Damages Clause for Unauthorized Distribution of Smart Retirement Corp. Materials: You agree that the unauthorized distribution of any publication, unauthorized use of software, or other material owned or licensed by Smart including any agent, advisor, or third party who is not a subscribed user of the Software (based on Smart Retirement's records) constitutes a material breach of this Agreement. As a result, you shall be liable to SMART or liquidated damages in the amount of $18,000 per occurrence. You agree this amount represents a reasonable estimation of damages in lieu of actual damages, and may be difficult to quantify. This amount is not a penalty, and no cap on cumulative liability shall apply.
Binding Arbitration: Except as provided above for equitable relief, any dispute, claim, or controversy arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Weirton, West Virginia, before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
Waiver of Class Actions: You agree that any arbitration or legal proceeding shall be conducted only on an individual basis and not in a class, collective, or representative action. You expressly waive any right to participate in or initiate a class action lawsuit, class-wide arbitration, or any other consolidated proceeding. Entire Agreement; Severability; Waiver: This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements or communications. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision shall be deemed a waiver of any other provision or of the right to enforce the same provision later.
Agent Responsibilities Regarding Access to Confidential Credit Information
1. Debt2Capital™ Agent Responsibilities. Agent shall, and shall cause its employees, contractors, agents, and representatives (“Agent Personnel”) to obtain the consumer's informed, written authorization and instruction for access to consumer reports through the Debt2Capital™, in a manner that complies with applicable law, including but not limited to the Fair Credit Reporting Act (“FCRA”), and in accordance with all Debt2Capital™ guidelines, which may be modified from time to time at Debt2Capital™ discretion.
Agent acknowledges that s/he will not his/herself access or use any consumer report. Agent shall retain documentation of each such authorization for a minimum of five (5) years from the date obtained and shall provide such documentation to Debt2Capital™ upon request.
2. Consumer Report Indicators and Use Restrictions. Agent and Agent Personnel shall not receive, access, download, store, retain, or otherwise use any consumer report or consumer report information, as defined under the FCRA. Instead, Agent may receive limited indicators or decision signals derived from consumer report data solely for use in connection with the consumer's authorized request or servicing of a product. Agent and Agent Personnel shall not store or retain such indicators or signals beyond the period necessary to fulfill the immediate, authorized purpose and shall implement appropriate technical and administrative measures to ensure that such data is purged automatically upon session expiration or task completion, including as directed by Debt2Capital™.
Agent and Agent Personnel further certify that they will not engage in credit repair services, and that no individual with access to such indicators or the Debt2Capital™ has been convicted of any financial crimes or crimes involving dishonesty.
3. Cooperation with Compliance Measures. Agent shall, and shall cause its employees, contractors, agents, and representatives (“Agent Personnel”) to, cooperate fully with any compliance-related inquiries, training requirements, audits, certifications, or assessments reasonably requested by Debt2Capital™. Agent shall ensure that all Agent Personnel who access any systems, APIs, or consumer report data participate in and complete required compliance training, and remain available for follow-up or supplemental compliance efforts as reasonably requested.
4. Compliance with Applicable Law. Agent shall, and shall cause all Agent Personnel to, always comply with all applicable federal, state, and local laws, rules, and regulations, including but not limited to the FCRA, state insurance and privacy laws, and all other requirements applicable to the access, use, or handling of consumer report information.
5. Revocation of Access. Debt2Capital™ may, in its sole discretion, suspend or revoke access by Agent or any Agent Personnel to any systems, APIs, data, or services at any time, with or without cause, and without liability of any kind. Agent expressly waives, and shall cause all Agent Personnel to waive any claim or entitlement to continued access. Agent acknowledges that all access is provided on a revocable, at-will basis, and may be withdrawn without prior notice.
6. Security Breaches. All liabilities and losses resulting from any Breach of Security shall be solely the responsibility of Agent, and Agent shall indemnify Debt2Capital™, its affiliates, officers, employees, and agents, and service providers, for any damages resulting from such breach. Agent shall notify Debt2Capital™ by sending an email to support@debt2capital.com within 24 hours of any actual or suspected Breach of Security. Such notice shall include the following: (i) date and time that Agent discovered the Breach of Security and the date and time when the breach actually occurred, if discoverable; (ii) a detailed description of the Breach of Security; (iii) a list of the systems and data at risk, including a list of affected individuals; and (iv) a description of actions taken after the Breach of Security was discovered. Thereafter, Agent shall provide to Debt2Capital™ weekly reports and updates describing the investigation into the Breach of Security, all corrective or remedial actions taken or to be taken by Agent, and shall promptly provide any further information that Debt2Capital™ may request in connection with the Breach of Security.
For purposes of this Agreement, “Breach of Security” shall mean unauthorized access to, acquisition of, or disclosure of, Personally Identifiable Information or any individuals' information which was held in the custody or control of Agent or its agents or other representatives, or a reasonable belief by either Agent or its agent or representative that such unauthorized access, acquisition or disclosure has occurred.
7. No Representations or Warranties; Indemnity. Debt2Capital™ makes no representations or warranties, express or implied, with respect to any data, systems, or services provided under this Agreement, including merchantability, fitness for a particular purpose, or accuracy. Agent shall defend, indemnify, and hold harmless Debt2Capital™, its affiliates, officers, employees, and agents, and service providers, from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (i) access to or use of any consumer report or related data by Agent or any Agent Personnel; (ii) failure by Agent or Agent Personnel to comply with applicable law; or (iii) any breach of this Agreement or violation of Debt2Capital™'s guidelines and policies. The indemnification obligations in this Section are in addition to, and not in limitation of, the User Indemnification obligations set forth elsewhere in this Agreement.
By signing this agreement, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.
AUTHORIZED AGENT COMPLIANCE REQUIREMENTS
Before you continue with registration, please review and acknowledge the following:
By clicking "Continue", you agree to the following:
Third-Party Service Agreements
• You accept and agree to be bound by the [StitchCredit Terms of Use] and [StitchCredit Privacy Policy], which govern use of the StitchCredit platform.
• You accept and agree to the Debt2Capital Terms of Service for Agents (above), which govern your role as an authorized user and your access to consumer data through the portal.
Professional Compliance Obligations
You acknowledge that you will:
• Access and use the portal only for lawful, authorized purposes and in compliance with the Fair Credit Reporting Act (FCRA), Gramm-Leach-Bliley Act (GLBA), and all applicable privacy and consumer-protection laws;
• Obtain or access any consumer credit report only after confirming that the consumer has provided proper authorization;
• Protect all consumer information and use it solely for the advisory purpose permitted by Debt2Capital; and
• Comply with the portal's data-security, record-retention, and permissible-use policies.
Electronic Communications Consent
You consent to receive onboarding and compliance communications from Debt2Capital by email or text message for account setup and verification purposes. Message and data rates may apply. Reply STOP to cancel.
This consent covers electronic delivery of onboarding materials and compliance notices related to your role as an authorized agent. It does not authorize marketing communications.
Enforcement and Consequences
You understand that misuse of the portal or consumer information may result in immediate suspension of access, termination of your account, and potential regulatory reporting.
By registering, you confirm that you have read and understood the above disclosures. You may print or save a copy of the Terms and Privacy Policy for your records. If you have questions, contact support@debt2capital.com.