Indepayment.com and Indepayment.ai Debt Servicing Agreement and Terms of Use

Last Updated 7-11-23

This Debt Servicing Agreement and Terms of Use (“Agreement”) is made and entered into as of today between you (“You”) and Indepayment.com, LLC (the operator of Indepyament.ai) hereinafter "INDEPAYMENT" or “Servicer”. Indepayment.com LLC operates the content and applications found at Indepayment.com and Indepayment.ai (collectively the “Site”).  You are the owner of certain unpaid commercial accounts receivable ("Account" or "Accounts") which YOU wish to place with INDEPAYMENT for Servicing, as defined by Article 2, below. 

You are the owner of certain unpaid commercial or consumer accounts receivable ("Account" or "Accounts") which YOU wish to place with INDEPAYMENT for Servicing, as defined by Article 2, below.   IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING INDEPAYMENT.COM and INDEPAYMENT.AI AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert You about any changes by updating the “Last updated” date of these Terms of Use. You waive any right to receive specific notice of each such change but we will make commercially reasonable efforts to inform You of any changes. Please ensure that You check the applicable Terms every time You use our Site so that You understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

NOW, THEREFORE, the parties, in consideration of the terms, conditions and promises set forth herein, agree as follows: 

Article 1: WHAT YOU ARE COMMITTING TO 

1.1. That YOU are authorized to enter into this Agreement and YOU warrant and represent that nothing in this Agreement shall be in violation of any other Agreement between YOU and any other party.

1.2. That the Account represents a bona fide debt owed to You and are legally entitled to recover the amounts due and owing on each Account. You Verify that the information provided by YOU in the AI Demand Letter Generator is accurate.  

1.3. In connection with the Services hereunder, INDEPAYMENT is authorized to discount the debt as You indicated on the AI Demand Letter Generator. You are aware that as per Article 3, below, INDEPAYMENT will be paid a servicing fee equal to 10% of the amount collected.

1.4. That In the event YOU learn that a debtor files or is the subject of a bankruptcy petition under any applicable Chapter of the United States Bankruptcy Code or seeks relief from creditors under any state law, YOU shall immediately notify INDEPAYMENT of such development.

1.5 By using the Site and the Services, You represent and warrant that: (1) all information You submit will be true, accurate, current, and complete; (2) You will maintain the accuracy of such information and promptly update such registration information as necessary; (3) You have the legal capacity and You agree to comply with this Agreement; (4) You are not under the age of 13; (5) You are not a minor in the jurisdiction in which You reside; (6) You will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (7) You will not use the Site or the Services for any illegal or unauthorized purpose; and (8) your use of the Site  or the Services will not violate any applicable law or regulation

Article 2: WHAT INDEPAYMENT DOES

2.1 INDEPAYMENT’s services are as follows (“Services”): If You verified that this is a commercial account, INDEPAYMENT will (1) notify debtor that the Account is being serviced by INDEPAYMENT; (2) attempt to collect the Account; (3) place the debtor into the Large Credit Model.

Article 3: HOW EVERYONE IS PAID

3.1. Within 5 business days of an Account being collected upon, INDEPAYMENT shall notify You of the collection. 

3.2. All money remitted to INDEPAYMENT by debtors on Accounts shall be remitted to YOU within 7 business days of receipt by INDEPAYMENT less a servicing fee equal to 10% of the amount collected by INDEPAYMENT. INDEPAYMENT may, at its discretion, pay any costs associated with the collection. If we do so, INDEPAYMENT shall be repaid the costs it paid from first monies recovered. Recovery of all costs shall be contingent on recovery, and INDEPAYMENT shall not require YOU to repay these monies back if no recovery. 

3.3. It is possible that a debtor will remit payment directly to YOU during the term of this agreement. In the event that payment is remitted directly to You, You shall report to INDEPAYMENT regarding any payments made directly to You within 5 business days. INDEPAYMENT shall receive and be paid its service fee of 10% of the amount collected.

Article 4: LARGE CREDIT MODEL

4.1 For Accounts that are commercial debts, INDEPAYMENT will enter the debt into the Large Credit Model. You agree that the Large Credit Model may be used by other credit providers, such as freelancers and independent workers who may work with the debtor in the future. You are solely responsible for any false information entered into the Large Credit Model.  Such false entries are subject to the Indemnification provisions, below. 

Article 6: GENERAL

6.1 INDEPAYMENT and YOU agree to abide by all applicable federal and state laws in the performance of this Agreement. Understanding that the Federal Fair Debt Collection Practices Act ("FDCPA"), and applicable state law, contain subjective legal standards that prohibit collection conduct that rises to the level of deceit or harassment, INDEPAYMENT is performing services not intended to be subject to FDCPA.  

6.2 This Agreement shall be governed and construed in accordance with the laws of the State of New York. Any legal action or proceeding with respect to this Agreement shall be brought in the Supreme Court of the State of New York, County of New York, in the State of New York and by use of INDEPAYMENT each party hereto hereby consents, for itself, any of its officers, directors and employees and in respect of its property, to the exclusive jurisdiction of those courts.

