VENDORVISION LENDER and FORWARDER FEE AGREEMENT

Effective Date: January 1, 2016
Version L1.0
SCHEDULE A – Lender/Forwarder Sponsor Fees

The following Fees are payable by CUSTOMER for Vendor Agent Sponsor Fees

  1. Lender Sponsor Fee: You will be charged $40.00 per month for each Vendor Agent that you Sponsor for one or more days within the month. You may cancel a sponsorship for a Vendor Agent at any time; however, you will be charged $40.00 for every month in which the Vendor Agent was sponsored by you for one or more days within the month. The minimum combined monthly Lender Sponsor Fee is $500.00. The maximum (capped) combined monthly Lender Sponsor Fee is $1,500.00.
  2. Taxes; Payment. All Fees are subject to applicable Taxes as set forth in Section 3.3 herein. Unless otherwise agreed by RDN in writing, CUSTOMER shall pay applicable fees including Vendor Agent Sponsor Fees by pre-authorized credit card charges.
  3. Credit Card Authorization. You hereby authorize credit card charges to the credit card listed on file for payment of the fees as described in this Schedule A.
  1. RDN (VENDORVISION) SERVICES

    1. System Access: During the term of this Agreement, RDN grants CUSTOMER a limited, non-exclusive, non-assignable, non-transferrable, fully-revocable access right to utilize the RDN (VENDORVISION) Services.
    2. Ownership. Subject to the limited rights expressly granted hereunder, RDN reserves all right, title and interest in and to the RDN (VENDORVISION) Services, the VENDORVISION System, all Documentation, the RDN and VENDORVISION Marks, Network Data, and all intellectual property rights related to any of the foregoing (collectively, “RDN/VENDORVISION IP”). No rights are granted to the CUSTOMER hereunder other than the limited rights expressly set forth herein. CUSTOMER acknowledges and agrees that it does not own, and shall not acquire, any right, title or interest in the RDN (VENDORVISION) Services and that, if necessary, it shall perform any acts reasonably necessary to transfer or confirm ownership of any right, title, and interest in or to the RDN/VENDORVISION IP.
  2. CUSTOMER’S OBLIGATIONS

    1. Access by Personnel, Contractors and Subcontractors: CUSTOMER shall be fully responsible for the acts, omissions, and compliance with the provisions of this Agreement by its personnel, contractors and subcontractors to the same extent it is responsible for its own acts, omissions, and compliance.
    2. System Security: CUSTOMER is liable and responsible for all the actions, omissions and any failure to act of its authorized users. CUSTOMER is responsible for maintaining the security of all usernames and passwords that are issued to authorized users. CUSTOMER is responsible for all actions, including but not limited to acceptance of orders, carried out by anyone using a user identification code and password issued to an authorized user registered by CUSTOMER. Usernames and passwords are for designated authorized users and cannot be shared or used by more than one authorized user.
    3. General Obligations: CUSTOMER represents and warrants that it will comply with the following:
      1. It shall only utilize the VENDORVISION System to transfer information within the United States and shall not transfer information outside the United States using the VENDORVISION System;
      2. It shall acquire, provide and maintain, as applicable and at its sole expense, licenses for all other software, hardware, equipment, connections, facilities, services and other supplies necessary for its access to and use of the VENDORVISION System;
      3. It shall be responsible for confirming the accuracy quality, integrity, legality, reliability, and appropriateness of all data and information supplied or received by it when accessing or using the VENDORVISION System;
      4. It shall use the VENDORVISION System solely for its internal business purposes as contemplated by this Agreement and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the VENDORVISION System available to any third party, other than to its authorized users or as otherwise contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store malicious code or viruses; (v) interfere with or disrupt the integrity or performance of the VENDORVISION System or the data contained therein; or (vi) attempt to gain unauthorized access to the VENDORVISION System or its related systems or networks;
      5. It shall not (i) modify, copy or create derivative works based on the VENDORVISION System; (ii) frame or mirror any content forming part of the VENDORVISION System, other than on CUSTOMER’s own intranets or otherwise for its own internal business purposes; (iii) reverse engineer or decompile the VENDORVISION System; (iv) access the VENDORVISION System in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the VENDORVISION System; or (v) permit or authorize any third party to do any of the foregoing; and
      6. Its access to and use of the VENDORVISION System shall at all times comply with the documentation and with all applicable local, state and federal laws.
  3. FEES AND PAYMENT

