These Terms govern the relationship between Company and all users of our Services. By signing up, you agree to be bound by these Terms. If you do not agree, please do not sign up for or use our Services.
By purchasing our Services, you consent to receive electronic communications from us, including emails and account notifications. You may opt out of communication at any time by contacting us via the methods listed on our website or directly through your Client Account.
We reserve the right to modify these Terms at any time upon prior written notice to you. Any modification will be noted at the top of these Terms and communicated to you in writing. If you do not terminate these Terms in writing within thirty (30) days of receiving notice of a modification, you will be deemed to have accepted the change.
a. "Account": A legally valid delinquent account receivable owned by the Client.
b. "Accountholder": The debtor, including any natural person or any legal person, if different from or in addition to debtor, who is legally responsible to the Client for repayment of the Balance on an Account.
c. "Account Information": Accurate and sufficient documentation evidencing the Accountholder's name, address, date of birth or incorporation, contact information, account number, Agreement, the correct legal name of the creditor, the Balance owed, and the original date of delinquency. Account Information also includes the Accountholder's communication preferences, cease/stop communication notices, prior collection efforts, prior disputes, litigation threats, and any communications between the Accountholder and the Client or its prior collection agency.
d. "Balance": The principal amount of the debt owed by an Accountholder to the Client or the current amount of the debt owned by an Accountholder to the Client.
e. "Client Account": Client’s account on the Company’s online collection platform as a service (CPAS), Client Portal.
f. "Client Portal": Company’s consumer-centric digital collection platform as a service (CPAS) through which Client can place Accounts, edit Accounts or Account Information, assist Company in responding to Accountholder’s disputes, track progress and receive updates, authorize legal actions on the Accounts that qualify, and report Direct Payments on Accounts.
g. "Credit(s)": The set and given number of claims purchased by Client, available under each Service Package.
h. "Direct Payments": Any payment or portion of a payment received by Client, directly or indirectly, on any Account after that Account has been placed with Company.
i. "Flat-Fee Collections": Collection solution for consumer domestic Accounts less than one (1) year old from the original date of delinquency where creditor pays a flat fee upfront per claim and Company performs a specific set of efforts as further described under "Scope of Services" and "Pricing Models; Credits".
j. "Contingency Fee Collections": Collection solution for delinquent Accounts where Client pays Company a percentage of the collected fees upon any recovery regardless of source on the Account and for Company’s efforts.
k. "Fee": The amount charged by the Company for the provision of Services, as specified and applicable under (Flat-Fee Collections Pricing Schedule) and (Contingency Fee Schedule), including each Service Package.
m. "Fee Schedules": Collectively, (Flat-Fee Collections Pricing Schedule), (Contingency Fee Schedule), and (Ancillary Services Fee Schedule), and incorporated into this Agreement by link reference.
n. "Profile": Client’s account on Client Portal, created with a chosen username and password, through which Client accesses the platform. Each Profile represents one Client.
o. "Services": All debt collection and account receivable management services performed by the Company for Client under these Terms.
p. "Service Package": The packages with varied pricing options, offered to Client by Company under these Terms.
q. "Out of Business Account": An Account where the Accountholder is a business entity that has ceased all or substantially all business operations but has not filed for formal bankruptcy protection. Out of Business Accounts are not subject to the bankruptcy provisions of these Terms and are subject to the legal account contingency fee rate as set forth in.
r. "Second Placement": An Account that was previously placed with one or more third-party collection agencies or collection service providers prior to being referred to Company for Services under these Terms.
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Section 3 – Eligibility, Registration, Creation of Profile, and Your Profile.
By signing up for our Services, you represent and warrant that: (a) you are at least eighteen (18) years old; and (b) if signing up on behalf of an entity, you have full power and authority to bind that entity.
Clients agree to provide accurate, current, and complete information during registration, in accordance with Company’s sign-up pages, Privacy Policy, and Website Terms and Conditions (each incorporated herein by reference), in order to create a Client Profile and Client Account.
Clients may add up to five (5) users to their Profile to place and edit Accounts, assist with Accountholder disputes, track progress, and authorize legal actions. Each Profile represents one Client. Any subsidiary or affiliate of Client must register under a separate Profile and must separately agree to these Terms, Privacy Policy, and Services Agreement.
