At your request and in Outgo’s discretion, Outgo may purchase Unpaid Invoices that you have previously sold to another factor (each, a “Buyout”).   In connection with a proposed or contemplated Buyout, Carrier represents and warrants that it shall provide true, accurate and complete information in connection with any existing factoring arrangement, including information about disputed Unpaid Invoices, credit balances or reserves posted with the other factor.  Carrier agrees that Outgo may verify all documentation related to such existing factoring arrangement, including contacting the relevant Broker and factor.  Carrier further agrees that it shall take all actions necessary to reasonably facilitate the Buyout, including without limitation, executing a Buyout agreement that indemnifies and/or releases Outgo from various costs and losses associated with the Buyout, and releases required by the other factor.  Once a Buyout has been effected, any Unpaid Invoices purchased by Outgo from the other factor will be considered a Purchased Unpaid Invoice.

You may terminate your use of the Factoring Services at any time, provided that your termination will in no way affect any outstanding Obligations or Outgo’s right to enforce such Obligations.  In addition to any other termination rights set forth in this Agreement, your use of the Factoring Services may be terminated by Outgo: (i) at any time (whether or not an Event of Default has occurred) effective ten (10) days after written notice of termination is given by us to you; or (ii) at any time after the occurrence of an Event of Default, without notice, effective immediately.

Carrier may also enroll in Outgo’s “On Demand Factoring Service.”  The On Demand Factoring Service enables a Carrier to sell Unpaid Invoices in real-time to cover transactions for which Carrier does not have sufficient funds in its Bank Account.  CARRIER UNDERSTANDS AND AGREES THAT IF CARRIER ENROLLS IN THE ON DEMAND FACTORING SERVICE AND OUTGO DECIDES TO PURCHASE ELIGIBLE UNPAID INVOICES, FACTORING SHALL OCCUR AUTOMATICALLY WHENEVER CARRIER DOES NOT HAVE SUFFICIENT FUNDS IN ITS CHECKING ACCOUNT TO COVER A PURCHASE MADE USING THE OUTGO CARD.  Carrier may view Unpaid Invoices eligible for the On Demand Factoring Service through the Services.  However, when On Demand Factoring has been turned on, Carrier agrees that Outgo may, in its discretion, select the eligible Unpaid Invoices to purchase to cover a given transaction.  Outgo will generally select Unpaid Invoices for purchase through the On Demand Factoring Service that are closest to maturity.  Carrier will only be eligible to receive Early Income from the On Demand Factoring Service when Carrier has a sufficient amount of Unpaid Invoices that Outgo determines are eligible for purchase.  Carrier further agrees that Outgo may purchase both whole and partial Unpaid Invoices through the On Demand Factoring Service.  The On Demand Factoring Service cannot be used to cover ATM withdrawals; instead, Carrier may use the standard Factoring Service, receive funds to its Bank Account and then withdraw such funds through an ATM. Any Unpaid Invoices that Outgo chooses to purchase will be identified to Supplier through the Services. 

Carrier authorizes Outgo, its agents and representatives and any third party engaged by Outgo, to investigate any references given or any other statements or data obtained from or about Carrier for the purpose of this Agreement so long as Carrier continues to have any obligation to deliver Unpaid Invoices to Outgo as a consequence of this Agreement or for Outgo’s ability to determine Carrier’s eligibility to enter into any future agreement with Outgo.

Outgo may use the Services or other means to provide notice and instructions regarding the proper remittance location for Unpaid Invoices purchased by Outgo from Carrier.  Once Outgo purchases an Unpaid Invoice, Carrier acknowledges and agrees that Outgo’s rights to collect amounts due under such Unpaid Invoices include without limitation the full right and power (a) to notify the Broker that the amounts unpaid on said Purchased Unpaid Invoice have been assigned to Outgo, (b) to contact the Broker (and, for Buyouts, the factor) to verify the amounts owing upon and the validity of said Purchased Unpaid Invoice, and (c) to collect, compromise, sue for, assign, or to enforce collection of said Purchased Unpaid Invoice in any manner, in the name of Outgo, or in the name of any assignee of Outgo, without limitation.

With respect to each Purchased Unpaid Invoice, Carrier agrees to provide such documentation supporting and evidencing the Purchased Unpaid Invoice as Outgo shall from time to time request.

