TERMS AND CONDITIONS OF SERVICE

These Terms and Conditions of Service (these “Terms”) govern the services provided by Ultimate Recovery Group LLC, a New York limited liability company (“Servicer”). By accessing this website, submitting accounts or receivables for servicing, or otherwise using the services offered by Servicer (the “Services”), the user (“Client”) agrees to be bound by these Terms. Servicer and Client are each a “Party” and together the “Parties.”

1. Services.

Servicer shall provide accounts receivable management and collection servicing for Client’s receivables (the “Services”), including but not limited to: payment monitoring, account reconciliation, communications with merchants, delivery of notices and demands (including UCC notices), preparation of information necessary to support enforcement, and the receipt and acceptance of payments from obligors on behalf of Client.

For purposes of these Terms, each receivable, account, claim, or enforcement action placed with Servicer for servicing (individually, a “Matter” and collectively, the “Matters”) shall be treated as a separate and independent engagement subject to the terms of these Terms.

Client hereby expressly authorizes Servicer to accept, process, and deposit such payments into accounts designated by Servicer for the benefit of Client, and to apply and remit such funds in accordance with these Terms. Servicer shall not provide legal advice or representation.

2. Authority.

Client hereby authorizes Servicer to act as Client’s limited agent solely for the purpose of performing the Services. In connection therewith, Servicer shall have authority to (i) communicate with merchants and obligors, (ii) send notices and demands, (iii) receive, accept, and process payments on Client’s behalf, whether by check, ACH, wire transfer, or other method, and deposit such payments into accounts designated by Servicer for the benefit of Client, and (iv) apply and remit such payments in accordance with these Terms.

Servicer’s authority hereunder is strictly limited to the collection and servicing of Matters, and Servicer shall not initiate litigation or arbitration except as provided in Section 4.

3. Servicing Fee.

Client shall pay Servicer a servicing fee equal to twenty five percent (25%) of all amounts collected, recovered, or otherwise received with respect to any Matter placed with Servicer (each, a “Servicing Fee”) regardless of whether such amounts are collected by Servicer, by Client directly, by legal counsel, or by any other party.

The Servicing Fee shall attach at the time a Matter is placed with Servicer and, subject to Sections 12 and 13, shall remain payable on all subsequent collections relating to such Matter.

The Servicing Fee shall be payable in addition to, and shall not be reduced or offset by, any legal fees or costs incurred in connection with enforcement.

Servicer shall deduct the Servicing Fee from collected amounts prior to remittance to Client, or if funds are received directly by Client or by legal counsel, Client shall promptly remit to Servicer the Servicing Fee attributable to such collection, in each case within five (5) business days of receipt.

Remittances of net amounts due to Client shall be made on a consolidated basis not less frequently than once per calendar month, together with a statement of account. The Parties acknowledge and agree that the placement of a Matter with Servicer is the procuring cause of any collection, recovery, settlement, restructuring, or payment relating to such Matter, and Servicer’s entitlement to the Servicing Fee shall survive withdrawal of the Matter and shall not be affected by the identity of the party that ultimately obtains or processes such payment.

4. Retention of Counsel.

Client shall retain sole authority to determine whether to pursue legal enforcement of any Matter and shall remain free at all times to select, replace, or change legal counsel in its discretion.

Servicer shall have the right, in the first instance, to direct Matters to legal counsel for enforcement, provided that Client shall execute a separate written engagement agreement directly with such counsel before any legal services are undertaken.

Any such counsel shall represent Client as the client of record, and the engagement shall be solely between counsel and Client. Client shall remain exclusively responsible for all legal fees and costs pursuant to such engagement, which shall be separate from and in addition to the Servicing Fee payable to Servicer.

Client further authorizes Servicer, in Servicer’s discretion, to advance filing fees, court costs, or other litigation expenses on Client’s behalf, and/or to provide Client’s payment information (including a designated credit or debit card) directly to legal counsel for such purposes.

Any such advances shall be deemed made on Client’s account and shall be reimbursable to Servicer immediately upon demand or deducted from collections prior to remittance to Client. Servicer shall have no obligation to advance any such fees, and any decision to do so shall be at Servicer’s sole discretion.

For the sake of clarity, Servicer is not a party to any attorney engagement, and shall have no rights or obligations under such engagement.

5. Communications with Counsel.

Client expressly authorizes Servicer to communicate directly with Client’s legal counsel in connection with the enforcement of Matters, and authorizes such counsel to communicate directly with Servicer regarding the status of Matters, including case updates, settlement discussions, and billing matters.

All such communications shall be deemed authorized by Client, provided that Client shall remain the sole client of record for all legal Matters and shall retain ultimate authority over legal strategy and decision-making.

