❑ Monthly Invoice ❑ Credit Card ❑ ACH/Wire Transfer

You, the business, referenced in this Agreement, will hereafter be referred to as “Customer”. Collection Toolbox, will hereafter be referred to as “CTB” in this agreement. If Customer elects to be billed by credit card, you may provide your credit card information via phone by calling CTB’s A/R department. By choosing to have a credit card billed directly by CTB, Customer hereby authorizes CTB to bill this credit card for the charges incurred for use of CTB’s services. Additionally, Customer hereby agrees that if the credit card company refuses to pay CTB for such charges incurred for use of the CTB Services, Customer shall be directly responsible for the payment of such charges, and payment shall be due immediately. If Customer elects to pay by ACH or wire transfer please email our billing department for bank transfer details.

Customer will be invoiced each month for the prior month’s usage of CTB information and reports subject to this Agreement using the pricing set forth in the Product Description and Pricing Attachment attached to this Agreement and incorporated herein.

3.1 Scope of Services. CTB agrees to grant Customer a non-exclusive, non-transferable, and nonassignable account (“Customer Account”) to use the services made available to Customer by CTB described in this Agreement, subject to the terms and condition of this Agreement, including the terms and conditions of Section 2 below.

3.2 Restricted Use. Customer’s use of the CTB Services shall be for internal business purposes only. Customer is not a competitor of CTB and shall not access the CTB Services on behalf of, or at the direction of, a competitor of CTB. Customer shall not resell, broker, transfer, or otherwise make the CTB Services and/or the information contained therein available to any third parties. Customer shall not use the CTB Services, or store the information contained therein, for the purpose of creating product(s) that compete with the CTB Services. Customer agrees that if CTB determines or reasonably suspects that Customer is reselling or brokering the CTB Services' information, programs, computer applications, or data, or is otherwise violating any provision of this Agreement, CTB may take immediate action, including terminating the delivery of, and the license to use, the CTB Services and/or terminating this Agreement.

3.3 Payment of Fees. Customer agrees to pay for the services as specified in Part 2 above, and for all other services within thirty (30) days of receipt of an invoice from CTB. Customer acknowledges and agrees that it may be electronically invoiced (via e-mail to the billing contact designated in Part 1 of this Agreement, or via such other means as announced by CTB). Customer agrees to pay the then prevailing fee for the information requested through the CTB Services as described above and in CTB’s published price lists. All CTB Services not specified in Part 2 above will be billed at CTB’s then-current published prices. CTB’s prices may be updated from time to time by any of the following methods: online announcements, customer bulletins, emails, notices, announcements in invoices, and revised published price lists. CTB is not responsible for ensuring the delivery of any updates to its pricing policies (including additions thereto or deletions therefrom) to Customer, and all present and future price lists are hereby incorporated by reference into this Agreement. The fees for this CTB Service is exclusive of any state, local, or otherwise applicable sales, use, or similar taxes. If any such taxes are applicable, they will be charged to Customer’s account. For any amount due not paid when due, CTB may charge Customer a late payment penalty of 1.5% per month on the amount due from the date due until paid in full. CTB may immediately suspend Customer’s access to the CTB Services and/or terminate this Agreement in the event that full payment is not timely received.

The initial term of this Agreement commences on the Effective Date and remains in effect until the one-year anniversary of the first day of the month following the Effective Date, unless terminated as set forth herein or as modified by the parties by addendum or otherwise. This Agreement shall automatically renew upon expiration of the initial term for successive one (1) year periods (each, a “Successive Term” and together, the “Successive Terms”) unless the Customer provides CTB with at least thirty (30) days’ written notice of non-renewal prior to a Successive Term taking effect. The initial term and the Successive Terms shall be referred to herein collectively as the “Term”. Upon the effective date of any termination, whether such termination is pursuant to the occurrence of a default or otherwise, any indebtedness owing by Customer shall become immediately due and payable without notice or demand.

Customer agrees that Customer shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the CTB Services’ information, programs, or computer applications. Customer acknowledges that CTB (and/or its third-party data providers) shall retain all right, title, and interest under applicable contractual, copyright, and related laws in and to the data and information that they provide. Customer shall use such materials in a manner consistent with CTB’s interests and notify CTB of any threatened or actual infringement of CTB's rights. Customer shall not remove or obscure the copyright or trademark notice or other notices contained on materials accessed through the CTB Services. CTB and Third Party Provider and their products referenced in this Agreement are either copyrights, trademarks, service marks or registered trademarks of CTB or the Third Party Provider or their affiliates. Other products and company names mentioned herein may be the trademarks of their respective owners.

6.1 CUSTOMER ACKNOWLEDGES AND AGREES THAT THE FEES WHICH CTB IS CHARGING HEREUNDER DO NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY CTB OF THE RISK OF CUSTOMER’S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH CUSTOMER’S USE OF THE CTB SERVICES. ACCORDINGLY, CUSTOMER AGREES THAT CTB SHALL NOT BE RESPONSIBLE TO CUSTOMER FOR ANY LOSS-OF-PROFIT, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF USE, BUSINESS INTERRUPTION, OR OTHER ECONOMIC LOSSES, LOSS OF PROGRAMS OR OTHER DATA ARISING OUT OF THE CUSTOMER LICENSE OR USE OF THE CTB SERVICES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF CTB IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR DAMAGES.

