Please carefully review this Agreement before using the Services. If you do not agree to these terms, you may not access or use the Services.

You may not access or use the Services or accept this Agreement if (1) you are not a legal resident of the United States, 2) you are not of legal age to form a binding contract with Outgo, or 3) you are prohibited by law from using the Services.

By accessing and/or using the Services on behalf of yourself or the Carrier that you represent, you represent and warrant that:

Outgo reserves the right to amend this Agreement at any time. When we make material modifications to this Agreement, we will post the revised Agreement through the Services and update the “Last Updated” date at the top of this Agreement. We will also provide you with notice of any material changes by email as required by law. Your continued use of the Services after any change to this Agreement constitutes your agreement to be bound by any such changes. Outgo may terminate, suspend, change, or restrict access to all or any part of the Services without notice or liability.

To access Outgo’s Services, Outgo may be required to verify your identity or the identity of the Carrier you represent. When you sign up for our Services, you authorize Outgo to obtain information about you and your invoice and accounts receivable activity, and agree that all information you have provided to Outgo is accurate, current and complete information—such as your name, Carrier’s name, Federal Motor Carrier Safety Administration or Department of Transportation number, mailing address, telephone number, and email address (such information, “Account Information”). You further represent that you are a legal owner of, and that you are authorized to provide us with, all Account Information and other information necessary to facilitate your use of the Services. As part of our initial identity verification process, you authorize us to make any inquiries we consider necessary to validate your identity or the identity of the Carrier you represent. If you do not respond to such inquiries or we cannot verify your identity or the identity of the Carrier you represent, we can refuse to allow you to use the Services. Should any of your Account Information change, you agree that you will update this information as soon as possible.

To use the Services, you may direct Outgo to retrieve your account transaction history, balance information and/or other information maintained by third-parties with which you have relationships, maintain accounts or engage in financial transactions (“Third-Party Account Information”). Outgo works with one or more third-party service providers to access this Third-Party Account Information. By using the Services, you authorize Outgo to access this information maintained by identified third parties, on your behalf as your agent, and you expressly authorize such third parties to disclose your information to us. By agreeing to this Agreement, you are also agreeing that you are responsible for keeping your passwords and usernames for this Third-Party Account Information secure, and for keeping those passwords and usernames up to date in your Outgo Services. Outgo does not review the Third-Party Account Information for accuracy, legality or non-infringement, and Outgo is not responsible for your Third-Party Account Information or products and services offered by or on third-party sites.

Outgo grants Carrier a non-exclusive, limited, non-transferable, and revocable license to use and access the Services solely for its own internal business purposes and subject to this Agreement. Any other use is strictly prohibited.

Carrier agrees to comply with all applicable laws and regulations and all third-party payment network or payment clearinghouse rules, guidelines, requirements, and prohibitions when using or accessing the Services.

Carrier further agrees that it will not (i) license, sublicense, sell, resell, rent, transfer, assign or distribute its rights to access and use the Services to any other party or otherwise commercially exploit the Services or (ii) access or use the Services in order to (a) build a competitive service or product; (b) build a service or product using similar ideas, features, functions or graphics; (c) monitor its availability, performance or functionality or for any other benchmarking or competitive purposes; or (d) copy any ideas, features or functions of the Services.

Upon request, Carrier will permit Outgo to reasonably investigate or audit Carrier’s compliance with the foregoing in connection with Carrier’s use of the Services.

Except for the limited license granted to Carrier in this Agreement, Outgo and its third party licensors retain all right, title and interest, including all intellectual property rights, relating to or embodied in the Services, any related technology and any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating thereto offered by Carrier or any other party. This Agreement does not convey to Carrier or any other Person any rights of ownership in or related to the Services or any other intellectual property rights of Outgo or any other Person. Outgo’s name, logos and the product names are trademarks or service marks of Outgo or third parties, and no right or license is granted for Carrier to use them.

Carrier agrees that any communication or materials it sends to Outgo in connection with its use of the Services, electronically or otherwise, including but not limited to data, questions, comments, survey responses, suggestions or submissions, is and will be treated as non-confidential and non-proprietary and may be used by Outgo for any purpose including, but not limited to modification, reproduction, transmission, disclosure, publication, broadcast, and posting.

Carrier is responsible for all activities that occur through its access to and use of the Services. Carrier shall: (i) keep all related passwords and login IDs confidential and promptly notify Outgo after discovery of any unauthorized use of any password or any other known or suspected breach of security and (ii) not impersonate another user of the Services or provide false information to gain access to or use the Services. Any person accessing any portion of the Services or taking any action on behalf of Carrier represents and warrants to Outgo that it has full authority to do.

THE CARRIER SERVICES ARE PROVIDED AND MADE AVAILABLE STRICTLY ON AN “AS IS, AS AVAILABLE” BASIS. OUTGO DOES NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE SERVICES AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS RELATED THERETO. OUTGO IS NOT RESPONSIBLE FOR OUTAGES OR DISRUPTIONS OF THE INTERNET AND TELECOMMUNICATIONS INFRASTRUCTURE WHICH ARE BEYOND OUR CONTROL AND CAN LEAD TO INTERRUPTIONS IN THE AVAILABILITY OF THE SERVICES. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM COMPUTER VIRUSES OR ANY OTHER HARMFUL OR CORRUPTED FILES, ARE HEREBY DISCLAIMED AND OUTGO SHALL HAVE NO LIABILITY OR RESPONSIBILITY RELATED THERETO, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

CARRIER’S USE OF THE SERVICES IS AT ITS OWN RISK. NEITHER OUTGO NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, PUNITIVE, SPECIAL, COVER, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING FOR EXAMPLE, LOSS OF GOODWILL, DATA, REVENUE, PROFITS, SAVINGS, USE OR ECONOMIC ADVANTAGE), OR CLAIMS OF THIRD PARTIES ARISING OUT OF, OR RELATING TO, CARRIER’S USE OF OR ACCESS TO THE SERVICES, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY, OR OTHERWISE AND CARRIER HEREBY WAIVES ANY AND ALL RELATED CLAIMS AGAINST OUTGO AND ITS AFFILIATES, AGENTS, REPRESENTATIVES, AND LICENSORS.

