1) The parties of this agreement are Equity & Financial Solutions, LLC. (EFS). ProPay USA, LLC (ProPay) and the individual(s) on this application (Client).
2) The service provided by ProPay will consist of:
a) Causing a debit to be created in accordance to the schedule frequency selected in the "LOAN INFORMATION" section of the application against the listed deposit account by a member of an Automated Clearing House (ACH), each such debit to be equal to one-half of the Client's monthly loan payment plus a transaction electronic debit fee. (Debit could be greater than one half of the monthly loan payment if the Client has selected an additional bi-weekly amount to be applied to the "plus" principal reduction amount of his/her loan monthly).
b) On or about the payment due date of each month, making the specified payment to the Client's lender, subject to PROPAY having received good funds for each payment from Client, PAYMENTS TO CLIENT'S LENDER ARE MADE ONCE EACH MONTH.
c) In any calendar month in which three bi-weekly debits are taken from the Client account, remitting an amount equal to the third such debit (less transaction or electronic debit fees, the deferred enrollment fee, and any accrued insufficient funds or other failed debit charges) to that Client's lender, identified as a payment to reduce loan principal, with the next monthly payment submitted to the lender.
d)Provide the client a debit schedule prior to the next calendar year indicating when the debits are to be scheduled.
3) The parties agree that the transfers by ProPay on behalf of the Client listed in 2-a, 2-b, and 2-c above will continue until the Client cancels this agreement by giving ProPay a two-week written notice, or until ProPay cancels this agreement as set forth in #7 below. If any scheduled debit is deshonored for any reason, past or present, client agrees to remit to ProPay, within 15 calandar days of demand by ProPay, any such funds paid to the clients's lender on their behalf and all fees associated as listed in #8 below with regards to the action(s) of the clients. Client's failure to do so shall result in the termination of this Agreement as well as all obligations of ProPay and EFS hereunder.
4) Client agrees to pay the non-refundable enrollment fee to ProPay upon execution of this agreement. Client may elect to defer said fee as described on page one. Those electing to defer fees to ProPay understand that said fees will be deducted from any additional and/or additional "plus" principal payments and/or payments to principal by ProPay and paid to EFS. Client
hereby authorizes ProPay to debit Client's account for the amount of non-refundable enrollment fee. Client further authorizes ProPay to pay such amounts to EFS. Thereafter, any amounts over and above the monthly payments will be sent to the lender with instrucions to credit to principal.
5) Client hereby authorizes EFS to access Client's account history ledgers at ProPay for the purposes of tracking payments and debits and answering questions Clients might have.
6) Transaction and NSF fees are subject to reasonable adjustment to reflect increases if experienced by ProPay on its cost of ACH debiting, funds security insurance, and similar expenses. The right to interest earned (if any) on Client's funds while held by ProPay is hereby assigned by Client to ProPay to partially offset the cost of the program. ProPay has the right to change the ACH member institution that which initiates the ACH transfer (see "2-a" above) or the bank in which ProPay maintains the Client's funds at any time without notice to Client.
7) ProPay may terminate this agreement without prejudice if:
a) The debit against the listed account is dishonored by the receiving institution due to either two consecutive insufficient funds notices or three insufficient notices in a 6-month period.
b) The listed account is closed or a stop payment order is issued against the debit.
8) When this agreement is terminated for any cause, all accounts are subject to a twenty-five dollar ($25) close out fee. ProPay will remit to Client all funds then held for Client, less any accrued, insufficient funds, or other failed debit charges, enrollment fees, close out fees and any uncollected transaction fees. If ProPay is not holding any client funds, the twenty-five dollar ($25) close out fee will be charged against the client's bank account, and the bank account may be debited without notice.
9) In the event of a debit returned by the receiving institution due for any reason, a charge of thirty-five dollars ($35) will be made against the Client's account, and the account may be debited without notice.
10) Client acknowledges and agrees that Client is ultimately responsible for making payments on the Client's loan. This agreement in no way alters or diminishes Client's obligations under Client's loan contract. Client agrees to indemnify an hold harmless ProPay, EFS and its authorized representatives, service providers, and the bank in which ProPay keeps the Client's funds, from and against any claims, liabilities, costs, or penalties arising out of the Client's default under the loan, under this agreement, or which results from any event or circumstances outside of the reasonable control of ProPay or EFS. In no event shall ProPay or EFS be responsible for consequential, incidental, or third party damages, even if ProPay or EFS has been advised of the possibility of such damages occurring.