6. Collections, Disbursements, and Remittances.

All amounts collected on Client’s Matters shall be deposited into (i) counsel’s trust account if legal counsel has been engaged and directs such payment, or (ii) an account designated by Servicer.

Client expressly authorizes and directs any legal counsel engaged in connection with the Matters to deduct its invoiced legal fees and costs from collected amounts and remit the net balance to Servicer no less frequently than once per calendar month (or more frequently as counsel may remit), for application and distribution in accordance with these Terms.

Upon receipt of such funds from counsel, Servicer may deduct any reasonable, documented reimbursable expenses advanced in connection with the Services, then deduct the Servicing Fee, and remit the remaining balance to Client together with a statement of account.

If funds are received directly by Servicer, Servicer shall (i) disburse any legal fees and costs owed to counsel pursuant to Client’s engagement, if applicable, (ii) deduct any reasonable, documented reimbursable expenses advanced by Servicer in connection with the Services, (iii) deduct the Servicing Fee, and thereafter remit the remaining balance to Client on a consolidated basis not less frequently than once per calendar month, together with a statement of account.

Servicer’s role in transmitting or remitting legal fees is purely administrative; all such fees are incurred by and remain the sole responsibility of Client.

7. Reversals; Chargebacks.

If any payment received on a Matter is subsequently returned, reversed, dishonored, charged back, or otherwise invalidated, such payment shall be deemed not to have been collected for purposes of these Terms. In such event: (i) Servicer shall refund or credit to Client the Servicing Fee previously deducted in respect of such payment, provided that such refund or credit may be made by offset against future remittances; (ii) Client shall promptly return to Servicer any net amounts previously remitted by Servicer to Client in respect of such payment; and (iii) Client shall remain responsible for reimbursing Servicer for any reasonable, documented expenses incurred in connection with such payment, including without limitation bank charges or processing fees.

8. Reporting and Audit.

Servicer shall provide Client with reasonable periodic reports of collections and account status, not less than monthly. Upon reasonable advance notice and during normal business hours, Client may inspect, at its own expense, records maintained by Servicer that relate specifically to Client’s Matters, provided that such inspection does not unreasonably interfere with Servicer’s operations and that all information reviewed remains confidential.

9. Client Representations.

Client represents and warrants that (i) it has the right and authority to place the Matters with Servicer for servicing and collection under these Terms; (ii) to Client’s knowledge, the Matters placed with Servicer are bona fide obligations of the underlying merchants or obligors; (iii) Client’s placement of such Matters with Servicer does not violate any agreement to which Client is a party; and (iv) Client’s instructions to Servicer shall at all times comply with applicable law.

10. Compliance with Law.

Servicer shall perform the Services in compliance with applicable law, including the Fair Debt Collection Practices Act (to the extent applicable) and any privacy or data security obligations. Client shall not instruct Servicer to take any action in violation of law, and Servicer shall have no liability for rejecting any such instruction.

Servicer makes no representation or warranty regarding the compliance of Client’s Matters with applicable law, and shall have no liability if such Matters are determined to be unlawful or unenforceable.

11. Indemnification.

Client shall indemnify and hold harmless Servicer, its affiliates, and their respective officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Client’s Matters or relationships with merchants, (ii) Client’s failure to perform its obligations under these Terms, or (iii) Client’s breach of the representations in Section 9.

12. Term and Termination.

These Terms shall remain in effect unless terminated by either Party upon written notice to the other Party. Servicer may also terminate the Services immediately upon written notice in the event of Client’s breach of these Terms, fraud, insolvency, or failure to make any payment when due.

Termination shall not affect obligations with respect to Matters already placed with Servicer, and Servicer shall continue to be entitled to its Servicing Fee (and reimbursement of any expenses) on all amounts collected, recovered, or otherwise received with respect to such Matters after termination, regardless of whether such amounts are collected by Servicer, Client, legal counsel, or any other party.

Provided, however, that if no collection, recovery, or receipt of funds has been made with respect to a Matter within six (6) months following receipt of a judgment, Client may withdraw such Matter at its sole discretion. In such case, Servicer and any legal counsel engaged in connection therewith shall have no further right to any Servicing Fee or legal fees with respect to amounts collected, recovered, or otherwise received after the date of withdrawal, but Client shall remain responsible for reimbursing Servicer for any reasonable, documented expenses advanced prior to withdrawal.

13. Matters; Withdrawal.

Each Matter shall be deemed separate and independent for purposes of these Terms. Client may, at any time and in its sole discretion, withdraw a Matter from Servicer or direct that further servicing activity cease with respect thereto.

