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Client Portal Terms of Service

Terms of Use

***Last updated 02/27/2020***

Welcome to the Debt Pay Gateway Client Portal. You (“User“, “Client“, “You“, or “Your“) have successfully opened an account (the “Account“) with Debt Pay Gateway, Inc. (“Debt Pay Gateway“, “We“, “Us“, “Our“, or “Ourselves“) pursuant to the terms and conditions set forth in Your written Custodial Account Agreement (the “Account Agreement“) that You have just executed. As set forth in the Account Agreement, Debt Pay Gateway will provide You with dedicated account and transaction management services (the “Services“) which will allow deposits and disbursements to be made to and from Your Account, as instructed by You or Your debt relief service provider (Your “Relief Provider“), in furtherance of the debt relief program that You have developed with Your Relief Provider (Your “Program“). You hereby acknowledge and understand that Debt Pay Gateway does not take any part in the development of Your Program, the negotiation of settlement agreements (the “Settlements“) between You and Your creditors (“Creditor(s)“), and is not a Party to any agreements between You and Your Relief Provider.

Debt Pay Gateway has certain rights to an online software application through which You and Your Relief Provider are able to access information concerning the Services and Your Account, including but not limited to the funds being deposited or disbursed into or from Your Account (the “Client Portal“). These Terms of Use (the “Terms” or “Agreement“) govern Your use of the Client Portal and any other media form, media channel, website, software, or any other application owned, operated, or made available by Debt Pay Gateway. These Terms constitute a legally binding agreement made between You, on the one hand, and Debt Pay Gateway, and its officers, directors, employees, affiliates, and agents, on the other, concerning Your access to and use of the Client Portal. You agree that by accessing the Client Portal, You have read, understood, and agree to be bound by all of these Terms. “Party” or “Parties” shall refer to You and Us singularly or collectively, as applicable.

You hereby acknowledge and agree that: (i) You have received, read, understood the Account Agreement; (ii) You have had sufficient time to consider the terms and conditions set forth in the Account Agreement; and (iii) have knowingly and willingly executed the Account Agreement and opened an Account with Debt Pay Gateway. You further acknowledge and agree nothing in this Agreement shall be construed or interpreted to modify, delete, or in any other way alter the terms and conditions of Your Account Agreement. Should there be any inconsistency between these Terms and the Account Agreement, the Account Agreement shall control.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE CLIENT PORTAL AND YOU MUST DISCONTINUE YOUR USE OF THE CLIENT PORTAL IMMEDIATELY.

New, amended, or supplemental terms and conditions or documents may be posted on the Client Portal from time to time and are hereby expressly incorporated herein by reference. We reserve the right, in Our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert You about any changes by updating the “Last updated” date of these Terms. You hereby waive any right to receive specific notice of each such change. It is Your responsibility to periodically review these Terms to stay informed of any such updates. As set forth in more detail below, You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any amended, revised, or new Terms by Your continued use of the Client Portal after the date such revised Terms are posted.

The information provided on the Client Portal is not intended for distribution to or use by any person or entity other than You and Your Relief Provider, nor is the Client Portal intended to be accessed in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Us to any registration requirement within such jurisdiction or country (“Prohibited Locations“). Accordingly, if You choose to access the Client Portal from such other Prohibited Locations, You do so on Your own initiative and shall bare all risk for any harm resulting from Your use.

USER REGISTRATION

You will be provided with a unique username and password which will permit You to access the Client Portal. You are solely responsible for safeguarding and maintaining the confidentiality of Your username and password. You authorize Debt Pay Gateway to assume that any person using the Client Portal with Your username and password is You. You agree to notify Us immediately if You suspect or become aware of any unauthorized use of Your Account or any unauthorized access to Your password.

You authorize Debt Pay Gateway, directly or through third parties, to make any inquiries We consider necessary to validate or authenticate Your identity or account information. This may include asking You for further information and/or documentation about Your usage of the Client Portal or identity, or requiring You to take steps to confirm Your identity, or Your e-mail address. You understand and hereby agree that We may verify Your information against third-party databases or through other sources. This process is for internal verification purposes.

ACCESS

You hereby acknowledge and agree that Debt Pay Gateway has made no representation or warranty with respect to the functionality or availability of the Client Portal and that all or any portion(s) thereof may be unavailable to You for use either temporarily or permanently without notice. We reserve the right in Our sole discretion, without notice, to suspend Your access to parts of the Client Portal or to change the content, presentation, performance, or functionality thereof. We reserve the right to monitor, edit, and remove any content available on the Client Portal, but do not have any obligation to do so.

