Offer Terms

These Terms and Conditions form an integral part of the Agreement you are entering into with Company. Please ensure you read and understand this Agreement in its entirety, including all of the Terms and Conditions.

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

  • Section 1.1. Sale and Purchase of Receivables. You sell to us, and we purchase, the Receivables described herein and their collected proceeds (“Proceeds”). Proceeds are paid into your designated business account(s) (each, an “Account”). No repurchase right exists except as stated here or required by law. You owe us only collected Proceeds, though you may prepay.
  • Section 1.2. Purchase Price and Sale of Additional Receivables. We will pay the Purchase Price for the Initial Amount Sold of the Invoiced Receivables, reflecting the Discount Amount. You sell and assign to us (i) the Initial Amount Sold and (ii) the Specified Percentage of Receivables until we receive the Total Amount Sold. Beginning on the 5th day after the Collection Date and every 5 days thereafter, you sell us additional Receivables equal to: (Additional Receivables Percentage) × (Total Amount Sold – Earned Monies already transferred). No extra payment from us is due for such additional sales. Together these equal the “Total Amount Sold.”
  • Section 1.3. True Sale; Our Risk. THIS IS A COMMERCIAL SALE, NOT A LOAN OR FORBEARANCE. Do not use funds for personal, family, or household purposes. The Parties intend an absolute sale of Receivables to us, free and clear of liens (other than permitted bank setoff/security interests). Our inability to verify your use of funds does not limit our rights or remedies. No origination or broker fees by Company. There are no scheduled payments or repayment term. We assume the risk of business slowdown or failure, subject to your representations, covenants, and this Agreement.
  • Section 1.4. Delivery of Proceeds; Reconciliation.
  • Until such time as we have received in full the Total Amount Sold, you will deliver to us any amounts received as payment to you for the Invoiced Receivables, which shall be delivered to us within one day of your receipt thereof. Furthermore, you agree that we may, at our election, provide a notice of assignment or other documentation to any payor of the Invoices that directs payment of such Invoices to be made to Company directly, and you agree to provide any assistance we may request in effectuating the same. 
  • Starting on the 10th day after the Collection Date, until such time as we have received in full the Total Amount Sold, you will deliver to us the Specified Percentage of Realized Proceeds on a daily basis, provided that, if elected by Company, any such amounts may be accumulated and delivered to Company in aggregate on a weekly, monthly, or other periodic basis. In this Agreement, “Realized Proceeds” means the Expected Baseline Daily Revenue, which you acknowledge and agree is a reasonable estimate of the amount of Proceeds from Receivables you are expected to collect each day based on the information you have given us or we have collected about your past business performance and expected future business performance. You further acknowledge and agree that the Expected Daily Transfer Amount is equal to the Specified Percentage of the Expected Baseline Daily Revenue. Upon providing you prior notice, the Expected Baseline Daily Revenue may be updated by us from time to time to reasonably reflect the Proceeds from Receivables you are actually expected to receive based on your business performance. 
  • You instruct and authorize us to debit from the Account any amounts due and owed to us pursuant to this Agreement (any such amounts, the “Earned Monies”) until such time as we have received in full the Total Amount Sold, which we may, in our discretion, debit from the Account on a daily, weekly, monthly, or other periodic basis in the amount of all Earned Monies that may be accumulated and due to Company at such time. 
  • You may give written notice to us requesting that we conduct a reconciliation in order to ensure that the Earned Monies equals the sum of (i) your actually realized Proceeds from the Invoiced Receivables and (ii) the Specified Percentage of your actually realized Proceeds from other Receivables  (collectively, the “Actual Proceeds”) while this Agreement is in effect (a “Reconciliation”). If such Reconciliation determines that Company collected more than the Actual Proceeds, then Company will (i) reduce the amount of the next Earned Monies to be transferred to Company by (or, if elected by Company or requested by you, credit to the Account within fifteen business days) all amounts to which Company was overpaid and (ii) adjust the Expected Baseline Daily Revenue so that it reflects a reasonable estimate of the amount of Proceeds from Receivables you are expected to collect each day. If such Reconciliation determines that Company collected less than the Actual Proceeds, then you shall remit funds to Company and/or Company may debit from the Account or set off from amounts otherwise owed to you, so that Company has received the Actual Proceeds. In order to effectuate any Reconciliation, you must produce any and all bank statements and sales records covering the period from the Effective Date through the date of the request for a Reconciliation and any other information we may reasonably request. Reconciliation may not be requested more than once per week.

