New York SBA™ We Are the Ownership Class™
Business Certification Agreement
 
New York SBA™, Inc. (New York SBA™) provides voluntary certification to businesses qualifying for its Woman Owned Business Certification, Veteran Owned Business Certification, Minority Owned Business Certification, Family Owned Business Certification, Black Owned Business Certification, Asian Owned Business Certification, Christian Owned Business Certification, Muslim Owned Business Certification, Hispanic Owned Business Certification, and/or Small Business Owner Certification programs (collectively, "Business Certification"), according to the qualifications adopted by New York SBA™ and set forth in these Terms and Conditions ("Agreement" or "Contract").

As an applicant for Business Certification, you, the applicant, on behalf of yourself as well as your company, heirs, agents, successors, and assigns, ("participant(s)") acknowledge that you have read, understand, and agree to be bound by all terms and conditions set forth in this Agreement and included by reference.

By submitting an application for Business Certification to New York SBA™, you authorize the disclosure of the required documentation listed herein and agree to abide by all terms and conditions of this Agreement, as well as any agreements that New York SBA™ is currently bound by or will be bound by in the future. You acknowledge that this Agreement is legally binding under the laws of the United States of America and upon submission you have entered into a legally enforceable Contract ("click through contract") with New York SBA™, as though a physical signature was provided. If you do not agree to the terms and conditions of this Agreement, you are expressly prohibited from applying for or accepting Business Certification through New York SBA™.

New York SBA™ may, from time to time, within our sole and absolute discretion, modify, limit, change, discontinue, or replace this Agreement or any portion thereof. It is your responsibility to review this agreement WHERE PUBLISHED ON www.newyorksba.us on a regular basis to keep yourself informed of any modifications. In the event we modify, limit, change, or replace all or any portion of this Agreement, NOTIFICATION is DEEMED made immediately upon publication of THE MODIFICATION, LIMITATION, CHANGE, OR REPlACEMENT ON THE New York SBA™ website (www.newyorksba.us), and your continued use and/or promotion of your voluntary participation in New York SBA™ Business Certification program(S) thereafter, constitute(s) your manifestation of assent to the modification, limitation, change, or replacement. This Agreement is effective as of the date your application is submitted to New York SBA™.

The term of this Contract is one (1) year (365 days) from the date of the electronic submission of this Agreement (Contract) or the date application fees are successfully processed.

1. REPRESENTATIONS AND WARRANTIES.

Electronically submitting this Agreement constitutes your willingness to enter into this Contract, and representation and warranty by You that You are at least eighteen (18) years of age; have the right, power, legal capacity and appropriate authority to contract on behalf of the company; and are an authorized agent of the company and the owner(s) listed on company documents.

New York SBA™ has not, is not, and will not make any guarantees, promises, or warranties that your company will gain financial benefit or obtain participatory access in any diversity equity inclusion ("DEI") or procurement program as a result of your voluntary participation in the New York SBA™ Business Certification program(s).

New York SBA™ is not owned or affiliated with, and does not sponsor or endorse any particular company applying for voluntary participation in the New York SBA™ Business Certification program(s). Certification of a business by New York SBA™ is based exclusively on the company's qualifications for Certification and its conduct, as outlined in this application. New York SBA™ makes no representations regarding the quality, safety, morality, or legality of any aspect of the applicant company's business, products, or services.

2. APPLICATION AND APPROPRIATE USES.

The electronic submission of this Agreement is Your application to voluntarily participate in one or more of New York SBA's™ Business Certification programs. New York SBA™ does not guarantee or promise approval of your Business Certification application(s) and may deny admission to applicants who fail to meet the certification requirements, complete the application process, or fulfill the responsibilities as outlined by this Agreement. You acknowledge that you submit this application at your own risk and that, in the event that you are not admitted to the Business Certification program, you remain legally bound by the terms and conditions of this Agreement with New York SBA™.

(A) REQUIREMENTS

Application to the New York SBA™ Business Certification program requires the following:

(1) Electronic submission of this online application, binding you to the terms of this Agreement;
(2) Provision of the required documentation outlined in Section 3. "REQUIRED SUPPORTING DOCUMENTATION" of this Agreement;
(3) Satisfactory evaluation and processing by New York SBA™ of this electronically submitted Application, required supporting documentation, and application fee payment;
(4) Registration of applicant business with the New York Secretary of State Corporation Section; and
(5) "Good Standing" or similar phrase with New York Department of Taxation and Finance;

All information provided throughout the application process must be consistent. Failure to provide consistent information throughout the application process will result in the denial of your application.

(B) ACCURATE INFORMATION

You agree to maintain accurate information by providing notice to New York SBA™ of any material change in Your Company's structure within five (5) business days. Notification must be sent via email to paperwork@newyorksba.us. Material changes are defined as:
(1) a change in the cumulative or individual ownership percentage(s) relied upon to achieve the 51% ownership interest majority required for voluntary participation in the New York SBA™ Business Certification program(s);
(2) a change or amendment of filing status with the New York Secretary of State Commercial Section;
(3) obtaining a "NOT IN GOOD STANDING" status or similar phrase from the New York Department of Taxation and Finance;
(4) a change in the company mailing address or phone number provided in this electronic submission; and
(5) a change in the email address of the "point-of-contact" on file with New York SBA™.