You hereby acknowledge and agree that Debt Pay Gateway: (i) may provide Your Relief Provider with access to the Client Portal and to any information concerning You or Your Account that can be accessed through the Client Portal; and (ii) Debt Pay Gateway may provide Your Creditors with access to information contained on the Client Portal through a separate portal designed to provide Creditors with information pertaining to Your identity and payments that You have made to Your Creditors (the “Creditor Portal“).

Should You wish to revoke any of the above access rights, You will need to provide written notice to Debt Pay Gateway at 1900 E Golf Rd., Suite 550, Schaumburg, IL 60173. You acknowledge and agree that should You revoke access rights, Debt Pay Gateway may, in its sole and absolute discretion, (i) suspend or terminate Your use of the Client Portal, (ii) suspend or cease providing the Services to You, or (iii) suspend or close Your Account.

Grant of License.

Subject to the conditions and restrictions of these Terms, Debt Pay Gateway hereby grants to User a non-exclusive, nontransferable royalty-free, right and license (the “License“) to access and use the Client Portal solely for the Approved Use until such time that We terminate, suspend, or otherwise restrict Your use of the Client Portal. “Approved Use” shall mean the conduct, information, or activity, of or provided by You or Your Relief Provider, in furtherance of the development, implementation, or performance of Your Program.

Conditions of License.

Debt Pay Gateway shall retain all right, title and interest, including all intellectual property and other proprietary rights, in and to the Client Portal, or any parts or components thereof, including all derivative works thereof. You acknowledge that Debt Pay Gateway owns or licenses various development tools, routines, subroutines and other programs, data and materials provided with or embedded within the Client Portal that were developed or procured by Debt Pay Gateway prior to, and independent of, the development of the Client Portal (collectively, the “Background Technology“). Debt Pay Gateway retains all right, title and interest, including all intellectual property and other proprietary rights, in the Background Technology. You shall not copy or remove from the Client Portal, or alter, any of Our trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Client Portal.

Restrictions on License.

You shall not, directly or indirectly: (i) disassemble, decompile, or reverse engineer the Client Portal or any improvement made thereto, or in any way attempt to discover or reproduce source code thereof; (ii) make the Client Portal available to any other person or third-party, whether on a time-sharing or service bureau basis, or otherwise attempt to resell to any third-party the right to use the Client Portal; (iii) create any derivative work of the Client Portal; or (iv) use the Client Portal for any illegal or unauthorized purpose, or for any purpose that would violate the Applicable Laws (as defined herein), or any proprietary right of a third-party.

Third-Party Applications.

You shall have access, through the Client Portal, to third-party software, products, applications, or services, and information pertaining to each (“Third-Party Applications“) which may be integrated into, or used in connection with, the Client Portal. Your access to and use of the Third-Party Applications, and any exchange of data between You and the third-party, shall not be warranted or otherwise supported by the Client Portal. You hereby authorize Debt Pay Gateway to permit the Third-Party Applications access to the Client Portal and any content You are permitted to access or view on the Client Portal. You acknowledge and agree that Debt Pay Gateway shall have no responsibility or liability arising from: (i) actions or omissions associated with the Third-Party Applications; or (ii) Your use of the Third-Party Applications. You further agree that You shall abide by any and all terms, conditions, policies, and/or procedures that are distributed by the Third-Party Applications, which are incorporated herein by reference.

Master License Agreements.

You hereby acknowledge that Debt Pay Gateway may have licensed certain aspects of the Client Portal pursuant to a written License Agreement (“Master License Agreement“). Debt Pay Gateway’s rights and continued use of the Client Portal is conditioned upon adherence to the terms and conditions of the Master License Agreement. You understand and agree that these Terms may change to reflect any changes in the Master License Agreement, and that You shall be required to adhere to the terms, conditions, and restrictions set forth in the Master License Agreement.