SECTION 2 – Accounts and Transfers

  • Section 2.1. Accounts. Maintain our view-only access to your Accounts, marketplaces, processors, collection agents, accounting software, EDI software, and sales/shipping data as we deem necessary to monitor Receivables, Proceeds, transfers, reconciliation, and compliance. Do not close or change Accounts without prior notice and our consent; promptly notify us of changes or new/replacement accounts or service providers.
  • Section 2.2. Electronic Debit Authorization. Subject to any limitations required by applicable law, you irrevocably consent and authorize us (which includes for the purposes of this authorization (this “Electronic Debit Authorization”), our agents, service providers, successors and assigns) to initiate on an automatic electronic debit (a “Scheduled Debit”) via electronic fund transfers, automated clearing house transfers or any other debit or payment transfer (each, a “Debit Transaction”), from your Account, as appropriate, at each time and in the amounts determined in accordance with this Agreement. You hereby further authorize us to initiate Debit Transactions for any amounts that come due under the Agreement, including for any Proceeds due to us upon the occurrence of a Total Delivery Event. If we initiate a Debit Transaction from your Account that falls on a Saturday, Sunday or holiday, then the debit in respect of such Debit Transaction may be initiated on the next business day. Any separate transfers that you make prior to the time required to be made under this Agreement will not affect this Electronic Debit Authorization. You authorize us to transfer partial payment of any amounts due under this Agreement, to the extent available, via Debit Transaction. You authorize us to attempt to transfer payment from your Accounts multiple times, to the maximum extent permitted by applicable law, until the amounts due to us are satisfied. We will not be liable or responsible for any fees imposed on you by the provider of any Accounts as the result of any authorized debit, payment to you of the Purchase Price, or any transfers made directly by you under this Agreement. 
  • Section 2.3. Transfer Failure. Funds must be available by the prior business day. If funds will be insufficient (other than because Earned Monies are less than Actual Proceeds), promptly arrange an alternative payment acceptable to us. If a debit is rejected or you otherwise fail to pay (other than for the foregoing reason), we may: (i) suspend future RSPAs; (ii) suspend auto-debits and require direct timely transfers; (iii) initiate daily Scheduled Debits; and (iv) pursue all remedies. We may resubmit returned items and collect electronically.
  • Section 2.4. Terminating/Disputing Authorization; Other Transfers; Disputed Amounts.
    • You may terminate this debit authorization only for a consumer account by written notice received at least 3 business days before a scheduled debit (we may require written follow‑up within 14 days). We may modify or terminate auto‑debits by notice; you then must pay directly and timely.
    • You may make additional/alternative transfers (mail to: SpringCash LLC, 106 W 56th St, Floor 21, New York, NY 10019; or call 609-917-8910 for overnight/telephone options). Use U.S. dollars and U.S. financial institutions; late‑day or non‑conforming transfers may be delayed for crediting. You bear transfer costs.
      We may accept late/partial transfers without waiving rights. Do not mark transfers “paid in full” or similar; if you do, we may accept without losing rights. Send all written communications about disputed amounts (including any “payment in full” instruments) to the New York address above.

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SECTION 3 – Client Covenants, Representations, and Other Agreements