6.2 Except to the extent caused by CTB’s gross negligence or intentional misconduct, CTB’s liability to Customer under any provision of this Agreement or any transaction contemplated by this Agreement, including acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the CTB Services, shall be limited to one hundred percent (100%) of the amount having then actually been paid by Customer to CTB under Section 4 (Payment of Fees) during the 90 calendar days prior to the act or occurrence. Except where the limitation does not apply as described above, (a) CTB’s limitation of liability is cumulative with all CTB’s applicable expenditures being aggregated to determine satisfaction of the limit, and (b) Customer releases CTB from all obligations, liability, claims, or demands relating to this Agreement in excess of the limitation provided for in this Section 7. The parties acknowledge that the limitations set forth in this Section 7 are integral to the amount of fees levied in connection with the services rendered hereunder and that, were CTB to assume any further liability other than as set forth herein, such fees would of necessity be set substantially higher.

Customer acknowledges and agrees that CTB will use reasonable efforts to deliver the CTB Services requested by Customer. Customer acknowledges and agrees that CTB obtains its data from third-party sources, which may or may not be completely thorough and accurate, and that Customer shall not rely on CTB for the accuracy or completeness of information supplied through the CTB Services. CTB reserves the right at any time to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of, the CTB Services. CTB warrants that neither the CTB Services nor the data contained therein infringe upon the intellectual property rights of any third parties. The CTB Services may contain hyperlinks to third party websites, and CTB assumes no responsibility and has no control over the information and or content contained therein. EXCEPT AS STATED IN THIS SECTION, CTB DOES NOT WARRANT OR GUARANTY THE CORRECTNESS, COMPREHENSIVENESS, COMPLETENESS, ACCURACY, TIMELINESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE OF ANY INFORMATION, PRODUCTS, OR SERVICES ON ITS WEBSITE OR ANY CTB SERVICE OR INFORMATION PROVIDED TO THE CUSTOMER PURSUANT TO THIS AGREEMENT.

8.1 CTB will defend, indemnify Customer from and hold Customer harmless against the entirety of any damages Customer may suffer, including attorney’s fees, resulting from, arising out of, relating to, or caused by the breach by CTB of any of representations, warranties, and covenants contained herein.

8.2 Customer will defend, indemnify CTB from and hold CTB harmless against the entirety of any damages CTB may suffer including attorney’s fees, resulting from, arising out of, relating to, or caused by the negligence of or breach by Customer any of representations, warranties, and covenants contained herein.

8.3 The terms and conditions set forth in this section shall survive the termination of this Agreement.

9.1 CTB may terminate this Agreement as set forth in in Part 3, Section 2 and Part 3, Section 4.

9.2 Except as set forth in Section 9.1, upon any material breach of this Agreement by a party, the other party shall have the right to terminate this Agreement by giving thirty (30) days prior, written notice to the breaching party; provided, however, that this Agreement shall not terminate if the breaching party has cured such breach by the end of such thirty (30) day period. Notwithstanding anything herein to the contrary, if the nature of the breach is such that additional time is reasonably needed for the breaching party to cure such breach, and the breaching party has during such sixty (60) day period commenced good faith and diligent efforts to cure such breach, then the other party shall provide the breaching party with additional time beyond such thirty (30) day period as reasonably necessary for the breaching party to cure such breach (but in any event, not more than two (2) months after the date of the breach notice), provided that the breaching party continues to act in good faith and diligently to cure such breach during any such extension period.

9.3 Upon any termination of this Agreement by either party, the license granted to Customer under Part 3 Section 1 shall terminate and all other rights and licenses granted to Customer herein shall terminate and revert to CTB on termination.

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without effect to conflict of law principles. Additionally, any action arising under this Agreement shall be brought within the jurisdiction of the courts of Maricopa County, Arizona. The prevailing party in any action, claim, or lawsuit brought pursuant to this Agreement is entitled to payment of all attorney’s fees and costs expended by such prevailing party in association with such action, claim, or lawsuit. This Agreement may not be assigned by Customer, in whole or in part, without the prior written consent of CTB. For purposes of this Agreement, a change in ownership of twenty percent (20%) or more of the outstanding shares of Customer shall constitute an assignment.

Customer and CTB are independent contractors of one another. Neither party shall at any time represent that they are authorized agents or representatives of one another.

Upon notice to Customer, Customer agrees to comply with changes to the Restricted Use referenced in Part 3, Section 2 above and changes in pricing made by CTB as a result of changes made by in pricing after the Effective Date by a Third Party Provider to CTB. Such changes may be made from time to time by any of the following methods: online announcements, customer bulletins, emails, online “click wrap” amendments, changes to the Website Terms of Use, changes to the Privacy Notice, mail, facsimile, announcements in invoices, revised published price lists, or any other written notice.

CTB shall not be responsible for any delay or failure in performance resulting from occurrences beyond its reasonable control, including acts of God, war, terrorism, riot or other civil disturbance, outages of electrical, telecommunications or computer server hosting services, acts of government, labor strikes, or lockouts.

Except as otherwise set forth herein, this Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, agreements, covenants, negotiations, arrangements, communications, representations, understandings or warranties, whether oral or written, by any officer, employee, or representative of either party relating thereto. Any new, other, or different terms supplied by Customer that are not contained in this document, including any terms contained in purchase orders or confirmations issued by Customer, are specifically rejected by CTB. The terms of this Agreement shall supersede and govern in the event of a conflict with the terms of any other document into which this Agreement is incorporated by reference. In the event one or more provisions of this Agreement are deemed unenforceable, the enforceability of the remaining provisions shall remain unimpaired. All capitalized terms not defined in this Part 3 shall have the meanings ascribed to them in other parts of this Agreement.