Notwithstanding any such withdrawal, Servicer shall remain entitled to its Servicing Fee, and reimbursement of any expenses advanced, with respect to all amounts thereafter collected, recovered, or otherwise received in connection with such Matter, regardless of whether such amounts are collected by Servicer, Client, legal counsel, or any other third party; except that if a Matter is withdrawn more than six (6) months after Judgment and no collection or recovery has been made during such six (6) month period, no Servicing Fee or legal fee shall be owed on any future collections for such Matter.

Client shall, however, remain responsible for reimbursing Servicer for any reasonable, documented expenses advanced prior to such withdrawal in addition to any legal fees incurred pursuant to its engagement with counsel.

The withdrawal of one or more Matters shall not affect the continuation of these Terms with respect to any other Matters, unless the Services are terminated in their entirety in accordance with Section 12.

14. Confidentiality.

Each Party (the “Receiving Party”) shall keep strictly confidential all non-public, proprietary, or confidential information of the other Party (the “Disclosing Party”), including without limitation merchant and obligor identities, account data, payment histories, financial information, business methods, settlement terms, and trade secrets, and shall use such information solely for purposes of performing or receiving the Services under these Terms.

The Receiving Party may disclose such information (i) to its employees, officers, agents, attorneys, accountants, insurers, and professional advisors with a legitimate need to know who are bound by confidentiality obligations no less restrictive than those herein, (ii) as necessary to comply with applicable law, regulation, subpoena, or court order (with prompt notice to the Disclosing Party to the extent legally permissible), and (iii) in the case of Servicer, as reasonably necessary to communicate with merchants, obligors, and legal counsel engaged by Client in connection with the Matters.

The obligations of this Section shall survive termination or expiration of these Terms for three (3) years (and with respect to trade secrets, for so long as such information remains a trade secret), and any breach may entitle the Disclosing Party to injunctive or other equitable relief in addition to any remedies at law.

15. Independent Contractor.

Servicer is, and shall at all times remain, an independent contractor of Client. Nothing in these Terms shall be construed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.

Servicer shall have no authority to bind Client or incur obligations on Client’s behalf except as expressly set forth in these Terms.

Servicer shall be solely responsible for all taxes, withholdings, benefits, and other statutory, regulatory, or contractual obligations of any sort, including, without limitation, those relating to compensation of its employees, contractors, and agents, if any.

Neither Servicer nor its employees, contractors, or agents shall be eligible to participate in any benefits or programs offered by Client to its employees.

16. Limitation of Liability.

In no event shall Servicer be liable to Client or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind (including, without limitation, loss of profits, loss of business, loss of goodwill, or loss of data), whether arising in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

Servicer’s aggregate liability for any and all claims, losses, or damages arising out of or relating to these Terms or the Services provided hereunder shall not exceed, in the aggregate, the total Servicing Fees actually received by Servicer from Client under these Terms during the twelve (12) month period immediately preceding the event giving rise to such liability.

Notwithstanding the foregoing, nothing in these Terms shall limit or exclude liability to the extent finally determined by a court of competent jurisdiction to have resulted from Servicer’s gross negligence, willful misconduct, or fraud.

17. Force Majeure.

Servicer shall not be liable for, nor deemed in breach of these Terms by reason of, any failure or delay in performance to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, fire, flood, epidemic, pandemic, labor disputes, strikes, lockouts, shortages of materials or transportation, acts of war or terrorism, civil disturbances, governmental orders, actions or restrictions, utility outages, interruptions of telecommunications or internet service, or cyberattacks.

Servicer’s obligations shall be suspended during the period of delay or inability to perform due to any such cause. In the event such circumstances continue for a period of thirty (30) consecutive days or more, either Party may terminate the Services upon written notice to the other without liability, except for payment obligations accrued prior to termination.

18. Governing Law/Venue.

These Terms constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior agreements.

These Terms shall be governed by the laws of the State of New York, without regard to conflicts of law principles.

Any dispute arising out of or relating to these Terms shall be brought exclusively in the state courts of the State of New York, County of Nassau, or in the federal courts of the Eastern District of New York, and the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

19. Severability.

The headings contained in these Terms are for convenience only and shall not affect the interpretation of these Terms.

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

20. Notices.

All notices or other communications required or permitted under these Terms shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, deposited in the United States mail (postage prepaid, certified or registered, return receipt requested), or transmitted by email with confirmation of receipt.

Notices shall be addressed to the contact information provided by Client when submitting a Matter or otherwise using the Services, or to Servicer at the contact information listed on Servicer’s website, or such other address as a Party may designate by written notice in accordance with this Section.