These Terms and Conditions govern your access to our LoadPay product (the “Servicer”), related information, and any related services provided to you by us through the LoadPay.com site (the “Site”).  We are not a bank, a money transmitter or a money services business (“MSB”) and we do not offer banking, money transmission or MSB services. 

CAREFULLY READ THESE TERMS AND CONDITIONSThese Terms and Conditions constitute an agreement between you and us. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS AND CONDITIONS CAREFULLY, UNDERSTAND EACH OF THEM AND AGREE TO BE BOUND BY THEM By selecting theI Acceptbutton at the bottom of this page.  THE TERMS THAT ARE APPLICABLE TO YOU MAY DIFFER BASED ON THE STATE IN WHICH YOUR PRINCIPAL PLACE OF BUSINESS IS LOCATED.  By accepting these Terms and Conditions once, you agree that you will be bound by them each and every time you use our website or the Service.  [YOU ACKNOWLEDGE AND AGREE THAT THIS IS NOT A LOAN CONTRACT.]  Please note that these Terms and Conditions contain waivers by you of certain rights you have against us, our affiliates, and our or their directors and representativesIf you do not agree to these Terms and Conditions, you may not access or otherwise use our website or the Service.

 

BROKER SERVICING AGREEMENT

This Agreement (as amended and in effect from time to time, this “Agreement”) between LoadPay LLC (“Servicer”) and the entity identified as the “Company” in the Registration Form (as defined below) (“Company”).

RECITALS

  1. Company, in the normal course of its business, purchases goods and/or services from certain third-party vendors which extend trade credit to the Company;
  2. The extension of such trade credit to the Company creates accounts payable owing by the Company to such vendors.
  3. Subject to the terms and conditions set forth herein, Servicer desires to service certain accounts payable owing by the Company to certain of such vendors
  4. This Agreement has been entered into and will be performed in the Chosen State.

NOW THEREFORE, in consideration of the premises, and intending to be legally bound hereby, the Parties agree as follows:

  1. Definitions. The following terms shall have the meanings set forth below. Any capitalized terms not herein defined shall have the meaning proscribed in the Uniform Commercial Code.
  2. Servicing of payables.
  1. PAYMENT BY THE COMPANY.

THE COMPANY AGREES THAT NONE OF THE FOREGOING SHALL (A) GIVE RISE TO ANY DEFENSE, COUNTERCLAIM, OR RIGHT OF SET-OFF AGAINST SERVICER, (B) PERMIT ANY RECOUPMENT OR ABATEMENT OF, OR REDUCTION IN THE INVOICE AMOUNT FOR PURPOSES OF THIS Section 3, OR (C) RELIEVE THE COMPANY, IN WHOLE OR IN PART, OF THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE COMPANY’S OBLIGATION TO PAY TO SERVICER AN AMOUNT EQUAL TO THE FULL INVOICE AMOUNT ON THE DUE DATE RELATING THERETO.  The Company shall, notwithstanding any such claim, continue to pay to Servicer, as and when due, the Invoice Amount relating to the Specified Payable, and any claim that the Company may have which arises from a defect in or deficiency of any Supplies shall be brought solely against the Applicable Vendor and may be reflected as a debit or offset in computing the Invoice Amount on a later issued Invoice from or to the Applicable Vendor.

Payment options available to you are as follows:

  1. Single Payment Entry (manual data entry, one payment at a time)
  2. Payment Upload (bulk payment file upload, using file template)
  3. Partner Integration (automatic processing, using integration with third party)

 

  1. Security Interest.
  2. The Site.
  3. REPRESENTATIONS AND WARRANTIES.
  1. COVENANTS.
  1. CONDITIONS PRECEDENT.
  1. EXPENSES AND INDEMNIFICATIOn.

Such indemnification includes indemnification for any such loss, cost or expense arising from interest, fees or other amounts payable by Servicer to lenders or other third parties, whether or not recourse against Servicer therefor is limited to payment out of a particular fund or proceeds of a particular source.

  1. TERMINATION.
  1. CONFIDENTIALITY.
  2. MISCELLANEOUS.

“Vendor agrees to indemnify the Company and/or Servicer from any loss suffered by the Company and/or Servicer arising out of the Company’s or Servicer’s payment of an Account of the Company to or for the account of the Vendor, rather than to an assignee of the Account.  This Section shall be deemed an amendment to all present and future agreements between Vendor and the Company, and the Company shall be deemed an intended third –party beneficiary of this Section.”

  1. THE FOLLOWING TERMS APPLY IF YOUR PRINCIPAL PLACE OF BUSINESS IS IN ANY STATE OTHER THAN FLORIDA, PENNSYLVANIA, OR RHODE ISLAND
  2. THE FOLLOWING TERMS APPLY IF YOUR PRINCIPAL PLACE OF BUSINESS IS LOCATED IN FLORIDA, PENNSYLVANIA, OR RHODE ISLAND