Unpaid Invoices that Outgo purchases will be purchased at a discount relative to the face amount of invoices giving rise to such Unpaid Invoices communicated by Outgo to Carrier at the time of purchase (the “Factoring Fee”).  Such Factoring Fee will be displayed through the Services prior to Outgo’s purchase of such Unpaid Invoices.  You can also view Outgo’s pricing information at any time by clicking here (https://www.outgo.co/pricing). For Carriers Located in Florida, Maryland, New Hampshire, or Washington D.C., with respect to all Unpaid Invoices purchased by Outgo other than those purchased through the On Demand Factoring Service or for which you have requested prompt funding, the factoring fees will be included in the Invoice Processing Fee, unless modified by Outgo in accordance with this Agreement.

At any time prior to Outgo’s purchase of an Unpaid Invoice, Outgo may change the Factoring Fee based on the credit risk of the Broker, as determined by Outgo in Outgo’s sole discretion. Changes in the Factoring Fee will be communicated to Carrier through the Services prior to purchase and reflected here at outgo.co/pricing. If you do not agree with the Factoring Fee then you do not have to participate in the Factoring Services.

Carrier agrees that all funds it receives for Purchased Unpaid Invoices (whether from a Broker or, in connection with a Buyout, from a factor) will be transferred to Outgo and all funds that are not received for Purchased Unpaid Invoices will be property of Carrier.  Carrier accordingly authorizes Outgo to initiate debit entries to Carrier’s Bank Account and to intercept payments on the Purchased Unpaid Invoices made by the Broker (and, for Buyouts, the factor) to collect payment for any amounts due from Carrier arising under this Agreement (and, for Buyouts, an agreement effectuating the Buyout) and as adjustments to any ACH electronic credits made in error to the Bank Account or resulting from fraud.

Carrier further acknowledges that it has no right to payments made by a Broker that Outgo determines are in excess of any Purchased Unpaid Invoice (each, an “Overpayment”).  Carrier accordingly authorizes Outgo to initiate debit entries to Carrier’s Bank Account to collect Overpayments and refund such Overpayments to the Broker.  Outgo will make commercially reasonable efforts to seek confirmation from Carrier or Broker that a payment is an Overpayment prior to refunding a payment to a Broker.  Carrier acknowledges that it, not Outgo, is solely responsible for resolving any dispute directly with a Broker in the event that an Overpayment is disputed as between Carrier and Broker.  Outgo will not be liable for any loss or damage arising from any mistakenly refunded Overpayments. 

Outgo acknowledges that it has no right to payments made to Outgo by a Broker for Unpaid Invoices that Outgo has not purchased, other than as an agent for Carrier in accordance with Carrier’s appointment herein. In the event that Outgo inadvertently receives payment by a Broker for an unpurchased Unpaid Invoice, Outgo shall provide such funds to Carrier.  

Outgo is not responsible for any overdrafts or rejected transactions that may result from Outgo ACH debiting the specified amounts under the terms of this Agreement.  The parties agree to be bound by the terms of the NACHA Operating Rules with respect to all electronic fund transfers made via ACH transaction.

Outgo will assume the Credit Risk on each Unpaid Invoice purchased by Outgo, and Outgo will have no recourse to Carrier if any Unpaid Invoice purchased by Outgo is not collected due solely to the occurrence of an event of assumed Credit Risk occurring, as to any Unpaid Invoice purchased by Outgo.  For this purpose, “Credit Risk” means the failure of Broker to pay the Purchased Unpaid Invoice in full when due on its longest maturity solely because of Broker’s Insolvency or financial inability to pay; otherwise Outgo will have full recourse to Carrier for the repurchase and payment of uncollected or disputed Purchased Unpaid Invoices.  A Purchased Unpaid Invoice shall be deemed to be “disputed” if (i) the Broker disputes the Purchased Unpaid Invoice based on Carrier’s alleged error or non-performance, including the amount owing, timely delivery of the goods, conformity of the goods or services to the order, or any other aspect of the sale giving rise to the Purchased Unpaid Invoice whatsoever, even if the dispute has no merit, is in bad faith, is unsupported, or is unreasonable; (ii) the Purchased Unpaid Invoice contains mistakes, is not correct, or was sent in error; (iii) the Broker claims a set-off, recoupment, or counterclaim with respect to the Purchased Unpaid Invoice; (iv) the Purchased Unpaid Invoice is not paid due to an Act of God, war, civil strife, or political unrest or impediment; (v) Carrier fails to produce to Outgo, within a reasonable time period of its request, good and sufficient evidence that nonpayment of the Purchased Unpaid Invoice, at or after its maturity, in whole or in part, arose solely from the Broker's Insolvency or financial inability to pay; or (vi) any other failure to pay not rooted solely in the Insolvency or financial inability to pay of the Broker.

