Terms and Conditions

SECTION 1 – Sale and Purchase of Receivables; Delivery of Proceeds

Section 1.1. Sale and Purchase of Receivables

Pursuant to this Agreement, you sell and the Company purchases all your right, title, and interest in certain existing and future receivables (collectively, "Receivables") and their collected proceeds ("Proceeds") arising from customer obligations to pay for goods/services. These may be paid into your transaction account(s) ("Account"). You have no right to repurchase sold Receivables, and Company may not force repurchase except as required by this Agreement or law. Your obligation to transfer Proceeds extends only to actually collected proceeds, though you may transfer funds in advance.

Section 1.2. Purchase Price and Sale of Additional Receivables

  1. On or promptly following the Effective Date, Company will pay you the Purchase Price for the Initial Amount Sold of Receivables ("Purchased Receivables"), reflecting the Discount Amount. In consideration, you sell, assign, and transfer to Company:

    • (i) the Initial Amount Sold of Purchased Receivables, and
    • (ii) the Specified Percentage of Receivables, up to the Total Amount Sold,

    and agree to deliver Proceeds until the Total Amount Sold is fully delivered. Payment method is at Company's reasonable discretion.

  2. Starting on the Collection Date and upon each 10-day anniversary thereafter, until the Total Amount Sold is received in full, you agree to sell additional Receivables equal to:

    (x) Additional Receivables Percentage × (y) [Total Amount Sold − Earned Monies previously transferred]

    These additional Receivables are sold for no additional payment. Together with the Initial Amount Sold, they constitute the "Total Amount Sold."

Section 1.3. True Sale; Our Risk

  1. THIS IS A COMMERCIAL SALE TRANSACTION, NOT A LOAN, A FORBEARANCE OF MONEY LENT, OR ANY SIMILAR LOAN OR LENDING TRANSACTION. CLIENT AGREES NOT TO USE THE PURCHASE PRICE FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES. CERTAIN IMPORTANT RIGHTS CONFERRED UPON CONSUMERS PURSUANT TO FEDERAL AND/OR STATE LAWS WILL NOT APPLY.

  2. The Purchase Price evidences an asset sale, not a loan or financial accommodation. Company's purchase is an absolute sale conveying good title, free and clear of liens (except prior security interests of any bank regarding the Account, or as expressly permitted/approved in writing). Client warrants it is selling Receivables for good and valuable consideration. A breach of this section does not affect Company's right to enforce this Agreement or use any commercially available remedy.

  3. Company is not charging any origination or broker fees. Because this is not a loan, there are no scheduled payments and no repayment term. Company assumes the risk that Client's business may slow down, underperform, or fail, based on Client's representations, warranties, and covenants herein.

Section 1.4. Delivery of Proceeds; Reconciliation

  1. On the Collection Date, you must pay Company the Proceeds of all purchased Invoices. Until the Total Amount Sold is received, deliver all amounts received as Receivables payments immediately upon receipt. Company may provide a notice of assignment directing payment directly to Company.

  2. Starting the day after the Collection Date, deliver to Company the Specified Percentage of Realized Proceeds daily (or accumulated weekly, monthly, or otherwise at Company's election). "Realized Proceeds" means the Expected Baseline Daily Revenue — a reasonable estimate of daily Proceeds based on your past and expected business performance. The Expected Daily Transfer Amount equals the Specified Percentage of Expected Baseline Daily Revenue. Company may update this estimate upon prior notice.

  3. You authorize Company to debit from the Account any Earned Monies due under this Agreement, on a daily, weekly, monthly, or other periodic basis, until the Total Amount Sold is received in full.

  4. You may request a Reconciliation (no more than once per week) to ensure Earned Monies equals your Actual Proceeds (actually realized Proceeds from Purchased Receivables, including the Specified Percentage of Proceeds). If Company collected more, it will:

    • (i) Reduce the next Earned Monies debit (or credit your Account within 15 business days), and
    • (ii) Adjust the Expected Baseline Daily Revenue.

    If Company collected less, you must remit or Company may debit/set off the difference. You must provide all bank statements, sales records, and other requested information to effectuate Reconciliation.