PROHIBITED ACTIVITIES

You may not access or use the Client Portal for any purpose other than that for which We make the Client Portal available. The Client Portal may not be used in connection with any commercial endeavors except the Approved Use or those activities that are specifically endorsed or approved by Debt Pay Gateway in writing. You may not use the Client Portal in any manner that could damage, disable, overburden, or impair Our servers, the Client Portal, or otherwise interfere with any other party’s use of the Client Portal. You may not attempt to gain unauthorized access to any part of the Client Portal, another user of the Client Portal, computer systems or networks connected to the Client Portal or any other software or application developed and/or published by Debt Pay Gateway, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Client Portal. In connection with using or accessing the Client Portal You will not: (i) systematically retrieve data or other content from the Client Portal to create or compile directly or indirectly, a collection, compilation, or database, without written permission from Us; (ii) make any unauthorized use of the Client Portal, including collecting usernames and/or e-mail addresses of users by electronic or other means for the purpose of sending unsolicited e-mail, or creating user accounts by automated means or under false pretenses; (iii) circumvent, disable, or otherwise interfere with security-related features of the Client Portal, including features that prevent or restrict the use or copying of any Proprietary Content (as defined herein), Confidential Information (as defined herein), or Client Information or enforce limitations on the use of the Client Portal and/or the content contained therein; (iv) engage in unauthorized framing of or linking to the Client Portal; (v) trick, defraud, mislead Us and other users, especially in any attempt to learn sensitive account information such as user passwords; (vi) make improper use of Our support services or submit false reports of abuse or misconduct; (vii) engage in any automated use of the system, such as using scripts, or using any data mining, robots or similar data gathering and extraction tools; (viii) interfere with, disrupt, or create an undue burden on the Client Portal or the networks or services connected to the Client Portal; (ix) attempt to impersonate a Creditor, another user or person or use the username or password of another user; (x) use any information obtained from the Client Portal in order to harass, abuse, or harm another person; (xi) upload or transmit (or attempt to upload or to transmit) viruses, or Trojan horses; (xii) disparage, tarnish, or otherwise harm, in Our opinion, Us, another user of the Client Portal, and/or the Client Portal; (xiii) take any action that may undermine Our feedback or ratings systems; (xiv) distribute or post spam, unsolicited or bulk electronic communications; (xv) infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights which do belong to Us or any third-party; and (xvi) use the Client Portal in a manner inconsistent with any federal, state, or local laws or regulations which are applicable to the existence and use of the Client Portal, Debt Pay Gateway, You, a Creditor(s), a Relief Provider, a Program, or the existence or activities of any of them (“Applicable Laws“).

USER REPRESENTATIONS

By using the Client Portal, You represent and warrant that: (i) You have received, read, and understand these Terms; (ii) You have the legal capacity and You agree to comply with these Terms; (iii) Your performance of these Terms will not violate any Applicable Laws or any other agreement to which You are a party; (iv) Your use of the Client Portal will not violate any Applicable Laws or any other agreement to which You are a party; (v) You are using the Client Portal solely for the Approved Use; (vi) You will not use the Client Portal to defraud or mislead any person or entity or for any other illegal purpose; (vii) all information about, or provided by You, including but not limited to, information concerning Your Relief Provider, Account, and Creditors, will be true, accurate, current and complete; (viii) You will maintain the accuracy of such information and promptly update any information which is or becomes inaccurate immediately as necessary; (ix) You will not access the Client Portal through automated or non-human means, whether through a bot, script or otherwise; (x) You have received, read, and understand the Account Agreement; (xi) You have executed the Account Agreement on Your own volition; and (xii) You have authorized your Relief Provider to access the Client Portal, and all information concerning You contained in the Client Portal.

INTELLECTUAL PROPERTY RIGHTS

Intellectual Property.

The Client Portal and all source code, databases, functionality, software, web designs, audio, video, text, photographs and graphics on the Client Portal (collectively, the “Proprietary 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, foreign jurisdictions, and international conventions. The Proprietary Content and the Marks are provided on the Client Portal “AS IS” / “WHERE IS” for Your information and personal use only. No part of the Client Portal and no Proprietary 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.

Confidential Information.

You acknowledge that, during the course of Your use of the Client Portal, You may have access to certain confidential information in the form of know-how, trade secrets, or proprietary information belonging to Debt Pay Gateway, including but not limited to the Proprietary Content (“Confidential Information“). Confidential Information shall include, without limitation, case management policies and procedures, quality assurance policies and procedures, documentation of processes and software, designs, devices, compilations of information, operational techniques, operating manuals, symbols, service marks, logos, other intellectual property, marketing plans and strategies, research and development, contracts and licenses, licensing techniques and practices, models and strategies, computer software and other computer-related materials, copyrightable material, security controls, including computer system passwords, and other legally-protected information owned by or used by Debt Pay Gateway which are confidential in nature and may include confidential or proprietary information received from third parties.