  • Section 3.1. Certain Covenants. You agree that: (i) all information provided is accurate and complete in all material respects and will promptly correct or update any information that becomes materially inaccurate; (ii) funds are business‑purpose only; (iii) sales of Receivables/Proceeds are properly recorded; (iv) you will not materially change your business without notice; (v) you will provide and maintain our access to Accounts/marketplaces/related data and other requested financial/operational information; (vi) you will not reduce/remove our access; (vii) you will promptly notify us of changes or new/closed accounts with processors/marketplaces; (viii) all Proceeds are deposited to the Accounts, which remain open until obligations are satisfied; (ix) you will maintain your Account and notify us of any new/substitute Account; (x) you will promptly and lawfully collect Receivables; (xi) books reflect each sale to us; (xii) you will transfer Proceeds in U.S. dollars as required; (xiii) you will not discourage Account use or impair acceptance; (xiv) you may open new settlement accounts in the ordinary course of business, provided Company is notified within 3 business days and granted continued access to Receivables; (xv) you will not sell, transfer, or otherwise dispose of assets if such sale or disposition would materially impair Company’s ability to collect Receivables under this Agreement. Ordinary-course sales of inventory, equipment replacement, or other routine transactions shall not be deemed a breach, provided that Client continues to meet its obligations hereunder; (xvi) you will not intentionally impair receivables generation/collection; (xvii) you will not sell our Receivables without our prior written consent; and (xviii) you will not terminate/stop/charge back any authorized debit or claim it unauthorized (except where Earned Monies are less than Actual Proceeds). (Items (i)–(xviii), the “Client Contractual Covenants.”)
    • Notwithstanding the foregoing, no failure by Client to comply with subsections iii, v, vi, vii, ix, xiii, xiv, or xv above shall constitute a breach or Total Delivery Event if such failure results from a good faith oversight, administrative error, or other immaterial instance that does not materially impair Company’s ability to collect Receivables, provided that Client cures such failure within three (3) business days. For clarity, obligations relating to fraud, intentional diversion, willful misrepresentation, or material asset transfers remain subject to immediate enforcement without any cure period.
  • Section 3.2. Condition of Business. As of today: you have no present intent to cease business; you are solvent; you have not recently contemplated or discussed insolvency proceedings; none are pending or filed; and no eviction or foreclosure is pending or threatened.
  • Section 3.3. Further Inquiries; Disclosure of Information. You authorize us and our agents to investigate you, verify references/statements, and pull credit reports now and later while any obligation remains.
  • Section 3.4. Additional Representations, Warranties, and Covenants. You will comply with the Client Contractual Covenants; all information you provide is and will remain true, accurate, and complete; we may rely on it to purchase Receivables; you are in material compliance with applicable laws and platform rules; you have all required authorizations; you are duly authorized to sign and perform; you will maintain customary insurance and provide proof on request; and you will not change name or business location without advance notice.
  • Section 3.5. Unencumbered Receivables; Interest in Receivables. You have good title to Receivables and Proceeds, free of adverse interests (other than permitted). After sale, you retain no legal or equitable interest in the sold Receivables/Proceeds; to the extent permitted by law, they are not property of your bankruptcy estate.
  • Section 3.6. Business Purpose. You are a valid business entering a commercial transaction; funds are used for business, and Proceeds arise from goods/services sold by you.
  • Section 3.7. Total Delivery Events.
    • The following events (each, a ‘Total Delivery Events’) shall constitute an event of default under this Agreement; provided, however, that no such event shall constitute a Total Delivery Event unless (a) Client promptly notifies Company upon becoming aware of the condition, and (b) such condition continues unremedied for three (3) business days after written notice from Company, except that no cure period shall apply to events involving fraud, intentional misrepresentation, or willful diversion of Receivables.
    • “Total Delivery Events” include: (i) failure to transfer Earned Monies within 3 business days of notice of non-payment (other than because Earned Monies < Actual Proceeds); (ii) material breach of this Agreement; (iii) terminating/stopping/ disputing an authorized debit (except as above); (iv) closing any Account without our prior written consent, which may not be unreasonably withheld; (v) providing materially false or misleading information or financials; (vi) a change of control or organizational restructuring that materially impairs Company’s ability to collect Receivables; (vii) liquidation or dissolution without payment of outstanding obligations, or a merger/combination that materially impairs Company’s ability to collect Receivables; (viii) non‑ordinary‑course asset sales or sale‑leasebacks that materially impair Company’s ability to collect Receivables; (ix) unsatisfied judgments ≥ $100,000 or involuntary liens not resolved within 30 days (absent bankruptcy); (x) Company’s failure to perform and/or provide all services and/or goods required for the full and undisputed payment of Receivables; (xi) Company’s failure to comply with the terms between it and Invoice payor governing the Invoice; or (xii) any set offs, reductions, encumbrances or liens on the payment or Proceeds of any Invoice, to the extent caused or permitted by Company (including, but not limited to, agreements to allow Invoice payors to deduct payments from Invoice amounts and any agreements with Invoice payors allowing reductions or set offs to payments due under an Invoice). Bankruptcy or going out of business alone is not a breach if not fraudulent or evasive; you must use good‑faith efforts to fulfill obligations. Promptly notify us in writing of any condition that could become a Total Delivery Event and your proposed actions.
  • Section 3.8. Our Rights Upon a Total Delivery Event. On a Total Delivery Event, we may immediately demand and recover the Total Amount Sold, which shall include Initial Amount Sold, minus Proceeds we have collected and received, plus fees/costs/expenses, by debiting any Account or requiring wire payment. You owe our reasonable costs, including attorneys’ fees and collection/insolvency proceeding expenses. We may terminate your role as collection agent for outstanding Receivables and appoint ourselves or an agent; you will cooperate. All remedies are cumulative.
  • Section 3.9. Protective Security Interest. To secure Client’s performance under this Agreement, Client hereby grants to Company a continuing first-priority, perfected security interest in all of your right, title and interest, whether now owned or hereafter acquired, in, to and under the Total Amount Sold of Receivables and all products, proceeds and collections (as those terms are defined in Article 9 of the Uniform Commercial Code (“UCC”)) thereof, subject only to any prior security interest of the provider of any Account or right of setoff of any bank with regard to any Account, if any. The security interest granted pursuant to this section is being granted solely for the purpose of ensuring that Client does not take any action to deprive us of our rights under this Agreement. Client and Company agree that, in no event shall the security interest granted hereunder result in anything hereunder being considered a loan or financial accommodation.
  • Section 3.10. Financing Statements. Client understands and agrees that Company may at any time file one or more UCC-1 financing statements, lien entry form or other document to evidence the sale of Client’s Receivables or to perfect, amend or continue any interest granted herein. Client agrees to cooperate with Company as may be necessary to accomplish said filing and authorizes Company to sign Client’s name to effect the filing or continuation of any such filings. Any UCC-1 financing statements that are filed may state that the sale of Receivables by Client to Company is intended as a true sale and not an assignment for security.