Updates, statuses, communications, and other parts of our Services will be made available to you or viewable to you on your Client Account. This includes, for example: collection efforts made, payments received, account statuses, and other relevant Account information.
You are solely responsible for maintaining confidentiality of your password and account information and are responsible for all activity that takes place on your Account.
Your use of our Services involves the use of hardware, software, and access to the internet. These system requirements may change from time to time. You acknowledge and agree that all system or internet requirements for our Services is/are your sole responsibility.
We reserve the right to terminate your access to our Services for any reason, with or without notice, for any breach of these Terms or other reason in our sole discretion.
Placement of Accounts
Client shall provide Company with Accounts and Account Information, individually or in batches, in a format compatible with Client Portal, to enable Company to collect on Balances owed. Client shall cooperate with all reasonable requests from Company including execution of documents, verification, and approval of settlements. The number of Accounts Client may place depends on the Service Package selected and available unused Credits. Client agrees to verify the accuracy of all Accounts, including amounts owed and original dates of default, prior to placement.
Client shall list Balances for Accountholders in United States Dollars (USD). The Client is solely responsible for currency conversions and the accuracy of Balances. Company is not responsible for differences during its remittance cycle due to currency fluctuations. Notwithstanding anything to the contrary contained herein, Client shall defend, indemnify, and hold Company harmless of and against any claim, dispute or demand by an Accountholder claiming the Balance is incorrect due to currency fluctuations.
Section 4 – Scope of Services.
We offer two options for purchasing our Services: (1) Flat-Fee Collections; and (2) Contingency Collections.
1. Flat-Fee Collections
Flat-Fee Collections is available for consumer domestic Accounts that: (a) have a Balance between $100 and $9,999; and (b) are less than one (1) year old from the original date of delinquency. Commercial accounts, and international accounts, and accounts of $10,000 or more are not eligible. Under Flat-Fee Collections, Client pays a fixed fee per Account and no contingency fee, less any applicable transaction fees.
FLAT-FEE COLLECTIONS WORKFLOW (60-DAY PERIOD)
| Activity Type |
Volume Per Account |
| Phone Calls |
Up to 8 attempts |
| Email Communications |
Up to 5 attempts |
| Text/SMS Messages |
Up to 3 attempts |
| Validation Notice |
1 notice |
| Chatbot Access |
Available |
All communication efforts are subject to compliance with applicable consumer protection laws, DNC requests, and cease directives. The Flat-Fee Collections workflow period is sixty (60) calendar days from the date of Account placement.
Section 5 – Flat Fee Pricing Models, Credits, Contingency Fees.
The applicable Fee Schedules, comprising (Flat-Fee Collections Pricing Schedule), are published at Flat Fee Schedule | Cedar and are incorporated into this Agreement by reference. The Fee Schedules form an integral part of this Agreement. Client acknowledges that it has reviewed and agrees to be bound by the Fee Schedules as in effect at the time of signing, a copy of which is provided to Client at the time of execution.
To place Accounts, Client must purchase Credits. Credits are non-transferable tokens used solely for Account placement with our Services and may not be converted to cash. The following purchase limits apply per transaction:
PACKAGE STRUCTURE AND PURCHASE LIMITS
| Package Name |
Claim Volume |
| Package 1 |
10 Claims |
| Package 2 |
50 Claims |
| Package 3 |
100 Claims |
| Enterprise Plan |
Custom |
Discounts are available for Package 3 only when five (5) or more packages are purchased in a single transaction. No discounts apply to Package 1 or Package 2. Credits are nonrefundable, non-transferable, and expire as stated at the time of purchase or as listed on our Website.
Our current Flat-Fee Collections pricing is as shown in Exhibit A, attached hereto.
Company’s Fee depends on the collection type selected. Under Flat-Fee Collections, Client pays the fixed per-Account fee as set forth in Exhibit A (Flat-Fee Collections Pricing Schedule), less any applicable transaction fees. Under Contingency Collections, Client pays the applicable percentage of collections as set forth in Exhibit B (Contingency Fee Schedule), including for Accounts transitioning from Flat-Fee Collections pursuant to Section 7 of these Terms. Both schedules are available at the link Provided above and are incorporated into this Agreement by reference. Client confirms it has reviewed and agreed to the Fee Schedules prior to execution of this Agreement.