Carrier agrees to indemnify and hold harmless Outgo, its affiliates and their respective officers, directors, employees and agents (the “Indemnified Parties”) against and save the Indemnified Parties harmless from any and all manner of suits, claims, liabilities, demands and expenses (including reasonable attorneys’ fees and collection costs) resulting from or arising out of the use of the Services or marketing of the Services, whether directly or indirectly, including the transactions or relationships contemplated thereby and hereby, and any failure by Carrier to perform or observe its obligations under this Agreement. This paragraph shall exclude any suits, claims, and liability arising solely from Outgo’s gross negligence or willful misconduct.

This Agreement and all acts and transactions under this Agreement and all rights and obligations of ours and yours shall be governed by the laws of the State of Washington. You and we hereby: (i) consent to the jurisdiction and exclusive venue of the courts located in King County, Washington as this contract was entered into and made to performed in the County of King, State of Washington and to service of process in any such action or proceeding by personal delivery or any other method permitted by law; and (ii) waive any and all rights to object to the jurisdiction and venue of any such court including any claims for forum non convenience, or to transfer or change the venue of such action or proceeding. At Outgo’s sole discretion and election, venue is also permissible in any court having jurisdiction over Carrier or Carrier’s assets.

ALL PARTIES HERETO WAIVE TO THE FULLEST EXTENT BY LAW THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY.

This Agreement is effective until terminated. Outgo may terminate this Agreement at any time without notice, or suspend or terminate your access to, or use of, the Outgo Services at any time, with or without cause, in Outgo’s absolute discretion and without notice.

Outgo further reserves the right to modify or discontinue, either temporarily or permanently, any portions or all of the Services at any time with or without notice.

Carrier may terminate this Agreement by providing Outgo with at least 15 days advance written notice, provided that, Carrier shall remain liable for the payment of any amounts owed to Outgo as of the effective date of such termination, as well as any obligations arising under other agreements that Carrier may have entered into with Outgo.

It is the responsibility of Carrier to determine what, if any, taxes apply to the transactions Carrier completes through the Services, and any profit or loss Carrier obtains therefrom. It is the responsibility of Carrier to collect, report, withhold, and remit the correct taxes to the appropriate tax authorities.

Carrier agrees that certain non-public information provided by Outgo to Carrier, including information relating to the Services or Outgo’s business processes, that is identified by Outgo as confidential or that a reasonable person would understand to be confidential will be held by Carrier in strict confidence and treated as the confidential and proprietary property of Outgo. Carrier will not disclose any of the foregoing to any Person, unless specifically authorized to do so in writing by Outgo or unless required by law.

Outgo will take reasonable efforts to maintain in confidence any non-public information provided by Carrier to Outgo that is expressly identified by Carrier as confidential or that a reasonable person would understand to be confidential. Outgo will not disclose confidential and non-public records and information of Carrier to any Person, unless specifically authorized to do so by Carrier or unless required by law.

You agree that Outgo may provide you notices, disclosures, electronic records, and other communications by posting on the Outgo website, through the Services, by e-mail, by short message service (“SMS”), or by regular mail. We will use the Account Information that we have on file to contact you. Communications to you will be considered received when sent by us to the address or phone number that you have provided in your Account Information. In addition, please note that electronic records and signatures may be used in connection with the execution of ACH authorization forms, acceptance of this Agreement or acceptance of applicable fees.

Outgo may give notices regarding the Services to Carrier by sending notice through the Outgo website or any other Outgo web portal used by it in connection with providing the Services, by email or by any other reasonable means of communication. Such notices are deemed given 24 hours after transmission. Carrier agrees that its continued use of the Services thereafter will constitute Carrier’s agreement to any such changes.

Outgo may assign this Agreement or assign its rights and delegate its duties, in whole or in part, under this Agreement without obtaining Carrier’s consent or approval. Carrier may not assign its rights or delegate its duties, in whole or in part, without prior written consent from Outgo, including by operation of law or in connection with any change of control.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect.

Outgo will not be liable for any loss or damage arising from any event beyond Outgo’s reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.

The parties are independent contractors (and, as applicable, buyer and seller of accounts), and no joint venture, partnership, employment, or agency relationship or lender-borrower relationship exists between Carrier and Outgo as a result of the use of the Services. The failure of Outgo to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Outgo in writing. No waiver shall be deemed a continuing waiver or waiver in respect of any subsequent breach or default, whether of similar or different nature, unless expressly so stated in writing. Outgo’s rights and remedies herein are cumulative and not exclusive of each other or of any rights or remedies that Outgo would otherwise have.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be amended except by a written document executed by authorized representatives of each party. There are no unwritten oral agreements among the parties.  

All provisions of this Agreement which by their nature should survive termination shall survive termination, including without limitation, Sections 6, 7, 13, 16, 20, 21.

Capitalized terms used herein shall have the following meanings, unless otherwise noted or defined in the UCC:

Outgo is not a bank. Banking services are provided by Blue Ridge Bank N.A., Member FDIC. The Outgo Visa Business Debit Card is issued by Blue Ridge Bank N.A., pursuant to a license from Visa U.S.A. Inc. and may be used anywhere Visa cards are accepted.