End-User License Agreement

Effective August 1, 2026

This Agreement governs use of the AgBasis platform (the “Service”), provided by SHN Solutions LLC (“SHN Solutions,” “we,” “us”). By creating an account, connecting a data source, or otherwise using the Service, the entity on whose behalf you act (“Customer,” “you”) accepts these terms. If you do not have authority to bind that entity, do not use the Service.

1. What the Service does

AgBasis collects a borrower’s accounting, livestock, and market data, applies the calculation rules of that borrower’s lender, and produces borrowing-base certificates and supporting schedules. The Service is a calculation and reporting tool. It is not a lender, broker, accountant, auditor, or provider of financial, tax, or legal advice.

2. License

We grant you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your subscription term. You may not resell, sublicense, reverse engineer, or copy the Service, use it to build a competing product, or access it to benchmark or publish about it without our written consent.

3. Your accounts and data connections

• You are responsible for the accuracy of the data you enter or connect, for keeping credentials confidential, and for the actions of your authorized users.
• You represent that you are authorized to connect each data source, including any QuickBooks Online company, and to have its data processed as described in our Privacy Policy.
• You may disconnect any data source at any time. Doing so stops further access immediately.

4. Ownership of data and output

You retain all rights to the data you connect or enter, and to the certificates the Service produces from it. You grant us only the rights necessary to host, process, and display that data in order to provide the Service. We retain all rights in the Service itself, including its software, calculation engine, and interfaces.

5. Accuracy and your responsibility for what you submit

You are responsible for reviewing every certificate before submitting it to a lender. The Service computes results from the data available to it and the rules configured for your facility. It cannot detect data that is missing, stale, miscategorized, or wrong at the source. A certificate is a representation you make to your lender, not one we make. We do not warrant that any output satisfies a particular loan agreement, covenant, or regulatory requirement.

6. Third-party services

The Service connects to third-party systems, including Intuit QuickBooks Online, at your direction. Those systems are governed by their own terms and privacy policies, and we are not responsible for their availability, accuracy, or acts. Intuit is not a party to this Agreement and has no liability for the Service.

7. Availability

We aim to keep the Service available but do not guarantee uninterrupted access. We may modify or discontinue features, and will give reasonable notice before a change that materially reduces core functionality.

8. Fees

Fees, if any, are set out in a separate written order or subscription agreement between you and SHN Solutions. Where no such document exists, the Service is provided at no charge and may be withdrawn on notice.

9. Confidentiality

Each party will protect the other’s non-public information with at least reasonable care and use it only to perform under this Agreement. Your financial data is your confidential information.

10. Disclaimer of warranties

Except as expressly stated here, the Service is provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

11. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data. Our total aggregate liability arising out of or relating to this Agreement will not exceed the greater of the fees you paid us in the twelve months before the event giving rise to the claim, or one hundred US dollars. These limits do not apply to a party’s breach of confidentiality obligations or to liabilities that cannot be limited by law.

12. Indemnity

You will defend and indemnify us against third-party claims arising from your data, your use of the Service in breach of this Agreement, or certificates you submit to a lender.

13. Term and termination

Either party may terminate this Agreement on 30 days’ written notice, or immediately if the other party materially breaches and fails to cure within 15 days of notice. On termination we will, at your request made within 30 days, provide an export of your data, after which we may delete it subject to the retention terms in our Privacy Policy.

14. Governing law

This Agreement is governed by the laws of the State of Arizona, without regard to its conflict-of-laws rules. The state and federal courts located in Maricopa County, Arizona have exclusive jurisdiction over any dispute, and both parties consent to venue there.

15. Changes to these terms

We may update this Agreement. Material changes take effect 30 days after we notify you by email or in the Service; continued use after that date is acceptance.

16. Entire agreement

This Agreement, together with our Privacy Policy and any written order between the parties, is the entire agreement on this subject and supersedes prior discussions. If a provision is unenforceable, the rest remains in effect.

Contact

SHN Solutions LLC — seth@nicholsranch.com