Upon approval by Outgo of an Unpaid Invoice for purchase, Carrier agrees, if so instructed by Outgo, to notify the Broker of the contemplated sale, to execute and deliver any document necessary to notify the Broker of the assignment, and to procure, if requested, an acknowledgment and acceptance of the contemplated assignment from the Broker. Outgo may in its sole discretion notify any Broker of Carrier to make payments directly to Outgo. Carrier agrees to fully comply with Outgo’s Notice of Assignment and will not pursue direct payment from Broker in any way.

In the event that this Agreement does not constitute a valid sale, assignment, transfer and conveyance of all right, title and interest of Carrier in the Unpaid Invoices, despite the intent of the parties hereto, Carrier hereby grants Outgo a continuing security interest (“Security Interest”) in and to the following, whether now owned or hereafter acquired or arising and wherever located, as security for the performance by Carrier of its covenants and other obligations to Outgo under this Agreement: (a) the Unpaid Invoices; (b) all other accounts, chattel paper, documents, inventory, equipment, payment intangibles, rights to payment, general intangibles and instruments as those terms are defined in Article 9 of the Uniform Commercial Code as in effect in any applicable jurisdiction (the “UCC”); and (c) all proceeds as such term is defined in Article 9 of the UCC and products, whether tangible or intangible, with respect to the foregoing (the “Collateral”).  In such scenario, Carrier agrees to execute any documents or take any action in connection with this Agreement as Outgo deems necessary to perfect or maintain Outgo’s first priority security interest in the Collateral.  Carrier further authorizes Outgo to, from time-to-time, file such UCC Financing Statements and other documents as we may deem necessary or appropriate with respect to the sales, assignments and grant of security interests provided for herein or in connection with the transactions contemplated hereby, without your signature thereon.

Carrier warrants, represents, covenants, and agrees that it:

As of the date of this Agreement, Carrier does not contemplate and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition brought or pending against Carrier.  Carrier represents that it has not consulted with a bankruptcy attorney within six months prior to the date of this Agreement.  Carrier further warrants that as of the date of this Agreement it does not anticipate filing a bankruptcy petition and it does not anticipate that an involuntary petition will be filed against it.

The following events will constitute an “Event of Default” under this Agreement: (a) Carrier defaults in the payment of any Obligations or in the performance of any provision hereof, or of any other agreement now or hereafter entered into with Outgo, or any warranty or representation contained herein proves to be false in any way, whether material or immaterial; (b) Carrier grants a security interest in the Purchased Unpaid Invoices to a creditor and/or the Purchased Unpaid Invoices are encumbered by a party other than Outgo; or (d) Carrier violates any term or representation, warranty, or covenant in this Agreement.  For avoidance of doubt, a Broker’s Insolvency or financial inability to pay does not constitute an event of default.

Upon the occurrence of any Event of Default, in addition to any rights Outgo has under this Agreement or applicable law, Outgo may immediately terminate the Agreement, at which time the full undelivered Purchased Unpaid Invoices will remain due and payable by Broker to Outgo.  All rights, powers and remedies of Outgo in connection with this Agreement may be exercised at any time by Outgo after the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity.

Outgo shall, from time to time make available to Carrier through the Services a statement setting forth the Factoring Service transactions arising under this Agreement.  Each such statement shall be considered correct and binding upon Carrier as an account stated, except to the extent that Outgo receives, within sixty (60) days after the statement is made available to the Carrier, written notice from Carrier of any specific exceptions by Carrier to that statement, and then it shall be binding against Carrier as to any items to which the Carrier has not objected.

Carrier makes, constitutes and appoints Outgo as Carrier’s true and lawful attorney-in-fact with power of substitution and with power and authority to exercise at any time any of the following powers until all of the Obligations have been paid in full:

Carrier’s attorney-in-fact is hereby granted full power to do all necessary things to accomplish the above as fully and effectively as could Carrier.  Carrier ratifies all that the attorney-in-fact shall lawfully do or cause to be done by virtue hereof.  The power of attorney shall be irrevocable for the term of the Agreement and until Outgo or its assignee has irrevocably received all payments to which Outgo is or may be entitled from Carrier and Brokers on Purchased Unpaid Invoices.  This power of attorney is coupled with an interest.