If, for whatever reason, You fail to notify New York SBA™ within five (5) business days of any material change, as defined above, such failure will constitute a material breach of this Contract and New York SBA™, upon learning of the material change, will suspend your Business Certification participation in accordance with the New York SBA™ due process policies.

You agree that New York SBA™ may use and rely on any information provided by You for all purposes related to Your voluntary participation in the New York SBA™ Business Certification program(s). If You provide any information that is inaccurate, not current, false, misleading, or incomplete; or if New York SBA™ has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading, or incomplete; New York SBA™ has the absolute right, in accordance with its due process policies, to terminate your voluntary participation in the New York SBA™ Business Certification program(s).

Additionally, you hereby acknowledge and agree that you are prohibited from assigning your rights and obligations under this Agreement. We may assign our rights and obligations under this Agreement at any time, including but not limited to in a sale of or other transaction involving the Business Certification program(s).

New York SBA™ reserves the right, in accordance with its due process policies, to terminate your voluntary participation in the New York SBA™ Business Certification program(s) if your participation results in, or is the subject of, legal action or threatened legal action, against New York SBA™ or any of its affiliates or partners, and to terminate without consideration for whether the legal action or threatened legal action is ultimately determined to be with or without merit.

(i) Accurate Information- Due Process

Material changes in your company's structure must be reported to New York SBA™ within five (5) business days of the occurrence of such changes. Notification must be made via email to paperwork@newyorksba.us. Material changes are defined above. Failure to report any of the above-mentioned material changes constitutes a breach of Contract and will result in suspension of Your voluntary-participation in New York SBA™ Business Certification program(s). Upon independent discovery of the material change, New York SBA™ will advise you of your newly suspended status. Suspension will become effective six (6) business days after the date of the material change occurrence. Your suspended status will be published on the website www.newyorksba.us and the National Directory of Woman Owned Businesses™ https://www.nationaldirectory.us/Woman/; You will be required to cease-and-desist all promotion and usage of New York SBA™ Business Certification program(s)except in a factually accurate reference to your past and current status with New York SBA™, or in reference to the New York SBA™ website, www.newyorksba.us; and remain in effect unless and until You take one of the following actions within fourteen (14) days after New York SBA™ notifies you of your newly suspended status:

(1) Submit a professionally written Appeal letter by the company's point-of-contact or owner(s), as recognized by New York SBA™, sent via email to paperwork@newyorksba.us explaining the material change.
(2) Submit newly completed, up-to-date, required supporting documentation for each program in which you seek to participate, sent via email to paperwork@newyorksba.us.
(3) Complete a new online application for voluntary participation in New York SBA™ Business Certification program(s) (at no additional cost), available at www.newyorksba.us.

Failure to complete the due process procedures for material changes within fourteen (14) days of the email notification sent by New York SBA™ advising of the discovery of the material change will result in termination of your Business Certification, effective on the 15th day after the New York SBA™ email notification. Your terminated status will be published on the website www.newyorksba.us and the National Directory of Woman Owned Businesses™ https://www.nationaldirectory.us/Woman/; You will be required to stop all promotion and usage of New York SBA™ materials stating your current-participation. Such breaches of contract causing termination of your voluntary participation in the New York SBA™ Business Certification program(s) constitutes a forfeiture of your voluntary participation in the Business Certification program(s) and affords you no right to refund or credit for lost fees.

C. QUALIFICATIONS

Woman Owned Business Certification

To qualify for a Woman Owned Business Certification, 51% or more of the total ownership interest must be held by four or fewer women (one (1) woman at a minimum). This ownership percentage must be indicated on the company's online application submitted to New York SBA™.

Gender is determined by the sex indicated on the government issued identification provided in accordance with the requirements outlined in this Agreement.

Company must be registered with the New York Secretary of State Commercial Section and "Good Standing " or similar phrase with the New York Department of Taxation and Finace.

Minority Owned Business Certification

To qualify for a Minority Owned Business Certification, 51% or more of the total ownership interest must be held by four or fewer minorities (one (1) Minority at a minimum). This ownership percentage must be indicated on the company's online application submitted to New York SBA™.

Definition of Minority: Race in the United States of America is not socially defined as biological, anthropological, or genetic but is categorized by racial and national origin (or) sociocultural groups.

51% or more of the company must be owned by one (1) or more people self-declaring their Race in accordance with the guidelines established by the U.S. Census Bureau ACS and Office of Management and Budget.

Any Person With Origins in Any of the Original People of:
  • Black Africa
  • Europe, the Middle East, North Africa
  • North America, Central America, South America
  • Far East, Southeast Asia, the Indian Subcontinent
  • Hawaii, Guam, Samoa, other Pacific Islands
  • Two or More Races
Membership within one of these "Socially Disadvantaged Groups" is determined by self-declaration.

Company must be registered with the New York Secretary of State Commercial Section and "Good Standing " or similar phrase with the New York Department of Taxation and Finace.