Section 6 – Service Terms and Acknowledgments for Flat-Fee Collections
NO CASH REFUNDS. All Credits sales are final. Company does not provide cash refunds, chargebacks, or monetary reimbursements under any circumstances. In limited circumstances described below, Company may, at its sole discretion, issue non-monetary account credits for future use only.
WHEN CREDITS MAY BE ISSUED. Flat-Fee Collections fees are based on effort and resource allocation, not results. Credits may only be issued where Company fails to perform the Services due to its own error, system failure, or breach of these Terms. To request a credit review, Client must submit a written request within ten (10) calendar days of discovering the alleged failure, including: (i) Account number(s); (ii) description of the failure; (iii) date(s) of failure; and (iv) supporting documentation. All credit determinations are at Company’s sole discretion and are final.
PAID PRIOR ACCOUNTS AND ACCOUNTS PLACED IN ERROR. Client acknowledges and agrees that if Client places an Account into Flat-Fee Collections that: (i) was already paid prior to placement; (ii) was placed in error; (iii) was already settled; or (iv) should not have been placed for any other reason, Company shall have no obligation to issue credits, refunds, or reimbursements of any kind. The Flat-Fee Collections credit for such Account shall be deemed fully consumed and non-recoverable. It is Client’s sole responsibility to verify the accuracy and eligibility of all Accounts prior to placement into Flat-Fee Collections.
All Accounts must meet the eligibility criteria in Section 4 to qualify for Flat-Fee Collections.
DISCLAIMER - EFFORT-BASED SERVICE. FLAT-FEE COLLECTIONS IS AN EFFORT-BASED SERVICE, NOT A RESULTS-BASED SERVICE. COMPANY MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING COLLECTION OUTCOMES, PAYMENT AMOUNTS, OR SUCCESS RATES. COMPANY’S OBLIGATION IS LIMITED TO PERFORMING THE WORKFLOW ACTIVITIES DESCRIBED IN SECTION 4 IN COMPLIANCE WITH APPLICABLE LAW. COLLECTION OUTCOMES ARE AFFECTED BY FACTORS OUTSIDE COMPANY’S CONTROL, INCLUDING DEBTOR FINANCIAL CONDITION, WILLINGNESS TO PAY, LEGAL RESTRICTIONS, AND THE QUALITY OF ACCOUNT INFORMATION PROVIDED BY CLIENT.
Section 7 – Automatic Transition to Contingency Collections
Upon completion of the 60-day Flat-Fee Collections workflow, any unpaid Account will automatically transition to Contingency Collections under Section 8. US Consumer Accounts under one (1) year delinquent will be subject to the Discounted contingency fee rate. All other Account types will be subject to the applicable Standard rates. By purchasing a Flat-Fee package, Client acknowledges and agrees to these rates.
Client may opt out of automatic transition by providing written notice to Company within five (5) business days of receiving the transition notification. Failure to opt out within this period constitutes acceptance of Contingency Collections terms. If Client opts out, the Account will be closed and returned with no further collection activity.
Flat-Fee Collections is optional and at Client’s discretion, subject to the eligibility requirements in Section 4. Client may place Accounts directly into Contingency Collections without first using Flat-Fee Collections. Fees paid under Flat-Fee Collections are separate from and are not credited toward fees under Contingency Collections.
Section 8 – Contingency Collections
Under Contingency Collections, Company will collect on Accounts on a contingency basis and receive the fees set out in (Contingency Fee Schedule), available at Contingency Fee Schedule | Cedar and incorporated into this Agreement by reference, on all amounts recovered. Company will continue collection efforts until it determines, in its sole discretion, that its efforts are exhausted or the Account should be closed, or until Client removes the Account from Contingency Collections.
Direct Contingency Placement Activation Fee. Clients placing Accounts directly into Contingency Collections without first using Flat-Fee Collections must pay a one-time, non-refundable activation fee of $750.00, assessed once per Client and payable prior to any Account placement. This fee: (i) activates Client’s access to direct Contingency Collections; and (ii) entitles Client to the Discounted rate of 30% on US Consumer Accounts under one (1) year delinquent, in lieu of the standard rate of 35% as set forth in (Contingency Fee Schedule). Rates apply to all other Account types regardless of payment of this fee. Accounts transitioning automatically from Flat-Fee Collections under Section 7 are not subject to this fee but are separately entitled to the 30% Discounted rate.