You acknowledge and agree that maintaining the confidentiality of the Confidential Information is integral to the ongoing operation of Debt Pay Gateway, and that the Confidential Information itself is of significant value to Debt Pay Gateway. In view of the foregoing, You agree to maintain the confidentiality of all Confidential Information and to not, directly or indirectly, disclose, divulge, exploit, or use the Confidential Information in any manner inconsistent with these Terms, for Your own benefit or the benefit of another person, to the exclusion of Debt Pay Gateway. You will additionally take all reasonable precautions to prevent the inadvertent or accidental exposure of the Confidential Information.

CLIENT INFORMATION

You acknowledge and agree that, during the course of Your use of the Creditor Portal, information about You, Your Account, Relief Provider, Program, Creditors, and Settlements (“Information“) will be stored by Debt Pay Gateway, or by third-party vendors or affiliates of Debt Pay Gateway. You acknowledge and agree that You will be responsible for all Information contained in the Client Portal. You hereby authorized Debt Pay Gateway to provide Your Relief Provider, and Your Creditors, or other individuals, businesses, or organizations designated by You or Your Relief Provider, with access to Your Information, whether through the Client Portal, or by other means, applications, or procedures. Debt Pay Gateway shall not be responsible for any inadvertent or accidental exposure of Client Information arising from or caused by the negligence or misconduct of You, Your Relief Provider, or anyone other individual, business, or organization that You permit access to the Client Portal or Information.

Upon the suspension, termination, or closing of Your use of the Client Portal, the Services, or Your Account, You authorize Debt Pay Gateway to maintain a copy of all Your Information.

INFORMATION AND ACCESS MANAGEMENT

We reserve the right, but not the obligation, to Ourselves, or by way of assignment to third parties: (i) to monitor the Client Portal and Information for violations of these Terms; (ii) to remove Information from the Client Portal, or suspend Your access to the Client Portal, if the Information or Your use of the Client Portal, is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or the terms of these Terms; (iii) take appropriate legal action against anyone who, in Our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (iv) in Our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent that is technologically feasible) any of Your Information or any portion thereof; and (v) otherwise manage the Client Portal in a manner designed to protect Our rights and property and to facilitate the proper functioning of the Client Portal.

TERM AND TERMINATION

WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE TO YOU OR CREDITORS, AND WITHOUT ANY LIABILITY, DENY, RESTRICT, SUSPEND, OR TERMINATE YOUR ACCESS TO OR USE OF THE CLIENT PORTAL (INCLUDING BLOCKING CERTAIN IP ADDRESSES), FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF THESE TERMS, ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE CLIENT PORTAL OR DELETE YOUR USERNAME AND PASSWORD, WITHOUT ANY NOTICE OR WARNING.

Upon the termination of Your access to the Client Portal: (i) We have the right to prohibit Your access to the Client Portal, including without limitation by deactivating Your username and password, and to refuse future access to the Client Portal by You; and (ii) all restrictive covenants and conditions set forth herein, including but not limited to, such restrictions regarding Proprietary Content and Confidential Information shall survive the termination of Your use of the Client Portal.

If We terminate or suspend Your access to the Client Portal, You are prohibited from registering and creating a new username and password to access the Client Portal. In addition to terminating or suspending Your use of the Client Portal, We reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents that has or presently exists on the Client Portal at any time or for any reason at Our sole discretion without notice. However, We have no obligation to update any information on Our Client Portal. We also reserve the right to modify or discontinue all or part of the Client Portal without notice at any time. We will not be liable to You or any third-party for any modification, suspension, or discontinuance of the Client Portal.

We cannot guarantee the Client Portal will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Client Portal, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Client Portal at any time or for any reason without notice to You. You agree that We have no liability whatsoever for any loss, damage, or inconvenience caused by Your inability to access or use the Client Portal during any downtime or discontinuance of the Client Portal. Nothing in these Terms will be construed to obligate Us to maintain and support the Client Portal or to supply any corrections, updates, or releases in connection therewith.

CORRECTIONS

There may be information on the Client Portal that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Client Portal at any time, without prior notice.