Veteran Owned Business Certification

To qualify for a Veteran Owned Business Certification, 51% or more of the total ownership interest must be held by four or fewer current or former veterans (one (1) veteran at a minimum). This ownership percentage must be indicated on the company's online application submitted to New York SBA™.

Eligible U.S. Armed Forces are:

U.S. Army
U.S. Navy
U.S. Air Force
U.S. Marines
U.S. Coast Guard
Disabled and Service-Disabled Veterans

Eligible U.S. Military Reserves are:

U.S. Army Reserve
U.S. Navy Reserve
U.S. Air Force Reserve
U.S. Marines Corps Reserve
U.S. Coast Guard Reserve
U.S. Army National Guard of the United States
U.S. Air National Guard of the United States
Disabled and Service-Disabled Veterans

Eligible New York Military Forces are:

New York Army National Guard
New York Air National Guard
New York State Guard
Adjutant General's Department
Domestic Operations Command

Veteran status is determined by presentation of U.S. Armed Forces DD-214 or New York Military Forces equivalent.

Company must be registered with the New York Secretary of State Commercial Section and "Good Standing " or similar phrase with the New York Department of Taxation and Finace.

Small Business Owner Certification

To qualify for participation in the New York SBA™ Small Business Owner Certification program, the company ("Applicant") cannot exceed the expressed maximum number of employees allowed or maximum annual receipts in millions of dollars allowed for the company and its affiliates identified by North American Industry Classification System (NAICS) codes disclosed at website http://www.newyorksba.us/small-business-size-standards.htm.

Company ownership percentage must be indicated on the company's online application submitted to New York SBA™.

Company must be registered with the New York Secretary of State Commercial Section and "Good Standing " or similar phrase with the New York Department of Taxation and Finace.

Hispanic Owned Business Certification

To qualify for Hispanic Owned Business Certification, 51% or more of the total ownership interest must be held by four or fewer Hispanics (one (1) Hispanic at a minimum). Company ownership percentage must be indicated on the company's online application submitted to New York SBA™.

Definition of Hispanic: Latino or Hispanic origin includes people of Mexican, Puerto Rican, Cuban, Central and South American, Dominican, and other or unknown Latin American or Spanish origin. People of Hispanic origin may be of any race.

51% or more of the company must be owned by one (1) or more people self-declaring their Race in accordance with the guidelines established by the U.S. Census Bureau ACS and Office of Management and Budget.

Any Person With Origins in Any of the Original People of:

  • Black Africa
  • Europe, the Middle East, North Africa
  • North America, Central America, South America
  • Far East, Southeast Asia, the Indian Subcontinent
  • Hawaii, Guam, Samoa, other Pacific Islands
  • Two or More Races
Company must be registered with the New York Secretary of State Commercial Section and "Good Standing " or similar phrase with the New York Department of Taxation and Finace.

Black Owned Business Certification

To qualify for Black Owned Business Certification, 51% or more of the total ownership interest must be held by four or fewer Blacks (one (1) Black at a minimum). Company ownership percentage must be indicated on the company's online application submitted to New York SBA™.

Definition of Black: Any person with "one drop" of "Black blood" by even one Black ancestor is considered Black or Negro.

51% or more of the company must be owned by one (1) or more people self-declaring their Race in accordance with the guidelines established by the U.S. Census Bureau ACS and Office of Management and Budget.

Any Person With Origins in Any of the Original People of:

  • Black Africa
  • Europe, the Middle East, North Africa
  • North America, Central America, South America
  • Far East, Southeast Asia, the Indian Subcontinent
  • Hawaii, Guam, Samoa, other Pacific Islands
  • Two or More Races
Company must be registered with the New York Secretary of State Commercial Section and "Good Standing " or similar phrase with the New York Department of Taxation and Finace.

Asian Owned Business Certification

To qualify for Asian Owned Business Certification, 51% or more of the total ownership interest must be held by four or fewer Asians (one (1) Asian at a minimum). Company ownership percentage must be indicated on the company's online application submitted to New York SBA™.

Definition of Asian: Race in the United States of America is not socially defined as biological, anthropological, or genetic but is categorized by racial and national origin (or) sociocultural groups.

51% or more of the company must be owned by one (1) or more people self-declaring their Race in accordance with the guidelines established by the U.S. Census Bureau ACS and Office of Management and Budget.

Any Person With Origins in Any of the Original People of:

  • Black Africa
  • Europe, the Middle East, North Africa
  • North America, Central America, South America
  • Far East, Southeast Asia, the Indian Subcontinent
  • Hawaii, Guam, Samoa, other Pacific Islands
  • Two or More Races
Company must be registered with the New York Secretary of State Commercial Section and "Good Standing " or similar phrase with the New York Department of Taxation and Finace.

Christian Owned Business Certification

To qualify for Christian Owned Business Certification, 51% or more of the total ownership interest must be held by four or fewer Christians (one (1) Christian at a minimum). Company ownership percentage must be indicated on the company's online application submitted to New York SBA™.
One (1) or more of the company's ownership self-declares their Faith in God.

Company must be registered with the New York Secretary of State Commercial Section and "Good Standing " or similar phrase with the New York Department of Taxation and Finace.