    1. Fees: CUSTOMER shall pay the fees and charges set out in Schedule A to this Agreement (the “Fees”). Unless otherwise stated in an applicable Schedule, the Fees will be effective for one year from Customer’s acceptance of this Agreement. Thereafter, RDN may increase the Fees once per year.
    2. Payment: Payment is due as provided in Schedule A. CUSTOMER shall pay interest on overdue amounts at the lesser of the maximum legal rate of interest or the rate of 18% per year (1.38% per month) and will reimburse RDN for costs of collections including reasonable attorneys’ fees. RDN shall have the right to suspend or terminate CUSTOMER’S access to the VENDORVISION System if CUSTOMER fails to make payments in accordance with this Agreement.
    3. Taxes: The Fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, "Taxes"). CUSTOMER is responsible for paying all Taxes associated with transactions contemplated hereunder, excluding taxes based on RDN’s net income. If RDN has the legal obligation to pay or collect Taxes for which CUSTOMER is responsible under this Agreement, the appropriate amount shall be invoiced to and paid by CUSTOMER, unless CUSTOMER provides RDN with a valid tax exemption certificate authorized by the appropriate taxing authority.
  4. TERM AND TERMINATION

    1. Term: The term of this Agreement (the “Term”) becomes effective beginning on the date that Customer accepts this Agreement and shall remain in effect for a period of one (1) year (the “Initial Term”). After the Initial Term, this Agreement will automatically renew for successive one (1) year periods unless either party gives written notice of termination at least thirty (30) days before the expiration of the then current Term. All references in this Agreement to "Term" mean the initial one year term and any renewal term.
    2. Termination for Cause: A party may terminate this Agreement immediately, without notice, if the other party commits an Event of Default. A party shall commit an Event of Default if it: (i) fails to pay any amounts owing under this Agreement when due; or (ii) fails to perform or observe any of its other material obligations under this Agreement and such default remains uncured for ten (10) days after the non-defaulting party provides written notice of such default; or (iii) makes an assignment for the benefit of creditors, or suffers a receiver or trustee to be appointed, or files or suffers to be filed any petition or plan or commences any proceeding under any bankruptcy or insolvency law of any jurisdiction; or (iv) is in default under any other agreement it may have with the non-defaulting party or any affiliate of the non-defaulting party; or (v) delivers or makes any representation or warranty in this Agreement, or in any document delivered in connection herewith, which shall prove to be false or misleading in any material respect. RDN may immediately suspend CUSTOMER's access to the VENDORVISION System if RDN reasonably believes that CUSTOMER has violated this Agreement or is causing, or is likely to cause, material harm to RDN or other users. RDN shall not be responsible for any direct, indirect, special, or consequential damages to CUSTOMER as a result of such suspension and CUSTOMER hereby releases RDN from any such claim.
    3. Termination Without Cause: Either party shall have the right to terminate the Agreement, without cause and for any reason, at any time upon thirty (30) days prior written notice to the other party.
    4. Effect of Expiration or Termination: Termination shall not relieve either party of any obligations or liabilities incurred prior to the effective date of termination or expiration, including without limitation, the obligation to pay any Fees or amounts accrued or payable to RDN prior to the effective date of termination. In addition, upon any expiration or termination of this Agreement, (i) all user system access granted hereunder by RDN to CUSTOMER shall immediately terminate, (ii) CUSTOMER shall immediately discontinue use of the VENDORVISION System and all Documentation, (iii) CUSTOMER shall deliver to RDN or permanently destroy all physical copies of all Documentation, including, without limitation, any Confidential Information of RDN that is in CUSTOMER’S possession or control; and (iv) upon request of RDN, CUSTOMER shall certify in writing to RDN that CUSTOMER has complied with this Section. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory, and whether or not modified or merged into other materials.
    5. Suspension of Access to VENDORVISION System: RDN may immediately suspend CUSTOMER’S access to the VENDORVISION System and/or discontinue RDN (VENDORVISION) Services if RDN reasonably believes that CUSTOMER has used the VENDORVISION System in a manner that violates this Agreement or is causing, or is likely to cause, material harm to RDN. RDN shall not be responsible for any direct, indirect, special, or consequential damages to CUSTOMER as a result of such suspension and CUSTOMER hereby releases RDN from any such claim.
  5. DISCLAIMERS