DISCLAIMER

THE CLIENT PORTAL IS PROVIDED ON AN AS-IS, WHERE-IS, AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE CLIENT PORTAL WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE CLIENT PORTAL AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CLIENT PORTAL OR THE CONTENT LOCATED ON THE CLIENT PORTAL OR ANY WEBSITE PORTALS LINKED TO THE CLIENT PORTAL. WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (II) YOUR INABILITY TO ACCESS THE CLIENT PORTAL, ANY PORTION THEREOF OR ANY RELATED DATA OR INFORMATION; (III) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE CLIENT PORTAL; (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE CLIENT PORTAL; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE CLIENT PORTAL; AND/OR (VII) 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 CLIENT PORTAL.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR ANY LICENSORS, VENDORS, AND/OR OTHER AFFILIATES OF DEBT PAY GATEWAY WHO HAVE DEVELOPED, LICENSED, IMPROVED OR HAVE OTHERWISE ASSISTED US IN THE CONTINUED OPERATION OF THE CLIENT PORTAL (“AFFILIATES“), BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE CLIENT PORTAL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, DEBT PAY GATEWAY AND ITS AFFILIATES’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE ACTUAL ECONOMIC DAMAGES THAT HAVE BEEN SUSTAINED AND SUSTAINED AS A DIRECT AND PROXIMATE RESULT OF SUCH HARM.

INDEMNIFICATION

You agree to defend, indemnify, and hold Debt Pay Gateway harmless, including Our subsidiaries, and all of Our directors, officers, agents, partners, employees, and Affiliates from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, in connection with, arising out of or related to: (I) Your use of the Client Portal; (II) any other person’s use of the Client Portal who is given or gains access to the Client Portal due to Your action or inaction; or (III) breach of these Terms or the representations or warranties set forth herein.

ALTERNATIVE DISPUTE RESOLUTION

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, YOU AGREE TO SUBMIT ALL DISPUTES WITH US WHICH ARISE OUT OF, ARE RELATED TO OR IN CONNECTION WITH THESE TERMS, YOUR USE OF THE CLIENT PORTAL, OR THE SERVICES, TO FINAL AND BINDING ARBITRATION BEFORE JAMS ADR SERVICES (“JAMS“) OR ITS SUCCESSOR IN SAN DIEGO, CALIFORNIA. YOU UNDERSTAND, AND HEREBY ACKNOWLEDGE, THAT THIS AGREEMENT WILL BE PERFORMED IN CALIFORNIA, AND THE SERVICES WILL BE RENDERED FROM SAN DIEGO, CALIFORNIA. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS AGREEMENT TO ARBITRATE SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT. WE, IN ADDITION TO OUR OFFICERS AND DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS AND AFFILIATES, PAST, PRESENT OR FUTURE, ARE TO BE BOUND BY, AND ARE INTENDED TO BE BENEFICIARIES OF, THIS AGREEMENT TO ARBITRATE, AND SHALL HAVE THE SAME RIGHTS AND OBLIGATIONS UNDER THIS ARBITRATION AGREEMENT AS DEBT PAY GATEWAY AND YOU. ANY PARTY MAY COMMENCE THE ARBITRATION PROCESS BY FILING A WRITTEN DEMAND FOR ARBITRATION WITH JAMS IN SAN DIEGO COUNTY, CALIFORNIA, WITH A COPY TO THE OTHER PARTIES NAMED IN THE DEMAND FOR ARBITRATION.

The Rules.

Except as otherwise provided herein, the arbitration shall be conducted in accordance with the JAMS comprehensive arbitration rules and procedures which are in effect at the time of Your execution of these Terms (the “Rules“). Discovery may be taken by the Parties only in the manner prescribed by the Rules. In the discretion of the arbitrator(s), pre-arbitration conferences and hearings may be telephonic. You can find the Rules on JAMS’ website: www.jamsadr.com. You can also obtain copies of the Rules and information concerning current administrative and arbitrator fees by calling JAMS at 800-352-5267 and ADR at 949-863-9800. You should review the Rules, and the arbitration fees which the Parties will be charged. You should also be aware that Rules and the arbitration fees may change from time to time, and that arbitration fees at the time of any dispute may be higher than at the time You agree to these Terms.

The Arbitrator.