Muslim Owned Business Certification

To qualify for Muslim Owned Business Certification, 51% or more of the total ownership interest must be held by four or fewer Muslims (one (1) Muslim at a minimum). Company ownership percentage must be indicated on the company's online application submitted to New York SBA™.
One (1) or more of the company's ownership self-declares their Faith in Islam.

Company must be registered with the New York Secretary of State Commercial Section and "Good Standing " or similar phrase with the New York Department of Taxation and Finace.

Family Owned Business Certification

To qualify for Family Owned Business Certification, 51% or more of the total ownership interest must be held by four or fewer Family-Members (two (2) Family-Members at a minimum). Company ownership percentage must be indicated on the company's online application submitted to New York SBA™.

Company must be registered with the New York Secretary of State Commercial Section and "Good Standing " or similar phrase with the New York Department of Taxation and Finace.

3. SUPPORTING DOCUMENTATION.

For ALL Business Certification Applicants, submit one set (Item 1) in support of each Business Certification program for which you apply:

1. One (1) copy of government issued identification for each owner listed on the Business Certification application.

A valid, current, and legible copy of your United States of America or Foreign-Government issued Passport, or United States of America Department of State issued Visa, Driver's License, or State Identification issued from a state located within the United States of America for each person named as an owner on this electronic submission / Contract.

Upload to Your company's Portal Page at In the event you cannot upload the supporting documentation, you should email the data to paperwork@newyorksba.us

**Note: Please indicate which Business Certification you are applying for in the subject line of the email.

Failure to submit all of the supporting documentation (Items 1) will render the Application incomplete, halting the Application's processing, until all of the supporting documentation (Items 1) are uploaded to Your Company Portal Page or emailed to paperwork@newyorksba.us with No refund or No credit for the fees paid to process this electronically submitted Application.

4. PAYMENTS.

A. Check Payments.

Successful processing by New York SBA™ of your check payment constitutes acknowledgement of your application to voluntarily participate in the New York SBA™ Business Certification program(s). The successful processing of check payment by New York SBA™, Inc. will serve as entrance into Contract between You and New York SBA™, and the appearance of credit / debit card charges on Your checking account statement will serve as Your receipt for the transaction. Check payment should list the Business Certification Application # in the Check's Memo Section.

In consideration for processing Your application to voluntarily participate in the New York SBA™ Business Certification program(s), You agree that all fees paid to and processed by New York SBA™, Inc. are immediately the property of New York SBA™, and are non-refundable, even if You fail to complete the application process or are denied Certification by the New York SBA™ Business Certification program(s).

Applications that fail successful payment processing twice (two (2) times) will be denied future opportunities to voluntarily participation in the New York SBA™ Business Certification program(s).

Applicants that claim the electronic application and payment for voluntary participation in the New York SBA™ Business Certification program(s) were unauthorized are not eligible for any refund or return of fees paid and processed by New York SBA™. It is the responsibility of all persons and checkholders to safe-guard their information and therefore it is not the responsibility of New York SBA™ nor the liability of New York SBA™ for an individual or company's negligence as a checking account cardholder.

B. "Stop Payments, Bounced Checks, Chargebacks"

"Chargebacks", "Stop Payments", or "Bounced Checks" constitute a breach of this Contract. Any chargeback filed is a direct breach of this Contract and does not nullify the monies owed to New York SBA™, Inc. You agree and understand that New York SBA™ reserves the right to respond to your chargeback filing in addition to or in lieu of initiating Arbitration in accordance with the Dispute Resolution section of this Agreement and does not waive its right to initiate Arbitration at any time.

5. DENIALS, APPEALS, CERTIFICATION ISSUE & EXPIRATION DATES.

Every applicant for voluntary-participation in the New York SBA™ Business Certification program(s) may submit their required supporting documentation in .pdf format only one (1) time for review. New York SBA™ must receive this one (1) and only submission of required supporting documentation via fax in one (1) transmission (at (512) 852-4629) or email in one (1) attachment (at paperwork@newyorksba.us) in .pdf format within fourteen (14) days of electronically submitting this Application, as evidenced by New York SBA™ receipt. Upon receipt of Your one (1) and only submission in .pdf format, New York SBA™ will notify You via email (ie. "Certification Status" email), of your company's acceptance (ie. "Certification Issued" email) into a New York SBA™ Business Certification program(s) or any errors, omissions and / or deficiencies in your application. Required Supporting Documentation that contains any errors, omissions, and / or deficiencies in the required supporting documentation will be deemed invalid and result in the denial of your application to voluntarily participate in a New York SBA™ Business Certification program(s). You can appeal this denial, free of charge, by following the procedures detailed in Section "5. DENIED APPLICATION." of this contract.

(A) DENIED APPLICATION / APPEAL PROCESS

Upon denial of Your application for voluntary-participation in the New York SBA™ Business Certification program(s), You will have fourteen (14) days to appeal in accordance with the following procedures:

(1) Complete a new online application for voluntary participation in the New York SBA™ Business Certification program(s) (at no additional cost), available at www.newyorksba.us;
(2) Re-Submit new supporting documentation via upload to Business Owner Portal Page or paperwork@newyorksba.us for each program in which you seek to participate.
(3) Provide an professionally written Appeal Letter stating your understanding of the reason(s) for application denial;


Applications appealed and subsequently denied by New York SBA™ are immediately terminated, with no right to refund or credit.