Note: Flat-Fee Collections apply only to eligible domestic accounts. Commercial accounts and international accounts are not eligible for Flat-Fee Collections and must be placed under Contingency Collections as described in this Section.
Section 9 – Remittance; Compensation; Fees Applied to Contingency Collections
9.1 Remittances
Deposits. Company shall deposit funds received daily into a general Client Trust Account at an FDIC-insured institution. Client authorizes Company to endorse and deposit any checks, drafts, or negotiable instruments received in payment of a referred Account in connection with Company’s Services.
Remit Date. Company shall remit to Client the net amount collected, less its Fee, on or before the 20th day of each month. Collection activity and statements will be available on Client Portal. Company will not be liable for remittance delays caused by circumstances beyond its control, provided it promptly notifies Client and remits funds as soon as reasonably possible.
Payment Processing. Remittances will be processed primarily via ACH through third-party payment providers. All bank, wire transfer, or courier fees are Client’s responsibility. Company may deduct any amounts owed to it from Client’s remittance. Client shall complete all required remittance information forms and agrees to hold Company harmless from claims related to electronic remittance transfers.
9.2 Compensation
Fees. Company shall receive the Contingency Fees set out in Exhibit B (Contingency Fee Schedule) on all amounts collected on Accounts, regardless of the source of payment and whether paid directly to Company or to Client. Company is also entitled to its Fees where Client waives any portion of a Balance, accepts non-monetary compensation, or provides value of any kind to an Accountholder. Where Client receives the return of merchandise or goods on any Account placed with Company, Company shall charge, and Client shall pay, one half (1/2) of the applicable Fees.
The applicable Contingency Fee rate shall be determined based on the Account’s characteristics as of the date of placement with Company, and shall not be affected by any subsequent changes occurring after such date.
Merchant Processing Fees. Any credit card, debit card, or other payment processing fees incurred by Company on an Accountholder’s payment will be deducted from Client’s remittance.
Net Remittances. Fees shall be netted from monies received by the Company prior to remittance by Company to Client. Should the Company not be in receipt of sufficient monies to deduct its Fees due to Direct Payments or otherwise, it will submit an invoice to Client for payment. All such invoices shall be subject to the payment terms and late interest charges as set forth in the Billing and Payment section of this Agreement.
Company may deduct any amounts owed to it by Client from any amounts otherwise payable to Client under this Agreement.
Taxes. Client is responsible for all applicable national, state, or local taxes, tariffs, duties, or assessments arising from transactions under this Agreement, and shall pay or reimburse Company for any such amounts Company is required to collect or remit.
Billing and Payment. Unless other billing and payment terms are provided for in Addendums or Schedules, the Company shall prepare and submit invoices to the Client via email or electronically for all Services performed and Expenses incurred monthly. Client will pay invoices in U.S. dollars within fifteen (15) Calendar days of the date of Company’s invoice. Payments due hereunder must be made by wire transfer, certified check, bank check or such other method as may be agreed upon by the Company. Client shall have no right of offset or withholding under this Agreement. Any amounts not paid by Client when due to Company shall be subject to interest charges, from the date due until paid, at the rate of 1.75% per month, or the highest interest rate allowable by Law (whichever is less), payable monthly. If any amounts due to Company from Client becomes past due for any reason, Company may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Company’s obligations under this Agreement.
Section 10 – Pre-Paid Account Payments
If Client notifies Company of a paid prior Account within thirty (30) calendar days of Company’s initial notification to the Accountholder, Company is entitled to fifty percent (50%) of the applicable Contingency Fee. If Client fails to notify within thirty (30) calendar days, Company is entitled to one hundred percent (100%) of the Contingency Fee. This provision does not apply to Accounts placed under Flat-Fee Collections.
Section 11 – Additional Services Offerings and Charges
Client may purchase additional services not covered under this Agreement, such as custom reports or API integrations. All additional work will be billed at the rates specified in (Ancillary Services Fee Schedule), available at Contingency Fee Schedule | Cedar
Section 12 – Performance of Services and Our Authority as your Collections Agent.
Company reserves the right to use third parties to perform some or all of the Services and to change the personnel handling Client’s Accounts at any time. Client is engaging Company as a whole, not any specific employee or agent. Any change in personnel does not entitle Client to a reduction in fees, pause, or cancellation of Services.