11) Client assumes responsibility to communicate in writing to ProPay any information that may affect the monthly payment of the Client's loan, including, but not limited to: (1) changes in the amount of the monthly payment: (2) changes in the Client's address: (3) changes in the Client's banking relationship or account number; or (4) any other change which could effect ProPay's performance of this Agreement. Client agrees that Client shall give immediate notice in writing to ProPay in the event Client receives a delinquency notice from Client's lender. Client acknowledges that any changes assessed by the Client's bank or financial institution against Client's account because of electronic transfers or insufficient funds or uncollected funds are the Client's responsibility.
12) Client represents and warrants to EFS and ProPay that all of the information furnished by Client on page one of this agreement is accurate and complete, and that Client's loan contains no prohibition of prepayment penalty. Client shall be solely responsible for any such penalty arising out of any prepayments authorized by his agreement. Client hereby indemnifies and holds EFS and ProPay and their respective officers, directors, members, employees, agents and contractors harmless from and against any claim, demand or loss arising out of such prepayments.
13) Except as specifically provided in this agreement, EFS and ProPay makes no warranties, either express or implied, as to any matter whatsoever, including, without limitation, any WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO SALES REPRESENTATIVE OF DEALER, EFS OR PROPAY IS AUTHORIZED TO MAKE ANY REPRESENTATION OR AGREEMENT CONTRARY TO THE PROVISIONS CONTAINED IN THIS AGREEMENT. Client acknowledges that no such representations or agreements have been made.
14) IN NO EVENT SHALL EFS OR PROPAY BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, DATA LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF EFS OR PROPAY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. EFS OR PROPAY'S LIABILITY TO CLIENT HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE AMOUNTS PAID TO EFS OR PROPAY HEREUNDER BY THE CLIENT. IN NO EVENT SHALL EFS OR PROPAY BE LIABLE TO CLIENT FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OR DELAY OF EFS OR PROPAY IN THE DELIVERY OR IN THE PERFORMANCE OF OTHER SERVICES UNDER THIS AGREEMENT.
15) Force Majeure. Notwithstanding anything herein to the contrary, EFS or ProPay's performance hereunder shall be excused for any period of delay (not to exceed sixty (60) days) where delays are caused by war, insurrection, riots, walkouts, floods, earthquakes, fires, weather conditions, casualties, acts of God, restrictions imposed or mandated by or delays of governmental or quasi-governmental authorities or utility providers, enactment of conflicting state or federal laws or regulations, litigation or similar or other matters beyond the reasonable control of Seller, excluding financial inability to perform.
16) GENERAL: The waiver or modification of or failure to insist on any term or condition, shall not waive, modify or void any of the other terms or conditions and cannot be construed as a waiver or relinquishment of the right to performance of any such term or terms. If any provision or part of this Agreement shall be declared illegal, void or unenforceable, the remaining provisions shall not in any way be affected or impaired thereby. The various paragraph or section headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or of any provision thereof. Any cause of action arising out of or related to this Agreement must be brought no later than one year after the cause of action has accrued except that an action for non-payment may be brought within one (1) year after the last payment. This Agreement is the sole agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party. This Agreement may only be amended by an instrument executed by the authorized representatives of both parties. In the event of suit or other legal proceeding, the prevailing party shall be entitled to collect its reasonable attorney's fees, expenses and costs, including court costs, which shall include any appellate and post-judgment collection proceedings. This agreement shall be governed by and construed in accordance with the laws of the state of Arizona, excluding its choice of law rules. The parties hereto submit themselves to the exclusive jurisdiction of the tribunals of the state of Arizona, including without limitation, the United States District Court for the District of Arizona, expressly waiving any venue or jurisdiction to which they may be entitled by their present or future domiciles.
17) Each party hereto agrees to submit to the personal jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona, in the event litigation to enforce the terms and conditions of this Agreement is necessary. Venue for any such action shall be Maricopa County, Arizona. Any notice required or desired to be given hereunder shall be in writing, delivered in person, by facsimile, or by registered or certified U.S. mail, postage pre-paid, and addressed to the party to whom such notice is to be given, at the addresses first herein above written, or at such other address as shall be properly noticed pursuant to the provisions of this section. Delivery shall be deemed made upon receipt if in person or by facsimile, and if mailed, within three  days of deposit in the U.S. mail.