Failure to submit supporting documentation within the fourteen (14) day time period will result in forfeiture of Your right to appeal the decision and thereby terminates Your application for voluntary participation in the New York SBA™ Business Certification program(s).

(B) CERTIFICATION ENROLLMENT AND EXPIRATION DATE

The enrollment or effective date of Your voluntarily-participation in the New York SBA™ Business Certification program(s) will be the date on which New York SBA™ completes the processing of Your application for voluntary participation in the New York SBA™ Business Certification program(s), including the processing of your payment.

The New York SBA™ Business Certification expires 365 calendar days from the date this electronic Application is submitted and payment is processed. During a leap year, the expiration date will not exceed 366 calendar days from the date of this electronic submission.

6. AUDIT.

You agree that New York SBA™ may audit your company at any time within the term of this Contract by requiring all persons relied on to achieve the 51% ownership interest requirement to execute a new New York SBA™ Business Certification application. Follow the application instructions to satisfy the audit requirements. You will be advised of an audit via an "Audit Notification Email" from New York SBA™.

and have fourteen (14) days from the date the Audit Notification Email was sent to comply. Failure to comply with the New York SBA™ audit or failure to satisfy the certification application procedures as outlined in Section "3. SUPPORTING DOCUMENTATION" will constitute a breach of this Contract and terminate your relationship with New York SBA ™, and affords you no right to refund or credit for lost application fees. Your terminated status will be published on the website www.newyorksba.us and National Directory of ..... Owned Businesses; You will be required to cease-and-desist all promotion and usage of New York SBA™ Business Certification program(s) except in a factually accurate reference to your past and current status with New York SBA™, or in reference to the New York SBA™ website, www.newyorksba.us and National Directory of ..... Owned Businesses.

7. PROFESSIONAL CODE OF CONDUCT AND ETHICS.

You agree that your voluntary participation in the New York SBA™ Business Certification program(s) is subject to the New York SBA™ professional code of conduct policy, which prohibits:

  • Criminal Conviction;
  • False or Fraudulent Representations;
  • Slanderous Statements in Federal Communications Commission Regulated Media or Electronic Media; and
  • Libelous Statements in Print or Electronic Media.

You agree that violations of the Professional Code of Conduct constitute a breach of this Contract and will be addressed in accordance with the audit, due process, professional code of conduct policies, and / or slander / libel due process policies of New York SBA™ as set forth herein.

You agree to conduct Your business activities in an ethical manner and in accordance with the criminal laws of the State of New York and United States of America. In the event You or Your company are convicted of a crime related to the promotion of Your voluntary participation in the New York SBA™ Business Certification program(s), the conviction will constitute a breach of contract and will be addressed in accordance with the due process policies of New York SBA™ as set forth herein.

(i) Professional Code of Conduct and Ethics- Due Process

In the event You or Your company is convicted of a crime that is either directly or indirectly related to the promotion of Your voluntary participation in the New York SBA™ Business Certification program(s), You are required to notify New York SBA™ via email within five (5) days (sent to paperwork@newyorksba.us ), and provide the following information regarding the criminal conviction:

  • Court of Jurisdiction
  • Case Number
  • Disposition

Failure to notify New York SBA™ within five (5) days of a criminal conviction that was directly or indirectly related to Your promotion of Your voluntary participation in the New York SBA™ Business Certification program(s) will result in the suspension of Your company's Business Certification, effective on the 6th day after the date of criminal conviction. Your suspended status will be published on the website www.newyorksba.us; You will be required to cease-and-desist all promotion and usage of New York SBA™ Business Certification program(s) except in a factually accurate reference to your past and current status with New York SBA™, or in reference to the New York SBA™ website, www.newyorksba.us. This suspension will remain in effect until the 365th day after the date of You electronically submitted this application for voluntarily participation in the New York SBA™ Business Certification program(s). Any suspended status may be relieved based upon the filing of an appeal of the conviction in a court of jurisdiction, if New York SBA™ is notified via email (sent to paperwork@newyorksba.us) within five (5) days of the date the appeal was filed. On the 365th day, Your voluntary participation in the Business Certification program(s) will expire.

(A) SLANDER AND LIBEL

Any slanderous or libelous communications made by You shall constitute a breach of this Contract and may involve civil actions by New York SBA™ or any of its affiliates or partners against You and Your company. In the event New York SBA™ or any of its affiliates or partners learns of any slanderous or libelous communications made by you, an email entitled "Cease and Desist" will be sent from New York SBA™ to the company point-of-contact recognized by New York SBA™. Failure to immediately adhere to the cease-and-desist email will result in the suspension of You and Your company from voluntary participation in the New York SBA™ Business Certification program(s) as civil legal remedies are pursued. Your suspended status will be published on the website www.newyorksba.us; You will be required to cease-and-desist all promotion and usage of New York SBA™ Business Certification program(s) except in a factually accurate reference to your past and current status with New York SBA™, or in reference to the New York SBA™ website, www.newyorksba.us. Subsequently, on the 365th day after the date this Application was electronically submitted, Your voluntary participation in the New York SBA™ Business Certification program(s) will expire.