Carrier shall notify Outgo immediately of and, if requested by Outgo, will promptly settle (subject to Outgo’s written approval thereof) all disputes concerning any Unpaid Invoice purchased by Outgo related to Carrier’s error or non-performance, at Carrier’s sole cost and expense.  Outgo may, but is not required to, attempt to settle, compromise, or litigate (collectively, “Resolve”) the dispute upon such terms, as Outgo in its sole discretion deems advisable, for Carrier’s account and risk and at Carrier’s sole expense.  Upon the occurrence of an Event of Default, Outgo may Resolve such issues with respect to any Purchased Unpaid Invoice of Carrier, and any such resolution shall be deemed commercially reasonable and in good faith.

By opening and maintaining a Provider Bank Bank Account in good standing, you are automatically enrolled in Outgo’s rewards Program (“Outgo Rewards”). Outgo Rewards is part of the Services.  However, if you do not open a Bank Account with the Provider Bank, you will not have access to Outgo Rewards nor can you accrue Rewards.  The purpose of Outgo Rewards is to reward you for certain Qualifying Purchases (as defined below).  You may accrue either free factoring or cash back (“Rewards”) when you make qualifying purchases (each, a “Qualifying Purchase”) using the debit card associated with your Provider Bank Bank Account (the “Outgo Card”).  If any Unpaid Invoices were factored to cover all or a portion of the transaction amount of the Qualifying Purchase then Outgo will return the Factoring Fee to you.  Otherwise, Outgo will credit your Provider Bank Bank Account with 1.0% of the Qualifying Purchase amount as a Reward.  

To participate in Outgo Rewards, your Provider Bank Bank Account must be continuously in good standing.  If your Provider Bank Bank Account is not in good standing for any reason, or we determine in our sole discretion that you are misusing Outgo Rewards or have otherwise violated this Agreement, you may be ineligible to earn Rewards, and you may forfeit any Rewards previously earned or accrued.  We may temporarily or permanently disqualify you from participating in the Outgo Rewards and/or adjust or cause to be forfeited any or all Rewards accrued as a result of your abusive behavior, fraud, misrepresentation, any violation of law, violation of any other agreement with us or one of our affiliates, or any other violation of any of this Agreement, as determined by us in our sole discretion.  Rewards cannot be combined with other discount or reward programs unless specifically authorized by us.  We may cancel or forfeit any Rewards you may accrue under Outgo Rewards if you default on any provision of this Agreement, the Deposit Account Agreement or the Cardholder Agreement.

All posted purchases you make with your Outgo Card are Qualifying Purchases, subject to the limitations in this paragraph.  Excluded transactions include cash withdrawals, transactions that are deemed fraudulent, disputed transactions or transactions subject to chargebacks.  We may determine that a transaction type or particular transaction is excluded from eligibility for Rewards accrual at any time.  Any Outgo Card transaction conducted or effectuated while you are in default of this Agreement does not qualify as a Qualifying Purchase, unless otherwise permitted by us.  We reserve the right to determine, in our sole discretion, whether a particular transaction is a Qualifying Purchase.  Rewards are offered solely by Outgo subject to our Rewards Program and not offered by or provided through any merchant.

If you return, charge back, cancel, dispute, or otherwise request a refund for a Qualifying Purchase for which you have already received Rewards, we reserve the right to remove any related Rewards amount from your Provider Bank Bank Account, or offset such amount from any future Rewards.  If we choose to remove the amount from your Provider Bank Bank Account, you authorize us to debit your Provider Bank Bank Account, regardless of whether this causes the Bank Account to have a negative balance or overdraft, and you agree to provide any documentation or authorizations required to ensure that any such Rewards amount is returned to us.

It is your responsibility to ensure that earned Rewards are properly accrued and credited in accordance with this Agreement.  If you think you were eligible for a Reward that was not properly credited to you or on your behalf, we can require that you submit documentary evidence to support your claim that is satisfactory to us.  You must send your claim for an improperly credited Rewards within sixty (60) days after the date upon which the credit was applied or you claim such crediting was supposed to have occurred but did not.  If you do not file your claim within sixty (60) days, Rewards earned will be deemed accurate and you will have waived any claim for adjustment.  We reserve the right (but are not required) to correct inaccurate Rewards, and to adjust Rewards at our sole discretion.  If we do not credit, or improperly deny, a Rewards redemption to which you were otherwise entitled, then your exclusive remedy will be the issuance of the improperly denied Rewards redemption, if available, or such other alternative benefit as we in our sole discretion may determine.

