Payment Resolution Partners Collection Agreement

This Agreement is entered into between Payment Resolution Partners (“PRP”) and the undersigned Client for the purpose of allowing PRP to collect unpaid invoices on the Client’s behalf.

1. Authorization
The Client authorizes PRP to act on its behalf in contacting the payer(s), discussing debts, communicating relevant messages, negotiating discounts or payment terms, and collecting payments. This authorization is binding until this Agreement is terminated in accordance with the termination clause.

2. No Guarantee of Collection
PRP does not guarantee that any payment will be collected, nor does it guarantee the collection of any payment within a specific timeframe. PRP will use its best efforts to pursue payment; however, the Client acknowledges that factors such as payer insolvency, bankruptcy, disputes, or other conditions beyond PRP’s control may impact the success of collection efforts.

3. Fees and Payment Terms
PRP’s fees will be a percentage of the successfully collected amount, as outlined in the rate agreement presented to the Client, confirmed in writing prior to signing this Agreement. Any changes to the fee must also be documented in writing and acknowledged by both parties. The fee will be deducted before PRP remits the remaining balance to the Client. When payments are made in installments, PRP will deduct its fee from each installment as it is received. If the payer stops making installment payments, PRP retains any fees already collected and owes no further payments to the Client. PRP will remit payments to the Client within 5 business days of receiving cleared funds into PRP’s account, provided there are no outstanding disputes or unresolved issues. Payments made by credit card or other methods will be considered “received” once they have cleared and are available in PRP’s account. In case of any disputes regarding the payment or fee calculation, the Client must notify PRP in writing within 7 days of receiving the payment. Failure to do so will result in the payment and fees being considered final and non-disputable. In the event of a chargeback initiated by the payer after a payment has been processed, PRP reserves the right to recover the amount of the chargeback, including any associated fees, using one or more courses of action. These actions may include, but are not limited to, clawing back the funds directly from the Client or deducting the amount from any future payments collected on the Client’s behalf. PRP will determine the appropriate method for recovering the funds based on the circumstances of the chargeback. If the payer remits payment directly to the Client, bypassing PRP, the Client agrees to notify PRP of the payment in writing within 2 business days. The Client further agrees to remit PRP’s fee, calculated based on the amount collected, within 5 business days of receiving the payment. Failure to remit PRP’s fee within this timeframe will result in the application of late fees ($100.00 per business day until paid) and/or legal action for recovery, including late fees, associated costs, and attorney’s fees.

4. Liability Waiver
The Client agrees that PRP will not be held liable for any damages arising from its reasonable attempts to collect payment from the payer, including, but not limited to, loss of business or revenue related to accepting a discounted payment or any other action taken in good faith to recover the debt.

5. Changes to Terms
PRP may make adjustments to the collection terms, including accepting installment payments or adjusting the discount rate, based on negotiations with the payer. Any changes will be documented via email and considered binding. Significant changes may require a formal signed addendum.

6. Chargebacks
PRP will make reasonable efforts to dispute chargebacks, including providing documentation and communication logs to defend the payment. The Client agrees that PRP is not liable for chargebacks that are not resolved in its favor. PRP reserves the right to recover any fees or payment amounts from future collections or claw back funds directly from the Client as outlined in Section 3.

7. Client Responsibility for Accurate Information
The Client is responsible for providing complete and accurate information related to the payment, including payer contact details, invoice amounts, payment terms, and any other relevant data. PRP will not be held liable for delays, missed payments, or any failure to collect funds resulting from incorrect or incomplete information provided by the Client. (a) By signing this Agreement, the Client confirms that the information provided is true and correct, that the invoice amount is accurate, and that, to the best of their knowledge, the amount is owed by the customer indicated. The Client assumes all liability arising from any damages PRP incurs due to knowingly false or incomplete information provided by the Client.

8. Updating Payment Information
If the Client’s payment details, payer contact information, or any other relevant information changes, the Client must notify PRP in writing (via email) within 5 business days of the change. PRP will update the information in its records and continue to act based on the most recent information provided by the Client. Failure to provide updated information may result in delays or the inability to collect payment, for which PRP is not liable.

9. Termination
Either party may terminate this Agreement with 7 days’ written notice. Any payments in progress, installment plans, or payments received after the notice of termination will continue to be managed under the terms of this Agreement until completion. PRP retains the right to collect its fees on any payments made by the payer within 60 days following the termination date. If a payer submits a payment to PRP after the Agreement is terminated, PRP will handle the payment according to the terms in effect at the time of the payment.

10. Exclusive Rights
While this Agreement is in effect, the Client agrees not to hire any third parties, including other collections companies or legal services, to pursue recovery of the specified payment(s) without PRP’s written consent.

11. Confidentiality
PRP agrees to maintain the confidentiality of all sensitive information provided by the Client or obtained during the payment recovery process, except where disclosure is required by law.

12. Record-Keeping
PRP will maintain records of all payment transactions and communication with the payer for a period of 12 months after the final payment, for compliance and reference purposes.

13. Dispute Resolution
Any disputes arising out of or related to this Agreement shall first be resolved through binding arbitration in San Diego, California. Should arbitration not resolve the dispute, it will be submitted to the courts in San Diego, California. The prevailing party in any legal action shall be entitled to recover reasonable attorney’s fees and costs.

14. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

15. Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement when such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government regulations, labor disputes, cyber-attacks, interruptions of utility services, or any other similar occurrences. In the event of a force majeure situation, PRP will notify the Client as soon as reasonably possible and make all efforts to resume collection activities as soon as the event is resolved.

16. Entire Agreement
This document constitutes the entire Agreement between PRP and the undersigned Client. No other promises or conditions are binding unless agreed to in writing and signed by both parties.

17. Right to Update Agreement
PRP reserves the right to update the terms of this Agreement with written notice to the Client. The Client’s continued use of PRP’s services after notice of updated terms constitutes acceptance of the new terms.