The Parties agree that a single arbitrator shall be selected to adjudicate all disputes unless otherwise provided for in these Terms. The selection and replacement of an arbitrator or arbitrators shall be in accordance with the rules of the selected arbitration forum and that each arbitrator shall be a retired judge of either the California superior court or a United States District Court located in California. The arbitrator shall render his or her ruling in accordance with California law. The arbitration shall be final, conclusive and binding on the Parties and the award of the arbitrator(s) shall be enforceable in any court of competent jurisdiction. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims.

The arbitrator shall not have the discretion to commit errors of law or legal reasoning, and any arbitration award may be vacated on appeal to a court of competent jurisdiction, which the Parties acknowledge and agree will provide the right of appellate review outside the forum of arbitration.

Arbitration Fees/Attorney’s Fees.

Each side (i.e, claimant(s) on the one hand and respondent(s) on the other) will share equally in all arbitration organization administrative and arbitrator fee costs. Each Party to the arbitration shall be responsible for their own arbitration fees, attorney’s fees, and costs and the arbitrator shall not have discretion to award the prevailing Party in any such arbitration their attorney’s fees, costs, or portion of arbitration fees.

No Class Certification.

You agree that You may bring claims against Us only on an individual basis and not as a class member in any purported class, or representative or private attorney general action or proceeding. You agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or private attorney general representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding.

If it is determined that the foregoing provision is unenforceable for any reason, and that a Party’s claims may proceed as a class or representative action, then the Parties further agree that all subsequent matters, including but not limited to, issues of class representation, class certification, class notice and a decision on the merits, shall be determined in arbitration before JAMS, as chosen by You, according to the chosen arbitration organization’s rules and applicable procedures, and by an arbitration panel of three arbitrators selected in accordance with the other provisions of these Terms.

Waiver Of Jury.

You acknowledge that You have read and understood the above alternative dispute resolution provision, and that by agreeing to these Terms, You are waiving a trial by jury in any action or proceeding to which You and Debt Pay Gateway may be Parties, arising out of or in any way pertaining to your use of the Client Portal. Your waiver is knowingly, willingly, and voluntarily made and You represent and warrant that no representation of fact or opinion has been made to induce this waiver of trial by jury or to in any way modify or nullify its effect.

Notwithstanding the foregoing, You understand, agree, and acknowledge that, in addition to any other rights or remedies which We may possess, We shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of these Terms by You.

Arbitration Opt Out.

You may opt out of the foregoing arbitration and class action/jury trial waiver provisions of these Terms by notifying Debt Pay Gateway in writing of Your election to opt out within five (5) days of the date You first log on to the Client Portal. To opt out, You must send a written notification to Debt Pay Gateway at 1900 E Golf Rd., Suite 550, Schaumburg, IL 60173 that includes: (a) Your account username; (b) Your legal name; (c) Your mailing address; (d) Your telephone number; (e) Your e-mail address; (f) the Creditor who has authorized Your access to the Client Portal; and (g) a clear statement indicating that You do not wish to resolve claims through arbitration and demonstrating compliance within the five (5)-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions. We reserve the right to restrict or otherwise refuse to permit You access to the Client Portal based upon Your decision to opt out of the above alternative dispute resolution provision.

MISCELLANEOUS

Governing Law.

These Terms and Your use of the Client Portal are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.

Entire Agreement.

These Terms and other documents, including but not limited to, any policies or procedures currently or subsequently published, referenced in or linked to these Terms, which are hereby incorporated herein and made a part hereof by this reference, contain Your and Our entire agreement regarding Your use of the Client Portal, and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between You and Us, written or oral, to the extent they relate in any way to the subject matter hereof.

Force Majeure.

In the event that the performance of the obligations under these Terms are prevented or hindered in consequence of any act of God (including fires, explosions, earthquakes, drought, tidal waves, and floods), war, invasion, rebellion, riot, or acts or threats of terrorism (each, a “Force Majeure Event“), then such performance or obligations shall wholly or partially be suspended during the period and no liability shall accrue or be incurred during such period owing to such circumstances.

Amendments.