Section 1.5. Order of Payments

SECTION 2 – Accounts and Transfers

Section 2.1. Accounts

You will provide Company access at all times to view Account activity, marketplaces, payment processors, collection agents, and other sales/shipping data necessary to monitor Receivables generation/collection, Proceeds transfers, Reconciliation, and compliance. You agree:

Section 2.2. Electronic Debit Authorization

You irrevocably consent and authorize Company (including agents, service providers, successors, and assigns) to initiate Scheduled Debits via electronic fund transfers, ACH transfers, or any other debit method ("Debit Transactions") from your Account at times and amounts determined under this Agreement, including upon a Total Delivery Event.

Section 2.3. Transfer Failure

Earned Monies must be available by the end of the business day prior to the applicable Debit Transaction. If you know funds will be insufficient (not due to Earned Monies being less than Actual Proceeds), notify Company promptly and arrange alternative payment.

If a Debit Transaction is rejected or transfer fails (not due to Earned Monies being less than Actual Proceeds), Company may:

  1. Suspend your ability to request future RSPAs;
  2. Suspend automatic debits (making you responsible for all further direct transfers);
  3. Initiate daily Scheduled Debits for Proceeds and other amounts due;
  4. Pursue all other remedies under this Agreement or applicable law.

A returned item fee of $25.00 (or other disclosed amount) applies if:

Client acknowledges:

Section 2.4. Terminating or Disputing Authorization; Late, Partial, or Other Transfers; Disputed Amounts

A. You may terminate Electronic Debit Authorization only for consumer bank accounts by written notice at least 3 business days before a scheduled debit (effective 3 business days after receipt). If you call, Company may require written confirmation within 14 calendar days. Company may modify or terminate automatic debiting with notice. You may NOT terminate Electronic Debit Authorization for commercial bank accounts, and you agree not to block Debit Transactions on commercial accounts.

B. You may make additional or alternative transfers at any time. Mail transfers to:

SpringCash LLC, 106 W 56th St, Floor 21, New York, NY 10019

Call (973) 318-1716 to arrange overnight, telephone, or other transfers. All transfers must be in U.S. dollars by check, money order, wire transfer, or ACH from a U.S. institution. Transfers received after 5:00 p.m. (ET) are credited the next banking day. Credit may be delayed up to 5 calendar days if the transfer:

C. Company may accept late or partial transfers without waiving any rights. Do not send partial transfers marked "paid in full" or similar language; if received, Company may accept them without waiving rights. All disputed amount communications must be sent to the address above. Client irrevocably appoints Company as attorney-in-fact solely to endorse, deposit, collect, and cash any checks or instruments from retailers/distributors payable to Client in respect of purchased Receivables. This power of attorney is coupled with an interest, is irrevocable while any amounts or Receivables remain outstanding, and survives termination to the extent needed for collection.

SECTION 3 – Client Covenants, Representations, and Other Agreements

Section 3.1. Certain Covenants

You agree ("Client Contractual Covenants"):

  1. Your application and all subsequent statements are true, complete, and accurate to the best of your knowledge;
  2. Not to use the Purchase Price or any amounts paid for personal, family, or household purposes;
  3. To promptly and accurately reflect each Receivables sale (including Proceeds) in your books and records;
  4. Not to materially change the nature of your business from that originally disclosed, and to conduct business substantially in accordance with past practices unless Company is adequately notified in advance;
  5. To take all steps necessary to provide Company access to Account activity, marketplaces, other accounts, sales/shipping data, financial condition information, internal accounting platform information, financial forecasts, and all other requested information;
  6. Not to reduce or remove Company's access once granted;
  7. To notify Company promptly of any changes to payment processor, collection agent, marketplace, or other service provider account details;
  8. To ensure all Proceeds are deposited into your Accounts and keep Accounts open until all transfers are made or the Agreement is terminated;
  9. To maintain your Account, avoid actions causing Account closure, and notify Company of any new or substitute Account;
  10. To collect Receivables promptly, in compliance with all applicable laws, and consistent with past collection practices;
  11. To promptly and accurately reflect each Receivables sale in your books and records;
  12. To transfer Proceeds (in U.S. dollars) per this Agreement;
  13. Not to discourage Account use or permit events adversely affecting Account use for customer purchases;
  14. Not to open new accounts other than Accounts into which Proceeds will be deposited, and not to cause Receivables to settle to any other account without Company's written approval;
  15. Not to sell, dispose, or transfer your business or assets (except in the ordinary course) without Company's prior written consent and prior payment or assumption of all obligations;
  16. Not to take intentional action to substantially impair or reduce Receivables generation or collection without Company's prior written consent;
  17. Not to sell existing or future Receivables to, or incur further indebtedness with, any third party other than Company without Company's prior written consent; and
  18. Not to terminate Scheduled Debit authorization, stop payment on any authorized debit, claim any Debit Transaction is unauthorized, or seek a refund, return, chargeback, or dispute of any credit card transaction related to a transfer under this Agreement.