(B) USE OF INTELLECTUAL PROPERTY

You agree that New York SBA™ holds all rights, title, and interest in all New York SBA™ publicity and intellectual property, including other rights related to intangible property, unless otherwise indicated. You agree that New York SBA™ materials are the intellectual property of New York SBA™ and your use, assignment, and / or possession of New York SBA™ materials may be terminated in accordance with the New York SBA™ due process policies, as set forth herein.

You agree that the New York SBA™ Certification Number assigned to you upon Certification is the intellectual property of New York SBA™, Inc. You agree that the listing of Your voluntary participation in the New York SBA™ Business Certification program(s) will be displayed on the New York SBA™ website, www.newyorksba.us, and that New York SBA™, is the issuing agency and sole party responsible for the content maintained on the New York SBA™ website as it relates to You and Your company's voluntary participation in the New York SBA™ Business Certification program(s). You agree that the listing of Your voluntary participation in the New York SBA™ Business Certification program(s) will be displayed on the National Directory of ..... Owned Businesses™ website, , and that New York SBA™, is the issuing agency and sole party responsible for the content maintained on the National Directory of ..... Owned Businesses™ website.

(i) Use of Intellectual Property- Due Process

Upon termination of Your voluntary participation in the New York SBA™ Business Certification program(s), You are required to cease-and-desist all promotion of Your voluntary participation in New York SBA™ Business Certification program(s) except in a factually accurate reference to your past and current status with New York SBA™, or in reference to the New York SBA™ website, www.newyorksba.us and National Directory of ..... Owned Businesses™ website, .

8. PRIVACY AND COMMUNICATION.

Your voluntary participation in the New York SBA™ Business Certification program(s) will be publicly disclosed on the New York SBA™ website, www.newyorksba.us and National Directory of ..... Owned Businesses™ website, . Information disclosed will include (1) the enrollment date; (2) expiration date; (3) company full legal name; (4) company registered trademark name; (5) New York jurisdiction of registration; (6) each owner's name used in the calculation of 51% ownership interest of the business; (7) assigned New York SBA™ Certification Number; and (8) current status as participant in the Business Certification program(s) including suspension(s) and termination(s).

You agree to abide by the due process policies of New York SBA™ and acknowledge that the status listed in the New York SBA™, www.newyorksba.us may include "SUSPENDED" or "TERMINATED" as of the date such status was issued in accordance with the due process policies of New York SBA™.

You agree and consent that telephone conversations through wireline, landline, cellular, and / or electronic communication media may be recorded by New York SBA™ for "quality control" measures without prior verbal notification or the presence of a "beep tone."

Recognized forms of communication between you and New York SBA™ are to be (1) email communication sent to paperwork@newyorksba.us or other authorized email address of New York SBA™. The preferred communication method with New York SBA™ is email to paperwork@newyorksba.us.

You agree and consent that New York SBA™ reserves the right at all times to disclose any information provided by you to New York SBA™ as New York SBA™ deems necessary to satisfy any chargeback filing, applicable law, regulation, legal process or governmental request. You acknowledge and agree that New York SBA™ and National Directory of ..... Owned Businesses™ website, reserves the right to edit, refuse to post, or to remove any information or materials from its website relating to your voluntary participation in the New York SBA™ Business Certification program(s), in whole or in part, at the sole discretion of New York SBA™.

(A) EXCESSIVE COMMUNICATION AND ABUSE POLICY

New York SBA™ maintains an "Excessive Communication and Abuse Policy" applicable to any and all prospects, applicants, and participants voluntarily participating in the New York SBA™ Business Certification program(s). Actions constituting violation of the Excessive Communication and Abuse Policy are as follows:

  • Repeated telephone calls encompassed within a 48-hour period as defined by New York SBA™
  • Repeated voice mails encompassed within a 48-hour period as defined by New York SBA™
  • Repeated emails contained within a 48-hour period as defined by New York SBA™
  • Spam emails and spam facsimiles as defined by New York SBA™
  • Using raised voices or exhibiting a verbally aggressive demeanor towards an agent of New York SBA™, as defined by New York SBA™
  • Questioning the credibility or validity of New York SBA™ as defined by New York SBA™
  • Failing to perform due diligence in acquiring public and private sector common knowledge, thereby requiring New York SBA™ to perform educational services as defined by New York SBA™
  • Repeated attempts by a company representative, not the recognized "point-of-contact" with New York SBA™, to engage in communication with New York SBA™ as defined by New York SBA™

Violation of the aforementioned Excessive Communication and Abuse Policy by a prospect, applicant, or voluntary participant in the New York SBA™ Business Certification program(s) will result in issuance of a "warning" or "advisory" to the prospect, applicant, or participant via email from New York SBA™. Continued excessive communication and abuse will result in the termination of this Contract by New York SBA™ in accordance with the its due process policies, as set forth herein.