By engaging Company, Client authorizes Company to enter into payment arrangements with Accountholders, subject to Client’s approval. Client irrevocably waives and releases Company and its agents from all losses, claims, damages, or liabilities arising from agreements entered into with Accountholders within the scope of Company’s payment authorization.
At all times, Company shall perform the Services in accordance with these Terms and all applicable laws, rules, and regulations.
Section 13 – Limited Exclusivity.
Each Account placed with Company is exclusive to Company for the duration of the collection engagement. No third party shall simultaneously collect on any Account referred to Company.
If Client or any third party causes payment on an Account currently being collected by Company, Company remains entitled to its full Fees on that Account, and Client agrees to pay all such Fees.
Section 14 – Company Responsibilities, Warranties, and Representations.
Company may review Accounts and Account Information before accepting them for servicing and retains sole discretion to decline any Account. Company may close Accounts where there is any indication of identity theft, fraud, bankruptcy, a deceased Accountholder, or where the Accountholder is known to be litigious. For approved Accounts, Company will attempt to recover outstanding Balances owed to Client.
Company may, at its discretion, report delinquent Balances to credit bureaus in compliance with applicable law. Where Company determines an Account is suitable for legal collections, it will seek Client’s written authorization before initiating legal proceedings. Separate fees and expenses apply to legal collections.
Company has no obligation to file claims on bankruptcy or deceased Accountholder Accounts and may close and update such Accounts accordingly. It is Client’s sole responsibility to file any claim to preserve its rights. Client may request Company in writing to prepare and file a proof of claim on Client’s behalf for Accountholders who filed for bankruptcy in the United States.
Company is not obligated to renew or reassign any judgment Account, or to file any substitution of attorney on any such Account.
Company may utilize its network of licensed affiliates, partners, attorneys, and other professionals (the "Network") to perform Services, including scrubs, skip tracing, and asset searches. Services may be performed at Company’s headquarters and at the offices of its Network.
Account Closure and Return. Company will close and return Accounts at Client’s written request, subject to Company’s right to Compensation on all such Accounts, except where the Accountholder is bankrupt or deceased and Client receives no payment. Company is not entitled to Compensation for Accounts it closes at its own discretion without any associated payment or adjustment. Closure takes effect only upon Company’s written confirmation to Client. Accounts under an active payment plan or promise-to-pay will remain open until obligations are fulfilled. If Client requests early closure of such Accounts, Client shall pay Company the full Fees that would have accrued had the payment plan or promise-to-pay been completed.
Section 15 – Client Responsibilities, Representations, and Warranties
Client warrants and represents that: (1) all Accounts are legally supported by contracts, invoices, and documentation maintained in the ordinary course of business; (2) no Account referred is currently being collected by another entity; and (3) all Account Balances, including any interest, fees, and collection costs, comply with all applicable federal and state laws and regulations.
Client agrees that all Account referrals will be made in compliance with all applicable federal, state, and local laws, and that all debts referred are legally valid, due, and not barred by any applicable statute of limitations.
Client represents and warrants that, to the extent commercially feasible, all Account Information provided to Company is accurate, complete, and current.
Client must notify Company of all Direct Payments within one (1) Business Day of receipt and shall credit Company accordingly. Failure to report a Direct Payment within this period constitutes a material breach of these Terms.
Client authorizes Company to deduct from future Remittances all Contingency Fees and other amounts owed to Company in connection with the Services.
Client shall notify Company within two (2) Business Days of any Account dispute, including where an Accountholder has sued Client, is represented by counsel, issued a cease-and-desist directive, filed for or been discharged in bankruptcy, or made any full or partial payment.
Client agrees to indemnify and hold Company harmless from any penalties, fines, losses, damages, liabilities, costs, and attorney fees arising from inaccurate information provided by Client or any breach of Client’s obligations under these Terms.
Client may use information received from Company only in connection with the performance of its obligations under these Terms and for no other purpose.
Each Party agrees that during and after the term of these Terms, neither Party shall make any disparaging or defamatory statements about the other Party, its affiliates, attorneys, or employees in any media or forum. "Disparaging" includes any comments that could harm the other Party’s reputation or business. This clause survives the termination of these Terms. Breaching this clause may cause irreparable harm to Company, entitling it to seek injunctive relief or other remedies.