Section 3.2. Condition of Business

You represent and warrant that as of the Agreement date:

  1. You have no present intention to close or cease operating your business, in whole or in part, temporarily or permanently;
  2. You are solvent — debts do not exceed asset fair value; present fair saleable value of assets (going concern) is not less than probable liabilities; capital is not unreasonably small; you do not intend to incur debts beyond your ability to repay; and you are not contemplating receivership, bankruptcy, insolvency, assignment for benefit of creditors, or similar proceedings;
  3. During the four (4) months preceding this Agreement, management, counsel, or advisors have not discussed any potential insolvency proceedings, and none have been filed or are pending;
  4. To Client's knowledge, no such proceedings have been initiated or filed against Client; and
  5. No eviction or foreclosure is pending or threatened against Client.

Section 3.3. Further Inquiries; Disclosure of Information

Client authorizes Company, its agents, representatives, and any credit reporting agency to:

  1. Request information about and investigate Client and any references or data obtained from or about Client for purposes of this Agreement; and
  2. Pull credit reports in connection with Client's application for this Agreement or any other RSPA at any time so long as this Agreement has not been terminated or Client has any outstanding obligation to Company.

Section 3.4. Additional Representations, Warranties, and Covenants

Client represents, warrants, and covenants as of the date hereof and throughout the term:

  1. Client shall comply with all Client Contractual Covenants;
  2. All information (financial and other) provided by or on behalf of Client is and will be true, accurate, and complete, and Client shall furnish Company such information as requested;
  3. Client acknowledges all such information has been and may continue to be relied upon by Company in purchasing decisions;
  4. Client is in material compliance with all applicable federal, state, and local laws, regulations, and rules of Account providers and online sales channels;
  5. Client possesses and is in material compliance with all permits, licenses, approvals, consents, registrations, and authorizations necessary to operate its business;
  6. Client has full power and authority to enter into and perform this Agreement, duly authorized by all necessary actions;
  7. Client shall maintain insurance in amounts and against risks consistent with past practice and provide proof upon request; and
  8. Client does not and shall not conduct business under any undisclosed name, and shall not change its place of business without at least 15 business days' prior written notice to Company.

Section 3.5. Unencumbered Receivables; Interest in Receivables

Client has good, complete, and marketable title to all Receivables and Proceeds, free and clear of all liabilities, liens, claims, charges, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges, and encumbrances (except as expressly permitted or approved in writing by Company). Client acknowledges and agrees:

  1. Client has no legal or equitable interest in Receivables sold pursuant to this Agreement (including Proceeds);
  2. In the event Client becomes a debtor in a Title 11 bankruptcy case or similar proceeding, the sold Receivables (including Proceeds) are not property of Client's estate to the extent permitted by applicable law; and
  3. Client no longer owns the sold Receivables (including Proceeds).

Section 3.6. Business Purpose

Client is a valid business in good standing and is entering into this Agreement solely for business purposes, not as a consumer. All Purchase Price proceeds are used solely by Client's business; all Proceeds relate to goods/services sold or rendered by Client. No transaction is for personal, family, or household purposes.

