Terms & Conditions - The Basics 

Last Updated: February 6, 2026

These Terms and Conditions ("Terms") govern the access to and use of the services, technology, and proprietary sourcing infrastructure (the "Platform") provided by Ultimate Business Capital ("UBC"), a Wyoming entity. By accessing the Platform or engaging UBC for services, you (the "Participant" or "User") agree to be bound by these Terms.

1. Nature of Services

UBC operates exclusively as a technical sourcing and administrative service provider. UBC provides proprietary intelligence, AI-driven underwriting data, and administrative coordination to facilitate the absolute assignment of commercial receivables (payment intangibles) between third parties.

• UBC is not a lender, broker-dealer, investment adviser, or chartered bank.

• UBC does not provide investment advice, valuation opinions, or suitability determinations.

• UBC charges fixed service fees for its sourcing and administrative efforts and does not receive profit participation or carried interest.
   

2. Eligibility and Geographic Restrictions

Institutional Only: Access is restricted strictly to "Institutional Participants"—defined as commercial entities or sophisticated participants capable of transacting in aggregate tranches of $1,000,000 or greater.

CALIFORNIA EXCLUSION: UBC does NOT solicit, source assets from, or facilitate transactions for persons or entities residing in, located in, or organized under the laws of the State of California. By using this Platform, you represent and warrant that you are not a California resident or entity.

3. No Reliance and Independent Due Diligence

UBC provides data and sourcing intelligence for informational purposes only. UBC does not guarantee the creditworthiness of any obligor or the collectability of any receivable.

• The Participant acknowledges they are a "Sophisticated Participant" and are relying solely on their own independent due diligence.
   

• UBC makes no representations or warranties, express or implied, regarding the future performance of any specifically identified asset.
   

4. Structural Integrity: UCC Article 9 and True Sale

All transactions facilitated via UBC’s infrastructure are intended to be Absolute Assignments of specifically identified commercial receivables (payment intangibles) pursuant to UCC Article 9.

• The parties intend for these transactions to be a "True Sale" of property and not a secured loan or a security.
   

• UBC does not exercise discretionary control over the assets once the assignment is complete.
   

5. Non-Circumvention and Confidentiality

Protection of Sourcing Intelligence: The Participant acknowledges that the identities of originators, merchants, and specific asset tranches provided by UBC constitute proprietary trade secrets.

• Non-Circumvention: For a period of twenty-four (24) months following the introduction to a specific asset or originator, the Participant shall not, directly or indirectly, contact or transact with said party without the express written consent of UBC and the payment of the applicable service fees.

• Confidentiality: All underwriting data and merchant information provided by UBC are strictly confidential and may not be shared with third parties without prior authorization.
   

6. Fees and Compensation

Participant agrees to pay UBC the fixed service fees as outlined in individual Sourcing Agreements or Transaction Confirmations. Fees are earned upon the successful coordination of the asset assignment and are non-refundable.

7. Governing Law and Mandatory Arbitration

Wyoming Choice of Law: These Terms and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to conflicts of law principles. Exclusive Venue: Any legal action or proceeding arising out of these Terms shall be brought exclusively in the state or federal courts located in Cheyenne, Wyoming. Arbitration: At UBC’s sole discretion, any dispute may be resolved through binding arbitration in Wyoming under the rules of the American Arbitration Association (AAA).

8. Limitation of Liability

To the maximum extent permitted by law, UBC shall not be liable for any indirect, incidental, or consequential damages (including loss of profits) arising out of the performance or non-performance of any commercial receivable sourced through the Platform. UBC’s total liability for any claim shall not exceed the total service fees paid by the Participant to UBC in the six (6) months preceding the claim.

9. Modifications

UBC reserves the right to modify these Terms at any time. Continued use of the Platform following such modifications constitutes acceptance of the revised Terms.