    1. General Disclaimer: RDN AND ITS AFFILIATES PROVIDE THE VENDORVISION SYSTEM, DOCUMENTATION AND ALL RELATED SERVICES TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES RELATED TO CUSTOMER’S USE OF AND ACCESS TO THE VENDORVISION SYSTEM, DOCUMENTATION AND ANY RELATED SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‐INFRINGEMENT, OR ANY WARRANTIES WHICH MAY BE CREATED THROUGH COURSE OF DEALING OR USAGE OF TRADE. CUSTOMER UNDERSTANDS THAT THERE MAY BE INTERRUPTIONS, DELAYS, INACCURACIES, OMISSIONS, AND/OR OTHER PROBLEMS WITH THE VENDORVISION SYSTEM, DOCUMENTATION, INFORMATION, PRODUCTS, AND SERVICES PUBLISHED OR OFFERED ON THE VENDORVISION SYSTEM, AND THAT RDN WILL NOT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY THEREFOR. RDN DOES NOT WARRANT THAT THE VENDORVISION SYSTEM WILL BE ERROR FREE, CONTINUOUSLY AVAILABLE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR MEET CUSTOMER’S OR ANY THIRD PARTY’S REQUIREMENTS.
  6. CONFIDENTIALITY AND PRIVACY

    1. Confidential Information: By virtue of this Agreement, the parties may have access to information that is confidential to one another. "Confidential Information" shall mean all information clearly identified by either party as confidential at the time of disclosure. In addition, notwithstanding any failure to so identify, Confidential Information of RDN shall be (i) the terms and pricing under this Agreement, (ii) information related to the VENDORVISION System and RDN (VENDORVISION) Services, and (ii) all consumer non-public, personal information transmitted by or to RDN as defined by the Gramm-Leach-Bliley Act, Pub. L. No. 106-102 (1000), (collectively the “RDN Confidential Information”). A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) is lawfully disclosed to receiving party by a third party without an obligation of nondisclosure to the disclosing party; (c) is independently developed by the other party without reference to the Confidential Information; (d) was already in the receiving party's possession prior to the time of disclosure; or (e) is disclosed pursuant to a legal requirement or that of a governmental agency provided that: (i) the disclosing party receives thirty (30) days prior written notice of such requirement or such shorter notice as may be reasonable in the circumstances and the receiving party cooperates with the disclosing party in seeking confidential treatment for any such disclosure; and (ii) the receiving party furnishes only that portion of the Confidential Information which is mandatory and legally required to be disclosed.
    2. Obligations of Non-Disclosure: During the term of this Agreement, the parties are authorized to use the Confidential Information of the other party solely for the purposes of exercising their rights and performing their obligations hereunder and to disclose such Confidential Information to its employees (and RDN’s contractors with whom RDN has written agreements sufficient to satisfy its obligations under this Agreement) on a need to know basis only or as otherwise expressly authorized herein. The parties agree to use the same care and discretion to avoid the unauthorized disclosure, publication or dissemination of the other party's Confidential Information received pursuant to this Agreement as it uses to protect its own confidential information of a similar nature (but in no event less than a reasonable standard of care). Each party's obligations of confidentiality hereunder for Confidential Information disclosed during the term of this Agreement shall continue for a period of five (5) years following the expiration or termination of this Agreement; provided, however, CUSTOMER’S obligations of confidentiality with respect to the RDN Confidential Information shall survive expiration or termination of this Agreement.
    3. Transmittal of Confidential Information: CUSTOMER understands that RDN cannot guarantee the security of information when transmitted or accessible through or using the Internet, the VENDORVISION System or other third party communication providers. RDN shall not be liable or responsible to CUSTOMER or any other party for any losses, damages, claims, costs or other obligations arising out of or relating to any unauthorized access to, disclosure or use of such CUSTOMER data or other Confidential Information while such information is transmitted or accessible through the Internet or the VENDORVISION System. Additionally, RDN shall have no responsibility or liability for any services performed by third party communication providers related to CUSTOMER’S use of the VENDORVISION System or any breach of confidentiality or security related thereto, and RDN shall not be responsible for any breach of security or confidentiality caused by CUSTOMER’S failure to maintain the confidentiality and control of CUSTOMER’S user identification numbers or passwords related to its use of the VENDORVISION System. CUSTOMER understands and expressly agrees that RDN is not obligated to, and may not, destroy any data (or copies of data) in the VENDORVISION System where such data is shared, co-owned or accessed by Agents or other authorized parties under a separate agreement with CUSTOMER.
    4. Data Rights: CUSTOMER agrees that, in connection with the VENDORVISION System, RDN may aggregate and disclose information related to the performance by CUSTOMER, in general, regarding CUSTOMER’S services, including, without limitation, response times for completion of services and service success rates, and agrees that such disclosure shall not be considered or otherwise deemed Confidential Information or a breach of this Agreement. CUSTOMER acknowledges and agrees that RDN may use, compile and disclose network data and data entered into the VENDORVISION System by CUSTOMER for any lawful purpose.
    5. Privacy
      1. The parties acknowledge that the VENDORVISION System may contain data entered or received by the CUSTOMER, as well as data entered by other Lenders, Forwarders, and Agents (“CUSTOMER Data”) which is or may be subject to the protections of the Gramm-Leach-Bliley Act, Pub. L. No. 106-102 (1000), and the Federal Trade Commission’s Privacy Rule, 16 C.F.R. Part 313(2000) and applicable state privacy laws (collectively, “Privacy Laws”) including non-public personal information (“NPI”) as defined by Privacy Laws. RDN agrees to comply with Privacy Laws applicable to RDN. RDN has implemented and maintains reasonable safeguards appropriate to protect the security, integrity, and confidentiality of NPI contained in the VENDORVISION System.
      2. With respect to any CUSTOMER Data that is subject to Privacy Laws and/or the Data Security Standards known as “PCI-DSS” including any NPI, CUSTOMER agrees and represents that it has and will at all times comply with PCI-DSS and all applicable Privacy Laws. CUSTOMER acknowledges and agrees that it is responsible for any NPI or any information CUSTOMER considers confidential that is included in the CUSTOMER Data. The laws of some jurisdictions may require the consent of individuals prior to including their personal information in the CUSTOMER Data or require compliance with laws, rules, and regulations (such as non-public consumer financial information). CUSTOMER agrees to comply with all applicable laws, to obtain all necessary consents, and make all necessary disclosures before including personal information (including, without limitation, NPI) in the CUSTOMER Data and using the VENDORVISION System.
  7. LIMITATIONS OF LIABILITY