(i) Excessive Communication and Abuse Policy- Due Process

New York SBA™ exercises due process in response to violations of this Agreement through Excessive Communication and Abuse. New York SBA™ will email a Report to the point-of-contact, outlining Your Company's violations of the New York SBA™ Excessive Communication and Abuse Policy. You will be given the opportunity to respond in a professionally written letter stating Your understanding of our Excessive Communication and Abuse Policy and why You violated the Excessive Communication and Abuse policy. Your explanatory letter must be sent via email to paperwork@newyorksba.us within 5-days of the date the Report from New York SBA™ was sent. Upon receipt of your professionally written letter, New York SBA™ will attempt to address Your issues / concerns for a final time via email. During this period of disciplinary conduct, New York SBA™ reserves the right to suspend communication between You, Your agents and New York SBA™.

Any second violation of the New York SBA™ Excessive Communication and Abuse policy will result in the termination of Your voluntary participation in the New York SBA™ Business Certification program(s). Your terminated status will be published on the website www.newyorksba.us and National Directory paperwork@newyorksba.us; You will be required to cease-and-desist all promotion and usage of New York SBA™ Business Certification program(s) except in a factually accurate reference to your past and current status with New York SBA™, or in reference to the New York SBA™ website, www.newyorksba.us. Such breaches of contract causing termination of your voluntary participation in the New York SBA™ Business Certification program(s) constitutes a forfeiture of your voluntary participation in the Business Certification program(s) and affords you no right to refund or credit for lost fees.

9. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT OWNER, OUR OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS, OR CONSULTANTS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AND AGENTS, WILL NOT BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF New York SBA™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

In no event shall New York SBA™ its partners, affiliates, or advertisers be liable to You or any other person for any damages, including for loss of profit or goodwill, for any matter, whether such liability is asserted on any breach of this Contract or its incorporated agreements and policies for any loss in profits or revenues, a lack of financial benefit, or your inability to gain participatory access in any diversity or procurement program, even if New York SBA™ has been advised of the possibility of such damages.

New York SBA™ liability is limited to the total amount paid by You for this application to voluntarily participate in the New York SBA™ Business Certification program(s).

10. DISCLAIMER OF WARRANTIES.

New York SBA™ expressly disclaims all warranties and guarantees of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, or assurities that voluntary participation in the New York SBA™ Business Certification program(s) will produce any monetary gain or participatory access in any diversity or procurement program.

11. INDEMNIFICATION.

You agree to defend, indemnify and hold harmless New York SBA™ ("New York SBA™, Inc.") and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to the use or promotion of your voluntary participation in the New York SBA™ Business Certification program(s) by you or your company or affiliates.

In addition, You agree to indemnify and hold New York SBA™ harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You. This indemnification is in addition to any indemnification required of You as outlined elsewhere in this Agreement.

In the event that New York SBA™ or any of its affiliates or partners, is notified of a pending law suit, receives notice of the filing of a law suit, or learns that New York SBA™ or any of its affiliates or partners is the subject or legal action or threatened legal action, New York SBA™ may seek a written confirmation from You concerning Your obligation to indemnify New York SBA™. New York SBA™ will send the "Indemnification Request" via email to your Company point-of-contact requesting this confirmation. The Indemnification Request email is deemed to have been received by You (through your Company's point-of-contact) within five (5) days of the date it was sent by New York SBA™.

Written confirmation of indemnification must be received by New York SBA™ via email (at paperwork@newyorksba.us) within ten (10) days after the New York SBA™ sent the Indemnification Request email to Your company's point-of-contact. The written confirmation must be signed by any person who completed a New York SBA™ sworn affidavit used in the computation of the 51% majority ownership interest requirement for voluntary participation in the New York SBA™ Business Certification program(s). In additionl to any other remedies available to the New York SBA™, failure to respond to the indemnification request or failure to provide this written confirmation will result in the suspension of Your Company's voluntary participation in the New York SBA™ Business Certification program(s). Suspension will be effective beginning the 11th day after the Indemnification Request email notification was sent by New York SBA™. Your suspended status will be published on the website www.newyorksba.us; You will be required to cease-and-desist all promotion and usage of New York SBA™ Business Certification program(s) except in a factually accurate reference to your past and current status with New York SBA™, or in reference to the New York SBA™ website, www.newyorksba.us. Any suspended status shall remain in effect unless and until New York SBA™ receives written confirmation, signed by an appropriate person as outlined above. On the 365th day after the date this Application was electronically submitted (or your renewal payment was processed), Your voluntary participation in the New York SBA™ Business Certification program(s) will expire.

You agree that New York SBA™ shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify New York SBA™ of any such claim promptly, in writing, through U.S. Postal Service Certified Mail at New York SBA™, 418 Broadway Ste. R, Albany, NY, 12207, and allow New York SBA™ to control the proceedings. You agree to cooperate fully with New York SBA™ during such proceedings.

12. DISPUTE RESOLUTION.

You understand and agree that New York SBA™ is located in the State of New York for all legal and non-legal purposes. Therefore, this Agreement will be interpreted under and governed by the laws of the State of New York without giving effect to any conflicts of laws principles. You agree that any claim or dispute that you may have against us arising out of or in relation to this Agreement will be exclusively resolved through arbitration.