Section 3.7. Total Delivery Events

The occurrence of any of the following constitutes a "Total Delivery Event":

  1. Failure to make any required Earned Monies transfer (unless Earned Monies are less than Actual Proceeds);
  2. Breaking any promise or failing to comply with any term, obligation, covenant, or condition under this Agreement, or revoking this Agreement;
  3. Terminating Electronic Debit Authorization, stopping payment on any Scheduled or authorized Debit (unless Earned Monies are less than Actual Proceeds), or claiming a Debit Transaction is unauthorized;
  4. Any Account is voluntarily or involuntarily closed without Company's prior written consent, or you block a Debit Transaction in violation of this Agreement;
  5. Any representation or statement made to Company is false or misleading, or any financial information provided is false or misleading;
  6. A material change occurs in your ownership or organizational structure (including any change in closely-held ownership, death, or removal of a trustor, general/managing partner, managing member, or significant shareholder);
  7. You voluntarily liquidate, dissolve, or enter into any consolidation, merger, partnership, joint venture, or other combination without prior written consent;
  8. You sell assets outside the ordinary course of business, or sell, lease, license, assign, or transfer any substantial part of your business or assets necessary to its continuance (including sale-leaseback transactions); or
  9. Except due to bankruptcy/insolvency proceedings:
    • (a) A judgment of $10,000 or more is entered against you and not satisfied within 30 days or stayed pending appeal; or
    • (b) An involuntary lien attaches to any of your assets and is not satisfied within 30 days or stayed pending appeal.

For the avoidance of doubt, Client going bankrupt or out of business by itself does not constitute a breach if the cause is neither fraudulent nor related to an attempt to evade contractual requirements. Client agrees to exercise good faith effort to fulfill outstanding obligations. Company assumes the risk of business failure not caused by Client's breach.

You agree to furnish Company with written notice immediately upon becoming aware of any condition or event that would constitute a Total Delivery Event, specifying its nature, period, and any proposed remedial action.

Section 3.8. Our Rights Upon the Occurrence of a Total Delivery Event

Upon a Total Delivery Event, Company may without prior notice immediately recover:

(Total Amount Sold) − (Earned Monies previously transferred) + (applicable fees, costs, and expenses)

Company may make one or more withdrawals from any Account (to the extent funds are available) until the full net sum is recovered. Client is liable for all reasonable costs, including reasonable attorneys' fees, incurred in connection with the Total Delivery Event or any proceeding to recover amounts due. Payment shall be via wire transfer or other method reasonably requested by Company.

All rights are cumulative and not exclusive. Company may hire affiliates or third parties to assist with collection. Upon notice, Company may terminate Client's role as collection agent for outstanding Receivables and Client agrees to cooperate with Company or any designated agent. Client agrees to pay all collection, arbitration, and court costs, including attorneys' fees in any receivership, bankruptcy, insolvency, civil actions, arbitration proceedings, declaratory actions, efforts to modify or vacate automatic stays or injunctions, appeals, and post-judgment collection services.

Without limiting the above, upon a Total Delivery Event, Company may (as owner of the Receivables):

Client irrevocably authorizes all third parties to rely upon Company's notices and instructions as conclusive evidence of Company's ownership and entitlement.

Section 3.9. Protective Security Interest

To secure Client's performance, Client grants Company a continuing first-priority, perfected security interest in all of Client's right, title, and interest (now owned or hereafter acquired) in:

(collectively, "Collateral").

This security interest is solely to ensure Client does not deprive Company of its rights. The Parties agree this shall not render the transaction a loan or financial accommodation. If the transaction is nonetheless deemed a loan, Client grants Company a continuing first-priority, perfected security interest in the Collateral.

Additionally, in the event of a Total Delivery Event based on any fraudulent act or omission or attempt to evade contractual requirements, Client grants Company a continuing first-priority, perfected lien security interest in all of Client's property wherever found, now owned or hereafter acquired, including:

Section 3.10. Financing Statements

Company may at any time file one or more UCC-1 financing statements, lien entry forms, or other documents to evidence the Receivables sale or to perfect, amend, or continue any interest granted herein. Client agrees to cooperate with such filings and authorizes Company to sign Client's name to effect the filing or continuation of any such filings. UCC-1 filings may state that the Receivables sale is intended as a true sale and not an assignment for security.

Section 3.11. Platform Access

Client authorizes Company to access, connect to, and obtain information from any e-commerce platforms, marketplaces, payment processors, merchant accounts, and related third-party services (including Shopify, Amazon, Stripe, or similar services) through which Receivables are generated or paid ("Platforms"), whether directly or via OAuth or similar authentication tools, solely for:

Client shall cooperate and provide all information necessary for Company to access Platforms for the term of this Agreement.