    1. UNDER NO CIRCUMSTANCES SHALL RDN (OR ITS AFFILIATES, SUPPLIERS OR CONTRACTORS) HAVE ANY LIABILITY TO CUSTOMER FOR ANY DIRECT, CONSEQUENTIAL (INCLUDING LOST PROFITS), EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS RESULTING FROM ANY CLAIM (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY) RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE, OR PERFORMANCE OR NONPERFORMANCE OF, THE SERVICES, OR ANY COMPONENT THEREOF, EVEN IF RDN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. RDN's liability (including that of any of its affiliates, suppliers and contractors) for any breach(es) of this Agreement shall be limited to actual, direct damages incurred by CUSTOMER as a result of such breach(es), and its aggregate liability for such actual damages shall not exceed, under any circumstances, the aggregate amount of the Fees paid by CUSTOMER to RDN pursuant to this Agreement during the three (3) month period immediately preceding the date the cause of action accrued. Multiple claims shall not expand these limitations.
    3. CUSTOMER agrees that RDN shall have no liability whatsoever, actual or otherwise, to CUSTOMER based on any of the following: (i) any delay, interruption in use of, failure in or breakdown of the VENDORVISION System or errors or defects in transmission occurring in the course of the use of the VENDORVISION System; (ii) any unlawful or unauthorized use of the VENDORVISION System or Network Data; (iii) any loss of or damage to CUSTOMER’S records or information; (iv) any claims based on services provided by a third party communication services provider in connection with this Agreement or the VENDORVISION System; or (v) any claim resulting from the termination of the VENDORVISION System.
  8. INDEMNIFICATION