The failure of New York SBA™ to seek relief for your breach of any duty under this Agreement or otherwise will not waive the right of New York SBA™ to seek relief for any subsequent breach or claim.

Any controversy or claim arising out of or relating to this Contract, or the breach thereof, shall be settled with binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules under the Claims Programs. You agree to waive all rights to a jury trial and All claims will be administered by "desk" arbitration, allowing only for the submission of documents. Judgment on the award rendered by the arbitrator(s) may be entered in any court with jurisdiction.

You agree to pay New York SBA™ administrative fees in the amount of $150 per hour, in addition to legal expenses, upon initiation of a legal action against New York SBA™. You agree to pay New York SBA™ administrative fees in the amount of $150 per hour, in addition to legal expenses, for any legal action initiated by New York SBA™ against You, the cardholder on file stated on the electronic application submission, the owner's stated on this electronically submitted Agreement, and / or sworn affidavits used in the computation of the 51% majority interest for participation in a New York SBA™ Business Certification program(s). You agree that in the event you prevail in full on your arbitration claim that the arbitrator may but is not required to order a refund of any fees paid to New York SBA™ but in no event will New York SBA™ be required to pay any portion of the arbitration fees.

YOU AND New York SBA™ AGREE THAT ARBITRATION WILL BE THE EXCLUSIVE FORUM AND REMEDY AT LAW FOR ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OR PROMOTION OF YOUR VOLUNTARY PARTICIPATION IN THE New York SBA™ BUSINESS CERTIFICATION PROGRAM(S); INCLUDING ANY DISPUTES CONCERNING THE VALIDITY, INTERPRETATION, VIOLATION, BREACH, OR TERMINATION OF THIS AGREEMENT, EXCEPT THAT OWNER RESERVES THE RIGHT TO ELECT AT ITS SOLE DISCRETION TO PURSUE ANY ACTION ARISING OUT OF COPYRIGHT AND/OR TRADEMARK INFRINGEMENT IN COURT INSTEAD OF THROUGH ARBITRATION.

13. NOTICES.

You agree that all notices (except for notices concerning breach of this Contract) from New York SBA™ to You may be posted on the Web site, www.newyorksba.us. Notices concerning breach of Contract will be sent to either the email address provided in this electronically submitted Application or to the point-of-contact's email address, as maintained on file with New York SBA™. In either case, delivery of all notices shall be deemed to have been made five (5) days after the date sent.

Notices from You to New York SBA™ must be sent by email to paperwork@newyorksba.us.

14. HEADINGS.

The headings in this Contract are descriptive only and in the event of a conflict between a heading and the underlying terms of this Contract, the terms of this Contract shall control.

15. ENTIRE AGREEMENT.

You agree that this Agreement, including policies and agreements referenced herein, constitutes the complete and entire Agreement (Contract) between You and New York SBA™ regarding Your voluntary participation in the New York SBA™ Business Certification program(s). You understand and agree that there are no further understandings, agreements, or representations with respect to your relationship with New York SBA™ that are not specified in this Agreement. You understand and agree that any additional provisions that may appear in any communication from you will not bind us.

16. SEVERABILITY.

You agree that the terms of this Contract are severable. If any part of this Contract is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with the applicable law as closely as possible, in line with the original intention of both parties to the Contract. The American Arbitration Association will interpret the contract in accordance with its Commercial Arbitration Rules under the Claims Programs. All claims will be administered by "desk" arbitration, allowing for submission of documents only, and judgment on the award rendered by the arbitrator(s) may be entered in any court with jurisdiction. The remaining terms and conditions of the Contract (not deemed unenforceable) will remain in full force and effect.

17. WAIVER.

The failure of New York SBA™ to enforce any of the provisions within this Contract or its incorporated agreements and policies against You or others shall not be construed as a waiver of the right of New York SBA™ thereafter to enforce such provisions. You understand and agree that no term or provision of this Agreement will be deemed to have been wiavved and no breach will be deemed to have been consented to unless such waiver or consent is in writing and signed by the party to be bound.

18. FORCE MAJEURE.

New York SBA™ ("New York SBA™, of New York, New York, USA"), will make every effort to keep the Web site, www.newyorksba.us operational. However, certain difficulties and other factors outside of its control, may from time to time, result in temporary service interruptions. You agree not to hold New York SBA™ liable for any of the consequences of such interruptions. Access to the New York SBA™ via the websites of New York SBA, Inc., ("www.newyorksba.org") and New York Small Business Association™ ("www.newyorksmallbusinessassociation.org") and National Directory of ......Owned Businesses™ () are provided at the sole discretion of the website owner(s).

19. CLAIM LIMITATIONS.

OWNER AND YOU BOTH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT A CAUSE OF ACTION WITHIN ONE (1) YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST OWNER ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

20. SURVIVAL.

Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 21 shall survive any termination or cancellation of this Contract.

21. NO THIRD PARTY BENEFICIARIES.

Nothing in this Agreement/Contract, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Contract, except as expressly provided in this Contract.

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Last Updated: March 5, 2024.
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