SECTION 4 – Arbitration and Waivers

Section 4.1. ARBITRATION (AGREEMENT TO ARBITRATE CLAIMS); SIGNIFICANCE OF ARBITRATION; LIMITATIONS AND RESTRICTIONS

A. IN ARBITRATION, NEITHER CLIENT NOR COMPANY WILL HAVE THE RIGHT TO:

OTHER RIGHTS AVAILABLE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.

B. "Claims" is given the broadest possible meaning and includes (without limitation) Claims arising from or relating to:

  1. This Agreement based on contract, tort, fraud, statute, regulation, common law, and equity;
  2. Any transactions under this Agreement;
  3. Terms of, or changes to, this Agreement;
  4. Collection of any obligation under this Agreement;
  5. Advertisements, promotions, or oral/written statements relating to any application, solicitation, RSPA, or transactions between Client and Company;
  6. Claims between Client and Company or their respective parent corporations, subsidiaries, affiliates, predecessors, successors, assigns, agents, independent contractors, employees, officers, directors, or representatives; and
  7. Claims regarding the validity, enforceability, or scope of this Arbitration section or this Agreement, including whether a claim is subject to arbitration.

C. All Claims will be resolved through arbitration rather than litigation, except Claims filed in small claims court. No party may participate in a class or representative capacity in any Claim subject to arbitration. Claims may not be consolidated unless all Parties agree in writing. Any arbitration award applies only to the specific Claim and cannot be used in any other case except to enforce the award.

D. Arbitration is governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) ("FAA") and conducted by the American Arbitration Association (AAA) before a single arbitrator under the AAA's Expedited Procedures of the Commercial Arbitration Rules and Mediation Procedures (available at www.adr.org or 1-800-778-7879).

Nothing in this section prevents either party from bringing a qualifying Claim in small claims court on an individual basis. Small claims court actions may be brought in Wilmington, DE or the county of Client's business address. Client consents to jurisdiction in Wilmington, DE. THIS SECTION SHALL SURVIVE EXPIRATION, TERMINATION, OR RESCISSION OF THIS AGREEMENT.

E. You may opt-out of this Arbitration provision. To opt out, Company must receive your written notice of opt-out within 30 calendar days after the Effective Date, sent to:

SpringCash LLC, ATTN: Arbitration, 106 W 56th St, Floor 21, New York, NY 10019

Your letter must include: name, address, and account/agreement number. Opting out has no effect on any other Agreement provision. In any dispute over timeliness of opt-out, you must provide proof of delivery.

Section 4.2. Jury Trial Waiver

THE PARTIES WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION, OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART OR THE ENFORCEMENT HEREOF, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED AGAINST PUBLIC POLICY. THE PARTIES ACKNOWLEDGE THAT EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY, AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS.

Section 4.3. Class Action Waiver

THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW AS AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR A COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT:

  1. THE PREVAILING PARTY WILL NOT BE ENTITLED TO RECOVER ATTORNEYS' FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION; AND
  2. THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

Section 4.4. No Waiver by Company

No delay in exercising any right under this Agreement operates as a waiver, nor does any single or partial exercise of any right preclude any other or further exercise. All remedies hereunder are cumulative and not exclusive of any remedies provided by law or equity.

SECTION 5 – Additional Terms

Section 5.1. Remedies

If:

  1. Any representation or warranty is not true, accurate, and complete in any respect;
  2. Any covenant or other Agreement term is breached, including Client Contractual Covenants; or
  3. A Total Delivery Event occurs,

Company shall be entitled to all remedies set forth in this Agreement or otherwise available under applicable law.

Section 5.2. Confidentiality

The terms and conditions of Company's products and services, including this Agreement, any disputes, claims, or proceedings related hereto, and any other Company documentation (collectively, "Confidential Information") are proprietary and confidential. Unless required by law or court order, Client shall not disclose Confidential Information to any person other than an attorney, accountant, financial advisor, or employee who needs such information to advise Client ("Advisor"), provided such Advisor first agrees in writing to be bound by this section and uses the information solely to advise Client. Client is liable for any breach by its Advisors.