    CUSTOMER SHALL DEFEND AND HEREBY INDEMNIFIES AND HOLDS HARMLESS RDN (AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, PARENT, SUBSIDIARIES AND AFFILIATES) FROM AND AGAINST ANY AND ALL CLAIMS AND DEMANDS, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF (1) CUSTOMER’S BREACH OF THIS AGREEMENT, (2) THE FAILURE OF ANY REPRESENTATION OR WARRANTY OF CUSTOMER CONTAINED IN THIS AGREEMENT TO BE ACCURATE, (3) CUSTOMER’S NEGLIGENT ACT OR OMISSION OR WILLFUL MISCONDUCT, (4) THE BREACH OF, OR DEFAULT UNDER, ANY AGREEMENT OR TRANSACTION IN TO WHICH CUSTOMER ENTERS INTO WITH ANOTHER CUSTOMER CLIENT/CUSTOMER, LIEN HOLDER OR A THIRD PARTY SERVICE PROVIDER, OR (5) CUSTOMER’S VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY, WHICH MAY ARISE OUT OF OR RELATE TO CUSTOMER’S ACCESS TO OR USE OF THE VENDORVISION SYSTEM OR ANY RELATED SERVICES.
  9. NOTICES

    All notices, demands and other communications hereunder shall be in writing or by written telecommunications, and shall be deemed to have been duly given: (i) if mailed to the other party's address by certified mail, postage prepaid, on the date three (3) days from the date of mailing, (ii) if delivered by overnight courier, when received by the contact or (iii) if sent by confirmed telecommunication, one business day following receipt by the contact. Notices to RDN shall be addressed to Recovery Database Network, Inc., Attn: President 13085 Hamilton Crossing Blvd, Carmel, IN 46032 and copy to: General Counsel. Notices to CUSTOMER shall be to the address CUSTOMER provided upon registration.
  10. AUDIT

    RDN may at any time and without notice, electronically audit CUSTOMER’S information, records, and operations for the purpose of confirming CUSTOMER’S compliance with all terms and conditions of this Agreement. Further, RDN may, on ten (10) days’ notice to CUSTOMER, visit CUSTOMER’S premises to audit CUSTOMER’S information, records and operations for the purpose of confirming CUSTOMER’S compliance with all the terms and conditions of this Agreement (a “Premises Audit”). Premises Audits shall be conducted during regular business hours and RDN shall use commercially reasonable efforts to minimize disruption with CUSTOMER’S business activities.
  11. MISCELLANEOUS

    1. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any previous and contemporaneous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.
    2. Governing Law: This Agreement will be construed, interpreted and applied in accordance with the laws of the State of Indiana and applicable federal law, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the Circuit and Superior Courts of Marion County, Indiana and the federal courts of the United States, sitting in Indiana, and the parties hereby irrevocably consent to personal jurisdiction and venue therein.
    3. Assignment: CUSTOMER may not assign any of its rights and/or delegate any of its obligations under this Agreement, in whole or in part, by operation of law or otherwise without RDN’s prior and express written consent to such assignment. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and permitted assigns.
    4. Waiver: Any waiver of breach or default by either party pursuant to this Agreement must be in writing, and will not be a waiver of any other subsequent default. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition.
    5. Invalidity: If any provision herein is held to be invalid or unenforceable for any reason, such provision will be enforced to the maximum extent permitted by law and the remaining provisions of this Agreement will continue in full force without being impaired or invalidated in any way.
    6. Interpretation: Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. In resolving any dispute or construing any provision hereunder, there shall be no presumptions made or inferences drawn (i) because the attorneys for one of the parties drafted the Agreement; (ii) because of the drafting history of the Agreement; or (iii) because of the inclusion of a provision not contained in a prior draft, or the deletion of a provision contained in a prior draft.
    7. Remedies: Except as otherwise expressly set forth hereunder, the exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
    8. Status of Parties: The parties to this Agreement are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between RDN and CUSTOMER.
    9. Amendments: RDN may amend the terms of this Agreement by posting the revised terms. CUSTOMER’s continued access to or use of the VENDORVISION System shall constitute full acceptance of the revised agreement.
    10. No Reliance: No party hereto has relied on any statement, representation or promise of any other party or with any other officer, agent, employee or attorney for the other party in executing this Agreement except as expressly stated herein.
    11. Force Majeure: Neither party shall be responsible for failure to perform (including, failure to perform in a timely manner) under this Agreement when its failure results from any of the following causes: Acts of God or public enemies, civil war, insurrection or riot, fire, flood, explosion, earthquake or serious accident, strike, labor trouble or any cause beyond its reasonable control.