6.3 INDEPAYMENT has implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, INDEPAYMENT cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that You provide your personal information at your own risk.

6.4 Indemnity. You will indemnify, defend and hold INDEPAYMENT harmless (and our past, present, and future employees, managers, officers, members, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (b) your wrongful or improper use of INDPAYMENT; (c) your violation of any law, rule or regulation of the United States or any other country; (d) any action related to your use of the Large Credit Model.

6.5 Limitation of liability and damages. To the maximum extent permitted by applicable law, in no event shall INDEPAYMENT (or its affiliates, agents, managers, officers, members and employees) be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, inability to use, or unavailability of INDEPAYMENT. Under no circumstances will INDEPAYMENT be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service. To the maximum extent permitted by applicable law, INDEPAYMENT (and its affiliates, agents, managers, officers, members, and employees) assume no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of INDEPAYMENT; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service; and/or (vii) user content or the defamatory, offensive, or illegal conduct of any third party. In no event shall INDEPAYMENT (or its respective affiliates, agents, managers, officers, members, and employees) be liable to You for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount of fees earned by us in connection with your use of the Service during the three (3) month period immediately preceding the event giving rise to the claim for liability. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if INDEPAYMENT has been advised of the possibility of such damage. the foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

6.6. Intellectual Property: Unless otherwise indicated, the Site is INDEPAYMENT’s proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. No part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

6.7 Severability: If any provision or part of a provision of this Agreement is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

6.8 Relationship: There is no joint venture, partnership, employment or agency relationship created between You and INDEPAYMENT as a result of this Agreement or use of the Site or the Services. You agree that this Agreement will not be construed against INDEPAYMENT  by virtue of having drafted them. You hereby waive any and all defenses You may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement. 

Article 7: TERM AND TERMINATION

7.1 These Terms of Use shall remain in full force and effect while You use the Site or Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR SERVICES OR DELETE YOUR DEBT FROM THE LARGE CREDIT MODEL IN OUR SOLE DISCRETION.

Article 8: DISPUTE RESOLUTION

8.1 Informal Negotiations: To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each "Dispute" and collectively, the “Disputes”) brought by either You or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least one hundred eighty (180) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

8.2 Binding Arbitration: If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in New York, New York. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.  If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in New York, New York, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms of Use.  IN ANY CASE AGAINST US, YOU GIVE UP YOUR RIGHT TO TRIAL BY JURY OF ANY CLAIM YOU MAY HAVE. A JURY WILL NOT BE THE FACT FINDER IN ANY DISPUTE. In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court, AND IN ANY CASE AGAINST US IN COURT, YOU GIVE UP YOUR RIGHT TO TRIAL BY JURY OF ANY CLAIM YOU MAY HAVE. 

8.3 Restrictions: The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures and You may not join with any other person to bring a collective or class arbitration or suit of any type; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons and are not permitted to serve in a representative capacity in any such suit or arbitration. 

8.4 Exceptions to Informal Negotiations and Arbitration: The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Article 9: DISCLAIMER

9.1 THE SITE AND SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND REGULATORY COMPLIANCE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S OR SERVICES CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE or SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY, FINANCIAL, ECONOMIC, OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE OR SERVICES, INCLUDING THE LARGE CREDIT MODEL; (7) DATA BREACH OR DATA LOSS. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Article 10: ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

10.1 Visiting the Site or using the Service, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and You agree that all agreements, notices, disclosures, and other communications we provide to You electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Article 11:  USE OF AI

The Site and Services uses artificial intelligence (“AI)”. We do not assume any liability for the content, actions, or consequences arising from AI interactions. We do not endorse, control, or guarantee the accuracy, legality, or safety of such AI. Use of AI is at your own risk, and we disclaim any liability for any loss or damage resulting from such use of AI. AI is an emerging and evolving technology, and its responses may not always be accurate, complete, or appropriate. You should be aware that AI may not fully understand or appropriately respond to certain queries or situations. We do not assume liability for any errors, omissions, or consequences resulting from the use of AI-generated responses. We reserve the right to monitor, review, and remove content or terminate any AI generated content at our discretion. The sites, including AI-generated responses, are not intended to provide legal, financial, medical, or any other professional advice. 

Article 12: ADDITIONAL RESTRICTIONS 

In addition to any other restrictions set forth in this Agreement, You may not (a) lease, lend, sell, redistribute or sublicense any part of the Site or Services, (b) copy, modify, distribute, publicly perform or display, reverse engineer, disassemble, modify, or create derivative works of the Site or Services or related or implemented technology, (c) try to get around any technological measure designed to protect the Site or the Services or any technology associated with the Site or the Services; (d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any Site source code, in whole or in part (unless a portion of code contained within the Site is released as open source and the open source license governing such code expressly permits reverse engineering, copying or other modification), (e) use the Site or Services to create malicious or abusive content; or (f) use the Site (or any part thereof or any technology contained therein) or the Services in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable laws.