Client represents and warrants that it is not under investigation by any regulatory or government authority in connection with its business or the transactions contemplated by these Terms.
If Client is not an individual, Client represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; (ii) it has full power and authority to enter into these Terms; and (iii) the signatory has full authority to bind Client and has had the opportunity to consult with counsel before signing.
The execution and performance of these Terms by Client will not result in a breach of or default under any charter provision, bylaw, agreement, order, or applicable law.
Section 16 – Third-Party Services.
All attorneys, law firms, and other third parties engaged by Company to perform Services (including legal collections, bankruptcy searches, skip tracing, and location services) are independent contractors and cannot bind Company by their actions or inactions.
Section 17 – General Disclaimers.
THE SERVICES ARE PROVIDED TO CLIENT ON AN AS-IS BASIS.
COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR RESULTS TO BE DERIVED FROM THE SERVICES. COMPANY SHALL NOT BE LIABLE FOR ANY SERVICES, WORK PRODUCT, OR DELIVERABLES PROVIDED BY THIRD-PARTY VENDORS.
WE DO NOT AND CANNOT GUARANTEE PERFECT AVAILABILITY OF OUR WEBSITE, YOUR CLIENT ACCOUNT, OR OUR SERVICES, WHICH MAY BE INACCESSIBLE, IN FULL OR IN PART, FROM TIME TO TIME. SCHEDULED MAINTENANCE, SOFTWARE UPDATES, TECHNICAL ISSUES, OR OTHER OPERATIONAL REQUIREMENTS MAY CAUSE OUR WEBSITE OR SERVICES BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME. BY USING OUR WEBSITE OR OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT TEMPORARY INTERRUPTIONS IN THE AVAILABILITY OF ONLINE PLATFORMS ARE AN INHERENT ASPECT OF INTERNET-BASED SERVICES AND SHALL NOT CONSTITUTE A BREACH OF THESE TERMS. YOU WILL NOT HAVE UNINTERRUPTED USE OF OUR SERVICES, WEBSITE, OR YOUR CLIENT ACCOUNT. WE EXPRESSLY DISCLAIM ANY LIABILITY FOR LOSS OR DAMAGE SUSTAINED BY YOU AS A RESULT OF USING OUR WEBSITE OR OUR SERVICES.
GRANT COMPANY THE RIGHT TO USE YOUR NAME AND/OR LOGO FOR MARKETING AND PROMOTIONAL PURPOSES. PLEASE READ THESE TERMS CAREFULLY BEFORE SIGNING UP FOR OUR SERVICES.
Section 18 – Financial and Legal Disclaimers.
Nothing provided by Company, including through our website or Services, constitutes professional tax, financial, or legal advice. Company is not a tax advisor, financial advisor, attorney, or law firm. Any recommendations made by Company are general in nature and are not a substitute for professional advice.
Section 19 – Mutual Indemnification.
Both Parties agree to indemnify, defend, and hold harmless each other and their respective affiliates, partners, attorneys, and other professionals (collectively, the "Indemnified Parties") from and against all liability, costs (including attorneys’ fees), and claims arising from:
- (i) Any breach or alleged breach of these Terms.
- (ii) Submission of inaccurate information.
- (iii) Infringement of the other party’s rights.
- (iv) Damage to third parties or violation of law caused by any other Party.
- (v) Actions filed against any Indemnified Party related to the Services, alleging violations of laws and/or regulations governing either party’s business.
- (vi) Events of Default.
- (vii) Negligence or willful misconduct.
In circumstances warranting indemnification, the Parties shall consult to afford the responsible Party a reasonable opportunity to resolve any third-party claims. Settlement of any claim requires prior written consent from both Parties, not to be unreasonably withheld. The responsible Party may assume and control the defense and settlement of any such claim, with the obligation to cover all associated expenses. Prompt written notice of any indemnification request shall be provided and all Parties shall cooperate fully in the defense or disposition of any claim.
Section 20 – Limitation of Liability.