All amounts paid to you in connection with Outgo Rewards are exclusive of any applicable withholding, sales, use, excise, value added, or other taxes.  You acknowledge and agree that you are responsible for determining, paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with Outgo Rewards.  We are not responsible for determining whether you owe taxes in connection with your access to or use of Outgo Rewards or for collecting, reporting, or remitting taxes arising from your access to or use of Outgo Rewards, except for our own income taxes.

You have no rights or other vested legal interest in accrued Rewards until they have been applied to your Provider Bank Bank Account.  Rewards may not be transferred or assigned to any other party, and any attempt to do so shall be void and of no legal effect.  The sale or barter of any Rewards, other than by us, is expressly prohibited.

You may be disqualified from participating in Outgo Rewards and your accrued Rewards may be forfeited if at any time you violate this Agreement, violate applicable law, or misuse your Provider Bank Bank Account or any part of the Services.

We may, without prior notice or liability to you, discontinue Outgo Rewards or modify Outgo Rewards by adding or removing features or functionalities, even though such changes may affect Rewards awarded to you.  We may limit accrual and redemption of Rewards, including through caps, fees, and expiration.  We may also revise the terms governing Outgo Rewards from time to time in our sole discretion, subject to applicable law.

By enrolling in the Services, you are automatically enrolled in Outgo’s referral program (the “Referral Program”).  The Referral Program is part of the Services. The purpose of the Referral Program is to reward you for successfully promoting, marketing, and advertising the Services to other carriers.  

Outgo will provide Carrier will a unique code and/or a unique website link, that when utilized by a carrier, will direct that carrier to the Outgo Service (collectively, the “Affiliate Link”). Outgo may suspend or terminate the Affiliate Link at any time in its sole discretion. Outgo shall have no obligation whatsoever to provide the Outgo Service to any carrier. However, you are eligible for a referral fee for carriers you refer using the Affiliate Link that meet the criteria described below. Outgo will share with you the number of carriers for which you are eligible for a referral fee through the Services.

For each Qualifying Carrier who (i) initially registers for the Outgo Service using your Affiliate Link, and (ii) subsequently submits to the Services at least five (5) verified rate confirmation and bills of lading for completed loads within the first sixty (60) days following registration for the Services, Carrier will earn, and Outgo will deliver, five hundred dollars ($500) (a “Referral Fee”), subject to the limitations in this Agreement. Any registration for the Outgo Service using the Affiliate Link arising out of Carrier’s violation of Section 10.3 is ineligible for payment.

The Parties acknowledge that there can be a large delay in time between when a Qualifying Carrier first interacts with the Outgo Service and when said Qualifying Carrier takes action for which you are eligible to earn a Referral Fee under this section.

To be eligible to earn any fees under this section, you must, within the past thirty (30) days, either (i) have funds in its Bank Account held by Provider Bank; or (ii) have submitted to the Outgo Service at least one verified rate confirmation and bill of lading for a completed load.  

You may earn Referral Fees under this section for no more than thirty (10) referrals per calendar month, which is equal to a maximum payment of fifteen thousand dollars ($5,000) for such referrals. Outgo, in its sole discretion, may waive this limitation on a retroactive or ongoing basis. The terms of this referral program are applicable up to $11,000 in total funds payable by Outgo to eligible participants. Outgo reserves the right to end or extend the referral program at any time in their sole discretion.

Outgo will pay you Referral Fees within fifteen (15) days after a Qualifying Carrier has met the criteria giving rise to such payment obligation of Outgo by depositing such amounts to the Carrier’s Bank Account.

You will be responsible for and will indemnify and hold Outgo harmless from payment of all Taxes arising from the payment of Referral Fees.

You consent to receive SMS messages (including text messages), and telephone calls (including prerecorded and artificial voice and autodialed) from us, our agents, representatives, affiliates or anyone calling on our behalf at the specific number(s) you have provided to us, with service-related information such as updates about our purchase of Unpaid Invoices or other information about your use of the Services.  You certify, warrant and represent that the telephone number you have provided to us is your business contact number and not someone else’s.  You represent that you are permitted to receive calls and text messages at the telephone number you have provided to us on behalf of Carrier.  You agree to promptly alert us whenever you stop using a telephone number.  Outgo and our agents, representatives, affiliates and anyone calling on our behalf may use such means of communication described in this section even if you will incur costs to receive such phone messages, text messages, e-mails or other means.

Standard message and data rates may apply to all SMS messages (including text messages).  We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you.