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SECTION 4 – Arbitration and Waivers

  • Section 4.1. ARBITRATION; LIMITATIONS. ALL CLAIMS arising from or relating to this Agreement, related transactions, changes, collection, advertising/solicitation, Parties/affiliates, or validity/scope (including arbitrability) will be resolved by binding arbitration under the FAA before a single AAA arbitrator using the AAA Commercial Rules—Expedited Procedures in Wilmington, DE. No court or jury; limited discovery; no class/representative claims; no consolidation absent written consent. Awards are final and enforceable with limited review; a brief written decision will be provided. A party may appeal within 30 days to a three‑arbitrator AAA panel for de novo review on written submissions. Small‑claims actions may proceed individually in Wilmington, DE or your business‑county small‑claims court. Fees/costs follow AAA rules; we may elect to pay certain fees and will reimburse for non‑frivolous Claims under $75,000; we seek attorneys’ fees only if your claims/defenses are frivolous. Opt‑Out: You may opt out of arbitration within 30 days of the Effective Date by written notice to SpringCash LLC, ATTN: Arbitration, 106 W 56th St, Floor 21, New York, NY 10019 including your name, address, and account/agreement number; keep proof of delivery. This section survives termination.
  • Section 4.2. Jury Trial Waiver. EACH PARTY WAIVES JURY TRIAL for any suit, action, or proceeding related to this Agreement, except where prohibited.
  • Section 4.3. Class Action Waiver. NO CLASS OR REPRESENTATIVE ACTIONS. If any class action proceeds despite this waiver, (1) no attorneys’ fees/costs are recoverable by the prevailing party for that class action, and (2) initiating/members may not claim or share in recovery.
  • Section 4.4. No Waiver by Company. Our delay or partial exercise of rights is not a waiver. Remedies are cumulative.

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SECTION 5 – Additional Terms

  • Section 5.1. Remedies. If any representation/warranty is untrue, any covenant (including the Client Contractual Covenants) is breached, or a Total Delivery Event occurs, we may exercise all remedies in this Agreement and under law.
  • Section 5.2. Marketing. Client authorizes Company to use its, his or her name in a listing of clients and in advertising and marketing materials
  • Section 5.3. Transfer and Assignment. We may sell or assign our interests without notice. You may not assign without our prior written consent; your obligations bind successors and assigns.
  • Section 5.4. Modifications; Amendments; Construction. Binding on successors/permitted assigns. Changes require a signed writing. You had the chance to consult counsel and advisors. This Agreement is negotiated; no rule of strict construction. Headings are for convenience; “including” means “including, without limitation.” Singular includes plural and vice versa.
  • Section 5.5. Notices. Written notices may be delivered in person, by registered/certified mail, nationally recognized overnight courier, or email. We send to your last known email; notice to one is notice to all. Send notices to SpringCash LLC, 106 W 56th St, Floor 21, New York, NY 10019. Notify us immediately of changes to your name, addresses, contacts, errors in transaction info, incompetency, or death; you indemnify us for issues around proof of incompetency. This indemnity survives termination.
  • Waiver of Service of Process. Client waives formal service of process to the fullest extent allowed by law. Service may be made by certified mail, overnight courier, or email to Client’s last known address on file with Company, and will be effective when sent. Client agrees these methods are valid and waives any objection to their sufficiency.
  • Section 5.6. Governing Law. Delaware law governs (except that arbitration is governed by the FAA). You submit to Delaware courts (state or federal), waive inconvenient forum/venue objections.
  • Section 5.7. Term and Survival. This Agreement continues until all obligations are satisfied; provisions that by their terms survive will do so.
  • Section 5.8. Entire Agreement; Severability. This is the entire agreement on the subject and supersedes prior understandings unless reaffirmed or restated here. If any provision is invalid/unenforceable, the rest remain in effect.
  • Section 5.9. Telephone Monitoring and Recording. We may monitor and record calls for quality/training.
  • Section 5.10. Communicating With You; Consent to Contact. We may contact you (mail, email, phone, text, automatic dialers/recorded messages) at any provided address/number for lawful reasons, including collections and offers per our privacy policy, even if on a do‑not‑call list. You may withdraw consent by writing to the New York address and specifying the contact info not to use. “You” includes your agents/representatives for these communications.