IN NO EVENT SHALL COMPANY BE LIABLE UNDER THESE TERMS FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF THIS SECTION IS FOUND UNLAWFUL OR UNENFORCEABLE, COMPANY’S MAXIMUM LIABILITY SHALL NOT EXCEED THE TOTAL COMPENSATION PAID BY CLIENT TO COMPANY IN THE THREE (3) MONTHS PRECEDING THE DATE OF THE CLAIMED LOSS.
NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
Section 21 – Confidentiality.
"Confidential Information" means any non-public information of a Party, including business plans, products, technical data, documentation, contracts, know-how, product plans, business methods, services, data, customers, markets, financial information, designs, drawings, algorithms, and formulas. Information exchanged during the Term shall be subject to this Confidentiality clause.
The period during which such information must be kept confidential shall be five (5) years from the date of disclosure. Each Party shall keep the other Party’s Confidential Information confidential and shall not disclose it except to directors, officers, employees, and agents who: (i) reasonably need to know such information; and (ii) have been informed of their obligation to maintain its confidentiality.
Each Party represents that it has authority to share its Confidential Information with the other and agrees not to use the other Party’s Confidential Information except for the purposes set forth in these Terms.
Each Party shall protect the other’s Confidential Information with at least the same care it uses for its own confidential information, and in any event no less than reasonable care.
The receiving Party shall notify the disclosing Party within one (1) Business Day of learning of any unauthorized possession, use, or disclosure of Confidential Information and shall cooperate, at the disclosing Party’s expense, in any litigation to protect the disclosing Party’s rights.
Neither Party shall disclose the terms of these Terms to any third party, except to its professional advisers or to potential investors or acquirers, provided such third party is bound by confidentiality obligations at least as strict as those in this Section.
The confidentiality obligations in this Section do not apply to information that: (i) is or becomes publicly available through no fault of the recipient; (ii) is rightfully received from a third party without confidentiality restrictions; (iii) was already in the recipient’s possession without confidentiality obligations at the time of disclosure; (iv) is independently developed by the recipient; or (v) is approved for release by the disclosing Party.
Either Party may disclose Confidential Information to the extent required by court order or applicable law, provided the disclosing Party gives prior written notice to the other Party and makes reasonable efforts to obtain a protective order. Disclosure may also be made in court filings as required to establish a Party’s rights under these Terms.
Section 22 – Work Product and Intellectual Property Rights.
All Company owned or licensed software necessary to perform the Services, including Client Portal, shall be "Company Software". As between the Parties, Company retains all rights, Title, and interest in and to the Company Software.
Company grants Client a non-exclusive, non-transferable, revocable, royalty-free license during the Term to use Company Software solely for the purpose of the Services. This license may be terminated by Company at any time upon written notice to Client.
Client shall comply with all use and non-disclosure restrictions applicable to the Company Software and shall use the Company Software in compliance with all applicable use restrictions.
Client is solely responsible for obtaining, installing, operating, and maintaining Company Software at its own expense. Client shall not reproduce, reverse engineer, decompile, deconstruct, copyright, patent, or do any act that may have an adverse impact on the Company Software or any intellectual property rights therein.
This is not a work-for-hire agreement. All deliverables, intellectual property, and work product created under this Agreement, including pre-existing works, derivative works, Company Software, and any developments made during the Services, shall remain the sole property of Company. Company’s trademarks, trade names, logos, copyrights, and know-how (collectively, "Company Marks") are Company’s sole and exclusive property. Client does not have, and will not acquire, any license or right to use Company Marks except as expressly license herein.
Section 23 – Term and Termination.
These Terms are effective for an initial term of one (1) year from the Effective Date and will automatically renew for successive one-year periods unless either Party provides at least thirty (30) days’ written notice of non-renewal before the end of the then-current term. Oral termination is not effective. Individual service periods operate independently: Flat-Fee Collections run on a 60-day workflow per Account; Contingency Collections continue until Account resolution or termination of these Terms.
These Terms may be terminated by either Party: (1) upon a material breach not cured within ten (10) days of written notice; (2) upon an Event of Default not cured within ten (10) days of written notice; or (3) upon the other Party’s bankruptcy, insolvency, or assignment for the benefit of creditors. Events of Default include: (i) failure to deliver payments within five (5) Business Days of notice; (ii) failure to remedy a material breach within ten (10) days of written notice; (iii) failure to cure a breach of representation or warranty within ten (10) days of notice; (iv) filing for bankruptcy or making a general assignment for the benefit of creditors; or (v) Client being found guilty of a crime or violating applicable laws that directly or indirectly impact referred Accounts.