DEBT PAY GATEWAY RESERVES THE RIGHT TO CHANGE THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS FROM TIME TO TIME. SUCH CHANGES WILL BECOME EFFECTIVE WHEN DEBT PAY GATEWAY POSTS THE REVISED TERMS OF USE ON THE CLIENT PORTAL OR WHEN DEBT PAY GATEWAY TRANSMITS THE REVISED TERMS TO YOU VIA AN ELECTRONIC COMMUNICATION. YOUR CONTINUED USE OF THE CLIENT PORTAL SUBSEQUENT TO THE POSTING OF ANY REVISIONS TO THESE TERMS MEANS YOU ACCEPT ANY SUCH REVISIONS. ANY MODIFICATIONS TO THESE TERMS SHALL SUPERSEDE ALL PREVIOUS VERSIONS. WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION, ALTER, SUSPEND OR DISCONTINUE ANY ASPECT OF THE CLIENT PORTAL INCLUDING YOUR ACCESS THERETO.

Severability.

In the event that one or more of the provisions, or portions thereof, of these Terms is determined to be illegal or unenforceable, the remainder of these Terms shall not be affected thereby and each remaining provision or portion thereof shall continue to be valid and effective and shall be enforceable to the fullest extent permitted by law. If any part of these Terms or any part of any provision hereof, is adjudicated to be invalid or void, then the remaining provisions shall be executed insofar as the remaining provisions are capable of execution.

Waiver.

The waiver by Your breach of these Terms do not constitute a waiver of any subsequent breach by User.

Relationship.

These Terms and Your use of the Client Portal will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between You and Debt Pay Gateway.

Assignability.

You may not assign these Terms, Your right to access the Client Portal, or any of its rights or obligations hereunder, without Our prior written consent in the form of a written instrument signed by a duly authorized representative of Debt Pay Gateway. Notwithstanding the restriction on assignment, these Terms shall be binding upon, and shall inure to the benefit of the parties hereto and their respective heirs, successors, representatives, and assigns.

Interpretation.

To the maximum extent allowed under Applicable Law, You waive the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party and shall not be employed in the interpretation of these Terms. You understand and agree that these Terms shall be construed fairly as to all parties and not in favor of or against any of the parties, regardless of which Party prepared these Terms, such that the application of California Civil Code Section 1654, providing “[i]n cases of uncertainty not removed by the preceding rules, the language of a contract should be interpreted most strongly against the Party who caused the uncertainty to exist,” (or other comparable law in other jurisdictions) is hereby waived.

Electronic Communications.

You hereby agree that We may provide You communications about Your use of the Client Portal electronically. Communications can include, but shall not be limited to, written communications, documents, notices, agreements, amendments to agreements, disclaimers, and/or disclosures which are provided in connection with Your use of the Client Portal. We will provide these communications to You by posting them on the Client Portal or by e-mailing them to You at the primary e-mail address listed under Your Client Portal profile. Any electronic communications will be considered to be received by You within twenty-four (24) hours of the time We transmit such an e-mail to You. Any notice sent to You by postal mail will be considered to be received by You three (3) business days after We send it.

You may withdraw Your consent to receive communications electronically by writing at 1900 E Golf Rd., Suite 550, Schaumburg, IL 60173 or sending an e-mail to clients@debtpaygateway.com.If You withdraw Your consent to receive communications electronically, We reserve the right to restrict, suspend, or terminate Your use of the Client Portal.

It is Your responsibility to keep Your e-mail address, as provided to Debt Pay Gateway, functional and up to date so that We can communicate with You electronically. You understand and agree that if We send You an electronic communication that You do not receive because Your e-mail address on file is incorrect, blocked, or otherwise not functioning properly, We will be deemed to have properly provided You with the electronic communication as of the day it is sent.

In order to receive electronic communications, You will need: (i) a computer with an Internet connection; (ii) a current web browser; (iii) a valid e-mail address; (iv) sufficient storage space to save the electronic communications; and (v) to disable any applicable spam filters which block or re-route e-mails from senders.

Consent to Terms/Digital Signature.

By using the Client Portal, You are deemed to have read, understood, and agreed to these Terms electronically, effective on the date You first log in to the Client Portal with Your unique username and password.

Debt Pay Gateway may also require You to consent to these Terms when You first utilize Your username and password. You will be prompted to read these Terms and asked to click a box that prompts You to “Agree and Continue” with the registration process. By clicking the “Agree and Continue” You are acknowledging that You read and understood these Terms, and You are agreeing to be irrevocably bound by these Terms.

Contact Us

Address

1900 East Golf Rd,
Suite 550,
Schaumburg, IL 60173

Phone

(877) 800-5577

Fax

(800) 694-3530

New Inquiries

info@debtpaygateway.com

Existing Clients

clients@debtpaygateway.com

Debt Pay Gateway

Independent Account Management