These confidentiality obligations apply:

Client authorizes Company to use Client's name in client listings and advertising/marketing materials. Disclosure of this Agreement or its subject matter remains subject to these confidentiality obligations.

Section 5.3. Transfer and Assignment

Company may without prior notice or approval sell or transfer all or any portion of its interest in this Agreement. Client's rights and obligations may not be transferred or assigned without Company's prior written consent (in its sole discretion). Client's obligations are nonetheless binding upon Client and Client's heirs, legal representatives, successors, and assigns.

Section 5.4. Modifications; Amendments; Construction

This Agreement is binding upon and inures to the benefit of Client, Company, and their respective successors and permitted assigns. No modification, amendment, or waiver of any provision is effective unless in writing and signed by the Parties. Company strongly recommends Client retain legal counsel before agreeing to this Agreement, and Client acknowledges having had the opportunity to do so. This Agreement is the product of negotiation and shall not be construed more strictly against either Party. Headings are for convenience only and do not affect interpretation. "Including" means "including, without limitation." Words used in the singular include the plural and vice versa where context permits.

Section 5.5. Notices

All notices must be in writing but may be provided electronically. Notices are deemed given when:

Notice to Client will be sent to Client's last known email address on record. Notice to any one of you is deemed notice to all. Notice to Company may be sent to:

SpringCash LLC, 106 W 56th St, Floor 21, New York, NY 10019

Client agrees to notify Company immediately of any change in name, postal or electronic mail address, contact information, errors in account information, or if any Client party dies, is declared incompetent, or is subject to any insolvency or similar proceedings. A notice of incompetence is not effective unless issued by a competent court and Company receives notice and instruction from that court. Client agrees to indemnify and hold Company harmless from any claims relating to acceptance or non-acceptance of proof of incompetence. This indemnity survives termination.

Section 5.6. Indemnification

Client will indemnify and hold harmless Company (and its employees, directors, agents, affiliates, and representatives) from and against any cost, loss, or liability — including interest, penalties, reasonable attorneys' fees, and expenses — resulting from Client's:

Client shall also indemnify and hold harmless its Platform(s) and each of their respective officers, directors, and shareholders against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) resulting from:

Section 5.7. Governing Law

With the exception of the Arbitration provisions (governed exclusively by the FAA), this Agreement is governed by and construed in accordance with the laws of Delaware, without regard to conflicts-of-law principles. Delaware law governs the entire relationship between the Parties, including all issues or claims arising out of, relating to, or in connection with this Agreement and any contemplated transaction, whether in tort, contract, statute, or equity. Client hereby:

Section 5.8. Term and Survival

This Agreement continues in full force and effect until all obligations are satisfied in full. Any section that by its terms suggests survival beyond termination shall survive until its natural expiration.

Section 5.9. Entire Agreement; Severability

This Agreement contains the entire agreement between Client and Company and supersedes all prior agreements and understandings, whether oral or written, relating to the subject matter hereof (unless specifically reaffirmed or restated herein). If any provision is found invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

Section 5.10. Telephone Monitoring and Recording

You agree that Company may select phone calls for monitoring and/or recording for quality service assurance and training purposes. You acknowledge and agree in advance to any such monitoring or recording.

Section 5.11. Communicating With You; Consent to Contact by Electronic and Other Means

For purposes of this section, "you" means Client and any agent or representative, collectively and individually. You agree Company may contact you for any lawful reason, including for collection of amounts owed and for offering products or services in compliance with Company's privacy policy. No such contact will be deemed unsolicited. You specifically agree that Company may:

  1. Contact you at any address (including email) or telephone number (including wireless cellular or ported landline) you provide, even if the number is on a state or federal do-not-call registry;
  2. Use any means of communication, including postal mail, email, telephone, or other technology;
  3. Use automatic dialing and announcing devices which may play recorded messages; and
  4. Send text messages to your telephone.

You may withdraw this express written consent at any time by contacting:

SpringCash LLC, 106 W 56th St, Floor 21, New York, NY 10019

and specifying what address or telephone number not to use.