Upon termination, Company shall promptly cease all collection activity and close and return all Accounts to Client, unless otherwise agreed. If termination is not due to Company’s material breach, Company may retain Accounts with active payment plans, ongoing payments, or those under litigation or judgment.
Client may elect to immediately close all Accounts under active payment plans or promises-to-pay upon termination but must promptly compensate Company for the full amount it would have received had such payment plans or promises been completed.
Termination does not relieve either Party of obligations accrued prior to the termination date or those intended to survive termination. Upon termination, Client shall pay Company all Fees due on amounts collected prior to the termination date.
Section 24 – Miscellaneous.
Relationships of the Parties. The Parties are independent contractors. Nothing in these Terms shall be construed to create an employment relationship, partnership, joint venture, or any fiduciary relationship between the Parties or between one Party and the other Party’s employees or agents.
Client has no authority to bind Company, incur liabilities on Company’s behalf, or make any representations or commitments on behalf of Company. These Terms shall not be construed as granting either Party any right, power, or authority to create duties or obligations on behalf of the other Party.
Non-Solicitation. During the term of these Terms and for two (2) years following expiration or termination, Client agrees not to directly solicit or induce any Company employee, contractor, or agent involved in the performance of the Services to consider or accept employment with Client.
Force Majeure. Neither Party shall be liable for any failure or delay in performance (excluding payment obligations and time-sensitive notification and reporting obligations under these Terms) caused by events beyond its reasonable control, including war, fires, floods, earthquakes, telecommunications failures, electrical outages, network failures, governmental regulations, strikes, terrorism, pandemics, or other acts of God. Each Party shall notify the other within five (5) business days of the occurrence of any such event. Any suspension of performance shall continue only for the duration of the force majeure event, and the affected Party shall resume full performance as soon as reasonably practicable thereafter.
Assignment. These Terms bind the Parties and their successors and assigns. Company may assign these Terms without Client’s consent. Client may not assign these Terms without Company’s prior written consent. Assignments in connection with a merger, sale of all or substantially all of a Party’s assets, or corporate reorganization are permitted by either Party. Any purported assignment in violation of this provision is void.
Modification. Client may not unilaterally modify these Terms without the express written consent of Company.
Severability. If any provision of these Terms is found invalid, illegal, or unenforceable, it shall be amended to conform with applicable law to the extent possible while reflecting the Parties’ intent. If no such amendment is possible, the invalid provision shall be stricken, and the remaining Terms shall continue in full force and effect.
Survival. Any provision of these Terms that by its nature should survive termination or expiration shall do so, regardless of the cause of termination.
Governing Law and Jurisdiction. These Terms are governed by the laws of the State of California, without regard to its conflict of law provisions. All disputes shall be brought exclusively in the state or federal courts located in Los Angeles County, California.
Each Party hereby knowingly, voluntarily, and intentionally waives, to the fullest extent permitted by applicable law, the right to trial by jury in any legal proceeding arising out of or relating to these Terms or the transactions contemplated hereby.
CLASS ACTION WAIVER. To the fullest extent permitted by applicable law, the Parties agree not to bring any disputes between each other on a collective or class basis; rather, the Parties agree to bring such disputes on an individual basis only.
Attorney’s Fees. The prevailing Party in any action to enforce these Terms or recover amounts owed hereunder shall be entitled to recover its reasonable attorney’s fees in addition to any other relief to which it may be entitled.
Remedies. Company may seek all remedies available at law or in equity, including injunctive relief and specific performance, to enforce these Terms.
No Construction and Entire Agreement. These Terms shall not be construed for or against any particular Party. No Party shall be deemed the drafter of these Terms for purposes of construction. These Terms, together with all attached addenda, exhibits, and the Fee Schedules comprising the Flat-Fee Collections Pricing Schedule, the Contingency Fee, and (Ancillary Services Fee Schedule), each incorporated herein by reference of Link, constitute the entire agreement between the Parties with respect to their subject matter and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral.
By signing below, each signatory represents and warrants that they have read and understood these Terms in their entirety, that they are duly authorized to execute this Agreement on behalf of the Party indicated, and that their signature binds such Party to all terms and conditions set forth herein.
